8-K - TPB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 27, 2020

Turning Point Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37763	20-0709285
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5201 Interchange Way, Louisville, KY 40229

(Address of principal executive offices)

(502) 778-4421

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TPB	New York Stock Exchange

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02.	Results of Operations and Financial Condition.

On October 27, 2020, Turning Point Brands, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 7.01.	Regulation FD Disclosure.

On October 27, 2020, the Company provided an updated investor presentation on its website. A copy of the slide presentation is attached to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
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99.1	Press Release dated October 27, 2020
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99.2	Investor Presentation dated October 27, 2020
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TURNING POINT BRANDS, INC.
Dated: October 27, 2020	By:	/s/ James Dobbins
		James Dobbins
		Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Turning Point Brands Announces Third Quarter 2020 Results, Increases 2020 Guidance

LOUISVILLE, KY. (October 27, 2020) - Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products with active ingredients, today announced financial results for the third quarter ended September 30, 2020.

Results at a Glance

Third Quarter 2020

(Comparisons vs. same period year-ago)

✓	Net sales increased 7.6% to $104.2 million;
✓	Gross profit increased 12.8% to $48.3 million;
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✓	Net income increased $1.5 million to $7.8 million despite PMTA costs incurred during the current quarter;
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✓	Adjusted EBITDA increased 27.4% to $23.9 million (see Schedule A for a reconciliation to net income);
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✓	Diluted EPS of $0.40 and Adjusted Diluted EPS of $0.75 as compared to $0.31 and $0.61 in the year-ago period, respectively (see Schedule B for a reconciliation to Diluted EPS);
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“Streamlining and repositioning the business at the end of 2019 has paid dividends throughout 2020. Smokeless saw continued same store sales momentum in MST and newfound strength in loose leaf chewing tobacco. Smoking (Zig-Zag) saw its highest growth rate in recent history driven by product and channel growth initiatives behind rolling papers, the benefits of greater control of our MYO cigar wraps business after the Durfort transaction closed in the second quarter, and a burgeoning e-commerce presence. The NewGen segment navigated admirably through significant market disruption caused by the PMTA application deadline,” said Larry Wexler, President and CEO. “Overall, we are seeing ongoing benefits from re-shaping our business towards a more growth-oriented mindset and are able to raise our outlook once again for the remainder of the fiscal year.”

Recent Events

As detailed in a separate press release, TPB today announced a $15 million strategic investment in leading global cannabinoid company dosist™ and an exclusive co-development and distribution agreement of a new national CBD brand, created in partnership with dosist’s thc-free business unit. Additionally, TPB has an option to invest another $15 million at pre-determined terms within the next 12 months. TPB has been issued a warrant to receive preferred shares of dosist that will automatically be exercised upon a change in federal laws in the United States to reschedule or deschedule cannabis and/or permit its general cultivation, distribution and possession. As part of this agreement, TPB will also have an option to fill a seat on the board of directors of dosist upon legalization.

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

On October 5, 2020, TPB announced the acquisition of a 20% stake in Wild Hempettes LLC (“Wild Hempettes”), a leading manufacturer of hemp cigarettes under the WildHemp™ and Hempettes™ brands, with options to increase its stake to a 100% ownership position based on certain milestones. As part of the transaction, TPB will be the exclusive distributor of Hempettes™ to U.S. bricks and mortar retailers.

On October 1, 2020, TPB sold the assets of its remaining owned retail stores in Oklahoma. As consideration for the transaction, TPB will receive a royalty from the acquiror, while also receiving rights to market and test products in the stores on a quarterly basis. Year-to-date sales and gross profit for those stores was $2.9 million and $1.6 million, respectively. This transaction continues our efforts to streamline the NewGen segment, as part of our announcement in the fourth quarter 2019 for the exploration of strategic alternatives for the third-party vaping distribution business.

On September 8, 2020, TPB announced it had submitted to the U.S. Food and Drug Administration (“FDA”) Premarket Tobacco Applications (“PMTAs”) covering 250 products, an important and necessary step for TPB to offer adult consumers an extensive portfolio of products that serve as alternatives to combustible cigarettes and satisfy a wide variety of consumer preferences. The PMTAs covered a broad assortment of products in the vapor category including multiple proprietary e-liquid offerings in varying nicotine strengths, technologies and sizes; proprietary replacement parts and components of open system tank devices through partnerships with two leading manufacturers for exclusive distribution of products in the United States; and a closed system e-cigarette. The PMTAs provided clarity to customers and retail partners of TPB’s continued support behind products across multiple leading brands including Solace™, VaporFi®, South Beach Smoke™, HorizonTech®, FreeMaX® and other developing brands and partnerships.

Smokeless Products Segment (29% of total net sales in the quarter)

For the third quarter, Smokeless products net sales increased 13.7% to $29.8 million on double-digit growth of MST and loose leaf chewing tobacco. MST represented 59% of Smokeless revenues in the quarter, up from 58% a year earlier. In the quarter, total Smokeless segment volume increased 10.3% and price/mix advanced 3.4%.

“MST continued to gain market momentum driven by strong same store sales growth despite a tough comparable. The outlook continues to be bright for this product line with increasing consumer acceptance and further distribution gains,” said Graham Purdy, Chief Operating Officer. “Our loose leaf chewing tobacco business saw accelerated growth during the quarter as targeted selling initiatives that began earlier in the year led to meaningful year-over-year market share growth according to MSAi.”

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

For the quarter, Smokeless segment gross profit increased 18.1% to $16.0 million. Segment gross margin expanded 200 basis points to 53.9% primarily as a result of strong incremental margin contribution of MST.

Smoking Products Segment (34% of total net sales in the quarter)

For the third quarter, net sales of Smoking products increased 19.0% to $36.0 million. Growth was driven by double-digit advances in US rolling papers and MYO cigar wraps. This more than offset a $2.0 million decline in our Canadian papers business which compared against an inventory load-in during last year’s third quarter. Non-focus cigars and MYO pipe declined $0.3 million. In the quarter, total Smoking segment volume increased 18.0% while price/mix increased 1.0%.

“This segment of the business is benefitting from new product introductions and channel-specific sales efforts that are expanding market share and better aligning our growth to cannabis consumption trends. While increased consumption related to COVID-19 benefitted our US rolling papers business, we were encouraged to see our volumes grow significantly above the industry growth rate during the quarter. Our emerging e-commerce business demonstrated strong progress with sales roughly doubling from the previous quarter,” said Purdy. “In addition, post-the Durfort transaction, we now have a stronger and more direct working relationship with our MYO cigar wrap manufacturer which is enabling us to ramp production better to align with consumer demand.”

For the quarter, Smoking products gross profit increased 27.9% to $21.3 million. Segment gross margin expanded 410 basis points to 59.1% as a result of increased US rolling paper sales and increased margin in MYO cigar sales as a result of the Durfort transaction.

NewGen (New Generation) Products Segment (37% of total net sales in the quarter)

For the third quarter, NewGen segment net sales decreased 4.8% to $38.4 million. Flat performance in our vape distribution business and double-digit growth from Solace and other Nu-X products was offset by a decline in RipTide which compared against a trade load-in during its launch in the prior year period.

“Our NewGen business performed in-line with our expectations as the business managed through a challenging competitive environment created by the PMTA deadline with competitors liquidating inventories in anticipation of exiting the market. The recent sale of the remaining Vapor Shark stores continues the streamlining of the segment,” said Purdy. “While we still expect short-term disruption related to the PMTA process to impact our fourth quarter, the extensive portfolio of products submitted through the PMTA process has us increasingly optimistic about our outlook going forward as the market consolidates.”

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

For the quarter, NewGen gross profit decreased 12.8% to $11.0 million. Segment gross margin decreased 260 basis points to 28.6% primarily due to temporary pricing pressure as competitors liquidated inventories and inventory reserves. Third quarter 2020 included $2.3 million of tariff expense compared to $2.6 million a year-ago.

Other Events and Performance Measures in the Third Quarter

Third quarter consolidated selling, general and administrative (“SG&A”) expenses were $32.3 million compared to $29.8 million in 2019 with the increase primarily due to non-recurring PMTA-related expenses incurred during the quarter as detailed below.

The third quarter had notable non-recurring impacts:

•	$5.3 million of FDA PMTA-related expenses as compared to $0.2 million in the year-ago period; and
•	$0.6 million of transaction expenses principally related to M&A activity as compared to $0.5 million in the year-ago period.
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The third quarter also included a $1.2 million non-cash charge within net periodic costs related to the termination of our defined benefit pension plan in 2019. We received net $1.7 million of cash related to the termination of the plan.

Total gross debt as of September 30, 2020, was $328.0 million. The corresponding net debt (total gross debt less cash) at September 30, 2020 was $260.6 million. The company ended the quarter with total liquidity of $113.8 million comprising $67.4 million of cash and $46.4 million of revolving credit facility capacity.

During the quarter, the company repurchased 82,097 shares at an average price of $28.95.

2020 Outlook Update

Taking into account the strength we have seen thus far this year and expected near-term volatility within our NewGen segment, we revise our guidance provided on July 28, 2020 as follows:

Absent any further acquisitions, the company projects 2020 net sales to be $395 to $401 million (up from previous guidance of $370 to $382 million). We project 2020 Adjusted EBITDA of $87 million to $90 million (up from previous guidance of $78 to $83 million).

Stock compensation and non-cash incentive expense in 2020 is projected to be $2.8 million.

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

The company spent a total of $16.6 million on the PMTA process, in-line with previous guidance of $16 to $18 million. This is inclusive of $2.2 million spent in 2019 and $14.4 million in the first three quarters of 2020.

Cash interest expense is projected to be $12 million and GAAP interest expense includes $7 million of debt discount amortization equal to the fair value of the equity components over the expected life of the 2024 convertible notes.

The company expects the 2020 effective income tax rate to be 23% to 24%.

Capital expenditures for 2020 are anticipated to be approximately $6 million (up from previous guidance of $4 to $6 million) as we have accelerated certain capital expenditure projects due to temporary tax code incentives.

Net Sales for the fourth quarter of 2020 are expected to be $95 to $101 million.

Earnings Conference Call

As previously disclosed, a conference call with the investment community to review TPB’s financial results has been scheduled for 10 a.m. Tuesday, October 27, 2020. Investment community participants should dial in ten minutes ahead of time using the toll-free number 844-889-4324 (International participants should call 412-317-9262). A live listen-only webcast of the call is available from the Events and Presentations section of the investor relations portion of the company website (www.turningpointbrands.com). A replay of the webcast will be available on the site three hours following the call.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release includes certain non-GAAP financial measures including Adjusted EBITDA, Adjusted diluted EPS and Adjusted Operating Income. A reconciliation of these non-GAAP financial measures accompanies this release.

About Turning Point Brands, Inc.

Turning Point Brands (NYSE: TPB) is a manufacturer, marketer and distributor of branded consumer products with active ingredients through its iconic core brands Zig-Zag® and Stoker’s®, and its emerging brands within the NewGen segment. TPB’s products are available in more than 210,000 retail outlets in North America in addition to sites such as www.zigzag.com, www.nu-x.com and www.solacevapor.com. For the latest news and information about TPB and its brands, please visit www.turningpointbrands.com.

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan" and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by TPB in this press release speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict these events or how they may affect it. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to:

•	declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall;
•	our dependence on a small number of third-party suppliers and producers;
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•	the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or product disruption;
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•	the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;
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•	failure to maintain consumer brand recognition and loyalty of our customers;
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•	our reliance on relationships with several large retailers and national chains for distribution of our products;
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•	uncertainty and continued evolution of markets containing our NewGen products;
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•	intense competition and our ability to compete effectively;
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•	competition from illicit sources;
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•	regulation of our products by the FDA, which has broad regulatory powers;
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•	our products are subject to developing and unpredictable regulation, for example, current court action moving forward certain substantial Pre Market Tobacco Application obligations;
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•	uncertainty related to the regulation and taxation of our NewGen products;
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•	possible significant increases in federal, state and local municipal tobacco- and vapor-related taxes;
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•	sensitivity of end-customers to increased sales taxes and economic conditions;
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•	substantial and increasing U.S. regulation;
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•	possible increasing international control and regulation;
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•	failure to comply with certain regulations;
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•	imposition of significant tariffs on imports into the U.S.;
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•	the scientific community’s lack of information regarding the long-term health effects of certain substances contained in some of our products;
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•	some of our products contain nicotine which is considered to be a highly addictive substance;
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•	contamination of our tobacco supply or products;
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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

•	requirement to maintain compliance with master settlement agreement escrow account;
•	our amount of indebtedness;
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•	the terms of our credit facilities, which may restrict our current and future operations;
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•	significant product liability litigation;
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•	reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, potentially decreasing our stock price;
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•	failure to maintain our status as an emerging growth company before the five-year maximum time period a company may retain such status;
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•	our principal stockholders will be able to exert significant influence over matters submitted to our stockholders and may take certain actions to prevent takeovers;
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•	our certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of our<br> common stock;
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•	our certificate of incorporation limits the ownership of our common stock by individuals and entities that are Restricted Investors. These restrictions may affect the liquidity of our common stock and may result<br> in Restricted Investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;
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•	our business may be damaged by events outside of our suppliers’ control, such as the impact of epidemics (e.g., coronavirus), political upheavals, or natural disasters;
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•	our reliance on information technology;
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•	security and privacy breaches;
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•	infringement on our intellectual property;
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•	third-party claims that we infringe on their intellectual property;
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•	failure to manage our growth;
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•	failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions;
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•	fluctuations in our results;
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•	exchange rate fluctuations;
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•	adverse U.S. and global economic conditions;
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•	departure of key management personnel or our inability to attract and retain talent;
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•	future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us;<br> and
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•	we may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
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Contact:

Robert Lavan, Senior Vice President, CFO

ir@tpbi.com (502) 774-9238

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Financial Statements Follow:

Turning Point Brands, Inc.

Consolidated Statement of Income

(dollars in thousands except share data)

	Three Months Ended September 30,
	2020			2019
Net sales	$	104,174		$	96,800
Cost of sales		55,867			53,984
Gross profit		48,307			42,816
Selling, general, and administrative expenses		32,286			29,784
Operating income		16,021			13,032
Interest expense, net		5,224			3,641
Investment income		(3	)		(265	)
Loss on extinguishment of debt		-			1,158
Net periodic cost (income), excluding service cost		1,188			(12	)
Income before income taxes		9,612			8,510
Income tax expense		1,816			2,236
Consolidated net income		7,796			6,274
Basic income per common share:
Consolidated net income	$	0.41		$	0.32
Diluted income per common share:
Consolidated net income	$	0.40		$	0.31
Weighted average common shares outstanding:
Basic		19,240,187			19,659,217
Diluted		19,636,989			20,067,413
Supplemental disclosures of statement of income information:
Excise tax expense	$	5,810		$	5,503
FDA fees	$	135		$	158
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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Turning Point Brands, Inc.

Consolidated Balance Sheet

(dollars in thousands except share data)


ASSETS			December 31,<br><br> 2019
Current assets:
Cash	67,403		$	95,250
Accounts receivable, net of allowances of 156 in 2020 and 280 in 2019	8,783			6,906
Inventories	73,343			70,979
Other current assets	20,943			16,115
Total current assets	170,472			189,250
Property, plant, and equipment, net	14,003			13,816
Right of use assets	19,064			12,130
Deferred financing costs, net	715			890
Goodwill	154,282			154,282
Other intangible assets, net	79,900			33,469
Master Settlement Agreement (MSA) escrow deposits	32,074			32,074
Other assets	8,721			10,673
Total assets	479,231		$	446,584
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	10,958		$	14,126
Accrued liabilities	32,009			26,520
Current portion of long-term debt	12,000			15,240
Total current liabilities	54,967			55,886
Notes payable and long-term debt	283,792			268,951
Deferred income taxes	1,875			1,572
Lease liabilities	17,073			11,067
Other long-term liabilities	4,190			2,523
Total liabilities	361,897			339,999
Commitments and contingencies
Stockholders' equity:
Preferred stock; 0.01 par value; authorized shares 40,000,000; issued and outstanding shares -0-	-			-
Common stock, voting, 0.01 par value; authorized shares, 190,000,000; 19,483,861 issued shares, 19,144,901 outstanding shares at September 30, 2020, and 19,680,673 issued and outstanding<br> shares at December 31, 2019	195			197
Common stock, nonvoting, 0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-	-			-
Additional paid-in capital	127,758			125,469
Cost of repurchased common stock
(338,960 shares at September 30, 2020 and 0 shares at December 31, 2019)	(7,665	)		-
Accumulated other comprehensive loss	(3,245	)		(3,773	)
Accumulated earnings (deficit)	291			(15,308	)
Total stockholders' equity	117,334			106,585
Total liabilities and stockholders' equity	479,231		$	446,584

All values are in US Dollars.

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Turning Point Brands, Inc.

Consolidated Statement of Cash Flows

(dollars in thousands)

	Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities:
Consolidated net income	$	20,298		$	26,039
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on extinguishment of debt		-			1,308
Pension settlement and curtailment loss		1,188			-
Impairment loss		149			-
Loss (gain) on sale of property, plant, and equipment		36			(12	)
Depreciation expense		2,482			1,855
Amortization of other intangible assets		1,304			1,079
Amortization of debt discount and deferred financing costs		6,725			1,018
Deferred income taxes		876			(4	)
Stock compensation expense		1,986			2,480
Noncash lease expense		179			-
Changes in operating assets and liabilities:
Accounts receivable		(1,877	)		(3,556	)
Inventories		(2,364	)		(6,704	)
Other current assets		(829	)		(801	)
Other assets		1,941			106
Accounts payable		(3,200	)		1,069
Accrued postretirement liabilities		(54	)		(125	)
Accrued liabilities and other		4,359			(3,739	)
Net cash provided by operating activities	$	33,199		$	20,013
Cash flows from investing activities:
Capital expenditures	$	(3,420	)	$	(4,060	)
Acquisitions, net of cash acquired		(37,735	)		(7,703	)
Restricted cash, MSA escrow deposits		-			29,713
Proceeds on the sale of property, plant and equipment		3			117
Payments for investments		-			(1,421	)
Net cash (used in) provided by investing activities	$	(41,152	)	$	16,646
Cash flows from financing activities:
Payments of 2018 first lien term loan	$	(8,000	)	$	(6,000	)
Payments of 2018 second lien term loan		-			(40,000	)
Payments of 2018 revolving credit facility		-			(26,000	)
Proceeds from Convertible Senior Notes		-			172,500
Payment of IVG note		(4,240	)		-
Proceeds from unsecured loan		7,485			-
Standard Diversified Inc. reorganization, net of cash acquired		(1,737	)		-
Payment of call options		-			(20,528	)
Payment of dividends		(2,846	)		(2,646	)
Payments of financing costs		(194	)		(6,997	)
Exercise of options		303			639
Surrender of restricted stock		-			(84	)
Redemption of options		-			(12	)
Common stock repurchased		(7,665	)		-
Net cash (used in) provided by financing activities	$	(16,894	)	$	70,872
Net (decrease) increase in cash	$	(24,847	)	$	107,531
Cash, beginning of period:
Unrestricted		95,250			3,306
Restricted		32,074			2,361
Total cash at beginning of period		127,324			5,667
Cash, end of period:
Unrestricted		67,403			81,124
Restricted		35,074			32,074
Total cash at end of period	$	102,477		$	113,198
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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted diluted EPS, and Adjusted Operating Income. We believe Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Adjusted EBITDA, Adjusted diluted EPS, and Adjusted Operating Income are used by management to compare our performance to that of prior periods for trend analyses and planning purposes and are presented to our board of directors. We believe that EBITDA, Adjusted EBITDA, Adjusted diluted EPS and Adjusted Operating Income are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to business performance.

We define “EBITDA” as net income before interest expense, loss on extinguishment of debt, provision for income taxes, depreciation and amortization. We define “Adjusted EBITDA” as net income before interest expense, loss on extinguishment of debt, provision for income taxes, depreciation, amortization, other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted diluted EPS” as diluted earnings per share excluding items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Operating Income” as operating income excluding depreciation, amortization, LIFO, other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating performance.

Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA Adjusted diluted EPS and Adjusted Operating Income exclude significant expenses that are required by U.S. GAAP to be recorded in our financial statements and is subject to inherent limitations. In addition, other companies in our industry may calculate this non-U.S. GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a comparative measure.

In accordance with SEC rules, we have provided, in the supplemental information attached, a reconciliation of the non-GAAP measures to the next directly comparable GAAP measures.

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Schedule A

Turning Point Brands, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(dollars in thousands)

	Three Months Ended<br><br> <br>September 30,
	2020		2019
Consolidated net income	$	7,796	$	6,274
Add:
Interest expense, net		5,224		3,641
Loss on extinguishment of debt		-		1,158
Income tax expense		1,816		2,236
Depreciation expense		809		692
Amortization expense		477		356
EBITDA	$	16,122	$	14,357
Components of Adjusted EBITDA
Other (a)		1,188		151
Stock options, restricted stock, and incentives expense (b)		772		1,314
Transaction expenses (c)		570		470
New product launch costs (d)		-		1,979
FDA PMTA (e)		5,271		241
Corporate and vapor restructuring (f)		-		265
Adjusted EBITDA	$	23,923	$	18,777

(a)	Represents LIFO adjustment, non-cash pension expense (income) and foreign exchange hedging.
(b)	Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs.
---	---
(c)	Represents the fees incurred for transaction expenses.
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(d)	Represents product launch costs of our new product lines.
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(e)	Represents costs associated with applications related to FDA PMTA.
---	---
(f)	Represents costs associated with corporate and vapor restructuring including severance and inventory reserves.
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12
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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Schedule B

Turning Point Brands

Reconciliation of GAAP diluted EPS to Adjusted diluted EPS

(dollars in thousands except share data)

	Three Months Ended<br><br> September 30,
	2020			2019
GAAP EPS	$	0.40		$	0.31
Other (a)		0.05			0.05
Stock options, restricted stock, and incentives expense (b)		0.03			0.05
Transaction expenses (c)		0.02			0.02
New product launch costs (d)		-			0.07
FDA PMTA (e)		0.22			0.01
Amortization of debt discount (f)		0.07			0.04
Corporate and vapor restructuring (g)		-			0.01
Tax (expense) benefit (h)		(0.04	)		0.05
Adjusted diluted EPS	$	0.75		$	0.61
Totals may not foot due to rounding

(a) Represents LIFO adjustment, non-cash pension expense (income), foreign exchange hedging reporting and Loss on Extinguishment of Debt tax effected at the quarterly tax rate.

(b) Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs tax effected at the quarterly tax rate.

(d) Represents product launch costs of our new product lines tax effected at the quarterly tax rate.

(e) Represents costs associated with applications related to the FDA PMTA tax effected at the quarterly tax rate.

(f) Represents non-cash amortization of debt discount tax effected at the quarterly tax rate.

(g) Represents costs associated with corporate and vapor restructuring including severance and inventory reserves tax effected at the quarterly tax rate

(h) Represents adjustment from quarterly tax rate to annual projected tax rate of 23% in 2020 and 20% in 2019.

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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Schedule C

Turning Point Brands, Inc.

Reconciliation of GAAP Gross Profit to Adjusted Gross Profit and GAAP Operating Income to Adjusted Operating Income

(dollars in thousands)

	Consolidated				Smokeless				Smoking				NewGen
	3rd Quarter<br><br> 2020		3rd Quarter<br><br> 2019		3rd Quarter<br><br> 2020		3rd Quarter<br><br> 2019		3rd Quarter<br><br> 2020		3rd Quarter<br><br> 2019		3rd Quarter<br><br> 2020		3rd Quarter<br><br> 2019
Net sales	$	104,174	$	96,800	$	29,764	$	26,187	$	35,973	$	30,222	$	38,437	$	40,391
Gross profit	$	48,307	$	42,816	$	16,042	$	13,587	$	21,263	$	16,619	$	11,002	$	12,610
Adjustments:
LIFO adjustment		-		136		-		136		-		-		-		-
Adjusted gross profit	$	48,307	$	42,952	$	16,042	$	13,723	$	21,263	$	16,619	$	11,002	$	12,610
Operating income	$	16,021	$	13,032	$	11,466	$	9,392	$	16,827	$	12,931	$	745	$	(1,233	)
Adjustments:
LIFO adjustment		-		136		-		136		-		-		-		-
Transaction expenses		570		470		-		-		-		-		-		-
New product launch costs		-		1,979		-		-		-		-		-		1,979
FDA PMTA		5,271		241		-		-		-		-		-		-
Corporate and vapor restructuring		-		265		-		-		-		-		-		265
Adjusted operating income	$	21,862	$	16,123	$	11,466	$	9,528	$	16,827	$	12,931	$	745	$	1,011
14
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Turning Point Brands, Inc.	www.turningpointbrands.com	ir@tpbi.com	502.774.9238

Exhibit 99.2

| N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | Turning Point Brands (NYSE: TPB) INVESTOR PRESENTATION Q 3 2 0 2 0

FORWARD LOOKING STATEMENTSThis presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan" and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause these differences include, but are not limited to, the factors set forth in “Risk Factors” included in TPB’s annual report on Form 10-K and other reports filed with the Securities and Exchange Commission from time to time. Any forward-looking statement made by TPB in this presentation speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict these events or how they may affect it. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.This presentation includes industry and market data derived from internal analyses based upon publicly available data or proprietary research and analysis, surveys or studies conducted by third parties and industry and general publications, including those by the Management Science Associates, Inc. (“MSAi”) and Nielsen Holdings, N.V. (“Nielsen”). Third-party industry and general publications, research, surveys and studies generally state that the information contained therein has been obtained from sources believed to be reliable. Although there can be no assurance as to the accuracy or completeness of the included information, we believe that this information is reliable. While we believe our internal analyses are reliable, they have not been verified by any independent sources. Any such data and analysis involve risks and uncertainties and are subject to change based on various factors, including those set forth in “Risk Factors” included in TPB’s annual report on Form 10-K and other reports filed with the Securities and Exchange Commission from time to time.NON-GAAP RECONCILIATIONThis presentation includes certain non-U.S. generally accepted accounting principles (“GAAP") financial measures, including EBITDA, Adjusted EBITDA and Net Debt. Such non-GAAP financial measures are not in accordance with, or an alternative to, financial measures prepared in accordance with GAAP. Please refer to the Appendix of this presentation for a reconciliation of EBITDA and Adjusted EBITDA to net income and Net Debt to Debt. To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA and Net Debt. We believe EBITDA and Adjusted EBITDA provide useful information to management and investors regarding certain financial and business trends relating to financial condition and results of operations. Adjusted EBITDA and Net Debt are used by management to compare performance to that of prior periods for trend analyses and planning purposes and is presented to our board of directors. We believe that EBITDA and Adjusted EBITDA are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to business performance.Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA exclude significant expenses that are required by U.S. GAAP to be recorded in our financial statements and is subject to inherent limitations. In addition, other companies in our industry may calculate these non-U.S. GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a comparative measure.2 Disclaimer

TPB: Investment Highlights Turning Point Brands (NYSE: TPB) TPB Investment Highlights StableFree Cash Flow Generation for Capital Deployment ResilientCore Business with Leading Brands NewGenValue Creation Potential PowerfulDistribution Infrastructure MST product gaining share with long runway for distribution gainsLeading value brand in tobacco chew #1 premium rolling paper brand with unparalleled brand recognitionAccelerating growth through new product and channel initiatives Online distribution businesses gives access to new customersPMTA process will consolidate vape market with TPB well positioned to gain shareNu-X Ventures product development engine: high-margin, proprietary products such as CBD, nutraceuticals, nicotine chew and modern oral pouches Widespread presence and long-standing relationships in core convenience store channelIncreasing brand presence through non-traditional channelsRe-vamped brand e-commerce platforms (ZigZag.com, Nu-X.com, SolaceVapor.com)Leveraging distribution infrastructure for new product introductions and acquired brands Asset-light business model leads to high free cash flow conversion for capital deploymentAcquisition of Durfort assets and investments in Wild Hempettes and dosist in 2020Robust pipeline of acquisition opportunities 3 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

We are a consumer products company that markets products with active ingredients through iconic and emerging brands BROAD PORTFOLIO OF ACTIVE INGREDIENT ALTERNATIVES AND BRANDS 3 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Regional sales team selling to over 95,000 independent convenience stores Regional Sales Teams Distribution Infrastructure Turning Point Brands (NYSE: TPB) Online B2B platform reaching ~4,000 alternative stores B2BDistribution National sales team selling to over 85,000 national chain stores National Distribution Dedicated product sales teams and brand specific B2C/B2B platforms Product Sales Teams B2CDistribution Online B2C distribution platforms selling to ~1.5 million unique customersdirectvapor.com vaporfi.com Powerful Distribution InfrastructureNorth American retail presence that reaches over ~210,000 outlets + B2C online sites 3 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | zigzag.com nu-x.comnu-xnutra.com solacevapor.com solacechew.com vaporbeast.com

MST TUBS Introduced a larger tub format Moist Snuff Tobacco (MST) product driving category over the last 10+ years About Stoker's Building brand equity for over 80 years. Stoker’s is the #1 loose-leaf chew brand1 and a leading MST value brand MST Cans Chew #1 discount and overall loose-leaf chew brand in the US1. TPB’s brandscollectively hold ~32%1 of theloose-leaf chew market 60%Stoker's created the MST Tubs category and is the category leader with ~60%1share Smokeless: Iconic Brand with Sustained Growth Smokeless: Stoker’s Brand Equity Turning Point Brands (NYSE: TPB) Accelerating strength from distribution gains and same-store sales growth. Significant chain launches in 2019 and 2020 1. Per MSAi at the end of 3Q20. 6 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Smokeless: Continued MST Distribution Gains Smokeless: Stoker’s MST Distribution Growth Turning Point Brands (NYSE: TPB) 41.4 43.0 48.1 52.2 57.0 57.7 58.0 61.4 61.6 61.3 62.3 63.2 63.1 66.1 70.467.6 68.3 72.8 74.9 76.8 4Q15 2Q16 4Q16 2Q17 4Q17 2Q18 4Q18 2Q19 4Q19 2Q20Store count excludes ~14k lower sales velocity Dollar General stores added in 2Q18. Long Runway for GrowthCurrently in stores representing ~59%1 of volume weighteddistribution Additional ~30-50k stores targeted for national distribution 1. Per MSAi at the end of 3Q20. 6 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Papers #1 premium rolling paper brand sold in the U.S. 1 and Canada About Zig-Zag Embedded into pop culture with a storied history that dates over 140 years Wraps New Product Launches Market leader in MYO cigar wraps with a majority share of the market 1 Continued roll-out of paper cones, unbleached and hemp rolling papers along with new product introductions 35%Zig Zag owns >35%1 ofthe rolling paper market in the United States Smoking: Iconic Brand with Leading Market Share Zig-Zag: Brand Equity Turning Point Brands (NYSE: TPB) 1. Per MSAi at the end of 3Q20. 6 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Iconic Products with Unparalleled Recognition“Zig-Zag Orange” and “Zig-Zag White” are long-standing industry staples Smoking: Expanding Portfolio and Sales Channels Zig-Zag: Growth Initiatives Turning Point Brands (NYSE: TPB) Classic Zig-Zag Products Growth Initiatives New products and accessories Re-vamped e-commerce platform Enhanced brand presence in headshops and dispensaries; ReCreation Marketing partnership in Canada 9 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Acquisition of assets from Durfort Holdings S.R.L. (“Durfort”) in Q2 2020Acquired a co-ownership interest in our long-term partner Durfort’s intellectual property related to TPB’s MYO cigarwraps and cones$46 million purchase price ($36 million in cash and $10 million seller note)$5 million net sales and $7 million EBITDA contribution on an annualized basis (mostly in COGS savings)Increases Exposure to Attractive Zig-Zag MYO Cigar Wraps Product and Secures Long-Term ControlBenefitting from increased demand related to cannabis legalization and decriminalization in certain jurisdictionsAcquisition allowed TPB to realize higher gross margins by capturing more of the profitability by eliminating royalty-related payments for a growth product it already controlsMore Direct Manufacturing RelationshipMore direct relationship with third-party manufacturer allowing business to scale and align production with market demandMaster Distribution Agreement for Blunt Wrap USAAdds complementary product to TPB’s MYO cigar wrap offeringsPresents cross-selling synergy opportunities with product primarily sold in non-traditional channels where TPB products are currently under-representedDistribution of Blunt Wraps began in October 2020 Acquisition of Durfort Holdings Assets Turning Point Brands (NYSE: TPB) Acquisition of assets of Durfort Holdings 10 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Proprietary Products as % of Net Sales11% ~5% NewGen Segment Turning Point Brands (NYSE: TPB) NewGen: Proprietary Products Growth 2016Acquired VaporBeast, leading third-party B2B distributor of open systems vaping products 2017Acquired VaporShark, one of the first proprietary vaping brands 2018Acquired IVG, expanding B2C distribution including proprietary VaporFi brand and the Direct Vapor platform 2019Acquired Solace, a leading proprietary open systems vaping brand; and launched Nu-X, a development engine for non-vape proprietary actives products 2020Submitted applications covering 250 products through the FDA PMTA process that will consolidate the market; Invested in Wild Hempettes to become its exclusive distributor 2021-2023Continue expanding proprietary growth through new introductions on Nu-X and significant SKU consolidation in the vaping market ~10% ~17% YTD Q3: ~20% Target 50%+ 1. Excludes V2 and RipTide. Executing on a multi-year journey to increase proprietary products sales in the NewGen segmentProprietary product gross margins (50%+) exceed third-party product gross margins (20% - 40%) 11 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Nu-X NutraCaffeine B12 - Café Disposable Caffeine B12 - Energy Disposable Caffeine B12 - TabletsCannabinoidsPet CBD TinctureCBG Tinctures CBN TincturesCBD Tinctures 16.5ml CBD Pre-RollsCBG Flower CBD Awake Shot CBD Relax ShotCBD Hemperettes CBD Lip BalmCBD Muscle/Joint Topical CBD Youth SerumCBD Gummies Nicotine ChewSolace Chew - Mint 4mg Solace Chew - Cinnamon 4mg Solace Chew - Fruit 4mgModern Oral PouchesFré 9mg and 12mg - Mocha Fré 9mg and 12 mg - Mint Fré 9mg and 12mg - LushRipTideG2 BatteryNicotine Salt Menthol Pod Nicotine Salt Tobacco Pod CBD TFN PodSolace35 unique flavors in5 nicotine strength variants filed PMTAs 12 Robust Pipeline of New Product Introductions Nu-X: New Product Portfolio Turning Point Brands (NYSE: TPB) Nu-X New Product Portfolio

Management of Regulatory EnvironmentsExtensive experience managing regulatory regime changes TPB: Navigating Regulated Environments Turning Point Brands (NYSE: TPB) REGULATORY STRATEGYTPB does not sell cigarettes, the primary target of the FDAConcentrated effort to shape premarket pathway for future innovationExperienced team of QA, R&D, legal and scientific professionalsBuilding consensus among like-minded small and mid-sized businesses to drive policyIncreased regulation rationalizes market in favor of those who can navigate shifting regulationInvested ~$17 million to support an extensive portfolio of products through the PMTA processTPB has unique capabilities to get proprietary brands through regulatory regime changesFDA’s PMTA process is a transformational regulatory process that likely consolidates the vape marketSubmitted applications for 250 products ahead of the PMTA deadline on September 9, 2020NewGen is well-positioned for growth in a post-PMTA environment with its extensive product portfolio 13 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

dosist – announced $15 million strategic investment on October 27, 2020Leading globally recognized cannabis brand with powerful marketing organizationProducts currently available in CA, CO, NV and Canada with plans for further expansionExpanding offerings from disposable pens to rechargeable pens and other form factorsExclusive co-development and distribution agreement of a new national CBD brand, createdin partnership with dosist’s thc-free business unit targeting the c-store channelOption to invest another $15 million at pre-determined terms within the next 12 monthsUS legal cannabis market projected to grow from $16 billion in 2020E to $34 billion by 20251Wild Hempettes – announced acquisition of 20% stake on October 5, 2020Leading manufacturer of hemp cigarettes under the WildHemp™ and Hempettes™ brandsExclusive distribution agreement under a profit-sharing agreement where TPB will extendthe product’s reach through its sales infrastructureOptions to increase stake to a 100% ownership position based on certain milestonesSmokable hemp CBD market expected to grow from $70-80 million in 2020E to $300-400 million by 20252 Strategic Investments Turning Point Brands (NYSE: TPB) Strategic Investments dosist and Wild Hempettes Focus on value-accretive investments that extend TPB’s reach intolarge and growing addressable markets 14 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | Source: Arcview Research/BDSA August 2020Source: Nielsen Research September 2020

2016 2017 2018 2019 9mo 19 9mo 20 YoY Smokeless (Stoker's)Looseleaf MST $47 31 $49 35 $48 42 $46 $34 $36 6%54 41 51 25% Total Smokeless $78 $85 $90 $100 $75 $87 16% Smoking (Zig-Zag)Wraps $46 $47 $49 $52 $40 $43 6% US Papers1 36 38 38 38 28 38 38% Canadian Papers 11 12 14 11 7 7 -8% Core Smoking $93 $96 $102 $102 $75 $88 17% Other (Non-Core)2 18 14 10 7 6 4 -22% Total Smoking $111 $110 $112 $109 $81 $92 14% Total NewGen $17 $91 $131 $153 $126 $120 -4% Total Net Sales $206 $286 $333 $362 $282 $300 6% Segment Breakdown Turning Point Brands (NYSE: TPB) Smokeless (Stoker’s) Drivers Looseleaf: Targeted sales initiatives in 2020MST: Same-store sales growth and long runway for distribution ramp Smoking (Zig-Zag) DriversIndustry levered to cannabis consumptionAlternative channel penetration (headshopsand dispensaries) and e-commerce rampWraps: Blunt Wraps distribution and new product introductions in 2021US Papers: New product ramp-up (eg cones)Canada: Alternative channel growth (Rec Marketing) and recent price increase (Q4 20)Non-Core: Declines less of a headwindNewGen DriversPMTA causing short-term disruption but creating tremendous long-term opportunityNu-X new product introductions driving proprietary products mix higher Note: $ in millions.1. Includes Zig-Zag e-commerce sales Internal initiatives leading to accelerated organic growth in our core segments 2. Includes de-emphasized low-margin products including MYO / pipe products (discontinued in 1Q20) and Cigars. 15 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | Total Sales and Segment Breakdown

$52.4 $60.0 $64.6 $67.3 2016 2017 2018 2019 2020E $87-90* TPB: Financial Summary Turning Point Brands (NYSE: TPB) Note: $ in millions. Reference GAAP reconciliation in Appendix. 2016 – 2020E Adjusted EBITDA CAGR: ~14%* TPB Earnings PerformanceRobust Adjusted EBITDA growth with significant acceleration expected for 2020 *2020E estimate based on guidance provided on October 27, 2020; CAGR based on mid-point of guidance 16 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Note: $ in millions. Asset-Light Business Model Turning Point Brands (NYSE: TPB) Building a Capital Efficient Business ModelAsset-light business model that generates significant free cash flow ADJUSTED EBITDA VS. CAPITAL EXPENDITURES Initiatives: Outsourced manufacturing of most products except Stoker’s MST supports our asset-light modelCapital efficiency enables investment in sales force expansion (a proven revenue driver), working capital and infrastructure to support new product launchesRe-deploy cash flow from recession-resistant, traditional tobacco business for accretive acquisitions and strategic investments Results:Significant cash flow available to reinvest in the business $52.4 $60.0 $64.6 $67.3 $3.2 $2.0 $2.3 $4.8 2016 2017 2018 2019 Adjusted EBITDA1 Capital Expenditures 1. Reference GAAP reconciliation in Appendix. 17 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

Q3 2020Highlights Net Sales of $104 million versus late-July guidance of $90 to $95 million with core segments outperformingAnnounced investments in Wild Hempettes and dosist2020 Guidance increased again2020 Net Sales $395 to $401 million (vs previous guidance of $353 to $370 million)2020 Adjusted EBITDA of $87 million to $90 million (vs previous guidance of $78 to $83 million)Q4 Net Sales of $95 to $101 million Why WeAre Winning Internal growth initiatives are driving a majority of the growth with core businesses outpacing market growthConsumer down-trading benefitting Stoker’s; increased cannabis consumption benefitting rolling paper marketOperating leverage: Streamlining the business (announced 11/2019) has led to $10 million in SG&A cost savingsValue-accretive capital deployment: Durfort assets, Wild Hempettes, dosist and opportunistic share repurchases~$100 million in liquidity leaves us well capitalized to take advantage of market opportunities Recent Business Highlights Turning Point Brands (NYSE: TPB) | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | 18 Recent Business Highlights Strong recent performance is a result of tactical repositioning of the business over the last 12 months and executing on this plan Management is focused on executing on its plan for growth during and after COVID-19 related impacts

2020 Objectives Turning Point Brands (NYSE: TPB) Maximize the Core BusinessDrive Stoker’s MST growth through increased distribution and same-store-sales growthExpand Zig-Zag’s reach with new product introductions, channel specific strategies and e-commerce initiativesPosition NewGen for Profitable GrowthStreamline vaping, maintain profitability while investing in new products via the PMTA processIntroduce products from Nu-X Ventures into companywide distribution infrastructureDrive Cost EfficiencyIncreased operating leverage through solid cost controls and spending efficiencies to deliver higher ROICIntroduce Proprietary ProductsIdentify and develop emerging product forms that consumers are increasingly gravitating towards (eg modern oral)Engage in Strategic AcquisitionsEfficiently deploy capital on accretive acquisitions to accelerate company growthExecute on Blunt Wraps and Wild Hempettes distribution and dosist thc-free brand development | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | 19 2020 in Focus: Strategies and Objectives

Appendix Turning Point Brands (NYSE: TPB) | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M |

GAAP Reconciliation Turning Point Brands (NYSE: TPB) | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | ($ in millions) 2016 2017 2018 2019 Net income attributable to Turning Point Brands, Inc. $26.9 $20.2 $25.3 $13.8 Add:Interest expense, net $26.6 $16.9 $14.8 $17.3 Loss on extinguishment of debt 2.8 6.1 2.4 1.3 Income tax expense (12.0) 7.3 6.3 2.0 Depreciation expense 1.2 1.6 2.1 2.6 Amortization expense 0.1 0.7 1.0 1.5 EBITDA $45.6 $52.8 $51.9 $38.6 Components of Adjusted EBITDA Other (a) $1.5 $1.3 $0.4 $0.4 Stock options, restricted stock, and incentives expense (b) 0.2 0.7 1.4 4.6 Transactional expenses and strategic initiatives (c) 1.6 2.1 4.5 1.8 New product launch costs (d) 2.7 2.4 1.8 6.2 FDA PMTA (e) 0.0 0.0 0.0 2.2 Corporate and vapor restructuring (f) 0.0 0.6 4.6 19.2 Vendor settlement (g) 0.0 0.0 0.0 (5.5) Bonus (h) 0.9 0.1 0.0 0.0 Reconciliation of GAAP Net Income to Adjusted EBITDA Adjusted EBITDA $52.4 $60.0(a) Represents LIFO adjustment, non-cash pension expense (income) and foreign exchange hedging. (b) Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs.(c) Represents the fees incurred for transaction expenses and strategic initiatives. (d) Represents product launch costs for our new product lines.Represents costs associated with applications related to FDA PMTA.Represents costs associated with corporate and vapor restructuring including severance and inventory reserves. (g) Represents net gain associated with the settlement of a vendor contract.(h) Represents bonuses associated with the December 2017 Tax Cuts and Jobs Act and non-recurring compensation expenses incurred coinciding with the May 2016 IPO. $64.6 $67.3 21 GAAP Reconciliation

THANK YOU | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | Turning Point Brands (NYSE: TPB)