|
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
N/A
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
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)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Item 2.02.
|
Results of Operations and Financial Condition.
|
|
Item 7.01.
|
Regulation FD Disclosure.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Press Release dated October 27, 2020
|
|
Investor Presentation dated October 27, 2020
|
|
TURNING POINT BRANDS, INC.
|
|||
|
Dated: October 27, 2020
|
By:
|
/s/ James Dobbins
|
|
|
James Dobbins
|
|||
|
Senior Vice President, General Counsel and Secretary
|
|||

| ✓ |
Net sales increased 7.6% to $104.2 million;
|
| ✓ |
Gross profit increased 12.8% to $48.3 million;
|
| ✓ |
Net income increased $1.5 million to $7.8 million despite PMTA costs incurred during the current quarter;
|
| ✓ |
Adjusted EBITDA increased 27.4% to $23.9 million (see Schedule A for a reconciliation to net income);
|
| ✓ |
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);
|
| • |
$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.
|
| • |
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;
|
| • |
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;
|
| • |
the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;
|
| • |
failure to maintain consumer brand recognition and loyalty of our customers;
|
| • |
our reliance on relationships with several large retailers and national chains for distribution of our products;
|
| • |
uncertainty and continued evolution of markets containing our NewGen products;
|
| • |
intense competition and our ability to compete effectively;
|
| • |
competition from illicit sources;
|
| • |
regulation of our products by the FDA, which has broad regulatory powers;
|
| • |
our products are subject to developing and unpredictable regulation, for example, current court action moving forward certain substantial Pre Market Tobacco Application obligations;
|
| • |
uncertainty related to the regulation and taxation of our NewGen products;
|
| • |
possible significant increases in federal, state and local municipal tobacco- and vapor-related taxes;
|
| • |
sensitivity of end-customers to increased sales taxes and economic conditions;
|
| • |
substantial and increasing U.S. regulation;
|
| • |
possible increasing international control and regulation;
|
| • |
failure to comply with certain regulations;
|
| • |
imposition of significant tariffs on imports into the U.S.;
|
| • |
the scientific community’s lack of information regarding the long-term health effects of certain substances contained in some of our products;
|
| • |
some of our products contain nicotine which is considered to be a highly addictive substance;
|
| • |
contamination of our tobacco supply or products;
|
| • |
requirement to maintain compliance with master settlement agreement escrow account;
|
| • |
our amount of indebtedness;
|
| • |
the terms of our credit facilities, which may restrict our current and future operations;
|
| • |
significant product liability litigation;
|
| • |
reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, potentially decreasing our stock price;
|
| • |
failure to maintain our status as an emerging growth company before the five-year maximum time period a company may retain such status;
|
| • |
our principal stockholders will be able to exert significant influence over matters submitted to our stockholders and may take certain actions to prevent takeovers;
|
| • |
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
common stock;
|
| • |
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
in Restricted Investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;
|
| • |
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;
|
| • |
our reliance on information technology;
|
| • |
security and privacy breaches;
|
| • |
infringement on our intellectual property;
|
| • |
third-party claims that we infringe on their intellectual property;
|
| • |
failure to manage our growth;
|
| • |
failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions;
|
| • |
fluctuations in our results;
|
| • |
exchange rate fluctuations;
|
| • |
adverse U.S. and global economic conditions;
|
| • |
departure of key management personnel or our inability to attract and retain talent;
|
| • |
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;
and
|
| • |
we may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
|
|
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
|
||||
|
(unaudited)
|
||||||||
|
ASSETS
|
September 30,
2020 |
December 31,
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
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
|
||||
|
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
|
||||
|
Three Months Ended
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.
|
|
(d)
|
Represents product launch costs of our new product lines.
|
|
(e)
|
Represents costs associated with applications related to FDA PMTA.
|
|
(f)
|
Represents costs associated with corporate and vapor restructuring including severance and inventory reserves.
|
|
Three Months Ended
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
|
||||||||
|
Consolidated
|
Smokeless
|
Smoking
|
NewGen
|
|||||||||||||||||||||||||||||
|
3rd Quarter
2020 |
3rd Quarter
2019 |
3rd Quarter
2020 |
3rd Quarter
2019 |
3rd Quarter
2020 |
3rd Quarter
2019 |
3rd Quarter
2020 |
3rd Quarter
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
|
||||||||||||||||





















