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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 001-37763

TURNING POINT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-0709285
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

5201 Interchange Way, Louisville, KY		40229
(Address of principal executive offices)		(Zip Code)

(502) 778-4421

(Registrant’s telephone number, including area code)

Former name, former address and former fiscal year, if changed since last report: not applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At November 1, 2024, there were 17,697,007 shares outstanding of the registrant’s voting common stock, par value $0.01 per share.

TURNING POINT BRANDS, INC.

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			Page No.
PART I—FINANCIAL INFORMATION

	ITEM 1	Financial Statements (Unaudited)

		Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023	5

		Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023	6

		Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	7

		Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	8

		Consolidated Statements of Changes in Stockholders’ Equity for the three months ended September 30, 2024 and 2023	9

		Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2024 and 2023	10

		Notes to Consolidated Financial Statements	11

	ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

	ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	46

	ITEM 4	Controls and Procedures	46

PART II—OTHER INFORMATION

	ITEM 1	Legal Proceedings	47

	ITEM 1A	Risk Factors	47

	ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	47

	ITEM 3	Defaults Upon Senior Securities	47

	ITEM 4	Mine Safety Disclosures	47

	ITEM 5	Other Information	47

	ITEM 6	Exhibits	48

	Signatures		49

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (this “Quarterly Report”), 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 Turning Point Brands, Inc. (“TPB”), in this Quarterly Report on Form 10-Q 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;

●

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, as well as other supply chain concerns, including delays in product shipments and increases in freight cost;

●

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;

●

intense competition and our ability to compete effectively;

●

competition from illicit sources and the damage caused by illicit products to our brand equity;

●

contamination of our tobacco supply or products;

●

uncertainty and continued evolution of the markets for our products;

●

complications with the design or implementation of our new enterprise resource planning system could adversely impact our business and operations;

●

substantial and increasing regulation and changes in U.S. Food and Drug Administration (“FDA”) enforcement priorities;

●

regulation or marketing denials of our products by the FDA, which has broad regulatory powers;

●

many of our products contain nicotine, which is considered to be a highly addictive substance;

●

requirement to maintain compliance with master settlement agreement escrow account;

●

possible significant increases in federal, state and local municipal tobacco- and nicotine-related taxes;

●

our products are marketed pursuant to a policy of FDA enforcement priorities which could change, and our products could become subject to increased regulatory burdens by the FDA;

●

uncertainty related to the PMTA application process;

●

our products are subject to developing and unpredictable regulation, such as court actions that impact obligations;

●

increases in state and local regulation of our products have been proposed and/or enacted;

●

increases in the taxation of our products could adversely affect our business;

●

sensitivity of end-customers to increased sales taxes and economic conditions, including as a result of inflation and other declines in purchasing power;

●

possible increasing international control and regulation;

●

failure to comply with environmental, health and safety regulations;

●

imposition of or increases to 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;

●

significant product liability litigation;

●

our amount of indebtedness;

●

the terms of our indebtedness, which may restrict our current and future operations;

●

our ability to establish and maintain effective internal controls over financial reporting;

●

identification of material weaknesses in our internal control over financial reporting, which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price;

●

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 (as defined in our Certificate of Incorporation) being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;

●

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;

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●

we may issue preferred stock whose terms could adversely affect the voting power or value of our common stock;

●

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;

●

adverse impact of climate change;

●

our reliance on information technology;

●

cybersecurity and privacy breaches, which have increased in part due to artificial intelligence;

●

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;

●

infringement on or misappropriation of our intellectual property;

●

third-party claims that we infringe on their intellectual property; and

●

failure to meet expectations relating to environmental, social and governance factors.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Turning Point Brands, Inc.

Consolidated Balance Sheets

(dollars in thousands except share data)

	(unaudited)
	September 30,			December 31,
ASSETS	2024			2023
Current assets:
Cash	$	33,557		$	117,886
Accounts receivable, net of allowances of $59 in 2024 and $78 in 2023		10,582			9,989
Inventories, net		106,416			98,960
Other current assets		34,197			40,781
Total current assets		184,752			267,616
Property, plant, and equipment, net		26,082			25,300
Deferred income taxes		919			1,468
Right of use assets		10,788			11,480
Deferred financing costs, net		1,984			2,450
Goodwill		136,413			136,250
Other intangible assets, net		78,621			80,942
Master Settlement Agreement (MSA) escrow deposits		29,482			28,684
Other assets		18,968			15,166
Total assets	$	488,009		$	569,356

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	13,436		$	8,407
Accrued liabilities		30,475			33,635
Current portion of long-term debt		–			58,294
Total current liabilities		43,911			100,336
Notes payable and long-term debt		248,282			307,064
Lease liabilities		9,057			9,950
Total liabilities	$	301,250		$	417,350

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; 20,167,180 issued shares and 17,716,847 outstanding shares at September 30, 2024, and 19,922,137 issued shares and 17,605,677 outstanding shares at December 31, 2023		202			199
Common stock, nonvoting, $0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-		–			–
Additional paid-in capital		123,833			119,075
Cost of repurchased common stock (2,450,333 shares at September 30, 2024 and 2,316,460 shares December 31, 2023)		(82,263	)		(78,093	)
Accumulated other comprehensive loss		(2,112	)		(2,648	)
Accumulated earnings		146,014			112,443
Non-controlling interest		1,085			1,030
Total stockholders’ equity		186,759			152,006
Total liabilities and stockholders’ equity	$	488,009		$	569,356

The accompanying notes are an integral part of the consolidated financial statements.

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Turning Point Brands, Inc.

Consolidated Statements of Income

(dollars in thousands except share and per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net sales⁽¹⁾	$	105,617		$	101,722		$	311,187		$	308,273
Cost of sales		51,918			50,100			151,735			155,556
Gross profit		53,699			51,622			159,452			152,717
Selling, general, and administrative expenses		33,169			31,385			98,568			94,093
Other operating income		–			–			(1,674	)		–
Operating income		20,530			20,237			62,558			58,624
Interest expense, net		3,773			3,984			10,243			12,013
Investment (gain) loss		(203	)		2,101			2,117			10,980
Gain on extinguishment of debt		–			(481	)		–			(1,858	)
Income before income taxes		16,960			14,633			50,198			37,489
Income tax expense		4,601			3,767			12,743			9,573
Consolidated net income		12,359			10,866			37,455			27,916
Net (loss) income attributable to non-controlling interest		(16	)		35			66			(437	)
Net income attributable to Turning Point Brands, Inc.	$	12,375		$	10,831		$	37,389		$	28,353

Basic income per common share:
Net income attributable to Turning Point Brands, Inc.	$	0.70		$	0.62		$	2.11		$	1.61
Diluted income per common share:
Net income attributable to Turning Point Brands, Inc.	$	0.68		$	0.58		$	1.99		$	1.51
Weighted average common shares outstanding:
Basic		17,722,855			17,595,980			17,678,257			17,569,493
Diluted		18,448,720			20,098,450			19,600,650			20,415,786

(1)

Net sales include excise taxes billed to customers of $0.8 million and $1.0 million for the three months ended September 30, 2024 and 2023, respectively. Net sales include excise taxes billed to customer of $2.3 million and $3.4 million for the nine months ended September 30, 2024 and 2023, respectively.

The accompanying notes are an integral part of the consolidated financial statements.

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Turning Point Brands, Inc.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

	Three Months Ended September 30,
	2024			2023
Consolidated net income	$	12,359		$	10,866

Other comprehensive income (loss), net of tax
Unrealized gain (loss) on MSA investments, net of tax of $245 in 2024 and $168 in 2023		829			(527	)
Foreign currency translation, net of tax of $0 in 2024 and 2023		18			270
Unrealized gain (loss) on derivative instruments, net of tax of $27 in 2024 and $102 in 2023		92			(320	)
Unrealized gain on investments, net of tax of $0 in 2024		27			–
		966			(577	)
Consolidated comprehensive income		13,325			10,289
Comprehensive (loss) income attributable to non-controlling interest		(16	)		35
Comprehensive income attributable to Turning Point Brands, Inc.	$	13,341		$	10,254

	Nine Months Ended September 30,
	2024			2023
Consolidated net income	$	37,455		$	27,916

Other comprehensive income (loss), net of tax
Unrealized gain (loss) on MSA investments, net of tax of $226 in 2024 and $108 in 2023		572			(339	)
Foreign currency translation, net of tax of $0 in 2024 and 2023		5			23
Unrealized loss on derivative instruments, net of tax of $26 in 2024 and $361 in 2023		(79	)		(1,136	)
Unrealized gain on investments, net of tax of $0 in 2024		27			–
		525			(1,452	)
Consolidated comprehensive income		37,980			26,464
Comprehensive income (loss) attributable to non-controlling interest		66			(437	)
Comprehensive income attributable to Turning Point Brands, Inc.	$	37,914		$	26,901

The accompanying notes are an integral part of the consolidated financial statements.

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Turning Point Brands, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Consolidated net income	$	37,455		$	27,916
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on extinguishment of debt		–			(1,858	)
Loss on sale of property, plant, and equipment		38			34
Gain on MSA investments		(14	)		–
Depreciation and other amortization expense		3,393			2,388
Amortization of other intangible assets		2,337			2,315
Amortization of deferred financing costs		1,947			1,795
Deferred income tax expense		349			694
Stock compensation expense		5,720			4,660
Noncash lease income		(317	)		(48	)
Loss on investments		2,722			11,162
Changes in operating assets and liabilities:
Accounts receivable		(412	)		(2,112	)
Inventories		(7,281	)		3,036
Other current assets		3,075			(1,384	)
Other assets		(1,031	)		(5,110	)
Accounts payable		5,019			2,865
Accrued liabilities and other		(3,679	)		(6,348	)
Net cash provided by operating activities	$	49,321		$	40,005

Cash flows from investing activities:
Capital expenditures	$	(3,516	)	$	(4,206	)
Purchases of investments		(8,865	)		(200	)
Proceeds from sale of investments		4,520			–
Purchases of non-marketable equity investments		(1,250	)		–
Proceeds on the sale of property, plant and equipment		3			3
MSA escrow deposits, net		44			–
Net cash used in investing activities	$	(9,064	)	$	(4,403	)

Cash flows from financing activities:
Convertible Senior Notes repurchased	$	–		$	(41,794	)
Payment of Convertible Senior Notes		(118,541	)		–
Proceeds from call options		–			114
Payment of financing costs		(133	)		–
Payment of dividends		(3,644	)		(3,354	)
Exercise of options		1,341			419
Redemption of options		(328	)		(346	)
Redemption of restricted stock units		(840	)		–
Redemption of performance based restricted stock units		(1,212	)		(995	)
Common stock repurchased		(4,170	)		–
Net cash used in financing activities	$	(127,527	)	$	(45,956	)

Net decrease in cash	$	(87,270	)	$	(10,354	)
Effect of foreign currency translation on cash	$	(29	)	$	22

Cash, beginning of period:
Unrestricted	$	117,886		$	106,403
Restricted		4,929			4,929
Total cash at beginning of period	$	122,815		$	111,332

Cash, end of period:
Unrestricted	$	33,557		$	96,071
Restricted		1,959			4,929
Total cash at end of period	$	35,516		$	101,000

Supplemental schedule of noncash investing activities:
Accrued capital expenditures	$	23		$	66
Accrued consideration for acquisition of investments	$	–		$	250

Supplemental schedule of noncash financing activities:
Dividends declared not paid	$	1,278		$	1,187

The accompanying notes are an integral part of the consolidated financial statements

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Turning Point Brands, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended September 30, 2024 and 2023

(dollars in thousands except share data)

(unaudited)

									Cost of			Accumulated
				Common		Additional			Repurchased			Other						Non-
	Voting			Stock,		Paid-In			Common			Comprehensive			Accumulated			Controlling
	Shares			Voting		Capital			Stock			Income (Loss)			Earnings			Interest			Total
Beginning balance July 1, 2024		17,703,166		$	201	$	121,948		$	(81,144	)	$	(3,072	)	$	134,917		$	1,095		$	173,945

Unrealized gain on MSA investments, net of tax of $245		–			–		–			–			829			–			–			829
Unrealized gain on derivative instruments, net of tax of $27		–			–		–			–			92			–			–			92
Foreign currency translation, net of tax of $0		–			–		–			–			12			–			6			18
Unrealized gain on investments, net of tax of $0		–			–		–			–			27			–			–			27
Stock compensation expense		–			–		1,769			–			–			–			–			1,769
Exercise of options		38,104			1		440			–			–			–			–			441
Redemption of options		(9,055	)		–		(324	)		–			–			–						(324	)
Cost of repurchased common stock		(26,978	)		–		–			(1,119	)		–			–			–			(1,119	)
Issuance of restricted stock units		11,610			–		–			–			–			–			–			–
Dividends		–			–		–			–			–			(1,278	)		–			(1,278	)
Net income		–			–		–			–			–			12,375			(16	)		12,359
Ending balance September 30, 2024		17,716,847		$	202	$	123,833		$	(82,263	)	$	(2,112	)	$	146,014		$	1,085		$	186,759

Beginning balance July 1, 2023		17,595,579		$	199	$	115,272		$	(78,093	)	$	(3,181	)	$	93,873		$	1,176		$	129,246

Unrealized loss on MSA investments, net of tax of $168		–			–		–			–			(527	)		–			–			(527	)
Unrealized loss on derivative instruments, net of tax of $102		–			–		–			–			(320	)		–			–			(320	)
Foreign currency translation, net of tax of $0		–			–		–			–			173			–			97			270
Stock compensation expense		–			–		1,824			–			–			–			–			1,824
Exercise of options		843			–		13			–			–			–			–			13
Settlement of call options, net of tax of $11		–			–		34			–			–			-			-			34
Dividends		–			–		–			–			–			(1,187	)		–			(1,187	)
Net income		–			–		–			–			–			10,831			35			10,866
Ending balance September 30, 2023		17,596,422		$	199	$	117,143		$	(78,093	)	$	(3,855	)	$	103,517		$	1,308		$	140,219

The accompanying notes are an integral part of the consolidated financial statements.

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Turning Point Brands, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Months Ended September 30, 2024 and 2023

(dollars in thousands except share data)

(unaudited)

												Accumulated
				Common		Additional			Cost of			Other						Non-
	Voting			Stock,		Paid-In			Repurchased			Comprehensive			Accumulated			Controlling
	Shares			Voting		Capital			Common Stock			Income (Loss)			Earnings			Interest			Total
Beginning balance January 1, 2024		17,605,677		$	199	$	119,075		$	(78,093	)	$	(2,648	)	$	112,443		$	1,030		$	152,006

Unrealized gain on MSA investments, net of tax of $226		–			–		–			–			572			–			–			572
Unrealized loss on derivative instruments, net of tax of $26		–			–		–			–			(79	)		–			–			(79	)
Foreign currency translation, net of tax of $0		–			–		–			–			16			–			(11	)		5
Unrealized gain on investments, net of tax of $0		–			–		–			–			27			–			–			27
Stock compensation expense		–			–		5,720			–			–			–			–			5,720
Exercise of options		99,551			1		1,340			–			–			–			–			1,341
Redemption of options		(9,223	)		–		(328	)		–			–			–			–			(328	)
Cost of repurchased common stock		(133,873	)		–		–			(4,170	)		–			–			–			(4,170	)
Issuance of performance based restricted stock units		129,323			1		–			–			–			–			–			1
Redemption of performance based restricted stock units		(48,177	)		–		(1,212	)		–			–			–			–			(1,212	)
Issuance of restricted stock units		101,650			1		78			–			–			–			–			79
Redemption of restricted stock units		(28,081	)		–		(840	)		–			–			–			–			(840	)
Dividends		–			–		–			–			–			(3,818	)		–			(3,818	)
Net income		–			–		–			–			–			37,389			66			37,455
Ending balance September 30, 2024		17,716,847		$	202	$	123,833		$	(82,263	)	$	(2,112	)	$	146,014		$	1,085		$	186,759

Beginning balance January 1, 2023		17,485,163		$	198	$	113,242		$	(78,093	)	$	(2,393	)	$	78,691		$	1,735		$	113,380

Unrealized loss on MSA investments, net of tax of $108		–			–		–			–			(339	)		–			–			(339	)
Unrealized loss on derivative instruments, net of tax of $361		–			–		–			–			(1,136	)		–			–			(1,136	)
Foreign currency translation, net of tax of $0		–			–		–			–			13			–			10			23
Stock compensation expense		–			–		4,660			–			–			–			–			4,660
Exercise of options		30,214			–		419			–			–			–			–			419
Redemption of options		(15,985	)		–		(346	)		–			–			–			–			(346	)
Issuance of performance based restricted stock units		140,324			1		77			–			–			–			–			78
Redemption of performance based restricted stock units		(43,294	)		–		(995	)		–			–			–			–			(995	)
Settlement of call options, net of tax of $28		–			–		86			–			–			–			–			86
Dividends		–			–		–			–			–			(3,527	)		–			(3,527	)
Net income		–			–		–			–			–			28,353			(437	)		27,916
Ending balance September 30, 2023		17,596,422		$	199	$	117,143		$	(78,093	)	$	(3,855	)	$	103,517		$	1,308		$	140,219

The accompanying notes are an integral part of the consolidated financial statements.

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Turning Point Brands, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except where designated and per share data)

Note 1. Business and Basis of Presentation

Description of Business

Turning Point Brands, Inc., including its subsidiaries (collectively referred to herein as the “Company,” “we,” “our,” or “us”), is a leading manufacturer, marketer and distributor of branded consumer products. The Company sells a wide range of products to adult consumers consisting of staple products with its iconic brands Zig-Zag^®and Stoker’s^®and its next generation products to fulfill evolving consumer preferences. Its segments are led by its core proprietary and iconic brands: Zig-Zag^® and Stoker’s^® along with FRE^®, Beech-Nut^® and Trophy^®. The Company’s products are available in more than 217,000 retail outlets in North America. The Company operates three segments: (i) Zig-Zag products, (ii) Stoker’s products, and (iii) Creative Distribution Solutions (“CDS”, formerly known as NewGen).

Basis of Presentation

The accompanying unaudited, interim, consolidated financial statements have been prepared in accordance with the accounting practices described in the Company’s audited, consolidated financial statements as of and for the year ended December 31, 2023. In the opinion of management, the unaudited, interim, consolidated financial statements included herein contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company for the periods presented. Such adjustments, other than nonrecurring adjustments separately disclosed, are of a normal and recurring nature. The operating results for interim periods are not necessarily indicative of results to be expected for a full year or future interim periods. The unaudited, interim, consolidated financial statements should be read in conjunction with the Company’s audited, consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023. The accompanying interim, consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, accordingly, do not include all the disclosures required by generally accepted accounting principles in the United States (“GAAP”) with respect to annual financial statements.

Recent accounting pronouncements

Issued but not yet adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that enhances reportable segment disclosures by requiring disclosure of significant reportable segment expenses and other items regularly provided to the Chief Operating Decision Maker (“CODM”) and included within measures of a segment’s profit or loss. Additional requirements include the title and position of the CODM and an explanation of how the CODM uses the reported measure of a segment’s profit or loss to assess performance and allocate resources, and the amount and composition of other segment items necessary to reconcile segment revenue, significant expenses, and the reported measure of profit or loss. The guidance also expands interim disclosure requirements such that nearly all annual quantitative segment disclosures will be made on an interim basis. This guidance must be applied retrospectively to all prior periods presented and will become effective for the Company beginning with its fiscal 2024 annual financial statements and interim periods starting in fiscal 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects that enhanced disclosures will likely be required upon adoption.

In December 2023, the FASB issued guidance which enhances income tax disclosures to require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions under certain conditions. The guidance also requires disclosure of amounts and percentages in the annual rate reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. This guidance will be effective for the Company beginning with its fiscal 2025 annual financial statements, with early adoption permitted. The guidance may be applied prospectively, while retrospective application is permitted. The Company is currently assessing the impact of this guidance and expects its incremental disclosures will likely be provided on a prospective basis upon adoption.

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Note 2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and variable interest entities for which the Company is considered the primary beneficiary. All significant intercompany transactions have been eliminated.

Revenue Recognition

The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606), which includes excise taxes and shipping and handling charges billed to customers, net of cash discounts for prompt payment, sales returns and incentives, upon delivery of goods to the customer – at which time the Company’s performance obligation is satisfied - at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five-step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. The Company includes in its transaction price excise taxes on smokeless tobacco, cigars or other nicotine products billed to customers, and excludes sales taxes and value-added taxes imposed at the time of sale.

The Company records an allowance for sales returns, based principally on historical volume and return rates, which is included in accrued liabilities on the consolidated balance sheets. The Company records sales incentives, which consist of consumer incentives and trade promotion activities, as a reduction in revenues (a portion of which is based on amounts estimated to be due to wholesalers, retailers and consumers at the end of the period) based principally on historical volume and utilization rates. Expected payments for sales incentives are included in accrued liabilities on the consolidated balance sheets.

A further requirement of ASC 606 is for entities to disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company’s management views business performance through segments that closely resemble the performance of major product lines. Thus, the primary and most useful disaggregation of the Company’s contract revenue for decision making purposes is the disaggregation by segment which can be found in Note 16, “Segment Information”. An additional disaggregation of contract revenue by sales channel can be found within Note 16 as well.

Shipping Costs

The Company records shipping costs incurred as a component of selling, general, and administrative expenses. Shipping costs incurred were approximately $5.5 million and $5.1 million for the three months ending September 30, 2024 and 2023, respectively. Shipping costs incurred were approximately $16.3 million and $17.0 million for the nine months ending September 30, 2024 and 2023, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method. Leaf tobacco is presented in current assets in accordance with standard industry practice, notwithstanding the fact that such tobaccos are carried longer than one year for the purpose of curing.

Fair Value

GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under GAAP are described below:

●

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets at the measurement date.

●

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●

Level 3 – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

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Derivative Instruments

The Company enters into foreign currency forward contracts to hedge a portion of its exposure to changes in foreign currency exchange rates on inventory purchase commitments. The Company accounts for its forward contracts under the provisions of ASC 815, Derivatives and Hedging. Under the Company’s policy, the Company may hedge up to 100% of its anticipated purchases of inventory in the denominated invoice currency over a forward period not to exceed twelve months. The Company may also, from time to time, hedge up to 100% of its non-inventory purchases (e.g., production equipment) in the denominated invoice currency. Forward contracts that qualify as hedges are adjusted to their fair value through other comprehensive income as determined by market prices on the measurement date, except any hedge ineffectiveness which is recognized currently in income. Gains and losses on these forward contracts are reclassified from other comprehensive income into inventory as the related inventories are received and are transferred to net income as inventory is sold. Changes in fair value of any contracts that do not qualify for hedge accounting or are not designated as hedges are recognized currently in income.

Risks and Uncertainties

Manufacturers and sellers of tobacco products are subject to regulation at the federal, state, and local levels. Such regulations include, among others, labeling requirements, limitations on advertising, and prohibition of sales to minors. The tobacco industry is likely to continue to be heavily regulated. There can be no assurance as to the ultimate content, timing, or effect of any regulation of tobacco products by any federal, state, or local legislative or regulatory body, nor can there be any assurance that any such legislation or regulation would not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In a number of states targeted flavor bans have been proposed or enacted legislatively or by the administrative process. Depending on the number and location of such bans, that legislation or regulation could have a material adverse effect on the Company’s financial position, results of operations or cash flows. The U.S. Food and Drug Administration (“FDA”) continues to consider various restrictive regulations around our products, including targeted flavor bans; however, the details, timing, and ultimate implementation of such measures remain unclear.

The tobacco industry has experienced, and is experiencing, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers and sellers of cigarettes for injuries allegedly caused by smoking or exposure to smoke. However, several lawsuits have been brought against manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. Typically, such claims assert that use of smokeless products is addictive and causes oral cancer. Additionally, several lawsuits have been brought against manufacturers and distributors of Creative Distribution Solutions products due to malfunctioning devices. There can be no assurance the Company will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Master Settlement Agreement (MSA)

Pursuant to the Master Settlement Agreement (the “MSA”) entered into in November 1998 by most states (represented by their attorneys general acting through the National Association of Attorneys General) and subsequent states’ statutes, a “cigarette manufacturer” (which is defined to include a manufacturer of make-your-own (“MYO”) cigarette tobacco) has the option of either becoming a signatory to the MSA or opening, funding, and maintaining an escrow account to have funds available for certain potential tobacco-related liabilities with sub-accounts on behalf of each settling state. Such companies are entitled to direct the investment of the escrowed funds and withdraw any appreciation but cannot withdraw the principal for twenty-five years from the year of each annual deposit, except to withdraw funds deposited pursuant to an individual state’s escrow statute to pay a final judgement to that state’s plaintiffs in the event of such a final judgement against the Company. The Company chose to open and fund an escrow account as its method of compliance. It is the Company’s policy to record amounts on deposit in the escrow account for prior years as a non-current asset. As of September 30, 2024, the Company had on deposit approximately $32.1 million, the fair value of which was approximately $29.5 million. At December 31, 2023, the Company had on deposit approximately $32.1 million, the fair value of which was approximately $28.7 million. The Company discontinued its generic category of MYO in 2019 and its Zig-Zag branded MYO cigarette smoking tobacco in 2017. Thus, pending a change in MSA legislation, the Company has no remaining product lines covered by the MSA and will not be required to make future escrow deposits.

The Company has chosen to invest a portion of the MSA escrow, from time to time, in U.S. Government securities including TIPS, Treasury Notes, and Treasury Bonds. These investments are classified as available-for-sale and carried at fair value. Realized losses are prohibited under the MSA; any investment in an unrealized loss position will be held until the value is recovered, or until maturity.

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Fair values for the U.S. Governmental agency obligations are Level 2 in the fair value hierarchy. The following tables show cost and estimated fair value of the assets held in the MSA account, respectively, as well as the maturities of the U.S. Governmental agency obligations held in such account for the periods indicated.

	As of September 30, 2024							As of December 31, 2023
			Gross			Estimated				Gross			Estimated
			Unrealized			Fair				Unrealized			Fair
	Cost		Gains (Losses)			Value		Cost		Losses			Value
Cash and cash equivalents	$	1,959	$	–		$	1,959	$	1,929	$	–		$	1,929
U.S. Governmental agency obligations (unrealized position < 12 months)		2,170		57			2,227		–		–			–
U.S. Governmental agency obligations (unrealized position > 12 months)		27,944		(2,648	)		25,296		30,144		(3,389	)		26,755
	$	32,073	$	(2,591	)	$	29,482	$	32,073	$	(3,389	)	$	28,684

	As of
Maturities:	September 30, 2024
Less than one year	$	2,250
One to five years		14,771
Five to ten years		11,138
Greater than ten years		1,955
Total	$	30,114

The following shows the amount of deposits by sales year for the MSA escrow account:

	Deposits as of
Sales Year	September 30, 2024		December 31, 2023
1999	$	211	$	211
2000		1,017		1,017
2001		1,673		1,673
2002		2,271		2,271
2003		4,249		4,249
2004		3,714		3,714
2005		4,553		4,553
2006		3,847		3,847
2007		4,167		4,167
2008		3,364		3,364
2009		1,619		1,619
2010		406		406
2011		193		193
2012		199		199
2013		173		173
2014		143		143
2015		101		101
2016		91		91
2017		82		82

Total	$	32,073	$	32,073

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Note 3. Derivative Instruments

Foreign Currency

During the nine months ended September 30, 2024, the Company executed various foreign exchange contracts for the purchase and sale of €1.5 million with maturity dates ranging from October to December 2024.

At September 30, 2024, the Company had foreign currency contracts outstanding for the purchase of €1.5 million and sale of €1.5 million. The foreign currency contracts’ fair value at September 30, 2024, resulted in an asset of $0.0 million included in Other current assets and a liability of $0.0 million included in Accrued liabilities. At December 31, 2023, the Company had foreign currency contracts outstanding for the purchase of €15.2 million and sale of €15.2 million. The foreign currency contracts’ fair value at December 31, 2023, resulted in an asset of $0.3 million included in Other current assets and a liability of $0.1 million included in Accrued liabilities.

Note 4. Fair Value of Financial Instruments

The estimated fair value amounts have been determined by the Company using the methods and assumptions described below. However, considerable judgment is required to interpret market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash and Cash Equivalents

Cash and cash equivalents are, by definition, short-term. Thus, the carrying amount is a reasonable estimate of fair value.

Accounts Receivable

The fair value of accounts receivable approximates their carrying value due to their short-term nature.

Long-Term Debt

The Company’s Senior Secured Notes (as defined in Note 10) bear interest at a rate of 5.625% per year. As of September 30, 2024, the fair value approximated $249.0 million, with a carrying value of $250 million. As of December 31, 2023, the fair value of the Senior Secured Notes approximated $234.9 million, with a carrying value of $250 million.

The Convertible Senior Notes (as defined in Note 10) matured on July 15, 2024 and were retired with cash. As of December 31, 2023, the fair value of the Convertible Senior Notes without the conversion feature approximated $114.7 million, with a carrying value of $118.5 million.

See Note 10, “Notes Payable and Long-Term Debt”, for further information regarding the Company’s long-term debt.

Note 5. Inventories

The components of inventories are as follows:

	September 30,		December 31,
	2024		2023
Raw materials and work in process	$	7,324	$	5,201
Leaf tobacco		37,761		34,894
Finished goods - Zig-Zag products		40,267		41,783
Finished goods - Stoker’s products		12,753		8,090
Finished goods - Creative Distribution Solutions		6,394		7,281
Other		1,917		1,711
Inventories	$	106,416	$	98,960

The inventory valuation allowance was $19.9 million as of September 30, 2024 and $20.6 million as of December 31, 2023.

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In December 2023, a third-party warehouse in Tennessee used to store some of the Company’s leaf tobacco incurred significant tornado damage resulting in damage to the leaf tobacco. As a result, the Company recorded a $15.2 million inventory reserve related to its leaf tobacco inventory which is included in Other operating income, net in the consolidated statement of income for the quarter ended December 31, 2023. The leaf tobacco inventory is covered by the Company’s stock throughput insurance policy and the Company believes the inventory loss is probable of being fully recovered under the policy. The Company has not incurred, and does not expect to incur, any delays in customer deliveries as a result of the damage.

Note 6. Other Current Assets

Other current assets consist of:

	September 30,		December 31,
	2024		2023
Inventory deposits	$	6,118	$	5,707
Insurance deposit		–		3,000
Prepaid taxes		877		153
Settlement receivable		–		4,000
Insurance recovery receivable		15,181		15,181
Other		12,021		12,740
Total	$	34,197	$	40,781

Note 7. Property, Plant, and Equipment

Property, plant, and equipment consists of:

	September 30,			December 31,
	2024			2023
Land	$	22		$	22
Buildings and improvements		4,217			3,956
Leasehold improvements		7,955			5,440
Machinery and equipment		30,258			29,751
Furniture and fixtures		8,204			8,391
Gross property, plant and equipment		50,656			47,560
Accumulated depreciation		(24,574	)		(22,260	)
Property, plant and equipment, net	$	26,082		$	25,300

Note 8. Other Assets

Other assets consist of:

	September 30,		December 31,
	2024		2023
Non-marketable equity investments	$	1,887	$	2,405
Debt security investments		6,274		6,750
Capitalized software		6,347		5,923
Available-for-sale marketable securities		4,372		–
Other		88		88
Total	$	18,968	$	15,166

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Debt and Non-Marketable Equity Investments

The Company records its non-marketable equity investments without a readily determinable fair value, that are not accounted for under the equity method, at cost, with adjustments for impairment and observable price changes. Should assumptions underlying the determination of the fair values of the Company’s non-marketable equity and debt security investments change, it could result in material future impairment charges.

In January 2024, the Company invested $0.8 million to acquire an 18.744% stake in Teaza Energy, LLC (“TeaZa”). TeaZa is an innovative brand of flavorful oral pouch products that can be dipped or sipped, designed as a health-conscious alternative to high energy drinks and other conventional oral stimulants. The investment was comprised of $0.5 million in cash and a $0.3 million payable to be offset against the Company’s allocated portion of future profit distributions. The Company also has options to purchase, at fair value, up to 51.744% of the equity interest in TeaZa between September 30, 2024 and January 31, 2025, and up to 100% of the equity interest from February 1, 2025, to June 30, 2026. The Company accounts for its investment in TeaZa using the equity method of accounting.

In July 2021, the Company invested $8.0 million in Old Pal Holding Company, LLC (“Old Pal”). In July 2022, the Company invested an additional $1.0 million in Old Pal. The Company invested in the form of a convertible note which includes additional follow-on investment rights. Interest on the convertible note is payable annually in arrears in July of each year. The accrued interest of $0.2 million, $0.3 million and $0.3 million was rolled into the convertible note in July 2022, 2023 and 2024, respectively, resulting in a total investment of $9.8 million. Old Pal is a leading brand in the cannabis lifestyle space that operates a non-plant touching licensing model. The convertible note bears an interest rate of 3.0% per year and matures July 31, 2027. Interest and principal not paid to date are receivable at maturity. Old Pal has the option to extend the maturity date of the convertible note in one-year increments. The interest rate is subject to change based on Old Pal reaching certain sales thresholds. The weighted average interest rate on the convertible note was 3.0% for the three and nine months ended September 30, 2024 and 2023. Old Pal has the option to convert the note into shares once sales reach a certain threshold. The conditions required to allow Old Pal to convert the note were not met as of September 30, 2024. Additionally, the Company has the right to convert the note into shares at any time. The Company has classified the debt security with Old Pal as available for sale. The Company reports interest income on available for sale debt securities in interest income in our Consolidated Statements of Income. The Company performs a qualitative assessment on a quarterly basis to determine if the fair value of the investment could be less than the amortized cost basis. In addition, the Company utilizes a third-party to perform a quantitative assessment to determine fair value using a Monte Carlo simulation (Level 3) when indicated, and at least bi-annually. In the second quarter of 2023, based on a quantitative assessment of the fair value, the Company determined the fair value to be $7.7 million and recorded an allowance for credit losses of $0.3 million which is included in investment loss for the nine months ended September 30, 2023. In the fourth quarter of 2023, the Company determined the fair value to be $6.9 million and recorded an allowance for credit losses of $1.0 million included in investment loss at December 31, 2023. In the second quarter of 2024, based upon a quantitative fair value assessment, the Company determined the fair value to be $6.3 million and recorded an allowance for credit losses of $0.8 million included in investment loss for the nine months ended September 30, 2024. The Company has recorded an accrued interest receivable of $0.1 million and $0.1 million at September 30, 2024 and December 31, 2023, respectively, in Other current assets on our Consolidated Balance Sheets.

In April 2021, the Company invested in Docklight Brands, Inc. In the first half of 2023, based on Docklight’s financial results, a decline in the revenue multiples for comparable public companies, and a significant change in Docklight’s business model, the Company deemed the investment in Docklight was fully impaired resulting in a loss of $8.7 million which was recorded in investment loss for the nine months ended September 30, 2023. Fair value for all periods presented was determined using a valuation derived from relevant revenue multiples (Level 3).

In October 2020, the Company acquired a 20% stake in Wild Hempettes, LLC. In the third quarter of 2023, based on Wild Hempettes financial results, the Company deemed its investment in Wild Hempettes to be impaired resulting in a $2.2 million impairment charge included in investment loss for the three and nine months ended September 30, 2023. In June 2024, the Company reached an agreement to return its 20% equity stake to Wild Hempettes for no consideration resulting in an impairment charge of $0.3 million recorded in investment loss for the nine months ended September 30, 2024. The investment was returned in the third quarter of 2024. The Company accounted for its 20% share of Wild Hempettes using the equity method of accounting. Fair value for the Company’s share of investment in Wild Hempettes was determined using a valuation derived from relevant revenue multiples (Level 3).

In October 2020, the Company invested in BOMANI Cold Buzz, LLC (“Bomani”). In the second quarter of 2024, due to market conditions in the cold brew, alcohol-infused caffeinated beverages industry, the Company has determined that the fair value of Bomani is zero, and thus recorded a $1.8 million impairment which is included in investment loss for the nine months ended September 30, 2024.

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Available-for-Sale Marketable Securities

In December 2023, the Company formed a captive insurance company, Interchange, IC, incorporated in the District of Columbia, to write a portion of its insurance coverage, including with respect to general product, and officer and director liability coverages under deductible reinsurance policies. Interchange, IC is a fully licensed captive insurance company holding a certificate of authority from the District of Columbia Department of Insurance, Securities and Banking. Interchange, IC is a wholly-owned subsidiary of Turning Point Brands and is consolidated in the Company’s financial statements.

The investments held within the captive are not available for operating activities and are carried at fair value on the consolidated balance sheet. They consist of money market, stocks, corporate bonds, government securities and real estate investment trusts. The Company believes any investments held with gross unrealized losses to be temporary and not the result of credit risk.

The Company’s captive investments are summarized in the following table (excludes money market funds):

	As of September 30, 2024
				Gross				Estimated
	Amortized			Unrealized				Fair
	Cost			Gains (Losses)				Value
Stocks		$	747		$	(21	)		$	726
Corporate bonds			2,383			27				2,410
U.S. Governmental agency obligations			900			–				900
Real estate investment trusts			334			2				336
		$	4,364		$	8			$	4,372

The following table summarizes the fair value of the Company’s captive investments by contractual maturity.

	As of
	September 30, 2024
Due within one year	$	2,231
Due in one to five years		179
Due after ten years		900
Stocks and real estate investment trusts		1,062
Total investments at fair value	$	4,372

Note 9. Accrued Liabilities

Accrued liabilities consist of:

	September 30,		December 31,
	2024		2023
Accrued payroll and related items	$	7,493	$	7,085
Customer returns and allowances		6,264		5,239
Taxes payable		2,024		3,821
Lease liabilities		2,830		2,678
Accrued interest		1,943		6,682
Other		9,921		8,130
Total	$	30,475	$	33,635

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Note 10. Notes Payable and Long-Term Debt

Notes payable and long-term debt consists of the following in order of preference:

	September 30,			December 31,
	2024			2023
Senior Secured Notes	$	250,000		$	250,000
Convertible Senior Notes		–			118,541
Gross notes payable and long-term debt		250,000			368,541
Less deferred finance charges		(1,718	)		(3,183	)
Less current maturities		–			(58,294	)
Notes payable and long-term debt	$	248,282		$	307,064

The components of interest expense, net consists of the following:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest expense	$	4,594		$	5,221		$	15,199		$	15,911
Interest income		(821	)		(1,237	)		(4,956	)		(3,898	)
Interest expense, net	$	3,773		$	3,984		$	10,243		$	12,013

Senior Secured Notes

On February 11, 2021, the Company closed a private offering (the “Offering”) of $250.0 million aggregate principal amount of its 5.625% senior secured notes due 2026 (the “Senior Secured Notes” or the “Notes”). The Senior Secured Notes bear interest at a rate of 5.625% and will mature on February 15, 2026. Interest on the Senior Secured Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2021. The Company used the proceeds from the Offering (i) to repay all obligations under and terminate the 2018 First Lien Credit Facility, (ii) to pay related fees, costs, and expenses and (iii) for general corporate purposes.

Obligations under the Senior Secured Notes are guaranteed by the Company’s existing and future wholly-owned domestic subsidiaries (the “Guarantors”) that guarantee any credit facility (as defined in the indenture governing the Senior Secured Notes or the “Senior Secured Notes Indenture”) or capital markets debt securities of the Company or Guarantors in excess of $15.0 million. The Senior Secured Notes and the related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.

The Company may redeem the Senior Secured Notes, in whole or in part, at any time at the redemption prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Senior Secured Notes to be redeemed to (but not including) the applicable redemption date if redeemed during the period indicated below:

On or after February 15, 2024			101.406	%
On or after February 15, 2025 and thereafter			100.000	%

If the Company experiences a change of control (as defined in the Senior Secured Notes Indenture), the Company must offer to repurchase the Senior Secured Notes at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.

The Senior Secured Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to: (i) grant or incur liens; (ii) incur, assume or guarantee additional indebtedness; (iii) sell or otherwise dispose of assets, including capital stock of subsidiaries; (iv) make certain investments; (v) pay dividends, make distributions or redeem or repurchase capital stock; (vi) engage in certain transactions with affiliates; and (vii) consolidate or merge with or into, or sell substantially all of our assets to another entity. These covenants are subject to a number of limitations and exceptions set forth in the Senior Secured Notes Indenture. For instance, the Company is generally permitted to make restricted payments, including the payment of dividends to shareholders, provided that, at the time of payment, or as a result of payment, the Company is not in default on its debt covenants; however, there are earnings and market capitalization requirements that if not met could limit the aggregate amount of quarterly dividends payable during a fiscal year. The Senior Secured Notes Indenture provides for customary events of default. The Company was in compliance with all covenants as of September 30, 2024.

The Company incurred debt issuance costs attributable to the issuance of the Senior Secured Notes of $6.4 million which are amortized to interest expense using the straight-line method over the expected life of the Senior Secured Notes.

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2021 Revolving Credit Facility

In connection with the Offering, the Company also entered into a $25.0 million senior secured revolving credit facility (the “2021 Revolving Credit Facility”) with the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, the “Agent”). On May 10, 2023, the Company and certain of its subsidiaries, as guarantors, entered into an amendment (the “Amendment”) to the 2021 Revolving Credit Facility (as amended, the “Amended Revolving Credit Facility”). The Amendment includes certain modifications to the 2021 Revolving Credit Facility relating to the replacement of the London Inter-Bank Offered Rate with a Secured Overnight Financing Rate (“SOFR”) as the interest rate benchmark under the 2021 Revolving Credit Facility and adjusts certain other provisions to reflect current documentation standards and other agreed modifications.

On November 7, 2023, in connection with the entry by a subsidiary of the Company in a new asset-backed revolving credit facility, the Company terminated the Amended Revolving Credit Facility. See “2023 ABL Facility” below.

The Company incurred debt issuance costs attributable to the issuance of the Amended Revolving Credit Facility of $0.5 million, with the remaining $0.2 million written off to gain on debt extinguishment upon termination of the facility.

2023 ABL Facility

On November 7, 2023, TPB Specialty Finance, LLC, a wholly-owned subsidiary of the Company (the “ABL Borrower”), entered into a new $75.0 million asset-backed revolving credit facility (the “2023 ABL Facility”), with the several lenders thereunder, and Barclays Bank Plc, as administrative agent (the “Administrative Agent”) and as collateral agent (the “Collateral Agent”) and First-Citizens Bank & Trust Company as additional collateral agent (the “Additional Collateral Agent”). Under the 2023 ABL Facility, the ABL Borrower may draw up to $75.0 million under Revolving Credit Loans and Last In Last Out (“LILO”) Loans. The 2023 ABL Facility includes a $40.0 million accordion feature. In connection with the 2023 ABL Facility, Turning Point Brands contributed certain existing inventory to the ABL Borrower. The 2023 ABL Facility is secured on a first priority basis (subject to customary exceptions) by all assets of the ABL Borrower.

The 2023 ABL Facility contains customary borrowing conditions including a borrowing base equal to the sum of (a) the lesser of (1) 85% of the lower of (A) the market value (on a first in first out basis) of the sum of eligible inventory, plus eligible in-transit inventory of the ABL Borrower and (B) 85% of the cost of the sum of eligible inventory, plus eligible in-transit inventory of the ABL Borrower and (2) 85% of the net orderly liquidation value (“NOLV”) percentage of the lower of (1)(A) or (1)(B); plus (b) 85% of the face value of all eligible accounts of the ABL Borrower minus (c) the amount of all eligible reserves. The 2023 ABL Facility also includes a LILO borrowing base equal to the sum of (a) the lesser of: (1) 10% of the lower of (A) the market value (on a first in first out basis) of the sum of eligible inventory, plus eligible in-transit inventory of the ABL Borrower and (B) the cost of the sum of eligible inventory, plus eligible in-transit inventory and (2) 10% of the NOLV percentage of the lower of (1)(A) or (1)(B); plus (b) 10% of the face amount of eligible account; minus (c) the amount of all eligible reserves.

Amounts borrowed under the 2023 ABL Facility are subject to an interest rate margin per annum equal to (a) from and after the closing date until the last day of the first full fiscal quarter ended after the closing date, (i) 1.25% per annum, in the case base rate loans, and (ii) 2.25% per annum, in the case of revolving credit loans that are SOFR Loans, (b)(i) 2.25% per annum, in the case of LILO loans that are base rate loans, and (ii) 3.25% per annum, in the case of LILO loans that are SOFR loans, (c) on the first day of each fiscal quarter, the applicable interest rate margins will be determined from the pricing grid below based upon the historical excess availability for the most recent fiscal quarter ended immediately prior to the relevant date, as calculated by the Administrative Agent.

Level	Historical Excess Availability	Applicable Margin for SOFR Loans	Applicable Margin for Base Rate Loans
I	Greater than or equal to 66.66%	1.75%	0.75%
II	Less than 66.66%, but greater than or equal to 33.33%	2.00%	1.00%
III	Less than 33.33%	2.25%	1.25%

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The 2023 ABL Facility also requires the Company and its restricted subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 as of the end of any four consecutive fiscal quarters if excess availability shall be less than the greater of (a) 12.5% of the line cap and (b) $9.4 million, at any time and continuing until excess availability is equal to or exceeds the greater of (i) 12.5% of the line and (ii) $9.4 million for thirty (30) consecutive calendar days; provided that such $9.4 million level shall automatically increase in proportion to the amount of any increase in the aggregate revolving credit commitments thereunder in connection with any incremental facility.

The 2023 ABL Facility shall mature on the earlier of (x) November 7, 2027 and (y) the date that is 91 days prior to the maturity date of any material debt of the ABL Borrower or the Company or any of its restricted subsidiaries (subject to customary extensions agreed by the lenders thereunder); provided that clause (y) shall not apply to the extent that on any applicable date of determination (on any date prior to the date set forth in clause (y)), (A) the sum of (x) cash that is held in escrow for the repayment of such material debt pursuant to arrangements satisfactory to the Administrative Agent, (y) cash that is held in accounts with the Administrative Agent and/or the Additional Collateral Agent, plus (z) excess availability, is sufficient to repay such material debt and (B) the ABL Borrower has excess availability of at least $15.0 million after giving effect to such repayment of material debt, including any borrowings under the commitments in connection therewith.

The Company has not drawn any borrowings under the 2023 ABL Facility but has letters of credit of approximately $2.3 million outstanding under the facility and has an available balance of $58.8 million based on the borrowing base as of September 30, 2024.

The Company incurred debt issuance costs attributable to the 2023 ABL Facility of $2.6 million which are amortized to interest expense using the straight-line method over the expected life of the 2023 ABL Facility.

Convertible Senior Notes

In July 2019, the Company closed an offering of $172.5 million in aggregate principal amount of its 2.50% Convertible Senior Notes due July 15, 2024 (the “Convertible Senior Notes”). The Convertible Senior Notes were senior unsecured obligations of the Company and were retired with cash on July 15, 2024.

In the first half and third quarter of 2023, a wholly owned subsidiary of the Company repurchased $29.0 million and $15.0 million, respectively, in aggregate principal amount of the Convertible Senior Notes on the open market resulting in gains on extinguishment of debt of $1.3 million and $0.6 million, respectively. Including amounts repurchased in 2022, a total of $54.0 million in aggregate principal amount of the Convertible Senior Notes had been repurchased as of September 30, 2023. The repurchased notes were retired on July 1, 2024, with no principal amounts remaining outstanding or held by third parties as of September 30, 2024. As of December 31, 2023, $118.5 million aggregate principal was recorded in current liabilities on the Company’s Consolidated Balance Sheet.

Note 11. Leases

The Company’s leases consist primarily of leased property for manufacturing, warehouse, corporate offices and retail space as well as vehicle leases. At lease inception, the Company recognizes a lease right of use asset and lease liability calculated as the present value of future minimum lease payments. Some leases may require payment of other components such as taxes, insurance, maintenance and operating expenses. When payments related to these other components are considered fixed, they are included in the determination of the lease liability due to the Company’s election to combine lease and non-lease components and account for them as a single lease component. Otherwise, they are recognized as variable payments, along with variable payments not based on a rate or index, in the period in which the obligation for those payments is incurred.

In general, the Company does not recognize any renewal periods within the lease terms as there are no significant barriers to ending the lease at the initial term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term.

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The components of lease expense consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost
Cost of sales	$	123	$	125	$	376	$	382
Selling, general and administrative		473		496		1,413		1,520
Variable lease cost		287		301		871		933
Short-term lease cost		–		7		–		20
Total	$	883	$	929	$	2,660	$	2,855

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Financing lease cost
Selling, general and administrative	$	261	$	397	$	585	$	1,083
Interest expense, net		81		–		116		–
Variable lease cost		22		–		58		–
Total	$	364	$	397	$	759	$	1,083

	September 30,		December 31,
	2024		2023
Assets:
Right of use assets - Operating	$	7,665	$	8,950
Right of use assets - Financing		3,123		2,530
Total lease assets	$	10,788	$	11,480

Liabilities:
Current lease liabilities - Operating ⁽¹⁾	$	1,797	$	1,991
Current lease liabilities - Financing ⁽¹⁾		1,033		687
Long-term lease liabilities - Operating		6,954		8,374
Long-term lease liabilities - Financing		2,103		1,576
Total lease liabilities	$	11,887	$	12,628

⁽¹⁾	Reported within accrued liabilities on the balance sheets.

	Nine Months Ended September 30,
	2024		2023
Right of use assets obtained in exchange for lease obligations
Operating leases	$	–	$	143
Finance leases	$	1,413	$	1,970

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Note 12. Income Taxes

The Company’s effective income tax rate for the three and nine months ended September 30, 2024 was 27.1% and 25.4%, respectively. The Company’s effective income tax rate for the three and nine months ended September 30, 2023 was 25.7% and 25.5%, respectively.

The Company follows the provisions of ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company has determined that the Company did not have any uncertain tax positions requiring recognition under the provisions of ASC 740-10-25. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of interest expense. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In general, the Company is no longer subject to U.S. federal and state tax examinations for years prior to 2021.

Note 13. Share Incentive Plans

On March 22, 2021, the Company’s Board of Directors adopted the Turning Point Brands, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which awards may be granted to employees, non-employee directors, and consultants. In addition, the 2021 Plan provides for the granting of nonqualified stock options to employees of the Company or any subsidiary of the Company. Pursuant to the 2021 Plan, 1,290,000 shares, plus 100,052 shares remaining available for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”), of TPB Common Stock are reserved for issuance as awards to employees, non-employee directors, and consultants as compensation for past or future services or the attainment of certain performance goals. The 2021 Plan is scheduled to terminate on March 21, 2031. The 2021 Plan is administered by the compensation committee (the “Committee”) of the Company’s Board of Directors. The Committee determines the vesting criteria for the awards, with such criteria to be specified in the award agreement. As of September 30, 2024, net of forfeitures, there were 384,037 Restricted Stock Units (“RSUs”), 132,703 options and 75,244 Performance Based Restricted Stock Units (“PRSUs”) granted under the 2021 Plan. There are 798,068 shares available for future grant under the 2021 Plan.

On April 28, 2016, the Board of Directors of the Company adopted the 2015 Plan, pursuant to which awards could have been granted to employees, non-employee directors, and consultants. In addition, the 2015 Plan provided for the granting of nonqualified stock options to employees of the Company or any subsidiary of the Company. Upon adoption of the 2021 Plan, the 2015 Plan was terminated, and the Company determined no additional grants would be made under the 2015 Plan. However, all awards issued under the 2015 Plan that have not been previously terminated or forfeited remain outstanding and continue unaffected. There are no shares available for grant under the 2015 Plan.

On February 8, 2006, the Board of Directors of the Company adopted the 2006 Equity Incentive Plan (the “2006 Plan”) of North Atlantic Holding Company, Inc., pursuant to which nonqualified stock options and restricted stock awards may be granted to employees. Upon the adoption of the Company’s 2015 Equity Incentive Plan in connection with its IPO, the Company determined no additional grants would be made under the 2006 Plan. However, all awards issued under the 2006 Plan that had not been previously terminated or forfeited remained outstanding and continued unaffected. There are no shares available for grant under the 2006 Plan and all outstanding options have been exercised as of September 30, 2024.

Stock option activity for the 2006, 2015 and 2021 Plans is summarized below:

				Weighted		Weighted
	Stock			Average		Average
	Option			Exercise		Grant Date
	Shares			Price		Fair Value
Outstanding, December 31, 2022		683,214		$	29.74	$	9.24

Granted		77,519			20.71		6.45
Exercised		(33,851	)		13.30		4.24
Forfeited		(69,931	)		27.51		9.11
Outstanding, December 31, 2023		656,951		$	29.79	$	9.18

Granted		54,289			27.19		9.21
Exercised		(99,551	)		13.48		4.64
Forfeited		(35,388	)		37.77		11.94
Outstanding, September 30, 2024		576,301		$	31.63	$	9.80

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Under the 2006, 2015 and 2021 Plans, the total intrinsic value of options exercised during the nine months ended September 30, 2024 and 2023, was $2.0 million, and $0.2 million, respectively.

At September 30, 2024, under the 2015 and 2021 Plans, the risk-free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. The expected volatility is based on the average long-term historical volatilities of peer companies. We intend to continue to consistently use the same group of publicly traded peer companies to determine expected volatility until sufficient information regarding volatility of our share price becomes available or until the selected companies are no longer suitable for this purpose. Due to our limited trading history, we are using the simplified method presented by SEC Staff Accounting Bulletin No. 107 to calculate expected holding periods, which represent the periods of time for which options granted are expected to be outstanding. We will continue to use this method until we have sufficient historical exercise experience to give us confidence in the reliability of our calculations. The fair values of these options were determined using the Black-Scholes option pricing model.

The following table outlines the assumptions based on the number of options granted under the 2015 Plan.

	February 10,			May 17,			March 7,			March 20,			March 18,			February 18,
	2017			2017			2018			2019			2020			2021
Number of options granted		40,000			93,819			98,100			155,780			155,000			100,000
Options outstanding at September 30, 2024		20,000			32,136			49,267			122,544			64,723			79,550
Number exercisable at September 30, 2024		20,000			32,136			49,267			122,544			64,723			79,550
Exercise price	$	13.00		$	15.41		$	21.21		$	47.58		$	14.85		$	51.75
Remaining lives		2.36			2.63			3.44			4.47			5.47			6.39
Risk free interest rate		1.89	%		1.76	%		2.65	%		2.34	%		0.79	%		0.56	%
Expected volatility		27.44	%		26.92	%		28.76	%		30.95	%		35.72	%		28.69	%
Expected life		6.000			6.000			6.000			6.000			6.000			6.000
Dividend yield		–			–			0.83	%		0.42	%		1.49	%		0.55	%
Fair value at grant date	$	3.98		$	4.60		$	6.37		$	15.63		$	4.41		$	13.77

The following table outlines the assumptions based on the number of options granted under the 2021 Plan.

	May 17,			March 14,			April 29,			May 12,			March 11,
	2021			2022			2022			2023			2024
Number of options granted		7,500			100,000			14,827			77,519			54,289
Options outstanding at September 30, 2024		7,500			62,500			6,273			77,519			54,289
Number exercisable at September 30, 2024		7,500			41,782			4,203			77,519			40,717
Exercise price	$	45.05		$	30.46		$	31.39		$	20.71		$	27.19
Remaining lives		6.63			7.46			7.58			8.62			9.45
Risk free interest rate		0.84	%		2.10	%		2.92	%		3.41	%		4.06	%
Expected volatility		31.50	%		35.33	%		35.33	%		34.51	%		35.09	%
Expected life		6.000			6.000			6.000			5.186			5.186
Dividend yield		0.63	%		1.01	%		0.98	%		1.61	%		1.26	%
Fair value at grant date	$	13.23		$	10.23		$	11.07		$	6.45		$	9.21

The Company has recorded compensation expense related to the options based on the provisions of ASC 718 under which the fixed portion of such expense is determined as the fair value of the options on the date of grant and amortized over the vesting period. The Company recorded compensation expense related to the options of approximately $0.1 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, compensation expense related to the options was approximately $0.5 million and $0.6 million, respectively. Total unrecognized compensation expense related to options at September 30, 2024 is $0.1 million, which will be expensed over 0.25 years.

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PRSUs are restricted stock units subject to both performance-based and service-based vesting conditions. The number of shares of TPB Common Stock a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance metrics related to the Company’s performance over a five-year period. PRSUs will vest on the measurement date, which is no more than 65 days after the performance period provided the applicable service and performance conditions are satisfied. As of September 30, 2024, there are 380,645 PRSUs outstanding. The following table outlines the PRSUs granted and outstanding as of September 30, 2024.

	March 18,		February 18,		March 14,		May 4,		March 1,		April 1,
	2020		2021		2022		2023		2024		2024
Number of PRSUs granted		94,000		100,000		49,996		133,578		111,321		8,242
PRSUs outstanding at September 30, 2024		71,710		71,790		35,574		94,670		98,659		8,242
Fair value as of grant date	$	14.85	$	51.75	$	30.46	$	22.25	$	26.52	$	29.12
Remaining lives		0.25		1.25		2.25		1.25		2.25		2.25

The Company recorded compensation expense related to the PRSUs of approximately $0.8 million and $0.8 million in the consolidated statements of income for the three months ended September 30, 2024 and 2023, respectively, based on the probability of achieving the performance condition. The Company recorded compensation expense related to the PRSUs of approximately $2.5 million and $1.9 million in the consolidated statements of income for the nine months ended September 30, 2024 and 2023, respectively, based on the probability of achieving the performance condition. Total unrecognized compensation expense related to these awards at September 30, 2024, is $3.5 million which will be expensed over the service periods based on the probability of achieving the performance condition.

The Company has granted 234,420 RSUs which are outstanding and vest over one to five years. The following table outlines the RSUs granted and outstanding as of September 30, 2024.

	March 14,		March 14,		April 29,		May 5,		March 1,		March 11,		April 1,		May 8,
	2022		2022		2022		2023		2024		2024		2024		2024
Number of RSUs granted		50,004		28,726		4,522		130,873		105,257		18,389		5,495		16,905
RSUs outstanding at September 30, 2024		34,616		9,481		1,913		71,731		89,681		4,598		5,495		16,905
Fair value as of grant date	$	30.46	$	30.46	$	31.39	$	22.25	$	26.52	$	27.19	$	29.12	$	33.13
Remaining lives		2.25		0.25		2.25		1.50		2.50		0.25		2.50		0.50

The Company has recorded compensation expense related to the RSUs based on the provisions of ASC 718 under which the fixed portion of such expense is determined as the fair value of the RSUs on the date of grant and amortized over the vesting period. The Company recorded compensation expense related to the RSUs of approximately $0.9 million and $0.8 million for the three months ended September 30, 2024 and 2023. The Company recorded compensation expense related to the RSUs of approximately $2.7 million and $2.2 million for the nine months ended September 30, 2024 and 2023, respectively. Total unrecognized compensation expense related to RSUs at September 30, 2024, is $3.0 million, which will be expensed over 2.01 years.

Note 14. Contingencies

On October 9, 2020, a purported stockholder of Turning Point Brands, Inc., Paul-Emile Berteau, filed a complaint in the Delaware Court of Chancery relating to the merger of Standard Diversified, Inc. (“SDI”) with a TPB subsidiary (“Merger Sub”)pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 7, 2020, by and among TPB, SDI and Merger Sub. The parties attended a mediation in late November 2022 where a settlement was reached. On December 12, 2023, the Court approved the settlement and dismissed the action with prejudice. As of December 31, 2023, the Company recorded a $4.0 million receivable in other current assets, and a corresponding gain on settlement in other income on its Consolidated Statement of Income for the year ended December 31, 2023. These funds were received in January 2024.

Other major tobacco companies are defendants in product liability claims. In a number of these cases, the amounts of punitive and compensatory damages sought are significant and, if such a claim were brought against the Company, could have a material adverse effect on our business and results of operations. The Company is subject to several lawsuits alleging personal injuries resulting from malfunctioning vaporizer devices or batteries and may be subject to claims in the future relating to our other Creative Distribution Solutions products. The Company is still evaluating these claims and the potential defenses to them. For example, the Company did not design or manufacture the products at issue; rather, the Company was merely the distributor. Nonetheless, there can be no assurance that the Company will prevail in these cases, and they could have a material adverse effect on the financial position, results of operations or cash flows of the Company.

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We have several subsidiaries engaged in making, distributing, and selling liquid nicotine products. As a result of the overall publicity and controversy surrounding the industry generally, many companies have received informational subpoenas from various regulatory bodies and in some jurisdictions regulatory lawsuits have been filed regarding marketing practices and possible underage sales. We expect that our subsidiaries will be subject to some such cases and investigative requests. To the extent that litigation becomes necessary, we believe that the subsidiaries have strong factual and legal defenses against claims that they unfairly marketed products.

The potential losses associated with any such lawsuits are not currently reasonably estimable and therefore are not accrued.

Note 15. Income Per Share

The Company calculates earnings per share using the treasury stock method for its options and non-vested restricted stock units, and the if-converted method for its Convertible Senior Notes.

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations of net income:

	Three Months Ended September 30,
	2024						2023
					Per						Per
	Income		Shares		Share		Income		Shares		Share
Basic EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	12,375					$	10,831

Denominator
Weighted average				17,722,855	$	0.70				17,595,980	$	0.62

Diluted EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	12,375					$	10,831
Interest expense related to Convertible Senior Notes, net of tax		143						743
Diluted net income attributable to Turning Point Brands. Inc.	$	12,518					$	11,574

Denominator
Basic weighted average				17,722,855						17,595,980
Convertible Senior Notes				345,562						2,311,086
Stock options and restricted stock units ⁽¹⁾				380,303						191,384
				18,448,720	$	0.68				20,098,450	$	0.58

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	Nine Months Ended September 30,
	2024						2023
					Per						Per
	Income		Shares		Share		Income		Shares		Share
Basic EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	37,389					$	28,353

Denominator
Weighted average				17,678,257	$	2.11				17,569,493	$	1.61

Turning Point Brands, Inc. 10-Q