EX-99.1 2 brhc20056851_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1


Turning Point Brands Announces Second Quarter 2023 Results; Increases 2023 Guidance

-Net Sales for Q2 2023 Zig-Zag and Stoker’s Products Increased 3.7 Percent Year-Over-Year
-Adjusted EBITDA for Q2 2023 Increased 2.2 Percent Year-Over-Year

LOUISVILLE, KY – August 2, 2023 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with active ingredients, announced today financial results for the second quarter ended June 30, 2023.

Q2 2023 vs. Q2 2022


Total consolidated net sales increased 2.6% to $105.6 million

o
Zig-Zag Products net sales increased by 1.1%

o
Stoker’s Products net sales increased by 7.3%

o
Creative Distribution Solutions net sales decreased by 1.3%

Gross profit increased 2.0% to $52.5 million

Net income increased 83.0% to $9.9 million

Adjusted net income increased 8.4% to $15.3 million (see Schedule B for a reconciliation to net income)

Adjusted EBITDA increased 2.2% to $25.3 million (see Schedule A for a reconciliation to net income)

Diluted EPS of $0.53 and Adjusted Diluted EPS of $0.79 compared to $0.30 and $0.70 in the same period one year ago, respectively (see Schedule B for a reconciliation to Diluted EPS)

Graham Purdy, President and CEO, commented: “Our second quarter results demonstrated continued progress against our plan. The Zig-Zag segment grew double-digits sequentially from the first quarter as trade inventory normalized. Stoker’s had another solid quarter of performance led by double-digit growth in Stoker’s MST. We opportunistically purchased another $15.1 million in aggregate principal amount of our convertible notes during the second quarter while maintaining a strong cash balance. Given our solid first half performance, we are raising our guidance for the full year.”

Zig-Zag Products Segment (44% of total net sales in the quarter)

For the second quarter, Zig-Zag Products net sales increased 1.1% to $46.7 million. TPB’s Canadian and other smoking accessories businesses saw strong growth during the quarter which was partially offset by declines in the U.S. rolling papers and wraps businesses.

For the quarter, the Zig-Zag Products segment gross profit was steady at $26.4 million. Gross margin declined 60 basis points to 56.6% driven primarily by product mix.

“Our e-commerce business had another quarter of double-digit growth as we continue to build our omni-channel presence,” said Purdy. “We remain encouraged by our prospects with secular cannabis consumption growth trends driving demand for our products.”


Stoker’s Products Segment (34% of total net sales in the quarter)

For the second quarter, Stoker’s Products net sales increased 7.3% to $36.1 million. Double-digit growth of MST offset a decline in loose-leaf chewing tobacco. For the second quarter, total Stoker’s Products segment volume increased 0.7%, while price / mix increased 6.6%.

For the quarter, the Stoker’s Products segment gross profit increased 10.4% to $20.0 million. Gross margin expanded 160 basis points to 55.4% due to MST pricing gains.

“Stoker’s continues to benefit from strong market share gains in both the MST and loose-leaf chewing tobacco categories as its value proposition continues to resonate with consumers,” continued Purdy.

Performance Measures in the Second Quarter

Second quarter consolidated selling, general and administrative (“SG&A”) expenses were $31.9 million compared to $33.3 million in the second quarter of 2022.

The second quarter SG&A included the following notable items:


$0.1 million of ERP / CRM duplicative system costs compared to $0.9 million of ERP / CRP scoping expenses in the previous year

$2.1 million of stock options, restricted stock and incentive expense compared to $1.5 million in the year-ago period

$0.7 million of FDA PMTA-related expenses for modern oral products compared to $2.0 million in the year-ago period

$0.1 million of transaction expenses compared to $0.4 million in the year-ago period

$0.0 million of restructuring costs as compared to $0.3 million in the year-ago period

Total gross debt as of June 30, 2023 was $383.5 million. Net debt (total gross debt less unrestricted cash) at June 30, 2023 was $283.0 million. The Company ended the quarter with total liquidity of $124.1 million, comprised of $100.5 million in cash and $23.6 million of revolving credit facility capacity.

During the quarter, the Company repurchased $15.1 million in aggregate principal amount of its 2.50% Convertible Senior Notes due July 2024.

The Company recorded an impairment charge of $4.1 million during the quarter related to historical minority investments in development stage ventures.

2023 Outlook

At this time, the Company expects full-year 2023 adjusted EBITDA to be $90 to $95 million (compared to previous outlook of $88 to $94 million).

Creative Distribution Solutions (“CDS”) (22% of total net sales in the quarter)

For the second quarter, CDS (formerly the Company’s “NewGen” segment) net sales were $22.8 million, gross profit was $6.1 million, and gross margin was 26.7%.

2
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Earnings Conference Call

As previously disclosed, a conference call with the investment community to review TPB’s financial results has been scheduled for 10:00 a.m. Eastern on Wednesday, August 2, 2023. Investment community participants should dial in 10 minutes ahead of time using the toll-free number 888-330-2502 (international participants should call 240-789-2713), and follow the audio prompts after typing in the event ID: 6640134. A live listen-only webcast of the call will be available on the Events and Presentations section of the investor relations portion of the Company website (www.turningpointbrands.com). A replay of the webcast will be available on the site two hours following the call.

Non-GAAP Financial Measures

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

About Turning Point Brands, Inc.

Turning Point Brands (NYSE: TPB) is a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and consumables with active ingredients through its iconic Zig-Zag® and Stoker’s® brands. TPB’s products are available in more than 215,000 retail outlets in North America, and on sites such as www.zigzag.com. For the latest news and information about TPB and its brands, please visit www.turningpointbrands.com.

3
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan" and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by TPB in this press release, its reports filed with the Securities and Exchange Commission (the “SEC”) and other public statements made from time-to-time speak only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict or identify all such 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 those included it the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by the Company with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
 
Investor Contacts

Turning Point Brands, Inc.:
Louie Reformina, Senior Vice President, CFO
Turning Point Brands, Inc.
502.774.9238
ir@tpbi.com

Financial Statements Follow:

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

Turning Point Brands, Inc.
Consolidated Statements of Income
(dollars in thousands except share data)
(unaudited)

   
Three Months Ended June 30,
 
   
2023
   
2022
 
             
Net sales
 
$
105,595
   
$
102,925
 
Cost of sales
   
53,117
     
51,456
 
Gross profit
   
52,478
     
51,469
 
Selling, general, and administrative expenses
   
31,933
     
33,323
 
Operating income
   
20,545
     
18,146
 
Interest expense, net
   
4,019
     
5,144
 
Investment loss
   
4,080
     
6,227
 
Gain on extinguishment of debt
   
(600
)
   
-
 
Income before income taxes
   
13,046
     
6,775
 
Income tax expense
   
3,338
     
1,569
 
Consolidated net income
   
9,708
     
5,206
 
Net loss attributable to non-controlling interest
   
(217
)
   
(218
)
Net income attributable to Turning Point Brands, Inc.
 
$
9,925
   
$
5,424
 
                 
Basic income per common share:
               
Net income attributable to Turning Point Brands, Inc.
 
$
0.56
   
$
0.30
 
Diluted income per common share:
               
Net income attributable to Turning Point Brands, Inc.
 
$
0.53
   
$
0.30
 
Weighted average common shares outstanding:
               
Basic
   
17,584,241
     
18,063,259
 
Diluted
   
20,409,943
     
21,443,279
 
                 
Supplemental disclosures of statements of income information:
               
Excise tax expense
 
$
5,407
   
$
6,141
 
FDA fees
 
$
116
   
$
171
 

5
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Turning Point Brands, Inc.
Consolidated Balance Sheets
(dollars in thousands except share data)

   
(unaudited)
       
   
June 30,
   
December 31,
 
ASSETS
 
2023
   
2022
 
Current assets:
           
Cash
 
$
100,507
   
$
106,403
 
Accounts receivable, net of allowances of $103 in 2023 and $114 in 2022
   
7,920
     
8,377
 
Inventories
   
125,056
     
119,915
 
Other current assets
   
18,216
     
22,959
 
Total current assets
   
251,699
     
257,654
 
Property, plant, and equipment, net
   
24,128
     
22,788
 
Deferred income taxes
   
7,966
     
8,443
 
Right of use assets
   
10,923
     
12,465
 
Deferred financing costs, net
   
229
     
282
 
Goodwill
   
136,244
     
136,253
 
Other intangible assets, net
   
82,048
     
83,592
 
Master Settlement Agreement (MSA) escrow deposits
   
28,229
     
27,980
 
Other assets
   
18,208
     
22,649
 
Total assets
 
$
559,674
   
$
572,106
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
 
$
10,802
   
$
8,355
 
Accrued liabilities
   
30,898
     
33,001
 
Other current liabilities
   
5
     
20
 
Total current liabilities
   
41,705
     
41,376
 
Notes payable and long-term debt
   
379,195
     
406,757
 
Lease liabilities
   
9,528
     
10,593
 
Total liabilities
   
430,428
     
458,726
 
                 
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; 19,912,039 issued shares and 17,595,579 outstanding shares at June 30, 2023, and 19,801,623 issued shares and 17,485,163 outstanding shares at December 31, 2022
   
199
     
198
 
Common stock, nonvoting, $0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-
   
-
     
-
 
Additional paid-in capital
   
115,272
     
113,242
 
Cost of repurchased common stock (2,316,460 shares at June 30, 2023 and December 31, 2022)
   
(78,093
)
   
(78,093
)
Accumulated other comprehensive loss
   
(3,181
)
   
(2,393
)
Accumulated earnings
   
93,873
     
78,691
 
Non-controlling interest
   
1,176
     
1,735
 
Total stockholders' equity
   
129,246
     
113,380
 
Total liabilities and stockholders' equity
 
$
559,674
   
$
572,106
 

6
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Turning Point Brands, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)

   
Six Months Ended June 30,
 
   
2023
   
2022
 
Cash flows from operating activities:
           
Consolidated net income
 
$
17,050
   
$
15,977
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Gain on extinguishment of debt
   
(1,377
)
   
-
 
Loss (gain) on sale of property, plant, and equipment
   
44
     
(8
)
Depreciation expense
   
1,535
     
1,750
 
Amortization of other intangible assets
   
1,542
     
919
 
Amortization of deferred financing costs
   
1,225
     
1,291
 
Deferred income tax expense (benefit)
   
659
     
(146
)
Stock compensation expense
   
2,836
     
2,661
 
Noncash lease income
   
(29
)
   
(6
)
Loss on investments
   
8,989
     
6,258
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
456
     
(2,673
)
Inventories
   
(5,146
)
   
(27,499
)
Other current assets
   
3,769
     
(598
)
Other assets
   
(4,548
)
   
624
 
Accounts payable
   
2,500
     
7,240
 
Accrued liabilities and other
   
(1,972
)
   
1,359
 
Net cash provided by operating activities
 
$
27,533
   
$
7,149
 
                 
Cash flows from investing activities:
               
Capital expenditures
 
$
(2,993
)
 
$
(5,694
)
Restricted cash, MSA escrow deposits
   
-
     
(10,078
)
Proceeds on the sale of property, plant and equipment
   
3
     
63
 
Net cash used in investing activities
 
$
(2,990
)
 
$
(15,709
)
                 
Cash flows from financing activities:
               
Repurchased Convertible Senior Notes
 
$
(27,357
)
 
$
-
 
Proceeds from call options
   
70
     
-
 
Payment of dividends
   
(2,209
)
   
(2,181
)
Exercise of options
   
406
     
475
 
Redemption of options
   
(346
)
   
(155
)
Redemption of performance restricted stock units
   
(995
)
   
(1,228
)
Common stock repurchased
   
-
     
(19,418
)
Net cash used in financing activities
 
$
(30,431
)
 
$
(22,507
)
                 
Net decrease in cash
 
$
(5,888
)
 
$
(31,067
)
Effect of foreign currency translation on cash
 
$
(8
)
 
$
56
 
                 
Cash, beginning of period:
               
Unrestricted
   
106,403
     
128,320
 
Restricted
   
4,929
     
15,155
 
Total cash at beginning of period
   
111,332
     
143,475
 
                 
Cash, end of period:
               
Unrestricted
   
100,507
     
107,429
 
Restricted
   
4,929
     
5,035
 
Total cash at end of period
 
$
105,436
   
$
112,464
 

7
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Non-GAAP Financial Measures

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

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

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

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

8
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Schedule A

Turning Point Brands, Inc.
Reconciliation of GAAP Net Income to Adjusted EBITDA
(dollars in thousands)
(unaudited)


 
Three Months Ended
  June 30,
 

   

 
2023
   
2022
 
Net income attributable to Turning Point Brands, Inc.
 
$
9,925
   
$
5,424
 
Add:
               
Interest expense, net
   
4,019
     
5,144
 
Gain on extinguishment of debt
   
(600
)
   
-
 
Income tax expense
   
3,338
     
1,569
 
Depreciation expense
   
759
     
879
 
Amortization expense
   
771
     
456
 
EBITDA
 
$
18,212
   
$
13,472
 
Components of Adjusted EBITDA
               
Corporate restructuring (a)
   
-
     
270
 
ERP/CRM (b)
   
138
     
861
 
Stock options, restricted stock, and incentives expense (c)
   
2,093
     
1,502
 
Transactional expenses (d)
   
82
     
364
 
FDA PMTA (e)
   
662
     
1,957
 
Non-cash asset impairment (f)
   
4,092
     
6,300
 
Adjusted EBITDA
 
$
25,279
   
$
24,726
 


(a)
Represents costs associated with corporate restructuring, including severance.
(b)
Represents cost assosicated with scoping and mobilization of new ERP and CRM systems and cost of duplicative ERP licenses.
(c)
Represents non-cash stock options, restricted stock, incentives expense and Solace performance stock units ("PRSUs").
(d)
Represents the fees incurred for transaction expenses.
(e)
Represents costs associated with applications related to FDA premarket tobacco product application ("PMTA").
(f)
Represents impairment of investment assets.

9
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

Schedule B

Turning Point Brands
Reconciliation of GAAP Net Income to Adjusted Net Income and Diluted EPS to Adjusted Diluted EPS
(dollars in thousands except share data)

(unaudited)
 
Three Months Ended
   
Three Months Ended
 

 
June 30, 2023
   
June 30, 2022
 

 
Net Income
   
Diluted EPS
   
Net Income
   
Diluted EPS
 
GAAP EPS
 
$
9,925
   
$
0.53
   
$
5,424
   
$
0.30
 
Gain on extinguishment of debt (a)
   
(446
)
   
(0.02
)
   
-
     
-
 
Corporate restructuring (b)
   
-
     
-
     
207
     
0.01
 
ERP/CRM (c)
   
103
     
0.01
     
662
     
0.03
 
Stock options, restricted stock, and incentives expense (d)
   
1,557
     
0.08
     
1,154
     
0.05
 
Transactional expenses (e)
   
61
     
0.00
     
280
     
0.01
 
FDA PMTA (f)
   
493
     
0.02
     
1,504
     
0.07
 
Non-cash asset impairment (g)
   
3,045
     
0.15
     
4,841
     
0.23
 
Tax (expense) benefit (h)
   
560
     
0.03
     
35
     
0.00
 
Adjusted
 
$
15,297
   
$
0.79
   
$
14,106
   
$
0.70
 


Totals may not foot due to rounding


(a)
Represents gain on extinguishment of debt tax effected at the quarterly tax rate.
(b)
Represents costs associated with corporate restructuring, including severance, tax effected at the quarterly tax rate.
(c)
Represents cost associated with scoping and mobilization of new ERP and CRM systems and cost of duplicative ERP licenses tax effected at the quarterly tax rate.
(d)
Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs tax effected at the quarterly tax rate.
(e)
Represents the fees incurred for transaction expenses tax effected at the quarterly tax rate.
(f)
Represents costs associated with applications related to the FDA PMTA tax effected at the quarterly tax rate.
(g)
Represents impairment of investment assets tax effected at the quarterly tax rate.
(h)
Represents adjustment from quarterly tax rate to annual projected tax rate of 23% in 2023 and 2022.

Schedule C
 
Turning Point Brands, Inc.
Reconciliation of GAAP Operating Income to Adjusted Operating Income
(dollars in thousands)
(unaudited)

 
 
Consolidated
   
Zig-Zag Products
   
Stoker's Products
   
Creative Distribution Solutions
 
 
 
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
   
2nd Quarter
 
 
 
2023
   
2022
   
2023
   
2022
   
2023
   
2022
   
2023
   
2022
 
 
                                               
Net sales
 
$
105,595
   
$
102,925
   
$
46,722
   
$
46,226
   
$
36,056
   
$
33,588
   
$
22,817
   
$
23,111
 
 
                                                               
Gross profit
 
$
52,478
   
$
51,469
   
$
26,422
   
$
26,430
   
$
19,968
   
$
18,079
   
$
6,088
   
$
6,960
 
 
                                                               
Operating income
 
$
20,545
   
$
18,146
   
$
17,000
   
$
18,503
   
$
15,110
   
$
13,378
   
$
460
   
$
552
 
Adjustments:
                                                               
Corporate restructuring
   
-
     
270
     
-
     
-
     
-
     
-
     
-
     
-
 
ERP/CRM
   
138
     
861
     
-
     
-
     
-
     
-
     
-
     
-
 
Transactional expenses
   
82
     
364
     
-
     
-
     
-
     
-
     
-
     
-
 
FDA PMTA
   
662
     
1,957
     
-
     
-
     
-
     
-
     
-
     
-
 
Adjusted operating income
 
$
21,427
   
$
21,598
   
$
17,000
   
$
18,503
   
$
15,110
   
$
13,378
   
$
460
   
$
552
 


10
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238