What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-19 compared with 2020-03-12 · 22 added, 78 removed, 11 unchanged (90% of the section changed)

4 unchanged sentences

The initial quarterly dividend of $0.04 per common share was paid on December 15, 2017 to shareholders of record at the close of business on November 27, 2017.

The most recent dividend of $0.05 per common share, an increase of approximately 11%, will be paid on April 10, 2020, to shareholders of record at the close of business on March 20, 2020.

The most recent dividend of $0.05 per common share, an increase of approximately 25%, was paid on January 8, 2021, to shareholders of record at the close of business on December 18, 2020.

Future dividend amounts will be considered after reviewing financial results and capital needs and will be declared at the discretion of the Company’s board of directors.

Performance graph.

3 unchanged sentences

Issuer purchases of equity securities.

No shares of common stock were purchased during 2019.

On February 25, 2020, the Company’s Board of Directors approved a $50.0 million share repurchase program, which is intended for opportunistic execution based upon a variety of factors including market dynamics.

This share repurchase program has no expiration date and is subject to the ongoing discretion of the Board.

All repurchases to date under our stock repurchase programs have been made through open market transactions.

Future repurchases may be made by o pen market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws.

The following table includes information regarding purchases of our common stock made by us during the quarter ended December 31, 2020 in connection with the repurchase program described above:

Purchased (1)

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

Maximum Number

(or Approximate

Dollar Value)

of Shares that

Purchased Under the

Plans or Programs

October 1 to October 31

November 1 to November 30

December 1 to December 31

(1) The total number of shares purchased includes (a) shares purchased under the February 2020 share repurchase program (which totaled 12,050 shares in November and 47,660 shares in December) and (b) shares withheld by the Company in an amount equal to the statutory withholding taxes for holders who vested in stock-based awards (which totaled 12,117 shares in October and 27,024 shares in December).

Selected Financial Data

The following selected financial data should be read in conjunction with Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations and consolidated financial statements and notes thereto contained in Item 8.

Financial Statements and Supplementary Data of this report.

A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure is presented following the Selected Financial Data.

(dollars in thousands)

Year Ended December 31,

Consolidated Statement of Operations Data:

Cost of sales

Selling, general and administrative expenses

Operating income

Interest expense, net

Investment income

Loss on extinguishment of debt

Net periodic benefit (income) cost, excluding

Income before income taxes

Income tax expense (benefit)

Consolidated net income

Net loss attributable to non-controlling interest

Net income attributable to Turning Point Brands, Inc.

Basic income per common share:

Net income attributable to Turning Point Brands, Inc.

Diluted income per common share:

Net income attributable to Turning Point Brands, Inc.

Weighted average common shares outstanding:

Other Financial Information:

Net cash provided by operating activities

Net cash provided by (used in) investing

Net cash provided by (used in) financing

Capital expenditures

Depreciation and amortization

Adjusted EBITDA (1)

Leverage Ratio (2)

Balance Sheet Data:

Working capital

Notes payable and long-term debt

Total liabilities

Total stockholders’ equity (deficit)

(1) 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 and Adjusted EBITDA.

We define EBITDA as net income before interest expense, loss on extinguishment of debt, income taxes, depreciation, and amortization.

We define Adjusted EBITDA as net income before interest expense, loss on extinguishment of debt, 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 present EBITDA and Adjusted EBITDA in this Form 10-K because they are key metrics used by management and our board of directors to assess our financial performance and are also used by management to assess performance for the purposes of our executive compensation programs.

EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

We believe that EBITDA and Adjusted EBITDA are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to business performance.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

(i) They do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

(ii) They do not reflect changes in, or cash requirements for, our working capital needs;

(iii) They do not reflect our significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

(iv) Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

(2) Leverage Ratio - We calculate our Leverage Ratio by dividing Notes payable and long-term debt, less Cash, by Adjusted EBITDA.

(in thousands)

Years ended December 31,

Net income attributable to Turning Point Brands, Inc.

Interest expense, net

Loss on extinguishment of debt

Income tax expense

Depreciation expense

Amortization expense

Components of Adjusted EBITDA

Stock options, restricted stock, and incentives expense (b)

Transactional expenses and strategic initiatives (c)

New product launch costs (d)

Corporate and vapor restructuring (f)

Vendor settlement (g)

Adjusted EBITDA

(a) Represents LIFO adjustment, non-cash pension expense (income) and foreign exchange hedging.

(b) Represents non-cash stock options, restricted stock, incentives expense and Solace PRSUs.

(d) Represents product launch costs for our new product lines.

(e) Represents costs associated with applications related to FDA PMTA.

(f) Represents costs associated with corporate and vapor restructuring including severance and inventory reserves.

(g) Represents net gain associated with the settlement of a vendor contract.

(h) Represents bonuses associated with the December 2017 Tax Cuts and Jobs Act and non-recurring compensation expenses incurred coinciding with the May 2016 IPO.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity