Turning Point Brands, Inc. 10-K

Item 8. Financial Statements and Supplementary Data TURNING POINT BRANDS, INC. CONTENTS Page Reports of RSM US LLP (PCAOB ID: 49 ) 59 Financial Statements: Consolidated Balance Sheets as of December 31, 2023 and 2022 62 Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021 63 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 64 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 65 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 67 Notes to Consolidated Financial Statements 68 58 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Turning Point Brands, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Turning Point Brands, Inc. and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated February 28, 2024 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which its relates. Fair Value of Non-Marketable Equity Investments with Impairment Charges As described in Note 11 to the financial statements, for the year ended December 31, 2023, the Company recorded an impairment loss of $10.9 million on two non-marketable equity investments, one of which is recorded using the equity method with the other recorded at original cost, as adjusted for impairment and observable price changes. Investments accounted for under the equity method of accounting are assessed for impairment, which includes estimating the fair value of the investment, when events or circumstances suggest that any loss in value of the investment may be other than temporary. A loss in value of an investment that is other than a temporary decline is recognized when evidence of a loss in value indicates, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. For equity investments that do not qualify to be accounted for under the equity method of accounting and do not have a readily determinable fair value, the Company has elected a practical expedient to record the investment at the original cost, as adjusted for impairment and observable price changes. Under the practical expedient, if a qualitative analysis indicates impairment exists, the fair value of the investment is required to be estimated and any excess of the carrying value over the estimated fair value is recognized as an impairment loss. 59 Table of Contents The Company’s assessment of two non-marketable equity investments identified significant events negatively impacting each investments’ business strategy, deterioration in operating results, and adverse cannabinoid market conditions, which management determined to be indicators of impairment. Consequently, the Company estimated the fair values of these investments using a market approach derived from applying market multiples of comparable public companies to the financial results of each investment. The Company then compared the estimated fair value to the carrying value of each of these investments and recorded impairment losses equal to the differences. We identified the estimates of the fair values of these non-marketable equity investments as a critical audit matter because of the complexity of the valuation methodology and the significant assumptions used by management in estimating the fair values of each investment, including the market multiples applied to the financial results of the investees. Auditing management’s estimates of fair values of these investments involved a high degree of auditor judgment and an increased audit effort, including the use of our valuation specialists, due to the impact these assumptions have on the estimates of fair value. Our audit procedures related to the estimated fair values of these non-marketable equity investments (collectively, the investees) included the following, among others: • We evaluated the relevance and reliability of the underlying business-related data used by management by comparing it to the investees’ historical financial results. • We utilized valuation specialists to assist in the following procedures, among others: ° Assessing the appropriateness of management’s valuation methodologies ° Corroborating guideline public company market multiples used in the Company’s fair value calculations by comparing them to publicly available market data. • We evaluated the comparability of the guideline public companies identified by management to the operations of the investees. • We recomputed the valuation models for mathematical accuracy. /s/ RSM US LLP We have served as the Company’s auditor since 2006. Charlotte, North Carolina February 28, 2024 60 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Turning Point Brands, Inc. Opinion on the Internal Control Over Financial Reporting We have audited Turning Point Brands, Inc.’s (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements of the Company and our report dated February 28, 2024 expressed an unqualified opinion. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment: There were deficiencies in the design and operation of information technology general controls (ITGCs) in the areas of user access and program change-management over certain information technology (IT) systems that support the Company’s financial reporting processes. The business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 financial statements, and this report does not affect our report dated February 28, 2024 on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Charlotte, North Carolina February 28, 2024 61 Table of Contents Turning Point Brands, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022 (dollars in thousands except share data) December 31, December 31, 2023 2022 ASSETS Current assets: Cash $ 117,886 $ 106,403 Accounts receivable, net of allowances of $ 78 in 2023 and $ 114 in 2022 9,989 8,377 Inventories, net 98,960 119,915 Other current assets 40,781 22,959 Total current assets 267,616 257,654 Property, plant, and equipment, net 25,300 22,788 Deferred income taxes 1,468 8,443 Right of use assets 11,480 12,465 Deferred financing costs, net 2,450 282 Goodwill 136,250 136,253 Other intangible assets, net 80,942 83,592 Master Settlement Agreement (MSA) escrow deposits 28,684 27,980 Other assets 15,166 22,649 Total assets $ 569,356 $ 572,106 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 8,407 $ 8,355 Accrued liabilities 33,635 33,001 Current portion of long-term debt 58,294 – Other current liabilities – 20 Total current liabilities 100,336 41,376 Notes payable and long-term debt 307,064 406,757 Lease liabilities 9,950 10,593 Total liabilities 417,350 458,726 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 ; 19,922,137 issued shares, 17,605,677 outstanding shares at December 31, 2023 , and 19,801,623 issued shares, 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 119,075 113,242 Cost of repurchased common stock ( 2,316,460 shares at December 31, 2023 and 2022) ( 78,093 ) ( 78,093 ) Accumulated other comprehensive loss ( 2,648 ) ( 2,393 ) Accumulated earnings 112,443 78,691 Non-controlling interest 1,030 1,735 Total stockholders’ equity 152,006 113,380 Total liabilities and stockholders’ equity $ 569,356 $ 572,106 The accompanying notes are an integral part of the consolidated financial statements. 62 Table of Contents Turning Point Brands, Inc. and Subsidiaries Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands except share data) For the year ended December 31, 2023 2022 2021 Net sales $ 405,393 $ 415,013 $ 445,471 Cost of sales 202,152 209,475 227,637 Gross profit 203,241 205,538 217,834 Selling, general, and administrative expenses 125,009 130,024 127,513 Other operating income, net ( 4,345 ) – – Operating income 82,577 75,514 90,321 Interest expense, net 14,645 19,524 20,500 Investment loss 11,914 13,303 6,673 Other income ( 4,000 ) – – Goodwill and intangible impairment loss – 27,566 – Gain on extinguishment of debt ( 1,664 ) ( 885 ) ( 2,154 ) Income before income taxes 61,682 16,006 65,302 Income tax expense 23,901 4,849 14,040 Consolidated net income 37,781 11,157 51,262 Net loss attributable to non-controlling interest ( 681 ) ( 484 ) ( 797 ) Net income attributable to Turning Point Brands, Inc. $ 38,462 $ 11,641 $ 52,059 Basic income per common share: Net income attributable to Turning Point Brands, Inc. $ 2.19 $ 0.65 $ 2.75 Diluted income per common share: Net income attributable to Turning Point Brands, Inc. $ 2.01 $ 0.64 $ 2.52 Weighted average common shares outstanding: Basic 17,578,270 17,899,794 18,917,570 Diluted 20,467,406 18,055,015 22,381,994 The accompanying notes are an integral part of the consolidated financial statements. 63 Table of Contents Turning Point Brands, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands) For the year ended December 31, 2023 2022 2021 Consolidated net income $ 37,781 $ 11,157 $ 51,262 Other comprehensive income (loss), net of tax Unrealized gain (loss) on MSA investments, net of tax of $ 161 in 2023 and $ 860 in 2022 and $ 81 in 2021 542 ( 2,879 ) ( 272 ) Foreign currency translation, net of tax of $ 0 in 2023 , 2022 and 2021 ( 74 ) ( 269 ) 260 Unrealized (loss) gain on derivative instruments, net of tax of $ 237 in 2023 , $ 273 in 2022 and $ 813 in 2021 ( 747 ) 857 2,634 ( 279 ) ( 2,291 ) 2,622 Consolidated comprehensive income 37,502 8,866 53,884 Comprehensive loss attributable to non-controlling interest ( 705 ) ( 577 ) ( 615 ) Comprehensive income attributable to Turning Point Brands, Inc. $ 38,207 $ 9,443 $ 54,499 The accompanying notes are an integral part of the consolidated financial statements. 64 Table of Contents Turning Point Brands, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands) For the year ended December 31, 2023 2022 2021 Cash flows from operating activities: Consolidated net income $ 37,781 $ 11,157 $ 51,262 Adjustments to reconcile net income to net cash provided by operating activities: Gain on extinguishment of debt ( 1,664 ) ( 885 ) ( 2,154 ) Loss (gain) on sale of property, plant, and equipment 90 ( 9 ) ( 54 ) Loss on goodwill impairment – 25,585 – Loss on intangible asset impairment – 1,981 – Gain on insurance recovery of inventory loss ( 15,181 ) – – Loss on investments 12,177 13,570 7,100 Depreciation and other amortization expense 3,262 3,388 3,105 Amortization of other intangible assets 3,096 1,911 1,907 Amortization of deferred financing costs 2,445 2,576 2,541 Deferred income tax expense (benefit) 7,024 ( 6,506 ) ( 1,485 ) Stock compensation expense 6,561 5,273 7,557 Noncash lease income ( 82 ) ( 29 ) ( 167 ) Gain on MSA escrow deposits – ( 54 ) ( 255 ) Changes in operating assets and liabilities: Accounts receivable ( 1,609 ) ( 2,103 ) 3,317 Inventories 20,977 ( 32,653 ) ( 9 ) Other current assets ( 3,533 ) 4,581 ( 134 ) Other assets ( 4,835 ) 420 996 Accounts payable ( 14 ) 1,240 ( 2,367 ) Accrued liabilities and other 386 830 ( 2,943 ) Net cash provided by operating activities $ 66,881 $ 30,273 $ 68,217 Cash flows from investing activities: Capital expenditures $ ( 5,707 ) $ ( 7,685 ) $ ( 6,156 ) Acquisitions, net of cash acquired – – ( 16,416 ) Payments for investments ( 202 ) ( 1,000 ) ( 16,657 ) Restricted cash, MSA escrow deposits – ( 10,170 ) ( 19,664 ) Proceeds on sale of property, plant and equipment 3 62 54 Net cash used in investing activities $ ( 5,906 ) $ ( 18,793 ) $ ( 58,839 ) 65 Table of Contents Turning Point Brands, Inc. and Subsidiaries Consolidated Statements of Cash Flows (cont.) for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands) For the year ended December 31, 2023 2022 2021 Cash flows from financing activities: Proceeds from Senior Notes $ – $ – $ 250,000 Payments of 2018 first lien term loan – – ( 130,000 ) Settlement of interest rate swaps – – ( 3,573 ) Convertible Senior Notes repurchased ( 41,794 ) ( 9,000 ) – Proceeds from call options 114 51 – Payment of promissory note – – ( 9,625 ) Payment of dividends ( 4,497 ) ( 4,250 ) ( 4,096 ) Payments of financing costs ( 2,437 ) – ( 6,921 ) Exercise of options 450 504 2,071 Redemption of options ( 346 ) ( 155 ) ( 2,111 ) Redemption of restricted stock units ( 995 ) ( 1,229 ) – Common stock repurchased – ( 29,224 ) ( 38,678 ) Net cash (used in) provided by financing activities $ ( 49,505 ) $ ( 43,303 ) $ 57,067 Net increase (decrease) in cash $ 11,470 $ ( 31,823 ) $ 66,445 Effect of foreign currency translation on cash $ 13 $ ( 320 ) $ 191 Cash, beginning of period: Unrestricted $ 106,403 $ 128,320 $ 41,765 Restricted 4,929 15,155 35,074 Total cash at beginning of period $ 111,332 $ 143,475 $ 76,839 Cash, end of period: Unrestricted $ 117,886 $ 106,403 $ 128,320 Restricted 4,929 4,929 15,155 Total cash at end of period $ 122,815 $ 111,332 $ 143,475 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 18,047 $ 18,717 $ 12,539 Cash paid during the period for income taxes, net $ 12,447 $ 13,369 $ 16,063 Supplemental schedule of noncash investing activities: Accrued capital expenditures $ 8 $ 11 $ – Accrued consideration for acquisition of investments $ 248 $ – $ – Supplemental schedule of noncash financing activities: Dividends declared not paid $ 1,489 $ 1,354 $ 1,261 The accompanying notes are an integral part of the consolidated financial statements. 66 Table of Contents Turning Point Brands, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands) Accumulated Other Comprehensive Income (Loss) Common Stock, Voting Additional Paid-In Capital Cost of Repurchased Common Stock Accumulated Earnings (Deficit) Non- Controlling Interest Voting Shares Total Beginning balance January 1, 2021 19,133,794 $ 195 $ 102,423 $ ( 10,191 ) $ ( 2,635 ) $ 23,645 $ 4,050 $ 117,487 Unrealized loss on MSA investments, net of tax of $ 81 – $ – $ – $ – $ ( 272 ) $ – $ – $ ( 272 ) Unrealized gain on derivative instruments, net of tax of $ 813 – – – – 2,634 – – 2,634 Foreign currency translation, net of tax of $ 0 – – – – 78 – 182 260 Stock compensation expense – – 7,557 – – – – 7,557 Exercise of options 158,420 2 2,069 – – – – 2,071 Redemption of options – – ( 2,111 ) – – – – ( 2,111 ) Cost of repurchased common stock ( 896,738 ) – – ( 38,678 ) – – – ( 38,678 ) A cquisition of ReCreation Marketing interest – – ( 1,127 ) – – – ( 1,123 ) ( 2,250 ) Dividends – – – – – ( 4,244 ) – ( 4,244 ) Net income – – – – – 52,059 ( 797 ) 51,262 Ending balance December 31, 2021 18,395,476 $ 197 $ 108,811 $ ( 48,869 ) $ ( 195 ) $ 71,460 $ 2,312 $ 133,716 Unrealized loss on MSA investments, net of tax of $ 860 – $ – $ – $ – $ ( 2,879 ) $ – $ – $ ( 2,879 ) Unrealized gain on derivative instruments, net of tax of $ 273 – – – – 857 – – 857 Foreign currency translation, net of tax of $ 0 – – – – ( 176 ) – ( 93 ) ( 269 ) Stock compensation expense – – 5,273 – – – – 5,273 Exercise of options 35,394 1 503 – – – – 504 Redemption of options – – ( 155 ) – – – – ( 155 ) Issuance of performance based restricted stock units 69,756 – – – – – – – Redemption of performance based restricted stock units – – ( 1,141 ) – – – – ( 1,141 ) Issuance of restricted stock units 5,589 – – – – – – – Redemption of restricted stock units – – ( 88 ) – – – – ( 88 ) Cost of repurchased common stock ( 1,021,052 ) – – ( 29,224 ) – – – ( 29,224 ) Settlement of call options, net of tax of $ 12 – – 39 – – – – 39 Dividends – – – – – ( 4,410 ) – ( 4,410 ) Net income – – – – – 11,641 ( 484 ) 11,157 Ending balance December 31, 2022 17,485,163 $ 198 $ 113,242 $ ( 78,093 ) $ ( 2,393 ) $ 78,691 $ 1,735 $ 113,380 Unrealized gain on MSA investments, net of tax of $ 161 – $ – $ – $ – $ 542 $ – $ – $ 542 Unrealized loss on derivative instruments, net of tax of $ 237 – – – – ( 747 ) – – ( 747 ) Foreign currency translation, net of tax of $ 0 – – – – ( 50 ) – ( 24 ) ( 74 ) Stock compensation expense – – 6,561 – – – – 6,561 Exercise of options 33,851 – 450 – – – – 450 Redemption of options ( 15,985 ) – ( 346 ) – – – – ( 346 ) Issuance of performance based restricted stock units 105,032 1 75 – – – – 76 Redemption of performance based restricted stock units ( 34,704 ) – ( 800 ) – – – – ( 800 ) Issuance of restricted stock units 40,910 – 2 – – – – 2 Redemption of restricted stock units ( 8,590 ) – ( 195 ) – – – – ( 195 ) Settlement of call options, net of tax of $ 28 – – 86 – – – – 86 Dividends – – – – – ( 4,710 ) – ( 4,710 ) Net income – – – – – 38,462 ( 681 ) 37,781 Ending balance December 31, 2023 17,605,677 $ 199 $ 119,075 $ ( 78,093 ) $ ( 2,648 ) $ 112,443 $ 1,030 $ 152,006 The accompanying notes are an integral part of the consolidated financial statements. 67 Table of Contents Turning Point Brands, Inc. and Subsidiaries Notes to Consolidated Financial Statements (dollars in thousands, except where designated and per share data) Note 1. Organizations and Basis of Presentation Description of Business Turning Point Brands, Inc. and its subsidiaries (collectively referred to herein as the “Company,” “we,” “our,” or “us”) is a leading manufacturer, marketer and distributor of branded consumer products. We sell a wide range of products to adult consumers consisting of staple products with our iconic brands Zig-Zag ® and Stoker’s ® and its next generation products to fulfill evolving consumer preferences. Our segments are led by our core, proprietary brands: Zig-Zag ® and CLIPPER ® in the Zig-Zag Products segment and Stoker’s ® along with Beech-Nut ® and Trophy ® in the Stoker’s Products segment. The Company’s products are available in more than 217 ,000 retail outlets in North America. We operate in three segments: (i) Zig-Zag Products, (ii) Stoker’s Products, and (iii) Creative Distribution Solutions, formerly known as NewGen. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and Securities and Exchange Commission (“SEC”) regulations.The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates include those affecting the valuation of goodwill and other intangible assets, deferred income tax valuation allowances, the valuation of investments and the valuation of inventory, including reserves. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The changes did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows in any of the periods presented. 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 (“VIEs”) for which the Company is considered the primary beneficiary. All significant intercompany transactions have been eliminated. U.S. GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine whether the Company is the primary beneficiary of VIEs. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The primary beneficiary of a VIE is the entity that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. Management of the Company has determined that Turning Point Brands Canada (formerly ReCreation Marketing) is a VIE for which the Company is considered the primary beneficiary due to the power the Company has over the activities that most significantly impact the economic performance of Turning Point Brands Canada and the right to receive benefits and the obligation to absorb losses of Turning Point Brands Canada through the Company’s 65 % equity interest, additional subordinated financing provided by the Company to Turning Point Brands Canada and the distribution agreement with Turning Point Brands Canada for the sale of the Company’s products that makes up a significant portion of Turning Point Brands Canada’s business activities. 68 Table of Contents 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 sales 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 excludes from the transaction price, sales taxes and value-added taxes imposed at the time of sale (which do not include excise taxes on smokeless tobacco, cigars, or vaping products billed to customers). 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 as being 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. Company 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 20, “Segment Information”. An additional disaggregation of contract revenue by sales channel can be found within Note 20 as well. Derivative Instruments The Company enters into foreign currency contracts to hedge a portion of its exposure to changes in foreign currency exchange rates on inventory purchase commitments. The Company accounts for its foreign currency 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. Foreign currency 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 foreign currency contracts are transferred 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. Shipping Costs The Company records shipping costs incurred as a component of selling, general and administrative expenses. Shipping costs incurred were approximately $ 23.5 million, $ 24.2 million, and $ 27.6 million in 2023, 2022, and 2021, respectively. Research and Development and Quality Assurance Costs Research and development and quality assurance costs are expensed as incurred. These expenses, classified as selling, general and administrative expenses, were approximately $ 0.6 million, $ 0.6 million, and $ 1.1 million in 2023, 2022, and 2021, respectively. Cash and Cash Equivalents The Company considers any highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) 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. 69 Table of Contents Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Depreciation is provided using the straight-line method over the lesser of the estimated useful lives of the assets or the life of the leases for leasehold improvements ( 4 to 7 years for machinery, equipment and furniture, 10 to 15 years for leasehold improvements, and up to 15 years for buildings and building improvements). Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and improvements are capitalized and depreciated over their estimated useful lives. Upon disposition of fixed assets, the costs and related accumulated depreciation amounts are relieved. Any resulting gain or loss is reflected in operations during the period of disposition. Long-lived assets are reviewed for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and Other Intangible Assets The Company follows the provisions of ASC 350, Intangibles – Goodwill and Other in accounting for goodwill and other intangible assets. Goodwill is tested for impairment annually on December 31, or more frequently if certain indicators are present. When testing goodwill for impairment, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit. The Company determines fair values for each of the reporting units using a combination of the income approach and/or market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, the Company selects peer sets based on close competitors and reviews the revenue and EBITDA multiples to determine the fair value. See Note 10, “Goodwill and Other Intangible Assets” for further information on goodwill. Indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. The Company’s fair value methodology is primarily based on the relief from royalty approach. Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 3.5 to 15 years . The Company continually evaluates the reasonableness of the useful lives of these assets. Fair Value U.S. 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 U.S. 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. Equity Investments The Company's investments include equity securities, which are accounted for at cost and under the equity method of accounting. For equity investments that do not qualify to be accounted for under the equity method of accounting and that do not have a readily determinable fair value, the Company has elected a practical expedient to record the investment at the original cost, as adjusted for impairment and observable price changes. Under the practical expedient, if a qualitative analysis indicates impairment exists, the fair value of the investment is required to be estimated and any excess of the carrying value over the estimated fair value is recognized as an impairment loss. Equity investments accounted for under the equity method of accounting are assessed for impairment when events or circumstances suggest that any loss in value of the investment may be other than temporary. A loss in value of an investment is other than temporary when evidence of a loss in value indicates the absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. In the absence of observable data, the Company estimates the fair values of these investments using a market approach derived from applying market multiples of comparable public companies to the financial results of each investment. The valuation methodology and the significant assumptions used by management in estimating the fair values of each investment, involve a high degree of judgment and may involve the use of third-party valuation specialists. Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations using the straight-line method. Unamortized amounts are expensed upon extinguishment of the related borrowings. Deferred financing costs are presented as a direct deduction from the carrying amount of that debt liability except for deferred financing costs relating to our revolving credit facility, which are presented as an asset. 70 Table of Contents Income Taxes The Company records the effects of income taxes under the liability method in which deferred income tax assets and liabilities are recognized based on the difference between the financial and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company assesses its ability to realize future benefits of deferred tax assets by determining if they meet the “more likely than not” criteria in ASC 740, Income Taxes. If the Company determines that future benefits do not meet the “more likely than not” criteria, a valuation allowance is recorded. Advertising and Promotion Advertising and promotion costs, including point of sale materials, are expensed as incurred and amounted to $ 9.2 million, $ 9.3 million, and $ 12.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Stock-Based Compensation The Company measures stock-based compensation costs related to its stock options on the fair value-based method under the provisions of ASC 718, Compensation – Stock Compensation. The fair value-based method requires compensation cost for stock options to be recognized over the requisite service period based on the fair value of stock options granted. The Company determined the fair value of these awards using the Black-Scholes option pricing model. The Company grants performance-based restricted stock units (“PRSU”) subject to both performance-based and service-based vesting conditions. The fair value of each PRSU is the Company’s stock price on the date of grant. For purposes of recognizing compensation expense as services are rendered in accordance with ASC 718, the Company assumes all employees involved in the PRSU grant will provide service through the end of the performance period. Stock compensation expense is recorded based on the probability of achievement of the performance conditions specified in the PRSU grant. The Company grants restricted stock units (“RSU”) subject to service-based vesting conditions. The fair value of each RSU is the Company’s stock price on the date of grant. The Company recognizes compensation expense as services are rendered in accordance with ASC 718. Stock compensation expense is recorded over the service period in the RSU grant. 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): Forty-six states, certain U.S. territories, and the District of Columbia are parties to the Master Settlement Agreement (“MSA”) and the Smokeless Tobacco Master Settlement Agreement (“STMSA”). To the Company’s knowledge, signatories to the MSA include 49 cigarette manufacturers and/or distributors. The only signatory to the STMSA is US Smokeless Tobacco Company. In the Company’s opinion, the fundamental basis for each agreement is the states’ consents to withdraw all claims for monetary, equitable, and injunctive relief against certain tobacco products manufacturers and others and, in return, the signatories have agreed to certain marketing restrictions and regulations as well as certain payment obligations. 71 Table of Contents Pursuant to the MSA and subsequent states’ statutes, a “cigarette manufacturer” (which is defined to also include MYO cigarette tobacco) has the option of either becoming a signatory to the MSA or opening, funding, and maintaining an escrow account, with sub-accounts on behalf of each settling state. The STMSA has no similar provisions. The MSA escrow accounts are governed by states’ statutes that expressly give the manufacturers the option of opening, funding, and maintaining an escrow account in lieu of becoming a signatory to the MSA. The statutes require companies who are not signatories to the MSA to deposit, on an annual basis, into qualified banks, escrow funds based on the number of cigarettes or cigarette equivalents, i.e., the pounds of MYO tobacco, sold. The purpose of these statutes is expressly stated to be to eliminate the cost disadvantage the settling manufacturers have as a result of entering into the MSA. 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 judgment to that state’s plaintiffs in the event of such a final judgment against the company. Either option – becoming an MSA signatory or establishing an escrow account – is permissible. The Company chose to open and fund an MSA escrow account as its means of compliance. It is management’s opinion, due to the possibility of future federal or state regulations, though none have to date been enacted, that entering into one or both of the settlement agreements or establishing and maintaining an escrow account would not necessarily prevent future regulations from having a material adverse effect on the results of operations, financial position, and cash flows of the Company. Various states have enacted or proposed complementary legislation intended to curb the activity of certain manufacturers and importers of cigarettes that are selling into MSA states without signing the MSA or who have failed to properly establish and fund a qualifying escrow account. To the best of the Company’s knowledge, no such statute has been enacted which could inadvertently and negatively impact the Company, which has been, and is currently, fully compliant with all applicable laws, regulations, and statutes. However, there can be no assurance that the enactment of any such complementary legislation in the future will not have a material adverse effect on the results of operations, financial position, or cash flows of the Company. Pursuant to the MSA escrow account statutes, in order to be compliant with the MSA escrow requirements, companies selling products covered by the MSA are required to deposit such funds for each calendar year into a qualifying escrow account by April 15 of the following year. At December 31, 2023, the Company had on deposit approximately $ 32.1 million, the fair value of which was approximately $ 28.7 million. At December 31, 2022, the Company had on deposit approximately $ 32.1 million, the fair value of which was approximately $ 28.0 million. The increase in fair value was due to decreasing maturities affecting the fair value of U.S. government securities held in the MSA escrow account. Inputs to the valuation methodology of the MSA escrow deposits when funds are invested include unadjusted quoted prices for identical assets or liabilities in active markets at the measurement date. During 2023, no monies were deposited into this qualifying escrow account. The investment vehicles available to the Company are specified in the state escrow agreements and are limited to low-risk government securities. 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; thus, any investment with an unrealized loss position will be held until the value is recovered, or until maturity. 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 December 31, 2023 As of December 31, 2022 Gross Gross Estimated Gross Gross Estimated Unrealized Unrealized Fair Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Cash and cash equivalents $ 1,929 $ – $ – $ 1,929 $ 1,929 $ – $ – $ 1,929 U.S. Governmental agency obligations (unrealized position < 12 months) – – – – 10,226 – ( 1,251 ) 8,975 U.S. Governmental agency obligations (unrealized position > 12 months) 30,144 – ( 3,389 ) 26,755 19,918 – ( 2,842 ) 17,076 Total $ 32,073 $ – $ ( 3,389 ) $ 28,684 $ 32,073 $ – $ ( 4,093 ) $ 27,980 72 Table of Contents As of December 31, 2023 Less than one year $ 4,200 One to five years 10,735 Five to ten years 13,254 Greater than ten years 1,955 Total $ 30,144 The following shows the amount of deposits by sales year for the MSA escrow account: Sales Deposits as of December 31, Year 2023 2022 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 73 Table of Contents Concentration of Credit Risk: At December 31, 2023 and 2022, the Company had bank deposits, including MSA escrow accounts, in excess of federally insured limits of approximately $ 119.0 million and $ 105.2 million, respectively. During 2023 and 2022, the Company invested a portion of the MSA escrow accounts in U.S. Government securities including TIPS, Treasury notes, and Treasury bonds. The Company sells its products to distributors, retail establishments, and consumers throughout the U.S. and also sells Zig-Zag ® premium cigarette papers in Canada and some smaller quantities in other countries. The Company had no customers that accounted for more than 10% of net sales for 2023, 2022, or 2021. The Company performs periodic credit evaluations of its customers and generally does not require collateral on trade receivables. Historically, the Company has not experienced significant credit losses. Accounts Receivable Accounts receivable are recognized at their net realizable value. All accounts receivable are trade related, recorded at the invoiced amount, and do not bear interest. The Company maintains allowances for credit losses for estimated uncollectible invoices resulting from a customer’s inability to pay (bankruptcy, out of business, etc., i.e. “bad debt” which results in write-offs). The activity of allowance for credit losses during 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Balance at beginning of period $ 114 $ 262 Additions to allowance account during period 38 191 Deductions of allowance account during period ( 74 ) ( 339 ) Balance at end of period $ 78 $ 114 Note 3. Acquisitions Unitabac In July 2021, the Company acquired certain assets of Unitabac, a marketer of mass-market cigars, for $ 10.7 million in total consideration, comprised of $ 9.6 million in cash and $ 1.1 million of capitalized transaction costs. The acquired assets are comprised of a portfolio of cigarillo products and all related intellectual property, including Cigarillo Non-Tip (“NT”) Homogenized Tobacco Leaf (“HTL”) products and Rolled Leaf and Natural Leaf Cigarillo Products. The transaction was accounted for as an asset purchase with $ 10.0 million assigned to intellectual property and $ 0.7 million assigned to inventory. The intellectual property asset is deductible for tax purposes. Direct Value Wholesale In April 2021, Turning Point Brands Canada, a VIE for which the Company is considered the primary beneficiary, purchased 100 % of the equity interests of Westhem Ventures LTD d/b/a Direct Value Wholesale (“DVW”) for $ 3.9 million, net of cash acquired, with $ 3.5 million paid in cash at closing and $ 0.5 million in accrued consideration paid during 2021. DVW is a Canadian distribution entity that operates in markets not primarily served by Turning Point Brands Canada. The acquisition expands Turning Point Brands Canada’s markets in Canada. The Company recorded goodwill of $ 2.5 million related to its acquisition of DVW which consists of the synergies expected from combining the operations and is deductible for tax purposes. Goodwill is determined as the consideration transferred in excess of the acquisition price over the estimated fair value of the identifiable net assets acquired. Turning Point Brands Canada In July 2021, the Company invested an additional $ 2.3 million in Turning Point Brands Canada increasing its ownership interest to 65 %. The Company received board seats aligned with its ownership position. The Company has determined that Turning Point Brands Canada continues to be a VIE due to its required subordinated financial support. The Company has determined it remains the primary beneficiary due to its 65% equity interest, additional subordinated financing and distribution agreement with Turning Point Brands Canada for the sale of the Company’s products. As a result of the Company remaining the primary beneficiary, the increase in ownership interest resulted in a decrease in Non-controlling interest of $ 1.1 million and a decrease in Additional paid-in capital of $ 1.1 million. 74 Table of Contents Note 4. Derivative Instruments Foreign Currency The Company’s policy is to manage the risks associated with foreign exchange rate movements. The policy allows hedging up to 100 % of its anticipated purchases of inventory over a forward period that will not exceed 12 rolling and consecutive months. The Company may, from time to time, hedge currency for non-inventory purchases, e.g., production equipment, not to exceed 100 % of the purchase price. During 2023, the Company executed various foreign exchange contracts which met hedge accounting requirements for the purchase of € 20.1 million and sale of € 15.2 million. During 2022, the Company executed various foreign exchange contract, which met hedge accounting requirements for the purchase of € 28.9 million and sale of € 28.9 million . 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 contract’s 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. At December 31, 2022, the Company had foreign currency contracts for the purchase of € 18.5 million and sale of € 18.5 million. The foreign currency contracts’ fair value at December 31, 2022, resulted in an asset of $ 1.2 million included in Other current assets and a liability of $ 0.0 million included in Accrued liabilities. A $ 0.9 million gain and $ 0.1 million loss were reclassified from Accumulated other comprehensive loss to Cost of sales for the years ended December 31, 2023 and 2022, respectively . Interest Rate Swaps The Company terminated its interest rate swap agreements in the first quarter of 2021 with an early termination payment made by the Company in the amount of $ 3.6 million which was reclassified out of accumulated other comprehensive loss into loss on extinguishment of debt. A loss of $ 0.1 million was reclassified into interest expense for the year ended December 31, 2021 . Note 5. 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 bear interest at a rate of 5.625 % per year. As of December 31, 2023, the fair value approximated $ 234.9 million, with a carrying value of $ 250 million. As of December 31, 2022, the fair value approximated $ 226.4 million with a carrying value of $ 250 million. The Convertible Senior Notes bear interest at a rate of 2.50 % per year. As of December 31, 2023, the fair value approximated $ 114.7 million, with a carrying value of $ 118.5 million. As of December 31, 2022, the fair value approximated $ 139.2 million, with a carrying value of $ 162.5 million. See Note 13, “Notes Payable and Long-Term Debt”, for further information regarding the Company’s long-term debt. Foreign Currency The fair value of the Company’s foreign currency contracts are based upon quoted market prices for similar instruments, thus leading to a Level 2 classification within the fair value hierarchy. See Note 4, “Derivative Instruments”, for further information regarding the Company’s foreign currency contracts . 75 Table of Contents Note 6. Inventories The components of inventories are as follows: December 31, December 31, 2023 2022 Raw materials and work in process $ 5,201 $ 7,283 Leaf tobacco 34,894 43,468 Finished goods - Zig-Zag Products 41,783 42,279 Finished goods - Stoker’s Products 8,090 9,667 Finished goods - Creative Distribution Solutions 7,281 15,431 Other 1,711 1,787 Inventories $ 98,960 $ 119,915 The following represents the inventory valuation allowance roll-forward, for the years ended December 31: 2023 2022 Balance at beginning of period $ ( 4,533 ) $ ( 7,668 ) Charged to cost and expense ( 17,275 ) ( 987 ) Deductions for inventory disposed 1,215 4,122 Balance at end of period $ ( 20,593 ) $ ( 4,533 ) 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 . 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. As a result, the Company recorded a $ 15.2 million insurance recovery receivable which is included in other current assets in the consolidated balance sheet, and in other operating income , net offsetting the inventory reserve recorded in the consolidated statement of income for the year ended December 31, 2023. The Company does not expect to incur any delays in customer deliveries as a result of the damage. In 2022, the Company determined that the incorrect weight had been used in calculating the amount of federal excise tax assessed and paid on its imported MYO cigar wraps during the years 2019 - 2021. As a result, the Company filed a refund claim for $ 4.3 million with the Alcohol and Tobacco Tax and Trade Bureau for the overpayment of federal excise taxes, which was approved and paid in the fourth quarter of 2023. This refund is presented in Other operating income, net on the Company’s Consolidated Statements of Income for the year ended December 31, 2023. Note 7. Other Current Assets Other current assets consists of: December 31, December 31, 2023 2022 Inventory deposits $ 5,707 $ 6,395 Insurance deposit 3,000 3,000 Prepaid taxes 153 448 Settlement receivable 4,000 – Insurance recovery receivable 15,181 – Other 12,740 13,116 Total $ 40,781 $ 22,959 76 Table of Contents Note 8. Property, Plant and Equipment, Net Property, plant and equipment consists of: December 31, December 31, 2023 2022 Land $ 22 $ 22 Buildings and improvements 3,956 3,096 Leasehold improvements 5,440 5,404 Machinery and equipment 29,751 25,832 Furniture and fixtures 8,391 9,264 Gross property, plant and equipment 47,560 43,618 Accumulated depreciation ( 22,260 ) ( 20,830 ) Net property, plant and equipment $ 25,300 $ 22,788 Note 9. Deferred Financing Costs, Net Deferred financing costs consist of: December 31, December 31, 2023 2022 Deferred financing costs, net of accumulated amortization of $ 104 and $ 200 , respectively $ 2,450 $ 282 Note 10. Goodwill and Other Intangible Assets The following table summarizes goodwill by segment: Zig-Zag Stoker’s CDS Total Balance as of December 31, 2021 $ 104,158 $ 32,590 $ 25,585 $ 162,333 Impairment – – ( 25,585 ) ( 25,585 ) Cumulative translation adjustment ( 495 ) – – ( 495 ) Balance as of December 31, 2022 $ 103,663 $ 32,590 $ – $ 136,253 Cumulative translation adjustment ( 3 ) – – ( 3 ) Balance as of December 31, 2023 $ 103,660 $ 32,590 $ – $ 136,250 The Company tests goodwill for impairment annually as of December 31, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value. The Company elected to perform a qualitative assessment in evaluating its Zig-Zag and Stoker’s reporting units for impairment as of December 31, 2023. The Creative Distribution Solutions reporting unit goodwill was fully impaired as of December 31, 2022 as discussed below. 77 Table of Contents In evaluating the impairment indicators of its Zig-Zag and Stoker’s reporting units for its 2023 qualitative assessments, the Company considered macro and micro-economic indicators, changes in costs, overall financial performance and other relevant entity-specific events and noted no indication of impairment. The Company also considered the significant excess of fair values over carrying values as determined in the prior year’s quantitative assessment as discussed below. The underlying assumptions utilized during the prior year’s quantitative assessment remain sufficiently similar in 2023 and in line with Company projections. Thus, such underlying assumptions on which the previous fair values are based have not sufficiently changed from the prior year to suggest a material difference in the 2023 fair value assessments to indicate that it is more likely than not that the fair values of the reporting units in 2023 are below their carrying amounts. For 2022, the Company performed quantitative testing on its Zig-Zag and Stoker’s reporting units as part of its annual impairment test and determined that no goodwill impairments existed. For the quantitative assessment, the Company used a combination of discounted cash flow models (income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (market approach). The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue, the weighted average cost of capital, the terminal growth rate, derived multiples from comparable market transactions and other market data . The Company also performed quantitative testing on its Creative Distribution Solutions reporting unit as of December 31, 2022, using a combination of the income approach utilizing Level 3 unobservable inputs and the market approach. Based on the analysis performed the Company concluded that the carrying amount of the reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $ 25.6 million included in Goodwill and intangible impairment loss for the year ended December 31, 2022. The impairment resulted from continued regulatory uncertainty. The Company’s goodwill impairment analysis as of December 31, 2022 referenced above used the discounted cash flow model (income approach) utilizing Level 3 unobservable inputs. The Company’s significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The Company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met or if discount rates change, the Company may have to record additional impairment charges in future periods. The Company also used the Guideline Public Company Method (market approach). The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products. The Company probability-weighted scenarios for both the income and market approaches and also applied an overall probability-weighting to the income and market approaches to determine the concluded fair value of the reporting unit given the uncertainty in the current economic environment to determine the concluded fair value of the reporting unit. The following tables summarize information about the Company’s other intangible assets. Gross carrying amounts of unamortized, indefinite-lived intangible assets are shown below: December 31, 2023 December 31, 2022 Zig-Zag Stoker’s CDS Total Zig-Zag Stoker’s CDS Total Unamortized, indefinite life intangible assets: Trade names $ – $ 8,500 $ – $ 8,500 $ – $ 8,500 $ 9,162 $ 17,662 Formulas 42,245 53 – 42,298 52,217 53 – 52,270 Total $ 42,245 $ 8,553 $ – $ 50,798 $ 52,217 $ 8,553 $ 9,162 $ 69,932 In 2023, the Company conducted a qualitative assessment of its indefinite life intangible assets and noted no indicators of impairment, consistent with the goodwill assessment as discussed above. In January 2023, the Company transferred certain of its formulas and trade names within the Zig-Zag and Creative Distribution Solutions segments to amortized intangible assets. The Company began to amortize the formula and trade name over their useful lives of 15 years . In 2022, based on its annual impairment testing, the fair value of the trade name in the Creative Distribution Solutions segment was less than its carrying amount resulting in an impairment of $ 1.6 million included in Goodwill and intangible impairment loss for the year ended December 31, 2022. The circumstances giving rise to this impairment are consistent with those resulting in the Creative Distribution Solutions goodwill impairment discussed above. 78 Table of Contents Amortized intangible assets consists of: Zig-Zag Stoker’s CDS December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Gross Accumulated Gross Accumulated Gross Accumulated Gross Accumulated Gross Accumulated Gross Accumulated Carrying Amortization Carrying Amortization Carrying Amortization Carrying Amortization Carrying Amortization Carrying Amortization Amortized intangible assets: Customer relationships (useful life of 8 - 10 years) $ – $ – $ – $ – $ – $ – $ – $ – $ 6,936 $ 5,596 $ 6,936 $ 4,768 Trade names (useful life of 15 years) 449 10 – – 2,372 633 2,372 475 16,063 2,952 7,158 2,137 Formulas (useful life of 15 years) 9,972 665 – – – – – – – – – – Master distribution agreement (useful life of 15 years) 5,489 1,281 5,489 915 – – – – – – – – Franchise agreements (useful life of 8 years) – – – – – – – – – – 780 780 Non-compete agreements (useful life of 3.5 years) – – – – – – – – – – 100 100 Total $ 15,910 $ 1,956 $ 5,489 $ 915 $ 2,372 $ 633 $ 2,372 $ 475 $ 22,999 $ 8,548 $ 14,974 $ 7,785 In 2023, the Company noted indicators of possible impairment triggers for its Creative Distribution Solutions reporting unit and, as a result, performed an undiscounted cash flows recoverability assessment which provided that the fair value of the asset group exceeded its carrying value, and thus no further impairment analysis was performed . In 2022, the Company recorded an asset impairment charge of $ 0.3 million related to the franchise agreements intangible asset within the Creative Distribution Solutions segment included in Goodwill and intangible impairment loss for the year ended December 31, 2022. The Company exited the franchise business and determined that the intangible asset was fully impaired. Annual amortization expense for the next five years is estimated to be approximately $ 3.0 million for 2024 and $ 2.4 million for 2025 through 2028, assuming no additional transactions occur that require the amortization of intangible assets. Note 11. Other Assets Other assets consists of: December 31, December 31, 2023 2022 Equity investments $ 2,405 $ 13,376 Debt security investment 6,750 7,820 Capitalized software 5,923 929 Other 88 524 Total $ 15,166 $ 22,649 The Company records its 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. The Company utilizes significant judgments in determining fair value of its equity and debt security investments that do not have an observable market price. Should assumptions underlying the determination of the fair values of the Company's equity and debt security investments change, it could result in material future impairment charges. 79 Table of Contents Equity Investments In April 2021, the Company invested $ 8.7 million in Docklight Brands, Inc., a pioneering consumer products company with celebrated brands including Marley Natural® and Marley™. The Company has additional follow-on investment rights. As part of the investment, the Company has obtained exclusive U.S. distribution rights for Docklight’s Marley™ CBD topical products. In 2023, based on Docklight’s financial results and operating difficulties, a significant change in their business model and the decline in the revenue multiples for public companies comparable to Docklight, the Company deemed its investment in Docklight was fully impaired resulting in a loss of $ 8.7 million recorded in Investment loss on our Consolidated Statements of Income. Fair value for all periods presented was determined using a valuation derived from relevant revenue multiples (Level 3). Purchases of inventory from Docklight Brands, Inc. were $ 0.0 million and $ 0.1 million in 2023 and 2022, respectively. There were no amounts payable to Docklight Brands, Inc. at December 31, 2023 and 2022. In October 2020, the Company invested $ 2.5 million to acquire a 20 % stake in Wild Hempettes, LLC, a manufacturer of natural CBD cigarettes designed as the first cigarette-styled CBD pre-roll in the world. The Company has options to increase its stake to a 100 % ownership position based on certain milestones. As part of the transaction, the Wild Hempettes joint venture was spun off from Crown Distributing LLC and formed as a vehicle for the Company to be the exclusive distributor of Hempettes™ to U.S. bricks and mortar retailers under a profit-sharing arrangement. Effective January 2023, the Company terminated its distribution agreement. The Company accounts for its 20 % share of Wild Hempettes profit or loss using the equity method of accounting. In 2023, based on Wild Hempettes financial results, the Company deemed its investment in Wild Hempettes to be other-than-temporarily impaired resulting in a $ 2.2 million impairment charge included in investment loss for the year ending December 31, 2023. Fair value for the Company’s share of investment in Wild Hempettes was determined using a valuation derived from relevant revenue multiples (Level 3). The Company recorded investment losses including impairment charges of $ 2.3 million and $ 0.1 million for years ended December 31, 2023 and 2022, respectively. Purchases of inventory from Wild Hempettes was $ 0.0 million and $ 0.4 million in 2023 and 2022, respectively. There were no amounts payable to Wild Hempettes at December 31, 2023 and 2022. The Company has a $ 0.2 million receivable from Wild Hemp at December 31, 2023 for the return of product previously purchased and paid for. In October 2020, the Company invested $ 15.0 million in dosist™ (“Dosist”), a global cannabinoid company, with an option to invest an additional $ 15.0 million on pre-determined terms over the twelve month period ending October 2021. The Company received a warrant exercisable for preferred shares of Dosist that would automatically be exercised upon the changing of certain federal cannabis laws in the United States, rescheduling cannabis and/or permitting the general cultivation, distribution and possession of cannabis. In 2021, based on the financial results of Dosist and the overall cannabinoid market, the Company deemed its investment was impaired resulting in a loss of $ 7.1 million recorded in investment loss for the year ended December 31, 2021. In 2022, after a contemplated sale of the assets of Dosist did not occur, Dosist entered into an agreement with a new buyer receiving the assets of Dosist for the assumption of its liabilities. As such, the Company considered its remaining investment in Dosist to be fully impaired and recorded an additional loss of $ 7.9 million in investment loss for the year ended December 31, 2022. Fair value was determined using a valuation derived from the contemplated purchase price (Level 3). There were no purchases of inventory from Dosist in 2023 or 2022. In October 2020, the Company invested $ 1.8 million in BOMANI Cold Buzz, LLC (“BOMANI”), a manufacturer of alcohol-infused cold brew coffee. The Company received rights to receive equity in BOMANI in the event of an equity financing. There were no purchases of inventory from BOMANI in 2023 or 2022. There were no amounts payable to BOMANI at December 31, 2023 and 2022. The Company has a minority ownership position in Canadian American Standard Hemp (“CASH”). CASH is headquartered in Warwick, Rhode Island, and manufactures cannabidiol isolate (“CBD”) developed through highly efficient and proprietary processes. In October 2020, CASH merged with Real Brands, Inc. (“Real Brands”), an over the counter traded shell company. CASH continued business under the Real Brands name. The Company maintained its ownership position in Real Brands subsequent to the merger. In 2022, as a result of a significant decline in the enterprise value, the Company determined that the fair value of the investment was $ 0.0 and fully impaired the investment. The impairment resulted in a loss of $ 4.3 million which is recorded in investment loss for the year ended December 31, 2022. There were no purchases of inventory from Real Brands in 2023 or 2022. There were no amounts payable to Real Brands at December 31, 2023 and 2022. In December 2018, the Company acquired a minority ownership position in General Wireless Operations, Inc. (d/b/a RadioShack; “RadioShack”) from 5G gaming LLC for $ 0.4 million. There were no amounts payable to General Wireless Operations, Inc. at December 31, 2023 and 2022. 80 Table of Contents Debt Security Investment 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. The accrued interest of $ 0.2 million from July 2021 to July 2022 was rolled into the convertible note in July 2022 resulting in a total investment of $ 9.2 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, 2026. Interest and principal not paid to date are receivable at maturity. Old Pal has the option to extend the maturity date 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 year ended December 31, 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 December 31, 2023. 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. Quarterly, we perform a qualitative assessment to determine if the fair value of the investment could be less than the amortized cost basis. In 2022, the Company performed a quantitative assessment of the fair value of the investment. The fair value as of December 31, 2022 was determined to be $ 7.9 million based on a Monte Carlo simulation (Level 3). The Company determined that the impairment was a result of credit related factors and, as such, recorded an allowance for credit losses of $ 1.4 million which is included in investment loss for the year ended December 31, 2022. In 2023, based on a subsequent quantitative assessment of the fair value using a Monte Carlo simulation, the Company determined the fair value to be $ 6.9 million and recorded an additional allowance for credit losses of $ 1.3 million which is included in investment loss for the year ended December 31, 2023. The Company has recorded accrued interest receivable of $ 0.1 million and $ 0.1 million at December 31, 2023 and 2022, respectively, in other current assets on our Consolidated Balance Sheets. Note 12. Accrued Liabilities Accrued liabilities consists of: December 31, December 31, 2023 2022 Accrued payroll and related items $ 7,085 $ 7,685 Customer returns and allowances 5,239 7,291 Taxes payable 3,821 1,867 Lease liabilities 2,678 3,102 Accrued interest 6,682 7,277 Other 8,130 5,779 Total $ 33,635 $ 33,001 Note 13. Notes Payable and Long-Term Debt Notes payable and long-term debt consists of the following in order of preference: December 31, December 31, 2023 2022 Senior Secured Notes $ 250,000 $ 250,000 Convertible Senior Notes 118,541 162,500 Gross notes payable and long-term debt 368,541 412,500 Less deferred finance charges ( 3,183 ) ( 5,743 ) Less current maturities ( 58,294 ) – Notes payable and long-term debt $ 307,064 $ 406,757 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. 81 Table of Contents O bligations 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 on or after February 15, 2023, 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, 2023 102.813 % 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. The Senior Secured Notes Indenture provides for customary events of default. The Company was in compliance with all financial covenants as of December 31, 2023. 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. 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 Agreement. See “2023 ABL Facility” below. The Company had letters of credit outstanding under the Amended Revolving Credit Facility of approximately $ 1.4 million that were terminated with the facility. The Company incurred debt issuance costs attributable to the issuance of the Amended Revolving Credit Facility of $ 0.5 million, with a 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. 82 Table of Contents 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 % 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 no t drawn any borrowings under the 2023 ABL Facility but has letters of credit of approximately $ 1.4 million outstanding under the facility and has an available balance of $ 60.0 million as of December 31, 2023. 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 bear interest at a rate of 2.50 % per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. The Convertible Senior Notes are senior unsecured obligations of the Company. In the fourth quarter of 2022, a wholly owned subsidiary of the Company repurchased $ 10.0 million in aggregate principal amount of the Convertible Senior Notes on the open market resulting in a $ 0.9 million gain on extinguishment of debt. Subsequent principal repurchases occurred in 2023 for an aggregate principal amount of $ 44.0 million resulting in a gain on extinguishment of debt of $ 1.9 million. The repurchased notes continue to be held by our subsidiary and may be resold subject to compliance with applicable securities law. As of December 31, 2023, $ 118.5 million aggregate principal remains outstanding and held by third parties. 83 Table of Contents The Convertible Senior Notes held by third parties are convertible into approximately 2,217,807 shares of TPB Common Stock under certain circumstances prior to maturity at a conversion rate of 18.7092 shares per $ 1,000 principal amount of the Convertible Senior Notes, which represents a conversion price of approximately $ 53.45 per share, subject to adjustment under certain conditions, but will not be adjusted for any accrued and unpaid interest. The conversion price is adjusted periodically as a result of dividends paid by the Company in excess of pre-determined thresholds of $ 0.04 per share. Upon conversion, the Company may pay cash, shares of common stock or a combination of cash and stock, as determined by the Company at its discretion. The conditions required to allow the holders to convert their Convertible Senior Notes were not met as of December 31, 2023. As discussed above, on November 7, 2023, a wholly-owned subsidiary of the Company entered into the new 2023 ABL Facility to refinance up to $ 75.0 million of the Convertible Senior notes at maturity. As a result, the Company classified $ 60.0 million related to the Convertible Senior Notes in Notes payable and long-term debt on the Company’s December 31, 2023 Balance Sheet. Based on current liquidity, free cash flow generation and availability under the 2023 ABL Facility, the Company believes it will have sufficient liquidity to address the maturity of the remaining Convertible Senior Notes. The Company incurred debt issuance costs attributable to the Convertible Senior Notes of $ 5.9 million which are amortized to interest expense using the straight-line method over the expected life of the Convertible Senior Notes. In connection with the Convertible Senior Notes offering, the Company entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions have a strike price of $ 53.45 per share and a cap price of $ 82.86 per share, and are exercisable when, and if, the Convertible Senior Notes are converted. The Company paid $ 20.53 million for these capped calls at the time they were entered into and charged that amount to additional paid-in capital. Note 14. Income Taxes Income tax expense (benefit) for the years ended December 31 consists of the following components: 2023 2022 2021 Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 13,291 $ 4,091 $ 17,382 $ 8,457 $ ( 4,713 ) $ 3,744 $ 11,315 $ ( 583 ) $ 10,732 State and Local 3,602 2,166 5,768 2,815 ( 1,291 ) 1,524 4,210 ( 637 ) 3,573 Foreign ( 16 ) 767 751 83 ( 502 ) ( 419 ) – ( 265 ) ( 265 ) Total $ 16,877 $ 7,024 $ 23,901 $ 11,355 $ ( 6,506 ) $ 4,849 $ 15,525 $ ( 1,485 ) $ 14,040 Deferred tax assets and liabilities consists of: December 31, December 31, 2023 2022 Assets Liabilities Assets Liabilities Inventory $ 5,310 $ – $ 1,384 $ – Property, plant, and equipment – 3,120 – 2,856 Goodwill and other intangible assets – 3,182 – 2,812 Foreign NOL carryforward 1,495 – 561 – State NOL carryforward 2,398 – 2,483 – Unrealized loss on investments 7,203 – 5,168 – Leases 3,278 2,978 3,544 3,222 Original issue discount 426 – 1,604 – Stock compensation 4,879 – 4,333 – Insurance receivable – 3,764 – – Other 4,536 3,567 4,281 2,963 Gross deferred income taxes 29,525 16,611 23,358 11,853 Valuation allowance ( 11,446 ) – ( 3,062 ) – Net deferred income taxes $ 18,079 $ 16,611 $ 20,296 $ 11,853 At December 31, 2023, the Company had state net operating loss (“NOL”) carryforwards for income tax purposes of approximately $ 27.4 million, which expire between 2034 and 2042, $ 25.7 million of which has an indefinite carryforward period. The Company has determined that, at December 31, 2023 and 2022 its ability to realize future benefits of its state NOL carryforwards does not meet the “more likely than not” criteria in ASC 740, Income Taxes. Therefore, a valuation allowance for state NOL carryforwards of $ 2.9 million and $ 2.4 million has been recorded at December 2023 and 2022, respectively. The Company has determined that, at December 31, 2023 its ability to realize future benefits of its unrealized loss on investments and foreign NOL carryforwards do not meet the “more likely than not” criteria in ASC 740, Income Taxes. Therefore a valuation allowance for unrealized loss on investments of $ 6.4 million and foreign NOL carryforwards of $ 1.7 million has been recorded at December 31, 2023. 84 Table of Contents ASC 740-10-25 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 they did no t have any uncertain tax positions requiring recognition as a result of the provisions of ASC 740-10-25. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions as part of interest expense. For the years ended December 31, 2023, 2022, and 2021, no estimated interest or penalties were recognized for the uncertainty of tax positions taken. 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 2020. Reconciliation of the federal statutory rate and the effective income tax rate for the years ended December 31 is as follows: 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % Foreign rate differential ( 0.1 )% ( 0.5 )% ( 0.1 )% State taxes 4.3 % 5.7 % 3.4 % Permanent differences ( 0.1 )% ( 0.2 )% ( 4.1 )% Other - 1.7 % 0.7 % Valuation allowance 13.6 % 2.6 % 0.6 % Effective income tax rate 38.7 % 30.3 % 21.5 % The permanent differences for the years ended December 31, 2023 and 2022 are not significant in the aggregate. The permanent difference for the year December 31, 2021 are primarily related to income tax benefits of $ 7.5 million ($ 1.6 million tax effected) as a result of the forgiveness of the $ 7.5 million unsecured loan and $ 7.2 million ($ 1.5 million tax effected) as a result of stock option exercises. Note 15. 401(k) Retirement Savings Plan The Company sponsors a voluntary 401(k) retirement savings plan. Eligible employees may elect to contribute up to 15 % of their annual earnings subject to certain limitations. For the 2023, 2022 and 2021 plan years, the Company contributed 4 % to those employees contributing 4 % or greater. For those employees contributing less than 4 %, the Company matched the contribution by 100 %. Additionally, for all years presented, the Company made discretionary contributions of 1 % to all employees, regardless of an employee’s contribution level. Company contributions to this plan were approximately $ 1.4 million for 2023, $ 1.5 million for 2022 and $ 1.6 million for 2021. Note 16. Lease Commitments 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. 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. Lease and non-lease components are accounted for as a single lease component. 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. The components of lease expense consist of the following: For the year ended December 31, 2023 2022 2021 Operating lease cost Cost of sales $ 507 $ 940 $ 907 Selling, general and administrative 1,991 1,622 1,907 Variable lease cost (1) 1,183 765 1,182 Short-term lease cost 24 37 48 Sublease income – – ( 60 ) Total $ 3,705 $ 3,364 $ 3,984 (1) Variable lease cost includes elements of a contract that do not represent a good or service but for which the lessee is responsible for paying. 85 Table of Contents For the year ended December 31, 2023 2022 2021 Financing lease cost Selling, general and administrative $ 1,164 $ 1,138 $ 1,094 Total $ 1,164 $ 1,138 $ 1,094 The Company's lease balances consist of the following: December 31, December 31, 2023 2022 Assets: Right of use assets - Operating $ 8,950 $ 10,967 Right of use assets - Financing 2,530 1,498 Total lease assets $ 11,480 $ 12,465 Liabilities: Current lease liabilities - Operating (2) $ 1,991 $ 2,007 Current lease liabilities - Financing (2) 687 1,095 Long-term lease liabilities - Operating 8,374 10,243 Long-term lease liabilities - Financing 1,576 350 Total lease liabilities $ 12,628 $ 13,695 (2) Reported within accrued liabilities on the balance sheet Other information related to the Company's leases consists of the following: December 31, December 31, 2023 2022 Right of use assets obtained in exchange for lease obligations: Operating leases $ 143 $ – Finance leases $ 2,169 $ 494 As of December 31, 2023 2022 Weighted-average remaining lease term - operating leases 5.7 years 6.5 years Weighted-average discount rate - operating leases 5.17 % 5.19 % Weighted-average remaining lease term - financing leases 3.4 years 1.8 years Weighted-average discount rate - financing leases 6.48 % 3.42 % Nearly all the lease contracts for the Company do not provide a readily determinable implicit rate. For these contracts, the Company uses a discount rate that approximates its incremental borrowing rate at the time of the lease commencement. The following table illustrates the Company's future minimum rental payments for non-cancelable leases as of December 31, 2023: Year Operating Finance 2024 $ 2,471 $ 813 2025 2,174 741 2026 2,084 644 2027 2,035 327 2028 1,046 – Years thereafter 2,263 – Total lease payments 12,073 2,525 Less: Imputed interest 1,708 262 Present value of lease liabilities $ 10,365 $ 2,263 Note 17. 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 December 31, 2023, net of forfeitures, there were 271,662 Restricted Stock Units (“RSUs”), 113,801 options and 23,315 Performance Based Restricted Stock Units (“PRSUs”) granted under the 2021 Plan. There are 981,274 shares available for future grant under the 2021 Plan. 86 Table of Contents 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 have not been previously terminated or forfeited remain outstanding and continue unaffected. There are no shares available for grant under the 2006 Plan. 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, 2021 619,835 $ 28.51 $ 8.70 Granted 114,827 30.58 10.34 Exercised ( 40,331 ) 12.49 4.08 Forfeited ( 11,117 ) 32.60 9.35 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 Under the 2006, 2015 and 2021 Plans, the total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021, was $ 0.3 million, $ 0.7 million, and $ 7.9 million, respectively. At December 31, 2023, under the 2006 Plan, the exercise price for the 43,693 outstanding options is $ 3.83 per share, all of which are exercisable. The weighted average of the remaining lives of the outstanding stock options with an exercise price of $ 3.83 is approximately 0.60 years. The Company estimates the expected life of these stock options is ten years from the date of grant. For the $ 3.83 per share options, the weighted average fair value of options at the date of grant was determined using the Black-Scholes model with the following assumptions: a ten-year life from grant date, a current share price and exercise price of $ 3.83 , a risk-free interest rate of 3.57 %, volatility of 40 %, and no assumed dividend yield. Based on these assumptions, the fair value of these options is approximately $ 2.17 per share option granted. At December 31, 2023, 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. 87 Table of Contents The following table outlines the assumptions for options granted under the 2015 Plan. February 10, May 17, March 7, March 20, October 24, March 18, February 18, May 3, 2017 2017 2018 2019 2019 2020 2021 2021 Number of options granted 40,000 93,819 98,100 155,780 25,000 155,000 100,000 12,000 Options outstanding at December 31, 2023 20,000 39,183 51,567 125,514 25,000 79,675 89,021 12,000 Number exercisable at December 31, 2023 20,000 39,183 51,567 125,514 25,000 79,675 63,394 8,040 Exercise price $ 13.00 $ 15.41 $ 21.21 $ 47.58 $ 20.89 $ 14.85 $ 51.75 $ 47.76 Remaining lives 3.12 3.38 4.19 5.22 5.82 6.22 7.14 7.34 Risk free interest rate 1.89 % 1.76 % 2.65 % 2.34 % 1.58 % 0.79 % 0.56 % 0.84 % Expected volatility 27.44 % 26.92 % 28.76 % 30.95 % 31.93 % 35.72 % 28.69 % 29.03 % Expected life 6.000 6.000 6.000 6.000 6.000 6.000 6.000 6.000 Dividend yield – – 0.83 % 0.42 % 0.95 % 1.49 % 0.55 % 0.59 % Fair value at grant date $ 3.98 $ 4.60 $ 6.37 $ 15.63 $ 6.27 $ 4.41 $ 13.77 $ 13.06 The following table outlines the assumptions for options granted under the 2021 Plan. May 17, March 14, April 29, May 12, 2021 2022 2022 2023 Number of options granted 7,500 100,000 14,827 77,519 Options outstanding at December 31, 2023 7,500 71,451 14,827 77,519 Number exercisable at December 31, 2023 5,100 24,741 5,042 58,139 Exercise price $ 45.05 $ 30.46 $ 31.39 $ 20.71 Remaining lives 7.38 8.21 8.33 9.37 Risk free interest rate 0.84 % 2.10 % 2.92 % 3.41 % Expected volatility 31.50 % 35.33 % 35.33 % 34.51 % Expected life 6.000 6.000 6.000 5.186 Dividend yield 0.63 % 1.01 % 0.98 % 1.61 % Fair value at grant date $ 13.23 $ 10.23 $ 11.07 $ 6.45 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 $ 0.7 million, $ 1.1 million and $ 2.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Total unrecognized compensation expense related to options at December 31, 2023, is $ 0.1 million, which will be expensed over 1.0 year. 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. At December 31, 2023, there are 449,790 PRSUs outstanding. The following table outlines the PRSUs granted and outstanding as of December 31, 2023. March 20, March 18, December 28, February 18, March 14, May 4, 2019 2020 2020 2021 2022 2023 Number of PRSUs granted 92,500 94,000 88,169 100,000 49,996 133,578 PRSUs outstanding at December 31, 2023 76,430 83,560 31,040 84,690 41,550 132,520 Fair value as of grant date $ 47.58 $ 14.85 $ 46.42 $ 51.75 $ 30.46 $ 22.25 Remaining lives – 1.00 – 2.00 3.00 2.00 88 Table of Contents The Company recorded compensation expense related to the PRSUs of approximately $ 3.0 million, $ 2.9 million and $ 5.0 million in the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, respectively, based on the probability of achieving the performance condition. Total unrecognized compensation expense related to these awards at December 31, 2023, is $ 4.1 million, which will be expensed over the service period based on the probability of achieving the performance condition. RSUs are stock units subject to service-based vesting conditions over one to five years . At December 31, 2023, there are 218,200 RSUs outstanding. The following table outlines the RSUs granted and outstanding as of December 31, 2023. March 14, March 14, April 29, May 5, May 5, May 8, 2022 2022 2022 2023 2023 2023 Number of RSUs granted 50,004 28,726 4,522 130,873 22,472 20,101 RSUs outstanding at December 31, 2023 40,592 18,961 4,522 128,406 5,618 20,101 Fair value as of grant date $ 30.46 $ 30.46 $ 31.39 $ 22.25 $ 22.25 $ 21.77 Remaining lives 3.00 1.00 3.00 2.25 – 0.35 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 $ 2.9 million, $ 1.3 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Total unrecognized compensation expense related to RSUs at December 31, 2023, is $ 2.5 million, which will be expensed over 2.3 years. Note 18. 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 SDI with a TPB subsidiary 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. 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. We have two franchisor subsidiaries. Like many franchise businesses, in the ordinary course of their business, these subsidiaries are from time-to-time responding parties to arbitration demands brought by franchisees. We recently won a dispositive motion in an arbitration brought by a former franchisee. We have one remaining former franchisee arbitration with breach of contract and negligence allegations, among others. We believe we have good and valid substantive defenses against these claims and intend on vigorously defending our interests in this matter. 89 Table of Contents Note 19. Earnings Per Share T he following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations of net income: December 31, 2023 December 31, 2022 December 31, 2021 Per Per Per Income Shares Share Income Shares Share Income Shares Share Basic EPS: Numerator Net income attributable to Turning Point Brands, Inc. $ 38,462 $ 11,641 $ 52,059 Denominator Weighted average 17,578,270 $ 2.19 17,899,794 $ 0.65 18,917,570 $ 2.75 Diluted EPS: Numerator Net income attributable to Turning Point Brands, Inc. $ 38,462 $ 11,641 $ 52,059 Interest expense related to Convertible Senior Notes, net of tax 2,667 – 4,317 Diluted consolidated net income $ 41,129 $ 11,641 $ 56,376 Denominator Basic weighted average 17,578,270 17,899,794 18,917,570 Convertible Senior Notes (1) 2,533,201 – 3,208,172 Stock options and restricted stock units 355,935 155,221 256,252 20,467,406 $ 2.01 18,055,015 $ 0.64 22,381,994 $ 2.52 (1) For 2022, the effect of 3,208,172 shares issuable upon conversion of the Convertible Senior Notes were excluded from the diluted net income per share calculation because the effect would have been antidilutive. Note 20. Segment Information In accordance with ASC 280, Segment Reporting, the Company has three reportable segments, (1) Zig-Zag Products; (2) Stoker’s Products; and (3) Creative Distribution Solutions. The Zig-Zag Products segment markets and distributes (a) rolling papers, tubes, and related products; (b) finished cigars and MYO cigar wraps and (c) CLIPPER reusable lighters and other accessories. The Stoker’s Products segment (a) manufactures and markets moist snuff and (b) contracts for and markets loose-leaf chewing tobacco products. The Creative Distribution Solutions segment (a) markets and distributes liquid nicotine products and certain other products without tobacco and/or nicotine; (b) distributes a wide assortment of products to non-traditional retail outlets via Vapor Beast; and (c) markets and distributes a wide assortment of products to individual consumers via the VaporFi B2C online platform. Products in the Zig-Zag Products and Stoker’s Products segments are distributed primarily through wholesale distributors in the U.S. and Canada while products in the Creative Distribution Solutions segment are distributed primarily through e-commerce to non-traditional retail outlets and direct to consumers in the U.S. Corporate unallocated includes the costs and assets of the Company not assigned to one of the three reportable segments such as intercompany transfers, deferred taxes, deferred financing fees, and investments in subsidiaries. The Company had no customer that accounted for more than 10% of net sales in 2023, 2022, or 2021. The accounting policies of these segments are the same as those of the Company. Corporate costs are not directly charged to the three reportable segments in the ordinary course of operations. The Company evaluates the performance of its segments and allocates resources to them based on operating income. 90 Table of Contents The tables below present financial information about reportable segments: For the year ended December 31, 2023 2022 2021 Net sales Zig-Zag products $ 180,455 $ 190,403 $ 176,491 Stoker’s products 144,609 130,826 124,280 Total Zig-Zag and Stoker’s products 325,064 321,229 300,771 Creative Distribution Solutions 80,329 93,784 144,700 Total $ 405,393 $ 415,013 $ 445,471 Gross profit Zig-Zag products $ 101,055 $ 106,576 $ 102,739 Stoker’s products 81,887 71,254 68,084 Total Zig-Zag and Stoker’s products 182,942 177,830 170,823 Creative Distribution Solutions 20,299 27,708 47,011 Total $ 203,241 $ 205,538 $ 217,834 Operating income (loss) Zig-Zag products $ 68,280 $ 73,342 $ 77,109 Stoker’s products 62,208 53,331 52,073 Corporate unallocated (1)(2) ( 47,528 ) ( 52,665 ) ( 41,124 ) Total Zig-Zag and Stoker’s products 82,960 74,008 88,058 Creative Distribution Solutions ( 383 ) 1,506 2,263 Total $ 82,577 $ 75,514 $ 90,321 Interest expense, net 14,645 19,524 20,500 Investment loss 11,914 13,303 6,673 Other income ( 4,000 ) – – Goodwill and intangible impairment loss – 27,566 – Gain on extinguishment of debt ( 1,664 ) ( 885 ) ( 2,154 ) Income before income taxes $ 61,682 $ 16,006 $ 65,302 Capital expenditures Zig-Zag products $ 1,112 $ 4,641 $ 141 Stoker’s products 4,595 3,044 5,960 Total Zig-Zag and Stoker’s products 5,707 7,685 6,101 Creative Distribution Solutions – – 55 Total $ 5,707 $ 7,685 $ 6,156 Depreciation and amortization Zig-Zag products $ 1,077 $ 412 $ 388 Stoker’s products 3,041 2,972 2,565 Total Zig-Zag and Stoker’s products 4,118 3,384 2,953 Creative Distribution Solutions 2,240 1,915 2,059 Total $ 6,358 $ 5,299 $ 5,012 (1) Includes corporate costs that are not allocated to any of the three reportable segments. (2) Includes costs related to PMTA of $ 2.1 million, $ 4.6 million and $ 2.6 million in 2023, 2022, and 2021, respectively. 91 Table of Contents December 31, December 31, 2023 2022 Assets Zig-Zag products $ 177,135 $ 225,893 Stoker’s products 174,994 151,241 Corporate unallocated (1) 190,223 155,348 Total Zig-Zag and Stoker’s products 542,352 532,482 Creative Distribution Solutions 27,004 39,624 Total $ 569,356 $ 572,106 (1) Includes assets not assigned to the three reportable segments. All goodwill has been allocated to the reportable segments. Revenue Disaggregation—Sales Channel Revenues of the Zig-Zag Products and Stoker’s Products segments are primarily comprised of sales made to wholesalers while Creative Distribution Solutions sales are made business to business and business to consumer, both online and through our corporate retail stores. Creative Distribution Solutions net sales are broken out by sales channel below. Creative Distribution Solutions For the year ended December 31, 2023 2022 2021 Business to Business $ 71,104 $ 76,462 $ 107,235 Business to Consumer - Online 8,761 16,836 37,069 Other 464 486 396 Total $ 80,329 $ 93,784 $ 144,700 Net Sales: Domestic and Foreign The following table shows a breakdown of consolidated net sales between domestic and foreign. For the year ended December 31, 2023 2022 2021 Domestic $ 374,352 $ 381,723 $ 415,514 Foreign 31,041 33,290 29,957 Total $ 405,393 $ 415,013 $ 445,471 Note 21. Selected Quarterly Financial Information (Unaudited) The following table presents the quarterly operating results: 1st 2nd 3rd 4th 2023 Net sales $ 100,956 $ 105,595 $ 101,722 $ 97,120 Gross profit 48,617 52,478 51,622 50,524 Net income attributable to Turning Point Brands, Inc. 7,597 9,925 10,831 10,109 Basic net income attributable to Turning Point Brands, Inc. per share 0.43 0.56 0.62 0.57 Diluted net income attributable to Turning Point Brands, Inc. per share $ 0.41 $ 0.53 $ 0.58 $ 0.53 2022 Net sales $ 100,894 $ 102,925 $ 107,802 $ 103,392 Gross profit 51,794 51,469 52,712 49,563 Net income attributable to Turning Point Brands, Inc. 10,998 5,424 11,536 ( 16,317 ) Basic net income attributable to Turning Point Brands, Inc. per share 0.60 0.30 0.65 ( 0.93 ) Diluted net income attributable to Turning Point Brands, Inc. per share $ 0.55 $ 0.30 $ 0.60 $ ( 0.93 ) (1) (1) The effect of 3,213,796 shares issuable upon conversion of the Convertible Senior Notes were excluded from the diluted net income per share calculation because the effect would have been antidilutive. The amounts presented in the table above are computed independently for each quarter. As a result, their sum may not equal the total year amounts. 92 Table of Contents Note 22. Additional Information with Respect to Unrestricted Subsidiary Under the terms of the Senior Secured Notes Indenture and Senior Secured Notes, the Company has designated its subsidiaries, South Beach Brands LLC, TPB Beast LLC and Intrepid Brands, LLC as “Unrestricted Subsidiaries”. South Beach Brands LLC is a holding company under which our TPB Beast LLC business operating as Creative Distribution Solutions sits. The Company is required under the terms of the Senior Secured Notes Indenture and the Senior Secured Notes to present additional information that reflects the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries as of and for the periods presented. This additional information is below. Income Statement for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, 2023 2022 Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Net sales $ 325,063 $ 80,330 $ 405,393 $ 321,229 $ 93,784 $ 415,013 Cost of sales 142,121 60,031 202,152 143,399 66,076 209,475 Gross profit 182,942 20,299 203,241 177,830 27,708 205,538 Selling, general, and administrative expenses 104,327 20,682 125,009 129,900 124 130,024 Other operating income, net ( 4,345 ) – ( 4,345 ) – – – Operating income (loss) 82,960 ( 383 ) 82,577 47,930 27,584 75,514 Interest expense, net 14,645 – 14,645 19,524 – 19,524 Investment loss 11,914 – 11,914 13,303 – 13,303 Other income ( 4,000 ) – ( 4,000 ) – – – Goodwill and intangible impairment loss – – 1,488 26,078 27,566 Gain on extinguishment of debt ( 1,664 ) – ( 1,664 ) ( 885 ) – ( 885 ) Income (loss) before income taxes 62,065 ( 383 ) 61,682 14,500 1,506 16,006 Income tax expense 24,049 ( 148 ) 23,901 4,393 456 4,849 Consolidated net income (loss) 38,016 ( 235 ) 37,781 10,107 1,050 11,157 Net loss attributable to non-controlling interest ( 681 ) – ( 681 ) ( 484 ) – ( 484 ) Net income (loss) attributable to Turning Point Brands, Inc. $ 38,697 $ ( 235 ) $ 38,462 $ 10,591 $ 1,050 $ 11,641 Year Ended December 31, 2021 Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Net sales $ 300,771 $ 144,700 $ 445,471 Cost of sales 129,948 97,689 227,637 Gross profit 170,823 47,011 217,834 Selling, general, and administrative expenses 82,765 44,748 127,513 Operating income 88,058 2,263 90,321 Interest expense, net 20,500 – 20,500 Investment loss 6,673 – 6,673 Gain on extinguishment of debt ( 2,154 ) – ( 2,154 ) Income before income taxes 63,039 2,263 65,302 Income tax expense 13,553 487 14,040 Consolidated net income 49,486 1,776 51,262 Net loss attributable to non-controlling interest ( 797 ) – ( 797 ) Net income attributable to Turning Point Brands, Inc. $ 50,283 $ 1,776 $ 52,059 93 Table of Contents Balance Sheet as of December 31, 2023: ASSETS Company and Restricted Subsidiaries Unrestricted Subsidiaries Eliminations Consolidated Current assets: Cash $ 116,725 $ 1,161 $ – $ 117,886 Accounts receivable, net 9,989 – – 9,989 Inventories, net 91,679 7,281 – 98,960 Other current assets 36,937 3,844 – 40,781 Total current assets 255,330 12,286 – 267,616 Property, plant, and equipment, net 25,142 158 – 25,300 Deferred income taxes 1,468 – – 1,468 Right of use assets 11,359 121 – 11,480 Deferred financing costs, net 2,450 – – 2,450 Goodwill 136,250 – – 136,250 Other intangible assets, net 66,490 14,452 – 80,942 Master Settlement Agreement (MSA) escrow deposits 28,684 – – 28,684 Other assets 15,166 – – 15,166 Investment in unrestricted subsidiaries 48,229 – ( 48,229 ) – Total assets $ 590,568 $ 27,017 $ ( 48,229 ) $ 569,356 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,781 $ 626 $ – $ 8,407 Accrued liabilities 32,052 1,583 – 33,635 Current portion of long-term debt 58,294 – – 58,294 Total current liabilities 98,127 2,209 – 100,336 Notes payable and long-term debt 307,064 – – 307,064 Lease liabilities 9,898 52 – 9,950 Total liabilities 415,089 2,261 – 417,350 Commitments and contingencies Stockholders’ equity: Total Turning Point Brands Inc. Stockholders’ Equity/Net parent investment in unrestricted subsidiaries 174,449 24,756 ( 48,229 ) 150,976 Non-controlling interest 1,030 – – 1,030 Total stockholders’ equity 175,479 24,756 ( 48,229 ) 152,006 Total liabilities and stockholders’ equity $ 590,568 $ 27,017 $ ( 48,229 ) $ 569,356 94 Table of Contents Balance Sheet as of December 31, 2022: ASSETS Company and Restricted Subsidiaries Unrestricted Subsidiaries Eliminations Consolidated Current assets: Cash $ 103,990 $ 2,413 $ – $ 106,403 Accounts receivable, net 7,374 1,003 – 8,377 Inventories, net 104,883 15,032 – 119,915 Other current assets 18,828 4,131 – 22,959 Total current assets 235,075 22,579 – 257,654 Property, plant, and equipment, net 22,261 527 – 22,788 Deferred income taxes 8,443 – – 8,443 Right of use assets 12,328 137 – 12,465 Deferred financing costs, net 282 – – 282 Goodwill 136,253 – – 136,253 Other intangible assets, net 67,241 16,351 – 83,592 Master Settlement Agreement (MSA) escrow deposits 27,980 – – 27,980 Other assets 22,619 30 – 22,649 Investment in unrestricted subsidiaries 60,120 – ( 60,120 ) – Total assets $ 592,602 $ 39,624 $ ( 60,120 ) $ 572,106 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,628 $ 727 $ – $ 8,355 Accrued liabilities 31,118 1,883 – 33,001 Other current liabilities 20 – – 20 Total current liabilities 38,766 2,610 – 41,376 Notes payable and long-term debt 406,757 – – 406,757 Lease liabilities 10,593 – – 10,593 Total liabilities 456,116 2,610 – 458,726 Commitments and contingencies Stockholders’ equity: Total Turning Point Brands Inc. Stockholders’ Equity/Net parent investment in unrestricted subsidiaries 134,751 37,014 ( 60,120 ) 111,645 Non-controlling interest 1,735 – – 1,735 Total stockholders’ equity 136,486 37,014 ( 60,120 ) 113,380 Total liabilities and stockholders’ equity $ 592,602 $ 39,624 $ ( 60,120 ) $ 572,106 Note 23. Dividends and Share Repurchase The Company currently pays a quarterly cash dividend. Dividends are considered restricted payments under the Senior Secured Notes Indenture. The Company is generally permitted to make restricted payments provided that, at the time of payment, or as a result of payment, the Company is not in default on its debt covenants. Additional earning and market capitalization restrictions limit the aggregate amount of restricted, quarterly dividends during a fiscal year. During the year ended December 31, 2023, the Company paid cash dividends of $ 0.26 per common share for $ 4.5 million. 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. The program is subject to the ongoing discretion of the Board of Directors. On October 25, 2021, the Board of Directors increased the approved share repurchase program by $ 30.7 million and by an additional $ 24.6 million on February 24, 2022, in each case bringing the aggregate approval back to $ 50.0 million. As of December 31, 2023, $ 27.2 million remains available for share repurchases under the program. There were no shares repurchased for the year ended December 31, 2023. 95 Table of Contents Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.