TURNING POINT BRANDS, INC.

TABLE OF CONTENTS

			Page No.
PART I—FINANCIAL INFORMATION

	ITEM 1	Financial Statements (Unaudited)

		Consolidated Balance Sheets as of ~~March 31,~~September 30, 2022, and December 31, 2021	5

		Consolidated Statements of Income for the three months ended ~~March 31,~~September 30, 2022 and 2021	6

		Consolidated Statements of Income for the nine months ended September 30, 2022 and 2021	7

		Consolidated Statements of Comprehensive Income for the three and nine months ended ~~March 31, 2022 and 2021~~	7

		~~Consolidated Statements of Cash Flows for the three months ended March 31,~~September 30, 2022 and 2021	8

		Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	9

		Consolidated Statements of Changes in ~~Stockholder’s~~Stockholders’ Equity for the three months ended ~~March 31,~~September 30, 2022 and 2021	910

		Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2022 and 2021	11

		Notes to Consolidated Financial Statements	1012

	ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3137

	ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	4049

	ITEM 4	Controls and Procedures	4149

PART II—OTHER INFORMATION

	ITEM 1	Legal Proceedings	4250

	ITEM 1A	Risk Factors	4250

	ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	4250

	ITEM 3	Defaults Upon Senior Securities	4250

	ITEM 4	Mine Safety Disclosures	4350

	ITEM 5	Other Information	4350

	ITEM 6	Exhibits	4451

	Signatures		4552

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, and depend on circumstances, that may or may not occur in the future. As a result, actual events may differ materially from those expressed in, or suggested by, the forward-looking statements. Any forward-looking statement made by Turning Point Brands, Inc. (“TPB”), in this Quarterly Report on Form 10-Q speaks only as of the date hereof. New risks and uncertainties ~~come up~~arise from time to time, and it is impossible for TPB to predict these events or how they may affect it. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to:

~~declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall;~~

~~our dependence on a small number of third-party suppliers and producers;~~

the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or product disruption, as well as other supply chain concerns, including delays in product shipments and increases in freight cost;

~~the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;~~

~~failure to maintain consumer brand recognition and loyalty of our customers;~~

~~our reliance on relationships with several large retailers and national chains for distribution of our products;~~

~~intense competition and our ability to compete effectively;~~

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

~~contamination of our tobacco supply or products;~~

~~uncertainty and continued evolution of the markets for our NewGen and cigar products;~~

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

~~substantial and increasing U.S. regulation;~~

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

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

~~requirement to maintain compliance with master settlement escrow agreement;~~

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

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

~~increase in state and local regulation of our NewGen products has been proposed or enacted;~~

~~increase in tax of our NewGen products could adversely affect our business;~~

~~sensitivity of end-customers to increased sales taxes and economic conditions including significant increases in the rate of inflation and other declines in purchasing power;~~

~~possible increasing international control and regulation;~~

~~failure to comply with environmental, health and safety regulations;~~

•●

declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall;

●

our dependence on a small number of third-party suppliers and producers;

●

the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;

●

failure to maintain consumer brand recognition and loyalty of our customers;

●

our reliance on relationships with several large retailers and national chains for distribution of our products;

●

intense competition and our ability to compete effectively;

●

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

●

contamination of our tobacco supply or products;

●

uncertainty and continued evolution of the markets for our NewGen and cigar products;

●

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

●

substantial and increasing U.S. regulation;

●

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

●

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

●

requirement to maintain compliance with master settlement escrow agreement;

●

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

●

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

●

increase in state and local regulation of our NewGen products has been proposed or enacted;

●

increase in tax of our NewGen products could adversely affect our business;

●

sensitivity of end-customers to increased sales taxes and economic conditions including significant increases in the rate of inflation and other declines in purchasing power;

●

possible increasing international control and regulation;

●

failure to comply with environmental, health and safety regulations;

●

imposition of significant tariffs on imports into the U.S.;

~~the scientific community’s lack of information regarding the long-term health effects of certain substances contained in some of our products;~~

~~significant product liability litigation;~~

~~the effect of the COVID-19 pandemic on our business;~~

~~our amount of indebtedness;~~

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

~~our loss of emerging growth status on December 31, 2021 and ability to comply with the additional requirements applicable to non-emerging growth companies;~~

identification a material weakness in our internal control related to ineffective information technology general controls which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price;

~~Changes in the method for determining LIBOR or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt;~~

●

the scientific community’s lack of information regarding the long-term health effects of certain substances contained in some of our products;

●

significant product liability litigation;

●

the effect of the COVID-19 pandemic on our business;

●

our amount of indebtedness;

●

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

●

identification of a material weakness in our internal control related to ineffective information technology general controls which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price;

●

Changes in the method for determining LIBOR or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt;

●

our certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of our common stock;

●

our certificate of incorporation limits the ownership of our common stock by individuals and entities that are Restricted Investors. These restrictions may affect the liquidity of our common stock and may result in Restricted Investors (as defined in our Certificate of Incorporation) being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;

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future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us;

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

~~our business may be damaged by events outside of our suppliers’ control, such as the impact of epidemics (e.g., coronavirus), political upheavals, or natural disasters;~~

~~our reliance on information technology;~~

~~cybersecurity and privacy breaches;~~

~~failure to manage our growth;~~

~~failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions;~~

~~fluctuations in our results;~~

~~exchange rate fluctuations;~~

~~adverse U.S. and global economic conditions;~~

~~departure of key management personnel or our inability to attract and retain talent;~~

~~infringement on or misappropriation of our intellectual property;~~

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

●

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

●

our business may be damaged by events outside of our suppliers’ control, such as the impact of epidemics (e.g., coronavirus), political upheavals, or natural disasters;

●

our reliance on information technology;

●

cybersecurity and privacy breaches;

●

failure to manage our growth;

●

failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions;

●

fluctuations in our results;

●

exchange rate fluctuations;

●

adverse U.S. and global economic conditions;

●

departure of key management personnel or our inability to attract and retain talent;

●

infringement on or misappropriation of our intellectual property;

●

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

●

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

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Turning Point Brands, Inc.

Consolidated Balance Sheets

(dollars in thousands except share data)

							(unaudited)
							September 30,			December 31,
ASSETS	(unaudited) March 31, 2022			December 31, 2021			2022			2021
Current assets:
Cash	$	126,045		$	128,320		$	105,672		$	128,320
Accounts receivable, net of allowances of $177 in 2022 and $262 in 2021		9,450			6,496
Accounts receivable, net of allowances of $107 in 2022 and $262 in 2021								11,453			6,496
Inventories		105,858			87,607			113,928			87,607
Other current assets		25,663			26,746			24,729			26,746
Total current assets		267,016			249,169			255,782			249,169
Property, plant, and equipment, net		20,567			18,650			22,512			18,650
Deferred income taxes		1,754			1,363			2,795			1,363
Right of use assets		14,405			15,053			13,185			15,053
Deferred financing costs, net		362			388			309			388
Goodwill		162,323			162,333			162,120			162,333
Other intangible assets, net		87,022			87,485	��		86,112			87,485
Master Settlement Agreement (MSA) escrow deposits		30,237			31,720			27,845			31,720
Other assets		35,017			35,399			29,129			35,399
Total assets	$	618,703		$	601,560		$	599,789		$	601,560

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	29,464		$	7,361		$	9,247		$	7,361
Accrued liabilities		29,921			32,937			32,613			32,937
Other current liabilities		38			38			21			38
Total current liabilities		59,423			40,336			41,881			40,336
Notes payable and long-term debt		414,791			414,172			416,029			414,172
Lease liabilities		12,625			13,336			11,299			13,336
Total liabilities		486,839			467,844			469,209			467,844

Commitments and contingencies		0			0

Stockholders’ equity:
Preferred stock; $0.01 par value; authorized shares 40,000,000; issued and outstanding shares -0-		0			0			-			-
Common stock, voting, $0.01 par value; authorized shares, 190,000,000; 19,785,806 issued shares and 18,180,174 outstanding shares at March 31, 2022, and 19,690,884 issued shares and 18,395,476 outstanding shares at December 31, 2021		198			197
Common stock, voting, $0.01 par value; authorized shares, 190,000,000; 19,801,623 issued shares and 17,587,122 outstanding shares at September 30, 2022, and 19,690,884 issued shares and 18,395,476 outstanding shares at December 31, 2021								198			197
Common stock, nonvoting, $0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-		0			0			-			-
Additional paid-in capital		109,073			108,811			112,034			108,811
Cost of repurchased common stock (1,605,632 shares at March 31, 2022, and 1,295,408 shares at December 31, 2021)		(59,491	)		(48,869	)
Cost of repurchased common stock (2,214,501 shares at September 30, 2022, and 1,295,408 shares at December 31, 2021)								(75,901	)		(48,869	)
Accumulated other comprehensive loss		(1,326	)		(195	)		(3,424	)		(195	)
Accumulated earnings		81,327			71,460			96,088			71,460
Non-controlling interest		2,083			2,312			1,585			2,312
Total stockholders’ equity		131,864			133,716			130,580			133,716
Total liabilities and stockholders’ equity	$	618,703		$	601,560		$	599,789		$	601,560

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

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Turning Point Brands, Inc.

Consolidated Statements of Income

(dollars in thousands except share data)

(unaudited)

Three Months Ended
March 31,

2022 2021
Net sales $ 100,894 $ 107,641
Cost of sales 49,100 54,380
Gross profit 51,794 53,261
Selling, general, and administrative expenses 32,565 28,912
Operating income 19,229 24,349
Interest expense, net 5,196 4,486
Investment income (78 ) (25 )
Loss on extinguishment of debt 0 5,706
Income before income taxes 14,111 14,182
Income tax expense 3,340 2,654
Consolidated net income 10,771 11,528
Net loss attributable to non-controlling interest (227 ) (255 )
Net income attributable to Turning Point Brands, Inc. $ 10,998 $ 11,783

Basic income per common share:
Net income attributable to Turning Point Brands, Inc. $ 0.60 $ 0.62
Diluted income per common share:
Net income attributable to Turning Point Brands, Inc. $ 0.55 $ 0.57
Weighted average common shares outstanding:
Basic 18,257,695 19,093,961
Diluted 21,749,510 22,665,067

	Three Months Ended September 30,
	2022			2021

Net sales	$	107,802		$	109,904
Cost of sales		55,090			55,635
Gross profit		52,712			54,269
Selling, general, and administrative expenses		32,891			31,894
Operating income		19,821			22,375
Interest expense, net		4,802			5,397
Investment income		(75	)		(157	)
Gain on extinguishment of debt		-			(375	)
Income before income taxes		15,094			17,510
Income tax expense		3,797			4,073
Consolidated net income		11,297			13,437
Net loss attributable to non-controlling interest		(239	)		(31	)
Net income attributable to Turning Point Brands, Inc.	$	11,536		$	13,468

Basic income per common share:
Net income attributable to Turning Point Brands, Inc.	$	0.65		$	0.71
Diluted income per common share:
Net income attributable to Turning Point Brands, Inc.	$	0.60		$	0.65
Weighted average common shares outstanding:
Basic		17,749,294			18,897,974
Diluted		21,102,006			22,364,807

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

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Turning Point Brands, Inc.

Consolidated Statements of ~~Comprehensive~~ Income

(dollars in ~~thousands)~~thousands except share data)

(unaudited)

Three Months Ended
March 31,

2022 2021
Consolidated net income $ 10,771 $ 11,528

Other comprehensive income (loss), net of tax
Unrealized loss on MSA investments, net of tax of $357 in 2022 and $144 in 2021
(1,126 ) (452 )
Foreign currency translation, net of tax of $0 in 2022 and 2021
(7 ) 318
Unrealized gain on derivative instruments, net of tax of $0 in 2022 and $937 in 2021
0 2,448
(1,133 ) 2,314
Consolidated comprehensive income 9,638 13,842
Comprehensive loss attributable to non-controlling interest (229 ) (96 )
Comprehensive income attributable to Turning Point Brands, Inc. $ 9,867 $ 13,938

	Nine Months Ended September 30,
	2022			2021

Net sales	$	311,621		$	340,188
Cost of sales		155,646			172,685
Gross profit		155,975			167,503
Selling, general, and administrative expenses		98,779			95,900
Operating income		57,196			71,603
Interest expense, net		15,142			15,406
Investment loss (income)		6,074			(292	)
Loss on extinguishment of debt		-			5,331
Income before income taxes		35,980			51,158
Income tax expense		8,706			11,151
Consolidated net income		27,274			40,007
Net loss attributable to non-controlling interest		(684	)		(598	)
Net income attributable to Turning Point Brands, Inc.	$	27,958		$	40,605

Basic income per common share:
Net income attributable to Turning Point Brands, Inc.	$	1.55		$	2.14
Diluted income per common share:
Net income attributable to Turning Point Brands, Inc.	$	1.45		$	1.95
Weighted average common shares outstanding:
Basic		18,021,554			18,988,435
Diluted		21,401,485			22,464,542

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

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Turning Point Brands, Inc.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

	Three Months Ended September 30,
	2022			2021
Consolidated net income	$	11,297		$	13,437

Other comprehensive income (loss), net of tax
Unrealized loss on MSA investments, net of tax of $333 in 2022 and $14 in 2021		(1,046	)		(43	)
Foreign currency translation, net of tax of $0 in 2022 and 2021		(160	)		(637	)
Unrealized (loss) gain on derivative instruments, net of tax of $67 in 2022 and $1 in 2021		(210	)		3
		(1,416	)		(677	)
Consolidated comprehensive income		9,881			12,760
Comprehensive loss attributable to non-controlling interest		(295	)		(306	)
Comprehensive income attributable to Turning Point Brands, Inc.	$	10,176		$	13,066

	Nine Months Ended September 30,
	2022			2021
Consolidated net income	$	27,274		$	40,007

Other comprehensive income (loss), net of tax
Unrealized loss on MSA investments, net of tax of $934 in 2022 and $75 in 2021		(2,940	)		(235	)
Foreign currency translation, net of tax of $0 in 2022 and 2021		(122	)		324
Unrealized (loss) gain on derivative instruments, net of tax of $67 in 2022 and $811 in 2021		(210	)		2,628
		(3,272	)		2,717
Consolidated comprehensive income		24,002			42,724
Comprehensive loss attributable to non-controlling interest		(727	)		(393	)
Comprehensive income attributable to Turning Point Brands, Inc.	$	24,729		$	43,117

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

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Turning Point Brands, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	Three Months Ended March 31,						Nine Months Ended September 30,
	2022			2021			2022			2021
Cash flows from operating activities:
Consolidated net income	$	10,771		$	11,528		$	27,274		$	40,007
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on extinguishment of debt		0			5,706			-			5,331
Loss (gain) on sale of property, plant, and equipment		1			(2	)
Gain on sale of property, plant, and equipment								(8	)		(2	)
Depreciation expense		871			788			2,611			2,313
Amortization of other intangible assets		463			477			1,373			1,431
Amortization of deferred financing costs		645			604			1,936			1,895
Deferred income tax (benefit) expense		(34	)		552			(431	)		1,528
Stock compensation expense		1,159			1,498			4,103			6,015
Noncash lease (income) expense		(5	)		6
Gain on investments		(14	)		(13	)
Noncash lease income								-			(49	)
Loss (gain) on investments								6,244			(144	)
Changes in operating assets and liabilities:
Accounts receivable		(2,958	)		2,735			(5,030	)		1,324
Inventories		(18,258	)		(12,461	)		(26,467	)		(10,970	)
Other current assets		1,081			1,283			1,891			(491	)
Other assets		382			464			1,211			685
Accounts payable		22,101			14,882			2,074			3,488
Accrued liabilities and other		(3,165	)		(3,806	)		(392	)		(2,796	)
Net cash provided by operating activities	$	13,040		$	24,241		$	16,389		$	49,565

Cash flows from investing activities:
Capital expenditures	$	(2,787	)	$	(842	)	$	(6,662	)	$	(4,391	)
Acquisitions, net of cash acquired								-			(16,416	)
Payments for investments								(1,000	)		(16,657	)
Restricted cash, MSA escrow deposits		(8,468	)		(14,920	)		(10,169	)		(14,783	)
Proceeds on the sale of property, plant and equipment		1			2			63			2
Net cash used in investing activities	$	(11,254	)	$	(15,760	)	$	(17,768	)	$	(52,245	)

Cash flows from financing activities:
Proceeds from Senior Secured Notes	$	0		$	250,000		$	-		$	250,000
Payments of 2018 first lien term loan		0			(130,000	)		-			(130,000	)
Settlement of interest rate swaps		0			(3,573	)		-			(3,573	)
Payment of promissory note								-			(9,625	)
Payment of dividends		(1,022	)		(958	)		(3,259	)		(3,056	)
Payments of financing costs		0			(6,614	)		-			(6,921	)
Exercise of options		245			425			504			2,071
Redemption of options		0			(1,466	)		(155	)		(2,111	)
Redemption of performance restricted stock units		(1,141	)		0
Redemption of stock units								(1,228	)		-
Common stock repurchased		(10,622	)		(5,733	)		(27,032	)		(20,481	)
Net cash provided by (used in) financing activities	$	(12,540	)	$	102,081
Net cash (used in) provided by financing activities							$	(31,170	)	$	76,304

Net (decrease) increase in cash	$	(10,754	)	$	110,562		$	(32,549	)	$	73,624
Effect of foreign currency translation on cash	$	(3	)	$	101		$	(324	)	$	235

Cash, beginning of period:
Unrestricted		128,320			41,765			128,320			41,765
Restricted		15,155			35,074			15,155			35,074
Total cash at beginning of period		143,475			76,839			143,475			76,839

Cash, end of period:
Unrestricted		126,045			167,361			105,672			130,551
Restricted		6,673			20,141			4,930			20,147
Total cash at end of period	$	132,718		$	187,502		$	110,602		$	150,698

Supplemental schedule of noncash investing activities:
Accrued capital expenditures	$	187		$	177		$	57		$	-

Supplemental schedule of noncash financing activities:
Dividends declared not paid	$	1,131		$	1,071		$	1,089		$	1,255
Accrued expenses for incurred financing costs	$	0		$	301
Accrued consideration for acquisition							$	-		$	316

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

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Turning Point Brands, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended ~~March 31,~~September 30, 2022 and 2021

(dollars in thousands except share data)

(unaudited)

Voting
Shares

Common
Stock,
Voting

Additional
Paid-In
Capital

Cost of
Repurchased
Common Stock

Accumulated
Other
Comprehensive
Income (Loss)

Accumulated
Earnings

Non-
Controlling
Interest
Total

Beginning balance January 1, 2022
18,395,476 $ 197 $ 108,811 $ (48,869 ) $ (195 ) $ 71,460 $ 2,312 $ 133,716

Unrealized loss on MSA investments, net of tax of $357
- 0 0 0 (1,126 ) 0 0 (1,126 )
Foreign currency translation, net of tax of $0
- 0 0 0 (5 ) 0 (2 ) (7 )
Stock compensation expense - 0 1,159 0 0 0 0 1,159
Exercise of options 25,166 0 245 0 0 0 0 245
Performance restricted stock units issuance 103,843 1 (1 ) 0 0 0 0 0
Performance restricted stock units redeemed (34,087 ) 0 (1,141 ) 0 0 0 0 (1,141 )
Cost of repurchased common stock (310,224 ) 0 0 (10,622 ) 0 0 0 (10,622 )
Dividends - 0 0 0 0 (1,131 ) 0 (1,131 )
Net income - 0 0 0 0 10,998 (227 ) 10,771
Ending balance March 31, 2022
18,180,174 $ 198 $ 109,073 $ (59,491 ) $ (1,326 ) $ 81,327 $ 2,083 $ 131,864

Beginning balance Janauary 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 $144
- 0 0 0 (452 ) 0 0 (452 )
Unrealized gain on derivative instruments, net of tax of $937
- 0 0 0 2,448 0 0 2,448
Foreign currency translation, net of tax of $0
- 0 0 0 159 0 159 318
Stock compensation expense - 0 1,498 0 0 0 0 1,498
Exercise of options 44,357 1 424 0 0 0 0 425
Redemption of options - 0 (1,466 ) 0 0 0 0 (1,466 )
Cost of repurchased common stock (119,031 ) 0 0 (5,733 ) 0 0 0 (5,733 )
Dividends - 0 0 0 0 (1,071 ) 0 (1,071 )
Net income - 0 0 0 0 11,783 (255 ) 11,528
Ending balance March 31, 2021
19,059,120 $ 196 $ 102,879 $ (15,924 ) $ (480 ) $ 34,357 $ 3,954 $ 124,982

												Accumulated
				Common		Additional			Cost of			Other						Non-
	Voting			Stock,		Paid-In			Repurchased			Comprehensive			Accumulated			Controlling
	Shares			Voting		Capital			Common Stock			Income (Loss)			Earnings			Interest			Total

Beginning balance July 1, 2022		17,890,441		$	198	$	110,563		$	(68,287	)	$	(2,064	)	$	85,641		$	1,880		$	127,931

Unrealized loss on MSA investments, net of tax of $333		-			-		-			-			(1,046	)		-			-			(1,046	)
Unrealized loss on derivative instruments, net of tax of $67		-			-		-			-			(210	)		-			-			(210	)
Foreign currency translation, net of tax of $0		-			-		-			-			(104	)		-			(56	)		(160	)
Stock compensation expense		-			-		1,442			-			-			-			-			1,442
Exercise of options		3,053			-		29			-			-			-			-			29
Redemption of options		-			-		-			-			-			-			-			-
Performance restricted stock units issuance		835			-		-			-			-			-			-			-
Cost of repurchased common stock		(307,207	)		-		-			(7,614	)		-			-			-			(7,614	)
Dividends		-			-		-			-			-			(1,089	)		-			(1,089	)
Net income		-			-		-			-			-			11,536			(239	)		11,297
Ending balance September 30, 2022		17,587,122		$	198	$	112,034		$	(75,901	)	$	(3,424	)	$	96,088		$	1,585		$	130,580


Beginning balance July 1, 2021		18,923,523		$	196	$	105,460		$	(24,277	)	$	279		$	48,647		$	3,963		$	134,268

Unrealized gain on MSA investments, net of tax of $14		-			-		-			-			(43	)		-			-			(43	)
Unrealized gain on derivative instruments, net of tax of $1		-			-		-			-			3			-			-			3
Foreign currency translation, net of tax of $0		-			-		-			-			(362	)		-			(275	)		(637	)
Stock compensation expense		-			-		1,752			-			-			-			-			1,752
Exercise of options		74,660			1		1,184			-			-			-			-			1,185
Cost of repurchased common stock		(125,000	)		-		-			(6,395	)		-			-			-			(6,395	)
Acquisition of Recreation Marketing interest		-			-		(1,127	)		-			-			-			(1,123	)		(2,250	)
Dividends		-			-		-			-			-			(1,063	)		-			(1,063	)
Net income		-			-		-			-			-			13,468			(31	)		13,437
Ending balance September 30, 2021		18,873,183		$	197	$	107,269		$	(30,672	)	$	(123	)	$	61,052		$	2,534		$	140,257

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

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Turning Point Brands, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Months Ended September 30, 2022 and 2021

(dollars in thousands except share data)

(unaudited)

												Accumulated
				Common		Additional			Cost of			Other						Non-
	Voting			Stock,		Paid-In			Repurchased			Comprehensive			Accumulated			Controlling
	Shares			Voting		Capital			Common Stock			Income (Loss)			Earnings			Interest			Total

Beginning balance January 1, 2022		18,395,476		$	197	$	108,811		$	(48,869	)	$	(195	)	$	71,460		$	2,312		$	133,716

Unrealized loss on MSA investments, net of tax of $934		-			-		-			-			(2,940	)		-			-			(2,940	)
Unrealized loss on derivative instruments, net of tax of $67		-			-		-			-			(210	)		-			-			(210	)
Foreign currency translation, net of tax of $0		-			-		-			-			(79	)		-			(43	)		(122	)
Stock compensation expense		-			-		4,103			-			-			-			-			4,103
Exercise of options		35,394			-		504			-			-			-			-			504
Redemption of options		-			-		(155	)		-			-			-			-			(155	)
Issuance of performance restricted stock units		75,345			1		(1	)		-			-			-			-			-
Redemption of performance restricted stock units		-			-		(1,141	)		-			-			-			-			(1,141	)
Redemption of restricted stock units		-			-		(87	)		-			-			-			-			(87	)
Cost of repurchased common stock		(919,093	)		-		-			(27,032	)		-			-			-			(27,032	)
Dividends		-			-		-			-			-			(3,330	)		-			(3,330	)
Net income		-			-		-			-			-			27,958			(684	)		27,274
Ending balance September 30, 2022		17,587,122		$	198	$	112,034		$	(75,901	)	$	(3,424	)	$	96,088		$	1,585		$	130,580


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 $75		-			-		-			-			(235	)		-			-			(235	)
Unrealized gain on derivative instruments, net of tax of $811		-			-		-			-			2,628			-			-			2,628
Foreign currency translation, net of tax of $0		-			-		-			-			119			-			205			324
Stock compensation expense		-			-		6,015			-			-			-			-			6,015
Exercise of options		158,420			2		2,069			-			-			-			-			2,071
Redemption of options		-			-		(2,111	)		-			-			-			-			(2,111	)
Cost of repurchased common stock		(419,031	)		-		-			(20,481	)		-			-			-			(20,481	)
Acquisition of Recreation Marketing interest		-			-		(1,127	)		-			-			-			(1,123	)		(2,250	)
Dividends		-			-		-			-			-			(3,198	)		-			(3,198	)
Net income		-			-		-			-			-			40,605			(598	)		40,007
Ending balance September 30, 2021		18,873,183		$	197	$	107,269		$	(30,672	)	$	(123	)	$	61,052		$	2,534		$	140,257

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

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Turning Point Brands, Inc.

Notes to Consolidated Financial Statements

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

Note 1. Description of Business 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. The Company sells a wide range of products to adult consumers consisting of staple products with its iconic brands Zig-Zag^®and Stoker’s^®and its next generation products to fulfill evolving consumer preferences. ~~Its~~The Company’s 3three focus segments are led by its core, proprietary brands: Zig-Zag^® in the Zig-Zag Products segment; Stoker’s^® along with Beech-Nut^® and Trophy^® in the Stoker’s Products segment; ~~along with~~and its distribution platforms (Vapor Beast^®, VaporFi^® and Direct Vapor^®)and Solace^® in the NewGen Products segment. The Company’s products are available in more than 215,000 retail outlets in North America. The Company operates in 3three segments: (i) Zig-Zag Products, (ii) Stoker’s Products, and (iii) NewGen Products.

Basis of Presentation

The accompanying unaudited interim, consolidated financial statements have been prepared in accordance with the accounting practices described in the Company’s audited, consolidated financial statements as of and for the year ended December 31, ~~2021.~~2021, included in its Annual Report on Form 10-K for the year then ended. In the opinion of management, the unaudited, interim, consolidated financial statements included herein contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company for the periods indicated. Such adjustments, other than nonrecurring adjustments separately disclosed, are of a normal and recurring nature. The operating results for interim periods are not necessarily indicative of results to be expected for a full year or future interim periods. The unaudited, interim, consolidated financial statements should be read in conjunction with the Company’s audited, consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021. The accompanying interim, consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, accordingly, do not include all the disclosures required by generally accepted accounting principles in the United States (“GAAP”) with respect to annual financial statements.

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.

Revenue Recognition

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

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A further requirement of ASC 606 is for entities to disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company’s management views business performance through segments that closely resemble the performance of major product lines. Thus, the primary and most useful disaggregation of the Company’s contract revenue for decision making purposes is the disaggregation by segment which can be found in Note ~~17.~~17 “Segment Information”. An additional disaggregation of contract revenue by sales channel can be also found within Note 17 ~~as well.~~

“Segment Information.”

~~Shipping Costs~~

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Shipping Costs

The Company records shipping costs incurred as a component of selling, general, and administrative expenses. Shipping costs incurred were approximately ~~$5.7~~$5.8 million and ~~$5.9~~$7.1 million for the three months ending ~~March 31,~~ September 30,2022 and 2021, respectively.Shipping costs incurred were approximately $17.9 million and $21.1 million for the nine months ending September 30,2022 and 2021, respectively.

Inventories

~~Inventories~~

Inventories are stated at the lower of cost or net realizable value using the ~~first-in, first-out~~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.

Fair Value

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

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

●

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

●

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

●

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

Derivative Instruments

Foreign Currency Forward Contracts: The Company enters into foreign currency forward contracts to hedge a portion of its exposure to changes in foreign currency exchange rates on inventory purchase commitments. The Company accounts for its forward contracts under the provisions of ASC 815, Derivatives and Hedging. Under the Company’s foreign currency hedging 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 ~~90percent~~ninety percent of its non-inventory purchases in the denominated invoice currency. Forward contracts that qualify as hedges are adjusted to their fair value through other comprehensive income as determined by market prices on the measurement date, except any hedge ineffectiveness which is recognized currently in income. Gains and losses on these forward contracts are 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.

Interest Rate Swap Agreements: The Company enters into interest rate swap contracts to manage interest rate risk and reduce the volatility of future cash flows. The Company accounts for its interest rate swap contracts under the provisions of ASC 815, Derivatives and Hedging. Swap 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 swap contracts are transferred from other comprehensive income into net income upon settlement of the derivative position or at maturity of the interest rate swap contract. 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.

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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. 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 NewGen products due to malfunctioning ~~devices.~~devices, batteries, or marketing practices. There can be no assurance the Company will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Master Settlement Agreement (MSA): Pursuant to the Master Settlement Agreement (the “MSA”) entered into in November 1998 by most states (represented by their attorneys general acting through the National Association of Attorneys General) and subsequent states’ statutes, a “cigarette manufacturer” (which is defined to include a manufacturer of make-your-own (“MYO”) cigarette tobacco) has the option of either becoming a signatory to the MSA or opening, funding, and maintaining an escrow account to have funds available for certain potential tobacco-related liabilities with sub-accounts on behalf of each settling state. Such companies are entitled to direct the investment of the escrowed funds and withdraw any appreciation but cannot withdraw the principal for twenty-five years from the year of each annual deposit, except to withdraw funds deposited pursuant to an individual state’s escrow statute to pay a final judgement to that state’s plaintiffs in the event of such a final judgement against the Company. The Company chose to open and fund an escrow account as its method of compliance. It is the Company’s policy to record amounts on deposit in the escrow account for prior years as a non-current asset. As of ~~March 31,~~September 30, 2022, the Company had on deposit approximately $32.1 million, the fair value of which was approximately ~~$30.2~~$27.8 million. At December 31, 2021, the Company had on deposit approximately $32.1 million, the fair value of which was approximately $31.7 million. The Company discontinued its generic category of MYO in 2019 and its Zig-Zagbranded MYO cigarette smoking tobacco in 2017. Thus, pending a change in MSA legislation, the Company has no remaining product lines covered by the MSA and will not be required to make future escrow deposits.

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

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

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																			As of September 30, 2022									As of December 31, 2021
																					Gross		Gross			Estimated				Gross		Gross			Estimated
	As of March 31, 2022									As of December 31, 2021											Unrealized		Unrealized			Fair				Unrealized		Unrealized			Fair
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Cash and cash equivalents	$	3,673	$	0	$	0		$	3,673	$	12,155	$	0	$	0		$	12,155	$	1,928	$	-	$	-		$	1,928	$	12,155	$	-	$	-		$	12,155
U.S. Governmental agency obligations (unrealized position < 12 months)		21,452		5		(1,145	)		20,312		19,918		4		(357	)		19,565		15,712		-		(1,898	)		13,814		19,918		4		(357	)		19,565
U.S. Governmental agency obligations (unrealized position > 12 months)		6,948		0		(696	)		6,252		0		0		0			0		14,433		-		(2,330	)		12,103		-		-		-			-
	$	32,073	$	5	$	(1,841	)	$	30,237	$	32,073	$	4	$	(357	)	$	31,720	$	32,073	$	-	$	(4,228	)	$	27,845	$	32,073	$	4	$	(357	)	$	31,720

	As of		As of
	March 31, 2022		September 30, 2022
Less than one year	$	0	$	-
One to five years		7,443		7,443
Five to ten years		20,001		20,747
Greater than ten years		956		1,955
Total	$	28,400	$	30,145

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

	Deposits as of				Deposits as of
Sales Year	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
1999	$	211	$	211	$	211	$	211
2000		1,017		1,017		1,017		1,017
2001		1,673		1,673		1,673		1,673
2002		2,271		2,271		2,271		2,271
2003		4,249		4,249		4,249		4,249
2004		3,714		3,714		3,714		3,714
2005		4,553		4,553		4,553		4,553
2006		3,847		3,847		3,847		3,847
2007		4,167		4,167		4,167		4,167
2008		3,364		3,364		3,364		3,364
2009		1,619		1,619		1,619		1,619
2010		406		406		406		406
2011		193		193		193		193
2012		199		199		199		199
2013		173		173		173		173
2014		143		143		143		143
2015		101		101		101		101
2016		91		91		91		91
2017		82		82		82		82

Total	$	32,073	$	32,073	$	32,073	$	32,073

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Food and Drug Administration (FDA): On June 22, 2009, the Family Smoking Prevention and Tobacco Control Act (the “~~FSPTCA~~”“FSPTCA”) authorized the FDA to immediately regulate the manufacturing, sale, and marketing of 4four categories of tobacco products – cigarettes, cigarette tobacco, roll-your-own tobacco, and smokeless tobacco. On August 8, 2016, the FDA deeming regulation became effective. The deeming regulation gave the FDA the authority to also regulate cigars, pipe tobacco, e-cigarettes, vaporizers, and e-liquids as “deemed” tobacco products under the FSPTCA.

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The FDA assesses tobacco product user fees on ~~6 classes~~six classes of regulated tobacco products and computes user fees using a methodology similar to the methodology used by the U.S Department of Agriculture to compute the Tobacco Transition Payment Program (“TTPP,” also known as the “Tobacco Buyout”) assessment. First, the total, annual, congressionally established user fee assessment is allocated among the various classes of tobacco products using the federal excise tax weighted market share of tobacco products subject to regulation. Then, the assessment for each class of tobacco products is divided among individual manufacturers and ~~importers~~.importers.

In August 2016, the FDA’s regulatory authority under the Tobacco Control Act (the “TCA”) was extended to all tobacco products not previously covered, including: (i) certain NewGen products (such as electronic cigarettes, vaporizers and e-liquids) and their components or parts (such as tanks, coils and batteries);; (ii) cigars and their components or parts (such as cigar tobacco and wraps);; (iii) pipe ~~tobacco;~~tobacco; (iv) hookah ~~products;~~products; and (v) any other tobacco product “newly deemed” by the FDA. These “deeming regulations” apply to all products made or derived from tobacco intended for human consumption, but excluding accessories of tobacco products (such as lighters). Accordingly, the FDA has since regulated our cigar and cigar wrap products as well as our vapor products containing tobacco-derived nicotine and products intended or reasonably expected to be used to consume such e-liquids.

Subsequently, on April 14, 2022, FDA Center for Tobacco Products also obtained jurisdiction over non-tobacco nicotine products (“NTN Products”), including synthetic nicotine. That law subjects NTN Products to the same requirements as tobacco-derived products, including not selling these products to persons under 21 years of age, not marketing these products as modified risk tobacco products without authorization, and not distributing free samples of these products. Additionally, NTN Products became subject to premarket filing requirements. Under the ~~deeming regulations,~~new law, manufacturers were required to file a PMTA by May 14, 2022, in order to continue selling products currently on the FDA has responsibility for conducting premarket review of “new tobacco products”—defined as those products not commercially marketed in the United States as of February 15, 2007. There are 3 pathways for obtaining premarket authorization, including submissionmarket. NTN Products subject of a ~~premarket tobacco product application (“PMTA”).~~timely-filed PMTA, and not in receipt of a negative action, were allowed to remain on the market until July 13, 2022, at which time these products became subject to enforcement, similar to tobacco-derived products remaining under review.

~~We submitted premarket filings prior to the September 9, 2020 deadline for certain of our products and have continued to supplement these applications with additional information.~~

A successful PMTA must demonstrate that the subject product is “appropriate for the protection of public health,” taking into account the effect of the marketing of the product on all sub-populations while a Substantial Equivalence Report must demonstrate that a new product either has the same characteristics as its predicate product or different characteristics, but does not raise different questions of public health. We submitted premarket filings prior to the September 9, 2020 deadline for certain of our tobacco and tobacco-derived products, all of which remain under review. We likewise filed premarket submissions for certain of our NTN Products ahead of the May 14, 2022 deadline. We have continued to supplement these applications with additional information; however, there can be no guarantee that FDA will accept such amendments or that the applications will meet the standard of “appropriate for the protection of public health.” The FDA has indicated its enforcement priority is those applicants who have received negative action on their application, such as a Marketing Denial Order or Refuse to File notification and who continue to illegally sell those unauthorized products, as well as products for which manufacturers failed to submit a marketing application. Despite these stated enforcement priorities, given FDA’s limited resources we expect that for a period of time there may be a lack of enforcement, which may adversely impact our ability to compete in the marketplace against those who continue to sell unauthorized products. There can be no guarantee that FDA will not shift its enforcement priorities or that it will increase in ability to enforce against unauthorized products over time.

The FDA has issued a number of proposed rules related to premarket filings; however, those rules were not finalized prior to the September 9, 2020, filing deadline. On October 5, 2021, the FDA finalized 2two rules related to the Substantial Equivalence process and the ~~Premarket Tobacco Product Application~~PMTA process, respectively, which both ~~become~~became effective November 4, 2021. Both final rules (collectively, the ~~“Rules��~~“Rules”) indicate that any new or additional requirements will not retroactively apply to currently pending ~~PMTAs;~~PMTAs for tobacco and tobacco-derived products; however, the information outlined in the rule remains important to the FDA’s substantive review of an application. FDA has yet to indicate how it might apply these Rules to NTN Product filings. We believe we have products that meet the Rules and have filed premarket filings supporting a showing of the respective required standards. However, there is no assurance that the FDA’s guidance or regulations will not change, that the FDA will not prioritize its enforcement in a manner that negatively affects our pending applications, or that unforeseen circumstances will not arise that prevent us from sufficiently supplementing or completing our applications or otherwise increase the amount of time and money we are required to spend to receive all necessary marketing orders. Although we filed many premarket applications in a timely manner, no assurance can be given that the applications will ultimately be successful. This may result in the prioritization of supplementing or completing applications for high priority SKUs in our inventory position, which could adversely impact future revenues generated by lower priority SKUs.

In addition, we currently distribute many third-party manufactured vapor products for which we ~~will be~~are completely dependent on the manufacturer complying with the premarket filing requirements. There can be no assurance that these third-party products will receive a marketing order or otherwise remain in compliance with relevant legal requirements. While we will take measures to pursue regulatory compliance for our own privately-branded or proprietary ~~vape~~ products that compete with these third-party products, there is no assurance that such proprietary products would be as successful in the marketplace or can fully displace third-party products that are currently being distributed by us, which could adversely affect our results of operations and liquidity. For a period of time after the filing deadline, we expect there to be a lack of enforcement, which may adversely affect our ability to compete in the marketplace against those who continue to sell unauthorized products.

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On ~~April 29, 2021,~~May 4, 2022, the FDA ~~announced plans to propose 2~~proposed two tobacco product standards related to combusted tobacco products: (1) a ban on menthol as a characterizing flavor in cigarettes; and (2) a ban on all characterizing flavors (including menthol) in ~~cigars.~~cigars. We carry certain products that may be subject of the characterizing flavor ban in cigars, should it be finalized in its proposed form. On June 21, 2022, FDA also issued a proposed product standard related to restricting the level of nicotine in traditional cigarettes. These product standards are required to go through the formal rulemaking process, ~~where~~during which we ~~would have the opportunity~~were able to ~~comment on the proposed rule~~provide comments with regard to ~~any~~the impact such standards would have on ~~any of~~ our products. The FDA’s policy on these and other regulated products may change or expand over time in ways not yet known and may significantly impact our products or our premarket filings.

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On March 15, 2022, the Consolidated Appropriations Act of 2022 was signed into law. This law included a new provision bringing non-tobacco nicotine products (“NTN Products”), including synthetic nicotine, under the jurisdiction of the FDA Center for Tobacco Products. This law took effect April 14, 2022, and subjects NTN Products to the same requirements as tobacco-derived products, including not selling these products to persons under 21 years of age, not marketing these products as modified risk tobacco products, and not distributing free samples of these products. Additionally, NTN Products on the market between March 15, 2022, and April 14, 2022, must file a PMTA by May 14, 2022. NTN Products subject of a timely-filed PMTA, and not in receipt of a negative action, may remain on the market until July 13, 2022. After July 13, 2022, these products are subject to enforcement.

We have been compiling premarket filings for certain of our NTN Products and will submit these filings ahead of the May 14, 2022, deadline. After the deadline passes, we will continue to supplement these filings with additional information; however, there can be no guarantee that FDA will accept such amendments or, similar to other filings, that the applications will meet the standard of “appropriate for the protection of public health.” We also expect that for a period of time after the filing deadline, there may be a lack of enforcement, which may adversely impact our ability to compete in the marketplace against those who continue to sell unauthorized products.

Prevent All Cigarette Trafficking Act (“PACT Act”): On December 27, 2020, President Trump signed the Further Consolidated Appropriations Act, 2021, into law. This law included an amendment to the Jenkins Act expanding the definition of “cigarette” to include “electronic nicotine delivery systems,” or ENDS, and required that the United States Postal Service (USPS) promulgate regulations clarifying the applicability of the prohibition on delivery sales of cigarettes to ENDS. USPS issued its final rule on October 21, 2021. We have received appropriate shipping exemptions from carrier services we use to carry the affected freight. Failure to comply with the PACT Act could result in significant financial or criminal penalties. To the extent we are unable to respond to, or comply with, these new requirements, we could lose our shipping exemptions, be subject to civil or criminal penalties, or there could be a material adverse effect on our business, results of operations and financial condition.

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 acquisition is 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, which has an indefinite life, 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 to be 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. On April 13, 2021, in connection with the acquisition of DVW, the Company provided a $3.7 million unsecured loan to Turning Point Brands Canada bearing interest at 8% per annum and maturing April 13, 2023. The unsecured loan is eliminated in the consolidation of Turning Point Brands Canada. ~~As of March 31, 2022, Turning Point Brands Canada had not completed the accounting for the acquisition.~~ The following table summarizes the consideration transferred and calculation of goodwill based on excess of the acquisition price over the estimated fair value of the identifiable net assets ~~acquired and are based on management’s preliminary estimates:~~acquired:

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Total consideration transferred	$	3,462
Adjustments to consideration transferred:
Cash acquired		(43	)
Accrued consideration		472
Adjusted consideration transferred		3,891
Assets acquired:
Working capital (primarily AR and inventory)		1,334
Fixed assets and Other long term assets		27
Net assets acquired	$	1,361

Goodwill	$	2,530

The goodwill of $2.5 million consists of the synergies expected from combining the operations and is deductible for tax purposes.

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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

Note 4. Derivative Instruments

Foreign Currency

The Company’s foreign currency hedging policy is to manage the risks associated with foreign exchange rate movements. The policy allows hedging of 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 90% of the purchase price. During the third quarter of 2022, the Company executed various option contracts, which met hedge accounting requirements for the purchase of €18.5 million with maturity dates ranging from August 2022 to March 2023. At ~~March 31,~~September 30, 2022, the Company had option contracts for the purchase of €15.2 million outstanding. The foreign currency contracts’ fair value at September 30, 2022, resulted in an asset of $0.2 million which is included in Other current assets and a liability of $0.5 million included in Accrued liabilities. At December 31, 2021, the Company had ~~0 forward~~no foreign currency contracts ~~outstanding.~~outstanding.

Interest Rate Swaps

The Company’s interest rate hedging policy is to manage interest rate risk relating to the volatility of future cash flows associated with debt instruments bearing interest at variable rates. In March 2018, the Company executed various interest rate swap agreements for a notional amount of $70 million with an expiration of December 2022. The swap agreements fixed LIBOR at 2.755%. The swap agreements met the hedge accounting requirements; thus, any change in fair value was recorded to other comprehensive income. The Company used the Shortcut Method to account for the swap agreements. The Shortcut Method assumes the hedge to be perfectly effective; thus, there is no ineffectiveness to be recorded in earnings. The Company terminated the interest rate swap agreement in conjunction with the prepayment of all outstanding amounts under the 2018 First Lien Credit Facility (as defined below) in the first quarter of 2021 with the 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.

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.

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Cash and Cash Equivalents

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

Accounts Receivable

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

Long-Term Debt

The Company’s Senior Secured Notes ~~(as~~(as defined ~~below)~~in Note 11, “Notes Payable and Long-Term Debt) bear interest at a rate of 5.625% per year. As of ~~March 31,~~September 30, 2022, the fair value of the Senior Secured Notes approximated ~~their~~$220.8 million, with a carrying value of $250 ~~million due to the recency of the notes’ issuance, related to March 31, 2022.~~million. As of December 31, 2021, the fair value of the Senior Secured Notes approximated their carrying value of $250 million due to the recency of the notes’ issuance, related to December 31, 2021.

The Convertible Senior Notes ~~(as defined)~~(as defined in Note 11, “Notes Payable and Long-Term Debt) bear interest at a rate of 2.50% per year, and the fair value of the Convertible Senior Notes without the conversion feature approximated $~~160.9~~144.2 million, with a carrying value of $172.5 million as of ~~March 31,~~September 30, 2022. As of December 31, 2021, the fair value of the Convertible Senior Notes approximated $159.8 million, with a carrying value of $172.5 million.

See Note 11, “Notes Payable and Long-Term Debt”, for further information regarding the Company’s long-term debt.

Note 6. Inventories

The components of inventories are as follows:

					September 30,		December 31,
	March 31, 2022		December 31, 2021		2022		2021
Raw materials and work in process	$	7,483	$	6,936	$	7,041	$	6,936
Leaf tobacco		47,733		35,900		46,231		35,900
Finished goods - Zig-Zag Products		28,928		25,663		39,926		25,663
Finished goods - Stoker’s Products		11,142		8,959		10,818		8,959
Finished goods - NewGen products		9,167		8,591		8,447		8,591
Other		1,405		1,558		1,465		1,558
Inventories	$	105,858	$	87,607	$	113,928	$	87,607

The inventory valuation allowance was ~~$5.4~~$3.7 million and $7.7 million as of ~~March 31,~~September 30, 2022, and December 31, 2021, respectively.

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Note 7. Other Current Assets

Other current assets consist of:

					September 30,		December 31,
	March 31, 2022		December 31, 2021		2022		2021
Inventory deposits	$	9,245	$	12,091	$	2,823	$	12,091
Insurance deposit		3,000		3,000		3,000		3,000
Prepaid taxes						783		-
Other		13,418		11,655		18,123		11,655
Total	$	25,663	$	26,746	$	24,729	$	26,746

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Note 8. Property, Plant, and Equipment

Property, plant, and equipment consists of:

							September 30,			December 31,
	March 31, 2022			December 31, 2021			2022			2021
Land	$	22		$	22		$	22		$	22
Buildings and improvements		3,096			3,096			3,096			3,096
Leasehold improvements		5,389			5,374			5,394			5,374
Machinery and equipment		22,322			19,591			24,821			19,591
Furniture and fixtures		9,380			9,402			9,254			9,402
Gross property, plant and equipment		40,209			37,485			42,587			37,485
Accumulated depreciation		(19,642	)		(18,835	)		(20,075	)		(18,835	)
Net property, plant and equipment	$	20,567		$	18,650		$	22,512		$	18,650

Note 9. Other Assets

Other assets consist of:

					September 30,		December 31,
	March 31, 2022		December 31, 2021		2022		2021
Equity investments	$	25,617	$	25,649	$	19,282	$	25,649
Debt security investment		8,000		8,000		9,240		8,000
Other		1,400		1,750		607		1,750
Total	$	35,017	$	35,399	$	29,129	$	35,399

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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.

In the second quarter 2022, based on a contemplated sale of the assets of dosist, the Company deemed its investment was impaired resulting in decreasing of the fair value of the investment to $1.6 million. Fair value was determined using a valuation derived from the contemplated purchase price (Level 3). This resulted in a loss of $6.3 million which is recorded in investment loss for the nine months ended September 30, 2022.

In July, 2021, the Company invested $8$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 was rolled into the 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 Company’s investment will enable Old Pal to expand product offerings in existing states, which include California, Nevada, Michigan, Oklahoma, Ohio, Washington and Massachusetts, and will help create the infrastructure necessary to support continued territory and product expansion. The convertible note bears an interest rate of 3.0% per year ~~and matures~~with an original maturity of July 31, ~~2026.~~2026, which was extended to July 21, 2027 when the Company made its additional investment in Old Pal in July 2022. Interest and principal are payable 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 sales levels of Old Pal meeting certain thresholds. The weighted average interest rate was 3% for the ~~three~~nine months ended ~~March 31,~~September 30, 2022. Old Pal has the option to convert the note into shares once sales reach a certain threshold. Additionally, the Company has the right to convert the note into shares of Old Pal at any ~~time after January 1, 2022.~~time. The conditions required to allow Old Pal to convert the note were not met as of ~~March 31,~~September 30, 2022. The Company has classified the debt security with Old Pal as available for sale. The Company records the debt security at fair value and includes unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. The Company reports interest income on available for sale debt securities, in interest ~~income~~expense, net in our Consolidated Statements of Income. The fair value of the debt security approximated its carrying value of $9.2 million at September 30, 2022 and $8.0 million at ~~March 31, 2022~~ ~~and~~ December 31, 2021,, due to the recency of the debt security’s purchase and the additional funding in the current period, related to each such date. The Company has recorded accrued interest receivable of ~~$0.2~~$0.1 million and $0.1 million at ~~March 31,~~September 30, 2022 and December 31, 2021, respectively,, in other current assets on our Consolidated Balance Sheets.

In April 2021, the Company invested $8.7 million in Docklight Brands, Inc., a pioneering consumer products company with celebrated brands including Marley Natural® cannabis and Marley™ CBD. 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.

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Note 10. Accrued Liabilities

Accrued liabilities consist of:

					September 30,		December 31,
	March 31, 2022		December 31, 2021		2022		2021
Accrued payroll and related items	$	4,768	$	6,974	$	7,771	$	6,974
Customer returns and allowances		6,257		6,497		7,108		6,497
Taxes payable		5,269		2,053		2,984		2,053
Lease liabilities		3,034		2,976		3,130		2,976
Accrued interest		2,724		7,318		2,682		7,318
Other		7,869		7,119		8,938		7,119
Total	$	29,921	$	32,937	$	32,613	$	32,937

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Note 11. Notes Payable and Long-Term Debt

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

							September 30,			December 31,
	March 31, 2022			December 31, 2021			2022			2021
Senior Secured Notes	$	250,000		$	250,000		$	250,000		$	250,000
Convertible Senior Notes		172,500			172,500			172,500			172,500
Gross notes payable and long-term debt		422,500			422,500			422,500			422,500
Less deferred finance charges		(7,709	)		(8,328	)		(6,471	)		(8,328	)
Notes payable and long-term debt	$	414,791		$	414,172		$	416,029		$	414,172

Senior Secured Notes

On February 11, 2021, the Company closed a private offering (the “Offering”) of $250 million aggregate principal amount of its 5.625% senior secured notes due 2026 (the “Senior Secured Notes”). The Senior Secured Notes bear interest at a rate of 5.625% and will mature on February 15, 2026. Interest on the Senior Secured Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2021.The Company used the proceeds from the Offering (i) to repay all obligations under and terminate the 2018 First Lien Credit Facility, (ii) to pay related fees, costs, and expenses and (iii) for general corporate purposes.

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

The Company may redeem the Senior Secured Notes, in whole or in part, at any time prior to February 15, 2023, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date, plus a “make-whole” premium. Thereafter, the Company may redeem the Senior Secured Notes, in whole or in part, at established redemption prices set forth in the Senior Secured Notes Indenture, plus accrued and unpaid interest, if any. In addition, on or prior to February 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 105.625%, plus accrued and unpaid interest, if any to the redemption date; provided, however, that at least 50% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to the issuance of any additional notes) remains outstanding. In addition, at any time and from time to time prior to February 15, 2023, but not more than once in any twelve-month period, the Company may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a redemption price of 103% of the aggregate principal amount of Senior Secured Notes redeemed plus accrued and unpaid interest, if any to but not including the redemption date, on the Senior Secured Notes to be redeemed.

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.

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The 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 Indenture. The Indenture provides for customary events of default. The Company was in compliance with all covenants as of ~~March 31,~~September 30, 2022.

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 effective interest 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 new $25 million senior secured revolving credit facility (the “2021 Revolving Credit Facility”) with the lenders party thereto (the “Lenders”) and Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, the “Agent”). The 2021 Revolving Credit Facility provides for a revolving line of credit of up to $25.0 million. Letters of credit are limited to $10 million (and are a part of, and not in addition to, the revolving line of credit). The Company has 0not drawn any borrowings under the 2021 Revolving Credit Facility but does have letters of credit of approximately $3.6 million outstanding under the ~~facility.~~facility as of September 30, 2022. The 2021 Revolving Credit Facility will mature on August 11, 2025, if none of the Company’s Convertible Senior Notes are outstanding, and if any Convertible Senior Notes are outstanding, the date which is 91 days prior to the maturity date of July 15, 2024, for such Convertible Senior Notes.

Interest is payable on the 2021 Revolving Credit Facility at a fluctuating rate of interest determined by reference to the Eurodollar rate plus an applicable margin of 3.50% (with step-downs upon de-leveraging). The Company also has the option to borrow at a rate determined by reference to the base rate.

The obligations under the 2021 Revolving Credit Agreement are guaranteed on a joint and several basis by the Guarantors. The Company’s and Guarantors’ obligations under the 2021 Revolving Credit Facility are secured on a pari passu basis with the Senior Secured Notes.

The 2021 Revolving Credit Agreement contains covenants that are substantially the same as the covenants in the Senior Secured Notes Indenture. The 2021 Revolving Credit Facility also requires the maintenance of a Consolidated Leverage Ratio (as defined in the 2021 Revolving Credit Agreement) of 5.50 to 1.00 (with a step down to 5.25 to 1.00 beginning with the fiscal quarter ending March 31, 2023) at the end of each fiscal quarter when extensions of credit under the 2021 Revolving Credit Facility and certain drawn and undrawn letters of credit (excluding (a) letters of credit that have been cash collateralized and (b) letters of credit having an aggregate face amount less than ~~$5,000,000)~~$5.0 million) in the aggregate outstanding exceeds 35% of the total commitments under the 2021 Revolving Credit Facility. The 2021 Revolving Credit Agreement provides for customary events of default. The Company was in compliance with all covenants as of ~~March 31,~~September 30, 2022.

The Company incurred debt issuance costs attributable to the issuance of the 2021 Revolving Credit Facility of $0.5 million which are amortized to interest expense using the effective interest method over the expected life of the 2021 Revolving Credit Facility.

2018 First Lien Credit Facility

The 2018 First Lien Term Loan and the 2018 Revolving Credit Facility bore interest at LIBOR plus a spread of 2.75% to 3.50% based on the Company’s senior leverage ratio. The Company used a portion of the proceeds from the issuance of the Senior Secured Notes to prepay all outstanding amounts under and terminate the 2018 First Lien Credit Facility in the first quarter of 2021 in the amount of $130.0 million, and the transaction resulted in a $5.7 million loss on extinguishment of debt.

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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 will mature on July 15, 2024, unless earlier repurchased, redeemed or converted. The Convertible Senior Notes are senior unsecured obligations of the Company.

The Convertible Senior Notes are convertible into approximately ~~3,209,690~~3,213,589 shares of TPB Common Stock under certain circumstances prior to maturity at a conversion rate of ~~18.607~~18.630 shares per $1,000 principal amount of the Convertible Senior Notes, which represents a conversion price of approximately ~~$53.74~~$53.68 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 ~~March 31,~~September 30, 2022.

The Company incurred debt issuance costs attributable to the Convertible Senior Notes of $5.9 million which are amortized to interest expense using the effective interest 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 ~~$53.74~~$53.68 per 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.

Promissory Note

On June 10, 2020, in connection with the acquisition of certain Durfort assets, the Company issued the Promissory Note in the principal amount of $10.0 million, with an annual interest rate of 7.5%, payable quarterly, with the first interest payment due September 10, 2020. The Company prepaid all outstanding amounts under and terminated the Promissory Note in the third quarter of 2021 in the amount of $9.6 million. The transaction resulted in a $0.4 million gain on extinguishment of debt.

Unsecured Loan

On April 6, 2020, the 2018 First Lien Credit Facility was amended to allow for an unsecured loan under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES”). On April 17, 2020, National Tobacco Company, L.P., a subsidiary of the Company, entered into a loan agreement with Regions Bank guaranteed by the Small Business Administration for a $7.5 million unsecured loan. The proceeds of the loan were received on April 27, 2020. The loan was scheduled to mature on April 17, 2022 and had a 1.00% interest rate. During 2021, the Company applied for forgiveness for the loan. On October 15, 2021, the Company received notice that its application for forgiveness was fully approved. The extinguishment of the unsecured loan occurred in the fourth quarter of 2021, resulting in a $7.5 million gain on extinguishment of debt. The Company is subject to audit relating to the unsecured loan until 2027 which could result in repayment of some or all of the unsecured loan previously forgiven. However, the Company believes that repayment of any amount is not probable.

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Note 12. Leases

The Company’s leases consist primarily of leased property for manufacturing, warehouse and head 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.

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The components of lease expense consisted of the following:

Three Months Ended March 31,
2022 2021
Operating lease cost
Cost of sales $ 227 $ 225
Selling, general and administrative 690 752
Variable lease cost (1) 112 205
Short-term lease cost 14 11
Sublease income 0 (30 )
Total $ 1,043 $ 1,163

	Three Months Ended September 30,
	2022		2021
Operating lease cost
Cost of sales	$	240	$	225
Selling, general and administrative		680		771
Variable lease cost (1)		235		214
Short-term lease cost		6		13
Total	$	1,161	$	1,223

(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.

March 31,
2022

December 31,
2021

Assets:
Right of use assets $ 14,405 $ 15,053
Total lease assets $ 14,405 $ 15,053

Liabilities:
Current lease liabilities (2)
$ 3,034 $ 2,976
Long-term lease liabilities 12,625 13,336
Total lease liabilities $ 15,659 $ 16,312

	Nine Months Ended September 30,
	2022		2021
Operating lease cost
Cost of sales	$	700	$	682
Selling, general and administrative		2,053		2,285
Variable lease cost (1)		558		954
Short-term lease cost		31		35
Sublease income		-		(60	)
Total	$	3,342	$	3,896

(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.

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	September 30,		December 31,
	2022		2021
Assets:
Right of use assets	$	13,185	$	15,053
Total lease assets	$	13,185	$	15,053

Liabilities:
Current lease liabilities (2)	$	3,130	$	2,976
Long-term lease liabilities		11,299		13,336
Total lease liabilities	$	14,429	$	16,312

(2)	Reported within accrued liabilities on the balance ~~sheet~~sheet.

As of March 31,
2022 2021
Weighted-average remaining lease term - operating leases 6.5 years 7.1 years
Weighted-average discount rate - operating leases 4.88 % 4.93 %

	As of September 30,
	2022			2021
Weighted-average remaining lease term - operating leases	6.2 years			6.8 years
Weighted-average discount rate - operating leases		4.86	%		4.93	%

Nearly all the lease contracts for the Company do not provide a readily determinable implicit interest rate. For these contracts, the Company uses a discount rate that approximates its incremental borrowing rate at the time of the lease commencement.

As of ~~March 31,~~September 30, 2022, maturities of lease liabilities consisted of the following:

March 31,
2022

2022 $ 2,775
2023 3,635
2024 2,460
2025 2,145
2026 2,085
Years thereafter 5,343
Total lease payments $ 18,443
Less: Imputed interest 2,784
Present value of lease liabilities $ 15,659

	September 30,
	2022
2022	$	941
2023		3,685
2024		2,551
2025		2,234
2026		2,133
Years thereafter		5,344
Total lease payments	$	16,888
Less: Imputed interest		2,459
Present value of lease liabilities	$	14,429

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Note 13. Income Taxes

The Company’s effective income tax rate for the three and nine months ended ~~March 31,~~September 30, 2022, was ~~23.7%~~25.2% and 24.2%, respectively, which includes a discrete tax deduction of ~~$0.4~~$0.0 million and $0.7 million for the three and nine months ended ~~March 31,~~September 30, 2022, respectively, relating to stock option exercises. The Company’s effective income tax rate for the three and nine months ended September 30, 2~~March 31, 2021~~021, was ~~18.7%~~23.3% and 21.8%, respectively, which includes a discrete tax deduction of ~~$3.3~~$1.0 million and $6.2 million for the three and nine months ended September 30, 202~~March 31, 2021~~1, respectively, relating to stock option exercises.

The Company follows the provisions of ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company has determined that the Company did not have any uncertain tax positions requiring recognition under the provisions of ASC 740-10-25. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of interest expense. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In general, the Company is no longer subject to U.S. federal and state tax examinations for years prior to ~~2018.~~2019.

Note 14. 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 ~~March 31,~~September 30, 2022, net of forfeitures, there were ~~87,367~~103,282 Restricted Stock Units (“RSUs”), ~~95,229~~106,912 options and ~~18,229~~11,936 Performance-Based Restricted Stock Units (“PRSUs”) granted under the 2021 Plan. There are ~~1,189,227~~1,167,922 shares available for grant under the 2021 Plan.

On April 28, 2016, the Board of Directors of the Company adopted the 2015 Plan, pursuant to which awards could have been granted to employees, non-employee directors, and consultants. In addition, the 2015 Plan provided for the granting of nonqualified stock options to employees of the Company or any subsidiary of the Company. Pursuant to the 2015 Plan, 1,400,000 shares of TPB Common Stock were 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 2015 Plan was scheduled to terminate on April 27, 2026. 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 0no shares available for grant under the 2015 Plan. The 2015 Plan was administrated by the Committee.

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 awards may be granted to employees. The 2006 Plan provides for the granting of nonqualified stock options and restricted stock awards 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 0no shares available for grant under the 2006 Plan.

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

											Weighted		Weighted
								Stock			Average		Average
								Option			Exercise		Grant Date
	Stock Option Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Shares			Price		Fair Value
Outstanding, December 31, 2020		711,060		$	19.58	$	6.42		711,060		$	19.58	$	6.42

Granted		119,500			50.93		13.58		119,500			50.93		13.58
Exercised		(202,768	)		10.22		6.35		(202,768	)		10.22		6.35
Forfeited		(7,957	)		33.22		9.63		(7,957	)		33.22		9.63
Outstanding, December 31, 2021		619,835			28.51		8.70		619,835			28.51		8.70

Granted		100,000			30.46		10.23		114,827			30.58		10.34
Exercised		(25,166	)		16.14		4.89		(40,331	)		12.49		4.08
Forfeited		(7,217	)		29.53		8.13		(10,779	)		32.20		9.25
Outstanding, March 31, 2022		687,452		$	29.23	$	9.07
Outstanding, September 30, 2022									683,552		$	29.74	$	9.24

Under the 2006, 2015 and 2021 Plans, the total intrinsic value of options exercised during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, was ~~$0.4~~$0.7 million, and ~~$3.3~~$7.9 million, respectively.

At ~~March 31,~~September 30, 2022, under the 2006 Plan, the exercise price for the ~~86,377~~74,379 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 ~~2.19~~1.71 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 0no assumed dividend yield. Based on these assumptions, the fair value of these options is approximately $2.17 per share option granted.

At ~~March 31,~~September 30, 2022, under the 2015 and 2021 Plans, the risk-free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. The expected volatility is based on the average long-term historical volatilities of peer companies. We intend to continue to consistently use the same group of publicly traded peer companies to determine expected volatility until sufficient information regarding volatility of our share price becomes available or until the selected companies are no longer suitable for this purpose. Due to our limited trading history, we are using the simplified method presented by SEC Staff Accounting Bulletin No. 107 to calculate expected holding periods, which represent the periods of time for which options granted are expected to be outstanding. We will continue to use this method until we have sufficient historical exercise experience to give us confidence in the reliability of our calculations. The fair values of these options were determined using the Black-Scholes option pricing model.

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

																									February 10,			May 17,			March 7,			March 20,			October 24,			March 18,			February 18,			May 3,
	February 10, 2017			May 17, 2017			March 7, 2018			March 20, 2019			October 24, 2019			March 18, 2020			February 18, 2021			May 3, 2021			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			40,000			93,819			98,100			155,780			25,000			155,000			100,000			12,000
Options outstanding at March 31, 2022		20,000			46,483			58,667			142,284			25,000			94,612			94,529			12,000
Number exercisable at March 31, 2022		20,000			46,483			58,667			142,284			25,000			62,148			39,386			4,080
Options outstanding at September 30, 2022																										20,000			44,983			58,067			141,784			25,000			93,248			93,516			12,000
Number exercisable at September 30, 2022																										20,000			44,983			58,067			141,784			25,000			61,081			39,165			4,080
Exercise price	$	13.00		$	15.41		$	21.21		$	47.58		$	20.89		$	14.85		$	51.75		$	47.76		$	13.00		$	15.41		$	21.21		$	47.58		$	20.89		$	14.85		$	51.75		$	47.76
Remaining lives		4.87			5.13			5.94			6.98			7.57			7.97			8.89			9.10			4.37			4.63			5.44			6.47			7.07			7.47			8.39			8.59
Risk free interest rate		1.89	%		1.76	%		2.65	%		2.34	%		1.58	%		0.79	%		0.56	%		0.84	%		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	%		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			6.000			6.000			6.000			6.000			6.000			6.000			6.000			6.000
Dividend yield		0			0			0.83	%		0.42	%		0.95	%		1.49	%		0.55	%		0.59	%		-			-			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		$	3.98		$	4.60		$	6.37		$	15.63		$	6.27		$	4.41		$	13.77		$	13.06

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

							May 17,			March 14,			April 29,
	May 17, 2021			March 14, 2022			2021			2022			2022
Number of options granted		7,500			100,000			7,500			100,000			14,827
Options outstanding at March 31, 2022		7,500			100,000
Number exercisable at March 31, 2022		2,550			0
Options outstanding at September 30, 2022								7,500			98,248			14,827
Number exercisable at September 30, 2022								2,550			-			-
Exercise price	$	45.05		$	30.46		$	45.05		$	30.46		$	31.39
Remaining lives		9.13			9.96			8.63			9.46			9.59
Risk free interest rate		0.84	%		2.10	%		0.84	%		2.10	%		2.92	%
Expected volatility		31.50	%		35.33	%		31.50	%		35.33	%		35.33	%
Expected life		6.000			6.000			6.000			6.000			6.000
Dividend yield		0.63	%		1.01	%		0.63	%		1.01	%		0.98	%
Fair value at grant date	$	13.23		$	10.23		$	13.23		$	10.23		$	11.07

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 ~~$0.2~~$0.3 million and $0.3 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively. The Company recorded compensation expense related to the options of approximately $0.8 million and $2.0 million for the nine months ended September 30, 2022 and 2021, respectively. Total unrecognized compensation expense related to options at ~~March 31,~~September 30, 2022, is ~~$1.5~~$1.0 million, which will be expensed over ~~2.38~~1.98 years.

PRSUs are restricted stock units subject to both performance-based and service-based vesting conditions. The number of shares of TPB Common Stock a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance metrics related to the Company’s performance over a five-year period. PRSUs will vest on the measurement date, which is no more than 65 days after the performance period provided the applicable service and performance conditions are satisfied. As of ~~March 31,~~September 30, 2022, there are ~~477,547~~472,701 PRSUs outstanding, all of which are unvested. The following table outlines the PRSUs granted and outstanding as of ~~March 31,~~September 30, 2022.

															March 7,		March 20,		July 19,		March 18,		December 28,		February 18,		March 14,
	March 7, 2018		March 20, 2019		July 19, 2019		March 18, 2020		December 28, 2020		February 18, 2021		March 14, 2022		2018		2019		2019		2020		2020		2021		2022
Number of PRSUs granted		96,000		92,500		88,582		94,000		88,169		100,000		49,996		96,000		92,500		88,582		94,000		88,169		100,000		49,996
PRSUs outstanding at March 31, 2022		89,600		77,380		21,342		86,610		58,779		93,840		49,996
PRSUs outstanding at September 30, 2022																89,600		77,380		21,342		85,810		58,779		91,190		48,600
Fair value as of grant date	$	21.21	$	47.58	$	52.15	$	14.85	$	46.42	$	51.75	$	30.46	$	21.21	$	47.58	$	52.15	$	14.85	$	46.42	$	51.75	$	30.46
Remaining lives		0.75		1.75		0.75		2.75		1.75		3.75		4.75		0.25		1.25		0.25		2.24		1.25		3.25		4.25

The Company recorded compensation expense related to the PRSUs of approximately $0.8 million and $~~1.2~~1.3 million in the consolidated statements of income for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, based on the probability of achieving the performance condition. The Company recorded compensation expense related to the PRSUs of approximately $2.4 million and $3.9 million in the consolidated statements of income for the nine months ended September 30, 2022 and 2021, respectively, based on the probability of achieving the performance condition. Total unrecognized compensation expense related to these awards at ~~March 31,~~September 30, 2022, is $~~6.2~~4.7 million which will be expensed over the service periods based on the probability of achieving the performance condition.

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The Company has granted ~~87,367~~93,249 RSUs which vest over one to five years. The following table outlines the RSUs granted and outstanding as of ~~March 31,~~September 30, 2022.

									March 14,		March 14,		April 29,		April 29,
	May 4, 2021		July 23, 2021		March 14, 2022		March 14, 2022		2022		2022		2022		2022
Number of RSUs granted		7,478		1,159		50,004		28,726		50,004		28,726		11,393		4,522
RSUs outstanding at March 31, 2022		7,478		1,159		50,004		28,726
RSUs outstanding at September 30, 2022										48,608		28,726		11,393		4,522
Fair value as of grant date	$	47.86	$	51.81	$	30.46	$	30.46	$	30.46	$	30.46	$	31.39	$	31.39
Remaining lives		0.09		0.31		4.75		2.75		4.25		2.25		0.57		4.25

The Company has recorded compensation expense related to the RSUs based on the provisions of ASC 718 under which the fixed portion of such expense is determined as the fair value of the RSUs on the date of grant and amortized over the vesting period. The Company recorded compensation expense related to the RSUs of approximately ~~$0.2~~$0.4 million and $0.1 million for the three months ended ~~March 31, 2022.~~September 30, 2022 and 2021, respectively. The Company recorded compensation expense related to the RSUs of approximately $0.9 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively. Total unrecognized compensation expense related to RSUs at ~~March 31,~~September 30, 2022, is ~~$2.4~~$2.1 million, which will be expensed over ~~3.96~~3.44 years.

Note 15. 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 complaint purports to assert 2two derivative counts for breach of fiduciary duty on TPB’s behalf and against the TPB Board of Directors and certain SDI affiliates. The third count purports to assert a direct claim against TPB and its Board of Directors based on allegations that TPB’s Amended and Restated Bylaws are inconsistent with TPB’s certificate of incorporation. On October 26,2020, the TPB Board of Directors adopted Amendment No. 1 to TPB’s Amended and Restated Bylaws, which amended the challenged section of the bylaws. On June 30,2021, the court granted in part and denied in part the defendants’ motions to dismiss. Among other things, the court dismissed TPB director H.C. Charles Diao as a defendant in the action and dismissed the third count of the plaintiff’s complaint as moot. The remaining defendants answered the complaint on August 23, ~~2021.~~2021 and continue to litigate. The parties plan to mediate the case in late November 2022.While the Company believes it has good and valid defenses to the claims, there can be no assurance that the Company will prevail in this case, and it could have a material adverse effect on the Company’s business and results of operations.

~~Table of Contents~~

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 other NewGen 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~~.Company.

We have several subsidiaries engaged in making, distributing, and selling vapor products. As a result of the overall publicity and controversy surrounding the vapor 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. In the acquisition of the vapor businesses, we negotiated financial “hold-backs”, which we ~~expect to be able to use~~have used to defray expenses associated with the information production and the cost of defending any such lawsuits as well as the franchisee matter. To the extent that litigation becomes necessary, we believe that the subsidiaries have strong factual and legal defenses against claims that they unfairly marketed vapor products.

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We have 2two franchisor ~~subsidiaries.~~subsidiaries, one of which no longer has any franchisees. 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 have reached an agreement to arbitrate a claim brought by a former franchisee. This matter relates to the termination of the franchise agreement by the franchisor for failure to pay franchising fees and our subsequent demand that the franchisee cease using our marks and de-image locations formerly housing the franchises. The franchisee is claiming tortious interference and conversion. We believe the franchisor’s ultimate termination of the franchise agreement for multiple uncured material defaults by the franchisee was proper. We believe we have good and valid substantive defenses against the claims and intend on vigorously defending our interests in this matter.

~~Table of Contents~~

Note 16. Income Per Share

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

Three Months Ended March 31,
2022 2021
Income Shares
Per
Share
Income Shares
Per
Share

Basic EPS:
Numerator
Net income attributable to Turning Point Brands, Inc. $ 10,998 $ 11,783

Denominator
Weighted average 18,257,695 $ 0.60 19,093,961 $ 0.62

Diluted EPS:
Numerator
Net income attributable to Turning Point Brands, Inc. $ 10,998 $ 11,783
Interest expense related to Convertible Senior Notes, net of tax 1,054 1,054
Diluted net income attributable to Turning Point Brands. Inc. $ 12,052 $ 12,837

Denominator
Basic weighted average 18,257,695 19,093,961
Convertible Senior Notes 3,209,690 3,205,895
Stock options 282,125 365,211
21,749,510 $ 0.55 22,665,067 $ 0.57

	Three Months Ended September 30,
	2022						2021
					Per						Per
	Income		Shares		Share		Income		Shares		Share
Basic EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	11,536					$	13,468

Denominator
Weighted average				17,749,294	$	0.65				18,897,974	$	0.71

Diluted EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	11,536					$	13,468
Interest expense related to Convertible Senior Notes, net of tax		1,054						1,054
Diluted net income attributable to Turning Point Brands. Inc.	$	12,590					$	14,522

Denominator
Basic weighted average				17,749,294						18,897,974
Convertible Senior Notes				3,213,589						3,207,293
Stock options				139,123						259,540
				21,102,006	$	0.60				22,364,807	$	0.65

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	Nine Months Ended September 30,
	2022						2021
					Per						Per
	Income		Shares		Share		Income		Shares		Share
Basic EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	27,958					$	40,605

Denominator
Weighted average				18,021,554	$	1.55				18,988,435	$	2.14

Diluted EPS:
Numerator
Net income attributable to Turning Point Brands, Inc.	$	27,958					$	40,605
Interest expense related to Convertible Senior Notes		3,162						3,162
Diluted net income attributable to Turning Point Brands. Inc.	$	31,120					$	43,767

Denominator
Basic weighted average				18,021,554						18,988,435
Convertible Senior Notes				3,213,589						3,207,293
Stock options				166,342						268,814
				21,401,485	$	1.45				22,464,542	$	1.95

Note 17. Segment Information

In accordance with ASC 280, Segment Reporting, the Company has 3three reportable segments: (1) Zig-Zag Products; (2) Stoker’s Products; and (3) NewGen Products. The Zig-Zag Products segment markets and distributes (a) rolling papers, tubes, and related products; and (b) finished cigars and MYO cigar wraps. The Stoker’s Products segment (a) manufactures and markets moist snuff and (b) contracts for and markets loose leaf chewing tobacco products. The NewGen Products segment (a) markets and distributes liquid vapor products and certain other products without tobacco and/or nicotine; (b) distributes a wide assortment of products to non-traditional retail outlets via VaporBeast; 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 United States while products in the NewGen Products segment are distributed primarily through e-commerce to non-traditional retail outlets and direct to consumers in the United States. Corporate unallocated includes the costs and assets of the Company not assigned to one of the 3three reportable segments such as intercompany transfers, deferred taxes, deferred financing fees, and investments in subsidiaries. As a result of a change in the Company’s chief operating decision maker (“CODM”), resulting from the hiring of a new Chief Executive Officer in the first quarter of 2022, certain general and administrative costs previously included to the NewGen Products segment are now included in Corporate unallocated to align with new management and reporting structures in the Company and better reflect how performance is now evaluated and resources are allocated by the CODM. Amounts in the prior year period have not been adjusted. Had such prior period amounts been adjusted, approximately ~~$0.9~~$1.0 million and $3.0 million of costs for the three and nine months ended ~~March 31,~~September 30, 2021 previously reported in the NewGen Products segment would have been reported in Corporate ~~unallocated.~~unallocated.

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.

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The tables below present financial information about reported segments:

Three Months Ended March 31,
2022
2021

Net sales
Zig-Zag products
$
45,672

$
41,004

Stoker’s products
31,703

29,255

NewGen products
23,519

37,382

Total

$
100,894

$
107,641

Gross profit
Zig-Zag products $ 26,343 $ 24,896
Stoker’s products 17,686 15,892
NewGen products 7,765 12,473
Total

$
51,794

$
53,261

Operating income (loss)
Zig-Zag products
$
18,737

$
19,437

Stoker’s products
13,506

12,255

NewGen products
678

2,006

Corporate unallocated ⁽¹⁾⁽²⁾

(13,692
)

(9,349
)
Total

$
19,229

$
24,349

Interest expense, net
5,196

4,486

Investment income
(78
)

(25
)
Loss on extinguishment of debt
0

5,706

Income before income taxes
$
14,111

$
14,182

Capital expenditures
Zig-Zag products
$
2,323

$
0

Stoker’s products
464

840

NewGen products
0

2

Total

$
2,787

$
842

Depreciation and amortization
Zig-Zag products
$
92

$
114

Stoker’s products
767

635

NewGen products
475

516

Total

$
1,334

$
1,265

	Three Months Ended September 30,
	2022			2021
Net sales
Zig-Zag products	$	52,061		$	42,234
Stoker’s products		33,525			30,472
NewGen products		22,216			37,198
Total	$	107,802		$	109,904

Gross profit
Zig-Zag products	$	28,035		$	23,703
Stoker’s products		18,279			17,104
NewGen products		6,398			13,462
Total	$	52,712		$	54,269

Operating income (loss)
Zig-Zag products	$	18,740		$	17,122
Stoker’s products		13,653			13,305
NewGen products		142			2,027
Corporate unallocated ⁽¹⁾⁽²⁾		(12,714	)		(10,079	)
Total	$	19,821		$	22,375

Interest expense, net		4,802			5,397
Investment income		(75	)		(157	)
Gain on extinguishment of debt		-			(375	)

Income before income taxes	$	15,094		$	17,510

Capital expenditures
Zig-Zag products	$	29		$	12
Stoker’s products		940			2,209
NewGen products		-			2
Total	$	969		$	2,223

Depreciation and amortization
Zig-Zag products	$	124		$	90
Stoker’s products		738			638
NewGen products		453			516
Total	$	1,315		$	1,244

(1)	Includes corporate costs that are not allocated to any of the 3three reportable segments.

(2)	Includes costs related to PMTA of ~~$1.1~~$1.2 million in 2022 and ~~$0.3~~$1.0 million in 2021.

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	March 31, 2022		December 31, 2021		Nine Months Ended September 30,
Assets
					2022			2021
Net sales
Zig-Zag products	$	227,989	$	227,554	$	143,959		$	130,440
Stoker’s products		172,400		142,334		98,816			93,096
NewGen products		61,529		72,746		68,846			116,652
Corporate unallocated ⁽¹⁾		156,785		158,926
Total	$	618,703	$	601,560	$	311,621		$	340,188

Gross profit
Zig-Zag products					$	80,808		$	76,342
Stoker’s products						54,044			51,142
NewGen products						21,123			40,019
Total					$	155,975		$	167,503

Operating income (loss)
Zig-Zag products					$	55,980		$	57,897
Stoker’s products						40,536			39,386
NewGen products						1,372			5,690
Corporate unallocated ⁽¹⁾⁽²⁾						(40,692	)		(31,370	)
Total					$	57,196		$	71,603

Interest expense, net						15,142			15,406
Investment loss (income)						6,074			(292	)
Loss on extinguishment of debt						-			5,331

Income before income taxes					$	35,980		$	51,158

Capital expenditures
Zig-Zag products					$	4,588		$	110
Stoker’s products						2,074			4,226
NewGen products						-			55
Total					$	6,662		$	4,391

Depreciation and amortization
Zig-Zag products					$	309		$	297
Stoker’s products						2,275			1,901
NewGen products						1,400			1,546
Total					$	3,984		$	3,744

(1)	Includes corporate costs that are not allocated to any of the three reportable segments.

(2)	Includes costs related to PMTA of $4.3 million in 2022 and $1.9 million in 2021.

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	September 30,		December 31,
	2022		2021
Assets
Zig-Zag products	$	232,677	$	227,554
Stoker’s products		181,333		142,334
NewGen products		54,818		72,746
Corporate unallocated ⁽¹⁾		130,961		158,926
Total	$	599,789	$	601,560

(1)	Includes assets not assigned to the 3three 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 NewGen sales are made business to business and business to consumer, both online and through our corporate retail stores. NewGen net sales are broken out by sales channel below.

NewGen Segment

Three Months Ended
March 31,

2022
2021

Business to Business

$
19,124

$
27,257

Business to Consumer - Online

4,233

10,033

Other

162

92

Total

$
23,519

$
37,382

	NewGen Segment
	Three Months Ended
	September 30,
	2022		2021
Business to Business	$	18,226	$	27,169
Business to Consumer - Online		3,884		9,959
Other		106		70
Total	$	22,216	$	37,198

	NewGen Segment
	Nine Months Ended
	September 30,
	2022		2021
Business to Business	$	55,024	$	85,141
Business to Consumer - Online		13,453		31,255
Other		369		256
Total	$	68,846	$	116,652

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Net Sales—Domestic vs. Foreign

The following table shows a breakdown of consolidated net sales between domestic and foreign customers.

Three Months Ended
March 31,

2022
2021

Domestic $ 93,766 $ 100,127
Foreign 7,128 7,514
Total $ 100,894 $ 107,641

	Three Months Ended
	September 30,
	2022		2021
Domestic	$	98,173	$	102,255
Foreign		9,629		7,649
Total	$	107,802	$	109,904

	Nine Months Ended
	September 30,
	2022		2021
Domestic	$	287,381	$	318,166
Foreign		24,240		22,022
Total	$	311,621	$	340,188

Note 18. Dividends and Share Repurchase

The most recent dividend of $0.06 per common share was paid on ~~April 8,~~October 7, 2022, to shareholders of record at the close of business on ~~March 18,~~September 16, 2022.

Dividends are considered restricted payments under the Senior Secured Notes Indenture and 2021 Revolving Credit Facility. 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 earnings and market capitalization restrictions limit the aggregate amount of restricted, quarterly dividends during a fiscal year.

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. On October 25, 2021, the Board increased the approved share repurchase program by $30.7 million. On February 24, 2022, the Board increased the ~~approve~~approved share repurchase program by $24.6 million. The program is subject to the ongoing discretion of the Board. The total number of shares repurchased for the three months ended ~~March~~September ~~31,~~30, 2022, was ~~310,224~~307,207 shares for a total cost of $~~10.6~~7.6 million and an average price per share of $~~34.24.~~24.78. $~~45.8~~29.4 million ~~remained~~remains available for share repurchases under the program at ~~March~~September ~~31,~~30, 2022. In addition, from time to time, the Company’s Board of Directors may authorize the repurchase of the Company’s debt securities, including the Senior Secured Notes and Convertible Senior Notes.

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Item ~~2. Management’s~~2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of the historical financial condition and results of operations in conjunction with our historical consolidated financial statements and accompanying notes, which are included elsewhere in this Quarterly Report on Form 10-Q. In addition, this discussion includes forward-looking statements subject to risks and uncertainties that may result in actual results differing from statements we make. See “Cautionary Note Regarding Forward-Looking Statements.” Factors that could cause actual results to differ include those risks and uncertainties discussed in “Risk Factors.”

The following discussion relates to the unaudited financial statements of Turning Point Brands, Inc., included elsewhere in this Quarterly Report on Form 10-Q. In this discussion, unless the context requires otherwise, references to “our Company” “we,” “our,” or “us” refer to Turning Point Brands, Inc., and its consolidated subsidiaries. References to “TPB” refer to Turning Point Brands, Inc., without any of its subsidiaries. We were incorporated in 2004 under the name North Atlantic Holding Company, Inc. On November 4, 2015, we changed our name to Turning Point Brands, Inc. Many of the amounts and percentages in this discussion have been rounded for convenience of presentation.

Overview

Turning Point Brands, Inc. (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 our next generation products to fulfill evolving consumer preferences. Among other markets, we compete in the alternative smoking accessories and Other Tobacco Products (“OTP”) industries. The alternative smoking accessories market is a dynamic market experiencing robust secular growth driven by cannabinoid legalization in the U.S. and Canada, and positively evolving consumer perception and acceptance in North America. The OTP industry, which consists of non-cigarette tobacco products, exhibited mid-single-digit consumer unit growth over the year period ending 2021 as reported by Management Science Associates, Inc. (“MSAi”), a third-party analytics and information company. Our three focus segments are led by our core, proprietary brands: Zig-Zag^® in the Zig-Zag Products segment; Stoker’s^® along with Beech-Nut^® and Trophy^® in the Stoker’s Products segment; and our distribution platforms (Vapor Beast^®, VaporFi^® and Direct Vapor^®) along with Solace^® in the NewGen Products segment. Our businesses generate solid cash flows which we use to invest in our business, finance acquisitions, increase brand support, expand our distribution infrastructure, and strengthen our capital position. We currently ship to approximately 800 distributors with an additional 200 secondary, indirect wholesalers in the U.S. that carry and sell our products. Under the leadership of a senior management team with extensive experience in the consumer products, alternative smoking accessories and tobacco industries, we have grown and diversified our business through new product launches, category expansions, and acquisitions while concurrently improving operational efficiency.

We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all product categories. As of December 31, 2021, our products are available in approximately 195,000 U.S. retail locations which, with the addition of retail stores in Canada, brings our total North American retail presence to an estimated 215,000 points of distribution. Our sales team targets widespread distribution to all traditional retail channels, including convenience stores, and we have a growing e-commerce business.

Products

We operate in three segments: Zig-Zag Products, Stoker’s Products and NewGen Products. In our Zig-Zag Products segment, we principally market and distribute (i) rolling papers, tubes, and related products; and (ii) finished cigars and make-your-own (“MYO”) cigar wraps. In our Stoker’s Products segment, we (i) manufacture and market moist snuff tobacco (“MST”) and (ii) contract for and market loose leaf chewing tobacco products. In our NewGen Products segment, we (i) market and distribute liquid vapor products and certain other products without tobacco and/or nicotine; (ii) distribute a wide assortment of products to non-traditional retail via VaporBeast; and (iii) market and distribute a wide assortment of products to individual consumers via the VaporFi B2C online platform.

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Operations

Our core Zig-Zag Products and Stoker’s Products segments primarily generate revenues from the sale of our products to wholesale distributors who, in turn, resell the products to retail operations. Our acquisition of VaporBeast in 2016 expanded our revenue streams as we began selling directly to non-traditional retail outlets. Our acquisition of IVG in 2018 enhanced our B2C revenue stream with the addition of the Vapor-Fi online platform. The acquisition of Solace in 2019 provided us with a line of leading liquids and a powerful new product development platform. Our net sales, which include federal excise taxes, consist of gross sales net of cash discounts, returns, and selling and marketing allowances.

We rely on long-standing relationships with high-quality, established manufacturers to provide the majority of our produced products. More than 80% of our production, as measured by net sales, is outsourced to suppliers. The remaining production consists primarily of our moist snuff tobacco operations located in Dresden, Tennessee, and Louisville, Kentucky. Our principal operating expenses include the cost of raw materials used to manufacture the limited number of our products which we produce in-house; the cost of finished products, which are generally purchased goods; federal excise taxes; legal expenses; and compensation expenses, including benefits and costs of salaried personnel. Our other principal expenses include interest expense and other expenses.

Key Factors Affecting Our Results of Operations

We consider the following to be the key factors affecting our results of operations:

Our ability to further penetrate markets with our existing products;

Our ability to introduce new products and product lines that complement our core business;

Decreasing interest in some tobacco products among consumers;

Marketing and promotional initiatives, which cause variability in our results;

General economic conditions, including consumer access to disposable income and other conditions affecting purchasing power such as inflation;

Supply chain challenges and freight costs;

Price sensitivity in our end-markets;

Cost and increasing regulation of promotional and advertising activities;

Cost of complying with regulation, including the “deeming regulation”;

Increasing and unpredictable regulation of NewGen products;

Counterfeit and other illegal products in our end-markets;

Currency fluctuations;

Our ability to identify attractive acquisition opportunities; and

Our ability to successfully integrate acquisitions.

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Recent Developments

Leadership Transition

In October 2022, Graham A. Purdy, the Company’s former Chief Operating Officer, was appointed as President and Chief Executive Officer of the Company and as a member of the Board upon the resignation of Yavor Efremov as the Company’s president and CEO and a member of the Board of Directors. In connection with Mr. Efremov’s termination of employment he is eligible to receive severance benefits as set forth in his employment agreement. We expect to take a charge of approximately $2.2 million in the fourth quarter 2022 for the severance benefits.

In connection with Mr. Purdy’s appointment and Mr. Efremov’s departure, David Glazek, current non-executive Chair of the Board, will transition to the role of Executive Chair effective January 2023. Mr. Purdy will be the Company’s principal executive officer. The Company expects to appoint a lead independent director at the time Mr. Glazek becomes the Company’s Executive Chair.

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Non-Tobacco Nicotine Included Under Jurisdiction of FDA’s Center for Tobacco Products

New legislation enacted on March 15, 2022, provides authority for the FDA to regulate tobacco products containing nicotine from any source (“NTN Products”). This law ~~takes~~took effect April 14, 2022, and requires NTN Products to comply with applicable requirements under the Federal Food, Drug, and Cosmetic Act, such as not selling to persons under 21 years of age, not marketing these products as modified risk tobacco products without FDA’s authorization, and not distributing free samples. Additionally, companies with NTN Products in the market between March 15, 2022, and April 14, 2022, ~~must~~were required to file a premarket tobacco application by May 14, 2022. NTN Products subject of a timely-filed PMTA, and not in receipt of a negative action, ~~may~~were allowed to remain on the market until July 13, ~~2022. After July 13,~~ 2022, at which time these products ~~are~~became subject to ~~enforcement.~~enforcement, similar to tobacco-derived products remaining under review. We ~~have begun preparing~~submitted premarket filings for certain of our NTN Products ~~and intend~~prior to ~~submit these applications by~~ the May 14, 2022, deadline. ~~After submission,~~While these applications remain under review, we will continue to supplement these filings with additional information to support a finding that the marketing of these products is “appropriate for the protection of public health.”

CLIPPER^® Lighters

In February 2022, we entered into an agreement with Flamagas, a renowned lighter manufacturer, for exclusive distribution of CLIPPER^® lighters in the United States and Canada.

Final Rule Related to PACT Act Published

On October 21, 2021, the United States Postal Service (“USPS”) published a Final Rule entitled “Treatment of E-Cigarettes in the Mail,” which followed its earlier publication of the Proposed Rule on February 19, 2021. This Final Rule was required as a result of the inclusion of Division FF, Title VI (Preventing Online Sales of E-Cigarettes to Children or “POSECA”) in the Further Consolidated Appropriations Act, 2021. POSECA, among other things, expanded the definition of “cigarettes” in the Jenkins Act and Prevent All Cigarette Trafficking (“PACT”) Act to expressly capture “electronic nicotine delivery systems,” i.e., ENDS. Consistent with the Proposed Rule, the Final Rule extends the existing prohibition on and exceptions to the mailing of “cigarettes” via USPS to ENDS products, other than the Consumer Testing and Public Health exceptions. Specifically, the Final Rule extends the following exceptions to the prohibition on mailing of ENDS products: the Business/Regulatory Purposes Exception, the Certain Individuals Exception, and the exception for intra-Alaska and intra-Hawaii shipments. We have received certain shipping exemptions from carrier services to carry the affected freight and have created a supplemental logistical network for those shipments not covered by the exemptions.

Critical Accounting Policies and Uses of Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2021 Annual Report on Form 10-K.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company.

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Results of Operations

Comparison of the Three Months Ended ~~March 31,~~September 30, 2022, to the Three Months Ended ~~March 31,~~September 30, 2021

~~Table of Contents~~

The table and discussion set forth below displays our consolidated results of operations (in thousands):

	Three Months Ended March 31,									Three Months Ended September 30,
	2022			2021			% Change			2022			2021			% Change
Consolidated Results of Operations Data:
Net sales
Zig-Zag products	$	45,672		$	41,004			11.4	%	$	52,061		$	42,234			23.3	%
Stoker’s products		31,703			29,255			8.4	%
Stoker's products											33,525			30,472			10.0	%
NewGen products		23,519			37,382			-37.1	%		22,216			37,198			-40.3	%
Total net sales		100,894			107,641			-6.3	%		107,802			109,904			-1.9	%
Cost of sales		49,100			54,380			-9.7	%		55,090			55,635			-1.0	%
Gross profit
Zig-Zag products		26,343			24,896			5.8	%		28,035			23,703			18.3	%
Stoker’s products		17,686			15,892			11.3	%
Stoker's products											18,279			17,104			6.9	%
NewGen products		7,765			12,473			-37.7	%		6,398			13,462			-52.5	%
Total gross profit		51,794			53,261			-2.8	%		52,712			54,269			-2.9	%

Selling, general, and administrative expenses		32,565			28,912			12.6	%		32,891			31,894			3.1	%
Operating income		19,229			24,349			-21.0	%		19,821			22,375			-11.4	%
Interest expense, net		5,196			4,486			15.8	%		4,802			5,397			-11.0	%
Investment income		(78	)		(25	)		212.0	%		(75	)		(157	)		-52.2	%
Loss on extinguishment of debt		-			5,706			-100.0	%
Gain on extinguishment of debt											-			(375	)		-100.0	%
Income before income taxes		14,111			14,182			-0.5	%		15,094			17,510			-13.8	%
Income tax expense		3,340			2,654			25.8	%		3,797			4,073			-6.8	%
Consolidated net income		10,771			11,528			-6.6	%		11,297			13,437			-15.9	%
Net loss attributable to non-controlling interest		(227	)		(255	)		-11.0	%		(239	)		(31	)		671.0	%
Net income attributable to Turning Point Brands, Inc.	$	10,998		$	11,783			-6.7	%	$	11,536		$	13,468			-14.3	%

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Net Sales: For the three months ended ~~March 31,~~September 30, 2022, consolidated net sales decreased to ~~$100.9~~$107.8 million from ~~$107.6~~$109.9 million for the three months ended ~~March 31,~~September 30, 2021, a decrease of ~~$6.7~~$2.1 million or ~~6.3%~~1.9%. The decrease in net sales was primarily driven by decreased sales volume in the NewGen Products segment.

For the three months ended ~~March 31,~~September 30, 2022, net sales in the Zig-Zag Products segment increased to ~~$45.7~~$52.1 million from ~~$41.0~~$42.2 million for the three months ended ~~March 31,~~September 30, 2021, an increase of ~~$4.7~~$9.8 million or ~~11.4%~~23.3%. For the three months ended ~~March 31,~~September 30, 2022, volume increased ~~7.1%~~21.7% and price/mix increased ~~4.3%~~1.6%. Our U.S. rolling papers business grew double-digits, primarily through our e-commerce channels. Continued strength in paper cones, strong receptivity to promotional programs, the launch of CLIPPER lighters, and timing shifts in Canadian deliveries contributed to strong performance during the quarter. In total, we believe approximately $5 million of sales were pulled forward from the fourth quarter across the Zig Zag Products segment.

For the three months ended September 30, 2022, net sales in the Stoker’s Products segment increased to $33.5 million from $30.5 million for the three months ended September 30, 2021, an increase of $3.1 million or 10%. For the three months ended September 30, 2022, volume increased 2.4% and price/mix increased 7.6%. The increase in net sales was driven by double-digit growth of Stoker’s^® MST partially offset by a mid-single digit decline in ~~U.S. rolling papers and our E-Commerce business.~~loose-leaf chewing tobacco. FRE nicotine pouch products was a marginal contributor to segment sales.

For the three months ended March 31, 2022, net sales in the Stoker’s Products segment increased to $31.7 million from $29.3 million for the three months ended March 31, 2021, an increase of $2.4 million or 8.4%. For the three months ended March 31, 2022, volume increased 0.3% and price/mix increased 8.1%. The increase in net sales was driven by the continuing double-digit growth of ~~Stoker’s~~^® ~~MST.~~

~~For the three months ended March 31,~~September 30, 2022, net sales in the NewGen products segment decreased to ~~$23.5~~$22.2 million from ~~$37.4~~$37.2 million for the three months ended ~~March 31,~~September 30, 2021, a decrease of ~~$13.9~~$15.0 million or ~~37.1%~~40.3%. The decrease in net sales was primarily the result of declines in the vape distribution ~~businesses.~~businesses which continues to be impacted by the regulatory environment. Net sales have been relatively steady sequentially within the current year period.

Gross Profit: For the three months ended ~~March 31,~~September 30, 2022, consolidated gross profit decreased to ~~$51.8~~$52.7 million from ~~$53.3~~$54.3 million for the three months ended ~~March 31,~~September 30, 2021, a decrease of ~~$1.5~~$1.6 million or ~~2.8%~~2.9%. Gross profit as a percentage of revenue ~~increased~~decreased to ~~51.3%~~48.9% for the three months ended ~~March 31,~~September 30, 2022, compared to ~~49.5%~~49.4% for the three months ended ~~March 31,~~September 30, 2021 driven by ~~increased margin in the Stoker’s Products segment and mix as the NewGen Products segment generates lower margins.~~mix.

For the three months ended ~~March 31,~~September 30, 2022, gross profit in the Zig-Zag Products segment increased to ~~$26.3~~$28.0 million from ~~$24.9~~$23.7 million for the three months ended ~~March 31,~~September 30, 2021, an increase of ~~$1.4~~$4.3 million or ~~5.8%~~18.3%. Gross profit as a percentage of net sales decreased to ~~57.7%~~53.9% of net sales for the three months ended ~~March 31,~~September 30, 2022, from ~~60.7%~~56.1% of net sales for the three months ended ~~March 31,~~September 30, 2021, as a result of strong growth in lower gross margin products including the ~~consolidation~~launch of ~~DVW in Turning Point Brands Canada in the current year period which operates at lower margins than~~ our ~~traditional~~lighters business.

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For the three months ended ~~March 31,~~September 30, 2022, gross profit in the Stoker’s Products segment increased to ~~$17.7~~$18.3 million from ~~$15.9~~$17.1 million for the three months ended ~~March 31, 2022,~~September 30, 2021, an increase of ~~$1.8~~$1.2 million or 11.3%. Gross profit as a percentage of net sales increased to 55.8% of net sales for the three months ended March 31, 2022, from 54.3% of net sales for the three months ended March 31, 2021, primarily as a result of strong incremental margin contribution of MST.

For the three months ended March 31, 2022, gross profit in the NewGen products segment decreased to $7.8 million from $12.5 million for the three months ended March 31, 2021, a decrease of $4.7 million or 37.7%6.9%. Gross profit as a percentage of net sales decreased to ~~33.0%~~54.5% of net sales for the three months ended ~~March 31,~~September 30, 2022, from ~~33.4%~~56.1% of net sales for the three months ended ~~March 31, 2021.~~September 30, 2021, primarily as a result of the mix impact of FRE and stronger growth in discount looseleaf products.

For the three months ended September 30, 2022, gross profit in the NewGen products segment decreased to $6.4 million from $13.5 million for the three months ended September 30, 2021, a decrease of $7.1 million or 52.5%. Gross profit as a percentage of net sales decreased to 28.8% of net sales for the three months ended September 30, 2022, from 36.2% of net sales for the three months ended September 30, 2021, primarily as a result of product mix and the competitive environment.

Selling, General, and Administrative Expenses: For the three months ended ~~March 31,~~September 30, 2022, selling, general, and administrative expenses increased to ~~$32.6~~$32.9 million from ~~$28.9~~$31.9 million for the three months ended ~~March 31,~~September 30, 2021, an increase of ~~$3.7~~$1.0 million or ~~12.6%~~3.1%. Selling, general and administrative expenses in the three months ended ~~March 31,~~September 30, 2022, included ~~$1.2~~$1.4 million of stock options, restricted stock and incentives expense, ~~$0.4 million of transaction expense, $1.1~~$1.2 million of expense related to PMTA ~~$1.3~~and $0.4 million of ~~expense related to corporate restructuring and $0.3 million of~~consulting expense related to the scoping and mobilization of the new ERP and CRM systems. Selling, general and administrative expenses in the three months ended ~~March 31,~~September 30, 2021, included ~~$1.5~~$1.8 million of stock option, restricted stock and incentives expense, ~~$0.6~~$0.2 million of transaction ~~costs~~income and ~~$0.3~~$1.0 million of expense related to PMTA.

Interest Expense, net: For the three months ended ~~March 31,~~September 30, 2022, interest expense, net ~~increased~~decreased to ~~$5.2~~$4.8 million, from ~~$4.5~~$5.4 million for the three months ended ~~March 31,~~September 30, 2021 as a result of the ~~increase~~repayment of the Promissory Note and forgiveness of the Unsecured Loan each discussed in Note 11 Notes Payable and Long-Term Debt in the ~~Company’s outstanding debt in February 2021.~~Consolidated Financial Statements. In addition interest income earned on our cash balance offset interest expense.

Investment Income: For the three months ended ~~March 31,~~September 30, 2022, investment income ~~increased~~decreased to $0.1 million, ~~from $0.0~~compared to $0.2 million of investment income for the three months ended ~~March 31,~~September 30, 2021.

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Gain on Extinguishment of ~~Debt:~~ DebtThere was no ~~loss~~gain on extinguishment of debt for the three months ended ~~March 31,~~September 30, 2022 compared to ~~$5.7~~$0.4 million for the three months ended ~~March 31,~~September 30, 2021 related to the repayment of the ~~2018 First Lien Credit Facility.~~Promissory Note.

Income Tax Expense: Our income tax expense of ~~$3.3~~$3.8 million was ~~23.7%~~25.2% of income before income taxes for the three months ended ~~March 31,~~September 30, 2022 and included a discrete tax benefit of ~~$0.4~~$0.0 million relating to stock option exercises. Our effective income tax rate was ~~18.7%~~23.3% for the three months ended ~~March 31,~~September 30, 2021 and included a discrete tax benefit ~~$3.3~~$1.0 million relating to stock option exercises.

Net Loss Attributable to Non-Controlling Interest: Net loss attributable to non-controlling interest was $0.2 million for the three months ended ~~March 31,~~September 30, 2022 compared to ~~$0.3~~$0.0 million for the three months ended ~~March 31,~~September 30, 2021.

Net Income Attributable to Turning Point Brands, Inc.: Due to the factors described above, net income attributable to Turning Point Brands, Inc. for the three months ended ~~March 31,~~September 30, 2022 and 2021, was ~~$11.0~~$11.5 million and ~~$11.8~~$13.5 million, respectively.

Comparison of the Nine Months Ended September 30, 2022, to the Nine Months Ended September 30, 2021

The table and discussion set forth below displays our consolidated results of operations (in thousands):

	Nine Months Ended September 30,
	2022			2021			% Change
Consolidated Results of Operations Data:
Net sales
Zig-Zag products	$	143,959		$	130,440			10.4	%
Stoker's products		98,816			93,096			6.1	%
NewGen products		68,846			116,652			-41.0	%
Total net sales		311,621			340,188			-8.4	%
Cost of sales		155,646			172,685			-9.9	%
Gross profit
Zig-Zag products		80,808			76,342			5.8	%
Stoker's products		54,044			51,142			5.7	%
NewGen products		21,123			40,019			-47.2	%
Total gross profit		155,975			167,503			-6.9	%

Selling, general, and administrative expenses		98,779			95,900			3.0	%
Operating income		57,196			71,603			-20.1	%
Interest expense, net		15,142			15,406			-1.7	%
Investment loss (income)		6,074			(292	)		-2180.1	%
Loss on extinguishment of debt		-			5,331			-100.0	%
Income before income taxes		35,980			51,158			-29.7	%
Income tax expense		8,706			11,151			-21.9	%
Consolidated net income		27,274			40,007			-31.8	%
Net loss attributable to non-controlling interest		(684	)		(598	)		14.4	%
Net income attributable to Turning Point Brands, Inc.	$	27,958		$	40,605			-31.1	%

Net Sales: For the nine months ended September 30, 2022, consolidated net sales decreased to $311.6 million from $340.2 million for the nine months ended September 30, 2021, a decrease of $28.6 million or 8.4%. The decrease in net sales was driven by decreased sales volume in the NewGen Products segment.

For the nine months ended September 30, 2022, net sales in the Zig-Zag Products segment increased to $144.0 million from $130.4 million for the nine months ended September 30, 2021, an increase of $13.5 million or 10.4%. For the nine months ended September 30, 2022, volume increased 8.4% and price/mix increased 2.0%. The increase in net sales was driven by double-digit growth in U.S. rolling papers primarily through our e-commerce channels. Continued strength in paper cones, strong receptivity to promotional programs, the launch of CLIPPER lighters, and timing shifts in Canadian deliveries contributed to strong performance during the quarter. In total, we believe approximately $5 million of sales were pulled forward from the fourth quarter across the Zig Zag Products segment. However, these increases were offset by declines in the cigar wraps business driven partially by a trade inventory reduction in the current period compared with a trade inventory load in the prior year period.

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For the nine months ended September 30, 2022, net sales in the Stoker’s Products segment increased to $98.8 million from $93.1 million for the nine months ended September 30, 2021, an increase of $5.7 million or 6.1%. For the nine months ended September 30, 2022, volume decreased 1.4% and price/mix increased 7.5%. The increase in net sales was driven by double digit growth of Stoker’s^® MST partially offset by a mid-single digit decline in loose-leaf chewing tobacco. FRE nicotine pouch products was a marginal contributor to segment sales.

For the nine months ended September 30, 2022, net sales in the NewGen products segment decreased to $68.8 million from $116.7 million for the nine months ended September 30, 2021, a decrease of $47.8 million or 41.0%. The decrease in net sales was primarily the result of declines in the vape distribution businesses which continue to be impacted by the regulatory environment.

Gross Profit: For the nine months ended September 30, 2022, consolidated gross profit decreased to $156.0 million from $167.5 million for the nine months ended September 30, 2021, a decrease of $11.5 million or 6.9%. Gross profit as a percentage of revenue increased to 50.1% for the nine months ended September 30, 2022, compared to 49.2% for the nine months ended September 30, 2021 driven by mix as the NewGen Products segment generates lower margins.

For the nine months ended September 30, 2022, gross profit in the Zig-Zag Products segment increased to $80.8 million from $76.3 million for the nine months ended September 30, 2021, an increase of $4.5 million or 5.8%. Gross profit as a percentage of net sales decreased to 56.1% of net sales for the nine months ended September 30, 2022, from 58.5% of net sales for the nine months ended September 30, 2021, as a result of strong growth in lower gross margin products including the launch of our lighters business.

For the nine months ended September 30, 2022, gross profit in the Stoker’s Products segment increased to $54.0 million from $51.1 million for the nine months ended September 30, 2022, an increase of $2.9 million or 5.7%. Gross profit as a percentage of net sales decreased to 54.7% of net sales for the nine months ended September 30, 2022, from 54.9% of net sales for the nine months ended September 30, 2021.

For the nine months ended September 30, 2022, gross profit in the NewGen products segment decreased to $21.1 million from $40.0 million for the nine months ended September 30, 2021, a decrease of $19.0 million or 47.2%. Gross profit as a percentage of net sales decreased to 30.7% of net sales for the nine months ended September 30, 2022, from 34.3% of net sales for the nine months ended September 30, 2021, as a result of product mix and the competitive environment.

Selling, General, and Administrative Expenses: For the nine months ended September 30, 2022, selling, general, and administrative expenses increased to $98.8 million from $95.9 million for the nine months ended September 30, 2021, an increase of $2.9 million or 3.0%. Selling, general and administrative expenses for the nine months ended September 30, 2022, included $4.1 million of stock options, restricted stock and incentives expense, $0.8 million of transaction expense, $4.3 million of expense related to PMTA, $1.6 million of expense related to corporate restructuring and $1.6 million of consulting expense related to the scoping and mobilization of the new ERP and CRM systems. Selling, general and administrative expenses in the nine months ended September 30, 2021, included $6.0 million of stock option, restricted stock and incentives expense (including $1.1 million for accelerated vesting of options for a departing executive), $1.1 million of transaction costs and $1.9 million of expense related to PMTA.

Interest Expense, net: For the nine months ended September 30, 2022, interest expense, net decreased to $15.1 million, from $15.4 million for the nine months ended September 30, 2021 as a result of the increase in the Company’s outstanding debt in February 2021 offset by interest earned on our cash balance.

Investment Loss (Income): For the nine months ended September 30, 2022, investment loss increased to $6.1 million, compared to $0.3 million of investment income for the nine months ended September 30, 2021, primarily as a result of $6.3 million impairment of our investment in dosist. See Note 9 Other Assets in the Consolidated Financial Statements for information on the dosist impairment.

Loss on Extinguishment of Debt: There was no loss on extinguishment of debt for the nine months ended September 30, 2022 compared to $5.3 million for the nine months ended September 30, 2021 related to the repayment of the 2018 First Lien Credit Facility.

Income Tax Expense: Our income tax expense of $8.7 million was 24.2% of income before income taxes for the nine months ended September 30, 2022 and included a discrete tax benefit of $0.7 million relating to stock option exercises. Our effective income tax rate was 21.8% for the nine months ended September 30, 2021 and included a discrete tax benefit $6.2 million relating to stock option exercises.

Net Loss Attributable to Non-Controlling Interest: Net loss attributable to non-controlling interest was $0.7 million for the nine months ended September 30, 2022 compared to $0.6 million for the nine months ended September 30, 2021.

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Net Income Attributable to Turning Point Brands, Inc.: Due to the factors described above, net income attributable to Turning Point Brands, Inc. for the nine months ended September 30, 2022 and 2021, was $28.0 million and $40.6 million, respectively.

EBITDA and Adjusted EBITDA

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use non-U.S. GAAP financial measures including EBITDA and Adjusted EBITDA. We believe Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Adjusted EBITDA is used by management to compare our performance to that of prior periods for trend analyses and planning purposes and is presented to our Board of Directors. We believe that EBITDA and Adjusted EBITDA are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to operating performance. In addition, our debt instruments contain covenants which use Adjusted EBITDA calculations.

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We define “EBITDA” as net income before interest expense, ~~loss~~net, gain (loss) on extinguishment of debt, provision for income taxes, depreciation, and amortization. We define “Adjusted EBITDA” as net income before interest expense, ~~loss~~net, gain (loss) on extinguishment of debt, provision for income taxes, depreciation, amortization, other non-cash items, and other items we do not consider ordinary course in our evaluation of ongoing operating performance noted in the reconciliation below.

Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA excludes significant expenses required to be recorded in our financial statements by U.S. GAAP and is subject to inherent limitations. Other companies in our industry may calculate this non-U.S. GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a comparative measure. The tables below provide reconciliations between net income and Adjusted EBITDA.

	Three Months Ended				Three Months Ended
(in thousands)	March 31,				September 30,
	2022		2021		2022		2021
Net income attributable to Turning Point Brands, Inc.	$	10,998	$	11,783	$	11,536	$	13,468
Add:
Interest expense, net		5,196		4,486		4,802		5,397
Loss on extinguishment of debt		-		5,706
Gain on extinguishment of debt						-		(375	)
Income tax expense		3,340		2,654		3,797		4,073
Depreciation expense		871		788		861		767
Amortization expense		463		477		454		477
EBITDA	$	20,868	$	25,894	$	21,450	$	23,807
Components of Adjusted EBITDA
Corporate restructuring (a)		1,332		-		17		-
ERP/CRM (b)		330		-		435		-
Stock options, restricted stock, and incentives expense (c)		1,159		1,498		1,442		1,752
Transactional expenses (d)		425		607		-		(232	)
FDA PMTA (e)		1,139		-		1,169		960
Adjusted EBITDA	$	25,253	$	27,999	$	24,513	$	26,287

(a)	Represents costs associated with corporate restructuring, including severance.

(b)	Represents ~~costs~~cost associated with scoping and mobilization of new ERP and CRM ~~systems.~~systems and cost of duplicative ERP licenses.

(c)	Represents non-cash stock options, restricted stock, incentives expense and Solace performance stock units.

(d)	Represents the fees incurred for transaction expenses.

(e)	Represents costs associated with applications related to FDA premarket tobacco product application ~~(“PMTA”~~("PMTA").

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	Nine Months Ended
(in thousands)	September 30,
	2022		2021
Net income attributable to Turning Point Brands, Inc.	$	27,958	$	40,605
Add:
Interest expense, net		15,142		15,406
Loss on extinguishment of debt		-		5,331
Income tax expense		8,706		11,151
Depreciation expense		2,611		2,313
Amortization expense		1,373		1,431
EBITDA	$	55,790	$	76,237
Components of Adjusted EBITDA
Corporate restructuring (a)		1,619		-
ERP/CRM (b)		1,626		-
Stock options, restricted stock, and incentives expense (c)		4,103		6,015
Transactional expenses (d)		789		1,077
FDA PMTA (e)		4,265		960
Non-cash asset impairment (f)		6,300		-
Adjusted EBITDA	$	74,492	$	84,289

(a)	Represents costs associated with corporate restructuring, including severance.

(b)	Represents cost associated with scoping and mobilization of new ERP and CRM systems and cost of duplicative ERP licenses.

(c)	Represents non-cash stock options, restricted stock, incentives expense and Solace performance stock units.

(d)	Represents the fees incurred for transaction expenses.

(e)	Represents costs associated with applications related to FDA premarket tobacco product application ("PMTA").

(f)	Represents impairment of investment in dosist.

Liquidity and Capital Reserves

Our principal uses for cash are working capital, debt service, and capital expenditures. We believe our cash on hand, cash flows from operations and borrowing availability under our 2021 Revolving Credit Facility are adequate to satisfy our operating cash requirements for the foreseeable future. As of ~~March 31,~~September 30, 2022, we had ~~$126.0~~$105.7 million of cash on hand and have $21.4 million of availability under the 2021 Revolving Credit Facility.

Our working capital, which we define as current assets less cash and current liabilities, increased ~~$1.0~~$27.7 million to ~~$81.5~~$108.2 million at ~~March 31,~~September 30, 2022, compared with $80.5 million at December 31, ~~2021.~~2021 primarily due to increase in inventory as a result of our annual tobacco purchase.

	As of				As of
(in thousands)	March 31, 2022		December 31, 2021		September 30,		December 31,
					2022		2021

Current assets	$	140,971	$	120,849	$	150,110	$	120,849
Current liabilities		59,423		40,336		41,881		40,336
Working capital	$	81,548	$	80,513	$	108,229	$	80,513

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Cash Flows from Operating Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, net cash provided by operating activities was ~~$13.0~~$16.4 million compared to net cash provided by operating activities of ~~$24.2~~$49.6 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, a decrease of ~~$11.2~~$33.2 million, primarily due to lower net income due to decreased sales in the NewGen Segment combined with the timing of changes to working ~~capital.~~capital, primarily as a result of annual tobacco inventory purchase.

Cash Flows from Investing Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, net cash used in investing activities was ~~$11.3~~$17.8 million compared to net cash used in investing activities of ~~$15.8~~$52.2 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, a decrease of ~~$4.5~~$34.5 million, primarily due to the lower purchases of investments in our MSA escrow account ~~partially offset by increased capital expenditures.~~as well as no acquisitions and a small investments made in the current year period.

Cash Flows from Financing Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, net cash used in financing activities was ~~$12.5~~$31.2 million compared to net cash provided by financing activities of ~~$102.1~~$76.3 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, ana decrease ~~in cash flow~~ of ~~$114.6 million,~~$107.5 million. The decrease was primarily due to ~~the~~an increase in ~~repurchases of~~cash used to repurchase common stock during 2022 ~~compared to~~while in 2021 the Company received net proceeds received from the Senior Secured Notes partially offset by the repayment in full of the 2018 First Lien Term Loan in the first quarter of 2021.

Dividends and Share ~~Repurchase~~and Repurchases

The most recent dividend of $0.06 per common share was paid on ~~April 8,~~October 7, 2022, to shareholders of record at the close of business on ~~March 18,~~September 16, 2022.

On February 25, 2020, our 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. On October 25, 2021, the Board increased the approved share repurchase program by $30.7 million. On February 24, 2022, the Board increased the ~~approve~~approved share repurchase program by $24.6 million. The program is subject to the ongoing discretion of the Board. The total number of shares repurchased for the ~~three~~nine months ended ~~March 31,~~September 30, 2022, was ~~310,224~~307,207 shares for a total cost of ~~$10.6~~$7.6 million and an average price per share of ~~$34.24. $45.8~~$24.78. $29.4 million remains available for share repurchases under the program at ~~March 31,~~September 30, 2022.

Subject to market conditions, we will from time to time opportunistically repurchase our Senior Secured Notes and Convertible Senior Notes and any other securities we may have outstanding.

Repurchases of common stock, Senior Secured Notes and Convertible Senior Notes may be made through bilateral transactions, open market transactions, 10b5-1 trading plans or otherwise.

Long-Term Debt

As of ~~March 31,~~September 30, 2022, we were in compliance with the financial and restrictive covenants of the Senior Secured Notes and 2021 Revolving Credit Facility. The following table provides the outstanding balances of our debt instruments.

							September 30,			December 31,
	March 31, 2022			December 31, 2021			2022			2021
Senior Secured Notes	$	250,000		$	250,000		$	250,000		$	250,000
Convertible Senior Notes		172,500			172,500			172,500			172,500
Gross notes payable and long-term debt		422,500			422,500			422,500			422,500
Less deferred finance charges		(7,709	)		(8,328	)		(6,471	)		(8,328	)
Notes payable and long-term debt	$	414,791		$	414,172		$	416,029		$	414,172

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Senior Secured Notes

On February 11, 2021, we closed a private offering (the “Offering”) of $250 million aggregate principal amount of our 5.625% senior secured notes due 2026 (the “Senior Secured 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.We~~2021. We 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.

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We may redeem the Senior Secured Notes, in whole or in part, at any time prior to February 15, 2023, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding the applicable redemption date, plus a “make-whole” premium. Thereafter, we may redeem the Senior Secured Notes, in whole or in part, at established redemption prices set forth in the Senior Secured Notes Indenture, plus accrued and unpaid interest, if any. In addition, on or prior to February 15, 2023, we may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 105.625%, plus accrued and unpaid interest, if any to the redemption date; provided, however, that at least 50% of the original aggregate principal amount of the Senior Secured Notes (calculated after giving effect to the issuance of any additional notes) remains outstanding. In addition, at any time and from time to time prior to February 15, 2023, but not more than once in any twelve-month period, we may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a redemption price of 103% of the aggregate principal amount of Senior Secured Notes redeemed plus accrued and unpaid interest, if any to but not including the redemption date, on the Senior Secured Notes to be redeemed.

If we experience a change of control (as defined in the Senior Secured Notes Indenture), we 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 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 Indenture. The Indenture provides for customary events of default. We were in compliance with all covenants as of ~~March 31,~~September 30, 2022.

We 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 effective interest method over the expected life of the Senior Secured Notes.

2021 Revolving Credit Facility

In connection with the Offering, we also entered into a new $25.0 million senior secured revolving credit facility (the “2021 Revolving Credit Facility”) with the lenders party thereto (the “Lenders”) and Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, the “Agent”). The 2021 Revolving Credit Facility provides for a revolving line of credit of up to $25.0 million. Letters of credit are limited to $10 million (and are a part of, and not in addition to, the revolving line of credit). We have not drawn any borrowings under the 2021 Revolving Credit Facility but do have letters of credit of approximately $3.6 million outstanding under the ~~facility.~~facility as of September 30, 2022. The 2021 Revolving Credit Facility will mature on August 11, 2025 if none of our Convertible Senior Notes are outstanding, and if any Convertible Senior Notes are outstanding, the date which is 91 days prior to the maturity date of July 15, 2024, for such Convertible Senior Notes.

Interest is payable on the 2021 Revolving Credit Facility at a fluctuating rate of interest determined by reference to the Eurodollar rate plus an applicable margin of 3.50% (with step-downs upon de-leveraging). We also have the option to borrow at a rate determined by reference to the base rate.

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The 2021 Revolving Credit Agreement contains covenants that are substantially the same as the covenants in the Senior Secured Notes Indenture. The 2021 Revolving Credit Facility also requires the maintenance of a Consolidated Leverage Ratio (as defined in the 2021 Revolving Credit Agreement) of 5.50 to 1.00 (with a step down to 5.25 to 1.00 beginning with the fiscal quarter ending March 31, 2023) at the end of each fiscal quarter when extensions of credit under the 2021 Revolving Credit Facility and certain drawn and undrawn letters of credit (excluding (a) letters of credit that have been cash collateralized and (b) letters of credit having an aggregate face amount less than ~~$5,000,000)~~$5.0 million) in the aggregate outstanding exceeds 35% of the total commitments under the 2021 Revolving Credit Facility. The 2021 Revolving Credit Agreement provides for customary events of default. We were in compliance with all covenants as of ~~March 31,~~September 30, 2022.

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We incurred debt issuance costs attributable to the issuance of the 2021 Revolving Credit Facility of $0.5 million which are amortized to interest expense using the effective interest method over the expected life of the 2021 Revolving Credit Facility.

2018 Credit Facility

In the first quarter of 2021, we used a portion of the proceeds from the issuance of the Senior Secured Notes to prepay all outstanding amounts under and terminate the 2018 First Lien Credit Facility in the amount of $130.0 million, and the transaction resulted in a $5.7 million loss on extinguishment of debt. See Note 11, “Notes Payable and Long-Term Debt,” in the Notes to Consolidated Financial Statements included in this Quarterly Report for further discussion.

Convertible Senior Notes

In July 2019 we closed an offering of $172.5 million in aggregate principal amount of our 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 will mature on July 15, 2024, unless earlier repurchased, redeemed or converted. The Convertible Senior Notes are senior unsecured obligations.

The Convertible Senior Notes are convertible into approximately ~~3,209,690~~3,213,589 shares of our voting common stock under certain circumstances prior to maturity at a conversion rate of ~~18.607~~18.630 shares per $1,000 principal amount of the Convertible Senior Notes, which represents a conversion price of approximately ~~$53.74~~$53.68 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 us in excess of pre-determined thresholds of $0.04 per share. Upon conversion, we may pay cash, shares of our common stock or a combination of cash and stock, as determined by us at our discretion. The conditions required to allow the holders to convert their Convertible Senior Notes were not met as of ~~March 31,~~September 30, 2022.

We incurred debt issuance costs attributable to the Convertible Senior Notes of $5.9 million which are amortized to the interest expense using the effective interest method over the expected life of the Convertible Senior Notes.

In connection with the Convertible Senior Notes offering, we entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions have a strike price of ~~$53.74~~$53.68 per and a cap price of $82.86 per share, and are exercisable when, and if, the Convertible Senior Notes are converted. We paid $20.53 million for these capped calls at the time they were entered into and charged that amount to additional paid-in capital.

Promissory Note

On June 10, 2020, in connection with the acquisition of certain Durfort assets, we issued an unsecured subordinated promissory note (“Promissory Note”) in the principal amount of $10.0 million (the “Principal Amount”), with an annual interest rate of 7.5%, payable quarterly, with the first interest payment due September 10, 2020. We prepaid all outstanding amounts under and terminated the Promissory Note in the third quarter of 2021 in the amount of $9.6 million. The transaction resulted in a $0.4 million gain on extinguishment of debt.

Unsecured Loan

On April 17, 2020, National Tobacco Company, L.P., a wholly-owned subsidiary of the Company, entered into a loan agreement with Regions Bank guaranteed by the Small Business Administration for a $7.5 million unsecured loan issued pursuant to the CARES Act. The proceeds of the loan were received on April 27, 2020. The loan was scheduled to mature on April 17, 2022 and had a 1.00% interest rate. Under the CARES Act we were permitted to apply for forgiveness of the loan if the proceeds were used as required for certain purposes. During 2021, we applied for forgiveness for the loan. On October 15, 2021, we received notice that our application for forgiveness was fully approved. The extinguishment of the unsecured loan occurred in the fourth quarter of 2021 resulting in a $7.5 million gain on extinguishment of debt. We are subject to audit relating to the unsecured loan until 2027 which could result in repayment of some or all of the unsecured loan previously forgiven. However, we believe that repayment of any amount is not probable.

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Off-balance Sheet Arrangements

During the ~~three~~nine months ended September 30, 2022, we executed various option contracts, which met hedge accounting requirements for the purchase of €18.5 million with maturity dates ranging from August 2022 to March ~~31,~~2023. At September 30, 2022,, we had option contracts for the ~~Company did not execute any forward contracts. We had no forward contracts~~purchase of €15.2 million outstanding. The foreign currency contracts’ fair value at ~~March 31, 2022.~~September 30, 2022, resulted in an asset of $0.2 million included in Other current assets and a liability of $0.5 million included in Accrued liabilities. During 2021, we did not execute any ~~forward~~foreign currency contracts. We had no ~~forward~~foreign currency contracts at December 31, 2021. The Company had no interest rate swap contracts at ~~March 31,~~September 30, 2022. The Company terminated its interest rate swap agreement in conjunction with the prepayment of all outstanding amounts under to the 2018 First Lien Credit Facility in the first quarter of 2021 in the amount of $3.6 million, and the transaction resulted in a $5.7 million loss recorded in the loss on extinguishment of debt. See Note 11, “Notes Payable and Long-Term Debt,” in the Notes to Consolidated Financial Statements included in this Quarterly Report for further discussion.

Inflation

Inflation in general and the recent rapid increases in costs of goods and services, such as food and gas prices have had a substantial negative effect on the purchasing power of consumers. While historically, we have been able to ~~increase prices at a rate equal~~pass on most cost increases to ~~or greater than~~our customers, no assurance can be given that ~~of inflation, that would~~we will continue to be ~~difficult~~able to do ~~in the current environment. We have implemented price increases in areas where that was feasible.~~so. In addition, we have been able to maintain a relatively stable variable cost structure for our products due, in part, to our successful procurement with regard to our tobacco products and, in part, to our existing contractual agreement for the purchase of our premium cigarette papers.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Sensitivity

There have been no material changes in our exposure to exchange rate fluctuation risk, as reported within our 2021 Annual Report on Form 10-K, during the period. Please refer to our ‘Quantitative and Qualitative Disclosures about Market Risk’ included in our 2021 Annual Report on Form 10-K filed with the SEC.

Credit Risk

There have been no material changes in our exposure to credit risk, as reported within our 2021 Annual Report on Form 10-K, during the ~~three~~nine months ended ~~March 31,~~September 30, 2022. Please refer to our ‘Quantitative and Qualitative Disclosures about Market Risk’ included in our 2021 Annual Report on Form 10-K filed with the SEC.

Interest Rate Sensitivity

In February 2021, we issued the Senior Secured Notes in an aggregate principal amount of $250 million. In July 2019, we issued Convertible Senior Notes in an aggregate principal amount of $172.5 million. ~~We carry the Senior Secured Notes and Convertible Senior Notes at face value.~~ Since the Senior Secured Notes and Convertible Senior Notes bear interest at a fixed rate, we have no financial ~~statement~~ risk associated with changes in interest rates. However, the fair value of the Convertible Senior Notes changes when the market price of our stock fluctuates, or interest rates change. Our remaining debt instruments bear interest at fixed rates and are not subject to interest rate volatility.

~~Table of Contents~~

Item 4. Controls and Procedures

We have carried out an evaluation under the supervision, and with the participation of, our management including our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Accounting Officer (“CAO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Act”)) as of ~~March 31,~~September 30, 2022. Based upon the evaluation, our CEO, CFO, and CAO concluded our disclosure controls and procedures are not effective as of such date solely due to athe material weakness in internal controls over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2022 which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, we began implementing a remediation plan to address the material weakness mentioned above. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time, and management has concluded through testing that these controls are operating effectively. We expect that the remediation of this material weakness will be completed by the end of the fiscal year 2022.

Other than in connection with aspects of our remediation plan, there have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2022 which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our material pending legal proceedings, please see Contingencies in Note 15 to the Notes to the Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.

See ‘Risk Factors—We may become subject to significant product liability litigation’ within our 2021 Annual Report on Form 10-K for additional details.

Item 1A. Risk Factors

In addition to the other information set forth in this report, carefully consider the factors discussed in the ‘Risk Factors’ section contained in our 2021 Annual Report on Form 10-K. There have been no material changes to the Risk Factors set forth in the 2021 Annual Report on Form 10-K.

Item ~~2.Unregistered~~2. Unregistered Sales of Equity Securities and Use of Proceeds

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. On October 25, 2021, the Board increased the approved share repurchase program by $30.7 million bringing the authority at the time back to $50 million (including approximately $19.3 million available for repurchases under the Board’s previous authorization). On February 24, 2022, the Board increased the approved share repurchase program by $24.6 million bringing total authority at that time to $50 million. This share repurchase program has no expiration date and is subject to the ongoing discretion of the Board. All repurchases to date under our stock repurchase programs have been made through open market transactions, but in the future, we may also purchase shares through privately negotiated transactions or 10b5-1 repurchase plans.

The following table includes information regarding purchases of our common stock made by us during the quarter ended ~~March 31,~~September 30, 2022 in connection with the repurchase program described above:

Period
Total Number
of Shares
Purchased ⁽¹⁾

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Maximum Number
(or Approximate
Dollar Value)
of Shares that
May Yet Be
Purchased Under the
Plans or Programs

January 1 to January 31 172,624 $ 37.20 172,624 $ 25,410,384
February 1 to February 28 28,855 $ 33.81 5,572 $ 49,814,062
March 1 to March 31 142,832 $ 30.56 132,028 $ 45,800,411
Total 344,311 310,224

							Maximum Number
							(or Approximate
					Total Number of		Dollar Value)
					Shares Purchased		of Shares that
	Total Number		Average		as Part of Publicly		May Yet Be
	of Shares		Price Paid		Announced Plans		Purchased Under the
Period	Purchased ⁽¹⁾		per Share		or Programs		Plans or Programs
July 1 to July 31		86,841	$	27.93		86,841	$	34,578,518
August 1 to August 31		113,576	$	24.53		113,241	$	31,800,716
September 1 to September 30		107,125	$	22.51		107,125	$	29,389,333
Total		307,542				307,207

⁽¹⁾ The total number of shares purchased includes (a) shares purchased under the February 2020 share repurchase program (which totaled ~~172,624~~86,841 shares in ~~January, 5,572~~July, 113,241 in ~~February~~August and ~~132,028~~107,125 shares in ~~March)~~September) and (b) shares withheld by the Company in an amount equal to the statutory withholding taxes for holders who vested in stock-based awards (which totaled ~~23,283~~335 shares in ~~February and 10,804 shares in March)~~August). Shares withheld by the Company to cover statutory withholdings taxes are repurchased pursuant to the applicable plan and not the authorization under the share repurchase program.

Item 3. Defaults Upon Senior Securities

Not applicable.

~~Table of Contents~~

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

Exhibit No.	Description

31.1	Rule 13a-14(a)/15d-14(a) Certification of ~~Yavor Efremov.~~Graham Purdy.*

31.2	Rule 13a-14(a)/15d-14(a) Certification of Luis Reformina.*

31.3	Rule 13a-14(a)/15d-14(a) Certification of Brian Wigginton.*

32.1	Section 1350 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101	XBRL (eXtensible Business Reporting Language). The following materials from Turning Point Brands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2022, filed on ~~April 27,~~October 26, 2022, formatted in Inline XBRL (iXBRL): (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of cash flows, and (v) the notes to consolidated financial statements.*

104	Cover Page Interactive Data File (formatted in iXBRL and included in Exhibit 101).*

*	* Filed or furnished herewith

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TURNING POINT BRANDS, INC.

~~By: /s/ Yavor Efremov~~
~~Name: Yavor Efremov~~
~~Title: President and Chief Executive Officer~~

~~By: /s/ Luis Reformina~~	By:	/s/ Graham Purdy
	Name: ~~Luis Reformina~~	Graham Purdy
	Title:	President and Chief Executive Officer

		By:	/s/ Luis Reformina
		Name:	Luis Reformina
		Title:	Chief Financial Officer

		By:	/s/ Brian Wigginton
		Name:	Brian Wigginton
		Title:	Chief Accounting Officer

	~~By: /s/ Brian Wigginton~~
Date: October 26, 2022	~~Name: Brian Wigginton~~
	~~Title: Chief Accounting Officer~~

~~Date: April 27, 2022~~

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TPB	New York Stock Exchange

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

	Voting Shares			Common Stock, Voting		Additional Paid-In Capital			Cost of Repurchased Common Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Non- Controlling Interest			Total

Beginning balance January 1, 2022		18,395,476		$	197	$	108,811		$	(48,869	)	$	(195	)	$	71,460		$	2,312		$	133,716

Unrealized loss on MSA investments, net of tax of $357		-			0		0			0			(1,126	)		0			0			(1,126	)
Foreign currency translation, net of tax of $0		-			0		0			0			(5	)		0			(2	)		(7	)
Stock compensation expense		-			0		1,159			0			0			0			0			1,159
Exercise of options		25,166			0		245			0			0			0			0			245
Performance restricted stock units issuance		103,843			1		(1	)		0			0			0			0			0
Performance restricted stock units redeemed		(34,087	)		0		(1,141	)		0			0			0			0			(1,141	)
Cost of repurchased common stock		(310,224	)		0		0			(10,622	)		0			0			0			(10,622	)
Dividends		-			0		0			0			0			(1,131	)		0			(1,131	)
Net income		-			0		0			0			0			10,998			(227	)		10,771
Ending balance March 31, 2022		18,180,174		$	198	$	109,073		$	(59,491	)	$	(1,326	)	$	81,327		$	2,083		$	131,864


Beginning balance Janauary 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 $144		-			0		0			0			(452	)		0			0			(452	)
Unrealized gain on derivative instruments, net of tax of $937		-			0		0			0			2,448			0			0			2,448
Foreign currency translation, net of tax of $0		-			0		0			0			159			0			159			318
Stock compensation expense		-			0		1,498			0			0			0			0			1,498
Exercise of options		44,357			1		424			0			0			0			0			425
Redemption of options		-			0		(1,466	)		0			0			0			0			(1,466	)
Cost of repurchased common stock		(119,031	)		0		0			(5,733	)		0			0			0			(5,733	)
Dividends		-			0		0			0			0			(1,071	)		0			(1,071	)
Net income		-			0		0			0			0			11,783			(255	)		11,528
Ending balance March 31, 2021		19,059,120		$	196	$	102,879		$	(15,924	)	$	(480	)	$	34,357		$	3,954		$	124,982

	As of March 31,
	2022			2021
Weighted-average remaining lease term - operating leases	6.5 years			7.1 years
Weighted-average discount rate - operating leases		4.88	%		4.93	%

	March 31, 2022
2022	$	2,775
2023		3,635
2024		2,460
2025		2,145
2026		2,085
Years thereafter		5,343
Total lease payments	$	18,443
Less: Imputed interest		2,784
Present value of lease liabilities	$	15,659

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31		172,624	$	37.20		172,624	$	25,410,384
February 1 to February 28		28,855	$	33.81		5,572	$	49,814,062
March 1 to March 31		142,832	$	30.56		132,028	$	45,800,411
Total		344,311				310,224