Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019 | |
Cover [Abstract] | |
Entity Registrant Name | STANDARD DIVERSIFIED INC. |
Entity Central Index Key | 0000911649 |
Entity Emerging Growth Company | false |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 105,841 | $ 15,611 |
Trade accounts receivable, net of allowances of $280 in 2019 and $42 in 2018 | 7,213 | 2,901 |
Inventories | 70,979 | 91,237 |
Other current assets | 16,391 | 15,045 |
Current assets - discontinued operations | 33,948 | 52,169 |
Total current assets | 234,372 | 176,963 |
Property, plant and equipment, net | 30,160 | 27,439 |
Right of use assets | 14,490 | 0 |
Deferred financing costs, net | 890 | 870 |
Goodwill | 154,282 | 145,939 |
Other intangible assets, net | 34,088 | 36,250 |
Master Settlement Agreement (MSA) escrow deposits | 32,074 | 30,550 |
Other assets | 10,690 | 3,932 |
Total assets | 511,046 | 421,943 |
Current liabilities: | ||
Accounts payable | 13,855 | 7,440 |
Accrued liabilities | 27,638 | 23,883 |
Current portion of long-term debt | 16,977 | 9,431 |
Current liabilities - discontinued operations | 33,301 | 43,458 |
Total current liabilities | 91,771 | 84,212 |
Revolving credit facility | 0 | 26,000 |
Notes payable and long-term debt | 299,569 | 208,616 |
Deferred income taxes | 1,572 | 2,291 |
Postretirement benefits | 0 | 3,096 |
Lease liabilities | 13,262 | 0 |
Asset retirement obligations | 2,100 | 2,028 |
Other long-term liabilities | 2,523 | 971 |
Total liabilities | 410,797 | 327,214 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.01 par value; authorized shares 50,000,000; -0- issued and outstanding shares | 0 | 0 |
Additional paid-in capital | 84,862 | 81,260 |
Class A treasury stock, 81,183 and 103,492 common shares at cost as of December 31, 2019 and 2018, respectively | (1,103) | (1,440) |
Accumulated other comprehensive loss | (1,722) | (1,683) |
Accumulated deficit | (35,236) | (24,613) |
Total stockholders' equity | 46,968 | 53,694 |
Noncontrolling interests | 53,281 | 41,035 |
Total equity | 100,249 | 94,729 |
Total liabilities and equity | 511,046 | 421,943 |
Class A Common Stock [Member] | ||
Equity: | ||
Common stock | 90 | 92 |
Class B Common Stock [Member] | ||
Equity: | ||
Common stock | $ 77 | $ 78 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Trade accounts receivable, allowance | $ 280 | $ 42 |
Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 330,000,000 | |
Common stock, shares outstanding (in shares) | 857,714 | |
Class A Treasury stock, common shares (in shares) | 81,183 | 103,492 |
Class A Common Stock [Member] | ||
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 9,012,515 | 9,156,293 |
Common stock, shares outstanding (in shares) | 8,931,332 | 9,052,801 |
Class B Common Stock [Member] | ||
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 7,701,975 | 7,801,995 |
Common stock, shares outstanding (in shares) | 7,701,975 | 7,801,995 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Net sales | $ 364,807 | $ 335,128 |
Operating costs and expenses: | ||
Cost of sales | 227,787 | 192,336 |
Selling, general and administrative expenses | 115,692 | 99,479 |
Total operating costs and expenses | 343,479 | 291,815 |
Operating income | 21,328 | 43,313 |
Interest expense, net | 20,194 | 17,237 |
Investment income | (2,749) | (736) |
Loss on extinguishment of debt | 2,267 | 2,384 |
Net periodic benefit (income) expense, excluding service cost | (4,961) | 131 |
Income before income taxes | 6,577 | 24,297 |
Income tax expense | 2,044 | 6,285 |
Net income from continuing operations | 4,533 | 18,012 |
Net income attributable to noncontrolling interests | (6,844) | (12,436) |
Net (loss) income from continuing operations attributable to Standard Diversified Inc. | (2,311) | 5,576 |
Net loss from discontinued operations, net of tax | (8,312) | (3,195) |
Net (loss) income attributable to Standard Diversified Inc. | $ (10,623) | $ 2,381 |
Net (loss) income from continuing operations attributable to SDI per Class A and Class B Common Share - Basic (in dollars per share) | $ (0.14) | $ 0.33 |
Net (loss) income from continuing operations attributable to SDI per Class A and Class B Common Share - Diluted (in dollars per share) | (0.15) | 0.32 |
Net loss from discontinued operations per Class A and Class B Common Share - Basic (in dollars per share) | (0.49) | (0.19) |
Net loss from discontinued operations per Class A and Class B Common Share - Diluted (in dollars per share) | (0.49) | (0.19) |
Net loss attributable to SDI per Class A and Class B Common Share - Basic (in dollars per share) | (0.63) | 0.14 |
Net loss attributable to SDI per Class A and Class B Common Share - Diluted (in dollars per share) | $ (0.64) | $ 0.13 |
Weighted Average Class A and Class B Common Shares Outstanding - Basic (in shares) | 16,798,066 | 16,697,542 |
Weighted Average Class A and Class B Common Shares Outstanding - Diluted (in shares) | 16,798,066 | 16,747,585 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive (Loss) Income [Abstract] | ||
Net income from continuing operations | $ 4,533 | $ 18,012 |
Other comprehensive (loss) income: | ||
Amortization of unrealized pension and postretirement losses, net of tax of $136 and $435, for the years ended December 31, 2019 and 2018, respectively | (1,150) | 1,361 |
Unrealized gain (loss) on investments, net of tax of $505 and $31, for the years ended December 31, 2019 and 2018, respectively | 1,754 | (607) |
Unrealized loss on interest rate swaps, net of tax of $377 and $204, for the years ended December 31, 2019 and 2018, respectively | (1,261) | (682) |
Other comprehensive (loss) income | (657) | 72 |
Comprehensive income | 3,876 | 18,084 |
Amounts attributable to noncontrolling interests | (6,226) | (12,645) |
Net loss from discontinued operations | (8,312) | (3,195) |
Comprehensive (loss) income attributable to Standard Diversified Inc. | $ (10,662) | $ 2,244 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other comprehensive (loss) income: | ||
Amortization of unrealized pension and postretirement losses, tax | $ 136 | $ 435 |
Unrealized gain (loss) on investments, tax | 505 | 31 |
Unrealized loss on interest rate swaps, tax | $ 377 | $ 204 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] | Total | Class A Common Stock [Member] |
Beginning balance at Dec. 31, 2017 | $ 83 | $ 81 | $ 0 | $ 70,813 | $ (1,558) | $ (26,982) | $ 26,004 | $ 68,441 | |
Beginning balance (in shares) at Dec. 31, 2017 | 8,348,373 | 8,041,525 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Vesting of SDI restricted stock | $ 0 | $ 0 | $ 0 | (334) | 0 | 0 | 0 | (334) | |
Vesting of SDI restricted stock (in shares) | 50,756 | 0 | 0 | ||||||
Conversion of Class B common stock into Class A common stock | $ 3 | $ (3) | $ 0 | 0 | 0 | 0 | 0 | 0 | |
Conversion of Class B common stock into Class A common stock (in shares) | 239,530 | (239,530) | 0 | ||||||
Issuance of Class A common stock in business combination/asset purchase | $ 0 | $ 0 | $ 0 | 250 | 0 | 0 | 0 | 250 | |
Issuance of Class A common stock in business combination/asset purchase (in shares) | 22,727 | 0 | 0 | ||||||
Issuance of Class A common stock under ATM, net of issuance costs | $ 3 | $ 0 | $ 0 | 4,827 | 0 | 0 | 0 | 4,830 | |
Issuance of Class A common stock under ATM, net of issuance costs (in shares) | 313,082 | 0 | 0 | ||||||
Issuance of Class A common stock in private placement, net of issuance costs | $ 3 | $ 0 | $ 0 | 1,978 | 0 | 0 | 0 | 1,981 | |
Issuance of Class A common stock in private placement, net of issuance costs (in shares) | 181,825 | 0 | 0 | ||||||
Share repurchases | $ 0 | $ 0 | $ (1,440) | 0 | 0 | 0 | 0 | $ (1,440) | |
Share repurchases (in shares) | 0 | 0 | (103,492) | (103,492) | |||||
Unrecognized pension and postretirement cost adjustment, net of tax | $ 0 | $ 0 | $ 0 | 0 | 687 | 0 | 674 | $ 1,361 | |
Unrealized gain (loss) on investments, net of tax | 0 | 0 | 0 | 0 | (479) | 0 | (128) | (607) | |
Unrealized loss on interest rate swaps, net of tax | 0 | 0 | 0 | 0 | (345) | 0 | (337) | (682) | |
SDI stock-based compensation | 0 | 0 | 0 | 893 | 0 | 0 | 0 | 893 | |
Impact of Turning Point equity transactions on APIC and NCI | 0 | 0 | 0 | 2,833 | 0 | 0 | 3,995 | 6,828 | |
Impact of adoption of ASU 2018-02 | ASU 2018-02 [Member] | 0 | 0 | 0 | 0 | 12 | (12) | 0 | 0 | |
Turning Point dividend paid to noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 0 | (1,609) | (1,609) | |
Net (loss) income | 0 | 0 | 0 | 0 | 0 | 2,381 | 12,436 | 14,817 | |
Ending balance at Dec. 31, 2018 | $ 92 | $ 78 | $ (1,440) | 81,260 | (1,683) | (24,613) | 41,035 | 94,729 | |
Ending balance (in shares) at Dec. 31, 2018 | 9,156,293 | 7,801,995 | (103,492) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Vesting of SDI restricted stock | $ 0 | $ 0 | $ 0 | (452) | 0 | 0 | 0 | (452) | |
Vesting of SDI restricted stock (in shares) | 49,002 | 0 | 0 | 13,700 | |||||
Conversion of Class B common stock into Class A common stock | $ 0 | $ (1) | $ 0 | 0 | 0 | 0 | 0 | (1) | |
Conversion of Class B common stock into Class A common stock (in shares) | 100,020 | (100,020) | 0 | ||||||
Share repurchases | $ 0 | $ 0 | $ (3,501) | 0 | 0 | 0 | 0 | $ (3,501) | |
Share repurchases (in shares) | 0 | 0 | (270,491) | (270,491) | |||||
Unrecognized pension and postretirement cost adjustment, net of tax | $ 0 | $ 0 | $ 0 | 0 | (576) | 0 | (574) | $ (1,150) | |
Unrealized gain (loss) on investments, net of tax | 0 | 0 | 0 | 0 | 1,169 | 0 | 585 | 1,754 | |
Unrealized loss on interest rate swaps, net of tax | 0 | 0 | 0 | 0 | (632) | 0 | (629) | (1,261) | |
SDI stock-based compensation | 0 | 0 | 0 | 711 | 0 | 0 | 0 | 711 | |
Impact of Turning Point equity transactions on APIC and NCI | 0 | 0 | 0 | 7,180 | 0 | 0 | 7,827 | 15,007 | |
Turning Point dividend payable to noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 0 | (1,807) | (1,807) | |
Retirement of treasury stock | $ (2) | $ 0 | $ 3,838 | (3,837) | 0 | 0 | 0 | (1) | |
Retirement of treasury stock (in shares) | (292,800) | 0 | |||||||
Retirement of treasury stock (in shares) | 292,800 | ||||||||
Net (loss) income | $ 0 | $ 0 | $ 0 | 0 | 0 | (10,623) | 6,844 | (3,779) | |
Ending balance at Dec. 31, 2019 | $ 90 | $ 77 | $ (1,103) | $ 84,862 | $ (1,722) | $ (35,236) | $ 53,281 | $ 100,249 | |
Ending balance (in shares) at Dec. 31, 2019 | 9,012,515 | 7,701,975 | (81,183) |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Equity [Abstract] | ||
Unrecognized pension and postretirement cost adjustment, tax | $ 136 | $ 435 |
Unrealized gain on investments, tax | 505 | 31 |
Unrealized loss on interest rate swaps, tax | $ 377 | $ 204 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Cash flows from operating activities: | ||
Net income from continuing operations | $ 4,533 | $ 18,012 |
Net loss from discontinued operations | (8,312) | (3,195) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on extinguishment of debt | 2,267 | 2,384 |
Loss on disposal of property, plant and equipment | 7 | 0 |
Depreciation expense | 3,881 | 3,166 |
Amortization of deferred financing costs and debt discount | 4,834 | 1,433 |
Amortization of other intangible assets | 1,743 | 1,256 |
Deferred income taxes | (4,219) | 2,565 |
Stock-based compensation expense | 4,340 | 2,155 |
Turning Point impairment loss | 301 | 0 |
Turning Point non-cash lease expense | 357 | 0 |
Turning Point gain on postretirement plan termination | (4,915) | 0 |
Turning Point gain on CASH investment | (2,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,403) | 548 |
Inventories | 21,036 | (20,650) |
Other current assets | (1,083) | (4,687) |
Other assets | (2,864) | 61 |
Accounts payable | 6,551 | 2,752 |
Accrued postretirement liabilities | (168) | (97) |
Accrued liabilities and other | 796 | (423) |
Net cash provided by operating activities of continuing operations | 31,994 | 8,475 |
Net cash used in operating activities of discontinued operations | (10,834) | (8,365) |
Net cash provided by operating activities | 21,160 | 110 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (8,324) | (39,038) |
Capital expenditures | (4,830) | (2,481) |
Payments for investments | (1,421) | (2,000) |
Restricted cash, MSA escrow deposits | 29,718 | (1,241) |
Proceeds from sale of property, plant, and equipment | 123 | 0 |
Issuance of notes receivable | 0 | (6,500) |
Repayment of note receivable | 0 | 6,500 |
Net cash (used in) provided by investing activities from continuing operations | 15,266 | (44,760) |
Net cash provided by (used in) investing activities of discontinued operations | 11,870 | 13,955 |
Net cash provided by (used in) investing activities | 27,136 | (30,805) |
Cash flows from financing activities: | ||
Payments of Standard Outdoor promissory note | (1,502) | 0 |
Payments of financing costs | (8,019) | (3,286) |
Payment to terminate acquired capital lease | 0 | (170) |
Turning Point exercise of stock options | 738 | 833 |
Turning Point redemption of options | (20,528) | 0 |
Turning Point redemption of stock options | (12) | (623) |
Turning Point surrender of stock options | (84) | 0 |
Turning Point dividend to noncontrolling interests | (1,759) | (1,137) |
Proceeds from issuance of SDI stock | 0 | 6,810 |
Repurchase of SDI common shares | (4,310) | (631) |
Payments of Vapor Beast Note Payable and Vapor Shark loans | 0 | (2,000) |
Proceeds from release of restricted funds | 0 | 1,107 |
Share repurchase for tax withholdings on vesting of restricted stock | (336) | 0 |
Net cash provided by financing activities | 72,688 | 31,329 |
Net increase (decrease) in cash | 120,984 | 634 |
Cash, beginning of period: | ||
Unrestricted | 15,611 | 18,219 |
Restricted | 2,356 | 4,704 |
Discontinued operations | 5,590 | 0 |
Total cash at beginning of period | 23,557 | 22,923 |
Cash, end of period | ||
Unrestricted | 105,841 | 15,611 |
Restricted | 32,074 | 2,356 |
Discontinued operations | 6,626 | 5,590 |
Total cash at end of period | 144,541 | 23,557 |
Supplemental schedule of cash flow information: | ||
Cash paid during the period for interest | 14,047 | 15,664 |
Cash paid during the period for income taxes, net | 11,332 | 3,215 |
Supplemental schedule of noncash investing activities: | ||
Turning Point investment in General Wireless | 0 | 421 |
Supplemental schedule of noncash financing activities: | ||
SDI shares withheld on restricted stock vesting to cover income taxes | 117 | 216 |
Unsettled SDI share repurchases included in accounts payable | 0 | 809 |
Turning Point dividend to noncontrolling interests declared not paid | 481 | 454 |
Issuance of SDI and Turning Point shares in acquisition | 5,792 | 5,792 |
Issuance of promissory notes in asset purchases | 8,810 | 8,810 |
2018 First Lien Term Loan [Member] | ||
Cash flows from financing activities: | ||
Payment of term loan | (8,000) | (6,000) |
Proceeds from term loans | 0 | 160,000 |
2018 Second Lien Term Loan [Member] | ||
Cash flows from financing activities: | ||
(Payments of) proceeds from term loans, net | (40,000) | 40,000 |
2018 Revolving Credit Facility [Member] | ||
Cash flows from financing activities: | ||
(Payments of) proceeds from revolving credit facility | (26,000) | 26,000 |
Crystal Term Loan [Member] | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on extinguishment of debt | 1,000 | |
Cash flows from financing activities: | ||
(Payments of) proceeds from term loans, net | (15,000) | 14,039 |
GACP Term Loan [Member] | ||
Cash flows from financing activities: | ||
Proceeds from term loans | 25,000 | 0 |
Cash, end of period | ||
Unrestricted | 10,500 | |
Convertible Senior Notes [Member] | ||
Cash flows from financing activities: | ||
Proceeds from Convertible Senior Notes | 172,500 | 0 |
2017 Second Lien Term Loans [Member] | ||
Cash flows from financing activities: | ||
(Payments of) proceeds from term loans, net | 0 | (55,000) |
2017 Revolving Credit Facility [Member] | ||
Cash flows from financing activities: | ||
(Payments of) proceeds from revolving credit facility | 0 | (8,000) |
2017 First Lien Term Loans [Member] | ||
Cash flows from financing activities: | ||
(Payments of) proceeds from term loans, net | $ 0 | $ (140,613) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business The accompanying consolidated financial statements include the results of operations of Standard Diversified Inc. (“SDI”), a holding company, and its consolidated subsidiaries (collectively, the “Company”). SDI (f/k/a Standard Diversified Opportunities Inc., Special Diversified Opportunities Inc., and Strategic Diagnostics Inc.) was incorporated in the State of Delaware in 1990, and, until 2013, engaged in bio-services and industrial bio-detection (collectively, the “Life Sciences Business”). On July 12, 2013, SDI sold substantially all of its rights, title and interest in substantially all of its non-cash assets related to the Life Sciences Business and became a “shell company,” as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. On June 1, 2017, SDI consummated a Contribution and Exchange Transaction (the “Contribution and Exchange”) to acquire a 52.1% controlling interest in Turning Point Brands, Inc. (“Turning Point”). The transaction was accounted for as a recapitalization or reverse acquisition. Turning Point was the accounting acquirer for financial reporting purposes, notwithstanding the legal form of the transaction. As of December 31, 2019, SDI has a 50.0% ownership interest in Turning Point. On November 18, 2019, the Company announced that it intends to pursue a merger with Turning Point (the “Merger”). Pursuant to the Merger, which would be a statutory merger implemented via Delaware law and which is intended to constitute a tax-free “downstream reorganization” for U.S. federal income tax purposes, the Company would be merged with and into a wholly owned subsidiary of Turning Point with Turning Point as the survivor of the Merger. Pursuant to the Merger, holders of the Company’s common stock would receive, in return for their Company common stock, shares of the common stock of Turning Point. The details and timing of the proposed merger have not yet been determined, and there can be no assurance that any definitive agreement will be executed or that any transaction will be approved or consummated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation SDI is a holding company and its consolidated financial statements include Turning Point and its subsidiaries, Pillar General Inc. (“Pillar General”) and its subsidiaries, and Standard Outdoor LLC (“Standard Outdoor”) and its subsidiaries Turning Point is also a holding company which owns North Atlantic Trading Company, Inc. (“NATC”), and its subsidiaries and Turning Point Brands, LLC (“TPLLC”), and its subsidiaries and Turning Point Brands (Canada), Inc. (“TPBC”). Except where the context indicates otherwise, references to Turning Point include Turning Point; NATC and its subsidiaries National Tobacco Company, L.P. (“NTC”), National Tobacco Finance, LLC (“NTFLLC”), North Atlantic Operating Company, Inc. (“NAOC”), North Atlantic Cigarette Company, Inc. (“NACC”), and RBJ Sales, Inc. (“RBJ”); and TPLLC and its subsidiaries Intrepid Brands, LLC (“Intrepid”), TPB Beast, LLC (“VaporBeast”), TPB Shark, LLC, and its subsidiaries (collectively, “Vapor Shark”), TPB International, LLC and its subsidiaries (collectively, “IVG”), and Nu-X Ventures LLC (“Nu-X”). Pillar General, a wholly-owned subsidiary of the Company as of January 2, 2018, owns 100% of Interboro Holdings which is a holding company and includes the accounts of its wholly-owned subsidiaries (collectively, “Interboro”) which consist of Interboro Management, Inc., Maidstone, formerly known as AutoOne Insurance Company and AIM Insurance Agency Inc. Maidstone is domiciled in the State of New York and was a property and casualty insurance company which provided automobile insurance. Maidstone was disposed of on February 13, 2020. Standard Outdoor, a wholly-owned subsidiary of the Company, and its subsidiaries, consists of Standard Outdoor Southeast I LLC, Standard Outdoor Southeast II LLC and Standard Outdoor Southwest LLC. Standard Outdoor is an out-of-home advertising business with billboard structures located in Texas, Alabama, Georgia and Florida. The consolidated financial statements include the accounts of the Company, its subsidiaries, all of which are wholly owned. All significant intercompany transactions have been eliminated. Certain prior years’ amounts have been reclassified to conform to the current year’s presentation. The changes did not have an impact on the Company’s consolidated results of operations or cash flows in any of the periods presented. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates include but are not limited to those affecting the valuation of goodwill and other intangible assets, the adequacy of the Company’s insurance reserves, assumptions used in determining pension and postretirement benefit obligations, deferred income tax valuation allowances and the valuation of inventory, including reserves Noncontrolling Interests These consolidated financial statements reflect the application of Accounting Standards Codification (“ASC”) Topic 810, Consolidations SDI acquired a 52.1% interest in Turning Point on June 1, 2017 through the Contribution and Exchange. Amounts pertaining to the noncontrolling ownership interest held by third parties in the financial position and operating results of the Company are reported as noncontrolling interests in the accompanying consolidated financial statements. Revenue Recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP, on January 1, 2018. Turning Point Turning Point recognizes revenues, which includes excise taxes and shipping and handling charges billed to customers, net of cash discounts for prompt payment, sales returns and sales incentives, upon delivery of goods to the customer—at which time Turning Point’s performance obligation is satisfied—at an amount that Turning Point 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. Turning Point 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). Turning Point 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. Turning Point records sales incentives, which consist of consumer incentives and trade promotion activities, as a reduction in revenues (a portion of which is based on amounts estimated as being due to wholesalers, retailers and consumers at the end of the period) based principally on historical volume and utilization rates. Expected payments for sales incentives are included in accrued liabilities on the consolidated balance sheets. A further requirement of ASU 2014-09 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. Turning Point management views business performance through segments that closely resemble the performance of major product lines. Thus, the primary and most useful disaggregation of Turning Point’s contract revenue for decision making purposes is the disaggregation by segment which can be found in Note 25, “Segment Information.” An additional disaggregation of contract revenue by sales channel can be found within Note 25 as well. Standard Outdoor The Company’s out-of-home advertising revenues are primarily derived from providing advertising space to customers on its physical billboards or other outdoor structures. Standard Outdoor generally (i) owns the physical structures on which it displays advertising copy for customers, (ii) holds the legal permits to display advertising thereon, and (iii) leases the underlying sites. As of January 1, 2019, billboard display revenues are recognized under ASC 842, the lease accounting standard, as rental income on a straight-line basis over the customer lease term. Shipping Costs The Company records shipping costs incurred as a component of selling, general and administrative expenses. Shipping costs incurred were approximately $18.1 million and $15.1 million for the years ended December 31, 2019 and 2018, respectively. Research and Development and Quality Assurance Costs Research and development and quality assurance costs are expensed as incurred. These expenses, classified as selling, general and administrative expenses, were approximately $2.5 million for the years ended December 31, 2019 and 2018. Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Inventories Cost is determined using the last-in, first-out (“LIFO”) method for approximately 49.4% of the inventories and first-in, first-out (“FIFO”) for the remaining inventories as of December 31, 2019. Inventories that are measured using the LIFO method are stated at the lower of cost or market. Inventories that are measured using the FIFO method are stated at the lower of cost or net realizable value. 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. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is provided using the straight-line method over the lesser of the estimated useful lives of the assets or the life of the leases for leasehold improvements (4 to 7 years for machinery, equipment and furniture, 10 to 15 years for leasehold improvements, 15 years for billboards and up to 15 years for buildings and building improvements). Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and improvements are capitalized and depreciated over their estimated useful lives. Upon disposition of fixed assets, the costs and related accumulated depreciation amounts are relieved. Any resulting gain or loss is reflected in operations during the period of disposition. Long-lived assets are reviewed for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and Other Intangible Assets The Company follows the provisions of ASC 350, Intangibles – Goodwill and Other in accounting for goodwill and other intangible assets. Goodwill and indefinite-lived intangible assets are reviewed for impairment annually on December 31, or more frequently if certain indicators are present, in accordance with ASC 350-20-35 and ASC 350-30-35, respectively. If the carrying value of a reporting unit including goodwill exceeds its fair value, which is determined using the discounted cash flows, goodwill is considered impaired. The amount of impairment loss is measured as the difference between the carrying value and the fair value of the reporting unit, but is limited to the total goodwill allocated to the reporting unit. If the carrying value of an indefinite-life intangible asset exceeds its fair value, which is determined using discontinued cash flows or relief-from-royalty, the intangible asset is considered impaired and is reduced to fair value. For goodwill, the determination of a reporting unit’s fair value involves, among other things, the Company’s market capitalization and application of the income approach, which includes developing forecasts of future cash flows and determining an appropriate discount rate. Based on Turning Point’s annual goodwill impairment testing, the estimated fair values of each of its reporting units were in excess of the respective carrying values at December 31, 2019. Turning Point had no such impairment of goodwill or other intangible assets during the year ended December 31, 2019. However, there could be an impairment of the goodwill of Turning Point’s NewGen reporting unit if future revenues do not achieve the expected future cash flows or if macroeconomic conditions result in a future increase in the weighted average cost of capital used to estimate fair value. See Note 11, “Goodwill and Other Intangible Assets” for further details regarding the Company’s goodwill and other intangible assets as of December 31, 2019. 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 derived principally from or corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs which 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 Derivatives and Hedging comprehensive (loss) income (loss) Interest Rate Swap Agreements: (loss) (loss) Retirement Plans The Company follows the provisions of ASC 715, Compensation – Retirement Benefits in accounting for its retirement plans, which requires an employer to (i) recognize in its statement of financial position the funded status of a benefit plan, measured as the difference between the fair value of plan assets and benefit obligations; (ii) recognize, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost; and (iii) measure defined benefit plan assets and obligations as of the date of the employer’s statement of financial position. Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations using the effective interest method. Unamortized amounts are expensed upon extinguishment of the related borrowings. Deferred financing costs are presented as a direct deduction from the carrying amount of that debt liability except for deferred financing costs relating to Turning Point’s revolving credit facility, which are presented as an asset. Advertising and Promotion Advertising and promotion costs, including point of sale materials, are expensed as incurred and amounted to $12.0 million and $5.6 million for the years ending December 31, 2019 and 2018, respectively. 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. Recently, several state governors have reacted to perceived issues around nicotine vapor products by unilaterally, without regard to the legislative process, proclaiming bans on vapor products, particularly those that are flavored. Many of these executive actions have been challenged and temporarily restrained, but no assurance can be given that such state or local flavor bans will not be enacted or ultimately upheld. Depending on the number and location of such bans, such executive actions and legislation could have a material adverse effect on ’s financial position, results of operations or cash flows. Food and Drug Administration (“FDA”) continues to consider various restrictive regulations around Turning Point’s 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. There can be no assurance will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on ’s financial position, results of operations, or cash flows. Master Settlement Agreement Pursuant to the MSA and subsequent states’ statutes, a “cigarette manufacturer” (which is defined to also include MYO cigarette tobacco) has the option of either becoming a signatory to the MSA or opening, funding, and maintaining an escrow account, with sub-accounts on behalf of each settling state. The STMSA has no similar provisions. The MSA escrow accounts are governed by states’ statutes that expressly give the manufacturers the option of opening, funding, and maintaining an escrow account in lieu of becoming a signatory to the MSA. The statutes require companies who are not signatories to the MSA to deposit, on an annual basis, into qualified banks, escrow funds based on the number of cigarettes or cigarette equivalents, i.e., the pounds of MYO tobacco, sold. The purpose of these statutes is expressly stated to be to eliminate the cost disadvantage the settling manufacturers have as a result of entering into the MSA. Such companies are entitled to direct the investment of the escrowed funds and withdraw any appreciation, but cannot withdraw the principal for twenty-five years from the year of each annual deposit, except to withdraw funds deposited pursuant to an individual state’s escrow statute to pay a final judgment to that state’s plaintiffs in the event of such a final judgment against Turning Point. Either option – becoming an MSA signatory or establishing an escrow account – is permissible. Turning Point chose to open and fund an MSA escrow account as its means of compliance. It is management’s opinion, due to the possibility of future federal or state regulations, though none have to date been enacted, that entering into one or both of the settlement agreements or establishing and maintaining an escrow account would not necessarily prevent future regulations from having a material adverse effect on the results of operations, financial position, and cash flows of Turning Point. Various states have enacted or proposed complementary legislation intended to curb the activity of certain manufacturers and importers of cigarettes that are selling into MSA states without signing the MSA or who have failed to properly establish and fund a qualifying escrow account. To the best of Turning Point’s knowledge, no such statute has been enacted which could inadvertently and negatively impact Turning Point, which has been, and is currently, fully compliant with all applicable laws, regulations, and statutes. However, there can be no assurance that the enactment of any such complementary legislation in the future will not have a material adverse effect on the results of operations, financial position, or cash flows of Turning Point. Pursuant to the MSA escrow account statutes, in order to be compliant with the MSA escrow requirements, companies selling products covered by the MSA are required to deposit such funds for each calendar year into a qualifying escrow account by April 15 of the following year. At December 31, 2019, Turning Point had on deposit approximately $32.1 million, the fair value of which was approximately $32.1 million. Inputs to the valuation methodology of the MSA escrow deposits when funds are invested include unadjusted quoted prices for identical assets or liabilities in active markets at the measurement date. During 2019 no monies were deposited into this qualifying escrow account. The investment vehicles available to Turning Point are specified in the state escrow agreements and are limited to low-risk government securities. Effective April 1, 2009, the federal excise tax on MYO products was increased from $1.0969 per pound to $24.78 per pound of tobacco. With this significant increase in the federal excise tax, Turning Point discontinued its generic category of MYO. Turning Point’s Turning Point has chosen to invest a portion of the MSA escrow, from time to time, in U.S. Government securities including TIPS, Treasury Notes, and Treasury Bonds. These investments are classified as available-for-sale and carried at fair value. Realized losses are prohibited under the MSA; thus, any investment in an unrealized loss position will be held until the value is recovered, or until maturity. The following shows the fair value of the MSA escrow account: December 31, 2019 2018 (In thousands) Cost and Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents $ 32,074 $ 2,361 $ - $ - $ 2,361 Fair value level 2: U.S. Governmental agency obligations (unrealized gain position < 12 months) - 1,193 9 - 1,202 Fair value level 2: U.S. Governmental agency obligations (unrealized loss position < 12 months) - 1,000 - (3 ) 997 Fair value level 2: U.S. Governmental agency obligations (unrealized loss position > 12 months) - 27,519 - (1,529 ) 25,990 Total $ 32,074 $ 32,073 $ 9 $ (1,532 ) $ 30,550 Fair value for the U.S. Governmental agency obligations are Level 2. The following schedule shows the maturities of the U.S. Governmental agency obligations as of: (In thousands) December 31, 2018 Less than one year $ 1,499 One to five years 13,591 Five to ten years 11,152 Greater than ten years 3,470 Total $ 29,712 The following shows the amount of deposits by sales year for the MSA escrow account: (Dollar amounts in thousands) Sales Year Deposits as of December 31, 2019 2018 1999 $ 211 $ 211 2000 1,017 1,017 2001 1,673 1,673 2002 2,271 2,271 2003 4,249 4,249 2004 3,714 3,714 2005 4,553 4,552 2006 3,847 3,847 2007 4,167 4,167 2008 3,364 3,364 2009 1,619 1,619 2010 406 406 2011 193 193 2012 199 199 2013 173 173 2014 143 143 2015 101 101 2016 91 91 2017 83 83 Total $ 32,074 $ 32,073 Federal Excise Taxes: Product Category Cigarette and Tobacco Rates effective April 1, 2019 Cigarettes $1.0066 per pack Large Cigars 52.75% of manufacturer’s price; cap of $0.4026 per cigar Little Cigars $1.0066 per pack Pip Tobacco (including Shisha) $2.8311 per pound Chewing Tobacco $0.5033 per pound Snuff $1.51 per pound RYO/MYO and Cigar Wrappers $24.78 per pound Cigarette Papers $0.0315 per 50 papers Cigarette Tubes $0.063 per 50 tubes Any future enactment of increases in federal excise taxes on Turning Point’s products could have a material adverse effect on the results of operations or financial condition of the Company. The Company is unable to predict the likelihood of passage of future increases in federal excise taxes. As of December 31, 2019, federal excise taxes are not assessed on e-cigarettes and related products. As of December 31, 2019, nearly half of the states and certain localities impose excise taxes on electronic cigarettes and/or liquid vapor. In addition, there are several local taxing jurisdictions with an excise tax on e-cigarettes. Several states have also implemented additional measures on e-cigarettes, such as licensing requirements. Food and Drug Administration: cigars, pipe tobacco, e-cigarettes, vaporizers, and e-liquids as “deemed” tobacco products under the FSPTCA. The FDA assesses tobacco product user fees on 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. 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); (iii) pipe tobacco; (iv) hookah 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 Turning Point’s Under the deeming regulations, 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 three pathways for obtaining premarket authorization, including submission of a premarket tobacco product application (“PMTA”). When the FDA initially issued the deeming regulations, it recognized that many products in the deemed categories that were already on the market qualified as “new tobacco products” and lacked a marketing order. In August 2017, the FDA issued a compliance policy (the “August 2017 Guidance”) that allowed new tobacco products to remain on the market without an FDA authorization until specified deadlines had passed. Under the August 2017 Guidance, compliance dates vary depending upon the type of application submitted, but all newly-deemed products require an application no later than August 8, 2021, for “combustible” products (e.g. cigar and pipe), and August 8, 2022, for “non-combustible” products (e.g. vapor products) with the exception of “grandfathered” products (products in commerce as of February 15, 2007) which are already authorized. On March 27, 2018, several public health organizations filed a lawsuit (the “Maryland Lawsuit”) challenging the August 2017 Guidance. The plaintiffs asserted, among other arguments, that the modification to the deeming regulations included in the August 2017 Guidance conflicts with the TCA and exceeds FDA’s statutory authority. The plaintiffs also expressed concern that the August 2017 Guidance allows vapor products to remain marketed for a significant period of time without required premarket review. The court found in favor of the plaintiffs in May 2019 and vacated the August 2017 Guidance. On July 12, 2019, the court issued its remedy order (the “Remedy Order”). Specifically, the court ordered that: (1) for all deemed new tobacco products, marketers must file applications within 10 months of the Remedy Order to continue marketing such products; (2) such a product may remain on the market pending FDA review of a timely filed application for a period not to exceed one year from the date of the application’s submission; (3) in its discretion, the FDA may enforce the premarket review requirements against such products for which marketers do not file applications within 10 months; and (4) the FDA will have the ability to exempt deemed new tobacco products from these application submission requirements for good cause, on a case-by-case basis. On October 24, 2019, FDA filed a Notice of Appeal from the Remedy Order and other actions adverse to FDA. The court-ordered modification to the compliance policy remains subject to change as a result of potential appeals or litigation brought or pending in other venues. Currently, the deadline to submit an application and to continue marketing a deemed new product remains May 12, 2020. In January, the FDA indicated it intended to maintain this deadline irrespective of the outcome of the pending appeal in the Maryland Lawsuit. On September 11, 2019, President Donald Trump and the Department of Health and Human Services Secretary, Alex Azar, indicated FDA would adopt a regulatory policy restricting all flavors in vapor products. In January 2020, FDA issued a Guidance document (the “January 2020 Guidance”) that stated it would be prioritizing enforcement of several categories of electronic nicotine delivery system (“ ”) As a result of the Remedy Order and subsequent January 2020 Guidance, Turning Point would not be permitted to continue marketing its existing line of vapor products that the FDA regulates as tobacco products past May 12, 2020, unless Turning Point files an application for each such product by that date. Turning Point expects to be able to make appropriate PMTA applications by the deadlines and to supplement and complete the applications within FDA’s discretionary timeline. 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. On September 25, 2019, FDA published a proposed rule outlining certain required elements of PMTA filings. This rule is not yet final, and its requirements may shift before being finalized. Turning Point believes it has products that meet the requisite standard and that Turning Point will be able to efficiently produce satisfactory PMTA filings. However, there is no assurance that the FDA’s guidance or ultimate regulation will not change, the Remedy Order will not be altered or that unforeseen circumstances will not arise that prevent Turning Point from filing applications or otherwise increase the amount of time and money Turning Point is required to spend to successfully file all necessary PMTAs. Even if Turning Point successfully files all of its PMTAs in a timely manner, no assurance can be given that the applications will ultimately be successful. Given the shorter time frame mandated by the Remedy Order, which if not amended or successfully appealed, may result in the prioritization of meeting requisite deadlines by selecting high priority SKUs in Turning Point’s inventory position, and future revenues may be adversely impacted. In addition, Turning Point currently distributes many third-party manufactured vapor products for which Turning Point will be completely dependent on the manufacturer complying with the premarket filing requirements. There can be no assurances that some products that we currently distribute will be able to be sold to end consumers after May 2020. While Turning Point will take measures to pursue regulatory compliance for its 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 Turning Point, which could adversely affect the Company’s results of operations and liquidity. Consumer Product Safety Commission (“CPSC”): On July 26, 2016, the CPSC began requiring that e-liquid containers be packaged in child-resistant packaging, as outlined in the Poison Prevention Packaging Act. Turning Point may not able to predict whether additional packaging requirements will be necessary for its e-liquid products in the future. Stock-Based Compensation The Company measures stock-based compensation costs related to its stock options on the fair value based method under the provisions of ASC 718, Compensation – Stock Compensation. The fair value based method requires compensation cost for stock options to be recognized over the requisite service period based on the fair value of stock options granted. The Company determined the fair value of these awards using the Black-Scholes option pricing model. Additionally, Turning Point grants performance-based restricted stock units (“PRSU”) subject to both Turning Point Turning Point Asset Retirement Obligations The Company records obligations associated with the retirement of tangible long-lived assets, such as advertising structures, in the period in which the assets are acquired. The liability is capitalized as part of the related long-lived asset’s carrying amount. Over time, accretion of the liability is recognized as an operating expense and the capitalized costs is depreciated over the expected useful life of the related asset. The Company’s asset retirement obligations relate primarily to the dismantlement and removal of the structure, and site reclamation on leased properties. The Company’s management determined a minimum estimated cost to be incurred per billboard structure based on historical experience with respect to the dismantling of the structures and the reclamation of the sites. The Company will continue to assess the adequacy of this liability on a regular basis. Income tax policy The Company records the effects of |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations As of February 13, 2020, as a result of the approval of the Order of Liquidation, the control and net assets of Maidstone vested with the NYS Liquidation Bureau. The Company determined that the disposal of Maidstone and its Insurance segment operations represented a strategic shift that had a major effect on the Company’s results of operations and, as a result, reported the disposal as discontinued operations. As such, amounts related to the Insurance Segment presented on the consolidated balance sheets as of December 31, 2019 and 2018 and consolidated statements of (loss) income for the year ended December 31, 2019 and the period from January 2, 2018 to December 31, 2018 have been reclassified as discontinued operations. During the year ended December 31, 2019, the Company recorded impairment charges of $0.8 million and $2.0 million related to the full impairment of the goodwill and intangible asset balances, respectively, in its Insurance segment, which have The related assets and liabilities of the Insurance Segment are presented as assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2019 and 2018. The following table provides details of the carrying amounts of major classes of assets and liabilities related to discontinued operations as of December 31, 2019 and 2018: (In thousands) December 31, 2019 December 31, 2018 ASSETS OF DISCONTINUED OPERATIONS Cash and cash equivalents $ 6,626 $ 5,590 Fixed maturities available for sale, at fair value; amortized cost 21,680 32,132 Equity securities, at fair value 1,075 693 Premiums receivable 2,440 5,858 Property, plant and equipment, net 208 302 Right-of-use assets 13 - Intangible assets, net - 2,075 Deferred policy acquisition costs 993 2,279 Goodwill - 757 Other assets 913 2,483 Total assets $ 33,948 $ 52,169 LIABILITIES OF DISCONTINUED OPERATIONS Reserves for losses and loss adjustment expenses $ 25,393 $ 27,330 Unearned premiums 5,818 12,707 Advance premium collected 318 500 Accrued expenses 891 - Accrued liabilities - 1,785 Current portion of operating lease liabilities 34 - Deferred tax liabilities - 420 Other long-term liabilities 847 716 Total liabilities $ 33,301 $ 43,458 The following table provides details of the amounts reflected in loss from discontinued operations, net of tax in the consolidated statements of (loss) income for the year ended December 31, 2019 and the period from January 2, 2018 to December 31, 2018: Year Ended December 31 (In thousands) 2019 2018 Revenues: Insurance premiums earned $ 25,072 $ 28,648 Net investment income 935 851 Other income 964 1,158 Total revenues of discontinued operations 26,971 30,657 Operating costs and expenses: Incurred losses and loss adjustment expenses 24,350 25,221 Impairment loss on goodwill and other intangibles 2,826 - Other operating expenses 8,527 8,631 Total operating costs and expenses 35,703 33,852 Operating loss of discontinued operations (8,732 ) (3,195 ) Loss before income taxes (8,732 ) (3,195 ) Income tax benefit 420 - Net loss of discontinued operations, net of tax $ (8,312 ) $ (3,195 ) The components of cash flow provided by or used in operating, investing and financing activities resulting from discontinued operations are presented as separate line items on the accompanying consolidated statements of cash flows for the year ended December 31, 2019 and the period from January 2, 2018 to December 31, 2018. Acquisition of Maidstone On January 2, 2018, the Company acquired all the outstanding capital stock of Interboro for cash consideration of $2.5 million. Under the name Maidstone Insurance Company, Maidstone offered personal automobile insurance, primarily in the state of New York. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible and identifiable intangible assets acquired, and liabilities assumed were recorded at fair value as of the date of acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition: (In thousands) At January 2, 2018 as reported (final) Fixed maturities available for sale $ 25,386 Cash and cash equivalents 12,795 Investment income due and accrued 203 Premiums receivable 7,158 Property, plant and equipment 408 Intangible assets 2,100 Other assets 615 Reserves for losses and loss adjustment expenses (30,672 ) Unearned premiums (12,784 ) Advance premium collected (651 ) Deferred tax liability (420 ) Other liabilities (2,395 ) Total net assets acquired 1,743 Consideration exchanged 2,500 Goodwill $ 757 Accounting Policies of Discontinued Operations Revenue recognition Maidstone recognized revenue from insurance contracts, including premiums and fees, under the guidance in ASC 944, Financial Services-Insurance Premiums Fixed Maturity Securities Investments in fixed maturity securities including bonds, loan-backed and structured securities were classified as available-for-sale and reported at fair value. Significant changes in prevailing interest rates and other economic conditions may adversely affect the timing and amount of cash flows on fixed income investments, as well as their related fair values. Fixed maturities are recorded on a trade date basis. Amortization of bond premium and accretion of bond discount are calculated using the scientific method. Changes in fair values of these securities, after deferred income tax effects, are reflected as unrealized gains or losses in accumulated other comprehensive (loss) income. Realized gains and losses from the sale of investments are calculated as of the trade date in the consolidated statements of (loss) income and comprehensive (loss) income and are based upon the specific identification of securities sold. Investment income consists of interest and is reported net of investment expenses. Prepayment assumptions are considered when determining the amortization of discount or premium for loan-backed and structured securities. An investment is considered impaired when the fair value of the investment is less than its cost or amortized cost. When an investment is impaired, the Company must decide as to whether the impairment is other than temporary (“OTTI”). With respect to an investment in an impaired fixed maturity security, OTTI occurs if the Company (a) intends to sell the fixed maturity security, (b) more likely than not will be required to sell the fixed maturity security before its anticipated recovery, or (c) it is probable that the Company will be unable to collect all amounts due to the recovery of the entire cost basis of the security. The Company conducts a periodic review to identify and evaluate securities having OTTI, which include the above factors as well as the following: (1) the likelihood of the recoverability of principal and interest for fixed maturity securities (i.e., whether there is a credit loss); (2) the length of time and extent to which the fair value has been less than amortized cost for fixed maturity securities; and (3) the financial condition, near term and long-term prospects for the issuer, including the relevant industry conditions and trends, and implications of rating agency actions and offering prices. If the Company intends to sell the fixed maturity security, or will more likely than not be required to sell the fixed maturity security before the anticipated recovery, a loss in the entire amount of the impairment is reflected in net investment gains (losses) in net income (loss). If the Company determines that it is probable it will be unable to collect all amounts and the Company has no intent to sell the fixed maturity security, a credit loss is recognized in net investment gains (losses) in net income (loss) to the extent that the present value of expected cash flows is less than the amortized cost basis; any difference between fair value and the new amortized cost basis (net of the credit loss) is reflected in other comprehensive (loss) income, net of applicable income taxes. Upon recognizing an OTTI, the new cost basis of the security is the previous amortized cost basis less the OTTI recognized in net investment gains (losses). The new cost basis is not adjusted for any subsequent recoveries in fair value; however, for fixed maturity securities, the difference between the new cost basis and expected cash flows is accreted to net investment gains (losses) over the remaining expected life of the investment. Equity Securities The Company’s equity investments were carried at fair value with changes in fair value recognized in income. Unrealized gains and losses on equity securities are recorded in the consolidated statements of (loss) income. The Company had net unrealized gains on equity securities of $0.1 million, which were included in net investment income in the table above for the year ended December 31, 2019. For the year ended December 31, 2018, the Company had net unrealized holding losses on equity securities of $0.1 million, which were included in net investment income in the table above. Deferred Policy Acquisition Costs Policy acquisition costs, which vary with and were directly related to the production of successful new business, are deferred. The costs deferred consist principally of commissions and policy issuance costs and are amortized into expense as the related premiums are earned. The activity of the deferred policy acquisition costs (“DAC”) accounts was as follows: (In thousands) For the year ended December 31, 2019 For the period ended December 31, 2018 DAC asset at beginning of period $ 2,279 $ - Deferred expenses 3,068 5,097 Amortized expenses (4,354 ) (2,818 ) DAC asset at end of period $ 993 $ 2,279 The Company, utilizing assumptions for future expected claims, premium rate increases and interest rates, reviews the recoverability of its DAC on a periodic basis. If the Company determines that the future gross profits of its in-force policies are not sufficient to recover its DAC, the Company recognizes a premium deficiency by charging any unamortized acquisition costs to expense to the extent required in order to eliminate the deficiency. If the premium deficiency exceeds the unamortized acquisition costs, then a liability is accrued for the excess deficiency. The Company anticipates investment income as a factor in its premium deficiency reserve calculation. Premiums Receivable Premiums and agents’ balances in the course of collection are reported at the amount management expects to collect from outstanding balances. Past due amounts are determined based on contractual terms. Maidstone provided an allowance for doubtful accounts based upon review of outstanding receivables and historical collection information Maidstone recorded an allowance for doubtful accounts of less than $30,000 as of December 31, 2019 and 2018. Investment Income Due and Accrued Investment income consisted of interest, which is recognized on an accrual basis. Due and accrued income is not recorded on fixed maturity securities in default and on delinquent fixed maturities where collection of interest is improbable. As of December 31, 2019, no investment income amounts were excluded from the Company balances. Incurred Losses and Loss Adjustment Expenses Incurred losses and loss adjustment expenses (“LAE”) were charged to operations as incurred. The liability for losses and LAE was based upon individual case estimates for reported claims and a factor for incurred but not reported (“IBNR”) claims. Losses, LAE and related liabilities are reported net of estimated salvage and subrogation. Inherent in the estimate of ultimate losses and LAE are expected trends in claim severity and frequency and other factors which may vary significantly as claims are settled; however, management believes that its aggregate provision for losses and LAE at December 31, 2019 is reasonable and adequate to meet the ultimate net cost of covered losses, but such provision is necessarily based on estimates and the ultimate net cost may vary significantly from such estimates. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. Insurance Company Assessments Assessments from various state insurance departments are incurred by the insurance company in the normal course of business. Assessments based upon premium volumes are accrued during the year while non-premium assessments are expensed in the period they are reported to the insurance company. During the year ended December 31, 2019, the Company recorded $0.3 million in premium based assessments from New York State, which were recorded in other operating expenses in the table above. There were no significant assessments incurred during the year ended December 31, 2018. Reinsurance The Company accounts for reinsurance in accordance with the accounting guidance concerning the accounting and reporting for reinsurance of short-duration contracts. Management believes the Company’s reinsurance arrangements qualify for reinsurance accounting. Reinsurance premiums, losses, LAE and commissions were accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company relies on ceded reinsurance to limit its insurance risk. Reinstatement premiums for the Company’s insurance operations were recognized at the time a loss event occurs, where coverage limits for the remaining life of the contract are reinstated under pre-defined contract terms. The accrual of reinstatement premiums was based on an estimate of losses and LAE, which reflects management’s judgment. Amounts recoverable from reinsurers are estimated and recognized in a manner consistent with the claims liabilities arising from reinsured policies and incurred but not reported losses. In entering into reinsurance agreements, management considers a variety of factors including the creditworthiness of reinsurers. In preparing consolidated financial statements, management makes estimates of amounts recoverable from reinsurers, which include consideration of amounts, if any, estimated to be uncollectible. As of December 31, 2019, no amounts were deemed to be uncollectible from reinsurers. As changes in the estimated ultimate liability for loss and LAE are determined, ceded reinsurance premiums may also change based on the terms of the reinsurance agreements. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. Income tax policy The Company’s insurance subsidiary was taxed at the Federal corporate level applying special rules applicable to property and casualty insurance companies. The insurance company was generally exempt from corporate income tax under state tax law. In lieu of corporate income tax, the insurance company paid a premium tax based on a percentage of direct annual premiums written in each state. The insurance subsidiary will be included in SDI’s consolidated tax return. Deferred income taxes are recorded for temporary differences in reporting certain transactions for financial statement and income tax purposes, principally deferred policy acquisition costs, loss and LAE reserves and net operating losses. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities result from temporary differences between the amounts recorded in the financial statements and the tax basis of the Company’s assets and liabilities. As a part of the Company’s impairment of other indefinite lived intangible assets the Company reversed its deferred tax liability recorded as a part of the purchase of Maidstone during the year ended December 31, 2019. The reversal decreased deferred income taxes by $0.4 million and provided an income tax benefit of $0.4 million included in net loss from discontinued operations on the consolidated statements of (loss) income for the year ended December 31, 2019. Investments Reclassified to Discontinued Operations Debt Securities The Company classified all of its investments in fixed maturity debt securities held by Maidstone as available-for-sale and, accordingly, they were carried at estimated fair value. The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of: (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2019 U.S. Treasury and U.S. Government $ 11,253 $ 30 $ - $ 11,283 U.S. Tax-exempt municipal 2,508 76 - 2,584 Corporate 3,907 82 - 3,989 Mortgage and asset-backed securities 3,760 64 - 3,824 Total Fixed Maturity Securities $ 21,428 $ 252 $ - $ 21,680 December 31, 2018 U.S. Treasury and U.S. Government $ 4,338 $ - $ (34 ) $ 4,304 U.S. Tax-exempt municipal 4,645 4 (25 ) 4,624 Corporate 14,858 16 (193 ) 14,681 Mortgage and asset-backed securities 8,633 10 (120 ) 8,523 Total Fixed Maturity Securities $ 32,474 $ 30 $ (372 ) $ 32,132 Amortized cost and fair value of fixed maturity securities at December 31, 2019 and 2018 by contractual maturity are shown below. The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2019 December 31, 2018 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 3,695 $ 3,698 $ 748 $ 745 Due after one year through five years 12,600 12,720 13,719 13,600 Due after five years through ten years 1,488 1,553 9,027 8,917 Due after ten years - - 347 347 Mortgage and asset-backed securities 3,645 3,709 8,633 8,523 Total $ 21,428 $ 21,680 $ 32,474 $ 32,132 The Company used the services of its investment manager, which uses a proprietary model for loss assumptions and widely accepted models for prepayment assumptions in valuing mortgage-backed and asset-backed securities with inputs from major third-party data providers. The models combine the effects of interest rates, volatility, and prepayment speeds based on various scenarios (Monte Carlo simulations) with resulting effective analytics (spreads, duration, convexity) and cash flows on a monthly basis. Credit sensitive cash flows are calculated using proprietary models, which estimate future loan defaults in terms of timing and severity. Model assumptions are specific to asset class and collateral types and are regularly evaluated and adjusted where appropriate. Fixed maturity securities that were in an unrealized loss position and the length of time that such securities have been in an unrealized loss position, as measured by their prior 12-month fair values, are as follows as of: Less Than 12 Months 12 Months or More Total (In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses December 31, 2019 Bonds: U.S. Treasury and U.S. Government $ 3,698 $ (386 ) $ - $ - $ 3,698 $ (386 ) Mortgage and asset-backed securities - - 59 (32 ) 59 (32 ) Total fixed maturities available for sale $ 3,698 $ (386 ) $ 59 $ (32 ) $ 3,757 $ (418 ) December 31, 2018 Bonds: U.S. Treasury and U.S. Government $ 4,304 $ (34 ) $ - $ - $ 4,304 $ (34 ) U.S. Tax-exempt municipal 4,285 (25 ) - - 4,285 (25 ) Corporate bonds 10,306 (193 ) - - 10,306 (193 ) Mortgage and asset-backed securities 6,717 (120 ) - - 6,717 (120 ) Total fixed maturities available for sale $ 25,612 $ (372 ) $ - $ - $ 25,612 $ (372 ) The Company has evaluated the unrealized losses on the fixed maturity securities and determined that they are not attributable to credit risk factors. For fixed maturity securities, losses in fair value are viewed as temporary if the fixed maturity security can be held to maturity and it is reasonable to assume that the issuer will be able to service the debt, both as to principal and interest. The Company did not recognize OTTI losses during the year ended December 31, 2019 or for the period ended December 31, 2018. Equity Securities The Company’s equity investments are carried at fair value with changes in fair value recognized in income. Net investment income The components of net investment income for the year ended December 31, 2019 and for the period ended December 31, 2018 are as follows: (In thousands) For the Year Ended December 31, 2019 For the period from January 2, 2018 to December 31, 2018 Investment income: Bonds $ 777 $ 699 Common stocks 51 16 Preferred stocks 45 18 Cash and cash equivalents 100 138 Other asset investments 27 72 Total investment income 1,000 943 Less: Investment expenses (65 ) (92 ) Net investment income $ 935 $ 851 For the year ended December 31, 2019, Maidstone realized $0.4 million of capital gains and less than $20,000 of capital losses. For the period from January 2, 2018 to December 31, 2018, Maidstone realized less than $10,000 in capital gains and capital losses. Fair value disclosures The following tables show how Maidstone’s investments are categorized in the fair value hierarchy as of: (In thousands) Level 1 Level 2 Level 3 Total Fair Value December 31, 2019 Common stock $ 255 $ - $ - $ 255 Preferred stocks - 820 - 820 Total equities: $ 255 $ 820 $ - $ 1,075 Fixed maturities: U.S. treasury and U.S. government $ 11,283 $ - $ - $ 11,283 U.S. tax-exempt municipal - 2,584 - 2,584 Corporate - 3,989 - 3,989 Mortgage and asset-backed securities - 3,824 - 3,824 Total fixed maturities $ 11,283 $ 10,397 $ - $ 21,680 December 31, 2018 Common stock $ 227 $ - $ - $ 227 Preferred stocks - 466 - 466 Total equities: $ 227 $ 466 $ - $ 693 Fixed maturities: U.S. treasury and U.S. government $ 4,304 $ - $ - $ 4,304 U.S. tax-exempt municipal - 4,624 - 4,624 Corporate - 14,681 - 14,681 Mortgage and asset-backed securities - 8,523 - 8,523 Total fixed maturities $ 4,304 $ 27,828 $ - $ 32,132 There were no transfers between levels during the year ended December 31, 2019 or for the period ended December 31, 2018. Summary of significant valuation techniques for assets and liabilities measured at fair value on a recurring basis Level 1 inputs- Level 2 inputs- Restricted Assets The Company was required to maintain assets on deposit, which primarily consisted of cash or fixed maturities, with various regulatory authorities to support its insurance operations. The Company’s insurance subsidiaries maintained assets in trust accounts as collateral for or guarantees for letters of credit to third parties. As of December 31, 2019 and 2018, the carrying value of deposits the Company had on deposit with U.S. regulatory authorities was $2.8 million. Liability for Losses and Loss Adjustment Expenses Reclassified to Discontinued Operations Maidstone estimated reserves for both reported and unreported unpaid losses that have occurred on or before the balance sheet date that will need to be paid in the future. Reserves for unpaid losses fall into two categories: case reserves and reserves for claims incurred but not reported, or “IBNR”. Case reserves were established within the claims department on an individual-case basis for all accidents reported. When a claim was reported, an automatic minimum case reserve was established for that claim type that represents our initial estimate of the losses that will ultimately be paid on the reported claim. The initial estimate for each claim is based upon averages of loss payments for prior closed claims made for that claim type. Claims personnel perform an evaluation of the type of claim involved, the circumstances surrounding each claim and the policy provisions relating to the loss and consequentially adjust the reserves as necessary. As claims mature, management increases or decreases the case reserve estimates as deemed necessary by the claims department based upon additional information received regarding the loss and any other information gathered while reviewing claims. IBNR was applied as a bulk reserve, which cannot be allocated to particular claims, but are necessary to estimate ultimate losses on reported and unreported claims. Management estimates IBNR reserves by projecting ultimate losses using industry accepted actuarial methods, mentioned below, and then deducting actual loss payments and case reserves from the projected ultimate losses. Management calculates estimates of ultimate losses by using the following actuarial methods. Management separately calculates the methods using paid loss data and incurred loss data. In the versions of these methods based on incurred loss data, the incurred losses are defined as paid losses plus case reserves. Management also evaluates ultimate losses based on claim type. In the auto industry, claim type is based on coverage; i.e. bodily injury, uninsured motorist, property damage, personal injury protection and physical damage. • Incurred Development Method - The incurred development method is based upon the assumption that the relative change in a given year’s incurred loss estimates from one evaluation point to the next is similar to the relative change in prior years’ reported loss estimates at similar evaluation points. • Paid Development Method - The paid development method is similar to the incurred development method, simply using paid triangles to calculate development factors. • Incurred Bornhuetter-Ferguson (“BF”) Method - The Incurred BF Method uses an estimated loss ratio for a particular year, and is weighted against the portion of the year’s claims that have been reported, based on historical incurred loss development patterns. The estimate of required reserves assumes that the remaining unreported portion of a particular year will pay out at a rate consistent with the estimated loss ratio for that year. • Paid Bornhuetter-Ferguson (“BF”) Method - The Paid BF Method uses an estimated loss ratio for a particular year, and is weighted against the portion of the year’s claims that have been paid, based on historical paid loss development patterns. The estimate of required reserves assumes that the remaining unpaid portion of a particular year will pay out at a rate consistent with the estimated loss ratio for that year. Maidstone’s best estimate of required reserves was generally based on an average of the methods above, with appropriate weighting of the various methods based on claim type and year. Maidstone engages an independent external actuarial specialist (the “Actuary”) to calculate its recorded reserves on a quarterly basis since the second quarter 2019. The Actuary estimates a range of ultimate losses, along with a range and recommended central estimate of IBNR reserve amounts. Maidstone’s carried IBNR reserves were based on an internal actuarial analysis and reflect management’s best estimate of unpaid loss and LAE liabilities. The following tables are loss reserve development tables that illustrate the change over time of reserves established for claim and allocated claim adjustment expenses arising from short-duration insurance contracts. Insurance contracts are considered to be short-duration contracts when the contracts are not expected to remain in force for an extended period of time. The Incurred Claim and Allocated Claim Adjustment Expenses tables, reading across, show the cumulative net incurred claim and allocated claim adjustment expenses relating to each accident year at the end of the stated calendar year. Changes in the cumulative amount across time are the result of Maidstone’s expanded awareness of additional facts and circumstances that pertain to the unsettled claims. The Cumulative Paid Claim and Allocated Claim Adjustment Expenses tables, reading across, show the cumulative amount paid for claims in each accident year as of the end of the stated calendar year. Auto Insurance Tables in thousands (except number of reported claims) Auto: Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the years ended December 31, As of December 31, 2019 Unaudited Audited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Net IBNR Reserve Reported Claims 2010 $ 54,887 $ 57,194 $ 56,990 $ 57,281 $ 57,105 $ 56,872 $ 56,254 $ 56,084 $ 56,030 $ 56,035 $ 53 12,355 2011 47,570 44,500 44,184 43,752 43,548 42,908 42,817 42,830 42,934 62 9,351 2012 26,106 25,378 25,572 25,308 25,066 24,743 24,718 24,784 60 5,252 2013 15,997 15,605 15,951 15,830 15,727 15,681 15,734 36 3,455 2014 12,270 12,282 11,973 11,931 11,929 12,123 45 3,409 2015 15,840 15,562 15,421 15,149 15,405 159 4,758 2016 30,996 32,128 32,469 34,060 448 8,311 2017 23,331 25,096 26,697 1,402 7,030 2018 16,956 20,744 3,409 5,625 2019 16,714 4,847 3,881 Total $ 240,858 $ 265,230 $ 10,521 Auto: Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the years ended December 31, Unaudited Audited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 $ 25,764 $ 45,769 $ 51,501 $ 53,932 $ 54,938 $ 55,481 $ 55,328 $ 55,619 $ 55,683 $ 55,717 2011 20,259 34,495 39,391 41,338 42,166 42,116 42,443 42,545 42,772 2012 12,411 19,975 22,590 23,821 23,784 24,100 24,431 24,510 2013 7,685 12,103 13,985 14,674 15,223 15,417 15,556 2014 5,971 9,101 9,870 10,576 11,371 11,807 2015 8,002 8,917 10,862 13,283 14,391 2016 15,980 23,545 27,582 31,034 2017 14,477 18,922 22,733 2018 11,237 15,146 2019 9,085 Total $ 220,473 $ 242,751 Auto: Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses as of: December 31, 2019 2018 Unpaid Loss and Allocated Loss Adjustment Expense, Net of Reinsurance, for years presented $ 22,266 $ 24,248 Unpaid Loss and Loss Adjustment Expense, Net of Reinsurance, for years prior to 2010 393 97 Unpaid Unallocated Loss Adjustment Expense 2,734 2,955 Unpaid Losses and Loss Adjustment Expenses $ 25,393 $ 27,300 The following is supplementary information about average historical claims duration: Auto: Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance as of December 31, 2019 (Unaudited) Years 1 2 3 4 5 6 7 8 9 10 49.6 % 22.6 % 11.5 % 8.7 % 3.3 % 1.0 % 0.4 % 0.3 % 0.3 % 0.1 % Homeowners’ Insurance Tables in thousands (except number of reported claims) Homeowners’: Incurred claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the years ended December 31, Unaudited Audited As of December 31, 2019 Accident Year 2014 2015 2016 2017 2018 2019 Net IBNR Reserves Reported Claims 2014 $ 2 $ 2 $ 2 $ 2 $ 2 $ 2 $ - 3 2015 597 580 580 580 580 - 41 2016 524 523 524 524 - 27 2017 - - - - - 2018 42 45 3 7 2019 286 32 15 Total $ 1,148 $ 1,437 $ 35 Homeowners’: Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Unaudited Audited Accident Year 2014 2015 2016 2017 2018 2019 2014 $ - $ 1 $ 2 $ 2 $ 2 $ 2 2015 304 580 580 580 580 2016 524 524 524 524 2017 - - - 2018 11 42 2019 185 Total $ 1,117 $ 1,333 Homeowners’: Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses as of: December 31, 2019 2018 Unpaid Loss and Allocated Loss Adjustment Expense, Net of Reinsurance, for years presented $ 104 $ 30 Unpaid Loss and Loss Adjustment Expense, Net of Reinsurance, for years prior to 2010 - - Unpaid Unallocated Loss Adjustment Expense - - Unpaid Losses and Loss Adjustment Expenses $ 104 $ 30 The following is supplementary information about average historical claims duration: Homeowners’ Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance as of December 31, 2019 (Unaudited) Years 1 2 3 4 5 6 7 8 9 10 48.9 % 34.0 % 0.8 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % The following table summarizes the net outstanding liabilities based on the tables above as of: December 31, (In thousands) 2019 2018 Net Outstanding Liabilities: Auto $ 22,555 $ 24,345 Homeowners’ 104 30 Liability for unpaid claims and claims adjustment expenses, net of reinsurance 22,659 24,375 Reinsurance recoverable on unpaid claims: Auto - - Homeowners’ - - Total reinsurance recoverable on unpaid claims - - Unallocated claims adjustment expenses 2,734 2,955 Total gross liability for unpaid claims and claims adjustment expenses $ 25,393 $ 27,330 Activity in the liability for losses and LAE is summarized as follows: (In thousands) For the Year Ended December 31, 2019 For the Period from January 2, 2018 to December 31, 2018 Reserve for losses and LAE at beginning of period $ 27,330 $ 30,672 Provision for claims, net of insurance: Incurred related to: Prior year 3,918 - Current year 13,187 25,223 Total incurred 17,105 25,223 Deduct payment of claims, net of reinsurance: Paid related to: Prior year 14,603 14,176 Current year 4,439 14,389 Total paid 19,042 28,565 Reserve for lo |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions [Abstract] | |
Acquisitions | Note 4. Acquisitions Standard Outdoor On January 18, 2018, the Company, through Standard Outdoor, completed an asset acquisition consisting of 83 billboard structures located in Alabama, as well as the ground leases and advertising contracts relating to such billboard structures for consideration with a fair value of approximately $9.7 million, of which $4.0 million was paid in cash and the remainder is payable under a promissory note with a face value of $6.5 million, net of a fair value discount of $0.9 million. A principal payment of $1.0 million on the promissory note is payable January 1 of each year, beginning with a payment that was made on January 1, 2020 and ending January 1, 2022, with a $3.5 million final principal payment on January 1, 2023. The promissory note has a 5% fixed interest rate and interest is payable quarterly. The purchase price was primarily attributed to property, plant and equipment consisting of the billboard structures. In conjunction with the asset acquisition, the Company established an asset retirement obligation of $1.0 million. On February 20, 2018, the Company, through Standard Outdoor, completed an asset acquisition consisting of 86 billboard structures located in Georgia and Florida, as well as the ground leases and advertising contracts relating to such billboard structures for consideration with a fair value of approximately $6.8 million, of which $3.2 million was paid in cash, $0.2 million was paid with the Company’s Class A common shares and the remainder is payable under a promissory note with a face value of $3.5 million, net of a fair value discount of $0.3 million. Principal payments began on March 1, 2019, with the remaining principal paid down monthly through March 1, 2022. The promissory note has a 5% fixed interest rate and interest is payable monthly starting March 1, 2019. The purchase price was primarily attributed to property, plant and equipment consisting of the billboard structures. In conjunction with the asset acquisition, the Company established an asset retirement obligation of $1.0 million. On May 7, 2019, the Company, through Standard Outdoor, completed an asset acquisition consisting of six billboard structures located in Georgia, as well as the ground leases and advertising contracts relating to such billboard structures, for total consideration of $0.6 million, paid in cash. In conjunction with the asset acquisition, the Company established an asset retirement obligation of $0.1 million. Acquisitions by Turning Point Solace Technologies In July 2019, Turning Point purchased the assets of E-Vape 12, Inc and Solace Technologies LLC (“Solace”) for $9.4 million in total consideration, comprised of $7.7 million in cash, $1.1 million earn-out fair value, and $0.5 million holdback for 18 months, which was adjusted by $0.2 million for a working capital deficiency. The earn-out consists of 44,295 shares of Turning Point’s common stock to be issued to the former owners upon the achievement of certain annual milestones. Immediately following the acquisition, 88,582 performance based restricted stock units with a fair value of $4.62 million were issued to former owners who became employees. Solace is an innovative product development company that has grown from the creator of one of the leading vape juice brands in the industry into a leader of alternative ingredients product development. Turning Point intends to incorporate Solace’s innovative products as well as the legacy vapor products into its Nu-X development engine. As of December 31, 2019, Turning Point had not completed the accounting for the acquisition. The following purchase price and goodwill and other intangibles are based on the excess of the acquisition price over the estimated fair value of the tangible assets acquired and are based on management’s preliminary estimates: (In thousands) As of December 31, 2019 (preliminary) Total consideration transferred $ 9,405 Adjustments to consideration transferred: Cash acquired (45 ) Working capital (235 ) Adjusted consideration transferred 9,125 Assets acquired: Working capital (primarily AR and inventory) 1,132 Fixed assets and other long term assets 414 Intangible assets 1,352 Other liabilities (209 ) Net assets acquired 2,689 Goodwill $ 6,436 The goodwill of $6.4 million consists of the synergies and scale expected from combining the operations and is currently deductible for tax purposes. IVG In September 2018, Turning Point acquired 100% of the equity interest of IVG for total consideration of $23.8 million satisfied through $14.5 million paid in cash, 153,079 shares of Turning Point’s common stock with a fair value of $5.3 million, and a $4.0 million note payable to IVG’s shareholders (“IVG Note”) which matures 18 months from the acquisition date, on March 5, 2020. All principal and accrued and unpaid interest under the IVG Note is subject to indemnification obligations of the sellers pursuant to the . Turning Point has tracked liabilities subject to indemnification obligations and believes that such obligations exceed $4 million. The Purchase Agreement provides a mechanism under which the parties either agree on the indemnity amount or litigate disputed amounts. The Purchase Agreement provides that the amount of the indemnity is to initially be determined as of March 5, 2020. Some of the liabilities are identified but not yet fixed, such as product liability expenses. The Purchase Agreement and related agreements include an additional $4.5 million of earnouts with both performance-based and service-based conditions payable to former IVG owners who became employees of Turning Point as a result of the acquisition. Such amounts will be considered compensation and are not a component of the IVG purchase price. The portion of earnout payments a recipient will receive will be calculated by reference to certain performance metrics not to exceed a two-year period as specified within the acquisition agreement. Turning Point recorded earnout expense of approximately $0.9 million and $1.5 million, respectively, within selling, general, and administrative expenses in the consolidated statements of (loss) income for the years ended December 31, 2019 and 2018, based on the probability of achieving the performance conditions. IVG markets and sells a broad array of proprietary and third-party vapor products directly to adult consumers through an online platform under brand names such as VaporFi, South Beach Smoke, and Direct-Vapor. IVG operates company-owned stores under the VaporFi brand and also operates as a franchisor to franchisee-owned stores. The acquisition of IVG adds a significant business-to-consumer distribution platform to Turning Point’s NewGen portfolio. Turning Point completed the accounting for the acquisition during the third quarter 2019. The following purchase price and goodwill are based on the excess of the acquisition price over the fair value of the tangible and intangible assets acquired: As of September 6, 2019 (final) Total consideration transferred $ 24,292 Adjustments to consideration: Cash acquired, net of debt assumed (221 ) Working capital (245 ) Adjusted consideration transferred 23,826 Assets acquired: Working capital (primarily inventory) 3,218 Fixed assets 1,274 Intangible assets 7,880 Net assets acquired 12,372 Goodwill $ 11,454 The goodwill of $11.5 million consists of the synergies and scale expected from combining the operations and is currently deductible for tax purposes. Vapor Supply On April 30, 2018, Turning Point purchased the assets of Vapor Supply LLC, vaporsupply.com, and some of its affiliates including the Ecig.com domain through its subsidiary Vapor Acquisitions Company, LLC, for total consideration of $4.8 million paid in cash to strengthen its presence within the NewGen segment. Vapor Supply is a business-to-business e-commerce distribution platform servicing independent retail vape shops. Additionally, Vapor Supply manufactures and markets proprietary e-liquids under the DripCo brand and operates company-owned stores. The accounting for the acquisition of these assets was finalized during the second quarter 2019. The following purchase price and goodwill are based on the excess of the acquisition price over the estimated fair value of the tangible and intangible assets acquired: (In thousands) As of April 30, 2018 (final) Total consideration transferred $ 4,800 Assets acquired: Working capital (primarily inventory) 2,500 Fixed assets 272 Intangible assets 256 Net assets acquired 3,028 Goodwill $ 1,772 Upon finalization of the acquisition accounting during the second quarter 2019, $1.8 million was transferred between intangible assets and goodwill. The goodwill of $1.8 million is related to the expected increased retail presence in geographic regions not previously served by the Company and is currently deductible for tax purposes. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments [Abstract] | |
Derivative Instruments | Note 5. Derivative Instruments Foreign Currency The Company’s policy is to manage the risks associated with foreign exchange rate movements. The policy allows hedging up to 100% of its anticipated purchases of inventory over a forward period that will not exceed 12 rolling and consecutive months. The Company may, from time to time, hedge currency for non-inventory purchases, e.g., production equipment, not to exceed 90% of the purchase price. The Company did not execute any forward contracts during 2019. During 2018 the Company executed various forward contracts, none of which met hedge accounting requirements, for the purchase of €14.5 million with maturity dates ranging from March 2018 to January 2019. At December 31, 2019 and 2018, the Company had forward contracts for the purchase of €0.0 million and €1.5 million, respectively. Interest Rate Swaps The Company’s policy is to manage interest rate risk by reducing 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 fix LIBOR at 2.755%. The swap agreements met the hedge accounting requirements; thus, any change in fair value is recorded to other comprehensive income. The Company uses 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 6. Fair Value of Financial Instruments The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of ASC 825, Financial Instruments. The estimated fair value amounts have been determined by the Company using the methods and assumptions described below. However, considerable judgment is required to interpret market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash and Cash Equivalents The Company used Level 1 inputs to determine the fair value of its cash and cash equivalents. As of December 31, 2019 and 2018, cost represented fair value of the Company’s cash and cash equivalents. Accounts Receivable The fair value of accounts receivable approximates their carrying value due to their short-term nature. Revolving Credit Facility The fair value of Turning Point’s revolving credit facility approximates its carrying value as the interest rate fluctuates with changes in market rates. Note Payable – IVG The fair value of the IVG Note approximates its carrying value of $4.2 million due to the recency of the note’s issuance, relative to the year ended December 31, 2019. Long-Term Debt Turning Point’s 2018 Credit Facility bears interest at variable rates that fluctuate with market rates. The carrying values of the long-term debt instruments approximate their respective fair values. As of December 31, 2019, the fair value of the 2018 First Lien Term Loan approximated $146.0 million. As of December 31, 2018, the fair values of the 2018 First Lien Term Loan and the 2018 Second Lien Term Loan approximated $154.0 million and $40.0 million, respectively. In July 2019 Turning Point 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 fair value approximated $140.1 million, with a carrying value of $172.5 million as of December 31, 2019. The fair value of Standard Outdoor’s promissory notes issued as partial consideration in the January and February 2018 asset acquisitions approximated $8.0 million as of December 31, 2019. The fair value of SDI’s term loan debt issued in September 2019 approximates its carrying value as the interest rate fluctuates with changes in market rates. See Note 14, “Notes Payable and Long-Term Debt” for further information regarding the Company’s long-term debt. Foreign Exchange As of December 31, 2019 and 2018, Turning Point had forward contracts for the purchase of €0.0 million and €1.5 million, respectively. The fair value of the foreign exchange contracts was based upon the quoted market price that resulted in no gain or loss for the year ended December 31, 2019 and a loss of approximately $0.1 million for the year ended December 31, 2018. As there were no open contracts as of December 31, 2019, there is no resulting balance sheet position related to the fair value. The fair value of the foreign exchange contracts resulted in a liability of approximately $0.1 million as of December 31, 2018. Interest Rate Swaps Turning Point had swap contracts for a total notional amount of $70 million at December 31, 2019 and 2018. The fair values of the swap contracts are based upon quoted market prices for similar instruments, thus leading to a level 2 distinction within the fair value hierarchy, and resulted in a liability of $2.5 million and $0.9 million, respectively, as of December 31, 2019 and 2018. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventories [Abstract] | |
Inventories | Note 7. Inventories The components of inventories are as follows as of: December 31, (In thousands) 2019 2018 Raw materials and work in process $ 7,050 $ 2,722 Leaf tobacco 32,763 34,977 Finished goods - Smokeless products 5,680 6,321 Finished goods - Smoking products 13,138 14,666 Finished goods - NewGen products 17,111 37,194 Other 989 738 Gross inventory 76,731 96,618 LIFO reserve (5,752 ) (5,381 ) Net inventory $ 70,979 $ 91,237 The following represents the inventory valuation allowance roll-forward, for the years ended December 31: (In thousands) 2019 2018 Balance at beginning of period $ (2,504 ) $ (459 ) Charged to cost and expense (20,001 ) (2,132 ) Deductions for inventory disposed 1,003 263 Other - (176 ) Balance at end of period $ (21,502 ) $ (2,504 ) Inventory reserves increased as a result of additional reserves necessary for products in Turning Point’s NewGen segment primarily from increased regulation. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Other Current Assets [Abstract] | |
Other Current Assets | Note 8. Other Current Assets Other current assets consist of the following as of: December 31, (In thousands) 2019 2018 Inventory deposits $ 4,012 $ 9,739 Prepaid taxes 3,673 - Other 8,706 5,306 Total $ 16,391 $ 15,045 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 9. Property, Plant and Equipment Property, plant and equipment consist of the following as of: December 31, (In thousands) 2019 2018 Land $ 22 $ 22 Building and improvements 2,655 2,320 Leasehold improvements 2,567 2,101 Machinery and equipment 14,532 13,307 Advertising structures 18,650 17,913 Furniture and fixtures 8,949 5,453 Gross property, plant and equipment 47,375 41,116 Accumulated depreciation (17,007 ) (13,375 ) Net property, plant and equipment $ 30,368 $ 27,741 |
Deferred Financing Costs
Deferred Financing Costs | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Financing Costs [Abstract] | |
Deferred Financing Costs | Note 10. Deferred Financing Costs Deferred financing costs relating to Turning Point’s revolving credit facility consist of: December 31, (In thousands) 2019 2018 Deferred financing costs, net of accumulated amortization of $410 and $174, respectively $ 890 $ 870 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 11. Goodwill and Other Intangible Assets The following table summarizes goodwill by segment: (In thousands) Smokeless Smoking New Gen Total Balance as of December 31, 2017 $ 32,590 $ 96,107 $ 5,923 $ 134,620 Adjustments - - 11,319 11,319 Balance as of December 31, 2018 32,590 96,107 17,242 145,939 Adjustments - - 1,907 1,907 Acquisitions - - 6,436 6,436 Balance as of December 31, 2019 $ 32,590 $ 96,107 $ 25,585 $ 154,282 The following tables summarize information about the Company’s allocation of other intangible assets. Gross carrying amounts of unamortized, indefinite life intangible assets are shown below as of: December 31, 2019 2018 (In thousands) Smokeless NewGen Total Smokeless NewGen Total Unamortized indefinite life intangible assets: Trade names $ 10,871 $ 10,786 $ 21,657 $ 10,871 $ 10,786 $ 21,657 Formulas 53 - 53 53 - 53 Total $ 10,924 $ 10,786 $ 21,710 $ 10,924 $ 10,786 $ 21,710 Amortized intangible assets included within the NewGen segment, as well as customer contracts for Standard Outdoor consist of as of: December 31, 2019 2018 (In thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Accumulated Amortization Amortized intangible assets: Customer relationships (useful life of 8-10 years) $ 8,106 $ 2,834 $ 8,107 $ 1,713 Trade names (useful life 15 years) 7,158 714 7,578 208 Franchise agreements (useful life of 8 years) 780 130 780 44 Non-compete agreements (useful life of 3.5 years) 100 88 100 60 Total $ 16,144 $ 3,766 $ 16,565 $ 2,025 Annual amortization expense for each of the next five years is estimated to be approximately $1.7 million for years one and two and approximately $1.4 million for years three to five, assuming no additional transactions occur that require the amortization of intangible assets. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Other Assets | Note 12. Other Assets Other assets consist of the following as of: December 31, (In thousands) 2019 2018 Equity investments $ 5,421 $ 2,421 Pension assets 1,686 1,223 Other 3,583 288 Total $ 11,603 $ 6,415 Equity Investments In July 2019, Turning Point obtained a 30% stake in Canadian distribution entity, ReCreation Marketing (“ReCreation”) for $1 million paid at closing. Turning Point may invest an additional $2 million, if certain performance metrics are achieved, with options to acquire up to a 50% ownership position. Turning Point received board seats aligned with its ownership position. Sales in 2019 to ReCreation of RipTide products was $0.2 million, which was included in accounts receivable in the consolidated balance sheet as of December 31, 2019. In November 2018, paid $2.0 million to acquire a minority ownership position (19.99%) in Canadian American Standard Hemp (“CASH”). CASH is headquartered in Warwick, Rhode Island, and manufactures cannabidiol isolate (“CBD”) developed through highly efficient and proprietary processes. The investment in CASH positions to participate in the market for hemp-derived products. In the fourth quarter 2019, CASH completed a fundraising round, resulting in the fair value of Turning Point’s investment increasing to $4.0 million. This resulted in a gain of $2.0 million which is recorded in investment income in the consolidated statements of loss for the year ended December 31, 2019. P In December 2018, Turning Point acquired a minority ownership position in General Wireless Operations, Inc. (d/b/a RadioShack; “RadioShack”) from 5G gaming LLC, which is owned by Standard General LP, for $0.4 million. Standard General LP has a controlling interest in the Company and qualifies as a related party. The Company will work together with RadioShack on product development and sourcing teams in China. Furthermore, the Company paid $0.2 million in consulting fees in 2019 and purchased $1.1 million of finished goods inventory from Radio Shack during 2018. There were no amounts outstanding at December 31, 2019. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 13. Accrued Liabilities Accrued liabilities consist of the following as of December 31, (In thousands) 2019 2018 Accrued payroll and related items $ 5,267 $ 6,063 Customer returns and allowances 6,160 3,634 Taxes payable 705 2,138 Lease liabilities 2,453 - Accrued interest 2,236 722 Other 10,817 11,326 Total $ 27,638 $ 23,883 |
Notes Payable and Long-Term Deb
Notes Payable and Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable and Long-Term Debt [Abstract] | |
Notes Payable and Long-Term Debt | Note 14. Notes Payable and Long-Term Debt Notes payable and long-term debt consist of the following as of: December 31, (In thousands) 2019 2018 2018 First Lien Term Loan $ 146,000 $ 154,000 2018 Second Lien Term Loan - 40,000 Convertible Senior Notes 172,500 - SDI GACP Term Loan 25,000 - SDI Crystal Term Loan - 15,000 Standard Outdoor Promissory Notes 8,447 9,950 Note payable - IVG 4,240 4,000 Gross notes payable and long-term debt 356,187 222,950 Less deferred finance charges and debt discount (39,641 ) (4,903 ) Less current maturities (16,977 ) (9,431 ) Net notes payable and long-term debt $ 299,569 $ 208,616 Turning Point 2018 Credit Facility On March 7, 2018, Turning Point entered into a $250 million credit facility consisting of a $160 million 2018 First Lien Term Loan with Fifth Third Bank, as administrative agent, and other lenders, and a $50 million 2018 Revolving Credit Facility (collectively, the “2018 First Lien Credit Facility”) in addition to a $40 million 2018 Second Lien Term Loan (together with the 2018 First Lien Credit Facility, the “2018 Credit Facility”) with Prospect Capital Corporation, as administrative agent, and other lenders. The 2018 Credit Facility contains customary events of default including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, and change in control defaults. The 2018 Credit Facility also contains certain negative covenants customary for facilities of these types including covenants that, subject to exceptions described in the 2018 Credit Facility, restrict the ability of Turning Point and its subsidiary guarantors: (i) to pledge assets, (ii) to incur additional indebtedness, (iii) to pay dividends, (iv) to make distributions, (v) to sell assets, and (vi) to make investments. 2018 First Lien Credit Facility: December 31, 2019 December 31, 2019 December 31, 2019 2018 Second Lien Credit Facility: Convertible Senior Notes In July 2019 Turning Point closed an offering of $172.5 million in aggregate principal amount of 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 Turning Point. The Convertible Senior Notes are convertible into approximately 3,202,808 shares of Turning Point voting common stock under certain circumstances prior to maturity at a conversion rate of 18.567 shares per $1,000 principal amount of the Convertible Senior Notes, which represents a conversion price of approximately $53.86 per share, subject to adjustment under certain conditions, but will not be adjusted for any accrued and unpaid interest. Upon conversion, Turning Point may pay cash, shares of common stock or a combination of cash and stock, as determined by Turning Point at its discretion. The conditions required to allow the holders to convert their Convertible Senior Notes were not met as of December 31, 2019. Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Convertible Senior Notes, Turning Point separated the Convertible Senior Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Convertible Senior Notes and the fair value of the liability component of the Convertible Senior Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”), $35.0 million, will be amortized to interest expense using an effective interest rate of 7.5% over the expected life of the Convertible Senior Notes. The equity component is not remeasured as long as it continues to meet the criteria for equity classification. Interest expense includes $2.9 million of amortization for the year ended December 31, 2019. In accounting for the issuance costs related to the issuance of the Convertible Senior Notes, Turning Point allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the Convertible Senior Notes, $4.7 million, and the debt issuance costs attributable to the equity component, $1.2 million, are netted with the equity component of stockholders’ equity. In connection with the Convertible Senior Notes offering, Turning Point entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions have a strike price of $53.86 per and a cap price of $82.86 per, and are exercisable when and if the Convertible Senior Notes are converted. Turning Point paid $20.53 million for these capped calls and charged that amount to additional paid-in capital. Note Payable – IVG In September 2018, Turning Point issued a note payable to IVG’s former shareholders (“IVG Note”). The IVG Note is $4.0 million principal with 6.0% interest compounding annually and matures on March 5, 2020. The IVG Note is subject to customary defaults including defaults for nonpayment, nonperformance, any material breach under the purchase agreement, and bankruptcy or insolvency. SDI and Standard Outdoor SDI On September 18, 2019, the Company entered into a Term Loan Agreement (the “Term Loan Agreement”) with GACP II, L.P., a Delaware limited partnership (the “Agent”), as administrative agent and collateral agent for the financial institutions (the “Lenders”). The Term Loan Agreement provides for a term loan of $25.0 million (the “Term Loan”). The Term Loan will be used to (a) repay, in full, all outstanding indebtedness under the Crystal Term Loan (as defined below), (b) finance the purchase of common stock of Turning Point, (c) finance the repurchase of common stock of the Company, (d) fund certain fees and expenses, and (e) provide working capital for the Company. The Term Loan bears interest at a rate equal to the three-month “Libor Rate” as published in The Wall Street Journal plus 9.00%. Interest under the Term Loan Agreement is payable monthly with the principal balance due on September 18, 2024. The Term Loan was subject to a closing fee of $0.5 million, which was paid upon execution of the Term Loan Agreement. Additionally, the Term Loan is subject to an agent monitoring fee of $25,000, payable quarterly. An early termination fee shall be due at any time if on or prior to the third anniversary of the closing of the Term Loan, the Company prepays or repays (whether voluntarily or mandatorily), or is required to prepay or repay, the Term Loan in whole or in part. The obligations of the Company under the Term Loan Agreement are secured by all of the shares of Turning Point stock owned by the Company. The Term Loan Agreement contains certain affirmative and negative covenants that are binding on the Company, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Company to incur indebtedness, to create liens, to merge or consolidate, to make dispositions, to pay dividends or make distributions, to make investments, to pay any subordinated indebtedness, to enter into certain transactions with affiliates or to make capital expenditures. The Term Loan Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods). The Term Loan Agreement also contains certain representations, warranties and conditions, in each case as set forth in the Term Loan Agreement. With respect to the maintenance of at least $2.0 million in unrestricted cash and cash equivalents in accounts subject to control agreements in favor of the Agent, as of December 31, 2019, the Company had approximately $10.5 million in unrestricted cash and cash equivalents in those accounts. On September 18, 2019, in connection with entering into the Term Loan Agreement, the Company repaid in full all amounts outstanding under the Crystal Term Loan (as defined below). The Company recognized a loss on extinguishment of debt of $1.0 million, comprised of $0.7 million unamortized deferred financing costs and a $0.3 million early termination fee, which is recognized in the for the year ended December 31, 2019. The Company capitalized $0.6 million of deferred financing costs associated with closing on the Term Loan. On February 2, 2018, SDI and its Standard Outdoor advertising subsidiaries (the “Borrowers”) entered into a term loan agreement with Crystal Financial LLC (“Crystal Term Loan”). The Crystal Term Loan provided for an initial term loan of $10.0 million and a commitment to provide additional term loans of up to $15.0 million. As of December 31, 2019, the Company had repaid all amounts outstanding under the Crystal Term Loan. Interest expense related to the Term Loan and the Crystal Term Loan of $2.1 million, including amortization of the discount, was recorded for the year ended December 31, 2019. Interest expense related to the Crystal Term Loan of $1.4 million, including amortization of the discount, was recorded for the year ended December 31, 2018. Standard Outdoor On January 18, 2018, as partial consideration for an asset purchase of 83 billboard structures located in Alabama, as well as the ground leases and advertising contracts relating to such billboard structures, the Company issued a promissory note with a face value of $6.5 million. The promissory note was recorded net of a discount of $0.9 million, representing the difference between the face value and fair value at issuance. This discount will be amortized into interest expense using the effective interest rate method over the term of the promissory note. A principal payment of $1.0 million on the promissory note is payable January 1 of each year, beginning with a payment that was made on January 1, 2020 and ending January 1, 2022, with a $3.5 million final principal payment on January 1, 2023. The promissory note has a 5% fixed coupon interest rate and interest is payable quarterly. On February 20, 2018, as partial consideration for an asset purchase of 86 billboard structures located in Georgia and Florida, as well as the ground leases and advertising contracts relating to such billboard structures, the Company issued a promissory note with a face value of $3.5 million. The promissory note was recorded net of a discount of $0.3 million, representing the difference between the face value and fair value at issuance. This discount will be amortized into interest expense using the effective interest rate method over the term of the promissory note. Principal payments began on March 1, 2019, with the remaining principal paid down monthly through March 1, 2022. The promissory note has a 5% fixed coupon interest rate and interest is payable monthly. Interest expense related to the Standard Outdoor loans of $0.8 million, including amortization of the discount, was recorded for the years ended December 31, 2019 and 2018. The following table summarizes the consolidated scheduled principal repayments subsequent to December 31, 2019: ($ In thousands) Future Minimum Principal Payments 2020 $ 17,078 2021 13,882 2022 16,227 2023 111,500 2024 197,500 thereafter - Total $ 356,187 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Commitments | Note 15. Lease Commitments As of January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) . Turning Point Turning Point’s leases consist primarily of leased property for its manufacturing warehouse, head offices and retail space as well as vehicle leases. In general, Turning Point does not recognize any renewal periods within the lease terms as there are not significant barriers to ending the lease at the initial term. Lease and non-lease components are accounted for as a single lease component. Standard Outdoor Standard Outdoor leases land and constructs a billboard that it owns, or leases an existing billboard owned by a third party. Standard Outdoor does recognize certain renewal periods to match the remaining useful life of its billboard structures. From a lessor perspective, Standard Outdoor has operating leases related to customers that use its billboards to advertise; however, these lessees are typically considered to be short-term (less than 12 months) and are not cyclical with the same lessee. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. The components of lease expense consist of the following: (In thousands) For the Year Ended December 31, 2019 Operating lease cost: Cost of sales $ 1,188 Selling, general and administrative 3,108 Variable lease cost (1) 698 Short-term lease cost 147 Sublease income (110 ) Total $ 5,031 (1) Variable lease cost primarily includes elements of a contract that do not represent a good or service, but for which the lessee is responsible for paying. Supplemental balance sheet information related to leases consist of the following as of: (In thousands) December 31, 2019 Assets: Right of use assets $ 14,490 Total leased assets $ 14,490 Liabilities: Current lease liabilities (1) $ 2,453 Long-term lease liabilities 13,262 Total lease liabilities $ 15,715 (1) Reported within accrued liabilities on the consolidated balance sheet. December 31, 2019 Consolidated weighted average remaining lease term - operating leases 8.7 years Consolidated weighted average discount rate - operating leases 6.66 % Nearly all the lease contracts for the Company do not provide a readily determinable implicit rate. For these contracts, the Company estimated the incremental borrowing rate based on information available upon the adoption of ASU 2016-02. The Company applied a consistent method in periods after the adoption of ASU 2016-02 to estimate the incremental borrowing rate. As of December 31, 2019, future maturities of lease liabilities consist of the following: Year Payments 2020 $ 3,534 2021 3,207 2022 2,600 2023 2,179 2024 1,387 Thereafter 8,401 Total lease payments 21,308 Less: Imputed interest 5,593 Present value of lease liabilities $ 15,715 As of December 31, 2019, Turning Point had operating leases with lease liabilities of $1.5 million which had not yet commenced. The leases are primarily related to vehicles for business use. Turning Point recognized a $0.3 million impairment of right of use assets in the fourth quarter 2019 related to planned store closures. |
Pension and Postretirement Bene
Pension and Postretirement Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Pension and Postretirement Benefit Plans [Abstract] | |
Pension and Postretirement Benefit Plans | Note 16. Pension and Postretirement Benefit Plans Turning Point has a defined benefit pension plan. Benefits for hourly employees were based on a stated benefit per year of service, reduced by amounts earned in a previous plan. Benefits for salaried employees were based on years of service and the employees’ final compensation. The defined benefit pension plan is frozen. Turning Point’s policy is to make the minimum amount of contributions that can be deducted for federal income taxes. Turning Point expects to make no contributions to the pension plan in 2020. In the second quarter of 2018, Turning Point made mutually agreed upon lump-sum payments to certain individuals covered by the defined benefit pension plan which resulted in a curtailment loss of approximately $0.3 million during the second quarter of 2018, which is reported within “Net periodic benefit (income), excluding service cost” within the consolidated statements of (loss) income. In the fourth quarter 2019, Turning Point elected to terminate the defined benefit pension plan, effective December 31, 2019 with final distributions to be made in 2020. Turning Point sponsored a defined benefit postretirement plan that covered hourly employees. This plan provides medical and dental benefits. This plan is contributory with retiree contributions adjusted annually. Turning Point’s policy is to make contributions equal to benefits paid during the year. In the fourth quarter 2019, Turning Point amended the plan to cease benefits effective June 30, 2020. The plan amendment eliminated a significant amount of the benefits under the plan, resulting in a curtailment of $3.1 million. The curtailment resulted in $1.8 million being reclassified from other comprehensive income to income. The total gain on the curtailment was $4.9 million and is recorded in net periodic (benefit) expense, excluding service cost in the consolidated statement of (loss) income for the year ended December 31, 2019. Turning Point expects to contribute approximately $0.1 million to its postretirement plan in 2020 for payment of benefits. The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for the years ended December 31, 2019 and 2018, and a statement of the funded status: Pension Benefits Postretirement Benefits (In thousands) 2019 2018 2019 2018 Reconciliation of benefit obligations: Benefit obligation at January 1 $ 13,700 $ 17,121 $ 3,305 $ 4,217 Service cost 104 104 - - Interest cost 520 553 101 117 Actuarial loss (gain) 916 (1,157 ) - (527 ) Assumptions - - - (323 ) Settlement/curtailment - (1,866 ) (3,207 ) - Benefits paid (1,023 ) (1,055 ) (84 ) (179 ) Benefit obligation at December 31 $ 14,217 $ 13,700 $ 115 $ 3,305 Reconciliation of fair value of plan assets: Fair value of plan assets at January 1 $ 14,923 $ 17,517 $ - $ - Actual return on plan assets 2,003 327 - - Employer contribution - - 84 179 Settlement/curtailment - (1,866 ) - - Benefits paid (1,023 ) (1,055 ) (84 ) (179 ) Fair value of plan assets at December 31 $ 15,903 $ 14,923 $ - $ - Funded status: Funded status at December 31 $ 1,686 $ 1,223 $ (115 ) $ (3,305 ) Unrecognized net actuarial loss (gain) 1,827 2,416 (54 ) (1,929 ) Net amount recognized $ 3,513 $ 3,639 $ (169 ) $ (5,234 ) Accumulated benefit obligations did not exceed plan assets at December 31, 2019 or 2018 for Turning Point’s pension plan. The asset allocation for Turning Point’s defined benefit plan, by asset category, follows: Target Allocation Percentage of Plan Assets at December 31, 2020 2019 2018 Asset category: Debt securities 100.0 % 88.5 % 84.8 % Cash 0.0 % 11.5 % 15.2 % Total 100.0 % 100.0 % 100.0 % The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is the description of the valuation methodologies used for assets measured at fair value subsequent to initial recognition. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Turning Point believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at December 31, 2019 and 2018. Pooled Separate Accounts: Guaranteed Deposit Account: Valued at contract value, which approximates fair value Assets measured at fair value on a recurring basis: (In thousands) Total Level 1 Level 2 Level 3 December 31, 2019 Pooled separate accounts $ 14,079 $ - $ 14,079 $ - Guaranteed deposit account 1,824 - - 1,824 Total assets at fair value at end of period $ 15,903 $ - $ 14,079 $ 1,824 December 31, 2018 Pooled separate accounts $ 12,658 $ - $ 12,658 $ - Guaranteed deposit account 2,265 - - 2,265 Total assets at fair value at end of period $ 14,923 $ - $ 12,658 $ 2,265 Level 3 Gains and Losses: (In thousands) Guaranteed Deposit Account Balance at December 31, 2017 $ 4,721 Total gains (losses), realized/unrealized Return on plan assets 81 Purchases, sales, and settlements, net (2,537 ) Balance at December 31, 2018 2,265 Total gains (losses), realized/unrealized Return on plan assets 45 Purchases, sales, and settlements, net (486 ) Balance at December 31, 2019 $ 1,824 Turning Point’s investment philosophy is to earn a reasonable return without subjecting plan assets to undue risk. Turning Point uses one management firm to manage plan assets, which are invested in equity and debt securities. Turning Point’s investment objective is to match the duration of the debt securities with the expected payments. The following table provides the amounts recognized in the consolidated balance sheets as of December 31: Pension Benefits Postretirement Benefits (In thousands) 2019 2018 2019 2018 Prepaid asset $ 1,686 $ 1,223 $ - $ - Accrued benefit cost - - (115 ) (3,305 ) Accumulated other comprehensive loss, unrecognized net gain (loss) 1,827 2,416 (54 ) (1,929 ) Total $ 3,513 $ 3,639 $ (169 ) $ (5,234 ) The amounts in accumulated other comprehensive (loss) income that are expected to be recognized in net periodic benefit costs in 2020 is a loss of $1.8 million for pension. The following table provides the components of net periodic pension and postretirement benefit costs and total costs for the plans for the years ended December 31: Pension Benefits Postretirement Benefits (In thousands) 2019 2018 2019 2018 Service cost $ 104 $ 104 $ - $ - Interest cost 520 553 101 117 Expected return on plan assets (645 ) (949 ) - - Amortization of (gains) losses 147 186 (169 ) (81 ) Curtailment loss (gain) - 306 (4,915 ) - Net periodic benefit cost $ 126 $ 200 $ (4,983 ) $ 36 Turning Point is required to make assumptions regarding such variables as the expected long-term rate of return on plan assets and the discount rate applied to determine service cost and interest cost. The rate of return on assets used is determined based upon analysis of the plans’ historical performance relative to the overall markets and mix of assets. The assumptions listed below represent management’s review of relevant market conditions and have been adjusted, as appropriate. A discount rate was not used for postretirement benefits in 2019 as all benefits will be paid in less than one year. The weighted average assumptions used in the measurement of Turning Point’s benefit obligation are as follows: Pension Benefits Postretirement Benefits 2019 2018 2018 Discount rate 3.00 % 4.00 % 4.25 % The weighted average assumptions used to determine net periodic pension and postretirement costs are as follows: Pension Benefits Postretirement Benefits 2019 2018 2018 Discount rate 4.0 % 3.8 % 3.3 % Expected return on plan assets 4.5 % 6.0 % 0.0 % The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Period Pension Benefits (in thousands) 2020 $ 1,036 2021 1,028 2022 1,003 2023 994 2024 964 2025-2029 4,489 Turning Point also sponsors a voluntary 401(k) retirement savings plan. Eligible employees may elect to contribute up to 15% of their annual earnings subject to certain limitations. For the 2019 and 2018 Plan Years, Turning Point contributed 4% to those employees contributing 4% or greater. For those employees contributing less than 4%, Turning Point matched the contribution by 100%. Additionally, for all years presented, Turning Point made discretionary contributions of 1% to all employees, regardless of an employee’s contribution level. Turning Point’s contributions to this plan were approximately $1.5 million for 2019 and $1.2 million for 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 17. Stockholders’ Equity Common Stock At the consummation of the Contribution and Exchange, the Company issued 7,335,018 shares of its Class A common stock to Turning Point shareholders, in exchange for 9,842,373 shares of Turning Point stock, and 857,714 shares of its Class A common stock, in exchange for the Company’s outstanding common stock. The Company also issued 13,700 shares of Class A common stock to holders of the Company’s restricted stock, which vested at the time of the Contribution and Exchange. Following the consummation of the Contribution and Exchange, the Company distributed a dividend of one share of Class B common stock for each outstanding share of Class A common stock, for a total issuance of 8,190,166 shares of Class B common stock. In addition, under the Fifth Amended and Restated Certificate of Incorporation, which became effective at the time of the Contribution and Exchange, the number of authorized shares of the Company’s common stock, $0.01 par value per share, was increased from 50,000,000 to 330,000,000, of which 300,000,000 are Class A common stock and 30,000,000 are Class B common stock. The Company has two classes of common stock, Class A and Class B; shares of Class B common stock are convertible into shares of Class A common stock at any time, on a one-for-one basis. S hares of Class A common stock and Class B common stock have the same rights and powers, rank equally, share ratably and are identical in all respects and as to all matters, except that (i) each share of Class B common stock shall have the right to 10 votes per share and (ii) the shares of Class B common stock shall be convertible into shares of Class A common stock automatically upon the transfer of such shares of Class B common stock, with certain exceptions, or upon the affirmative vote of holders of two-thirds of the then-outstanding shares of Class B common stock or voluntarily by the holder of such shares of Class B common stock. The was approved by the Company’s stockholders by partial written consent on July 14, 2017, and in accordance with the rules of the Securities and Exchange Commission and Delaware corporation law regarding approval by partial written consent, became effective when filed with the Secretary of State of the State of Delaware on August 18, 2017. Preferred Stock On May 30, 2017, under the Fifth Amended and Restated Certificate of Incorporation, the Company increased the number of authorized shares of the Company’s Preferred Stock, $0.01 par value per share, from 19,664,362 to 50,000,000, all of which is designated as blank check preferred stock. No changes with respect to preferred stock were made in the Sixth Amended and Restated Certificate of Incorporation. Common Stock Repurchase Program On June 29, 2017, the Company’s Board of Directors authorized a program, effective immediately, to repurchase shares of the Company’s Class A common stock or Class B common stock, par value $0.01 per share, constituting, in the aggregate, up to 5% of the outstanding shares of common stock. Shares of the common stock may be repurchased in the open market or through negotiated transactions. The program may be terminated or suspended at any time at the discretion of the Company. The time of purchases and the exact number of shares to be purchased, if any, will depend on market conditions. The repurchase program does not include specific price targets or timetables. The Company intends to finance the purchases using available working capital. Pursuant to this program, repurchases of 270,491 shares of common stock were made during the year ended December 31, 2019 for a cost of $3.5 million. During the year ended December 31, 2018, repurchases of 103,492 shares of common stock were made for a cost of $1.4 million. As of December 31, 2018, $0.8 million was included in accrued liabilities on the consolidated balance sheets for unsettled repurchases. No amounts were included in accrued liabilities on the consolidated balance sheets for unsettled repurchases as of December 31, 2019. Equity Issuance In January 2018, the Company issued 181,825 shares of its Class A common stock in a private placement for gross proceeds of $2.0 million. In March 2018, the Company granted 18,834 shares of restricted stock with immediate vesting to individuals for services performed. These shares were granted outside of the Company’s 2017 Omnibus Equity Compensation Plan. Dividends paid by Turning Point On November 9, 2017, Turning Point’s Board of Directors approved the initiation of a cash dividend to shareholders. The initial quarterly dividend of $0.04 per common share was paid on December 15, 2017 to shareholders of record at the close of business on November 27, 2017. The most recent dividend of $0.05 per common share, an increase of approximately 11%, will be paid on April 10, 2020, to shareholders of record at the close of business on March 20, 2020. Dividends, among other disbursements assets, are classified as restricted payments within the 2018 Credit Facility. Turning Point is generally permitted to make restricted payments provided that, at the time of payment, or as a result of payment, Turning Point is not in default. Additional restrictions limit the aggregate amount of restricted, quarterly dividends during a fiscal year to the aggregate amount of mandatory and voluntary principal payments made on the priority term loans during the fiscal year. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 18. Share-Based Compensation On June 9, 2017, the Company’s Board of Directors adopted the 2017 Omnibus Equity Compensation Plan (the “2017 Plan”) in order to provide employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. The Board authorized 1,000,000 shares of the Class A common stock of the Company to be issued under the Plan. The Plan was approved by the Company’s stockholders by partial written consent on July 14, 2017, and in accordance with the rules of the Securities and Exchange Commission and Delaware corporation law regarding approval by partial written consent, became effective on August 17, 2017. As of December 31, 2019, the Company had 982,183 shares available for grant under the 2017 Plan. The Company also has an Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible full-time employees to purchase shares of common stock at 90 percent of the lower of the fair market value of a share of common stock on the first or last day of the quarter. Eligible employees are provided the opportunity to acquire Company common stock during each quarter. No more than 26,447 shares of common stock may be issued under the ESPP. Such stock may be unissued shares or treasury shares of the Company or may be outstanding shares purchased in the open market or otherwise on behalf of the ESPP. The Company’s ESPP is compensatory and therefore, the Company is required to recognize compensation expense related to the discount from market value of shares sold under the ESPP. The Company issues new shares to satisfy shares purchased under the ESPP. Including the share-based compensation expense of SDI’s subsidiaries, the Company recorded share-based compensation expense of $4.3 million and $2.2 million recorded for the years ended December 31, 2019 and 2018, respectively. This expense is a component of selling, general and administrative expense. No options of SDI were exercised during the years ended December 31, 2019 or 2018 Information with respect to the adjusted activity of outstanding stock options is summarized as follows: Number of Shares Price Range Weighted Average Remaining Contractual term Balance, January 1, 2018 7,463 $ 31.00 $ 56.25 Cancelled (5,000 ) 31.00 56.25 Balance, December 31, 2018 2,463 31.00 46.25 Balance, December 31, 2019 2,463 $ 31.00 $ 46.25 2.9 years Vested and exercisable at December 31, 2018 2,463 $ 31.00 $ 46.25 2.9 years The following table provides additional information about the Company’s stock options outstanding and exercisable at December 31, 2019: Options Outstanding and exercisable Weighted Average Range of Exercise Prices Number of Shares Remaining Contractual Life Exercise Price $ 31.00 - $31.25 1,400 4.3 Years $ 31.18 $ 45.25 - $46.25 1,063 1.0 Years $ 45.63 $ 31.00 - $46.25 2,463 2.9 Years $ 37.41 The Company grants restricted stock awards (“RSA”) which is the right to receive shares. The fair value of RSAs is based on the market price for the stock at the date of grant. The following table summarizes the changes in non-vested RSAs for the years ended December 31, 2019 and 2018: Shares Weighted Average Grant Date Fair Value Non-vested RSAs at January 1, 2018 119,102 $ 10.62 Granted 127,561 11.04 Vested (82,455 ) 10.70 Cancelled/Forfeited (37,203 ) 10.70 Non-vested RSAs at December 31, 2018 127,005 10.96 Granted 6,747 14.45 Vested (64,258 ) 11.10 Cancelled/Forfeited (4,779 ) 13.34 Non-vested RSAs at December 31, 2019 64,715 $ 11.02 As of December 31, 2019, there was $0.5 million of total unrecognized stock-based compensation expense, related to restricted stock awards, which will be recognized over the weighted-average remaining vesting period of 0.6 years. Turning Point Share Incentive Plans On April 28, 2016, the Board of Directors of Turning Point adopted the Turning Point Brands, Inc., 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to which awards may be granted to employees, non-employee directors, and consultants. In addition, the 2015 Plan provides for the granting of nonqualified stock options to employees of Turning Point or any subsidiary of Turning Point. Pursuant to the 2015 Plan, 1,400,000 shares of Turning Point’s voting 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 2015 Plan is scheduled to terminate on April 27, 2026. The 2015 Plan is administrated by a committee (the “Committee”) of Turning Point’s Board of Directors. The Committee determines the vesting criteria for the awards, with such criteria to be specified in the award agreement. As of December 31, 2019, 16,159 shares of restricted stock, 355,258 performance-based restricted stock units, and 459,070 options have been granted to employees of Turning Point under the 2015 Plan, net of forfeitures. There are 569,513 shares available for grant under the 2015 Plan. On February 8, 2006, the Board of Directors of Turning Point 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 Turning Point’s 2015 Equity Incentive Plan in connection with its IPO, Turning Point determined no additional grants would be made under the 2006 Plan. However, all awards issued under the 2006 Plan that have not been previously terminated or forfeited remain outstanding and continue unaffected. There are no TPB shares available for grant under the 2006 Plan. Stock option activity for the 2006 and 2015 Plans is summarized below: Stock Option Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Outstanding, December 31, 2017 763,672 $ 5.73 $ 2.36 Granted 124,100 21.27 6.33 Exercised (209,943 ) 3.97 1.47 Forfeited (18,255 ) 13.46 3.90 Outstanding, December 31, 2018 659,574 9.00 3.34 Granted 180,780 43.89 14.34 Exercised (129,067 ) 5.72 2.58 Forfeited (14,571 ) 34.55 11.10 Outstanding, December 31, 2019 696,716 $ 18.13 $ 6.17 Under the 2006 Plan, the total intrinsic value of options exercised during the years ended December 31, 2019 and 2018, was $5.0 million and $5.7 million, respectively. At December 31, 2019, under the 2006 Plan, the outstanding stock options’ exercise price for 310,319 options is $3.83 per share, all of which are exercisable. The weighted average of the remaining lives of the outstanding stock options is approximately 3.85 years for the options with the $3.83 exercise price. Turning Point estimates the expected life of these stock options is ten years from the date of grant. For the $3.83 per share options, At December 31, 2019, under the 2015 Plan, 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 the selected companies are no longer suitable for this purpose. Due to our limited trading history, we are using the “simplified method” 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. March 7, 2018 March 13, 2018 March 20, 2019 October 24, 2019 Number of options granted 98,100 26,000 155,780 25,000 Options outstanding at December 31, 2019 87,353 26,000 147,830 25,000 Number exercisable at December 31, 2019 30,362 17,420 - - Exercise price $ 21.21 $ 21.49 $ 47.58 $ 20.89 Remaining lives 8.19 8.21 9.22 9.82 Risk free interest rate 2.65 % 2.62 % 2.34 % 1.58 % Expected volatility 28.76 % 28.76 % 30.95 % 31.93 % Expected life 6.000 5.495 6.000 6.000 Dividend yield 0.83 % 0.82 % 0.42 % 0.95 % Fair value at grant date $ 6.37 $ 6.18 $ 15.63 $ 6.27 Turning Point 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. Turning Point recorded compensation expense related to the options of approximately $1.7 million and $0.7 million for the years ended December 31, 2019 and 2018, respectively. Total unrecognized compensation expense related to options at December 31, 2019, is $1.1 million, which will be expensed over 1.94 years. Performance-based restricted stock units (“PRSUs”) are restricted stock units subject to both performance-based and service-based vesting conditions. The number of shares of common stock a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance metrics related to Turning Point’s performance over a five-year period. PRSUs will vest on the measurement date, which is no more than 65 days after the performance period, provided the applicable service and performance conditions are satisfied. At December 31, 2019, there are 355,258 PRSUs outstanding, all of which are unvested. March 7, 2018 March 20, 2019 March 20, 2019 July 19, 2019 Number of PRSUs granted 96,000 92,500 4,901 88,582 PRSUs outstanding at December 31, 2019 93,000 85,800 4,876 88,582 Fair value as of grant date $ 21.21 $ 47.58 $ 47.58 $ 52.15 Remaining lives 3.00 4.00 - 3.00 Turning Point recorded compensation expense related to the PRSUs of approximately $1.9 million and $0.6 million in the consolidated statements of income for the years ended December 31, 2019 and 2018, respectively, based on the probability of achieving the performance condition. Total unrecognized compensation expense related to these awards at December 31, 2019, is $9.4 million, which will be expensed over the service period based on the probability of achieving the performance condition. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | Note 19. Income Taxes On June 1, 2017, SDI consummated the Contribution and Exchange to acquire a 52.1% controlling interest in Turning Point. This acquisition was a reverse acquisition, with Turning Point as the accounting acquirer. Accordingly, the historical financial statements of Turning Point through May 31, 2017 became the Company’s historical financial statements, including the comparative prior periods. However, SDI’s controlling interest does not meet the ownership threshold to file a consolidated federal tax return with Turning Point. Therefore, the parent company will continue to file a separate federal tax return apart from Turning Point. Income tax expense (benefit) for the years ended December 31 consists of the following components: 2019 2018 (In thousands) Current Deferred Total Current Deferred Total Federal $ 5,281 $ (3,282 ) $ 1,999 $ 2,326 $ 3,165 $ 5,491 State and Local 982 (937 ) 45 1,394 (600 ) 794 Total $ 6,263 $ (4,219 ) $ 2,044 $ 3,720 $ 2,565 $ 6,285 The following is a summary of the significant components of the Company’s deferred tax assets and liabilities as of: December 31, 2019 2018 (In thousands) Assets Liabilities Assets Liabilities Inventory $ 7,705 $ - $ 3,004 $ - Property, plant and equipment - (2,506 ) - (1,445 ) Goodwill and other intangibles - (7,672 ) - (7,386 ) Accrued pension and postretirement costs - (943 ) 202 - Federal NOL 4,056 - 6,020 - State NOL 6,569 - 6,169 - AMT credit carryforwards 10 - 10 - R&D credit carryforwards 123 - 1,195 - Unrealized loss on investment 580 - 351 - Leases 3,393 (3,099 ) - - Original issue discount 4,806 (8,118 ) - - Other 5,475 (555 ) 4,091 (440 ) Total deferred tax assets (liabilities) 32,717 (22,893 ) 21,042 (9,271 ) Valuation allowance (11,396 ) - (14,062 ) - Net deferred tax assets (liabilities) $ 21,321 $ (22,893 ) $ 6,980 $ (9,271 ) SDI has recorded a full valuation allowance as of December 31, 2019, offsetting its U.S. federal and state net deferred tax assets which primarily represent net operating loss carry forwards (“NOLs”). As of December 31, 2019, the Company’s management concluded, based upon the evaluation of all available evidence, that it is more likely than not that the U.S. federal and state net deferred tax assets will not be realized. Due to the reverse acquisition transaction with Turning Point, the Company determined that SDI has experienced a “change in control” as defined in Internal Revenue Code Section 382, which will result in an annual limitation on SDI’s utilization of NOLs in future periods. The Company completed the evaluation of the effects of Section 382 on SDI’s future utilization of its NOLs during the year ended December 31, 2019 and determined that the Company will be limited to $10.6 million of its $33.0 million pre-2018 NOLs over the next 20 years. All NOLs generated after December 31, 2017 have an indefinite life. 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 2016. Turning Point has determined that they did not have any uncertain tax positions requiring recognition as a result of the provisions of ASC 740-10-25. Turning Point’s policy is to recognize interest and penalties accrued on uncertain tax positions as part of interest expense. For the years ended December 31, 2019 and 2018, no estimated interest or penalties were recognized for the uncertainty of tax positions taken. Turning Point files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In general, Turning Point is no longer subject to U.S. federal and state tax examinations for years prior to 2016. A reconciliation showing the differences between the Company’s effective tax rate and the U.S. Federal statutory tax rate is as follows: For the years ended December 31, 2019 2018 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 0.0 % 4.9 % Permanent differences -16.3 % -5.3 % Other -9.3 % 0.0 % Valuation allowance 34.7 % 6.0 % Total effective income tax rate 30.1 % 26.6 % The Company’s income tax expense for the years ended December 31, 2019 and 2018 was $2.0 million and $6.3 million, respectively. Turning Point’s effective income tax rate for the years ended December 31, 2019 and 2018 was 12.9% and 19.9%. Turning Point’s permanent differences for the years ended December 31, 2019 and 2018 are primarily related to income tax benefits of $4.6 million ($1.0 million tax effected) and $5.4 million ($1.1 million tax effected), respectively, as a result of stock option exercises. As of December 31, 2019, SDI had U.S. federal net operating loss carryforwards of approximately $37.5 million including those of acquired companies, which will expire as follows: Year Net Operating Loss ( 2022 $ 1,675 2024 1,039 2025 3 2026 1 2027 1 2028 1,581 2029 353 2030 353 2031 296 2033 754 2034 411 2035 1,268 2036 484 2037 1,133 2038 8,629 2039 7,872 Indefinite 11,610 Total $ 37,463 SDI is subject to U.S. federal income tax, as well as income taxes of multiple state jurisdictions. SDI recognizes accrued interest expense and penalties related to uncertain tax benefits that have resulted in a refund or reduction of income taxes paid. Unrecognized tax benefits aggregating $0.4 million would reduce already existing net operating loss and tax credit carryforwards and therefore require no accrual for interest or penalty in any of the years 2019 or 2018. The remaining unrecognized tax benefit of less than $10,000 include de minimis interest and penalty where required. For federal purposes, SDI post-2002 tax years remain open to examination as a result of net operating loss carryforwards. For state purposes, the statute of limitations remains open in a similar manner for states that have generated net operating losses. SDI does not expect that the total amount of unrecognized tax benefits related to positions taken in prior periods will change significantly during the next twelve months. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Contingencies [Abstract] | |
Contingencies | Note 20. Contingencies The Company is a party from time to time to various proceedings in the ordinary course of business. For a description of the Master Settlement Agreement, to which the Company is a party, see Note 2, “Financial Statements and Supplementary Data—Summary of Significant Accounting Policies: Risk and Uncertainties.” Other than the proceedings mentioned below, there is no material litigation, arbitration or governmental proceeding currently pending against the Company or any of its officers or directors in their capacity as such, and the Company and its officers and directors have not been subject to any such proceeding. Turning Point 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 could have a material adverse effect on Turning Point’s business and results of operations. Turning Point is subject to several lawsuits alleging personal injuries resulting from malfunctioning vaporizer devices or consumption of e-liquids and may be subject to claims in the future relating to other NewGen products. Turning Point is still evaluating these claims and the potential defenses to them. For example, Turning Point did not design or manufacture the products at issue; rather, Turning Point was merely the distributor. Nonetheless, there can be no assurance that Turning Point will prevail in these cases, and they could have a material adverse effect on the financial position, results of operations, or cash flows of Turning Point. Turning Point has several subsidiaries engaged in making, distributing and retailing (online and in bricks-and-mortar) 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. Turning Point expects that its subsidiaries will be subject to some such cases and information requests. In the acquisition of the vapor businesses, Turning Point negotiated financial “hold-backs”, which it expects to be able to use to defray expenses associated with the information production and the cost of defending any such lawsuits. To the extent that litigation becomes necessary, Turning Point believes that the subsidiaries have strong factual and legal defenses against claims that it unfairly marketed vapor products. On October 8, 2019, the City of New York filed a complaint against twenty-three companies, including IVG and VaporFi, making various allegations including selling to consumers over the age of 18 but under 21. In response, those subsidiaries have ceased all sales into New York City, which was an immaterial market for those businesses. This proceeding was settled for monetary terms which were not material and certain structural remedies that the subsidiaries deemed acceptable. |
Legal Settlement
Legal Settlement | 12 Months Ended |
Dec. 31, 2019 | |
Legal Settlement [Abstract] | |
Legal Settlement | Note 21. Legal Settlement Turning Point engaged in discussions and mediation with VMR Products LLC (“VMR”), which was acquired in 2018. Pursuant to a Distribution and Supply Agreement (“VMR Agreement”), VMR was providing Turning Point with V2 e-cigarettes for the exclusive distribution in bricks-and-mortar stores in the United States. Under the terms of the VMR Agreement, in the event of termination following a change in control, the acquirer was required to make a payment to Turning Point under a formula designed to provide Turning Point with a fair share of the value created by Turning Point’s performance under the VMR Agreement. The discussions have been completed and Turning Point received $6.7 million in the second quarter 2019 to settle the issue. Net of legal costs and reserves for anticipated future returns associated with the discontinuance, Turning Point recorded a $5.5 million gain in the second quarter 2019, which was recorded as a reduction to selling, general, and administrative expenses. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 22. Earnings Per Share Diluted earnings per share is calculated similarly to basic earnings per share, except that the calculation includes the dilutive effect of the assumed exercise of options issuable under the Company’s stock incentive plans and the Company’s unvested restricted stock awards. Basic net (loss) income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the weighted average effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options and restricted stock awards and the dilutive effect of such awards is reflected in diluted earnings per share by application of the treasury stock method. The following tables set forth the computation of basic and diluted net income per share of Class A and Class B common stock: Years Ended December 31, (In thousands, except share and per share amounts) 2019 2018 Basic net (loss) income per common share calculation: Net (loss) income form continuing operations attributable to SDI $ (2,311 ) $ 5,576 Loss from discontinued operations (8,312 ) (3,195 ) Net (loss) income attributable to SDI (10,623 ) 2,381 Weighted average Class A common shares outstanding – basic 9,048,439 8,767,400 Weighted average Class B common shares outstanding – basic 7,749,627 7,930,142 Weighted average common shares outstanding – basic 16,798,066 16,697,542 Net (loss) income from continuing operations attributable to SDI per share of common stock – basic (0.14 ) 0.33 Loss from discontinued operations attributable to SDI per share of common stock – basic (0.49 ) (0.19 ) Net (loss) income attributable to SDI per share of common stock – basic $ (0.63 ) $ 0.14 Years Ended December 31, (In thousands, except share and per share amounts) 2019 2018 Diluted net (loss) income attributable to SDI per common share calculation: Net (loss) income from continuing operations attributable to SDI $ (2,311 ) $ 5,576 Loss from discontinued operations (8,312 ) (3,195 ) Impact of subsidiary dilutive securities (1) (138 ) (206 ) Net (loss) income attributable to SDI - diluted (10,761 ) 2,175 Weighted average Class A common shares outstanding – basic 9,048,439 8,767,400 Weighted average Class B common shares outstanding – basic 7,749,627 7,930,142 Dilutive impact of stock options and restricted stock awards - 50,043 Weighted average common shares outstanding – diluted 16,798,066 16,747,585 Net (loss) income from continuing operations attributable to SDI per share of common stock – diluted (0.15 ) 0.32 Loss from discontinued operations attributable to SDI per share of common stock – diluted (0.49 ) (0.19 ) Net (loss) income attributable to SDI per share of common stock – diluted $ (0.64 ) $ 0.13 (1) The Company records an adjustment to net (loss) income in the relevant period for the dilutive impact of subsidiary stock-based awards on the Company’s reported net (loss) income for purposes of calculating net (loss) income per share. For the years ended December 31, 2019 and 2018, 2,463 of stock options have been excluded from the computation of diluted weighted average shares outstanding, as they are anti-dilutive. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information [Abstract] | |
Segment Information | Note 23. Segment Information In accordance with ASC 280, Segment Reporting As of February 13, 2020, as a result of the approval of the Order of Liquidation, the Company reclassified its Insurance segment to discontinued operations. See Note 3, “Discontinued Operations” for further information. The Company also reports an Other segment, which includes the results of operations of SDI and Standard Outdoor and assets of the consolidated Company not assigned to the four reportable segments, including Turning Point deferred taxes, deferred financing fees, and investments in subsidiaries. Elimination includes the elimination of intercompany accounts between segments. The Company had no customer that accounted for more than 10% of net sales in 2019 or 2018. The accounting policies of these segments are the same as those of the Company. Corporate costs of Turning Point 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. The tables below present financial information about reported segments: For the year ended December 31, 2019 2018 Revenues Smokeless Products $ 99,894 $ 90,031 Smoking Products 108,733 111,507 NewGen Products 153,362 131,145 Other (1) 2,818 2,445 Total 364,807 335,128 Operating Income (Loss) Smokeless Products 35,978 28,920 Smoking Products 45,058 42,650 NewGen Products (20,629 ) 6,752 Other (1) (39,079 ) (35,009 ) Total 21,328 43,313 Interest expense 20,194 17,237 Interest and investment income (2,749 ) (736 ) Loss on extinguishment of debt 2,267 2,384 Net periodic benefit (income) expense, excluding service cost (4,961 ) 131 Income before income taxes $ 6,577 $ 24,297 Capital Expenditures Smokeless products $ 2,823 $ 1,559 Smoking products - - NewGen products 1,992 708 Other (1) 15 214 Total $ 4,830 $ 2,481 Depreciation and amortization Smokeless products $ 1,608 $ 1,360 Smoking products - - NewGen Products 2,481 1,750 Other (1) 1,535 1,312 Total $ 5,624 $ 4,422 As of December 31, 2019 2018 Assets Smokeless Products $ 120,723 $ 99,441 Smoking Products 145,831 142,520 NewGen Products 90,899 95,397 Other (1) 119,645 32,416 Total $ 477,098 $ 369,774 (1) “Other” includes sales, operating income or assets that are not assigned to the other three reportable segments, such as sales, operating income or assets (including corporate cash) of SDI and Standard Outdoor, and Turning Point deferred taxes, deferred financing fees, and investments in subsidiaries. All goodwill has been allocated to reportable segments. Revenue Disaggregation-Sales Channel Revenues of the Smokeless and Smoking segments are primarily comprised of sales made to wholesalers while NewGen sales are made to business to business and business to consumer, both online and through Turning Point’s corporate retail stores. NewGen net sales are broken out by sales channel below. NewGen Segment For the year ended December 31, (In thousands) 2019 2018 Business to business $ 112,580 $ 105,736 Business to consumer 31,348 15,624 Business to consumer- corporate store 9,273 9,631 Other 161 154 Total $ 153,362 $ 131,145 Net Sales - Domestic and Foreign The following table shows a breakdown of consolidated net sales between domestic and foreign. For the year ended December 31, 2019 2018 Domestic $ 350,434 $ 319,491 Foreign 14,373 15,637 Total $ 364,807 $ 335,128 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 24. Related Party Transactions SDI has engaged the services of CFGI, formerly Pine Hill Group, and Edward J. Sweeney to serve as interim Chief Financial Officer effective May 31, 2017. Mr. Sweeney carries out his role as interim Chief Financial Officer of the Company pursuant to an agreement between the Company and CFGI. Mr. Sweeney is a partner at CFGI. The agreement outlines the scope of responsibilities of CFGI, as well as Mr. Sweeney’s role. These include, but are not limited to, services provided to the Company as interim Chief Financial Officer, controllership services, technical accounting and financial reporting services, and risk, valuation and transaction advisory services. CFGI is compensated at an hourly rate for performing services pursuant to the agreement. CFGI is responsible for all payments to Mr. Sweeney. As a result, Mr. Sweeney has received no direct compensation from the Company and the amount of aggregate payments made to CFGI is based on the amount of work performed on the Company’s behalf by all CFGI resources. During the years ended December 31, 2019 and 2018, the Company incurred expenses of $1.0 million and $1.1 million, respectively, related to services provided by CFGI. The Company entered into a lease agreement for office space for its corporate headquarters from its parent company, Standard General L.P. (“Standard General”). Rental payments under the lease of $0.1 million were paid to Standard General during the year ended December 31, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 25. Subsequent Events Maidstone Liquidation On January 14, 2020, the NYSDFS filed a petition for an Order of Liquidation in the Court with respect to Maidstone. On January 21, 2020, the Court issued an order to show cause establishing February 13, 2020 as the date of a hearing before the Court with respect to the Order of Liquidation. On February 13, 2020, the Court conducted a hearing with respect to the Order of Liquidation and, thereafter, approved the Order of Liquidation. As of February 13, 2020, the Company considered the control and assets and liabilities of Maidstone vested with the NYS Liquidation Bureau. The Company expects to dissolve the remaining entities in the Insurance segment in the near term. Turning Point Share Repurchase On February 25, 2020 Turning Point’s Board of Directors approved a $50.0 million share repurchase authorization, which is intended for opportunistic execution based upon a variety of factors including market dynamics. The authorization will be subject to the ongoing discretion of the Turning Point Board of Directors. |
Schedule I - Financial Informat
Schedule I - Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2019 | |
Schedule I - Financial Information of Registrant [Abstract] | |
Schedule I - Financial Information of Registrant | SCHEDULE I Financial Information of Registrant STANDARD DIVERSIFIED INC (Parent Company Only) BALANCE SHEETS ASSETS (in thousands) December 31, December 31, Cash and cash equivalents $ 10,495 $ 12,171 Investments in capital stocks of subsidiaries, at equity 59,238 47,457 Investments in capital stocks of discontinued operations, at equity 993 9,305 Receivables and other assets 743 955 Total Assets $ 71,469 $ 69,888 LIABILITIES AND SHAREHOLDERS’ EQUITY (in thousands) December 31, December 31, Current liabilities $ 68 $ 1,984 Notes payable 24,433 14,210 Total liabilities 24,501 16,194 Shareholders’ equity 46,968 53,694 Total liabilities and shareholders’ equity $ 71,469 $ 69,888 STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (in thousands) For the Year ended December 31, 2019 For the Year ended December 31, 2018 Equity in income of subsidiaries $ 5,670 $ 11,802 Interest and other 101 34 Total 5,771 11,836 General and administrative expenses 5,021 4,880 Interest expense 2,102 1,380 Loss on extinguishment of debt 959 - Total 8,082 6,260 (Loss) income before income tax (2,311 ) 5,576 Income tax expense - - Net (loss) income from continuing operations (2,311 ) 5,576 Net loss from discontinued operations (8,312 ) (3,195 ) Net (loss) income attributable to Standard Diversified Inc. (10,623 ) 2,381 Equity in other comprehensive (loss) income of subsidiaries (619 ) 204 Equity in other comprehensive income (loss) of discontinued operations 580 (341 ) Total comprehensive (loss) income $ (10,662 ) $ 2,244 SCHEDULE I Financial Information of Registrant STANDARD DIVERSIFIED INC (Parent Company Only) STATEMENTS OF CASH FLOWS (in thousands) For the Year ended December 31, 2019 For the Year ended Operating Activities: Net (loss) income from continuing operations $ (2,311 ) $ 5,576 Net loss from discontinued operations (8,312 ) (3,195 ) Dividends received from subsidiary 1,772 1,181 Loss on extinguishment of debt 959 - Stock-based compensation expense 711 744 Amortization of deferred financing costs 166 170 Adjustments to reconcile net (loss) income to net cash used in operating activities: Equity method investees of continuing operations (5,670 ) (11,802 ) Equity method investees of discontinued operations 8,312 3,195 Changes in operating assets and liabilities, net Receivables and other assets 75 1,093 Accounts payable and accrued liabilities (1,210 ) (719 ) Net cash used in operating activities (5,508 ) (3,757 ) Investing Activities: Investments in and advances to subsidiaries (620 ) - Investments in and advances to subsidiaries - discontinued operations - (10,000 ) Acquisitions - (7,395 ) Acquisitions - discontinued operations - (2,500 ) Net cash used in investing activities (620 ) (19,895 ) Financing Activities: Proceeds from GACP Term Loan, net 24,098 - (Payments of) proceeds from Crystal Term Loan, net (15,000 ) 14,039 Proceeds from issuance of stock, net of issuance costs - 6,810 Repurchase of SDI common shares (4,646 ) (631 ) Net cash provided by financing activities 4,452 20,218 Net decrease in cash (1,676 ) (3,434 ) Cash, beginning of period Unrestricted 12,171 15,605 Restricted - - Total cash at beginning of period 12,171 15,605 Cash, end of period Unrestricted 10,495 12,171 Restricted - - Total cash at end of period $ 10,495 $ 12,171 SCHEDULE I-NOTES TO THE FINANCIAL STATEMENTS (PARENT ONLY) NOTE 1. BACKGROUND These parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of Standard Diversified Inc. (“SDI”) (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of SDI’s operating subsidiaries to pay dividends is restricted by the terms of the borrowings described in Note 14, “Notes Payable and Long-Term Debt” to the consolidated financial statements included in Item 8. elsewhere in this Current Report on Form 8-K. These parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These financial statements should be read in conjunction with the consolidated financial statements and re lated notes thereto. On June 1, 2017, SDI consummated a Contribution and Exchange Transaction (the “Contribution and Exchange”) to acquire a 52.1% controlling interest in Turning Point Brands, Inc. (“Turning Point”). The transaction was accounted for as a recapitalization or reverse acquisition. Turning Point was the accounting acquirer for financial reporting purposes, notwithstanding the legal form of the transaction. The primary reason the transaction was treated as a purchase by Turning Point rather than a purchase by SDI was because SDI was a shell company with limited operations and Turning Point’s stockholders gained majority control of the outstanding voting power of the Company’s equity securities through their collective ownership of a majority of the outstanding shares of Company common stock. Consequently, reverse acquisition accounting has been applied to the transaction. As of December 31, 2019, SDI had a 50.0% ownership interest in Turning Point. These financial statements include the years ended December 31, 2019 and 2018 . |
Organization and Description _2
Organization and Description of Business (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Description of Business [Abstract] | |
Contribution and Exchange Transaction | On June 1, 2017, SDI consummated a Contribution and Exchange Transaction (the “Contribution and Exchange”) to acquire a 52.1% controlling interest in Turning Point Brands, Inc. (“Turning Point”). The transaction was accounted for as a recapitalization or reverse acquisition. Turning Point was the accounting acquirer for financial reporting purposes, notwithstanding the legal form of the transaction. As of December 31, 2019, SDI has a 50.0% ownership interest in Turning Point. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation SDI is a holding company and its consolidated financial statements include Turning Point and its subsidiaries, Pillar General Inc. (“Pillar General”) and its subsidiaries, and Standard Outdoor LLC (“Standard Outdoor”) and its subsidiaries Turning Point is also a holding company which owns North Atlantic Trading Company, Inc. (“NATC”), and its subsidiaries and Turning Point Brands, LLC (“TPLLC”), and its subsidiaries and Turning Point Brands (Canada), Inc. (“TPBC”). Except where the context indicates otherwise, references to Turning Point include Turning Point; NATC and its subsidiaries National Tobacco Company, L.P. (“NTC”), National Tobacco Finance, LLC (“NTFLLC”), North Atlantic Operating Company, Inc. (“NAOC”), North Atlantic Cigarette Company, Inc. (“NACC”), and RBJ Sales, Inc. (“RBJ”); and TPLLC and its subsidiaries Intrepid Brands, LLC (“Intrepid”), TPB Beast, LLC (“VaporBeast”), TPB Shark, LLC, and its subsidiaries (collectively, “Vapor Shark”), TPB International, LLC and its subsidiaries (collectively, “IVG”), and Nu-X Ventures LLC (“Nu-X”). Pillar General, a wholly-owned subsidiary of the Company as of January 2, 2018, owns 100% of Interboro Holdings which is a holding company and includes the accounts of its wholly-owned subsidiaries (collectively, “Interboro”) which consist of Interboro Management, Inc., Maidstone, formerly known as AutoOne Insurance Company and AIM Insurance Agency Inc. Maidstone is domiciled in the State of New York and was a property and casualty insurance company which provided automobile insurance. Maidstone was disposed of on February 13, 2020. Standard Outdoor, a wholly-owned subsidiary of the Company, and its subsidiaries, consists of Standard Outdoor Southeast I LLC, Standard Outdoor Southeast II LLC and Standard Outdoor Southwest LLC. Standard Outdoor is an out-of-home advertising business with billboard structures located in Texas, Alabama, Georgia and Florida. The consolidated financial statements include the accounts of the Company, its subsidiaries, all of which are wholly owned. All significant intercompany transactions have been eliminated. |
Reclassifications | Certain prior years’ amounts have been reclassified to conform to the current year’s presentation. The changes did not have an impact on the Company’s consolidated results of operations or cash flows in any of the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates include but are not limited to those affecting the valuation of goodwill and other intangible assets, the adequacy of the Company’s insurance reserves, assumptions used in determining pension and postretirement benefit obligations, deferred income tax valuation allowances and the valuation of inventory, including reserves |
Noncontrolling Interests | Noncontrolling Interests These consolidated financial statements reflect the application of Accounting Standards Codification (“ASC”) Topic 810, Consolidations SDI acquired a 52.1% interest in Turning Point on June 1, 2017 through the Contribution and Exchange. Amounts pertaining to the noncontrolling ownership interest held by third parties in the financial position and operating results of the Company are reported as noncontrolling interests in the accompanying consolidated financial statements. |
Revenue Recognition - Turning Point | Turning Point Turning Point recognizes revenues, which includes excise taxes and shipping and handling charges billed to customers, net of cash discounts for prompt payment, sales returns and sales incentives, upon delivery of goods to the customer—at which time Turning Point’s performance obligation is satisfied—at an amount that Turning Point 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. Turning Point 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). Turning Point 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. Turning Point records sales incentives, which consist of consumer incentives and trade promotion activities, as a reduction in revenues (a portion of which is based on amounts estimated as being due to wholesalers, retailers and consumers at the end of the period) based principally on historical volume and utilization rates. Expected payments for sales incentives are included in accrued liabilities on the consolidated balance sheets. A further requirement of ASU 2014-09 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. Turning Point management views business performance through segments that closely resemble the performance of major product lines. Thus, the primary and most useful disaggregation of Turning Point’s contract revenue for decision making purposes is the disaggregation by segment which can be found in Note 25, “Segment Information.” An additional disaggregation of contract revenue by sales channel can be found within Note 25 as well. |
Revenue Recognition - Standard Outdoor | Standard Outdoor The Company’s out-of-home advertising revenues are primarily derived from providing advertising space to customers on its physical billboards or other outdoor structures. Standard Outdoor generally (i) owns the physical structures on which it displays advertising copy for customers, (ii) holds the legal permits to display advertising thereon, and (iii) leases the underlying sites. As of January 1, 2019, billboard display revenues are recognized under ASC 842, the lease accounting standard, as rental income on a straight-line basis over the customer lease term. |
Shipping Costs | Shipping Costs The Company records shipping costs incurred as a component of selling, general and administrative expenses. Shipping costs incurred were approximately $18.1 million and $15.1 million for the years ended December 31, 2019 and 2018, respectively. |
Research and Development and Quality Assurance Costs | Research and Development and Quality Assurance Costs Research and development and quality assurance costs are expensed as incurred. These expenses, classified as selling, general and administrative expenses, were approximately $2.5 million for the years ended December 31, 2019 and 2018. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. |
Inventories | Inventories Cost is determined using the last-in, first-out (“LIFO”) method for approximately 49.4% of the inventories and first-in, first-out (“FIFO”) for the remaining inventories as of December 31, 2019. Inventories that are measured using the LIFO method are stated at the lower of cost or market. Inventories that are measured using the FIFO method are stated at the lower of cost or net realizable value. 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. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is provided using the straight-line method over the lesser of the estimated useful lives of the assets or the life of the leases for leasehold improvements (4 to 7 years for machinery, equipment and furniture, 10 to 15 years for leasehold improvements, 15 years for billboards and up to 15 years for buildings and building improvements). Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and improvements are capitalized and depreciated over their estimated useful lives. Upon disposition of fixed assets, the costs and related accumulated depreciation amounts are relieved. Any resulting gain or loss is reflected in operations during the period of disposition. Long-lived assets are reviewed for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company follows the provisions of ASC 350, Intangibles – Goodwill and Other in accounting for goodwill and other intangible assets. Goodwill and indefinite-lived intangible assets are reviewed for impairment annually on December 31, or more frequently if certain indicators are present, in accordance with ASC 350-20-35 and ASC 350-30-35, respectively. If the carrying value of a reporting unit including goodwill exceeds its fair value, which is determined using the discounted cash flows, goodwill is considered impaired. The amount of impairment loss is measured as the difference between the carrying value and the fair value of the reporting unit, but is limited to the total goodwill allocated to the reporting unit. If the carrying value of an indefinite-life intangible asset exceeds its fair value, which is determined using discontinued cash flows or relief-from-royalty, the intangible asset is considered impaired and is reduced to fair value. For goodwill, the determination of a reporting unit’s fair value involves, among other things, the Company’s market capitalization and application of the income approach, which includes developing forecasts of future cash flows and determining an appropriate discount rate. Based on Turning Point’s annual goodwill impairment testing, the estimated fair values of each of its reporting units were in excess of the respective carrying values at December 31, 2019. Turning Point had no such impairment of goodwill or other intangible assets during the year ended December 31, 2019. However, there could be an impairment of the goodwill of Turning Point’s NewGen reporting unit if future revenues do not achieve the expected future cash flows or if macroeconomic conditions result in a future increase in the weighted average cost of capital used to estimate fair value. See Note 11, “Goodwill and Other Intangible Assets” for further details regarding the Company’s goodwill and other intangible assets as of December 31, 2019. |
Fair Value | 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 derived principally from or corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
Derivative Instruments | Derivative Instruments Foreign Currency Forward Contracts Derivatives and Hedging comprehensive (loss) income (loss) Interest Rate Swap Agreements: (loss) (loss) |
Retirement Plans | Retirement Plans The Company follows the provisions of ASC 715, Compensation – Retirement Benefits in accounting for its retirement plans, which requires an employer to (i) recognize in its statement of financial position the funded status of a benefit plan, measured as the difference between the fair value of plan assets and benefit obligations; (ii) recognize, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost; and (iii) measure defined benefit plan assets and obligations as of the date of the employer’s statement of financial position. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations using the effective interest method. Unamortized amounts are expensed upon extinguishment of the related borrowings. Deferred financing costs are presented as a direct deduction from the carrying amount of that debt liability except for deferred financing costs relating to Turning Point’s revolving credit facility, which are presented as an asset. |
Advertising and Promotion | Advertising and Promotion Advertising and promotion costs, including point of sale materials, are expensed as incurred and amounted to $12.0 million and $5.6 million for the years ending December 31, 2019 and 2018, respectively. |
Risks and Uncertainties | 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. Recently, several state governors have reacted to perceived issues around nicotine vapor products by unilaterally, without regard to the legislative process, proclaiming bans on vapor products, particularly those that are flavored. Many of these executive actions have been challenged and temporarily restrained, but no assurance can be given that such state or local flavor bans will not be enacted or ultimately upheld. Depending on the number and location of such bans, such executive actions and legislation could have a material adverse effect on ’s financial position, results of operations or cash flows. Food and Drug Administration (“FDA”) continues to consider various restrictive regulations around Turning Point’s 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. There can be no assurance will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on ’s financial position, results of operations, or cash flows. Master Settlement Agreement Pursuant to the MSA and subsequent states’ statutes, a “cigarette manufacturer” (which is defined to also include MYO cigarette tobacco) has the option of either becoming a signatory to the MSA or opening, funding, and maintaining an escrow account, with sub-accounts on behalf of each settling state. The STMSA has no similar provisions. The MSA escrow accounts are governed by states’ statutes that expressly give the manufacturers the option of opening, funding, and maintaining an escrow account in lieu of becoming a signatory to the MSA. The statutes require companies who are not signatories to the MSA to deposit, on an annual basis, into qualified banks, escrow funds based on the number of cigarettes or cigarette equivalents, i.e., the pounds of MYO tobacco, sold. The purpose of these statutes is expressly stated to be to eliminate the cost disadvantage the settling manufacturers have as a result of entering into the MSA. Such companies are entitled to direct the investment of the escrowed funds and withdraw any appreciation, but cannot withdraw the principal for twenty-five years from the year of each annual deposit, except to withdraw funds deposited pursuant to an individual state’s escrow statute to pay a final judgment to that state’s plaintiffs in the event of such a final judgment against Turning Point. Either option – becoming an MSA signatory or establishing an escrow account – is permissible. Turning Point chose to open and fund an MSA escrow account as its means of compliance. It is management’s opinion, due to the possibility of future federal or state regulations, though none have to date been enacted, that entering into one or both of the settlement agreements or establishing and maintaining an escrow account would not necessarily prevent future regulations from having a material adverse effect on the results of operations, financial position, and cash flows of Turning Point. Various states have enacted or proposed complementary legislation intended to curb the activity of certain manufacturers and importers of cigarettes that are selling into MSA states without signing the MSA or who have failed to properly establish and fund a qualifying escrow account. To the best of Turning Point’s knowledge, no such statute has been enacted which could inadvertently and negatively impact Turning Point, which has been, and is currently, fully compliant with all applicable laws, regulations, and statutes. However, there can be no assurance that the enactment of any such complementary legislation in the future will not have a material adverse effect on the results of operations, financial position, or cash flows of Turning Point. Pursuant to the MSA escrow account statutes, in order to be compliant with the MSA escrow requirements, companies selling products covered by the MSA are required to deposit such funds for each calendar year into a qualifying escrow account by April 15 of the following year. At December 31, 2019, Turning Point had on deposit approximately $32.1 million, the fair value of which was approximately $32.1 million. Inputs to the valuation methodology of the MSA escrow deposits when funds are invested include unadjusted quoted prices for identical assets or liabilities in active markets at the measurement date. During 2019 no monies were deposited into this qualifying escrow account. The investment vehicles available to Turning Point are specified in the state escrow agreements and are limited to low-risk government securities. Effective April 1, 2009, the federal excise tax on MYO products was increased from $1.0969 per pound to $24.78 per pound of tobacco. With this significant increase in the federal excise tax, Turning Point discontinued its generic category of MYO. Turning Point’s Turning Point has chosen to invest a portion of the MSA escrow, from time to time, in U.S. Government securities including TIPS, Treasury Notes, and Treasury Bonds. These investments are classified as available-for-sale and carried at fair value. Realized losses are prohibited under the MSA; thus, any investment in an unrealized loss position will be held until the value is recovered, or until maturity. The following shows the fair value of the MSA escrow account: December 31, 2019 2018 (In thousands) Cost and Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents $ 32,074 $ 2,361 $ - $ - $ 2,361 Fair value level 2: U.S. Governmental agency obligations (unrealized gain position < 12 months) - 1,193 9 - 1,202 Fair value level 2: U.S. Governmental agency obligations (unrealized loss position < 12 months) - 1,000 - (3 ) 997 Fair value level 2: U.S. Governmental agency obligations (unrealized loss position > 12 months) - 27,519 - (1,529 ) 25,990 Total $ 32,074 $ 32,073 $ 9 $ (1,532 ) $ 30,550 Fair value for the U.S. Governmental agency obligations are Level 2. The following schedule shows the maturities of the U.S. Governmental agency obligations as of: (In thousands) December 31, 2018 Less than one year $ 1,499 One to five years 13,591 Five to ten years 11,152 Greater than ten years 3,470 Total $ 29,712 The following shows the amount of deposits by sales year for the MSA escrow account: (Dollar amounts in thousands) Sales Year Deposits as of December 31, 2019 2018 1999 $ 211 $ 211 2000 1,017 1,017 2001 1,673 1,673 2002 2,271 2,271 2003 4,249 4,249 2004 3,714 3,714 2005 4,553 4,552 2006 3,847 3,847 2007 4,167 4,167 2008 3,364 3,364 2009 1,619 1,619 2010 406 406 2011 193 193 2012 199 199 2013 173 173 2014 143 143 2015 101 101 2016 91 91 2017 83 83 Total $ 32,074 $ 32,073 Federal Excise Taxes: Product Category Cigarette and Tobacco Rates effective April 1, 2019 Cigarettes $1.0066 per pack Large Cigars 52.75% of manufacturer’s price; cap of $0.4026 per cigar Little Cigars $1.0066 per pack Pip Tobacco (including Shisha) $2.8311 per pound Chewing Tobacco $0.5033 per pound Snuff $1.51 per pound RYO/MYO and Cigar Wrappers $24.78 per pound Cigarette Papers $0.0315 per 50 papers Cigarette Tubes $0.063 per 50 tubes Any future enactment of increases in federal excise taxes on Turning Point’s products could have a material adverse effect on the results of operations or financial condition of the Company. The Company is unable to predict the likelihood of passage of future increases in federal excise taxes. As of December 31, 2019, federal excise taxes are not assessed on e-cigarettes and related products. As of December 31, 2019, nearly half of the states and certain localities impose excise taxes on electronic cigarettes and/or liquid vapor. In addition, there are several local taxing jurisdictions with an excise tax on e-cigarettes. Several states have also implemented additional measures on e-cigarettes, such as licensing requirements. Food and Drug Administration: cigars, pipe tobacco, e-cigarettes, vaporizers, and e-liquids as “deemed” tobacco products under the FSPTCA. The FDA assesses tobacco product user fees on 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. 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); (iii) pipe tobacco; (iv) hookah 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 Turning Point’s Under the deeming regulations, 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 three pathways for obtaining premarket authorization, including submission of a premarket tobacco product application (“PMTA”). When the FDA initially issued the deeming regulations, it recognized that many products in the deemed categories that were already on the market qualified as “new tobacco products” and lacked a marketing order. In August 2017, the FDA issued a compliance policy (the “August 2017 Guidance”) that allowed new tobacco products to remain on the market without an FDA authorization until specified deadlines had passed. Under the August 2017 Guidance, compliance dates vary depending upon the type of application submitted, but all newly-deemed products require an application no later than August 8, 2021, for “combustible” products (e.g. cigar and pipe), and August 8, 2022, for “non-combustible” products (e.g. vapor products) with the exception of “grandfathered” products (products in commerce as of February 15, 2007) which are already authorized. On March 27, 2018, several public health organizations filed a lawsuit (the “Maryland Lawsuit”) challenging the August 2017 Guidance. The plaintiffs asserted, among other arguments, that the modification to the deeming regulations included in the August 2017 Guidance conflicts with the TCA and exceeds FDA’s statutory authority. The plaintiffs also expressed concern that the August 2017 Guidance allows vapor products to remain marketed for a significant period of time without required premarket review. The court found in favor of the plaintiffs in May 2019 and vacated the August 2017 Guidance. On July 12, 2019, the court issued its remedy order (the “Remedy Order”). Specifically, the court ordered that: (1) for all deemed new tobacco products, marketers must file applications within 10 months of the Remedy Order to continue marketing such products; (2) such a product may remain on the market pending FDA review of a timely filed application for a period not to exceed one year from the date of the application’s submission; (3) in its discretion, the FDA may enforce the premarket review requirements against such products for which marketers do not file applications within 10 months; and (4) the FDA will have the ability to exempt deemed new tobacco products from these application submission requirements for good cause, on a case-by-case basis. On October 24, 2019, FDA filed a Notice of Appeal from the Remedy Order and other actions adverse to FDA. The court-ordered modification to the compliance policy remains subject to change as a result of potential appeals or litigation brought or pending in other venues. Currently, the deadline to submit an application and to continue marketing a deemed new product remains May 12, 2020. In January, the FDA indicated it intended to maintain this deadline irrespective of the outcome of the pending appeal in the Maryland Lawsuit. On September 11, 2019, President Donald Trump and the Department of Health and Human Services Secretary, Alex Azar, indicated FDA would adopt a regulatory policy restricting all flavors in vapor products. In January 2020, FDA issued a Guidance document (the “January 2020 Guidance”) that stated it would be prioritizing enforcement of several categories of electronic nicotine delivery system (“ ”) As a result of the Remedy Order and subsequent January 2020 Guidance, Turning Point would not be permitted to continue marketing its existing line of vapor products that the FDA regulates as tobacco products past May 12, 2020, unless Turning Point files an application for each such product by that date. Turning Point expects to be able to make appropriate PMTA applications by the deadlines and to supplement and complete the applications within FDA’s discretionary timeline. 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. On September 25, 2019, FDA published a proposed rule outlining certain required elements of PMTA filings. This rule is not yet final, and its requirements may shift before being finalized. Turning Point believes it has products that meet the requisite standard and that Turning Point will be able to efficiently produce satisfactory PMTA filings. However, there is no assurance that the FDA’s guidance or ultimate regulation will not change, the Remedy Order will not be altered or that unforeseen circumstances will not arise that prevent Turning Point from filing applications or otherwise increase the amount of time and money Turning Point is required to spend to successfully file all necessary PMTAs. Even if Turning Point successfully files all of its PMTAs in a timely manner, no assurance can be given that the applications will ultimately be successful. Given the shorter time frame mandated by the Remedy Order, which if not amended or successfully appealed, may result in the prioritization of meeting requisite deadlines by selecting high priority SKUs in Turning Point’s inventory position, and future revenues may be adversely impacted. In addition, Turning Point currently distributes many third-party manufactured vapor products for which Turning Point will be completely dependent on the manufacturer complying with the premarket filing requirements. There can be no assurances that some products that we currently distribute will be able to be sold to end consumers after May 2020. While Turning Point will take measures to pursue regulatory compliance for its 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 Turning Point, which could adversely affect the Company’s results of operations and liquidity. Consumer Product Safety Commission (“CPSC”): On July 26, 2016, the CPSC began requiring that e-liquid containers be packaged in child-resistant packaging, as outlined in the Poison Prevention Packaging Act. Turning Point may not able to predict whether additional packaging requirements will be necessary for its e-liquid products in the future. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation costs related to its stock options on the fair value based method under the provisions of ASC 718, Compensation – Stock Compensation. The fair value based method requires compensation cost for stock options to be recognized over the requisite service period based on the fair value of stock options granted. The Company determined the fair value of these awards using the Black-Scholes option pricing model. Additionally, Turning Point grants performance-based restricted stock units (“PRSU”) subject to both Turning Point Turning Point |
Asset Retirement Obligations | Asset Retirement Obligations The Company records obligations associated with the retirement of tangible long-lived assets, such as advertising structures, in the period in which the assets are acquired. The liability is capitalized as part of the related long-lived asset’s carrying amount. Over time, accretion of the liability is recognized as an operating expense and the capitalized costs is depreciated over the expected useful life of the related asset. The Company’s asset retirement obligations relate primarily to the dismantlement and removal of the structure, and site reclamation on leased properties. The Company’s management determined a minimum estimated cost to be incurred per billboard structure based on historical experience with respect to the dismantling of the structures and the reclamation of the sites. The Company will continue to assess the adequacy of this liability on a regular basis. |
Income Tax Policy | Income tax policy The Company records the effects of income taxes under the liability method in which deferred income tax assets and liabilities are recognized based on the difference between the financial and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company assesses its ability to realize future benefits of deferred tax assets by determining if they meet the “more likely than not” criteria in ASC 740, Income Taxes. If the Company determines that future benefits do not meet the “more likely than not” criteria, a valuation allowance is recorded. Deferred income taxes are recorded for temporary differences in reporting certain transactions for financial statement and income tax purposes, principally deferred policy acquisition costs, loss and LAE reserves and net operating losses. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities result from temporary differences between the amounts recorded in the financial statements and the tax basis of the Company’s assets and liabilities. |
Concentrations of Credit Risk | Concentrations of Credit Risk At December 31, 2019 and 2018, the Company had bank deposits, including MSA escrow accounts, in excess of federally insured limits of approximately $134.3 million and $15.4 million, respectively. During 2019 and 2018, Turning Point invested a portion of the MSA escrow accounts in U.S. Government securities including TIPS, Treasury Notes, and Treasury Bonds. The Company sells its products to distributors, retail establishments, and consumers throughout the United States and also sells Zig-Zag ® |
Accounts Receivable | Accounts Receivable Accounts receivable are recognized at their net realizable value. All accounts receivable are trade related, recorded at the invoiced amount, and do not bear interest. The Company maintains allowances for doubtful accounts receivable for estimated uncollectible invoices resulting from a customer’s inability to pay (bankruptcy, out of business, etc., i.e. “bad debt” which results in write-offs). The activity of allowance for doubtful accounts was as follows: For the Year Ended December 31, (In thousands) 2019 2018 Balance at beginning of period $ 42 $ 17 Additions to allowance account during period 238 25 Deductions of allowance account during period - - Balance at end of period $ 280 $ 42 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Effective January 1, 2019, the Company adopted ASU No. 2016-02, “Leases.” This ASU requires substantially all leases be recorded on the balance sheet as right of use assets and lease obligations. The Company adopted the ASU using a modified retrospective adoption method at January 1, 2019, as outlined in ASU No. 2018-11, “Leases - Targeted Improvements.” Under this method of adoption, there is no impact to the comparative consolidated statement of (loss) income and consolidated balance sheet. The Company determined that there was no cumulative-effect adjustment to beginning retained earnings on the consolidated balance sheet. The Company will continue to report periods prior to January 1, 2019 in its financial statements under prior guidance as outlined in ASC Topic 840, “Leases”. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carry forward of historical lease classifications. Adoption of this standard did not materially impact the Company’s income before income taxes or the statement of cash flows. See Note 17, “Lease Commitments” for further details. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement The new standard will become effective for the Company beginning with the first quarter 2020 and will not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, Income Taxes |
Discontinued Operations (Polici
Discontinued Operations (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations [Abstract] | |
Income Tax Policy | Income tax policy The Company records the effects of income taxes under the liability method in which deferred income tax assets and liabilities are recognized based on the difference between the financial and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company assesses its ability to realize future benefits of deferred tax assets by determining if they meet the “more likely than not” criteria in ASC 740, Income Taxes. If the Company determines that future benefits do not meet the “more likely than not” criteria, a valuation allowance is recorded. Deferred income taxes are recorded for temporary differences in reporting certain transactions for financial statement and income tax purposes, principally deferred policy acquisition costs, loss and LAE reserves and net operating losses. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities result from temporary differences between the amounts recorded in the financial statements and the tax basis of the Company’s assets and liabilities. |
Discontinued Operations [Member] | Insurance Segment [Member] | |
Discontinued Operations [Abstract] | |
Revenue Recognition | Revenue recognition Maidstone recognized revenue from insurance contracts, including premiums and fees, under the guidance in ASC 944, Financial Services-Insurance Premiums |
Fixed Maturity and Equity Securities | Fixed Maturity Securities Investments in fixed maturity securities including bonds, loan-backed and structured securities were classified as available-for-sale and reported at fair value. Significant changes in prevailing interest rates and other economic conditions may adversely affect the timing and amount of cash flows on fixed income investments, as well as their related fair values. Fixed maturities are recorded on a trade date basis. Amortization of bond premium and accretion of bond discount are calculated using the scientific method. Changes in fair values of these securities, after deferred income tax effects, are reflected as unrealized gains or losses in accumulated other comprehensive (loss) income. Realized gains and losses from the sale of investments are calculated as of the trade date in the consolidated statements of (loss) income and comprehensive (loss) income and are based upon the specific identification of securities sold. Investment income consists of interest and is reported net of investment expenses. Prepayment assumptions are considered when determining the amortization of discount or premium for loan-backed and structured securities. An investment is considered impaired when the fair value of the investment is less than its cost or amortized cost. When an investment is impaired, the Company must decide as to whether the impairment is other than temporary (“OTTI”). With respect to an investment in an impaired fixed maturity security, OTTI occurs if the Company (a) intends to sell the fixed maturity security, (b) more likely than not will be required to sell the fixed maturity security before its anticipated recovery, or (c) it is probable that the Company will be unable to collect all amounts due to the recovery of the entire cost basis of the security. The Company conducts a periodic review to identify and evaluate securities having OTTI, which include the above factors as well as the following: (1) the likelihood of the recoverability of principal and interest for fixed maturity securities (i.e., whether there is a credit loss); (2) the length of time and extent to which the fair value has been less than amortized cost for fixed maturity securities; and (3) the financial condition, near term and long-term prospects for the issuer, including the relevant industry conditions and trends, and implications of rating agency actions and offering prices. If the Company intends to sell the fixed maturity security, or will more likely than not be required to sell the fixed maturity security before the anticipated recovery, a loss in the entire amount of the impairment is reflected in net investment gains (losses) in net income (loss). If the Company determines that it is probable it will be unable to collect all amounts and the Company has no intent to sell the fixed maturity security, a credit loss is recognized in net investment gains (losses) in net income (loss) to the extent that the present value of expected cash flows is less than the amortized cost basis; any difference between fair value and the new amortized cost basis (net of the credit loss) is reflected in other comprehensive (loss) income, net of applicable income taxes. Upon recognizing an OTTI, the new cost basis of the security is the previous amortized cost basis less the OTTI recognized in net investment gains (losses). The new cost basis is not adjusted for any subsequent recoveries in fair value; however, for fixed maturity securities, the difference between the new cost basis and expected cash flows is accreted to net investment gains (losses) over the remaining expected life of the investment. Equity Securities The Company’s equity investments were carried at fair value with changes in fair value recognized in income. Unrealized gains and losses on equity securities are recorded in the consolidated statements of (loss) income. The Company had net unrealized gains on equity securities of $0.1 million, which were included in net investment income in the table above for the year ended December 31, 2019. For the year ended December 31, 2018, the Company had net unrealized holding losses on equity securities of $0.1 million, which were included in net investment income in the table above. |
Deferred Policy Acquisition Costs | Deferred Policy Acquisition Costs Policy acquisition costs, which vary with and were directly related to the production of successful new business, are deferred. The costs deferred consist principally of commissions and policy issuance costs and are amortized into expense as the related premiums are earned. The activity of the deferred policy acquisition costs (“DAC”) accounts was as follows: (In thousands) For the year ended December 31, 2019 For the period ended December 31, 2018 DAC asset at beginning of period $ 2,279 $ - Deferred expenses 3,068 5,097 Amortized expenses (4,354 ) (2,818 ) DAC asset at end of period $ 993 $ 2,279 The Company, utilizing assumptions for future expected claims, premium rate increases and interest rates, reviews the recoverability of its DAC on a periodic basis. If the Company determines that the future gross profits of its in-force policies are not sufficient to recover its DAC, the Company recognizes a premium deficiency by charging any unamortized acquisition costs to expense to the extent required in order to eliminate the deficiency. If the premium deficiency exceeds the unamortized acquisition costs, then a liability is accrued for the excess deficiency. The Company anticipates investment income as a factor in its premium deficiency reserve calculation. |
Premiums Receivable | Premiums Receivable Premiums and agents’ balances in the course of collection are reported at the amount management expects to collect from outstanding balances. Past due amounts are determined based on contractual terms. Maidstone provided an allowance for doubtful accounts based upon review of outstanding receivables and historical collection information Maidstone recorded an allowance for doubtful accounts of less than $30,000 as of December 31, 2019 and 2018. |
Investment Income Due and Accrued | Investment Income Due and Accrued Investment income consisted of interest, which is recognized on an accrual basis. Due and accrued income is not recorded on fixed maturity securities in default and on delinquent fixed maturities where collection of interest is improbable. As of December 31, 2019, no investment income amounts were excluded from the Company balances. |
Incurred Losses and Loss Adjustment Expenses | Incurred Losses and Loss Adjustment Expenses Incurred losses and loss adjustment expenses (“LAE”) were charged to operations as incurred. The liability for losses and LAE was based upon individual case estimates for reported claims and a factor for incurred but not reported (“IBNR”) claims. Losses, LAE and related liabilities are reported net of estimated salvage and subrogation. Inherent in the estimate of ultimate losses and LAE are expected trends in claim severity and frequency and other factors which may vary significantly as claims are settled; however, management believes that its aggregate provision for losses and LAE at December 31, 2019 is reasonable and adequate to meet the ultimate net cost of covered losses, but such provision is necessarily based on estimates and the ultimate net cost may vary significantly from such estimates. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. |
Insurance Company Assessments | Insurance Company Assessments Assessments from various state insurance departments are incurred by the insurance company in the normal course of business. Assessments based upon premium volumes are accrued during the year while non-premium assessments are expensed in the period they are reported to the insurance company. During the year ended December 31, 2019, the Company recorded $0.3 million in premium based assessments from New York State, which were recorded in other operating expenses in the table above. There were no significant assessments incurred during the year ended December 31, 2018. |
Reinsurance | Reinsurance The Company accounts for reinsurance in accordance with the accounting guidance concerning the accounting and reporting for reinsurance of short-duration contracts. Management believes the Company’s reinsurance arrangements qualify for reinsurance accounting. Reinsurance premiums, losses, LAE and commissions were accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company relies on ceded reinsurance to limit its insurance risk. Reinstatement premiums for the Company’s insurance operations were recognized at the time a loss event occurs, where coverage limits for the remaining life of the contract are reinstated under pre-defined contract terms. The accrual of reinstatement premiums was based on an estimate of losses and LAE, which reflects management’s judgment. Amounts recoverable from reinsurers are estimated and recognized in a manner consistent with the claims liabilities arising from reinsured policies and incurred but not reported losses. In entering into reinsurance agreements, management considers a variety of factors including the creditworthiness of reinsurers. In preparing consolidated financial statements, management makes estimates of amounts recoverable from reinsurers, which include consideration of amounts, if any, estimated to be uncollectible. As of December 31, 2019, no amounts were deemed to be uncollectible from reinsurers. As changes in the estimated ultimate liability for loss and LAE are determined, ceded reinsurance premiums may also change based on the terms of the reinsurance agreements. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. |
Income Tax Policy | Income tax policy The Company’s insurance subsidiary was taxed at the Federal corporate level applying special rules applicable to property and casualty insurance companies. The insurance company was generally exempt from corporate income tax under state tax law. In lieu of corporate income tax, the insurance company paid a premium tax based on a percentage of direct annual premiums written in each state. The insurance subsidiary will be included in SDI’s consolidated tax return. Deferred income taxes are recorded for temporary differences in reporting certain transactions for financial statement and income tax purposes, principally deferred policy acquisition costs, loss and LAE reserves and net operating losses. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities result from temporary differences between the amounts recorded in the financial statements and the tax basis of the Company’s assets and liabilities. As a part of the Company’s impairment of other indefinite lived intangible assets the Company reversed its deferred tax liability recorded as a part of the purchase of Maidstone during the year ended December 31, 2019. The reversal decreased deferred income taxes by $0.4 million and provided an income tax benefit of $0.4 million included in net loss from discontinued operations on the consolidated statements of (loss) income for the year ended December 31, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | |
Deposits by Sales Year for MSA Escrow Account | The following shows the amount of deposits by sales year for the MSA escrow account: (Dollar amounts in thousands) Sales Year Deposits as of December 31, 2019 2018 1999 $ 211 $ 211 2000 1,017 1,017 2001 1,673 1,673 2002 2,271 2,271 2003 4,249 4,249 2004 3,714 3,714 2005 4,553 4,552 2006 3,847 3,847 2007 4,167 4,167 2008 3,364 3,364 2009 1,619 1,619 2010 406 406 2011 193 193 2012 199 199 2013 173 173 2014 143 143 2015 101 101 2016 91 91 2017 83 83 Total $ 32,074 $ 32,073 |
Federal Excise Tax Rate by Product Category | The following table outlines the federal excise tax rate by product category effective as of April 1, 2009: Product Category Cigarette and Tobacco Rates effective April 1, 2019 Cigarettes $1.0066 per pack Large Cigars 52.75% of manufacturer’s price; cap of $0.4026 per cigar Little Cigars $1.0066 per pack Pip Tobacco (including Shisha) $2.8311 per pound Chewing Tobacco $0.5033 per pound Snuff $1.51 per pound RYO/MYO and Cigar Wrappers $24.78 per pound Cigarette Papers $0.0315 per 50 papers Cigarette Tubes $0.063 per 50 tubes |
Allowance for Doubtful Accounts | The activity of allowance for doubtful accounts was as follows: For the Year Ended December 31, (In thousands) 2019 2018 Balance at beginning of period $ 42 $ 17 Additions to allowance account during period 238 25 Deductions of allowance account during period - - Balance at end of period $ 280 $ 42 |
Turning Point [Member] | |
Summary of Significant Accounting Policies [Abstract] | |
Fair Value of MSA Escrow Account | The following shows the fair value of the MSA escrow account: December 31, 2019 2018 (In thousands) Cost and Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents $ 32,074 $ 2,361 $ - $ - $ 2,361 Fair value level 2: U.S. Governmental agency obligations (unrealized gain position < 12 months) - 1,193 9 - 1,202 Fair value level 2: U.S. Governmental agency obligations (unrealized loss position < 12 months) - 1,000 - (3 ) 997 Fair value level 2: U.S. Governmental agency obligations (unrealized loss position > 12 months) - 27,519 - (1,529 ) 25,990 Total $ 32,074 $ 32,073 $ 9 $ (1,532 ) $ 30,550 |
Maturities of U.S. Governmental Agency Obligations | The following schedule shows the maturities of the U.S. Governmental agency obligations as of: (In thousands) December 31, 2018 Less than one year $ 1,499 One to five years 13,591 Five to ten years 11,152 Greater than ten years 3,470 Total $ 29,712 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Discontinued Operations [Member] - Insurance Segment [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | The related assets and liabilities of the Insurance Segment are presented as assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2019 and 2018. The following table provides details of the carrying amounts of major classes of assets and liabilities related to discontinued operations as of December 31, 2019 and 2018: (In thousands) December 31, 2019 December 31, 2018 ASSETS OF DISCONTINUED OPERATIONS Cash and cash equivalents $ 6,626 $ 5,590 Fixed maturities available for sale, at fair value; amortized cost 21,680 32,132 Equity securities, at fair value 1,075 693 Premiums receivable 2,440 5,858 Property, plant and equipment, net 208 302 Right-of-use assets 13 - Intangible assets, net - 2,075 Deferred policy acquisition costs 993 2,279 Goodwill - 757 Other assets 913 2,483 Total assets $ 33,948 $ 52,169 LIABILITIES OF DISCONTINUED OPERATIONS Reserves for losses and loss adjustment expenses $ 25,393 $ 27,330 Unearned premiums 5,818 12,707 Advance premium collected 318 500 Accrued expenses 891 - Accrued liabilities - 1,785 Current portion of operating lease liabilities 34 - Deferred tax liabilities - 420 Other long-term liabilities 847 716 Total liabilities $ 33,301 $ 43,458 The following table provides details of the amounts reflected in loss from discontinued operations, net of tax in the consolidated statements of (loss) income for the year ended December 31, 2019 and the period from January 2, 2018 to December 31, 2018: Year Ended December 31 (In thousands) 2019 2018 Revenues: Insurance premiums earned $ 25,072 $ 28,648 Net investment income 935 851 Other income 964 1,158 Total revenues of discontinued operations 26,971 30,657 Operating costs and expenses: Incurred losses and loss adjustment expenses 24,350 25,221 Impairment loss on goodwill and other intangibles 2,826 - Other operating expenses 8,527 8,631 Total operating costs and expenses 35,703 33,852 Operating loss of discontinued operations (8,732 ) (3,195 ) Loss before income taxes (8,732 ) (3,195 ) Income tax benefit 420 - Net loss of discontinued operations, net of tax $ (8,312 ) $ (3,195 ) |
Deferred Policy Acquisition Costs | The activity of the deferred policy acquisition costs (“DAC”) accounts was as follows: (In thousands) For the year ended December 31, 2019 For the period ended December 31, 2018 DAC asset at beginning of period $ 2,279 $ - Deferred expenses 3,068 5,097 Amortized expenses (4,354 ) (2,818 ) DAC asset at end of period $ 993 $ 2,279 |
Investments in Fixed Maturity Securities | The Company classified all of its investments in fixed maturity debt securities held by Maidstone as available-for-sale and, accordingly, they were carried at estimated fair value. The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of: (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2019 U.S. Treasury and U.S. Government $ 11,253 $ 30 $ - $ 11,283 U.S. Tax-exempt municipal 2,508 76 - 2,584 Corporate 3,907 82 - 3,989 Mortgage and asset-backed securities 3,760 64 - 3,824 Total Fixed Maturity Securities $ 21,428 $ 252 $ - $ 21,680 December 31, 2018 U.S. Treasury and U.S. Government $ 4,338 $ - $ (34 ) $ 4,304 U.S. Tax-exempt municipal 4,645 4 (25 ) 4,624 Corporate 14,858 16 (193 ) 14,681 Mortgage and asset-backed securities 8,633 10 (120 ) 8,523 Total Fixed Maturity Securities $ 32,474 $ 30 $ (372 ) $ 32,132 |
Contractual Maturities of Investments in Fixed Maturity Securities | Amortized cost and fair value of fixed maturity securities at December 31, 2019 and 2018 by contractual maturity are shown below. The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2019 December 31, 2018 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 3,695 $ 3,698 $ 748 $ 745 Due after one year through five years 12,600 12,720 13,719 13,600 Due after five years through ten years 1,488 1,553 9,027 8,917 Due after ten years - - 347 347 Mortgage and asset-backed securities 3,645 3,709 8,633 8,523 Total $ 21,428 $ 21,680 $ 32,474 $ 32,132 |
Fixed Maturity Securities in Unrealized Loss Position | Fixed maturity securities that were in an unrealized loss position and the length of time that such securities have been in an unrealized loss position, as measured by their prior 12-month fair values, are as follows as of: Less Than 12 Months 12 Months or More Total (In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses December 31, 2019 Bonds: U.S. Treasury and U.S. Government $ 3,698 $ (386 ) $ - $ - $ 3,698 $ (386 ) Mortgage and asset-backed securities - - 59 (32 ) 59 (32 ) Total fixed maturities available for sale $ 3,698 $ (386 ) $ 59 $ (32 ) $ 3,757 $ (418 ) December 31, 2018 Bonds: U.S. Treasury and U.S. Government $ 4,304 $ (34 ) $ - $ - $ 4,304 $ (34 ) U.S. Tax-exempt municipal 4,285 (25 ) - - 4,285 (25 ) Corporate bonds 10,306 (193 ) - - 10,306 (193 ) Mortgage and asset-backed securities 6,717 (120 ) - - 6,717 (120 ) Total fixed maturities available for sale $ 25,612 $ (372 ) $ - $ - $ 25,612 $ (372 ) |
Net Investment Income | The components of net investment income for the year ended December 31, 2019 and for the period ended December 31, 2018 are as follows: (In thousands) For the Year Ended December 31, 2019 For the period from January 2, 2018 to December 31, 2018 Investment income: Bonds $ 777 $ 699 Common stocks 51 16 Preferred stocks 45 18 Cash and cash equivalents 100 138 Other asset investments 27 72 Total investment income 1,000 943 Less: Investment expenses (65 ) (92 ) Net investment income $ 935 $ 851 |
Fair Value Disclosures | The following tables show how Maidstone’s investments are categorized in the fair value hierarchy as of: (In thousands) Level 1 Level 2 Level 3 Total Fair Value December 31, 2019 Common stock $ 255 $ - $ - $ 255 Preferred stocks - 820 - 820 Total equities: $ 255 $ 820 $ - $ 1,075 Fixed maturities: U.S. treasury and U.S. government $ 11,283 $ - $ - $ 11,283 U.S. tax-exempt municipal - 2,584 - 2,584 Corporate - 3,989 - 3,989 Mortgage and asset-backed securities - 3,824 - 3,824 Total fixed maturities $ 11,283 $ 10,397 $ - $ 21,680 December 31, 2018 Common stock $ 227 $ - $ - $ 227 Preferred stocks - 466 - 466 Total equities: $ 227 $ 466 $ - $ 693 Fixed maturities: U.S. treasury and U.S. government $ 4,304 $ - $ - $ 4,304 U.S. tax-exempt municipal - 4,624 - 4,624 Corporate - 14,681 - 14,681 Mortgage and asset-backed securities - 8,523 - 8,523 Total fixed maturities $ 4,304 $ 27,828 $ - $ 32,132 |
Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses | The following table summarizes the net outstanding liabilities based on the tables above as of: December 31, (In thousands) 2019 2018 Net Outstanding Liabilities: Auto $ 22,555 $ 24,345 Homeowners’ 104 30 Liability for unpaid claims and claims adjustment expenses, net of reinsurance 22,659 24,375 Reinsurance recoverable on unpaid claims: Auto - - Homeowners’ - - Total reinsurance recoverable on unpaid claims - - Unallocated claims adjustment expenses 2,734 2,955 Total gross liability for unpaid claims and claims adjustment expenses $ 25,393 $ 27,330 |
Activity in Liability for Losses and LAE | Activity in the liability for losses and LAE is summarized as follows: (In thousands) For the Year Ended December 31, 2019 For the Period from January 2, 2018 to December 31, 2018 Reserve for losses and LAE at beginning of period $ 27,330 $ 30,672 Provision for claims, net of insurance: Incurred related to: Prior year 3,918 - Current year 13,187 25,223 Total incurred 17,105 25,223 Deduct payment of claims, net of reinsurance: Paid related to: Prior year 14,603 14,176 Current year 4,439 14,389 Total paid 19,042 28,565 Reserve for losses and LAE at end of period $ 25,393 $ 27,330 The components of the net liability for losses and LAE are as follows as of: December 31, (In thousands) 2019 2018 Case basis reserves $ 12,078 $ 15,863 Incurred but not reported reserves 13,315 11,467 Total $ 25,393 $ 27,330 |
Statutory Information | Statutory combined capital and (deficit) surplus and net loss of Maidstone as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 December 31, 2018 Statutory capital and (deficit) surplus $ (1,072 ) $ 4,769 Statutory loss $ (6,244 ) $ (9,559 ) |
Auto Insurance [Member] | |
Discontinued Operations [Abstract] | |
Claims Development, Net of Reinsurance | Auto: Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the years ended December 31, As of December 31, 2019 Unaudited Audited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Net IBNR Reserve Reported Claims 2010 $ 54,887 $ 57,194 $ 56,990 $ 57,281 $ 57,105 $ 56,872 $ 56,254 $ 56,084 $ 56,030 $ 56,035 $ 53 12,355 2011 47,570 44,500 44,184 43,752 43,548 42,908 42,817 42,830 42,934 62 9,351 2012 26,106 25,378 25,572 25,308 25,066 24,743 24,718 24,784 60 5,252 2013 15,997 15,605 15,951 15,830 15,727 15,681 15,734 36 3,455 2014 12,270 12,282 11,973 11,931 11,929 12,123 45 3,409 2015 15,840 15,562 15,421 15,149 15,405 159 4,758 2016 30,996 32,128 32,469 34,060 448 8,311 2017 23,331 25,096 26,697 1,402 7,030 2018 16,956 20,744 3,409 5,625 2019 16,714 4,847 3,881 Total $ 240,858 $ 265,230 $ 10,521 Auto: Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the years ended December 31, Unaudited Audited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 $ 25,764 $ 45,769 $ 51,501 $ 53,932 $ 54,938 $ 55,481 $ 55,328 $ 55,619 $ 55,683 $ 55,717 2011 20,259 34,495 39,391 41,338 42,166 42,116 42,443 42,545 42,772 2012 12,411 19,975 22,590 23,821 23,784 24,100 24,431 24,510 2013 7,685 12,103 13,985 14,674 15,223 15,417 15,556 2014 5,971 9,101 9,870 10,576 11,371 11,807 2015 8,002 8,917 10,862 13,283 14,391 2016 15,980 23,545 27,582 31,034 2017 14,477 18,922 22,733 2018 11,237 15,146 2019 9,085 Total $ 220,473 $ 242,751 |
Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses | Auto: Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses as of: December 31, 2019 2018 Unpaid Loss and Allocated Loss Adjustment Expense, Net of Reinsurance, for years presented $ 22,266 $ 24,248 Unpaid Loss and Loss Adjustment Expense, Net of Reinsurance, for years prior to 2010 393 97 Unpaid Unallocated Loss Adjustment Expense 2,734 2,955 Unpaid Losses and Loss Adjustment Expenses $ 25,393 $ 27,300 |
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance | The following is supplementary information about average historical claims duration: Auto: Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance as of December 31, 2019 (Unaudited) Years 1 2 3 4 5 6 7 8 9 10 49.6 % 22.6 % 11.5 % 8.7 % 3.3 % 1.0 % 0.4 % 0.3 % 0.3 % 0.1 % |
Homeowners Insurance [Member] | |
Discontinued Operations [Abstract] | |
Claims Development, Net of Reinsurance | Homeowners’: Incurred claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the years ended December 31, Unaudited Audited As of December 31, 2019 Accident Year 2014 2015 2016 2017 2018 2019 Net IBNR Reserves Reported Claims 2014 $ 2 $ 2 $ 2 $ 2 $ 2 $ 2 $ - 3 2015 597 580 580 580 580 - 41 2016 524 523 524 524 - 27 2017 - - - - - 2018 42 45 3 7 2019 286 32 15 Total $ 1,148 $ 1,437 $ 35 Homeowners’: Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Unaudited Audited Accident Year 2014 2015 2016 2017 2018 2019 2014 $ - $ 1 $ 2 $ 2 $ 2 $ 2 2015 304 580 580 580 580 2016 524 524 524 524 2017 - - - 2018 11 42 2019 185 Total $ 1,117 $ 1,333 |
Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses | Homeowners’: Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses as of: December 31, 2019 2018 Unpaid Loss and Allocated Loss Adjustment Expense, Net of Reinsurance, for years presented $ 104 $ 30 Unpaid Loss and Loss Adjustment Expense, Net of Reinsurance, for years prior to 2010 - - Unpaid Unallocated Loss Adjustment Expense - - Unpaid Losses and Loss Adjustment Expenses $ 104 $ 30 |
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance | The following is supplementary information about average historical claims duration: Homeowners’ Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance as of December 31, 2019 (Unaudited) Years 1 2 3 4 5 6 7 8 9 10 48.9 % 34.0 % 0.8 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % |
Maidstone [Member] | |
Discontinued Operations [Abstract] | |
Acquisition | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition: (In thousands) At January 2, 2018 as reported (final) Fixed maturities available for sale $ 25,386 Cash and cash equivalents 12,795 Investment income due and accrued 203 Premiums receivable 7,158 Property, plant and equipment 408 Intangible assets 2,100 Other assets 615 Reserves for losses and loss adjustment expenses (30,672 ) Unearned premiums (12,784 ) Advance premium collected (651 ) Deferred tax liability (420 ) Other liabilities (2,395 ) Total net assets acquired 1,743 Consideration exchanged 2,500 Goodwill $ 757 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Solace [Member] | |
Acquisitions [Abstract] | |
Acquisition | The following purchase price and goodwill and other intangibles are based on the excess of the acquisition price over the estimated fair value of the tangible assets acquired and are based on management’s preliminary estimates: (In thousands) As of December 31, 2019 (preliminary) Total consideration transferred $ 9,405 Adjustments to consideration transferred: Cash acquired (45 ) Working capital (235 ) Adjusted consideration transferred 9,125 Assets acquired: Working capital (primarily AR and inventory) 1,132 Fixed assets and other long term assets 414 Intangible assets 1,352 Other liabilities (209 ) Net assets acquired 2,689 Goodwill $ 6,436 |
IVG [Member] | |
Acquisitions [Abstract] | |
Acquisition | The following purchase price and goodwill are based on the excess of the acquisition price over the fair value of the tangible and intangible assets acquired: As of September 6, 2019 (final) Total consideration transferred $ 24,292 Adjustments to consideration: Cash acquired, net of debt assumed (221 ) Working capital (245 ) Adjusted consideration transferred 23,826 Assets acquired: Working capital (primarily inventory) 3,218 Fixed assets 1,274 Intangible assets 7,880 Net assets acquired 12,372 Goodwill $ 11,454 |
Vapor Supply [Member] | |
Acquisitions [Abstract] | |
Acquisition | The following purchase price and goodwill are based on the excess of the acquisition price over the estimated fair value of the tangible and intangible assets acquired: (In thousands) As of April 30, 2018 (final) Total consideration transferred $ 4,800 Assets acquired: Working capital (primarily inventory) 2,500 Fixed assets 272 Intangible assets 256 Net assets acquired 3,028 Goodwill $ 1,772 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventories [Abstract] | |
Inventories | The components of inventories are as follows as of: December 31, (In thousands) 2019 2018 Raw materials and work in process $ 7,050 $ 2,722 Leaf tobacco 32,763 34,977 Finished goods - Smokeless products 5,680 6,321 Finished goods - Smoking products 13,138 14,666 Finished goods - NewGen products 17,111 37,194 Other 989 738 Gross inventory 76,731 96,618 LIFO reserve (5,752 ) (5,381 ) Net inventory $ 70,979 $ 91,237 |
Inventory Valuation Allowance | The following represents the inventory valuation allowance roll-forward, for the years ended December 31: (In thousands) 2019 2018 Balance at beginning of period $ (2,504 ) $ (459 ) Charged to cost and expense (20,001 ) (2,132 ) Deductions for inventory disposed 1,003 263 Other - (176 ) Balance at end of period $ (21,502 ) $ (2,504 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Current Assets [Abstract] | |
Other Current Assets | Other current assets consist of the following as of: December 31, (In thousands) 2019 2018 Inventory deposits $ 4,012 $ 9,739 Prepaid taxes 3,673 - Other 8,706 5,306 Total $ 16,391 $ 15,045 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consist of the following as of: December 31, (In thousands) 2019 2018 Land $ 22 $ 22 Building and improvements 2,655 2,320 Leasehold improvements 2,567 2,101 Machinery and equipment 14,532 13,307 Advertising structures 18,650 17,913 Furniture and fixtures 8,949 5,453 Gross property, plant and equipment 47,375 41,116 Accumulated depreciation (17,007 ) (13,375 ) Net property, plant and equipment $ 30,368 $ 27,741 |
Deferred Financing Costs (Table
Deferred Financing Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Financing Costs [Abstract] | |
Deferred Financing Costs | Deferred financing costs relating to Turning Point’s revolving credit facility consist of: December 31, (In thousands) 2019 2018 Deferred financing costs, net of accumulated amortization of $410 and $174, respectively $ 890 $ 870 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill | The following table summarizes goodwill by segment: (In thousands) Smokeless Smoking New Gen Total Balance as of December 31, 2017 $ 32,590 $ 96,107 $ 5,923 $ 134,620 Adjustments - - 11,319 11,319 Balance as of December 31, 2018 32,590 96,107 17,242 145,939 Adjustments - - 1,907 1,907 Acquisitions - - 6,436 6,436 Balance as of December 31, 2019 $ 32,590 $ 96,107 $ 25,585 $ 154,282 |
Other Intangible Assets | The following tables summarize information about the Company’s allocation of other intangible assets. Gross carrying amounts of unamortized, indefinite life intangible assets are shown below as of: December 31, 2019 2018 (In thousands) Smokeless NewGen Total Smokeless NewGen Total Unamortized indefinite life intangible assets: Trade names $ 10,871 $ 10,786 $ 21,657 $ 10,871 $ 10,786 $ 21,657 Formulas 53 - 53 53 - 53 Total $ 10,924 $ 10,786 $ 21,710 $ 10,924 $ 10,786 $ 21,710 Amortized intangible assets included within the NewGen segment, as well as customer contracts for Standard Outdoor consist of as of: December 31, 2019 2018 (In thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Accumulated Amortization Amortized intangible assets: Customer relationships (useful life of 8-10 years) $ 8,106 $ 2,834 $ 8,107 $ 1,713 Trade names (useful life 15 years) 7,158 714 7,578 208 Franchise agreements (useful life of 8 years) 780 130 780 44 Non-compete agreements (useful life of 3.5 years) 100 88 100 60 Total $ 16,144 $ 3,766 $ 16,565 $ 2,025 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Other Assets | Other assets consist of the following as of: December 31, (In thousands) 2019 2018 Equity investments $ 5,421 $ 2,421 Pension assets 1,686 1,223 Other 3,583 288 Total $ 11,603 $ 6,415 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities consist of the following as of December 31, (In thousands) 2019 2018 Accrued payroll and related items $ 5,267 $ 6,063 Customer returns and allowances 6,160 3,634 Taxes payable 705 2,138 Lease liabilities 2,453 - Accrued interest 2,236 722 Other 10,817 11,326 Total $ 27,638 $ 23,883 |
Notes Payable and Long-Term D_2
Notes Payable and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable and Long-Term Debt [Abstract] | |
Notes Payable and Long-Term Debt | Notes payable and long-term debt consist of the following as of: December 31, (In thousands) 2019 2018 2018 First Lien Term Loan $ 146,000 $ 154,000 2018 Second Lien Term Loan - 40,000 Convertible Senior Notes 172,500 - SDI GACP Term Loan 25,000 - SDI Crystal Term Loan - 15,000 Standard Outdoor Promissory Notes 8,447 9,950 Note payable - IVG 4,240 4,000 Gross notes payable and long-term debt 356,187 222,950 Less deferred finance charges and debt discount (39,641 ) (4,903 ) Less current maturities (16,977 ) (9,431 ) Net notes payable and long-term debt $ 299,569 $ 208,616 |
Scheduled Principal Repayments | The following table summarizes the consolidated scheduled principal repayments subsequent to December 31, 2019: ($ In thousands) Future Minimum Principal Payments 2020 $ 17,078 2021 13,882 2022 16,227 2023 111,500 2024 197,500 thereafter - Total $ 356,187 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense consist of the following: (In thousands) For the Year Ended December 31, 2019 Operating lease cost: Cost of sales $ 1,188 Selling, general and administrative 3,108 Variable lease cost (1) 698 Short-term lease cost 147 Sublease income (110 ) Total $ 5,031 (1) Variable lease cost primarily includes elements of a contract that do not represent a good or service, but for which the lessee is responsible for paying. |
Operating Lease Assets and Liabilities | Supplemental balance sheet information related to leases consist of the following as of: (In thousands) December 31, 2019 Assets: Right of use assets $ 14,490 Total leased assets $ 14,490 Liabilities: Current lease liabilities (1) $ 2,453 Long-term lease liabilities 13,262 Total lease liabilities $ 15,715 (1) Reported within accrued liabilities on the consolidated balance sheet. |
Operating Lease Weighted-Average Remaining Lease Term and Discount Rate | December 31, 2019 Consolidated weighted average remaining lease term - operating leases 8.7 years Consolidated weighted average discount rate - operating leases 6.66 % |
Maturities of Lease Liabilities | As of December 31, 2019, future maturities of lease liabilities consist of the following: Year Payments 2020 $ 3,534 2021 3,207 2022 2,600 2023 2,179 2024 1,387 Thereafter 8,401 Total lease payments 21,308 Less: Imputed interest 5,593 Present value of lease liabilities $ 15,715 |
Pension and Postretirement Be_2
Pension and Postretirement Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Pension and Postretirement Benefit Plans [Abstract] | |
Reconciliation of Benefit Obligations, Fair Value of Plan Assets and Funded Status | The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for the years ended December 31, 2019 and 2018, and a statement of the funded status: Pension Benefits Postretirement Benefits (In thousands) 2019 2018 2019 2018 Reconciliation of benefit obligations: Benefit obligation at January 1 $ 13,700 $ 17,121 $ 3,305 $ 4,217 Service cost 104 104 - - Interest cost 520 553 101 117 Actuarial loss (gain) 916 (1,157 ) - (527 ) Assumptions - - - (323 ) Settlement/curtailment - (1,866 ) (3,207 ) - Benefits paid (1,023 ) (1,055 ) (84 ) (179 ) Benefit obligation at December 31 $ 14,217 $ 13,700 $ 115 $ 3,305 Reconciliation of fair value of plan assets: Fair value of plan assets at January 1 $ 14,923 $ 17,517 $ - $ - Actual return on plan assets 2,003 327 - - Employer contribution - - 84 179 Settlement/curtailment - (1,866 ) - - Benefits paid (1,023 ) (1,055 ) (84 ) (179 ) Fair value of plan assets at December 31 $ 15,903 $ 14,923 $ - $ - Funded status: Funded status at December 31 $ 1,686 $ 1,223 $ (115 ) $ (3,305 ) Unrecognized net actuarial loss (gain) 1,827 2,416 (54 ) (1,929 ) Net amount recognized $ 3,513 $ 3,639 $ (169 ) $ (5,234 ) |
Asset Allocation and Plan Assets Measured at Fair Value on a Recurring Basis | The asset allocation for Turning Point’s defined benefit plan, by asset category, follows: Target Allocation Percentage of Plan Assets at December 31, 2020 2019 2018 Asset category: Debt securities 100.0 % 88.5 % 84.8 % Cash 0.0 % 11.5 % 15.2 % Total 100.0 % 100.0 % 100.0 % The table below presents the balances of the plan’s assets measured at fair value on a recurring basis by level within the fair value hierarchy: (In thousands) Total Level 1 Level 2 Level 3 December 31, 2019 Pooled separate accounts $ 14,079 $ - $ 14,079 $ - Guaranteed deposit account 1,824 - - 1,824 Total assets at fair value at end of period $ 15,903 $ - $ 14,079 $ 1,824 December 31, 2018 Pooled separate accounts $ 12,658 $ - $ 12,658 $ - Guaranteed deposit account 2,265 - - 2,265 Total assets at fair value at end of period $ 14,923 $ - $ 12,658 $ 2,265 |
Changes in Fair Value of Guaranteed Deposit Account | The table below sets forth a summary of changes in the fair value of the Guaranteed Deposit Account: (In thousands) Guaranteed Deposit Account Balance at December 31, 2017 $ 4,721 Total gains (losses), realized/unrealized Return on plan assets 81 Purchases, sales, and settlements, net (2,537 ) Balance at December 31, 2018 2,265 Total gains (losses), realized/unrealized Return on plan assets 45 Purchases, sales, and settlements, net (486 ) Balance at December 31, 2019 $ 1,824 |
Amounts Recognized in Consolidated Balance Sheets | The following table provides the amounts recognized in the consolidated balance sheets as of December 31: Pension Benefits Postretirement Benefits (In thousands) 2019 2018 2019 2018 Prepaid asset $ 1,686 $ 1,223 $ - $ - Accrued benefit cost - - (115 ) (3,305 ) Accumulated other comprehensive loss, unrecognized net gain (loss) 1,827 2,416 (54 ) (1,929 ) Total $ 3,513 $ 3,639 $ (169 ) $ (5,234 ) |
Net Periodic Benefit Costs | The following table provides the components of net periodic pension and postretirement benefit costs and total costs for the plans for the years ended December 31: Pension Benefits Postretirement Benefits (In thousands) 2019 2018 2019 2018 Service cost $ 104 $ 104 $ - $ - Interest cost 520 553 101 117 Expected return on plan assets (645 ) (949 ) - - Amortization of (gains) losses 147 186 (169 ) (81 ) Curtailment loss (gain) - 306 (4,915 ) - Net periodic benefit cost $ 126 $ 200 $ (4,983 ) $ 36 |
Weighted Average Assumptions | The weighted average assumptions used in the measurement of Turning Point’s benefit obligation are as follows: Pension Benefits Postretirement Benefits 2019 2018 2018 Discount rate 3.00 % 4.00 % 4.25 % The weighted average assumptions used to determine net periodic pension and postretirement costs are as follows: Pension Benefits Postretirement Benefits 2019 2018 2018 Discount rate 4.0 % 3.8 % 3.3 % Expected return on plan assets 4.5 % 6.0 % 0.0 % |
Expected Future Benefit Payments | The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Period Pension Benefits (in thousands) 2020 $ 1,036 2021 1,028 2022 1,003 2023 994 2024 964 2025-2029 4,489 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-Based Compensation [Abstract] | |
Stock Option Activity | Information with respect to the adjusted activity of outstanding stock options is summarized as follows: Number of Shares Price Range Weighted Average Remaining Contractual term Balance, January 1, 2018 7,463 $ 31.00 $ 56.25 Cancelled (5,000 ) 31.00 56.25 Balance, December 31, 2018 2,463 31.00 46.25 Balance, December 31, 2019 2,463 $ 31.00 $ 46.25 2.9 years Vested and exercisable at December 31, 2018 2,463 $ 31.00 $ 46.25 2.9 years |
Stock Options Outstanding and Exercisable | The following table provides additional information about the Company’s stock options outstanding and exercisable at December 31, 2019: Options Outstanding and exercisable Weighted Average Range of Exercise Prices Number of Shares Remaining Contractual Life Exercise Price $ 31.00 - $31.25 1,400 4.3 Years $ 31.18 $ 45.25 - $46.25 1,063 1.0 Years $ 45.63 $ 31.00 - $46.25 2,463 2.9 Years $ 37.41 |
Non-Vested Restricted Stock Awards | The following table summarizes the changes in non-vested RSAs for the years ended December 31, 2019 and 2018: Shares Weighted Average Grant Date Fair Value Non-vested RSAs at January 1, 2018 119,102 $ 10.62 Granted 127,561 11.04 Vested (82,455 ) 10.70 Cancelled/Forfeited (37,203 ) 10.70 Non-vested RSAs at December 31, 2018 127,005 10.96 Granted 6,747 14.45 Vested (64,258 ) 11.10 Cancelled/Forfeited (4,779 ) 13.34 Non-vested RSAs at December 31, 2019 64,715 $ 11.02 |
Turning Point [Member] | |
Share-Based Compensation [Abstract] | |
Stock Option Activity | Stock option activity for the 2006 and 2015 Plans is summarized below: Stock Option Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Outstanding, December 31, 2017 763,672 $ 5.73 $ 2.36 Granted 124,100 21.27 6.33 Exercised (209,943 ) 3.97 1.47 Forfeited (18,255 ) 13.46 3.90 Outstanding, December 31, 2018 659,574 9.00 3.34 Granted 180,780 43.89 14.34 Exercised (129,067 ) 5.72 2.58 Forfeited (14,571 ) 34.55 11.10 Outstanding, December 31, 2019 696,716 $ 18.13 $ 6.17 |
Assumptions for Options Granted Under 2015 Plan | The following table outlines the assumptions based on the number of options granted under the 2015 Plan. March 7, 2018 March 13, 2018 March 20, 2019 October 24, 2019 Number of options granted 98,100 26,000 155,780 25,000 Options outstanding at December 31, 2019 87,353 26,000 147,830 25,000 Number exercisable at December 31, 2019 30,362 17,420 - - Exercise price $ 21.21 $ 21.49 $ 47.58 $ 20.89 Remaining lives 8.19 8.21 9.22 9.82 Risk free interest rate 2.65 % 2.62 % 2.34 % 1.58 % Expected volatility 28.76 % 28.76 % 30.95 % 31.93 % Expected life 6.000 5.495 6.000 6.000 Dividend yield 0.83 % 0.82 % 0.42 % 0.95 % Fair value at grant date $ 6.37 $ 6.18 $ 15.63 $ 6.27 |
PRSUs Activity | At December 31, 2019, there are 355,258 PRSUs outstanding, all of which are unvested. March 7, 2018 March 20, 2019 March 20, 2019 July 19, 2019 Number of PRSUs granted 96,000 92,500 4,901 88,582 PRSUs outstanding at December 31, 2019 93,000 85,800 4,876 88,582 Fair value as of grant date $ 21.21 $ 47.58 $ 47.58 $ 52.15 Remaining lives 3.00 4.00 - 3.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Tax Expense (Benefit) | Income tax expense (benefit) for the years ended December 31 consists of the following components: 2019 2018 (In thousands) Current Deferred Total Current Deferred Total Federal $ 5,281 $ (3,282 ) $ 1,999 $ 2,326 $ 3,165 $ 5,491 State and Local 982 (937 ) 45 1,394 (600 ) 794 Total $ 6,263 $ (4,219 ) $ 2,044 $ 3,720 $ 2,565 $ 6,285 |
Deferred Tax Assets and Liabilities | The following is a summary of the significant components of the Company’s deferred tax assets and liabilities as of: December 31, 2019 2018 (In thousands) Assets Liabilities Assets Liabilities Inventory $ 7,705 $ - $ 3,004 $ - Property, plant and equipment - (2,506 ) - (1,445 ) Goodwill and other intangibles - (7,672 ) - (7,386 ) Accrued pension and postretirement costs - (943 ) 202 - Federal NOL 4,056 - 6,020 - State NOL 6,569 - 6,169 - AMT credit carryforwards 10 - 10 - R&D credit carryforwards 123 - 1,195 - Unrealized loss on investment 580 - 351 - Leases 3,393 (3,099 ) - - Original issue discount 4,806 (8,118 ) - - Other 5,475 (555 ) 4,091 (440 ) Total deferred tax assets (liabilities) 32,717 (22,893 ) 21,042 (9,271 ) Valuation allowance (11,396 ) - (14,062 ) - Net deferred tax assets (liabilities) $ 21,321 $ (22,893 ) $ 6,980 $ (9,271 ) |
Reconciliation of Statutory to Effective Income Tax Rate | A reconciliation showing the differences between the Company’s effective tax rate and the U.S. Federal statutory tax rate is as follows: For the years ended December 31, 2019 2018 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 0.0 % 4.9 % Permanent differences -16.3 % -5.3 % Other -9.3 % 0.0 % Valuation allowance 34.7 % 6.0 % Total effective income tax rate 30.1 % 26.6 % |
Net Operating Loss Carryforwards | As of December 31, 2019, SDI had U.S. federal net operating loss carryforwards of approximately $37.5 million including those of acquired companies, which will expire as follows: Year Net Operating Loss ( 2022 $ 1,675 2024 1,039 2025 3 2026 1 2027 1 2028 1,581 2029 353 2030 353 2031 296 2033 754 2034 411 2035 1,268 2036 484 2037 1,133 2038 8,629 2039 7,872 Indefinite 11,610 Total $ 37,463 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following tables set forth the computation of basic and diluted net income per share of Class A and Class B common stock: Years Ended December 31, (In thousands, except share and per share amounts) 2019 2018 Basic net (loss) income per common share calculation: Net (loss) income form continuing operations attributable to SDI $ (2,311 ) $ 5,576 Loss from discontinued operations (8,312 ) (3,195 ) Net (loss) income attributable to SDI (10,623 ) 2,381 Weighted average Class A common shares outstanding – basic 9,048,439 8,767,400 Weighted average Class B common shares outstanding – basic 7,749,627 7,930,142 Weighted average common shares outstanding – basic 16,798,066 16,697,542 Net (loss) income from continuing operations attributable to SDI per share of common stock – basic (0.14 ) 0.33 Loss from discontinued operations attributable to SDI per share of common stock – basic (0.49 ) (0.19 ) Net (loss) income attributable to SDI per share of common stock – basic $ (0.63 ) $ 0.14 Years Ended December 31, (In thousands, except share and per share amounts) 2019 2018 Diluted net (loss) income attributable to SDI per common share calculation: Net (loss) income from continuing operations attributable to SDI $ (2,311 ) $ 5,576 Loss from discontinued operations (8,312 ) (3,195 ) Impact of subsidiary dilutive securities (1) (138 ) (206 ) Net (loss) income attributable to SDI - diluted (10,761 ) 2,175 Weighted average Class A common shares outstanding – basic 9,048,439 8,767,400 Weighted average Class B common shares outstanding – basic 7,749,627 7,930,142 Dilutive impact of stock options and restricted stock awards - 50,043 Weighted average common shares outstanding – diluted 16,798,066 16,747,585 Net (loss) income from continuing operations attributable to SDI per share of common stock – diluted (0.15 ) 0.32 Loss from discontinued operations attributable to SDI per share of common stock – diluted (0.49 ) (0.19 ) Net (loss) income attributable to SDI per share of common stock – diluted $ (0.64 ) $ 0.13 (1) The Company records an adjustment to net (loss) income in the relevant period for the dilutive impact of subsidiary stock-based awards on the Company’s reported net (loss) income for purposes of calculating net (loss) income per share. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information [Abstract] | |
Financial Information of Reported Segments | The tables below present financial information about reported segments: For the year ended December 31, 2019 2018 Revenues Smokeless Products $ 99,894 $ 90,031 Smoking Products 108,733 111,507 NewGen Products 153,362 131,145 Other (1) 2,818 2,445 Total 364,807 335,128 Operating Income (Loss) Smokeless Products 35,978 28,920 Smoking Products 45,058 42,650 NewGen Products (20,629 ) 6,752 Other (1) (39,079 ) (35,009 ) Total 21,328 43,313 Interest expense 20,194 17,237 Interest and investment income (2,749 ) (736 ) Loss on extinguishment of debt 2,267 2,384 Net periodic benefit (income) expense, excluding service cost (4,961 ) 131 Income before income taxes $ 6,577 $ 24,297 Capital Expenditures Smokeless products $ 2,823 $ 1,559 Smoking products - - NewGen products 1,992 708 Other (1) 15 214 Total $ 4,830 $ 2,481 Depreciation and amortization Smokeless products $ 1,608 $ 1,360 Smoking products - - NewGen Products 2,481 1,750 Other (1) 1,535 1,312 Total $ 5,624 $ 4,422 As of December 31, 2019 2018 Assets Smokeless Products $ 120,723 $ 99,441 Smoking Products 145,831 142,520 NewGen Products 90,899 95,397 Other (1) 119,645 32,416 Total $ 477,098 $ 369,774 (1) “Other” includes sales, operating income or assets that are not assigned to the other three reportable segments, such as sales, operating income or assets (including corporate cash) of SDI and Standard Outdoor, and Turning Point deferred taxes, deferred financing fees, and investments in subsidiaries. All goodwill has been allocated to reportable segments. |
Revenue Disaggregation - Sales Channel | Revenues of the Smokeless and Smoking segments are primarily comprised of sales made to wholesalers while NewGen sales are made to business to business and business to consumer, both online and through Turning Point’s corporate retail stores. NewGen net sales are broken out by sales channel below. NewGen Segment For the year ended December 31, (In thousands) 2019 2018 Business to business $ 112,580 $ 105,736 Business to consumer 31,348 15,624 Business to consumer- corporate store 9,273 9,631 Other 161 154 Total $ 153,362 $ 131,145 |
Net Sales - Domestic and Foreign | The following table shows a breakdown of consolidated net sales between domestic and foreign. For the year ended December 31, 2019 2018 Domestic $ 350,434 $ 319,491 Foreign 14,373 15,637 Total $ 364,807 $ 335,128 |
Organization and Description _3
Organization and Description of Business (Details) | Dec. 31, 2019 | Jun. 01, 2017 |
Turning Point [Member] | ||
Organization and Description of Business [Abstract] | ||
Percentage of ownership interest | 50.00% | 52.10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Basis of Presentation and Principles of Consolidation (Details) | Jan. 02, 2018 |
Pillar General [Member] | Interboro [Member] | |
Basis of Presentation and Principles of Consolidation [Abstract] | |
Percentage of ownership interest | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Noncontrolling (Details) | Dec. 31, 2019 | Jun. 01, 2017 |
Turning Point [Member] | ||
Noncontrolling Interests [Abstract] | ||
Percentage of ownership interest | 50.00% | 52.10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Shipping Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shipping Costs [Abstract] | ||
Shipping costs | $ 18.1 | $ 15.1 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Research and Development and Quality Assurance (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development and Quality Assurance [Abstract] | ||
Research and development costs | $ 2.5 | $ 2.5 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Inventories (Details) | Dec. 31, 2019 |
Inventories [Abstract] | |
Percentage of inventory where cost is determined using the LIFO method | 49.40% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies, Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Machinery, Equipment and Furniture [Member] | Minimum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful lives of assets | 4 years |
Machinery, Equipment and Furniture [Member] | Maximum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful lives of assets | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful lives of assets | 10 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful lives of assets | 15 years |
Billboards [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful lives of assets | 15 years |
Buildings and Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful lives of assets | 15 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies, Goodwill and Other Intangible Assets (Details) - Turning Point [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill impairment charge | $ 0 |
Intangible asset impairment charge | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies, Derivative Instruments (Details) - Maximum [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments [Abstract] | |
Percentage of anticipated purchases of inventory that may be hedged | 100.00% |
Term of hedge | 12 months |
Percentage of non-inventory purchases that may be hedged | 90.00% |
Summary of Significant Accou_12
Summary of Significant Accounting Policies, Advertising and Promotion (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Advertising and Promotion [Abstract] | ||
Advertising and promotion costs | $ 12 | $ 5.6 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies, Master Settlement Agreement (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)StateCounterparty | Dec. 31, 2018USD ($) | Apr. 01, 2009$ / lb | Mar. 31, 2009$ / lb | |
Master Settlement Agreement [Abstract] | ||||
Number of states that are parties to the Master Settlement Agreement and the Smokeless Tobacco Master Settlement Agreement | State | 46 | |||
Number of MSA cigarette manufacturers and/or distributors | Counterparty | 49 | |||
Term for restricted withdrawal of principal from MSA escrow account | 25 years | |||
Deposit made in MSA escrow account | $ 0 | |||
Fair Value of MSA Escrow Account [Abstract] | ||||
Cost | 32,074 | $ 32,073 | ||
Gross unrealized gains | 9 | |||
Gross unrealized losses | (1,532) | |||
Estimated fair value | 32,074 | 30,550 | ||
Master Settlement Agreement Escrow Account by Sales Year [Abstract] | ||||
1999 | 211 | 211 | ||
2000 | 1,017 | 1,017 | ||
2001 | 1,673 | 1,673 | ||
2002 | 2,271 | 2,271 | ||
2003 | 4,249 | 4,249 | ||
2004 | 3,714 | 3,714 | ||
2005 | 4,553 | 4,552 | ||
2006 | 3,847 | 3,847 | ||
2007 | 4,167 | 4,167 | ||
2008 | 3,364 | 3,364 | ||
2009 | 1,619 | 1,619 | ||
2010 | 406 | 406 | ||
2011 | 193 | 193 | ||
2012 | 199 | 199 | ||
2013 | 173 | 173 | ||
2014 | 143 | 143 | ||
2015 | 101 | 101 | ||
2016 | 91 | 91 | ||
2017 | 83 | 83 | ||
Total | 32,074 | 32,073 | ||
Cash and Cash Equivalents [Member] | ||||
Fair Value of MSA Escrow Account [Abstract] | ||||
Cost | 32,074 | 2,361 | ||
Gross unrealized gains | 0 | |||
Gross unrealized losses | 0 | |||
Estimated fair value | 32,074 | 2,361 | ||
U. S. Governmental Agency Obligations (Unrealized Gain Position less than 12 Months) [Member] | ||||
Fair Value of MSA Escrow Account [Abstract] | ||||
Cost | 0 | 1,193 | ||
Gross unrealized gains | 9 | |||
Gross unrealized losses | 0 | |||
Estimated fair value | 0 | 1,202 | ||
U. S. Governmental Agency Obligations (Unrealized Loss Position less than 12 Months) [Member] | ||||
Fair Value of MSA Escrow Account [Abstract] | ||||
Cost | 0 | 1,000 | ||
Gross unrealized gains | 0 | |||
Gross unrealized losses | (3) | |||
Estimated fair value | 0 | 997 | ||
U. S. Governmental Agency Obligations (Unrealized Loss Position more than 12 Months) [Member] | ||||
Fair Value of MSA Escrow Account [Abstract] | ||||
Cost | 0 | 27,519 | ||
Gross unrealized gains | 0 | |||
Gross unrealized losses | (1,529) | |||
Estimated fair value | 0 | 25,990 | ||
Turning Point [Member] | ||||
Fair Value of MSA Escrow Account [Abstract] | ||||
Cost | 32,100 | |||
Estimated fair value | $ 32,100 | |||
Maturities of U.S. Governmental Agency Obligations [Abstract] | ||||
Less than one year | 1,499 | |||
One to five years | 13,591 | |||
Five to ten years | 11,152 | |||
Greater than ten years | 3,470 | |||
Amortized cost | $ 29,712 | |||
RYO/MYO and Cigar Wrappers [Member] | ||||
Master Settlement Agreement [Abstract] | ||||
Federal excise tax rate (in dollars per unit) | $ / lb | 24.78 | 1.0969 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies, Federal Excise Taxes (Details) | Apr. 01, 2009$ / lb$ / FiftyTube$ / Pack$ / Cigar$ / FiftyPaper | Mar. 31, 2009$ / lb |
Cigarettes [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | $ / Pack | 1.0066 | |
Large Cigars [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate percentage | 52.75% | |
Federal excise tax rate (in dollars per unit) | $ / Cigar | 0.4026 | |
Little Cigars [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | $ / Pack | 1.0066 | |
Pipe Tobacco (including Shisha) [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | 2.8311 | |
Chewing Tobacco [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | 0.5033 | |
Snuff [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | 1.51 | |
RYO/MYO and Cigar Wrappers [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | 24.78 | 1.0969 |
Cigarette Papers [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | $ / FiftyPaper | 0.0315 | |
Cigarette Tubes [Member] | ||
Federal Excise Tax Rate by Product Category [Abstract] | ||
Federal excise tax rate (in dollars per unit) | $ / FiftyTube | 0.063 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies, Food and Drug Administration (Details) | 12 Months Ended |
Dec. 31, 2019CategoryClassPathway | |
Food and Drug Administration [Abstract] | |
Number of categories of tobacco products regulated by the FDA | Category | 4 |
Number of classes of regulated tobacco products on which user fees are assessed | Class | 6 |
Number of pathways for obtaining premarket authorization | Pathway | 3 |
Application period for deemed new tobacco products | 10 months |
Period deemed new tobacco products may remain on the market pending FDA review | 1 year |
Summary of Significant Accou_16
Summary of Significant Accounting Policies, Concentration of Credit Risk (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | |
Concentration of Credit Risk [Abstract] | ||
Bank deposits, including MSA escrow accounts, in excess of federally insured limits | $ | $ 134.3 | $ 15.4 |
Net Sales [Member] | Customer Concentration Risk [Member] | ||
Concentration of Credit Risk [Abstract] | ||
Number of customers accounting for more than 10% of sales | Customer | 0 | 0 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies, Accounts Receivable (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Movement in Valuation Allowance [Roll Forward] | ||
Balance at beginning of period | $ 42 | $ 17 |
Additions to allowance account during period | 238 | 25 |
Deductions of allowance account during period | 0 | 0 |
Balance at end of period | $ 280 | $ 42 |
Discontinued Operations, Major
Discontinued Operations, Major Classes of Assets and Liabilities (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Impairment Charges [Abstract] | ||
Goodwill impairment charge | $ 800 | |
Intangible asset impairment charge | 2,000 | |
Assets of Discontinued Operations [Abstract] | ||
Cash and cash equivalents | 6,626 | $ 5,590 |
Fixed maturities available for sale, at fair value; amortized cost | 21,680 | 32,132 |
Equity securities, at fair value | 1,075 | 693 |
Premiums receivable | 2,440 | 5,858 |
Property, plant and equipment, net | 208 | 302 |
Right-of-use assets | 13 | 0 |
Intangible assets, net | 0 | 2,075 |
Deferred policy acquisition costs | 993 | 2,279 |
Goodwill | 0 | 757 |
Other assets | 913 | 2,483 |
Total assets | 33,948 | 52,169 |
Liabilities of Discontinued Operations [Abstract] | ||
Reserves for losses and loss adjustment expenses | 25,393 | 27,330 |
Unearned premiums | 5,818 | 12,707 |
Advance premiums collected | 318 | 500 |
Accrued expenses | 891 | 0 |
Accrued liabilities | 0 | 1,785 |
Current portion of operating lease liabilities | 34 | 0 |
Deferred tax liabilities | 0 | 420 |
Other long-term liabilities | 847 | 716 |
Total liabilities | $ 33,301 | $ 43,458 |
Discontinued Operations, Amount
Discontinued Operations, Amounts Reflected in Statements of Operations (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues [Abstract] | ||
Insurance premiums earned | $ 25,072 | $ 28,648 |
Net investment income | 935 | 851 |
Other income | 964 | 1,158 |
Total revenues of discontinued operations | 26,971 | 30,657 |
Operating Costs and Expenses [Abstract] | ||
Incurred losses and loss adjustment expenses | 24,350 | 25,221 |
Impairment loss on goodwill and other intangibles | 2,826 | 0 |
Other operating expenses | 8,527 | 8,631 |
Total operating costs and expenses | 35,703 | 33,852 |
Operating loss of discontinued operations | (8,732) | (3,195) |
Loss before income taxes | (8,732) | (3,195) |
Income tax benefit | 420 | 0 |
Net loss of discontinued operations, net of tax | $ (8,312) | $ (3,195) |
Discontinued Operations, Maidst
Discontinued Operations, Maidstone Acquisition (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase Price Allocation [Abstract] | ||||
Goodwill | $ 154,282 | $ 145,939 | $ 134,620 | |
Interboro [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Fixed maturities available for sale | $ 25,386 | |||
Cash and cash equivalents | 12,795 | |||
Investment income due and accrued | 203 | |||
Premiums receivable | 7,158 | |||
Property, plant and equipment | 408 | |||
Intangible assets | 2,100 | |||
Other assets | 615 | |||
Reserves for losses and loss adjustment expenses | (30,672) | |||
Unearned premiums | (12,784) | |||
Advance premium collected | (651) | |||
Deferred tax liability | (420) | |||
Other liabilities | (2,395) | |||
Net assets acquired | 1,743 | |||
Consideration exchanged | 2,500 | |||
Goodwill | $ 757 |
Discontinued Operations, Accoun
Discontinued Operations, Accounting Policies of Discontinued Operations (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Securities [Abstract] | ||
Net unrealized gain (loss) on equity securities | $ 100,000 | $ (100,000) |
Deferred Policy Acquisition Costs [Roll Forward] | ||
DAC asset at beginning of period | 2,279,000 | 0 |
Deferred expenses | 3,068,000 | 5,097,000 |
Amortized expenses | (4,354,000) | (2,818,000) |
DAC asset at end of period | 993,000 | 2,279,000 |
Investment Income Due and Accrued [Abstract] | ||
Investment income on fixed maturity securities in default and delinquent | 0 | |
Insurance Company Assessments [Abstract] | ||
Premium based assessments | 300,000 | 0 |
Reinsurance [Abstract] | ||
Uncollectible amounts from reinsurers | 0 | |
Income Tax Policy [Abstract] | ||
Decrease in deferred income taxes | (400,000) | |
Income tax benefit | (420,000) | 0 |
Maximum [Member] | ||
Premiums Receivable [Abstract] | ||
Allowance for doubtful accounts | $ 30,000 | $ 30,000 |
Discontinued Operations, Invest
Discontinued Operations, Investments in Fixed Maturity Securities (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Investments in Fixed Maturity Securities [Abstract] | ||
Amortized cost | $ 21,428 | $ 32,474 |
Gross unrealized gains | 252 | 30 |
Gross unrealized losses | 0 | (372) |
Fair value | 21,680 | 32,132 |
U.S. Treasury and U.S. Government [Member] | ||
Investments in Fixed Maturity Securities [Abstract] | ||
Amortized cost | 11,253 | 4,338 |
Gross unrealized gains | 30 | 0 |
Gross unrealized losses | 0 | (34) |
Fair value | 11,283 | 4,304 |
U.S. Tax-Exempt Municipal [Member] | ||
Investments in Fixed Maturity Securities [Abstract] | ||
Amortized cost | 2,508 | 4,645 |
Gross unrealized gains | 76 | 4 |
Gross unrealized losses | 0 | (25) |
Fair value | 2,584 | 4,624 |
Corporate [Member] | ||
Investments in Fixed Maturity Securities [Abstract] | ||
Amortized cost | 3,907 | 14,858 |
Gross unrealized gains | 82 | 16 |
Gross unrealized losses | 0 | (193) |
Fair value | 3,989 | 14,681 |
Mortgage and Asset-backed Securities [Member] | ||
Investments in Fixed Maturity Securities [Abstract] | ||
Amortized cost | 3,760 | 8,633 |
Gross unrealized gains | 64 | 10 |
Gross unrealized losses | 0 | (120) |
Fair value | $ 3,824 | $ 8,523 |
Discontinued Operations, Contra
Discontinued Operations, Contractual Maturities of Investments in Fixed Maturity Securities (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Amortized Cost [Abstract] | ||
Due in one year or less | $ 3,695 | $ 748 |
Due after one year through five years | 12,600 | 13,719 |
Due after five years through ten years | 1,488 | 9,027 |
Due after ten years | 0 | 347 |
Mortgage and asset-backed securities | 3,645 | 8,633 |
Amortized cost | 21,428 | 32,474 |
Fair Value [Abstract] | ||
Due in one year or less | 3,698 | 745 |
Due after one year through five years | 12,720 | 13,600 |
Due after five years through ten years | 1,553 | 8,917 |
Due after ten years | 0 | 347 |
Mortgage and asset-backed securities | 3,709 | 8,523 |
Fair value | $ 21,680 | $ 32,132 |
Discontinued Operations, Fixed
Discontinued Operations, Fixed Maturity Securities in Unrealized Loss Position (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investments [Abstract] | ||
Fair value, less than 12 months | $ 3,698 | $ 25,612 |
Gross unrealized losses, less than 12 months | (386) | (372) |
Fair value, 12 months or more | 59 | 0 |
Gross unrealized losses, 12 months or more | (32) | 0 |
Fair value, total | 3,757 | 25,612 |
Gross realized losses, total | (418) | (372) |
Recognized OTTI losses | 0 | 0 |
U.S. Treasury and U.S. Government [Member] | ||
Investments [Abstract] | ||
Fair value, less than 12 months | 3,698 | 4,304 |
Gross unrealized losses, less than 12 months | (386) | (34) |
Fair value, 12 months or more | 0 | 0 |
Gross unrealized losses, 12 months or more | 0 | 0 |
Fair value, total | 3,698 | 4,304 |
Gross realized losses, total | (386) | (34) |
U.S. Tax-Exempt Municipal [Member] | ||
Investments [Abstract] | ||
Fair value, less than 12 months | 4,285 | |
Gross unrealized losses, less than 12 months | (25) | |
Fair value, 12 months or more | 0 | |
Gross unrealized losses, 12 months or more | 0 | |
Fair value, total | 4,285 | |
Gross realized losses, total | (25) | |
Corporate Bonds [Member] | ||
Investments [Abstract] | ||
Fair value, less than 12 months | 10,306 | |
Gross unrealized losses, less than 12 months | (193) | |
Fair value, 12 months or more | 0 | |
Gross unrealized losses, 12 months or more | 0 | |
Fair value, total | 10,306 | |
Gross realized losses, total | (193) | |
Mortgage and Asset-backed Securities [Member] | ||
Investments [Abstract] | ||
Fair value, less than 12 months | 0 | 6,717 |
Gross unrealized losses, less than 12 months | 0 | (120) |
Fair value, 12 months or more | 59 | 0 |
Gross unrealized losses, 12 months or more | (32) | 0 |
Fair value, total | 59 | 6,717 |
Gross realized losses, total | $ (32) | $ (120) |
Discontinued Operations, Net In
Discontinued Operations, Net Investment Income (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net Investment Income [Abstract] | ||
Investment income | $ 1,000 | $ 943 |
Less: investment expenses | (65) | (92) |
Net investment income | 935 | 851 |
Bonds [Member] | ||
Net Investment Income [Abstract] | ||
Investment income | 777 | 699 |
Bonds [Member] | Maximum [Member] | ||
Net Investment Income [Abstract] | ||
Capital gains (losses) | (20) | (10) |
Equity Securities [Member] | ||
Net Investment Income [Abstract] | ||
Capital gains (losses) | 400 | |
Common Shares [Member] | ||
Net Investment Income [Abstract] | ||
Investment income | 51 | 16 |
Preferred Stocks [Member] | ||
Net Investment Income [Abstract] | ||
Investment income | 45 | 18 |
Cash and Cash Equivalents [Member] | ||
Net Investment Income [Abstract] | ||
Investment income | 100 | 138 |
Other Asset Investments [Member] | ||
Net Investment Income [Abstract] | ||
Investment income | $ 27 | $ 72 |
Discontinued Operations, Fair V
Discontinued Operations, Fair Value of Investments (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Fixed maturities | $ 21,680 | $ 32,132 |
Transfers from Level 1 to level 2 | 0 | 0 |
Transfers from Level 2 to Level 1 | 0 | 0 |
U.S. Treasury and U.S. Government [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 11,283 | 4,304 |
U.S. Tax-Exempt Municipal [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 2,584 | 4,624 |
Corporate [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 3,989 | 14,681 |
Mortgage and Asset-backed Securities [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 3,824 | 8,523 |
Fair Value [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 1,075 | 693 |
Fixed maturities | 21,680 | 32,132 |
Fair Value [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 255 | 227 |
Fixed maturities | 11,283 | 4,304 |
Fair Value [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 820 | 466 |
Fixed maturities | 10,397 | 27,828 |
Fair Value [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 0 | 0 |
Fixed maturities | 0 | 0 |
Fair Value [Member] | Common Shares [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 255 | 227 |
Fair Value [Member] | Common Shares [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 255 | 227 |
Fair Value [Member] | Common Shares [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 0 | 0 |
Fair Value [Member] | Common Shares [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 0 | 0 |
Fair Value [Member] | Preferred Stocks [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 820 | 466 |
Fair Value [Member] | Preferred Stocks [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 0 | 0 |
Fair Value [Member] | Preferred Stocks [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 820 | 466 |
Fair Value [Member] | Preferred Stocks [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Equity securities | 0 | 0 |
Fair Value [Member] | U.S. Treasury and U.S. Government [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 11,283 | 4,304 |
Fair Value [Member] | U.S. Treasury and U.S. Government [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 11,283 | 4,304 |
Fair Value [Member] | U.S. Treasury and U.S. Government [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | U.S. Treasury and U.S. Government [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | U.S. Tax-Exempt Municipal [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 2,584 | 4,624 |
Fair Value [Member] | U.S. Tax-Exempt Municipal [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | U.S. Tax-Exempt Municipal [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 2,584 | 4,624 |
Fair Value [Member] | U.S. Tax-Exempt Municipal [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | Corporate [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 3,989 | 14,681 |
Fair Value [Member] | Corporate [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | Corporate [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 3,989 | 14,681 |
Fair Value [Member] | Corporate [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | Mortgage and Asset-backed Securities [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 3,824 | 8,523 |
Fair Value [Member] | Mortgage and Asset-backed Securities [Member] | Level 1 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 0 | 0 |
Fair Value [Member] | Mortgage and Asset-backed Securities [Member] | Level 2 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | 3,824 | 8,523 |
Fair Value [Member] | Mortgage and Asset-backed Securities [Member] | Level 3 [Member] | ||
Fair Value Disclosures [Abstract] | ||
Fixed maturities | $ 0 | $ 0 |
Discontinued Operations, Restri
Discontinued Operations, Restricted Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations [Member] | Insurance Segment [Member] | ||
Restricted Assets [Abstract] | ||
Deposits with U.S. Regulatory Authorities | $ 2.8 | $ 2.8 |
Discontinued Operations, Incurr
Discontinued Operations, Incurred and Paid Claim Development (Details) - Discontinued Operations [Member] - Insurance Segment [Member] $ in Thousands | Dec. 31, 2019USD ($)Claim | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) |
Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | $ 265,230 | $ 240,858 | ||||||||
Net IBNR reserve | 10,521 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | 242,751 | 220,473 | ||||||||
Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 1,437 | 1,148 | ||||||||
Net IBNR reserve | 35 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | 1,333 | 1,117 | ||||||||
Accident Year 2010 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 56,035 | 56,030 | $ 56,084 | $ 56,254 | $ 56,872 | $ 57,105 | $ 57,281 | $ 56,990 | $ 57,194 | $ 54,887 |
Net IBNR reserve | $ 53 | |||||||||
Reported claims | Claim | 12,355 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 55,717 | 55,683 | 55,619 | 55,328 | 55,481 | 54,938 | 53,932 | 51,501 | 45,769 | $ 25,764 |
Accident Year 2011 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 42,934 | 42,830 | 42,817 | 42,908 | 43,548 | 43,752 | 44,184 | 44,500 | 47,570 | |
Net IBNR reserve | $ 62 | |||||||||
Reported claims | Claim | 9,351 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 42,772 | 42,545 | 42,443 | 42,116 | 42,166 | 41,338 | 39,391 | 34,495 | $ 20,259 | |
Accident Year 2012 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 24,784 | 24,718 | 24,743 | 25,066 | 25,308 | 25,572 | 25,378 | 26,106 | ||
Net IBNR reserve | $ 60 | |||||||||
Reported claims | Claim | 5,252 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 24,510 | 24,431 | 24,100 | 23,784 | 23,821 | 22,590 | 19,975 | $ 12,411 | ||
Accident Year 2013 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 15,734 | 15,681 | 15,727 | 15,830 | 15,951 | 15,605 | 15,997 | |||
Net IBNR reserve | $ 36 | |||||||||
Reported claims | Claim | 3,455 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 15,556 | 15,417 | 15,223 | 14,674 | 13,985 | 12,103 | $ 7,685 | |||
Accident Year 2014 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 12,123 | 11,929 | 11,931 | 11,973 | 12,282 | 12,270 | ||||
Net IBNR reserve | $ 45 | |||||||||
Reported claims | Claim | 3,409 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 11,807 | 11,371 | 10,576 | 9,870 | 9,101 | 5,971 | ||||
Accident Year 2014 [Member] | Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 2 | 2 | 2 | 2 | 2 | 2 | ||||
Net IBNR reserve | $ 0 | |||||||||
Reported claims | Claim | 3 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 2 | 2 | 2 | 2 | 1 | $ 0 | ||||
Accident Year 2015 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 15,405 | 15,149 | 15,421 | 15,562 | 15,840 | |||||
Net IBNR reserve | $ 159 | |||||||||
Reported claims | Claim | 4,758 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 14,391 | 13,283 | 10,862 | 8,917 | 8,002 | |||||
Accident Year 2015 [Member] | Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 580 | 580 | 580 | 580 | 597 | |||||
Net IBNR reserve | $ 0 | |||||||||
Reported claims | Claim | 41 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 580 | 580 | 580 | 580 | $ 304 | |||||
Accident Year 2016 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 34,060 | 32,469 | 32,128 | 30,996 | ||||||
Net IBNR reserve | $ 448 | |||||||||
Reported claims | Claim | 8,311 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 31,034 | 27,582 | 23,545 | 15,980 | ||||||
Accident Year 2016 [Member] | Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 524 | 524 | 523 | 524 | ||||||
Net IBNR reserve | $ 0 | |||||||||
Reported claims | Claim | 27 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 524 | 524 | 524 | $ 524 | ||||||
Accident Year 2017 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 26,697 | 25,096 | 23,331 | |||||||
Net IBNR reserve | $ 1,402 | |||||||||
Reported claims | Claim | 7,030 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 22,733 | 18,922 | 14,477 | |||||||
Accident Year 2017 [Member] | Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 0 | 0 | 0 | |||||||
Net IBNR reserve | $ 0 | |||||||||
Reported claims | Claim | 0 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 0 | 0 | $ 0 | |||||||
Accident Year 2018 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 20,744 | 16,956 | ||||||||
Net IBNR reserve | $ 3,409 | |||||||||
Reported claims | Claim | 5,625 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 15,146 | 11,237 | ||||||||
Accident Year 2018 [Member] | Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 45 | 42 | ||||||||
Net IBNR reserve | $ 3 | |||||||||
Reported claims | Claim | 7 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 42 | $ 11 | ||||||||
Accident Year 2019 [Member] | Auto Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 16,714 | |||||||||
Net IBNR reserve | $ 4,847 | |||||||||
Reported claims | Claim | 3,881 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 9,085 | |||||||||
Accident Year 2019 [Member] | Homeowners Insurance [Member] | ||||||||||
Cumulative Paid Claim and Allocated Claim Adjustment Expenses [Abstract] | ||||||||||
Incurred claims and allocated claim adjustment expenses, net of reinsurance | 286 | |||||||||
Net IBNR reserve | $ 32 | |||||||||
Reported claims | Claim | 15 | |||||||||
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance | $ 185 |
Discontinued Operations, Reconc
Discontinued Operations, Reconciliation of Reserve Balances to Liability for Unpaid Loss and Loss Adjustment Expenses (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims [Abstract] | ||
Unpaid unallocated loss adjustment expense | $ 2,734 | $ 2,955 |
Auto Insurance [Member] | ||
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims [Abstract] | ||
Unpaid loss and allocated loss adjustment expense, net of reinsurance, for years presented | 22,266 | 24,248 |
Unpaid loss and loss adjustment expense, net of reinsurance, for years prior to 2010 | 393 | 97 |
Unpaid unallocated loss adjustment expense | 2,734 | 2,955 |
Unpaid losses and loss adjustment expenses | 25,393 | 27,300 |
Homeowners Insurance [Member] | ||
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims [Abstract] | ||
Unpaid loss and allocated loss adjustment expense, net of reinsurance, for years presented | 104 | 30 |
Unpaid loss and loss adjustment expense, net of reinsurance, for years prior to 2010 | 0 | 0 |
Unpaid unallocated loss adjustment expense | 0 | 0 |
Unpaid losses and loss adjustment expenses | $ 104 | $ 30 |
Discontinued Operations, Averag
Discontinued Operations, Average Annual Percentage Payout Incurred, Claims by Age (Details) - Discontinued Operations [Member] - Insurance Segment [Member] | Dec. 31, 2019 |
Auto Insurance [Member] | |
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance [Abstract] | |
Year one | 49.60% |
Year two | 22.60% |
Year three | 11.50% |
Year four | 8.70% |
Year five | 3.30% |
Year six | 1.00% |
Year seven | 0.40% |
Year eight | 0.30% |
Year nine | 0.30% |
Year ten | 0.10% |
Homeowners Insurance [Member] | |
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance [Abstract] | |
Year one | 48.90% |
Year two | 34.00% |
Year three | 0.80% |
Year four | 0.00% |
Year five | 0.00% |
Year six | 0.00% |
Year seven | 0.00% |
Year eight | 0.00% |
Year nine | 0.00% |
Year ten | 0.00% |
Discontinued Operations, Net Ou
Discontinued Operations, Net Outstanding Liabilities and Reinsurance Recoverable on Unpaid Claims (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Net Outstanding Liabilities [Abstract] | ||
Liability for unpaid claims and claim adjustment expenses, net of reinsurance | $ 22,659 | $ 24,375 |
Reinsurance recoverable on unpaid claims | 0 | 0 |
Unallocated claims adjustment expenses | 2,734 | 2,955 |
Total | 25,393 | 27,330 |
Auto Insurance [Member] | ||
Net Outstanding Liabilities [Abstract] | ||
Liability for unpaid claims and claim adjustment expenses, net of reinsurance | 22,555 | 24,345 |
Reinsurance recoverable on unpaid claims | 0 | 0 |
Unallocated claims adjustment expenses | 2,734 | 2,955 |
Homeowners Insurance [Member] | ||
Net Outstanding Liabilities [Abstract] | ||
Liability for unpaid claims and claim adjustment expenses, net of reinsurance | 104 | 30 |
Reinsurance recoverable on unpaid claims | 0 | 0 |
Unallocated claims adjustment expenses | $ 0 | $ 0 |
Discontinued Operations, Activi
Discontinued Operations, Activity and Component of Liability for Losses and LAE (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Liability for Losses and LAE [Roll Forward] | ||
Reserve for losses and LAE at beginning of period | $ 27,330 | $ 30,672 |
Incurred Related to [Abstract] | ||
Prior year | 3,918 | 0 |
Current year | 13,187 | 25,223 |
Total incurred | 17,105 | 25,223 |
Paid Related to [Abstract] | ||
Prior year | 14,603 | 14,176 |
Current year | 4,439 | 14,389 |
Total paid | 19,042 | 28,565 |
Reserve for losses and LAE at end of period | 25,393 | 27,330 |
Case basis reserves | 12,078 | 15,863 |
Incurred but not reported reserves | 13,315 | 11,467 |
Total | $ 25,393 | $ 27,330 |
Discontinued Operations, Reinsu
Discontinued Operations, Reinsurance (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - Homeowners Insurance [Member] $ in Millions | Feb. 01, 2018Contract | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Reinsurance [Abstract] | |||
Number of reinsurance contracts placed | Contract | 3 | ||
Quota share reinsurance percentage | 100.00% | ||
Insurance premiums earned | $ | $ 0.2 | $ 0.1 |
Discontinued Operations, Statut
Discontinued Operations, Statutory Information (Details) - Discontinued Operations [Member] - Insurance Segment [Member] - NYSDFS [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statutory Information [Abstract] | ||
Dividends that may be paid without approval | $ 0 | |
Amount of dividend declared or paid | 0 | $ 0 |
Statutory capital and (deficit) surplus | (1,072) | 4,769 |
Statutory loss | $ (6,244) | $ (9,559) |
Acquisitions, Standard Outdoor
Acquisitions, Standard Outdoor (Details) $ in Thousands | May 07, 2019USD ($)Billboard | Feb. 20, 2018USD ($)Billboard | Jan. 18, 2018USD ($)Billboard | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Acquisitions [Abstract] | |||||
Asset retirement obligation | $ 2,100 | $ 2,028 | |||
Standard Outdoor [Member] | |||||
Acquisitions [Abstract] | |||||
Number of billboards acquired | Billboard | 6 | 86 | 83 | ||
Consideration paid to acquire billboards | $ 6,800 | $ 9,700 | |||
Cash paid to acquire billboards | $ 600 | 3,200 | 4,000 | ||
Face amount of promissory note | 3,500 | 6,500 | |||
Fair value discount on promissory note | $ 300 | 900 | |||
Principal payment | 1,000 | ||||
Final principal payment | $ 3,500 | ||||
Interest rate | 5.00% | 5.00% | |||
Asset retirement obligation | $ 100 | $ 1,000 | $ 1,000 | ||
Standard Outdoor [Member] | Class A Common Stock [Member] | |||||
Acquisitions [Abstract] | |||||
Shares issued to acquire billboards | $ 200 |
Acquisitions, Solace Technologi
Acquisitions, Solace Technologies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets Acquired [Abstract] | ||||
Goodwill | $ 154,282 | $ 145,939 | $ 134,620 | |
Turning Point [Member] | Solace [Member] | ||||
Acquisitions [Abstract] | ||||
Cash paid for acquisition | $ 7,700 | |||
Earn-out fair value | 1,100 | |||
Holdback for acquisition | $ 500 | |||
Holdback period | 18 months | |||
Shares to be issued upon achievement of milestones (in shares) | 44,295 | |||
Purchase Price [Abstract] | ||||
Purchase consideration transferred | $ 9,405 | |||
Adjustments to consideration transferred [Abstract] | ||||
Cash acquired | (45) | |||
Working capital | (235) | |||
Adjusted consideration transferred | 9,125 | |||
Assets Acquired [Abstract] | ||||
Working capital (primarily AR and inventory) | 1,132 | |||
Fixed assets and other long term assets | 414 | |||
Intangible assets | 1,352 | |||
Other liabilities | (209) | |||
Net assets acquired | 2,689 | |||
Goodwill | 6,436 | |||
Goodwill deductible for tax purposes | $ 6,400 | |||
Turning Point [Member] | Solace [Member] | Performance-Based Restricted Stock Units [Member] | ||||
Acquisitions [Abstract] | ||||
Performance based restricted stock units issued (in shares) | 88,582 | |||
Fair value of performance based restricted stock units issued | $ 4,620 |
Acquisitions, IVG (Details)
Acquisitions, IVG (Details) - USD ($) $ in Thousands | Sep. 06, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Acquisitions [Abstract] | |||||
Note payable issued for acquisition | $ 356,187 | $ 222,950 | |||
Assets Acquired [Abstract] | |||||
Goodwill | $ 154,282 | 145,939 | $ 134,620 | ||
Turning Point [Member] | IVG [Member] | |||||
Acquisitions [Abstract] | |||||
Equity interest acquired | 100.00% | ||||
Cash paid for acquisition | $ 14,500 | ||||
Shares issued for acquisition (in shares) | 153,079 | ||||
Fair value of common stock issued for acquisition | $ 5,300 | ||||
Note payable issued for acquisition | 4,000 | ||||
Maturity period of note payable | 18 months | ||||
Earnouts payable to former IVG owners | $ 4,500 | ||||
Term for payment of performance-based earnouts | 2 years | ||||
Earnout expense | $ 900 | $ 1,500 | |||
Purchase Price [Abstract] | |||||
Purchase consideration transferred | $ 24,292 | ||||
Adjustments to consideration [Abstract] | |||||
Cash acquired, net of debt assumed | (221) | ||||
Working capital | (245) | ||||
Adjusted consideration transferred | 23,826 | ||||
Assets Acquired [Abstract] | |||||
Working capital (primarily inventory) | 3,218 | ||||
Fixed assets | 1,274 | ||||
Intangible assets | 7,880 | ||||
Net assets acquired | 12,372 | ||||
Goodwill | $ 11,454 | ||||
Goodwill deductible for tax purposes | $ 11,500 |
Acquisitions, Vapor Supply (Det
Acquisitions, Vapor Supply (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets Acquired [Abstract] | |||||
Goodwill | $ 154,282 | $ 145,939 | $ 134,620 | ||
Turning Point [Member] | Vapor Supply [Member] | |||||
Acquisitions [Abstract] | |||||
Cash paid at closing | $ 4,800 | ||||
Adjusted consideration transferred | 4,800 | ||||
Assets Acquired [Abstract] | |||||
Working capital (primarily inventory) | 2,500 | ||||
Fixed assets | 272 | ||||
Intangible assets | 256 | ||||
Net assets acquired | 3,028 | ||||
Goodwill | $ 1,772 | ||||
Adjustment to intangible assets | $ (1,800) | ||||
Goodwill deductible for tax purposes | $ 1,800 |
Derivative Instruments (Details
Derivative Instruments (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019EUR (€) | Dec. 31, 2018EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | |
Maximum [Member] | ||||
Derivative Instruments [Abstract] | ||||
Percentage of anticipated purchases of inventory that may be hedged | 100.00% | |||
Term of hedge | 12 months | |||
Percentage of non-inventory purchases that may be hedged | 90.00% | |||
Foreign Currency [Member] | ||||
Derivative Instruments [Abstract] | ||||
Notional amount of contracts purchased | € 0 | € 14.5 | ||
Notional amount | € 1.5 | € 0 | ||
Foreign Currency [Member] | Minimum [Member] | ||||
Derivative Instruments [Abstract] | ||||
Maturity date of contract | Mar. 31, 2018 | |||
Foreign Currency [Member] | Maximum [Member] | ||||
Derivative Instruments [Abstract] | ||||
Maturity date of contract | Jan. 31, 2019 | |||
Interest Rate Swaps [Member] | ||||
Derivative Instruments [Abstract] | ||||
Notional amount | $ | $ 70 | |||
Interest Rate Swaps [Member] | LIBOR [Member] | ||||
Derivative Instruments [Abstract] | ||||
Interest rate percentage | 2.755% | 2.755% |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||||||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019EUR (€) | Jul. 31, 2019USD ($) | Dec. 31, 2018EUR (€) | Sep. 30, 2018USD ($) | Mar. 07, 2018USD ($) | Feb. 20, 2018USD ($) | Jan. 18, 2018USD ($) | |
Fair Value of Financial Instruments [Abstract] | |||||||||
Notes payable | $ 356,187 | $ 222,950 | |||||||
Note Payable - IVG [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notes payable | 4,240 | 4,000 | |||||||
2018 First Lien Term Loan [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notes payable | 146,000 | 154,000 | |||||||
2.5% Convertible Senior Notes [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notes payable | 172,500 | 0 | |||||||
Foreign Exchange [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notional amount | € | € 0 | € 1.5 | |||||||
Interest Rate Swap [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notional amount | $ 70,000 | ||||||||
Turning Point [Member] | Note Payable - IVG [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Interest rate | 6.00% | 6.00% | |||||||
Aggregate principal amount | $ 4,000 | ||||||||
Maturity date | Mar. 5, 2020 | ||||||||
Turning Point [Member] | 2018 First Lien Term Loan [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Aggregate principal amount | $ 160,000 | ||||||||
Turning Point [Member] | 2.5% Convertible Senior Notes [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notes payable | $ 172,500 | ||||||||
Interest rate | 2.50% | 2.50% | 2.50% | ||||||
Aggregate principal amount | $ 172,500 | ||||||||
Maturity date | Jul. 15, 2024 | ||||||||
Turning Point [Member] | Foreign Exchange [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notional amount | $ 0 | € 0 | € 1.5 | ||||||
Gain (loss) on derivatives | 0 | (100) | |||||||
Fair value liability | 0 | 100 | |||||||
Turning Point [Member] | Interest Rate Swap [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Notional amount | 70,000 | 70,000 | |||||||
Turning Point [Member] | Interest Rate Swap [Member] | Level 2 [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Fair value liability | 2,500 | 900 | |||||||
Turning Point [Member] | Fair Value [Member] | 2018 First Lien Term Loan [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Long-term debt | 146,000 | 154,000 | |||||||
Turning Point [Member] | Fair Value [Member] | 2018 Second Lien Term Loan [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Long-term debt | $ 40,000 | ||||||||
Turning Point [Member] | Fair Value [Member] | 2.5% Convertible Senior Notes [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Long-term debt | 140,100 | ||||||||
Standard Outdoor [Member] | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||
Aggregate principal amount | $ 3,500 | $ 6,500 | |||||||
Fair value of promissory note issued | $ 8,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventories [Abstract] | ||
Raw materials and work in process | $ 7,050 | $ 2,722 |
Leaf tobacco | 32,763 | 34,977 |
Other | 989 | 738 |
Gross inventory | 76,731 | 96,618 |
LIFO reserve | (5,752) | (5,381) |
Net inventory | 70,979 | 91,237 |
Inventory Valuation Allowance [Member] | ||
Movement in Valuation Allowance [Roll Forward] | ||
Balance at beginning of period | (2,504) | (459) |
Charged to cost and expense | (20,001) | (2,132) |
Deductions for inventory disposed | 1,003 | 263 |
Other | 0 | (176) |
Balance at end of period | (21,502) | (2,504) |
Smokeless Products [Member] | ||
Inventories [Abstract] | ||
Finished goods | 5,680 | 6,321 |
Smoking Products [Member] | ||
Inventories [Abstract] | ||
Finished goods | 13,138 | 14,666 |
NewGen Products [Member] | ||
Inventories [Abstract] | ||
Finished goods | $ 17,111 | $ 37,194 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Current Assets [Abstract] | ||
Inventory deposits | $ 4,012 | $ 9,739 |
Prepaid taxes | 3,673 | 0 |
Other | 8,706 | 5,306 |
Total | $ 16,391 | $ 15,045 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | $ 46,928 | $ 40,708 |
Accumulated depreciation | (16,768) | (13,269) |
Net property, plant and equipment | 30,160 | 27,439 |
Land [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | 22 | 22 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | 2,655 | 2,320 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | 2,567 | 2,101 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | 14,532 | 13,307 |
Advertising Structures [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | 18,650 | 17,913 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Gross property, plant and equipment | $ 8,502 | $ 5,045 |
Deferred Financing Costs (Detai
Deferred Financing Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Financing Costs [Abstract] | ||
Deferred financing costs, net of accumulated amortization of $410 and $174, respectively | $ 890 | $ 870 |
Deferred financing costs, accumulated amortization | $ 410 | $ 174 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 145,939 | $ 134,620 |
Adjustments | 1,907 | 11,319 |
Acquisitions | 6,436 | |
Balance at end of period | 154,282 | 145,939 |
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 21,710 | 21,710 |
Amortized Intangible Assets [Abstract] | ||
Gross carrying amount | 16,144 | 16,565 |
Accumulated amortization | 3,766 | 2,025 |
Annual Amortization Expense [Abstract] | ||
2020 | 1,700 | |
2021 | 1,700 | |
2022 | 1,400 | |
2023 | 1,400 | |
2024 | 1,400 | |
Smokeless [Member] | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 32,590 | 32,590 |
Adjustments | 0 | 0 |
Acquisitions | 0 | |
Balance at end of period | 32,590 | 32,590 |
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 10,924 | 10,924 |
Smoking [Member] | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 96,107 | 96,107 |
Adjustments | 0 | 0 |
Acquisitions | 0 | |
Balance at end of period | 96,107 | 96,107 |
NewGen [Member] | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 17,242 | 5,923 |
Adjustments | 1,907 | 11,319 |
Acquisitions | 6,436 | |
Balance at end of period | 25,585 | 17,242 |
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 10,786 | 10,786 |
Trade Names [Member] | ||
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 21,657 | 21,657 |
Trade Names [Member] | Smokeless [Member] | ||
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 10,871 | 10,871 |
Trade Names [Member] | NewGen [Member] | ||
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 10,786 | 10,786 |
Formulas [Member] | ||
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 53 | 53 |
Formulas [Member] | Smokeless [Member] | ||
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 53 | 53 |
Formulas [Member] | NewGen [Member] | ||
Unamortized Indefinite Life Intangible Assets [Abstract] | ||
Gross carrying amount | 0 | 0 |
Customer Relationships [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Gross carrying amount | 8,106 | 8,107 |
Accumulated amortization | $ 2,834 | 1,713 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Amortized intangible assets, useful life | 8 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Amortized intangible assets, useful life | 10 years | |
Trade Names [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Gross carrying amount | $ 7,158 | 7,578 |
Accumulated amortization | $ 714 | 208 |
Amortized intangible assets, useful life | 15 years | |
Franchise Agreements [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Gross carrying amount | $ 780 | 780 |
Accumulated amortization | $ 130 | 44 |
Amortized intangible assets, useful life | 8 years | |
Non-Compete Agreements [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Gross carrying amount | $ 100 | 100 |
Accumulated amortization | $ 88 | $ 60 |
Amortized intangible assets, useful life | 3 years 6 months |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Assets [Abstract] | ||||||
Equity investments | $ 2,421 | $ 5,421 | $ 5,421 | $ 2,421 | ||
Pension assets | 1,223 | 1,686 | 1,686 | 1,223 | ||
Other | 288 | 3,583 | 3,583 | 288 | ||
Total | 3,932 | 10,690 | 10,690 | 3,932 | ||
Other Assets [Abstract] | ||||||
Revenue | 364,807 | 335,128 | ||||
Inventory | 91,237 | 70,979 | 70,979 | 91,237 | ||
Turning Point [Member] | Canadian American Standard Hemp [Member] | ||||||
Other Assets [Abstract] | ||||||
Cash paid to acquire investment | $ 2,000 | |||||
Ownership interest acquired | 19.99% | |||||
Fair value of investment | 4,000 | 4,000 | ||||
Gain on investment income | 2,000 | |||||
Purchase of inventory | 600 | |||||
Inventory | 0 | 0 | ||||
Turning Point [Member] | General Wireless Operations, Inc [Member] | ||||||
Other Assets [Abstract] | ||||||
Cash paid to acquire investment | $ 400 | |||||
Consulting fees paid | 200 | |||||
Purchase of finished goods inventory | $ 1,100 | |||||
Finished goods inventory | 0 | 0 | ||||
Turning Point [Member] | ReCreation [Member] | ||||||
Other Assets [Abstract] | ||||||
Ownership interest | 30.00% | |||||
Payment for investment | $ 1,000 | |||||
Potential additional investment if certain performance metrics are achieved | $ 2,000 | 2,000 | ||||
Revenue | $ 200 | |||||
Turning Point [Member] | ReCreation [Member] | Maximum [Member] | ||||||
Other Assets [Abstract] | ||||||
Ownership interest that can be acquired | 50.00% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | |||
Accrued payroll and related items | $ 5,267 | $ 6,063 | |
Customer returns and allowances | 6,160 | 3,634 | |
Taxes payable | 705 | 2,138 | |
Lease liabilities | 2,453 | [1] | 0 |
Accrued interest | 2,236 | 722 | |
Other | 10,817 | 11,326 | |
Total accrued liabilities | $ 27,638 | $ 23,883 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent | |
[1] | Reported within accrued liabilities on the consolidated balance sheet. |
Notes Payable and Long-Term D_3
Notes Payable and Long-Term Debt, Summary of Notes Payable and Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | $ 356,187 | $ 222,950 |
Less deferred finance charges | (39,641) | (4,903) |
Less current maturities | (16,977) | (9,431) |
Net notes payable and long-term debt | 299,569 | 208,616 |
2018 First Lien Term Loan [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | 146,000 | 154,000 |
2018 Second Lien Term Loan [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | 0 | 40,000 |
Convertible Senior Notes [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | 172,500 | 0 |
SDI GACP Term Loan [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | 25,000 | 0 |
SDI Crystal Term Loan [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | 0 | 15,000 |
Standard Outdoor Promissory Notes [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | 8,447 | 9,950 |
Note Payable - IVG [Member] | ||
Notes Payable and Long-Term Debt [Abstract] | ||
Carrying amount | $ 4,240 | $ 4,000 |
Notes Payable and Long-Term D_4
Notes Payable and Long-Term Debt, 2018 Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 07, 2018 | |
Notes Payable and Long-Term Debt [Abstract] | ||||||
Loss on extinguishment of debt | $ (2,267) | $ (2,384) | ||||
Turning Point [Member] | 2018 Credit Facility [Member] | ||||||
Notes Payable and Long-Term Debt [Abstract] | ||||||
Secured credit facility | $ 250,000 | |||||
Additional borrowing capacity under accordion feature | 40,000 | |||||
Turning Point [Member] | 2018 First Lien Term Loan [Member] | ||||||
Notes Payable and Long-Term Debt [Abstract] | ||||||
Face amount | 160,000 | |||||
Turning Point [Member] | 2018 Revolving Credit Facility [Member] | ||||||
Notes Payable and Long-Term Debt [Abstract] | ||||||
Maximum borrowing capacity | 50,000 | |||||
Turning Point [Member] | 2018 Second Lien Term Loan [Member] | ||||||
Notes Payable and Long-Term Debt [Abstract] | ||||||
Face amount | $ 40,000 | |||||
Loss on extinguishment of debt | $ (1,100) | $ (200) | ||||
Turning Point [Member] | 2017 Credit Facility [Member] | ||||||
Notes Payable and Long-Term Debt [Abstract] | ||||||
Loss on extinguishment of debt | $ (2,400) |
Notes Payable and Long-Term D_5
Notes Payable and Long-Term Debt, 2018 First Lien Credit Facility (Details) - Turning Point [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2019 | Mar. 07, 2018 | |
Letters of Credit [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Maximum borrowing capacity | $ 3.7 | ||
2018 First Lien Credit Facility [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Maturity date | Mar. 7, 2023 | ||
Principal payment due under excess cash covenant | $ 4.5 | ||
Consent fees | $ 0.1 | ||
2018 First Lien Credit Facility [Member] | Minimum [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Senior leverage ratio | 2.50 | ||
Total leverage ratio | 5 | ||
Fixed charge coverage ratio | 1.20 | ||
2018 First Lien Credit Facility [Member] | Maximum [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Senior leverage ratio | 3 | ||
Total leverage ratio | 5.50 | ||
2018 First Lien Term Loan [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Frequency of principal payment | Quarterly | ||
Weighted average interest rate | 4.55% | ||
2018 First Lien Term Loan [Member] | June 30, 2018 through March 31, 2020 [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Required payment | $ 2 | ||
2018 First Lien Term Loan [Member] | June 30, 2020 through March 31, 2022 [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Required payment | 3 | ||
2018 First Lien Term Loan [Member] | June 30, 2022 and after [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Required payment | $ 4 | ||
2018 First Lien Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Margin on variable rate | 2.75% | ||
2018 First Lien Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Margin on variable rate | 3.50% | ||
2018 Revolving Credit Facility [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Outstanding borrowings | $ 0 | ||
Unused portion of credit facility | 50 | ||
Maximum borrowing capacity | $ 50 | ||
Availability under credit facility | $ 46.3 | ||
2018 Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Margin on variable rate | 2.75% | ||
2018 Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Margin on variable rate | 3.50% | ||
Convertible Senior Notes [Member] | |||
Notes Payable and Long-Term Debt [Abstract] | |||
Maturity date | Jul. 15, 2024 | ||
Maximum notes to be issued | $ 200 | ||
Financing costs of amending facility | $ 0.7 |
Notes Payable and Long-Term D_6
Notes Payable and Long-Term Debt, 2018 Second Lien Credit Facility (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Notes Payable and Long-Term Debt [Abstract] | ||||
Loss on extinguishment of debt | $ (2,267) | $ (2,384) | ||
Turning Point [Member] | 2018 Second Lien Term Loan [Member] | ||||
Notes Payable and Long-Term Debt [Abstract] | ||||
Maturity date | Mar. 7, 2024 | |||
Payment of term loan | $ 35,500 | $ 4,500 | ||
Loss on extinguishment of debt | $ (1,100) | $ (200) | ||
Turning Point [Member] | 2018 Second Lien Term Loan [Member] | Minimum [Member] | ||||
Notes Payable and Long-Term Debt [Abstract] | ||||
Senior leverage ratio | 3.50 | |||
Total leverage ratio | 4.50 | |||
Fixed charge coverage ratio | 1.10 | |||
Turning Point [Member] | 2018 Second Lien Term Loan [Member] | Maximum [Member] | ||||
Notes Payable and Long-Term Debt [Abstract] | ||||
Senior leverage ratio | 3.75 | |||
Total leverage ratio | 4.75 | |||
Turning Point [Member] | 2018 Second Lien Term Loan [Member] | LIBOR [Member] | ||||
Notes Payable and Long-Term Debt [Abstract] | ||||
Margin on variable rate | 7.00% |
Notes Payable and Long-Term D_7
Notes Payable and Long-Term Debt, Convertible Senior Notes (Details) - Turning Point [Member] - 2.5% Convertible Senior Notes [Member] $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)shares$ / shares | Jul. 31, 2019USD ($) | |
Notes Payable and Long-Term Debt [Abstract] | ||
Face amount | $ 172,500 | |
Interest rate | 2.50% | 2.50% |
Maturity date | Jul. 15, 2024 | |
Shares issued upon conversion (in shares) | shares | 3,202,808 | |
Conversion rate | 18.567 | |
Conversion price (in dollars per share) | $ / shares | $ 53.86 | |
Debt discount | $ 35,000 | |
Effective interest rate | 7.50% | |
Amortization of debt discount | $ 2,900 | |
Debt issuance costs attributable to liability component | 4,700 | |
Debt issuance costs attributable to equity component | 1,200 | |
Principal amount of notes to be converted | $ 1 | |
Strike price (in dollars per share) | $ / shares | 53.86 | |
Cap price (in dollars per share) | $ / shares | 82.86 | |
Payment for cost of capped call transactions | $ 20,530 |
Notes Payable and Long-Term D_8
Notes Payable and Long-Term Debt, Note Payable - IVG (Details) - Turning Point [Member] - Note Payable - IVG [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2018 | |
Notes Payable and Long-Term Debt [Abstract] | ||
Face amount | $ 4 | |
Interest rate | 6.00% | |
Maturity date | Mar. 5, 2020 |
Notes Payable and Long-Term D_9
Notes Payable and Long-Term Debt, SDI and Standard Outdoor (Details) | Sep. 18, 2019USD ($) | Feb. 20, 2018USD ($)Billboard | Jan. 18, 2018USD ($)Billboard | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 02, 2018USD ($) | Dec. 31, 2017USD ($) |
Notes Payable and Long-Term Debt [Abstract] | |||||||
Payment of closing fee | $ 8,019,000 | $ 3,286,000 | |||||
Unrestricted cash and cash equivalents | 105,841,000 | 15,611,000 | $ 18,219,000 | ||||
Loss on extinguishment of debt | (2,267,000) | (2,384,000) | |||||
Standard Outdoor [Member] | |||||||
Notes Payable and Long-Term Debt [Abstract] | |||||||
Face amount | $ 3,500,000 | $ 6,500,000 | |||||
Interest expense | $ 800,000 | 800,000 | |||||
Number of billboards acquired | Billboard | 86 | 83 | |||||
Discount on promissory note | $ 300,000 | $ 900,000 | |||||
Principal payment | 1,000,000 | ||||||
Frequency of principal payment | Annually | ||||||
Final principal payment | $ 3,500,000 | ||||||
Fixed coupon interest rate | 5.00% | 5.00% | |||||
Crystal Term Loan [Member] | |||||||
Notes Payable and Long-Term Debt [Abstract] | |||||||
Face amount | $ 10,000,000 | ||||||
Loss on extinguishment of debt | $ (1,000,000) | ||||||
Unamortized deferred financing costs | 700,000 | ||||||
Early termination fee | 300,000 | ||||||
Interest expense | $ 2,100,000 | $ 1,400,000 | |||||
Crystal Term Loan [Member] | LIBOR [Member] | |||||||
Notes Payable and Long-Term Debt [Abstract] | |||||||
Term of variable rate | 3 months | ||||||
Crystal Term Loan [Member] | Maximum [Member] | |||||||
Notes Payable and Long-Term Debt [Abstract] | |||||||
Commitment for additional term loans | $ 15,000,000 | ||||||
SDI GACP Term Loan [Member] | |||||||
Notes Payable and Long-Term Debt [Abstract] | |||||||
Face amount | $ 25,000,000 | ||||||
Maturity date | Sep. 18, 2024 | ||||||
Payment of closing fee | 500,000 | ||||||
Agent monitoring fee | 25,000 | ||||||
Unrestricted cash and cash equivalents | $ 2,000,000 | ||||||
Unrestricted cash and cash equivalents | $ 10,500,000 | ||||||
Capitalized deferred financing cost | $ 600,000 | ||||||
SDI GACP Term Loan [Member] | LIBOR [Member] | |||||||
Notes Payable and Long-Term Debt [Abstract] | |||||||
Term of variable rate | 3 months | ||||||
Margin on variable rate | 9.00% |
Notes Payable and Long-Term _10
Notes Payable and Long-Term Debt, Scheduled Principal Repayments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Scheduled Principal Repayments [Abstract] | ||
2020 | $ 17,078 | |
2021 | 13,882 | |
2022 | 16,227 | |
2023 | 111,500 | |
2024 | 197,500 | |
Thereafter | 0 | |
Notes payable | $ 356,187 | $ 222,950 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Components of Lease Expense [Abstract] | ||||||
Variable lease cost | [1] | $ 698 | ||||
Short-term lease cost | 147 | |||||
Sublease income | (110) | |||||
Total | 5,031 | |||||
Assets [Abstract] | ||||||
Right of use assets | $ 14,490 | 14,490 | $ 0 | |||
Liabilities [Abstract] | ||||||
Current lease liabilities | $ 2,453 | [2] | $ 2,453 | [2] | $ 0 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent | |||
Long-term lease liabilities | $ 13,262 | $ 13,262 | $ 0 | |||
Total lease liabilities | $ 15,715 | $ 15,715 | ||||
Consolidated Weighted-Average Remaining Lease Term and Discount Rate [Abstract] | ||||||
Consolidated weighted average remaining lease term - operating leases | 8 years 8 months 12 days | 8 years 8 months 12 days | ||||
Consolidated weighted average discount rate - operating leases | 6.66% | 6.66% | ||||
Maturities of Lease Liabilities [Abstract] | ||||||
2021 | $ 3,534 | $ 3,534 | ||||
2022 | 3,207 | 3,207 | ||||
2023 | 2,600 | 2,600 | ||||
2024 | 2,179 | 2,179 | ||||
2025 | 1,387 | 1,387 | ||||
Thereafter | 8,401 | 8,401 | ||||
Total lease payments | 21,308 | 21,308 | ||||
Less: Imputed interest | 5,593 | 5,593 | ||||
Present value of lease liabilities | 15,715 | 15,715 | ||||
Impairment of right of use assets | 301 | $ 0 | ||||
Cost of Sales [Member] | ||||||
Components of Lease Expense [Abstract] | ||||||
Operating lease cost | 1,188 | |||||
Selling, General and Administrative [Member] | ||||||
Components of Lease Expense [Abstract] | ||||||
Operating lease cost | 3,108 | |||||
Turning Point [Member] | ||||||
Maturities of Lease Liabilities [Abstract] | ||||||
Operating lease liabilities not yet commenced | 1,500 | $ 1,500 | ||||
Impairment of right of use assets | $ 301 | |||||
[1] | Variable lease cost primarily includes elements of a contract that do not represent a good or service, but for which the lessee is responsible for paying. | |||||
[2] | Reported within accrued liabilities on the consolidated balance sheet. |
Pension and Postretirement Be_3
Pension and Postretirement Benefit Plans, Reconciliation of Benefit Obligations, Fair Value of Plan Assets and Funded Status (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Benefits [Member] | ||||
Plan Contributions [Abstract] | ||||
Total curtailment gain (loss) | $ 0 | $ (306) | ||
Reconciliation of Benefit Obligations [Abstract] | ||||
Benefit obligation at beginning of year | 13,700 | 17,121 | ||
Service cost | 104 | 104 | ||
Interest cost | 520 | 553 | ||
Actuarial loss (gain) | 916 | (1,157) | ||
Assumptions | 0 | 0 | ||
Settlement/curtailment | 0 | (1,866) | ||
Benefits paid | (1,023) | (1,055) | ||
Benefit obligation at end of year | $ 14,217 | 14,217 | 13,700 | |
Reconciliation of Fair Value of Plan Assets [Abstract] | ||||
Balance at beginning of year | 14,923 | 17,517 | ||
Actual return on plan assets | 2,003 | 327 | ||
Employer contribution | 0 | 0 | ||
Settlement/curtailment | 0 | (1,866) | ||
Benefits paid | (1,023) | (1,055) | ||
Balance at end of the year | 15,903 | 15,903 | 14,923 | |
Funded Status [Abstract] | ||||
Funded status at end of year | 1,686 | 1,686 | 1,223 | |
Unrecognized net actuarial loss (gain) | 1,827 | 1,827 | 2,416 | |
Net amount recognized | 3,513 | 3,513 | 3,639 | |
Postretirement Benefits [Member] | ||||
Plan Contributions [Abstract] | ||||
Total curtailment gain (loss) | 4,915 | 0 | ||
Reconciliation of Benefit Obligations [Abstract] | ||||
Benefit obligation at beginning of year | 3,305 | 4,217 | ||
Service cost | 0 | 0 | ||
Interest cost | 101 | 117 | ||
Actuarial loss (gain) | 0 | (527) | ||
Assumptions | 0 | (323) | ||
Settlement/curtailment | (3,207) | 0 | ||
Benefits paid | (84) | (179) | ||
Benefit obligation at end of year | 115 | 115 | 3,305 | |
Reconciliation of Fair Value of Plan Assets [Abstract] | ||||
Balance at beginning of year | 0 | 0 | ||
Actual return on plan assets | 0 | 0 | ||
Employer contribution | 84 | 179 | ||
Settlement/curtailment | 0 | 0 | ||
Benefits paid | (84) | (179) | ||
Balance at end of the year | 0 | 0 | 0 | |
Funded Status [Abstract] | ||||
Funded status at end of year | (115) | (115) | (3,305) | |
Unrecognized net actuarial loss (gain) | (54) | (54) | (1,929) | |
Net amount recognized | (169) | (169) | $ (5,234) | |
Turning Point [Member] | Pension Benefits [Member] | ||||
Plan Contributions [Abstract] | ||||
Total curtailment gain (loss) | $ (300) | |||
Turning Point [Member] | Postretirement Benefits [Member] | ||||
Plan Contributions [Abstract] | ||||
Total curtailment gain (loss) | 4,900 | |||
Expected contributions in 2020 | $ 100 | $ 100 |
Pension and Postretirement Be_4
Pension and Postretirement Benefit Plans, Asset Allocation (Details) - Turning Point [Member] | Dec. 31, 2019 | Dec. 31, 2018 |
Asset Allocation [Abstract] | ||
Target allocation | 100.00% | |
Actual allocation | 100.00% | 100.00% |
Debt Securities [Member] | ||
Asset Allocation [Abstract] | ||
Target allocation | 100.00% | |
Actual allocation | 88.50% | 84.80% |
Cash [Member] | ||
Asset Allocation [Abstract] | ||
Target allocation | 0.00% | |
Actual allocation | 11.50% | 15.20% |
Pension and Postretirement Be_5
Pension and Postretirement Benefit Plans, Plan Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Guaranteed Deposit Account [Member] | Level 3 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | $ 1,824 | $ 2,265 | $ 4,721 |
Pension Plan [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 15,903 | 14,923 | $ 17,517 |
Pension Plan [Member] | Recurring [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 15,903 | 14,923 | |
Pension Plan [Member] | Recurring [Member] | Level 1 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Pension Plan [Member] | Recurring [Member] | Level 2 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 14,079 | 12,658 | |
Pension Plan [Member] | Recurring [Member] | Level 3 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 1,824 | 2,265 | |
Pension Plan [Member] | Pooled Separate Accounts [Member] | Recurring [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 14,079 | 12,658 | |
Pension Plan [Member] | Pooled Separate Accounts [Member] | Recurring [Member] | Level 1 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Pension Plan [Member] | Pooled Separate Accounts [Member] | Recurring [Member] | Level 2 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 14,079 | 12,658 | |
Pension Plan [Member] | Pooled Separate Accounts [Member] | Recurring [Member] | Level 3 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Pension Plan [Member] | Guaranteed Deposit Account [Member] | Recurring [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 1,824 | 2,265 | |
Pension Plan [Member] | Guaranteed Deposit Account [Member] | Recurring [Member] | Level 1 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Pension Plan [Member] | Guaranteed Deposit Account [Member] | Recurring [Member] | Level 2 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Pension Plan [Member] | Guaranteed Deposit Account [Member] | Recurring [Member] | Level 3 [Member] | |||
Plan Assets [Abstract] | |||
Fair value of plan assets | $ 1,824 | $ 2,265 |
Pension and Postretirement Be_6
Pension and Postretirement Benefit Plans, Changes in Fair Value of Guaranteed Deposit Account (Details) - Guaranteed Deposit Account [Member] - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Fair Value of Guaranteed Deposit Account [Roll Forward] | ||
Balance at beginning of year | $ 2,265 | $ 4,721 |
Total Gains (Losses), Realized/Unrealized [Abstract] | ||
Return on plan assets | 45 | 81 |
Purchases, sales, and settlements, net | (486) | (2,537) |
Balance at end of the year | $ 1,824 | $ 2,265 |
Pension and Postretirement Be_7
Pension and Postretirement Benefit Plans, Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Amounts Recognized in Consolidated Balance Sheets [Abstract] | ||
Prepaid asset | $ 1,686 | $ 1,223 |
Pension Plan [Member] | ||
Amounts Recognized in Consolidated Balance Sheets [Abstract] | ||
Prepaid asset | 1,686 | 1,223 |
Accrued benefit cost | 0 | 0 |
Accumulated other comprehensive loss, unrecognized net gain (loss) | 1,827 | 2,416 |
Net amount recognized | 3,513 | 3,639 |
Amounts in Accumulated Other Comprehensive (Loss) Income Expected to be Recognized in 2019 [Abstract] | ||
Amount in accumulated other comprehensive (loss) income expected to be recognized in net periodic benefit costs in 2020 | (1,800) | |
Postretirement Benefits [Member] | ||
Amounts Recognized in Consolidated Balance Sheets [Abstract] | ||
Prepaid asset | 0 | 0 |
Accrued benefit cost | (115) | (3,305) |
Accumulated other comprehensive loss, unrecognized net gain (loss) | (54) | (1,929) |
Net amount recognized | $ (169) | $ (5,234) |
Pension and Postretirement Be_8
Pension and Postretirement Benefit Plans, Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Plan [Member] | ||
Net Periodic Benefit Costs [Abstract] | ||
Service cost | $ 104 | $ 104 |
Interest cost | 520 | 553 |
Expected return on plan assets | (645) | (949) |
Amortization of (gains) losses | 147 | 186 |
Curtailment loss (gain) | 0 | 306 |
Net periodic benefit cost | 126 | 200 |
Postretirement Benefits [Member] | ||
Net Periodic Benefit Costs [Abstract] | ||
Service cost | 0 | 0 |
Interest cost | 101 | 117 |
Expected return on plan assets | 0 | 0 |
Amortization of (gains) losses | (169) | (81) |
Curtailment loss (gain) | (4,915) | 0 |
Net periodic benefit cost | $ (4,983) | $ 36 |
Pension and Postretirement Be_9
Pension and Postretirement Benefit Plans, Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Benefits [Member] | ||
Weighted Average Assumptions Used to Measure Benefit Obligation [Abstract] | ||
Discount rate | 3.00% | 4.00% |
Weighted Average Assumptions Used to Determine Net Periodic Benefit Costs [Abstract] | ||
Discount rate | 4.00% | 3.80% |
Expected return on plan assets | 4.50% | 6.00% |
Postretirement Benefits [Member] | ||
Weighted Average Assumptions Used to Measure Benefit Obligation [Abstract] | ||
Discount rate | 4.25% | |
Weighted Average Assumptions Used to Determine Net Periodic Benefit Costs [Abstract] | ||
Discount rate | 3.30% | |
Expected return on plan assets | 0.00% |
Pension and Postretirement B_10
Pension and Postretirement Benefit Plans, Expected Future Benefit Payments and Contributions (Details) - Pension Benefits [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Expected Future Benefit Payments [Abstract] | |
2020 | $ 1,036 |
2021 | 1,028 |
2022 | 1,003 |
2023 | 994 |
2024 | 964 |
2025-2029 | $ 4,489 |
Pension and Postretirement B_11
Pension and Postretirement Benefit Plans, 401(k) Retirement Savings Plan (Details) - Turning Point [Member] - 401(k) Retirement Savings Plan [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Voluntary 401(k) Retirement Savings Plan [Abstract] | ||
Maximum annual employee contribution percentage | 15.00% | |
Employer contribution percentage for employee contributing 4% or greater | 4.00% | 4.00% |
Matching contribution percentage by employer | 100.00% | 100.00% |
Employer discretionary contribution percentage | 1.00% | 1.00% |
Employer matching contributions | $ 1.5 | $ 1.2 |
Maximum [Member] | ||
Voluntary 401(k) Retirement Savings Plan [Abstract] | ||
Employee contribution percentage matched by employer | 4.00% | 4.00% |
Stockholders' Equity, Common St
Stockholders' Equity, Common Stock (Details) | 12 Months Ended | |||
Dec. 31, 2019Vote / sharesClass$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 29, 2017$ / shares | May 31, 2017shares | |
Common Stock [Abstract] | ||||
Common stock, shares outstanding (in shares) | 857,714 | |||
Shares distributed as a dividend (in shares) | 1 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||
Common stock, shares authorized (in shares) | 330,000,000 | 50,000,000 | ||
Number of classes of common stock | Class | 2 | |||
Class A Common Stock [Member] | ||||
Common Stock [Abstract] | ||||
Issuance of shares for Contribution and Exchange Agreement (in shares) | 7,335,018 | |||
Common stock, shares outstanding (in shares) | 8,931,332 | 9,052,801 | ||
Issuance of shares for restricted stock (in shares) | 13,700 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | ||
Class B Common Stock [Member] | ||||
Common Stock [Abstract] | ||||
Common stock, shares outstanding (in shares) | 7,701,975 | 7,801,995 | ||
Shares distributed as a dividend (in shares) | 8,190,166 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | ||
Number of votes per share | Vote / shares | 10 | |||
Percentage of outstanding shares that can approve conversion of Class B to Class A common stock | 66.67% | |||
Turning Point [Member] | ||||
Common Stock [Abstract] | ||||
Common stock, shares outstanding (in shares) | 9,842,373 |
Stockholders' Equity, Preferred
Stockholders' Equity, Preferred Stock (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | May 30, 2017 | May 29, 2017 |
Preferred Stock [Abstract] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 19,664,362 |
Stockholders' Equity, Common _2
Stockholders' Equity, Common Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 29, 2017 | |
Common Stock Repurchase Program [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Percentage of outstanding shares of commons stock authorized for repurchase | 5.00% | ||
Repurchase of common shares (in shares) | 270,491 | 103,492 | |
Repurchase of common shares | $ 3,501 | $ 1,440 | |
Accrued liabilities for unsettled repurchases | $ 0 | $ 800 | |
Class A Common Stock [Member] | |||
Common Stock Repurchase Program [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Class B Common Stock [Member] | |||
Common Stock Repurchase Program [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Stockholders' Equity, Equity Is
Stockholders' Equity, Equity Issuance (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2018 | Jan. 31, 2018 | |
Restricted Stock [Member] | ||
Equity Issuance [Abstract] | ||
Restricted stock granted (in shares) | 18,834 | |
Class A Common Stock [Member] | ||
Equity Issuance [Abstract] | ||
Shares issued in private placement (in shares) | 181,825 | |
Proceeds from issuance of stock in private placement | $ 2 |
Stockholders' Equity, Dividends
Stockholders' Equity, Dividends paid by Turning Point (Details) - Turning Point [Member] - $ / shares | Apr. 10, 2020 | Dec. 15, 2017 | Dec. 31, 2019 |
Dividend Declared Q4-2017 [Member] | |||
Turning Point Dividends [Abstract] | |||
Dividend payable, date declared | Nov. 9, 2017 | ||
Cash dividend paid (in dollars per share) | $ 0.04 | ||
Dividend payable, date to be paid | Dec. 15, 2017 | ||
Dividend payable, date of record | Nov. 27, 2017 | ||
Dividend Declared Q1-2020 [Member] | Subsequent Event [Member] | |||
Turning Point Dividends [Abstract] | |||
Cash dividend paid (in dollars per share) | $ 0.05 | ||
Percentage increase in dividend paid per share | 11.00% | ||
Dividend payable, date to be paid | Apr. 10, 2020 | ||
Dividend payable, date of record | Mar. 20, 2020 |
Share-Based Compensation, 2017
Share-Based Compensation, 2017 Plan and ESPP (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Jun. 09, 2017 | |
2017 Plan [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of shares available for grant (in shares) | 982,183 | |
2017 Plan [Member] | Class A Common Stock [Member] | ||
Share-Based Compensation [Abstract] | ||
Maximum number of shares issuable (in shares) | 1,000,000 | |
ESPP [Member] | ||
Share-Based Compensation [Abstract] | ||
Maximum number of shares issuable (in shares) | 26,447 | |
Purchase price of common stock as percentage of fair market value | 90.00% |
Share-Based Compensation, Compe
Share-Based Compensation, Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Selling, General and Administrative Expense [Member] | ||
Share-Based Compensation [Abstract] | ||
Share-based compensation expense | $ 4.3 | $ 2.2 |
Share-Based Compensation, Stock
Share-Based Compensation, Stock Option Activity (Details) - 2017 Plan [Member] - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-Based Compensation [Abstract] | ||
Options exercised (in shares) | 0 | 0 |
Number of Shares [Roll Forward] | ||
Balance outstanding, beginning of period (in shares) | 2,463 | 7,463 |
Cancelled (in shares) | (5,000) | |
Balance outstanding, end of period (in shares) | 2,463 | 2,463 |
Vested and exercisable at end of period (in shares) | 2,463 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted average remaining contractual term, balance outstanding at end of period | 2 years 10 months 24 days | |
Weighted average remaining contractual term, vested and exercisable at end of period | 2 years 10 months 24 days | |
Minimum [Member] | ||
Weighted Average Exercise Price [Abstract] | ||
Balance outstanding, beginning of period (in dollars per share) | $ 31 | $ 31 |
Cancelled (in dollars per share) | 31 | |
Balance outstanding, end of period (in dollars per share) | 31 | 31 |
Vested and exercisable at end of period (in dollars per share) | 31 | |
Maximum [Member] | ||
Weighted Average Exercise Price [Abstract] | ||
Balance outstanding, beginning of period (in dollars per share) | 46.25 | 56.25 |
Cancelled (in dollars per share) | 56.25 | |
Balance outstanding, end of period (in dollars per share) | $ 46.25 | 46.25 |
Vested and exercisable at end of period (in dollars per share) | $ 46.25 |
Share-Based Compensation, Sto_2
Share-Based Compensation, Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
$31.00 - $31.25 [Member] | |
Share-Based Compensation [Abstract] | |
Exercise price, lower range limit (in dollars per share) | $ 31 |
Exercise price, upper range limit (in dollars per share) | $ 31.25 |
Options outstanding, number of shares (in shares) | shares | 1,400 |
Options outstanding, weighted average remaining contractual life | 4 years 3 months 18 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 31.18 |
Options exercisable, number of shares (in shares) | shares | 1,400 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 31.18 |
$45.25 - $46.25 [Member] | |
Share-Based Compensation [Abstract] | |
Exercise price, lower range limit (in dollars per share) | 45.25 |
Exercise price, upper range limit (in dollars per share) | $ 46.25 |
Options outstanding, number of shares (in shares) | shares | 1,063 |
Options outstanding, weighted average remaining contractual life | 1 year |
Options outstanding, weighted average exercise price (in dollars per share) | $ 45.63 |
Options exercisable, number of shares (in shares) | shares | 1,063 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 45.63 |
$31.00 - $46.25 [Member] | |
Share-Based Compensation [Abstract] | |
Exercise price, lower range limit (in dollars per share) | 31 |
Exercise price, upper range limit (in dollars per share) | $ 46.25 |
Options outstanding, number of shares (in shares) | shares | 2,463 |
Options outstanding, weighted average remaining contractual life | 2 years 10 months 24 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 37.41 |
Options exercisable, number of shares (in shares) | shares | 2,463 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 37.41 |
Share-Based Compensation, Non-V
Share-Based Compensation, Non-Vested Restricted Stock Awards (Details) - Restricted Stock Awards [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares [Roll Forward] | |||
Granted (in shares) | 18,834 | ||
Weighted Average Grant Date Fair Value [Abstract] | |||
Unrecognized stock-based compensation expense | $ 0.5 | ||
Weighted-average remaining vesting period for recognition | 7 months 6 days | ||
2017 Plan [Member] | |||
Shares [Roll Forward] | |||
Non-vested balance at beginning of period (in shares) | 127,005 | 119,102 | |
Granted (in shares) | 6,747 | 127,561 | |
Vested (in shares) | (64,258) | (82,455) | |
Cancelled/forfeited (in shares) | (4,779) | (37,203) | |
Non-vested balance at end of period (in shares) | 64,715 | 127,005 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Non-vested balance at beginning of period (in dollars per share) | $ 10.96 | $ 10.62 | |
Granted (in dollars per share) | 14.45 | 11.04 | |
Vested (in dollars per share) | 11.10 | 10.70 | |
Cancelled/forfeited (in dollars per share) | 13.34 | 10.70 | |
Non-vested balance at end of period (in dollars per share) | $ 11.02 | $ 10.96 |
Share-Based Compensation, Turni
Share-Based Compensation, Turning Point Share Incentive Plans (Details) - Turning Point [Member] - shares | Dec. 31, 2019 | Apr. 28, 2016 |
2015 Plan [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of shares available for grant (in shares) | 569,513 | |
2015 Plan [Member] | Restricted Stock [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of awards granted (in shares) | 16,159 | |
2015 Plan [Member] | Performance-Based Restricted Stock Units [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of awards granted (in shares) | 355,258 | |
2015 Plan [Member] | Stock Options [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of awards granted (in shares) | 459,070 | |
2015 Plan [Member] | Voting Common Stock [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of shares authorized for issuance (in shares) | 1,400,000 | |
2006 Plan [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of shares available for grant (in shares) | 0 |
Share-Based Compensation, Tur_2
Share-Based Compensation, Turning Point Stock Option Activity (Details) - Turning Point [Member] - 2006 and 2015 Plans [Member] - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Option Shares [Roll Forward] | ||
Balance outstanding, beginning of period (in shares) | 659,574 | 763,672 |
Granted (in shares) | 180,780 | 124,100 |
Exercised (in shares) | (129,067) | (209,943) |
Forfeited (in shares) | (14,571) | (18,255) |
Balance outstanding, end of period (in shares) | 696,716 | 659,574 |
Weighted Average Exercise Price [Abstract] | ||
Balance outstanding, beginning of period (in dollars per share) | $ 9 | $ 5.73 |
Granted (in dollars per share) | 43.89 | 21.27 |
Exercised (in dollars per share) | 5.72 | 3.97 |
Forfeited (in dollars per share) | 34.55 | 13.46 |
Balance outstanding, end of period (in dollars per share) | 18.13 | 9 |
Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding, beginning balance (in dollars per share) | 3.34 | 2.36 |
Granted (in dollars per share) | 14.34 | 6.33 |
Exercised (in dollars per share) | 2.58 | 1.47 |
Forfeited (in dollars per share) | 11.10 | 3.90 |
Outstanding, ending balance (in dollars per share) | $ 6.17 | $ 3.34 |
Share-Based Compensation, Tur_3
Share-Based Compensation, Turning Point Assumptions for Options Granted Under 2006 Plan (Details) - Turning Point [Member] - 2006 Plan [Member] - Stock Options [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-Based Compensation [Abstract] | ||
Intrinsic value of options exercised | $ 5 | $ 5.7 |
Expected life | 10 years | |
Exercise Price $3.83 [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of options (in shares) | 310,319 | |
Exercise price (in dollars per share) | $ 3.83 | |
Number of options exercisable (in shares) | 310,319 | |
Remaining lives | 3 years 10 months 6 days | |
Expected life | 10 years | |
Exercise price (in dollars per share) | $ 3.83 | |
Risk free interest rate | 3.57% | |
Expected volatility | 40.00% | |
Dividend yield | 0.00% | |
Fair value at grant date (in dollars per share) | $ 2.17 |
Share-Based Compensation, Tur_4
Share-Based Compensation, Turning Point Assumptions for Options Granted Under 2015 Plan (Details) - Turning Point [Member] - 2015 Plan [Member] - Stock Options [Member] - $ / shares | Oct. 24, 2019 | Mar. 20, 2019 | Mar. 13, 2018 | Mar. 07, 2018 | Dec. 31, 2019 |
March 7, 2018 [Member] | |||||
Share-Based Compensation [Abstract] | |||||
Number of options granted (in shares) | 98,100 | ||||
Options outstanding (in shares) | 87,353 | ||||
Number exercisable (in shares) | 30,362 | ||||
Exercise price (in dollars per share) | $ 21.21 | ||||
Remaining lives | 8 years 2 months 8 days | ||||
Risk free interest rate | 2.65% | ||||
Expected volatility | 28.76% | ||||
Expected life | 6 years | ||||
Dividend yield | 0.83% | ||||
Fair value at grant date (in dollars per share) | $ 6.37 | ||||
March 13, 2018 [Member] | |||||
Share-Based Compensation [Abstract] | |||||
Number of options granted (in shares) | 26,000 | ||||
Options outstanding (in shares) | 26,000 | ||||
Number exercisable (in shares) | 17,420 | ||||
Exercise price (in dollars per share) | $ 21.49 | ||||
Remaining lives | 8 years 2 months 16 days | ||||
Risk free interest rate | 2.62% | ||||
Expected volatility | 28.76% | ||||
Expected life | 5 years 5 months 28 days | ||||
Dividend yield | 0.82% | ||||
Fair value at grant date (in dollars per share) | $ 6.18 | ||||
March 20, 2019 [Member] | |||||
Share-Based Compensation [Abstract] | |||||
Number of options granted (in shares) | 155,780 | ||||
Options outstanding (in shares) | 147,830 | ||||
Number exercisable (in shares) | 0 | ||||
Exercise price (in dollars per share) | $ 47.58 | ||||
Remaining lives | 9 years 2 months 19 days | ||||
Risk free interest rate | 2.34% | ||||
Expected volatility | 30.95% | ||||
Expected life | 6 years | ||||
Dividend yield | 0.42% | ||||
Fair value at grant date (in dollars per share) | $ 15.63 | ||||
October 24, 2019 [Member] | |||||
Share-Based Compensation [Abstract] | |||||
Number of options granted (in shares) | 25,000 | ||||
Options outstanding (in shares) | 25,000 | ||||
Number exercisable (in shares) | 0 | ||||
Exercise price (in dollars per share) | $ 20.89 | ||||
Remaining lives | 9 years 9 months 25 days | ||||
Risk free interest rate | 1.58% | ||||
Expected volatility | 31.93% | ||||
Expected life | 6 years | ||||
Dividend yield | 0.95% | ||||
Fair value at grant date (in dollars per share) | $ 6.27 |
Share-Based Compensation, Tur_5
Share-Based Compensation, Turning Point Compensation Expense (Details) - Turning Point [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation [Abstract] | ||
Compensation expense related to options | $ 1.7 | $ 0.7 |
Unrecognized compensation expense related to options | $ 1.1 | |
Period over which unrecognized compensation expense will be expensed | 1 year 11 months 8 days |
Share-Based Compensation, Tur_6
Share-Based Compensation, Turning Point Performance-Based Restricted Stock Units (Details) - Turning Point [Member] - Performance-Based Restricted Stock Units [Member] - USD ($) $ / shares in Units, $ in Millions | Jul. 19, 2019 | Mar. 20, 2019 | Mar. 07, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Incentive Plans [Abstract] | |||||
Period between performance period and measurement date | 65 days | ||||
PRSUs outstanding at December 31, 2019 (in shares) | 355,258 | ||||
Compensation expense | $ 1.9 | $ 0.6 | |||
Unrecognized compensation expense | $ 9.4 | ||||
Employees [Member] | |||||
Share Incentive Plans [Abstract] | |||||
Performance period | 5 years | ||||
March 7, 2018 [Member] | Employees [Member] | |||||
Share Incentive Plans [Abstract] | |||||
Performance based restricted stock units issued (in shares) | 96,000 | ||||
PRSUs outstanding at December 31, 2019 (in shares) | 93,000 | ||||
Fair value as of grant date (in dollars per share) | $ 21.21 | ||||
Remaining lives | 3 years | ||||
March 20, 2019 [Member] | |||||
Share Incentive Plans [Abstract] | |||||
Performance based restricted stock units issued (in shares) | 4,901 | ||||
PRSUs outstanding at December 31, 2019 (in shares) | 4,876 | ||||
Fair value as of grant date (in dollars per share) | $ 47.58 | ||||
Remaining lives | 0 years | ||||
March 20, 2019 [Member] | Employees [Member] | |||||
Share Incentive Plans [Abstract] | |||||
Performance based restricted stock units issued (in shares) | 92,500 | ||||
PRSUs outstanding at December 31, 2019 (in shares) | 85,800 | ||||
Fair value as of grant date (in dollars per share) | $ 47.58 | ||||
Remaining lives | 4 years | ||||
July 19, 2019 [Member] | Employees [Member] | |||||
Share Incentive Plans [Abstract] | |||||
Performance based restricted stock units issued (in shares) | 88,582 | ||||
PRSUs outstanding at December 31, 2019 (in shares) | 88,582 | ||||
Fair value as of grant date (in dollars per share) | $ 52.15 | ||||
Remaining lives | 3 years |
Income Taxes, Income Tax Expens
Income Taxes, Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 01, 2017 | |
Current [Abstract] | |||
Federal | $ 5,281 | $ 2,326 | |
State and local | 982 | 1,394 | |
Current | 6,263 | 3,720 | |
Deferred [Abstract] | |||
Federal | (3,282) | 3,165 | |
State and local | (937) | (600) | |
Deferred | (4,219) | 2,565 | |
Total [Abstract] | |||
Federal | 1,999 | 5,491 | |
State and local | 45 | 794 | |
Total | $ 2,044 | $ 6,285 | |
Turning Point [Member] | |||
Income Taxes [Abstract] | |||
Percentage of ownership interest | 52.10% |
Income Taxes, Deferred Tax Asse
Income Taxes, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets [Abstract] | ||
Inventory | $ 7,705 | $ 3,004 |
Property, plant and equipment | 0 | 0 |
Goodwill and other intangibles | 0 | 0 |
Accrued pension and postretirement costs | 0 | 202 |
Federal NOL | 4,056 | 6,020 |
State NOL | 6,569 | 6,169 |
AMT credit carryforwards | 10 | 10 |
R&D credit carryforwards | 123 | 1,195 |
Unrealized loss on investment | 580 | 351 |
Leases | 3,393 | 0 |
Original issue discount | 4,806 | 0 |
Other | 5,475 | 4,091 |
Total deferred tax assets (liabilities) | 32,717 | 21,042 |
Valuation allowance | (11,396) | (14,062) |
Net deferred tax assets | 21,321 | 6,980 |
Liabilities [Abstract] | ||
Inventory | 0 | 0 |
Property, plant and equipment | (2,506) | (1,445) |
Goodwill and other intangible | (7,672) | (7,386) |
Accrued pension and postretirement costs | (943) | 0 |
Leases | (3,099) | 0 |
Original issue discount | (8,118) | 0 |
Other | (555) | (440) |
Net deferred tax liabilities | $ (22,893) | $ (9,271) |
Income Taxes, Effective Tax Rat
Income Taxes, Effective Tax Rate and Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Abstract] | ||
Section 382 Limitation | $ 10,600 | |
Carryforward period for net operating losses | 20 years | |
Reconciliation of Effective Income Tax Rate [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 0.00% | 4.90% |
Permanent differences | (16.30%) | (5.30%) |
Other | (9.30%) | 0.00% |
Valuation allowance | 34.70% | 6.00% |
Total effective income tax rate | 30.10% | 26.60% |
Income tax expense | $ 2,044 | $ 6,285 |
Pre-2018 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 33,000 | |
Federal [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 37,463 | |
Federal [Member] | 2022 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1,675 | |
Federal [Member] | 2024 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1,039 | |
Federal [Member] | 2025 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 3 | |
Federal [Member] | 2026 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1 | |
Federal [Member] | 2027 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1 | |
Federal [Member] | 2028 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1,581 | |
Federal [Member] | 2029 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 353 | |
Federal [Member] | 2030 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 353 | |
Federal [Member] | 2031 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 296 | |
Federal [Member] | 2033 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 754 | |
Federal [Member] | 2034 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 411 | |
Federal [Member] | 2035 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1,268 | |
Federal [Member] | 2036 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 484 | |
Federal [Member] | 2037 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 1,133 | |
Federal [Member] | 2038 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 8,629 | |
Federal [Member] | 2039 [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 7,872 | |
Federal [Member] | Indefinite [Member] | ||
Income Taxes [Abstract] | ||
NOL carryforwards | 11,610 | |
Turning Point [Member] | ||
Income Taxes [Abstract] | ||
Uncertain tax positions | 0 | |
Interest and penalties recognized for uncertain tax positions | $ 0 | $ 0 |
Reconciliation of Effective Income Tax Rate [Abstract] | ||
Total effective income tax rate | 12.90% | 19.90% |
Income tax deduction related to exercise of stock options | $ 4,600 | $ 5,400 |
Income tax benefit related to exercise of stock options | $ 1,000 | $ 1,100 |
Income Taxes, Unrecognized Tax
Income Taxes, Unrecognized Tax Benefits (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Unrecognized Tax Benefits [Abstract] | ||
Unrecognized tax benefits recorded as reduction to existing net operating loss and tax credit carryforwards | $ 400,000 | |
Accrued interest or penalty on unrecognized tax benefits | 0 | $ 0 |
Maximum [Member] | ||
Unrecognized Tax Benefits [Abstract] | ||
Remaining unrecognized tax benefit | $ 10,000 |
Contingencies (Details)
Contingencies (Details) - Complaint Filed by City of New York [Member] | Oct. 08, 2019Company |
Turning Point [Member] | |
Contingencies [Abstract] | |
Number of companies against which complaint filed | 23 |
Minimum [Member] | |
Contingencies [Abstract] | |
Age of consumers | 18 years |
Maximum [Member] | |
Contingencies [Abstract] | |
Age of consumers | 21 years |
Legal Settlement (Details)
Legal Settlement (Details) - Turning Point [Member] $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Litigation Settlement [Abstract] | |
Proceeds from legal settlement | $ 6.7 |
Gain on legal settlement | $ 5.5 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Basic Net (Loss) Income per Common Share Calculation [Abstract] | |||
Net (loss) income from continuing operations attributable to SDI | $ (2,311) | $ 5,576 | |
Loss from discontinued operations | (8,312) | (3,195) | |
Net (loss) income attributable to Standard Diversified Inc. | $ (10,623) | $ 2,381 | |
Weighted average common shares outstanding - basic (in shares) | 16,798,066 | 16,697,542 | |
Net (loss) income from continuing operations attributable to SDI per share of common stock - basic (in dollars per share) | $ (0.14) | $ 0.33 | |
Loss from discontinued operations attributable to SDI per share of common stock - basic (in dollars per share) | (0.49) | (0.19) | |
Net (loss) income attributable to SDI per share of common stock - basic (in dollars per share) | $ (0.63) | $ 0.14 | |
Diluted Net (Loss) Income Attributable to SDI per Common Share Calculation [Abstract] | |||
Net (loss) income from continuing operations attributable to SDI | $ (2,311) | $ 5,576 | |
Loss from discontinued operations | (8,312) | (3,195) | |
Impact of subsidiary dilutive securities | [1] | (138) | (206) |
Net (loss) income attributable to SDI - diluted | $ (10,761) | $ 2,175 | |
Weighted average common shares outstanding - basic (in shares) | 16,798,066 | 16,697,542 | |
Dilutive impact of stock options and restricted stock awards (in shares) | 0 | 50,043 | |
Weighted average common shares outstanding - diluted (in shares) | 16,798,066 | 16,747,585 | |
Net (loss) income from continuing operations attributable to SDI per share of common stock - diluted (in dollars per share) | $ (0.15) | $ 0.32 | |
Loss from discontinued operations attributable to SDI per share of common stock - diluted (in dollars per share) | (0.49) | (0.19) | |
Net (loss) income attributable to SDI per share of common stock - diluted (in dollars per share) | $ (0.64) | $ 0.13 | |
Class A Common Stock [Member] | |||
Basic Net (Loss) Income per Common Share Calculation [Abstract] | |||
Weighted average common shares outstanding - basic (in shares) | 9,048,439 | 8,767,400 | |
Diluted Net (Loss) Income Attributable to SDI per Common Share Calculation [Abstract] | |||
Weighted average common shares outstanding - basic (in shares) | 9,048,439 | 8,767,400 | |
Class B Common Stock [Member] | |||
Basic Net (Loss) Income per Common Share Calculation [Abstract] | |||
Weighted average common shares outstanding - basic (in shares) | 7,749,627 | 7,930,142 | |
Diluted Net (Loss) Income Attributable to SDI per Common Share Calculation [Abstract] | |||
Weighted average common shares outstanding - basic (in shares) | 7,749,627 | 7,930,142 | |
Stock Options [Member] | |||
Earnings per Share [Abstract] | |||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 2,463 | 2,463 | |
[1] | The Company records an adjustment to net (loss) income in the relevant period for the dilutive impact of subsidiary stock-based awards on the Company's reported net (loss) income for purposes of calculating net (loss) income per share. |
Segment Information, Financial
Segment Information, Financial Information of Reportable Segments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)CustomerSegment | Dec. 31, 2018USD ($)Customer | ||
Segment Information [Abstract] | |||
Number of reportable segments | Segment | 4 | ||
Segment Information [Abstract] | |||
Revenues | $ 364,807 | $ 335,128 | |
Operating income (loss) | 21,328 | 43,313 | |
Interest expense | 20,194 | 17,237 | |
Interest and investment income | (2,749) | (736) | |
Loss on extinguishment of debt | 2,267 | 2,384 | |
Net periodic benefit (income) expense, excluding service cost | (4,961) | 131 | |
Income before income taxes | 6,577 | 24,297 | |
Capital expenditures | 4,830 | 2,481 | |
Depreciation and amortization | 5,624 | 4,422 | |
Assets | 511,046 | 421,943 | |
NewGen Products [Member] | |||
Segment Information [Abstract] | |||
Revenues | $ 153,362 | $ 131,145 | |
Revenues [Member] | Customer Concentration Risk [Member] | |||
Segment Information [Abstract] | |||
Number of customers accounting for more than 10% of sales | Customer | 0 | 0 | |
Reportable Segments [Member] | |||
Segment Information [Abstract] | |||
Assets | $ 477,098 | $ 369,774 | |
Reportable Segments [Member] | Smokeless Products [Member] | |||
Segment Information [Abstract] | |||
Revenues | 99,894 | 90,031 | |
Operating income (loss) | 35,978 | 28,920 | |
Capital expenditures | 2,823 | 1,559 | |
Depreciation and amortization | 1,608 | 1,360 | |
Assets | 120,723 | 99,441 | |
Reportable Segments [Member] | Smoking Products [Member] | |||
Segment Information [Abstract] | |||
Revenues | 108,733 | 111,507 | |
Operating income (loss) | 45,058 | 42,650 | |
Capital expenditures | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Assets | 145,831 | 142,520 | |
Reportable Segments [Member] | NewGen Products [Member] | |||
Segment Information [Abstract] | |||
Revenues | 153,362 | 131,145 | |
Operating income (loss) | (20,629) | 6,752 | |
Capital expenditures | 1,992 | 708 | |
Depreciation and amortization | 2,481 | 1,750 | |
Assets | 90,899 | 95,397 | |
Reportable Segments [Member] | Other [Member] | |||
Segment Information [Abstract] | |||
Revenues | [1] | 2,818 | 2,445 |
Operating income (loss) | [1] | (39,079) | (35,009) |
Capital expenditures | [1] | 15 | 214 |
Depreciation and amortization | [1] | 1,535 | 1,312 |
Assets | [1] | $ 119,645 | $ 32,416 |
Turning Point [Member] | |||
Segment Information [Abstract] | |||
Number of reportable segments | Segment | 3 | ||
[1] | "Other" includes sales, operating income or assets that are not assigned to the other three reportable segments, such as sales, operating income or assets (including corporate cash) of SDI and Standard Outdoor, and Turning Point deferred taxes, deferred financing fees, and investments in subsidiaries. All goodwill has been allocated to reportable segments. |
Segment Information, Revenue Di
Segment Information, Revenue Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net Sales by Sales Channel [Abstract] | ||
Net sales | $ 364,807 | $ 335,128 |
NewGen Products [Member] | ||
Net Sales by Sales Channel [Abstract] | ||
Net sales | 153,362 | 131,145 |
NewGen Products [Member] | Business to Business [Member] | ||
Net Sales by Sales Channel [Abstract] | ||
Net sales | 112,580 | 105,736 |
NewGen Products [Member] | Business to Consumer [Member] | ||
Net Sales by Sales Channel [Abstract] | ||
Net sales | 31,348 | 15,624 |
NewGen Products [Member] | Business to Consumer - Corporate Store [Member] | ||
Net Sales by Sales Channel [Abstract] | ||
Net sales | 9,273 | 9,631 |
NewGen Products [Member] | Other [Member] | ||
Net Sales by Sales Channel [Abstract] | ||
Net sales | $ 161 | $ 154 |
Segment Information, Net Sales
Segment Information, Net Sales - Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Information [Abstract] | ||
Net sales | $ 364,807 | $ 335,128 |
Reportable Geographical Component [Member] | Domestic [Member] | ||
Segment Information [Abstract] | ||
Net sales | 350,434 | 319,491 |
Reportable Geographical Component [Member] | Foreign [Member] | ||
Segment Information [Abstract] | ||
Net sales | $ 14,373 | $ 15,637 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CFGI [Member] | Accounting and Financial Reporting Services [Member] | ||
Related Party Transactions [Abstract] | ||
Related party transaction, expenses incurred | $ 1 | $ 1.1 |
Standard General [Member] | Lease Payments for Corporate Headquarters Office Space [Member] | ||
Related Party Transactions [Abstract] | ||
Related party transaction, expenses incurred | $ 0.1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 25, 2020USD ($) |
Subsequent Event [Member] | Turning Point [Member] | |
Subsequent Events [Abstract] | |
Share repurchase program authorized amount | $ 50 |
Schedule I - Financial Inform_2
Schedule I - Financial Information of Registrant, Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS [Abstract] | |||
Cash and cash equivalents | $ 105,841 | $ 15,611 | $ 18,219 |
Total assets | 511,046 | 421,943 | |
LIABILITIES AND SHAREHOLDERS' EQUITY [Abstract] | |||
Current liabilities | 91,771 | 84,212 | |
Notes payable | 356,187 | 222,950 | |
Total liabilities | 410,797 | 327,214 | |
Shareholders' equity | 46,968 | 53,694 | |
Total liabilities and equity | 511,046 | 421,943 | |
Standard Diversified Inc. [Member] | |||
ASSETS [Abstract] | |||
Cash and cash equivalents | 10,495 | 12,171 | $ 15,605 |
Investments in capital stocks of subsidiaries, at equity | 59,238 | 47,457 | |
Investments in capital stocks of discontinued operations, at equity | 993 | 9,305 | |
Receivables and other assets | 743 | 955 | |
Total assets | 71,469 | 69,888 | |
LIABILITIES AND SHAREHOLDERS' EQUITY [Abstract] | |||
Current liabilities | 68 | 1,984 | |
Notes payable | 24,433 | 14,210 | |
Total liabilities | 24,501 | 16,194 | |
Shareholders' equity | 46,968 | 53,694 | |
Total liabilities and equity | $ 71,469 | $ 69,888 |
Schedule I - Financial Inform_3
Schedule I - Financial Information of Registrant, Statements of (Loss) Income and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME [Abstract] | ||
Interest and other | $ 2,749 | $ 736 |
Interest expense | 20,194 | 17,237 |
Loss on extinguishment of debt | 2,267 | 2,384 |
Total operating costs and expenses | 343,479 | 291,815 |
Income before income taxes | 6,577 | 24,297 |
Income tax expense | 2,044 | 6,285 |
Net income from continuing operations | 4,533 | 18,012 |
Net loss from discontinued operations | (8,312) | (3,195) |
Net (loss) income attributable to Standard Diversified Inc. | (10,623) | 2,381 |
Comprehensive (loss) income attributable to Standard Diversified Inc. | (10,662) | 2,244 |
Standard Diversified Inc. [Member] | ||
STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME [Abstract] | ||
Equity in income of subsidiaries | 5,670 | 11,802 |
Interest and other | 101 | 34 |
Total | 5,771 | 11,836 |
General and administrative expenses | 5,021 | 4,880 |
Interest expense | 2,102 | 1,380 |
Loss on extinguishment of debt | 959 | 0 |
Total operating costs and expenses | 8,082 | 6,260 |
Income before income taxes | (2,311) | 5,576 |
Income tax expense | 0 | 0 |
Net income from continuing operations | (2,311) | 5,576 |
Net loss from discontinued operations | (8,312) | (3,195) |
Net (loss) income attributable to Standard Diversified Inc. | (10,623) | 2,381 |
Equity in other comprehensive (loss) income of subsidiaries | (619) | 204 |
Equity in other comprehensive income (loss) of discontinued operations | 580 | (341) |
Comprehensive (loss) income attributable to Standard Diversified Inc. | $ (10,662) | $ 2,244 |
Schedule I - Financial Inform_4
Schedule I - Financial Information of Registrant, Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities [Abstract] | ||
Net (loss) income from continuing operations | $ 4,533 | $ 18,012 |
Net loss from discontinued operations | (8,312) | (3,195) |
Loss on extinguishment of debt | 2,267 | 2,384 |
Stock-based compensation expense | 4,340 | 2,155 |
Changes in operating assets and liabilities, net | ||
Net cash provided by operating activities | 21,160 | 110 |
Investing Activities [Abstract] | ||
Acquisitions | (8,324) | (39,038) |
Net cash provided by (used in) investing activities | 27,136 | (30,805) |
Financing Activities [Abstract] | ||
Proceeds from issuance of stock, net of issuance costs | 0 | 6,810 |
Repurchase of SDI common shares | (4,310) | (631) |
Net cash provided by financing activities | 72,688 | 31,329 |
Net increase (decrease) in cash | 120,984 | 634 |
Cash, beginning of period [Abstract] | ||
Unrestricted | 15,611 | 18,219 |
Restricted | 2,356 | 4,704 |
Total cash at beginning of period | 23,557 | 22,923 |
Cash, end of period [Abstract] | ||
Unrestricted | 105,841 | 15,611 |
Restricted | 32,074 | 2,356 |
Total cash at end of period | 144,541 | 23,557 |
Standard Diversified Inc. [Member] | ||
Operating Activities [Abstract] | ||
Net (loss) income from continuing operations | (2,311) | 5,576 |
Net loss from discontinued operations | (8,312) | (3,195) |
Dividends received from subsidiary | 1,772 | 1,181 |
Loss on extinguishment of debt | 959 | 0 |
Stock-based compensation expense | 711 | 744 |
Amortization of deferred financing costs | 166 | 170 |
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities [Abstract] | ||
Equity method investees of continuing operations | (5,670) | (11,802) |
Equity method investees of discontinued operations | 8,312 | 3,195 |
Changes in operating assets and liabilities, net | ||
Receivables and other assets | 75 | 1,093 |
Accounts payable and accrued liabilities | (1,210) | (719) |
Net cash provided by operating activities | (5,508) | (3,757) |
Investing Activities [Abstract] | ||
Investments in and advances to subsidiaries | (620) | 0 |
Investments in and advances to subsidiaries - discontinued operations | 0 | (10,000) |
Acquisitions | 0 | (7,395) |
Acquisitions - discontinued operations | 0 | (2,500) |
Net cash provided by (used in) investing activities | (620) | (19,895) |
Financing Activities [Abstract] | ||
Proceeds from GACP Term Loan, net | 24,098 | 0 |
(Payments of) proceeds from Crystal Term Loan, net | (15,000) | 14,039 |
Proceeds from issuance of stock, net of issuance costs | 0 | 6,810 |
Repurchase of SDI common shares | (4,646) | (631) |
Net cash provided by financing activities | 4,452 | 20,218 |
Net increase (decrease) in cash | (1,676) | (3,434) |
Cash, beginning of period [Abstract] | ||
Unrestricted | 12,171 | 15,605 |
Restricted | 0 | 0 |
Total cash at beginning of period | 12,171 | 15,605 |
Cash, end of period [Abstract] | ||
Unrestricted | 10,495 | 12,171 |
Restricted | 0 | 0 |
Total cash at end of period | $ 10,495 | $ 12,171 |
Schedule I - Financial Inform_5
Schedule I - Financial Information of Registrant, Notes to Financial Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 01, 2017 | |
Turning Point [Member] | |||
Background [Abstract] | |||
Percentage of ownership interest | 50.00% | 52.10% | |
Standard Diversified Inc. [Member] | |||
Background [Abstract] | |||
Dividends received | $ 1,772 | $ 1,181 | |
Standard Diversified Inc. [Member] | Turning Point [Member] | |||
Background [Abstract] | |||
Percentage of ownership interest | 50.00% | 52.10% |