STOCK TITAN

Q2 profit falls as Stoker’s grows at Turning Point Brands (NYSE: TPB)

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Turning Point Brands reported higher Q2 2026 net sales of $142.96 million, up from $116.63 million a year earlier, but profitability declined. Net income attributable to the company fell 75.2% to $3.6 million, and Adjusted EBITDA decreased 50.0% to $15.2 million as selling, general and administrative expenses rose 91.1% to $76.9 million, reflecting investments in Modern Oral sales and marketing and higher freight costs.

The Stoker’s segment, representing 75% of quarterly net sales, grew net sales 54.5% to $107.6 million, with gross profit up 63.3% to $71.1 million; adjusted gross margin declined to 56.9% from 62.5% due to higher chain penetration. Zig-Zag segment net sales were $35.4 million, down 3.5% from the first quarter, while adjusted gross margin improved to 57.3% from 49.1% on product mix. Cash at June 30, 2026 was $268.3 million, net debt was $31.7 million, and total liquidity was $339.0 million, supported by approximately $59.6 million of equity raised during the quarter.

Positive

  • Stoker’s net sales up 54.5% to $107.6M, 75% of revenue.
  • Total liquidity at June 30 reached $339.0M with $31.7M net debt.

Negative

  • Net income down 75.2% to $3.6M; Adjusted EBITDA down 50.0%.
  • SG&A expenses rose 91.1% year over year to $76.9M.

Filing Explained

The preliminary Q2 release reports $59.6 million of equity raised and higher common shares outstanding, but not the raise’s offering-specific dilution.

Form 8-Ks report specified material events; this one furnishes Turning Point Brands’ second-quarter 2026 results through a press-release exhibit. The release is preliminary and unaudited: customary closing and review procedures remain incomplete, and the later Form 10-Q may differ materially.

The company reports approximately $59.6 million of equity raised during the quarter to support long-term strategic objectives. At June 30, 2026, it reported 20,048,922 common shares outstanding and 20,833,181 issued, compared with 19,132,384 outstanding and 20,589,527 issued at December 31, 2025.

The release does not identify the number, price, or terms of shares sold in the raise, so it establishes the proceeds and net share-count changes but not the offering-specific dilution. Additional paid-in capital was also higher at June 30 than at December 31.

The Form 10-Q for the quarter ended June 30, 2026 is the specified resolution point for the preliminary results and any further equity-issuance detail.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales $142,960 (dollars in thousands) Three months ended June 30, 2026 consolidated net sales
Net income attributable to Turning Point Brands, Inc. $3,598 Three months ended June 30, 2026; down from $14,480 in Q2 2025
Adjusted EBITDA $15,243 Three months ended June 30, 2026; decreased 50.0% from $30,472 in Q2 2025
Stoker’s segment net sales $107.6 million Q2 2026 segment net sales; increased 54.5% year over year
Zig-Zag segment net sales $35.4 million Q2 2026 segment net sales; decreased 3.5% versus Q1 2026
Selling, general and administrative expenses $76,991 Three months ended June 30, 2026; up 91.1% year over year
Cash balance $268,307 Cash as of June 30, 2026 on the consolidated balance sheet
Total liquidity $339.0 million Includes cash and $70.7 million of availability on an asset backed revolver
Adjusted EBITDA financial
"Adjusted EBITDA decreased 50.0% to $15.2 million inclusive of strategic sales"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Master Settlement Agreement (MSA) escrow deposits regulatory
"Master Settlement Agreement (MSA) escrow deposits | 29,684"
premarket tobacco product application ("PMTA") regulatory
"costs associated with applications related to FDA premarket tobacco product application ("PMTA")"
asset backed revolving credit facility financial
"includes $70.7 million of availability on an asset backed revolving credit facility"
A loan that works like a secured revolving line of credit: a company can draw, repay and redraw funds up to a set limit, and the lender’s claim is backed by specific assets such as inventory or customer receivables. For investors, it matters because this facility provides flexible short-term cash to run the business and smooth operations, but access can tighten if the pledged assets lose value or covenants are breached, raising refinancing or default risk.
equity method investment financial
"(Income) loss from equity method investment | (2,674)"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
Net sales $142,960 (dollars in thousands) Up from $116,634 (dollars in thousands) in Q2 2025
Net income attributable to Turning Point Brands, Inc. $3,598 Decreased 75.2% from $14,480 in Q2 2025
Adjusted EBITDA $15,243 Decreased 50.0% from $30,472 in Q2 2025
Adjusted Net Income $4,672 Down from $17,988 in Q2 2025
Adjusted Diluted EPS $0.23 Down from $0.98 in Q2 2025

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Turning Point Brands (TPB) perform in Q2 2026?

Turning Point Brands reported higher net sales but significantly lower earnings in Q2 2026. Net sales reached $142.96 million, while net income attributable to the company fell to $3.6 million and Adjusted EBITDA declined to $15.2 million versus the prior-year quarter.

What drove segment performance for Turning Point Brands (TPB) in Q2 2026?

The Stoker’s segment led growth with net sales up 54.5% to $107.6 million, now 75% of total net sales. Zig-Zag segment net sales were $35.4 million, down 3.5% from Q1 2026, while its adjusted gross margin improved to 57.3% from 49.1%.

How much did net income decline for TPB in Q2 2026?

Net income attributable to Turning Point Brands decreased sharply by 75.2% to $3.6 million in Q2 2026. This compares with $14.5 million a year earlier, reflecting higher SG&A spending and other adjustments despite stronger overall net sales.

What was Turning Point Brands’ Adjusted EBITDA in Q2 2026?

Adjusted EBITDA for Turning Point Brands was $15.2 million in Q2 2026, down 50.0% from the prior-year period. The company attributes this to strategic sales and marketing investments, Modern Oral-related spending, and increased outbound freight costs impacting operating leverage.

What is the liquidity position of Turning Point Brands (TPB) as of June 30, 2026?

As of June 30, 2026, Turning Point Brands reported $268.3 million of cash and net debt of $31.7 million. Total liquidity was $339.0 million, including $70.7 million of availability on an asset backed revolving credit facility.

Did Turning Point Brands (TPB) raise equity in Q2 2026?

Yes. Turning Point Brands raised approximately $59.6 million of equity during Q2 2026. Management states the proceeds support long-term strategic objectives and contribute to the company’s total liquidity of $339.0 million and relatively low net debt of $31.7 million.
false 0001290677 0001290677 2026-08-04 2026-08-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 4, 2026
 
 
TURNING POINT BRANDS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-37763 20-0709285
(State or other Jurisdiction of Incorporation)  (Commission File Number) (IRS Employer Identification No.)
                                             
                           
5201 Interchange Way, Louisville, KY 40229
(Address of principal executive offices) (Zip Code)
 
(502) 778-4421
 
N/A
(Former name, former address and former fiscal year, if changed since last report.)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
TPB
New York Stock Exchange
 
Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 

 
Item 2.02.
Results of Operations and Financial Condition.
 
On August 4, 2026, Turning Point Brands, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter and three months ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
99.1
Press Release dated August 4, 2026
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
TURNING POINT BRANDS, INC.
 
 
 
 
 
 
 
 
Dated: August 4, 2026
By:
/s/ Brittani N. Cushman
 
 
 
Brittani N. Cushman
 
 
 
Senior Vice President, General Counsel and Secretary
 
 
 

Exhibit 99.1

 

image01.jpg

 

Turning Point Brands Announces Second Quarter 2026 Results

 

Q2 2026 Modern Oral Gross Revenue increased 149% to $87.0 million and Net Sales increased 128% to $68.4 million. Accounting for 48% of total company net sales, up from 26% in Q2 2025

Raising FY 2026 Modern Oral Gross and Net Sales guidance

 

LOUISVILLE, KY  August 4, 2026 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with active ingredients, today announced financial results for the second quarter ended June 30, 2026.

 

Q2 2026 Financial Highlights

(All results reflect comparisons to prior-year period)

 

Total Consolidated Net Sales increased 22.6% to $142.9 million  

  o Stoker's segment Net Sales increased 54.5%
 

o

Zig-Zag segment Net Sales decreased 24.8%

Gross Profit increased 40.6% to $93.7 million driven by Modern Oral growth and a tariff refund; adjusting for the out of period COGS related to the tariff refund, gross profit was $81.5 million

Net Income decreased 75.2% to $3.6 million

Adjusted EBITDA decreased 50.0% to $15.2 million inclusive of strategic sales and marketing investments (see Schedule A for a reconciliation to Net Income)

Diluted EPS of $0.18 and Adjusted Diluted EPS of $0.23 compared to $0.79 and $0.98 respectively, in the same period one year ago (see Schedule B for a reconciliation to Diluted EPS)  

 

“We delivered another strong quarter, highlighted by continued growth in Modern Oral.” said Graham Purdy, President and CEO. “We believe our investments in retail distribution, commercial capabilities and brand development are translating into stronger consumer adoption and expanding market access for both FRE and ALP. The progress we're making today positions us to capitalize on the continued shift in nicotine consumption toward modern oral to maximize long-term shareholder value." 

 

 

 

 

 
 

 

Stokers Products Segment (75% of total net sales in the quarter) 

 

For the second quarter, Stoker’s segment net sales increased 54.5% from the prior year to $107.6 million, driven by triple-digit growth in Modern Oral net sales. 

  

For the quarter, Stoker’s segment gross profit increased 63.3% from the prior year to $71.1 million. Adjusting for the out of period COGS related to a tariff refund, gross profit increased 40.7% to $61.2 million year-over-year. Adjusted gross profit as a percentage of net sales decreased to 56.9% for the three months ended June 30, 2026, from 62.5% for the three months ended June 30, 2025, due to higher chain penetration. 

 

Zig-Zag Products Segment (25% of total net sales in the quarter) 

 

For the second quarter, Zig-Zag segment net sales decreased 3.5% to $35.4 million compared to the first quarter 2026.

  

For the quarter, Zig-Zag segment gross profit decreased 2.1% from the prior year to $22.6 million. Adjusting for the out of period COGS related to the tariff refund, gross profit was $20.3 million. Adjusted gross profit as a percentage of net sales increased to 57.3% for the three months ended June 30, 2026, from 49.1% for the three months ended June 30, 2025, driven primarily by product mix. 

 

Performance Measures in the Second Quarter 

 

Investment in the quarter focused on sales and marketing efforts to support distribution and brand building. In the second quarter, consolidated selling, general and administrative (“SG&A”) expenses increased 91.1% from the prior year to $76.9 million, inclusive of Modern Oral-related sales and marketing investments and increased outbound freight costs. 

  

As of June 30, 2026, ending cash was $268.3 million and net debt was $31.7 million, inclusive of approximately $59.6 million of equity raised during the quarter to support long term strategic objectives. The company’s total liquidity is $339.0 million, which includes $70.7 million of availability on an asset backed revolving credit facility.

 

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

 

 

 2026 Outlook 

 

Projected full year Modern Oral Gross Sales of $330-$350 million up from $280-$300 million 

Projected full year Modern Oral Net Sales of $260-$270 million up from $210-$225 million  

Projected full Year Adjusted EBITDA of $70-90 million, inclusive of investment in Modern Oral sales, marketing, and trade promotions

 

Earnings Conference Call  

 

As previously disclosed, a conference call with the investment community to review TPB’s financial results has been scheduled for 9:00 a.m. Eastern on Tuesday, August 4, 2026. Investment community participants should dial in 10 minutes ahead of time using the toll-free number (833) 461-5787 (International Dial-Ins) and follow the audio prompts after typing in the event ID: 335968790. A live listen-only webcast of the call will be available on the Events and Presentations section of the investor relations portion of the Company website (www.turningpointbrands.com). A replay of the webcast will be available on the site two hours following the call.  

 

 

Non-GAAP Financial Measures 

 

In addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release includes certain non-GAAP financial measures including EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, and Adjusted Operating Income (Loss). A reconciliation of these non-GAAP financial measures accompanies this release.  Also note that a reconciliation of forward-looking non-GAAP measures, including EBITDA, to the most directly comparable GAAP measures is not provided because comparable GAAP measures for such measures are not reasonably accessible or reliable due to the inherent difficulty in forecasting and quantifying measures that would be necessary for such reconciliation.

 

About Turning Point Brands, Inc. 

 

Turning Point Brands, Inc. (NYSE: TPB) is a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and consumables with active ingredients through its iconic brand portfolio, including Zig-Zag®, Stoker’s®, FRE®, and ALP®. TPB’s products are available in more than 220,000 retail outlets in North America and on sites such as www.zigzag.com, www.frepouch.com, and www.alppouch.com. For the latest news and information about TPB and its brands, please visit www.turningpointbrands.com. 

 

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

 

Forward-Looking Statements 

 

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan" and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by TPB in this press release, its reports filed with the Securities and Exchange Commission (the “SEC”) and other public statements made from time-to-time speak only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict or identify all such events or how they may affect it. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to, those included in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by the Company with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.   

  

This press release contains TPB’s preliminary determinations and current expectations, and such information is inherently uncertain. The preliminary estimates provided herein have been prepared by, and are the responsibility of, management and are subject to completion of TPB's customary quarter-end closing and review procedures and third-party review. As a result, TPB's reported information in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 may differ from this information, and any such differences may be material. In addition, the information furnished above does not include all of the information regarding TPB's financial condition and results of operations for the quarter ending June 30, 2026 that may be important to readers. As a result, readers are cautioned not to place undue reliance on the information furnished in this press release and should view this information in the context of TPB's full second quarter 2026 results when such results are disclosed by TPB in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. 

 

 

Investor Contacts 

 

Turning Point Brands, Inc. 

ir@tpbi.com  

 

 

Financial Statements Follow on Subsequent Pages

 

4
Turning Point Brands, Inc. | www.turningpointbrands.com | ir@tpbi.com | 502.774.9238

 

 

Turning Point Brands, Inc.

Consolidated Statements of Income

(dollars in thousands except share data)

(unaudited)

 

   

Three Months Ended June 30,

 
   

2026

   

2025

 

Net sales

  $ 142,960     $ 116,634  

Cost of sales

    49,256       50,011  

Gross profit

    93,704       66,623  

Selling, general, and administrative expenses

    76,991       40,296  

Operating income

    16,713       26,327  

Other expense, net

    63       -  

Interest expense, net

    4,251       5,140  

Investment loss (gain)

    1,089       (78 )

(Income) loss from equity method investment

    (2,674 )     61  

Income before income taxes

    13,984       21,204  

Income tax expense

    3,683       4,244  

Consolidated net income

    10,301       16,960  

Net income attributable to non-controlling interest

    6,703       2,480  

Net income attributable to Turning Point Brands, Inc.

  $ 3,598     $ 14,480  
                 

Basic income per common share:

               

Net income attributable to Turning Point Brands, Inc.

  $ 0.18     $ 0.81  

Diluted income per common share:

               

Net income attributable to Turning Point Brands, Inc.

  $ 0.18     $ 0.79  

Weighted average common shares outstanding:

               

Basic

    19,890,588       17,920,567  

Diluted

    20,160,795       18,321,913  

 

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

 

 

Turning Point Brands, Inc.

Consolidated Balance Sheets

(dollars in thousands except share data)

(unaudited)

 

    June 30,     December 31,  

ASSETS

 

2026

   

2025

 

Current assets:

               

Cash

  $ 268,307     $ 222,760  

Accounts receivable, net of allowances of $244 in 2026 and $206 in 2025

    22,698       25,726  

Inventories, net

    133,434       107,989  

Other current assets

    75,695       60,675  

Total current assets

    500,134       417,150  

Property, plant, and equipment, net

    39,703       36,247  

Right of use assets

    15,689       14,480  

Deferred financing costs, net

    858       1,180  

Goodwill

    135,830       136,097  

Other intangible assets, net

    63,419       64,042  

Master Settlement Agreement (MSA) escrow deposits

    29,684       29,887  

Other assets

    69,879       64,667  

Total assets

  $ 855,196     $ 763,750  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities:

               

Accounts payable

  $ 35,292     $ 20,420  

Accrued liabilities

    52,924       54,587  

Total current liabilities

    88,216       75,007  

Deferred tax liabilities, net

    7,851       8,289  

Notes payable and long-term debt

    294,145       293,625  

Other long-term liabilities

    -       4,138  

Lease liabilities

    10,960       10,708  

Total liabilities

    401,172       391,767  
                 

Stockholders’ equity:

               

Preferred stock, $0.01 par value; authorized shares 40,000,000; issued and outstanding shares -0-

    -       -  

Common stock, voting, $0.01 par value; authorized shares, 190,000,000; 20,833,181 issued shares and 20,048,922 outstanding shares at June 30, 2026, and 20,589,527 issued shares and 19,132,384 outstanding shares at December 31, 2025

    225       216  

Common stock, nonvoting, $0.01 par value; authorized shares, 10,000,000; issued and outstanding shares -0-

    -       -  

Additional paid-in capital

    241,320       203,627  

Cost of repurchased common stock (784,259 shares at June 30, 2026 and 1,457,143 shares at December 31, 2025)

    (21,171 )     (47,637 )

Accumulated other comprehensive loss

    (1,975 )     (1,563 )

Accumulated earnings

    211,699       199,661  

Non-controlling interest

    23,926       17,679  

Total stockholders’ equity

    454,024       371,983  

Total liabilities and stockholders’ equity

  $ 855,196     $ 763,750  

 

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

 

Turning Point Brands, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

 

   

Six Months Ended June 30,

 
   

2026

   

2025

 

Cash flows from operating activities:

               

Consolidated net income

  $ 24,243     $ 32,751  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Loss on extinguishment of debt

    -       1,235  

Loss on sale of property, plant, and equipment

    -       45  

(Income) loss from equity method investment

    (5,657 )     211  

Loss (gain) on investments, net

    1,224       (17 )

Depreciation and other amortization expense

    3,808       2,893  

Amortization of other intangible assets

    627       612  

Amortization of deferred financing costs

    842       872  

Deferred income tax expense

    (398 )     2,716  

Stock compensation expense

    5,639       3,292  

Noncash lease income

    (1,623 )     (728 )

Changes in operating assets and liabilities:

               

Accounts receivable

    2,671       (20,504 )

Inventories

    (25,701 )     (8,604 )

Other current assets

    (15,060 )     (5,486 )

Other assets

    (46 )     (4,087 )

Accounts payable

    13,564       14,187  

Accrued liabilities and other

    (65 )     9,842  

Net cash provided by operating activities

  $ 4,068     $ 29,230  
                 

Cash flows from investing activities:

               

Capital expenditures

  $ (5,227 )   $ (6,176 )

Payment for equity investments

    (1,450 )     (2,783 )

Purchases of investments

    (3,833 )     (4,079 )

Proceeds from sale of investments

    3,850       4,460  

MSA escrow deposits, net

    5       (48 )

Purchase of option agreement

    (4,940 )     -  

Net cash used in investing activities

  $ (11,595 )   $ (8,626 )
                 

Cash flows from financing activities:

               

Redemption of 2026 Notes

  $ -     $ (250,000 )

Proceeds from 2032 Notes

    -       300,000  

Equity offering proceeds

    59,549       -  

Tax distribution

    (2,500 )     -  

Payment of dividends

    (3,270 )     (2,731 )

Payment of financing costs

    -       (7,251 )

Exercise of options

    324       4,921  

Redemption of options

    -       (33 )

Redemption of restricted stock units

    (330 )     (1,970 )

Redemption of performance based restricted stock units

    (1,014 )     (2,624 )

Net cash provided by financing activities

  $ 52,759     $ 40,312  
                 

Net increase in cash

  $ 45,232     $ 60,916  

Effect of foreign currency translation on cash

  $ 292     $ 20  
                 

Cash, beginning of period:

               

Unrestricted

  $ 222,760     $ 48,941  

Restricted

    1,914       1,961  

Total cash at beginning of period

  $ 224,674     $ 50,902  
                 

Cash, end of period:

               

Unrestricted

  $ 268,307     $ 109,925  

Restricted

    1,891       1,913  

Total cash at end of period

  $ 270,198     $ 111,838  

 

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

 

Non-GAAP Financial Measures

 

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

  

We define “EBITDA” as net income before interest expense, gain (loss) on extinguishment of debt, income tax expense, depreciation, amortization. We define “Adjusted EBITDA” as net income before interest expense, gain (loss) on extinguishment of debt, income tax expense, depreciation, amortization, other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Net Income” as net income excluding items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Diluted EPS” as diluted earnings per share excluding items that we do not consider ordinary course in our evaluation of ongoing operating performance. We define “Adjusted Operating Income (Loss)” as operating income (loss) excluding other non-cash items and other items that we do not consider ordinary course in our evaluation of ongoing operating performance. 

  

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

  

In accordance with SEC rules, we have provided, in the supplemental information attached, a reconciliation of the non-GAAP measures to the next directly comparable GAAP measures. Note that a reconciliation of forward-looking non-GAAP measures, including EBITDA, to the most directly comparable GAAP measures is not provided because comparable GAAP measures for such measures are not reasonably accessible or reliable due to the inherent difficulty in forecasting and quantifying measures that would be necessary for such reconciliation. 

 

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

 

 

Schedule A

 
 
 

Turning Point Brands, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(dollars in thousands)

(unaudited)

 

   

Three Months Ended

 
   

June 30,

 
   

2026

   

2025

 

Net income attributable to Turning Point Brands, Inc.

  $ 3,598     $ 14,480  

Add:

               

Interest expense, net

    4,388       5,140  

Income tax expense

    3,974       4,244  

Depreciation expense

    939       842  

Amortization expense

    1,429       1,048  

EBITDA

  $ 14,328     $ 25,754  

Components of Adjusted EBITDA

               

Corporate restructuring (a)

    133       -  

Stock based compensation (b)

    2,701       1,628  

Transactional expenses and strategic initiatives (c)

    94       569  

Non-recurring legal (d)

    667       504  

FDA PMTA (e)

    3,170       1,651  

Mark-to-market loss (gain) on Canadian inter-company note (f)

    598       (665 )

Tariff adjustment (g)

    (8,475 )     -  

Manufacturing start-up costs (h)

    657       -  

Honorarium (i)

    63       -  

Non-cash asset impairment (j)

    1,307       908  

Gain on investment (k)

    -       (714 )

Non-recurring freight (l)

    -       837  

Adjusted EBITDA

  $ 15,243     $ 30,472  
                 
                 

 

(a)  

Represents costs associated with corporate restructuring, including severance and early retirement.
(b) Represents non-cash stock options, restricted stock, PRSUs, etc.
(c) Represents the fees incurred for transaction expenses.
(d) Represents legal expenses incurred in connection with litigation related to an insurance claim.
(e) Represents costs associated with applications related to FDA premarket tobacco product application (“PMTA”). The PMTA regime requires the Company to submit an application to the FDA to receive marketing authorization to continue to sell certain of its product lines with continued sales permitted during the pendency of the applications. The application is a one-time resource-intensive process for each covered product line; however, due to the nature of the implementation process for those product lines already in the market, applications can take multiple years to complete rather than the typical one-time submission. The Company has only two product lines currently subject to the PMTA process, having utilized other regulatory pathway options available for our other product lines. The Company does not expect to submit additional PMTA applications for any new product lines after the submission for the remaining two are complete.
(f) Represents a mark-to-market loss (gain) attributable to foreign exchange fluctuation.
(g) Represents adjustment to current period costs of goods sold to exclude tariffs subject to refund or refunded.
(h) Represents non-recurring expenses incurred during the start-up of manufacturing lines.
(i) Represents an honorarium gift included in other expense, net.
(j) Represents impairment of investment assets.
(k) Represents gain on investments.
(l) Represents elevated non-recurring outbound freight costs due to ERP transition.

 

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

 

Schedule B

 

Turning Point Brands

Reconciliation of GAAP Net Income to Adjusted Net Income and Diluted EPS to Adjusted Diluted EPS

(dollars in thousands except share data)

(unaudited)

 

   

Three Months Ended

   

Three Months Ended

 
   

June 30, 2026

   

June 30, 2025

 
   

Adjusted Net Income

   

Adjusted Diluted EPS

   

Adjusted Net Income

   

Adjusted Diluted EPS

 

GAAP Net Income and Diluted EPS

  $ 3,598     $ 0.18     $ 14,480     $ 0.79  
                                 

Corporate restructuring (a)

    98       0.00       -       -  

Stock based compensation (b)

    1,990       0.10       1,302       0.07  

Transactional expenses and strategic initiatives (c)

    69       0.00       455       0.02  

Non-recurring legal (d)

    491       0.02       403       0.02  

FDA PMTA (e)

    2,335       0.12       1,321       0.07  

Mark-to-market gain on Canadian inter-company note (f)

    441       0.02       (532 )     (0.03 )

Tariff adjustment (g)

    (6,243 )     (0.31 )     -       -  

Manufacturing start-up costs (h)

    484       0.02       -       -  

Honorarium (i)

    46       0.00       -       -  

Non-cash asset impairment (j)

    963       0.05       726       0.04  

Gain on investment (k)

    -       -       (571 )     (0.03 )

Non-recurring freight (l)

    -       -       669       0.04  

Tax benefit (m)

    400       0.02       (265 )     (0.01 )

Adjusted Net Income and Adjusted Diluted EPS

  $ 4,672     $ 0.23     $ 17,988     $ 0.98  

 

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

(b)  

Represents non-cash stock options, restricted stock, PRSUs, etc.
(c) Represents the fees incurred for transaction expenses.
(d) Represents legal expenses incurred in connection with litigation related to an insurance claim.
(e) Represents costs associated with applications related to FDA premarket tobacco product application (“PMTA”). The PMTA regime requires the Company to submit an application to the FDA to receive marketing authorization to continue to sell certain of its product lines with continued sales permitted during the pendency of the applications. The application is a one-time resource-intensive process for each covered product line; however, due to the nature of the implementation process for those product lines already in the market, applications can take multiple years to complete rather than the typical one-time submission. The Company has only two product lines currently subject to the PMTA process, having utilized other regulatory pathway options available for our other product lines. The Company does not expect to submit additional PMTA applications for any new product lines after the submission for the remaining two are complete.
(f) Represents a mark-to-market loss (gain) attributable to foreign exchange fluctuation.
(g) Represents adjustment to current period costs of goods sold to exclude tariffs subject to refund or refunded.
(h) Represents non-recurring expenses incurred during the start-up of manufacturing lines.
(i) Represents an honorarium gift included in other expense, net.
(j) Represents impairment of investment assets.
(k) Represents gain on investments.
(l) Represents elevated non-recurring outbound freight costs due to ERP transition.
(m) Represents adjustment from quarterly tax rate to quarterly projected tax rate of 22% in 2026 and 21% in 2025.

 

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

 
 

Filing Exhibits & Attachments

5 documents