Turning Point Brands Files 8-K

TL;DR

TPB filed an 8-K on Feb 10, 2025, covering operations and other events. Details TBD.

AI Summary

Turning Point Brands, Inc. filed an 8-K on February 10, 2025, reporting on its results of operations and financial condition, as well as other events. The filing does not contain specific financial figures or details about the 'other events' in the provided text.

Why It Matters

This filing indicates that Turning Point Brands is providing updates on its financial performance and other significant corporate events to the SEC.

Risk Assessment

Risk Level: low — The filing is a standard current report (8-K) and does not, in itself, indicate any immediate or specific risks.

Key Players & Entities

• Turning Point Brands, Inc. (company) — Registrant
• 0001140361-25-003651 (filing_id) — Accession Number
• February 10, 2025 (date) — Filing Date
• Louisville, KY (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TPB New York Stock Exchan
• $93.1 million — e that our total net sales were between $93.1 million and $94.1 million, our income before in
• $94.1 m — et sales were between $93.1 million and $94.1 million, our income before income taxes f
• $13.0 million — from continuing operations was between $13.0 million and $14.0 million, our EBITDA was betwe
• $14.0 m — perations was between $13.0 million and $14.0 million, our EBITDA was between $18.3 mil
• $18.3 million — d $14.0 million, our EBITDA was between $18.3 million and $19.3 million and our Adjusted EBIT
• $19.3 million — ur EBITDA was between $18.3 million and $19.3 million and our Adjusted EBITDA was between $25
• $25.3 million — ion and our Adjusted EBITDA was between $25.3 million and $26.3 million. For the year ended
• $26.3 million — ed EBITDA was between $25.3 million and $26.3 million. For the year ended December 31, 2024,
• $360.0 million — e that our total net sales were between $360.0 million and $361.0 million, our income before i
• $361.0 m — t sales were between $360.0 million and $361.0 million, our income before income taxes f
• $63.5 million — from continuing operations was between $63.5 million and $64.5 million, our EBITDA was betwe
• $64.5 m — perations was between $63.5 million and $64.5 million, our EBITDA was between $83.2 mil
• $83.2 million — d $64.5 million, our EBITDA was between $83.2 million and $84.2 million and our Adjusted EBIT
• $84.2 million — ur EBITDA was between $83.2 million and $84.2 million and our Adjusted EBITDA was between $10

Filing Documents

• ef20043201_8k.htm (8-K) — 105KB
• 0001140361-25-003651.txt ( ) — 244KB
• tpb-20250210.xsd (EX-101.SCH) — 4KB
• tpb-20250210_lab.xml (EX-101.LAB) — 21KB
• tpb-20250210_pre.xml (EX-101.PRE) — 16KB
• ef20043201_8k_htm.xml (XML) — 4KB

02

Item 2.02. Results of Operations and Financial Condition. Turning Point Brands, Inc. (the "Company") expects to report its financial results for the fourth quarter and full year ended December 31, 2024 no later than March 15, 2025. However, in connection with a proposed private offering of the Company's senior secured notes discussed in Item 8.01 below, the Company is providing certain preliminary estimated unaudited financial and operational information for the fourth quarter and full year ended December 31, 2024. For the three months ended December 31, 2024, we estimate that our total net sales were between $93.1 million and $94.1 million, our income before income taxes from continuing operations was between $13.0 million and $14.0 million, our EBITDA was between $18.3 million and $19.3 million and our Adjusted EBITDA was between $25.3 million and $26.3 million. For the year ended December 31, 2024, we estimate that our total net sales were between $360.0 million and $361.0 million, our income before income taxes from continuing operations was between $63.5 million and $64.5 million, our EBITDA was between $83.2 million and $84.2 million and our Adjusted EBITDA was between $103.5 million and $104.5 million. Due to the contribution of our Creative Distribution Solutions ("CDS") segment to General Wireless Operations, Inc., the Company began accounting for the results of operations and financial condition of the CDS segment as discontinued operations in the fourth quarter of 2024 and will recast all historical results for such accounting treatment beginning with its Annual Report on Form 10-K for the year ended December 31, 2024. As a result, the figures above do not include the results of operations and financial condition of the CDS segment. These preliminary results are unaudited and subject to completion, reflect management's current views and may change as a result of management's review of results and other factors. Such estimated results are subject to

01

Item 8.01. Other Events. On February 10, 2025, the Company announced a proposed private offering of $300.0 million aggregate principal amount of its senior secured notes due 2032 (the "Notes") to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act (the "Offering"). The Notes will be the Company's senior secured obligations and will be guaranteed on a senior secured basis by each of the Company's wholly-owned domestic restricted subsidiaries that currently guarantee the Company's Senior Secured Notes due 2026 (the "Existing Notes"). The Company intends to use the proceeds from the Offering (i) to redeem or refinance all of the Existing Notes, (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes. The Offering is subject to market conditions. This Current Report on Form 8-K does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum.

SIGNATURES

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. Date: February 10, 2025 By: /s/ Brittani N. Cushman Name: Brittani N. Cushman Title: Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR