Turning Point Brands(TPB) - 2021 Q4 - Annual Report

Part I Business Turning Point Brands manufactures and distributes branded consumer products across three segments, leveraging iconic brands and an extensive distribution network - The company operates in three main segments: Zig-Zag Products, Stoker's Products, and NewGen Products, featuring iconic brands like Zig-Zag® and Stoker's®[11] - Products are available in approximately 215,000 retail locations across North America, supported by a distribution network of around 800 direct distributors and 200 indirect wholesalers[12][11] Core Product Market Position (as of Dec 25, 2021) | Brand | Product | TPB Segment | Market Share | Category Rank | | :--- | :--- | :--- | :--- | :--- | | Zig-Zag® | Cigarette Papers | Zig-Zag Products | 33.6% | 1 premium, 1 overall | | Zig-Zag® | MYO Cigar Wraps | Zig-Zag Products | 56.2% | 1 overall | | Stoker's® | Moist Snuff | Stoker's Products | 5.6% | 3 discount, 6 overall | | Stoker's® | Chewing Tobacco | Stoker's Products | 25.6% | 1 discount, 1 overall | Product Segments The company's operations are divided into three segments: Zig-Zag, Stoker's, and NewGen, each with leading market positions - Zig-Zag® is the 1 premium and overall rolling paper in the U.S. with approximately 34% market share and also commands a majority of the MYO cigar wrap market[13] - Stoker's® is the 1 discount and overall brand in the chewing tobacco industry with a 26% market share, holding a 5.6% share of the total U.S. non-pouch MST market[20] - The NewGen segment includes B2B (Vapor Beast®) and B2C (Direct Vapor®, VaporFi®) vape distribution platforms, along with the Solace® product development company[21][22] Competitive Strengths and Growth Strategies TPB's strengths include iconic brands and an asset-light model, with strategies focused on market share growth, innovation, and acquisitions - Leverages iconic brands Zig-Zag® (122 years old) and Stoker's® (82 years old) for strong consumer recognition and market leadership[24][26] - The business model is asset-light, with over 80% of net sales in 2021 derived from outsourced production, leading to low capital expenditures ($2.0 million - $6.2 million annually over the last 5 years) and high free cash flow[35][37] - Growth strategy includes expanding into adjacent categories, exemplified by the 2022 exclusive distribution agreement for CLIPPER® lighters in the U.S. and Canada[47] - A key strategy is to improve profitability in the NewGen segment by increasing the sales mix of higher-margin proprietary products through its vape distribution platform[50] Supply Chain and Production The company operates an asset-light model, sourcing most products externally through long-term agreements, with limited in-house manufacturing Inventory Breakdown (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Raw materials and work in process | $6,936 | $8,137 | | Leaf tobacco | $35,900 | $32,948 | | Finished goods - Zig-Zag Products | $25,663 | $14,903 | | Finished goods - Stoker's Products | $8,959 | $9,727 | | Finished goods - NewGen Products | $8,591 | $18,916 | | Total Inventories | $87,607 | $85,856 | - The company has long-term exclusive distribution agreements with RTI for Zig-Zag® cigarette papers, tubes, and injectors in the U.S. and Canada, which renewed in 2012 for a twenty-year term[65] - All loose-leaf chewing tobacco is manufactured by Swedish Match under an agreement that automatically renewed in 2018 for a ten-year period[71][72] Human Capital and ESG TPB focuses on employee well-being and diversity, with an ESG strategy prioritizing public health, youth access prevention, and governance - As of December 31, 2021, approximately 33% of the workforce was female, and underrepresented minorities made up 27%[98] - The company's ESG program focuses on public health, aiming to move adult consumers to lower-risk products, supported by the submission of Premarket Tobacco Applications (PMTAs) for 250 products in September 2020[106][108] - In 2021, several ESG committees were formed to integrate principles into business practices, covering areas like Public Health, Environment, Supplier standards, company Culture, and Governance[115][117] Risk Factors The company faces significant risks from declining tobacco sales, supplier dependence, intense competition, and increasing regulatory oversight - Key business risks include the overall decline in tobacco sales, dependence on a small number of suppliers (Swedish Match, RTI), and intense competition[119][123][124] - Significant regulatory risks stem from the FDA's broad powers, including the costly and uncertain PMTA process for NewGen products, potential flavor bans, and the PACT Act's impact on shipping[120][157][171] - Financial risks are highlighted by substantial debt ($250 million Senior Secured Notes, $172.5 million Convertible Senior Notes), restrictive debt covenants, and the identification of a material weakness in internal controls over IT[121][206][212] Properties The company primarily operates from leased facilities, with its only owned property being the Dresden, Tennessee manufacturing plant - The company owns its manufacturing facility in Dresden, Tennessee, and leases all other manufacturing, distribution, and office spaces in the U.S[243] Legal Proceedings The company is involved in various legal proceedings, including stockholder lawsuits and personal injury claims, with uncertain outcomes - The company is a party to material legal proceedings, which are detailed in Note 18 of the financial statements[244] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on the NYSE, pays a quarterly dividend, and has an active share repurchase program - The company pays a quarterly dividend, with the most recent being $0.055 per common share paid on January 7, 2022[255] - A share repurchase program is in place, with $31.8 million of authority remaining as of December 31, 2021, and the Board increased the authorization by $24.6 million in February 2022 to bring the total authority to $50 million[259] Share Repurchases in Q4 2021 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 1 to Oct 31 | - | $- | | Nov 1 to Nov 30 | 253,000 | $39.30 | | Dec 1 to Dec 31 | 224,707 | $36.73 | | Total | 477,707 | | Management's Discussion and Analysis of Financial Condition and Results of Operations In fiscal year 2021, total net sales grew 10.0% to $445.5 million, driven by Zig-Zag and Stoker's, leading to significant increases in gross profit and operating income Results of Operations For FY2021, net sales increased 10.0% to $445.5 million, driven by Zig-Zag and Stoker's, resulting in higher gross profit and net income Consolidated Results of Operations (in thousands) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Total net sales | $445,471 | $405,111 | 10.0% | | Total gross profit | $217,834 | $189,990 | 14.7% | | Operating income | $90,321 | $64,427 | 40.2% | | Net income attributable to TPB | $52,059 | $38,192 | 36.3% | Net Sales by Segment (in thousands) | Segment | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Zig-Zag products | $176,491 | $132,812 | 32.9% | | Stoker's products | $124,280 | $115,866 | 7.3% | | NewGen products | $144,700 | $156,433 | -7.5% | - SG&A expenses for 2021 included $7.6 million in stock-based compensation and $1.7 million in PMTA-related expenses, a significant decrease from the $14.4 million in PMTA expenses in 2020[307] EBITDA and Adjusted EBITDA The company uses non-GAAP Adjusted EBITDA to evaluate performance, which increased to $108.1 million in 2021 from $90.2 million in 2020 Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Line Item | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Consolidated net income | $52,059 | $38,192 | $16,233 | | Interest expense, net | $20,500 | $13,487 | $14,435 | | Income tax expense | $14,040 | $11,957 | $2,863 | | Depreciation & Amortization | $5,012 | $5,018 | $4,089 | | EBITDA | $89,457 | $68,654 | $38,928 | | Stock options, etc. | $7,557 | $2,555 | $4,626 | | FDA PMTA costs | $1,668 | $14,435 | $2,153 | | Non-cash asset impairment | $7,100 | - | - | | Other adjustments | $1,267 | $3,604 | $20,142 | | Adjusted EBITDA | $108,075 | $90,236 | $67,337 | Liquidity and Capital Resources The company's liquidity is strong, with cash increasing to $128.3 million due to a major debt refinancing in February 2021 - Net cash provided by operating activities increased by 56% to $68.2 million in 2021, up from $43.7 million in 2020[343] - In February 2021, the company completed a major refinancing, issuing $250 million of 5.625% Senior Secured Notes due 2026 and establishing a new $25 million revolving credit facility[350][351] Long-Term Debt Summary (in thousands) | Debt Instrument | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Senior Secured Notes | $250,000 | - | | 2018 First Lien Term Loan | - | $130,000 | | Convertible Senior Notes | $172,500 | $172,500 | | Gross notes payable and long-term debt | $422,500 | $319,985 | | Net notes payable and long-term debt | $414,172 | $302,112 | Quantitative and Qualitative Disclosures About Market Risk The company is exposed to foreign currency risk from euro-denominated purchases but has limited interest rate risk due to fixed-rate debt - The company has foreign currency exposure from inventory purchases denominated in euros; a 10% change in the euro to U.S. dollar exchange rate would affect pre-tax income by about $1.7 million annually[383] - Interest rate risk is mitigated as the $250 million Senior Secured Notes and $172.5 million Convertible Senior Notes both have fixed interest rates[386] Financial Statements and Supplementary Data This section includes audited financial statements and auditor reports, noting an adverse opinion on internal controls due to ITGC weaknesses Report of Independent Registered Public Accounting Firm The auditor issued an unqualified opinion on financial statements but an adverse opinion on internal controls due to IT general control weaknesses - The auditor issued an unqualified opinion on the consolidated financial statements for the period ended December 31, 2021[392] - The auditor issued an adverse opinion on the company's internal control over financial reporting due to a material weakness in IT general controls (ITGCs) concerning user access and change-management[407][409] - Two critical audit matters were identified: the goodwill impairment analysis for the NewGen reporting unit and the fair value estimation of the dosist investment[396][399][401] Consolidated Financial Statements The consolidated financial statements for 2021 show increased assets and liabilities due to debt refinancing, with higher net income Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total Current Assets | $249,169 | $163,403 | | Total Assets | $601,560 | $496,049 | | Total Current Liabilities | $40,336 | $56,629 | | Total Liabilities | $467,844 | $378,562 | | Total Stockholders' Equity | $133,716 | $117,487 | Consolidated Income Statement Highlights (in thousands) | Account | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net Sales | $445,471 | $405,111 | $361,989 | | Gross Profit | $217,834 | $189,990 | $137,117 | | Operating Income | $90,321 | $64,427 | $27,230 | | Net Income Attributable to TPB | $52,059 | $38,192 | $16,233 | | Diluted EPS | $2.52 | $1.85 | $0.78 | Notes to Consolidated Financial Statements The notes detail accounting policies, recent acquisitions, debt refinancing, equity plans, and material legal contingencies - The company changed its inventory accounting method from LIFO to FIFO, effective January 1, 2021, and applied the change retrospectively, increasing inventories by $6.1 million and accumulated earnings by $4.5 million as of December 31, 2020[487] - In July 2021, the company acquired cigar marketer Unitabac for $10.7 million, accounted for as an asset purchase with $10.0 million assigned to indefinite-lived intellectual property[489] - The company recorded a $7.1 million impairment loss on its investment in cannabinoid company dosistTM in Q4 2021, reducing the investment's fair value to $7.9 million[524] Controls and Procedures Management concluded that disclosure controls and procedures were not effective due to a material weakness in IT general controls, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of December 31, 2021[612] - A material weakness was identified in internal control over financial reporting related to ineffective IT general controls (ITGCs) in the areas of user access and program change-management[619] - A remediation plan is underway, focusing on training, documentation, risk assessment, and enhanced monitoring, with an expected completion date before the end of 2022[623][624] Part III Directors, Executive Officers, Compensation, Security Ownership, and Accountant Fees Information for these items is incorporated by reference from the company's 2022 Annual Meeting Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's Proxy Statement for the 2022 Annual Meeting of Stockholders[627][628][629] Part IV Exhibits and Financial Statement Schedules This section lists key exhibits filed with the Form 10-K, including corporate documents, debt agreements, and certifications - The financial statements are located in Part II, Item 8 of the report[634] - Key filed exhibits include the Indenture for the Senior Secured Notes (4.3), the 2021 Equity Incentive Plan (10.1), the manufacturing agreement with Swedish Match (10.15), and the distribution agreements for Zig-Zag products (10.16, 10.17)[636][637] Form 10-K Summary This item is not applicable - Item 16, Form 10-K Summary, is not applicable[639]