Turning Point Brands Inc. 2025年季度报告

(Mark One)☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-37763 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Former name, former address and former fiscal year, if changed since last report: not applicable Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☑ At May 1, 2025, there were17,900,955shares outstanding of the registrant’s voting common stock, par value $0.01 per share. PART I—FINANCIAL INFORMATION Table of Contents Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2025 (this “Quarterly Report”), contains forward-looking statementswithin 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 risksand uncertainties because they relate to events, and depend on circumstances, that may or may not occur in the future. As a result, actualevents may differ materially from those expressed in, or suggested by, the forward-looking statements. Any forward-looking statement made ●declining sales of tobacco products, and expected continuing decline of sales in the tobacco industry overall;●our dependence on a small number of third-party suppliers and producers;●the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or productdisruption, as well as other supply chain concerns, including delays in product shipments and increases in freight cost;●the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;●failure to maintain consumer brand recognition and loyalty of our customers and in anticipating and responding to changes inconsumer preferences and purchase behavior;●our reliance on relationships with several large retailers and national chains for distribution of our products;●intense competition and our ability to compete effectively;●competition from illicit sources and the damage caused by illicit products to our brand equity;●contamination of our tobacco supply or products;●uncertainty and continued evolution of the markets for our products;●complications with the design or implementation of our new enterprise resource planning system could adversely impact our businessand operations;●recalls of our products;●substantial and increasing regulation and changes in U.S. Food and Drug Administration (“FDA”) enforcement priorities;●regulation or marketing denials of our products by the FDA, which has broad regulatory powers;●many of our products contain nicotine, which is considered to be a highly addictive substance;●requirement to maintain compliance with master settlement agreement escrow account;●possible significant increases in federal, state and local municipal tobacco- and nicotine-related taxes;●our products are marketed pursuant to a policy of FDA enforcement priorities which could change, and our products could become ●the scientific community’s lack of information regarding the long-term health effects of certain substances contained in some of ourproducts;●significant product liability litigation;●our amount of indebtedness;●our credit rating and ability to access well-functioning capital markets;●the terms of our indebtedness, which may restrict our current and