Mark Stegeman - Chief Financial Officer Larry Wexler - President and Chief Executive Officer Jim Murray - Senior Vice President of Business Planning

Vivien Azer - Cowen and Company Susan Anderson - B. Riley

Thank you, Andrew. Good morning and thanks everyone for joining our call.

I'm Mark Stegeman, CFO of Turning Point Brands. Participating with me on the call today are Turning Point Brands President and CEO, Larry Wexler; and Jim Murray, Senior Vice President of Business Planning.

Earlier today we issued a news release covering our dividend initiation, third quarter and year-to-date performance. This release can be located in the IR section of our website www.turningpointbrands.com where a replay of today's conference call will be available.

In today's call, we will plan to discuss our operating results, share our views on the evolving regulatory climate and update the progress of our long-term growth strategies. Following our formal remarks we will open up the floor to Q&A.

As is customary, I direct your attention to the discussion of forward-looking and cautionary statements in today's press release and the risk factors in our filings with the Securities and Exchange Commission. The disclosure outlines various factors that could cause actual results to differ materially from projections or forward-looking statements that may be sited in today’s discussion.

These forward-looking statements and projections are not guaranteed of future performance and you should not place undue reliance upon them except as provided by Federal Security Laws we undertake no obligation to publicly update or revise any forward-looking statements. We may also discuss today certain non-GAAP financial measures, these measures and reconciliations to the GAAP information along with the reason management believes that they provide investors with useful information regarding the company’s financial conditions and results of operations are set forth in the press release.

I will now turn the call over to Larry Wexler, our CEO.

Good morning and thank you for joining the call. I am pleased to announce that given our solid execution against our strategic plan today the Board of Directors approved the initiation of a cash dividend to shareholders.

Initial quarterly dividend of $0.04 per common share will be paid on December 15, 2017 to shareholders of record on the close of business on November 27th. Declaring of dividend underscores the Board’s confidence in the company’s long-term growth opportunities and financial strength and demonstrates our ongoing commitment to enhancing shareholder value while expanding the universal potential shareholders.

We believe a dividend at this level is consistent with our focus on accretive acquisitions, continued organic growth and the strengthening of our capital position. With that exciting news and a statement of confidence expressed, I'm thrilled to talk about the progress Turning Point Brands continues to make in the OTP marketplace.

Record third quarter sales of $73.3 million, were up 44% higher than last year. Additionally the company recorded records for gross profit, operating income and adjusted EBITDA.

All three of our focused brands Stoker’s, Zig-Zag and VaporBeast are vibrant and compelling long-term growth engines and their success produces the cash flow that fuels our internal investments, which are focused on generating organic growth and funding acquisitions to expand our product portfolio and operating capabilities. The core tobacco portfolio led by Stoker’s in smokeless and Zig-Zag in smoking was up low single-digits in sales and delivered record gross profit in the quarter.

Our strategy of reshaping the company for continued growth by acquiring VaporBeast in late 2016 and Vapor Shark earlier this year we have substantially expanded our NewGen reach and a share of company revenues. Our NewGen segment now 34% of company revenues has produced advances for five sequential quarters, not only net sales, but also gross profit.

We’re actively evaluating OTP companies not only in the tobacco space, but also in the vapor arena as acquisition candidates. We do not have any announcements to make now, but we remain eager to bring good and meeting the accretive companies into the fold.

We look for companies that provide plug and play opportunities such as our acquisition of Wind River brands or bolt-on infrastructure opportunities like the VaporBeast sales and distribution engine. Let me start with some additional details on our segment performance in the quarter.

Smokeless segment performed well in the quarter, driven by sustained strength of the Stoker’s brand. Segment net sales rose 12.6% to $21.3 million.

Gross profit grew 22.2% to $11.5 million and gross margin expanded 420 basis points to 53.9%. Smokeless net sales growth was delivered on market share advances in not only MST but also in chewing tobacco establishing a new company record.

Despite a very competitive environment and the ongoing impact of the Pennsylvania tax increase shipments to Stoker’s MST cases during the quarter were up more than 10%. We continue to expand Stoker’s MST retail distribution with net new store placements of just shy of 3,000 stores in the quarter.

We’re encouraged by the success for increasing the frequency of sales calls on higher opportunity outlets. Our strategy to increase store penetration will take time, but the path we’re committed to as Stoker’s is a superior differentiated product that consumers love.

Regarding the five smokeless tobacco brands we’ve purchased from Wind River in November 2016 we’re implementing our distribution expansion program in the fourth quarter. The Wind River brands, which commanded an 8% category share in stores with distribution have already begun to prosper under our brand and sales management.

At the time of acquisition the brand held a 2.2 share of the total chewing tobacco market. By third quarter 2017, the brand had collected advanced the 2.4 share points without any focus effort on our part.

Our target expansion of these brands begin in late October, and we believe it will pick up additional momentum as we move into 2018. Now turning to our smoking products segment, as we have discussed several times, the smoking segment is particularly volatile due to industry wide promotional activities, and this quarter was certainly no exception.

Segment sales were $26.9 million in the quarter just under the $27 million of sales recorded in the second quarter, but $6.6 million below the year ago quarter, which was the strongest quarter in the last two years. The decrease in net sales is principally due to the continuing weakness in cigars and the comparison to the exceptionally strong year ago quarter, which was partially offset by year-over-year strength in both U.S and Canadian Zig-Zag cigarette paper sales.

Gross profit increased $100,000 sequentially to $14.2 million was about 1.5% less than the year ago quarter. Gross margin increased from 50.1% in the third quarter of 2016 to 52.9% of sales.

California’s 65% excise tax and MYO cigar wraps continue to depress segment sales in that state, as our MSA volumes were impacted 35% from the previous year. We are currently responding with new products and promotional strategies and we will continue to monitor the situation in California closely.

The iconic Zig-Zag brand remains an industry leader in both MYO cigar wraps and premium cigarette papers. As a result of competitive promotional volatility in the quarter, particularly in MSA shipments to retail, Zig-Zag cigarette papers loss share in the quarter, but remained strong versus year ago on a six month or a 52 week moving basis, which we think better illustrates the brand strength.

While the smoking segment’s quarterly net sales comparison is soft to year ago, we anticipate a decline given the robust sales achieved in the prior year. We believe the company is well positioned in the focused areas of smoking, particularly given our expanded efforts in the Canadian market and a rich pipeline of U.S.

products. In NewGen, third quarter sales increased to a record $25.2 million and gross profit to a record $7.3 million.

VaporBeast has proven to be a highly effective distribution engine in the NewGen space and since we acquired that at the end of last year, we have continued to sharpen its operating practices and strengthened its sales reach to non-traditional retailers. These results are beginning to show up in the numbers.

Relative to a year ago, the average number of customer shipments per month are up by mid-single-digits. Additionally average revenues per invoice are up by double-digits.

These metrics illustrate both the substantial progress we are making in expanding our share requirements and industry growth. With regard to our June 30th acquisition of Miami based Vapor Shark, we have been realizing modest improved operating momentum, sales to both franchise and corporate stores are each now trending favorably and integration savings are beginning to be realized.

As of quarter end, the total Vapor Shark store count stood at 34. As we discussed last quarter, the former owner will operate the seven company owned stores as franchise stores effective January 2018.

As a result, going forward TPB will only realize the wholesale value of these sales. Post the transfer of these stores we are projecting annualized net sales of $10 million and income before taxes of approximately $1 million.

One small note to mention, Hurricane Irma unfavorably impacted Vapor Shark sales by about $200,000 in the quarter. Obviously this was a temporarily blip and we are seeing sales return to more normal levels.

Unfortunately some of our employees were impacted by the storm, where our facility has experienced only a loss of power. We strongly believe that the nicotine market is an attractive space with long-term growth opportunities.

Both VaporBeast and Vapor Shark provides strong and complementary infrastructure for our future growth plans. As regulatory environment plays an important role within the industry, I want to spend a couple of minutes discussing the FDA.

In July the FDA outlined its approach for regulating nicotine. As we said in last quarter’s call we are encouraged by the effort to make the product review process more efficient, predictable and transparent.

Recently the FDA announced a six month delay in ingredients disclosures, another positive sign. Our key focus in regulatory environment is preserving our ability to market OTP products that adult consumers want to purchase.

At the same time, we are actively reviewing our product portfolio identifying which of our smaller low margin product lines do not want the increased investments to obtain future FDA compliance. In the quarter we rationalized two product lines with annual revenues of less than $1.4 million and expense $300,000 during the quarter.

With regard to our efforts to improve sales force effectiveness, we remain focused on expanding its size with quality professionals. On the year-to-date basis, the sales force is up low-single-digits versus a year ago.

But like many companies in the strengthening business climate we're having our share of attrition. So our sales force sizes up, I'm not satisfied and will continue to apply focused efforts behind our hiring, training and on-boarding processes.

While fourth quarter is traditionally a tough time to hire. I believe the new hiring process we put in place will pay dividends as we move into new year.

Having said that we are tracking favorably against our key performance objectives, including a greater number of sales calls and strengthened frequency. As you recall that we identified a strong correlation between sales force call frequency and our brand shares, including Stoker’s MST, where our share in store selling is pushing 7%, demonstrating what I call brand share capacity.

Additionally, while it remains very early, we continue to see meaningful progress in our social media campaigns for both Zig-Zag and Stoker's, where key metrics are up sequentially and versus year ago. Importantly these brands especially Stoker's get benefit from increased awareness we are building our capabilities in this area.

So to summarize my thoughts on the quarter, I am pleased with the continuing progress we are making and we are on the right track. Record sales, gross profit and adjusted EBITDA in both the quarter and for the nine months.

Our strategic and operational plans are proving effective as we expand our retail penetration and provide quality products with consistency to our loyal consumers. We're building on our capabilities to expand our reach and hear to regulations, while delivering profitable growth.

And as evidenced by the Board's decision to initiate a dividend, we remain excited about the future. With that, I'll turn over to Mark to review a few of the quarter's financial highlights.

Thanks, Larry. Larry mentioned some of the top-line metrics at the beginning of the call.

And I'll provide some additional color and measures. Segment net sales mix continue to shift on the growth of VaporBeast.

For the quarter, NewGen represented 34%, smokeless 29% and smoking 37%. Net sales for the quarter increased 43.9% to a record $73.3 million.

This was driven by volume gains of 39.5% and price mix gains of 4.4%. Gross profit for the quarter increased 33.8% to a record $32.9 million.

Gross margin was 44.9% down from 48.3% a year ago, primarily as the result of the mixed impact of lower distribution margins from VaporBeast. Consolidated SG&A expense in the second quarter was $18.6 million compared to $12.7 million in 2016, driven principally by the inclusion of VaporBeast and Vapor Shark's SG&A expenses and strategic expenses.

For the quarter, strategic expenses and SG&A were $200,000, up about that same amount from a year ago. New product launch cost and SG&A were $400,000 about half of last year's third quarter.

And the quarter also included new product launch cost and cost of goods sold, which amounted to $100,000 compared to $200,000 a year ago. This quarter's cost of goods sold also included $300,000 associated with the smoking segment product line rationalization.

On a year-over-year basis, smoking products margin was also negatively impacted by roughly $200,000 from the year ago. Net income for the quarter was $7.4 million, up $600,000 against the year ago quarter.

The weighted average fully diluted share count during the quarter was $19.6 million and fully diluted earnings per share was $0.38 per share. For the quarter adjusted EBITDA increased 16% to $15.9 million versus $13.7 million last year.

Now let me discuss some non-operating drivers. For the quarter, interest expense was $4 million, 27.6% lower than the year ago period, resulting from our February refinancing.

Net debt at quarter end was $206.7 million, a $13.2 million decrease from last quarter end. We continue to improve our leverage profile and ended the quarter within our target range of 2.5 to 3.5 times with a net debt-to-adjusted EBITDA ratio of 3.5 times and net debt to pro forma acquisition adjusted EBITDA of 3.4 times.

Our MSA account during the quarter produced investment income of $100,000 compared to roughly $300,000 a year ago. Net operating losses or NOLs available to offset federal income taxes amounted to approximately $25 million at quarter end and we expect to fully utilize these NOLs during 2018.

In the third quarter, we issued approximately 130,000 shares in connection with stock options that were expiring. In the fourth quarter of 2018 another 100,000 options will be expiring.

Finally reported income tax expense was $3.1 million for the quarter and $3.9 million year-to-date, which equates to effective tax rates of 30% and 19% respectively. While our statutory rate for federal and state income taxes is approximately 38% absent any of the discrete items.

Our effective tax rate increases to 41% largely because of permanent differences, that’s items which are deductible for book, but not for tax. However, this year because of the tax benefit of discrete items relating to stock options exercise to $4.5 million, our effective income tax expense year-to-date is 19% and does not bear the normal relationship to the 41% rate I just mentioned.

We do not expect significant discrete items in the fourth quarter and anticipate our effective GAAP tax rate will be approximately 41% in the fourth quarter and 27% for the year. In the quarter federal excise taxes included in cost of goods sold totaled $4.7 million.

FDA fees accounted for in cost of goods sold amounted to $100,000. CapEx for the quarter was $500,000 and we expect full year CapEx of approximately $2 million.

With that I’ll turn the call back over to Larry for a few final comments before we turn to Q&A.

Thanks, Mark. We had another good quarter which produced solid results on the strength of our organization and our focused brands.

In smokeless Stoker’s MST cans, tubs and Stoker’s chew are each up in share driven by increased retail distribution. In smoking, Zig-Zag cigarette papers are up in revenue in both the U.S.

and Canada. In NewGen key metrics for VaporBeast continue to improve driving positive performance in the segment and most importantly in the quarter, we produced record net sales, gross profit, operating income and adjusted EBITDA and we just initiated our first dividend.

Moving forward we’re continuing to explore acquisition candidates and have an active pipeline of opportunities at reasonable multiples. We have a firm foundation, a determination to achieve our strategic goals and a motivation to increase the long-term value of our company.

Thank you for participating on the call today and with that I’d like to open it up for questions.

Hi, good morning.

Good morning, Vivien.

So congrats on the dividend announcement that’s certainly encouraging to see, a host of questions, I think just starting off on smokeless please, obviously a very rational pricing environment that was reflected and your good price mix realization, but I would like to hear kind of your thoughts on price gap management given that you didn’t fully match the pricing announcement that we saw from your key competitors? Thanks.

I think that Vivien when we look at our pricing it’s hard to look at the headline pricing that you see on Copenhagen and Grizzly where our price positioning is sort of aligned with the tub pricing and some of the pricing with Long Horn in the value segment. We believe overtime that we have the opportunity to increase our prices and get greater realization, but we'll do so, but we still believe that we had a long runway of shared growth ahead of us and don't want to get out ahead of that.

Fair enough, that makes sense. On the gross margins, sticking with smokeless, could you just expand, are there any kind of key drivers to call out?

Because we've kind of accustomed to modest but steady margin degradation given negative mix shift to the 1.2 ounce can over the tub. So any drivers to call out in terms of the gross margin expansion in the quarter for smokeless?

Thanks.

I think the biggest driver and I'm looking at Jim to confirm this that the difference would be in the types of promotions that we ran and the gross margin hit that buy one get one free that we ran in 2016 depressed the gross margin a little bit. So I think it's more in that, we try to give some inside into that with some of the numbers in the promotional -- the cost of promotions and new initiatives in the cost of goods sold.

Yes, I think the only thing I'd add to that Vivien is we also as we reported had a very good quarter on chewing tobacco. And we have some nice margin there as well.

Perfect, thank you. On the smoking products, the qualification of the comp had me scratching my head a little bit.

Just in terms of cycling a tough compare in 3Q '16, if I'm looking at my number correctly from a gross sales perspective, you're actually cycling your easiest compare of the year. So if you could just explain on that.

Thanks.

I think one of the differences that I gave a sense that you look at quarter-over-quarter when you are talking about compares, well we're looking sequentially. And so it just happened that last two third quarters benefited from the volatility of the segment.

So both of those quarters were pretty high. The last year's third quarter was the strongest quarter we had in past eight quarters.

So it really was an outlier in terms of that volatility. I think what you see when you look at it sequentially that our sales were sort of in line with recent patterns.

So I think it's just a difference that you were looking at year ago we try to look at the business sequentially.

Great, that's exactly right. We were looking at year-over-year growth rates.

So that's helpful, thank you for that. Last one for me, can you just help us think about the excise tax, because I was really surprised to see it down as much as it was in light of fairly notable excise tax increases in California and Pennsylvania?

Thanks.

The excise tax remember the cigar wraps and I don't know to what extent we highlighted that in our last call I can't remember, but cigar wraps were not taxed at all in California now they're bearing a 65% of federal excise tax.

It's really largely due to the continuing weakness we're having perhaps in the quarter at least weaker performance in cigar. That's what's driving the delta there.

Perfect, thank you very much.

Sorry, Vivien I kind of missed that question a little bit.

Hi, good morning. Nice job again on the quarter and nice to see the dividend too, congrats.

I was wondering maybe if you could talk about how should we think about the growth of the NewGen category as we start to cycle the acquisitions. I guess should we assume second quarter to third quarter as a good run rate and then -- except for annualized and then growing off of that.

And maybe two, if you could just give some color on the other two categories and when you expect the impact of excise taxes to start to taper off? And maybe how we should think about the annual run rate there too going forward?

Thanks.

Okay, let me address the NewGen category first. We are working very diligently to improve the capabilities of that category.

And while we will start lapping obviously the fourth quarter last year, I think, we had one month of VaporBeast. So after the fourth quarter we’ll start going against full quarter comparables.

We continue to see improvements in the operating performance there. So we intend to continue to invest and to grow that category.

In terms of the excise taxes, we’ll start lapping the Pennsylvania tax in the fourth quarter and then we’ll go to more normalized comparisons and growth in those categories. And I think you can see from the numbers particularly in smokeless we’re performing fairly strongly, the moist business is up, our chew business is up and we anticipate continue that progress over the next couple of quarters.

Great, thank you. And then just one…

I missed the first one, I was trying to check that all the questions you have.

Yes, no problem that was helpful. And then just one more question for me you talked about in cigarette papers just the increase in competition on the discount papers driving sales.

And I guess I'm just wondering is that impacting your premium brand at all or is it impacting pricing like maybe if you cloud just give a little bit more color on that dynamic?

Okay, when you look at shares and performance we look at it through the MSA database, which actually tracks shipments from wholesalers to retail and there was a very large promotion in the third quarter from one of our competitors in the low price area. As you can see from our sales being up in both Canada and United States obviously Canada was impacted by that.

The paper business is solid and is having good track and if you look at it on a longer period of time the 26 and 52 weeks and again because of the volatility in this category internally that’s what we look at. We’re seeing continued growth in share from the Zig-Zag brand.

So I think this is a blip from this promotional activity, obviously it will take a few months to see if that has any impact in the marketplace, but we thought Zig-Zag had a pretty good quarter.

Great, yes it looked good. Actually just one more question too on the vape category obviously you have a very strong distribution to hold now, it does seem like a lot of the acquisition opportunities are within vape and surrounding it.

I guess how do you see kind of that category growing is there still significant acquisition opportunity there? Do you think that the growth in the category tapers off longer term or how should we think about the investment that you want to continue to add there?

Okay, that’s a pretty broad question, let me try to pick off all and if I missed any come back and reask the question. The first thing I’d like to comment on is that we’re looking at both acquisitions in both the tobacco space, as well as the NewGen space.

It just so happen that the NewGen one’s occurred earlier. But we are actively looking at companies there are 300 companies in the OTP space that are tobacco only.

Obviously not coming any NewGen and we think there’s some right acquisition opportunities there. Second thing is just to remind you of our strategies for NewGen going forward is that with VaporBeast they now ship to little less than half of all of the identified at vape shops than we have found.

We believe that there are opportunities for increased penetration among the total vape shops as well as increasing share of requirements. So importantly the third aspect of that is that once we were happy that we have the infrastructure in place, we do have a set of products that we’d like to put through that sales engine.

So we do have quarter three prong strategies there for continued growth. As far as the vape category, it was a burst of enthusiasm, when it first came out then it particularly in measured retail through MSA saw a sort of a leveling of it, but in the alternative non-traditional retailers it was continuing to grow.

We’re seeing growth inside our VaporBeast, some of the candidates that we’ve looked at and some of the conversations with other companies in this space they are experiencing growth. So we do think that although it’s hard to measure we do think that the overall e-nicotine market is growing and is -- I just can’t put a number on it because we don’t have insight to that.

And one last aspect of it, remember there is still just under 40 million combustible smokers in United States and the FDA has announced a focus on continuing of risks implied in that is that they would like to see people shift from combustion to other forms of nicotine or leaving the market. But as they announced their programs and all, we believe there is going to be greater opportunity for new product development and for interesting developments in the NewGen category and we expect to benefit from that overtime.

Great, that’s very, very helpful. Thanks so much, guys good luck next quarter.

Thank you, Suzan.

Thank you very much for participating on the call today. And we look forward to next quarter’s report.

Have a great day.