TURNING POINT BRANDS, INC. (NYSE:TPB) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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filed a Current Report on Form 8-K with the Securities and
Exchange Commission announcing the completion of the Companys
acquisition of Smoke Free Technologies, Inc. (VaporBeast), as
amended by the amendment to Current Report on Form 8-K/A filed on
January 20, 2017 (collectively, the Amended Form 8-K). This
Current Report on Form 8-K/A further amends Item 9.01 of the
Amended Form 8-K to present certain audited financial statements
of VaporBeast, filed as an exhibit hereto and incorporated herein
by reference.
as defined by Regulation S-X Rule 1-02(w), for which Item 9(a)(1)
of Form 8-K requires the Company, as a non-accelerated filer, to
file financial statements for the periods specified in Rule 3-05
of Regulation S-X. Rule 3-05(b)(2)(iv) of Regulation S-X requires
that if any of the conditions specified in Rule 1-02(w) of
Regulation S-X exceed 50%, three years of the financial
statements specified in Rule 3-01 and 3-02 of Regulation S-X must
be filed for the acquired significant subsidiary; provided,
however, that only two years of audited financial statements may
be filed if the acquired significant subsidiary had net revenues
in its most recent fiscal year of less than $50 million.
VaporBeasts net sales for its fiscal year ended December 31, 2015
were less than $50 million. Therefore, in accordance with
Regulation S-X Rule 3-05(b)(2)(iv), the Company may file two
years of audited financial statements for VaporBeast in
satisfaction of the requirement to file the full financial
statements specified in Regulation S-X Rules 3-01 and 3-02.
statements for the year ended December 31, 2015 as Exhibit 99.1
to the Amended Form 8-K. In accordance with Regulation S-X Rule
3-06(b), the Company is hereby satisfying the requirement to
report a second year of audited financial statements by amending
Item 9.01 to the Amended Form 8-K to include VaporBeasts audited
financial statements for the nine months ended September 30,
2016, which are attached hereto as Exhibit 99.4. The Company
determined to file the audited interim financials for VaporBeast
because the Company does not believe that the preparation of
audited financial statements for the year ended December 31, 2014
would provide meaningful disclosure to the investing public
because VaporBeast was a start-up venture in that period. All of
the other items in the Amended Form 8-K remain the same and are
hereby incorporated by reference into this Current Report on Form
8-K/A.
| Item 9.01 |
Financial Statements and Exhibits.
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| (a) |
Financial statements of businesses acquired.
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period ended September 30, 2016 and the notes related thereto are
attached hereto as Exhibit 99.4 and are incorporated into this
Item 9.01(a) by reference.
| (d) |
Exhibits
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Exhibit
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Description
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23.1
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Consent of Moss Adams dated January 20, 2017*
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23.2
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Consent of Moss Adams dated March 16, 2017**
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99.1
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Audited financial statements of Smoke Free Technologies,
Inc. dba Vapor Beast for the year ended December 31, 2015* |
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99.2
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Unaudited financial statements of Smoke Free Technologies,
Inc. dba Vapor Beast as of and for the nine month periods ended September 30, 2016 and 2015* |
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99.3
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Unaudited pro forma financial information*
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99.4
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Audited financial statements of Smoke Free Technologies,
Inc. dba Vapor Beast as of and for the nine month period ended September 30, 2016** |
About TURNING POINT BRANDS, INC. (NYSE:TPB)
Turning Point Brands, Inc., formerly North Atlantic Holding Company, Inc., is a provider of Other Tobacco Products (OTP) in the United States. The Company operates through three segments: smokeless products, smoking products and NewGen products. The Smokeless products market consists of approximately four product categories, which includes loose leaf chewing tobacco, Moist Snuff, Moist Snuff Pouches and Snus. The smoking products consist of various product categories, including cigarette papers, large cigars, (MYO cigar wraps and MYO cigar smoking tobacco, MYO cigarette smoking tobacco and related products, and traditional pipe tobacco. The NewGen products consist of various products, such as liquid vapor products, tobacco vaporizer products and a range of non-tobacco products and other non-nicotine products. Its portfolio of brands includes Zig-Zag, Beech-Nut, Stoker’s, Trophy, Havana Blossom, Durango, Our Pride and Red Cap. TURNING POINT BRANDS, INC. (NYSE:TPB) Recent Trading Information
TURNING POINT BRANDS, INC. (NYSE:TPB) closed its last trading session up +0.39 at 14.44 with 18,611 shares trading hands.
