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SDI Standard Diversified

Standard Diversified, Inc. is a holding company, which owns and operates subsidiaries in a variety of industries, including other tobacco products, insurance, and outdoor advertising. It operates through the following segments: Smokeless Products, Smoking Products, and NewGen Products. The Smokeless Product segment manufactures and markets moist snuff and contracts for and markets chewing tobacco products. The Smoking Products segment imports and markets cigarette papers, tubes, and related products; imports and markets finished cigars, MYO cigar tobaccos, and cigar wraps; and processes, packages, and markets pipe tobaccos. The NewGen Products segment trades e-cigarettes, e-liquids, vaporizers, and other related products; and distributes a wide assortment of vaping products to non-traditional retail outlets via VaporBeast and Vapor Shark. The company was founded by Martha C. Reider, Anne Cavanaugh and Richard C. Birkmeyer in 1990 and is headquartered in New York, NY.

Company profile

Ticker
SDI
Exchange
CEO
Gregory H. A. Baxter
Employees
Incorporated
Location
Fiscal year end
Industry (SIC)
Former names
Ensys Environmental Products Inc, Special Diversified Opportunities Inc., Standard Diversified Opportunities Inc., Strategic Diagnostics Inc
SEC CIK
IRS number
561581761

SDI stock data

(
)

Investment data

Data from SEC filings
Securities sold
Number of investors

Calendar

4 May 20
13 Jun 21
31 Dec 21
Date Owner Security Transaction Code Indirect 10b5-1 $Price #Shares $Value #Remaining
16 Jul 20 Baxter Gregory H.A. Class A Common Stock, par value $0.01 Sale back to company Dispose D No No 0 24,552 0 0
16 Jul 20 Tobin Bradford A Class A Common Stock, par value $0.01 Sale back to company Dispose D No No 0 19,688 0 0
16 Jul 20 Helms Thomas F. Jr. Class B Common Stock, par value $0.01 Sale back to company Dispose D No No 0 272,624 0 0
16 Jul 20 Helms Thomas F. Jr. Class A Common Stock, par value $0.01 Sale back to company Dispose D No No 0 116,341 0 0
16 Jul 20 Wurzer David M Class B Common Stock, par value $0.01 Sale back to company Dispose D No No 0 3,050 0 0
16 Jul 20 Wurzer David M Class A Common Stock, par value $0.01 Sale back to company Dispose D No No 0 10,223 0 0
16 Jul 20 Arnold Zimmerman Class A Common Stock, par value $0.01 Sale back to company Dispose D No No 0 4,346 0 0

Data for the last complete 13F reporting period. To see the most recent changes to ownership, click the ownership history button above.

78.5% owned by funds/institutions
13F holders
Current Prev Q Change
Total holders 15 18 -16.7%
Opened positions 4 6 -33.3%
Closed positions 7 3 +133.3%
Increased positions 3 2 +50.0%
Reduced positions 3 5 -40.0%
13F shares
Current Prev Q Change
Total value 76.08M 100.05M -24.0%
Total shares 6.98M 6.83M +2.2%
Total puts 0 0
Total calls 0 0
Total put/call ratio
Largest owners
Shares Value Change
Standard General 6.24M $67.99M 0.0%
First Sabrepoint Capital Management 557.19K $6.07M +34.8%
Vanguard 63.1K $688K +0.6%
Saba Capital Management 47.57K $519K 0.0%
STT State Street 19.43K $212K +9.9%
Millennium Management 18.74K $204K NEW
Athanor Capital 17.79K $194K -25.9%
Renaissance Technologies 15.4K $168K -33.6%
BLK Blackrock 2.11K $23K 0.0%
UBS UBS Group AG - Registered Shares 1.1K $12K NEW
Largest transactions
Shares Bought/sold Change
First Sabrepoint Capital Management 557.19K +143.9K +34.8%
Millennium Management 18.74K +18.74K NEW
Renaissance Technologies 15.4K -7.8K -33.6%
Athanor Capital 17.79K -6.21K -25.9%
STT State Street 19.43K +1.75K +9.9%
UBS UBS Group AG - Registered Shares 1.1K +1.1K NEW
DB Deutsche Bank AG - Registered Shares 0 -592 EXIT
Vanguard 63.1K +400 +0.6%
BAC Bank Of America 0 -275 EXIT
Advisor 184 +184 NEW

Financial report summary

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Competition
Altria
Risks
  • We may not be able to execute on our plans to complete a merger with Turning Point Brands.
  • We may not be successful in identifying any additional suitable acquisition or investment opportunities.
  • Future acquisitions or investments could involve unknown risks that could harm our business and adversely affect our financial condition.
  • There can be no assurance that our due diligence investigations will identify every matter that could have a material adverse effect on SDI.
  • Resources could be consumed in researching acquisition or investment targets that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business.
  • We may issue notes or other debt securities or otherwise incur substantial debt, which may adversely affect our leverage and financial condition.
  • We may require additional capital in the future, and you may incur dilution to your stock holdings in connection with such financings.
  • We may issue additional common shares or preferred shares to complete our business combinations or as consideration of an acquisition of an operating business or other acquisition or under an employee incentive plan after consummation of a business combination or acquisition, which would dilute the interests of our stockholders and could present other risks.
  • We may be unable to obtain additional financing to consummate future investments or acquisitions or to fund the operations and growth of an investment or acquisition, which could compel us to restructure the transaction or abandon a particular investment or acquisition.
  • Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may affect our financial results.
  • Our investments in any future joint investment could be adversely affected by our lack of sole decision-making authority, our reliance on a partner’s financial condition and disputes between us and our partners.
  • There may be tax consequences associated with our acquisition, investment, holding and disposition of target companies and assets.
  • We may make other significant investments in publicly traded companies. Changes in the market prices of the securities we own, particularly during times of volatility in security prices, can have a material impact on the value of SDI’s portfolio and equity.
  • We may lack operational control over certain companies in which we invest.
  • Our ability to dispose of equity interests we acquire may be limited by restrictive stockholder agreements and by the federal securities laws.
  • Any potential acquisition or investment in a foreign company or a company with significant foreign operations, may subject us to additional risks.
  • Standard General L.P. and its affiliates hold a majority of our outstanding Class A common stock and Class B common stock and have interests which may conflict with interests of our other stockholders.
  • Future acquisitions and dispositions may not require a stockholder vote and may be material to us.
  • Our officers, directors, stockholders and their respective affiliates may have a pecuniary interest in certain transactions in which we are involved and may also compete with us.
  • In the course of their other business activities, our officers and directors may become aware of investment and acquisition opportunities that may be appropriate for presentation to SDI as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • We will need to increase the size of our organization and may experience difficulties in managing growth.
  • From time to time we may be subject to litigation for which we may be unable to accurately assess our level of exposure and which, if adversely determined, may have a material adverse effect on our consolidated financial condition or results of operations.
  • As a holding company, our only material assets are our equity interests in our operating subsidiaries, and our principal source of revenue and cash flow is distributions from our subsidiaries.
  • The Company is and may become a significant stockholder in various independent public and/or private companies, each of which with its own board of directors owing fiduciary duties to all stockholders, not just SDI as a large stockholder.
  • If we or Turning Point discovers material weaknesses or significant deficiencies in our respective internal controls over financial reporting, or those of any entity that either we or Turning Point may acquire, it may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under federal securities laws, which also could affect the trading price of our Class A common stock.
  • We may be required to include in our periodic reports filed with the SEC, or to incorporate by reference therein, the financial statements of entities that we acquire. If any such entity does not timely provide such financial statements, it may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under federal securities laws, which also could affect the trading price of our Class A common stock.
  • We may be required to incur significant costs, and our activities may be restricted, to avoid investment company status. We may suffer adverse consequences if we are deemed an investment company under the Investment Company Act.
  • We may be subject to an additional tax as a personal holding company on future undistributed personal holding company income if we generate passive income in excess of operating expenses.
  • Our Sixth Amended and Restated Certificate of Incorporation contains provisions which may discourage the takeover of SDI, may make removal of our management more difficult and may depress our stock price.
  • Limitations on liability and Indemnification.
  • Our stock has generally had a low trading volume and price fluctuations in our Class A common stock could result from general market and economic conditions and a variety of other factors, including factors that affect the volatility of the Class A common stock of any of our publicly held subsidiaries.
  • Our inability to comply with the listing requirements of the NYSE American could result in our Class A common stock being delisted, which could affect their market price and liquidity and reduce our ability to raise capital.
  • Future sales of substantial amounts of our Class A common stock may adversely affect our market price.
  • Future sales of substantial amounts of our Class A common stock into the public market, or perceptions in the market that such sales could occur, may adversely affect the prevailing market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities.
  • We will continue to incur increased costs as a result of operating as a public company in the United States.
  • If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Class A common stock, the market price of our Class A common stock could decline.
  • We may not be able to execute on our plans to divest our outdoor billboard business.
  • The out-of-home advertising industry is highly competitive.
  • Our outdoor billboard business is subject to various regulations.
  • Our operating results are subject to seasonal variations and other factors.
  • If our contingency plans relating to hurricanes and other natural disasters fail, the resulting losses could hurt our business.
  • Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control.
  • Maidstone is the subject of an Order of Liquidation and we are in the process of transitioning its operations to the New York Liquidation Bureau.
  • Sales of tobacco products are generally expected to continue to decline.
  • Turning Point depends on a small number of key third-party suppliers and producers for its products.
  • Turning Point may be unable to identify or contract with new suppliers or producers in the event of a disruption to its supply.
  • Turning Point’s business may be damaged by events outside of its suppliers’ control, such as the impact of epidemics (e.g., coronavirus), political upheavals, or natural disasters.
  • Turning Point’s licenses to use certain brands and trademarks may be terminated or not renewed.
  • Turning Point may not be successful in maintaining the consumer brand recognition and loyalty of its products.
  • Turning Point is subject to substantial and increasing regulation.
  • Turning Point’s products are regulated by the FDA, which has broad regulatory powers.
  • Some of Turning Point’s products are subject to developing and unpredictable regulation.
  • Many of Turning Point’s products contain nicotine, which is considered to be a highly addictive substance.
  • There is uncertainty related to the federal regulation of NewGen products, cigars and pipe tobacco products. Increased regulatory compliance burdens could have a material adverse impact on Turning Point’s NewGen business development efforts.
  • Significant increases in state and local regulation of its NewGen products have been proposed or enacted and are likely to continue to be proposed or enacted in numerous jurisdictions.
  • Increases in tobacco-related taxes have been proposed or enacted and are likely to continue to be proposed or enacted in numerous jurisdictions.
  • If Turning Point’s NewGen products become subject to increased taxes it could adversely affect its business.
  • Turning Point may be subject to increasing international control and regulation.
  • Turning Point’s distribution efforts rely in part on its ability to leverage relationships with large retailers and national chains.
  • Turning Point has a substantial amount of indebtedness that could affect its financial condition.
  • The terms of the agreement governing Turning Point’s indebtedness may restrict its current and future operations, which would adversely affect its ability to respond to changes in its business and to manage its operations.
  • Turning Point faces intense competition and may fail to compete effectively.
  • The market for NewGen products is subject to a great deal of uncertainty and is still evolving.
  • Turning Point may become subject to significant product liability litigation.
  • The scientific community has not yet studied extensively the long-term health effects of certain substances contained in some of Turning Point’s products.
  • Turning Point is required to maintain cash amounts within an escrow account in order to be compliant with a settlement agreement between it and certain U.S. states and territories.
  • Competition from illicit sources may have an adverse effect on Turning Point’s overall sales volume, restricting the ability to increase selling prices and damaging brand equity.
  • Reliance on information technology means a significant disruption could affect Turning Point’s communications and operations.
  • Security and privacy breaches may expose Turning Point to liability and cause it to lose customers.
  • Contamination of, or damage to, Turning Point’s products could adversely impact sales volume, market share and profitability.
  • Turning Point’s intellectual property may be infringed.
  • Third parties may claim that Turning Point infringes their intellectual property and trademark rights.
  • Turning Point may fail to manage its growth.
  • Turning Point may fail to successfully integrate its acquisitions or otherwise be unable to benefit from pursuing acquisitions.
  • Turning Point is subject to fluctuations in its results that make it difficult to track trends and develop strategies in the short-term.
  • Turning Point is subject to the risks of exchange rate fluctuations.
  • Adverse U.S. and global economic conditions could negatively impact its business, prospects, results of operations, financial condition or cash flows.
  • Turning Point’s supply to its wholesalers and retailers is dependent on the demands of their customers who are sensitive to increased sales taxes and economic conditions affecting their disposable income.
  • Turning Point’s failure to comply with certain environmental, health and safety regulations could adversely affect its business.
  • The departure of key management personnel and the failure to attract and retain talent could adversely affect Turning Point’s operations.
  • The reduced disclosure requirements applicable to emerging growth companies may make Turning Point’s common stock less attractive to investors, potentially decreasing its stock price.
  • Turning Point may lose its status as an emerging growth company before the five-year maximum time period a company may retain such status.
  • Turning Point’s principal stockholders are able to exert significant influence over matters submitted to its stockholders and may take certain actions to prevent takeovers.
  • Turning Point’s certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of its common stock.
  • Turning Point’s certificate of incorporation limits the ownership of its common stock by individuals and entities that are Restricted Investors. These restrictions may affect the liquidity of its common stock and may result in Restricted Investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights.
  • Future sales of Turning Point’s common stock in the public market could reduce its stock price, and any additional capital raised by Turning Point through the sale of equity or convertible securities may dilute its stockholders.
  • Turning Point may issue preferred stock whose terms could adversely affect the voting power or value of its common stock.
  • Turning Point’s status as a “controlled company” could make its common stock less attractive to some investors or otherwise harm its stock price.
Content analysis
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Litigous
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