Notes Payable and Long-Term Debt | Note 7. Notes Payable and Long-Term Debt: Notes payable and long-term debt consists of the following in order of preference: March 31, 2016 December 31, 2015 First Lien Term Loan $ 147,475 $ 150,555 Second Lien Term Loan 78,943 78,882 PIK Toggle Notes 61,195 58,882 7% Senior Notes 10,429 10,360 298,042 298,679 Less deferred finance charges (5,912 ) (6,257 ) Less current maturities (1,650 ) (1,650 ) Total Notes Payable and Long-Term Debt $ 290,480 $ 290,772 Long-term Debt On January 13, 2014, NATC entered into (i) a $170 million First Lien Term Loan Credit Agreement among NATC, the Company, NATC Holding, a wholly owned subsidiary of the Company to which the Company transferred its ownership of all outstanding capital stock of NATC, and Wells Fargo Bank, National Association, as administrative agent (the “First Lien Credit Agreement”), (ii) a $80 million Second Lien Term Loan Credit Agreement among NATC, the Company, NATC Holding and Wells Fargo Bank, National Association, as administrative agent (the “Second Lien Credit Agreement”), and (iii) a $40 million ABL Credit Agreement among NATC, NATC Holding and Wells Fargo Bank, National Association, as ABL Agent (the “ABL Credit Agreement”). First Lien Credit Agreement All of NATC’s subsidiaries, as well as the Company and NATC Holding, are guarantors under the First Lien Credit Agreement. The First Lien Credit Agreement is secured by a first priority lien on substantially all of the assets of the borrowers and the guarantors (other than TPLLC) thereunder, including a pledge of the capital stock of NATC and its subsidiaries held by NATC Holding, NATC or any guarantor (other than TPLLC), other than certain excluded assets (the “Collateral”). The loans designated as LIBOR rate loans bear interest at LIBOR Rate then in effect (but not less than 1.25%) plus 6.50% and the loans designated as base rate loans bear interest at the (i) highest of (A) the Prime Rate, (B) the Federal Funds Rate plus 0.50%, (C) LIBOR for an interest period of one month plus 1.00% and (D) 2.25% per year plus (ii) 5.50%. The weighted average interest rate at March 31, 2016 was 7.78%. The First Lien Credit Agreement matures in January 2020. The First Lien Credit Agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants, which impose restrictions on, among other things, the ability of NATC and its subsidiaries to make investments, pay dividends, sell assets, and incur debt and additional liens. In addition, the First Lien Credit Agreement requires NATC to maintain a total leverage ratio as follows: Period Maximum Ratio Closing Date through March 31, 2015 6.50 to 1.00 April 1, 2015 through September 30, 2016 6.25 to 1.00 October 1, 2016 through September 30, 2017 6.00 to 1.00 October 1, 2017 through September 30, 2018 5.75 to 1.00 October 1, 2018 and thereafter 5.50 to 1.00 NATC is required to make prepayments under the First Lien Credit Agreement upon the occurrence of certain events, including sales of certain assets, casualty events and the incurrence of additional indebtedness, subject to certain exceptions and reinvestment rights. NATC made a prepayment of approximately $2.7 million during the first quarter of 2016. Second Lien Credit Agreement The Second Lien Credit Agreement has the benefit of a second priority security interest in the Collateral and is guaranteed by the same entities as the First Lien Credit Agreement. The Second Lien Credit Agreement, contains substantially similar representations and warranties, events of default and covenants as the First Lien Credit Agreement; provided, however, that the total leverage ratio required to be maintained by NATC under the Second Lien Credit Agreement is as follows: Period Maximum Ratio Closing Date through March 31, 2015 6.75 to 1.00 April 1, 2015 through September 30, 2016 6.50 to 1.00 October 1, 2016 through September 30, 2017 6.25 to 1.00 October 1, 2017 through September 30, 2018 6.00 to 1.00 October 1, 2018 and thereafter 5.75 to 1.00 Under the Second Lien Credit Agreement the loans designated as LIBOR rate loans bear interest at a rate of at LIBOR Rate then in effect (but not less than 1.25%) plus 10.25% and the loans designated as base rate loans bear interest at (i) highest of (A) the Prime Rate, (B) the Federal Funds Rate plus 0.50%, (C) LIBOR for an interest period of one month plus 1.00% and (D) 2.25% per year plus (ii) 9.25%. The weighted average interest rate at March 31, 2016 was 11.5%. The Second Lien Credit Agreement matures in July 2020. In connection with the Company’s initial public offering (“IPO) in May 2016, the Company prepaid $20 million of the borrowings under the Second Lien Credit Agreement. See Note 16. Subsequent Events. ABL Credit Agreement The ABL Credit Agreement provides for aggregate commitments of up to $40 million, subject to a borrowing base, which is calculated as the sum of (i) 85% of eligible accounts receivable, plus (ii) the lesser of (A) the product of 70% multiplied by the value of eligible inventory and (B) the product of 85% multiplied by the net recovery percentage identified in the most recent inventory appraisal multiplied by the value of eligible inventory, plus (iii) the lesser of (A) the product of 75% multiplied by the value of eligible inventory and (B) the product of 85% multiplied by the net recovery percentage identified in the most recent inventory appraisal multiplied by the value of the eligible finished goods inventory, minus (iv) the aggregate amount of reserves established by the administrative agent. The interest rates per annum applicable to loans under the ABL Credit Agreement are, at the option of NATC, equal to the applicable Base Rate or LIBOR Rate plus the applicable Interest Margin, as defined below: Pricing Level Average Excess Availability Applicable Margin for Base Rate Loans (the “Base Rate Margin”) Applicable Margin for LIBOR Rate Loans (the “LIBOR Rate Margin”) I > $30,000,000 1.25% 2.25% II < $30,000,000 but > $15,000,000 1.50% 2.50% III < $15,000,000 1.75% 2.75% The ABL Credit Agreement matures in January 2019 and the balance outstanding at March 31, 2016 was $1.0 million. The weighted average interest rate at March 31, 2016 was 5.00%. PIK Toggle Notes On January 13, 2014, the Company issued PIK Toggle Notes (“PIK Toggle Notes”) to Standard General Master Fund, L.P. (“Standard General”) with a principal amount of $45 million and warrants to purchase 42,424 of the Company’s common stock at $.01 per share, as adjusted for stock splits and other events specified in the agreement. After adjustment for the stock split effected in connection with our IPO of 10.43174381 to 1, the warrants have been adjusted to provide for the purchase of 442,558 of the Company’s common stock. Due to the issuance of the warrants, the PIK Toggle Notes had an original issue discount of $1.7 million and were initially valued at $43.3 million. The PIK Toggle Notes mature and the warrants expire on January 13, 2021. The PIK Toggle Notes accrued interest based on the LIBOR Rate then in effect (but not less than 1.25%) plus 13.75%. Interest is payable on the last day of each quarter and upon maturity. The Company had the flexibility to pay interest in kind through an increase in the principal amount at the same interest rate as the PIK Toggle Notes. The Company chose to increase the PIK Toggle Notes for all interest for the first three months of 2016 and the face amount of the PIK Toggle Notes was $62.3 million at March 31, 2016. The PIK Toggle Notes contains covenants which limit the ability of the Company to enter into transactions with affiliates and make dividends or other distributions or repurchase capital stock. The PIK Toggle Notes are unsecured and do not limit the Company’s ability to incur additional debt or liens. In connection with the IPO, in May of 2016 the Company repurchased all of the outstanding PIK Toggle Notes in exchange for a combination of cash and shares of our common stock. See Note 16. Subsequent Events. 7% Senior Notes In January of 2014, the Company issued 7% Senior Notes to various stockholders with a principal amount of $11 million and warrants to purchase 11,000,000 units of membership interests in Intrepid, which represented 40% of the Intrepid Common Units outstanding on a fully diluted basis, at a purchase price of $1.00 per unit. Due to the issuance of the Intrepid warrants, the 7% Senior Notes had an original issue discount of $2.8 million and was initially valued at $8.2 million. The 7% Senior Notes mature and the warrants expire on December 31, 2023. The 7% Senior Notes accrued interest at a fixed rate of 7% per annum. Interest is payable on the last business day of June and December in each year and provided that the Company was permitted to elect to pay all or a portion of the interest in kind. The Company made such election for all of 2014 and 2015. The face amount of the 7% Senior Notes was $12.6 million at March 31, 2016. The 7% Senior Notes are the general unsecured obligations of the Company and will rank equally with the Company’s other unsecured and unsubordinated debt from time to time outstanding. Redemptions of the 7% Senior Notes may be made by the Company at any time without penalty or premium. In connection with the IPO, in May of 2016 we repurchased all of the outstanding 7% Senior Notes in exchange for shares of our common stock. See Note 16. Subsequent Events. Restricted / Non-Restricted Condensed Consolidating Financial Statements The payment of principal and interest on the First Lien Term Loan, Second Lien Term Loan and ABL are guaranteed by or obligations of NATC and its subsidiaries (“Issuer/Restricted”). TPLLC and its subsidiary (“Non-Restricted”) are not guarantors of the First Lien Term Loan, Second Lien Term Loan and ABL. The separate financial statements of the Issuer/Restricted are not included herein because the Issuer/Restricted are the Company’s wholly-owned consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the First Lien Term Loan, Second Lien Term Loan and ABL. The Company believes that the consolidating financial information for the Issuer/Restricted and the Non-Restricted provide information that is more meaningful in understanding the financial position of the Issuer/Restricted than separate financial statements of the Issuer/Restricted. The following consolidating financial information presents consolidating financial data for the Issuer/Restricted, Non-Restricted and an elimination column for adjustments to arrive at the information for the Company on a consolidated basis as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. Turning Point Brands, Inc. Consolidating Balance Sheet March 31, 2016 (in thousands) Issuer/ Restricted Non-Restricted Eliminations Consolidated ASSETS Current assets: Cash $ 953 $ 1,987 $ - $ 2,940 Accounts receivable 2,649 - - 2,649 Inventories 40,252 7,724 - 47,976 Other current assets 6,025 3,358 - 9,383 Total current assets 49,879 13,069 - 62,948 Property, plant and equipment, net 5,639 125 - 5,764 Deferred financing costs, net 191 - - 191 Goodwill 128,697 - - 128,697 Investment in subsidiaries 35,159 - (35,159 ) - Other intangible assets, net 8,553 - - 8,553 Master Settlement Agreement - escrow deposits 31,856 - - 31,856 Other assets 3,100 430 - 3,530 Total assets $ 263,074 $ 13,624 $ (35,159 ) $ 241,539 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 4,831 $ 64 $ - $ 4,895 Accrued expenses 8,802 941 - 9,743 Accrued interest expense 866 - - 866 First lien term loan 1,650 - - 1,650 Revolving credit facility 1,018 - - 1,018 Total current liabilities 17,167 1,005 - 18,172 Notes payable and long-term debt 290,480 - - 290,480 Deferred Income Taxes 7,054 - - 7,054 Postretirement benefits 4,638 - - 4,638 Pension benefits 428 - - 428 Total Liabilities 319,767 1,005 - 320,772 Stockholders' equity (deficit): Common stock, voting 63 - - 63 Common stock, non-voting 9 - - 9 Additional paid-in capital 76,423 11,222 (74,995 ) 12,650 Advance to TPB 757 (757 ) - - Accumulated other comprehensive loss (3,389 ) - - (3,389 ) Retained earnings (accumulated deficit) (130,556 ) 2,154 39,836 (88,566 ) Total stockholders' equity (deficit) (56,693 ) 12,619 (35,159 ) (79,233 ) Total liabilities and stockholders' equity (deficit) $ 263,074 $ 13,624 $ (35,159 ) $ 241,539 Turning Point Brands, Inc. Consolidating Statement of Income for the three months ended March 31, 2016 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Net sales $ 46,224 $ 3,642 $ 49,866 Cost of sales 22,706 2,513 25,219 Gross profit 23,518 1,129 24,647 Selling, general and administrative expenses 12,725 1,013 13,738 Operating income 10,793 116 10,909 Interest expense and financing costs 8,469 (7 ) 8,462 Income before income taxes 2,324 123 2,447 Income tax expense 213 - 213 Net income $ 2,111 $ 123 $ 2,234 Turning Point Brands, Inc. Consolidating Statement of Cash Flows for the three months ended March 31, 2016 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Cash flows from operating activities: Net income $ 2,111 $ 123 $ 2,234 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 293 - 293 Amortization of deferred financing costs 362 - 362 Amortization of original issue discount 259 - 259 Interest incurred but not paid on PIK toggle notes 2,254 - 2,254 Deferred income taxes 41 - 41 Stock compensation expense 12 - 12 Member unit compensation expense - 10 10 Changes in operating assets and liabilities: Accounts receivable 1,179 112 1,291 Inventories (2,187 ) (1,450 ) (3,637 ) Other current assets (435 ) 1,890 1,455 Other assets 416 - 416 Accounts payable 709 15 724 Accrued pension liabilities 64 - 64 Accrued postretirement liabilities (28 ) - (28 ) Accrued expenses and other (4,617 ) (156 ) (4,773 ) Net cash provided by operating activities 433 544 977 Cash flows from investing activities: Capital expenditures (329 ) (125 ) (454 ) Net cash used in investing activities (329 ) (125 ) (454 ) Cash flows from financing activities: Proceeds from revolving credit facility, net 1,000 - 1,000 Prepaid equity issuance costs (268 ) - (268 ) Payments for first lien term loan (3,150 ) - (3,150 ) Net cash used in financing activities (2,418 ) - (2,418 ) Net increase (decrease) in cash (2,314 ) 419 (1,895 ) Cash, beginning of period 3,267 1,568 4,835 Cash, end of period $ 953 $ 1,987 $ 2,940 Turning Point Brands, Inc. Consolidating Balance Sheet December 31, 2015 (in thousands) Issuer/ Restricted Non-Restricted Eliminations Consolidated ASSETS Current assets: Cash $ 3,267 $ 1,568 $ - $ 4,835 Accounts receivable 3,828 112 - 3,940 Inventories 38,065 6,274 - 44,339 Other current assets 5,590 5,248 - 10,838 Total current assets 50,750 13,202 - 63,952 Property, plant and equipment, net 5,603 - - 5,603 Deferred financing costs, net 208 - - 208 Goodwill 128,697 - - 128,697 Investment in subsidiaries 31,489 - (31,489 ) - Other intangible assets, net 8,553 - - 8,553 Master Settlement Agreement - escrow deposits 31,842 - - 31,842 Other assets 3,178 430 - 3,608 Total assets $ 260,320 $ 13,632 $ (31,489 ) $ 242,463 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 4,038 $ 49 $ - $ 4,087 Accrued expenses 9,956 1,097 - 11,053 Accrued interest expense 4,329 - - 4,329 First lien term loan 1,650 - - 1,650 Revolving credit facility 18 - - 18 Total current liabilities 19,991 1,146 - 21,137 Notes payable and long-term debt 290,772 - - 290,772 Deferred Income Taxes 7,013 - - 7,013 Postretirement benefits 4,666 - - 4,666 Pension benefits 487 - - 487 Total Liabilities 322,929 1,146 - 324,075 Stockholders' equity (deficit): Common stock, voting 63 - - 63 Common stock, non-voting 9 - - 9 Additional paid-in capital 76,410 11,213 (74,995 ) 12,628 Advance to TPB 793 (793 ) - - Accumulated other comprehensive loss (3,512 ) - - (3,512 ) Retained earnings (accumulated deficit) (136,372 ) 2,066 43,506 (90,800 ) Total stockholders' equity (deficit) (62,609 ) 12,486 (31,489 ) (81,612 ) Total liabilities and stockholders' equity (deficit) $ 260,320 $ 13,632 $ (31,489 ) $ 242,463 Turning Point Brands, Inc. Consolidating Statement of Income for the three months ended March 31, 2015 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Net sales $ 45,603 $ 5,483 $ 51,086 Cost of sales 22,999 3,432 26,431 Gross profit 22,604 2,051 24,655 Selling, general and administrative expenses 11,396 1,275 12,671 Operating income 11,208 776 11,984 Interest expense and financing costs 8,450 32 8,482 Income before income taxes 2,758 744 3,502 Income tax expense 75 - 75 Net income $ 2,683 $ 744 $ 3,427 Turning Point Brands, Inc. Consolidating Statement of Cash Flows for the three months ended March 31, 2015 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Cash flows from operating activities: Net income $ 2,683 $ 744 $ 3,427 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 251 - 251 Amortization of deferred financing costs 362 - 362 Amortization of original issue discount 261 - 261 Interest incurred but not paid on PIK toggle notes 1,945 - 1,945 Deferred income taxes (35 ) - (35 ) Stock compensation expense 46 - 46 Member unit compensation expense - 29 29 Changes in operating assets and liabilities: Accounts receivable (972 ) (959 ) (1,931 ) Inventories (721 ) (1,021 ) (1,742 ) Other current assets (836 ) 2,585 1,749 Other assets (12 ) - (12 ) Accounts payable 2,153 (994 ) 1,159 Accrued pension liabilities 42 - 42 Accrued postretirement liabilities (31 ) - (31 ) Accrued expenses and other 2,088 (766 ) 1,322 Net cash provided by operating activities 7,224 (382 ) 6,842 Cash flows from investing activities: Capital expenditures (327 ) - (327 ) Issuance of note receivable (800 ) 800 - Net cash provided by (used in) investing activities (1,127 ) 800 (327 ) Cash flows from financing activities: Proceeds from (payments of) revolving credit facility, net 93 - 93 Prepaid equity issuance costs - - - Payments for first lien term loan (412 ) - (412 ) Issuance of stock 1 - 1 Net cash used in financing activities (318 ) - (318 ) Net increase in cash 5,779 418 6,197 Cash, beginning of period 8,014 453 8,467 Cash, end of period $ 13,793 $ 871 $ 14,664 |