Notes Payable and Long-Term Debt | Note 8. Notes Payable and Long-Term Debt: Notes payable and long-term debt consists of the following in order of preference: September 30, 2016 December 31, 2015 First Lien Term Loan $ 146,792 $ 150,555 Second Lien Term Loan 59,067 78,882 PIK Toggle Notes - 58,882 7% Senior Notes - 10,360 205,859 298,679 Less deferred finance charges (4,721 ) (6,257 ) Less current maturities (1,650 ) (1,650 ) Total Notes Payable and Long-Term Debt $ 199,488 $ 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 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 “Revolving Credit Facility”). 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. TPLLC and its subsidiary are not guarantors of 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 thereunder, including a pledge of the capital stock of NATC and its subsidiaries held by NATC Holding, NATC or any guarantor, 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 September 30, 2016 was 9.0%. 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 the 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) the 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 September 30, 2016 was 11.5%. The Second Lien Credit Agreement matures in July 2020. In connection with the Company’s IPO in May of 2016, the Company prepaid $20 million of the borrowings under the Second Lien Credit Agreement (see Note 3). Revolving Credit Facility The Revolving Credit Facility 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 Revolving Credit Facility 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 Revolving Credit Facility matures in January 2019 and there was no outstanding balance at September 30, 2016. 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 were scheduled to mature and the warrants to 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 was 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. The PIK Toggle Notes contained covenants which limited 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 were unsecured and did not limit the Company’s ability to incur additional debt or liens. In connection with the IPO, in May of 2016, the Company redeemed and retired all of the outstanding PIK Toggle Notes in exchange for a combination of cash and shares of the Company’s voting common stock (see Note 3). 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 were initially valued at $8.2 million. The 7% Senior Notes were scheduled to mature and the warrants to expire on December 31, 2023. The 7% Senior Notes accrued interest at a fixed rate of 7% per annum. Interest was 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 7% Senior Notes were the general unsecured obligations of the Company and ranked equally with the Company’s other unsecured and unsubordinated debt from time to time outstanding. Redemptions of the 7% Senior Notes could be made by the Company at any time without penalty or premium. In connection with the IPO, in May of 2016, we redeemed and retired all of the outstanding 7% Senior Notes in exchange for shares of the Company’s voting common stock (see Note 3). Restricted / Non-Restricted Condensed Consolidating Financial Statements The payment of principal and interest on the First Lien Term Loan, Second Lien Term Loan and Revolving Credit Facility 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 Revolving Credit Facility. 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 Revolving Credit Facility. 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 September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 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 September 30, 2016 (in thousands) Issuer/ Restricted Non-Restricted Eliminations Consolidated ASSETS Current assets: Cash $ 3,766 $ 644 $ - $ 4,410 Accounts receivable 3,184 210 - 3,394 Inventories 44,391 7,353 - 51,744 Other current assets 6,815 2,461 - 9,276 Total current assets 58,156 10,668 - 68,824 Property, plant and equipment, net 5,867 85 - 5,952 Deferred income taxes 3,999 - (3,999 ) - Deferred financing costs, net 157 - - 157 Goodwill 128,697 - - 128,697 Investment in subsidiaries 44,674 - (44,674 ) - Note receivable 500 - (500 ) - Other intangible assets, net 8,553 - - 8,553 Master Settlement Agreement - escrow deposits 31,924 - - 31,924 Other assets 234 393 - 627 Total assets $ 282,761 $ 11,146 $ (49,173 ) $ 244,734 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 3,222 $ 334 $ - $ 3,556 Accrued expenses 9,079 848 - 9,927 Accrued interest expense 359 - - 359 First lien term loan 1,650 - - 1,650 Note payable - 500 (500 ) - Total current liabilities 14,310 1,682 (500 ) 15,492 Notes payable and long-term debt 199,488 - - 199,488 Deferred income taxes 11,059 - (3,999 ) 7,060 Postretirement benefits 4,577 - - 4,577 Pension benefits 314 - - 314 Total Liabilities 229,748 1,682 (4,499 ) 226,931 Stockholders' equity (deficit): Common stock, voting 183 - - 183 Additional paid-in capital 168,917 10,900 (74,995 ) 104,822 Advance to TPB 2,324 (2,324 ) - - Accumulated other comprehensive loss (3,143 ) - - (3,143 ) Retained earnings (accumulated deficit) (115,268 ) 888 30,321 (84,059 ) Total stockholders' equity (deficit) 53,013 9,464 (44,674 ) 17,803 Total liabilities and stockholders' equity (deficit) $ 282,761 $ 11,146 $ (49,173 ) $ 244,734 Turning Point Brands, Inc. Consolidating Statement of Operations for the three months ended September 30, 2016 (in thousands) Issuer/ Non-Restricted Consolidated Net sales $ 47,669 $ 3,290 $ 50,959 Cost of sales 23,862 2,479 26,341 Gross profit 23,807 811 24,618 Selling, general and administrative expenses 11,686 1,041 12,727 Operating income (loss) 12,121 (230 ) 11,891 Interest expense and financing costs 5,524 33 5,557 Investment income (279 ) - (279 ) Income before income taxes 6,876 (263 ) 6,613 Income tax benefit (180 ) - (180 ) Net income (loss) $ 7,056 $ (263 ) $ 6,793 Turning Point Brands, Inc. Consolidating Statement of Operations for the nine months ended September 30, 2016 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Net sales $ 142,373 $ 10,033 $ 152,406 Cost of sales 70,485 7,782 78,267 Gross profit 71,888 2,251 74,139 Selling, general and administrative expenses 37,554 3,009 40,563 Operating income (loss) 34,334 (758 ) 33,576 Interest expense and financing costs 20,845 50 20,895 Investment income (611 ) - (611 ) Loss on extinguishment of debt 2,824 - 2,824 Income (loss) before income taxes 11,276 (808 ) 10,468 Income tax expense 642 - 642 Net income (loss) $ 10,634 $ (808 ) $ 9,826 Turning Point Brands, Inc. Consolidating Statement of Cash Flows for the nine months ended September 30, 2016 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Cash flows from operating activities: Net income (loss) $ 10,634 $ (808 ) $ 9,826 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Loss on extinguishment 2,824 - 2,824 Depreciation expense 896 - 896 Amortization of deferred financing costs 1,070 - 1,070 Amortization of original issue discount 591 - 591 Interest incurred but not paid on PIK toggle notes 3,422 - 3,422 Interest incurred but not paid on 7% senior notes 329 - 329 Interest paid on PIK toggle notes (9,893 ) - (9,893 ) Deferred income taxes 47 - 47 Stock compensation expense 103 - 103 Restricted stock compensation expense 29 - 29 Member unit compensation expense - 13 13 Changes in operating assets and liabilities: Accounts receivable 644 (98 ) 546 Inventories (6,326 ) (1,079 ) (7,405 ) Other current assets (1,225 ) 2,787 1,562 Other assets (82 ) 37 (45 ) Accounts payable (816 ) 285 (531 ) Accrued pension liabilities 196 - 196 Accrued postretirement liabilities (89 ) - (89 ) Accrued expenses and other (3,719 ) (248 ) (3,967 ) Net cash provided by (used in) operating activities (1,365 ) 889 (476 ) Cash flows from investing activities: Capital expenditures (1,160 ) (85 ) (1,245 ) Note receivable (500 ) 500 - Net cash used in investing activities (1,660 ) 415 (1,245 ) Cash flows from financing activities: Proceeds from revolving credit facility, net (18 ) - (18 ) Proceeds from (payment to) parent, net 1,567 (1,567 ) - Payment of financing costs (200 ) - (200 ) Payment for first lien term loan (3,976 ) - (3,976 ) Payment for second lien term loan (20,000 ) - (20,000 ) Payment of PIK toggle notes (24,107 ) - (24,107 ) Redemption of Intrepid options - (661 ) (661 ) Redemption of Intrepid warrants (5,500 ) - (5,500 ) Warrants exercised 4 - 4 Stock options exercised 8 - 8 Proceeds from issuance of stock 55,746 - 55,746 Net cash provided by financing activities 3,524 (2,228 ) 1,296 Net increase (decrease) in cash 499 (924 ) (425 ) Cash, beginning of period 3,267 1,568 4,835 Cash, end of period $ 3,766 $ 644 $ 4,410 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 Operations for the three months ended September 30, 2015 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Net sales $ 47,883 $ 3,548 $ 51,431 Cost of sales 23,497 2,573 26,070 Gross profit 24,386 975 25,361 Selling, general and administrative expenses 10,665 1,174 11,839 Operating income (loss) 13,721 (199 ) 13,522 Interest expense and financing costs 8,627 49 8,676 Income (loss) before income taxes 5,094 (248 ) 4,846 Income tax expense 76 - 76 Net income (loss) $ 5,018 $ (248 ) $ 4,770 Turning Point Brands, Inc. Consolidating Statement of Operations for the nine months ended September 30, 2015 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Net sales $ 136,776 $ 13,740 $ 150,516 Cost of sales 68,284 9,605 77,889 Gross profit 68,492 4,135 72,627 Selling, general and administrative expenses 34,746 4,639 39,385 Operating income (loss) 33,746 (504 ) 33,242 Interest expense and financing costs 25,627 105 25,732 Income (loss) before income taxes 8,119 (609 ) 7,510 Income tax expense 734 - 734 Net income (loss) $ 7,385 $ (609 ) $ 6,776 Turning Point Brands, Inc. Consolidating Statement of Cash Flows for the nine months ended September 30, 2015 (in thousands) Issuer/ Restricted Non-Restricted Consolidated Cash flows from operating activities: Net income (loss) $ 7,385 $ (609 ) $ 6,776 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Gain on sale of fixed assets (1 ) - (1 ) Depreciation expense 784 - 784 Amortization of deferred financing costs 1,086 - 1,086 Amortization of original issue discount 785 - 785 Interest incurred but not paid on PIK toggle note 6,057 - 6,057 Interest incurred but not paid on 7% senior notes 426 - 426 Deferred income taxes (7 ) - (7 ) Stock compensation expense 129 - 129 Member unit compensation expense - 82 82 Changes in operating assets and liabilities: Accounts receivable (2,181 ) (387 ) (2,568 ) Inventories (4,132 ) 3,891 (241 ) Other current assets 149 (2,201 ) (2,052 ) Other assets (106 ) - (106 ) Accounts payable 2,442 (933 ) 1,509 Accrued pension liabilities 123 - 123 Accrued postretirement liabilities (94 ) - (94 ) Accrued expenses and other 820 (883 ) (63 ) Net cash provided by (used in) operating activities 13,665 (1,040 ) 12,625 Cash flows from investing activities: Capital expenditures (1,100 ) - (1,100 ) Proceeds from sale of fixed assets 2 - 2 Note receivable - (430 ) (430 ) Net cash used in investing activities (1,098 ) (430 ) (1,528 ) Cash flows from financing activities: Proceeds from (payments for) revolving credit facility, net (3,184 ) - (3,184 ) Proceeds from (payments for) note receivable (1,600 ) 1,600 - Proceeds from issuance of stock 1 - 1 Payments for first lien term loan (6,237 ) - (6,237 ) Prepaid equity issuance costs (305 ) - (305 ) Net cash provided by (used in) financing activities (11,325 ) 1,600 (9,725 ) Net increase in cash 1,242 130 1,372 Cash, beginning of period 8,015 452 8,467 Cash, end of period $ 9,257 $ 582 $ 9,839 |