Additional Information with Respect to Unrestricted Subsidiaries | Note 17. Additional Information with Respect to Unrestricted Subsidiaries Under the terms of the Indenture and Senior Secured Notes, the Company has designated its subsidiaries, South Beach Brands LLC, TPB Beast LLC and Intrepid Brands, LLC as an “Unrestricted Subsidiaries”. South Beach Brands LLC is a holding company under which our vape business TPB Beast LLC operating as Creative Distribution Solutions sits. The Company is required under the terms of the Indenture and the Senior Secured Notes to present additional information that reflects the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries as of and for the periods presented. This additional information is below. Income Statement for the Three Months Ended March 31, 2023 (unaudited): Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Net sales $ 75,549 $ 25,407 $ 100,956 Cost of sales 33,694 18,645 52,339 Gross profit 41,855 6,762 48,617 Selling, general, and administrative expenses 24,274 6,501 30,775 Operating income 17,581 261 17,842 Interest expense, net 4,010 - 4,010 Investment loss 4,799 - 4,799 Gain on extinguishment of debt (777 ) - (777 ) Income before income taxes 9,549 261 9,810 Income tax expense 2,402 66 2,468 Consolidated net income 7,147 195 7,342 Net loss attributable to non-controlling interest (255 ) - (255 ) Net income attributable to Turning Point Brands, Inc. $ 7,402 $ 195 $ 7,597 Balance Sheet as of March 31, 2023 (unaudited): ASSETS Company and Restricted Subsidiaries Unrestricted Subsidiaries Eliminations Consolidated Current assets: Cash $ 103,257 $ 1,544 - $ 104,801 Accounts receivable, net 7,888 696 - 8,584 Inventories 103,166 10,572 - 113,738 Other current assets 16,210 3,751 - 19,961 Total current assets 230,521 16,563 - 247,084 Property, plant, and equipment, net 23,937 427 - 24,364 Deferred income taxes 8,069 - - 8,069 Right of use assets 11,636 86 - 11,722 Deferred financing costs, net 256 - - 256 Goodwill 136,253 - - 136,253 Other intangible assets, net 66,944 15,877 - 82,821 Master Settlement Agreement (MSA) escrow deposits 28,710 - - 28,710 Other assets 20,617 30 - 20,647 Investment in unrestricted subsidiaries 52,238 - (52,238 ) - Total assets $ 579,181 $ 32,983 (52,238 ) $ 559,926 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 9,258 $ 1,132 - $ 10,390 Accrued liabilities 23,407 2,525 - 25,932 Other current liabilities 20 - - 20 Total current liabilities 32,685 3,657 - 36,342 Notes payable and long-term debt 393,578 - - 393,578 Lease liabilities 10,072 - - 10,072 Total liabilities 436,335 3,657 - 439,992 Commitments and contingencies Stockholders’ equity: Total Turning Point Brands Inc. Stockholders’ Equity/Net parent investment in unrestricted subsidiaries 141,394 29,326 (52,238 ) 118,482 Non-controlling interest 1,452 - - 1,452 Total stockholders’ equity 142,846 29,326 (52,238 ) 119,934 Total liabilities and stockholders’ equity $ 579,181 $ 32,983 (52,238 ) $ 559,926 Income Statement for the Three Months Ended March 31, 2022 (unaudited): Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Net sales $ 77,375 $ 23,519 $ 100,894 Cost of sales 33,346 15,754 49,100 Gross profit 44,029 7,765 51,794 Selling, general, and administrative expenses 25,478 7,087 32,565 Operating income 18,551 678 19,229 Interest expense, net 5,196 - 5,196 Investment loss (78 ) - (78 ) Income before income taxes 13,433 678 14,111 Income tax expense 3,180 160 3,340 Consolidated net income 10,253 518 10,771 Net loss attributable to non-controlling interest (227 ) - (227 ) Net income attributable to Turning Point Brands, Inc. $ 10,480 $ 518 $ 10,998 Balance Sheet as of December 31, 2022: ASSETS Company and Restricted Subsidiaries Unrestricted Subsidiaries Eliminations Consolidated Current assets: Cash $ 103,990 $ 2,413 - $ 106,403 Accounts receivable, net 7,374 1,003 - 8,377 Inventories 104,883 15,032 - 119,915 Other current assets 18,828 4,131 - 22,959 Total current assets 235,075 22,579 - 257,654 Property, plant, and equipment, net 22,261 527 - 22,788 Deferred income taxes 8,443 - - 8,443 Right of use assets 12,328 137 - 12,465 Deferred financing costs, net 282 - - 282 Goodwill 136,253 - - 136,253 Other intangible assets, net 67,241 16,351 - 83,592 Master Settlement Agreement (MSA) escrow deposits 27,980 - - 27,980 Other assets 22,619 30 - 22,649 Investment in unrestricted subsidiaries 60,120 - (60,120 ) - Total assets $ 592,602 $ 39,624 (60,120 ) $ 572,106 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,628 $ 727 - $ 8,355 Accrued liabilities 31,118 1,883 - 33,001 Other current liabilities 20 - - 20 Total current liabilities 38,766 2,610 - 41,376 Notes payable and long-term debt 406,757 - - 406,757 Lease liabilities 10,593 - - 10,593 Total liabilities 456,116 2,610 - 458,726 Commitments and contingencies Stockholders’ equity: Total Turning Point Brands Inc. Stockholders’ Equity/Net parent investment in unrestricted subsidiaries 134,751 37,014 (60,120 ) 111,645 Non-controlling interest 1,735 - - 1,735 Total stockholders’ equity 136,486 37,014 (60,120 ) 113,380 Total liabilities and stockholders’ equity $ 592,602 $ 39,624 (60,120 ) $ 572,106 |