Notes Payable and Long-Term Debt | 12. Notes Payable and Long-Term Debt: Notes payable and long-term debt at December 31 consists of the following in order of preference: 2016 2015 First Lien Term Loan $ 146,451 $ 150,555 Second Lien Term Loan 59,128 78,882 Note payable - VaporBeast 2,000 — PIK Toggle Note — 58,882 7% Senior Notes — 10,360 Total Notes Payable and Long-Term Debt 207,579 298,679 Less deferred finance charges (4,388 ) (6,257 ) Less current maturities (1,650 ) (1,650 ) $ 201,541 $ 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”). As a result of this refinancing NATC recorded $42.8 million as a loss on extinguishment of debt on its consolidated statement of operations for 2014. In February 2017 we refinanced our Credit Facility (see note 23). 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. Turning Point 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 London Interbank Offered Rate (“LIBOR”) loans bear interest at LIBOR 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 December 31, 2016 was 9.25%. 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 voluntary prepayments of $15 million during 2015. 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 loans bear interest at LIBOR 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 December 31, 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 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 > 1.50% 2.50% III < $15,000,000 1.75% 2.75% The Revolving Credit Facility matures in January 2019 and the outstanding balance at December 31, 2016 was $15.0 million and we have the ability to borrow an additional $17.4 million. The weighted average interest rate on December 31, 2016 was 5.25%. Note Payable – VaporBeast On November 30, 2016, the Company issued a note payable to VaporBeast’s shareholders (“VaporBeast Note.”) The VaporBeast Note is $2.0 million principal with 6% interest compounded monthly and matures on May 30, 2018. The VaporBeast Note may be prepaid at any time without penalty and is subject to a late payment penalty of 5% and a default rate of 13% per annum. The VaporBeast Note is subject to customary defaults, including defaults for nonpayment, nonperformance, any material breach under the purchase agreement and bankruptcy or insolvency. Credit Line with Standard General On December 8, 2015, we entered into an agreement with Standard General for a $50.0 million line of credit for the financing of acquisitions that are approved by Standard General L.P. in its sole discretion. Borrowings under the line of credit were at a floating rate equal to LIBOR plus a margin of 6.5% with a LIBOR floor of 1.0%. Turning Point Brands, Inc. is the borrower under the facility and none of TPB’s subsidiaries guarantee the facility. There were no borrowings under the line of credit and the line of credit expired on December 8, 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 the IPO of 10.43174381 to 1, the warrants were 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). As a result of this transaction the Company incurred a loss on extinguishment of debt of $2.8 million. 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 2015 and 2014. The 7% Senior Notes were 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, the Company 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”). Turning Point 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 December 31, 2016 and 2015. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. Turning Point Brands, Inc. and Subsidiaries Consolidating Balance Sheet Issuer/ Restricted Non-Restricted Eliminations Consolidated ASSETS Current assets: Cash $ 2,710 $ 155 $ — $ 2,865 Accounts receivable 2,091 90 — 2,181 Inventories 54,830 7,355 — 62,185 Other current assets 8,874 2,751 — 11,625 Total current assets 68,505 10,351 — 78,856 Property, plant and equipment, net 7,365 225 — 7,590 Deferred income taxes 6,288 — — 6,288 Deferred financing costs, net 139 — — 139 Goodwill 134,390 — — 134,390 Investment in subsidiaries 50,537 — (50,537 ) — Other intangible assets, net 27,138 — — 27,138 Master Settlement Agreement - escrow deposits 30,410 — — 30,410 Other assets 209 — — 209 Total assets $ 324,981 $ 10,576 $ (50,537 ) $ 285,020 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 8,961 $ 192 $ — $ 9,153 Accrued liabilities 14,336 1,000 — 15,336 Accrued interest expense 394 — — 394 First lien term loan 1,650 — — 1,650 Revolving credit facility 15,034 — — 15,034 Total current liabilities 40,375 1,192 — 41,567 Notes payable and long-term debt 201,541 — — 201,541 Postretirement benefits 4,407 — — 4,407 Pension benefits 423 — — 423 Other long-term liabilities 3,024 — — 3,024 Total Liabilities 249,770 1,192 — 250,962 Stockholders' equity (deficit): Common stock, voting 184 — — 184 Additional paid-in capital 168,990 10,900 (74,995 ) 104,895 Advance to TPB 2,224 (2,224 ) — — Accumulated other comprehensive loss (4,049 ) — — (4,049 ) Retained earnings (accumulated deficit) (92,138 ) 708 24,458 (66,972 ) Total stockholders' equity (deficit) 75,211 9,384 (50,537 ) 34,058 Total liabilities and stockholders' equity (deficit) $ 324,981 $ 10,576 $ (50,537 ) $ 285,020 Turning Point Brands, Inc. and Subsidiaries Consolidating Statement of Operations Issuer/ Restricted Non-Restricted Consolidated Net sales $ 193,219 $ 13,009 $ 206,228 Cost of sales 95,885 9,987 105,872 Gross profit 97,334 3,022 100,356 Selling, general and administrative expenses 52,818 3,953 56,771 Operating income (loss) 44,516 (931 ) 43,585 Interest expense and financing costs 26,564 57 26,621 Investment income (768 ) — (768 ) Loss on extinguishment of debt 2,824 — 2,824 Income (loss) before income taxes 15,896 (988 ) 14,908 Income tax benefit (12,005 ) — (12,005 ) Net income (loss) $ 27,901 $ (988 ) $ 26,913 Turning Point Brands, Inc. and Subsidiaries Consolidating Statement of Cash Flows Issuer/ Restricted Non-Restricted Consolidated Cash flows from operating activities: Net income (loss) $ 27,901 $ (988 ) $ 26,913 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Loss on extinguishment of debt 2,824 — 2,824 Depreciation expense 1,227 — 1,227 Amortization of deferred financing costs 1,419 — 1,419 Amortization of original issue discount 724 — 724 Amortization of other intangible assets 58 — 58 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 ) Reserve of note receivable — 430 430 Deferred income taxes (12,719 ) — (12,719 ) Stock option compensation expense 117 — 117 Restricted stock compensation expense 50 — 50 Member unit compensation expense — 13 13 Changes in operating assets and liabilities: Accounts receivable 2,050 22 2,072 Inventories (11,432 ) (1,081 ) (12,513 ) Other current assets (1,136 ) 2,497 1,361 Other assets (100 ) — (100 ) Accounts payable 3,488 143 3,631 Accrued pension liabilities 262 — 262 Accrued postretirement liabilities (172 ) — (172 ) Accrued expenses and other (230 ) (97 ) (327 ) Net cash provided by operating activities 8,189 939 9,128 Cash flows from investing activities: Capital expenditures (2,982 ) (225 ) (3,207 ) Acquisitions (23,625 ) — (23,625 ) Net cash used in investing activities (26,607 ) (225 ) (26,832 ) Cash flows from financing activities: Proceeds from revolving credit facility, net 15,016 — 15,016 Payments for first lien term loan (4,388 ) — (4,388 ) Payment of second lien term loan (20,000 ) — (20,000 ) Payment of PIK Toggle Notes (24,107 ) — (24,107 ) Receivable from TPBI 1,466 (1,466 ) — Payment for financing costs (450 ) — (450 ) Redemption of Intrepid options — (661 ) (661 ) Redemption of Intrepid warrants (5,500 ) — (5,500 ) Warrants exercised 4 — 4 Exercise of options 169 — 169 Redemption of options (85 ) — (85 ) Proceeds from issuance of stock 55,736 — 55,736 Net cash provided by (used in) financing activities 17,861 (2,127 ) 15,734 Net decrease in cash (557 ) (1,413 ) (1,970 ) Cash, beginning of period 3,267 1,568 4,835 Cash, end of period $ 2,710 $ 155 $ 2,865 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 34,553 $ — $ 34,553 Cash paid during the period for income taxes, net $ 623 $ — $ 623 Supplemental schedule of noncash financing activities: Issuance of restricted stock $ 279 $ — $ 279 Conversion of PIK Toggle Notes to equity $ 29,014 $ — $ — Conversion of 7% Senior Notes to equity $ 10,074 $ — $ — Turning Point Brands, Inc. and Subsidiaries Consolidating Balance Sheet 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. and Subsidiaries Consolidating Statement of Operations Issuer/ Restricted Non-Restricted Consolidated Net sales $ 180,191 $ 17,065 $ 197,256 Cost of sales 88,828 12,132 100,960 Gross profit 91,363 4,933 96,296 Selling, general and administrative expenses 46,231 5,554 51,785 Operating income (loss) 45,132 (621 ) 44,511 Interest expense and financing costs 34,179 105 34,284 Income (loss) before income taxes 10,953 (726 ) 10,227 Income tax expense 1,078 — 1,078 Net income (loss) $ 9,875 $ (726 ) $ 9,149 Turning Point Brands, Inc. and Subsidiaries Consolidating Statement of Cash Flows Issuer/ Restricted Non-Restricted Consolidated Cash flows from operating activities: Net income (loss) $ 9,875 $ (726 ) $ 9,149 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Gain on sale of property, plant and equipment (2 ) — (2 ) Depreciation expense 1,059 — 1,059 Amortization of deferred financing costs 1,448 — 1,448 Amortization of original issue discount 1,048 — 1,048 Interest incurred but not paid on PIK toggle notes 8,229 — 8,229 Interest incurred but not paid on 7% senior notes 851 — 851 Deferred income taxes 51 — 51 Stock compensation expense 143 — 143 Member unit compensation expense — 91 91 Changes in operating assets and liabilities: Accounts receivable (1,295 ) (112 ) (1,407 ) Inventories (1,450 ) 3,482 2,032 Other current assets (328 ) 377 49 Other assets (118 ) — (118 ) Accounts payable 2,778 (994 ) 1,784 Accrued pension liabilities 163 — 163 Accrued postretirement liabilities (179 ) — (179 ) Accrued expenses and other 596 (557 ) 39 Net cash provided by operating activities 22,869 1,561 24,430 Cash flows from investing activities: Capital expenditures (1,602 ) — (1,602 ) Proceeds from sale of property, plant and equipment 2 — 2 Issuance of note receivable — (430 ) (430 ) Net cash used in investing activities (1,600 ) (430 ) (2,030 ) Cash flows from financing activities: Proceeds from (payments of) revolving credit facility, net (7,335 ) — (7,335 ) Prepaid equity issuance costs (2,049 ) — (2,049 ) Payments for first lien term loan (16,649 ) — (16,649 ) Exercise of options 16 (15 ) 1 Net cash used in financing activities (26,017 ) (15 ) (26,032 ) Net increase (decrease) in cash (4,748 ) 1,116 (3,632 ) Cash, beginning of period 8,015 452 8,467 Cash, end of period $ 3,267 $ 1,568 $ 4,835 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 23,030 $ 127 $ 23,157 Cash paid during the period for income taxes, net $ 1,027 $ — $ 1,027 Supplemental schedule of noncash financing activities: Accrued expenses incurred for prepaid equity issuance costs $ 1,129 $ — $ 1,129 |