Additional Information with Respect to Unrestricted Subsidiary | Note 17. Additional Information with Respect to Unrestricted Subsidiary Under the terms of the Senior Secured Notes Indenture and Senior Secured Notes, the Company has designated its subsidiaries, South Beach Brands LLC, TPB Beast LLC and Intrepid Brands, LLC as “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 Senior Secured Notes 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, 2024 and 2023 (unaudited): Three Months Ended March 31 2024 2023 Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Company and Restricted Subsidiaries Unrestricted Subsidiaries Consolidated Net sales $ 83,064 $ 13,994 $ 97,058 $ 75,549 $ 25,407 $ 100,956 Cost of sales 34,711 10,435 45,146 33,694 18,645 52,339 Gross profit 48,353 3,559 51,912 41,855 6,762 48,617 Selling, general, and administrative expenses 29,084 3,562 32,646 24,274 6,501 30,775 Operating income (loss) 19,269 (3 ) 19,266 17,581 261 17,842 Interest expense, net 3,479 – 3,479 4,010 – 4,010 Investment (gain) loss (119 ) – (119 ) 4,799 – 4,799 Gain on extinguishment of debt – – – (777 ) – (777 ) Income (loss) before income taxes 15,909 (3 ) 15,906 9,549 261 9,810 Income tax expense (benefit) 3,728 (1 ) 3,727 2,402 66 2,468 Consolidated net income (loss) 12,181 (2 ) 12,179 7,147 195 7,342 Net income (loss) attributable to non-controlling interest 169 – 169 (255 ) – (255 ) Net income (loss) attributable to Turning Point Brands, Inc. $ 12,012 $ (2 ) $ 12,010 $ 7,402 $ 195 $ 7,597 Balance Sheet as of March 31, 2024 (unaudited): ASSETS Company and Restricted Subsidiaries Unrestricted Subsidiaries Eliminations Consolidated Current assets: Cash $ 126,066 $ 4,837 $ – $ 130,903 Accounts receivable, net 8,198 – – 8,198 Inventories, net 99,381 6,086 – 105,467 Other current assets 32,836 1,601 – 34,437 Total current assets 266,481 12,524 – 279,005 Property, plant, and equipment, net 24,705 85 – 24,790 Deferred income taxes 1,426 – – 1,426 Right of use assets 10,764 104 – 10,868 Deferred financing costs, net 2,305 – – 2,305 Goodwill 136,365 – – 136,365 Other intangible assets, net 66,199 13,978 – 80,177 Master Settlement Agreement (MSA) escrow deposits 28,427 – – 28,427 Other assets 22,453 500 – 22,953 Investment in unrestricted subsidiaries 62,732 – (62,732 ) – Total assets $ 621,857 $ 27,191 $ (62,732 ) $ 586,316 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 18,596 $ 338 $ – $ 18,934 Accrued liabilities 29,618 1,356 – 30,974 Current portion of long-term debt 59,397 – – 59,397 Total current liabilities 107,611 1,694 – 109,305 Notes payable and long-term debt 306,496 – – 306,496 Lease liabilities 9,327 33 – 9,360 Total liabilities 423,434 1,727 – 425,161 Commitments and contingencies Stockholders’ equity: Total Turning Point Brands, Inc. Stockholders’ Equity/Net parent investment in unrestricted subsidiaries 197,232 25,464 (62,732 ) 159,964 Non-controlling interest 1,191 – – 1,191 Total stockholders’ equity 198,423 25,464 (62,732 ) 161,155 Total liabilities and stockholders’ equity $ 621,857 $ 27,191 $ (62,732 ) $ 586,316 Balance Sheet as of December 31, 2023: ASSETS Company and Restricted Subsidiaries Unrestricted Subsidiaries Eliminations Consolidated Current assets: Cash $ 116,725 $ 1,161 $ – $ 117,886 Accounts receivable, net 9,989 – – 9,989 Inventories, net 91,679 7,281 – 98,960 Other current assets 36,937 3,844 – 40,781 Total current assets 255,330 12,286 – 267,616 Property, plant, and equipment, net 25,142 158 – 25,300 Deferred income taxes 1,468 – – 1,468 Right of use assets 11,359 121 – 11,480 Deferred financing costs, net 2,450 – – 2,450 Goodwill 136,250 – – 136,250 Other intangible assets, net 66,490 14,452 – 80,942 Master Settlement Agreement (MSA) escrow deposits 28,684 – – 28,684 Other assets 15,166 – – 15,166 Investment in unrestricted subsidiaries 48,229 – (48,229 ) – Total assets $ 590,568 $ 27,017 $ (48,229 ) $ 569,356 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,781 $ 626 $ – $ 8,407 Accrued liabilities 32,052 1,583 – 33,635 Current portion of long-term debt 58,294 – – 58,294 Total current liabilities 98,127 2,209 – 100,336 Notes payable and long-term debt 307,064 – – 307,064 Lease liabilities 9,898 52 – 9,950 Total liabilities 415,089 2,261 – 417,350 Commitments and contingencies Stockholders’ equity: Total Turning Point Brands, Inc. Stockholders’ Equity/Net parent investment in unrestricted subsidiaries 174,449 24,756 (48,229 ) 150,976 Non-controlling interest 1,030 – – 1,030 Total stockholders’ equity 175,479 24,756 (48,229 ) 152,006 Total liabilities and stockholders’ equity $ 590,568 $ 27,017 $ (48,229 ) $ 569,356 |