UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the quarterly period ended September 30, 2021March 31, 2022
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to _________________

 

Commission File No.: 001-38182

 

A picture containing text, sign, tableware, outdoor

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Description automatically generated

 

EASTSIDE DISTILLING, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 20-3937596

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

89112321 NE Marx DrArgyle Street, Suite A2Unit D

Portland, Oregon 9722097211

(Address of principal executive offices)

 

Issuer’s telephone number: (971) 888-4264

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.0001 par value EAST The Nasdaq Stock Market LLC
(Title of Each Class) (Trading Symbol) (Name of Each Exchange on Which Registered)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filerSmaller reporting company
Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of November 15, 2021,May 16, 2022, 15,525,81115,285,824 shares of our common stock, $0.0001 par value, were outstanding.

 

 

 

EASTSIDE DISTILLING, INC.

 

FORM 10-Q

 

September 30, 2021March 31, 2022

 

TABLE OF CONTENTS

 

  Page
PART I— FINANCIAL INFORMATION3
   
Item 1.Financial Statements3
 Consolidated Balance Sheets as of September 30, 2021March 31, 2022 and December 31, 202020213
 Consolidated Statements of Operations for the Three and Nine Months Ended September 30,March 31, 2022 and 2021 and 20204
 Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2022 and 2021 and 20205
 Notes to the Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk3034
Item 4Controls and Procedures3034
   
PART II— OTHER INFORMATION3035
   
Item 1Legal Proceedings3035
Item 1ARisk Factors3135
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3135
Item 3.Defaults Upon Senior Securities3135
Item 4.Mine Safety Disclosures3135
Item 5.Other Information3135
Item 6.Exhibits3135
   
SIGNATURES3236

 

2

PART I: FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

Eastside Distilling, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2021March 31, 2022 and December 31, 20202021

(Dollars in thousands, except shares and per share amounts)

 

 September 30, 2021 December 31, 2020  March 31, 2022  December 31, 2021 
 Unaudited     (Unaudited)    
Assets                
Current assets:                
Cash $2,770  $836  $2,606  $3,276 
Trade receivables, net  1,338   694   1,255   1,446 
Inventories  6,058   6,728   6,085   6,510 
Prepaid expenses and current assets  1,897   750   5,070   2,873 
Current assets held for sale  -   3,833 
Total current assets  12,063   12,841   15,016   14,105 
Property and equipment, net  2,455   3,109   2,151   2,163 
Right-of-use assets  881   1,270   3,302   3,211 
Intangible assets, net  13,728   14,038   13,521   13,624 
Other assets, net  239   285   424   457 
Non-current assets held for sale  74   189 
Total Assets $29,440  $31,732  $34,414  $33,560 
                
Liabilities and Stockholders’ Equity (Deficit)        
Liabilities and Stockholders’ Equity        
Current liabilities:                
Accounts payable $1,399  $1,864  $2,367 $1,265 
Accrued liabilities  922   1,452   1,037   833 
Deferred revenue  -   23 
Current portion of secured credit facilities, net of debt issuance costs  2,977   6,405   4,992   5,725 
Deferred consideration for Azuñia acquisition  -   15,452 
Other current liabilities, related party  -   700 
Note payable, related party, net of debt issuance costs  1,075   - 
Current portion of notes payable  918   3,830   744   894 
Current portion of lease liabilities  332   515   964   781 
Current liabilities held for sale  20   18 
Total current liabilities  6,568   30,259   11,179   9,498 
Lease liabilities, net of current portion  583   817   2,524   2,498 
Secured credit facilities, net of debt issuance costs  2,722   - 
Notes payable, related parties  6,963   - 
Note payable, related party  92   92 
Notes payable, net of current portion  1,256   1,693   8,018   8,073 
Non-current liabilities held for sale  46   71 
Total liabilities  18,138   32,840   21,813   20,161 
                
Commitments and contingencies (Note 13)  -      
Commitments and contingencies (Note 14)        
                
Stockholders’ equity (deficit):        
Common stock, $0.0001 par value; 35,000,000 and 15,000,000 shares authorized; 14,087,028 and 10,382,015 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively  1   1 
Stockholders’ equity:        
Common stock, $0.0001 par value; 35,000,000 shares authorized; 15,085,824 and 14,791,449 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively  2   1 
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; 2,500,000 issued and outstanding as of both March 31, 2022 and December 31, 2021  -   - 
Additional paid-in capital  67,653   52,985   73,278   72,003 
Accumulated deficit  (56,352)  (54,094)  (60,679)  (58,605)
Total Stockholders’ Equity (Deficit)  11,302   (1,108)
Total Liabilities and Stockholders’ Equity (Deficit) $29,440  $31,732 
Total stockholders’ equity  12,601   13,399 
Total Liabilities and Stockholders’ Equity $34,414  $33,560 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

Eastside Distilling, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30,March 31, 2022 and 2021 and 2020

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

 

         
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
 2021 2020 2021 2020  2022  2021 
              
Sales $3,277  $4,275  $10,138  $11,242  $3,780  $3,243 
Less customer programs and excise taxes  114   257   525   673   40   95 
Net sales  3,163   4,018   9,613   10,569   3,740   3,148 
Cost of sales  2,017   2,614   6,575   7,019   2,793   2,605 
Gross profit  1,146   1,404   3,038   3,550   947   543 
Operating expenses:                        
Sales and marketing expenses  489   806   1,900   3,289   647   857 
General and administrative expenses  1,801   2,346   5,913   6,789   1,930   1,924 
(Gain) loss on disposal of property and equipment  360   (112)  421   (131)
Loss on disposal of property and equipment  -   61 
Total operating expenses  2,650   3,040   8,234   9,947   2,577   2,842 
Loss from operations  (1,504)  (1,636)  (5,196)  (6,397)  (1,630)  (2,299)
Other income (expense), net                        
Interest expense  (414)  (252)  (885)  (875)  (406)  (126)
Other income  25   37   2,242   37   -   2,200 
Total other income (expense), net  (389)  (215)  1,357   (838)  (406)  2,074 
Loss before income taxes  (1,893)  (1,851)  (3,839)  (7,235)  (2,036)  (225)
Provision for income taxes  -   -   -   -   -   - 
Net loss from continuing operations  (1,893)  (1,851)  (3,839)  (7,235)  (2,036)  (225)
Net income (loss) from discontinued operations  (17)  84   3,869   (227)
Net income from discontinued operations  -   3,933 
Net income (loss)  

(1,910

)  (1,767)  30   (7,462)  (2,036)  3,708 
Deemed dividend-warrant price protection-revaluation adjustment  (2,288)  -   (2,288)  - 
Net loss attributable to common shareholders $(4,198) $(1,767) $(2,258) $(7,462)
Preferred stock dividends  (38)  - 
Net income (loss) attributable to common shareholders $(2,074) $3,708 
                        
Basic net loss per common share $

(0.32

) $(0.17) $(0.19) $(0.75)
Basic net income (loss) per common share $(0.14) $0.33 
Diluted net income (loss) per common share $(0.14) $0.31 
        
Basic weighted average common shares outstanding  13,055   10,104   12,145   9,947   14,901   11,089 
Diluted weighted average common shares outstanding  14,901   11,981 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

Eastside Distilling, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the NineThree Months Ended September 30,March 31, 2022 and 2021 and 2020

(Dollars in thousands)

(Unaudited)

        
 2021 2020  2022  2021 
Cash Flows From Operating Activities:                
Net income (loss) $

30

  $(7,462) $(2,036) $3,708 
Net (income) loss from discontinued operations  (3,869)  227 
Adjustments to reconcile net income (loss) to net cash used in operating activities        
Net (income) from discontinued operations  -   (3,933)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities        
Depreciation and amortization  903   1,858   263   300 
Bad debt expense  1   69   43   (20)
Forgiveness of debt - Paycheck Protection Program  (1,448)  - 
(Gain) loss on disposal of assets  421   (131)
Forgiveness of debt - Paycheck Protection Program (“PPP”)  -   (1,448)
Loss on disposal of assets  -   61 
Inventory allowance  -   250   (32)  - 
Remeasurement of deferred consideration  (750)  -   -   (750)
Stock dividend payable  (38)    
Amortization of debt issuance costs  222   226   180   - 
Interest accrued to secured credit facilities  91   -   50   - 
Issuance of common stock in exchange for services for related parties  131   468   207   - 
Issuance of common stock in exchange for services for third parties  263   234   119   78 
Stock-based compensation  25   243   2   19 
Changes in operating assets and liabilities:                
Trade receivables, net  (644)  (57)  148   (285)
Inventories  669   1,756   457   573 
Prepaid expenses and other assets  (1,565)  88   (924)  (65)
Right-of-use assets  362   370   229  122 
Accounts payable  (467)  (1,376)  1,102   (399)
Accrued liabilities  (531)  835   205   (347)
Other liabilities, related party  (700)  250 
Other liability, related party  -   (700)
Deferred revenue  (23)  316   -   - 
Net lease liabilities  (390)  (427)  (111)  (128)
Net cash used in operating activities  (7,269)  (2,263)  (136)  (3,214)
Net cash provided by (used in) operating activities of discontinued operations  4,617   (592)
Net cash used in operating activities  (2,652)  (2,855)
Net cash provided by operating activities of discontinued operations  -   4,614 
Net cash (used in) provided by operating activities  (136)  1,400 
Cash Flows From Investing Activities:                
Proceeds from sale of fixed assets  110   621   -   89 
Purchases of property and equipment  (189)  (414)  (1,389)  (15)
Net cash provided by (used in) investing activities of continuing operations  (79)  207 
Net cash (used in) provided by investing activities of continuing operations  (1,389)  74 
Net cash provided by investing activities of discontinued operations  3,362   28   -   3,345 
Net cash provided by investing activities  3,283   235 
Net cash (used in) provided by investing activities  (1,389)  3,419 
Cash Flows From Financing Activities:                
Issuance of common stock from warrant exercise for cash, net of expenses  2,375   - 
Proceeds from issuance of common stock  2,009   - 
Proceeds from secured credit facilities  3,300   6,337 
Proceeds from notes payable  -   1,538 
Proceeds from note payable, related party  2,000   - 
Payments of principal on secured credit facilities  (3,601)  -   (940)  (3,438)
Payments of principal on notes payable  (2,780)  (4,639)  (205)  (203)
Net cash provided by financing activities of continuing operations  1,303   3,236 
Net cash provided by financing activities  1,303   3,236 
Net increase in cash  1,934   616 
Net cash provided by (used in) financing activities  855   (3,641)
Net increase (decrease) in cash  (670)  1,178 
Cash at the beginning of the period  836   343   3,276   836 
Cash at the end of the period $2,770  $959  $2,606  $2,014 
                
Supplemental Disclosure of Cash Flow Information                
Cash paid during the period for interest $654  $636  $215  $69 
Cash paid for amounts included in measurement of lease liabilities $540  $519  $177  $170 
                
Supplemental Disclosure of Non-Cash Financing Activity                
Issuance of common stock pursuant to Azuñia earn-out $6,860  $-  $-  $5,618 
Issuance of notes payable pursuant to Azuñia final earn-out $7,842  $- 
Warrants issued in relation to secured credit facilities $717  $98  $948  $- 
Deemed dividend - warrant price protection-revaluation adjustment $2,288  $- 
Right-of-use assets obtained in exchange for lease obligations $-  $1,153  $320  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021March 31, 2022

(Unaudited)

 

1. Description of Business

 

Eastside Distilling (the “Company” or “Eastside Distilling”) was incorporated under the laws of Nevada in 2004 under the name of Eurocan Holdings, Ltd. In December 2014, the Company changed its corporate name to Eastside Distilling, Inc. to reflect the acquisition of Eastside Distilling, LLC. The Company manufactures, acquires, blends, bottles, imports, exports, markets and sells a wide variety of alcoholic beverages under recognized brands. The Company currently employs 7071 people in the United States.

 

The Company’s spirits’ brands span several alcoholic beverage categories, including whiskey, vodka, gin, rum, tequila and Ready-to-Drink (“RTD”).tequila. The Company sells products on a wholesale basis to distributors in open states and brokers in control states, and until March 2020, operated four retail tasting rooms in Portland, Oregon to market our brands directly to consumers. states.

The Company operates a mobile craft canning and bottling business (“Craft Canning”C+B”) that primarily services the craft beer and craft cider industries. Craft CanningC+B operates 1416 mobile filling lines in Seattle, Washington; Spokane, Washington; Portland, Oregon; and Denver.Denver, Colorado. During 2022, the Company made substantial investments in Craft C+B to expand its product offerings to include digital can printing activities in the Pacific Northwest.

 

2. Liquidity

 

The Company’s primary capital requirements are for cash used in operating activities and the repayment of debt. Funds for the Company’s cash and liquidity needs have historically not been generated from operations but rather from short-term credit in the form of extended payment terms from suppliersloans as well as from convertible debt and equity financings. The Company has been dependent on raising capital from debt and equity financings to meet the Company’s operating needs.

 

The Company had an accumulated deficit of $60.7 million as of March 31, 2022, including a net loss of $2.0million incurred during the three months ended March 31, 2022, which led to a reduction of $0.8 million in working capital. As of September 30, 2021,March 31, 2022, the Company had $2.82.6 million of cash on hand with working capital of $5.53.8 million. The Company’s working capital has increased $22.9 million from December 31, 2020 as cash and prepaid balances have increased and it has repaid or refinanced current debt since year-end. The Company’s ability to meet its ongoing operating cash needs over the next 12 months depends on growing revenues and gross margins, and generating positive operating cash flow primarily through increased sales, improved profit growth, and controlling expenses. If the Company is unable to obtain additional financing, or additional financing is not available on acceptable terms, the Company may seek to sell assets, reduce operating expenses, reduce or eliminate marketing initiatives, and take other measures that could impair its ability to be successful.

Although the Company’s audited financial statements for the year ended December 31, 2021 were prepared under the assumption that it would continue operations as a going concern, the report of its independent registered public accounting firm that accompanied the financial statements for the year ended December 31, 2021 contained a going concern explanatory paragraph in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on the financial statements at that time. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in it.

 

3. Summary of Significant Accounting Policies

 

Basis of Presentation and Consolidation

 

The accompanying unaudited consolidated financial statements for Eastside Distilling, Inc. and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been condensed or eliminated as permitted under the SEC’s rules and regulations. In management’s opinion, the unaudited consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2021,March 31, 2022, its operating results for the three and nine months ended September 30,March 31, 2022 and 2021 and 2020 and its cash flows for the ninethree months ended September 30, 2021March 31, 2022 and 2020.2021. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. Interim results are not necessarily indicative of the results that may be expected for an entire fiscal year). The consolidated financial statements include the accounts of Eastside Distilling, Inc.’s wholly-owned subsidiaries, including, MotherLode LLC, Redneck Riviera Whiskey Co., LLC (a discontinued operation), and Craft Canning + Bottling, LLC and the Azuñia tequila assets. All intercompany balances and transactions have been eliminated on consolidation.

6

 

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021March 31, 2022

(Unaudited)

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

 

Net sales include product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales.

 

Customer Programs

 

Customer programs, which include customer promotional discount programs, customer incentives, and broker commissions, are a common practice in the alcoholic beverage industry. The Company makes these payments to customers and incurs these costsreimburses wholesalers for an agreed amount to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to net sales or as sales and marketing expenses in accordance with ASC 606 - Revenue from Contracts with Customers based on the nature of the expenditure.. Amounts paid to customersin customer programs totaled $0.43,812 million and $0.570,237 million for the ninethree months ended September 30,March 31, 2022 and 2021, and 2020, respectively.

 

Excise Taxes

 

The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcoholic beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $0.140,062 and $0.224,763 million for the ninethree months ended September 30,March 31, 2022 and 2021, and 2020, respectively.

 

Cost of Sales

 

Cost of sales consists of theall direct costs of ingredients utilized in the production ofrelated to both spirits manufacturingand canning for service, labor, and overhead, warehousing rent, packaging, and in-bound freight charges. Ingredients account for the largest portion of the cost of sales, followed by packaging and production costs.

 

Sales and Marketing Expenses

 

The following expenses are included in salesSales and marketing expenses in the accompanying consolidated statementsconsist of operations:sponsorships, agency fees, social media, advertising costs, promotional costs of value-added packaging, salary and benefit expenses, travel and entertainment expenses for the sales, brand and sales support workforce and promotional activity expenses. Sales and marketing costs are expensed as incurred.

7

Eastside Distilling, Inc. Advertising and Subsidiaries

Notes to Consolidated Financial Statements

September 30,marketing expenses totaled $0.2 million and $0.3 million for the three months ended March 31, 2022 and 2021,

(Unaudited) respectively.

General and Administrative Expenses

 

The following expenses are included in general

General and administrative expenses in the accompanying consolidated statementsconsist of operations: salary and benefit expenses, travel and entertainment expenses for executive and administrative staff, rent and utilities, professional fees, insurance, and amortization and depreciation expense. General and administrative costs are expensed as incurred.

7

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

Stock-Based Compensation

 

The Company recognizes as compensation expense all stock-based awards issued to employees. The compensation cost is measured based on the grant-date fair value of the related stock-based awards and is recognized over the service period of stock-based awards, which is generally the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which estimates the fair value of each award on the date of grant based on a variety of assumptions including expected stock price volatility, expected terms of the awards, risk-free interest rate, and dividend rates, if applicable. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments at the end of each reporting period and as the underlying stock-based awards vest. Stock-based compensation was $0 million and $0.9 million for the nine months ended September 30, 2021 and 2020, respectively.

 

Cash and Cash Equivalents

Cash equivalents are considered to be highly liquid investments with maturities of three months or less at the time of the purchase. The Company had 0 cash equivalents as of September 30, 2021 and December 31, 2020.

Concentrations

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. As of September 30, 2021,March 31, 2022, two wholesale customersdistributors represented 2718% of trade receivables. As of December 31, 2020, one2021, four wholesale customercustomers represented 1442% of trade receivables. Sales to two wholesale customersone distributor accounted for 2425% of consolidated sales for the periodthree months ended September 30, 2021.March 31, 2022. Sales to one wholesale customer accounted for 18% of consolidated sales for the yearthree months ended DecemberMarch 31, 2020.2021.

 

Fair Value Measurements

 

GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. As of September 30, 2021March 31, 2022 and December 31, 2020,2021, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by GAAP.

 

The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows:

 

 Level 1:Fair value of the asset or liability is determined using cash or unadjusted quoted prices in active markets for identical assets or liabilities.
   
 Level 2:Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
   
 Level 3:Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability.

 

8

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

None of the Company’s assets or liabilities were measured at fair value as of September 30, 2021March 31, 2022 or December 31, 2020.2021. However, GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of trade receivables, accounts payable, accrued liabilities, notes payable, and the secured credit facilities. The estimated fair value of trade receivables, accounts payable, and accrued liabilities approximate their carrying value due to the short period of time to their maturities. As of September 30, 2021March 31, 2022 and December 31, 2020,2021, the Company’s notes approximate fair value.

 

8

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

Items Measured at Fair Value on a Nonrecurring Basis

 

Certain assets and liabilities acquired in a business acquisition are valued at fair value at the date of acquisition.acquisition due to having indefinite lives. The Company, on an annual basis, tests the indefinite life assets for impairment. If an indefinite life asset is found to be impaired, then the Company will estimate its useful life and amortize the asset over the remainder of its useful life.

 

Inventories

 

Inventories primarily consist of bulk and bottled liquor and merchandiseraw materials and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO)(“FIFO”) method. A portion of the Company’s finished goods inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory.

 

Property and Equipment

 

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the life of the lease or the useful lives of the assets, whichever is shorter. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred.

 

Intangible Assets / Goodwill

 

The Company accounts for certain intangible assets at cost. Management reviews these intangible assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount, an impairment loss would be recognized to write down the asset to its estimated fair value. The Company performed a qualitative assessment of certain of its intangible assets as of September 30, 2021March 31, 2022 and determined that they were not impaired.

 

Long-lived Assets

 

The Company accounts for long-lived assets, including certain intangible assets, at amortized cost. Management reviews long-lived assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value. The Company performed a qualitative assessment of certain of its long-lived assets as of September 30, 2021March 31, 2022 and determined that they were not impaired.

9

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

Income Taxes

The provision for income taxes is based on income and expenses as reported for financial statement purposes using the “asset and liability method” for accounting for deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled.

As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company established valuation allowances against its net deferred tax assets.

Income tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of income tax benefit that is more than 50% likely to be realized upon settlement with the applicable taxing authority. The portion of the benefits associated with income tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized income tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized income tax benefits would be classified as additional income taxes in the accompanying consolidated statements of operations. There were 0 unrecognized income tax benefits, nor any interest and penalties associated with unrecognized income tax benefits, accrued or expensed as of and for the nine months ended September 30, 2021 and 2020.

The Company files federal income tax returns in the United States. and various state income tax returns. The Company is no longer subject to examinations by the related tax authorities for the Company’s U.S. federal and state income tax returns for years prior to 2014.

 

Comprehensive Income

 

The Company did 0tt have any reconciling other comprehensive income items for the three and nine months ended September 30, 2021March 31, 2022 and 2020.2021.

 

9

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

Accounts Receivable Factoring Program

 

TheDuring 2021, the Company has entered intoparticipated in two accounts receivable factoring programs. One for its spirits customers (the “spirits program”) and another for its co-packing customers (the “co-packing program”). Under the programs, the Company has the option to sell certain customer account receivables in advance of payment for 75% (spirits program) or 85% (co-packing program) of the amount due. When the customer remits payment, the Company receives the remaining balance. For the spirits program, interest is charged on the advanced 75% payment at a rate of 2.4% for the first 30 days plus 1.44% for each additional ten-day period. For the co-packing program, interest is charged against the greater of $0.5 million or the total funds advanced at a rate of 5% plus the prime rate published in the Wall Street Journal. Under the terms of both agreements, the factoring provider has full recourse against the Company should the customer fail to pay the invoice. In accordance with ASC Topic 860 – Transfers and Servicing, the Company has concluded that these agreements have met all three conditions identified in ASC Topic 860-10-40-5 (a) – (c) and have accounted for this activity as a sale. Given the quality of the factored accounts, the Company has not recognized a recourse obligation. In certain limited instances, the Company may provide collection services on the factored accounts but does not receive any fees for acting as the collection agent, and as such, the Company has not recognized a service obligation asset or liability. The Company factored $1.7 million of invoices and incurred $0 million in fees associatedIn December 2021, the agreement with the factoring programs duringco-packing program expired. The agreement with the nine months ended September 30, 2021. Asspirits program had a zero balance as of September 30, 2021, the Company had $0.1 million of factored invoices outstanding.March 31, 2022.

 

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Recently Adopted Accounting Pronouncements

 

In MayOctober 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04,2021-08, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call OptionsContract Assets and Contract Liabilities from Contracts with Customers, (“ASU 2021-04”2021-08”) which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue Recognition. This ASU 2021-04 clarifiesis effective for annual and interim periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2021-08 will have on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, (“ASU 2020-06”) which simplifies the accounting for modifications or exchangesconvertible instruments by eliminating the beneficial conversion feature and cash conversion models. Certain convertible instruments will be accounted for as a single unit of freestanding, equity-classified, written call options (for example, warrants) that remain equity which are classified afteraccount, unless the conversion feature requires bifurcation and recognition as a modification or exchange. The amendments that relate toderivative. Additionally, this ASU simplifies the recognition and measurement of earnings per share (“EPS”)calculation, by eliminating the treasury stock method and requiring entities to use the if-converted method. This guidance is effective for certain modifications or exchangesannual periods beginning after December 31, 2021 with early adoption permitted. The Company early adopted ASU 2020-06 for the year ended December 31, 2021.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326)” (“ASU 2016-13”). The standard introduces a new model for recognizing credit losses on financial instruments based on an estimate of freestanding, equity-classified, written call options affect entities that present EPS. ASU 2021-04current expected credit losses and will apply to trade receivables. The new guidance will be effective for fiscal yearsthe Company’s annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years, and will be applied prospectively. Early2022. The Company is currently evaluating the impact of the adoption of thisthe standard is permitted, including adoption in an interim period. The Company adopted ASU 2021-04 as of January 1, 2021.on the consolidated financial statements.

 

10

 

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021March 31, 2022

(Unaudited)

4. Discontinued Operations

Discontinued Operations

 

The Company reports discontinued operations by applying the following criteria in accordance with ASC Topic 205-20, Presentation of Financial Statements – Discontinued Operations: (1) Component of an entity; (2) Held for sale criteria; and (3) Strategic shift.

 

On December 31, 2019, management made a strategic shift to focus the Company’s sales and marketing efforts on the nationally branded product platform, resulting in the decision to close all four of its retail stores in the Portland, Oregon area. The retail stores were closed or abandoned by March 31, 2020.

 

On February 2, 2021, Redneck Riviera Whiskey Co, LLC (“RRWC”) entered into a Termination and Inventory Purchase Agreement (the “Termination Agreement”) with Rich Marks, LLC, John D. Rich Tisa Trust and Redneck Spirits Group, LLC (collectively the buyers referred to as “RSG”), pursuant to which, on February 5, 2021, RRWC sold all of its inventory of Redneck Riviera, Granny Rich, and Howdy Dew distilled spirits products, including finished goods, raw materials, and barrel inventory, as well as all assignable certificates of label approval/exemption, branding, permits, and registrations relating thereto, for $4.7 million. In addition, the Company terminated its Amended and Restated License Agreement (the “License Agreement”) dated May 31, 2018 by and among Eastside, RRWC, Rich Marks, LLC, and John D. Rich TISA Trust U/A/D March 27, 2018, Dwight P. Miles, Trustee in exchange for $3.0 million. In connection with the Termination Agreement, the Company entered into a Supplier Agreement dated as of February 2, 2021 with RSG, pursuant to which the Company will produce certain products and perform specified services for RSG for a six (6) month period on the terms and conditions set forth in the Supplier Agreement. The Company did not incur any penalties as a result of the termination of the License Agreement.

 

As of and forFor the ninethree months ended September 30,March 31, 2021, the assets, liabilities, revenue, expenses and cash flows from retail operations and the RRWC business have been classified as discontinued operations separately from continuing operations. For comparative purposes, prior period amounts have been reclassifiedAs of December 31, 2021, there were no assets and liabilities related to conform to current period presentation.discontinued retail operations and the Redneck Riviera Spirits business.

 

Income and expense related to discontinued retail operations and the Redneck Riviera Spirits business were as follows for the ninethree months ended September 30, 2021March 31, 2022 and 2020:2021:

 

Schedule of Discontinued Retail Operations

(Dollars in thousands) 2022  2021 
  (Unaudited)  (Unaudited) 
Sales $              -  $290 
Less customer programs and excise taxes  -   31 
Net sales  -   259 
Cost of sales  -   162 
Gross profit  -   97 
Operating expenses:        
Sales and marketing expenses  -   27 
General and administrative expenses  -   16 
Total operating expenses  -   43 
Income from operations  -   54 
Other income, net        
Other income  -   1,029 
Gain on termination of license agreement  -   2,850 
Total other expense, net  -   3,879 
Net income $-  $3,933 

(Dollars in thousands) 2021  2020 
Sales $283  $1,768 
Less customer programs and excise taxes  31   340 
Net sales  252   1,428 
Cost of sales  168   901 
Gross profit  84   527 
Operating expenses:        
Sales and marketing expenses  22   447 
General and administrative expenses  32   231 
Loss on disposal of property and equipment  -   76 
Total operating expenses  54   754 
Income (loss) from operations  30   (227)
Other income, net        
Other income  989   - 
Gain on termination of license agreement  2,850   - 
Total other expense, net  3,839   - 
Net income (loss) $3,869  $(227)

5. Business Segment Information

The Company’s internal management financial reporting consists of Eastside spirits and Craft C+B. The spirits brands span several alcoholic beverage categories, including whiskey, vodka, gin, rum, tequila and Ready-to-Drink (“RTD”) and are sold on a wholesale basis to distributors in open states, and brokers in control states. The Company’s principal area of operation is in the U.S. and has one spirits customer that represents 25% of its revenue. Craft C+B primarily services the craft beer and craft cider business. Craft C+B operates 16 mobile lines in Seattle, Washington; Spokane, Washington; Portland, Oregon; and Denver, Colorado.

The measure of profitability reviewed is a condensed statement of operations and gross margin. These business segments reflect how operations are managed, operating performance is evaluated and the structure of internal financial reporting. Total asset information by segment is not provided to, or reviewed by, the chief operating decision maker (“CODM”) as it is not used to make strategic decisions, allocate resources or assess performance. The accounting policies of the segments are the same as those described for the Company in the Summary of Significant Accounting Policies in Note 3. Spirits allocates 50% of certain general and administrative expenses to Craft C+B, which is included in the segments’ financial data below.

 

11

 

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021March 31, 2022

(Unaudited)

 

AssetsSegment information was as follows for the three months ended March 31, 2022 and liabilities related to discontinued retail operations and the Redneck Riviera Spirits business were as follows:2021:

Schedule of Segment Information

(Dollars in thousands) 2022  2021 
Spirits        
Sales $2,704  $1,334 
Net sales  2,664   1,239 
Cost of sales  1,682   1,054 
Gross profit  982   185 
Total operating expenses  1,269   1,695 
Net income (loss)  (682)  4,113 
Gross margin  37%  15%
         
Interest revenue $-  $- 
Interest expense  395   113 
Depreciation and amortization  43   77 
Income tax expense  -   - 
Significant noncash items:        
Loss on disposal of property and equipment  -   61 
Forgiveness of debt - PPP  -   (1,052)
Remeasurement of deferred consideration  -   (750)
Gain on disposal of offsite inventory  -   (1,047)
Stock compensation  184   117 
         
Craft C+B        
Sales $1,076  $1,909 
Net sales  1,076   1,909 
Cost of sales  1,111   1,551 
Gross profit (loss)  (35)  358 
Total operating expenses  1,308   1,147 
Net loss  (1,354)  (405)
Gross margin  -3%  19%
         
Interest revenue $-  $- 
Interest expense  11   13 
Depreciation and amortization  220   223 
Income tax expense  -   - 
Significant noncash items:        
Forgiveness of debt - PPP  -   (396)
Stock compensation  191   118 

 

Craft C+B’s gross margin decreased primarily due to lower sales of services, a change in product and service mix, and higher raw material costs. In addition, Craft C+B launched its digital can printing business subsequent to first quarter ending, however it continued to incur costs with no associated revenue during the three months ended March 31, 2022.

(Dollars in thousands) September 30, 2021  December 31, 2020 
Assets        
Current assets:        
Inventories $-  $3,833 
Total current assets  -   3,833 
Right-of-use assets  74   96 
Other assets  -   93 
Total Assets $74  $4,022 
         
Liabilities        
Current liabilities:        
Accounts payable $(13) $(13)
Current portion of lease liability  33   31 
Total current liabilities  20   18 
Lease liability - less current portion  46   71 
Total Liabilities $66  $89 
12

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

5.6. Inventories

 

Inventories consisted of the following:

 

Schedule of Inventories

(Dollars in thousands) September 30, 2021 December 31, 2020  

March 31, 2022

  

December 31, 2021

 
Raw materials $5,022  $5,455  $4,420  $4,768 
Finished goods  1,036   1,273   1,665   1,742 
Total inventories $6,058  $6,728  $6,085  $6,510 

 

6.7. Prepaid Expenses and Current Assets

 

Prepaid expenses and current assets consisted of the following:

Schedule of Prepaid expensesExpenses and current assetsCurrent Assets

(Dollars in thousands) September 30, 2021  December 31, 2020 
Prepayment of fixed assets $1,294  $295 
Prepayment of inventory  415   73 
Other  188   382 
Total prepaid expenses and current assets $1,897  $750 

12
(Dollars in thousands) 

March 31, 2022

  

December 31, 2021

 
Prepayment of fixed assets $4,435  $2,715 
Prepayment of inventory  483   59 
Other  152   99 
Total prepaid expenses and current assets $5,070  $2,873 

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

7.8. Property and Equipment

 

Property and equipment consisted of the following:

 

Schedule of Property and Equipment

(Dollars in thousands) September 30, 2021 December 31, 2020  

March 31, 2022

  

December 31, 2021

 
Furniture and fixtures $3,909  $4,363  $3,815  $3,779 
Leasehold improvements  1,637   1,637   1,483   1,386 
Vehicles  824   824   814   814 
Total cost  6,370   6,824   6,112   5,979 
Less accumulated depreciation  (3,915)  (3,715)  (3,961)  (3,816)
Total property and equipment, net $2,455  $3,109  $2,151  $2,163 

 

Purchases of property and equipment totaled $0.21.4 million and $0.415,253 for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, the Company invested $1.3 million forin the nine months ended September 30, 2021 and 2020, respectively.digital can printer that was not in operations at quarter-end. Depreciation expense totaled $0.60.1 million and $1.40.2 million for the ninethree months ended September 30,March 31, 2022 and 2021, and 2020, respectively.

 

During the ninethree months ended September 30,March 31, 2021, the Company disposed of fixed assets with a net book value of $0.50.2 million resulting in a loss on disposal of fixed assets of $0.40.1 million. As a result of these disposals, the Company received funds of $0.1 million from the sales of the disposed assets. Gain on disposal of fixed assets was $0.1 million for the nine months ended September 30, 2020.

 

8.9. Intangible Assets

 

Intangible assets consisted of the following:

 

Schedule of Intangible Assets

(Dollars in thousands) September 30, 2021 December 31, 2020  

March 31, 2022

  

December 31, 2021

 
Permits and licenses $25  $25  $25  $25 
Azuñia brand  11,945   11,945   11,945   11,945 
Customer lists  2,895   2,895   2,895   2,895 
Total intangible assets  14,865   14,865   14,865   14,865 
Less accumulated amortization  (1,137)  (827)  (1,344)  (1,241)
Intangible assets, net $13,728  $14,038  $13,521  $13,624 

13

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

 

The customer list is being amortized over a seven-year life. Amortization expense totaled $0.30.1 million and $0.4 million for both the ninethree months ended September 30, 2021March 31, 2022 and 2020, respectively.2021.

 

The permits and licenses, and Azuñia brand have all been determined to have an indefinite life and will not be amortized. We do, however,The Company, on an annual basis, testtests the indefinite life assets for impairment. If an indefinite life asset is found to be impaired, then the Company will estimate its useful life and amortize the asset over the remainder of its useful life.

 

9. 10. Other Assets

 

Other assets consisted of the following:

 Schedule of Other Assets

(Dollars in thousands) September 30, 2021  December 31, 2020 
Product branding $400  $400 
Deposits  54   57 
Total other assets  454   457 
Less accumulated amortization  (215)  (172)
Other assets, net $239  $285 

13

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

(Dollars in thousands) 

March 31, 2022

  

December 31, 2021

 
Product branding $400  $400 
Deposits  268   286 
Total other assets  668   686 
Less accumulated amortization  (244)  (229)
Other assets, net $424  $457 

 

As of September 30, 2021,March 31, 2022, the Company had $0.4 million of capitalized costs related to services provided for the rebranding of its existing product line. This amount is being amortized over a seven-year life.

 

Amortization expense totaled $0 million and $0.1 million for the nineboth three months ended September 30, 2021March 31, 2022 and 2020, respectively.2021.

 

The deposits represent office lease deposits.

 

10.11. Leases

 

The Company has various lease agreements in place for facilities and equipment. Terms of these leases include, in some instances, scheduled rent increases, renewals, purchase options and maintenance costs, and vary by lease. These lease obligations expire at various dates through 20252027. The Company determines if an arrangement is a lease at inception. The Company does not currently have any finance leases. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of September 30, 2021,March 31, 2022, the amount of right-of-use assets and lease liabilities were both $0.93.3 million.million and $3.5million, respectively. Aggregate lease expense for the nine monthsyear ended September 30, 2021March 31, 2022 was $0.60.3 million, consisting of $0.40.3 million in operating lease expense for lease liabilities and $0.225,597 million in short-term lease cost.

 

Maturities of lease liabilities as of September 30, 2021March 31, 2022 were as follows:

 Schedule of Maturities of Operating Lease Liabilities

(Dollars in thousands) Operating Leases  

Weighted-Average Remaining

Term in Years

  Operating Leases  

Weighted-Average Remaining

Term in Years

 
2021 $112     
2022  362      $872     
2023  274       1,049     
2024  144       690     
2025  124       685     
2026  577     
Thereafter  -       139     
Total lease payments  1,016       4,012     
Less imputed interest (based on 6.7% weighted-average discount rate)  (101)      (524)    
Present value of lease liability $915   3.0  $3,488   3.93 

14

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021March 31, 2022

(Unaudited)

11.12. Notes Payable

 

Notes payable consisted of the following:

Schedule of Notes Payable

(Dollars in thousands) September 30, 2021  December 31, 2020 
Total notes payable  2,174   5,523 
Notes payable bearing interest at 5.00%. The notes’ principal, plus any accrued and unpaid interest was due May 1, 2021. Interest is paid monthly. $-  $2,300 
Note payable bearing interest at 1.00%. Loan payments are deferred six months from start of loan. To help ensure adequate liquidity in light of uncertainties posed by the COVID-19 pandemic, the Company received this loan under the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”). The loan was forgiven during the first quarter of 2021.  -   1,052 
Note payable bearing interest at 1.00%. The notes’ principal, plus any accrued and unpaid interest is due May 1, 2022. Loan payments are deferred six months from start of loan. The Company received this loan under the SBA’s PPP. The loan was forgiven during the first quarter of 2021.  -   396 
Notes payable bearing interest at 5.00%. Principal and accrued interest is payable in six equal installments on each six-month anniversary of the issuance date of January 11, 2019. The notes are secured by the security interests and subordinated to the Company’s senior indebtedness.  123   370 
Promissory note payable bearing interest of 5.2%. The note has a 46-month term with maturity in May 2023. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft Canning.  92   129 
Promissory note payable bearing interest of 4.45%. The note has a 34-month term with maturity in May 2022. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft Canning and includes debt covenants requiring a Current Ratio of 1.75 to 1.00 and a Debt Service Coverage Ratio of 1.25 to 1.00. Craft Canning must also provide annual financial statements and tax returns. Craft Canning was in compliance with all debt covenants as of September 30, 2021.  83   163 
Promissory note payable under a revolving line of credit bearing variable interest starting at 3.25%. The note has a 15-month term with principal and accrued interest due in lump sum in January 2022. The borrowing limit is $0.5 million. The note is secured by the assets of Craft Canning.  500   500 
Promissory note payable bearing interest of 4.14%. The note has a 60-month term with maturity in July 2024. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft Canning.  118   146 
Promissory note payable bearing interest of 3.91%. The note has a 60-month term with maturity in August 2024. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft Canning.  182   226 
Promissory note payable bearing interest of 3.96%. The note has a 60-month term with maturity in November 2024. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft Canning.  197   241 
Promissory notes payable bearing interest of 6.0%. The notes have a 36-month term with maturity in April 2024. Accrued interest is paid in accordance with a monthly amortization schedule.  879   - 
Total notes payable  2,174   5,523 
Less current portion  (918)  (3,830)
Long-term portion of notes payable $1,256  $1,693 

The Company paid $0.5 million and $0.2 million in interest on notes for the nine months ended September 30, 2021 and 2020, respectively.

(Dollars in thousands) March 31, 2022  December 31, 2021 
Notes payable bearing interest at 5.00%. Principal and accrued interest is payable in six equal installments on each six-month anniversary of the issuance date of January 11, 2019. The notes are secured by the security interests and subordinated to the Company’s senior indebtedness. $-  $124 
Promissory note payable bearing interest of 5.2%. The note has a 46-month term with maturity in May 2023. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft C+B.  67   79 
Promissory note payable bearing interest of 4.45%. The note has a 34-month term with maturity in May 2022. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft C+B and includes certain affirmative and financial covenants. Craft C+B was not in compliance with the covenants as of March 31, 2022.  28   56 
Promissory note payable under a revolving line of credit bearing variable interest starting at 3.25%. The note has a 15-month term with principal and accrued interest due in lump sum in January 2022. The borrowing limit is $0.5 million. The note is secured by the assets of Craft C+B and includes certain affirmative and financial covenants. Craft C+B was not in compliance with the covenants as of March 31, 2022 and is in discussions with First International Bank (“FIB”) on a forbearance agreement and amendment extending the maturity.  500   500 
Promissory note payable bearing interest of 4.14%. The note has a 60-month term with maturity in July 2024. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft C+B.  98   108 
Promissory note payable bearing interest of 3.91%. The note has a 60-month term with maturity in August 2024. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft C+B.  152   167 
Promissory note payable bearing interest of 3.96%. The note has a 60-month term with maturity in November 2024. Principal and accrued interest are paid in accordance with a monthly amortization schedule. The note is secured by the assets of Craft C+B.  166   182 
Promissory notes payable bearing interest of 6.0%. The notes have a 36-month term with maturity in April 2024. Accrued interest is paid in accordance with a monthly amortization schedule.  7,751   7,751 
Total notes payable  8,762   8,967 
Less current portion  (744)  (894)
Long-term portion of notes payable $8,018  $8,073 

 

15

 

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021March 31, 2022

(Unaudited)

The Company paid $0.2 million and $0.1 million in interest on notes for the three months ended March 31, 2022 and 2021, respectively.

 

Maturities on notes payable as of September 30, 2021March 31, 2022 were as follows:

 Schedule of Maturities on Notes Payable

(Dollars in thousands)      
2021 $79 
2022  893  $744 
2023  1,073   140 
2024  129   7,878 
2025  -   - 
2026  - 
Thereafter  -   - 
Total  $2,174  $8,862 

 

12.13. Secured Credit Facilities

 

6% Secured Convertible Promissory Notes

 

On April 19, 2021, the Company entered into a securities purchase agreement (“Purchase Agreement”) with accredited investors (“Subscribers”) for their purchase of up to $3.3 million of principal amount of 6% secured convertible promissory notes of the Company (“Note” or “Notes”), which notes are convertible into shares (“Conversion Shares”) of the Company’s common stock, par value $0.0001 per share pursuant to the terms and conditions set forth in the Notes with an initial conversion price of $2.20. In connection with the purchase of such Notes, each Subscriber received a warrant (“Existing Warrant”), to purchase a number of shares of common stock (“Warrant Shares”) equal to 60% of the principal amount of any Note issued to such Subscriber divided by the conversion price of the Note issued to such Subscriber, at an exercise price equal to $2.60. In connection with the Purchase Agreement, the Company entered into a Security Agreement under which it granted the Subscribers a security interest in certain assets of the Company (the “Security Agreement”) and a Registration Rights Agreement under which the Company agreed to register for resale the Conversion Shares and the Warrant Shares. Concurrently therewith, the Company and the investors closed $3.3 million of the private offering.

 

Roth Capital, LLC acted as placement agent in the private offering, and the Company paid the Placement Agent a cash fee of five percent (5%) of the gross proceeds therefrom. The Company received $3.1 million in net proceeds from the closing, after deducting the fee payable to the Placement Agent and the legal fees of the Subscribers in connection with the transaction. The Company used the proceeds to repay prior outstanding notes payable and for working capital and general corporate purposes.

 

Interest on the Notes accrues at a rate of 6% per annum and is payable either in cash or in shares of the Company’s common stock at the conversion price in the Note on each of the six and twelve month anniversaries of the issuance date and on the maturity date of October 18, 2022. The Company paid $0 million in interest during the nine months ended September 30, 2021.

 

All amounts due under the Notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Company’s common stock at a fixed conversion price, which is subject to adjustment as summarized below. The Notes are initially convertible into the Company’s common stock at an initial fixed conversion price of $2.20per share. This conversion price is subject to adjustment for stock splits, combinations, or similar events, among other adjustments.

16

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

 

The Company may prepay the Notes at any time in whole or in part by paying a sum of money equal to 100% of the principal amount to be redeemed, together with accrued and unpaid interest, plus a prepayment fee equal to five percent (5%) of the principal amount to be repaid.

 

The Notes contain customary triggering events including but not limited to: (i) failure to make payments when due under the Notes; and (ii) bankruptcy or insolvency of the Company. If a triggering event occurs, each holder may require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest thereon), in cash.

 

The Notes are secured by a subordinated security interest in the Company’s assets pursuant to the terms of a Security Agreement entered into between the Company and the Subscribers.

 

On July 30, 2021, the Company entered into warrant exercise inducement offer letters (“Inducement Letters”) with the holders of the Existing Warrants to exercise for cash their Existing Warrants. TheDuring the year ended December 31, 2021, the Company received gross proceeds of $2.4million on the exercise of the outstanding warrants, and recognized a deemed dividend of $2.3million based on the Black Scholes valuation as a result of the higher strike price on the July 2021 issued warrants, which is included in the consolidated statements of operations.warrants. See additional discussion in Note 15.

16

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

16.

 

Live Oak Loan Agreement

 

On January 15, 2020, the Company and its subsidiaries entered into a loan agreement (the “Loan Agreement”) between the Company and Live Oak Banking Company (“Live Oak”), a North Carolina banking corporation (the “Lender”) to refinance existing debt of the BorrowersCompany and to provide funding for general working capital purposes. Under the Loan Agreement, the Lender has committed to make up to two loan advances to the BorrowersCompany in an aggregate principal amount not to exceed the lesser of (i) $8.0 million and (ii) a borrowing base equal to 85% of the appraised value of the Borrowers’Company’s eligible inventory of whisky in barrels or totes less an amount equal to all service fees or rental payments owed by the BorrowersCompany during the 90 day period immediately succeeding the date of determination to any warehouses or bailees holding eligible inventory (the “Loan”).

 

The Loan matured on January 14, 2021 and all amounts outstanding under the Loan became due and payable. On January 8, 2021, the Company entered into an amendment to the Loan Agreement with Live Oak to extend the maturity date to April 13, 2021. On April 13, 2021, the maturity date was amended to further extend it to May 13, 2021. On May 11, 2021, the maturity date was further extended to August 11, 2021.2021 and the maximum loan balance was amended to the lesser of $3.0 million or the borrowing base. On August 11, 2021, the maturity date was further extended to October 11, 2021. On October 11, 2021, the maturity date was further extended to November 11, 20212021.. The Company is finalizingOn February 28, 2022, Live Oak executed a forbearance agreement of the Loan while the parties finalize an amendment to further extendextension of the maturity date of its Loan Agreement with Live Oak.date. All other material terms of the Loan Agreement remain unchanged. The Lender may at any time demand repayment of the Loan in whole or in part, in which case the BorrowersCompany will be obligated to repay the Loan (or portion thereof for which repayment is demanded) within 30 days following the date of demand. The BorrowersCompany may prepay the Loan, in whole or in part, at any time without penalty or premium.

 

The Loan bears interest at a rate equal to the prime rate plus a spread of 2.49%, adjusted quarterly. Accrued interest is payable monthly, with the final installment of interest being due and payable on the Maturity Date. The Borrowers areCompany is also obligated to pay a servicing fee, unused commitment fee and origination fee in connection with the Loan. The Company paid $0.143,228 million in interest during the ninethree months ended September 30, 2021.March 31, 2022. On February 5, 2021,4, 2022, the Company repaid $3.40.9 million of the secured credit facility with Live Oak, reducing the principal balance to $3.01.9 million as of September 30, 2021.March 31, 2022.

 

The Loan Agreement contains affirmative and negative covenants that include covenants restricting eachthe Company’s ability to, among other things, incur indebtedness, grant liens, dispose of assets, merge or consolidate, make investments, or enter into restrictive agreements, subject to certain exceptions.

 

The obligations of the Company under the Loan Agreement are secured by substantially all of its spirits respective assets, except for accounts receivable and certain other specified excluded property.

17

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

 

The Loan Agreement includes customary events of default that include among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross default to material indebtedness, bankruptcy and insolvency defaults and change in control defaults. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Loan Agreement at a per annum rate equal to 2.00% above the applicable interest rate.

 

In connection with the Loan Agreement, the Company issued to the Lender a warrant to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $3.94 per share (the “Warrant”). The Warrant expires on January 15, 2025. In connection with the issuance of the Warrant, the Company granted the Lender piggy-back registration rights with respect to the shares of common stock issuable upon exercise of the Warrant, subject to certain exceptions.

 

13.14. Commitments and Contingencies

 

Legal Matters

 

On December 15, 2020, Grover Wickersham filed a complaint in the United States District Court for the District Court of Oregon against the Company. Mr. Wickersham, the former CEO and Chairman of the Board of the Company, has asserted causes of action for fraud in the inducement, breach of contract, breach of the implied covenant of good faith and fair dealing, defamation, interference with economic advantage, elder financial abuse, and dissemination of false and misleading proxy materials. The Company disputes the allegations and intends to defend the case vigorously.

 

17

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

The Company is not currently subject to any other material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources.

 

14.15. Net Income (Loss) per Common Share

 

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted net income per common share is computed by dividing net income by the sum of the weighted average number of common shares outstanding and the potential number of any dilutive common shares outstanding during the period. Potentially dilutive securities consist of the incremental common stock issuable upon exercise of stock options, convertible notes and convertible notes.warrants. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. There were 0 anti-dilutive common shares included in the calculation of income (loss) per common share as of March 31, 2022. As of September 30,March 31, 2021, the Company had 2,711,364343,405 dilutive common shares. There were 0 dilutive common shares as of September 30, 2020 as the Company reported a net loss.

 

15. 16. Stockholders’ Equity

Schedule of Stockholders’ Equity

                      
  Series B
Preferred Stock
  Common Stock  Paid-in  Accumulated  

Total

Stockholders’

 
(Shares and dollars in thousands) Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance, December 31, 2021  2,500  $           -   14,791  $          1  $72,003  $(58,605) $  13,399 
Beginning balance  2,500  $           -   14,791  $          1  $72,003  $(58,605) $13,399 
Stock-based compensation  -   -   -   -   2   -   2��
Issuance of common stock for services by third parties  -   -   125   -   119   -   119 
Issuance of common stock for services by employees  -   -   170   1   206   -   207 
Issuance of detachable warrants on notes payable  -   -   -   -   948   -   948 
Net loss  -   -   -   -   -   (2,074)  (2,074)
Balance, March 31, 2022  2,500  $-   15,086  $2  $73,278  $(60,679) $12,601 
Ending balance  2,500  $-   15,086  $2  $73,278  $(60,679) $12,601 

  Shares  Amount  Capital  Deficit  (Deficit) 
  Common Stock  Paid-in  Accumulated  Total Stockholders’
Equity
 
  Shares  Amount  Capital  Deficit  (Deficit) 
Balance, December 31, 2020  10,382  $1  $52,985  $(54,094) $(1,108)
Stock-based compensation  -   -   25   -   25 
Issuance of common stock from warrant exercise for cash, net of expenses  900   -   2,375   -   2,375 
Issuance of warrants for secured credit facility  -   -   717   -   717 
Issuance of common stock for Azuñia initial earn-out  1,883   -   6,860   -   6,860 
Issuance of common stock for services by third parties  141   -   263   -   263 
Issuance of common stock for services by employees  63   -   131   -   131 
Issuance of common stock, sold for cash, net  718   -   2,009   -   2,009 
Deemed dividend-warrant price protection-revaluation adjustment  -   -   2,288  (2,288)   - 
Net income  -   -   -   

30

   30 
Balance, September 30, 2021  14,087  $1  $67,653  $(56,352) $

11,302

 
18

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

 

Issuance of Common Stock

 

During 2021,the three months ended March 31, 2022, the Company issued 204,088294,375 shares of common stock to directors and employees for stock-based compensation of $0.40.3 million. The shares were valued using the closing share price of the Company’s common stock on the date of grant, within the range of $0.96 to $1.21 per share. Of these shares, 170,000 were to the Company’s former Chief Executive Officer pursuant to his separation agreement.

During 2021, the Company issued 313,442 shares of common stock to directors and employees for stock-based compensation of $0.6 million. The shares were valued using the closing share price of the Company’s common stock on the date of grant, within the range of $1.28 to $2.98 per share.

 

On February 10, 2021 and April 19, 2021, the Company issued 1.2 million shares and 682,669 shares, respectively, of its common stock (the “Shares”) to certain affiliates of Intersect pursuant to an Asset Purchase Agreement dated September 12, 2019 by and between the Company and Intersect in respect of the Azuñia Tequila acquisition at a weighted-average of $4.67 per share and $1.82 per share, respectively. The Shares constitute the “Fixed Shares” due to Intersect pursuant to the Asset Purchase Agreement.

 

18

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

On July 30, 2021, the Company entered into Inducement Letters with the holders of the Existing Warrants to exercise their Existing Warrants and purchased 900,000 shares of common stock for gross proceeds of $2.4 million.

 

In SeptemberDuring 2021, the Company sold 718,2551,297,653 shares of common stock for net proceeds of $2.03.6 million in at-the-market public placements. In addition, the Company issued 5,000 shares of its common stock upon the exercise of stock options at $1.23 per share.

 

During 2020,Issuance of Series B Preferred Stock

On October 19, 2021, Company entered into a securities purchase agreement (“Purchase Agreement”) with an accredited investor (“Subscriber”) for its purchase of 2.5 million shares (“Preferred Shares”) of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at a purchase price of $1.00 per Preferred Share, which Preferred Shares are convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation Establishing Series B Preferred Stock of the Company issued with an initial conversion price of $706,9873.10 per share and 850,000 shares of common stock were reserved.

The Series B Preferred Stock accrues dividends at a rate of 6% per annum, payable annually on the last day of December of each year. Dividends shall accrue from day to directors, employeesday, whether or not declared, and consultantsshall be cumulative. Dividends are payable at the Company’s option either in cash or “in kind” in shares of common stock; provided, however that dividends may only be paid in cash following the fiscal year in which the Company has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for stock-based compensationsuch year) of at least $1.00.5 million. TheFor “in-kind” dividends, holders will receive that number of shares were valued usingof common stock equal to (i) the closing shareamount of the dividend payment due such stockholder divided by (ii) the volume weighted average price of the Company’s common stock onfor the 90 trading days immediately preceding a dividend date (“VWAP”). For the year ended December 31, 2021, the Company issued as dividends 10,670 shares of grant, within the rangecommon stock at a VWAP of $1.082.57 to $3.20per share. For the three months ended March 31, 2022, the Company accrued $37,500 of preferred dividends.

 

Stock-Based Compensation

 

On September 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the terms of the plan, on January 1, 2021,2022, the number of shares available for grant under the 2016 Plan reset to 3,747,5835,225,141 shares, equal to 8%8% of the number of outstanding shares of the Company’s capital stock, calculated on an as-converted basis, on DecemberMarch 31 of the preceding calendar year, and then added to the prior year plan amount. As of September 30, 2021,March 31, 2022, there were 71,08657,586 options and 1,253,5221,657,251 restricted stock units (“RSUs”) outstanding under the 2016 Plan, with vesting schedules varying between immediate or three (3) years from the grant date.

 

The Company also issues, from time to time, options that are not registered under a formal option plan. As of September 30, 2021,March 31, 2022, there were no options outstanding that were not issued under the Plans.

 

19

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

A summary of all stock option activity as of and for the ninethree months ended September 30, 2021March 31, 2022 is presented below:

 Summary of Stock Option Activity

  # of Options  Weighted-Average Exercise Price 
Outstanding as of December 31, 2020  134,931  $4.71 
Options granted  5,000   0.53 
Options canceled  (68,845)  5.31 
Outstanding as of September 30, 2021  71,086  $3.34 
         
Exercisable as of September 30, 2021  65,503  $3.21 
  # of Options  Weighted-Average Exercise Price 
Outstanding as of December 31, 2021  57,586  $3.29 
Outstanding as of March 31, 2022  57,586  $3.29 
         
Exercisable as of March 31, 2022  57,419  $3.28 

On December 7, 2021, the Company issued 5,000 shares of common stock at $1.23 per share upon the exercise of stock options for proceeds of $6,150.

 

The aggregate intrinsic value of options outstanding as of September 30, 2021March 31, 2022 was $0 million..

 

As of September 30, 2021,March 31, 2022, there were 5,583167 unvested options with an aggregate grant date fair value of $0 million.. The unvested options will vest in accordance with the vesting schedule in each respective option agreement, which varies between immediate and three years from the grant date. The aggregate intrinsic value of unvested options as of September 30, 2021March 31, 2022 was $0 million.. During the ninethree months ended September 30, 2021,March 31, 2022, 13,6674,875 options vested.

 

The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The grant-date fair value of stock options issued to employees is recognized on a straight-line basis over the requisite service period. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments as the underlying stock-based awards vest.

19

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

 

To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following:

 

 Exercise price of the option
 Fair value of the Company’s common stock on the date of grant
 Expected term of the option
 Expected volatility over the expected term of the option
 Risk-free interest rate for the expected term of the option

 

The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options.

 

The following weighted-average assumptions were used in the Black-Scholes valuation model forCompany did not issue any additional options granted during the ninethree months ended September 30, 2021:

Schedule of Weighted-average Assumptions Used in Black-scholes Valuation Method

Risk-free interest rate1.69%
Expected term (in years)5.0
Dividend yield-
Expected volatility75%

The weighted-average grant-date fair value per share of stock options granted during the year ended September 30, 2021 was $1.17. The aggregate grant date fair value of the 5,000 options granted during the nine months ended September 30, 2021 was $0 million.March 31, 2022.

 

For the ninethree months ended September 30,March 31, 2022 and 2021, and 2020, net compensation expense related to stock options was $01,614 million and $0.20.1 million, respectively. As of September 30, 2021,March 31, 2022, the total compensation expense related to stock options not yet recognized was approximately $0.1 million, which is expected to be recognized over a weighted-average period of approximately 0.80.6 years.

On August 11, 2021, the Company’s annual compensation program for its board of directors was approved. Effective October 1, 2021, it now includes 1) annual board member fees of $0.05 million, paid in quarterly installments, (2) an annual board chair premium of $0.02 million, paid in quarterly installments, (3) an annual committee chair premium of $0.01 million, paid in quarterly installments, and (4) an annual committee member fee of $0.02 million, paid in quarterly installments. The directors have agreed to be compensated in RSU's in lieu of cash payment.

 

Warrants

On March 21, 2022, the Company entered into a promissory note with TQLA to accept a one year loan of $2.0 million with a conditional additional loan of $1.0million and a conditional term extension of six months. The loan bears interest at 9.25% and carries a commitment fee of 2.5%. In addition, the Company will issue a common stock purchase warrant to TQLA covering the loan amount with a common stock value of $1.20 per share. As of March 31, 2022, the Company drew down $2.0million of the note payable and issued 1.7million warrants. The estimated fair value of the warrants of $0.9 million was recorded as debt issuance cost and is being amortized to interest expense over the maturity period of the promissory note, with $22,944 recorded during the three months ended March 31, 2022.

The estimated fair value of the new warrants issued was based on a combination of closing market trading price on the date of issuance for the public offering warrants, and the Black-Scholes option-pricing model, using the assumptions below:

Schedule of Weighted-average Assumptions for New Warrants

Volatility  75%
Risk-free interest rate  2.3%
Expected term (in years)  5.0 
Expected dividend yield  - 
Fair value of common stock $0.57 

20

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

 

From April 19, 2021 through May 12, 2021, the Company issued in a private placement, Existing Warrants to purchase up to 900,000shares of common stock at an exercise price of $2.60per Warrant Share. The estimated fair value of the warrants of $0.7 million was recorded as debt issuance cost and will beis being amortized to interest expense over the maturity period of the secured credit facility, with $0.20.1 million recorded during the periodthree months ended September 30, 2021.March 31, 2022.

On July 30, 2021, the Company entered into Inducement Letters with the holders of the Existing Warrants whereby such holders agreed to exercise for cash their Existing Warrants to purchase the 900,000 Warrant Shares in exchange for the Company’s agreement to issue new warrants (the “New Warrants”) to purchase up to 900,000 shares of common stock (the “New Warrant Shares”). The New Warrants have substantially the same terms as the Existing Warrants, except that the New Warrants have an exercise price of $3.00 per share and are exercisable until August 19, 2026. The Company received gross proceeds of $2.4 million on the exercise of the outstanding warrants, and recognized a deemed dividend of $2.3 million based on the Black Scholes valuation as a result of the higher strike price on the July 2021 issued warrants, which is included in the consolidated statements of operations as a deemed dividend - warrant price protection-revaluation adjustment and in additional paid-in capital in the consolidated balance sheets.

 

During the year ended December 31, 2020, the Company issued a warrant to purchase an aggregate of 100,000 shares of common stock at an exercise price of $3.94 per share in connection with the Secured Credit Facility from Live Oak.

The estimated fair value of the Company’s outstanding warrants was based on a combination of closing market trading price on the date of issuance for the public offering warrants, and the Black-Scholes option-pricing model, using the weighted-average assumptions below:

Schedule of Share Based Payment Award Assumptions Used in Black-scholes Valuation Method

Volatility75%
Risk-free interest rate0.69%
Expected term (in years)5.0
Expected dividend yield-
Fair value of common stock$3.88

20

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

A summary of all warrant activity in warrants was as follows:of and for the three months ended March 31, 2022 is presented below:

 Summary of WarrantWarrants Activity

  Warrants  Weighted-Average Remaining Life (Years)  Weighted-Average Exercise Price  Aggregate Intrinsic Value 
Outstanding as of December 31, 2020  240,278   3.2  $4.85  $- 
                 
Granted  1,800,000   4.8   2.29   - 
Exercised  (900,000)  -   2.60   - 
Outstanding as of September 30, 2021  1,140,278   4.2  $3.39  $- 

  Warrants  Weighted-Average Remaining Life (Years)  Weighted-Average Exercise Price  Aggregate Intrinsic Value 
Outstanding as of December 31, 2021  1,256,944                           4.0  $             3.42  $                   - 
                 
Granted  1,666,667   5.0   0.95   - 
Outstanding as of March 31, 2022  2,923,611   4.3  $2.05  $- 

 

16.17. Related Party Transactions

 

The following is a description of transactions since January 1, 20202021 as to which the amount involved exceeds the lesser of $0.1 million or one percent (1%1%) of the average of total assets at year-end for the last two completed fiscal years, which was $0.3 million, and in which any related person has or will have a direct or indirect material interest, other than equity, compensation, termination and other arrangements.

 

On October 24, 2019, the Company’s Board appointed Stephanie Kilkenny to the Board to fill an existing vacancy on the Board effective immediately. Stephanie Kilkenny was the former managing director of Azuñia Tequila, and together with her spouse, owns and controls TQLA, LLC (“TQLA”), the majority owner of Intersect. Effective June 15, 2020, the Company’s Board appointed Robert Grammen to the Board to fill an existing vacancy and he is also a member of Intersect.

On March 21, 2022, the Company entered into a note payable with TQLA to accept a one year loan of $2.0 million with a conditional additional loan of $1.0 million and a conditional term extension of six months. The loan bears interest at 9.25% and carries a commitment fee of 2.5%. In addition, the Company will issue a common stock purchase warrant to TQLA covering the loan amount with a common stock value of $1.20 per share. As of March 31, 2022, the Company drew down $2.0 million of the note payable and issued 1.7 million warrants.

21

Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2022

(Unaudited)

In connection with the acquisition of Azuñia Tequila from Intersect, TQLA iswas entitled to receive up to 93.88% of the aggregate consideration payable under the Asset Purchase Agreement. On February 10, 2021 and April 19, 2021, the Company issued 1.2 million shares and 682,669 shares, respectively, of its common stock (the “Shares”) to certain affiliates of Intersect pursuant to an Asset Purchase Agreement dated September 12, 2019 by and between the Company and Intersect in respect of the Azuñia Tequila acquisition at a weighted-average of $4.67 per share and $1.82 per share, respectively. The Shares constituteconstituted the “Fixed Shares” due to Intersect pursuant to the Asset Purchase Agreement.

In addition, on September 16, 2019, the Company entered into a Subscription Agreement with Stephanie Kilkenny’s spouse, Patrick J. Kilkenny as Trustee For Patrick J. Kilkenny Revocable Trust (the “Kilkenny Trust”), in reliance on the exemption from registration afforded As of December 31, 2021, all shares held by Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder, pursuant to which the Company agreed to issue and sell to the Kilkenny Trust an aggregate of 55,555 units at a per unit price of $4.50. Each unit consists of one share of the Company’s common stock and a three-year warrant to acquire 0.5 shares of common stock at an exercise price of $5.50 per share.TQLA were sold.

 

On April 19, 2021, the Company issued $7.8million in principal amount of promissory notes as the Earnout Consideration. The loans mature in full on April 1, 2024and accrue interest at a rate of 6.0% 6.0% annually. TQLA received a total of 598,223shares of common stock and a promissory note in the principal amount of $6.9million. Robert Grammen a member of the Company’s Board and a member of Intersect, received a total of 22,027shares of the Company’s common stock and a promissory note in the principal amount of $0.1million. The notes have a 36-month term with maturity in April 2024. In October 2021, TQLA sold its promissory note in the principal amount of $6.9. million.

 

On February 5, 2021, the Company repaid other liabilities due to Intersect and TQLA in an amount of $0.7 million.

 

The Company believes that the foregoing transactions were in its best interests. Consistent with Section 78.140 of the Nevada Revised Statutes, it is the Company’s current policy that all transactions between it and its officers, directors and their affiliates will be entered into only if such transactions are approved by a majority of the disinterested directors, are approved by vote of the stockholders, or are fair to the Company as a corporation as of the time it is authorized, approved or ratified by the Board. The Company will continue to conduct an appropriate review of all related party transactions and potential conflicts of interest on an ongoing basis. The Company’s audit committee has the authority and responsibility to review, approve and oversee any transaction between the Company and any related person and any other potential conflict of interest situation on an ongoing basis, in accordance with Company policies and procedures in effect from time to time.

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Eastside Distilling, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

 

17.18. Subsequent Events

 

Debt extension

On April 19, 2022, the Company drew the conditional $1.0 million of the loan with TQLA and issued an additional 0.8 million warrants.

 

The

On April 1, 2022, the Company is finalizing an amendmentreduced the conversion price of the 6% secured convertible promissory notes to $1.30 per share as a result of issuing a common stock purchase warrant to TQLA covering its loan amount of $2.0 million with a common stock value of $1.20 per share.

On February 28, 2022, the Company expected a forbearance agreement with Live Oak while the parties finalize a further extendextension of the maturity date of its Loan Agreement withthe Live Oak.Oak facility. All other material terms of the Loan Agreement remain unchanged.

Securities Purchase Agreement for Private PlacementStock Issuances

On October 19, 2021, Company entered into a securities purchase agreement (“Purchase Agreement”) with an accredited investor (“Subscriber”) for its purchase of 2.5 million shares (“Preferred Shares”) of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at a purchase price of $1.00 per Preferred Share, which Preferred Shares are convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation Establishing Series B Preferred Stock ofApril 5, 2022, the Company with an initial conversion price of $sold 3.10 per share and 850,000 shares of common stock were reserved. In connection with the purchase of such Shares, the Subscriber received a warrant to purchase up to 116,666200,000 shares of common stock at an exercise price equal to its Chief Executive Officer for proceeds of $3.750.2 per share.

The Company received $2.5million in net proceeds from the closing, after deducting the legal fees of the Subscriber in connection with the transaction. The Company intends to use the proceeds for acquisition of capital equipment, working capital, and general corporate purposes.

The Series B Preferred Stock accrues dividends at a rate of 6% per annum, payable annuallybased on the last day of December of each year. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends are payable at the Company’s option either in cash or “in kind” in shares of common stock; provided, however that dividends may only be paid in cash following the fiscal year in which the Company has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for such year) of at least $0.5 million. For “in-kind” dividends, holders will receive that number of shares of common stock equal to (i) the amount of the dividend payment due such stockholder divided by (ii) the volume weighted averagemarket price of the common stock for the 90 trading days immediately preceding a dividendat that date.

At-the-Market Public Placements

During the period from September 20, 2021 to November 8, 2021, the Company sold 579,398 shares of common stock for net proceeds of $1.5 million in at-the-market public placements.

Other

On October 1, 2021, the Company issued 9,385 shares of common stock under the 2016 Plan to directors.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with the consolidated financial statements and notes. This section of the Quarterly Report includes “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events about the company or our outlook and involve uncertainties that could significantly impact results. You can identify forward-looking statements by the fact they do not relate to historical or current facts and by the use of words indicating anticipation or speculation such as “believe,” “expect,” “estimate,” “anticipate,” “will be,” “should,” “plan,” “project,” “intend,” “could” and similar words or expressions.

 

You should not place undue certainty on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that could cause our expectations to be unfulfilled include those discussed in Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 20202021 entitled “Risk Factors” as well as factors we have not yet anticipated.

 

Business Overview

 

Eastside Distilling, Inc. (the “Company,” “Eastside Distilling,” “we,” “us,” or “our,” below) was incorporated under the laws of Nevada in 2004 under the name of Eurocan Holdings, Ltd. In December 2014, we changed our corporate name to Eastside Distilling, Inc. to reflect our acquisition of Eastside Distilling, LLC. We operate in two segments. Our Spirits segment manufactures, acquires, blends, bottles, imports, markets and sells a wide variety of alcoholic beverages under recognized brands.brands in 34 U.S. states. Our Craft Canning and Bottling segment provides canning and bottling services to the craft beer and cider industries in Washington, Oregon and Colorado. We employ 7071 people in the United States.

 

Mission-What We Do

Our mission is to source, make and deliver the best in class, end-to-end craft spirits brands and product portfolio; and we contract pack and decorate cans and bottles with distinct capability and craftsmanship.

Strategy

Our spirits brands span several alcoholic beverage categories, including whiskey, vodka, gin, rum, tequila and Ready-to-Drink (“RTD”). We sell our products on a wholesale basis to distributors in open states, and brokers in control states. We operate a mobile craft canning and bottling businessCraft Canning + Bottling (“Craft C+B”) that primarily services the craft beer, cider and craft cider industries.kombucha business. Craft C+B operates 1416 mobile lines in Seattle and Spokane, Washington; Portland, Oregon; and Denver, Colorado.

Eastside Distilling is unique in several specific areas: (1) to our knowledge, we are the only craft spirits company listed on Nasdaq, (2) we do not function as a traditional craft distillery with store fronts relying on local sales, (3) we are diversified with our contract manufacturing division is diversified, and (4) we have a diversified portfolio of spirits brands. We are similar to other craft distillers in that (1) we have concentrated local volume, (2) we produce small batches and remain within the volume definition of “Craft”, and (3) our brands achieve success through differentiation, discovery and distribution.

 

The U.S. spirits marketplacemarket is occupied by large multi-national conglomerates with substantially more resources than Eastside Distilling. However, we can use our small size to be fast, focused, and flexible in our strategy. If we attempt to grow too quickly, we may lack the underlying strength required to build scale with loyalty via strong unaided awareness and powerfully derived attributes. Moreover, attempting to focus our “frame-of-reference” to compete with the biggest brands in the most expensive venues, is likely to fail withoutunless we first establishingestablish underlying brand equity.

 

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We will seek

Our strategy is to utilize our public company stature to our advantage and position to expand our two distinct businesses – Spirits and Craft C+B. Our spirits portfolio is to be positioned as a leading tier 2regional craft spirits provider that develops brands, expands geographic presence and positions for either a sale to a tier 1 supplier or continued ownership with growth in revenue and cash flow. We will look to grow and vertically integrate our Craft C+B business to expand our product offerings and improve our competitive position. These two segments are detailed below.

Segments

Spirits

Over the years, we have developed, matured, perfected, or acquired then launched many award-winning spirits while evolving to meet the growing demand for quality products and services associated with the burgeoning craft and premium beverage trade. Our portfolio includes originals like the Quercus garryana barrel-finished Burnside Whiskey family, Portland Potato Vodka, Hue-Hue Coffee Rum, and Azuñia Tequilas.

Burnside Whiskey Family – Our Burnside Whiskey Family celebrates the unique attributes of the native Oregon Oak tree (Quercus garryana). The unique complexity of each distinct whiskey comes from blending Oregon Oak barrels of differing sizes, char levels, and ages. After an initial experiment in 2012, we made it our mission to turn the Burnside program into a one-of-a-kind oak study.

Portland Potato Vodka – Our award-winning premium craft vodka is distilled four times to ensure a smooth finish. While most vodka is made from grain, we source award winning premium potato ethanol and blend it with pristine water sourced from Oregon.

Hue-Hue (pronounced “way-way”) Coffee Rum – Premium silver rum is blended with concentrated cold-brewed coffee and a small amount of Demerara sugar. We source fair-trade, single-origin Arabica coffee beans from the Finca El Paternal Estate in Huehuetenango, Guatemala that are lightly roasted for us by Portland Coffee Roasters.

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Azuñia Tequilas – Smooth, clean, tequilas crafted by Rancho Miravalle, a second generation, family-owned-and-operated estate, bursting with authentic flavor from the local terroir of Tequila Valley, Mexico. 100% pure Weber Blue Agave is harvested by hand, roasted in traditional clay hornos, and finished with a natural, open-air fermentation process. It is bottled on-site in small batches using a consistent process to deliver consistent field-to-bottle quality and exclusively exported by Agaveros Unidos de Amatitán.

Eastside Brands – We make the unique by blending together the unusual, craft inspired, experiential brands and high-quality artisan, in-and-out, seasonal and ongoing limited-edition products. Each Eastside-branded product is rare and hard-to-get with a peculiar balance of age and innovation, craftsmanship and curiosity, creativity and restraint.

Craft Canning portfolio.+ Bottling

With 10 years of experience in the canning business, we’ve become the West’s most trusted and premier mobile packaging provider. We serve locations in Oregon, Washington and Colorado. Our team of professionals have packaged hundreds of award-winning products across both established and innovative beverage segments - beer, wine, cider, RTD cocktails, kombucha, seltzer, and many more. We use extensive proprietary and data-driven quality control measures and a robust clean-in-place procedure in order to provide the best packaging service for our customers. We take great pride in helping local beverage producers expand their distribution reach by using our service to offer industry-top quality and branding. Our greatest asset is the unmatched expertise of our talented group of packaging professionals who show up every day to go above and beyond to get the job done.

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Our Craft mobile team offers a variety of services and products, including:

High Mobile Canning Capacity – We operate 14 Wild Goose MC-250 machines, with the capacity to can over 150,000 barrels per year. In addition to the canning lines, we use custom in-house designed fully automated depalletizers and twist rinses.

Large Craft Volumes – With capabilities of around 600-800 cases per shift, we can manage any volume. Averaging 40 cans per minute, each machine can do 100 cases per hour.

Dedicated Team – All of our employees are carefully and rigorously trained. A fully insured workforce is ready to take on any and all of the customer’s packaging needs. We believe in continuous improvement, and we understand the value of our clients’ products and dedicate ourselves to making every run a successful run.

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Quality Control – Hach Orbispheres measure our dissolved oxygen (“DO”) during packaging to ensure the lowest Total Packaged Oxygen for the customer’s can. We use luminometers and ATP swabs to ensure sanitation of our equipment. We can provide Zahm & Nagel volume meters to measure carbon dioxide (“CO2”) volumes in carbonated products before packaging. As masters of the “double seam” we frequently take on-site measurements with micrometers. We also offer CMC Kuhnke technology to generate even more accurate measurements in the form of visual seam reports.

Velcorin and Nitrogen Dosing – We have both velcorin and nitrogen dosing capabilities that supports microbial control and allows packaging of still products in addition to carbonated and nitrogenated beverages.

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Pre-printing and Outfeed Labeling – Bringing on advanced digital can printing technology from Hinterkopf in Q2 2022 allows us to offer customers both world-class aesthetics and full sustainability in an end-to-end branding and packaging solution, accessible from our smallest to our largest customers. We also provide outfeed labeling and the ability to package customer-provided branded cans of all varieties.
Location Flexibility – We allow our customers to choose the location of canning. We bring our mobile equipment to their facility, or our customers can bring their product to us for co-packing.

We secured an innovative printer that will revolutionize the growing custom canning operation. The new printer, the German-made Hinterkopf D240.2, is the only one of its kind on the West Coast and one of ten in the world. The new acquisition gives Craft C+B the ability to offer unparalleled customization and flexibility to craft beverage producers seeking direct printing for canning projects of all sizes. The new printer began operations in April 2022.

We print 12-ounce or 16-ounce cans in any quantity with any image, with a minimum order of 400 cans. This flexibility allows for custom graphics of limited releases, vintages, partnerships, and special events.

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In connection with the printer, we partnered with a leading can provider to provide quality canning services from end to end. The new partnership guarantees a current and future supply of domestically manufactured Crown cans, cost-effective solutions for our customers, and improved logistics for beverage producers.

 

Recent Developments

 

During 2020, Craft C+B experienced increased demandWe faced a number of challenges in both business segments in 2021 that have continued into 2022. The COVID-19 pandemic has had an enormous effect on both the mobile canning operation as well as spirits division. Increased competition, supply change issues and revenue growth as customers preferredrestructuring activities added to fill cans for a wider off-premise usage. In order to meet this demand, we investedperformance challenges in additional canning lines. This pandemic-fueled growth slowed during 2021 and Craft C+B is expected to perform more in line with pre-pandemic sales.that have continued into 2022.

 

The spirits beverage category saw increased volume in the first quarter of 2022, however, we did not benefit from this trend due to tough comparisons as we cycle Azuñia deep discounting that occurred in the first half of 2021 and the impact of distributor high stock levels at the end of 2021 resulting from lost distribution and decreased velocity. In addition, we faced challenges with distribution partners in the highly restrictive three-tier distribution system. Finally, we saw cost increases across much of our direct and indirect costs. While a substantial amount of our raw materials is owned, such as our whisky, and not susceptible to price inflation, imported tequila and other materials such as glass inflated through the year. These increases along with the aforementioned volume challenges negatively impacted gross margins resulting in underperforming the 2022 operating plan. This softness in wholesale sales was offset by the sale of nearly 800 barrels of rye whiskey sold for $1.5 million.

Craft C+B also continues to face unique challenges. Beginning mid-year 2020 and throughout 2021, the canningcraft beverage industry faced a shortage of aluminum cans. However, weDomestic aluminum can manufacturers continue to make adjustments to manage a supply demand imbalance into 2022. As a result, buyers of aluminum cans continue to face uncertainties. We believe we have sourced enoughan adequate supply of cans with a supply contract with Canadian Canning to supply our current business plan. While off-premise business has seen an increase in spirits sales, the customer focus has been on major brands and larger format bottles,In addition, suppliers have successfully passed through price increases, which we dodid not currently have onimmediately pass through to our customers. Moreover, this period of rapidly escalating prices left us at a competitive disadvantage to others that had a superior source of cans. We faced a number of competitive challenges from customers, which insourced both can purchasing as well as filling services after the national platform. Other partsstart of our business were negatively affected by mandated lockdowns and other related restrictions including a decrease in sales volume in on-premise accounts where products are typically consumed immediately, such as bars and restaurants. This negative trend has continued through the current period.

In response to the COVID-19 pandemic, we implemented specific measures to reduce the spread of the virus including having our employees work remotely whenever possible, screening visitors and workers before entering facilities, requiring visitors and employees to wear masks, and encouraging social distancing. These preventive measures have been effective as evidenced by the minimal number of COVID-19 cases between our workforce, vendors, and customers.

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Available Information

Our executive offices are located at 8911 NE Marx Drive, Suite A2, Portland, Oregon 97220. Our telephone number is (971) 888-4264 and our internet address is www.eastsidedistilling.com. The information on, or that may be, accessed from our website is not part of this quarterly report.pandemic.

 

Results of Operations

 

Overview

 

On February 2, 2021, our subsidiary, Redneck Riviera Whiskey Co, LLC (“RRWC”), entered into a Termination and Inventory Purchase Agreement (the “Termination Agreement”) with Rich Marks, LLC, John D. Rich Tisa Trust and Redneck Spirits Group, LLC (collectively the buyers referred to as “RSG”), pursuant to which, on February 5, 2021, RRWC sold all of its inventory of Redneck Riviera, Granny Rich, and Howdy Dew distilled spirits products, including finished goods, raw materials, and barrel inventory, as well as all assignable certificates of label approval/exemption, branding, permits, and registrations relating thereto, for $4.7 million. In addition, Eastside terminated its Amended and Restated License Agreement (the “License Agreement”) dated May 31, 2018 by and among Eastside, RRWC, Rich Marks, LLC, and John D. Rich TISA Trust U/A/D March 27, 2018, Dwight P. Miles, Trustee in exchange for $3.0 million. In connection with the Termination Agreement, the Company entered into a Supplier Agreement dated as of February 2, 2021 with RSG, pursuant to which the Company will produce certain products and perform specified services for RSG for a six month period on the terms and conditions set forth in the Supplier Agreement. The Company did not incur any penalties as a result of the termination of the License Agreement.

As of and for the nine months ended September 30, 2021, the assets, liabilities, revenue, expenses and cash flows from retail operations and the RRWC business have been classified as discontinued operations and recorded separately from continuing operations. For comparative purposes, prior period amounts have been reclassified to conform to current period presentation.

Consolidated Statements of Operations Data for the NineThree Months Ended September 30,March 31, 2022 Compared to the Three Months Ended March 31, 2021 and 2020

 

(Dollars in thousands) 2021  2020  2022  2021  Variance 
Sales $10,138  $11,242  $3,780  $3,243  $537 
Less customer programs and excise taxes  525   673   40   95   (55)
Net sales  9,613   10,569   3,740   3,148   592 
Cost of sales  6,575   7,019   2,793   2,605   188 
Gross profit  3,038   3,550   947   543   181 
Sales and marketing expenses  1,900   3,289   647   857   (210)
General and administrative expenses  5,913   6,789   1,930   1,924   6 
(Gain) loss on disposal of property and equipment  421   (131)
Loss on disposal of property and equipment  -   61   (61)
Total operating expenses  8,234   9,947   2,577   2,842   (265)
Loss from operations  (5,196)  (6,397)  (1,630)  (2,299)  669 
Interest expense  (885)  (875)  (406)  (126)  (280)
Other income  2,242   37   -   2,200   (2,200)
loss from continuing operations  (3,839)  (7,235)
Income (loss) from discontinued operations  3,869   (227)
Loss from continuing operations  (2,036)  (225)  (1,811)
Income from discontinued operations  -   3,933   (3,933)
Preferred stock dividends  (38)  -   (38)
Net income (loss)  30   (7,462) $(2,074) $3,708  $(5,782)
Deemed dividend-warrant price protection-revaluation adjustment  (2,288)  - 
Net loss attributable to common shareholders $(2,258) $(7,462)
Gross margin  32%  34%  25%  17%  8%

 

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Nine Months Ended September 30, 2021 Compared toSegment information was as follows for the Nine Months Ended September 30, 2020three months ended March 31, 2022 and 2021:

(Dollars in thousands) 2022  2021  Variance 
Spirits            
Sales $2,704  $1,333  $1,371 
Net sales  2,664   1,238   1,426 
Cost of sales  1,682   1,054   628 
Gross profit  982   184   798 
Total operating expenses  1,269   1,696   (427)
Net income (loss) $(682) $4,111  $(4,793)
Gross Margin  37%  15%  22%
             
Craft C+B            
Sales $1,076  $1,909  $(833)
Net sales  1,076   1,909   (833)
Cost of sales  1,111   1,551   (440)
Gross profit  (35)  358   (393)
Total operating expenses  1,308   1,147   161 
Net (loss) $(1,354) $(405) $(949)
Gross Margin  -3%  19%  -22%

 

Sales

 

Our salesSales for the ninethree months ended September 30, 2021 decreasedMarch 31, 2022 increased to $10.1$3.8 million from $11.2$3.2 million for the ninethree months ended September 30, 2020 primarilyMarch 31, 2021.

Sales of spirits during the quarter increased from sales during the three months ended March 31, 2021 due to Craft C+B. During 2021,a single sale of 798 barrels of 95% rye whiskey ranging in age from three-year-old to eight-year-old for gross proceeds of $1.5 million. This was partially offset by softness in Azuñia volume and corresponding negative mix impact of $(0.2) million resulting from deep discounting in the craft beer canning industry supply chain restrictions have become less impactful and on-premise accounts have opened from the COVID pandemic, brewers have begun to purchase raw material again and shift sales to the on-premise bottle and keg packages. This year-on-year shift in supply and return to on-premise sales caused the mobile beer canning industry to service smaller runs at higher costs suppressing sales and margin. In addition, salesfirst half of spirits were down from last year due to Azuñia supply chain constraints, discontinuing our legacy spirits brands and slower distribution expansion outside Oregon due to distributor issues.2021. The following table compares our sales duringpresents volumes by nine-liter cases for the ninethree months ended September 30, 2021March 31, 2022 and 2020, and excludes the retail tasting room and Redneck Riviera sales that have been classified as discontinued operations:2021:

 

(Dollars in thousands) 2021     2020    
Wholesale finished goods $4,234   42% $4,471   40%
Canning & Bottling  5,898   58%  6,692   60%
Bulk spirit sales  6   0%  79   0%
Total $10,138      $11,242     

9 liter cases 2022  2021  Variance 
Azuñia  2,059   2,910   (851)
Burnside  1,005   1,025   (21)
Hue-Hue  84   121   (37)
PPV  4,301   4,664   (363)
Eastside Brands  68   -   68 
Legacy Brands  11   175   (164)
   7,527   8,895   (1,368)

 

Craft C+B sales decreased due to a combination of factors including cycling the end of the pandemic where on-premise consumption had yet to open up in 2021, a trend to insource can purchasing and filling by larger customers and increased competition.

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Customer Programsprograms and Excise Taxesexcise taxes

 

Customer programs and excise taxes totaled $0.1 million for both the ninethree months ended September 30, 2021 decreased to $0.5 million from $0.7 million for the nine months ended September 30, 2020 primarily due to a reduction in discounting.March 31, 2022 and 2021.

 

Cost of Sales

 

Cost of sales consists of theall direct costs of ingredients utilized in the production ofrelated to both spirits manufacturing and/orand canning for service, labor, and overhead, warehousing rent, packaging, and in-bound freight charges. For the ninethree months ended September 30, 2021March 31, 2022, cost of sales increased to $2.8 million from $2.6 million for the three months ended March 31, 2021. Spirit’s cost of sales increased due to higher sales primarily from the sale of our wholesale spirits. Craft C+B cost of sales decreased to $6.6 million from $7.0 million for the nine months ended September 30, 2020 primarily due to lower sales offset by higher cost of goods and in-bound freight.lower compensation costs.

 

Gross Profit and Gross Margin

 

Gross profit is calculated by subtracting the cost of products sold from net sales. Gross profit for the three months ended March 31, 2022 increased to $0.9 million from $0.5 million for the three months ended March 31, 2021.

Gross margin is gross profitsprofit stated as a percentage of net sales.

The following table compares our gross profit and gross margin for the nine months ended September 30, 2021 and 2020:

(Dollars in thousands) 2021  2020 
Gross profit $3,038  $3,550 
Gross margin  32%  34%

Our gross margin of 32% of net sales in25% for the ninethree months ended September 30, 2021 decreasedMarch 31, 2022 increased from 34%our gross margin of 17% for the ninethree months ended September 30, 2020March 31, 2021. Spirits gross margin increased primarily due to higher costthe sale of goods and in-bound freight.

Our goal is to improve our overallwholesale spirits. Craft C+B’s gross margin by increasingdecreased primarily due to lower sales of services, a change in product and service mix, and higher raw material costs. In addition, Craft C+B launched its digital can printing business subsequent to first quarter ending, however it continued to incur costs with no associated revenue during the efficiencies and reducing the footprint of our production facility as well as to evaluate the materials in our finished goods to create economies of scale by creating consistency among the dry goods across our brands.three months ended March 31, 2022.

 

Sales and Marketing Expenses

 

Sales and marketing expenses for the ninethree months ended September 30, 2021March 31, 2022 decreased to $1.9$0.6 million from $3.3$0.9 million for the ninethree months ended September 30, 2020March 31, 2021 primarily due to a $1.2 million decrease in marketing spend and compensation related to lower headcount primarily in sales as we continue to focus our sales efforts in key markets west of the RockiesOregon, California, Arizona, Colorado, Texas, Florida, and select other regions.Washington.

 

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General and Administrative Expenses

 

General and administrative expenses for both the ninethree months ended September 30,March 31, 2022 and 2021 decreased to $5.9were flat at $1.9 million from $6.8 million for the nine months ended September 30, 2020 primarily due to a decrease in non-cash expenses related to depreciation and amortization from the Craft C+B acquisition and leasehold improvements tocompensation as our production facility.overall headcount decreased, offset by rent as we entered into new leases.

 

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Other Income (Expense)

 

Total otherOther income net, was $2.2 million for the ninethree months ended September 30,March 31, 2021 comparedand was attributable to $0 million for the nine months ended September 30, 2020 primarily due to forgiveness of our loans under the U.S. government Paycheck Protection Program (“PPP Loans”) and the remeasurement of deferred consideration for the final Azuñia earn-out.

Net Income (Loss)

 

Net incomeloss was $0.1 million for the nine months ended September 30, 2021 compared to a net loss of $(7.5) million for the nine months ended September 30, 2020 primarily due to total other income (expense) and income (loss) from discontinued operations.

Deemed Dividend - Warrant Price Protection-Revaluation Adjustment

Deemed dividend - warrant price protection-revaluation adjustment was $2.3 million for the nine months ended September 30, 2021 and related to the exercise of outstanding warrants.

Consolidated Statements of Operations Data for the Three Months Ended September 30, 2021 and 2020

(Dollars in thousands) 2021  2020 
Sales $3,277  $4,275 
Less customer programs and excise taxes  114   257 
Net sales  3,163   4,018 
Cost of sales  2,017   2,614 
Gross profit  1,146   1,404 
Sales and marketing expenses  489   806 
General and administrative expenses  1,801   2,346 
(Gain) loss on disposal of property and equipment  360   (112)
Total operating expenses  2,650   3,040 
Loss from operations  (1,504)  (1,636)
Interest expense  (414)  (252)
Other income  25   37 
Loss from continuing operations  (1,893)  (1,851)
Income (loss) from discontinued operations  (17)  84 
Net loss  (1,910)  (1,767)
Deemed dividend-warrant price protection-revaluation adjustment  (2,288)  - 
Net loss attributable to common shareholders $(4,198) $(1,767)
Gross margin  36%  35%

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Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020

Sales

Our sales for the three months ended September 30, 2021 decreased to $3.3 million from $4.3$(2.0) million for the three months ended September 30, 2020 primarily due to Craft C+B. During 2021, the craft beer canning industry supply chain restrictions have become less impactful and on-premise accounts have openedMarch 31, 2022 from the COVID pandemic, brewers have begun to purchase raw material again and shift sales to the on-premise bottle and keg packages. This year-on-year shift in supply and return to on-premise sales caused the mobile beer canning industry to service smaller runs at higher costs suppressing sales and margin. In addition, salesnet income of spirits were down from last year due to Azuñia supply chain constraints, California distributor management of Portland Potato Vodka and slower distribution expansion outside Oregon due to distributor issues. The following table compares our sales during the three months ended September 30, 2021 and 2020, and excludes the retail tasting room and Redneck Riviera sales that have been classified as discontinued operations:

(Dollars in thousands) 2021     2020    
Wholesale finished goods $1,475   45% $1,622   38%
Canning & Bottling  1,798   55%  2,634   62%
Bulk spirit sales  4   0%  19   0%
Total $3,277      $4,275     

Customer Programs and Excise Taxes

Customer programs and excise taxes for the three months ended September 30, 2021 decreased to $0.1 million from $0.3$3.7 million for the three months ended September 30, 2020 primarily due to a reduction in discounting.March 31, 2021.

 

Cost of SalesPreferred Stock Dividends

 

Cost of sales consists of the costs of ingredients utilized in the production of spirits, manufacturing and/or service labor and overhead, warehousing rent, packaging, and in-bound freight charges. For the three months ended September 30, 2021 cost of sales decreased to $2.0 million from $2.6 millionPreferred stock dividends were $37,500 for the three months ended September 30, 2020 in line with the reduction in sales.

Gross Profit and Gross Margin

The following table compares our gross profit and gross margin for the three months ended September 30, 2021 and 2020:

(Dollars in thousands) 2021  2020 
Gross profit $1,146  $1,404 
Gross margin  36%  35%

Our gross margin of 36% in the three months ended September 30, 2021 increased from 35% for the three months ended September 30, 2020 primarily due to an improvement in Spirts margins partially offset by lower margins for Craft C+B.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended September 30, 2021 decreased to $0.5 million from $0.8 million for the three months ended September 30, 2020 primarily due to a $0.3 million decrease in compensation related to lower headcount primarily in sales as we focus our sales efforts in markets west of the Rockies and select other regions.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2021 decreased to $1.8 million from $2.3 million for the three months ended September 30, 2020 primarily due to a decrease in non-cash expenses related to depreciation and amortization from the Craft C+B acquisition and leasehold improvements to our production facility.

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Net Loss

Net loss was $(1.9) million for the three months ended September 30, 2021 and $(1.8) million for the three months ended September 30, 2020 primarily due to lower gross profit and net income (loss) from discontinued operations, offset by decreased operating expenses.

Deemed Dividend - Warrant Price Protection-Revaluation Adjustment

Deemed dividend - warrant price protection-revaluation adjustment was $2.3 million for the three months ended September 30, 2021March 31, 2022 and related to the exerciseSeries B preferred stock dividend of outstanding warrants.6% per annum.

 

Liquidity and Capital Resources

 

Our primary capital requirements are for cash used in operating activities and the repayment of debt. Funds for our cash and liquidity needs have historically not been generated from operations but rather from short-term credit in the form of extended payment terms from suppliers as well as proceeds from the sale of convertible debt and equity financings. We have been dependent on raising capital from debt and equity financings to meet our operating needs.

 

To help ensure adequate liquidity in lightDuring 2021, our working capital position improved by $22.0 million, primarily due to the conversion of uncertainties posed bya large portion of debt into equity related to our acquisition of the COVID-19 pandemicAzuñia brand. In addition, during 2020, we applied for and received a PPP Loan of $1.4 million. During 2021, the Small Business Administration (“SBA”) notified us that it approved our request for full forgiveness of the PPP LoanLoans that we took in 2020 in the principal amount of $1.4 million.

 

For the three months ended March 31, 2022, we incurred a net loss of $ 2.0 million and had an accumulated deficit of $60.7 million. During the three months ended March 31, 2022, we raised $2.0 million in additional capital through debt financing to invest in our three-year growth plan.

We continue to make substantial investments in Craft C+B, which we believe will deliver improved results later in 2022, in part due to our acquisition of a state-of-the-art digital can printer that will add incremental services and revenue.

As of September 30, 2021,March 31, 2022, we had $2.8$2.6 million of cash on hand with working capital of $5.5$3.8 million. Our working capital has increased $22.9 million from December 31, 2020 as we have increased our cash and prepaid balances and repaid or refinanced current debt since year-end. Our ability to meet our ongoing operating cash needs over the next 12 months depends on growing revenues and gross margins, and generating positive operating cash flow, primarily through increased sales, improved profit growth,profitable operations, and controlling expenses. If we are unable to obtain additional financing, or additional financing is not available on acceptable terms, we may seek to sell assets, reduce operating expenses, reduce or eliminate marketing initiatives, and take other measures that could impair our ability to be successful.initiatives.

 

Our cash flow results for the ninethree months ended September 30,March 31, 2022 and 2021 and 2020 were as follows:

 

(Dollars in thousands) 2021  2020  2022  2021 
Net cash flows provided by (used in):                
Operating activities $(2.6) $(2.9) $(0.1) $1.4 
Investing activities $3.3  $0.2  $(1.4) $3.4 
Financing activities $1.3  $3.2  $0.9  $(3.6)

 

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Operating Activities

 

Total cash used in operating activities was $2.6$0.1 million during the ninethree months ended September 30, 2021March 31, 2022 compared to $2.9cash provided of $1.4 million during the ninethree months ended September 30, 2020.March 31, 2021. The decrease in cash usage was primarily attributedattributable to improved management ofan increase in prepaid expenses related to our operating assets and liabilities, as well as net cash from operating activities of discontinued operations.strategy to shift Craft C+B to offer digital can printing services in the Pacific Northwest.

 

Investing Activities

 

Total cash provided byused in investing activities was $3.3$1.4 million during the ninethree months ended September 30,March 31, 2022 representing our investment in digital can printing equipment, compared to cash provided of $3.4 million during the three months ended March 31, 2021, andwhich consisted of $3.4 million received for the Termination Agreement with RSG. During the nine months ended September 30, 2020, we received proceeds from sales of fixed assets of $0.6 million and incurred capital expenditures of $0.4 million.

 

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Financing Activities

 

Total cash provided by financing activities was $1.3$0.9 million during the ninethree months ended September 30, 2021March 31, 2022 compared to $3.2cash used of $3.6 million during the ninethree months ended September 30, 2020.March 31, 2021. Net cash flows provided by financing activities during the ninethree months ended September 30, 2021March 31, 2022 consisted of the proceeds from secured credit facilities of $3.3 million, the issuance of common stock from the warrant exercise for cash, net of expenses, of $2.4 million, and proceeds from the issuance of common stocka note payable with a related party of $2.0 million; offset by $3.5$0.9 million of principal payments of our secured credit facilities and $2.8$0.2 million of payments on principal of notes payable. Net cash flows provided byused in financing activities during the ninethree months ended September 30, 2020 primarilyMarch 31, 2021 consisted of $6.3$3.4 million of proceeds frompayments reducing the establishmentbalance of a newour secured credit facility; offset by $3.0 million payoff and termination of the existing securedtrade credit facility $1.4and $0.2 million of proceeds frompayments reducing the Paycheck Protection Program and $0.1 million in proceeds from debt borrowing on an existing lineprincipal balance of credit with our bank.notes payable.

Lines of Credit

 

SinceFrom 2019 until December 2021, we utilized an existing accounts receivable factoring line of credit with ENGS Commercial Capital, LLC (“ENGS”) that providesprovided for a minimum of $0.5 million purchased accounts receivable and a maximum of $1.0 million of purchased accounts receivable. The advance rate iswas 85%, and interest iswas charged against the greater of $0.5 million or the total funds advanced at a rate of 5% plus the prime rate published in the Wall Street Journal. The Company factored $1.3$2.4 million of invoices during the periodyear ended September 30,December 31, 2021. As of September 30,In December 2021, the Company had $0.1 million of factored invoices outstanding.our agreement with ENGS expired and we are no longer factoring Craft C+B receivables.

 

Since 2019, we utilized an existing accounts receivable factoring line of credit with Park Street Financial Services, LLC. The advance rate is 75%, and interest is charged at a rate of 2.4% for the first 30 days plus 1.44% for each additional ten-day period. The Company factored $0.3 million of invoices during the periodyear ended September 30,December 31, 2021. As of September 30, 2021,March 31, 2022, the Company had $0 million ofno factored invoices outstanding.

 

Inventory Line

 

In January 2020, we and our subsidiaries entered into a loan agreement with Live Oak Banking Company (“Live Oak”) for a loan in an aggregate principal amount not to exceed the lesser of (i) $8.0 million and (ii) a borrowing base of up to 85% of the appraised value of the borrowers’ eligible inventory of whisky in barrels or totes less an amount equal to all service fees or rental payments owed by borrowers during the 90 day period immediately succeeding the date of determination to any warehouses or bailees holding eligible inventory (the “Live Oak Loan”). The Live Oak Loan is secured by all assets of the Company excluding accounts receivable and certain other specified excluded property. The Live Oak Loan bears interest at a variable rate of interest equal to (i) two and 49/100ths percent (2.49%) per annum plus (ii) the Prime Rate as published in The Wall Street Journal, adjusted on a calendar quarterly basis. Interest is payable monthly. Additionally, the Company issued to Live Oak 100,000 warrants to purchase common stock at an exercise price of $3.94 per share. The proceeds of the Live Oak Loan were used to pay off all principal and accrued interest under the TQLA Note of $0.9 million and all principal and interest under loan issued pursuant to that Credit and Security Agreement, by and between the Company and The KFK Children’s Trust, Jeffrey Anderson – Trustee of $3.0 million. As of September 30, 2021, the balance of the Live Oak Loan was $3.0 million. The loan matured on November 11, 2021. We are finalizing an amendmentOn February 28, 2022, Live Oak and the Company entered into a forbearance agreement while the parties finalize a further extension of the maturity date. On February 4, 2022, we repaid $0.9 million of the loan, reducing the principal balance to further extend it.$1.9 million as of March 31, 2022.

 

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Critical Accounting Policies

 

The discussion and analysis of the Company’s financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with United States. generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

 

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In connection with the preparation of our financial statements for the three months ended March 31, 2022, there was one accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results, as follows:

Intangible Assets

 

On September 12, 2019, we purchased the Azuñia brand, the direct sales team, existing product inventory, supply chain relationships and contractual agreements from Intersect Beverage, LLC, an importer and distributor of tequila and related products. The Azuñia brand has been determined to have an indefinite life and will not be amortized. We do, however, on an annual basis, test the indefinite life for impairment. If the indefinite life is found to be impaired, then we will estimate its useful life and amortize the asset over the remainder of its useful life.

 

We estimate the brand’s fair value using discounted estimated future cash flows or market information and will impair it when its carrying amount exceeds its estimated fair value, in which case we will write it down to its estimated fair value. We consider market values for similar assets when available. Considerable management judgment is necessary to estimate fair value, including making assumptions about future cash flows, net sales and discount rates.

 

We have the option, before quantifying the fair value, to evaluate qualitative factors to assess whether it is more likely than not that our brand is impaired. If we determine that is not the case, then we are not required to quantify the fair value. That assessment also takes considerable management judgment.

 

Based on our assumptions, we believe that, as of March 31, 2022, the Azuñia brand iswas not impaired.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurances that the information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

 

34

We conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act)), under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer havehas concluded that these disclosure controls and procedures were effective as of September 30, 2021.March 31, 2022.

 

There were no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2021,March 31, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II: OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

On December 15, 2020, Grover Wickersham filed a complaint in the United States District Court for the District Court of Oregon against the Company. Mr. Wickersham, the former CEO and Chairman of the Board of the Company, has asserted causes of action for fraud in the inducement, breach of contract, breach of the implied covenant of good faith and fair dealing, defamation, interference with economic advantage, elder financial abuse, and dissemination of false and misleading proxy materials. The Company disputes the allegations and intends to defend the case vigorously.

 

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We are not currently subject to any other material legal proceedings; however, we could be subject to legal proceedings and claims from time to time in the ordinary course of our business, or legal proceedings we considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and divert management resources.

 

ITEM 1A – RISK FACTORS

 

There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 20202021 and incorporated therein by reference.

 

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 – OTHER INFORMATION

 

None

 

ITEM 6 – EXHIBITS

 

Exhibit No. Description
   
31.1 * Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2 *Certification ofand Chief Financial Officer pursuant to Rule 13a-14(a).
32.1 * Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2 *Certification ofand Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Schema Linkbase Document
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 EASTSIDE DISTILLING, INC.
   
Date: November 15, 2021May 16, 2022By:/s/ Paul BlockGeoffrey Gwin
  Paul BlockGeoffrey Gwin
  Chief Executive Officer
  (Principal Executive Officer)
 
Date: November 15, 2021May 16, 2022By:/s/ Geoffrey Gwin
  Geoffrey Gwin
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

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