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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 8, 2023
EASTSIDE
DISTILLING, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38182 |
|
20-3937596 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2321
NE Argyle Street, Unit D
Portland,
Oregon 97211
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (971) 888-4264
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). 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. ☐
Item
2.02 Results of Operations and Financial Condition.
On
August 14, 2023, Eastside Distilling, Inc. (the “Company”) issued a press release announcing financial results for the fiscal
quarter ended June 30, 2023. The text of the press release is furnished as Exhibit 99.1 to this current report.
Item
7.01 Regulation FD Disclosure.
On
August 14, 2023, Eastside issued a press release, the text of which is furnished as Exhibit 99.1 to this current report. The press release
reported that Eastside has accompanied earnings with an updated investor presentation. The presentation may be reviewed at the Investor
Information section of Eastside’s website at eastsidedistilling.com/events-and-presentations.
The
information in this Item 2.02, 7.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise
subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless
expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information
contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before
or after the date hereof, regardless of any general incorporation language in such filing.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Directors
On
August 8, 2023, the Board of Directors (the “Board”) of the Company accepted the resignation of Mr. Joseph Giansante from
the Board, effective August 11, 2023.
On
August 8, 2023, the Board appointed Mr. Geoffrey Gwin to serve as a member of the Board beginning August 11, 2023 and until his successor
is duly elected and qualifies or until his earlier death, resignation, or removal. Information concerning Mr. Gwin follows.
Geoffrey
Gwin was appointed as the Company’s Chief Executive Officer on February 1, 2022 and Chief Financial Officer as of June 15,
2020. Mr. Gwin previously served as a member of the Board of Directors from August 2019 through June 2020. Mr. Gwin formed Group G Capital
Partners, LLC in 2003 and has continuously managed its related strategies as its Chief Investment Officer. From June 2018 until February
2020, Mr. Gwin was a Member of Quad Capital Management Advisors, LLC and the Managing Member of Group G Capital Partners, LLC. Mr. Gwin
is a Board Observer of SMArtX Advisory Solutions, Inc., a private company offering technology solutions to wealth advisors, RIA’s
and other financial services firms. Mr. Gwin has held positions at Symphony Asset Management, BHF-BANK Aktiengesellschaft, and Citibank,
Inc. over the last two decades. Mr. Gwin holds a Bachelor of Science in Business from Wake Forest University and is a Chartered Financial
Analyst.
SIGNATURE
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 hereunto duly authorized.
Date:
August 14, 2023
|
EASTSIDE
DISTILLING, INC. |
|
|
|
|
By: |
/s/
Geoffrey Gwin |
|
|
Geoffrey
Gwin |
|
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
99.1
Eastside
Distilling Reports Second Quarter 2023 Financial Results
Company
to Host Conference Call at 5:00pm ET Today
PORTLAND,
Oregon, August 14, 2023 /PRNewswire/ — Eastside Distilling, Inc. (NASDAQ: EAST) (“Eastside” or the “Company”),
a consumer-focused beverage company that builds craft inspired experiential brands and high-quality artisan products around premium spirits,
digital can printing, co-packing and mobile filling, reported second quarter end 2023 financial results for the period ended June 30,
2023.
Second
Quarter 2023 Highlights:
|
● |
Craft C+P reports a 43%
increase in net sales from the prior-year second
quarter |
|
● |
Craft C+P printed a record
number of cans for four consecutive months, over 4 million cans in the quarter, and achieved positive EBITDA for the Craft C+P segment
in June 2023 |
|
● |
Spirits made incremental
progress cutting operating losses from the prior-year second quarter |
“While
I am extremely pleased with the increase in digital can sales, the Company made progress improving operations across both of its businesses,”
said Geoffrey Gwin, Eastside’s CEO. “Craft has become the preeminent decorated digital can provider in the Pacific Northwest
and our spirits business has made more progress in reaching our goal of EBITDA profitability than we expected at this point in the year.”
Financial
Results
Gross
sales for the three months ending June 30, 2023 decreased to $2.8 million from $5.1 million due to bulk spirits sales of $2.6 million
for the three months ending June 30, 2022. Excluding bulk spirits sales, gross sales increased $0.2 million from the prior-year quarter.
Craft C+P sales increased due to digital can printing as that business segment won new customers and expanded business with existing
customers.
Gross
profit for the three months ending June 30, 2023 decreased to $26,000 from $1.5 million due to bulk spirits sales gross profit of $1.6
million for the three months ending June 30, 2022. Excluding bulk spirits gross profit, gross profit increased $0.2 million from the
prior-year quarter. Gross margin was 1% for the three months ending June 30, 2023 and 30% for the three months ending June 30, 2022.
Last year’s gross margins were due to selling a portion of our inventory of highly valuable whiskey inventory. Craft margins increased
sequentially as digital can printing volumes improved through the quarter.
Operating
costs for the three months ending June 30, 2023 decreased to $1.4 million from $2.6 million for the three months ending June 30, 2022
primarily related to decreased compensation related to headcount, professional fees and sponsorship
costs. The Company has undertaken a broad restructuring in spirits which has lowered sales and realigned investment focusing on the most
profitable spirits brands and regions.
Net
loss for the three months ending June 30, 2023 decreased to $1.6 million from $1.8 million, which included bulk spirits sales
net income of $1.6 million for the three months ending June 30, 2022. Excluding bulk spirits net income, net loss was reduced by
$1.7 million from the prior-year quarter. The Company reported adjusted EBITDA of $(1.0) million and $(0.4) million for the three months
ending June 30, 2023 and 2022, respectively. Excluding bulk spirits adjusted EBITDA of $1.6 million for the three months ending June
30, 2022, adjusted EBITDA improved $1.0 million from the prior-year quarter. (See description of adjusted EBIDTA in “Use of Non-GAAP
Measures” below.)
During
the six months ending June 30, 2023, the Company sold 135,167 shares of common stock in at-the-market public placements with the proceeds
used to fund operations and invest in working capital primarily in its digital can printing business.
The
Company is reaffirming guidance that Craft C+P will continue to see improvements by printing a record number of cans and generating cash
flow in the third quarter of 2023, and spirits will further reduce its operating loss in the third quarter.
Reverse Stock
Split
The
Company effected a 1-for-20 reverse common stock split on May 12, 2023. All shares and per share information in this earnings release
have been adjusted to give effect to this reverse stock split.
The
Company will give further updates on its earnings conference call.
Use
of Non-GAAP Measures
Eastside
Distilling’s management evaluates and makes operating decisions using various financial metrics. In addition to the Company’s
GAAP results, management also considers the non-GAAP measure of adjusted EBITDA as a supplement to GAAP results. Management believes
this non-GAAP measure provides useful information about the Company’s operating results and assists investors in comparing the
Company’s performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative
of its core operating performance.
The
Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, stock-based compensation, and other
one-time items. The table below provides a reconciliation of this non-GAAP financial measure with the most directly comparable GAAP financial
measure.
Second
Quarter 2023 Conference Call Details
Date
and Time: Monday, August 14, 2023 at 5:00pm ET
Call-in
Information: Interested parties can access the conference call by dialing (844) 889-4332 or (412) 717-9595.
Live
Webcast Information: Interested parties can access the conference call via a live Internet webcast, which is available in the Conference
Calls section of the Company’s website at https://www.eastsidedistilling.com/conference-calls.
Presentation
Information: Slides relating to this earnings release can be found on the Company’s website in the Events and Presentations
section of the Investor page at https://www.eastsidedistilling.com/events-and-presentations
Replay:
A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, replay access code #2681925.
A webcast replay will be available in the Conference Calls section of the Company’s website at https://www.eastsidedistilling.com/conference-calls
for 90 days.
About
Eastside Distilling
Eastside
Distilling, Inc. (NASDAQ: EAST) has been producing high-quality, award-winning craft spirits in Portland, Oregon, since 2008. The Company
is distinguished by its highly decorated product lineup that includes Azuñia Tequilas®, Burnside Whiskeys®, Hue-Hue Coffee
Rum®, and Portland Potato Vodkas®. All Eastside spirits are crafted from natural ingredients for quality and taste. Eastside’s
Craft Canning + Printing subsidiary is one of the Northwest’s leading independent mobile canning, co-packing and digital can printing
businesses.
Important
Cautions Regarding Forward-Looking Statements
Certain
matters discussed in this press release may be forward-looking statements that reflect our expectations or anticipations rather than
historical fact. Such matters involve risks and uncertainties that may cause actual results to differ materially, including the following:
changes in economic conditions, general competitive factors, the Company’s ongoing financing requirements and ability to achieve
financing, acceptance of the Company’s products in the market, the Company’s success in obtaining new customers, the Company’s
ability to execute its business model and strategic plans, and other risks and related information described from time to time in the
Company’s filings with the Securities and Exchange Commission (“SEC”). A detailed discussion of the most significant
risks can be found in the “Risk Factors” section of the Company’s Annual Report on Form 10-K. The Company assumes no
obligation to update the cautionary information in this press release.
Financial
Summary Tables
The
following financial information should be read in conjunction with the unaudited financial statements and accompanying notes filed by
the Company with the Securities and Exchange Commission on Form 10-Q for the period ended June 30, 2023, which can be viewed at www.sec.gov
and in the investor relations section of the Company’s website at www.eastsidedistilling.com/investors.
Eastside
Distilling, Inc. and Subsidiaries
Consolidated
Balance Sheets
Dollars
in thousands, except share and per share
|
|
June
30, 2023 |
|
|
December
31, 2022 |
|
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
839 |
|
|
$ |
723 |
|
Trade receivables, net |
|
|
926 |
|
|
|
876 |
|
Inventories |
|
|
3,610 |
|
|
|
4,442 |
|
Prepaid expenses and current
assets |
|
|
768 |
|
|
|
579 |
|
Total current assets |
|
|
6,143 |
|
|
|
6,620 |
|
Property and equipment, net |
|
|
5,156 |
|
|
|
5,741 |
|
Right-of-use assets |
|
|
2,492 |
|
|
|
2,988 |
|
Intangible assets, net |
|
|
5,576 |
|
|
|
5,758 |
|
Other assets, net |
|
|
340 |
|
|
|
369 |
|
Total
Assets |
|
$ |
19,707 |
|
|
$ |
21,476 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’
Equity (Deficit) |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
2,363 |
|
|
$ |
1,728 |
|
Accrued liabilities |
|
|
1,481 |
|
|
|
1,509 |
|
Deferred revenue |
|
|
154 |
|
|
|
18 |
|
Current portion of secured
credit facilities, net of debt issuance costs |
|
|
3,513 |
|
|
|
3,442 |
|
Current portion of note
payable, related party |
|
|
4,654 |
|
|
|
4,598 |
|
Current portion of notes
payable |
|
|
7,749 |
|
|
|
- |
|
Current portion of lease
liabilities |
|
|
803 |
|
|
|
991 |
|
Other current liability,
related party |
|
|
1,224 |
|
|
|
725 |
|
Total current liabilities |
|
|
21,941 |
|
|
|
13,011 |
|
Lease liabilities, net of current portion |
|
|
1,804 |
|
|
|
2,140 |
|
Note payable, related party |
|
|
- |
|
|
|
92 |
|
Notes payable, net of current portion |
|
|
- |
|
|
|
7,749 |
|
Total liabilities |
|
|
23,745 |
|
|
|
22,992 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
|
Common
stock, $0.0001 par value; 1,750,000 shares authorized; 968,176 and 809,963 shares issued and outstanding as of June 30, 2023 and
December 31, 2022, respectively |
|
|
- |
|
|
|
- |
|
Preferred
stock, $0.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding as of both June 30, 2023 and December
31, 2022 |
|
|
- |
|
|
|
- |
|
Additional paid-in capital |
|
|
74,299 |
|
|
|
73,505 |
|
Accumulated deficit |
|
|
(78,337 |
) |
|
|
(75,021 |
) |
Total
stockholders’ equity (deficit) |
|
|
(4,038 |
) |
|
|
(1,516 |
) |
Total
Liabilities and Stockholders’ Equity (Deficit) |
|
$ |
19,707 |
|
|
$ |
21,476 |
|
Eastside
Distilling, Inc. and Subsidiaries
For
the Three and Six Months Ended June 30, 2023 and 2022
(Dollars
and shares in thousands, except per share amounts)
(Unaudited)
Consolidated
Statements of Operations:
|
|
Three
Months Ended June 30, |
|
|
Six
Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
2,757 |
|
|
$ |
5,123 |
|
|
$ |
5,636 |
|
|
$ |
8,903 |
|
Less customer programs and excise taxes |
|
|
96 |
|
|
|
266 |
|
|
|
122 |
|
|
|
306 |
|
Net sales |
|
|
2,661 |
|
|
|
4,857 |
|
|
|
5,514 |
|
|
|
8,597 |
|
Cost of sales |
|
|
2,635 |
|
|
|
3,405 |
|
|
|
4,847 |
|
|
|
6,198 |
|
Gross profit |
|
|
26 |
|
|
|
1,452 |
|
|
|
667 |
|
|
|
2,399 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses |
|
|
369 |
|
|
|
729 |
|
|
|
880 |
|
|
|
1,376 |
|
General and administrative
expenses |
|
|
1,194 |
|
|
|
1,748 |
|
|
|
2,558 |
|
|
|
3,678 |
|
(Gain) loss on disposal
of property and equipment |
|
|
(135 |
) |
|
|
101 |
|
|
|
(129 |
) |
|
|
101 |
|
Total operating expenses |
|
|
1,428 |
|
|
|
2,578 |
|
|
|
3,309 |
|
|
|
5,155 |
|
Loss from operations |
|
|
(1,402 |
) |
|
|
(1,126 |
) |
|
|
(2,642 |
) |
|
|
(2,756 |
) |
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(326 |
) |
|
|
(762 |
) |
|
|
(655 |
) |
|
|
(1,168 |
) |
Other income |
|
|
85 |
|
|
|
100 |
|
|
|
56 |
|
|
|
100 |
|
Total other income
(expense), net |
|
|
(241 |
) |
|
|
(662 |
) |
|
|
(599 |
) |
|
|
(1,068 |
) |
Loss before income taxes |
|
|
(1,643 |
) |
|
|
(1,788 |
) |
|
|
(3,241 |
) |
|
|
(3,824 |
) |
Provision for income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net loss |
|
|
(1,643 |
) |
|
|
(1,788 |
) |
|
|
(3,241 |
) |
|
|
(3,824 |
) |
Preferred stock dividends |
|
|
(37 |
) |
|
|
(36 |
) |
|
|
(75 |
) |
|
|
(75 |
) |
Net loss attributable to common shareholders |
|
$ |
(1,680 |
) |
|
$ |
(1,824 |
) |
|
$ |
(3,316 |
) |
|
$ |
(3,899 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net loss per common share |
|
$ |
(1.96 |
) |
|
$ |
(2.39 |
) |
|
$ |
(3.94 |
) |
|
$ |
(5.16 |
) |
Basic weighted average common shares outstanding |
|
|
856 |
|
|
|
764 |
|
|
|
841 |
|
|
|
755 |
|
Eastside
Distilling, Inc. and Subsidiaries
For
the Three and Six Months Ended June 30, 2023 and 2022
(Dollars
in thousands)
Segments:
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
(Dollars in thousands) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Craft C+P | |
| | | |
| | | |
| | | |
| | |
Sales | |
$ | 1,949 | | |
$ | 1,429 | | |
$ | 3,405 | | |
$ | 2,505 | |
Net sales | |
| 1,904 | | |
| 1,329 | | |
| 3,381 | | |
| 2,405 | |
Cost of sales | |
| 1,967 | | |
| 1,698 | | |
| 3,545 | | |
| 2,809 | |
Gross profit | |
| (63 | ) | |
| (369 | ) | |
| (164 | ) | |
| (404 | ) |
Total operating expenses | |
| 565 | | |
| 1,097 | | |
| 1,314 | | |
| 1,947 | |
Net loss | |
$ | (578 | ) | |
$ | (1,376 | ) | |
$ | (1,462 | ) | |
$ | (2,272 | ) |
Gross margin | |
| -3 | % | |
| -28 | % | |
| -5 | % | |
| -17 | % |
| |
| | | |
| | | |
| | | |
| | |
Spirits | |
| | | |
| | | |
| | | |
| | |
Sales | |
$ | 808 | | |
$ | 3,694 | | |
$ | 2,231 | | |
$ | 6,398 | |
Net sales | |
| 757 | | |
| 3,528 | | |
| 2,133 | | |
| 6,192 | |
Cost of sales | |
| 668 | | |
| 1,707 | | |
| 1,302 | | |
| 3,389 | |
Gross profit | |
| 89 | | |
| 1,821 | | |
| 831 | | |
| 2,803 | |
Total operating expenses | |
| 358 | | |
| 722 | | |
| 880 | | |
| 1,347 | |
Net income (loss) | |
$ | (238 | ) | |
$ | 1,099 | | |
$ | (17 | ) | |
$ | 1,456 | |
Gross margin | |
| 12 | % | |
| 52 | % | |
| 39 | % | |
| 45 | % |
| |
| | | |
| | | |
| | | |
| | |
Corporate | |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
$ | 505 | | |
$ | 759 | | |
$ | 1,115 | | |
$ | 1,861 | |
Net loss | |
$ | (827 | ) | |
$ | (1,511 | ) | |
$ | (1,762 | ) | |
$ | (3,008 | ) |
Adjusted
EBITDA Reconciliation:
|
|
Three
Months Ended June 30, |
|
|
Six
Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net loss |
|
$ |
(1,643 |
) |
|
$ |
(1,788 |
) |
|
$ |
(3,241 |
) |
|
$ |
(3,824 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
326 |
|
|
|
762 |
|
|
|
655 |
|
|
|
1,168 |
|
Depreciation and amortization |
|
|
410 |
|
|
|
423 |
|
|
|
817 |
|
|
|
686 |
|
EBITDA |
|
|
(907 |
) |
|
|
(603 |
) |
|
|
(1,769 |
) |
|
|
(1,970 |
) |
(Gain) loss on disposal
of property and equipment |
|
|
(135 |
) |
|
|
101 |
|
|
|
(129 |
) |
|
|
101 |
|
Stock compensation |
|
|
55 |
|
|
|
145 |
|
|
|
166 |
|
|
|
520 |
|
Adjusted EBITDA |
|
$ |
(987 |
) |
|
$ |
(357 |
) |
|
$ |
(1,732 |
) |
|
$ |
(1,349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTOR
RELATIONS CONTACT: ir@eastsidedistilling.com
This
information is being distributed to you by: Eastside Distilling, Inc.
2321
NE Argyle Street, Unit D, Portland, Oregon 97211
v3.23.2
Cover
|
Aug. 08, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 08, 2023
|
Entity File Number |
001-38182
|
Entity Registrant Name |
EASTSIDE
DISTILLING, INC.
|
Entity Central Index Key |
0001534708
|
Entity Tax Identification Number |
20-3937596
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
2321
NE Argyle Street
|
Entity Address, Address Line Two |
Unit D
|
Entity Address, City or Town |
Portland
|
Entity Address, State or Province |
OR
|
Entity Address, Postal Zip Code |
97211
|
City Area Code |
(971)
|
Local Phone Number |
888-4264
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Trading Symbol |
EAST
|
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NASDAQ
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Common
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