0001493152-19-017029.txt : 20191113 0001493152-19-017029.hdr.sgml : 20191113 20191113160540 ACCESSION NUMBER: 0001493152-19-017029 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20190912 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191113 DATE AS OF CHANGE: 20191113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eastside Distilling, Inc. CENTRAL INDEX KEY: 0001534708 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 203937596 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38182 FILM NUMBER: 191213956 BUSINESS ADDRESS: STREET 1: 1001 SE WATER AVENUE STREET 2: SUITE 390 CITY: PORTLAND STATE: OR ZIP: 97214 BUSINESS PHONE: 971-888-4264 MAIL ADDRESS: STREET 1: 1001 SE WATER AVENUE STREET 2: SUITE 390 CITY: PORTLAND STATE: OR ZIP: 97214 FORMER COMPANY: FORMER CONFORMED NAME: Eurocan Holdings Ltd. DATE OF NAME CHANGE: 20111110 8-K/A 1 form8-ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 12, 2019

EASTSIDE DISTILLING, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38182	20-3937596
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1001 SE Water Avenue, Suite 390

Portland, OR 97214

(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))

Common Stock, $0.0001 par value		EAST		The Nasdaq Stock Market LLC
(Title of Each Class)		(Trading Symbol(s))		(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. [ ]

EXPLANATORY NOTE

Eastside Distilling, Inc. (“Eastside”) previously filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 16, 2019 (the “Initial 8-K”) to announce the closing of the acquisition of substantially all of the assets of Intersect Beverage, LLC, a California limited liability company (“Intersect”) on September 12, 2019 pursuant to an Asset Purchase Agreement (the “Agreement”) between Eastside and Intersect. Eastside indicated in the Initial 8-K that it would file the financial statements of Intersect and pro forma financial information required under Item 9.01 no later than 71 calendar days after the date on which the Initial 8-K was required to be filed. This Amendment No. 1 to the Initial 8-K is being filed to provide the required financial information. The Initial 8-K otherwise remains the same and the Items therein are hereby incorporated by reference into this Current Report on Form 8-K/A.

Item 9.01.

Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

The following financial statements of Intersect are being filed as exhibits to this Amendment No. 1:

Exhibit 99.1 – Intersect’s audited balance sheet as of December 31, 2018 and the related statement of operations, member’s capital and cash flows for the year ended December 31, 2018 and notes to Financial Statements.

Exhibit 99.2 – Intersect’s unaudited balance sheets as of June 30, 2019 and December 31, 2018 and the related statements of operations, member’s capital and cash flows for the six months ended June 30, 2019 and 2018 and notes to Financial Statements.

(b)	Pro forma financial information.

The following pro forma financial information is being filed as an exhibit to this Amendment No. 1:

Exhibit 99.3 – The unaudited pro forma financial statements of Eastside and the acquired assets as of and for the six months ended June 30, 2019 and for the year ended December 31, 2018 and the notes related thereto.

(d) Exhibits.

Number		Description

23.1		Consent of Independent Registered Public Accounting Firm.

99.1		Audited financial statements of Intersect Beverage, LLC as of and for the year ended December 31, 2018.

99.2		Unaudited financial statements of Intersect Beverage, LLC as of June 30, 2019 and December 31, 2018 and for the six months ended June 30, 2019 and 2018.

99.3		Unaudited pro forma financial statements of Eastside and the acquired assets as of and for the six months ended June 30, 2019 and for the year ended December 31, 2018 and the notes related thereto.

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: November 13, 2019

	EASTSIDE DISTILLING, INC.

	By:	/s/ Steven Shum
		Steven Shum
		Chief Financial Officer

EX-23.1 2 ex23-1.htm

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated November 13, 2019, relating to the audited financial statements of Intersect Beverage, LLC as of and for the year ended December 31, 2018 in this Amendment No. 1 to Current Report on Form 8-K/A of Eastside Distilling, Inc., filed on November 13, 2019.

/S/ M&K CPAS

Houston, Texas
November 13, 2019

EX-99.1 3 ex99-1.htm

EXHIBIT 99.1

Intersect Beverage, LLC

Financial Statements

Year Ended December 31, 2018

and Report of Independent Registered Public Accounting Firm

Intersect Beverage, LLC

TABLE OF CONTENTS

	Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3

FINANCIAL STATEMENTS

Balance Sheet	4

Statement of Operations	5

Statement of Member’s Capital	6

Statement of Cash Flows	7

Notes to Financial Statements	8-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of Intersect Beverage, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Intersect Beverage, LLC (the Company) as of December 31, 2018, and the related statements of operations, member’s capital, and cash flow for year ended December 31, 2018, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered from a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2019.

Houston, TX

November 13, 2019

Intersect Beverage, LLC

Balance Sheet

December 31, 2018

	December 31, 2018
Assets
Current assets:
Cash	$	224
Trade receivables, net		348,011
Inventories, net		1,230,834
Prepaid expenses and current assets		335,500
Total current assets		1,914,569
Other assets		2,160
Total assets	$	1,916,729

Liabilities and Member’s Capital
Current liabilities:
Accounts payable	$	68,510
Accrued liabilities		343,562
Current portion of notes payable		30,000
Total current liabilities		442,072
Notes payable, long term		1,041,410
Total liabilities		1,483,482

Commitments and contingencies		-

Member’s Capital
Member’s capital - beginning		(140,814	)
Member’s capital - current year		574,061
Total member’s capital		433,247
Total Liabilities and Member’s Capital	$	1,916,729

See accompanying notes to financial statements.

Intersect Beverage, LLC

Statement of Operations

Year Ended December 31, 2018

	2018

Sales	$	2,909,250
Less excise taxes, customer programs and incentives		456,729
Net sales		2,452,521
Cost of sales		1,725,762
Gross profit		726,759
Operating expenses:
Advertising, promotional and selling expenses		2,718,988
General and administrative expenses		745,533
Total operating expenses		3,464,521
Loss from operations		(2,737,762	)
Other income (expense), net
Interest expense		(31,407	)
Other income		1
Total other expense, net		31,406
Income before taxes		(2,769,168	)
Provision for income taxes		-
Net loss	$	(2,769,168	)

See accompanying notes to financial statements.

Intersect Beverage, LLC

Statement of Member’s Capital

Year Ended December 31, 2018

	Total Member’s Capital

Balance at January 1, 2018	$	(140,814	)

Member capital contribution		3,343,229
Net loss		(2,769,168	)

Balance at December 31, 2018	$	433,247

See accompanying notes to financial statements.

Intersect Beverage, LLC

Statement of Cash Flows

Year Ended December 31, 2018

	2018
Cash Flows from Operating Activities:
Net loss	$	(2,769,168	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in operating assets and liabilities:
Trade receivables		136,831
Inventories		131,384
Prepaid expenses and other assets		(335,500	)
Accounts payable		(231,948	)
Accrued liabilities		83,506
Net cash used in operating activities		(2,984,895	)
Cash Flows from Investing Activities:
Net cash from investing activities		-
Cash Flows from Financing Activities:
Member capital contribution		2,983,229
Net cash provided by financing activities		2,983,229
Net decrease in cash		(1,666	)
Cash - beginning of period		1,890
Cash - end of period	$	224

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest	$	-
Cash paid during the year for income taxes	$	-

Supplemental Disclosure of Non-Cash Financing Activity
Conversion of accrued liabilities to member’s capital	$	360,000

See accompanying notes to financial statements.

Intersect Beverage, LLC

Notes to Financial Statements

Year Ended December 31, 2018

1. BACKGROUND

Nature of Operations – Intersect Beverage, LLC (“Intersect” or “Company”) (a California Limited Liability Company) was organized in 2012 and is the owner of the spirits brand and business of branding, marketing and selling Azuñia Tequila (such business, “Azuñia Tequila”). Its headquarters are in Los Angeles, California.

Azuñia Tequila offers four premium tequila products: Blanco Organic Tequila, Reposado Organic Tequila, Añejo Tequila, and Azuñia Black Tequila. The products are primarily sold into on-premise locations throughout the western and southeastern United States with over 2,600 on-premise points of distribution. The above premium and luxury tequila categories are some of the fastest growing subsets at greater than 10% annually (based on Nielsen case data) with approximately $550 million in U.S. sales on 2.4 million cases sold.

Handcrafted using 100% pure Weber Blue agave grown in the heart of the Tequila Valley and then roasted in traditional clay hornos, Azuñia’s premium tequilas pack authenticity, tradition and depth-of-flavor in the same premium bottle. All of Azuñia’s tequilas undergo natural, open-air fermentation and bottling onsite to ensure consistency and field-to-bottle quality. Double-distilled and extracted at 46% ABV, the product ultimately clocks in at 40% ABV following the addition of a pure, on-property water source. Equal parts inspired and painstakingly crafted, Azuñia’s award-winning tequilas are ideal straight up or as the base of any number of fine craft cocktails.

Asset Purchase by Eastside Distilling, Inc. – On September 12, 2019, Eastside Distilling, Inc., a Nevada corporation (“Eastside”), and Intersect entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) whereby Eastside acquired substantially all of Intersect’s assets, including the Azuñia Tequila brand, the direct sales team, existing product inventory, supply chain relationships and contractual agreements.

The acquisition is structured as an all-stock transaction, provided that Eastside may at its election, pay a portion of the consideration in cash or a three-year promissory note if the issuance of stock would require Eastside to hold a vote of its stockholders under the applicable Nasdaq rules. Subject to compliance with applicable Nasdaq rules, the initial consideration, not to exceed approximately $14.7 million in aggregate based on future revenue performance, will be payable approximately 18 months following the closing and will consist of 850,000 shares of Eastside common stock at a stipulated value of $6.00 per share, 350,000 shares of Eastside common stock based on Eastside’s stock price twelve months after the close of the transaction, and additional shares based on the Azuñia business achieving certain revenue targets and Eastside’s stock price 18 months after the close of the transaction. Eastside has also agreed to issue additional stock consideration (subject to compliance with applicable Nasdaq rules) of up to $1.5 million upon the Azuñia business achieving revenue of at least $9.45 million in the period commencing on the 13th month following the closing and ending on the 24th month following the closing.

The Asset Purchase Agreement contains representations, warranties, and covenants by the parties that are customary for a transaction of this nature. The Asset Purchase Agreement was filed as Exhibit 1.1 of Form 8-K filed with the Securities and Exchange Commission on September 16, 2019.

2. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Basis of Presentation – The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the U.S. (U.S. GAAP).

Going Concern - The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred an operating loss since inception. This factor raises substantial doubt about the Company’s ability to continue as a going concern, within one year from the issuance date of this filing. The Company’s ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the year ended December 31, 2018, the Company received member capital contributions of $3,343,229. Subsequent to December 31, 2018, the Company received member capital contributions of $1,381,700 during the six months ended June 30, 2019. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. The Company continues to pursue financing alternatives to improve its working capital position. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience and other judgments which it thinks are reasonable.

Intersect Beverage, LLC

Notes to Financial Statements

Year Ended December 31, 2018

Risks and Uncertainties - The Company’s future operations involve a number of risks and uncertainties. Factors that could materially affect future operating results include, but are not limited to, changes to laws and regulations, customer credit risk, continued access to capital and counterparty risk. To minimize counterparty risk, the Company maintains relationships with what management believes to be high-quality financial institutions for the purposes of maintaining cash balances and providing financing. The Company maintains levels of cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts , and it believes it is not exposed to any significant credit risk on cash.

Revenue Recognition – Net revenue includes 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: (i) 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 Liquor Control Commissions of designated “Control States,” 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. 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, 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 and Incentives – Customer programs and incentives, which include customer promotional discount programs, customer incentives and other payments, are a common practice in the alcohol beverage industry. The Company makes these payments to customers and incurs these costs 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 revenue or as advertising, promotional and selling expenses in accordance with ASC 606 – Revenue from Contracts with Customers, based on the nature of the expenditure. Amounts paid to customers totaled $400,442 in the year 2018.

Excise Taxes – The Company is responsible for compliance with the 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 alcohol 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 $56,287 in the year 2018.

Cost of Sales – Cost of sales consists of the costs of ingredients utilized in the production of spirits, manufacturing 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.

Shipping and Fulfillment Costs – Freight costs incurred related to shipment of merchandise from the Company’s distribution facilities to customers are recorded in cost of sales.

Advertising, Promotional and Selling Expenses – The following expenses are included in advertising, promotions and selling expenses in the accompanying statement of operations: media advertising costs, special event costs, sales and marketing expenses, salary and benefit expenses, travel and entertainment expenses for the sales, brand and sales support workforce and promotional activity expenses. Advertising, promotional and selling costs are expensed as incurred.

Cash and Cash Equivalents – The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2018.

Intersect Beverage, LLC

Notes to Financial Statements

Year Ended December 31, 2018

Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. At December 31, 2018, 2 customers represented 82% of trade receivables. Sales to 2 distributors accounted for approximately 74% of sales for the year ended December 31, 2018.

Fair Value Measurements – U.S. GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. U.S. 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. At December 31, 2018, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by U.S. GAAP.

The hierarchy of fair value valuation techniques under U.S. 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 U.S. GAAP’s fair value measurement requirements are as follows:

	Level 1:	Fair value of the asset or liability is determined using 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.

None of the Company’s assets or liabilities were measured at fair value at December 31, 2018. However, U.S. GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of accounts payable, accrued liabilities and notes payable. The estimated fair value of accounts payable, and accrued liabilities approximates their carrying value due to the short period of time to their maturities. At December 31, 2018, the Company’s notes payable are primarily at fixed rates and the carrying value approximates fair value.

Trade Receivables – The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $Nil at December 31, 2018.

Inventories – Inventories primarily consist of bottled liquor and packaging 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) method. A portion of 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. The reserve for excess and obsolete inventories was $Nil at December 31, 2018.

Intersect Beverage, LLC

Notes to Financial Statements

Year Ended December 31, 2018

Impairment of long-lived assets and long-lived assets to be disposed of – Long-lived assets are reviewed for 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. No impairment was recognized for the year ended December 31, 2018.

Prepaid Expenses and Current Assets – Prepaid expenses and current assets consist of various payments that the Company has made in advance for goods or services to be received in the future.

Accrued Liabilities – The Company recognizes accrued liabilities when it is probable that a liability has been incurred at the reporting date, and the amount can be reasonably estimated.

Income Taxes – Intersect is a limited liability company and does not incur federal taxes. For tax purposes, the earnings and losses of the Company are included in the members’ personal income tax returns and are taxed based on their personal tax strategies. Therefore, there is no provision or liability for federal income taxes reflected in the accompanying financial statements.

Management evaluates tax positions taken by the Company and whether the Company has taken an uncertain position that more likely than not would not be sustained upon examination by taxing authorities. The Company is subject to routine audits by taxing jurisdictions, and management believes it is generally no longer subject to income tax examinations for tax years prior to 2014.

Recently Adopted Accounting Pronouncements - In May 2014, the FASB issued ASU 2014-09, which amends guidance on revenue recognition from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most contract revenue recognition guidance, including industry-specific guidance. In July 2015, FASB deferred by one year the effective dates of its new revenue recognition standard for public and nonpublic entities. In addition, in March 2016, the FASB issued ASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations contained in ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, to clarify the implementation guidance on identifying performance obligations and licensing. For nonpublic entities, the ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The adoption on January 1, 2018 of ASU 2014-09 did not have a material effect on the financial statements.

Recent Accounting Pronouncements - In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires the recognition of a right-of-use asset and lease liability on the balance sheet for all leases. This standard also requires more detailed disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. Nonpublic entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This guidance should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and early adoption is permitted. The Company expects to adopt this guidance on January 1, 2019. We are currently evaluating the impact ASU 2016-02 will have on the Company’s financial statements.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This guidance provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. In addition, this ASU provides a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease and instead account for the lease as a single component if both the timing and pattern of transfer of the nonlease component(s) are the same, and if the lease would be classified as an operating lease. These amendments have the same effective date as ASU 2016-02.

Intersect Beverage, LLC

Notes to Financial Statements

Year Ended December 31, 2018

3. INVENTORIES

Inventories consist of the following at December 31:

	2018
Raw materials	$	192,342
Finished goods		1,038,492
Total inventories	$	1,230,834

4. PREPAID EXPENSES AND CURRENT ASSETS

Prepaid expenses and current assets consist of the following at December 31:

	2018
Federal excise tax refund	$	249,839
Non-trade receivable		73,211
Vendor pre-payment		12,450
Total prepaid expenses and current assets	$	335,500

5. ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31:

	2018
Accrued payroll and employee-related expenses	$	176,991
Accrued vendor expenses		166,571
Total accrued liabilities	$	343,562

6. RELATED PARTY TRANSACTIONS

The Company received capital contributions from two members during the year ended December 31, 2018. $2,983,229 were cash contributions, and $360,000 was a contribution from the conversion of accrued liabilities to member’s capital.

The Company occasionally makes draw payments to its owners that are recorded as member distributions on the accompanying statements of member’s capital. There were no member distributions for the year ended December 31, 2018.

Intersect Beverage, LLC

Notes to Financial Statements

Year Ended December 31, 2018

7. LOANS PAYABLE

Loans payable and accrued interest consists of the following at December 31:

	2018
Promissory note payable bearing interest of 5.0%. Principal plus accrued interest are payable upon the earlier of (a) July 31, 2023, or (b) when 50% or more of the Membership Interests or net value of Company’s assets are sold in a transaction or transactions occurring within a six month period of time commencing with the first transaction involving more than 5% of the then outstanding Membership Interests or 5% or more of the then net value of Company’s assets.	$	999,681
Loans payable bearing 12% compound interest. The loans do not have a stated maturity date.		71,729
Total loans payable		1,071,410
Less current portion		30,000
Long-term portion of loans payable	$	1,041,410

Maturities on loans payable as of December 31, 2018, are as follows:

Year ending December 31:

2019	$	-
2020		-
2021		-
Thereafter		1,041,410
	$	1,041,410

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its corporate offices under operating lease agreements which expire at various dates through February 2020. Monthly lease payments range from $1,800 to $3,500 over the terms of the leases. For operating leases which contain fixed escalations in rental payments, the Company records the total rent expense on a straight-line basis over the lease term. The difference between the expense computed on a straight-line basis and actual payments for rent represents deferred rent, which is included within accrued liabilities on the accompanying balance sheets.

The future lease payments as of December 31, 2018 are as follows:

2019	$	65,760
2020		3,960
2021		-
Total	$	69,720

Rent expense was $24,000 for the year ended December 31, 2018 and is included in General and administrative expenses on the Statement of Operations.

Legal Matters

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

9. SUBSEQUENT EVENTS

The Company evaluated transactions occurring after December 31, 2018 in accordance with ASC 855, Subsequent events, through November 13, 2019 which is the date the financial statements were available to be issued.

On September 9, 2019, the Board of Directors (“Board”) of the Company approved entering into the Asset Purchase Agreement with Eastside, as more fully described above in footnote 1. The Agreement was completed on September 12, 2019.

EX-99.2 4 ex99-2.htm

EXHIBIT 99.2

Intersect Beverage, LLC

Financial Statements

As of June 30, 2019 and December 31, 2018 and

for the six months ended June 30, 2019 and 2018

Intersect Beverage, LLC

TABLE OF CONTENTS

	Page

FINANCIAL STATEMENTS

Balance Sheets	3

Statements of Operations	4

Statements of Member’s Capital	5

Statements of Cash Flows	6

Notes to Financial Statements	7- 12

Intersect Beverage, LLC

Balance Sheets

(Unaudited)

	June 30, 2019			December 31, 2018
Assets
Current assets:
Cash	$	2,076		$	224
Trade receivables, net		756,327			348,011
Inventories, net		1,091,040			1,230,834
Prepaid expenses and current assets		249,839			335,500
Total current assets		2,099,282			1,914,569
Other assets		2,160			2,160
Total assets	$	2,101,442		$	1,916,729

Liabilities and Member’s Capital
Current liabilities:
Accounts payable	$	287,986		$	68,510
Accrued liabilities		296,602			343,562
Current portion of notes payable		30,000			30,000
Total current liabilities		614,588			442,072
Notes payable, long term		1,057,482			1,041,410
Total liabilities		1,672,070			1,483,482

Commitments and contingencies		-			-

Member’s Capital
Member’s capital - beginning		433,247			(140,814	)
Member’s capital - current year		(3,875	)		574,061
Total member’s capital		429,372			433,247
Total Liabilities and Member’s Capital	$	2,101,442		$	1,916,729

See accompanying notes to financial statements.

Intersect Beverage, LLC

Statements of Operations

For the Six Months Ended June 30, 2019 and 2018

(Unaudited)

	Six Months Ended
	June 30, 2019			June 30, 2018
Sales	$	2,099,992		$	1,339,984
Less excise taxes, customer programs and incentives		157,529			155,392
Net sales		1,942,463			1,184,592
Cost of sales		1,439,781			786,708
Gross profit		502,682			397,884
Operating expenses:
Advertising, promotional and selling expenses		1,603,782			1,329,179
General and administrative expenses		387,670			404,391
Total operating expenses		1,991,452			1,733,570
Loss from operations		(1,488,770	)		(1,335,686	)
Other income (expense), net
Interest expense		(16,072	)		(15,665	)
Other income (expense)		1,215			1
Total other expense, net		14,857			15,664
Loss before income taxes		(1,503,627	)		(1,351,350	)
Provision for income taxes		-			-
Net loss	$	(1,503,627	)	$	(1,351,350	)

See accompanying notes to financial statements.

Intersect Beverage, LLC

Statements of Member’s Capital

For the Six Months Ended June 30, 2019 and 2018

(Unaudited)

	Total Member’s Capital

Balance at January 1, 2018	$	(140,814	)

Member capital contribution		1,381,700
Net loss		(1,351,350	)

Balance at June 30, 2018	$	(110,464	)

Balance at December 31, 2018	$	433,247

Member capital contribution		1,499,752
Net loss		(1,503,627	)

Balance at June 30, 2019	$	429,372

See accompanying notes to financial statements.

Intersect Beverage, LLC

Statements of Cash Flows

For the Six Months Ended June 30, 2019 and 2018

(Unaudited)

	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(1,503,627	)	$	(1,351,350	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in operating assets and liabilities:
Trade receivables		(408,316	)		148,418
Inventories		139,794			161,047
Prepaid expenses and other assets		85,661			(126,605	)
Accounts payable		219,476			(109,037	)
Accrued liabilities		(30,888	)		21,564
Net cash used in operating activities		(1,497,900	)		(1,255,963	)
Cash Flows from Investing Activities:
Net cash from investing activities		-			-
Cash Flows from Financing Activities:
Member capital contribution		1,499,752			1,381,700
Net cash provided by financing activities		1,449,752			1,381,700
Net increase in cash		1,852			125,737
Cash - beginning of period		224			1,890
Cash - end of period	$	2,076		$	127,627

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest	$	-		$	-
Cash paid during the year for income taxes	$	-		$	-

See accompanying notes to financial statements.

Intersect Beverage, LLC

Notes to Financial Statements

June 30, 2019

(Unaudited)

1. BACKGROUND

Nature of Operations – Intersect Beverage, LLC (“Intersect” or “Company”) (a California Limited Liability Company) was organized in 2012 and is the owner of the spirits brand and business of branding, marketing and selling Azuñia Tequila (such business, “Azuñia Tequila”). Its headquarters are in Los Angeles, California.

Asset Purchase by Eastside Distilling, Inc. – On September 12, 2019, Eastside Distilling, Inc., a Nevada corporation (“Eastside”), and Intersect entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) whereby Eastside acquired the majority of Intersect’s assets, including the Azuñia Tequila brand, the direct sales team, existing product inventory, supply chain relationships and contractual agreements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Basis of Presentation – The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the U.S. (U.S. GAAP).

Intersect Beverage, LLC

Notes to Financial Statements

June 30, 2019

(Unaudited)

Risks and Uncertainties - The Company’s future operations involve a number of risks and uncertainties. Factors that could materially affect future operating results include, but are not limited to, changes to laws and regulations, customer credit risk, continued access to capital and counterparty risk. To minimize counterparty risk, the Company maintains relationships with what management believes to be high-quality financial institutions for the purposes of maintaining cash balances and providing financing. The Company maintains levels of cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, and it believes it is not exposed to any significant credit risk on cash.

Shipping and Fulfillment Costs – Freight costs incurred related to shipment of merchandise from the Company’s distribution facilities to customers are recorded in cost of sales.

Intersect Beverage, LLC

Notes to Financial Statements

June 30, 2019

(Unaudited)

Fair Value Measurements – U.S. GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. U.S. 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. At June 30, 2019 and December 31, 2018, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by U.S. GAAP.

	Level 1:	Fair value of the asset or liability is determined using 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.

None of the Company’s assets or liabilities were measured at fair value at June 30, 2019 and December 31, 2018. However, U.S. GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of accounts payable, accrued liabilities and notes payable. The estimated fair value of accounts payable, and accrued liabilities approximates their carrying value due to the short period of time to their maturities. At June 30, 2019 and December 31, 2018, the Company’s notes payable are primarily at fixed rates and the carrying value approximates fair value.

Intersect Beverage, LLC

Notes to Financial Statements

June 30, 2019

(Unaudited)

Prepaid Expenses and Current Assets – Prepaid expenses and current assets consist of various payments that the Company has made in advance for goods or services to be received in the future.

Accrued Liabilities – The Company recognizes accrued liabilities when it is probable that a liability has been incurred at the reporting date, and the amount can be reasonably estimated.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires the recognition of a right-of-use asset and lease liability on the balance sheet for all leases. This standard also requires more detailed disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. Nonpublic entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This guidance should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and early adoption is permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This guidance provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. In addition, this ASU provides a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease and instead account for the lease as a single component if both the timing and pattern of transfer of the nonlease component(s) are the same, and if the lease would be classified as an operating lease. These amendments have the same effective date as ASU 2016-02. On January 1, 2019, the Company adopted the new accounting standard using the modified retrospective approach and elected to not adjust comparative periods. Upon adoption of the new accounting standard, the Company did not recognize any right-of-use assets or lease liabilities, and there was no adjustment to retained earnings. The Company considers the impact of the adoption to be immaterial to its financial statements on an ongoing basis.

3. INVENTORIES

Inventories consisted of the following:

	June 30, 2019		December 31, 2018
Raw materials	$	307,873	$	192,342
Finished goods		783,167		1,038,492
Total inventories	$	1,091,040	$	1,230,834

4. PREPAID EXPENSES AND CURRENT ASSETS

Prepaid expenses and current assets consisted of:

	June 30, 2019		December 31, 2018
Federal excise tax refund	$	249,839	$	249,839
Non-trade receivable		-		73,211
Vendor pre-payment		-		12,450
Total prepaid expenses and current assets	$	249,839	$	335,500

5. ACCRUED LIABILITIES

Accrued liabilities consisted of:

	June 30, 2019		December 31, 2018
Accrued payroll and employee-related expenses	$	176,906	$	176,991
Accrued vendor expenses		119,696		166,571
Total accrued liabilities	$	296,602	$	343,562

6. RELATED PARTY TRANSACTIONS

The Company received capital contributions of $1,499,752 cash from one member during the six months ended June 30, 2019 and $1,381,700 during the six months ended June 30, 2018.

Intersect Beverage, LLC

Notes to Financial Statements

June 30, 2019

(Unaudited)

7. LOANS PAYABLE

Loans payable and accrued interest consisted of:

	June 30, 2019		December 31, 2018
Promissory note payable bearing interest of 5.0%. Principal plus accrued interest are payable upon the earlier of (a) July 31, 2023, or (b) when 50% or more of the Membership Interests or net value of Company’s assets are sold in a transaction or transactions occurring within a six month period of time commencing with the first transaction involving more than 5% of the then outstanding Membership Interests or 5% or more of the then net value of Company’s assets.	$	1,011,449	$	999,681
Loans payable bearing 12% compound interest. The loans do not have a stated maturity date.		76,033		71,729
Total loans payable		1,087,482		1,071,410
Less current portion		30,000		30,000
Long-term portion of loans payable	$	1,057,482	$	1,041,410

Maturities on loans payable as of June 30, 2019, are as follows:

Year ending December 31:

2019	$	-
2020		-
2021		-
Thereafter		1,057,482
	$	1,057,482

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its corporate offices under operating lease agreements which expire at various dates through February 2020. Monthly lease payments range from $1,800 to $3,500 over the terms of the leases. 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. Aggregate lease expense for the six months ended June 30, 2019 was $13,320, consisting of $Nil in lease expense for lease liabilities recorded on the Company’s balance sheet and $13,320 in short-term lease expense.

The future lease payments as of June 30, 2019 are as follows:

2019	$	35,760
2020		3,960
2021		-
Total	$	39,720

Legal Matters

9. SUBSEQUENT EVENTS

The Company evaluated transactions occurring after June 30, 2019 in accordance with ASC 855, Subsequent events, through November 13, 2019 which is the date the financial statements were available to be issued.

EX-99.3 5 ex99-3.htm

EXHIBIT 99.3

Eastside Distilling, Inc. and Subsidiaries

Unaudited Pro Forma Combined Financial Information

On September 12, 2019, Eastside Distilling, Inc., a Nevada corporation (“Eastside”), and Intersect Beverage, LLC, a California limited liability company (“Intersect”), entered into an Asset Purchase Agreement (the “Agreement”). In accordance with the terms and subject to the conditions set forth in the Agreement, Eastside agreed to purchase substantially all of the assets of Intersect (the “Purchased Assets”), an importer and distributor of tequila and related products (the “Transaction”) under the brand name “Azuñia”. The following unaudited pro forma combined financial statements are based the historical consolidated financial statements of Eastside and adjusts such information to give effect of the Agreement.

The unaudited pro forma combined balance sheet data as of June 30, 2019, gives effect to the Transaction as if it had occurred on June 30, 2019. The unaudited pro forma combined statement of operations data for the six months ended June 30, 2019 and for the year ended December 31, 2018, give effect to the both the Transaction with Intersect and to the acquisition of Craft Canning, LLC (“Craft”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) between Eastside and Craft executed on January 11, 2019 (the “Craft Merger”) as disclosed in Form 8-K initially filed on January 14, 2019, and Amended Form 8-K/A filed on March 28, 2019, as if they occurred on January 1, 2018.

The unaudited pro forma combined balance sheet and unaudited combined statements of operations are presented for informational purposes only and do not purport to be indicative of the combined financial condition that would have resulted if the Transaction and Craft Merger would have occurred on January 1, 2018.

Eastside Distilling, Inc. and Subsidiaries

Unaudited Pro Forma Combined Balance Sheet

June 30, 2019

	Eastside Distilling, Inc.			Intersect Beverage, LLC			Pro Forma Adjustments					Pro Forma
	June 30, 2019			June 30, 2019			Dr			Cr		Balances
Assets
Current assets:
Cash	$	768,711		$	2,076		$	-	(1)	$	2,076	$	768,711
Trade receivables, net		2,214,539			756,327			-	(1)		756,327		2,214,539
Inventories		11,907,810			1,091,040	(2)		836,026	(1)		1,091,040		12,743,836
Prepaid expenses and current assets		685,696			249,839			-	(1)		249,839		685,696
Total current assets		15,576,756			2,099,282			836,026			2,099,282		16,412,782
Property and equipment, net		5,647,018			-			-			-		5,647,018
Right-of-use assets		1,041,328			-			-			-		1,041,328
Intangible assets, net		2,949,083			-	(2)		11,945,066			-		14,894,149
Goodwill		28,182			-			-			-		28,182
Other assets, net		1,003,506			2,160			-	(1)		2,160		1,003,506
Total Assets	$	26,245,873		$	2,101,442		$	12,781,092		$	2,101,442	$	39,026,965
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,840,258		$	287,986	(1)	$	287,986		$	-	$	1,840,258
Accrued liabilities		545,950			296,602	(1)		296,602			-		545,950
Deferred revenue		17,915			-			-			-		17,915
Current portion of lease liabilities		624,564			-			-			-		624,564
Current portion of notes payable		308,139			30,000	(1)		30,000			-		308,139
Total current liabilities		3,336,826			614,588			614,558			-		3,336,826
Lease liability – less current portion		589,806			-			-			-		589,806
Secured credit facility, net of debt issuance costs		2,947,836			-			-			-		2,947,836
Notes payable, less current portion and debt discount		3,838,447			1,057,482	(1)		1,057,482			-		3,838,447
Deferred consideration payable		-			-			-	(2)		12,781,092		12,781,092
Total liabilities		10,712,915			1,672,070			1,672,070			12,781,092		23,494,007

Stockholders’ equity & member’s capital:
Common stock, $0.0001 par value; 15,000,000 shares authorized; 9,167,352 issued and outstanding		917			-			-			-		917
Additional paid-in capital		48,749,950			-			-			-		48,749,950
Accumulated deficit		(33,217,909	)		-			-			-		(33,217,909	)
Member’s capital		-			429,372	(1)		429,372			-		-
Total stockholders’ equity and member’s capital		15,532,958			429,372			429,372			-		15,532,958
Total Liabilities and Stockholders’ Equity and Member’s Capital	$	26,245,873		$	2,101,442		$	2,101,442		$	12,781,092	$	39,026,965

See accompanying notes to unaudited pro forma combined financial statements.

Eastside Distilling, Inc.

Unaudited Pro Forma Combined Statement of Operations

	Eastside Distilling, Inc.*			Intersect Beverage, LLC			Pro Forma Adjustments
	For the Year Ended December 31, 2018			For the Year Ended December 31, 2018			Dr			Cr		Pro Forma Balances

Sales	$	13,178,854		$	2,909,250		$	-		$	-	$	16,088,104
Less excise taxes, customer programs and incentives		1,080,792			456,729			-			-		1,537,521
Net Sales		12,098,062			2,452,521			-			-		14,550,583
Cost of sales		6,054,998			1,725,762			-			-		7,780,760
Gross profit		6,043,064			726,759			-			-		6,769,823
Operating expenses:
Advertising, promotional and selling expenses		4,376,951			2,718,988			-			-		7,095,939
General and administrative expenses		9,391,006			745,533	(3)		1,706,438			-		11,842,977
Loss on disposal of property and equipment		9,919			-			-			-		9,919
Total operating expenses		13,777,876			3,464,521			1,706,438			-		18,948,835
Income (loss) from operations		(7,734,812	)		(2,737,762	)		(1,706,438	)		-		(12,179,012	)
Other income (expense), net
Interest expense		(873,502	)		(31,407	)		-			-		(904,909	)
Other income (expense)		6,989			1			-			-		6,990
Total other expense, net		(866,513	)		(31,406	)		-			-		(897,919	)
Income (loss) before income taxes		(8,601,325	)		(2,769,168	)		(1,706,438	)		-		(13,076,931	)
Provision for income taxes		-			-			-			-		-
Net income (loss)	$	(8,601,325	)	$	(2,769,168	)	$	(1,706,438	)	$	-	$	(13,076,931	)

Loss per share of common stock, basic and diluted	$	(1.34	)		N/A							$	(2.04	)

Weighted-average number of common shares outstanding, basic and diluted		6,412,701			N/A								6,412,701

* Pro forma information gives effect to the to the acquisition of Craft Canning, LLC (“Craft”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) between Eastside and Craft executed on January 11, 2019 as disclosed in Form 8-K initially filed on January 14, 2019, and Amended Form 8-K/A filed on March 28, 2019, as if they occurred on January 1, 2018.

See accompanying notes to unaudited pro forma combined financial statements.

Eastside Distilling, Inc.

Unaudited Pro Forma Combined Statement of Operations

	Eastside Distilling, Inc.			Intersect Beverage, LLC			Pro Forma Adjustments
	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2019			Dr			Cr		Pro Forma Balances

Sales	$	7,938,115		$	2,099,992		$	-		$	-	$	10,038,107
Less excise taxes, customer programs and incentives		546,638			157,529			-			-		704,167
Net Sales		7,391,477			1,942,463			-			-		9,333,940
Cost of sales		4,734,538			1,439,781			-			-		6,174,319
Gross profit		2,656,939			502,682			-			-		3,159,621
Operating expenses:
Advertising, promotional and selling expenses		2,569,418			1,603,782			-			-		4,173,200
General and administrative expenses		5,754,929			387,670	(4)		853,219			-		6,995,818
Total operating expenses		8,324,347			1,991,452			853,219			-		11,169,018
Income (loss) from operations		(5,667,408	)		(1,488,770	)		(853,219	)		-		(8,009,397	)
Other income (expense), net
Interest expense		(225,312	)		(16,072	)		-			-		(241,384	)
Other income (expense)		794			1,215			-			-		2,009
Total other expense, net		(224,518	)		(14,857	)		-			-		(239,375	)
Income (loss) before income taxes		(5,891,926	)		(1,503,627	)		(853,219	)		-		(8,248,772	)
Provision for income taxes		-			-			-			-		-
Net income (loss)	$	(5,891,926	)	$	(1,503,627	)	$	(853,219	)	$	-	$	(8,248,772	)

Loss per share of common stock, basic and diluted	$	(0.65	)		N/A							$	(0.91	)

Weighted-average number of common shares outstanding, basic and diluted		9,104,593			N/A								9,104,593

See accompanying notes to unaudited pro forma combined financial statements.

1.	Acquisition Disclosure

On September 12, 2019, Eastside Distilling, Inc., a Nevada corporation (“Eastside”), and Intersect Beverage, LLC, a California limited liability company (“Intersect”), entered into an Asset Purchase Agreement (the “Agreement”). In accordance with the terms and subject to the conditions set forth in the Agreement, Eastside agreed to purchase substantially all of the assets of Intersect (the “Purchased Assets”), an importer and distributor of tequila and related products (the “Transaction”) under the brand name “Azuñia”. The Agreement and the Transaction were unanimously approved by the Board of Directors of Eastside, the Board of Managers of Intersect and the majority of interest of Intersect’s members. The Transaction closed on September 12, 2019.

The Agreement provides that the aggregate consideration for the Purchased Assets will be payable to the members of Intersect on its behalf and will equal the aggregate number of shares of common stock of Eastside, cash payments and/or promissory notes comprising (i) 1,200,000 shares of Eastside common stock (the “Fixed Number of Shares”) and, (ii) to the extent certain revenue targets are achieved, the Initial Earnout Consideration (as defined below) and the Subsequent Earnout Consideration (as defined below).

The Fixed Number of Shares will be issued 540 days following the closing date of the Transaction as follows: 850,000 shares of Eastside common stock will be issued at a stipulated value of $6.00 per share, equivalent to $5,100,000, and the remaining 350,000 shares of Eastside common stock will be issued at a stipulated value equal to the 20-day volume-weighted average closing price of Eastside common stock on the one-year anniversary of the closing date of the Agreement. In addition, upon the acquired business (which is comprised of Intersect’s business of importing and distributing tequila and related products (the “Business”)) achieving gross revenues of $3.24 million or more during the first eighteen months following closing date of the Agreement, Eastside will issue as further consideration (the “Initial Earnout Consideration”) additional shares of Eastside common stock at a price per share equal to the 20-day volume-weighted average closing price of Eastside common stock on the eighteen-month anniversary of the closing date of the Transaction. The number of additional shares of Eastside common stock to be issued will be based upon a multiple of gross revenue of the Business, ranging from 3.30 to 3.50, and less the aggregate stipulated dollar value of the Fixed Number of Shares previously paid, subject to an aggregate payment of approximately $14.7 million.

If the gross revenue of the acquired Business for the period commencing on the first day of the thirteenth month following the closing date of the Transaction and ending on the last day of the twenty-fourth month following the closing date of the Transaction (the “Subsequent Earnout Period”) equals or exceeds $9.45 million, Eastside will pay to the members of Intersect on its behalf $1,500,000, either in cash or a number of shares equal to (x) $1.5 million divided by (y) the 20-day volume-weighted average closing price of Eastside common stock on the last day of the Subsequent Earnout Period, rounded down to the nearest whole number of shares of Eastside common stock (the “Subsequent Earnout Consideration”).

Notwithstanding anything set forth in the Agreement, Eastside will not be required to issue shares of common stock if, in order for Eastside to issue sufficient shares to pay any portion of the aggregate consideration under the Agreement, Eastside would be required to hold a vote of Eastside stockholders pursuant to Nasdaq Listing Rules (i.e. the number of shares of common stock of Eastside issuable under the Agreement would exceed 19.9% of Eastside’s outstanding common stock). In the event that Eastside would be required to hold a vote of Eastside stockholders pursuant to Nasdaq Listing Rules, Eastside may, at its election, issue only that number of shares of common stock which does not require such vote, and instead pay any remaining portion of the aggregate consideration in the form of cash or as a promissory note with a three-year maturity that bears interest at a rate of 6% per annum.

Any shares issued by Eastside under the Agreement will be issued, at Eastside’s election, either (i) as registered shares under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) as unregistered shares in an issuance exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. If Eastside issues unregistered shares, Eastside will file a re-sale registration statement on Form S-3 with the Securities and Exchange Commission for a secondary offering covering the resale of the unregistered shares. Such registration statement will be filed no later than 30 days following the date of payment of the Initial Earnout Consideration and will be amended within 30 days following the issuance of any Subsequent Earnout Consideration.

As a condition of the Agreement, Eastside has extended offers of employment to each employee of Intersect.

The Agreement contains representations, warranties, and covenants by the parties that are customary for a transaction of this nature. The Agreement was filed as Exhibit 1.1 of Form 8-K filed with the Securities and Exchange Commission on September 16, 2019.

In accordance with Financial Accounting Standards Board Accounting Standards Codification section 805, “Business Combinations”, Eastside will account for the Agreement transaction as a business combination using the acquisition method. Due to the continuity of operations that will remain after the acquisition, the assets acquired from Intersect under the Asset Purchase Agreement constitute the acquisition of a “business”.

For accounting purposes, the purchase price for the Transaction was estimated to be approximately $12,781,092 and was recorded as deferred consideration payable to Intersect Beverage, LLC. The difference between the purchase price and the recorded fair value of assets acquired and liabilities assumed of Intersect totaling $11,945,066 was allocated to Intangible Assets. The preliminary fair value estimates for the consideration to be paid and the assets acquired and liabilities assumed for the Transaction is based on preliminary calculations and valuations, and our estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date). The primary areas of those preliminary estimates that were not yet finalized related to valuation of intangible assets.

2.	Pro Forma Adjustments

We have derived Eastside’s historical consolidated financial statements for the year ended December 31, 2018 from its audited financial statements contained in Form 10-K as filed with the Securities and Exchange Commission and adjusted them for Merger with Craft. As a result, Eastside’s financial information includes the pro forma adjustments disclosed in the Amended Form 8-K/A on March 28, 2019.

We have derived Intersect’s historical financial data for the year ended December 31, 2018 from Intersect’s financial statements contained elsewhere in this Form 8-K/A. Effective September 12, 2019, the Purchased Assets were exchanged for deferred consideration estimated to be approximately $12,781,092 for accounting purposes.

The unaudited combined pro forma balance sheet at June 30, 2019 gives effect to 1) reflect the purchase consideration under of the Agreement and Merger Agreement, 2) reflect the fair value of the intangible assets acquired as if the merger occurred on June 30, 2019, and 3) other entries related to the merger, and includes the following pro forma adjustments.

At June 30, 2019	Debit		Credit

1) To record assets, liabilities and member’s capital excluded under the Agreement
Accounts payable		287,986
Accrued liabilities		296,602
Current portion of notes payable		30,000
Loans payable, long term		1,057,482
Member’s capital		429,372
Cash				2,076
Trade receivables, net				756,327
Inventories, net				1,091,040
Prepaid expenses and current assets				249,839
Other assets				2,160

2) To record the deferred purchase consideration payable under the Agreement and fair value of assets acquired
Inventories, net		836,026
Intangible assets		11,945,066
Deferred consideration payable				12,781,092

3) To record Year 1 amortization expense of intangible assets acquired
Amortization expense		1,706,438
Intangible assets, net				1,706,438

4) To record amortization expense of intangible assets acquired for the six months ended June 30, 2019
Amortization expense		853,219
Intangible assets, net				853,219

The information presented in the unaudited pro forma combined financial statements does not purport to represent what the financial position or results of operations of Eastside would have been had the Agreement and all related transactions occurred as of the dates indicated, nor is it indicative of our future combined financial position or combined results of operations for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the Agreement and Merger Agreement and all related transactions.

These unaudited pro forma combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of Eastside, Craft and Intersect.