August
10, 2018
Via EDGAR
United
States Securities and Exchange Commission
Division
of Corporate Finance
Washington,
D.C. 20549
Attention:
Brian
McAllister
Angela
Lumley
Craig
Arakawa
Re:
New Age
Beverages Corporation
Form
10-K for the Fiscal Year Ended December 31, 2017
Filed
April 17, 2018
Form
10-Q for the Quarterly Period Ended March 31, 2018
Filed
May 15, 2018
File
No. 001-38014
Ladies
and Gentlemen:
This
letter sets forth the response of New Age Beverages Corporation
(the "Company") to the comments of the reviewing staff of the
Securities and Exchange Commission (“Staff”) in
connection with the above referenced filings as set forth in the
Staff’s letter dated June 27, 2018. The Company is also
simultaneously herewith filing Amendment No. 1 to the
Company’s Form 10-K and Form 10-Q which addresses the
comments of the Staff.
For
ease of reference, the Staff's comment is reproduced below in its
entirety, and the Company's response immediately
follows.
Form 10-K for the Fiscal Year Ended December 31, 2017
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Highlights, page 22
1.
Your definition of
EBITDA reflects several adjustments not typically included in the
calculation of EBITDA. Please retitle your measure so it is
distinguished from the term EBITDA. See Question 103.01 of the
Compliance and Disclosure Interpretations related to Non-GAAP
Financial Measures. Please also revise the title wherever the
EBITDA measure is presented.
Response:
The Company had retitled all previously labeled non-GAAP
disclosures from EBITDA to “Adjusted EBITDA” in
accordance with Section 103.01 of the Compliance and Disclosure
Interpretations where presented in the document.
2.
In your disclosure
for EBITDA you state the non-GAAP measure is useful to investors
because it removes material, one-time and non-recurring charges.
Tell us how each of these items meets the definitions of
non-recurring, infrequent or unusual as set forth in Item
10(e)(1)(ii)(B) of Regulation S-K. If they do not comply with the
Item, please do not refer to adjustments as being non-recurring or
one-time. See also Question 102.03 of the Compliance and Disclosure
Interpretations related to Non-GAAP Financial
Measures.
Response:
The revised disclosures included in Amendment No.1 to the
Company’s 10-K includes each of the identified and presented
one-time and non-recurring charges that meets the definition as
noted in Item 10(e)(1)(ii)(B) of Regulation S-K. Each of the
presented one-time and non-recurring charges includes a description
specifying why the charges will not be repeated within the two year
window specified by Item 10 of Regulation S-K. The
disclosures were enhanced to include a tabular presentation of
certain non-cash and one-time charges by acquisition.
Form 10-Q for the Quarterly Period Ended March 31,
2018
Item 1. Financial Statements
Note 1 - Nature of Operations, Basis of Presentation and
Significant Accounting Policies, page
3.
Please revise your
disclosure to provide your accounting policy on revenue recognition
as a result of your implementation of FASB ASC 606. Please refer to
the guidance in FASB ASC 606-10-50 and Article 10 of Regulation
S-X.
Response: Disclosures attributable to ASC 606 are presented in the
Amendment No.1 to the 10-Q.
Item 4. Controls and Procedures, page 25
4.
Please revise your
disclosure to provide your conclusion on the effectiveness or
ineffectiveness of your Disclosure Controls and Procedures. In
addition, please provide a detailed discussion on how the
non-disclosure of your revenue recognition policy in this Form 10-Q
affected your conclusion.
Response: Management has determined that its disclosure controls
and procedures were effective and has included its conclusion in
the Amendment No.1 to the 10-Q. During the quarter ended December
31, 2017 and during the audit review process, the Company assessed
the impact of FASB ASC 606 and discussed with its independent
registered accountant. Management’s determination was that
FASB ASC 606 would have no impact on the Company’s financial
performance or results. Although the Company did not disclose its
consideration of ASC 606 in its Form 10-Q, the Company does not
believe that this impacts its conclusion that its disclosure
controls and procedures were effective in light of the fact that
the impact of ASC is immaterial to the Company’s financial
results.
Please
contact me at 303-809-6710 should you have any questions or require
additional information.
Sincerely,
/s/
Charles Ence
Charles
Ence