10-Q/A 1 a2019033110-qa.htm 10-Q/A Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 10-Q/A
Amendment No. 1
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________
 
Commission File Number 0-26542
CRAFT BREW ALLIANCE, INC.
(Exact name of registrant as specified in its charter) 
Washington
 
91-1141254
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
929 North Russell Street
 
 
Portland, Oregon
 
97227-1733
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:  (503) 331-7270
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐ 
Smaller reporting company ☐
Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒
Securities Registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.005 par value
BREW
The NASDAQ Stock Market LLC

The number of shares of the registrant’s common stock outstanding as of May 2, 2019 was 19,414,950.
 


EXPLANATORY NOTE

Craft Brew Alliance, Inc. (the "Company"), is filing this Amendment No. 1 on Form 10‑Q/A ("Amendment") to its Quarterly Report on Form 10‑Q for the quarter ended March 31, 2019, as originally filed with the Securities and Exchange Commission on May 8, 2019 (the "Original Filing"), solely to replace Exhibit 99.1 furnished with the Original Filing with a corrected Exhibit 99.1. The Exhibit 99.1 included in the Original Filing reflected an incorrect table under "Supplemental Disclosures Regarding Non-GAAP Financial Information." As a result of the correction, Adjusted EBITDA for the three months ended March 31, 2019, is ($1,390,000), not ($644,000). A new Exhibit 99.1 with the appropriate corrections is furnished as Exhibit 99.1 attached hereto.

This amendment speaks as of the original filing date and does not reflect events occurring after the Original Filing or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company's financial statements or any other disclosure contained in the Original Filing. This Amendment is an exhibit-only filing. Except for Exhibit 99.1, this Amendment does not otherwise update any exhibits as originally filed.

As required by Rule 12b‑15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a‑14(a). As this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S‑K, paragraphs 4 and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), as no financial statements are being filed with this Amendment.


PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit Number
Exhibit Description
Certification of Chief Executive Officer of Craft Brew Alliance, Inc. pursuant to Exchange Act Rule 13a-14(a)
Certification of Chief Financial Officer of Craft Brew Alliance, Inc. pursuant to Exchange Act Rule 13a-14(a)
Press Release dated May 8, 2019 (revised)

* Filed herewith
** Furnished herewith


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 thereunto duly authorized.

 
CRAFT BREW ALLIANCE, INC.
 
 
 
 
 
May 10, 2019
By: 
/s/ Edwin A. Smith
 
 
 
Edwin A. Smith
 
 
 
Corporate Controller and
Principal Accounting Officer
 

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