8-K

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 13, 2020

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.)

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))

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 13, 2020, Eastside Distilling, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended June 30, 2020. The press release is furnished herewith as Exhibit 99.1 to this current report.

The information in this Item 2.02 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release of Eastside Distilling, Inc. dated August 13, 2020, announcing financial results for the second quarter ended June 30, 2020*

* This exhibit is furnished and shall not be deemed “filed” for purposes of the Exchange Act, as amended.

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 13, 2020

EASTSIDE DISTILLING, INC.
By:	/s/ Paul Block
	Paul Block
	Chief Executive Officer

EX-99.1

Exhibit 99.1

Eastside Reports Second Quarter 2020 Financial Results

Company to Host Conference Call at 4:30pm ET Today

PORTLAND, Ore., Aug. 13, 2020 /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 and ready-to-drink “RTD” craft cocktails, reported second quarter 2020 financial results for the period ended June 30, 2020.

“I am excited about the next phase of Eastside’s evolution as we focus our resources on generating value in our Company-owned brands, while taking advantage of the tremendous opportunity ahead of us in our canning and bottling operations,” commented Paul Block, Chairman and CEO of Eastside Distilling.

Business Highlights

● Gross sales for the second quarter of 2020 were $4.3 million compared to $4.0 million for the second quarter of 2019, led by contributions from Azuñia Tequila and growth in mobile canning operations.

● Net loss was $(2.2) million for the second quarter of 2020, compared to $(2.9) million in the second quarter of 2019.

● Delivered another quarter of sequential improvement in adjusted EBITDA, with adjusted EBITDA of $(0.951) million compared to $(1.849) million in the year ago quarter.

● The Company is announcing a restructuring that will reduce operating expenses by at least $2 million annually with most of the actions already taken in the third quarter.

Financial Results

Gross sales for the second quarter of 2020 were $4.3 million compared to $4.0 million for the second quarter of 2019, an increase of 7%. The increase in gross sales is primarily attributable to contributions from the Azuñia Tequila brand which was acquired in September 2019 and growth in mobile canning services offset by a decrease in sales of Redneck Riviera Whiskey products and mobile bottling services. As previously reported on the first quarter conference call, the Company experienced a significant slowdown in sell-through as a result of COVID-19. The Company’s Craft Canning operation is experiencing strong demand from the craft beer industry as brewers have shifted to canned beer instead of kegs as the on-premise market is not likely to return to normal operations soon. These factors have pushed demand towards the Company’s mobile canning business. Gross sales exclude retail tasting room sales that have been classified as discontinued operations.

Amount shown in thousands
	Q2 2020		Q1 2020		% Change			Q2 2020		Q2 2019		% Change
Craft mobile canning sales	$	2,498		1,298		92	%	$	2,498		1,589		57	%
Craft mobile bottling sales		56		102		-45	%		56		231		-76	%
Redneck Riviera sales		456		616		-26	%		456		650		-30	%
Azuñia Tequila sales		529		991		-47	%		529
Burnside Whiskey sales		200		199		1	%		200		192		4	%
Portland Potato Vodka sales		386		352		10	%		386		328		18	%

Note: Craft mobile canning and bottling sales include services and materials (cans, bottles, lids, ends, etc.). Retail tasting room sales of spirit finished goods are excluded as discontinued operations.

Gross margins on net sales were 39% for the second quarter of 2020, compared to 38% during the second quarter of 2019. The increase in gross margins year over year is primarily attributable to a change in product and services mix. The Company is focused on improving overall gross margins by evaluating outsourced production as a means to lower cost of goods sold and increasing efficiency while reducing overhead of its production facilities.

Operating expenses were $3.4 million for the second quarter of 2020, which included $0.9 million of non-cash expenses, compared to $4.1 million, which included $0.9 million of non-cash expenses for the second quarter of 2019. The change in operating expenses consisted of a $0.5 million reduction of general and administrative expenses and a $0.2 million reduction of sales and marketing expenses.

During the first six months of 2020, the Company focused its sales and marketing efforts on the distribution of its brands through the national platform, resulting in the decision to close all four of its retail tasting rooms in Portland, Oregon by March 31, 2020. This decision meets the criteria for reporting the retail operations as discontinued operations in the accompanying unaudited condensed consolidated financial statements. In the current year, the income, expense and cash flows from retail operations during the period they were consolidated have been classified as discontinued operations. For comparative purposes amounts in the prior periods have been reclassified to conform to current year presentation. Additionally, the assets and liabilities from retail operations are shown on the balance sheet as assets and liabilities for discontinued operations.

Net loss was $(2.2) million for the second quarter of 2020, compared to $(2.9) million in the second quarter of 2019.

Adjusted EBITDA was $(0.951) million for the second quarter of 2020, compared to $(1.849) million in the second quarter of 2019. Adjusted EBITDA is a non-GAAP figure and is explained and reconciled below.

Case Volume (9-Liter Equivalent)

Amount shown in thousands 9L Cases
	Q2 2020		Q1 2020		% Change			Q2 2020		Q2 2019		% Change
Redneck Riviera case volume		3.7		5.1		-27	%		3.7		4.6		-20	%
Azunia Tequila case volume		1.7		3.3		-48	%		1.7
Burnside Whiskey case volume		1.0		1.2		-17	%		1.0		1.1		-9	%
Portland Potato Vodka case volume		4.9		4.5		9	%		4.9		4.3		14	%
All other case volume		0.8		0.7		14	%		0.8		1.0		-20	%
Total cases		12.1		14.8		-18	%		12.1		11.0		10	%

Note: Retail tasting room sales of spirit finished goods are excluded as discontinued operations.

COVID-19 Impact to Q2 2020

As previously reported on the first quarter conference call, the company experienced a significant slowdown in sell-through as a result of COVID-19. Additionally, the off-premise retailers delayed the commencement of the planned Azuñia Tequila, Burnside Whiskeys and Hue-Hue Coffee Rum expansion into new territories as a result of COVID-19.

The Company enacted a series of initiatives to improve sell-through, including offering promotional discounts on Redneck Riviera Whiskey and Azuñia Tequila, as well as a focus towards online sales. Further, with the shutdown of on-premise accounts throughout much of the country, Eastside began ramping up support efforts for local off-premise independent stores and wholesalers by creating several programs aimed to energize the local marketplace. Likewise, as the shutdowns diminish, Eastside plans to expand upon these programs to support its off-premise accounts.

The Company’s Craft Canning operation is experiencing strong demand from the craft beer industry as brewers have shifted to canned beer instead of kegs as the on-premise market is not likely to return to normal operations soon. These factors have pushed demand towards the Company’s mobile canning business.

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 the newly implemented lease accounting. The table below provides a reconciliation of this non-GAAP financial measure with the most directly comparable GAAP financial measure.

Conference Call

The Company will hold a conference call today to discuss these results.

Date and Time: Thursday, August 13, 2020 at 4:30pm 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 Investor Relations section of the Company’s website at https://www.eastsidedistilling.com/investors/.

Replay: A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation #10147164. A webcast replay will be available in the Investor Relations section of the Company’s website at https://www.eastsidedistilling.com/investors/ 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 Redneck Riviera Whiskey, newly acquired 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 Bottling + Canning subsidiary is one of the Northwest’s leading independent spirit bottlers and ready-to-drink canners. For more information visit: www.eastsidedistilling.com or follow the Company on Twitter and Facebook.

Important Cautions Regarding Forward-Looking Statements

Certain matters discussed in this press release may be forward-looking statements. 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 impact of COVID-19 and related business disruption, the Company’s ongoing financing requirements and ability to achieve any financing, acceptance of the Company’s products in the market; the Company’s success in obtaining new customers; the Company’s success in product development; the Company’s ability to execute its business model and strategic plans; the Company’s success in integrating acquired entities and assets, and all the risks and related information described from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the financial statements and related information contained in the Company’s Annual Report on Form 10-K and interim Quarterly Reports on Form 10-Q. Examples of forward-looking statements in this release may include statements related to our strategic focus, product verticals, anticipated revenue and profitability, our ability to reduce operating or other expenses, the anticipated demand from the craft beer industry, the effects of COVID-19, including the impact on sales, and the success of initiatives implemented to address the business disruption resulting from COVID-19 and earnings guidance for the second quarter of 2020. The Company assumes no obligation to update the cautionary information in this 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, 2020, and which can be viewed at www.sec.gov and in the investor relations section of the Company’s website at www.eastsidedistilling.com.

Eastside Distilling, Inc. and Subsidiaries

Consolidated Balance Sheets

June 30, 2020 and December 31, 2019

	June 30, 2020			December 31, 2019
Assets
Current assets:
Cash	$	1,915,138		$	342,678
Trade receivables		1,165,021			1,324,333
Inventories		10,749,107			12,331,133
Prepaid expenses and current assets		479,857			397,083
Current assets from discontinued operations		-			74,892
Total current assets		14,309,123			14,470,119
Property and equipment, net		3,642,236			4,687,469
Right of use asset		317,887			577,856
Intangible assets, net		14,430,298			14,674,790
Goodwill		28,182			28,182
Other assets		913,271			1,165,581
Non-current assets from discontinued operations		113,787			261,866
Total Assets	$	33,754,784		$	35,865,863
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,120,345		$	2,881,185
Accrued liabilities		998,583			888,296
Deferred revenue		223,804			-
Secured trade credit facility, net of debt issuance costs		6,318,964			-
Current portion of notes payable		3,912,668			1,819,172
Current portion of lease liability		280,993			423,671
Current liabilities of discontinued operations		24,206			125,278
Total current liabilities		13,879,563			6,137,602
Lease Liability - less current portion		92,527			274,863
Secured trade credit facility, net of debt issuance costs		-			2,961,566
Deferred Consideration for Azunia acquisition (Long Term)		15,451,500			15,451,500
Notes payable - less current portion and debt discount		1,800,749			3,594,254
Non-current liabilities of discontinued operations		86,397			112,760
Total liabilities		31,310,736			28,532,545
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.0001 par value; 15,000,000 shares authorized; 10,017,038 and 9,675,028 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		1,001			967
Additional paid-in capital		52,372,098			51,566,438
Accumulated deficit		(49,929,051	)		(44,234,087	)
Total Stockholders’ Equity		2,444,048			7,333,318
Total Liabilities and Stockholders’ Equity	$	33,754,784		$	35,865,863

Eastside Distilling, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2020 and 2019

	Three Months Ended						Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Sales	$	4,290,620		$	4,003,013		$	8,036,571		$	7,463,792
Less excise taxes, customer programs and incentives		277,152			263,745			639,539			368,814
Net sales		4,013,468			3,739,268			7,397,032			7,094,978
Cost of sales		2,447,876			2,337,515			4,956,674			4,592,241
Gross profit		1,565,592			1,401,753			2,440,358			2,502,737
Operating expenses:
Advertising, promotional and selling expenses		1,145,014			1,334,053			2,843,775			2,553,229
General and administrative expenses		2,300,507			2,774,777			4,485,270			5,371,013
Loss on disposal of property and equipment		(20,357	)		-			(19,136	)		-
Total operating expenses		3,425,164			4,108,830			7,309,909			7,924,242
Loss from operations		(1,859,572	)		(2,707,077	)		(4,869,551	)		(5,421,505	)
Other income (expense), net
Interest expense		(323,780	)		(117,902	)		(627,375	)		(225,312	)
Other income (expense)		-			794			-			794
Total other expense, net		(323,780	)		(117,108	)		(627,375	)		(224,518	)
Loss before income taxes		(2,183,352	)		(2,824,185	)		(5,496,926	)		(5,646,023	)
Provision for income taxes		-			-			-
Loss from continuing operations		(2,183,352	)		(2,824,185	)		(5,496,926	)		(5,646,023	)
Loss from Discontinued operations		(3,063	)		(124,302	)		(198,038	)		(245,903	)
Net loss attributable to Eastside Distilling, Inc. common shareholders	$	(2,186,415	)	$	(2,948,487	)	$	(5,694,964	)	$	(5,891,926	)
Basic and diluted net loss per common share	$	(0.22	)	$	(0.32	)	$	(0.58	)	$	(0.65	)
Basic and diluted weighted average common shares outstanding		9,983,564			9,143,755			9,868,708			9,104,593

	Three Months Ended						Six Months Ended
	June 30						June 30
	2020			2019			2020			2019
Net Loss	$	(2,186,415	)	$	(2,948,487	)	$	(5,694,964	)	$	(5,891,926	)
Add:
Interest Expense		323,780			117,902			627,375			225,312
Loss (gain) on disposal of property and equipment		(20,357	)		-			(19,136	)		-
Loss from discontinued operations		3,063			124,302			198,038			245,903
Stock-based compensation		304,320			521,339			801,919			767,115
Depreciation and amortization		624,956			336,374			1,270,232			658,994
Adjusted EBITDA	$	(950,653	)	$	(1,848,570	)	$	(2,816,536	)	$	(3,994,602	)

CONTACT: Company Contact: Eastside Distilling, (971) 888-4264, inquiries@eastsidedistilling.com; Investor Relations Contact: Lytham Partners, LLC, Robert Blum, (602) 889-9700, east@lythampartners.com