8-K/A

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): June 30, 2016

New Age Beverages Corporation

(Exact name of registrant as specified in its charter)

Washington	333-193725	27-2432263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1700 East 68^th Avenue, Denver, Colorado 80229

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 289-8655

n/a

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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)) 

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this "Amendment") is being filed to provide the required financial statements and pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K (the "Financial Information") with respect to New Age Beverages Corporation's (the "Company") acquisition of Xing Group ("Xing") which occurred on June 30, 2016, as disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2016 (the "Original 8-K"). Pursuant to Item 9.01 (a)(4) and (b)(2), the Company was allowed to file the Financial Information by amendment no later than 75 calendar days after the date that the Original 8-K must be filed.

Unless otherwise disclosed herein, the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the filing of the Original 8-K, or to modify or update those disclosures affected by subsequent events unless otherwise indicated in this Amendment. This Amendment should be read in conjunction with the Original 8-K and the Company's filings made with the Commission subsequent to the Original 8-K, including any amendments to those filings.

Item 9.01Financial Statements and Exhibits

(a)          Financial Statements

Financial statements of Xing for the years ended December 31, 2015 and 2014, as required by Item 9.01(a) of Form 8-K are included with this filing as Exhibit 99.2.

(b)          Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) are being included with this filing as Exhibit 99.3.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release dated June 30, 2016 regarding the acquisition of Xing Group. (1)
99.2	Audited financial statements of Xing Group for the years ended December 31, 2015 and 2014.
99.3	Pro forma financial information.

⁽¹⁾  Filed as an exhibit on Current Report to Form 8-K with the SEC on June 30, 2016.

- 2 -

SIGNATURES

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: September 13, 2016		NEW AGE BEVERAGES CORPORATION
	By:	/s/ Brent Willis
		Name: Brent Willis Title: Chief Executive Officer

- 3 -

EX-99.2

Exhibit 99.2

XING GROUP

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Exhibit 99.2  --  Page 1

INDEPENDENT AUDITORS' REPORT

To the Members of

Xing Group

We have audited the accompanying combined financial statements of Xing Group, including the combined balance sheets as of December 31, 2015 and 2014, and the related statements of income and changes in members' deficit and cash flows for the years then ended, and the related notes to the combined financial statements.

Management's Responsibility for the Combined Financial Statement

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statements that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above presents fairly, in all material respects, the financial position of Xing Group as of December 31, 2015 and 2014, in accordance with accounting principles generally accepted in the United States of America.

/s/ Accell Audit and Compliance, P.A.

Tampa, Florida

September 6, 2016

Exhibit 99.2  --  Page 2

XING GROUP

COMBINED BALANCE SHEETS

December 31, 2015 and 2014

	2015			2014
ASSETS
Current assets
Cash	$	400		$	246,593
Accounts receivable, net		3,095,621			3,178,752
Prepaid expenses		131,793			58,564
Inventory		4,150,443			4,338,951
Total current assets		7,378,257			7,822,860
Property and equipment, net		4,034,876			3,832,753
Deposits		1,750			1,750
TOTAL ASSETS	$	11,414,883		$	11,657,363
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,915,195		$	2,482,802
Current portion of note payable		100,019			103,724
Current portion of capital lease obligations		129,155			63,193
Due to related parties		4,650,000			4,150,000
Line of credit		19,470,000			20,470,000
Total current liabilities		26,264,369			27,269,719
Note payable, net of current portion		2,129,493			2,205,318
Capital lease obligation, net of current portion		66,387			-
Total liabilities		28,460,249			29,475,037
Members' deficit		(17,045,366	)		(17,817,674	)
TOTAL LIABILITIES AND MEMBERS' DEFICIT	$	11,414,883		$	11,657,363

See accompanying notes to the combined financial statements and Independent Auditors' Report

Exhibit 99.2  --  Page 3

XING GROUP

COMBINED STATEMENTS OF INCOME AND CHANGES IN MEMBERS' DEFICIT

December 31, 2015 and 2014

	2015			2014
Revenues, net	$	43,316,772		$	40,163,661
Cost of revenues		33,682,086			31,302,068
Gross profit		9,634,686			8,861,593
Operating expenses
Wages and benefits		5,937,645			5,362,210
General and administrative		2,538,422			2,406,771
Total operating expenses		8,476,067			7,768,981
Income from operations		1,158,619			1,092,612
Other income (expense)
Interest expense		(937,847	)		(984,292	)
Other income		551,536			137,449
Other expense		-			(23,089	)
Total other expense		(386,311	)		(869,932	)
Net Income		772,308			222,680
Members' deficit, beginning of period		(17,817,674	)		(18,040,354	)
Members' deficit, end of period	$	(17,045,366	)	$	(17,817,674	)

See accompanying notes to the combined financial statements and Independent Auditors' Report

Exhibit 99.2  --  Page 4

XING GROUP

COMBINED STATEMENTS OF CASH FLOWS

December 31, 2015 and 2014

	2015			2014
Cash Flows from Operating Activities
Net income	$	772,308		$	222,680
Adjustments to reconcile net income to net cash from operations
Depreciation and amortization		430,989			375,651
Gain on the sale of property and equipment		(71,022	)		(5,500	)
Change in working capital
Accounts receivable, net		83,131			(315,674	)
Prepaid expenses		(73,229	)		68,793
Inventory		188,508			(732,449	)
Deposits		-			(1,750	)
Accounts payable and accrued liabilities		(567,607	)		(599,272	)
Net cash from operating activities		763,078			(987,521	)
Cash flows from investing activities
Purchases of property and equipment		(329,380	)		(311,785	)
Cash flows from financing activities
Activity in due to related parties, net		500,000			1,150,000
Activity on line of credit, net		(1,000,000	)		500,000
Payments on note payable		(79,530	)		(75,987	)
Payments on capital lease obligations		(100,361	)		(28,514	)
Net cash from financing activities		(679,891	)		1,545,499
Net increase in cash		(246,193	)		246,193
Cash at beginning of period		246,593			400
Cash at end of period	$	400		$	246,593
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest	$	937,847		$	984,292
NON-CASH INVESTING AND FINANCING ACTIVITES:
Assets acquired under capital leases	$	228,080		$	91,707

See accompanying notes to the combined financial statements and Independent Auditors' Report

Exhibit 99.2  --  Page 5

XING GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Note 1 - Organization and Nature of Business

Principles of Combination: The combined financial statements present the combined financial position and the combined results of operations of New Age Beverages, LLC, Aspen Pure, LLC, New Age Properties, LLC and Xing Beverage, LLC, collectively (the "Companies" or "Xing").  All significant intercompany transactions and balances have been eliminated in the combined financial statements.

Nature of Operations: The Companies were formed under the laws of the State of Colorado on various dates from 2002 to 2007.  The Companies manufacture, market and sell a portfolio of Healthy Functional Beverages including XingTea®, an all-natural, non-GMO, non-HFCS premium Ready to Drink (RTD) Tea, Aspen Pure®, an artesian-well, naturally-high PH balanced, source water from the Colorado Rocky Mountains, and XingEnergy®, an all-natural, vitamin-enriched, non-GMO and Non-HFCS Energy Drink.  The portfolio of brands is distributed through the Companies own Direct Store Distribution (DSD) network in Colorado and surrounding states, throughout the United States both direct to major retailers and through its network of DSD partners, and in 10 countries around the world.  The brands are sold in all channels of distribution including Hypermarkets, Supermarkets, Pharmacies, Convenience, Gas and other outlets.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation: The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").  The summary of significant accounting policies presented below is designed to assist in understanding the Companies combined financial statements. The combined financial statements and accompanying notes are the representations of the Companies management, who is responsible for their integrity and objectivity.

Revenue Recognition:  The Companies recognize revenue on product sales only when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fee for the arrangement is fixed or determinable; and

• Collectability is reasonably assured.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes.  Actual results could differ from those estimates and assumptions.  The Companies significant estimates relate to the allowance for doubtful accounts, depreciation and amortization periods related to long-lived assets, evaluation of impairment of long-lived assets, and sales return reserve.

Cash and Cash Equivalents: The Companies consider all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents.

Exhibit 99.2  --  Page 6

XING GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Cash Concentration: The Companies maintain their cash and cash equivalents in bank depository accounts with major financial institutions. At times, cash balances may exceed insurance limits provided by the Federal Deposit Insurance Corporation.  The Companies do not believe the concentration is subject to any unusual financial risk beyond the normal risk associated with commercial banking.

Concentrations: Financial instruments that potentially subject the Companies to concentrations of credit risk consist primarily of accounts receivable.  The Companies manage credit risk through credit evaluations and monitoring procedures, and generally does not require collateral or other security on accounts receivable.

From time to time, the Companies have certain customers whose revenue individually represented 10% or more of the Companies total revenue, or whose accounts receivable balances individually represented 10% or more of the Companies total accounts receivable.

For the years ended December 31, 2015 and 2014, no individual customer exceeded 10% of net revenues.

At December 31, 2015 and 2014, one customer accounted for 17% and 11%, respectively, of accounts receivable, net.  

Accounts Receivable: Accounts receivable consists of amounts billed to customers under normal trade terms.  Management determines when accounts are past due on the contractual terms of the sale or from payment history on the account.  Historically, the Companies have had minimal write-offs.  As of December 31, 2015 and 2014, the Companies allowance for doubtful accounts was $15,561 and $30,000.

Inventory: Inventory consists of raw materials, bulk packaging and finished goods.  Finished goods consist of products purchased from third parties, ready for distribution and Xing products packaged by co-packing facilities. The cost elements of the Xing products consist of raw materials and fees charged by the co-packing facilities.  Costs are derived utilizing the first-in, first out method and are stated at the lower of cost or market.  Write-downs are recorded if the net realizable value falls below cost and provides for slow moving or obsolete inventory.

Property and Equipment: Property and equipment is recorded at cost.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

	Useful Life
Building and improvements	39 Years
Equipment	5-7 Years
Vehicles	5 Years
Furniture and office equipment	5-7 Years
Computer and software	3 Years

Repairs and maintenance expenditures not anticipated to extend asset lives and/or productive functionality are expensed as incurred. Upon retirement or disposal, the asset's carrying value and related accumulated depreciation or amortization are eliminated with a corresponding gain or loss recorded from operations.

Exhibit 99.2  --  Page 7

XING GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Long-Lived Assets: The Companies periodically assesses whether there has been impairment in the value of its long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount to the undiscounted future net cash flows, expected to be generated by the asset. If such assets are deemed to be impaired, the amount of impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair market value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair market value, less costs to sell the Assets.

Fair Value of Financial Instruments: The Companies have determined that the carrying value of the Companies cash, accounts receivable and accounts payable and accrued expenses as of December 31, 2015 and 2014 approximate fair value due to their short maturities.  The Companies debt bear market rates of interest.

Income Taxes: The Companies are limited liability companies which are treated as partnerships under the provisions of the Internal Revenue Code. Income and losses are passed through to the members and, accordingly, there is no provision for federal income taxes. Management has evaluated tax positions in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 740, Income Taxes, and has not identified any tax positions, other than electing to be taxed as a pass through entity, that require disclosure.

The Companies' federal and state income tax returns are subject to examination by the Internal Revenue Service, generally for three years after the tax returns were filed.

Advertising:  Advertising costs are expensed as incurred.  For the years ended December 31, 2015 and 2014, the Companies incurred minimal advertising costs.

Shipping and handling: The Companies utilize both internally owned and operated vehicles and third party transport companies to deliver their product.  Third party shipping and handling costs incurred during the years ended December 31, 2015 and 2014 were $1,815,822 and $1,748,285, respectively, and is included in Cost of Revenues in the accompanying combined statements of income.

Note 3 – Inventory

As of December 31, 2015 and 2014, inventory consisted of the following:

	2015		2014
Finished goods	$	3,284,056	$	3,265,481
Raw materials		866,387		1,073,470
	$	4,150,443	$	4,338,951

Exhibit 99.2  --  Page 8

XING GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Note 4 – Property and Equipment

As of December 31, 2015 and 2014, property and equipment consisted of the following:

	2015			2014
Building and improvements	$	3,314,927		$	3,314,927
Equipment		1,447,118			1,291,497
Vehicles		1,274,629			1,022,161
Furniture and office equipment		907,391			783,935
Computer and software		225,445			225,445
Total property and equipment		7,169,510			6,637,965
Less: accumulated depreciation		(3,134,634	)		(2,805,212	)
Property and equipment, net	$	4,034,876		$	3,832,753

Depreciation expense was $430,989 and $375,651 for the years ended December 31, 2015 and 2014, respectively, and is included in "General and administrative" expenses in the accompanying combined statements of income.

Note 5 – Line of Credit

In 2011, the Companies entered into two revolving lines of credit with a financial institution.  The lines of credit bear interest at the Prime Rate, but no less than 4% per annum (4% at December 31, 2015 and 2014).  The lines of credit mature on June 15, 2016 and are guaranteed by a member of the Companies.  The lines of credit were paid in full during 2016.

Note 6 – Notes Payable and Capital Leases

In October 2013, the Companies borrowed $2,400,000 from a financial institution at an interest rate of 4.53%. The loan is secured by a deed of trust, is payable in monthly installments of principal and interest of $15,269 and a balloon payment of $1,998,985 and matures in October 2018.  The loan was paid in full during 2016.

The Companies also entered into various capital leases between 2013 and 2015, with various interest rates and maturities through August 2019.  Monthly lease payments range from $334 to $2,476.

Year Ended December 31,	Notes Payable		Capital Leases
2016	$	183,231	$	133,208
2017		183,231		30,475
2018		2,136,408		28,288
2019		-		11,568
Total minimum payments		2,502,870		203,539
Less amounts representing interest		273,358		7,997
Present value of minumum payments		2,229,512		195,542
Less current portion		100,019		129,155
Long-term portion	$	2,129,493	$	66,387

Exhibit 99.2  --  Page 9

XING GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Note 7 – Related party

The Companies have entered into short-term operating advances with related parties. These advances bear no interest and are due on demand.  The balances due as December 31, 2015 and 2014 were $4,650,000 and $4,150,000, respectively.  The loans were paid in full during 2016.

Note 8 - Commitments And Contingencies

Leases:The Companies lease a warehouse facility in Colorado which expires in August 2017 with monthly rental payments ranging from $9,000 to $11,000 over the lease term.  The Companies have an option to extend the lease for two additional three-year lease periods.  The lease contains minimum rent escalation clauses at various intervals, resulting in minimal differences between the monthly rental payments and rent expense determined on a straight-line basis over the life of the lease. The Companies are also responsible for its share of landlord's operating expenses.

As of December 31, 2015, the future minimum rental payments under the non-cancelable operating lease obligation is as follows:

Year Ended December 31,
2016	$	128,000
2017		88,000
	$	216,000

Total rent expense for the years ended December 31, 2015 and 2014 was $170,000 and $155,500, respectively.

Litigation, Claims and Assessments:From time to time, the Companies are subject to various litigation and other claims in the normal course of business. The Companies establish liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the combined financial statements with respect to any matters.

Note 9 - Subsequent Events

The Companies have evaluated subsequent events through September 6, 2016, the date the combined financial statements were available to be issued and has determined the following subsequent events require disclosure in the combined financial statements:

On June 30, 2016, the Companies were acquired by New Age Beverages Corporation for a total purchase consideration of $19,995,000 paid to the members, which consisted of $8,500,000 in cash, a note payable for $4,500,000 and 4,353,915 shares of common stock.  The common stock received was valued at $1.61 per share, which was the volume weighted average closing stock for the thirty days preceding the acquisition.

Exhibit 99.2  --  Page 10

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Further to the Form 8-K dated June 30, 2016, on May 20, 2016, New Age Beverages Corporation ("NABC"), formerly known as Bucha, Inc., and American Brewing Company, Inc., a Washington corporation ("we" or the "Company"), entered into an Asset Purchase Agreement (the "Agreement") whereby the Company acquired substantially all of the operating assets of New Age Beverages, LLC, New Age Properties, LLC, Aspen Pure, LLC and Xing Beverage, LLC (collectively, "Xing"), which are companies engaged in the manufacture and sale of various teas and beverages (the "Acquisition"). On May 20, 2016, the parties executed the Asset Purchase Agreement for the Acquisition.  On June 30, 2016 (the "Closing Date"), the parties executed the final exhibits and the Company transferred the purchase price and other consideration described in the Agreement, thereby closing the transaction.

The accompanying unaudited pro forma combined financial statements present the pro forma consolidated financial position and results of operations of the combined company based upon NABC's and Xing's historical financial statements, after giving effect to NABC's acquisition of Xing and the adjustments described in the following footnotes, and are intended to reflect the impact of this acquisition on NABC on a pro forma basis.

The unaudited pro forma combined balance sheets as of December 31, 2015 and 2014 reflect the acquisition of Xing as if it had been consummated on that date and includes historical information as reported by the separate companies as well as adjustments that give effect to events that are directly attributable to the Acquisition and that are factually supportable.

The unaudited pro forma combined statements of operations for the year ended December 31, 2015 and the year ended December 31, 2014 give effect to the Acquisition as if it had been consummated on January 1, 2014 and include historical information as reported by the separate companies as well as adjustments that give effect to events that are directly attributable to the Acquisition, are expected to have a continuing impact and are factually supportable.

The accompanying unaudited pro forma combined financial statements are presented for illustrative purposes only. They do not purport to represent what NABC's consolidated results of operations and financial position would have been had the Acquisition actually occurred as of the dates indicated, and they do not purport to project NABC's future consolidated results of operations or financial position. The unaudited pro forma combined statements of operations and income do not reflect any adjustments for the effect of non-recurring items that NABC may realize as a result of the Acquisition. The unaudited pro forma combined financial statements include certain reclassifications to conform the historical financial information of Xing to the presentation of NABC.

Pro forma adjustments are necessary to reflect the estimated purchase price and to reflect the amounts related to tangible and intangible assets and liabilities acquired at an amount equal to the preliminary estimate of their fair values. The pro forma adjustments reflecting the completion of the Acquisition are based upon the acquisition method of accounting in accordance with Accounting Standards Codification 805, "Business Combinations" ("ASC 805"), and the assumptions set forth in the notes to the unaudited pro forma combined financial statements. Management has made a preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates. The allocation of the purchase price is preliminary pending finalization of various estimates and valuation analyses.

The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document.

NEW AGE BEVERAGES CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2015

	New Age Beverages Corporation			Xing Group			Pro Forma Adjustments			Pro Forma Balance Sheet
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	43,856		$	400		$	-		$	44,256
Accounts receivable, net		259,619			3,095,621			-			3,355,240
Inventories, net		196,220			4,150,443			-			4,346,663
Prepaid expenses and other current assets		26,264			131,793			-			158,057
Total current assets		525,959			7,378,257			-			7,904,216
Property and equipment, net		66,336			4,034,876	(A)		3,383,913			7,485,125
Deposits		-			1,750			-			1,750
Customer relationships, net		187,500			-			-			187,500
Goodwill		389,014			-	(B)		6,946,515			7,335,529
Total assets	$	1,168,809		$	11,414,883		$	10,330,428		$	22,914,120
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	282,845		$	1,915,195		$	-		$	2,198,040
Current portion of notes payable and capital leases, net of unamortized discounts		-			178,960			-			229,960
Due to related parties		-			4,650,000	(C)		(4,650,000	)		-
Related party note payable		-			-	(D)		4,500,000			4,500,000
Factoring payable		110,663			-			-			110,663
Accrued expenses and other current liabilities		177,589			-			-			177,589
Line of credit		-			19,470,000			(19,470,000	)		-
Total current liabilities		571,097			26,264,369			(19,620,000	)		7,215,466
Note payable and capital leases, less current portion, net of unamortized discounts		78,931			2,195,880	(D)		5,918,928			8,193,739
Related party debt, net of unamortized discounts		23,669			-	(D)		(23,669	)		-
Total liabilities		673,697			28,460,249			(13,724,741	)		15,409,205
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 50,000,000 shares authorized;
19,757,840 shares issued and outstanding		15,404			-			4,354			19,758
Series A Preferred stock, $0.001 par value: 250,000 shares
authorized, 250,000 shares issued and outstanding		282			-			-			282
Series B Preferred stock, $0.001 par value: 300,000 shares
authorized, 254,807 shares issued and outstanding		255			-			-			255
Additional paid-in capital		3,811,049			-	(E)		7,005,449			10,816,498
Accumulated deficit		(3,331,878	)		(17,045,366	) (E)		17,045,366			(3,331,878	)
Total stockholders' equity		495,112			(17,045,366	)		24,055,169			7,504,915
Total liabilities and stockholders' equity	$	1,168,809		$	11,414,883		$	10,330,428		$	22,914,120

Exhibit 99.3 -- Page 2

NEW AGE BEVERAGES CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015

	New Age Beverages Corporation			Xing Group			Pro Forma Adjustments			Pro Forma Statement of Operations
REVENUES	$	2,421,752		$	43,316,772		$	-		$	45,738,524
Net Revenue		2,421,752			43,316,772			-			45,738,524
Cost of Goods Sold		2,008,376			33,682,086			-			35,690,462
GROSS PROFIT		413,376			9,634,686			-			10,048,062
OPERATING EXPENSES:
Advertising, promotion and selling		260,625			-			-			260,625
General and administrative		1,211,423			8,476,067	(F)		57,513			9,745,003
Gain on forgiveness of accrued payroll		(500,000	)		-			-			(500,000	)
Legal and professional		272,761			-			-			272,761
Total operating expenses		1,244,809			8,476,067			57,513			9,778,389
(LOSS) INCOME FROM OPERATIONS		(831,433	)		1,158,619			(57,513	)		269,673
OTHER INCOME (EXPENSE):
Interest expense		(141,282	)		(937,847	) (G)		(191,053	)		(1,270,182	)
Other income		1			551,536			-			551,537
Total other income (expense)		(141,281	)		(386,311	)		(191,053	)		(718,645	)
(LOSS) INCOME FROM CONTINUING OPERATIONS		(972,714	)		772,308			(248,566	)		(448,972	)
Loss on sales of discontinued operations		(256,773	)		-			-			(256,773	)
Income from discontinued operations		126,154			-			-			126,154
NET (LOSS) INCOME	$	(1,103,333	)	$	772,308		$	(248,566	)	$	(579,591	)
Weighted Average Number of Common
Shares Outstanding - Basic		15,403,925			4,353,915						19,757,840
Weighted Average Number of Common
Shares Outstanding - Diluted		15,403,925			4,353,915						19,757,840
NET INCOME (LOSS) PER SHARE -
BASIC	$	(0.06	)	$	0.18			N/A		$	(0.02	)
NET INCOME (LOSS) PER SHARE -
DILUTED	$	(0.06	)	$	0.18			N/A		$	(0.02	)

Exhibit 99.3 -- Page 3

NEW AGE BEVERAGES CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2014

	New Age Beverages Corporation			Xing Group			Pro Forma Adjustments			Pro Forma Balance Sheet
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	125,312		$	246,593		$	-		$	371,905
Accounts receivable, net		254,705			3,178,752			-			3,433,457
Inventories, net		286,070			4,338,951			-			4,625,021
Prepaid expenses and other current assets		13,865			58,564			-			72,429
Total current assets		679,952			7,822,860			-			8,502,812
Property and equipment, net		65,453			3,832,753	(A)		3,383,913			7,282,119
Deposits		-			1,750			-			1,750
Goodwill		-			-	(B)		6,946,515			6,946,515
Total assets	$	745,405		$	11,657,363		$	10,330,428		$	22,733,196
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	616,719		$	2,482,802		$	-		$	3,099,521
Current portion of notes payable and capital leases, net of unamortized discounts		3,689			166,917			-			170,606
Convertible note payable to related parties		120,000			-			-			120,000
Note payable related parties		-			4,150,000	(C)		(4,150,000	)		-
Related party note payable		-			-			4,500,000			4,500,000
Accrued expenses and other current liabilities		449,823			-			-			449,823
Line of credit					20,470,000	(D)		(20,470,000	)		-
Total current liabilities		1,190,231			27,269,719			(20,120,000	)		8,339,950
Note payable and capital leases, less current portion, net of unamortized discounts		-			2,205,318	(D)		5,622,951			7,828,269
Total liabilities		1,190,231			29,475,037			(14,497,049	)		16,168,219
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Members' equity, no par value, 40,000,000 shares authorized;
1,366,042 shares issued and outstanding		(35,000	)		-			-			(35,000	)
Common stock, $0.001 par value, 50,000,000 shares authorized;
4,353,915 shares issued and outstanding		-						4,354			4,354
Series A Preferred stock, no par value: 8,000,000 shares
authorized, 6,205,558 shares issued and outstanding		4,327,628			-			-			4,327,628
Additional paid-in capital		126,328			-	(E)		7,005,449			7,131,777
Accumulated deficit		(4,863,782	)		(17,817,674	) (E)		17,817,674			(4,863,782	)
Total stockholders' equity		(444,826	)		(17,817,674	)		24,827,477			6,564,977
Total liabilities and stockholders' equity	$	745,405		$	11,657,363		$	10,330,428		$	22,733,196

Exhibit 99.3 -- Page 4

NEW AGE BEVERAGES CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

	New Age Beverages Corporation			Xing Group			Pro Forma Adjustments			Pro Forma Statement of Operations
REVENUES	$	2,789,936		$	40,163,661		$	-		$	42,953,597
Net Revenue		2,789,936			40,163,661			-			42,953,597
Cost of Goods Sold		1,911,932			31,302,068			-			33,214,000
GROSS PROFIT		878,004			8,861,593			-			9,739,597
OPERATING EXPENSES:
Advertising, promotion and selling		578,970			-			-			578,970
General and administrative		595,199			7,768,981	(F)		57,513			8,421,693
Gain on forgiveness of accrued payroll		-			-			-			-
Legal and professional		470,193			-			-			470,193
Total operating expenses		1,644,362			7,768,981			57,513			9,470,856
(LOSS) INCOME FROM OPERATIONS		(766,358	)		1,092,612			(57,513	)		268,742
OTHER INCOME (EXPENSE):
Interest expense		(125,169	)		(984,292	) (G)		(144,608	)		(1,254,069	)
Other income		92			114,360			-			114,452
Total other income (expense)		(125,077	)		(869,932	)		(144,608	)		(1,139,617	)
NET (LOSS) INCOME	$	(891,435	)	$	222,680		$	(202,121	)	$	(870,876	)
Weighted Average Number of Common
Shares Outstanding - Basic		-			4,353,915			-			4,353,915
Weighted Average Number of Common
Shares Outstanding - Diluted		-			4,353,915			-			4,353,915
NET INCOME (LOSS) PER SHARE -
BASIC	$	NA		$	(0.20	)		N/A		$	(0.20	)
NET INCOME (LOSS) PER SHARE -
DILUTED	$	NA		$	(0.20	)		N/A		$	(0.20	)

Exhibit 99.3 -- Page 5

NEW AGE BEVERAGES CORPORATION

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1.           Basis of Presentation

The unaudited pro forma combined financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been omitted pursuant to such rules and regulations; accordingly, these pro forma combined financial statements should be read in connection with New Age Beverages Corporation ("NABC") and Xing Group ("Xing") historical audited and unaudited financial statements referred to above.

The unaudited pro forma combined balance sheets as December 31, 2015 and 2014 reflect the acquisition of Xing as if it had been consummated on that date and includes historical information as reported by the separate companies as well as adjustments that give effect to events that are directly attributable to the Acquisition and that are factually supportable.

The unaudited pro forma combined statements of operations for the year ended December 31, 2015 and the year ended December 31, 2014 give effect to the Acquisition as if it had been consummated on January 1, 2014 and include historical information as reported by the separate companies as well as adjustments that give effect to events that are directly attributable to the Acquisition, are expected to have a continuing impact and are factually supportable.

2.           Acquisition of Xing

On June 30, 2016, NABC acquired the assets of New Age Beverage, LLC, New Age Properties, LLC, Aspen Pure, LLC, and Xing Beverage, LLC (collectively, Xing). Xing is engaged in the manufacturing and sale of various teas and beverages, which will help the Company expand its capabilities and product offering.  The operating results of Xing will be consolidated with those of NABC beginning July 1, 2016.  Total purchase consideration paid was $19,995,000, which consisted of $8,500,000 of cash, a note payable for $4,500,000 and 4,353,915 shares of common stock.  The common stock issued was valued at $1.61 per share, which was the volume weighted average closing stock for the thirty days preceding the acquisition.

The purchase price was allocated to the net assets acquired based on their estimated fair values as follows:

Accounts receivable	$	5,627,669
Inventories		4,847,417
Prepaid expenses and other current assets		492,972
Property and equipment, net		7,418,789
Other intangible assets acquired		-
Assumption of accounts payable, accrued expenses and other current liabilities		(5,338,362	)
		13,048,485
Goodwill		6,946,515
Total Inventory	$	19,995,000

Exhibit 99.3 -- Page 6

NEW AGE BEVERAGES CORPORATION

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

2.           Acquisition of Xing (Continued)

The above allocation is preliminary and is subject to change.  Because the acquisition was consummated on June 30, 2016, NABC has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment.  The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill.  Once identified, these other intangible assets, if any, will be recorded at their fair values.  NABC is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately 6 months.  Any adjustments necessary may be material to the condensed consolidated balance sheet and the amount of goodwill recognized.  Any resulting adjustments would have no impact to the June 30, 2016 reported operating results.

3.           Pro Forma Adjustments

The following is a summary of pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements based on preliminary estimates, which may change as additional information is obtained.

Pro Forma Condensed Combined Balance Sheet Adjustments

A. To record the PPE adjustment to the acquisition of Xing.

B. To record goodwill related to the acquisition of Xing.

C. To eliminate the previously recorded due to related party.

D. To record the related party note related to the acquisition of Xing.

E. To record the equity transactions related to the acquisition of Xing.

Pro Forma Statement of Comprehensive Income Adjustments

F. To record the depreciation expense related to the acquisition.

G. To record interest expense.

Exhibit 99.3 -- Page 7