Eastside Distilling(EAST) - 2019 Q1 - Quarterly Report

PART I—FINANCIAL INFORMATION This section provides the unaudited financial information for Eastside Distilling, Inc., including detailed financial statements, management's discussion and analysis, market risk disclosures, and control procedures Item 1. Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements for Eastside Distilling, Inc. and its subsidiaries as of March 31, 2019, and for the three months ended March 31, 2019 and 2018 Condensed Consolidated Balance Sheets The company's total assets increased by approximately $2.78 million from December 31, 2018, to March 31, 2019, primarily driven by increases in property and equipment, right-of-use assets, and intangible assets Balance Sheet Summary | Metric | March 31, 2019 | December 31, 2018 | Change (vs. Dec 31, 2018) | |:---|:---|:---|:---| | Assets | | | | | Cash | $4,180,799 | $10,642,877 | -$6,462,078 | | Trade receivables | $1,867,871 | $1,064,078 | +$803,793 | | Inventories | $11,565,655 | $11,017,459 | +$548,196 | | Property and equipment, net | $4,804,585 | $1,758,130 | +$3,046,455 | | Right-of-use assets | $1,180,632 | - | +$1,180,632 | | Intangible assets, net | $3,065,039 | $285,676 | +$2,779,363 | | Total Assets | $29,139,327 | $26,357,808 | +$2,781,519 | | Liabilities | | | | | Total current liabilities | $3,910,201 | $2,372,584 | +$1,537,617 | | Total liabilities | $11,179,221 | $7,606,690 | +$3,572,531 | | Stockholders' Equity | | | | | Total Stockholders' Equity | $17,960,106 | $18,751,118 | -$791,012 | Condensed Consolidated Statements of Operations For the three months ended March 31, 2019, the company experienced significant sales growth, with net sales increasing by 186.5% year-over-year, though cost of sales and operating expenses grew at an even faster rate, leading to a substantial increase in net loss attributable to common shareholders Statements of Operations Summary | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | YoY Change (%) | |:---|:---|:---|:---| | Sales | $3,685,700 | $1,413,182 | 160.8% | | Net sales | $3,496,299 | $1,220,333 | 186.5% | | Cost of sales | $2,321,298 | $627,523 | 270.0% | | Gross profit | $1,175,001 | $592,810 | 98.2% | | Gross margin | 34% | 49% | -15 percentage points | | Total operating expenses | $4,011,030 | $1,855,489 | 116.2% | | Loss from operations | $(2,836,029) | $(1,262,679) | 124.6% | | Net loss attributable to Eastside Distilling, Inc. common shareholders | $(2,943,439) | $(1,318,524) | 123.2% | | Basic and diluted net loss per common share | $(0.32) | $(0.27) | 18.5% | | Basic and diluted weighted average common shares outstanding | 9,099,382 | 4,920,534 | 84.9% | Condensed Consolidated Statements of Cash Flows The company experienced a significant net decrease in cash for the three months ended March 31, 2019, primarily due to increased cash usage in operating and investing activities, with financing activities providing minimal cash compared to the prior year Statements of Cash Flows Summary | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | YoY Change | |:---|:---|:---|:---| | Net cash used in operating activities | $(3,877,064) | $(2,547,057) | $(1,330,007) | | Net cash used in investing activities | $(2,555,944) | $(343,722) | $(2,212,222) | | Net cash provided by financing activities | $(29,070) | $1,858,583 | $(1,887,653) | | Net decrease in cash | $(6,462,078) | $(1,032,196) | $(5,439,882) | | Cash - end of period | $4,180,799 | $1,554,119 | +$2,626,680 | - Acquisition of business, net of cash acquired, was a significant use of cash in investing activities, totaling $(1,449,917) in Q1 2019, compared to $0 in Q1 2018[15] Notes to the Condensed Consolidated Financial Statements These notes provide detailed explanations of the company's business, financial position, and performance, including significant accounting policies, recent acquisitions, liquidity management, debt obligations, equity changes, and related party transactions 1. Description of Business Eastside Distilling, Inc. is an Oregon-based craft spirits producer and marketer, selling products in 46 states and Ontario, Canada, also providing contract bottling, canning, and packaging services through its subsidiaries - The company produces and markets craft spirits (bourbon, American whiskey, vodka, gin, rum) and sells them in 46 states and Ontario, Canada[16] - Through subsidiaries MotherLode Craft Distillery and Craft Canning + Bottling (acquired January 11, 2019), the company provides contract bottling, canning, and packaging services[17] 2. Liquidity The company has historically relied on debt and equity financings to fund operations, incurring a net loss of $2.9 million and an accumulated deficit of $30 million as of March 31, 2019 - Incurred a net loss of $2.9 million and had an accumulated deficit of $30 million as of March 31, 2019[18] - Had $4.2 million cash on hand and $15.2 million positive working capital at March 31, 2019[19] - Management believes current cash, receivables, inventory, and expected revenue will be sufficient for the next twelve months, focusing on increased sales, profit growth, and expense control[19] 3. Summary of Significant Accounting Policies The financial statements are prepared in accordance with GAAP for interim information, with key policies including consolidation of subsidiaries, single segment reporting, revenue recognition upon shipment, and expensing advertising costs - Consolidated financial statements include Eastside Distilling, Inc.'s wholly-owned subsidiaries: MotherLode, BBD, and Craft Canning (from January 11, 2019)[23] - Recognizes revenue when merchandise is shipped from a warehouse to wholesale customers, or upon consignee's shipment for consignment sales[27] - Adopted ASU 2016-02 (Leases) on January 1, 2019, recognizing right-of-use assets of $920,805 and lease liabilities of $1,110,445, with an immaterial net adjustment to retained earnings[64] - Adopted ASU 2018-07 (Compensation – Stock Compensation) on January 1, 2019, aligning accounting for employee and nonemployee share-based awards, with no material impact[65] 4. Business Acquisitions On January 11, 2019, the company acquired Craft Canning + Bottling, LLC for a total value of $4,844,882, paid through common stock, cash, and notes payable, significantly expanding its bottling and canning services Acquisition Consideration | Consideration Given | | |:---|:---| | 338,212 shares of common stock | $2,080,004 | | Cash | $2,003,200 | | Notes payable | $761,678 | | Total value of acquisition | $4,844,882 | - Acquired Craft Canning + Bottling, LLC on January 11, 2019, a provider of bottling and canning services[69] - Craft Canning contributed $1,476,999 in revenue and $121,149 in net income to the consolidated statements of operations from January 11, 2019, through March 31, 2019[73] 5. Inventories Inventories, primarily bulk and bottled liquor and merchandise, increased to $11,565,655 as of March 31, 2019, from $11,017,459 at December 31, 2018, with raw materials constituting the largest portion Inventory Composition | Inventory Category | March 31, 2019 | December 31, 2018 | |:---|:---|:---| | Raw materials | $10,571,725 | $10,347,616 | | Finished goods | $993,930 | $669,843 | | Total inventories | $11,565,655 | $11,017,459 | 6. Property and Equipment Net property and equipment significantly increased to $4,804,585 at March 31, 2019, from $1,758,130 at December 31, 2018, primarily due to substantial purchases totaling $1,406,026 in Q1 2019 Property and Equipment Details | Category | March 31, 2019 | December 31, 2018 | |:---|:---|:---| | Total cost | $6,249,179 | $2,101,058 | | Less accumulated depreciation | $(1,444,594) | $(342,928) | | Property and equipment - net | $4,804,585 | $1,758,130 | - Purchases of property and equipment totaled $1,406,026 for the three months ended March 31, 2019, a significant increase from $343,722 in the prior year period[76] 7. Intangible Assets and Goodwill Net intangible assets and goodwill increased substantially to $3,093,221 at March 31, 2019, from $313,858 at December 31, 2018, primarily driven by a significant increase in customer lists due to the Craft Canning acquisition Intangible Assets and Goodwill Details | Category | March 31, 2019 | December 31, 2018 | |:---|:---|:---| | Customer lists | $3,246,748 | $351,430 | | Goodwill | $28,182 | $28,182 | | Intangible assets and goodwill - net | $3,093,221 | $313,858 | - Amortization expense for intangible assets increased significantly to $130,776 for the three months ended March 31, 2019, from $2,370 in the prior year period[78] 8. Other Assets Net other assets increased to $985,685 at March 31, 2019, from $796,260 at December 31, 2018, primarily due to capitalized costs for product rebranding and investments in an online direct-to-consumer business Other Assets Details | Category | March 31, 2019 | December 31, 2018 | |:---|:---|:---| | Product branding | $555,000 | $525,000 | | Investments in online company | $450,000 | $300,000 | | Other assets - net | $985,685 | $796,260 | - The company invested in an online (direct-to-consumer) business in December 2018 and January 2019, intending to sell select products through this platform[81] 9. Leases Upon adopting the new lease accounting standard (ASU 2016-02) on January 1, 2019, the company recognized right-of-use assets of $920,805 and lease liabilities of $1,110,445, with these balances increasing by March 31, 2019 - Recognized right-of-use assets of $920,805 and lease liabilities of $1,110,445 upon adoption of ASU 2016-02 on January 1, 2019[82] - As of March 31, 2019, right-of-use assets were $1,180,632 and lease liabilities were $1,375,443[82] - Aggregate lease expense for the three months ended March 31, 2019, was $151,111[82] 10. Notes Payable Total notes payable significantly increased to $4,195,953 at March 31, 2019, from $2,300,000 at December 31, 2018, reflecting new debt instruments, including those related to the Craft Canning acquisition Notes Payable Summary | Category | March 31, 2019 | December 31, 2018 | |:---|:---|:---| | Total notes payable | $4,195,953 | $2,300,000 | | Less current portion | $580,647 | - | | Long-term portion of notes payable | $3,615,306 | $2,300,000 | - Paid $30,035 in interest on notes for the three months ended March 31, 2019, compared to $8,917 in the prior year period[85] Notes Payable Maturities | Year Ending December 31 | Maturities on Notes Payable | |:---|:---| | 2019 | $389,948 | | 2020 | $505,968 | | 2021 | $2,808,570 | | Thereafter | $491,467 | | Total | $4,195,953 | 11. Secured Credit Facility The company has a $3,000,000 secured credit facility with The KFK Children's Trust, bearing an annual interest rate of 7.00%, secured by bulk whiskey, bourbon, and rye inventory - Entered into a $3,000,000 secured credit facility on May 10, 2018, with The KFK Children's Trust, secured by bulk whiskey, bourbon, and rye inventory[89] - The loans have an annual interest rate of 7.00% and mature on June 10, 2021[91] - As of March 31, 2019, the company had borrowed the full $3 million available, and paid $45,889 in interest during the quarter[91] 12. Commitments and Contingencies The company is not currently subject to any material legal proceedings, though it may face claims in the ordinary course of business, which could be time-consuming and expensive - The company is not currently subject to any material legal proceedings[93] 13. Net Loss per Common Share Basic and diluted net loss per common share for the three months ended March 31, 2019, was $(0.32), an increase from $(0.27) in the prior year, reflecting a higher net loss and an increased weighted average number of common shares outstanding Net Loss per Common Share Calculation | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | |:---|:---|:---| | Net loss attributable to common shareholders | $(2,943,439) | $(1,318,524) | | Weighted average shares | 9,099,382 | 4,920,534 | | Basic and diluted net loss per common share | $(0.32) | $(0.27) | 14. Stockholder's Equity Total stockholders' equity decreased to $17,960,106 at March 31, 2019, from $18,751,118 at December 31, 2018, primarily due to the net loss and an adjustment for the adoption of ASC 842 Stockholders' Equity Changes | Equity Component | December 31, 2018 | March 31, 2019 | |:---|:---|:---| | Common Shares | 8,764,085 | 9,110,635 | | Common Stock Amount | $876 | $911 | | Additional Paid-in Capital | $45,888,872 | $48,228,617 | | Accumulated Deficit | $(27,138,630) | $(30,269,422) | | Total Stockholders' Equity | $18,751,118 | $17,960,106 | - Issued 338,212 shares of common stock for $2,080,004 in connection with the Craft Canning acquisition on January 11, 2019[100] - Issued 8,338 shares of common stock to directors and employees for stock-based compensation of $48,444 in March 2019[100] - Granted 146,262 common stock warrants in connection with the Craft Canning acquisition, with an estimated fair value of $133,537 at issuance[116] 15. Related Party Transactions The company engaged in various transactions with related parties, including its Executive Chairperson, Grover Wickersham, and Sandstrom Partners, involving purchases of units, warrant exercises, and payments for services - Grover Wickersham (Executive Chairperson) and his affiliates purchased units and exercised warrants in 2017 and 2018, totaling approximately $250,000 in proceeds from unit sales and $300,000 from warrant exercises[119][120] - Paid Sandstrom Partners $80,000 in cash during Q1 2019 for brand development services; previous transactions included cash, stock, and warrants[123] - The Grover T. Wickersham Employees' Profit Sharing Plan (PSP) and the Wickersham Trust purchased promissory notes from the company in 2017, with subsequent warrant exercises reducing outstanding principal[124][125] 16. Subsequent Events Between April 3, 2019, and May 10, 2019, the company issued 24,101 shares of common stock to employees for stock-based compensation valued at $160,000, and 1,077 shares for an employee option exercise - Issued 24,101 shares of common stock to employees for stock-based compensation of $160,000 between April 3, 2019, and May 10, 2019[129] - Issued 1,077 shares on April 5, 2019, in connection with an employee option exercise[129] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational results for the three months ended March 31, 2019, highlighting sales growth, increased investments, and a higher net loss Business Overview Eastside Distilling is a craft spirits producer focused on expanding its Pacific Northwest base and selectively entering new markets, driven by key brands and strategic acquisitions that enhance premium offerings and contract services - Company is an Oregon-based producer and marketer of craft spirits, founded in 2008, with products including bourbon, American whiskey, vodka, gin, and rum[134] - Growth strategy involves building on the Pacific Northwest base and expanding selectively to other markets using major spirits distributors[134] - Key brands include Redneck Riviera Whiskey (RRW), developed in collaboration with John Rich, which generated strong commercial progress in 2018[134] - Acquired 90% of Big Bottom Distillery (BBD) in May 2017 (remaining 10% in Dec 2018) for super-premium gins and whiskeys, and Craft Canning + Bottling in January 2019 to expand contract bottling, canning, and packaging services[136] Results of Operations The first quarter of 2019 saw a 161% increase in gross sales, driven by Redneck Riviera Whiskey, the Craft Canning acquisition, and increased Pacific Northwest wholesale sales, though a higher growth rate in expenses led to a $2.94 million net loss Sales Breakdown by Category | Sales Category | Q1 2019 Sales | Q1 2019 % of Total | Q1 2018 Sales | Q1 2018 % of Total | |:---|:---|:---|:---|:---| | Wholesale | $1,467,189 | 40% | $755,714 | 53% | | Private Label (Co-packing) | $1,993,591 | 54% | $351,658 | 24% | | Retail / Special Events | $224,921 | 6% | $305,810 | 23% | | Total Sales | $3,685,700 | 100% | $1,413,182 | 100% | - Gross sales increased by 161% in Q1 2019 over Q1 2018, primarily due to Redneck Riviera Whiskey sales momentum, the Craft Canning acquisition, and increased Pacific Northwest wholesale sales[137][140][141] - Gross margin decreased from 49% in Q1 2018 to 34% in Q1 2019, mainly due to changes in product and business mix, higher raw material costs, and increased facilities costs[145] - Net loss attributable to common shareholders increased to $2,943,439 in Q1 2019 from $1,319,117 in Q1 2018, driven by higher general and administrative expenses (up 121%) and advertising, promotional, and selling expenses (up 107.4%)[147][150] Liquidity and Capital Resources The company's capital requirements primarily fund inventories, operating activities, and acquisitions, historically relying on debt and equity financings rather than operations - Primary capital requirements are for financing inventories, operating activities, and acquisitions[151] - Incurred a net loss of $2.9 million and had an accumulated deficit of $30 million as of March 31, 2019[152] - Had $4.2 million cash on hand and $15.2 million positive working capital at March 31, 2019[153] - Management believes current cash, receivables, inventory, and expected revenue will be sufficient for the next twelve months[153] Operating Activities Cash used in operating activities increased to approximately $3.9 million for the three months ended March 31, 2019, from $2.5 million in the prior year, primarily due to a larger net loss and increases in inventory and trade receivables - Net cash used in operating activities was approximately $3.9 million in Q1 2019, up from $2.5 million in Q1 2018[154] - The increase in cash usage was attributed to a larger net loss, a $0.4 million increase in inventory, a $0.2 million increase in trade receivables, and a $0.1 million reduction in accounts payable and accrued liabilities in 2019[154] Investing Activities Cash used in investing activities significantly increased to $2,555,944 for the three months ended March 31, 2019, from $343,722 in the prior year, largely due to the Craft Canning acquisition in January 2019 - Cash used in investing activities increased to $2,555,944 in Q1 2019 from $343,722 in Q1 2018[155] - The increase was primarily due to the Craft Canning acquisition in January 2019[155] Financing Activities Net cash used in financing activities was $29,070 for the three months ended March 31, 2019, a significant decrease from $1,858,583 provided in the prior year, as operating losses were primarily funded by existing cash on hand - Net cash used in financing activities was $(29,070) in Q1 2019, compared to $1,858,583 provided in Q1 2018[158] - Operating losses and working capital needs in Q1 2019 were primarily funded by existing cash on hand, with no additional capital raised from financing activities[158][152] Critical Accounting Policies The company's financial statements rely on significant estimates and judgments, with no material changes to critical accounting policies and estimates other than the adoption of new lease and share-based payment accounting standards - Financial statements require significant estimates and judgments, which are monitored for changes in facts and circumstances[159] - No significant changes to critical accounting policies and estimates, except for the adoption of Topic 842 (Leases) and Topic 718 (Improvements to Nonemployee Share-Based Payment Accounting)[160] Off-Balance Sheet Arrangements The company has no significant off-balance sheet arrangements that materially affect its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources - The company has no significant off-balance sheet arrangements[161] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Eastside Distilling, Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a 'smaller reporting company,' the registrant is not required to provide information on quantitative and qualitative disclosures about market risk[162] Item 4. Control and Procedures The company's disclosure controls and procedures were evaluated and deemed effective as of March 31, 2019, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and concluded to be effective as of March 31, 2019[164] - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended March 31, 2019[165] PART II—OTHER INFORMATION This section covers other information not included in the financial statements, such as legal proceedings, risk factors, equity sales, and subsequent events Item 1. Legal Proceedings The company is not currently involved in any material legal proceedings, though it acknowledges the potential for ordinary course claims that could be time-consuming and expensive - The company is not currently subject to any material legal proceedings[168] Item 1A. Risk Factors This section outlines various risks that could materially affect the company's business, financial condition, results of operations, or cash flows, spanning business operations, industry-specific challenges, and factors related to the company's common stock RISKS RELATING TO OUR BUSINESS The company faces risks related to achieving widespread consumer acceptance for its brands, continued operating losses, and the need for additional capital, alongside challenges in supply chain, regulatory changes, and integrating acquisitions - Risk that brands may not achieve widespread consumer acceptance, limiting sales, growth, and profitability[170][171] - Company has incurred significant operating losses since inception and anticipates continued losses due to investments in product development, sales, marketing, and administrative expenses[172][173] - Dependence on a limited number of third-party suppliers for raw materials and independent wholesale distributors for product distribution, with potential negative impacts from performance failures or loss of relationships[177][179] - Uncertain and evolving federal and state regulatory landscape regarding CBD products, posing risks to business operations and compliance costs[187][188][189] - Risks associated with expansion into non-alcoholic CBD beverages, including diversion of management attention, unanticipated liabilities, and the need for additional capital[191][192] - Challenges in identifying and successfully acquiring additional brands, and potential difficulties in integrating acquired operations or realizing anticipated benefits[193][195] - Success of the Redneck Riviera brand is dependent on the relationship with and popularity of John Rich; adverse publicity or loss of his services could negatively impact revenues and brand reputation[199][201][202] - Reliance on IT systems and networks, with risks of cyber-security breaches or failures impacting operations and data confidentiality[207][208] - Dependence on key executive and employee talent, with risks from leadership changes (e.g., CEO transition) and difficulties in attracting or retaining qualified personnel[209][210] RISKS RELATED TO OUR INDUSTRY The company operates in a highly competitive global spirits industry, facing risks from shifting consumer preferences, potential declines in alcohol consumption, and the impact of marijuana legalization, alongside extensive government regulation and taxation - Demand for products may be adversely affected by changes in consumer preferences, demographic and social trends, public health initiatives, and economic conditions[215][216] - Legalization of marijuana in jurisdictions where products are sold may lead to a reduction in alcohol sales and negatively affect profitability[219] - Faces substantial competition from large, well-funded international companies with greater resources and brand recognition[221] - Risk of class action or other litigation related to alcohol abuse, misuse, or advertising practices, which could be costly and harm the business[222][223] - Subject to extensive government regulation and taxation (federal and state excise taxes); changes or increased stringency could limit business activities, increase costs, and reduce margins[224][225][226] - Potential for product liability claims, contamination of products, or counterfeit products, which could increase costs, harm reputation, and decrease sales[228][230][231] - Adverse public opinion about alcohol consumption could reduce demand for products[233] RISKS RELATED TO OUR COMMON STOCK Risks related to the company's common stock include its thinly traded nature, potential delisting from Nasdaq, the dilutive effect of outstanding warrants, and the influence of significant shareholder ownership - Common stock is thinly traded, leading to potential wide fluctuations in share price and difficulty for investors to sell shares[235][236] - Failure to meet Nasdaq Capital Market's continued listing requirements could result in delisting, negatively affecting stock price and liquidity[238][239] - Outstanding warrants (1,229,697 shares) may make it more difficult to raise additional equity capital[240] - A decline in common stock price could affect the ability to raise working capital and impact operations[241][242] - No dividends are expected to be paid for the foreseeable future, as earnings will be used to finance operations[243] - Executive Chairperson Grover T. Wickersham owns approximately 5.1% of outstanding common stock, potentially controlling stockholder voting outcomes[244] - Ability to issue additional common or preferred stock without stockholder approval could dilute existing investments and grant new securities senior rights[246][247] - Compliance with Sarbanes-Oxley and related financial reporting standards increases costs and poses risks if internal controls become inadequate or fail to operate effectively[249] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the first quarter of 2019, the company issued 338,212 shares of common stock and a warrant to purchase 146,262 shares as consideration for the acquisition of Craft Canning, with these securities offered and sold to accredited investors under registration exemptions - Issued 338,212 shares of common stock as consideration for the acquisition of Craft Canning on January 11, 2019[251] - Issued a warrant to purchase 146,262 shares of common stock at $7.80 per share with a three-year exercise period, subject to a consulting agreement[251] - Securities were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) or Rule 506(b) of Regulation D to 'accredited investors'[252][254] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - No defaults upon senior securities[255] Item 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[256] Item 5. Other Information Effective May 10, 2019, Grover Wickersham transitioned from CEO to Executive Chairperson, and Steven Shum, the CFO, was appointed Interim CEO, with Mr. Wickersham providing business development, product development, and finance strategy services - Grover Wickersham transitioned from Chief Executive Officer to Executive Chairperson, effective May 10, 2019[257] - Steven Shum, Chief Financial Officer, was appointed Interim Chief Executive Officer[258] - As Executive Chairperson, Mr. Wickersham will provide business development, product development, and finance strategies, receiving an annual Board fee of $185,000[257] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including organizational documents, merger agreements, and certifications - Includes Amended and Restated Articles of Incorporation, Articles of Merger, Certificate of Designation – Series A Preferred Stock, and various amendments[260] - Lists the Agreement and Plan of Merger for Craft Canning LLC and the Executive Chairperson Agreement for Grover Wickersham[260] - Includes Certifications of Interim Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350[260] SIGNATURES The report is duly signed on behalf of Eastside Distilling, Inc. by Steve Shum, Chief Financial Officer, who also serves as Interim Principal Executive Officer and Principal Financial and Accounting Officer, as of May 13, 2019 - The report is signed by Steve Shum, Chief Financial Officer, Interim Principal Executive Officer, and Principal Financial and Accounting Officer[266] - Signature date: May 13, 2019[266]