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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NewAge Inc | NASDAQ:NBEV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0935 | 0.0862 | 0.089 | 0 | 01:00:00 |
Washington
|
27-2432263
|
(State
or other jurisdiction
incorporation
or organization)
|
(IRS
Employer File Number)
|
|
|
1700 E. 68th Avenue
|
|
Denver, CO
|
80229
|
(Address
of principal executive offices)
|
(zip
code)
|
Large
accelerated filer
|
[ ]
|
|
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
|
[ ]
|
|
|
Smaller
reporting company
|
[X]
|
|
|
Emerging
growth company
|
[X]
|
|
Page
|
|
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
3
|
||
|
|
|
|
3
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
22
|
||
|
|
|
28
|
||
|
|
|
28
|
||
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
29
|
||
|
|
|
29
|
||
|
|
|
29
|
||
|
|
|
29
|
||
|
|
|
29
|
||
|
|
|
29
|
||
|
|
|
30
|
||
|
|
|
31
|
|
Three Months Ended
September
30
|
Nine
Months Ended
September
30
|
||
|
2018
|
2017
|
2018
|
2017
|
|
|
|
|
|
REVENUES,
net
|
$
13,242,821
|
$
15,049,382
|
$
38,163,432
|
$
40,941,978
|
Cost of Goods
Sold
|
11,543,623
|
11,103,265
|
32,088,762
|
31,169,687
|
|
|
|
|
|
GROSS
PROFIT
|
1,699,198
|
3,946,117
|
6,074,670
|
9,772,291
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
Advertising,
promotion and selling
|
469,553
|
1,169,985
|
1,459,308
|
2,761,896
|
General and
administrative
|
4,494,635
|
2,968,383
|
13,076,148
|
7,757,235
|
Legal and
professional
|
146,122
|
222,441
|
683,555
|
427,876
|
Total operating
expenses
|
5,110,310
|
4,360,809
|
15,219,011
|
10,947,007
|
|
|
|
|
|
LOSS FROM
OPERATIONS
|
(3,411,112
)
|
(414,692
)
|
(9,144,341
)
|
(1,174,716
)
|
|
|
|
|
|
OTHER
EXPENSE:
|
|
|
|
|
Interest
expense
|
(44,428
)
|
(46,642
)
|
(225,126
)
|
(172,713
)
|
Other
income
|
-
|
14,724
|
3,476
|
3,335,764
|
Other
expense
|
(49,261
)
|
(33,282
)
|
(156,473
)
|
(678,899
)
|
Total Other income
/ (expense)
|
(93,689
)
|
(65,200
)
|
(378,123
)
|
2,484,152
|
|
|
|
|
|
NET
(LOSS)/INCOME
|
$
(3,504,801
)
|
$
(479,892
)
|
$
(9,522,464
)
|
$
1,309,436
|
|
|
|
|
|
NET (LOSS)/INCOME
PER SHARE – BASIC
|
$
(0.08
)
|
$
(0.01
)
|
$
(0.24
)
|
$
0.04
|
NET (LOSS)/INCOME
PER SHARE –DILUTED
|
$
(0.08
)
|
$
(0.01
)
|
$
(0.24
)
|
$
0.04
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
BASIC
|
43,346,175
|
35,171,419
|
39,492,335
|
30,138,372
|
DILUTED
|
43,346,175
|
35,171,419
|
39,492,335
|
30,238,372
|
|
Nine
Months Ended
|
Nine
Months Ended
|
|
September
30,
2018
|
September
30,
2017
|
|
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
Net (loss)
income
|
$
(9,522,464
)
|
$
1,309,436
|
Adjustments to
reconcile net (loss) income to net cash used in operating
activities:
|
|
|
Depreciation and
amortization
|
1,453,603
|
718,223
|
Amortization of
debt discount
|
185,000
|
-
|
Provision for
doubtful accounts
|
(51,183
)
|
63,258
|
Gain on sale from
building
|
-
|
(3,272,653
)
|
Share-based
compensation
|
1,387,178
|
-
|
Change in fair
value of contingent consideration
|
100,000
|
-
|
Interest expense
settled through the issuance of common stock
|
61,001
|
-
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
(185,332
)
|
(3,063,559
)
|
Inventories
|
(2,954,909
)
|
(3,420,136
)
|
Prepaid expenses
and other current assets
|
62,693
|
(1,675,631
)
|
Accounts payable,
accrued expenses and other current liabilities
|
(3,801,003
)
|
(1,047,755
)
|
Net cash used in
operating activities
|
(13,265,416
)
|
(10,388,817
)
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
Proceeds from sale
of building
|
-
|
8,900,000
|
Purchases of
property and equipment
|
(72,188
)
|
(610,371
)
|
Acquisition of
assets of Maverick Brands, LLC
|
-
|
(2,000,000
)
|
Deposits
|
2,095
|
-
|
Net cash (used in)
provided by investment activities
|
(70,093
)
|
6,289,629
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
Borrowings on notes
payable and bank indebtedness
|
-
|
1,570,952
|
Proceeds from
convertible note payable
|
4,565,000
|
-
|
Payment of
Convertible note
|
(4,750,000
)
|
-
|
Payment on Line of
Credit, net
|
(2,000,000
)
|
(3,650,000
)
|
Issuance of common
stock for cash, net of issuance costs
|
43,862,728
|
15,638,232
|
Repayment of notes
payable and capital lease obligations
|
-
|
(9,397,343
)
|
Net cash provided
by financing activities
|
41,677,728
|
4,161,841
|
|
|
|
NET CHANGE IN
CASH
|
28,342,219
|
62,653
|
CASH AT BEGINNING
OF PERIOD
|
285,245
|
529,088
|
CASH AT END OF
PERIOD
|
$
28,627,464
|
$
591,741
|
Common stock issued
for acquisition of Maverick Brands, LLC, Marley Beverages, LLC
and Premier Micronutrient Corporation
|
$
-
|
$
33,182,000
|
Common stock issued
for settlement of note payable, including interest expense of
$61,001
|
$
1,488,052
|
$
-
|
Cash
|
$
2,000,000
|
Stock
|
9,086,000
|
Purchase
price
|
$
11,086,000
|
|
|
Accounts
receivable
|
$
245,426
|
Inventories
|
1,523,413
|
Prepaid expenses
and other current assets
|
211,213
|
Property and
equipment, net
|
68,282
|
Other intangible
assets acquired (trade names, recipes and customer
lists)
|
6,660,441
|
Accounts payable
and accrued expenses
|
(1,345,155
)
|
Assumption of note
payable
|
(1,427,051
)
|
|
5,936,569
|
Goodwill
|
5,149,431
|
|
$
11,086,000
|
Stock
|
$
5,496,000
|
Purchase
price
|
$
5,496,000
|
Prepaid expenses
and other current assets
|
$
2,256
|
Property and
equipment, net
|
55,023
|
Patents
|
4,100,000
|
Accounts
payable
|
(27,772
)
|
Assumption of notes
payable
|
(401,095
)
|
|
3,728,412
|
Goodwill
|
1,767,588
|
|
$
5,496,000
|
Stock
|
$
18,600,000
|
Contingent
consideration
|
800,000
|
Purchase
price
|
$
19,400,000
|
Accounts
receivable
|
$
186,658
|
Inventories
|
798,098
|
Prepaid expenses
and other current assets
|
198,882
|
Property and
equipment, net
|
22,191
|
Other intangible
assets acquired (trade names, recipes and customer lists)
|
9,281,365
|
Accounts payable
and accrued expenses
|
(505,146
)
|
|
9,982,048
|
Goodwill
|
9,417,952
|
|
$
19,400,000
|
|
September
30,
2018
|
December
31,
2017
|
Finished
goods
|
$
8,099,781
|
$
6,302,265
|
Raw
materials
|
1,896,903
|
739,510
|
|
$
9,996,684
|
$
7,041,775
|
|
September
30,
2018
|
December
31,
2017
|
Land and
building
|
$
518,293
|
$
518,293
|
Trucks and
coolers
|
1,286,413
|
1,226,053
|
Other property and
equipment
|
924,881
|
913,053
|
Less: accumulated
depreciation
|
(1,188,487
)
|
(762,579
)
|
|
$
1,541,100
|
$
1,894,820
|
|
September
30,
2018
|
December
31,
2017
|
Revolving note
payable due bank
|
$
-
|
$
2,000,000
|
Series B note
assumed from the Maverick Acquisition
|
-
|
1,427,051
|
|
-
|
3,427,051
|
Less: current
portion
|
-
|
(3,427,051
)
|
Long-term portion,
net of unamortized discounts
|
$
-
|
$
-
|
●
|
failure
to make payments of principal or interest when due;
|
●
|
failure
to comply with certain covenants;
|
●
|
bankruptcy
or insolvency.
|
Remaining of
2018
|
$
245,685
|
2019
|
820,800
|
2020
|
830,640
|
2021
|
840,000
|
2022
|
845,000
|
Thereafter
|
4,050,696
|
Total
|
$
7,632,821
|
|
Number
of options
|
Weighted
Average Exercise Price
|
Weighted Average Remaining Contractual Life
|
Aggregated Intrinsic Value
|
|
|
|
|
|
Outstanding
December 31, 2017
|
1,611,475
|
$
1.96
|
2.70
|
$
5,462,900
|
Granted
|
-
|
-
|
|
|
Exercised
|
-
|
-
|
|
|
Forfeited
|
(125,075
)
|
-
|
|
|
Expired or
Cancelled
|
-
|
-
|
|
|
Outstanding
September 30, 2018
|
1,486,400
|
$
1.96
|
1.95
|
$
5,038,896
|
Exercisable at
September 30, 2018
|
539,243
|
$
1.79
|
1.95
|
$
1,919,705
|
Available for grant
at September 30, 2018
|
2,030,741
|
|
|
|
|
2018
|
2017
|
Exercise
price$
|
$
2.04-2.09
|
2.04-2.09
|
Dividend
yield
|
0.0
%
|
0.0
%
|
Risk-free interest
rate
|
2.01
%
|
2.01
%
|
Expected
volatility
|
100
%
|
100
%
|
Expected term
(years)
|
1.0-3.0
|
1.0-3.0
|
Estimated
forfeiture % rate
|
0.0
%
|
0.0
%
|
|
Service Shares
|
|
Restricted Stock-Based Compensation
Award Activity
|
Shares
|
Weighted-
Average Grant
Date Fair
Value
|
|
|
|
Non-vested
restricted stock awards at December 31, 2017
|
869,522
|
$
0.71
|
Granted
|
153,300
|
$
2.12
|
Vested
|
(240,817
)
|
$
2.11
|
Forfeited
|
-
|
$
-
|
Non-vested restricted stock awards at
September
30, 2018
|
782,005
|
$
2.11
|
|
Three
Months
|
Three
Months
|
Nine
Months
|
Nine
Months
|
|
Ended
|
Ended
|
Ended
|
Ended
|
|
September
30,
2018
|
September
30,
2017
|
September
30,
2018
|
September
30,
2017
|
|
|
|
|
|
Weighted average
shares outstanding – Basic
|
43,346,175
|
35,171,419
|
39,492,335
|
30,138,372
|
Series B preferred
stock
|
-
|
-
|
-
|
-
|
Series C preferred
stock
|
-
|
-
|
-
|
-
|
Warrant to acquire
common stock
|
-
|
|
-
|
100,000
|
Weighted average
shares outstanding – Diluted
|
43,346,175
|
35,171,419
|
39,492,335
|
30,238,372
|
|
Three Months Ended
September
30,
(in thousands)
|
|
(In thousands)
|
2018
|
2017
|
DSD
|
$
10,383
|
$
11,066
|
Brands
|
2,860
|
3,983
|
Total
revenues
|
$
13,243
|
$
15,049
|
|
Three Months Ended
September
30,
(in thousands)
|
|
(In thousands)
|
2018
|
2017
|
Revenues
|
$
10,383
|
$
11,066
|
Cost
of sales
|
(8,074
)
|
(7,628
)
|
Gross
profit
|
$
2,309
|
$
3,438
|
|
Three Months Ended
September
30 ,
(in thousands)
|
|
(In thousands)
|
2018
|
2017
|
Revenues
|
$
2,860
|
$
3,983
|
Cost
of sales
|
(3,470
)
|
(3,475
)
|
Gross
profit
|
$
(610
)
|
$
508
|
|
Nine Months Ended
September
30,
(in thousands)
|
|
(In thousands)
|
2018
|
2017
|
DSD
|
$
28,708
|
$
29,338
|
Brands
|
9,455
|
11,604
|
Total
revenues
|
$
38,163
|
$
40,942
|
|
Nine Months Ended
September
30,
(in thousands)
|
|
(In thousands)
|
2018
|
2017
|
Revenues
|
$
28,708
|
$
29,338
|
Cost
of sales
|
(22,414
)
|
(22,081
)
|
Gross
profit
|
$
6,294
|
$
7,258
|
|
Nine Months Ended
September
30
,
(in thousands)
|
|
(In thousands)
|
2018
|
2017
|
Revenues
|
$
9,455
|
$
11,604
|
Cost
of sales
|
(9,674
)
|
(9,090
)
|
Gross
profit
|
$
(219
)
|
$
2,514
|
|
(in thousands)
|
|
(In thousands)
|
September
30,
2018
|
December 31,
2017
|
DSD
|
$
17,386
|
$
16,630
|
Brands
|
79,846
|
51,042
|
Total
Assets
|
$
97,232
|
$
67,672
|
|
Three Months
Ended
|
Three Months
Ended
|
|
September
30
,
2018
|
September
30
,
2017
|
|
|
|
REVENUES,
net
|
$
13,242,821
|
$
15,049,382
|
Cost
of Goods Sold
|
11,543,623
|
11,103,265
|
|
|
|
GROSS
PROFIT
|
1,699,198
|
3,946,117
|
|
|
|
Operating
expenses
|
5,110,310
|
4,360,809
|
Other
expenses
|
93,689
|
65,200
|
Net
income (loss)
|
$
(3,504,801
)
|
$
(479,892
)
|
|
Three Months
Ended
September
30
,
2018
|
Three Months
Ended
September
30
,
2017
|
|
|
|
Cost
of goods sold
|
$
11,077,016
|
$
10,254,081
|
Shipping
costs
|
466,607
|
849,184
|
Cost
of goods sold including shipping
|
$
11,543,623
|
$
11,103,265
|
|
Three Months
Ended
|
Three Months
Ended
|
|
September
30
,
2018
|
September
30
,
2017
|
Advertising,
promotion and selling
|
$
469,553
|
$
1,169,985
|
General
and administrative
|
4,494,635
|
2,968,383
|
Legal
and professional
|
146,122
|
222,441
|
Total
operating expenses
|
$
5,110,310
|
$
4,360,809
|
|
Nine Months
Ended
|
Nine Months
Ended
|
|
September
30
,
2018
|
September
30
,
2017
|
|
|
|
REVENUES,
net
|
$
38,163,432
|
$
40,941,978
|
Cost
of Goods Sold
|
32,088,762
|
31,169,687
|
|
|
|
CONTRIBUTION
MARGIN
|
6,074,670
|
9,772,291
|
|
|
|
Operating
expenses
|
15,219,011
|
10,947,007
|
Other
expenses
|
378,123
|
(2,484,152
)
|
Net
income (loss)
|
$
(9,522,464
)
|
$
1,309,436
|
|
Nine Months
Ended
September
30
,
2018
|
Nine Months
Ended
September
30
,
2017
|
|
|
|
Cost
of goods sold
|
$
30,754,684
|
$
29,171,626
|
Shipping
costs
|
1,334,078
|
1,998,061
|
Cost
of goods sold including shipping
|
$
32,088,762
|
$
31,169,687
|
|
Nine Months
Ended
|
Nine Months
Ended
|
|
September
30
,
2018
|
September
30
,
2017
|
Advertising,
promotion and selling
|
$
1,459,308
|
$
2,761,896
|
General
and administrative
|
13,076,148
|
7,757,235
|
Legal
and professional
|
683,555
|
427,876
|
Total
operating expenses
|
$
15,219,011
|
$
10,947,007
|
|
September
30
,
2018
|
December
31
,
2017
|
Current
assets
|
$
47,379,351
|
$
16,224,143
|
Less:
current liabilities
|
3,025,536
|
10,313,259
|
Working
capital
|
$
44,353,815
|
$
5,910,884
|
|
Nine Months
Ended
September
30
,
2018
|
Nine Months
Ended
September
30
,
2017
|
Net
cash used in operating activities
|
$
(13,265,416
)
|
$
(10,388,817
)
|
Net
cash provided by (used in) investing activities
|
(70,093
)
|
6,289,629
|
Net
cash provided by (used in) financing activities
|
41,677,728
|
4,161,841
|
Net
change in cash
|
$
28,342,219
|
$
62,653
|
Exhibit
Number
|
|
Description
|
1.1
|
|
Underwriting
Agreement, dated November 9, 2018, by and between New Age Beverages
Corporation and Roth Capital Partners, LLC and A.G.P. acting as the
representatives of the several underwriters named on Schedule I
thereto. (Incorporated by reference to the Company’s Form 8-K
filed with the Securities and Exchange Commission on November 13,
2018)
|
|
Underwriting
Agreement, dated August 22, 2018, by and between New Age Beverages
Corporation and Roth Capital Partners, LLC acting as the
representative of the several underwriters named on Schedule I
thereto. (Incorporated by reference to the Company’s Form 8-K
filed with the Securities and Exchange Commission on August 22,
2018)
|
|
|
Articles
of Amendment to the Articles of Incorporation, as filed with the
Secretary of State of the State of Washington on October 23, 2018.
(Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on October 24,
2018)
|
|
|
Certificate of Designation of the Company’s Series C
Convertible Preferred Stock
(Incorporated by reference
to the Company’s Form 8-K filed with the Securities and
Exchange Commission on September 24, 2018)
|
|
|
At the
Market Offering Agreement, dated September 24, 2018, by and between
New Age Beverages Corporation and Roth Capital Partners, LLC.
(Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on September 24,
2018)
|
|
|
Exchange Agreement By and Between the Company, Brent Willis and
Neil Fallon
(Incorporated by reference to the
Company’s Form 8-K filed with the Securities and Exchange
Commission on September 24, 2018)
|
|
10.3
|
|
Loan
and Security Agreement dated August 10, 2018 among New Age
Beverages Corporation, NABC, Inc., NABC Properties, LLC, New Age
Health Sciences, Inc. and Siena Lending Group LLC
|
|
Intellectual
Property Security Agreement dated as of August 10, 2018 by New Age
Beverages Corporation and New Age Health Sciences, Inc. in favor of
Siena Lending Group LLC(Incorporated by reference to the
Company’s Form 8-K filed with the Securities and Exchange
Commission on August 16, 2018)
|
|
|
Collateral
Pledge Agreement dated as of August 10, 2018 by New Age Beverages
Corporation in favor of Siena Lending Group LLC (Incorporated by
reference to the Company’s Form 8-K filed with the Securities
and Exchange Commission on August 16, 2018)
|
|
|
Certification
of Principal Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934.
|
|
|
Certification
of Principal Financial Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934.
|
|
|
Certification
of Principal Executive Officer and Principal Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
|
|
101INS*
|
|
XBRL
Instance Document.
|
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL
Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document.
|
*
|
In
accordance with Rule 406T of Regulation S-T, these interactive data
files are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, are deemed not filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and
otherwise are not subject to liability under those
sections.
|
|
NEW AGE BEVERAGES CORPORATION
|
|
|
|
|
Date:
November 14, 2018
|
By:
|
/s/ Brent Willis
|
|
|
Brent
Willis
|
|
|
Chief
Executive Officer and Director
|
|
|
(Principal
Executive Officer)
|
|
|
|
Date:
November 14, 2018
|
By:
|
/s/ Gregory A. Gould
|
|
|
Gregory
A. Gould
|
|
|
Chief
Financial Officer
(Principal
Accounting and Financial Officer)
|
1 Year NewAge Chart |
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