American Brewing Company, Inc.

CIK:0001579823|SEC Filings

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Net revenue	$ 99,553	$ 62,719	$ 349,111	$ 189,049
Cost of goods sold	33,567	25,224	111,925	71,952
Gross profit	65,986	37,495	237,186	117,097
Operating expenses:
Commissions	36,823	17,458	127,540	55,378
Selling, general and administrative	39,027	27,983	118,928	84,868
Impairment of long-lived assets	16,186		16,186	400
Depreciation and amortization expense	4,385	1,751	13,783	5,293
Loss on disposal of Divested Business		3,446	4,339	3,446
Total operating expenses	96,421	50,638	280,776	149,385
Operating loss	(30,435)	(13,143)	(43,590)	(32,288)
Non-operating income (expense):
Gain (loss) from change in fair value of derivatives	19,498	(86)	40,714	(392)
Gain from forgiveness of PPP Loans and accrued interest	9,751		9,751
Interest and other income, net	1,397	229	992	954
Interest expense	(2,526)	(521)	(8,689)	(1,693)
Loss before income taxes	(2,315)	(13,521)	(822)	(33,419)
Income tax expense	(385)	(612)	(2,275)	(1,886)
Net loss	(2,700)	(14,133)	(3,097)	(35,305)
Other comprehensive income:
Foreign currency translation adjustments, net of tax	726	1,275	3	332
Comprehensive loss	$ (1,974)	$ (12,858)	$ (3,094)	$ (34,973)
Net loss per share of Common Stock:
Basic	$ (0.02)	$ (0.14)	$ (0.02)	$ (0.38)
Diluted	$ (0.11)	$ (0.14)	$ (0.19)	$ (0.38)
Weighted average number of shares of Common Stock outstanding:
Basic	151,411	97,819	140,894	92,087
Diluted	170,251	97,819	167,657	92,087

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,700,000)		$ (14,133,000)	$ (3,097,000)	$ (35,305,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (gain) from change in fair value of derivatives, net				(40,714,000)	392,000
Gain from forgiveness of PPP Loans and accrued interest	(9,751,000)			(9,751,000)
Impairment of long-lived assets	16,186,000			16,186,000	400,000
Depreciation and amortization	4,481,000		1,855,000	14,077,000	5,607,000
Non-cash lease expense				7,381,000	3,913,000
Accretion of debt discount				6,171,000	414,000
Stock-based compensation expense				5,624,000	3,415,000
Allowance for uncollectible note receivable and accrued interest from Divested Business				2,701,000
Deferred income tax expense (benefit)				490,000	(442,000)
Loss from sale of property and equipment				332,000	128,000
Other				118,000	73,000
Loss on disposal of Divested Business					3,446,000
Changes in operating assets and liabilities, net of effects of business combination:
Trade accounts receivable				240,000	(932,000)
Inventories				(87,000)	2,741,000
Prepaid expenses, deposits and other				117,000	519,000
Accounts payable				(4,915,000)	(484,000)
Other accrued liabilities				(20,486,000)	(13,738,000)
Net cash used in operating activities				(25,613,000)	(29,853,000)	$ 34,300,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for Ariix business combination				(10,000,000)
Capital expenditures for property and equipment				(1,267,000)	(2,108,000)
Cash advance under unsecured promissory note					(1,250,000)
Proceeds from sale of equipment				4,000	231,000
Proceeds received from buyer of Divested Businesses, net of cash conveyed of $209					381
Net cash used in investing activities				(11,263,000)	(2,746,000)
Proceeds from private placement of Units, net of placement fee:
Fair value of warrants to purchase 7,318 shares of Common Stock				14,128
Residual fair value of 14,636 shares of Common Stock				39,673
Proceeds from exercise of stock options				530,000	34,000
Proceeds from issuance of common stock					25,122,000
Proceeds from borrowings					6,868,000
Principal payments on borrowings				(12,000,000)	(10,825,000)
Principal payments on business combination obligations				(9,702,000)	(5,761,000)
Payments under deferred lease financing obligation				(495,000)	(480,000)
Debt issuance costs paid				(21,000)	(95,000)
Payments for deferred offering costs				(24,000)	(164,000)
Purchase and retirement of 780 shares of Common Stock			1,193,000		(1,193)
Net cash provided by financing activities				32,089,000	13,506,000
Effect of foreign currency translation changes				1,895,000	(247,000)
Net change in cash, cash equivalents and restricted cash				(2,892,000)	(19,340,000)
Cash, cash equivalents and restricted cash at beginning of period		$ 65,235,000		65,235,000	64,571,000	64,571,000
Cash, cash equivalents and restricted cash at end of period	62,343,000		45,231,000	62,343,000	45,231,000	65,235,000
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD:
Cash and cash equivalents	46,829,000		26,885,000	46,829,000	26,885,000	$ 43,711,000
Current portion of restricted cash	12,000,000		1,500,000	12,000,000	1,500,000
Long-term portion of restricted cash	3,514,000		16,846,000	3,514,000	16,846,000
Total	$ 62,343,000		$ 45,231,000	62,343,000	45,231,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest				2,052,000	726,000
Cash paid for income taxes				2,130,000	15,788,000
Cash paid for amounts included in the measurement of operating lease liabilities				7,094,000	7,131,000
Right-of-use assets acquired in exchange for operating lease liabilities				2,535,000	3,034,000
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of Common Stock in Ariix business combination				54,186,000
Reclassification of Fixed Shares derivative liability to equity				30,263,000
Reclassification of 1,200 shares of Redeemable Common Stock to equity				3,161,000
Clarification Letter obligation in exchange for reduction of shares issuable for derivative liability				3,056,000
Issuance of Common Stock in Aliven business combination				2,588,000
Issuance of 400 shares of Redeemable Common Stock for Senior Notes amendment fee				1,060,000
Issuance of Common Stock for unsecured promissory note receivable		$ 1,060,000			1,250,000
Increase in payables for debt issuance costs					$ 150,000

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 46,829	$ 43,711
Trade accounts receivable, net of allowance of $918 and $582, respectively	8,873	12,341
Inventories	48,876	48,051
Prepaid expenses and other	15,123	13,032
Current portion of restricted cash	12,000	10,000
Assets held for sale	6,884
Total current assets	138,585	127,135
Long-term assets:
Identifiable intangible assets, net of accumulated amortization	144,539	169,611
Goodwill	54,621	54,993
Right-of-use lease assets	29,580	38,764
Property and equipment, net of accumulated depreciation	22,786	28,076
Deferred income taxes	7,404	7,782
Deposits and other	4,621	5,297
Restricted cash, net of current portion	3,514	11,524
Total assets	405,650	443,182
Current liabilities:
Accounts payable	17,997	22,774
Accrued liabilities	56,533	70,007
Current maturities of long-term debt	17,636	18,016
Operating lease liability related to right-of-use assets held for sale	4,503
Current portion of business combination liabilities	1,140	11,750
Total current liabilities	97,809	122,547
Long-term liabilities:
Business combination liabilities, net of current portion	28,222	95,826
Long-term debt, net of current maturities		16,181
Operating lease liabilities, net of current portion:
Lease liability	27,054	34,788
Deferred lease financing obligation	15,372	15,882
Deferred income taxes	5,019	5,391
Warrant derivative liability	1,782
Other	8,284	8,313
Total liabilities	183,542	298,928
Commitments and contingencies (Note 10)
Redeemable Common Stock, 800 shares as of December 31, 2020		2,101
Stockholders’ equity:
Preferred stock, $0.001 par value per share. Authorized 1,000 shares; no shares issued
Common Stock, $0.001 par value per share. Authorized 400,000 and 200,000 shares as of September 30, 2021 and December 31, 2020, respectively; issued and outstanding 146,808 and 99,146 shares as of September 30, 2021 and December 31, 2020, respectively	147	99
Additional paid-in capital	363,205	236,732
Obligation to issue 4,551 and 19,704 shares of Common Stock as of September 30, 2021 and December 31, 2020, respectively	9,464	54,186
Note receivable for stock subscription		(1,250)
Accumulated other comprehensive income	4,204	4,201
Accumulated deficit	(154,912)	(151,815)
Total stockholders’ equity	222,108	142,153
Total liabilities, redeemable Common Stock, and stockholders’ equity	$ 405,650	$ 443,182