Asset-backed, fixed return note @ 5% interest, whiskey conversion option yields 170% overall return.
Asset-backed, fixed return note @ 5% interest, whiskey conversion option yields 170% overall return.
|1||Asset-backed, fixed return note @ 5% interest, whiskey conversion option yields 170% overall return.|
|2||80 medals globally incl. 36 Gold, Double Gold, Platinum, Innovator of the Year, and Best of Show.|
|3||Significant capacity expansion and system upgrades underway in new riverfront, historic location.|
|4||Distributed in 16 States, growing e-commerce availability. Poised for international expansion.|
|5||Technology-based, protected intellectual property, profitable and award-winning distillery.|
|6||Multi-round, successful equity funding with $3.2M raised to date. Consistent valuation increases.|
Whiskey traditionalists (some, not all) think that what we do is heresy. In a way, they’re right. We approach this very differently. A technology and innovation company disguised as a “whiskey” company. We don’t care how old a whiskey is and certainly don’t have a story about our great, great grandfather’s bourbon recipe (believable or not). We’re changing a long-stagnant space, making it better, faster and smarter.
In over 3,600 blind taste tests against award-winning premium brands, we do incredibly well. Our customers praise the work we do and in competitions around the world. We've earned enough medals to legitimately brag about what we make. More than 80 medals including 36 Gold and Double Gold, Platinum and Best in Class awards.
The Whiskey Bonds (each, a “Bond”) are six-year promissory notes, paying a fixed rate of 5% interest per annum. All interest is accrued and payable upon maturity. At maturity, Bondholders can elect a cash payment of principal and accrued interest or can elect to convert all or part of the debt into bottled, barrel-strength, premium Bourbon or Rye whiskey. Each bottle will be signed by the Master Distiller, numbered, and marked with the Bondholder’s name, barrel, and bottle number. Market risk is mitigated by an inventory of insured barrels of maturing whiskey, which historically increase in value as they age. These barrels contain a premium commodity that, currently, is easily traded and has a growing worldwide demand. Each of the Bourbon and Rye Whiskies will be produced by an experienced team of Distillers and Sensory Advisors at Cleveland Whiskey. Distillation will occur at the new and expanded Distillery under construction in the Flats South section of Cleveland, Ohio. The purpose of the Bond offering is to fund the historical rehabilitation and build-out of the new facility and is part of a larger package of funding, including historical tax credits, government grants, conventional debt, and operational cash flow. The Bonds are open to private and corporate investors and offer a competitive fixed return of 34% after six years. A considerably more significant return of up to 170% is available if the Bond is converted to bottled, single barrel whiskey. Get additional information.
We’ve been told that good whiskey takes time, that we shouldn’t change the status quo, that technology can’t possibly improve on a process that has stayed the same for generation after generation. We disagree.
With traditional processes, whiskey is continually absorbed into and subsequently released from the pores of an oak barrel. This subtracts undesirable flavors and adds more of the desirable ones. It’s a passive process that can take years. Daily temperature and humidity changes impact internal barrel pressure and keep the fluids moving through the pores. You’ll notice that Scotch is typically aged for a longer time than American whiskies. Temperatures, on average, are milder in Scotland and daily differentials are smaller, which account for a less active and therefore slower process. At Cleveland Whiskey, we dramatically accelerate the cycles of temperature and pressure change associated with the aging of whiskey. Increasing surface area as well as the frequency and range of pressure differentials, all within a controlled and oxygenated environment radically changes the status quo, shifts dependence from passive barrel aging to an active, flavor-focused process that facilitates the development of unique, interesting, and award-winning whiskies.
1 Intellectual Property associated with Cleveland Whiskey production technology is protected through a series of thoroughly documented and carefully guarded trade secrets. The company holds United States Patent 8,889,206 and United States Patent 10,369,719.
What if we could deliver truly custom whiskeys with their own unique aroma and flavor? What if we could do it for a single bar, a restaurant, or a retail liquor store? What if we could do this for a small group of friends, a family reunion, or a rotary club? And what if we could keep the unit costs at a level consistent with mass production?
That’s what we do with our “Uncommon Barrel Program”. With our unique technology-enabled finishing process, a full range of woods to provide transformative flavors, and blending process that brings our customers into the process, we can deliver short runs of whiskeys customized to the specific tastes and needs of the customer. We can also do it at prices consistent with premium mass-produced and mass-marketed mainstream spirit.
Cleveland Whiskey Bond has financial statements ending December 31 2019. Our cash in hand is $535,365, as of September 2020. Over the three months prior, revenues averaged $196,407/month, cost of goods sold has averaged $78,058/month, and operational expenses have averaged $103,231/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Cleveland Whiskey is as much a technology company as we are a craft distillery. Traditional whiskey can take 6 to 12 years to passively age in a charred-oak barrel. However, there is a limitless world of possibilities for creating unique flavor profiles by using different species of wood in the aging process. Our technology allows us to do what other distilleries can’t do: create all-natural whiskey expressions using more than just oak. The results are as impressive as they are varied.
Our technology allows us to do this without sugar, without syrup, artificial flavors or colors. And it allows us to do it faster. Everything comes from transformative woods like black cherry, apple, hickory and sugar maple that's led 80 medals at competitions around the world, including 36 Gold, Double Gold, Platinum, and Best in Show awards.
Our research and development process is exponentially faster and what we make today is better than what we made last month. Not just faster but better. Our agility helps us fill market gaps and expand world-wide. Unconstrained by the status quo, we're a "just-in-time" manufacturer with new flavors that can reach markets in a fraction of the time previously necessary. Some say we'll be acquired by one of the big players; maybe it will be the other way around.
Cleveland Whiskey LLC was incorporated in the State of Ohio in July 2009. On January 1, 2020, Cleveland Whiskey LLC merged with VISPIRI Inc., a corporation established in the State of Delaware in February 2019, with VISPIRI Inc. being the surviving entity. VISPIRI Inc. operates (d/b/a) primarily under the Cleveland Whiskey trade name.
Since our first bottles shipped, we have:
· Successfully closed WeFunder raises in 2016 and 2018
· Added over 1,600 investors, in 28 countries and 49 U.S. states
· Introduced a line of award-winning spirits unmatched in the industry
· Revenue growth of 162% since initial 2016 funding
Historical Results of Operations
· Revenues & Gross Margin. For the period ended December 31, 2019, the Company had revenues of $2,005,312 compared to the year ended December 31, 2018, when the Company had revenues of $1,687,182. Our gross margin was 55% in fiscal year 2019, compared to 58% in 2018.
· Assets. As of December 31, 2019, the Company had total assets of $1,425,629 including $347,889 in cash. As of December 31, 2018, the Company had $1,689,137 in total assets, including $568,248 in cash.
· Net Income. The Company has had adjusted net income of $19,072 (excluding non-cash stock based compensation) compared to adjusted net loss of $240,454 (excluding non-cash stock based compensation for the fiscal years ended December 31, 2019 and December 31, 2018, respectively. On an unadjusted basis (including non-cash stock based compensation expense), the bottom line improved 49% in 2019 compared to 2018 (net loss of $167,102 in 2019 compared to net loss of $327,615 in 2018.)
· Liabilities. The Company's liabilities totaled $930,623 for the fiscal year ended December 31, 2019 and $1,213,203 for the fiscal year ended December 31, 2018.
Related Party Transactions
Refer to Question 26 of this Form C for disclosure of all related party transactions.
Liquidity & Capital Resources
To-date, the company has been financed with $1,747,423 in debt (including $193,100 in forgivable debt), $3,192,034 in equity, $500,000 in convertibles, and $290,000 in grants.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 36 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". Other sources of capital in the immediate future may come from working capital or traditional bank loans.
We may require additional financing in excess of the proceeds from the Offering in order to complete the renovation of our new building, and expansion of operations. Sources of this capital, in addition to traditional bank loans and working capital, are expected to include historical tax credits and state and city grants. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold.
Runway & Short/Mid Term Expenses
Cleveland Whiskey cash in hand is $538,365, as of September 30, 2020. Over the last three months, revenues have averaged $196,407 per month, cost of goods sold has averaged $78,058 per month, and operational expenses have averaged $103,231 per month, for an average net income of $15,117 per month.
There have been no significant or material changes or trends since the date of our financial statements.
In the next three – six months we expect alcohol sales to continue to show strong year over year growth. In addition, due to the normal seasonality of the alcohol business, sales in the next 3 months will be significantly higher than revenues in the first, second and third quarters. As such, we expect revenues in Q1 2021 to decline from revenues in Q4 2020, but to show year over year percentage growth in the low to mid teens as we continue to penetrate existing markets and expand to additional geographic locations. We expect gross margins in the 60%-64% range during the first half of 2021. These projections cannot be guaranteed.
In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.
The development and commercialization of our products is highly competitive.
We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.
We rely on other companies to provide raw materials and basic ingredients for our products. We depend on these suppliers to produce our products.
Our ability to create our products may be adversely affected if suppliers do not provide the agreed-upon supplies in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies from whom we acquire such items, do not provide raw materials and basic ingredients which meet required specifications and perform to our and our customers' expectations. Our suppliers may be subject to additional risks such as financial problems that limit their ability to conduct their operations.
Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company's products and services and maintaining the integrity of the data that supports the safety and efficacy of our products.
Our future success depends on our ability to maintain and continuously improve our quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in us or our current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business and our reputation.
One of the potential risks we face in the distribution of our products is liability resulting from counterfeit or tainted products infiltrating the supply chain.
Because we source ingredients from various sources, we rely on various suppliers and their quality control measures. While we have procedures to maintain the highest quality levels in our products, we may be subject to faulty, spoiled or tainted ingredients or components in our products, which would negatively affect our products and our customers' experience with them and could decrease customer demand for our products.
The Company's success depends on the experience and skill of the board of directors, its executive officers and key employees.
In particular, the Company is dependent on Kevin L. Cash, Tom Lix, and Don Coffey. The loss of Kevin L. Cash, Tom Lix, Don Coffey or any additional member of the board of directors or executive officer could harm the Company's business, financial condition, cash flow and results of operations.
We rely on various intellectual property rights, including a patent in order to operate our business.
Such intellectual property rights, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.
As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management's attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.
Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people.
The Company is dependent on Tom Lix in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to him in the event of his death or disability. Therefore, if Tom Lix dies or becomes disabled, the Company will not receive any compensation to assist with such person's absence. The loss of such person could negatively affect the Company and its operations.
We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.
We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
Changes in employment laws or regulation could harm our performance.
Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient Protection and Affordable Care Act, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.
Growth rates higher than planned or the introduction of new products requiring special ingredients could create demand for ingredients greater than we can source.
Although we believe that there are alternative sources available for our key ingredients, there can be no assurance that we would be able to acquire such ingredients from substitute sources on a timely or cost effective basis in the event that current suppliers could not adequately fulfill orders, which would adversely affect our business and results of operations.
We are heavily dependent on our distributors.
We sell spirits to independent distributors for distribution to on-premise locations such as bars, restaurants and sports venues, and for distribution to off-premise retail locations such as liquor and specialty stores. Although we currently have a large network of wholesale distributors, sustained growth will require us to maintain such relationships and enter into arrangements with additional distributors in new markets. No assurance can be given that we will be able to maintain our current distribution network or secure additional distributors on terms favorable to us, or at all.
Our distributors often represent competing specialty beer and spirits brands, as well as national beer and spirits brands, and are to varying degrees influenced by their continued business relationships with other brewers and distillers. Our independent distributors may be influenced by a large brewer or distiller, particularly if they rely on that brewer or distiller for a significant portion of their sales, which many distributors do. In addition, certain of our distributors cover a substantial network of certain on-premise retailers. While we believe that the relationships between us and our distributors are generally good, some of these relationships are relatively new and untested and there can be no assurance that any or all of our distributors will continue to effectively market and distribute our products. The loss of any distributor or the inability to replace a poorly performing distributor in a timely fashion could have a material adverse effect on our business, financial condition and results of operations.
Most of our distribution relationships are governed by state laws that in certain respects may supersede the terms of any contractual relationships.
Under some of these state laws, distribution agreements can only be terminated by the supplier after the supplier shows some type of "cause" (usually an uncured deficiency in the distributor's operation) or upon payment of some sort of compensation to the distributor for the value of the distribution rights. State laws also may limit a supplier's right to object to proposed assignments of distribution rights and/or changes in distributor ownership. Therefore, while we have entered into contractual relationships with some of our distributors, state law in various jurisdictions may limit our exercising our contractual termination and enforcement rights. Additionally, our distribution relationships are susceptible to changes in state legislation that could significantly alter the competitive environment for the distribution industry, which could adversely affect the financial stability of distributors on which we rely.
We are subject to governmental regulations affecting our distilleries, production facilities and tasting rooms.
Federal, state and local laws and regulations govern the production and distribution of spirits, including permitting, licensing, trade practices, labeling, advertising and marketing, distributor relationships and various other matters. To operate our distilleries, we must obtain and maintain numerous permits, licenses and approvals from various governmental agencies, including the Alcohol and Tobacco Tax and Trade Bureau, the Food and Drug Administration, state alcohol regulatory agencies and state and federal environmental agencies. A variety of federal, state and local governmental authorities also levy various taxes, license fees and other similar charges and may require bonds to ensure compliance with applicable laws and regulations. Our tasting rooms are subject to alcohol beverage control regulations that generally require us to apply to a state authority for a license that must be renewed annually and may be revoked or suspended for cause at any time. These alcohol beverage control regulations relate to numerous aspects of daily operations of our tasting rooms, including minimum age of patrons and employees, hours of operation, advertising, trade practices, inventory control and handling, storage and dispensing of alcohol beverages. Noncompliance with such laws and regulations may cause the Alcohol and Tobacco Tax and Trade Bureau or any particular state or jurisdiction to revoke its license or permit, restricting our ability to conduct business, assess additional taxes, interest and penalties or result in the imposition of significant fines.
The loss of our third-party distributors could impair our operations and substantially reduce our financial results.
We continually seek to expand distribution of our products by entering into distribution arrangements with direct store delivery distributors having established sales, marketing and distribution organizations. Many distributors are affiliated with and manufacture and/or distribute other beverage products. In many cases, such products compete directly with our products. The marketing efforts of our distributors are important for our success. If our brands prove to be less attractive to our existing distributors and/or if we fail to attract additional distributors and/or our distributors do not market and promote our products above the products of our competitors, our business, financial condition and results of operations could be adversely affected.
Our business is substantially dependent upon awareness and market acceptance of our products and brands.
Our business depends on acceptance by both our end consumers as well as our independent distributors of our brands as beverage brands that have the potential to provide incremental sales growth rather than reduce distributors' existing beverage sales. We believe that the success of our product name brands will also be substantially dependent upon acceptance of our product name brands. Accordingly, any failure of our brands to maintain or increase acceptance or market penetration would likely have a material adverse effect on our revenues and financial results.
The imposition of tariffs by the United States and retaliatory tariffs enacted by foreign countries continue to negatively impact our business.
The cost of certain raw materials has increased as a result of import tariffs enacted by the United States government. These increased costs have, and are expected to continue to, negatively impacted our gross margins and cash flows. Additionally, the uncertainty surrounding United States tariff policies and plans, and any retaliatory tariffs placed on United States exports as a reaction to United States policy, has created a significant barrier to developing and building distributor and customer relationships in international markets.
Our financial condition and results of operations could be adversely affected by health pandemics.
Our business could be materially and adversely affected by health pandemics, including, but not limited to, outbreaks of the Coronavirus or COVID-19. Any prolonged pandemic of the COVID-19, or other contagious infection in the markets in which we do business, or in which our supplies operate, may result in decreased product demand, supply chain disruptions, worker absences, lower asset utilization rates, voluntary or mandated closure of our facility, travel restrictions on our employees, and other disruptions to our business. Any prolonged or widespread health pandemic could severely disrupt our business operations, result in a significant decrease in demand for our products, and have a material adverse effect on our financial condition, results of operations and cash flows.
Our financial condition and results of operations could be adversely affected by changes in federal excise tax rates.
As a producer of alcoholic products, we are subject to a federal excise taxes based on the amount of spirits (measured in proof gallons) that is shipped from our bonded distillery space to customers or third-party warehouses. The current excise tax rate is scheduled to increase at the end of 2020. Despite overwhelming bi-partisan support in both the United States House of Representatives and Senate to pass the Craft Spirits Modernization Act, which would make the current excise tax rate permanent and avoid the tax rate increase, the inability to pass this act or similar legislation could significantly and materially impact our business.
COVID 19 poses a risk to our business.
In-person shopping and events have been materially impacted, and future sales may be impacted as well.
Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.
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