Attached files
file | filename |
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8-K/A - FORM 8-K/A - CRAFT BREW ALLIANCE, INC. | v57556e8vkza.htm |
EX-99.3 - EX-99.3 - CRAFT BREW ALLIANCE, INC. | v57556exv99w3.htm |
EX-99.2 - EX-99.2 - CRAFT BREW ALLIANCE, INC. | v57556exv99w2.htm |
EX-23.1 - EX-23.1 - CRAFT BREW ALLIANCE, INC. | v57556exv23w1.htm |
Exhibit 99.1
Kona Brewing Company, Inc.
and Subsidiaries
and Subsidiaries
Consolidated Financial Statements
December 31, 2009 and 2008
December 31, 2009 and 2008
Kona Brewing Company, Inc. and Subsidiaries
Index
Index
Page(s) | ||||
Report of Independent Auditors |
||||
Consolidated Financial Statements |
||||
Balance Sheets December 31, 2009 and 2008 |
2 | |||
Statements of Operations Years Ended December 31, 2009 and 2008 |
3 | |||
Statements of Stockholders Equity Years Ended December 31, 2009 and 2008 |
4 | |||
Statements of Cash Flows Years Ended December 31, 2009 and 2008 |
5 | |||
Notes to Financial Statements December 31, 2009 and 2008 |
6-17 |
Report of Independent Auditors
The Board of Directors and Stockholders
Kona Brewing Company, Inc.
Kona Brewing Company, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated
statements of operations, stockholders equity, and cash flows present fairly, in all material
respects, the financial position of Kona Brewing Company, Inc. and Subsidiaries (the Company) at
December 31, 2009 and 2008, and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States of
America. These consolidated financial statements are the responsibility of the Companys
management; our responsibility is to express an opinion on these consolidated financial statements
based on our audits. We conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States of America, which require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 2, the Company has restated its 2009 consolidated financial statements from
amounts previously reported on.
/s/ Accuity LLP
Honolulu, Hawaii
October 27, 2010
October 27, 2010
Kona Brewing Company, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2009 and 2008
Consolidated Balance Sheets
December 31, 2009 and 2008
2009 | 2008 | |||||||
Restated | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 1,001,209 | $ | 779,394 | ||||
Accounts receivable (less allowance for doubtful accounts
of $49,638 and $78,242 in 2009 and 2008, respectively) |
2,425,245 | 2,313,496 | ||||||
Inventory |
877,520 | 1,155,711 | ||||||
Prepaid expenses |
110,304 | 79,216 | ||||||
Marketable securities available-for-sale |
404,234 | 202,117 | ||||||
Refundable income taxes |
| 245,444 | ||||||
Deferred income taxes |
59,800 | 9,000 | ||||||
Other current assets |
19,724 | 18,225 | ||||||
Total current assets |
4,898,036 | 4,802,603 | ||||||
Property and equipment, net |
2,272,337 | 2,206,096 | ||||||
Intangible assets, net |
30,837 | 40,754 | ||||||
Deferred income taxes |
68,100 | 83,400 | ||||||
Total assets |
$ | 7,269,310 | $ | 7,132,853 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 2,185,668 | $ | 3,460,947 | ||||
Accrued salaries and wages |
809,731 | 408,964 | ||||||
Other accrued expenses |
333,242 | 155,203 | ||||||
Deposits on kegs |
214,462 | 111,450 | ||||||
Income taxes payable |
165,644 | | ||||||
Notes payable |
| 292,856 | ||||||
Deferred rent |
7,569 | 26,875 | ||||||
Capital lease obligation |
11,603 | 5,635 | ||||||
Total current liabilities |
3,727,919 | 4,461,930 | ||||||
Notes payable |
284,902 | 312,908 | ||||||
Deferred rent |
17,030 | 24,599 | ||||||
Capital lease obligation |
29,556 | 6,083 | ||||||
Total liabilities |
4,059,407 | 4,805,520 | ||||||
Stockholders equity |
||||||||
Common stock, $1 par value 250,000 shares authorized;
2,500 shares issued and outstanding |
2,500 | 2,500 | ||||||
Additional paid-in capital |
1,697,119 | 1,697,119 | ||||||
Retained earnings |
934,853 | 318,439 | ||||||
Accumulated other comprehensive income |
157,159 | 32,299 | ||||||
Noncontrolling interest in subsidiary |
418,272 | 276,976 | ||||||
Total stockholders equity |
3,209,903 | 2,327,333 | ||||||
Total liabilities and stockholders equity |
$ | 7,269,310 | $ | 7,132,853 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
2
Kona Brewing Company, Inc. and Subsidiaries
Consolidated Statements of Operations
Years Ended December 31, 2009 and 2008
Consolidated Statements of Operations
Years Ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Restated | ||||||||
Net sales |
$ | 25,156,760 | $ | 23,993,107 | ||||
Cost of operations |
16,684,583 | 16,522,342 | ||||||
Gross profit |
8,472,177 | 7,470,765 | ||||||
General and administrative expenses |
5,821,004 | 5,943,678 | ||||||
Sales and marketing expenses |
995,888 | 842,193 | ||||||
Depreciation and amortization |
365,823 | 488,709 | ||||||
Other operating expenses |
74,673 | 1,515 | ||||||
Total operating expenses |
7,257,388 | 7,276,095 | ||||||
Operating profit |
1,214,789 | 194,670 | ||||||
Interest and other income |
14,575 | 3,684 | ||||||
Interest expense |
(34,707 | ) | (53,928 | ) | ||||
Income before income taxes |
1,194,657 | 144,426 | ||||||
Income tax provision (benefit) |
393,243 | (131,466 | ) | |||||
Net income |
801,414 | 275,892 | ||||||
Less: Net income attributable to noncontrolling interest |
185,000 | 25,900 | ||||||
Net income attributable to Kona Brewing Company, Inc. |
$ | 616,414 | $ | 249,992 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
3
Kona Brewing Company, Inc. and Subsidiaries
Consolidated Statements of Stockholders Equity
Years Ended December 31, 2009 and 2008
Consolidated Statements of Stockholders Equity
Years Ended December 31, 2009 and 2008
Kona Brewing Co. Inc. Stockholders | ||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||
Common | Paid-In | Retained | Comprehensive | Noncontrolling | ||||||||||||||||||||
Stock | Capital | Earnings | Income | Interest | Total | |||||||||||||||||||
Balance, January 1, 2008 |
$ | 2,500 | $ | 1,697,119 | $ | 68,447 | $ | | $ | 287,967 | $ | 2,056,033 | ||||||||||||
Distribution of capital |
| | | | (36,891 | ) | (36,891 | ) | ||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||
Net income |
| | 249,992 | | 25,900 | 275,892 | ||||||||||||||||||
Unrealized holding gain on securities,
net of tax |
| | | 32,299 | | 32,299 | ||||||||||||||||||
Comprehensive income |
308,191 | |||||||||||||||||||||||
Balance, December 31, 2008 (restated) |
2,500 | 1,697,119 | 318,439 | 32,299 | 276,976 | 2,327,333 | ||||||||||||||||||
Distribution of capital |
| | | | (43,704 | ) | (43,704 | ) | ||||||||||||||||
Comprehensive income |
||||||||||||||||||||||||
Net income (restated) |
| | 616,414 | | 185,000 | 801,414 | ||||||||||||||||||
Unrealized holding gain on securities,
net of tax |
| | | 124,860 | | 124,860 | ||||||||||||||||||
Comprehensive income (restated) |
926,274 | |||||||||||||||||||||||
Balance, December 31, 2009 (restated) |
$ | 2,500 | $ | 1,697,119 | $ | 934,853 | $ | 157,159 | $ | 418,272 | $ | 3,209,903 | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
4
Kona Brewing Company, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 2009 and 2008
Consolidated Statements of Cash Flows
Years Ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Restated | ||||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 801,414 | $ | 275,892 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities |
||||||||
Depreciation and amortization |
365,823 | 488,709 | ||||||
Bad debt expense |
39,893 | 3,192 | ||||||
Loss (gain) on disposition of long-lived assets |
26,755 | (46,204 | ) | |||||
Deferred income taxes |
(112,757 | ) | (112,620 | ) | ||||
Deferred rent |
(26,875 | ) | 33,695 | |||||
Changes in |
||||||||
Accounts receivable |
(151,642 | ) | (1,117,884 | ) | ||||
Inventory |
278,191 | (477,736 | ) | |||||
Prepaid expenses |
(31,088 | ) | 70,816 | |||||
Other assets |
(1,499 | ) | 114,171 | |||||
Accounts payable |
(1,275,278 | ) | 1,230,524 | |||||
Accrued salaries and wages |
400,766 | 133,382 | ||||||
Other accrued expenses |
178,039 | 112,941 | ||||||
Deposits on kegs |
103,012 | 27,576 | ||||||
Refundable income taxes / income taxes payable |
411,088 | (294,864 | ) | |||||
Net cash provided by operating activities |
1,005,842 | 441,590 | ||||||
Cash flows from investing activities |
||||||||
Disposition of property and equipment |
13,229 | 37,646 | ||||||
Additions to property and equipment |
(408,893 | ) | (301,797 | ) | ||||
Acquisition of intangible assets |
(15,299 | ) | | |||||
Net cash used in investing activities |
(410,963 | ) | (264,151 | ) | ||||
Cash flows from financing activities |
||||||||
Proceeds from note payable |
284,902 | | ||||||
Payments on notes payable |
(605,764 | ) | (192,712 | ) | ||||
Noncontrolling interest |
(43,704 | ) | (36,891 | ) | ||||
Payments on capital leases |
(8,498 | ) | (5,994 | ) | ||||
Net cash used in financing activities |
(373,064 | ) | (235,597 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
221,815 | (58,158 | ) | |||||
Cash and cash equivalents |
||||||||
Beginning of year |
779,394 | 837,552 | ||||||
End of year |
$ | 1,001,209 | $ | 779,394 | ||||
Noncash investing and financing activities |
||||||||
Capital leases |
$ | 37,940 | $ | 30,523 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
5
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
1. | Summary of Significant Accounting Policies and Practices | |
Description of Business | ||
Kona Brewing Company, Inc. and Subsidiaries (the Company) is principally engaged in the operation of two pubs, one on the island of Hawaii and the other on the island of Oahu. The Company also distributes craft beer in Japan and Taiwan. Kona Brewery LLC (KB LLC), an 80%-owned subsidiary, is primarily engaged in the brewing and distribution of craft beer throughout the United States. | ||
Principles of Consolidation | ||
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Kona Brew Enterprises LLC (KBE), and 80%-owned subsidiary KB LLC. Craft Brewers Alliance, Inc. (CBAI) holds the remaining 20% noncontrolling ownership interest in KB LLC. | ||
All significant intercompany balances and transactions have been eliminated. Non-controlling interests are included as a separate component of stockholders equity in the consolidated balance sheets. | ||
Concentrations of Risk | ||
Financial instruments that potentially expose the Company to credit risk consist principally of cash and accounts receivables. The Company maintains its cash with a financial institution in the State of Hawaii. The aggregate balance is insured by federal agencies up to $250,000. Amounts on deposit typically exceed federally insured limits. | ||
The Company extends credit to customers in the ordinary course of business. CBAI accounted for 90% and 81% of gross accounts receivable at December 31, 2009 and 2008, respectively. CBAI also accounted for 64% and 63% of the Companys net sales for the years ended December 31, 2009 and 2008, respectively. No other customer exceeded 10% of the Companys gross accounts receivable balance or net sales as of or for the years ended December 31, 2009 or 2008. | ||
Cash Equivalents | ||
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. | ||
Accounts Receivable | ||
Accounts receivables are recorded at the amounts due from customers. Generally, accounts past due by more than 30 days are considered delinquent. The allowance for doubtful accounts represents managements best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company estimated the allowance based on an analysis of specific customers, taking into consideration the age of past due accounts and the customers ability to pay. However, because of the uncertainties inherent in assessing the collectibility of receivables, it is at least reasonably possible that there will be near-term changes in managements estimate due to actual losses and other factors. | ||
Inventories | ||
Inventories, comprised of raw materials, work in process, finished goods, and other inventory items are stated at the lower of cost or market. Beer cost is determined using the standard cost method which approximates the first-in, first-out method. For materials produced in the Hawaii brewery, the cost elements of items included in work in process and finished goods include raw materials only, with direct labor recorded as a period cost. Materials produced under the alternating proprietorship agreement are valued at their fully-loaded cost. All recorded inventory quantities are adjusted based on the results of periodic physical inventory counts. |
6
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Marketable Securities | ||
The Company considers its investment in the common stock of CBAI to be available-for-sale. The investment is carried at fair value based on quoted market prices, with unrealized gains and losses reported in accumulated other comprehensive income, a separate component of stockholders equity, net of related income taxes. | ||
Property and Equipment | ||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major renewals and improvements are capitalized. Replacements, maintenance and repairs which do not improve or extend asset lives are charged to expense as incurred. Gains or losses from property and equipment disposals are included in other income (expense). | ||
Depreciation of buildings, machinery and other equipment is provided on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements and assets acquired under capital leases are amortized over the shorter of the assets useful life or the lease term. | ||
Estimated useful lives of buildings, machinery, and other equipment used to depreciate various asset categories are as follows: |
Buildings |
25 years | |||
Computer and related office equipment |
3 years | |||
Other equipment |
5 years |
Impairment of Long-Lived Assets | ||
Management reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is deemed not recoverable if it exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of an asset is deemed not recoverable, an impairment loss is recognized to the extent the carrying amount of the asset exceeds its estimated fair value. | ||
Intangible Assets | ||
Intangible assets with finite useful lives are amortized over the period which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. Intangible assets maintained by the Company as of December 31, 2009 and 2008 were comprised of design costs for merchandise and other items used in the Companys operations. | ||
Deposits on Kegs | ||
The Company distributes its draft beer in kegs that are owned by the Company as well as in kegs that have been leased from third parties. Kegs that are owned by the Company are reflected in the Companys consolidated balance sheet at cost and are depreciated over their estimated useful lives. When draft beer is shipped to the wholesaler, regardless of whether the keg is owned or leased, the Company collects a refundable deposit, presented as a current liability (refundable keg deposits) in the Companys consolidated balance sheets. Upon return of the keg to the Company, the deposit is refunded to the wholesaler. |
7
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The Company has experienced some loss of kegs and anticipates that some loss will occur in future periods due to the significant volume of kegs handled, the homogeneous nature of kegs owned by most brewers, and the relatively small deposit collected for each keg when compared with its market value. The Company believes that this is an industry-wide problem and the Companys loss experience is not atypical. In order to estimate forfeited deposits attributable to lost kegs, the Company periodically uses internal records, records maintained by other third party vendors, and historical information to estimate the physical count of kegs held by others. These estimates affect the amount recorded as equipment and refundable deposits as of the date of the financial statements. The actual liability for refundable deposits could differ from these estimates. | ||
Deferred Rent | ||
Rental expense on operating leases is recognized on a straight-line basis over the respective lease terms, with the difference between rental expense recognized for financial statement purposes and the actual amounts paid recorded as a deferred rent liability. | ||
Revenue Recognition | ||
The Company recognizes revenue from the sale of its bottle and keg beer products when the associated products are shipped to customers. The Company also earns revenue via retail sales at its two pubs and franchise revenues associated with a restaurant located at the Honolulu International Airport. Revenues are reported gross of general excise taxes passed on to customers. General excise taxes collected from customers approximated $353,000 and $345,000 for the years ended December 31, 2009 and 2008, respectively. | ||
Income Taxes | ||
For federal and state income tax purposes, Kona Brewing Company, Inc. and KBE file a consolidated income tax return. Separate partnership returns are filed for KB LLC. | ||
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||
In 2009, the Company adopted the provisions of FASB ASC 740-10. FASB ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The cumulative effect of applying FASB ASC 740-10 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. | ||
The Company recognizes the effect of a tax position only to the extent that the tax position is more likely than not to be sustained upon examination, based on the technical merits of the position. Changes in the recognition or measurement of tax positions are reflected in the period in which the change of judgment occurs. Management has determined that there were no material uncertain tax positions requiring recognition or disclosure in the consolidated financial statements as of December 31, 2009 or for the year then ended. | ||
The Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for years before 2006. |
8
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Advertising and Promotion Costs | ||
Advertising and promotion costs are charged to expense as incurred. The total amounts charged to advertising and promotion expense approximated $138,000 for both years ended December 31, 2009 and 2008. | ||
Use of Estimates | ||
The preparation of the consolidated balance sheet in conformity with generally accepted accounting principles (GAAP) requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet. Actual results could vary from those estimates. | ||
Fair Value Measurements | ||
FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 established a fair value hierarchy that distinguishes between independent observable inputs and unobservable inputs used to measure fair value, as follows: |
| Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | ||
| Level 2: Inputs other than quoted market prices included within Level 1 that are observable for an asset or liability, either directly or indirectly. | ||
| Level 3: Unobservable inputs for an asset or liability. |
In 2009, the Company adopted the provisions of FASB ASC 820-10 related to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. As of December 31, 2009, there were no nonfinancial assets or liabilities which were measured at fair value on a nonrecurring basis. | ||
Subsequent Events | ||
Subsequent events have been evaluated from January 1, 2010 through October 27, 2010, the date the consolidated financial statements were available for issuance. | ||
On October 1, 2010, the Company was acquired by CBAI for $14.1 million in cash and stock. The acquisition was reported as a merger for income tax purposes. The operations of the Company are expected to continue under the new ownership. |
9
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
2. | Restatement | |
During 2010, the consolidated financial statements as of and for the year ended December 31, 2008, presented herein, were retrospectively audited. During the retrospective audit of the December 31, 2008 consolidated financial statements, a number of adjustments were identified necessitating restatement of the previously issued 2009 consolidated financial statements. The Company made the following adjustments to its previously issued 2009 consolidated financial statements: |
As Previously | ||||||||||||
Reported | Adjustments | As Restated | ||||||||||
Assets |
||||||||||||
Current assets |
||||||||||||
Inventory |
$ | 892,675 | $ | (15,155 | ) | $ | 877,520 | |||||
Total current assets |
4,913,191 | (15,155 | ) | 4,898,036 | ||||||||
Property and equipment, net |
2,276,800 | (4,463 | ) | 2,272,337 | ||||||||
Intangible assets, net |
40,560 | (9,723 | ) | 30,837 | ||||||||
Deferred income taxes |
78,200 | (10,100 | ) | 68,100 | ||||||||
Total assets |
$ | 7,308,751 | $ | (39,441 | ) | $ | 7,269,310 | |||||
Liabilities and Stockholders Equity |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable |
$ | 2,156,327 | $ | 29,341 | $ | 2,185,668 | ||||||
Accrued salaries and wages |
752,266 | 57,465 | 809,731 | |||||||||
Income taxes payable |
107,644 | 58,000 | 165,644 | |||||||||
Total current liabilities |
3,583,113 | 144,806 | 3,727,919 | |||||||||
Total liabilities |
3,914,601 | 144,806 | 4,059,407 | |||||||||
Stockholders equity |
||||||||||||
Retained earnings |
1,119,100 | (184,247 | ) | 934,853 | ||||||||
Total stockholders equity |
3,394,150 | (184,247 | ) | 3,209,903 | ||||||||
Total liabilities and
stockholders equity |
$ | 7,308,751 | $ | (39,441 | ) | $ | 7,269,310 | |||||
Consolidated Statement of Operations |
||||||||||||
Cost of operations |
$ | 16,669,428 | $ | 15,155 | $ | 16,684,583 | ||||||
Gross profit |
8,487,332 | (15,155 | ) | 8,472,177 | ||||||||
General and administrative expenses |
5,801,850 | 19,154 | 5,821,004 | |||||||||
Total operating expenses |
7,238,234 | 19,154 | 7,257,388 | |||||||||
Operating profit |
1,249,098 | (34,309 | ) | 1,214,789 | ||||||||
Income before income taxes |
1,228,966 | (34,309 | ) | 1,194,657 | ||||||||
Net income |
835,723 | (34,309 | ) | 801,414 | ||||||||
Net income attributable to
Kona Brewing Company, Inc. |
$ | 650,723 | $ | (34,309 | ) | $ | 616,414 | |||||
10
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
As Previously | ||||||||||||
Reported | Adjustments | As Restated | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 835,723 | $ | (34,309 | ) | $ | 801,414 | |||||
Changes in |
||||||||||||
Inventory |
267,886 | 10,305 | 278,191 | |||||||||
Accrued salaries and wages |
378,708 | 22,058 | 400,766 | |||||||||
Other accrued expenses |
180,944 | (2,905 | ) | 178,039 | ||||||||
Net cash provided by
operating activities |
1,010,693 | (4,851 | ) | 1,005,842 | ||||||||
Cash flows from investing activities |
||||||||||||
Disposition of property and equipment |
3,227 | 10,002 | 13,229 | |||||||||
Additions to property and equipment |
(409,654 | ) | 761 | (408,893 | ) | |||||||
Acquisition of intangible assets |
(9,387 | ) | (5,912 | ) | (15,299 | ) | ||||||
Net cash used in
investing activities |
(415,814 | ) | 4,851 | (410,963 | ) | |||||||
Net increase in cash and
cash equivalents |
221,815 | | 221,815 | |||||||||
Cash and cash equivalents |
||||||||||||
Beginning of year |
779,394 | | 779,394 | |||||||||
End of year |
$ | 1,001,209 | $ | | $ | 1,001,209 | ||||||
3. | Marketable Securities |
The cost, gross unrealized gain, and fair value of the Companys investment in CBAIs common stock at December 31, 2009 and 2008 were as follows: |
Gross | ||||||||||||
Unrealized | Fair | |||||||||||
Cost | Gain | Value | ||||||||||
December 31, 2009 |
||||||||||||
Equity securities |
$ | 150,000 | $ | 254,234 | $ | 404,234 | ||||||
$ | 150,000 | $ | 254,234 | $ | 404,234 | |||||||
December 31, 2008 |
||||||||||||
Equity securities |
$ | 150,000 | $ | 52,117 | $ | 202,117 | ||||||
$ | 150,000 | $ | 52,117 | $ | 202,117 | |||||||
In accordance with GAAP, the Company measures the fair value of its investment in CBAI common stock based on quoted prices in an active market. Accordingly, the investment in marketable equity securities has been classified in Level 1 of the fair value hierarchy. | ||
There were no gross realized gains or losses on the sale of equity securities during 2009 or 2008. |
11
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
4. | Property and Equipment | |
Property and equipment was comprised of the following at December 31, 2009 and 2008: |
2009 | 2008 | |||||||
Buildings and improvements |
$ | 2,172,061 | $ | 2,121,715 | ||||
Machinery and equipment |
1,907,155 | 1,850,159 | ||||||
Furniture and fixtures |
526,996 | 499,766 | ||||||
4,606,212 | 4,471,640 | |||||||
Accumulated depreciation and amortization |
(2,623,510 | ) | (2,269,816 | ) | ||||
1,982,702 | 2,201,824 | |||||||
Construction in progress |
289,635 | 4,272 | ||||||
$ | 2,272,337 | $ | 2,206,096 | |||||
In December 2009, the Company entered into a contract for the procurement and installation of a photovoltaic cell system at the Companys Kona brewery and pub. The total commitment approximated $1,425,000 of which approximately $1,140,000 remained unpaid at December 31, 2009. The photovoltaic cell system was placed into service in August 2010 with final payment made in September 2010. |
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Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
5. | Notes Payable and Debt | |
Notes payable at December 31, 2009 and 2008 consisted of the following: |
2009 | 2008 | |||||||
Bill Healy Foundation, an affiliated entity,
promissory note, with monthly interest only
payments at 4.25% through December 15, 2010, and
thereafter monthly principal and interest
payments of $10,227 with the unpaid principal and
interest due December 21, 2014, and collateralized
by a security interest in the photovoltaic cell
system procured for installation at the Companys
Kona pub and brewery. |
$ | 284,902 | $ | | ||||
First Hawaiian Bank term loan, due in monthly
installments of $7,738, including interest at
7.00% at December 31, 2008, with the unpaid
principal and interest due February 16, 2014 The
outstanding balance was repaid in 2009. |
| 405,764 | ||||||
First Hawaiian Bank interest-only loan on a
$500,000 line of credit, due September 1, 2010
with interest at 4.00% at December 31, 2008, and
collateralized by substantially all of the real
and personal property of Kona Brewery LLC. The
outstanding balance was repaid in 2009. |
| 200,000 | ||||||
284,902 | 605,764 | |||||||
Less: Current portion |
| 292,856 | ||||||
$ | 284,902 | $ | 312,908 | |||||
Principal maturities as of December 31, 2009 were as follows: |
Years ending December 31, | ||||
2010 |
$ | | ||
2011 |
86,000 | |||
2012 |
92,500 | |||
2013 |
99,400 | |||
2014 |
7,100 | |||
$ | 285,000 | |||
The related party promissory note provides for credit totaling approximately $1,425,000. Principal amounts were drawn down in four installments of varying amounts occurring during the period from December 2009 through September 2010. Any and all cash proceeds received from federal grants and state credits as an incentive for the installation of the photovoltaic cell system are required to be remitted to the lender as payment on the outstanding principal amounts of the note. In September 2010, the Company applied for a federal grant for approximately $402,000 under Section 1603, Division B, of the American Recovery and Reinvestment Act of 2009. | ||
At December 31, 2008, the Company had a $100,000 line of credit with First Hawaiian Bank. As of December 31, 2008, there were no outstanding drawings on the line of credit. At December 31, 2009, the Company had $500,000 and $100,000 lines of credit with First Hawaiian Bank. As of December 31, 2009, there were no outstanding drawings on the lines of credit. The Companys |
13
Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
$500,000 and $100,000 lines of credit with First Hawaiian Bank expired on September 1, 2010 and were not renewed. | ||
6. | Income Taxes | |
The income tax provision (benefit) for the years ended December 31, 2009 and 2008 was comprised of the following: |
2009 | 2008 | |||||||
Federal income tax provision (benefit) |
||||||||
Current |
$ | 441,000 | $ | (33,000 | ) | |||
Deferred |
(86,800 | ) | (94,900 | ) | ||||
State of Hawaii income tax provision (benefit) |
||||||||
Current |
65,000 | 14,100 | ||||||
Deferred |
(26,000 | ) | (17,700 | ) | ||||
$ | 393,200 | $ | (131,500 | ) | ||||
The income tax provision (benefit) for the years ended December 31, 2009 and 2008 differed from the amount computed by applying the 34% federal statutory income tax rate to income before income taxes as follows: |
2009 | 2008 | |||||||
Computed expected income tax expense |
$ | 329,000 | $ | 40,300 | ||||
State income taxes, net of federal income tax benefit |
27,000 | 3,000 | ||||||
Other, net |
37,200 | (174,800 | ) | |||||
$ | 393,200 | $ | (131,500 | ) | ||||
Gross deferred tax assets at December 31, 2009 and 2008 of approximately $226,000 and $142,000, respectively, were primarily attributable to differences between the basis in Kona Brewing Companys investment in KB LLC, vacation expense, depreciation expense, and employee bonus expense recognized for financial statement and income tax reporting purposes. At December 31, 2009 and 2008, no valuation allowance was provided to reduce the deferred tax assets because in managements opinion, it is more likely than not that the reported amounts of the deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced. | ||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. | ||
Gross deferred tax liabilities at December 31, 2009 of approximately $98,000 were attributable to differences between unrealized holding gains on investments recognized for financial statement and income tax reporting purposes. Gross deferred tax liabilities at December 31, 2008 of approximately $50,000 were attributable to prepaid expense and differences between unrealized holding gains on investments recognized for financial statement and income tax reporting purposes. |
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Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
7. | Employee Benefit Plans | |
Defined Contribution Plan | ||
The Company sponsors a defined contribution safe harbor 401(k)/Roth 401(k) plan for which all full-time employees with more than one year of service are eligible. The plan qualifies under Section 401(k) of the Internal Revenue Code. The Company matches up to 100% of the first three percent and 50% of the next two percent of employee contributions. Company contributions to the plan approximated $56,000 and $60,000 for the years ended December 31, 2009 and 2008, respectively. | ||
Management Incentive Plan | ||
In 2008, the Company adopted a management incentive plan for certain key managers. Under the plan, the key managers were awarded a total of 77.32 shares of stock appreciation rights (SARs). The value of the SARs is based on the difference in the contractually calculated value of the Companys share price at the measurement date and the grant date (July 1, 2008). The value of the Companys share is determined annually and is calculated based on a defined formula included in the plan document. The SARs issued are subject to certain restrictions, including a three-year vesting period. At December 31, 2009, the Company maintained a liability of approximately $69,300 associated with the management incentive plan. At December 31, 2008, the Company did not maintain a liability associated with the management incentive plan. Expenses incurred in association with the management incentive plan approximated $69,300 for the year ended December 31, 2009. Such expenses pertain solely to the excess of the calculated value of the Companys share price at December 31, 2009 in comparison to the calculated share price at the measurement date. There were no expenses incurred in association with the management incentive plan for the year ended December 31, 2008. | ||
8. | Lease Commitments | |
Operating Leases | ||
The Company leases office space, the land underlying the Companys brewery and pub in Kona, and the Oahu pub location under noncancelable operating leases expiring at various dates through 2020. Certain leases provide for escalation charges and contain renewal and purchase options. Rental expense on operating leases is recognized on a straight-line basis over the lease term. The difference between rental expense recognized for financial statement purposes and the actual amounts paid is recorded as deferred rent. Percentage rent associated with the Oahu pub lease is payable monthly based on 5% of gross sales, as defined in the lease agreement, less monthly minimum rent amounts. The Company also leases equipment under lease agreements accounted for as operating leases that expire at various dates through 2011. |
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Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Future minimum operating lease payments as of December 31, 2009 are as follows: |
Years ending December 31, | ||||
2010 |
$ | 346,000 | ||
2011 |
301,000 | |||
2012 |
301,000 | |||
2013 |
204,000 | |||
2014 |
174,000 | |||
Thereafter |
1,095,000 | |||
$ | 2,421,000 | |||
Minimum rental expense for the years ended December 31, 2009 and 2008 approximated $468,000 and $444,000, respectively. Percentage rental expense for the years ended December 31, 2009 and 2008, approximated $23,000 and $31,000, respectively. | ||
The Companys office space and the land underlying the brewery and pub in Kona are leased from an affiliated entity under operating leases that expire on various dates through 2020. Minimum rent paid in 2009 and 2008 approximated $199,000 and $184,000, respectively. | ||
Capital Leases | ||
The Company leases equipment under lease agreements that expire at various dates through 2014. The Company has classified and recorded these lease agreements as capital leases. | ||
At December 31, 2009 and 2008, assets under capital leases were included in property and equipment as follows: |
2009 | 2008 | |||||||
Machinery and equipment |
$ | 58,629 | $ | 30,523 | ||||
Less: Accumulated amortization |
(27,013 | ) | (28,799 | ) | ||||
Net machinery and equipment under capital lease |
$ | 31,616 | $ | 1,724 | ||||
Future minimum capital lease payments as of December 31, 2009 are as follows: |
Years ending December 31, | ||||
2010 |
$ | 13,000 | ||
2011 |
10,000 | |||
2012 |
9,000 | |||
2013 |
8,000 | |||
2014 |
5,000 | |||
Total minimum lease payments |
45,000 | |||
Less: Amount representing interest at 4.25% and 5.50% |
(4,000 | ) | ||
Present value of minimum lease payments |
41,000 | |||
Current portion |
12,000 | |||
Noncurrent portion |
$ | 29,000 | ||
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Kona Brewing Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
9. | Alternating Proprietorship and Distribution Agreements with CBAI | |
KB LLC and CBAI operate under a number of contracts. Those contracts include alternating proprietorship, facility lease and service, distribution and contract brewing agreements. | ||
In conjunction with an alternating proprietorship agreement, the Company produces a portion of its products at CBAIs Oregon brewery under a brewery leasing arrangement. The Company pays a leasing fee based on the barrels it brews and packages at CBAIs brewery and purchases raw materials from CBAI immediately prior to production. | ||
Under the distribution agreement, the Company sells its products to CBAI, whether manufactured at the Companys Hawaii brewery or CBAIs brewery, which CBAI then sells and distributes to wholesalers. For the years ended December 31, 2009 and 2008, the net sales resulting from transactions with CBAI approximated $16,068,000 and $15,081,000, respectively. For the years ended December 31, 2009 and 2008, cost of operations resulting from transactions with CBAI approximated $10,148,000, and $11,324,000, respectively. Amounts due from CBAI at December 31, 2009 and 2008 approximated $2,221,000 and $1,935,000, respectively. Amounts owed to CBAI at December 31, 2009 and 2008 approximated $1,951,000 and $2,884,000, respectively. Transactions for 2008 were with CBAI or a predecessor entity acquired by CBAI. |
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