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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
(ACUITY LLP LOGO)
Kona Brewing Company, Inc.
and Subsidiaries
Consolidated Financial Statements
December 31, 2009 and 2008
(GRAPHIC)

 


 

Kona Brewing Company, Inc. and Subsidiaries
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  

 


 

(ACUITY LLP LOGO)
Report of Independent Auditors
The Board of Directors and Stockholders
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 Company’s 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
(GRAPHIC)

 


 

Kona Brewing Company, Inc. and Subsidiaries
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

 
                 
    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

 
                                                 
    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

 
                 
    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
 
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 Company’s net sales for the years ended December 31, 2009 and 2008, respectively. No other customer exceeded 10% of the Company’s 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 management’s best estimate of the amount of probable credit losses in the Company’s 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 customer’s 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 management’s 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
 
    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 asset’s 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 Company’s 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 Company’s 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 Company’s 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
 
    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 Company’s 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
 
    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
 
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 Stockholder’s 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
 
                         
    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 Company’s investment in CBAI’s 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

 
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 Company’s 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.

12


 

Kona Brewing Company, Inc. and Subsidiaries
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 Company’s 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 Company’s

13


 

Kona Brewing Company, Inc. and Subsidiaries
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 Company’s 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 management’s 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.

14


 

Kona Brewing Company, Inc. and Subsidiaries
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 Company’s share price at the measurement date and the grant date (July 1, 2008). The value of the Company’s 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 Company’s 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 Company’s 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.

15


 

Kona Brewing Company, Inc. and Subsidiaries
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 Company’s 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  
 
     

16


 

Kona Brewing Company, Inc. and Subsidiaries
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 CBAI’s Oregon brewery under a brewery leasing arrangement. The Company pays a leasing fee based on the barrels it brews and packages at CBAI’s 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 Company’s Hawaii brewery or CBAI’s 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.

17