Craft Brew Alliance, Inc. Consolidated Balance Sheets
Order ID:89JHGSJE83839 Style:APA/MLA/Harvard/Chicago Pages:5-10 Instructions:
Craft Brew Alliance, Inc. Consolidated Balance Sheets
(Dollars in thousands, except per share amounts) December 31, 2012 2011 Assets Current assets:
Cash $ 5,013 $ 7 9 5 Accounts receivable, net 10,512 13,326 Inventories 11,749 9,446 Deferred income tax asset, net 1,250 894 Other current assets 3,809 2,816
Total current assets 32,333 27,277 Property, equipment and leasehold improvements, net 102,852 100,725 Goodwill 12,917 12,917 Intangible and other assets, net 17,562 17,989
Total assets $ 165,664 $ 158,908 Liabilities and Shareholders’ Equity Current liabilities:
Accounts payable $ 12,255 $ 10,994 Accrued salaries, wages and payroll taxes 5,267 4,524 Refundable deposits 7,896 7,400 Other accrued expenses 1,066 1,436 Current portion of long-term debt and capital lease obligations 642 5 9 6
Total current liabilities 27,126 24,950 Long-term debt and capital lease obligations, net of current portion 12,440 13,188 Fair value of derivative financial instruments 219 572 Deferred income tax liability, net 17,156 15,210 Other liabilities 528 479
Total liabilities 57,469 54,399 Commitments and contingencies Common shareholders’ equity:
Common stock, $0.005 par value. Authorized 50,000,000 shares; issued and outstanding 18,874,256 and 18,844,817 94 94
Additional paid-in capital 136,030 135,091 Accumulated other comprehensive loss (135) (356) Accumulated deficit (27,794) (30,320)
Total common shareholders’ equity 108,195 104,509 Total liabilities and common shareholders’ equity $ 165,664 $ 158,908
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC. CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts) Year Ended December 31, 2012 2011 2010 Sales $ 182,018 $ 161,000 $ 140,852 Less excise taxes 12,731 11,803 9,121 Net sales 169,287 149,197 131,731 Cost of sales 119,261 104,011 98,064 Gross profit 50,026 45,186 33,667 Selling, general and administrative expenses 44,890 39,742 29,938 Merger related expenses – – 5 5 9 Operating income 5,136 5,444 3,170 Income from equity method investments – 6 9 1 842 Gain on sale of equity interest in Fulton Street Brewery, LLC – 10,432 – Interest expense (663) (918) (1,497) Interest and other income, net 4 43 271 Income before income taxes 4,477 15,692 2,786 Income tax provision 1,951 6,041 1,100 Net income $ 2,526 $ 9 , 6 5 1 $ 1,686 Basic and diluted net income per share $ 0.13 $ 0.51 $ 0.10 Shares used in basic per share calculations 18,862 18,834 17,523 Shares used in diluted per share calculations 18,934 18,931 17,568
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) Year Ended December 31, 2012 2011 2010 Net income $ 2,526 $ 9 , 6 5 1 $ 1,686 Unrealized gains (losses) on derivative hedge transactions, net of tax 221 172 (50) Comprehensive income $ 2,747 $ 9,823 $ 1,636
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC. CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS’ EQUITY
(In thousands) Accumulated Total Additional Other Common Common Stock Paid-In Comprehensive Retained Shareholders’ Shares Par Value Capital Loss Deficit Equity Balance at December 31, 2009 17,074 $ 8 5 $ 122,682 $ (478) $ (41,657) $ 80,632 Issuance of shares under stock plans 60 1 126 – – 127 Stock-based compensation 18 – 9 9 – – 9 9 Issuance of shares pursuant to merger with Kona
Brewing Co., Inc. 1,667 8 11,694 – – 11,702 Unrealized losses on derivative financial
instruments, net of tax benefit of $31 – – – (50) – (50) Net income – – – – 1,686 1,686 Balance at December 31, 2010 18,819 94 134,601 (528) (39,971) 94,196 Issuance of shares under stock plans 10 – 23 – – 23 Stock-based compensation 1 6 – 467 – – 467 Unrealized gains on derivative financial
instruments, net of tax provision of $105 – – – 172 – 172 Net income – – – – 9 , 6 5 1 9 , 6 5 1 Balance at December 31, 2011 18,845 94 135,091 (356) (30,320) 104,509 Issuance of shares under stock plans 6 – 13 – – 13 Stock-based compensation 23 – 547 – – 547 Tax benefit related to stock options – – 379 – – 379 Unrealized gains on derivative financial
instruments, net of tax provision of $132 – – – 221 – 221 Net income – – – – 2,526 2,526 Balance at December 31, 2012 18,874 $ 94 $ 136,030 $ (135) $ (27,794) $ 108,195
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) Year Ended December 31, 2012 2011 2010 Cash flows from operating activities:
Net income $ 2,526 $ 9 , 6 5 1 $ 1,686 Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 7,369 7,204 7,044 Income from equity method investments, net of distributions received – (691) (647) Gain on sale of equity interest in Fulton Street Brewery, LLC – (10,432) – (Gain) loss on sale or disposal of property, equipment and leasehold improvements 23 (1) 102 Deferred income taxes 1,458 5,025 1,082 Stock-based compensation 547 467 9 9 Excess tax benefit from employee stock plans (379) – – Other (329) (135) (282) Changes in operating assets and liabilities:
Accounts receivable, net 2,396 (1,976) 2,017 Inventories (1,855) (640) 1,445 Other current assets (994) 418 590 Other assets – (495) 36 Accounts payable and other accrued expenses 1,269 (2,773) (1,353) Accrued salaries, wages and payroll taxes 743 471 (1,230) Refundable deposits 331 635 209
Net cash provided by operating activities 13,105 6,728 10,798 Cash flows from investing activities:
Expenditures for property, equipment and leasehold improvements (9,138) (8,488) (4,669) Proceeds from sale of property, equipment and leasehold improvements 37 120 160 Cash paid for merger with Kona Brewing Co., Inc. and related entities, net – – (6,206) Proceeds received for federal grant associated with photovoltaic system – – 402 Proceeds from the sale of equity interest in Fulton Street Brewery, LLC 418 15,527 – Other – (28) –
Net cash provided by (used in) investing activities (8,683) 7,131 (10,313) Cash flows from financing activities:
Principal payments on debt and capital lease obligations (596) (5,751) (1,505) Net borrowings (repayments) under revolving line of credit – (7,500) 1,100 Proceeds from issuances of common stock 13 23 127 Debt issuance costs – – (54) Excess tax benefit from employee stock plans 379 – –
Net cash used in financing activities (204) (13,228) (332) Increase in cash 4,218 631 153 Cash:
Beginning of period 7 9 5 164 11 End of period $ 5,013 $ 7 9 5 $ 164
Supplemental disclosure of cash flow information:
Cash paid for interest $ 774 $ 972 $ 1,625 Cash paid for income taxes, net 416 6 7 5 223
Supplemental disclosure of non-cash information:
Fair value of common stock issued in connection with acquisition of Kona Brewing Co., Inc. and related entities $ – $ – $ 11,702
Receivable from sale of equity interest in Fulton Street Brewery, LLC – 836 –
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations
Overview Craft Brew Alliance, Inc. was formed in 1981 to brew and sell craft beer. We produce, sell and market on a national basis innovative bottled and draft product for the Widmer Brothers, Redhook, Kona and Omission brands at our five company-owned breweries and operate five pubs that promote our products, offer dining and entertainment facilities and sell retail merchandise. Our common stock trades on the Nasdaq Stock Market under the trading symbol “BREW.”
Our products are distributed domestically in all 50 states. This national footprint was established primarily through a series of distribution agreements with Anheuser-Busch, LLC (“A-B”), a significant shareholder. In 2004, we and A-B entered into three agreements, an exchange and recapitalization agreement (as amended, the “Exchange Agreement”), a master distributor agreement (as amended, the “A-B Distributor Agreement”) and a registration rights agreement that collectively constitute the framework of our existing relationship with A-B.
Under the present terms of the A-B Distributor Agreement, we distribute our products in substantially all of our markets through A-B’s seamless national wholesale distributor network. Our agreement with A-B initially allowed us to establish relationships nationwide with these wholesalers. As a result of this distribution arrangement, we believe that, under alcohol beverage laws in a majority of states, these wholesalers own the exclusive right to distribute our beers in their respective markets if the A-B Distributor Agreement expires or is terminated. A-B’s domestic wholesaler network consists primarily of independent wholesalers, together with owned branches. The A-B Distributor Agreement is subject to early termination by either party upon the occurrence of certain events. The A-B Distributor Agreement expires December 31, 2018, but may be renewed automatically for an additional ten-year period unless A-B provides written notice to the contrary on or prior to June 30, 2018.
Basis of Presentation The consolidated financial statements include the accounts of Craft Brew Alliance, Inc. and our wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation.
Note 2. Significant Accounting Policies
Cash We maintain cash balances with financial institutions that may exceed federally insured limits. We did not have any cash equivalents at December 31, 2012 or 2011.
Accounts Receivable Accounts receivable is comprised primarily of trade receivables due from wholesalers and A-B for beer and promotional product sales. Because of state liquor laws and each wholesaler’s agreement with A-B, we do not have collectability issues related to the sale of our beer products. Accordingly, we do not regularly provide an allowance for doubtful accounts for beer sales. We have provided an allowance for promotional merchandise receivables that have been invoiced to the wholesaler, which reflects our best estimate of probable losses inherent in the accounts. We determine the allowance based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts was $25,000 at both December 31, 2012 and 2011.
Activity related to our allowance for doubtful accounts was immaterial in 2012, 2011 and 2010.
Inventories Inventories, except for pub food, beverages and supplies, are stated at the lower of standard cost or market. Pub food, beverages and supplies are stated at the lower of cost or market.
We regularly review our inventories for the presence of obsolete product attributed to age, seasonality and quality. If our review indicates a reduction in utility below the product’s carrying value, we reduce
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CRAFT BREW ALLIANCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
the product to a new cost basis. We record the cost of inventory for which we estimate we have more than a twelve-month supply as a component of Intangible and other assets on our Consolidated Balance Sheets.
Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are stated at cost reduced by proceeds received under applicable cash grants, less accumulated depreciation and accumulated amortization. Expenditures for repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon disposal of equipment and leasehold improvements, the accounts are relieved of the costs and related accumulated depreciation or amortization, and resulting gains or losses are reflected in our Consolidated Statements of Income.
Depreciation and amortization of property, equipment and leasehold improvements is provided on the straight-line method over the following estimated useful lives:
Buildings 30 – 50 years Brewery equipment 10 – 25 years Furniture, fixtures and other equipment 2 – 10 years Vehicles 5 years Leasehold improvements The lesser of useful life or term of the lease
Valuation of Long-Lived Assets We evaluate potential impairment of long-lived assets, including definite-lived intangible assets, when facts and circumstances indicate that the carrying values of such assets may be impaired. An evaluation of recoverability is performed by comparing the carrying value of the assets to projected future undiscounted cash flows in addition to other quantitative and qualitative analyses. Upon indication that the carrying value of such assets may not be recoverable, we recognize an impairment loss in the current period in our Consolidated Statements of Income. We did not identify indicators of impairment during 2012, 2011 or 2010.
Definite-lived intangible assets are amortized using a straight line basis of accounting. Definite-lived intangible assets and their respective estimated lives are as follows:
Distributor agreements 15 years Non-compete agreements 5 years
Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. All of our goodwill has been allocated to our Beer Related reporting unit based on the relative fair value of the future benefit of the purchased and existing operations. We test goodwill for impairment by comparing the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. We conduct our annual impairment test as of December 31 of each year and have determined there to be no impairment for any of the periods presented.
Indefinite-Lived Intangible Assets Indefinite-lived intangible assets consist primarily of trademarks, domain name and recipes. We evaluate the recoverability of indefinite-lived intangible assets annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, by comparing the carrying amount of the asset to its estimated fair value measured by using discounted cash flows that the asset is expected to generate. We have determined there to be no impairment for any of the periods presented.
Refundable Deposits on Kegs We distribute our draft beer in kegs that are owned by us as well as in kegs that have been leased from third parties. Kegs that are owned by us are reflected in our Consolidated Balance Sheets at cost and are depreciated over the estimated useful life of the keg. When draft beer is shipped to the wholesaler, regardless of whether the keg is owned or leased, we collect a refundable deposit, presented as a current liability – Refundable deposits in our Consolidated Balance Sheets. Upon return of the keg to us, the deposit is refunded to the wholesaler. See discussion at Note 19, “Related-Party Transactions” for impact of lost kegs on our brewery equipment.
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CRAFT BREW ALLIANCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
We have experienced some loss of kegs and anticipate that some loss will occur in future periods due to the significant volume of kegs handled by each wholesaler and retailer, the homogeneous nature of kegs owned by most brewers, and the relatively small deposit collected for each keg when compared with its market value. In order to estimate forfeited deposits attributable to lost kegs, we periodically use internal records, records maintained by A-B, records maintained by other third party vendors and historical information to estimate the physical count of kegs held by wholesalers and A-B. These estimates affect the amount recorded as equipment and refundable deposits as of the date of the consolidated financial statements. The actual liability for refundable deposits may differ from estimates. As of December 31, 2012, and 2011, our Consolidated Balance Sheets included $7.6 million and $7.1 million, respectively, in refundable deposits on kegs and $5.8 million and $5.1 million, respectively, in keg equipment, net of accumulated depreciation.
Concentrations of Risk Financial instruments that potentially subject us to credit risk consist principally of trade accounts receivable. While wholesalers and A-B account for substantially all trade accounts receivable, this concentration risk is limited due to the number of wholesalers, their geographic dispersion and state laws regulating the financial affairs of wholesalers of alcoholic beverages.
Comprehensive Income Comprehensive Income includes changes in the fair value of interest rate derivatives that are designated as cash flow hedges.
Revenue Recognition We recognize revenue from product sales, net of excise taxes, discounts and certain fees we must pay in connection with sales to a member of the A-B wholesale distributor network, when the products are delivered to the member. A member of the A-B wholesale distributor network may be a branch of A-B or an independent wholesale distributor.
We recognize revenue on contract brewing sales when the product is shipped to our contract brewing customer.
We recognize revenue on retail sales at the time of sale and we recognize revenue from events at the time of the event.
Excise Taxes The federal government levies excise taxes on the sale of alcoholic beverages, including beer. For brewers producing less than two million barrels of beer per calendar year, the federal excise tax is $7 per barrel on the first 60,000 barrels of beer removed for consumption or sale during the calendar year, and $18 per barrel for each barrel in excess of 60,000 barrels. Individual states also impose excise taxes on alcoholic beverages in varying amounts. As presented in our Consolidated Statements of Income, Sales reflects the amounts invoiced to A-B, wholesalers and other customers. Excise taxes due to federal and state agencies are not collected from our customers, but rather are our responsibility. Net sales, as presented in our Consolidated Statements of Income, are reduced by applicable federal and state excise taxes.
Shipping and Handling Costs Costs incurred to ship our product are included in Cost of sales in our Consolidated Statements of Income.
Advertising Expenses Advertising costs, consisting of television, radio, print, outdoor advertising, on-line and social media, sponsorships, trade events, promotions and printed product information, as well as costs to produce these media, are expensed as incurred. The costs associated with point of sale display items and related promotional merchandise are inventoried and charged to expense when first used. For the years ended December 31, 2012, 2011 and 2010, we recognized costs for all of these activities totaling $12.4 million, $11.9 million and $9.5 million, respectively, which are reflected as Selling, general and administrative expenses in our Consolidated Statements of Income.
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CRAFT BREW ALLIANCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
Advertising expenses are included in Selling, general and administrative expenses and frequently involve the local wholesaler sharing in the cost of the program. Reimbursements from wholesalers for advertising and promotion activities are recorded as a reduction to Selling, general and administrative expenses in our Consolidated Statements of Income. Pricing discounts to wholesalers are recorded as a reduction of Sales in our Consolidated Statements of Income.
Stock-Based Compensation The fair value of restricted stock awards is determined based on the number of shares granted and the quoted price of our common stock on the date of grant. The fair value of stock option awards is estimated at the grant date as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The BSM model requires various judgmental assumptions including expected volatility and option life.
The estimated fair value of stock-based awards is recognized as compensation expense over the vesting period of the award, net of estimated forfeitures. We estimate forfeitures of stock based awards based on historical experience and expected future activity.
The estimated fair value of performance-based stock awards is recognized over the service period based on an assessment of the probability that performance goals will be met. We re-measure the probability of achieving the performance goals during each reporting period. In future reporting periods, if we determine that performance goals are not probable of occurrence, no compensation expense will be recognized and any previously recognized compensation expense would be reversed.
Earnings per Share Basic earnings per share is computed on the basis of the weighted average number of shares that were outstanding during the period. Diluted earnings per share include the dilutive effect of common share equivalents calculated under the treasury stock method. Performance based restricted stock grants are included in basic and diluted earnings per share when the underlying performance metrics have been met.
Income Taxes Deferred income taxes are established for the difference between the financial reporting and income tax basis of assets and liabilities as well as operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
We recognize the benefits of tax return positions when it is determined that the positions are “more-likely-than-not” to be sustained by the taxing authority. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense in the period incurred. At December 31, 2012 and 2011, we did not have any unrecognized tax benefits or any interest and penalties accrued on unrecognized tax benefits.
Segment Information Our Chief Operating Decision Maker monitors net sales and gross margins of our Beer Related operations and our Pubs operations. Beer Related operations include the brewing operations and related beer sales of our Widmer Brothers, Redhook, Kona and Omission beer brands. Pubs operations primarily include our pubs, some of which are located adjacent to our Beer Related operations. We do not track operating results beyond the gross margin level or our assets on a segment level.
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CRAFT BREW ALLIANCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual results could differ from those estimates under different assumptions or conditions.
Reclassifications Certain reclassifications have been made to the prior year’s data to conform to the current year’s presentation. None of the changes impact our previously reported consolidated Net sales, Gross profit, Operating income, Net income or Basic or diluted net income per share.
Note 3. Recent Accounting Pronouncements
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02, “Intangibles – Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment,” which permits an entity to make a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. Entities are required to test indefinite-lived intangible assets for impairment at least annually and more frequently if indicators of impairment exist. If an entity concludes, based on an evaluation of all relevant qualitative factors, that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, it is not required to perform the quantitative impairment test for that asset. Because the qualitative assessment is optional, an entity is permitted to bypass it for any indefinite-lived intangible asset in any period and apply the quantitative test. ASU 2012-02 also permits the entity to resume performing the qualitative assessment in any subsequent period. ASU 2012-02 is effective for impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of ASU 2012-02 in the fourth quarter of 2012 did not have any effect on our financial position, results of operations or cash flows.
In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated Other Comprehensive Income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. ASU 2013-02 is effective for us on January 1, 2013.
Note 4. Inventories
Inventories consisted of the following (in thousands):
December 31 2012 2011 Raw materials $ 2,497 $ 2,778 Work in process 3,552 2,829 Finished goods 3,263 2,128 Packaging materials 544 5 5 8 Promotional merchandise 1,552 9 6 7 Pub food, beverages and supplies 341 186 $ 11,749 $ 9,446
Work in process is beer held in fermentation tanks prior to the filtration and packaging process.
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Craft Brew Alliance, Inc. Consolidated Balance Sheets
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