UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
_____________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-26542
CRAFT BREW ALLIANCE, INC.
(Exact name of registrant as specified in its charter)
Washington | 91-1141254 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
929 North Russell Street | ||
Portland, Oregon | 97227-1733 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (503) 331-7270
Securities Registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.005 par value | The NASDAQ Stock Market LLC | |
Securities registered pursuant to Section 12(g) of the Act: None
________________
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. (See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act). Check one:
Large Accelerated Filer ☐ | Accelerated Filer ☒ | |
Non-accelerated Filer ☐ (Do not check if a smaller reporting company) | Smaller Reporting Company ☐ | |
Emerging Growth Company ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common equity held by non-affiliates of the registrant as of the last day of the registrant’s most recently completed second quarter on June 30, 2017 (based upon the closing price of the registrant’s common stock, as reported by the NASDAQ Stock Market, of $16.85 per share) was $212,304,119.
The number of shares outstanding of the registrant’s common stock as of March 1, 2018 was 19,309,829 shares.
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement for the 2018 Annual Shareholders’ Meeting are incorporated by reference into Part III.
CRAFT BREW ALLIANCE, INC.
2017 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page | |||
PART I | |||
Item 1. | |||
Item 1A. | |||
Item 1B. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II | |||
Item 5. | |||
Item 6. | |||
Item 7. | |||
Item 7A. | |||
Item 8. | |||
Item 9. | |||
Item 9A. | |||
Item 9B. | |||
PART III | |||
Item 10. | |||
Item 11. | |||
Item 12. | |||
Item 13. | |||
Item 14. | |||
PART IV | |||
Item 15. | |||
Item 16. | |||
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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K includes forward-looking statements. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” ”may,” “plan” and similar expressions or their negatives identify forward-looking statements, which generally are not historical in nature. These statements are based upon assumptions and projections that we believe are reasonable, but are by their nature inherently uncertain. Many possible events or factors could affect our future financial results and performance, and could cause actual results or performance to differ materially from those expressed, including those risks and uncertainties described in “Item 1A. - Risk Factors” and those described from time to time in our future reports filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report.
THIRD-PARTY INFORMATION
In this report, we rely on and refer to information regarding industry data obtained from market research, publicly available information, industry publications, U.S. government sources or other third parties. Although we believe that the third-party sources of information we use are materially complete, accurate and reliable, there is no assurance of the accuracy, completeness or reliability of third-party information.
PART I
Item 1. Business
Overview
Craft Brew Alliance, Inc. ("CBA") is the sixth largest craft brewing company in the U.S. and a leader in brewing, branding, and bringing to market world-class American craft beers.
Our distinctive portfolio combines the power of Kona Brewing Company, a fast-growing national craft beer brand, with strong regional craft breweries and innovative lifestyle brands, Appalachian Mountain Brewery, Cisco Brewers, Omission Brewing Co., Redhook Brewery, Square Mile Cider Co., Widmer Brothers Brewing, and Wynwood Brewing Co. We nurture the growth and development of our brands in today’s increasingly competitive beer market through our state-of-the-art brewing and distribution capability, integrated sales and marketing infrastructure, and strong focus on partnerships, local community and sustainability.
CBA was formed in 2008 through the merger of Redhook Brewery and Widmer Brothers Brewing, the two largest craft brewing pioneers in the Northwest at the time. Following a successful strategic brewing and distribution partnership, Kona Brewing Co. joined CBA in 2010 and has become one of the top craft brands in the U.S. As part of CBA, Kona has expanded its reach across all 50 U.S. states and approximately 30 international markets, while remaining deeply rooted in its home of Hawaii.
As the craft beer market continues to grow and consumers increasingly demand more local offerings, Craft Brew Alliance has expanded its portfolio of brands and maximized its brewing footprint through strategic partnerships with emerging craft beer brands in targeted markets. From 2015 to 2016, we formed strategic partnerships with Appalachian Mountain Brewery, based in Boone, North Carolina; Cisco Brewers, based in Nantucket, Massachusetts; and Wynwood Brewing Co., based in the heart of Miami’s vibrant multicultural arts district. Through these strategic partnerships, we gain local relevance in select beer geographies, while our partner breweries gain access to our world-class leadership and national brewing and sales infrastructure to grow their brands.
Publicly traded on NASDAQ under the ticker symbol BREW, Craft Brew Alliance is headquartered in Portland, Oregon and operates breweries and brewpubs across the U.S. For more information about CBA and its brands, see “Available Information” on page 14.
We proudly brew and package our craft beers in three company-owned production breweries located in Portland, Oregon; Portsmouth, New Hampshire; and Kailua-Kona, Hawaii. In 2017, we completed the process of transitioning CBA brewing volume out of a partner brewery in Memphis, as part of a previous alternating proprietorship brewing arrangement, into Anheuser-Busch’s Fort Collins Colorado, brewery to leverage a contract brewing agreement with A-B Commercial Strategies, LLC (“ABCS”), an affiliate of Anheuser-Busch, LLC (“A-B”), executed in 2016. Additionally, we own and operate three innovation breweries in Portland, Oregon; Seattle, Washington; and Portsmouth, New Hampshire, which are primarily used for small-batch production and limited-release brews offered primarily in our brewpubs and brands’ home markets.
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We distribute our beers to retailers through wholesalers that are aligned with the A-B network. These sales are made pursuant to a Master Distributor Agreement (the “A-B Distributor Agreement”) with A-B, which extends through 2028. As a result of this distribution arrangement, we believe that, under alcohol beverage laws in a majority of states, these wholesalers would own the exclusive right to distribute our beers in their respective markets if the A-B Distributor Agreement expires or is terminated. As increased competition puts increasing pressure on craft brands outside of their home markets, we continued ongoing work to stabilize and strengthen Widmer Brothers and Redhook in the Pacific Northwest. We have also expanded distribution of Appalachian Mountain Brewery, Cisco Brewers, and Wynwood Brewing Co. across their respective home markets of North Carolina, New England, and South Miami.
Separate from our A-B wholesalers, we maintain an internal independent sales and marketing organization with resources across the key functions of brand management, field marketing, field sales, and national retail sales.
We operate in two segments: Beer Related operations and Brewpubs operations. Beer Related operations include the brewing, and domestic and international sales, of craft beers and ciders from our breweries. Brewpubs operations include our five brewpubs, three of which are located adjacent to our Beer Related operations, other merchandise sales, and sales of our beers directly to customers.
Industry Background
We are one of the top six brewers in the craft brewing segment of the U.S. brewing industry. The domestic beer market includes ales and lagers produced by large domestic brewers, international brewers and craft brewers. As the overall domestic market experienced a decrease in shipments of 1.3% in 2017, the craft beer segment began to show signs of a slowdown. Shipments of craft beer in the U.S. are estimated by industry sources to have increased by only 1.4% in 2017 over 2016, compared to a 7% increase in 2016 over 2015. Of total beer shipped in the U.S., craft beer shipments were approximately 14.2% in 2017 and 13.9% in 2016. Approximately 29.2 million barrels and 28.8 million barrels, respectively, were shipped in the U.S. by the craft beer segment during 2017 and 2016, while total beer sold in the U.S., including imported beer, was 204.9 million barrels and 207.7 million barrels, respectively. Compared with the other segments of the U.S. brewing industry, craft brewing is a relative newcomer. Twenty years ago, Redhook and Widmer Brothers Brewery were two of the approximately 200 craft breweries in operation. By the end of 2017, the number of craft breweries in operation had grown to more than 6,000. Industry sources estimate that craft beer produced by regional and national craft brewers, similar to us, accounts for approximately two-thirds of total craft beer sales, with one-third of the production brewed by smaller craft breweries.
Our comprehensive portfolio and national scale provide a competitive advantage in today’s market environment, which includes craft brewers, domestic specialty beers, and imports. Our distinctive brand portfolio is positioned to address significant changes in consumer trends, including increased demand for innovative flavors and styles, a growing interest in sustainability, and the increasing importance of local relevance. As an example, Kona Brewing is one of the most distinctive craft brewers, with a broad portfolio of beers that reflect a uniquely Hawaiian flavor profile, a recognized track record in sustainable business practices, and deep ties to its local community as Hawaii’s oldest and largest craft brewery.
Business Strategy
At Craft Brew Alliance, we believe we have an advantaged strategy to sustain long-term growth in today’s increasingly complex beer market.
The central elements of our business strategy include:
• | Continue to focus on strengthening the topline, driving our Kona Plus portfolio strategy, supporting our strong regional craft brands in their home markets, and unlocking the potential of Kona as a global lifestyle brand in key international beer markets. |
• | Strengthening the core health of our business, through improving our cost structure and financial management and expanding gross margins. |
• | Actualizing the future, through leveraging CBA’s enhanced partnership agreements with Anheuser-Busch to drive growth, value and cost savings, while continuing to invest in our talent and culture. |
Key Differentiators
Following are key differentiators that create competitive advantage for CBA in today’s rapidly evolving craft beer segment.
• | A distinctive portfolio of authentic craft beer brands with rich stories that are rooted in their local communities, including Widmer Brothers, Redhook Brewery, and Kona Brewing Company, bold new trailblazers Omission Beer and Square Mile |
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Cider Company, as well as strong regional craft partners Appalachian Mountain Brewery, Cisco Brewers, and Wynwood Brewing Co.
• | A national brewing footprint that allows us to get our beers to market faster, fresher and more efficiently. We have significant flexibility to fully leverage the specific strengths of our distinct breweries and operations. Additionally, we guarantee the quality and consistency of all of our products through fine-tuned processes designed to ensure that everything, from brewing to quality-assurance to warehousing and distribution, meets our high standards. We believe that maximizing production under our direct supervision and through accomplished and expert partners is critical to our success. Further, we believe that our ability to engage in ongoing product innovation while controlling product quality provides critical competitive advantages. Each of our breweries is modern, has flexible production capabilities, and is designed to produce beer in smaller batches compared to the national domestic brewers, thereby allowing us to brew a wide variety of brand offerings. We believe that our investment in brewing and logistics technologies enables us to minimize brewery operating costs and consistently produce innovative beer styles. |
• | Nationwide sales activation through robust partnerships with leading retailers. We leverage our national sales and marketing capabilities and complementary brand families to create a unique identity in the distribution channel and with the consumer. Our sales force calls on all retail channels nationally, including grocery, drug and convenience stores, something most other craft brewers are not positioned to do. |
• | National seamless distribution through the Anheuser-Busch wholesaler network alliance. This distribution footprint provides efficiencies in logistics and product delivery, state reporting and licensing, billing and collections. We have realized these efficiencies while maintaining full autonomy over the production, sale and marketing of our products as an independent craft beer company. |
• | A diverse leadership team with extensive experience in the beer and beverage industries. The team has a proven ability to manage brand lifecycles, from development to turnaround, in both large and growth-company settings. |
Brand Overview
Our portfolio includes our owned brands, Kona Brewing Company, Widmer Brothers Brewing, Redhook Brewery, Omission Beer and Square Mile Cider Company, along with partner brands Appalachian Mountain Brewery, Cisco Brewers and Wynwood Brewing Co.
We produce a variety of specialty craft beers and ciders using traditional brewing methods complemented by American innovation and invention. We brew our beers using high-quality hops, malted barley, wheat, rye and other natural traditional and nontraditional ingredients. To craft our ciders, we use three apple varieties from the Pacific Northwest and then use a lager beer yeast to make a unique and easy-to-drink hard cider.
Below is an overview of our five owned brands:
Kona Brewing Company
Kona Brewing Company was started in Kailua-Kona on the Island of Hawaii in the spring of 1994 by father and son team Cameron Healy and Spoon Khalsa, who had a dream to create fresh, local island brews made with spirit, passion and quality.
Today, Kona is Hawaii’s largest and favorite craft brewery, known for top-selling flagship beers Longboard Island Lager and Big Wave Golden Ale and award-winning innovative small-batch beers available across the Islands. The Hawaii born and Hawaii-based craft brewery prides itself on brewing the freshest beer of exceptional quality closest to market. This helps to minimize its carbon footprint by reducing shipping of raw materials, finished beer and packaging materials.
Kona Brewing Company has become one of the top craft beer brands in the world, while remaining steadfastly committed to its home market through a strong focus on innovation, sustainability and community outreach.
Widmer Brothers Brewing
Widmer Brothers Brewing was founded in 1984 in Portland, Ore. Brothers Kurt and Rob Widmer, with help from their dad, Ray, helped lead the Pacific Northwest craft beer movement when they began brewing unique interpretations of traditional German beer styles. In 1986, Widmer Brothers Brewing introduced the original American-style Hefeweizen, which elevated the brewery to national acclaim. Since then, Hefe has grown to become Oregon’s favorite craft beer and the brewery has continued to push the boundaries, developing beers with an unapologetic, uncompromised commitment to innovation.
The brewery currently brews a variety of award-winning beers including Hefe, Upheaval IPA, Drop Top Amber Ale, a full seasonal lineup, and the new Portland Pub Series, which includes Russell Street IPA, PDX Pils, and Steel Bridge Porter.
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Redhook Brewery
Redhook was born out of the entrepreneurial spirit of early 1980s in the heart of Seattle. While the term didn’t exist at the time, Redhook became one of America’s first craft breweries with its focus on creating a better beer. From a modest start in a former transmission shop in the Seattle neighborhood of Ballard, to a Fremont trolley barn that housed The Trolleyman brewpub, to its current breweries in Seattle, Wash., and Portsmouth, N.H., Redhook has become one of America’s most recognized craft breweries.
Redhook opened Brewlab, an experimental 10-barrel brewery and pub in the Capitol Hill neighborhood of Seattle in 2017.
Redhook’s beer lineup includes Big Ballard IPA, Bicoastal IPA, ESB, Long Hammer IPA and a variety of seasonal beers, including My Oh My Caramel Macchiato Milk Stout, Tangelic Halo Tangerine IPA, Winterhook, and more. Redhook beers are available on draught and in bottles and cans around the country.
Omission Beer
Founded in 2012, Omission Brewing Co. is the first craft beer brand in the U.S. focused exclusively on brewing great-tasting beers with traditional beer ingredients, including malted barley, that are specially crafted to remove gluten. Each batch of Omission Beer is tested independently using the R5 competitive ELISA test to ensure that it contains gluten levels below the U.S. FDA gluten-free standard of 20ppm or less. Omission’s line up of beers is the most awarded within the gluten reduced segment, and includes Omission Lager, Omission Pale Ale, Omission IPA and, most recently, Omission Ultimate Light Golden Ale.
Square Mile Cider Company
Launched in 2013, Square Mile Cider is the hard cider for the modern day pioneers celebrating the spirit of the Pacific Northwest. We set out to reinvigorate an enduringly classic American beverage with a blend of hand-selected apples combined with unique Northwest ingredients. Square Mile Cider produces two varieties of hard cider, The Original and Spur & Vine, our hopped version.
We also have brewing and distribution arrangements with the following three partner brands:
Appalachian Mountain Brewery
Nestled in the High Country of North Carolina, Appalachian Mountain Brewery, LLC, is Boone, NC’s Beer Pioneer. The brewery is dedicated to making seriously delicious craft beer while focusing its business model on community, sustainability and philanthropy. Their 501(c)3 We Can So You Can and Pints for Non-Profits programs support local organizations that are dedicated to enriching the land, water, air and people of the High Country. Appalachian Mountain Brewery has earned numerous awards for its innovative craft beers and ciders, including Boone Creek Blonde Ale, which won a Gold Medal at the U.S. Open Beer Championships in 2015 and a Gold Medal at the 2017 Great American Beer Festival Competition. The brewery’s core portfolio also includes Long Leaf IPA, Spoaty Oaty Pale Ale, and Porter, which was a gold medal winner at the 2015 Great International Beer and Cider Competition.
Cisco Brewers
Located near Cisco Beach on the island of Nantucket, Cisco Brewers is Nantucket’s first craft brewery. Founded by hard-working, entrepreneurial islanders who began selling beer from their outdoor brewery in 1995, Cisco has carved out its own special place on Nantucket where they tough out the winters to celebrate the summers. Over the years they’ve attracted a cult following with visitors to the island and open the door to anyone willing to make the trek. Named a top travel destination by Time Magazine, Huffington Post and Travel & Leisure, Cisco’s brewery is a common ground where people from all walks of life connect over classic and approachable craft beers like Whale’s Tale Pale Ale, Grey Lady Ale, Indie IPA, and Sankaty Light Lager.
Wynwood Brewing Co
Wynwood Brewing Company is Miami’s first craft production. Family owned and operated, Wynwood is committed to bringing fresh, delicious, and creative beers to thirsty South Floridians and tourists alike. They operate a 15-barrel brewhouse and taproom in the heart of the Wynwood Art District and distribute a variety of year-round, seasonal and limited beer offerings throughout South Florida, including flagship La Rubia Blonde Ale.
Developments in Brands and Packaging
Our recent brand and packaging developments include:
Kona Brewing
In 2017, Kona Brewing Co. continued to capitalize on the IPA craft trend with the national launch of its Island-inspired, tropical flavored, Hanalei Island IPA, which ended the year in the top 5 of all new craft brands in the U.S. as measured by Nielsen.
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As with all of Kona’s beers, Hanalei Island IPA is named for a specific place in Hawaii, Hanalei Bay in Kauai, and evokes the spirit of Hawaii with distinctive local ingredients. Brewed with Hawaii’s beloved POG (pineapple, orange and guava) juice, Hanalei Island IPA is a coppery, laidback, session-style ale with tropical flavors and just 4.5% alcohol by volume ("ABV"). 2017 represented the eighth consecutive year of double-digit growth for Kona, including its flagships Big Wave, which grew depletions by 23% over 2016, and Longboard Lager, with distribution across all 50 states and approximately 30 international markets.
Widmer Brothers Brewing
In 2017, Widmer Brothers increased its focus behind the brewery’s flagship Hefe, which is the best-selling craft beer in Oregon, with the launch of a new Hefe varietal series. The series included three varieties of Hefe, Hopfruit, Hefe Berry Lime, and Hefe Twisted Citrus. Over the summer of 2017, Widmer Brothers also brought back its 100 Days of Hefe event series, with more than 100 events held in and around the Portland metro area.
Building on the success of its new 10-barrel innovation brewery that opened in 2016, Widmer Brothers opened a beer garden adjacent to its brewpub in North Portland, where guests could enjoy the latest small-batch and experimental beers while looking out across to Portland’s west hills. In March 2017, Widmer Brothers added PDX Pils to its year-round portfolio of award-winning packaged beer, making the hoppy Pilsner available in six packs and on draft throughout Oregon and Washington. And, in the summer of 2017, Widmer Brothers brought back a long-time fan favorite, Drifter Pale Ale, in six packs as its new summer seasonal.
As part of its ongoing commitment to support its hometown, Widmer Brothers launched Pints for Portland in 2017, a new program that builds on the brewery’s more than 30 years of local community giving. Each month, Widmer Brothers partners with a different local non-profit and hosts a fundraising event at its pub and donates proceeds from beer and retail merchandise sales to support the organization’s work.
Redhook Brewery
In 2017, Redhook completed a major milestone by launching a new innovation brewery and pub in the heart of the city where it was born. Redhook’s Brewlab is located in the historic Pike Motorworks building in the vibrant Capitol Hill neighborhood of Seattle, WA. For the Brewlab launch in summer 2017, Redhook debuted 16 different collaboration beers created by Innovation Brewer Nick Crandall in partnership with Pacific Northwest craft breweries, reinforcing Redhook’s commitment to ongoing experimentation and innovation. At the heart of Redhook Brewlab is a high efficiency brewing system that gives us the flexibility to brew hundreds of different specialty beers using less water and less energy than most breweries.
In 2017, Redhook introduced the first beer from our limited release series, Bicoastal IPA, a full bodied IPA with Tropical Citra, Chinook, Eureka, Mosaic and Azacca hops. Redhook also released Big Ballard Imperial IPA, a bold, cult classic IPA with 8.6% ABV. A long-time pub favorite, Big Ballard launched in 6-packs to huge success, and became the #1 new local craft beer in Washington in 2017. Additionally, we released a new Hoppy Hook Pack, featuring Long Hammer IPA, Big Ballard Imperial IPA, American Pale Ale, and Bicoastal IPA. Redhook also launched Purple and Gold Long Hammer IPA, as a limited release special to celebrate our partnership as the official craft beer of University of Washington Athletics.
Omission Beer
Omission Beer remains the market leader in the gluten-removed beer category. In early 2017, Omission added a new national beer to its portfolio, which includes Omission IPA, Omission Lager, and Omission Pale Ale. With only 5 carbs and 99 calories, Omission’s new gluten-removed Ultimate Light Golden Ale addresses the consumer trend towards healthier options that fit with an active lifestyle. Omission launched new packaging in 2017, featuring a bold bright design, and rolled out its newest brand, Ultimate Light, in 12oz cans in four US test markets, Austin, Boston, Denver, and Phoenix.
Square Mile Cider Company
In 2017, Square Mile Cider Company continued to focus on distribution in 12 states. The brand, which finds its inspiration from the pioneering spirit of the original Oregon pioneers, continues to offer two year-round varieties: The Original, a classic American hard cider; and Spur & Vine, a hopped version of the classic American hard cider, with the addition of Citra and Galaxy hops. In 2017, we released a new seasonal, Rosé Cider, a drier apple cider with the addition of rose hips and hibiscus for a rosé flavor and a pink hue.
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Brewing Operations
Brewing Facilities
We use highly automated brewing equipment at our owned production breweries and three small-batch innovation breweries. As of December 31, 2017, our total owned production capacity was 855,000 barrels. Our breweries include:
• | Oregon Brewery. Our Oregon Brewery is our largest capacity production brewery, which has an annual capacity of 630,000 barrels. At the end of 2017, we completed several phases of an expansion to increase capacity and flexibility, while also driving higher efficiency as part of our commitment to sustainability. In 2017, we implemented a CO2 recovery system to capture and repurpose CO2 naturally produced during the brewing process. |
• | New Hampshire Brewery. Our New Hampshire Brewery utilizes a 100-barrel brewing system, with an annual capacity of 215,000 barrels, and uses an anaerobic waste-water treatment facility with power co-generation that completes the process cycle. |
• | Hawaiian Brewery. Our Hawaiian Brewery utilizes a 25-barrel brewing system, with an annual capacity of 10,000 barrels, and a 229-kilowatt photovoltaic solar energy generating system to supply approximately 50 percent of its energy requirements through renewable energy. In 2017, we continued to make progress on construction of a new 100,000-barrel brewery near our existing brewery and pub in Kona. The new brewery, which is being built with best-in-class sustainability and innovation, is scheduled to go online in the first quarter of 2019. |
• | Innovation Breweries. In 2017, we built a new 10-barrel small-batch innovation brewery for Redhook in Seattle. The heart of the new brewery is a High Efficiency Brewing System that uses a mash filter press, allowing us to use significantly less water and energy than a typical brewery. The brewery’s flexibility enables Redhook to produce hundreds of different beer recipes that can be tested in the pub and scaled for larger production based on popularity. Our Portland 10-barrel innovation brewery and New Hampshire 3-barrel innovation brewery continued to focus on producing limited-release, small batch beers for the local markets. |
In addition to our owned brewing capacity, we transitioned production volume into A-B’s Fort Collins, Colo. brewery as part of a brewing agreement with ABCS. This partnership, which began in 2016, allows us to produce up to 300,000 barrels at this location annually.
Packaging
We package our craft beers in cans, bottles and kegs. All of our production breweries, with the exception of the Hawaiian Brewery, have fully automated bottling and keg lines and our Portsmouth brewery added a can line in 2017. The bottle fillers at all of the breweries utilize a carbon dioxide environment during bottling, ensuring that minimal oxygen is dissolved in the beer and extending the beer’s shelf life. Additionally, we implemented a CO2 reclamation system in our Portland brewery in 2017 that allows us to capture and repurpose naturally produced CO2, which eliminates the need to purchase CO2 for packaging. We offer an assortment of packages to highlight the unique characteristics of each of our beers and to provide greater opportunities for customers to drink our beers in more locations and at more events and occasions, matching the active lifestyles and preferences of our consumers. Additionally, in our Portland Widmer Brothers brewpub, Hawaii brewpub and Seattle brewpub, we package our small-batch and innovation beers for consumers in crowlers.
Quality Control
We monitor production and quality control at all of our breweries, with central coordination at the Oregon Brewery. All of the breweries have an on-site laboratory where microbiologists and lab technicians supervise on-site yeast propagation, monitor product quality, test products, measure color and bitterness, and test for oxidation and unwanted bacteria. We also regularly utilize outside laboratories for independent product analysis. In addition, every batch of beer that we produce goes through an internal taste panel to ensure that it meets our taste and profile standards.
Ingredients and Raw Materials
We currently purchase a significant portion of our malted barley from two suppliers and our premium-quality select hops, mostly grown in the Pacific Northwest, from competitive sources. We also periodically purchase small lots of hops from international sources, such as New Zealand and Western Europe, which we use to achieve a special hop character in certain beers. In order to ensure the supply of the hop varieties used in our products, we enter into supply contracts for our hop requirements. We believe that comparable quality malted barley and hops are available from alternate sources at competitive prices, although there can be no assurance that pricing would be consistent with our current arrangements. We currently cultivate our own yeast supply for certain strains and maintain a separate, secure supply in-house. We have access to multiple competitive sources for packaging materials, such as labels, six-pack carriers, crowns, cans and shipping cases.
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Contract Brewing
We enter into contract brewing arrangements in an effort to absorb excess capacity under which we produce beer in volumes and per specifications as designated by the arrangements.
During 2017, we shipped 17,700 barrels under contract brewing arrangements, compared to 26,700 barrels in 2016 and 36,800 in 2015.
Brewpubs Operations
We own and operate five brew-pub restaurants and retail stores that support consumer awareness and research and development. Our five brewpub restaurants allow us to interact directly with over 1.5 million consumers annually in our home markets, which creates a sense of brand loyalty. Our brewers are continually experimenting with different varieties of hops and malts in all styles of beer, and our brewpubs allow us to bring those beers to market in test-size batches in order to evaluate their potential prior to releasing them on a wider basis.
Distribution
With limited exceptions, all brewers in the United States are required to sell their beers to independent wholesalers, who then sell the beers to retailers. We are the only independent craft brewer in the U.S. to have established a wholly-aligned distribution network through our partnership with A-B. This partnership provides us national distribution, which results in both an effective distribution presence in each market and administrative efficiencies. Our beers are available for sale directly to consumers in draft, cans and bottles at restaurants, bars and liquor stores, as well as in cans and bottles at supermarkets, warehouse clubs, convenience stores and drug stores. We sell beer directly to consumers at our brewpubs and breweries.
We distribute in all 50 states, pursuant to a master distributor agreement with A-B that allows us access to A-B’s national distribution network. For additional information regarding our relationship with A-B, see “Relationship with Anheuser-Busch, LLC” below. Management believes that our competitors in the craft beer segment generally negotiate distribution relationships separately with wholesalers in each locality and, as a result, typically distribute through a variety of wholesalers representing differing national beer brands with uncoordinated territorial boundaries.
In 2017 and 2016, we sold approximately 654,200 barrels and 693,300 barrels, respectively, to the wholesalers in A-B’s distribution network, accounting for 87.4% and 89.4%, respectively, of our shipment volume for the corresponding periods.
Sales and Marketing
In addition to leveraging our owned brewpubs and retail locations, we promote our products through a national sales and marketing network that includes, but is not limited to, i) creating and executing a range of advertising programs; ii) training and educating wholesalers and retailers about our products; and iii) promoting our name, product offerings, brands, and experimental beers at local festivals, venues and brewpubs.
We advertise and promote our products through an assortment of media, including television, radio, billboard, print and social media, including Facebook, Twitter and Instagram, in key markets and by participating in cooperative programs with our wholesalers. We believe that the financial commitment by the distributor helps align the distributor’s interests with ours, and the distributor’s knowledge of the local market results in an advertising and promotion program that is targeted in a manner that will best promote our products.
Our breweries also play a significant role in increasing consumer awareness of our products and enhancing our image as a craft brewer. Thousands of visitors take tours at our breweries each year and all of our production breweries have a retail restaurant or pub where our products are served. In addition, several of the breweries have meeting space that the public can rent for business meetings, parties and holiday events, and that we use to entertain and educate wholesalers, retailers and the media about our products. At our brewpubs, we sell various items of apparel and other merchandise bearing our trademarks, which creates further awareness of our beers and reinforces our brand image. To further promote retail canned and bottled product sales, and in response to local competitive conditions, we regularly recommend that wholesalers offer discounts to retailers in most of our markets.
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Relationship with Anheuser-Busch, LLC
As a significant element of our business operations, we have entered into various contractual relationships with A-B as described in more detail below. With regard to agreements with A-B or one of its affiliates that provide for the payment of fees or other compensation in exchange for products or services, due to the related party nature of the agreements, the contract pricing may not be commensurate with amounts that an independent market participant would pay.
Distributor Agreement
The Master A-B Distributor Agreement (the "A-B Distributor Agreement"), as amended in August 2016, provides for the distribution of our brands, as well as those of AMB, Cisco, and Wynwood, in all states, territories and possessions of the United States, including the District of Columbia and, except with respect to Kona beers, all U.S. military, diplomatic, and governmental installations in a U.S. territory or possession. Under the A-B Distributor Agreement, we have granted A-B the right of first refusal to distribute our products, including any internally developed new products, but excluding new products that we may acquire. We are responsible for marketing our products to A-B’s wholesalers, as well as to retailers and consumers.
As amended in August 2016, the term of the A-B Distributor Agreement will expire on December 31, 2028. The A-B Distributor Agreement is also subject to immediate termination, by either party, upon the occurrence of standard events of default as defined in the agreement. Additionally, the A-B Distributor Agreement may be terminated by A-B, with six months’ prior written notice to us, upon the occurrence of any of the following events:
• | we engage in incompatible conduct that damages the reputation or image of A‑B or the brewing industry; |
• | any A-B competitor or affiliate thereof acquires 10% or more of our outstanding equity securities, and that entity designates one or more persons to our board of directors; |
• | our current chief executive officer ceases to function in that role or is terminated, and a satisfactory successor, in A‑B’s opinion, is not appointed within six months; |
• | we are merged or consolidated into or with any other entity or any other entity merges or consolidates into or with us without A-B’s prior approval; or |
• | A-B, its subsidiaries, affiliates, or parent, incur any obligation or expense as a result of a claim asserted against them by or in our name, or by our affiliates or shareholders, and we do not reimburse and indemnify A-B and its corporate affiliates on demand for the entire amount of the obligation or expense. |
A-B also has the right to deliver a revocation notice and reinstitute the terms of the A-B Distributor Agreement as they existed prior to August 23, 2016, following a “change of control event” that occurs or for which a definitive agreement is entered into prior to August 23, 2019, and is subsequently completed. A “change of control event” includes, with certain exceptions, (i) the acquisition by a person or group of beneficial ownership on a fully diluted basis of 50% or more of our equity securities (or the equity securities of the surviving entity in any merger, consolidation, share exchange or other business combination involving us), (ii) a change in the composition of our board of directors during any consecutive 12-month period such that the incumbent directors cease to constitute at least a majority of the board of directors, or (iii) the completion of a sale, lease, exchange, or other transfer of (A) the Kona brand or (B) 50% or more of our assets based on fair market value. A-B would have a similar revocation right upon the earliest to occur of (x) our rejection of a “qualifying offer” by A-B, (y) the completion of a transaction implementing A‑B’s qualifying offer, and (z) our failure to enter into a definitive transaction agreement with A-B within 120 days following receipt of A-B’s qualifying offer, with certain exceptions. A “qualifying offer” means an offer or proposal on customary terms and conditions, with certain exceptions, made by A-B (or one of its affiliates) for the acquisition of all of our outstanding common stock not owned by A-B or its affiliates, for an aggregate value (subject to adjustment for changes in capitalization) of (a) until August 23, 2017, at least $22.00 per share, (b) from August 24, 2017 through August 23, 2018, at least $23.25 per share, and (c) beginning August 24, 2018, at least $24.50 per share.
International Distribution Agreement
On August 23, 2016, we also entered into an International Distribution Agreement (the “International Distribution Agreement”) with Anheuser-Busch Worldwide Investments, LLC (“ABWI”), an affiliate of A-B, pursuant to which ABWI will be the sole and exclusive distributor of our malt beverage products in jurisdictions outside the United States, subject to the terms and conditions of our agreement with our existing international distributor, CraftCan Travel LLC, and certain other limitations, in each case as set forth in the International Distribution Agreement. Under the International Distribution Agreement, following delivery of notice to us, ABWI may also elect to commence brewing outside of the United States some or all of the products to be distributed in the non-U.S. jurisdictions covered by the International Distribution Agreement.
Under the terms of the International Distribution Agreement, with respect to our exported products produced by us, ABWI will pay us our costs of production plus reasonable out-of-pocket expenses relating to export shipment costs. Additionally, ABWI will pay us an international royalty fee based on volume of our products sold by ABWI, equal to either $40 per barrel or $30 per barrel,
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depending on certain factors described in the International Distribution Agreement, which royalty fee will be subject to escalation annually, beginning in calendar year 2018, on the terms described in the International Distribution Agreement. In addition, for calendar year 2016, 2017 and 2018, ABWI has paid or will pay us one-time fees of $3.0 million, $5.0 million and $6.0 million, respectively. The sum of the fees is recognized in Beer Related Net sales on a straight-line basis over the 10-year contract term, while the fees are collected in the first quarter of the year following the applicable calendar year.
The International Distribution Agreement contains specified termination rights, including, among other things, the right of either party to terminate the International Distribution Agreement if (a) the other party fails to perform any material obligation under the International Distribution Agreement, subject to certain cure rights or (b) the Brewing Agreement (as defined below) is terminated pursuant to certain specified provisions thereof. In addition, ABWI has the right to terminate the International Distribution Agreement upon 90 days’ prior written notice to us following (i) a “change of control event” (as defined above) that occurs or for which a definitive agreement is entered into prior to August 23, 2019, and is subsequently completed, or (ii) the earliest of (x) our rejection of a “qualifying offer” (as defined above), (y) the completion of a transaction implementing a qualifying offer, and (z) our failure to enter into a definitive transaction agreement within 120 days following receipt of a qualifying offer, with certain exceptions (each of the foregoing subclauses (x) through (z), a “qualifying offer lapse”). Following termination of the International Distribution Agreement due to a qualifying offer lapse, or any change of control event, ABWI shall have the right to purchase the international distribution rights for each of our brands then being distributed under the International Distribution Agreement at the fair market value of such rights, and on otherwise customary terms and conditions, as set forth in the International Distribution Agreement.
Under the International Distribution Agreement, ABWI will also be required to make a one-time $20.0 million payment to us on August 23, 2019. The payment is being recognized in Beer Related Net sales on a straight-line basis over the 10-year contract term. However, ABWI will not (subject to compliance with certain notice requirements) be obligated to make such one-time payment if, prior to that date, (i) a “change of control event” occurs or a definitive agreement for a transaction constituting a change of control event is entered into, (ii) ABWI (or an affiliate thereof) makes a qualifying offer and there is a qualifying offer lapse or (iii) we enter into a definitive agreement with ABWI (or an affiliate thereof) with respect to a qualifying offer but such agreement is subsequently terminated, other than for certain regulatory reasons (in which case the $20.0 million shall remain payable). Unless terminated sooner, the International Distribution Agreement will continue in effect until December 31, 2026.
Contract Brewing Arrangements
On August 23, 2016, we entered into a Contract Brewing Agreement (the “Brewing Agreement”) with A-B Commercial Strategies, LLC (“ABCS”), an affiliate of A-B, pursuant to which ABCS will brew, bottle and package up to 300,000 barrels of our mutually agreed products annually, in facilities owned by ABCS within the United States, for an initial term through December 31, 2026. Production of CBA's products in ABCS’s brewery in Fort Collins, Colorado, began in the second quarter of 2017. We share equally with ABCS in any cost savings arising from the Brewing Agreement, provided that our cost savings will equal at least $10.00 per barrel on an aggregate basis, following certain adjustments as set forth in the Brewing Agreement. The Brewing Agreement provides specified termination rights, including, among other things, the right of either party to terminate the Brewing Agreement if (i) the other party fails to perform any material obligation under the Brewing Agreement, subject to certain cure rights, (ii) the International Distribution Agreement (as defined above) is terminated pursuant to certain specified provisions thereof, or (iii) subject to certain conditions, if the Master Distributor Agreement (as defined above) is terminated pursuant to certain specified provisions thereof.
In addition, ABCS has the right to terminate the Brewing Agreement, upon 90 days’ prior written notice to us, following (i) a change of control event (as defined above) that occurs or for which a definitive agreement is entered into prior to August 23, 2019, and is subsequently completed, or (ii) the earliest to occur of (x) our rejection of a “qualifying offer” (as defined above), (y) the completion of a transaction implementing a qualifying offer, and (z) our failure to enter into a definitive transaction agreement within 120 days following receipt of a qualifying offer, with certain exceptions.
On January 30, 2018, we also entered into a Contract Brewing Agreement with Anheuser-Busch Companies, LLC (“ABC”), another A-B affiliate, pursuant to which we will brew, package, and palletize certain malt beverage products of A-B's craft breweries at our Portland, Oregon, and Portsmouth, New Hampshire breweries, as selected by ABC. Under the terms of this agreement, ABC will pay us a per barrel fee that varies based on the annual volume of the specified product brewed by us, plus (a) our actual incremental costs of brewing the product, and (b) certain capital costs and costs of graphics and labeling that we incur in connection with the brewed products. The agreement will expire on December 31, 2018, unless the arrangement is extended at the mutual agreement of the parties. The agreement also contains specified termination rights, including, among other things, the right of either party to terminate it if (i) the other party fails to perform any material obligation under the agreement or any other agreement between the parties, subject to certain cure rights, or (ii) the A-B Distributor Agreement is terminated.
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Exchange Agreement
We have also entered into an Amended and Restated Exchange and Recapitalization Agreement (the “Exchange Agreement”) with A-B, pursuant to which we have granted A-B certain contractual rights. The Exchange Agreement originally was entered into in 2004 as part of a recapitalization in which we redeemed preferred shares held by A-B in exchange for cash and the shares of our common stock currently held by A-B. A-B owned 6,069,047, or approximately 31.4%, of our outstanding shares of common stock at December 31, 2017.
The Exchange Agreement entitles A-B to designate two members of our board of directors. A-B also generally has the right to have a designee on each committee of the board of directors, except where prohibited by law or stock exchange requirements, or with respect to a committee formed to evaluate transactions or proposed transactions between A-B and us. The Exchange Agreement contains limitations on our ability to take certain actions without A-B’s prior consent, including, but not limited to, our ability to issue equity securities or acquire or sell assets or stock, amend our Articles of Incorporation or Bylaws, grant board representation rights, enter into certain transactions with affiliates, distribute our products in the United States other than through A-B or as provided in the A-B Distributor Agreement, or voluntarily terminate our listing on the Nasdaq Stock Market.
On August 23, 2016, we entered into an amendment to the Exchange Agreement with A-B providing it with rights, following a “change of control event” or a “qualifying offer,” similar to those described above under “Distributor Agreement.”
Fees
We pay fees to A-B in connection with the sale of our products, including margin fees, invoicing, staging and cooperage handling fees, and inventory manager fees. In addition, our contract brewing arrangements call for the payment of fees to the respective brewing partner, and A-B pays us distribution costs and fees and royalty fees under the International Distribution Agreement.
See Note 18 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report for additional information.
Relationship with Pabst Northwest Brewing Company
On January 8, 2016, we entered into brewing agreements ("the brewing agreements") with Pabst Northwest Brewing Company ("Pabst"), a subsidiary of Pabst Brewing Company, under which Pabst had the ability to brew selected Rainier Brewing Company and other brands at our brewery in Woodinville, Washington under a license agreement and was required to pay us contract brewing volume shortfall fees in each of 2016 and 2017 stemming from brewing volumes below committed levels. In conjunction with the brewing agreements, we also granted Pabst an option to purchase the Woodinville brewery and adjacent pub, as well as related assets, at any time prior to termination of the brewing agreements.
Effective May 1, 2017, we reached an agreement with Pabst to terminate the brewing agreements. Pabst's option to purchase the Woodinville brewery and adjacent pub was also terminated. Pabst paid us $2.7 million in connection with the termination of the brewing agreements and purchase option.
We deferred recognition of the termination payment in our financial statements until the fourth quarter of 2017 due to our potential obligation to pay Pabst up to $2.7 million if the Woodinville brewery was sold to a specified party, which did not occur. Of the $2.7 million, $1.7 million was recorded in Sales and $1.0 million was recorded in Selling, general and administrative expenses.
Seasonality
Our sales generally reflect a degree of seasonality, with the first and fourth quarters historically exhibiting low sales levels compared to the second and third quarters. Accordingly, our results for any particular quarter are not likely to be indicative of the results to be achieved for the full year.
Competition
We compete in the craft brewing market, as well as in the much larger alcoholic beverage market, which encompasses domestic and imported beers, flavored alcohol beverages, spirits, wine and ciders.
In 2017, the craft brewing industry continued to experience unprecedented change and competition, characterized by three trends: 1) the growing number and popularity of new local craft breweries that captured market share from established craft breweries, 2) continued acquisition and investment activity between craft brewers, large domestic and foreign brewers, and private equity firms, and 3) continued competitive pressure from international brewers, such as Crown, which target both domestic and craft beer drinkers. In 2017, according to industry sources, A‑B and MillerCoors accounted for almost 80% of total beer shipped in the
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U.S., excluding imports. In addition, A-B and MillerCoors continued to invest in smaller craft breweries and nurtured separate craft-focused divisions in an effort to capitalize on the growing craft beer segment and consumer demand for locally produced products.
Competition varies by regional market. Depending on the local market preferences and distribution, we have encountered strong competition from microbreweries, regional specialty brewers and several national craft brewers that include MillerCoors’ Tenth and Blake Beer Company division (“Tenth and Blake”), Constellation Brands, and A-B’s High End division. A-B’s High End division includes Goose Island, Blue Point Brewing, 10 Barrel Brewing Company, Elysian, Golden Road, Shock Top, Karbach Brewing and others. Because of the large number of participants and offerings in this segment, along with the accelerating consumer preference for local offerings, the competition for packaged product placements and especially draft beer placements has intensified. Although certain of these competitors distribute their products nationally and may have greater financial and other resources than we have, we believe that we possess certain competitive advantages. Our unique portfolio strategy combines strong national lifestyle brands with distinctive regional craft brands, supported by the scale and specialization of our production breweries, strategically distributed sales and marketing resources, and alignment within the A-B distribution network.
We also compete against imported brands, such as Heineken, Stella Artois, Corona Extra and Guinness, which typically have significantly greater financial resources than we have. Although imported beers currently account for a greater share of the U.S. beer market than craft beers, we believe that craft brewers possess certain competitive advantages over some importers, including lower transportation costs, no importation costs, proximity to and familiarity with local consumers, a higher degree of product freshness, eligibility for lower federal excise taxes and absence of exposure to currency fluctuations.
In response to the growth of the craft beer segment, the major domestic national brewers have invested in purchasing small craft breweries. The major national brewers, including Tenth and Blake through MillerCoors, and A-B High End brands through A-B, have significantly greater financial resources than we do and have access to a greater array of advertising and marketing tools to create product awareness of their offerings.
In the past several years, several major distilled spirits producers and national brewers have introduced flavored alcohol beverages. Products such as the Bud Light Rita family, Smirnoff Ice, the hard soda category, and Mike’s Hard Lemonade have captured sizable market share in the higher-priced end of the malt beverage industry. We believe sales of these products, along with strong growth in the imported and craft beer segments of the malt beverage industry, contributed to an increase in the overall U.S. alcohol market. These products are particularly popular in certain regions and markets in which we sell our products.
Competition for consumers of craft beers also comes from wine and spirits, which reflects today’s millennial consumers who typically drink across three alcoholic beverage categories in a single drinking occasion. Growth in this segment appears to be attributable to competitive pricing, television advertising, increased merchandising and greater consumer interest in local wine and craft spirits. Recently, the wine industry has been aided, on a limited basis, by its ability to sell outside of the three-tier system, allowing sales to be made directly to consumers. While the craft beer segment competes with wine and spirits, it also benefits from many of the same advantages enjoyed by wine and spirit producers, including consumers who allow themselves affordable luxuries in the form of high quality alcoholic beverages.
A significant portion of our sales continues to be in the Pacific Northwest and in California, which we believe are among the most competitive craft beer markets in the U.S., both in terms of number of participants and consumer awareness. We believe that these areas offer significant competition for our products, not only from other craft brewers but also from the growing wine market and from flavored alcohol beverages. Additionally, we are monitoring the impact of cannabis as more states legalize marijuana for retail sales. Our recent marketing efforts have been focused on promoting the national relevance of Kona as a leading lifestyle brand, the authenticity of our pioneering owned brands and the creativity of our partner brands, along with better segmenting our marketing strategies to communicate the attributes of our portfolio to our target consumers. We believe that our broad array of beers and brands enables us to offer an assortment of flavors and experiences that appeal to more people.
Segment and Enterprise-Wide Information
See Note 12 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report for the required segment and enterprise-wide information.
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Regulation
Our business is highly regulated at federal, state and local levels. Various permits, licenses and approvals necessary for our brewery and pub operations and the sale of alcoholic beverages are required from a number of agencies, including the U.S. Treasury Department, the Alcohol and Tobacco Tax and Trade Bureau (“TTB”), the U.S. Department of Agriculture, the U.S. Food and Drug Administration (“FDA”), state alcohol regulatory agencies, and state and local health, sanitation, safety, fire and environmental agencies. In addition, the beer industry is subject to substantial federal and state excise taxes.
The FDA issued a proposed rule in November 2015 on the use of “gluten-free” labeling for fermented and hydrolyzed foods and beverages that may affect our ability to market our Omission Beer as “crafted to reduce gluten.” The proposed rule is under review by the Office of Management and Budget and is now expected to become final in late 2018, although adoption may continue to be delayed under the current administration’s executive order to reduce regulations. See Item 1A. Risk Factors for additional information.
We operate our breweries under federal licensing requirements imposed by the TTB. The TTB requires the filing of a “Brewer’s Notice” upon the establishment of a commercial brewery and the filing of an amended Brewer’s Notice whenever there is a material change in the brewing or warehousing locations, brewing or packaging equipment, brewery ownership, or officers or directors. Our operations are subject to audit and inspection by the TTB at any time.
Management believes that we have all of the licenses, permits and approvals required for our current operations. Existing permits or licenses could be revoked if we fail to comply with the terms of such permits or licenses and additional permits or licenses may be required in the future for our current operations or as a result of expanding our operations.
The U.S. federal government has levied an excise tax of $18 per barrel on beer sold for consumption in the United States; however, brewers, such as us, that produce less than two million barrels annually have been taxed at $7 per barrel on the first 60,000 barrels shipped, with shipments above this amount taxed at the normal rate. Certain states also levy excise taxes on alcoholic beverages but are usually paid by the wholesaler. We pay excise taxes in states where we produce (Hawaii, Oregon, Washington, and New Hampshire).
In January 2017, the Craft Beverage Modernization and Tax Reform Act was introduced in both the U.S. Senate and the U.S. House of Representatives. In December 2017, this act was modified and included in the Tax Cuts and Jobs Act, which was signed into law and will provide small and regional brewers and small wineries significant excise tax relief effective January 1, 2018. The new law pertains to our operations in the following ways:
• | Beer: Reduced the federal excise tax to $3.50 per barrel on the first 60,000 barrels for domestic brewers producing fewer than 2 million barrels annually; |
• | Beer: Reduced the federal excise tax to $16 per barrel on the first 6 million barrels for all other brewers and all beer importers; and |
• | Cider: While the existing excise tax on hard cider did not change from $0.226 per gallon, the new laws expanded the small producer tax credit for hard cider to $0.062 on the first 30,000 gallons for an effective rate of $0.164 per gallon; the tax credit on the next 100,000 gallons produced will be $0.056 for an effective rate of $0.17 per gallon; and producers like us who produce between 130,000 and 750,000 gallons will receive a $0.033 credit for an effective tax rate of $0.193 per gallon. |
Currently, the changes in the Tax Cuts and Jobs Act are set to expire at the end of 2019. However, the Beer Institute, of which we are a member, and other industry groups support extending the relief embodied in the Tax Cuts and Jobs Act and making federal excise tax relief for all brewers and beer importers permanent. Excise taxes may be increased in the future by the federal government or any state government or both. In the past, increases in excise taxes on alcoholic beverages have been considered in connection with various governmental budget-balancing or funding proposals.
Federal and State Environmental Regulation
Our brewing operations are subject to environmental regulations and local permitting requirements and agreements regarding, among other things, air emissions, water discharges and the handling and disposal of hazardous wastes. While we have no reason to believe the operation of our breweries violates any such regulation or requirement, if such a violation were to occur, or if environmental regulations were to become more stringent in the future, we could be adversely affected.
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Dram Shop Laws
The serving of alcoholic beverages to a person known to be intoxicated may, under certain circumstances, result in the server being held liable to third parties for injuries caused by the intoxicated customer. Our restaurants and brewpubs have addressed this issue by maintaining reasonable hours of operation and routinely performing training for personnel.
Trademarks
We have obtained U.S. trademark registrations for numerous products. Trademark registrations generally include brand names and logos and specific product names. The Kona Brewing Co., Widmer Brothers Brewing, Redhook, and Omission marks and certain other marks are also registered in various foreign countries. We regard our Kona Brewing Co., Widmer Brothers Brewing, Redhook, Omission, Square Mile and other trademarks as having substantial value and as being an important factor in the marketing of our products. We also have several similar international trademarks. We are not aware of any infringing uses that could materially affect our current business or any prior claim to the trademarks that would prevent us from using such trademarks in our business. Our policy is to pursue registration of our material trademarks in our markets whenever possible and to oppose vigorously any infringement of our trademarks.
Employees
At December 31, 2017, we employed approximately 665 people, including 310 employees in the brewpubs and retail stores, 140 employees in production, 130 employees in sales and marketing and 85 employees in corporate and administration. Included in the totals above are 170 part-time employees and 3 seasonal or temporary employees. None of our employees are represented by a union or employed under a collective bargaining agreement. We believe our relations with our employees to be good.
Available Information
Our Internet address is www.craftbrew.com. There we make available, free of charge, our annual report on Form 10‑K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission (“SEC”). Our SEC reports can be accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.
Item 1A. Risk Factors
If we are unable to gauge trends and react to changing consumer preferences in a timely and cost-effective manner, our sales and market share may decrease and our gross margin may be adversely affected.
The costs and management attention involved in maintaining an innovative brand portfolio have been, and are expected to continue to be, significant. If we have not gauged consumer preferences correctly, or are unable to maintain consistently high quality beers as we develop new brands, our overall brand image may be damaged. If this were to occur, our future sales, results of operations and cash flows would be adversely affected. Also, increased costs associated with developing new products may have a negative effect on our gross margin.
Increased competition could adversely affect sales and results of operations.
We compete in the highly competitive craft beer market, as well as in the much larger specialty beer category, which includes the imported beer segment and fuller-flavored beers offered by major brewers. We face increasing competition from producers of wine, spirits and flavored alcohol beverages offered by the larger brewers and spirit producers. We are also monitoring the impact of cannabis as more states legalize marijuana for retail sale. Increased competition could adversely affect our future sales and results of operations. See "Competition" in Part I, Item 1 of this report.
Our information systems may experience an interruption or breach in security.
We rely on computer information systems to conduct our business. We have policies and procedures in place to protect against and reduce the occurrence of failures, interruptions, or breaches of security of these systems. However, there can be no assurances that these policies and procedures will eliminate the occurrence of failures, interruptions or breaches of security or that they will adequately restore our systems or minimize any such events. The occurrence of a failure, interruption or breach of security of our computer information systems could result in loss of intellectual property, delays in our production, loss of critical information, or other events, any of which could harm our future sales or operating results.
We manage and store various proprietary information and sensitive or confidential data relating to our business, including sensitive and personally identifiable information. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our employees, or our customers,
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including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our customers or the individuals affected to a risk of loss or misuse of this information. Any such breach, loss, or disclosure could result in litigation and potential liability for us, damage our brand image and reputation, or otherwise harm our business. In addition, our current data protection measures might not protect us against increasingly sophisticated and aggressive threats, while the cost and operational consequences of implementing further data protection measures could be significant.
Our business is sensitive to reductions in discretionary consumer spending.
Consumer demand for luxury or perceived luxury goods, including craft beer, can be sensitive to downturns in the economy and the corresponding impact on discretionary spending. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, job losses and unemployment or underemployment, perceived or actual declines in disposable consumer income and wealth, and changes in consumer confidence in the economy, could significantly reduce customer demand for craft beer in general, and the products we offer specifically. Furthermore, our consumers may choose to replace our products with the fuller-flavored national brands or other more affordable, although lower quality, alternatives available in the market. Any such decline in consumption of our products would likely have a significant negative impact on our operating results.
Changes in consumer preferences or public attitudes about alcohol could decrease demand for our products.
If consumers become unwilling to accept our products or if general consumer trends cause a decrease in the demand for beer, including craft beer, our sales and results of operations would be adversely affected. There is no assurance that the craft brewing segment will experience growth in future periods. If the markets for wine, spirits or flavored alcohol beverages continue to grow, this could draw consumers away from the beer industry in general and our products specifically. Further, the alcoholic beverage industry has become the subject of considerable societal and political attention in recent years due to increasing public concern over alcohol-related social problems, including drunk driving, underage drinking and health consequences from the misuse of alcohol. In reaction to these concerns, steps may be taken to restrict advertising by beer producers, to impose additional cautionary labeling or packaging requirements, or to increase excise or other taxes on beer. Any such developments may have a significant adverse impact on our financial condition, operating results and cash flows.
The Food and Drug Administration (“FDA”) issued a proposed rule in November 2015 on the use of “gluten-free” labeling for fermented and hydrolyzed foods and beverages that may affect our ability to market our Omission Beer.
CBA launched Omission beer in May 2012 as the first brand of craft beer to be brewed in the United States using conventional beer ingredients (including malted barley, a gluten-containing grain) and “crafted to remove gluten.” Omission beers are brewed similarly to other craft beers except that, at the point of fermentation, a brewing enzyme called Brewers Clarex™ is added which breaks apart the gluten protein chains. Samples from each batch are tested internally using the R5 Competitive ELISA method for gluten content before packaging. The beers are then packaged into bottles in a closed packaging environment to eliminate any chance of cross contamination. Packaged samples are also sent to an independent third party lab for testing before the lot is released from the brewery. We post all test results on our website for consumers to view before they decide to purchase the beer.
Omission beers are subject to regulation by the Department of Treasury’s Alcohol and Tobacco Tax and Trade Bureau (“TTB”), but as a result of overlapping jurisdictions of the FDA and TTB, the role each agency plays in the regulation of fermented alcohol beverages, and the commitments the two agencies have made to work together to establish consistent gluten labeling policies for comparable alcohol beverage products, the above referenced FDA notice of proposed rulemaking has far-reaching implications for fermented alcohol beverages, like Omission Beer, that are subject to regulation by both the FDA and TTB. In accordance with the TTB’s premarket approval requirements, the TTB approved Omission labeling, including its gluten-related claims, as per their policy concerning gluten content statements in the labeling and advertising of malt beverages.
If the FDA's proposed rule becomes final as written, the TTB’s policy may be superseded, which would have a significant impact on our ability to market and sell our Omission beers as “crafted to remove gluten” and negatively impact our operating results. The proposed rule is under review by the Office of Management and Budget and is now expected to become final in late 2018, although adoption may continue to be delayed under the current administration’s executive order to reduce regulations.
We may identify material weaknesses in our internal control over financial reporting in the future, which, if not remediated, could result in material misstatements in our financial statements.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Management identified a material weakness in our internal control over financial reporting related to accounting for complex revenue transactions for the year ended December 31, 2016. As discussed in Item 9A, the material weakness has been remediated as of December 31, 2017. However, additional material weaknesses in our internal control environment may be identified in the future, which could result in material misstatements in our financial statement and a loss of investor confidence in the integrity of our financial reporting and other public disclosures, potentially
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triggering increased sales of our common stock and downward pressure on our stock price.
Product safety and quality concerns may have a material adverse effect on our business.
Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of our products. We have rigorous product safety and quality standards which we expect our breweries and our brewing partners to meet. However, we cannot assure you that, despite our strong commitment to product safety and quality, we will always meet these standards. If we, or our brewing partners, fail to comply with applicable product safety and quality standards and our products on the market are, or become, contaminated or adulterated, we may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which could cause our reputation and business to suffer.
We have a continuing relationship with Anheuser-Busch, LLC and the current distribution network that would be difficult to replace.
Most of our products are sold and distributed through A-B’s distribution network. If the A-B Distributor Agreement were terminated, we would be faced with a number of operational tasks, including establishing and maintaining direct contracts with the existing wholesaler network or negotiating agreements with replacement wholesalers on an individual basis, and enhancing our credit evaluation, billing and accounts receivable processes. Such an undertaking would require significant effort and substantial time to complete, during which the distribution of our products could be impaired.
We are dependent on our wholesalers for the sale of our products.
Although substantially all of our products are sold and distributed through A-B, we continue to rely heavily on wholesalers, many of which are independent, for the sale of our products to retailers. Independent wholesalers make their own business decisions that may not align with our interests and there is no assurance that the sales efforts of distributors will be effective in generating sales of our products.
Any disruption in the ability of the wholesalers, A-B, or us to distribute products efficiently due to any significant operational problems, such as widespread labor union strikes or the loss of a major wholesaler as a customer, could hinder our ability to get our products to retailers and could have a material adverse impact on our sales, results of operations and cash flows. A-B has been purchasing distributors in states where it is legally permissible, which could impact our distribution if the A-B relationship were to end. During 2017, 35% of our shipments were through A-B owned distributors.
Our investments in our sales and marketing infrastructure may negatively affect our financial results without increasing sales.
We intend to reinvest cost savings in selling, general and administrative expenses in our sales and marketing infrastructure, including increased spending to support our Kona brand. Also, beginning January 1, 2019, we will reinvest an additional $0.25 per case-equivalent in our sales and marketing efforts for our products. While we seek to design effective advertising and promotions to support our brands, these efforts may not lead to enhanced brand equity or higher sales in the long term.
Our agreements with A-B may limit our ability to engage in certain activities and investments.
The Exchange Agreement requires us to obtain A-B's consent prior to undertaking certain activities and investments. For example, we must obtain A-B's consent before acquiring another brewer if the purchase price exceeds $30 million or purchasing a non-brewing entity if the purchase price exceeds $2 million. If A-B opposes strategic or financial investments proposed by our management, A-B may decline to give its consent to activities or investments that our management believes are in the best interest of our shareholders.
A-B has an influential voice in decisions of the board of directors and shareholders.
A-B owns 31.4% of our outstanding common stock, making A-B our largest shareholder. In addition, under the Exchange Agreement, A-B may designate two nominees to our board of directors. These directors also participate on our audit, compensation, and nominating and governance committees as non-voting observers, and one of these directors participates on our strategic planning committee as a voting member. As a result, A-B has an influential voice in deliberations of the board of directors and shareholders. A-B and its affiliates also have the right to terminate our contract brewing arrangements and to rescind certain amendments to our other contracts with them upon the occurrence of certain events. See “Relationship with Anheuser-Busch, LLC” in Item 1. Business above for additional information.
Expansion of our Kona brewery may be subject to various risks, including cost overruns, construction delays, and inability to fully utilize additional production capacity, which may adversely affect our financial condition and results of operations.
During 2015, we held a ground-breaking ceremony on the site of a new, state-of-the-art brewing facility in Kailua-Kona, Hawaii, with an annual production capacity of 100,000 barrels at a total estimated cost of approximately $20 million. As with all projects of this magnitude, there is the potential risk of significant cost overruns, which could require us to increase our borrowing under our revolving credit facility or to find additional financing. We may also experience unforeseen construction delays, which could result in our inability to bring the new Kona brewery into production as scheduled, adversely affecting our results of operations
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and financial condition. In addition, if we do not achieve sufficient growth in product sales to absorb the increased production capacity, we may be unable to realize our goals for gross margin improvement, which would have a negative impact on our results of operations and return on investment.
We expect to continue to make strategic investments in improvements aimed at increasing the efficiency, capabilities and capacity of our breweries, improving our ordering and logistics systems, and enhancing the customer experience at our brewpubs. Failure to realize the anticipated benefits and generate adequate returns on such capital improvement projects may have a material adverse effect on our results of operations and cash flows.
Operating breweries at production levels substantially below their current designed capacities could negatively impact our financial results.
As of December 31, 2017, the annual working capacity of our breweries was approximately 855,000 barrels. Due to many factors, including seasonality and production schedules of various draft products and bottled products and packages, actual production capacity will rarely, if ever, approach full working capacity. We believe that capacity utilization of the breweries will fluctuate throughout the year, and even though we expect that capacity of our breweries will be efficiently utilized during periods when our sales are strongest, there likely will be periods when the capacity utilization will be lower. If we experience contraction in our sales and brewing volumes, the resulting excess capacity and unabsorbed overhead will have an adverse effect on our gross margins, operating cash flows and overall financial performance. We periodically evaluate whether we expect to recover the costs of our production breweries over the course of their useful lives. If facts and circumstances indicate that the carrying value of these long-lived assets may be impaired, an evaluation of recoverability will be performed by comparing the carrying value of the assets to projected future undiscounted cash flows along with other quantitative and qualitative analyses. If we determine that the carrying value of such assets does not appear to be recoverable, we will recognize an impairment loss by a charge against current operations, which could have a material adverse effect on our results of operations.
Our sales are concentrated in the Pacific Northwest, California and Hawaii.
Our sales in 2017 were concentrated in Washington, Oregon, California and Hawaii and, consequently, our future sales may be adversely affected by changes in economic and business conditions within these states. We also believe the Pacific Northwest and California are among the most competitive craft beer markets in the United States, both in terms of number of market participants and consumer awareness. The Pacific Northwest and California offer significant competition to our products, not only from other craft brewers, but also from the major domestic brewers, wine producers and flavored alcohol beverages.
We are dependent upon the continued service of our senior management and other key personnel.
Our future success is dependent on the continued service of our senior management and other key employees, particularly Andrew Thomas, our Chief Executive Officer. The loss of the services of our senior management and other key employees could have a material adverse effect on our operations. Additionally, the loss of Andrew Thomas as our Chief Executive Officer, and the failure to find a replacement satisfactory to A-B, would be a termination event under the A-B Distributor Agreement.
We also may be unable to retain existing management, sales, marketing, operational and other support personnel critical to our success, which could result in harm to significant customer relationships, loss of key information, expertise or know-how, and unanticipated recruiting and training costs.
Our gross margin may fluctuate.
Future gross margin may fluctuate and even decline as a result of many factors, including: product pricing levels; sales mix between draft and packaged product sales and within the various bottled product packages; level of fixed and semi-variable operating costs; level of production at our breweries in relation to current production capacity; availability and prices of raw materials, production inputs such as energy, and packaging materials; rates charged for freight; and federal and state excise taxes. The high percentage of fixed and semi-variable operating costs causes our gross margin to be particularly sensitive to relatively small changes in sales volume or price increases in the various components of our production and distribution.
We may be subject to litigation that could adversely affect our business and results of operations.
We may be subject to various types of litigation, including fair trade practice, product liability, and employment-related claims. Such litigation may be time consuming, distracting and costly, and could have a material adverse effect on our business and results of operations. See Note 17, "Commitments and Contingencies," in the Notes to Consolidated Financial Statements found in Part II, Item 8 of this report, for additional information related to legal proceedings.
Our ability to obtain key ingredients for our products, including hops and malt, is dependent on a number of factors, including competition from other brewers, weather, and the decisions of growers regarding which crops to grow.
We purchase most of our raw materials from U.S. brokers, many of which rely on foreign sources, particularly for malt. As a result, prices for these ingredients may be affected by foreign currency fluctuations. Also, as consumer preference for innovative
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craft beer products increases, the demand for new hop varietals has grown, and many breweries enter into multi-year contracts with growers. Adverse weather events may also reduce the supply of certain ingredients, many of which are grown in a limited number of geographic regions. There is no assurance that we will be able to obtain certain of our ingredients in a timely fashion to meet consumer demand, and our gross margin may be adversely affected if we are required to pay higher prices to obtain needed ingredients that are in high demand. Such factors may also result in lower sales of our products, which would have a negative effect on our financial results.
We may experience higher packaging costs and shipping costs, which could adversely affect our financial results.
Many of our packaging materials, particularly glass, are obtained from a single source. Although we believe alternative suppliers of packaging materials, including bottles, cans, carriers and labels, are available, a number of factors, including consolidation in the packaging industry and competition from other manufacturers in need of packaging materials, may result in supply shortages or higher prices, which could adversely affect our financial results. We have also seen recent increases in shipping costs for our products. While we are seeking to manage those costs through more efficient management of brewery operations and logistics, we may not be successful. We also may not be able to pass along increased costs through higher prices for our products, with a corresponding negative impact on our financial results.
Higher health care costs may have an adverse effect on our operating results.
We are self-insured with respect to health care expenses for our employees. During 2015, we experienced higher than average medical expense claims, which increased our Selling, general and administrative expenses. If we experience higher costs in the future, our operating results may be negatively affected.
A failure in any of our supply chain processes could harm our ability to effectively operate our business.
Our results are highly dependent on our ability to accurately forecast and execute throughout the entire supply chain, including sales forecasting, raw material ordering, brewing and distribution. The combination of our recent growth and increased brand complexity has increased the operating complexity of our business. We cannot guarantee that we will effectively manage such complexity without experiencing planning failures, operating inefficiencies, or other issues that could have an adverse effect on our business.
We engage in electronic communications between third parties, including A-B and our wholesalers, as part of our supply chain processes. Any interruptions or errors in our electronic interfaces may negatively affect our operating activities.
Unavailability of production at our brewing partner may adversely affect our capacity and disrupt our ability to satisfy demand for our products.
In 2016, we entered into a contract brewing agreement with ABCS and, once fully optimized, anticipate producing up to 300,000 barrels of our beer at this facility annually. If production at this facility should be disrupted due to unforeseen circumstances, our ability to produce and ship sufficient quantities of our beer to meet demand in certain key geographic markets, particularly Texas and the southeastern United States, could be significantly impaired, resulting in decreased sales and a negative impact on our wholesaler relationships in those markets.
An increase in excise taxes could adversely affect our financial condition and results of operations.
The U.S. federal government currently levies an excise tax of $18 per barrel on beer sold for consumption in the United States. However, brewers, such as us, that produce less than two million barrels annually, are now taxed at $3.50 per barrel on the first 60,000 barrels shipped, with the remainder of the shipments taxed at $16 per barrel, due to the passage of the Tax Cuts and Jobs Act in December 2017. If the tax cut is not permanently extended, this new rate is scheduled to return to $7 per barrel for the first 60,000 barrels and $18 per barrel up to two million barrels annually in 2020. The individual states in which we operate also impose excise taxes on beer and other alcohol beverages in varying amounts. Federal and state legislators routinely consider various proposals to impose additional excise taxes on the production of alcoholic beverages, including beer. Any such increases in excise taxes, if enacted, would adversely affect our financial condition, results of operations, and cash flows.
We are subject to tax liabilities imposed by the jurisdictions where we operate.
Tax liabilities may vary significantly and are subject to change. Among others, these taxes include income taxes, property taxes, indirect taxes (excise, sales, use and gross receipts taxes), payroll taxes, and withholding taxes. We may not be able to pass these tax costs on to consumers and remain competitive. New tax laws and regulations and changes to existing tax laws and regulations could materially and adversely affect our financial results.
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We are subject to governmental regulations affecting our breweries and brewpubs.
Our business is highly regulated by federal, state, and local laws and regulations. These laws and regulations govern all aspects of the production and distribution of beer, including permitting, licensing, trade practices, labeling, advertising and marketing, distributor relationships and various other matters. A variety of federal, state and local governmental authorities also levy various taxes, license fees and other similar charges and may require bonds to ensure compliance with applicable laws and regulations. Noncompliance with such laws and regulations may cause the TTB or any particular state or jurisdiction to revoke its license or permit, restricting our ability to conduct business, or result in the imposition of significant fines or penalties. One or more regulatory authorities could determine that we have not complied with applicable licensing or permitting regulations or have not maintained the approvals necessary for us to conduct business within our jurisdiction. If licenses, permits or approvals necessary for our brewery or pub operations were unavailable or unduly delayed, or if any permits or licenses that we hold were to be revoked, or additional permits or licenses were required in the future, including as a result of expanding our operations, our ability to conduct business may be disrupted, which would have a material adverse effect on our financial condition, results of operations and cash flows.
The craft beer business is seasonal in nature, and we are likely to experience fluctuations in results of operations.
Sales of craft beer products are somewhat seasonal, with the first and fourth quarters historically being lower and the rest of the year generating stronger sales. Our sales volume may also be affected by weather conditions and selling days within a particular period. Therefore, the results for any given quarter will likely not be indicative of the results that may be achieved for the full fiscal year. If an adverse event such as a regional economic downturn or poor weather conditions should occur during the second and third quarters, the adverse impact to our revenues would likely be greater as a result of the seasonality of our business.
We may be unable to access public or private debt markets to fund our operations and contractual commitments at competitive rates, on commercially reasonable terms, or in sufficient amounts, if at all.
We depend, in part, on our revolving line of credit with Bank of America, N.A. ("BofA"), to fund our operations and commitments for capital expenditures. This credit line expires in 2020. Our capital expenditures in 2018 are expected to range from $16 million to $19 million. A number of factors could cause us to incur increased borrowing costs and to have greater difficulty accessing public and private markets for debt. These factors include general economic conditions, disruptions or declines in the global capital markets, our financial performance or outlook, and credit. An adverse change in any or all of these factors may materially adversely affect our ability to fund our operations and contractual or financing commitments.
If our business does not perform as expected, including if we generate less revenue than anticipated from our operations or encounter significant unexpected costs, we may fail to comply with the financial covenants under our credit facilities. If we do not comply with our financial covenants and we do not obtain a waiver or amendment, BofA may elect to cause all amounts owed to become immediately due and payable. Any default may require us to seek additional capital or modifications to our credit facilities, which may not be available or which may be costly. Any of these risks and uncertainties could have a material adverse effect on our business, financial position, results of operations, and cash flows.
We have entered into strategic relationships with certain regional brewers that increase the complexity and execution risks of our operations.
We have entered into strategic relationships with certain regional brewers, including Appalachian Mountain Brewery in North Carolina, Cisco Brewers in Massachusetts, and Wynwood Brewing Co. in Miami, Florida. These new relationships have added to the complexity of our operations, including brewing, packaging, marketing and selling their brands, with increased demands on our management team. There can be no assurance that we will be able to take full advantage of these strategic opportunities without experiencing unexpected costs, operating challenges or control deficiencies.
Acquisitions subject us to various risks, including risks relating to selection and pricing of acquisition targets, integration of acquired companies into our business and assumption of unanticipated liabilities.
We have acquired two craft brewers since 2008, as well as a 24.5% equity interest in Wynwood Brewing Company, LLC, in July 2017. We may pursue additional acquisitions or joint venture or investment opportunities. We cannot assure, however, that we will be able to identify or take advantage of such opportunities. If we do pursue such transactions, we may not realize the anticipated benefits. Acquisitions involve many risks, including risks relating to the assumption of unforeseen liabilities of an acquired business, adverse accounting charges resulting from the acquisition, and difficulties in integrating acquired companies into our business, both from a cultural perspective, as well as with respect to technological integration. Our inability to successfully integrate acquired businesses or manage joint ventures may lead to increased costs, failure to generate expected returns, or even a total loss of amounts invested, any of which could have a material adverse effect on our financial condition and results of operations.
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Changes in state laws regarding distribution arrangements may adversely impact our operations.
States in which we have a significant sales presence may enact legislation that significantly alters the competitive environment for the beer distribution industry. Any change in the competitive environment in those states could have an adverse effect on our future sales and results of operations and may impact the financial stability of wholesalers on which we rely.
We are dependent on certain suppliers for key raw materials, packaging materials and production inputs.
Although we seek to maintain back-up and alternative suppliers for all key raw materials and production inputs, we are reliant on certain third parties for key raw materials, packaging materials and utilities. Any disruption in the willingness or ability of these third parties to supply these critical components could hinder our ability to continue production of our products, which could have a material adverse impact on our financial condition, results of operations and cash flows.
We may be subject to litigation that could adversely affect our business and results of operations.
We may be subject to various types of litigation, including fair trade practice, product liability, and employment-related claims. Such litigation may be time consuming, distracting and costly, and could have a material adverse effect on our business and results of operations. See Note 17, "Commitments and Contingencies," in the Notes to Consolidated Financial Statements found in Part II, Item 8 of this report, for additional information related to legal proceedings.
Any change in, or violation of, federal and state environmental regulations could adversely affect our operations.
Our brewing operations are subject to environmental regulations and local permitting requirements and agreements regarding, among other things, air emissions, water discharges and the handling and disposal of hazardous wastes. While we have no reason to believe the operation of our breweries violates any such regulation or requirement, if such a violation were to occur, or if environmental regulations were to become more stringent in the future, we may be adversely affected.
A small number of shareholders hold a significant ownership percentage of our common stock and uncertainty over their continuing ownership plans could cause the market price of our common stock to decline.
As noted above, A‑B has a significant ownership stake in us. In addition, three of our founders, together, beneficially own approximately 2.3 million shares, or 11.7%, of our common stock. Collectively, these two groups own 43.1% of our equity. All of these shares are available for sale in the public market, subject to volume, manner of sale and other requirements under the Securities Act of 1933. Such sales in the public market, or the perception that such sales may occur, could cause the market price of our common stock to decline.
We do not intend to pay and are limited in our ability to declare or pay dividends; accordingly, shareholders must rely on stock appreciation for any return on their investment in us.
We do not anticipate paying cash dividends. Further, under our loan agreement with BofA, we are not permitted to declare or pay a dividend unless we meet certain financial covenants. As a result, only appreciation of the price of our common stock will provide a return to shareholders. Investors seeking cash dividends should not invest in our common stock.
The fair value of our intangible assets, including goodwill, may become impaired.
As a result of the acquisition of Kona Brewing Company, we have recognized a significant increase in our total intangible assets, including goodwill. As of December 31, 2017, we had $28.9 million in an assortment of intangible assets, on a net basis, which represented nearly 13.8% of our total assets. If any circumstances were to occur, such as economic recession or other factors causing a reduction in consumer demand, or for any other reason we were to experience a significant decrease in sales growth, with a corresponding negative impact on our estimated cash flows associated with these assets, our analyses of these assets may conclude that a decrease in the fair value of these assets has occurred. In that event, we would be required to recognize a potentially significant loss on impairment of these assets. Any such impairment loss would be charged against current operations in the period of change and potentially have a material adverse effect on our results of operations.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We own and operate three highly-automated, small-batch production breweries: the Oregon Brewery, the New Hampshire Brewery, and the Hawaiian Brewery, as well as three small, innovation brewing systems in Portland, Oregon, Seattle, Washington and Portsmouth, New Hampshire. We lease the sites upon which the Hawaiian Brewery and Brewpubs, the New Hampshire Breweries and Brewpub, the Portland Innovation Brewery, and Oregon Brewpub are located, in addition to our office space and warehouse locations in Portland, Oregon for our corporate, administrative and sales functions. In 2014, we entered into a lease for space in
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Southern California for our national sales office, which expires in 2019. In 2015, we entered into a long-term land lease for the location of our new Kona brewery, which expires in 2064, and, in 2016 we entered into a lease for our new Redhook pub in Seattle, which expires in 2026. Certain of these leases are with related parties. See Notes 17 and 18 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report for further discussion regarding these arrangements.
Certain information regarding our production breweries is as follows (capacity in thousands of barrels):
Production Breweries | Square Footage | Current Annual Capacity | ||||
Oregon Brewery | 185,000 | 630 | ||||
New Hampshire Brewery | 125,000 | 215 | ||||
Hawaiian Brewery | 11,000 | 10 | ||||
855 | ||||||
Late in the fourth quarter of 2017, we completed several phases of an expansion to increase capacity and flexibility of our Oregon brewery which did not materially impact our overall capacity for 2017 and, in 2016, we broke ground on a new 100,000 barrel brewery near our existing brewery and pub in Kona, which is expected to be fully operational in the first quarter of 2019.
In 2016, we entered into a contract brewing agreement with A-B Commercial Strategies, LLC with the ability to have up to 300,000 barrels produced annually and, during the second quarter of 2017, production began in their facilities.
Substantially all of our personal property and fixtures, as well as the real properties associated with the Oregon Brewery, secure our loan agreement with BofA. See Note 9 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
Item 3. Legal Proceedings
We are involved, from time to time, in claims, proceedings and litigation arising in the normal course of business. We believe that, to the extent that any pending or threatened litigation involving us or our properties exists, such litigation is not likely to have a material adverse effect on our financial condition, cash flows or results of operations.
See Note 17, "Commitments and Contingencies," in the Notes to Consolidated Financial Statements found in Part II, Item 8 of this report, for additional information related to legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades on the NASDAQ Stock Market (“NASDAQ”) under the trading symbol BREW. The table below sets forth, for the fiscal quarters indicated, the reported high and low closing sale prices of our common stock, as reported on NASDAQ:
2016 | High | Low | ||||||
Quarter 1 | $ | 9.02 | $ | 7.02 | ||||
Quarter 2 | 11.52 | 7.56 | ||||||
Quarter 3 | 21.38 | 10.69 | ||||||
Quarter 4 | 18.52 | 13.60 | ||||||
2017 | High | Low | ||||||
Quarter 1 | $ | 17.25 | $ | 12.40 | ||||
Quarter 2 | 17.45 | 12.25 | ||||||
Quarter 3 | 18.90 | 16.75 | ||||||
Quarter 4 | 19.80 | 17.15 | ||||||
We had 693 common shareholders of record as of March 1, 2018.
We have not declared or paid any dividends during our existence. Under the terms of our loan agreement with BofA, we are permitted to declare or pay dividends without BofA’s consent, subject to limitations. We anticipate that, for the foreseeable future, all earnings will be retained for the operation and expansion of our business and that we will not pay cash dividends. The payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend upon, among other things, future earnings, capital and operating requirements, restrictions in future financing agreements, our general financial condition, and general business conditions.
Equity Compensation Plans
Information regarding securities authorized for issuance under equity compensation plans is included in Part III, Item 12 of this report.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
We did not repurchase any of our common stock during the fourth quarter of 2017.
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Stock Performance Graph
The following line-graph presentation compares cumulative five-year shareholder returns on an indexed basis, assuming a $100 initial investment and reinvestment of dividends, of (a) Craft Brew Alliance, Inc., (b) a broad-based equity market index and (c) an industry-specific index. The broad-based market index used is the NASDAQ Composite Index and the industry-specific index used is the S&P 500 Beverages Index.
Total Return to Shareholders
(includes reinvestment of dividends)
COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN
Base Period | Indexed Returns Year Ended | |||||||||||||||||||||||
Company/Index | 12/31/2012 | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | ||||||||||||||||||
Craft Brew Alliance, Inc. | $ | 100.00 | $ | 272.76 | $ | 221.59 | $ | 139.04 | $ | 280.73 | $ | 318.94 | ||||||||||||
NASDAQ Composite | 100.00 | 160.32 | 181.80 | 192.21 | 192.21 | 264.99 | ||||||||||||||||||
S&P 500 Beverages Index | 100.00 | 125.59 | 141.32 | 153.99 | 154.01 | 178.26 | ||||||||||||||||||
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Item 6. Selected Financial Data
The selected consolidated financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this report.
In thousands, except per share amounts | Year Ended December 31, | |||||||||||||||||||
Statement of Operations Data | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||
Net sales (1) | $ | 207,456 | $ | 202,507 | $ | 204,168 | $ | 200,022 | $ | 179,180 | ||||||||||
Cost of sales | 142,198 | 142,908 | 141,972 | 141,312 | 128,919 | |||||||||||||||
Gross profit | 65,258 | 59,599 | 62,196 | 58,710 | 50,261 | |||||||||||||||
Selling, general and administrative expenses(2) | 60,463 | 59,224 | 57,932 | 53,000 | 46,461 | |||||||||||||||
Operating income | 4,795 | 375 | 4,264 | 5,710 | 3,800 | |||||||||||||||
Interest expense and other income (expense), net | (754 | ) | (681 | ) | (546 | ) | (611 | ) | (537 | ) | ||||||||||
Income (loss) before provision for income taxes | 4,041 | (306 | ) | 3,718 | 5,099 | 3,263 | ||||||||||||||
Income tax provision (benefit)(3) | (5,482 | ) | 14 | 1,500 | 2,022 | 1,304 | ||||||||||||||
Net income (loss) | $ | 9,523 | $ | (320 | ) | $ | 2,218 | $ | 3,077 | $ | 1,959 | |||||||||
Basic and diluted net income (loss) per share | $ | 0.49 | $ | (0.02 | ) | $ | 0.12 | $ | 0.16 | $ | 0.10 | |||||||||
Shares used in basic per share calculations | 19,284 | 19,225 | 19,152 | 19,038 | 18,923 | |||||||||||||||
Shares used in diluted per share calculations | 19,447 | 19,225 | 19,175 | 19,126 | 19,042 | |||||||||||||||
December 31, | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||
Cash and cash equivalents | $ | 579 | $ | 442 | $ | 911 | $ | 981 | $ | 2,726 | ||||||||||
Working capital | 38,005 | 13,082 | 8,933 | 6,380 | 4,437 | |||||||||||||||
Total assets | 209,637 | 200,405 | 188,429 | 176,931 | 168,941 | |||||||||||||||
Current portion of long-term debt and capital leases | 699 | 1,317 | 507 | 1,157 | 710 | |||||||||||||||
Long-term debt and capital leases, net of current portion | 32,599 | 27,946 | 18,991 | 13,720 | 11,050 | |||||||||||||||
Other long-term obligations | 14,764 | 19,844 | 19,057 | 18,068 | 16,958 | |||||||||||||||
Shareholders’ equity | 130,791 | 119,661 | 118,738 | 115,417 | 111,232 | |||||||||||||||
(1) | Net sales in 2017 includes a $1.7 million fee from Pabst, related to the termination of the brewing agreements. |
(2) | Selling, general and administrative expenses in 2017 includes a $1.0 million fee from Pabst related to the termination of a purchase option agreement, as well as, a $0.5 million impairment charge related to the sale of our Woodinville brewery. |
(3) | The income tax benefit in 2017 includes a $6.9 million benefit related to the effect on our deferred tax assets and liabilities of a change in Federal income tax rates from 34% to 21%. |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Craft Brew Alliance, Inc. ("CBA") is the sixth largest craft brewing company in the U.S. and a leader in brewing, branding, and bringing to market world-class American craft beers.
Our distinctive portfolio combines the power of Kona Brewing Company, a dynamic national craft beer brand, with strong regional breweries and innovative lifestyle brands, including Appalachian Mountain Brewery, Cisco Brewers, Omission Brewing Co., Redhook Brewery, Square Mile Cider Co., Widmer Brothers Brewing, and Wynwood Brewing Co. We nurture the growth and development of our brands in today’s increasingly competitive beer market through our state-of-the-art brewing and distribution capability, integrated sales and marketing infrastructure, and strong focus on partnerships, local community and sustainability.
CBA was formed in 2008 through the merger of Redhook Brewery and Widmer Brothers Brewing, the two largest craft brewing pioneers in the Northwest at the time. Following a successful strategic brewing and distribution partnership, Kona Brewing Co. joined CBA in 2010 and has become one of the fastest-growing craft brands in the U.S. As part of CBA, Kona has expanded its reach across all 50 U.S. states and approximately 30 international markets, while remaining deeply rooted in its home of Hawaii.
As the craft beer market continues to grow and consumers increasingly demand local offerings, Craft Brew Alliance has expanded its portfolio of brands and maximized its brewing footprint through strategic partnerships with regional craft beer brands in targeted markets. In 2015, we announced strategic partnerships with Appalachian Mountain Brewery, based in Boone, North Carolina; and Cisco Brewers, based in Nantucket, Massachusetts. Through this strategic partnership model, we gain local relevance in select beer geographies, while our partner breweries gain access to our world-class leadership and national brewing and sales infrastructure to grow their brands. In December 2016, we announced a strategic partnership with Wynwood Brewing Co., a fast-growing craft brewery based in the heart of Miami’s multicultural Wynwood arts district. In the third quarter of 2017, we acquired a 24.5% interest in Wynwood Brewing Co.
Publicly traded on NASDAQ under the ticker symbol BREW, Craft Brew Alliance is headquartered in Portland, Oregon and operates breweries and brewpubs across the U.S. For more information about CBA and its brands, see “Available Information” on page 14 of this report.
We proudly brew our craft beers in three company-owned breweries located in Portland, Oregon; Portsmouth, New Hampshire; and Kailua-Kona, Hawaii. In 2016, we entered into a contract brewing agreement with A-B Commercial Strategies, LLC (“ABCS”), an affiliate of Anheuser-Busch, LLC (“A-B”), and, during the second quarter of 2017, production began at ABCS’s brewery in Fort Collins, Colorado. Additionally, we own and operate three small innovation breweries , which are primarily used for small batch production and experimental limited-release brews that could potentially scale for larger production; these innovation breweries are located in, Portland, Oregon, Seattle, Washington and Portsmouth, New Hampshire.
We distribute our beers to retailers through wholesalers that are aligned with the A-B network. These sales are made pursuant to a Master Distributor Agreement (the “A-B Distributor Agreement”) with A-B, which extends through 2028. As a result of this distribution arrangement, we believe that, under alcohol beverage laws in a majority of states, these wholesalers would own the exclusive right to distribute our beers in their respective markets if the A-B Distributor Agreement expires or is terminated. Our Kona and Omission brands are distributed nationally and internationally, while we focus distribution of Appalachian Mountain Brewery, Cisco Brewers, Redhook, Square Mile Cider, Widmer Brothers and Wynwood Brewing in their respective home markets.
We operate in two segments: Beer Related operations and Brewpubs operations. Beer Related operations include the brewing, and domestic and international sales, of craft beers and ciders from our breweries. Brewpubs operations primarily include our five brewpubs, four of which are located adjacent to our Beer Related operations, as well as other merchandise sales, and sales of our beers directly to customers.
Separate from our A-B wholesalers, we maintain an internal independent sales and marketing organization with resources across the key functions of brand management, field marketing, field sales, and national retail sales.
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Following is a summary of our financial results:
Net Sales | Net Income (Loss) | Number of Barrels Sold | ||||
2017 | $207.5 million | $9.5 million | 748,300 | |||
2016 | $202.5 million | $(0.3) million | 775,600 | |||
2015 | $204.2 million | $2.2 million | 824,400 | |||
Sale of Woodinville Brewery
See Notes 19 and 20 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report for a discussion of the termination of our agreements with Pabst Brewing Company, LLC, and Pabst Northwest Brewing Company, LLC (collectively, "Pabst"), the determination in 2017 to classify our Woodinville brewery assets as held for sale and a $0.5 million impairment charge recorded related to the assets held for sale. The sale was completed in early 2018 (see Note 21 of Notes to Consolidated Financial Statements).
Agreements with Anheuser-Busch, LLC
On August 23, 2016, we entered into a Contract Brewing Agreement (the “Brewing Agreement”) with A-B Commercial Strategies, LLC (“ABCS”), an affiliate of A-B, pursuant to which ABCS has agreed to brew, bottle and package up to 300,000 barrels of our mutually agreed products annually, in facilities owned by ABCS within the United States, for an initial term through December 31, 2026. Production began at this facility in the second quarter of 2017.
In December 2015, we partnered with Ambev, the Brazilian subsidiary of Anheuser-Busch InBev SA, to distribute Kona beers in Brazil. On August 23, 2016, we also entered into an International Distribution Agreement (the “International Distribution Agreement”) with Anheuser-Busch Worldwide Investments, LLC (“ABWI”), an affiliate of A-B, pursuant to which ABWI will be our sole and exclusive distributor of our malt beverage products in jurisdictions outside the United States, subject to the terms and conditions of our agreement with our existing international distributor, CraftCan Travel LLC, and certain other limitations, in each case as set forth in the International Distribution Agreement. Unless terminated sooner, the International Distribution Agreement will continue in effect until December 31, 2026.
On August 23, 2016, we entered into Amendment No. 3 to the A-B Distributor Agreement. Pursuant to Amendment No. 3, the A-B Distributor Agreement was extended through December 31, 2028 (the “Term”). The existing margin fee structure of $0.25 per case-equivalent will apply throughout the Term. Without Amendment No. 3, beginning on January 1, 2019, a margin fee of $0.75 per case equivalent would have been payable by us under the A-B Distributor Agreement. Amendment No. 3 also provides that, beginning on January 1, 2019, we will reinvest an aggregate amount equal to $0.25 per case equivalent in sales and marketing efforts for our products, subject to specified terms and conditions.
On January 30, 2018, we entered into a Contract Brewing Agreement with Anheuser-Busch Companies, LLC (“ABC”), another
A-B affiliate, pursuant to which we will brew, package, and palletize certain malt beverage products of A-B's craft breweries during 2018 at our Portland, Oregon, and Portsmouth, New Hampshire, breweries as selected by ABC. Under the terms of this agreement, ABC will pay us a per barrel fee that varies based on the annual volume of the specified product brewed by us, plus (a) our actual incremental costs of brewing the product, and (b) certain capital costs and costs of graphics and labeling that we incur in connection with the brewed products.
For additional information, see Note 18 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report.
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Results of Operations
The following table sets forth, for the periods indicated, certain information from our Consolidated Statements of Operations expressed as a percentage of Net sales(1):
Year Ended December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Sales | 105.8 | % | 106.5 | % | 107.1 | % | |||
Less excise tax | 5.8 | 6.5 | 7.1 | ||||||
Net sales | 100.0 | 100.0 | 100.0 | ||||||
Cost of sales | 68.5 | 70.6 | 69.5 | ||||||
Gross profit | 31.5 | 29.4 | 30.5 | ||||||
Selling, general and administrative expenses | 29.1 | 29.2 | 28.4 | ||||||
Operating income | 2.3 | 0.2 | 2.1 | ||||||
Interest expense | (0.3 | ) | (0.4 | ) | (0.3 | ) | |||
Other income (expense), net | — | — | — | ||||||
Income (loss) before income taxes | 1.9 | (0.2 | ) | 1.8 | |||||
Income tax provision (benefit) | (2.6 | ) | — | 0.7 | |||||
Net income (loss) | 4.6 | % | (0.2 | )% | 1.1 | % | |||
(1) | Percentages may not sum due to rounding. |
Segment Information
Net sales, Gross profit and Gross margin information by segment was as follows (dollars in thousands):
Year Ended December 31, | ||||||||||||
2017 | Beer Related | Brewpubs | Total | |||||||||
Net sales | $ | 179,830 | $ | 27,626 | $ | 207,456 | ||||||
Gross profit | $ | 63,412 | $ | 1,846 | $ | 65,258 | ||||||
Gross margin | 35.3 | % | 6.7 | % | 31.5 | % | ||||||
2016 | ||||||||||||
Net sales | $ | 173,657 | $ | 28,850 | $ | 202,507 | ||||||
Gross profit | $ | 55,667 | $ | 3,932 | $ | 59,599 | ||||||
Gross margin | 32.1 | % | 13.6 | % | 29.4 | % | ||||||
2015 | ||||||||||||
Net sales | $ | 176,343 | $ | 27,825 | $ | 204,168 | ||||||
Gross profit | $ | 58,610 | $ | 3,586 | $ | 62,196 | ||||||
Gross margin | 33.2 | % | 12.9 | % | 30.5 | % | ||||||
Net Sales by Category
The following tables set forth a comparison of Net sales by category (dollars in thousands):
Year Ended December 31, | Dollar Change | % Change | |||||||||||||
Sales by Category | 2017 | 2016 | |||||||||||||
A-B and A-B related(1) | $ | 164,491 | $ | 167,725 | $ | (3,234 | ) | (1.9 | )% | ||||||
Contract brewing and beer related(2) | 27,430 | 19,052 | 8,378 | 44.0 | % | ||||||||||
Excise taxes | (12,091 | ) | (13,120 | ) | 1,029 | (7.8 | )% | ||||||||
Net beer related sales | 179,830 | 173,657 | 6,173 | 3.6 | % | ||||||||||
Brewpubs(3) | 27,626 | 28,850 | (1,224 | ) | (4.2 | )% | |||||||||
Net sales | $ | 207,456 | $ | 202,507 | $ | 4,949 | 2.4 | % | |||||||
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Year Ended December 31, | Dollar Change | % Change | |||||||||||||
Sales by Category | 2016 | 2015 | |||||||||||||
A-B and A-B related(1) | $ | 167,725 | $ | 177,380 | $ | (9,655 | ) | (5.4 | )% | ||||||
Contract brewing and beer related(2) | 19,052 | 13,376 | 5,676 | 42.4 | % | ||||||||||
Excise taxes | (13,120 | ) | (14,413 | ) | 1,293 | (9.0 | )% | ||||||||
Net beer related sales | 173,657 | 176,343 | (2,686 | ) | (1.5 | )% | |||||||||
Brewpubs(3) | 28,850 | 27,825 | 1,025 | 3.7 | % | ||||||||||
Net sales | $ | 202,507 | $ | 204,168 | $ | (1,661 | ) | (0.8 | )% | ||||||
(1) | A-B and A-B related includes domestic and international sales of our owned brands sold through A-B and Ambev, as well as non-owned brands sold pursuant to master distribution agreements, and the international distribution fees earned from ABWI. |
(2) | Beer related includes international beer sales not sold through A-B or Ambev, as well as fees earned through alternating proprietorship agreements. |
(3) | Brewpubs sales include sales of promotional merchandise and sales of beer directly to customers. |
Shipments by Category
Shipments by category were as follows (in barrels):
Year Ended December 31, | 2017 Shipments | 2016 Shipments | Increase (Decrease) | % Change | Change in Depletions(1) | ||||||||||
A-B and A-B related(2) | 654,200 | 693,300 | (39,100 | ) | (5.6 | )% | (1 | )% | |||||||
Contract brewing and beer related(3) | 84,800 | 72,600 | 12,200 | 16.8 | % | ||||||||||
Brewpubs | 9,300 | 9,700 | (400 | ) | (4.1 | )% | |||||||||
Total | 748,300 | 775,600 | (27,300 | ) | (3.5 | )% | |||||||||
Year Ended December 31, | 2016 Shipments | 2015 Shipments | Increase (Decrease) | % Change | Change in Depletions(1) | ||||||||||
A-B and A-B related(2) | 693,300 | 753,400 | (60,100 | ) | (8.0 | )% | — | % | |||||||
Contract brewing and beer related(3) | 72,600 | 60,600 | 12,000 | 19.8 | % | ||||||||||
Brewpubs | 9,700 | 10,400 | (700 | ) | (6.7 | )% | |||||||||
Total | 775,600 | 824,400 | (48,800 | ) | (5.9 | )% | |||||||||
(1) | Change in depletions reflects the year-over-year change in barrel volume sales of beer by our wholesalers to retailers. |
(2) | A-B and A-B related includes domestic and international shipments of our owned brands distributed through A-B and Ambev, as well as non-owned brands distributed pursuant to master distribution agreements. |
(3) | Beer related includes international shipments of our beers not distributed through A-B or Ambev. |
The decrease in sales to A-B and A-B related in 2017 compared to 2016 was primarily due to a decrease in shipment volume as we continued to reduce our inventory levels at our wholesaler partners as part of our ongoing efforts to address slowing craft segment growth and the on-going inventory pressures facing distributors in today’s complex craft beer market, partially offset by an increase in average unit pricing. The decrease was also partially offset by $3.4 million of international distribution fees earned in 2017 compared to $1.2 million earned in 2016 related to our international distribution agreement with ABWI, which began in the third quarter of 2016.
The decrease in sales to A-B and A-B related in 2016 compared to 2015 was primarily due to a decrease in domestic shipments, partially offset by increases in unit pricing. A primary cause of the decrease was due to a decrease in domestic shipments of the Redhook and Widmer Brothers brands as we concentrate on their home markets of Washington and Oregon, respectively, as well as decreases in shipments of our Omission brand. The decrease was partially offset by the continued successful focus on national distribution of Kona. During the first quarter of 2016, we closed our largest and most efficient brewery, located in Portland, for approximately two weeks as we installed new equipment to further increase capacity and efficiency. This closure resulted in a temporary decrease of shipments across our brands in 2016 compared to 2015. We also experienced increased pressure from wholesalers who wanted to decrease their inventory levels at the end of 2016, resulting in lower than expected shipment volumes.
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The average revenue per barrel on shipments of beer through the A-B distribution network increased by 2.4% in 2017 compared to 2016, and 2.0% in 2016 compared to 2015, primarily due to pricing increases and shifts in brand, package and geographic mix. Price changes implemented by us have generally followed craft beer market pricing trends. During 2017, 2016 and 2015, we sold 87.4%, 89.4% and 91.4%, respectively, of our beer through A‑B at wholesale pricing levels.
The increase in contract brewing and beer related sales in 2017 compared to 2016 was primarily due to an increase in our alternating proprietorship volume and an increase in international shipments of our beers not distributed through A-B or Ambev. Contract brewing shortfall and termination fees earned from Pabst were $3.4 million in 2017 compared to a contract brewing shortfall fee of $1.6 million in 2016. In addition, we had a slight increase in our contract brewing volume in 2017 compared to 2016.
The increase in contract brewing and beer related sales in 2016 compared to 2015 was primarily due to contract brewing volume for Cisco Brewers beers, as well as alternating proprietorship fees earned from Appalachian Mountain Brewing Company for leasing the Portsmouth Brewery, which began during the first quarter of 2016, an increase in international shipments of our beers, which sell at a higher rate per barrel than contract brewing sales, as we expanded into additional countries, $1.2 million of fees earned related to the international distribution agreement with ABWI, and $1.6 million of fees earned from Pabst related to a contract brewing volume shortfall. These increases were partially offset by decreases in our other contract brewing volume.
Brewpubs sales decreased in 2017 compared to 2016, primarily as a result of decreased guest counts across our mainland brewpubs, partially offset by an increased guest count at our Kona brewpub on the big island of Kailua-Kona in Hawaii and the opening of our newest brewpub, Redhook Brewlab, in Seattle, Washington. Our Woodinville brewpub closed at the end of 2017.
Brewpubs sales increased in 2016 compared to 2015, primarily as a result of higher guest counts at our Kona brewpub on the island of Oahu in Hawaii, partially offset by decreases in guest counts at our Redhook brewpub in Woodinville, Washington. The Hawaii brewpubs also have higher revenue per guest than the Redhook and Widmer Brothers brewpubs. The increase in Brewpubs sales at our Kona brewpub on Oahu in 2016 compared to 2015 was primarily due to the closure of the brewpub in the first quarter of 2015 for three weeks for a full remodel.
Excise taxes vary directly with the volume of beer shipped.
Shipments by Brand
The following table sets forth a comparison of shipments by brand (in barrels):
Year Ended December 31, | 2017 Shipments | 2016 Shipments | Increase (Decrease) | % Change | Change in Depletions | ||||||||||
Kona | 424,600 | 397,400 | 27,200 | 6.8 | % | 10 | % | ||||||||
Widmer Brothers | 123,300 | 148,100 | (24,800 | ) | (16.7 | )% | (16 | )% | |||||||
Redhook | 94,200 | 127,200 | (33,000 | ) | (25.9 | )% | (24 | )% | |||||||
Omission | 44,000 | 42,900 | 1,100 | 2.6 | % | (2 | )% | ||||||||
All other(1) | 44,500 | 33,300 | 11,200 | 33.6 | % | 17 | % | ||||||||
Total(2) | 730,600 | 748,900 | (18,300 | ) | (2.4 | )% | (1 | )% | |||||||
Year Ended December 31, | 2016 Shipments | 2015 Shipments | Increase (Decrease) | % Change | Change in Depletions | ||||||||||
Kona | 397,400 | 352,100 | 45,300 | 12.9 | % | 17 | % | ||||||||
Widmer Brothers | 148,100 | 175,700 | (27,600 | ) | (15.7 | )% | (17 | )% | |||||||
Redhook | 127,200 | 185,900 | (58,700 | ) | (31.6 | )% | (23 | )% | |||||||
Omission | 42,900 | 51,500 | (8,600 | ) | (16.7 | )% | (11 | )% | |||||||
All other(1) | 33,300 | 22,400 | 10,900 | 48.7 | % | 70 | % | ||||||||
Total(2) | 748,900 | 787,600 | (38,700 | ) | (4.9 | )% | — | % | |||||||
(1) | All other includes the shipments and depletions from our Square Mile and Resignation brand families, as well as the non-owned Cisco Brewers, Appalachian Mountain Brewing and Wynwood Brewing brand families, shipped by us pursuant to distribution agreements. |
(2) | Total shipments by brand include international shipments and exclude shipments produced under our contract brewing arrangements. |
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The increase in our Kona brand shipments in 2017 compared to 2016 was due to increases in both in domestic and international shipments, primarily led by demand for Hanalei Island IPA and Big Wave Golden Ale, partially offset by a decline in Castaway IPA.
The increase in our Kona brand shipments in 2016 compared to 2015 was primarily due to increases in domestic and international shipments, primarily led by demand for Big Wave Golden Ale.
The decrease in our Widmer Brothers brand shipments in 2017 compared to 2016 was led by a decrease in Hefeweizen brand shipments, primarily due to a continued strategic focus on the home market of Oregon, partially offset by the release of Drifter and the Hefe Fruit variety pack.
The decrease in our Widmer Brothers brand shipments in 2016 compared to 2015 was primarily due to a strategic decision to focus on the home market of Oregon, led by decreases in Hefeweizen brand shipments.
The decrease in our Redhook brand shipments in 2017 compared to 2016 was primarily due to a continued strategic focus on the home market of Washington, led by a decline in Longhammer IPA and ESB brand shipments, partially offset by higher demand for Big Ballard IPA and the release of Bicoastal IPA.
The decrease in our Redhook brand shipments in 2016 compared to 2015 was primarily due to a strategic decision to focus on the home market of Washington, led by decreased shipments of Longhammer IPA and ESB.
The increase in our Omission brand shipments in 2017 compared to 2016 was primarily led by increased demand for our new brand Omission Ultimate Light, which was introduced in the first quarter of 2017, offset by a decrease in Omission Pale Ale.
The decrease in our Omission brand shipments in 2016 compared to 2015 was primarily due to lower demand for the Pale Ale style.
The increase in our All other shipments in 2017 compared to 2016 was primarily due to an increase in shipment volumes related to our distribution agreements with Wynwood Brewing, Cisco Brewers and Appalachian Mountain Brewing.
The increase in our All other shipments in 2016 compared to 2015 was primarily due to an increase in shipment volumes related to our new distribution agreements with Cisco Brewers and Appalachian Mountain Brewing, partially offset by decreases in our Resignation and Square Mile brand families.
Shipments by Package
The following table sets forth a comparison of our shipments by package, excluding contract brewing shipments produced under our contract brewing arrangements (in barrels):
Year Ended December 31, | 2017 | 2016 | 2015 | |||||||||||||||
Shipments | % of Total | Shipments | % of Total | Shipments | % of Total | |||||||||||||
Draft | 165,600 | 22.7 | % | 171,100 | 22.8 | % | 180,700 | 22.9 | % | |||||||||
Packaged | 565,000 | 77.3 | % | 577,800 | 77.2 | % | 606,900 | 77.1 | % | |||||||||
Total | 730,600 | 100.0 | % | 748,900 | 100.0 | % | 787,600 | 100.0 | % | |||||||||
The package mix was relatively consistent through the three-year period.
Cost of Sales
Cost of sales includes purchased raw materials, direct labor, overhead and shipping costs.
Information regarding Cost of sales was as follows (dollars in thousands):
Year Ended December 31, | Dollar | ||||||||||||||
2017 | 2016 | Change | % Change | ||||||||||||
Beer Related | $ | 116,418 | $ | 117,990 | $ | (1,572 | ) | (1.3 | )% | ||||||
Brewpubs | 25,780 | 24,918 | 862 | 3.5 | % | ||||||||||
Total | $ | 142,198 | $ | 142,908 | $ | (710 | ) | (0.5 | )% | ||||||
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Year Ended December 31, | Dollar | ||||||||||||||
2016 | 2015 | Change | % Change | ||||||||||||
Beer Related | $ | 117,990 | $ | 117,733 | $ | 257 | 0.2 | % | |||||||
Brewpubs | 24,918 | 24,239 | 679 | 2.8 | % | ||||||||||
Total | $ | 142,908 | $ | 141,972 | $ | 936 | 0.7 | % | |||||||
The decrease in Beer Related Cost of sales in 2017 compared to 2016 was primarily due to a decrease in cost of goods related to lower shipment volume, efficiency improvements and improved distribution rates on a per barrel basis, partially offset by an increase in brewery costs on a per barrel basis and alternating proprietorship volume.
The increase in Beer Related Cost of sales in 2016 compared to 2015 was primarily due to increases in brewery costs and distribution rates per barrel, partially offset by decreases in shipment volume and component material costs on a per barrel basis. The brewery costs per barrel in 2016 increased as we continued to absorb several key strategic operational enhancements completed during the first quarter of 2016 and were also negatively impacted by the temporary closure of our largest-volume brewery in Portland to implement the enhancements, which led to a decrease in brewing volume in the first quarter of 2016. 2016 was also negatively impacted by lower capacity utilization at the Woodinville brewery as production volume for owned brands was moved from Woodinville to Portland in anticipation of increased contract brewing volume in Woodinville. Contract brewing volume was lower than anticipated, resulting in under absorption of fixed overhead costs in Woodinville.
Early in the fourth quarter of 2016, we laid off approximately half of our production employees at our Woodinville brewery. The fourth quarter costs of the layoff were immaterial and effectively offset by the cost savings in the fourth quarter.
Brewpubs Cost of sales increased in 2017 compared to 2016 primarily due to increases in employee related costs and rent and other startup costs related to our Seattle brewpub, partially offset by a decrease in guest counts.
Brewpubs Cost of sales increased in 2016 compared to 2015 primarily due to increases in Sales at our Kona brewpub on the island of Oahu. The increase was also partially due to expenses associated with the start up of our Seattle brewpub with anticipated opening in 2017.
Capacity Utilization
Capacity utilization is calculated by dividing total shipments by approximate working capacity and was as follows:
Year Ended December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Capacity utilization | 60 | % | 67 | % | 71 | % | |||
In June 2014, we initiated full-scale brewing with our brewing partner in Memphis, Tennessee. This partnership provided us scalable capacity and we had the ability to produce up to 100,000 barrels at this location annually. Production ceased with this brewing partner during the second quarter of 2017. In 2016, we entered into a contract brewing agreement with ABCS with the ability to have up to 300,000 barrels produced annually and, during the second quarter of 2017, production began in their facilities. Our capacity utilization declined in 2017 compared to 2016 due to reductions in wholesaler inventories, as well as a larger percentage of our beer being brewed by ABCS as part of our contract brewing relationship and shifts in our brewery footprint.
As discussed in Notes 19 and 20 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report, we ceased production at our Woodinville, Washington brewery during the second quarter of 2017, which reduced the capacity of our owned breweries beginning in the third quarter of 2017. As a result, beginning with the third quarter of 2017, our capacity utilization calculation was revised to exclude, from the denominator, the production capacity of our Woodinville, Washington brewery, which we estimated to be approximately 220,000 barrels per year.
Gross Profit
Information regarding Gross profit was as follows (dollars in thousands):
Year Ended December 31, | Dollar | ||||||||||||||
2017 | 2016 | Change | % Change | ||||||||||||
Beer Related | $ | 63,412 | $ | 55,667 | $ | 7,745 | 13.9 | % | |||||||
Brewpubs | 1,846 | 3,932 | (2,086 | ) | (53.1 | )% | |||||||||
Total | $ | 65,258 | $ | 59,599 | $ | 5,659 | 9.5 | % | |||||||
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Year Ended December 31, | Dollar | ||||||||||||||
2016 | 2015 | Change | % Change | ||||||||||||
Beer Related | $ | 55,667 | $ | 58,610 | $ | (2,943 | ) | (5.0 | )% | ||||||
Brewpubs | 3,932 | 3,586 | 346 | 9.6 | % | ||||||||||
Total | $ | 59,599 | $ | 62,196 | $ | (2,597 | ) | (4.2 | )% | ||||||
Gross profit as a percentage of Net sales, or gross margin rate, was as follows:
Year Ended December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Beer Related | 35.3 | % | 32.1 | % | 33.2 | % | |||
Brewpubs | 6.7 | % | 13.6 | % | 12.9 | % | |||
Total | 31.5 | % | 29.4 | % | 30.5 | % | |||
The increases in Beer Related Gross profit and gross margin rate in 2017 compared to 2016 were primarily due to increased unit pricing and higher alternating proprietorship volume, as well as a $2.2 million increase in the ABWI international distribution fee earned and $1.8 million of additional fees earned from Pabst related to contract brewing volume shortfall and termination fees in 2017 compared to 2016, and a decrease in distribution rates on a per barrel basis. The favorable benefits to Beer Related Gross profit were partially offset by an increase in brewery costs on a per barrel basis and a decrease in shipment volume.
The decrease in the Beer Related Gross profit in 2016 compared to 2015 was primarily due to the increase in brewery costs per barrel at our owned breweries as we temporarily closed our most efficient brewery in Portland, Oregon in the first quarter of 2016, higher distribution rates per barrel and a decrease in shipment volume, partially offset by an increase in unit pricing, decreased component materials costs, fees earned from Pabst and ABWI, and increased alternating proprietorship fees earned.
The decrease in the Beer Related gross margin rate in 2016 compared to 2015 was primarily due to higher brewery and distribution costs per barrel, partially offset by fees earned from Pabst and ABWI, as well as improved unit pricing and lower component material costs per barrel. Beer Related gross margin was also negatively impacted by lower capacity utilization at the Woodinville brewery as production volume for owned brands was moved from Woodinville to Portland in anticipation of increased contract brewing volume in Woodinville. Contract brewing volume was lower than anticipated, resulting in under absorption of fixed overhead costs in Woodinville.
The decreases in the Brewpubs Gross profit and gross margin rate in 2017 compared to 2016 were primarily due to decreased guest counts, increased employee related costs and costs related to preparations to open our Seattle brewpub.
The increases in the Brewpubs Gross profit and gross margin rate in 2016 compared to 2015 were primarily due to higher guest counts at our Kona brewpub on the island of Oahu in Hawaii, which has a higher revenue per guest than the Redhook and Widmer Brothers brewpubs, and cost management achievements at both Kona brewpub locations, partially offset by expenses associated with the start up of our Seattle brewpub.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A”) include compensation and related expenses for our sales and marketing activities, management, legal and other professional and administrative support functions.
Information regarding SG&A was as follows (dollars in thousands):
Year Ended December 31, | Dollar Change | % Change | |||||||||||||
2017 | 2016 | ||||||||||||||
$ | 60,463 | $ | 59,224 | $ | 1,239 | 2.1 | % | ||||||||
As a % of Net sales | 29.1 | % | 29.2 | % | |||||||||||
Year Ended December 31, | Dollar Change | % Change | |||||||||||||
2016 | 2015 | ||||||||||||||
$ | 59,224 | $ | 57,932 | $ | 1,292 | 2.2 | % | ||||||||
As a % of Net sales | 29.2 | % | 28.4 | % | |||||||||||
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The increase in SG&A in 2017 compared to 2016 was primarily due to increased professional fees, technology related expenses and an impairment charge of $0.5 million related to the sale of our Woodinville Brewery, partially offset by a $1.0 million contract settlement fee received from Pabst, as well as a decrease in creative and media spend.
The increase in SG&A in 2016 compared to 2015, both in dollars and as a percentage of Net sales, was primarily due to increases in expense related to brand marketing, international support and emerging business, partially offset by decreases in employment costs.
Interest Expense
Information regarding Interest expense was as follows (dollars in thousands):
Year Ended December 31, | Dollar Change | % Change | |||||||||||||
2017 | 2016 | ||||||||||||||
Interest expense | $ | 715 | $ | 709 | $ | 6 | 0.8 | % | |||||||
Year Ended December 31, | Dollar Change | % Change | |||||||||||||
2016 | 2015 | ||||||||||||||
Interest expense | $ | 709 | $ | 572 | $ | 137 | 24.0 | % | |||||||
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Average debt outstanding | $ | 27,189 | $ | 27,548 | $ | 18,530 | ||||||
Average interest rate | 2.08 | % | 1.51 | % | 1.96 | % | ||||||
The increase in Interest expense in 2017 compared to 2016 was primarily due to an increase in our average interest rate, partially offset by a decrease in our average debt outstanding. The decrease in our average debt outstanding was due to principal payments made on our term loan and a decrease in the average amount outstanding on our line of credit, which fluctuates with our operating capital needs.
The increase in Interest expense in 2016 compared to 2015 was primarily due to an increase in our average debt outstanding. Our average debt outstanding increased as we have borrowed on our line of credit facility to support our expansion and growth plans, and to fund our working capital needs. The increase in average debt outstanding was partially offset by the decrease in the average interest rate.
Income Tax Provision (Benefit)
Our effective income tax rate was (135.7)%, (4.6)% and 40.3% in 2017, 2016 and 2015, respectively. The effective income tax rates reflect the impact of non-deductible expenses (primarily meals and entertainment expenses), state and local taxes, tax credits, and income excluded from taxation under the domestic production activities exclusion.
In the second quarter of 2017, we recognized a tax credit of $164,000 for a biofuel project at our New Hampshire brewery. The tax credit was claimed on our 2016 tax return and is based upon a study completed in the second quarter of 2017.
In the fourth quarter of 2017, we recognized the impact of enacted tax legislation, which reduced our federal tax rate from 34% to 21% effective January 1, 2018. This reduction resulted in a $6.9 million decrease to our deferred tax liability, which was recognized as a reduction to our income tax provision in the fourth quarter of 2017, the period of enactment. Before consideration of the effects of tax reform, our income tax provision would have been $1.4 million, for an effective income tax rate of 34.9%. Our accounting for the income tax effects of the new tax legislation is complete, and we do not anticipate adjustments to such accounting in future periods.
Liquidity and Capital Resources
We have required capital primarily for the construction and development of our production breweries, to support our expansion and growth plans, and to fund our working capital needs. Historically, we have financed our capital requirements through cash flows from operations, bank borrowings and the sale of common and preferred stock. We anticipate meeting our obligations for the twelve months beginning January 1, 2018, primarily from cash flows generated from operations, proceeds from the sale of
33
our Woodinville brewery, and borrowing under our line of credit facility as the need arises. Capital resources available to us at December 31, 2017 included $0.6 million of Cash and cash equivalents and $17.8 million available under our line of credit facility.
We had $38.0 million and $13.1 million of working capital and our debt as a percentage of total capitalization (total debt and common shareholders’ equity) was 20.3% and 19.6% at December 31, 2017 and 2016, respectively.
A summary of our cash flow information was as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Net cash provided by operating activities | $ | 16,778 | $ | 7,444 | $ | 11,562 | ||||||
Net cash used in investing activities | (20,348 | ) | (16,572 | ) | (16,174 | ) | ||||||
Net cash provided by financing activities | 3,707 | 8,659 | 4,542 | |||||||||
Increase (decrease) in cash and cash equivalents | $ | 137 | $ | (469 | ) | $ | (70 | ) | ||||
Cash provided by operating activities of $16.8 million in 2017 resulted from our Net income of $9.5 million, net non-cash expenses of $7.8 million, and changes in our operating assets and liabilities as discussed in more detail below.
Accounts receivable, net, increased $3.8 million to $27.8 million at December 31, 2017, compared to $24.0 million at December 31, 2016. This increase was primarily due to a $4.7 million increase in our receivable from A-B to a total of $20.7 million at December 31, 2017, primarily due to the $5.0 million international distribution agreement fee from ABWI outstanding at December 31, 2017, which was received in January 2018, compared to the $3.0 million fee outstanding at December 31, 2016, as well as a change in A-B payment terms from 15 days to 30 days. Historically, we have not had collection problems related to our accounts receivable.
Inventories decreased $5.3 million to $13.8 million at December 31, 2017, compared to $19.1 million at December 31, 2016, primarily due to decreases in raw materials, work in progress, and finished goods as a result of having production begin at ABCS where we do not own the inventory, as well as ceasing production at our Washington brewery and at our partner brewery in Memphis, where we owned the inventory.
Accounts payable decreased $1.8 million to $14.3 million at December 31, 2017, compared to $16.1 million at December 31, 2016, primarily due to the timing of payments for capital projects, as well as a decrease in our raw material inventory. The portion of our payable to A-B that is included in our Accounts payable totaled $4.8 million at December 31, 2017, which is slightly higher than the balance at December 31, 2016, primarily due to the timing of payments related to our contract brewing relationship with ABCS.
As of December 31, 2017 we had the following net operating loss carryforwards (“NOLs”) and federal credit carry forwards available to offset payment of future income taxes:
• | state NOLs of $26,000, tax-effected; |
• | federal NOL of $0.2 million, tax-effected; |
• | federal alternative minimum tax (“AMT”) credit carry forwards of $0.3 million; and |
• | federal employer FICA tips credit of $0.7 million. |
We anticipate that we will utilize the remaining NOLs and federal credit carry forwards in the near future and, accordingly, once utilized, we will be required to satisfy all of our income tax obligations with cash. The AMT credit carryforward is refundable over the next five years pursuant to recently enacted tax legislation. As such, the carryforward is recognized as a tax receivable on our Consolidated Balance Sheets at December 31, 2017.
Capital expenditures of $18.3 million in 2017 were primarily directed to beer production capacity and efficiency improvements and Brewpubs remodeling. As of December 31, 2017, we had an additional $0.5 million of expenditures recorded in Accounts payable on our Consolidated Balance Sheets, compared to $0.9 million at December 31, 2016. Beginning in 2015, we invested approximately $10 million in our Oregon Brewery to expand capacity; the project was completed in the fourth quarter of 2017. Also beginning in 2015 through expected completion in 2019, we are investing approximately $20 million in a new Hawaiian Brewery. We anticipate capital expenditures of approximately $16 million to $19 million in 2018, primarily for our new Kona brewery and the addition of a new can line in our Portland brewery to address consumer demand.
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Loan Agreement
We have a loan agreement (as amended, the “Loan Agreement”) with Bank of America, N.A., which consists of a $40 million revolving line of credit (“Line of Credit”), including provisions for cash borrowings and up to $2.5 million notional amount of letters of credit, and a $10.8 million term loan (“Term Loan”). We may draw upon the Line of Credit for working capital and general corporate purposes until expiration on November 30, 2020. The maturity date of the Term Loan is September 30, 2023. At December 31, 2017, we had $22.2 million of borrowings outstanding under the Line of Credit and $9.2 million outstanding under the Term Loan.
As discussed in Note 21 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report, we completed the sale of our Woodinville, Washington brewery on January 12, 2018 for a total selling price of $24.5 million. We used proceeds from the sale to fully pay down our Line of Credit effective January 26, 2018.
Under the Loan Agreement, interest accrues at an annual rate based on the London Inter-Bank Offered Rate (“LIBOR”) Daily Floating Rate plus a marginal rate. The marginal rate varies from 0.75% to 1.75% for the Line of Credit and Term Loan based on our funded debt ratio. At December 31, 2017, our marginal rate was 0.75% resulting in an annual interest rate of 2.26%.
Accrued interest for the Term Loan is due and payable monthly. Principal payments on the Term Loan are due monthly in accordance with an agreed-upon schedule set forth in the Loan Agreement, with any unpaid principal balance and unpaid accrued interest due and payable on September 30, 2023.
The Loan Agreement authorizes acquisitions within the same line of business as long as we remain in compliance with the financial covenants of the Loan Agreement and there is at least $5.0 million of availability remaining on the Line of Credit following the acquisition.
Contractual Commitments and Obligations
The following is a summary of our contractual commitments and obligations as of December 31, 2017 (in thousands):
Payments Due By Period | ||||||||||||||||||||
Contractual Obligations | Total | 2018 | 2019 and 2020 | 2021 and 2022 | 2023 and beyond | |||||||||||||||
Term loan | $ | 9,244 | $ | 422 | $ | 901 | $ | 973 | $ | 6,948 | ||||||||||
Interest on term loan(1) | 522 | 102 | 189 | 168 | 63 | |||||||||||||||
Line of credit | 22,199 | — | 22,199 | — | — | |||||||||||||||
Interest on line of credit(1) | 284 | 97 | 187 | — | — | |||||||||||||||
Operating leases | 36,400 | 9,179 | 3,753 | 2,755 | 20,713 | |||||||||||||||
Capital leases | 2,059 | 333 | 862 | 465 | 399 | |||||||||||||||
Purchase commitments | 24,036 | 11,839 | 8,952 | 3,245 | — | |||||||||||||||
Sponsorship obligations | 3,547 | 1,663 | 1,017 | 867 | — | |||||||||||||||
Interest rate swap(2) | 1,195 | 267 | 499 | 312 | 117 | |||||||||||||||
$ | 99,486 | $ | 23,902 | $ | 38,559 | $ | 8,785 | $ | 28,240 | |||||||||||
(1) | The variable interest rate on our Term Loan and Line of Credit was 2.26% at December 31, 2017. |
(2) | The fixed rates on our interest rate swaps are 2.86% and 1.28%. We pay interest at the fixed rate and receive interest at the Benchmark Rate, which was 1.49% at December 31, 2017. |
See Notes 9 and 17 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report for additional information.
Inflation
We believe that the impact of inflation was minimal on our business in 2017, 2016 and 2015.
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Critical Accounting Policies and Estimates
Our financial statements are based upon the selection and application of significant accounting policies that require management to make significant estimates and assumptions. Judgments and uncertainties affecting the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. Our estimates are based upon historical experience, market trends and financial forecasts and projections, and upon various other assumptions that management believes to be reasonable under the circumstances at various points in time. Actual results may differ, potentially significantly, from these estimates.
Goodwill and Other Indefinite-Lived Intangible Assets
We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis, or as indicators of impairment are present. We have an option to first assess certain qualitative factors for indications of impairment in order to determine whether it is necessary to perform the quantitative, two-step impairment test. If we choose not to first perform the qualitative test, or we determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, we perform the quantitative two-step impairment test.
Our goodwill and other indefinite-lived intangible assets impairment loss calculations contain uncertainties because they require management to make assumptions in the qualitative assessment of relevant events and circumstances and to estimate the fair value of our reporting units and indefinite-lived intangible assets, including estimating future cash flows. These calculations contain uncertainties because they require management to make assumptions and apply judgment to estimate economic factors and the profitability of future business operations and, if necessary, the fair value of a reporting unit’s assets and liabilities. Further, our ability to realize the future cash flows used in our fair value calculations is affected by changes in such factors as our operating performance, our business strategies, our industry and economic conditions.
We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill. Based on the results of our annual impairment test for goodwill and other indefinite-lived intangible assets, no impairment was recorded. We believe, based on our assessment discussed above, that our goodwill and other indefinite-lived intangible assets are not at risk of impairment. However, if actual results are not consistent with our estimates or assumptions or there are significant changes in any of these estimates, projections or assumptions, the fair value of these assets in future measurement periods could be materially affected, resulting in an impairment that could have a material adverse effect on our results of operations.
Refundable Deposits on Kegs
We distribute our draft beer in kegs that are owned by us and are reflected as a component of Property, equipment and leasehold improvements 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, we collect a refundable deposit, reflected as a current liability in our Consolidated Balance Sheets. Upon return of the keg to us, the deposit is refunded to the wholesaler. When a wholesaler cannot account for some of our kegs for which it is responsible, it pays us a fixed fee and forfeits its deposit for each keg determined to be lost. 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 similarities between kegs owned by most brewers, and the relatively low deposit collected on each keg when compared with the market value of the keg. We believe that this is an industry-wide issue and our loss experience is typical of the industry. In order to estimate forfeited deposits attributable to lost kegs, we periodically use internal records, A-B records, other third-party records, and historical information to estimate the physical count of kegs held by wholesalers and A-B.
These estimates affect the amount recorded as brewery equipment and refundable deposits as of the date of the consolidated financial statements. The actual liability for refundable deposits could differ from estimates.
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.
We recognize revenue related to non-refundable payments to be received on specified dates throughout a contract term on a straight-line basis over the life of the related contract or contracts.
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Deferred Taxes
Deferred tax assets arise from the tax benefit of amounts expensed for financial reporting purposes but not yet deducted for tax purposes and from unutilized tax credits and net operating loss carry forwards. We evaluate our deferred tax assets on a regular basis to determine if a valuation allowance is required. To the extent it is determined the recoverability of the deferred tax assets is not more likely than not, we will record a valuation allowance against deferred tax assets. If we are unable to generate adequate taxable income in future periods or our assessment that it is more likely than not that certain deferred tax assets will be realized is otherwise not accurate, we may incur charges in future periods to record a valuation allowance on our gross deferred tax assets.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Recent Accounting Pronouncements
See Note 3 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We have assessed our vulnerability to certain market risks, including interest rate risk associated with financial instruments included in Cash and cash equivalents and Long-term debt. To mitigate this risk, on January 23, 2014, we entered into an $8.0 million notional amount interest rate swap agreement, which expires September 29, 2023, to hedge the variability of interest payments associated with our variable-rate borrowings on our term loan. On November 25, 2015, we entered into a $9.1 million notional amount interest rate swap agreement effective January 4, 2016, which expires January 1, 2019, to hedge the variability of interest payments associated with our variable-rate borrowings on our line of credit. The notional amount fluctuates based on a predefined schedule based on our anticipated borrowings. Since the interest rate swaps hedge the variability of interest payments on variable rate debt with similar terms, they qualify for cash flow hedge accounting treatment. These interest rate swaps fully hedge our term loan and line of credit outstanding, reducing our overall interest rate risk. As of December 31, 2017, we had unhedged variable-rate debt outstanding of $2.3 million on our term loan and $13.1 million on our line of credit. A 10% increase or decrease in the interest rate on our variable-rate debt would not have a material effect on our financial position, results of operations or cash flows.
Due to the nature of our highly liquid Cash and cash equivalents, an increase or decrease in interest rates would not materially affect the fair value of our cash or the related interest income.
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Item 8. Financial Statements and Supplementary Data
Unaudited quarterly financial data for each of the eight quarters in the two-year period ended December 31, 2017 is as follows:
2017 (In thousands, except per share data) | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||
Net sales(1) | $ | 44,302 | $ | 60,550 | $ | 56,638 | $ | 45,966 | ||||||||
Cost of sales | 31,633 | 42,221 | 37,254 | 31,090 | ||||||||||||
Gross profit | 12,669 | 18,329 | 19,384 | 14,876 | ||||||||||||
Selling, general and administrative expenses(2) | 15,469 | 15,560 | 16,328 | 13,106 | ||||||||||||
Operating income (loss) | (2,800 | ) | 2,769 | 3,056 | 1,770 | |||||||||||
Interest expense and Other expense, net | (178 | ) | (163 | ) | (238 | ) | (175 | ) | ||||||||
Income (loss) before income taxes | (2,978 | ) | 2,606 | 2,818 | 1,595 | |||||||||||
Income tax provision (benefit)(3) | (1,191 | ) | 882 | 1,067 | (6,240 | ) | ||||||||||
Net income (loss) | $ | (1,787 | ) | $ | 1,724 | $ | 1,751 | $ | 7,835 | |||||||
Income (loss) per share:(4) | ||||||||||||||||
Basic | $ | (0.09 | ) | $ | 0.09 | $ | 0.09 | $ | 0.41 | |||||||
Diluted | $ | (0.09 | ) | $ | 0.09 | $ | 0.09 | $ | 0.40 | |||||||
Shares used in basic per share calculation | 19,261 | 19,278 | 19,296 | 19,302 | ||||||||||||
Shares used in diluted per share calculation | 19,261 | 19,389 | 19,443 | 19,507 | ||||||||||||
2016 (In thousands, except per share data) | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter(5) | ||||||||||||
Net sales | $ | 39,222 | $ | 62,278 | $ | 55,203 | $ | 45,804 | ||||||||
Cost of sales | 30,505 | 41,780 | 38,229 | 32,394 | ||||||||||||
Gross profit | 8,717 | 20,498 | 16,974 | 13,410 | ||||||||||||
Selling, general and administrative expenses | 13,924 | 16,548 | 15,876 | 12,876 | ||||||||||||
Operating income (loss) | (5,207 | ) | 3,950 | 1,098 | 534 | |||||||||||
Interest expense and Other expense, net | (141 | ) | (181 | ) | (179 | ) | (180 | ) | ||||||||
Income (loss) before income taxes | (5,348 | ) | 3,769 | 919 | 354 | |||||||||||
Income tax provision (benefit) | (2,139 | ) | 1,508 | 367 | 278 | |||||||||||
Net income (loss) | $ | (3,209 | ) | $ | 2,261 | $ | 552 | $ | 76 | |||||||
Basic and diluted net income (loss) per share(4) | $ | (0.17 | ) | $ | 0.12 | $ | 0.03 | $ | — | |||||||
Shares used in basic per share calculation | 19,179 | 19,216 | 19,244 | 19,259 | ||||||||||||
Shares used in diluted per share calculation | 19,179 | 19,232 | 19,343 | 19,361 | ||||||||||||
(1) | During the fourth quarter, Net sales includes a $1.7 million fee from Pabst, related to the termination of the brewing agreements. |
(2) | During the fourth quarter, Selling, general and administrative expenses includes a $1.0 million fee from Pabst, related to the termination of a purchase option agreement, as well as, a $0.5 million impairment charge related to the sale of our Woodinville brewery. |
(3) | During the fourth quarter, the income tax benefit includes a $6.9 million benefit related to the effect on our deferred tax assets and liabilities of a change in Federal income tax rates from 34% to 21%. |
(4) | Basic and diluted net income (loss) per share may not sum to the full year as presented on the Consolidated Statements of Operations due to rounding. |
(5) | During the preparation of our financial statements for the year ended December 31, 2016, we determined that we had incorrectly (i) accounted for certain fees payable to us by A-B in connection with the International Distribution Agreement, (ii) classified reimbursements for Selling, general and administrative costs as revenue, and (iii) accounted for a severance benefit that had no future obligation on the part of the former employee. Based on our analysis of quantitative and qualitative factors, we believe the errors are immaterial to prior periods. Accordingly, the following adjustments were made to our fourth quarter results: a reduction to Net sales and gross profit of $1.3 million and a reduction to Selling, general and administrative expenses of $0.6 million, for a net reduction to our Income (loss) before income taxes of $0.7 million. |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Craft Brew Alliance, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Craft Brew Alliance, Inc. (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 7, 2018 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Moss Adams LLP
Portland, Oregon
March 7, 2018
We have served as the Company’s auditor since 2004.
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CRAFT BREW ALLIANCE, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
December 31, | |||||||
2017 | 2016 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 579 | $ | 442 | |||
Accounts receivable, net | 27,784 | 24,008 | |||||
Inventory, net | 13,844 | 19,091 | |||||
Assets held for sale | 22,946 | — | |||||
Other current assets | 4,335 | 2,495 | |||||
Total current assets | 69,488 | 46,036 | |||||
Property, equipment and leasehold improvements, net | 106,283 | 121,970 | |||||
Goodwill | 12,917 | 12,917 | |||||
Intangible, equity method investment and other assets, net | 20,949 | 19,482 | |||||
Total assets | $ | 209,637 | $ | 200,405 | |||
Liabilities and Shareholders' Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 14,338 | $ | 16,076 | |||
Accrued salaries, wages and payroll taxes | 5,877 | 4,967 | |||||
Refundable deposits | 4,816 | 6,486 | |||||
Other accrued expenses | 5,753 | 4,108 | |||||
Current portion of long-term debt and capital lease obligations | 699 | 1,317 | |||||
Total current liabilities | 31,483 | 32,954 | |||||
Long-term debt and capital lease obligations, net of current portion | 32,599 | 27,946 | |||||
Fair value of derivative financial instruments | 221 | 424 | |||||
Deferred income tax liability, net | 12,886 | 18,181 | |||||
Other liabilities | 1,657 | 1,239 | |||||
Total liabilities | 78,846 | 80,744 | |||||
Commitments and contingencies (Note 17) | |||||||
Common shareholders' equity: | |||||||
Common stock, $0.005 par value. Authorized 50,000,000 shares; issued and outstanding 19,309,829 and 19,261,245 | 96 | 96 | |||||
Additional paid-in capital | 142,196 | 140,687 | |||||
Accumulated other comprehensive loss | (164 | ) | (262 | ) | |||
Accumulated deficit | (11,337 | ) | (20,860 | ) | |||
Total common shareholders' equity | 130,791 | 119,661 | |||||
Total liabilities and common shareholders' equity | $ | 209,637 | $ | 200,405 | |||
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Sales | $ | 219,547 | $ | 215,627 | $ | 218,581 | |||||
Less excise taxes | 12,091 | 13,120 | 14,413 | ||||||||
Net sales | 207,456 | 202,507 | 204,168 | ||||||||
Cost of sales | 142,198 | 142,908 | 141,972 | ||||||||
Gross profit | 65,258 | 59,599 | 62,196 | ||||||||
Selling, general and administrative expenses | 60,463 | 59,224 | 57,932 | ||||||||
Operating income | 4,795 | 375 | 4,264 | ||||||||
Interest expense | (715 | ) | (709 | ) | (572 | ) | |||||
Other income (expense), net | (39 | ) | 28 | 26 | |||||||
Income (loss) before income taxes | 4,041 | (306 | ) | 3,718 | |||||||
Income tax provision (benefit) | (5,482 | ) | 14 | 1,500 | |||||||
Net income (loss) | $ | 9,523 | $ | (320 | ) | $ | 2,218 | ||||
Basic and diluted net income (loss) per share | $ | 0.49 | $ | (0.02 | ) | $ | 0.12 | ||||
Shares used in basic per share calculations | 19,284 | 19,225 | 19,152 | ||||||||
Shares used in diluted per share calculations | 19,447 | 19,225 | 19,175 | ||||||||
The accompanying notes are an integral part of these financial statements.
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CRAFT BREW ALLIANCE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Net income (loss) | $ | 9,523 | $ | (320 | ) | $ | 2,218 | |||||
Unrealized gain (loss) on derivative hedge transactions, net of tax | 98 | 90 | (40 | ) | ||||||||
Comprehensive income (loss) | $ | 9,621 | $ | (230 | ) | $ | 2,178 | |||||
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)
Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Total Common Shareholders' Equity | ||||||||||||||||||||
Shares | Par Value | Accumulated Deficit | |||||||||||||||||||||
Balance at December 31, 2014 | 19,115 | $ | 96 | $ | 138,391 | $ | (312 | ) | $ | (22,758 | ) | $ | 115,417 | ||||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 18 | — | 93 | — | — | 93 | |||||||||||||||||
Stock-based compensation, net of shares withheld for tax payments | 46 | — | 1,157 | — | — | 1,157 | |||||||||||||||||
Tax benefit related to stock options | — | — | 44 | — | — | 44 | |||||||||||||||||
Unrealized losses on derivative financial instruments, net of tax benefit of $26 | — | — | — | (40 | ) | — | (40 | ) | |||||||||||||||
Tax payments related to stock-based awards | — | — | (151 | ) | — | — | (151 | ) | |||||||||||||||
Net income | — | — | — | — | 2,218 | 2,218 | |||||||||||||||||
Balance at December 31, 2015 | 19,179 | 96 | 139,534 | (352 | ) | (20,540 | ) | 118,738 | |||||||||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 20 | — | 172 | — | — | 172 | |||||||||||||||||
Stock-based compensation, net of shares withheld for tax payments | 62 | — | 1,087 | — | — | 1,087 | |||||||||||||||||
Unrealized gains on derivative financial instruments, net of tax of $55 | — | — | — | 90 | — | 90 | |||||||||||||||||
Tax payments related to stock-based awards | — | — | (106 | ) | — | — | (106 | ) | |||||||||||||||
Net loss | — | — | — | — | (320 | ) | (320 | ) | |||||||||||||||
Balance at December 31, 2016 | 19,261 | 96 | 140,687 | (262 | ) | (20,860 | ) | 119,661 | |||||||||||||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 25 | — | 219 | — | — | 219 | |||||||||||||||||
Stock-based compensation, net of shares withheld for tax payments | 24 | — | 1,317 | — | — | 1,317 | |||||||||||||||||
Unrealized gains on derivative financial instruments, net of tax of $105 | — | — | — | 98 | — | 98 | |||||||||||||||||
Tax payments related to stock-based awards | — | — | (27 | ) | — | — | (27 | ) | |||||||||||||||
Net income | — | — | — | — | 9,523 | 9,523 | |||||||||||||||||
Balance at December 31, 2017 | 19,310 | $ | 96 | $ | 142,196 | $ | (164 | ) | $ | (11,337 | ) | $ | 130,791 | ||||||||||
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CRAFT BREW ALLIANCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | 9,523 | $ | (320 | ) | $ | 2,218 | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 10,457 | 10,862 | 9,722 | ||||||||
Loss on sale or disposal of Property, equipment and leasehold improvements | 428 | 96 | 343 | ||||||||
Deferred income taxes | (5,400 | ) | 360 | 876 | |||||||
Stock-based compensation | 1,316 | 1,087 | 1,157 | ||||||||
Impairment of assets held for sale | 493 | — | — | ||||||||
Excess tax benefit from employee stock plans | — | — | (44 | ) | |||||||
Other | 539 | 654 | (283 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable, net | (3,776 | ) | (5,082 | ) | (7,185 | ) | |||||
Inventories | 5,500 | (1,614 | ) | 1,295 | |||||||
Other current assets | (1,840 | ) | (55 | ) | 1,973 | ||||||
Accounts payable and other accrued expenses | 277 | 1,515 | 3,151 | ||||||||
Accrued salaries, wages and payroll taxes | 910 | (501 | ) | 354 | |||||||
Refundable deposits | (1,649 | ) | 442 | (2,015 | ) | ||||||
Net cash provided by operating activities | 16,778 | 7,444 | 11,562 | ||||||||
Cash flows from investing activities: | |||||||||||
Expenditures for Property, equipment and leasehold improvements | (18,342 | ) | (15,722 | ) | (15,653 | ) | |||||
Proceeds from sale of Property, equipment and leasehold improvements | 95 | 75 | 412 | ||||||||
Expenditures for long-term deposits | — | (925 | ) | (933 | ) | ||||||
Investment in Wynwood | (2,101 | ) | — | — | |||||||
Net cash used in investing activities | (20,348 | ) | (16,572 | ) | (16,174 | ) | |||||
Cash flows from financing activities: | |||||||||||
Principal payments on debt and capital lease obligations | (709 | ) | (605 | ) | (1,094 | ) | |||||
Net borrowings under revolving line of credit | 4,224 | 9,198 | 5,737 | ||||||||
Proceeds from issuances of common stock | 219 | 172 | 93 | ||||||||
Debt issuance costs | — | — | (87 | ) | |||||||
Tax payments related to stock-based awards | (27 | ) | (106 | ) | (151 | ) | |||||
Excess tax benefit from employee stock plans | — | — | 44 | ||||||||
Net cash provided by financing activities | 3,707 | 8,659 | 4,542 | ||||||||
Increase (decrease) in Cash and cash equivalents | 137 | (469 | ) | (70 | ) | ||||||
Cash and cash equivalents: | |||||||||||
Beginning of period | 442 | 911 | 981 | ||||||||
End of period | $ | 579 | $ | 442 | $ | 911 | |||||
Supplemental disclosure of cash flow information: | |||||||||||
Cash paid for interest | $ | 716 | $ | 667 | $ | 629 | |||||
Cash paid for income taxes, net | 1,158 | 587 | 398 | ||||||||
Supplemental disclosure of non-cash information: | |||||||||||
Purchases of Property, equipment and leasehold improvements with capital leases | $ | 521 | $ | 1,173 | $ | — | |||||
Purchases of Property, equipment and leasehold improvements included in Accounts payable at end of period | 519 | 889 | 1,334 | ||||||||
The accompanying notes are an integral part of these financial statements.
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Note 1. Nature of Operations
Overview
Craft Brew Alliance, Inc. ("CBA") is the sixth largest craft brewing company in the U.S. and a leader in brewing, branding, and bringing to market world-class American craft beers.
Our distinctive portfolio combines the power of Kona Brewing Company, a fast-growing national craft beer brand, with strong regional craft breweries and innovative lifestyle brands, Appalachian Mountain Brewery, Cisco Brewers, Omission Brewing Co., Redhook Brewery, Square Mile Cider Co., Widmer Brothers Brewing, and Wynwood Brewing Co. We nurture the growth and development of our brands in today’s increasingly competitive beer market through our state-of-the-art brewing and distribution capability, integrated sales and marketing infrastructure, and strong focus on partnerships, local community and sustainability.
CBA was formed in 2008 through the merger of Redhook Brewery and Widmer Brothers Brewing, the two largest craft brewing pioneers in the Northwest at the time. Following a successful strategic brewing and distribution partnership, Kona Brewing Co. joined CBA in 2010 and has become one of the top craft brands in the U.S. As part of CBA, Kona has expanded its reach across all 50 U.S. states and approximately 30 international markets, while remaining deeply rooted in its home of Hawaii.
As the craft beer market continues to grow and consumers increasingly demand more local offerings, Craft Brew Alliance has expanded its portfolio of brands and maximized its brewing footprint through strategic partnerships with emerging craft beer brands in targeted markets. From 2015 to 2016, we formed strategic partnerships with Appalachian Mountain Brewery, based in Boone, North Carolina; Cisco Brewers, based in Nantucket, Massachusetts; and Wynwood Brewing Co., based in the heart of Miami’s vibrant multicultural arts district. Through these strategic partnerships, we gain local relevance in select beer geographies, while our partner breweries gain access to our world-class leadership and national brewing and sales infrastructure to grow their brands.
Publicly traded on NASDAQ under the ticker symbol BREW, Craft Brew Alliance is headquartered in Portland, Oregon and operates breweries and brewpubs across the U.S.
We proudly brew and package our craft beers in three company-owned production breweries located in Portland, Oregon; Portsmouth, New Hampshire; and Kailua-Kona, Hawaii. In 2017, we completed the process of transitioning CBA brewing volume out of a partner brewery in Memphis, as part of a previous alternating proprietorship brewing arrangement, into Anheuser-Busch’s Fort Collins, Colorado brewery to leverage a contract brewing agreement with A-B Commercial Strategies, LLC (“ABCS”), an affiliate of Anheuser-Busch, LLC (“A-B”) established in 2016. Additionally, we own and operate three innovation breweries in Portland, Oregon; Seattle, Washington; and Portsmouth, New Hampshire, which are primarily used for small-batch production and limited-release brews offered primarily in our brewpubs and brands’ home markets.
We distribute our beers to retailers through wholesalers that are aligned with the A-B network. These sales are made pursuant to a Master Distributor Agreement (the “A-B Distributor Agreement”) with A-B, which extends through 2028. As a result of this distribution arrangement, we believe that, under alcohol beverage laws in a majority of states, these wholesalers would own the exclusive right to distribute our beers in their respective markets if the A-B Distributor Agreement expires or is terminated. In 2017, Kona beers were distributed in all 50 states. As increased competition put increasing pressure on craft brands outside of their home markets, we continued ongoing work to retrench and stabilize Widmer Brothers and Redhook in the Pacific Northwest. We expanded distribution of Appalachian Mountain Brewery, Cisco Brewers, and Wynwood Brewing Co. across their respective home markets of North Carolina, New England, and South Miami.
Separate from our A-B wholesalers, we maintain an internal independent sales and marketing organization with resources across the key functions of brand management, field marketing, field sales, and national retail sales.
We operate in two segments: Beer Related operations and Brewpubs operations. Beer Related operations include the brewing, and domestic and international sales, of craft beers and ciders from our breweries. Brewpubs operations include our five brewpubs, four of which are located adjacent to our Beer Related operations, other merchandise sales, and sales of our beers directly to customers.
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.
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Note 2. Significant Accounting Policies
Cash and Cash Equivalents
We maintain cash balances with financial institutions that may exceed federally insured limits. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2017 and 2016, we did not have any cash equivalents.
Under our cash management system, we utilize a controlled disbursement account to fund cash distribution checks presented for payment by the holder. Checks issued but not yet presented to banks may result in overdraft balances for accounting purposes. As of December 31, 2017 there were no bank overdrafts. As of December 31, 2016 there were $1.1 million of bank overdrafts. Changes in bank overdrafts from period to period are reported in the Consolidated Statements of Cash Flows as a component of operating activities within Accounts payable and Other accrued expenses.
Accounts Receivable
Accounts receivable primarily consists 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, 2017 and 2016.
Activity related to our allowance for doubtful accounts was immaterial in 2017, 2016 and 2015.
Inventories
Inventories, except for pub food, beverages and supplies, are stated at the lower of standard cost or net realizable value. Pub food, beverages and supplies are stated at the lower of cost or net realizable value.
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 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, 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 Operations.
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 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. 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 Operations. During 2017, a $0.5 million impairment charge was recorded as a component of Selling, general and administrative expenses related to the sale of our Woodinville brewery (see Note 20). There were no impairments recorded during 2016 or 2015.
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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
Goodwill is not amortized but rather is reviewed for impairment at least annually, or more frequently if an event occurs or circumstances change that indicate that the carrying value may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the conclusion is that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform a two-step goodwill impairment test. Under the first step, the fair value of the reporting unit is compared to its carrying value, and, if an indication of goodwill impairment exists in the reporting unit, the second step of the impairment test is performed to measure the amount of any impairment loss. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill as determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. 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 and 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, 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.
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. Our Consolidated Balance Sheets included $4.5 million and $6.3 million at December 31, 2017 and 2016, respectively, in Refundable deposits on kegs and $10.0 million and $10.8 million, respectively, in keg equipment, net of accumulated depreciation, included as a component of Property, equipment and leasehold improvements, net.
Concentrations of Risk
Financial instruments that potentially subject us to credit risk consist principally of Accounts receivable. While wholesalers and A-B account for substantially all 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 (Loss)
Comprehensive income (loss) 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.
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We recognize revenue on retail sales at the time of sale and we recognize revenue from events at the time of the event.
We recognize revenue related to non-refundable payments to be received on specified dates throughout a contract term on a straight-line basis over the life of the related contract or contracts.
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 $7.00 per barrel on the first 60,000 barrels of beer removed for consumption or sale during the calendar year, and $18.00 per barrel for each barrel in excess of 60,000 barrels. Beginning in 2018, as a result of the “Tax Cuts and Jobs Act,” our federal excise tax rate on beer will decrease from $7.00 per barrel to $3.50 per barrel on the first 60,000 barrels of beer removed for consumption or sale during the calendar year, and from $18.00 per barrel to $16.00 per barrel for each barrel in excess of 60,000 barrels. These lower rates currently expire at the end of 2019. Individual states also impose excise taxes on alcoholic beverages in varying amounts. As presented in our Consolidated Statements of Operations, 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 Operations, are reduced by applicable federal and state excise taxes.
Taxes Collected from Customers and Remitted to Governmental Authorities
We account for tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction (i.e., sales, use, value added) on a net (reduction of revenue) basis.
Shipping and Handling Costs
Costs incurred to ship our product are included in Cost of sales in our Consolidated Statements of Operations.
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, 2017, 2016 and 2015, we recognized costs for all of these activities totaling $14.8 million, $14.6 million and $16.2 million, respectively, which are reflected as Selling, general and administrative expenses in our Consolidated Statements of Operations.
Advertising expenses 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 Operations. Pricing discounts to wholesalers are recorded as a reduction of Sales in our Consolidated Statements of Operations.
Stock-Based Compensation
The fair value of restricted stock unit awards is determined based on the number of units 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 additional compensation expense will be recognized and any previously recognized compensation expense would be reversed.
Legal Costs
We are a party to legal proceedings arising in the normal course of business. We accrue for certain legal costs, including attorney fees, as well as potential settlement amounts and other losses related to various legal proceedings that are estimable and probable. If not estimable and probable, legal costs are expensed as incurred as a component of Selling, general and administrative expenses.
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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, 2017 and 2016, we did not have any unrecognized tax benefits or any interest and penalties accrued on unrecognized tax benefits.
In the fourth quarter of 2017, we recognized the impact of enacted tax legislation, which reduced our federal tax rate from 34% to 21% effective January 1, 2018. This reduction resulted in a $6.9 million decrease to our deferred tax liability, which was recognized as a reduction to our income tax provision in the fourth quarter of 2017, the period of enactment. Our accounting for the income tax effects of the new tax legislation is complete, and we do not anticipate adjustments to such accounting in future periods.
Segment Information
Our chief operating decision maker monitors Net sales and gross margins of our Beer Related operations and our Brewpubs operations. Beer Related operations include the brewing operations and related domestic and international beer and cider sales of our Kona, Widmer Brothers, Redhook and Omission beer brands and Square Mile cider brand. Brewpubs operations primarily include our brewpubs, 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.
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.
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.
Note 3. Recent Accounting Pronouncements
ASU 2017-12
In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018, on a prospective basis. We do not expect the adoption of ASU 2017-12 to have a material effect on our financial position, results of operations or cash flows.
ASU 2017-09
In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting." ASU 2017-09 provides clarity and is expected to reduce both diversity in practice and the cost and complexity when accounting for a change to the terms of a stock-based award. ASU 2017-09 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017, on a prospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material effect on our financial position, results of operations or cash flows.
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ASU 2017-04
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material effect on our financial position, results of operations or cash flows.
ASU 2016-15
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 addresses eight specific cash flow issues and how they should be reported on the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. We do not expect the adoption of ASU 2016-15 to have a material effect on our financial position, results of operations or cash flows.
ASU 2016-13
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)." ASU 2016-13 addresses accounting for credit losses for assets that are not measured at fair value through net income on a recurring basis. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted for fiscal years beginning after December 15, 2018. We do not expect the adoption of ASU 2016-13 to have a material effect on our financial position, results of operations or cash flows.
ASU 2016-02
In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. We are still evaluating any potential impact that adoption of ASU 2016-02 may have on our financial position, results of operations or cash flows.
ASU 2016-01
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10)." ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by addressing certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments simplify certain requirements and also reduce diversity in current practice for other requirements. ASU 2016-01 is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Except for the early application guidance specifically allowed in ASU 2016-01, early adoption is not permitted. We do not expect the adoption of ASU 2016-01 to have a material effect on our financial position, results of operations or cash flows.
ASU 2015-17
In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes." ASU 2015-17 simplifies the presentation of deferred income taxes, and requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments apply to all entities that present a classified statement of financial position and aligns the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards. ASU 2015-17 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted this new accounting standard retrospectively in the first quarter of 2017. As of December 31, 2017 and December 31, 2016, we had $0.8 million and $2.1 million of current deferred tax assets that are now classified as noncurrent on the Consolidated Balance Sheets under this new accounting standard.
ASU 2015-11
In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)." ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out ("LIFO") method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. The adoption of ASU 2015-11 in the first quarter of 2017 did not have a material effect on our financial position, results of operations or cash flows.
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ASU 2014-09, ASU 2016-10 and ASU 2016-12
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09, as amended, affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09, as amended, is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.
In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing." ASU 2016-10 clarifies aspects of Topic 606 related to identifying performance obligations and the licensing implementation guidance, while retaining the related core principles for those areas. The effective date and transition requirements for ASU 2016-10 are the same as the effective date and transition requirements in ASU 2014-09.
In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients." ASU 2016-12 clarifies aspects of Topic 606 related to the guidance on assessing collectibility, presentation of sales taxes, non-cash consideration, and completed contracts and contract modifications. The effective date and transition requirements for ASU 2016-12 are the same as the effective date and transition requirements in ASU 2014-09.
The standards permit either the retrospective or the modified retrospective (cumulative effect) transition method. We have elected the modified retrospective transition method and are currently evaluating the impact of adopting Topic 606 on January 1, 2018. We are currently preparing to implement changes to its accounting policies and controls to support the new revenue recognition and disclosure requirements.
Note 4. Inventories
Inventories consisted of the following (in thousands):
December 31, | |||||||
2017 | 2016 | ||||||
Raw materials | $ | 4,290 | $ | 6,947 | |||
Work in process | 1,960 | 2,996 | |||||
Finished goods | 5,555 | 6,601 | |||||
Packaging materials | 410 | 567 | |||||
Promotional merchandise | 1,161 | 1,353 | |||||
Pub food, beverages and supplies | 468 | 627 | |||||
$ | 13,844 | $ | 19,091 | ||||
Work in process is beer held in fermentation tanks prior to the filtration and packaging process.
Note 5. Equity Method Investment
On July 12, 2017, we purchased a 24.5% interest in Wynwood Brewing Company, LLC ("Wynwood") for $2.1 million in cash. Our investment is accounted for under the equity method of accounting and is recorded as a component of Intangible, equity method investment and other assets, net on our Consolidated Balance Sheets. The carrying value of our investment was $2.0 million as of December 31, 2017.
See also Note 18.
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Note 6. Other Current Assets and Other Accrued Expenses
Other current assets consisted of the following (in thousands):
December 31, | ||||||||
2017 | 2016 | |||||||
Prepaid property taxes | $ | 534 | $ | 421 | ||||
Prepaid insurance | 518 | 448 | ||||||
Income taxes receivable | 1,153 | 68 | ||||||
Other | 2,130 | 1,558 | ||||||
$ | 4,335 | $ | 2,495 | |||||
Other accrued expenses consisted of the following (in thousands):
December 31, | ||||||||
2017 | 2016 | |||||||
Deferred international distribution fee from ABWI | $ | 3,385 | $ | 1,785 | ||||
Accrued pricing discounts | 1,011 | 933 | ||||||
Other | 1,357 | 1,390 | ||||||
$ | 5,753 | $ | 4,108 | |||||
Note 7. Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements consisted of the following (in thousands):
December 31, | ||||||||
2017 | 2016 | |||||||
Brewery equipment | $ | 97,606 | $ | 113,460 | ||||
Buildings | 32,925 | 56,477 | ||||||
Land and improvements | 3,821 | 7,606 | ||||||
Furniture, fixtures and other equipment | 20,388 | 19,192 | ||||||
Leasehold improvements | 16,239 | 9,786 | ||||||
Vehicles | 106 | 125 | ||||||
Construction in progress | 8,661 | 11,760 | ||||||
179,746 | 218,406 | |||||||
Less accumulated depreciation and amortization | (73,463 | ) | (96,436 | ) | ||||
$ | 106,283 | $ | 121,970 | |||||
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Note 8. Goodwill and Intangible, Equity Method Investment and Other Assets
Goodwill
Goodwill totaled $12.9 million at both December 31, 2017 and 2016 and there were no changes to the goodwill balance during 2017, 2016 or 2015. There are no impairment losses netted against the goodwill balance.
Intangible, Equity Method Investment and Other Assets
Intangible, equity method investment and other assets and the related accumulated amortization were as follows (in thousands):
December 31, | ||||||||
2017 | 2016 | |||||||
Trademarks and domain name | $ | 14,429 | $ | 14,429 | ||||
Recipes | 700 | 700 | ||||||
Distributor agreements | 2,200 | 2,200 | ||||||
Accumulated amortization | (1,393 | ) | (1,247 | ) | ||||
807 | 953 | |||||||
Other | 348 | 348 | ||||||
Accumulated amortization | (255 | ) | (228 | ) | ||||
93 | 120 | |||||||
Intangible assets, net | 16,029 | 16,202 | ||||||
Promotional merchandise | 818 | 1,106 | ||||||
Deposits and other | 2,076 | 2,174 | ||||||
Equity method investment | 2,026 | — | ||||||
Intangible, equity method investment and other assets, net | $ | 20,949 | $ | 19,482 | ||||
Amortization expense was as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Amortization expense | $ | 260 | $ | 199 | $ | 222 | ||||||
Estimated amortization expense to be recorded for the next five fiscal years and thereafter is as follows (in thousands):
2018 | $ | 191 | |
2019 | 172 | ||
2020 | 170 | ||
2021 | 147 | ||
2022 | 147 | ||
Thereafter | 73 | ||
$ | 900 | ||
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Note 9. Debt and Capital Lease Obligations
Long-term debt and capital lease obligations consisted of the following (in thousands):
December 31, | ||||||||
2017 | 2016 | |||||||
Term loan, due September 30, 2023 | $ | 9,244 | $ | 9,653 | ||||
Line of credit, due November 30, 2020 | 22,199 | 17,975 | ||||||
Capital lease obligations for equipment | 1,855 | 1,635 | ||||||
33,298 | 29,263 | |||||||
Less current portion | (699 | ) | (1,317 | ) | ||||
$ | 32,599 | $ | 27,946 | |||||
Required principal payments on outstanding debt obligations as of December 31, 2017 for the next five years and thereafter are as follows (in thousands):
Term Loan | Line of Credit | Capital Lease Obligations | ||||||||||
2018 | $ | 422 | $ | — | $ | 333 | ||||||
2019 | 442 | — | 529 | |||||||||
2020 | 459 | 22,199 | 333 | |||||||||
2021 | 477 | — | 266 | |||||||||
2022 | 496 | — | 199 | |||||||||
Thereafter | 6,948 | — | 399 | |||||||||
$ | 9,244 | $ | 22,199 | 2,059 | ||||||||
Amount representing interest | (204 | ) | ||||||||||
$ | 1,855 | |||||||||||
Term Loan and Line of Credit
We have a loan agreement (as amended, the “Loan Agreement”) with Bank of America, N.A. ("BofA"), which presently comprises a $40.0 million revolving line of credit (“Line of Credit”), including provisions for cash borrowings and up to $2.5 million notional amount of letters of credit, and a term loan (the “Term Loan”) with an original balance of $10.8 million. We may draw upon the Line of Credit for working capital and general corporate purposes until expiration on November 30, 2020. The maturity date of the Term Loan is September 30, 2023. At December 31, 2017, we had $9.2 million outstanding on our Term Loan and $22.2 million outstanding under the Line of Credit.
Under the Loan Agreement, interest accrues at an annual rate based on the London Inter-Bank Offered Rate (“LIBOR”) Daily Floating Rate plus a marginal rate. The marginal rate varies from 0.75% to 1.75% for the Line of Credit and Term Loan based on our funded debt ratio. At December 31, 2017, our marginal rate was 0.75% resulting in an annual interest rate of 2.26%.
The Loan Agreement authorizes acquisitions within the same line of business as long as we remain in compliance with the financial covenants of the Loan Agreement and there is at least $5.0 million of availability remaining on the Line of Credit following the acquisition.
Under the Loan Agreement, a quarterly fee on the unused portion of the Line of Credit, including the undrawn amount of the related standby letter of credit, varies from 0.15% to 0.30% based upon our funded debt ratio.
At December 31, 2017, the quarterly fee was 0.15% and the fee totaled the following (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Loan Agreement fee | $ | 37 | $ | 36 | $ | 24 | ||||||
An annual fee is payable in advance on the notional amount of each standby letter of credit issued and outstanding multiplied by an applicable rate ranging from 0.75% to 1.75%. We had no letters of credit outstanding during 2017, 2016 or 2015.
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We were in compliance with all applicable contractual financial covenants of the Loan Agreement at December 31, 2017. These financial covenants under the Loan Agreement are measured on a trailing four-quarter basis. We are required to maintain a funded debt ratio of up to 3.5 to 1 and a fixed charge coverage ratio above 1.20 to 1. The funded debt ratio maximum is reduced to 3.0 to 1 on January 1, 2018.
The Loan Agreement is secured by substantially all of our personal property and fixtures and by our Oregon brewery. In addition, we are permitted to declare or pay dividends, repurchase outstanding common stock or incur additional debt, subject to limitations. We are restricted from entering into any agreement that would result in a change in control.
Note 10. Derivative Financial Instruments
Interest Rate Swap Contracts
Our risk management objectives are to ensure that business and financial exposures to risk that have been identified and measured are minimized using the most effective and efficient methods to reduce, transfer and, when possible, eliminate such exposures. Operating decisions contemplate associated risks and management strives to structure proposed transactions to avoid or reduce risk whenever possible.
We have assessed our vulnerability to certain business and financial risks, including interest rate risk associated with our variable-rate long-term debt. To mitigate this risk, effective January 23, 2014, we entered into an interest rate swap contract with BofA for 75% of the Term Loan balance, to hedge the variability of interest payments associated with our variable-rate borrowings under our Term Loan with BofA. The Term Loan contract and the interest rate swap terminate on September 30, 2023. The Term Loan contract had a total notional value of $6.9 million as of December 31, 2017. Through this swap agreement, we pay interest at a fixed rate of 2.86% and receive interest at a floating-rate of the one-month LIBOR, which was 1.49% at December 31, 2017.
Effective January 4, 2016, we entered into a $9.1 million notional amount interest rate swap contract with BofA, which expires January 1, 2019, to hedge the variability of interest payments associated with our variable-rate borrowings on our line of credit. The notional amount fluctuates based on a predefined schedule based on our anticipated borrowings. Through this swap agreement, we pay interest at a fixed rate of 1.28% and receive interest at a floating-rate of the one-month LIBOR, which was 1.49% at December 31, 2017.
Since the interest rate swaps hedge the variability of interest payments on variable rate debt with similar terms, they qualify for cash flow hedge accounting treatment.
As of December 31, 2017, unrealized net losses of $221,000 were recorded in Accumulated other comprehensive loss as a result of these hedges. The effective portion of the gain or loss on the derivatives is reclassified into Interest expense in the same period during which we record Interest expense associated with the related debt. There was no hedge ineffectiveness during 2017, 2016 or 2015.
The fair value of our derivative instruments was as follows (in thousands):
December 31, | |||||||
2017 | 2016 | ||||||
Fair value of interest rate swaps | $ | (221 | ) | $ | (424 | ) | |
The effect of our interest rate swap contracts that were accounted for as derivative instruments on our Consolidated Statements of Operations was as follows (in thousands):
Derivatives in Cash Flow Hedging Relationships | Amount of Gain (Loss) Recognized in Accumulated OCI (Effective Portion) | Location of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||
Year Ended December 31, | ||||||||||
2017 | $ | 203 | Interest expense | $ | 150 | |||||
2016 | $ | 145 | Interest expense | $ | 292 | |||||
2015 | $ | (66 | ) | Interest expense | $ | 209 | ||||
See also Note 11.
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Note 11. Fair Value Measurements
Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:
• | Level 1 – quoted prices in active markets for identical securities as of the reporting date; |
• | Level 2 – other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and |
• | Level 3 – significant inputs that are generally less observable than objective sources, including our own assumptions in determining fair value. |
The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following tables summarize liabilities measured at fair value on a recurring basis (in thousands):
Fair Value at December 31, 2017 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Interest rate swap | $ | — | $ | (221 | ) | $ | — | $ | (221 | ) | ||||||
Fair Value at December 31, 2016 | ||||||||||||||||
Interest rate swap | $ | — | $ | (424 | ) | $ | — | $ | (424 | ) | ||||||
We did not have any assets measured at fair value on a recurring basis at December 31, 2017 or December 31, 2016.
The fair value of our interest rate swap was based on quarterly statements from the issuing bank. There were no changes to our valuation techniques during 2017, 2016 or 2015.
We believe the carrying amounts of Cash and cash equivalents, Accounts receivable, Other current assets, Accounts payable, Accrued salaries, wages and payroll taxes, and Other accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.
We had fixed-rate debt outstanding as follows (in thousands):
December 31, | |||||||
2017 | 2016 | ||||||
Fixed-rate debt on balance sheet | $ | 1,855 | $ | 935 | |||
Estimated fair value of fixed-rate debt | $ | 1,915 | $ | 993 | |||
We calculate the estimated fair value of our fixed-rate debt using a discounted cash flow methodology. Using estimated current interest rates based on a similar risk profile and duration (Level 2), the fixed cash flows are discounted and summed to compute the fair value of the debt.
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Note 12. Segment Results and Concentrations
Net sales, Gross profit and gross margin information by segment was as follows (dollars in thousands):
2017 | Beer Related | Brewpubs | Total | ||||||||
Net sales | $ | 179,830 | $ | 27,626 | $ | 207,456 | |||||
Gross profit | $ | 63,412 | $ | 1,846 | $ | 65,258 | |||||
Gross margin | 35.3 | % | 6.7 | % | 31.5 | % | |||||
2016 | |||||||||||
Net sales | $ | 173,657 | $ | 28,850 | $ | 202,507 | |||||
Gross profit | $ | 55,667 | $ | 3,932 | $ | 59,599 | |||||
Gross margin | 32.1 | % | 13.6 | % | 29.4 | % | |||||
2015 | |||||||||||
Net sales | $ | 176,343 | $ | 27,825 | $ | 204,168 | |||||
Gross profit | $ | 58,610 | $ | 3,586 | $ | 62,196 | |||||
Gross margin | 33.2 | % | 12.9 | % | 30.5 | % | |||||
The segments use many of the same assets. For internal reporting purposes, we do not allocate assets by segment and, therefore, no asset by segment information is provided to our chief operating decision maker.
In preparing this financial information, certain expenses were allocated between the segments based on management estimates, while others were based on specific factors such as headcount. These factors can have a significant impact on the amount of Gross profit for each segment. While we believe we have applied a reasonable methodology, assignment of other reasonable cost allocations to each segment could result in materially different segment Gross profit.
Sales to wholesalers through the A-B Distributor Agreement represented the following percentage of our Sales:
Year Ended December 31, | |||||||
2017 | 2016 | 2015 | |||||
74.9 | % | 77.8 | % | 81.2 | % | ||
Receivables from A-B represented the following percentage of our Accounts receivable balance:
December 31, | ||||
2017 | 2016 | |||
74.4 | % | 66.6 | % | |
All of our long-term assets are located in the U.S. and Sales outside of the U.S. are insignificant.
Note 13. Stock-Based Plans and Stock-Based Compensation
We maintain several stock incentive plans under which stock-based awards are, or have been, granted to employees and non-employee directors. We issue new shares of common stock upon exercise or settlement of the stock-based awards. All of our stock plans are administered by the Compensation Committee of our Board of Directors, which determines the grantees, the number of shares of common stock for which awards may be exercised or settled and the exercise or grant prices of such shares, among other terms and conditions of stock-based awards under our stock-based plans.
With the approval of the 2014 Stock Incentive Plan (the “2014 Plan”) in May 2014, no further grants of stock-based awards may be made under our 2010 Stock Incentive Plan (the “2010 Plan”). However, the provisions of the 2010 Plan will remain in effect until all outstanding awards are exercised, settled or terminated. Shares subject to terminated awards under the 2010 Plan are not added to the pool of shares available for grant pursuant to the 2014 Plan.
Shares to be issued upon the exercise of stock options and the vesting of stock awards will come from newly issued shares.
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2014 Stock Incentive Plan
The 2014 Plan provides for grants of stock options, restricted stock, restricted stock units ("RSUs"), performance awards and stock appreciation rights, as well as other stock-based awards. While incentive stock options may only be granted to employees, awards other than incentive stock options may be granted to employees, non-employee directors and outside consultants. Options granted to our employees are generally subject to a four-year vesting period. Vested options generally remain exercisable for ten years following the date of grant. RSUs generally vest over a period of three years. The exercise price of stock options must be at least equal to the fair market value per share of our common stock on the date of grant. A maximum of 1,000,000 shares of common stock are authorized for issuance under the 2014 Plan. As of December 31, 2017, there were 421,581 shares available for future awards pursuant to the 2014 Plan.
Terms of awards granted pursuant to the 2010 Plan and predecessor plans were similar to the terms of awards granted pursuant to the 2014 Plan.
Stock-Based Compensation
Certain information regarding our stock-based compensation was as follows (in thousands, except per share amounts):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Weighted average per share fair value of stock options granted | $ | — | $ | 4.06 | $ | 7.68 | ||||||
Intrinsic value of stock options exercised | 265 | 223 | 92 | |||||||||
Intrinsic value of fully-vested stock awards granted | 1,812 | 944 | 42 | |||||||||
Stock-based compensation expense was recognized in our Consolidated Statements of Operations as follows (in thousands):
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Selling, general and administrative expense | $ | 1,197 | $ | 1,005 | $ | 1,074 | |||||
Cost of sales | 119 | 82 | 83 | ||||||||
Total stock-based compensation expense | $ | 1,316 | $ | 1,087 | $ | 1,157 | |||||
We amortize stock-based compensation on a straight-line basis over the vesting period of the individual awards, which is the requisite service period, with estimated forfeitures considered.
At December 31, 2017, we had total unrecognized stock-based compensation expense of $2.9 million, which will be recognized over the weighted average remaining vesting period of 1.9 years.
The following weighted average assumptions were utilized in determining fair value pursuant to the Black-Scholes option pricing model:
Year Ended December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Risk-free interest rate | — | % | 1.66 | % | 1.87 | % | |||
Dividend yield | — | % | — | % | — | % | |||
Expected life | — | 6.81 years | 6.72 years | ||||||
Volatility | — | % | 51.70 | % | 61.50 | % | |||
The risk-free rate used is based on the U.S. Treasury yield curve over the estimated term of the options granted. Expected lives were estimated based on historical exercise data. The expected volatility is calculated based on the historical volatility of our common stock.
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Stock-Based Awards Plan Activity
Stock Option Activity
Stock option activity for the year ended December 31, 2017 was as follows:
Options Outstanding | Weighted Average Exercise Price | ||||||
Outstanding at December 31, 2016 | 440,247 | $ | 9.83 | ||||
Granted | — | — | |||||
Exercised | (30,826 | ) | 9.84 | ||||
Canceled | (49,708 | ) | 9.42 | ||||
Outstanding at December 31, 2017 | 359,713 | 9.88 | |||||
Certain information regarding options outstanding as of December 31, 2017 was as follows:
Options Outstanding | Options Exercisable | |||||||
Number | 359,713 | 195,059 | ||||||
Weighted average exercise price | $ | 9.88 | $ | 9.91 | ||||
Aggregate intrinsic value | $ | 3,351,000 | $ | 1,812,000 | ||||
Weighted average remaining contractual term | 6.7 years | 6.1 years | ||||||
Restricted Stock Unit Activity
In February 2017, we granted a total of 59,395 RSUs with a grant date fair value of $15.85 per share to selected executive officers and other members of our executive and impact leadership teams. The RSUs vest on March 31, 2020, provided that the participant continues to be employed through that date.
In June 2017, we granted a total of 14,526 RSUs with a grant date fair value of $17.45 per share to our full-time, non-executive employees, subject to our achievement of EBITDA at a specified target level for the year ended December 31, 2017. For this grant, 84% of the target number of RSUs will vest on May 31, 2018, subject to participants' continued employeement through that date.
In November 2017, we granted 4,393 RSUs with a grant date fair value of $19.35 per share to an executive officer. These RSUs vest in installments on each of December 31, 2018, December 31, 2019, and December 31, 2020, per a vesting schedule, subject to the participant's continued employment through that date.
During 2016, we granted a total of 52,503 RSUs with a weighted average grant date fair value of $7.69 per share to selected officers and other members of our leadership teams. The RSUs will vest on March 31, 2019, provided that the participant continues to be employed through that date.
Performance-Based Stock Awards Activity
We granted performance-based stock awards to selected executives in each of the past seven years. Performance goals for the 2017 awards are tied to target amounts of the compounded-average growth rates of Net Sales and average adjusted EBITDA margin over a three-year performance period. The awards outstanding at December 31, 2017 will vest from zero to 125% of the targeted number of performance shares.
For the 2012 grant, 46% of the target number of performance shares were earned in 2015. No shares were earned for the 2013 grant and we do not expect any shares to be earned pursuant to the 2014 grant due to failure to meet the specified performance goals. Awards, if earned, are paid in shares of our common stock.
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Cumulative activity related to performance-based awards during the year ended December 31, 2017 was as follows (in shares):
Awards Expected to Vest | Weighted Average Grant Date Fair Value Per Share | ||||||
Awards expected to vest as of January 1, 2017 | 189,703 | $ | 9.61 | ||||
Granted (target amount) | 61,218 | 15.85 | |||||
Not expected to vest due to failure to meet performance goals | (67,200 | ) | 13.10 | ||||
Awards expected to vest as of December 31, 2017 | 183,721 | 10.41 | |||||
Stock Grants
On the date of our 2017 Annual Meeting of Shareholders, each non-employee director received an annual grant of fully-vested shares of our common stock with a fair value of $45,000, except for the chairman whose grant had a fair value of $67,500. The 2017 grants included 2,778 fully-vested shares of common stock granted to seven of our non-employee directors; the chairman received 4,167 shares, for a total of 23,613 shares.
Note 14. Earnings Per Share
The following table reconciles shares used for basic and diluted earnings per share ("EPS") and provides other information (in thousands):
Year Ended December 31, | ||||||||
2017 | 2016 | 2015 | ||||||
Weighted average common shares used for basic EPS | 19,284 | 19,225 | 19,152 | |||||
Dilutive effect of stock-based awards | 163 | — | 23 | |||||
Shares used for diluted EPS | 19,447 | 19,225 | 19,175 | |||||
Stock-based awards not included in diluted per share calculations as they would be antidilutive | 25 | 221 | 241 | |||||
Note 15. Income Taxes
All of our income is generated in the U.S. The components of income tax provision (benefit) were as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Current federal | $ | (413 | ) | $ | (378 | ) | $ | 491 | ||||
Current state | 331 | 32 | 133 | |||||||||
(82 | ) | (346 | ) | 624 | ||||||||
Deferred federal | (5,368 | ) | 285 | 728 | ||||||||
Deferred state | (32 | ) | 75 | 148 | ||||||||
(5,400 | ) | 360 | 876 | |||||||||
$ | (5,482 | ) | $ | 14 | $ | 1,500 | ||||||
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Income tax provision (benefit) differs from the amount computed by applying the statutory federal income tax rate to income (loss) before income taxes as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Provision at U.S. statutory rate | $ | 1,374 | $ | (104 | ) | $ | 1,264 | |||||
State taxes, net of federal benefit | 189 | 49 | 182 | |||||||||
Effect of tax rate change on deferred tax assets and liabilities | (6,923 | ) | — | — | ||||||||
Permanent differences, primarily meals and entertainment | 180 | 264 | 250 | |||||||||
Stock-based compensation | (11 | ) | (41 | ) | — | |||||||
Domestic production activities deduction | — | (20 | ) | (63 | ) | |||||||
Tax credits | (291 | ) | (134 | ) | (133 | ) | ||||||
$ | (5,482 | ) | $ | 14 | $ | 1,500 | ||||||
Significant components of our deferred tax assets and liabilities were as follows (in thousands):
December 31, | ||||||||
2017 | 2016 | |||||||
Deferred tax assets | ||||||||
Net operating losses and tax credit carryforwards | $ | 982 | $ | 496 | ||||
Accrued salaries and severance | 1,127 | 1,207 | ||||||
Other | 1,497 | 1,615 | ||||||
3,606 | 3,318 | |||||||
Deferred tax liabilities | ||||||||
Property, equipment and leasehold improvements | (12,287 | ) | (15,194 | ) | ||||
Intangible assets | (4,054 | ) | (6,112 | ) | ||||
Other | (151 | ) | (193 | ) | ||||
(16,492 | ) | (21,499 | ) | |||||
$ | (12,886 | ) | $ | (18,181 | ) | |||
As of December 31, 2017, included in our net operating losses and tax credit carryforwards were the following (in thousands):
State NOLs, tax effected | $ | 26 | |
Federal NOLs, tax effected | 208 | ||
Federal employer FICA tips credit | 748 | ||
We also have an AMT credit carryforward of $340,000, which is refundable over the next five years pursuant to recently enacted tax legislation. As such, the carryforward is recognized as a tax receivable on our Consolidated Balance Sheets as of December 31, 2017.
In assessing the realizability of our deferred tax assets, we consider future taxable income expected to be generated by the projected differences between financial statement depreciation and tax depreciation, cumulative earnings generated to date and other evidence available to us. Based upon this consideration, we assessed that all of our deferred taxes are more likely than not to be realized, and, as such, we have not recorded a valuation allowance as of December 31, 2017 or 2016.
There were no unrecognized tax benefits as of December 31, 2017 or 2016 and we do not anticipate significant changes to our unrecognized tax benefits within the next twelve months.
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Note 16. Employee Benefit Plans
We sponsor a defined contribution 401(k) plan for all employees 18 years or older. Employee contributions may be made on a before-tax basis, limited by IRS regulations. For the years ended December 31, 2017, 2016 and 2015, we matched 50% of the employee’s contributions up to 6% of eligible compensation. Eligibility for the matching contribution in all years began after the participant had worked a minimum of three months. Our matching contributions to the plan vest ratably over five years of service by the employee. During 2017, 2016 and 2015, we used approximately $69,000, $198,000 and $17,000, respectively, of previously forfeited matching contributions to fund current matching contributions, which decreased expense for the corresponding periods. We recognized expense associated with matching contributions as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
401(k) expense | $ | 805 | $ | 882 | $ | 817 | ||||||
Note 17. Commitments and Contingencies
General
We are subject to various claims and pending or threatened lawsuits in the normal course of business. We are not currently party to any claims or legal proceedings that management believes are reasonably probable to have a material adverse effect on our financial position, results of operations or cash flows.
Operating Leases
We lease office space, restaurant and production facilities, warehouse and storage space, land and equipment under operating leases that expire at various dates through the year ending December 31, 2064. Certain leases contain renewal options for varying periods and escalation clauses for adjusting rent to reflect changes in price indices. Certain leases require us to pay for insurance, taxes and maintenance applicable to the leased property. Under the terms of the land lease for our New Hampshire Brewery, we hold a first right of refusal to purchase the property should the lessor decide to sell the property.
Minimum aggregate future lease payments under non-cancelable operating leases as of December 31, 2017 are as follows (in thousands):
2018 | $ | 9,179 | |
2019 | 2,039 | ||
2020 | 1,714 | ||
2021 | 1,381 | ||
2022 | 1,374 | ||
Thereafter | 20,713 | ||
$ | 36,400 | ||
Rent expense under all operating leases, including short-term rentals as well as cancelable and noncancelable operating leases, gross, was as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Rent expense | $ | 2,869 | $ | 2,613 | $ | 2,042 | ||||||
We sub-leased corporate office space to an unrelated party pursuant to a 5-year lease that began in February 2011. In December 2014, the lease agreement was amended to extend the lease through 2025, with an option to cancel in 2020 with 180 days’ written notice and a payment of $150,000. In December 2017, we entered into an agreement to sell the property where the sub-leased corporate office space was located to an unrelated party. The sale of the property was finalized in January 2018, so will no longer receive rental payments pursuant to this agreement. We recognized rental income related to the sublease, which was recorded as an offset to rent expense in our Consolidated Statements of Operations, as follows (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Rental income | $ | 406 | $ | 369 | $ | 369 | ||||||
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We lease our headquarters office space, restaurant and storage facilities located in Portland, land and certain equipment from two limited liability companies, both of whose members include our former Board Chair, and his brother, who continues to be employed by us. Lease payments to these lessors were as follows (in thousands) and are included in the Rent expense under all operating leases above:
Year Ended December 31, | ||||||||||
2017 | 2016 | 2015 | ||||||||
$ | 136 | $ | 120 | $ | 120 | |||||
The lease for the headquarters office space and restaurant facility expires in 2034, with an extension at our option for two 10-year periods, while the lease for the other facilities, land and equipment expires in 2022 with an extension at our option for an additional 5-year period. We hold a right to purchase the headquarters office space and restaurant facility at the greater of $2.0 million or the fair market value of the property as determined by a contractually established appraisal method. The right to purchase is not valid in the final year of either renewal term, as applicable. All lease terms are considered to be arm’s-length.
We hold lease and sublease obligations for certain office space and the land underlying the brewery and pub location in Kona, Hawaii, with a company whose owners include a shareholder who owns more than 5% of our common stock. The sublease contracts expire on various dates through 2020, with an extension at our option for two 5-year periods. Lease payments to this lessor were as follows (in thousands) and are included in the Rent expense under all operating leases above:
Year Ended December 31, | ||||||||||
2017 | 2016 | 2015 | ||||||||
$ | 574 | $ | 554 | $ | 524 | |||||
All lease terms are considered to be arm’s-length. In December 2015, related to the execution of the long-term land lease with an unrelated third party for our new Kona brewery, we also paid approximately $100,000 to the lessor described above to acquire its right of first refusal on the land lease from the unrelated third party.
Purchase and Sponsorship Commitments
We periodically enter into commitments to purchase certain raw materials in the normal course of business. Furthermore, we have entered into purchase commitments and commodity contracts to ensure we have the necessary supply of malt and hops to meet future production requirements. Certain of the malt and hop commitments are for crop years through 2022. We believe that malt and hop commitments in excess of future requirements, if any, will not have a material impact on our financial condition or results of operations. We may take delivery of the commodities in excess of our requirements or make payments against the purchase commitments earlier than contractually obligated, which means our cash outlays in any particular year may exceed or be less than the commitment amount disclosed.
In certain cases, we have executed agreements with selected vendors to source our requirements for specific malt and hop varieties for the years ending December 31, 2018, 2019, 2020, 2021 and 2022; however, either the quantity to be delivered or the full price for the commodity has not been established at the present time. To the extent the commitment is not measurable or has not been fixed, that portion of the commitment has been excluded from the table below.
We have entered into multi-year sponsorship and promotional commitments with certain professional sports teams and entertainment companies. Generally, in exchange for our sponsorship consideration, we post signage and provide other promotional materials at the site or the event. The terms of these sponsorship commitments expire at various dates through December 31, 2022.
Aggregate future payments under purchase and sponsorship commitments as of December 31, 2017 are as follows (in thousands):
Purchase Obligations | Sponsorship Obligations | Total | ||||||||||
2018 | $ | 11,839 | $ | 1,663 | $ | 13,502 | ||||||
2019 | 4,787 | 549 | 5,336 | |||||||||
2020 | 4,165 | 468 | 4,633 | |||||||||
2021 | 3,196 | 289 | 3,485 | |||||||||
2022 | 49 | 578 | 627 | |||||||||
Thereafter | — | — | — | |||||||||
$ | 24,036 | $ | 3,547 | $ | 27,583 | |||||||
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Legal
On February 28, 2017 and March 6, 2017, respectively, two lawsuits, Sara Cilloni and Simone Zimmer v. Craft Brew Alliance, Inc., and Theodore Broomfield v. Kona Brewing Co. LLC, Kona Brew Enterprises, LLP, Kona Brewery LLC, and Craft Brew Alliance, Inc., were filed in the United States District Court for the Northern Division of California. On April 7, 2017, the two lawsuits were consolidated into a single complaint under the Broomfield case. The consolidated lawsuit purports to be a class action brought on behalf of all persons who purchased Kona Brewing Company beer within the relevant statute of limitations period. The lawsuit alleges that the defendants misled customers regarding the state in which Kona Brewing Company beers are manufactured and in describing Kona Brewing Company beer as “craft beer.” On April 28, 2017, we filed a motion to dismiss the complaint. The motion to dismiss was granted in part and denied in part on September 1, 2017. We have not recorded any liabilities with respect to the claims. We intend to vigorously defend against the foregoing action.
Note 18. Related Party Transactions
For additional related party transactions, see Notes 5 and 17.
As of each of December 31, 2017 and 2016, A-B owned approximately 31.4% of our outstanding common stock.
Transactions with Anheuser-Busch, LLC (“A-B”), Ambev and Anheuser-Busch Worldwide Investments, LLC (“ABWI”)
In December 2015, we partnered with Ambev, the Brazilian subsidiary of Anheuser-Busch InBev SA, to distribute Kona beers into Brazil. In August 2016, we also entered into an International Distribution Agreement with ABWI, an affiliate of A-B, pursuant to which ABWI will distribute our malt beverage products in jurisdictions outside the United States, subject to the terms and conditions of our agreement with our existing international distributor, CraftCan Travel LLC, and certain other limitations summarized in "International Distribution Agreement" below.
Transactions with A-B, Ambev and ABWI consisted of the following (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Gross sales to A-B and Ambev | $ | 163,368 | $ | 168,929 | $ | 179,974 | ||||||
International distribution fee earned from ABWI | 3,400 | 1,216 | — | |||||||||
International distribution fee from ABWI, recorded as deferred revenue in Other accrued expenses | 3,384 | 1,784 | — | |||||||||
Margin fee paid to A-B, classified as a reduction of Sales | 2,277 | 2,420 | 2,594 | |||||||||
Inventory management and other fees paid to A-B, classified in Cost of sales | 384 | 377 | 396 | |||||||||
Media reimbursement from A-B, classified as a reduction of Selling, general and administrative expenses | 290 | 750 | — | |||||||||
Amounts due to or from A-B and ABWI were as follows (in thousands):
December 31, | |||||||
2017 | 2016 | ||||||
Amounts due from A-B related to beer sales pursuant to the A-B distributor agreement | $ | 15,663 | $ | 12,246 | |||
Amounts due from ABWI and A-B related to international distribution fee and media reimbursement | 5,000 | 3,750 | |||||
Refundable deposits due to A-B | (1,619 | ) | (2,162 | ) | |||
Amounts due to A-B for services rendered | (4,836 | ) | (1,782 | ) | |||
Net amount due from A-B and ABWI | $ | 14,208 | $ | 12,052 | |||
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Agreements with Anheuser-Busch, LLC
Contract Brewing Agreement
On August 23, 2016, we entered into a Contract Brewing Agreement (the “Brewing Agreement”) with A-B Commercial Strategies, LLC (“ABCS”), an affiliate of A-B, pursuant to which ABCS will brew, bottle and package up to 300,000 barrels of our mutually agreed products annually, in facilities owned by ABCS within the United States, for an initial term through December 31, 2026. Under the terms of the Brewing Agreement, we will share equally in any cost savings arising from the Brewing Agreement, provided that our cost savings will equal at least $10.00 per barrel on an aggregate basis, following certain adjustments, as set forth in the Brewing Agreement.
The Brewing Agreement provides specified termination rights, including, among other things, the right of either party to terminate the Brewing Agreement if (i) the other party fails to perform any material obligation under the Brewing Agreement, subject to certain cure rights, (ii) the International Distribution Agreement (as defined below) is terminated pursuant to certain specified provisions thereof or (iii) subject to certain conditions, if the Master Distributor Agreement (as defined below) is terminated pursuant to certain specified provisions thereof.
In addition, ABCS has the right to terminate the Brewing Agreement upon 90 days’ prior written notice to us following (i) a "change of control event" (as defined below) that occurs or for which a definitive agreement is entered into prior to August 23, 2019, and is subsequently completed, or (ii) the earliest of (x) our rejection of a “qualifying offer” (as defined below), (y) the completion of a transaction implementing a qualifying offer, and (z) our failure to enter into a definitive transaction agreement within 120 days following receipt of a qualifying offer, with certain exceptions.
Under the terms of each of the Brewing Agreement, the International Distribution Agreement, the Master Distributor Agreement and the Recapitalization Agreement (as defined below) (collectively, the “Commercial Arrangements”), a “qualifying offer” is defined to include any offer made by ABCS or an affiliate thereof, for the acquisition of all of the issued and outstanding shares of our common stock not owned by ABCS or its affiliates, on customary terms and conditions for a transaction of the type proposed by ABCS or its affiliate, in each case, for an aggregate value of (x) not less than $22.00 per share of our common stock if the offer is made on or prior to August 23, 2017, (y) not less than $23.25 per share of our common stock if the offer is made during the period beginning August 24, 2017 through August 23, 2018 and (z) not less than $24.50 per share of our common stock if the offer is made on or after August 24, 2018. A “change of control event” includes, with certain exceptions, (i) the acquisition by a person or group of beneficial ownership on a fully diluted basis of 50% or more of our equity securities (or the equity securities of the surviving entity in any merger, consolidation, share exchange or other business combination involving us), (ii) a change in the composition of our board of directors during any consecutive 12-month period such that the incumbent directors cease to constitute at least a majority of the board of directors, or (iii) the completion of a sale, lease, exchange, or other transfer of (A) the Kona brand or (B) 50% or more of our assets based on fair market value.
International Distribution Agreement
On August 23, 2016, we also entered into an International Distribution Agreement (the “International Distribution Agreement”) with ABWI pursuant to which ABWI will be the sole and exclusive distributor of our malt beverage products in jurisdictions outside the United States, subject to the terms and conditions of our agreement with our existing international distributor, CraftCan Travel LLC, and certain other limitations, in each case as set forth in the International Distribution Agreement. Under the International Distribution Agreement, following delivery of notice to us, ABWI may also elect to commence brewing outside of the United States some or all of the products to be distributed in the non-U.S. jurisdictions covered by the International Distribution Agreement.
Under the terms of the International Distribution Agreement, with respect to our exported products produced by us, ABWI will pay us our costs of production plus reasonable out-of-pocket expenses relating to export shipment costs. Additionally, ABWI will pay us an international royalty fee based on volume of our products sold by ABWI, equal to either $40 per barrel or $30 per barrel, depending on certain factors described in the International Distribution Agreement, which royalty fee will be subject to escalation annually, beginning in calendar year 2018, on the terms described in the International Distribution Agreement. For calendar year 2016, 2017 and 2018, ABWI will also pay us one-time fees of $3.0 million, $5.0 million and $6.0 million, respectively. These amounts are subject to proration if the International Distribution Agreement is terminated early in any given year. The sum of the fees is recognized in Beer Related Net sales on a straight-line basis over the 10-year contract term, while the fees are collected in the first quarter of the year following the applicable calendar year.
The International Distribution Agreement contains specified termination rights, including, among other things, the right of either party to terminate the International Distribution Agreement if (a) the other party fails to perform any material obligation under the International Distribution Agreement, subject to certain cure rights or (b) the Brewing Agreement is terminated pursuant to certain specified provisions thereof. In addition, ABWI has the right to terminate the International Distribution Agreement upon 90 days’
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prior written notice to us following (i) a “change of control event” (as defined above) that occurs or for which a definitive agreement is entered into prior to August 23, 2019, and is subsequently completed, or (ii) the earliest of (x) our rejection of a “qualifying offer” (as defined above), (y) the completion of a transaction implementing a qualifying offer, and (z) our failure to enter into a definitive transaction agreement within 120 days following receipt of a qualifying offer, with certain exceptions (each of the foregoing subclauses (x) through (z), a “qualifying offer lapse”). Following termination of the International Distribution Agreement due to a qualifying offer lapse, or any change of control event, ABWI shall have the right to purchase the international distribution rights for each of our brands then being distributed under the International Distribution Agreement at the fair market value of such rights, and on otherwise customary terms and conditions, as set forth in the International Distribution Agreement.
Under the International Distribution Agreement, ABWI will also be required to make a one-time $20.0 million payment to us on August 23, 2019. The payment is being recognized in Beer Related Net sales on a straight-line basis over the 10-year contract term. However, ABWI will not (subject to compliance with certain notice requirements) be obligated to make such one-time payment if, prior to that date, (i) a “change of control event” occurs or a definitive agreement for a transaction constituting a change of control event is entered into, (ii) ABWI (or an affiliate thereof) makes a qualifying offer and there is a qualifying offer lapse or (iii) we enter into a definitive agreement with ABWI (or an affiliate thereof) with respect to a qualifying offer but such agreement is subsequently terminated, other than for certain regulatory reasons (in which case the $20.0 million shall remain payable). Unless terminated sooner, the International Distribution Agreement will continue in effect until December 31, 2026.
Amendment to Master Distributor Agreement and Amendment to Exchange and Recapitalization Agreement
On August 23, 2016, we entered into Amendment No. 3 (“Amendment No. 3”) to the Amended and Restated Master Distributor Agreement with A-B, dated as of May 1, 2011, as amended, between us and A-B (the “Master Distributor Agreement”). Pursuant to Amendment No. 3, A-B and we agreed to extend the Master Distributor Agreement through December 31, 2028 (the “Term”), and to maintain the existing margin fee structure of $0.25 per case-equivalent in the Master Distributor Agreement through the Term. Without Amendment No. 3, beginning on January 1, 2019, a margin fee of $0.75 per case equivalent would have been payable by us under the Master Distributor Agreement. Amendment No. 3 also provides that, beginning on January 1, 2019, we will reinvest an aggregate amount equal to $0.25 per case equivalent in sales and marketing efforts for our products, subject to specified terms and conditions set forth in Amendment No. 3.
Pursuant to Amendment No. 3, A-B will have the ability to deliver a revocation notice and reinstitute the terms of the Master Distributor Agreement as they existed prior to Amendment No. 3 following (i) a “change of control event” (as defined above) that occurs prior to the third anniversary of Amendment No. 3 or for which a definitive agreement is entered into prior to the third anniversary of Amendment No. 3 and is subsequently consummated or (ii) the earliest of (a) our rejection of a "qualifying offer" (as defined above), (b) the consummation of a transaction underlying a qualifying offer, and (c) 120 days following the receipt of a qualifying offer by us, if A-B (or an affiliate thereof) and we are unable to enter into a definitive agreement with respect thereto, notwithstanding A-B’s (or its affiliate’s) and our good faith and reasonable efforts to negotiate such a definitive agreement, subject to certain additional conditions.
Contract pricing may not be commensurate with amounts that an independent market participant would pay due to the related party nature of the agreements.
Transactions with Wynwood
As of December 31, 2017 we owned a 24.5% interest in Wynwood.
Transactions with Wynwood consisted of the following (in thousands):
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Master distributor fee earned | $ | 18 | $ | — | $ | — | ||||||
Royalty fee paid | 94 | — | — | |||||||||
Brewery representative reimbursement, classified as a reduction of Selling, general and administrative expenses | 90 | — | — | |||||||||
Share of loss, classified as a component of Other income (expense), net | 75 | — | — | |||||||||
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Amounts receivable from or due to Wynwood were as follows (in thousands):
December 31, | |||||||
2017 | 2016 | ||||||
Amounts receivable related to raw materials and alternating proprietorship fees | $ | 148 | $ | — | |||
Amounts receivable related to Brewery representative reimbursements | 32 | — | |||||
Amounts due related to purchases of beer pursuant to the distributor agreement | (116 | ) | — | ||||
Amounts due related to Royalty fees | (4 | ) | — | ||||
Net amount receivable | $ | 60 | $ | — | |||
Note 19. Brewing Arrangement and Termination Thereof with Pabst Northwest Brewing Company
On January 8, 2016, we entered into brewing agreements ("the brewing agreements") with Pabst Northwest Brewing Company ("Pabst"), a subsidiary of Pabst Brewing Company, under which Pabst had the ability to brew selected Rainier Brewing Company and other brands at our brewery in Woodinville, Washington under a license agreement and was required to pay us contract brewing volume shortfall fees in each of 2016 and 2017 stemming from brewing volumes below committed levels. In conjunction with the brewing agreements, we granted Pabst an option to purchase the Woodinville brewery and adjacent pub, as well as related assets, at any time prior to termination of the brewing agreements.
Effective May 1, 2017, we reached an agreement with Pabst to terminate the brewing agreements. Pabst's option to purchase the Woodinville brewery and adjacent pub was also terminated. Pabst agreed to pay us $2.7 million in connection with the termination of the brewing agreements and purchase option.
We deferred recognition of the termination payment in our results of operations until the fourth quarter of 2017 due to the potential obligation to pay Pabst up to $2.7 million if the Woodinville brewery was sold to a specified party, which did not occur. Of the $2.7 million. $1.7 million was recorded in Sales and $1.0 million was recorded in Selling, general and administrative expenses.
Ceasing Production at our Woodinville, Washington Brewery
We ceased production at our Woodinville, Washington brewery as of July 1, 2017. As a result, we incurred $250,000 in incremental employee and severance related costs and $150,000 to safely and properly prepare the brewing equipment to become idle during the second and third quarters of 2017, respectively. We incurred approximately $100,000 in additional cost during the fourth quarter of 2017 to further prepare the brewing equipment to be idle, which were expensed as incurred. These expenses are recorded in our Consolidated Statements of Operations for the applicable periods.
See Note 20 for a discussion of the classification of the assets related to our Woodinville brewery as assets held for sale.
Note 20. Assets Held for Sale
Designating the Woodinville, Washington Brewery as Held for Sale
We designated our Woodinville, Washington brewery as held for sale on May 1, 2017 and, accordingly, we ceased depreciating the related assets and recorded them on our Consolidated Balance Sheets at the lower of carrying value or fair value less estimated selling costs. We expected to sell the Woodinville property, including the adjacent pub, within 12 months of the date it was classified as held for sale. During 2017, a $0.5 million impairment charge was recorded related to the sale of our Woodinville brewery, which was completed in early 2018.
The proximity to our largest and most efficient owned brewery in Portland, Oregon, which recently underwent a capacity expansion, as well as the decrease in our contract brewing volume, made our Woodinville capacity redundant. Production volume from our Woodinville brewery was transferred to our Portland brewery in the second quarter of 2017. The Woodinville pub operations ceased on December 29, 2017 in anticipation of finalizing the sale of the Woodinville property.
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Assets held for sale were as follows (in thousands):
December 31, 2017 | ||||
Brewery equipment | $ | 6,972 | ||
Buildings | 12,562 | |||
Land and improvements | 3,451 | |||
Furniture, fixtures and other equipment | 454 | |||
23,439 | ||||
Impairment of assets held for sale | (493 | ) | ||
$ | 22,946 | |||
See Note 21 for a discussion of the sale of the Woodinville brewery in January 2018.
Note 21. Subsequent Events
Sale of Woodinville, Washington Brewery
On January 12, 2018, we sold our Woodinville brewery to assignees of Sound Commercial Investment Holdings, LLC, for a total purchase price of $24.5 million (the "Sale Transaction"), pursuant to the terms and conditions in the Commercial and Investment Real Estate Purchase and Sale Agreement between the parties dated as of November 29, 2017, as amended by an Addendum dated December 29, 2017, and a Second Addendum dated January 5, 2018 (as amended, the "Agreement"). The assets that were sold included the real property, equipment, fixtures, mechanical systems, and certain personal property used in our operation of the brewery and adjacent brewpub. We paid real estate brokerage commissions totaling $560,000 from the sale proceeds.
In contemplation of the sale of certain brewing and bottling equipment included in the Sale Transaction, $500,000 of the total purchase price will be placed in escrow within 60 days following the closing. If the purchaser of the equipment sells it for less than $3.5 million, the shortfall will be paid to the purchaser up to the amount held in escrow, with the balance, if any, paid to us. If the equipment has not been sold within 180 days following the closing date, the $500,000 in escrow will be paid to us.
Cross Brewing Arrangement with Anheuser-Busch Companies, LLC ("ABC")
On January 30, 2018, we entered into a Contract Brewing Agreement (the “Brewing Agreement”) with ABC, an affiliate of A-B, pursuant to which we will brew, package, and palletize certain malt beverage products of A-B's craft breweries at our Portland, Oregon, and Portsmouth, New Hampshire, breweries as selected by ABC. Under the terms of the Brewing Agreement, ABC will pay us a per barrel fee that varies based on the annual volume of the specified product brewed by us, plus (a) our actual incremental costs of brewing the product, and (b) certain capital costs and costs of graphics and labeling that we incur in connection with the brewed products.
The Brewing Agreement will expire on December 31, 2018, unless the arrangement is extended at the mutual agreement of the parties. The Brewing Agreement contains specified termination rights, including, among other things, the right of either party to terminate the Brewing Agreement if (i) the other party fails to perform any material obligation under the Brewing Agreement or any other agreement between the parties, subject to certain cure rights, or (ii) the Master Distributor Agreement is terminated.
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Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) under the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.While reasonable assurance is a high level of assurance, it does not mean absolute assurance. Disclosure controls and internal control over financial reporting cannot prevent or detect all errors, misstatements or fraud. In addition, the design of a control system must recognize that there are resource constraints, and the benefits associated with controls must be proportionate to their costs.
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Our management assessed the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework, issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2017, other than as described below, no changes in our internal control over financial reporting were identified in connection with the evaluation required by Exchange Act Rule 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
To address material weaknesses identified in connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2016, management developed a remediation plan which included:
• | revising the design of existing controls, and designing and implementing additional key controls related to identifying and accounting for non-routine transactions, which include protocols for engaging third-party accounting experts, where necessary; |
• | establishing protocols to ensure key controls operate on a timely basis to prevent and detect misstatement; and |
• | providing additional GAAP technical accounting and internal control related training to both accounting and non-accounting departments. |
Report of Independent Registered Public Accounting Firm
Moss Adams LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2017, as stated in their report, which is included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Craft Brew Alliance, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Craft Brew Alliance, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in all material respects, effective control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of Craft Brew Alliance, Inc. as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 7, 2018 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Moss Adams LLP
Portland, Oregon
March 7, 2018
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Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is contained in part in our definitive proxy statement for our 2018 Annual Meeting of Shareholders to be held on May 16, 2018 (the “2018 Proxy Statement”) under the captions “Board of Directors – Nominees for Director,” “Board of Directors – Committees of the Board – Audit Committee,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and the information contained therein is incorporated herein by reference.
Code of Conduct
We adopted a Code of Conduct and Ethics (the “Code”) applicable to all employees, including our principal executive officer, principal financial officer, principal accounting officer and directors. The Code and the charters of each of the Board committees are posted on our website at www.craftbrew.com (select Investor Relations — Governance — Highlights). Copies of these documents are available to any shareholder who requests them. Such requests should be directed to Investor Relations, Craft Brew Alliance, Inc., 929 N. Russell Street, Portland, OR 97227. Any waivers of the Code for our directors or executive officers are required to be approved by our Board of Directors. We will disclose any such waivers on a current report on Form 8-K within four business days after the waiver is approved.
Item 11. Executive Compensation
Information required by this Item is contained in our 2018 Proxy Statement under the captions “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Employment Agreements and Potential Payments Upon Termination or Change-in-Control,” “Director Compensation” and “Board of Directors – Committees of the Board – Compensation Committee” and the information contained therein is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following is a summary as of December 31, 2017 of all of our plans that provide for the issuance of equity securities as compensation. See Note 13 of Notes to Consolidated Financial Statements in Part II, Item 8 of this report for additional information.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by shareholders | 621,748 | (1) | $ | 9.88 | 421,581 | |||||||
Equity compensation plans not approved by shareholders | — | — | — | |||||||||
Total | 621,748 | $ | 9.88 | 421,581 | ||||||||
(1) | Includes a total of 183,721 performance shares that may vest between April 1, 2018 and March 31, 2020, based on the expected levels of achievement of financial targets over two separate performance periods, and 78,314 RSUs. These shares are excluded from the calculation of weighted average price in column (b) because they have no exercise price. |
The remaining information required by this Item is contained in our 2018 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management,” and the information contained therein is incorporated herein by reference.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is contained in our 2018 Proxy Statement under the captions “Transactions with Related Persons” and “Board of Directors – Director Independence” and the information contained therein is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item is contained in our 2018 Proxy Statement under the caption “Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm” and the information contained therein is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements and Schedules
Page | |
Report of Moss Adams LLP, Independent Registered Public Accounting Firm | |
Consolidated Balance Sheets as of December 31, 2017 and 2016 | |
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015 | |
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015 | |
Consolidated Statements of Common Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015 | |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 | |
Notes to Consolidated Financial Statements | |
There are no schedules required to be filed herewith.
Exhibits
Exhibits are listed in the Exhibit Index that appears immediately following the signature page of this report and is incorporated herein by reference, and are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Portland, Oregon, on March 7, 2018.
Craft Brew Alliance, Inc.
By: | /s/ Edwin A. Smith | |
Edwin A. Smith | ||
Corporate Controller and | ||
Principal Accounting Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on March 7, 2018.
Signature | Title | |
/s/ Andrew J. Thomas | Chief Executive Officer | |
Andrew J. Thomas | (Principal Executive Officer) | |
/s/ Joseph K. Vanderstelt | Chief Financial Officer and Treasurer | |
Joseph K. Vanderstelt | (Principal Financial Officer) | |
/s/ Edwin A. Smith | Corporate Controller and Principal Accounting Officer | |
Edwin A. Smith | (Principal Accounting Officer) | |
* | Chairman of the Board and Director | |
David R. Lord | ||
* | Director | |
Timothy P. Boyle | ||
* | Director | |
Marc J. Cramer | ||
* | Director | |
Paul D. Davis | ||
* | Director | |
Kevin R. Kelly | ||
* | Director | |
Nickolas A. Mills | ||
* | Director | |
Michael R. Taylor | ||
* | Director | |
Jacqueline S. Woodward | ||
*By: | /s/ Andrew J. Thomas | |
Andrew J. Thomas, | ||
as attorney in fact | ||
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EXHIBIT INDEX
Exhibit Number | Description | |
2.1** | Commercial and Investment Real Estate Purchase and Sale Agreement between Sound Commercial Investment Holdings, LLC, and Craft Brew Alliance, Inc., dated as of November 29, 2017, as amended by an Addendum dated December 29, 2017, and a Second Addendum dated January 5, 2018 (incorporated by reference from Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 19, 2018) | |
Restated Articles of Incorporation of the Registrant, dated January 2, 2012 (incorporated by reference from Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011) | ||
Amended and Restated Bylaws of the Registrant, dated December 1, 2010 (incorporated by reference from Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010) | ||
10.1* | 2010 Stock Incentive Plan | |
10.2* | Form of Nonqualified Stock Option Agreement (Executive Officer Grants) for the 2010 Stock Incentive Plan (incorporated by reference from Exhibit 10.11 to the Registrant’s Form 10-K for the year ended December 31, 2010) | |
10.3* | Form of Performance Share Award Agreement for Executive Officers for the 2010 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2014) | |
10.4* | 2014 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 27, 2014) | |
10.5* | Form of Nonqualified Option Agreement for the 2014 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2015) | |
10.6* | Form of Performance Share Award Agreement for Executive Officers for Awards in 2015 under the 2014 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2015) | |
10.7* | Form of Restricted Stock Unit Award Agreement for the 2014 Stock Incentive Plan (incorporated by reference from Exhibit 10.7 to the Registrant’s Form 10-K for the year ended December 31, 2016) | |
10.8* | Transition and Separation Agreement between the Registrant and Mark D. Moreland, dated October 31, 2014 (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2014) | |
10.9* | Letter of Agreement between the Registrant and Robert Widmer dated May 26, 2010 (incorporated by reference from Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2010) | |
Employment Agreement between the Registrant and Andrew J. Thomas, dated July 1, 2016 (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016) | ||
Employment Agreement between the Registrant and J. Scott Mennen, dated July 5, 2016 (incorporated by reference from Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016) | ||
Employment Agreement between the Registrant and John W. Glick, dated July 5, 2016 (incorporated by reference from Exhibit 10.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016) | ||
Employment Agreement between the Registrant and Kenneth C. Kunze, dated July 1. 2016 (incorporated by reference from Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016) | ||
Employment Agreement between the Registrant and Joseph K. Vanderstelt, dated June 29, 2016 (incorporated by reference from Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016) | ||
Separation Agreement between Kurt D. Widmer and the Registrant dated as of February 24, 2016 (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2016) | ||
Letter of Confidentiality/Proprietary Information and Noncompetition Agreement between the Registrant and Joseph K. Vanderstelt dated April 27, 2015 (incorporated by reference from Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2015) | ||
Summary of Compensation Arrangements for Non-Employee Directors as of January 1, 2017 (incorporated by reference from Exhibit 10.17 to the Registrant’s Form 10-K for the year ended December 31, 2016) | ||
Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 22, 2015) | ||
Sublease between Pease Development Authority as Sublessor and the Registrant as Sublessee, dated May 30, 1995 | ||
Amended and Restated Credit Agreement, dated November 30, 2015, among the Registrant, its subsidiaries, and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 3, 2015) | ||
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Exhibit Number | Description | |
Amended and Restated Security Agreement, dated November 30, 2015, among the Registrant, its subsidiaries, and Bank of America, N.A. (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 3, 2015) | ||
Amended and Restated Continuing and Unconditional Guaranty, dated November 30, 2015, among the Registrant, its subsidiaries, and Bank of America, N.A. (incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 3, 2015) | ||
Amended and Restated Exchange and Recapitalization Agreement dated as of May 1, 2011 between the Registrant and Anheuser-Busch, LLC (“A-B”) as successor in interest to Anheuser-Busch, Incorporated (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011) | ||
Amendment No. 1 to Amended and Restated Exchange and Recapitalization Agreement, dated August 23, 2016, by and between the Registrant and A-B (incorporated by reference from Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on August 24, 2016) | ||
Amended and Restated Master Distributor Agreement dated as of May 1, 2011 between the Registrant and A-B (the “A-B Master Distributor Agreement”) (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011) | ||
Amendment to A-B Master Distributor Agreement dated May 11, 2012 (incorporated by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) | ||
Amendment to A-B Master Distributor Agreement dated November 20, 2013 (incorporated by reference from Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013) | ||
Amendment No. 3 to the A-B Master Distributor Agreement, dated August 23, 2016 (incorporated by reference from Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on August 24, 2016) | ||
Contract Brewing Agreement, dated August 23, 2016, by and between the Registrant and A-B Commercial Strategies, LLC (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 24, 2016) | ||
International Distribution Agreement, dated August 23, 2016, by and between the Registrant and Anheuser-Busch Worldwide Investments, LLC (incorporated by reference from Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on August 24, 2016) | ||
Registration Rights Agreement dated as of July 1, 2004 between the Registrant and A‑B (incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 2, 2004) (File No. 0-26542) | ||
Master Lease Agreement dated as of June 6, 2007 between Banc of America Leasing & Capital, LLC and Widmer Brothers Brewing Company (incorporated by reference from Exhibit 10.2 to the Registrant’s Amendment No. 1 to the Registration Statement on Form S-4, No. 333-149908 filed on May 2, 2008 (“S-4 Amendment No. 1”)) | ||
Amended and Restated License Agreement dated as of February 28, 1997 between Widmer Brothers Brewing Company and Widmer’s Wine Cellars, Inc. and Canandaigua Wine Company, Inc. (incorporated by reference to Exhibit 10.3 from the S-4 Amendment No. 1) | ||
Restated Lease dated as of January 1, 1994 between Smithson & McKay Limited Liability Company and Widmer Brothers Brewing Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010) | ||
Commercial Lease (Restated) dated as of December 18, 2007 between Widmer Brothers LLC and Widmer Brothers Brewing Company (incorporated by reference to Exhibit 10.5 from the S-4 Amendment No. 1) | ||
Sublease dated as of September 1, 2010 between Manini Holdings, LLC and Kona Brewing Co., LLC. (incorporated by reference from Exhibit 10.41 to the Registrant’s Form 10-K for the year ended December 31, 2010) | ||
Amended and Restated Continental Distribution and Licensing Agreement between the Registrant and Kona Brewery LLC dated March 26, 2009 (incorporated by reference from Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010) | ||
Sublease dated as of March 31, 2011 between Manini Holdings, LLC and Kona Brewing Co., LLC (incorporated by reference from Exhibit 10.43 to the Registrant’s Amendment No. 1 to Form 10-K for the year ended December 31, 2010) | ||
Option and Agreement of Purchase and Sale dated as of January 8, 2016, by and between the Registrant and Pabst Northwest Brewing Company, LLC (incorporated by reference from Exhibit 10.2 to Amendment No. 1 to the Registrant's Form 10-Q for the quarter ended March 31, 2016) | ||
Form of Performance Share Award Agreement for Executive Officers for Awards in 2016 and 2017 under the 2014 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2017) | ||
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Exhibit Number | Description | |
Contract Brewing Agreement between Anheuser-Busch Companies, LLC and Craft Brew Alliance, Inc. dated January 30, 2018 (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 1, 2018) | ||
Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Registrant’s Form 10-K for the year ended December 31, 2010 filed on April 1, 2011) | ||
Consent of Moss Adams LLP, Independent Registered Public Accounting Firm | ||
Power of Attorney – Directors of Craft Brew Alliance, Inc. | ||
Certification of Chief Executive Officer of Craft Brew Alliance, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer of Craft Brew Alliance, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Form 10-K for the year ended December 31, 2017 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Press Release dated March 7, 2018 | ||
Description of Common Stock (incorporated by reference from Exhibit 99.2 to the Registrant’s Form 10-K for the year ended December 31, 2012) | ||
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
* | Denotes a management contract or a compensatory plan or arrangement. |
** | The Company has omitted schedules and similar attachments pursuant to Item 601(b)(2) of Regulation S-K and will furnish a copy of any omitted schedule or similar attachment to the United States Securities and Exchange Commission upon request. |
† | Confidential treatment has been requested with respect to portions of this exhibit. A complete copy of the agreement, including the redacted terms, has been separately filed with the Securities and Exchange Commission. |
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