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Item 1. Banking Statements

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The accompanying addendum are an basal allotment of these banking statements.

The accompanying addendum are an basal allotment of these banking statements.

The accompanying addendum are an basal allotment of these banking statements.

The accompanying addendum are an basal allotment of these banking statements.

CRAFT BREW ALLIANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Base of Presentation

The accompanying circumscribed banking statements and accompanying addendum should be apprehend in affiliation with the circumscribed banking statements and addendum thereto included in our Anniversary Address on Form 10-K for the year ended December 31, 2017 (“ 2017 Anniversary Report”). These circumscribed banking statements accept been able pursuant to the rules and regulations of the Antithesis and Barter Commission (“SEC”). Accordingly, assertive advice and comment disclosures commonly included in circumscribed banking statements able in accordance with accounting attempt about accustomed in the United States (“U.S. GAAP”) accept been abridged or bare pursuant to such rules and regulations. These circumscribed banking statements are unaudited but, in the appraisal of management, reflect all absolute adjustments all-important to present adequately our circumscribed banking position, after-effects of operations and banknote flows for the periods presented. All such adjustments were of a normal, alternating nature. The after-effects of operations for such acting periods are not necessarily apocalyptic of the after-effects of operations for the abounding year.

Reclassifications

Certain reclassifications accept been fabricated to the above-mentioned year’s abstracts to accommodate to the accepted year’s presentation. None of the changes affect our ahead appear circumscribed Net sales, Gross profit, Operating assets (loss), Net assets or Basal or adulterated net assets per share.

Note 2. Recent Accounting Pronouncements

ASU 2018-15

In August 2018, the Banking Accounting Standards Board (“FASB”) issued Accounting Standards Amend (“ASU”) 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Accomplishing Costs Incurred in a Cloud Computing Acclimation That Is a Anniversary Contract.” ASU 2018-15 aligns the requirements for capitalizing accomplishing costs incurred in a hosting acclimation that is a anniversary acclimation with the requirements for capitalizing accomplishing costs incurred to advance or access internal-use software. ASU 2018-15 is able for budgetary years, including acting periods aural those budgetary years, alpha afterwards December 15, 2019, with aboriginal acceptance permitted. We are still evaluating the aftereffect of the acceptance of ASU 2018-15.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13, “Fair Bulk Altitude (Topic 820): Acknowledgment Framework—Changes to the Acknowledgment Requirements for Fair Bulk Measurement.” ASU 2018-13 removes, modifies and adds assertive acknowledgment requirements on fair bulk measurements. ASU 2018-13 is able for budgetary years, including acting periods aural those budgetary years, alpha afterwards December 15, 2019, with aboriginal acceptance permitted. We are still evaluating the aftereffect of the acceptance of ASU 2018-13.

 

ASU 2018-02

In February 2018, the FASB issued ASU 2018-02, “Income Anniversary – Advertisement Absolute Assets (Topic 220): Reclassification of Assertive Tax Furnishings from Accumulated Added Absolute Income.” ASU 2018-02 allows entities to reclassify accumulated added absolute assets to retained antithesis for abandoned tax furnishings consistent from the Tax Cuts and Jobs Act (the “Act”). This amend is able for acting and anniversary advertisement periods alpha afterwards December 15, 2018, with aboriginal acceptance permitted. The amend should be activated either in the aeon of acceptance or retrospectively to anniversary aeon (or periods) in which the aftereffect of the assets tax bulk change consistent from the Act is recognized. The aboriginal acceptance of ASU 2018-02 on January 1, 2018 did not accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2017-12

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 refines and expands barrier accounting for both banking and article risks. Its accoutrement actualize added accuracy about how bread-and-er after-effects are presented, both on the face of the banking statements and in the footnotes. It additionally makes assertive targeted improvements to abridge the appliance of barrier accounting guidance. ASU 2017-12 is able for budgetary years, including acting periods aural those budgetary years, alpha afterwards December 15, 2018, on a -to-be basis. We do not apprehend the acceptance of ASU 2017-12 to accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2017-09

In May 2017, the FASB issued ASU 2017-09, “Compensation – Banal Advantage (Topic 718) – Ambit of Modification Accounting.” ASU 2017-09 provides accuracy and is accepted to abate both assortment in convenance and the bulk and complication back accounting for a change to the acceding of a stock-based award. ASU 2017-09 is able for budgetary years, including acting periods aural those budgetary years, alpha afterwards December 15, 2017, on a -to-be basis. The acceptance of ASU 2017-09 on January 1, 2018 did not accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2017-04

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Amicableness and Added (Topic 350) – Simplifying the Analysis for Amicableness Impairment.” ASU 2017-04 simplifies the consecutive altitude of amicableness by eliminating Step 2 from the amicableness crime test. An article should accomplish its annual, or interim, amicableness crime analysis by comparing the fair bulk of a advertisement assemblage with its accustomed amount, and admit an crime allegation for the bulk by which the accustomed bulk exceeds the advertisement unit’s fair value, if applicable. The accident accustomed should not beat the absolute bulk of amicableness allocated to the advertisement unit. The aforementioned crime analysis additionally applies to any advertisement assemblage with a aught or abrogating accustomed amount. An article still has the advantage to accomplish the qualitative appraisal for a advertisement assemblage to actuate if the quantitative crime analysis is necessary. ASU 2017-04 is able for budgetary years, including acting periods aural those budgetary years, alpha afterwards December 15, 2019, on a -to-be basis. Aboriginal acceptance is acceptable for acting or anniversary amicableness crime tests performed afterwards January 1, 2017. We do not apprehend the acceptance of ASU 2017-04 to accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2016-18

In August 2016, the FASB issued ASU 2016-18, “Statement of Banknote Flows (Topic 230) – Belted Cash.” ASU 2016-18 reduces the assortment in convenance in the allocation and the presentation of belted banknote aural an entity’s anniversary of banknote flows. ASU 2016-18 is able for anniversary periods alpha afterwards December 15, 2017, and acting periods aural those anniversary periods, with aboriginal acceptance permitted. The acceptance of ASU 2016-18 on January 1, 2018 did not accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2016-15

In August 2016, the FASB issued ASU 2016-15, “Statement of Banknote Flows (Topic 230) – Allocation of Assertive Banknote Receipts and Banknote Payments.” ASU 2016-15 addresses eight specific banknote breeze issues and how they should be appear on the anniversary of banknote flows. ASU 2016-15 is able for anniversary periods alpha afterwards December 15, 2017, and acting periods aural those anniversary periods, with aboriginal acceptance permitted. The acceptance of ASU 2016-15 on January 1, 2018 did not accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2016-13

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Acclaim Losses (Topic 326).” ASU 2016-13 addresses accounting for acclaim losses for assets that are not abstinent at fair bulk through net assets on a alternating basis. ASU 2016-13 is able for anniversary periods alpha afterwards December 15, 2019, and acting periods aural those anniversary periods, with aboriginal acceptance acceptable for budgetary years alpha afterwards December 15, 2018. We do not apprehend the acceptance of ASU 2016-13 to accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2016-02, ASU2018-10 and ASU 2018-11

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 increases accuracy and allegory amid organizations by acquainted charter assets and charter liabilities on the antithesis area and requires advice key advice about leasing arrangements. ASU 2016-02 is able for anniversary periods alpha afterwards December 15, 2018, and acting periods aural those anniversary periods. We are currently evaluating the abeyant appulse of the acceptance of ASU 2016-02 on our circumscribed banking statements. We currently apprehend the acceptance of this accepted to aftereffect in a absolute access to the assets and liabilities on our circumscribed antithesis sheets.

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” ASU 2018-10 provides attenuated amendments that analyze how to administer assertive aspects of the advice in ASU 2016-02. ASU 2018-10 is able for anniversary periods alpha afterwards December 15, 2018, and acting periods aural those anniversary periods. We are still evaluating the aftereffect of the acceptance of ASU 2018-10.

In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” ASU 2018-11 provides an alternative alteration method, that allows entities to initially administer the new leases accepted at the acceptance date and admit a cumulative-effect acclimation to the aperture antithesis of retained antithesis in the aeon of adoption. ASU 2018-11 is able for anniversary periods alpha afterwards December 15, 2018, and acting periods aural those anniversary periods. We are still evaluating the aftereffect of the acceptance of ASU 2018-11.

ASU 2016-01

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10).” ASU 2016-01 enhances the advertisement archetypal for banking instruments to accommodate users of banking statements with added decision-useful advice by acclamation assertive aspects of recognition, measurement, presentation and acknowledgment of banking instruments. The amendments abridge assertive requirements and additionally abate assortment in accepted convenance for added requirements. ASU 2016-01 is able for accessible companies for budgetary years alpha afterwards December 15, 2017, including acting periods aural those budgetary years. The acceptance of ASU 2016-01 on January 1, 2018 did not accept a absolute aftereffect on our banking position, after-effects of operations or banknote flows.

ASU 2014-09, ASU 2016-10 and ASU 2016-12

In May 2014, the FASB issued ASU 2014-09, “Revenue from Affairs with Barter (Topic 606).” ASU 2014-09, as amended, affects any article application U.S. GAAP that either enters into affairs with barter to alteration appurtenances or casework or enters into affairs for the alteration of nonfinancial assets unless those affairs are aural the ambit of added standards (e.g., allowance affairs or charter contracts). ASU 2014-09, as amended, is able for budgetary years, and acting periods aural those budgetary years, alpha afterwards December 15, 2017.

In April 2016, the FASB issued ASU 2016-10, “Revenue from Affairs with Barter (Topic 606) – Anecdotic Achievement Obligations and Licensing.” ASU 2016-10 clarifies aspects of Topic 606 accompanying to anecdotic achievement obligations and the licensing accomplishing guidance, while application the accompanying bulk attempt for those areas. The able date and alteration requirements for ASU 2016-10 are the aforementioned as the able date and alteration requirements in ASU 2014-09.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Affairs with Barter (Topic 606) – Narrow-Scope Improvements and Practical Expedients.” ASU 2016-12 clarifies aspects of Topic 606 accompanying to the advice on assessing collectibility, presentation of sales taxes, non-cash consideration, and completed affairs and acclimation modifications. The able date and alteration requirements for ASU 2016-12 are the aforementioned as the able date and alteration requirements in ASU 2014-09.

The standards admittance either the attendant or the adapted attendant (cumulative effect) alteration method. On January 1, 2018, we adopted the new accounting accepted Accounting Standards Codification (“ASC”) 606, “Revenue from Affairs with Customers” and all the accompanying amendments to all affairs application the adapted attendant method. We accustomed the accumulative aftereffect of initially applying the new acquirement accepted as an acclimation to the aperture antithesis of accumulated deficit. We apprehend the appulse of the acceptance of the new accepted to be immaterial to our net assets on an advancing basis.

See additionally Note 8.

Note 3. Cash, Banknote Equivalents and Belted Cash

We advance banknote balances with banking institutions that may beat federally insured limits. We accede all awful aqueous investments with an aboriginal ability of three months or beneath to be banknote equivalents. As of September 30, 2018 and December 31, 2017 , we did not accept any banknote equivalents.

As allotment of our banknote administration system, we use a controlled bulk anniversary to armamentarium banknote administration checks presented for acquittal by the holder. Checks issued but not yet presented to banks may aftereffect in defalcation balances for accounting purposes. As of September 30, 2018 and December 31, 2017 , there were no coffer overdrafts. Changes in coffer overdrafts from aeon to aeon are appear in the Circumscribed Statements of Banknote Flows as a basal of operating activities aural Accounts payable and Added accrued expenses.

Cash and banknote equivalents that are belted as to abandonment or use beneath acceding of assertive acknowledged agreements are recorded in Cash, banknote equivalents and belted banknote on our Circumscribed Antithesis Sheets. Belted banknote of $0.5 million at September 30, 2018 represents funds captivated in an escrow anniversary from the auction of our Woodinville brewery accompanying to a lien; we apprehend that the affirmation will be bound in our favor and the brake will be removed. We did not accept any belted banknote at December 31, 2017 .

Note 4. Inventories

Inventories are declared at the lower of accepted bulk or net accessible value.

We consistently analysis our inventories for the attendance of anachronistic artefact attributed to age, seasonality and quality. If our analysis indicates a abridgement in account beneath the product’s accustomed value, we abate the artefact to a new bulk basis. We almanac the bulk of account for which we appraisal we accept added than a twelve-month accumulation as a basal of Intangible, disinterestedness acclimation advance and added assets, net on our Circumscribed Antithesis Sheets.

Inventories consisted of the afterward (in thousands):

 

September 30, 2018

 

December 31, 2017

Raw materials

$

7,801

 

$

4,290

Work in process

2,803

 

1,960

Finished goods

4,354

 

5,009

Packaging materials

960

 

956

Promotional merchandise

831

 

1,161

Brewpub food, beverages and supplies

522

 

468

 

$

17,271

 

$

13,844

Work in action is beer captivated in cooler tanks above-mentioned to the filtration and packaging process.

Note 5. Accompanying Affair Transactions

As of September 30, 2018 and December 31, 2017 , Anheuser-Busch, LLC (“A-B”) endemic approximately 31.3% and 31.4% , respectively, of our outstanding accepted stock.

Transactions with A-B, Ambev and Anheuser-Busch Worldwide Investments, LLC (“ABWI”)

In December 2015, we partnered with Ambev, the Brazilian accessory of Anheuser-Busch InBev SA, to administer Kona beers into Brazil. In August 2016, we additionally entered into an All-embracing Administration Acceding with ABWI, an associate of A-B, pursuant to which ABWI distributes our malt cooler articles in jurisdictions alfresco the United States, accountable to the acceding and altitude of our above-mentioned acceding with our added all-embracing distributor, CraftCan Travel LLC, and assertive added limitations.

Contract Brewing Acclimation with Anheuser-Busch Companies, LLC (“ABC”)

On January 30, 2018, we entered into a Acclimation Brewing Acceding (the “Brewing Agreement”) with ABC, an associate of A-B, pursuant to which we brew, package, and palletize assertive malt cooler articles of A-B’s ability breweries at our Portland, Oregon, and Portsmouth, New Hampshire, breweries as called by ABC. Beneath the acceding of the Brewing Agreement, ABC pays us a per fee that varies based on the anniversary aggregate of the authentic artefact brewed by us, added (a) our absolute incremental costs of brewing the artefact and (b) assertive basal costs and costs of cartoon and labeling that we access in affiliation with the brewed products.

The Brewing Acceding will expire on December 31, 2018, unless the acclimation is connected at the alternate acceding of the parties. The Brewing Acceding contains authentic abortion rights, including, amid added things, the appropriate of either affair to aish the Brewing Acceding if (i) the added affair fails to accomplish any absolute obligation beneath the Brewing Acceding or any added acceding amid the parties, accountable to assertive cure rights, or (ii) the Adept Benefactor Acceding is terminated.

Transactions with A-B, Ambev, ABWI and ABC consisted of the afterward (in thousands):

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2018

 

2017

 

2018

 

2017

Gross sales to A-B and Ambev

$

41,737

 

$

46,147

 

$

129,588

 

$

127,932

International administration fee becoming from ABWI

850

 

850

 

2,550

 

2,550

International administration fee from ABWI, recorded in Deferred revenue

650

 

400

 

1,950

 

1,200

Contract Brewing fee becoming from ABC

821

 

 

1,679

 

Margin fee paid to A-B, classified as a abridgement of Sales

601

 

649

 

1,806

 

1,806

Inventory administration and added fees paid to A-B, classified in Bulk of sales

97

 

97

 

287

 

289

Media and added acceding from A-B, classified as a abridgement of Selling, accepted and authoritative expenses

192

 

221

 

192

 

295

Amounts due to or from A-B and ABWI were as follows (in thousands):

 

September 30, 2018

 

December 31, 2017

Amounts due from A-B accompanying to beer sales pursuant to the A-B benefactor agreement

$

15,667

 

$

15,663

Amounts due from ABWI and A-B accompanying to all-embracing administration fee

4,500

 

5,000

Refundable deposits due to A-B

(2,483

)

 

(1,619

)

Amounts due to A-B for casework rendered

(9,109

)

 

(4,836

)

Net bulk due from A-B and ABWI

$

8,575

 

$

14,208

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Transactions with Wynwood Brewing Co. (“Wynwood”)

As of September 30, 2018 and December 31, 2017 , we endemic a 24.5% absorption in Wynwood. The accustomed bulk of our advance was $2.0 million as of September 30, 2018 .

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2018

 

2017

 

2018

 

2017

Master benefactor fee earned

$

3

 

$

3

 

$

22

 

$

3

Royalty fee paid

 

31

 

 

31

Brewery adumbrative reimbursement, classified as a abridgement of Selling, accepted and authoritative expenses

 

42

 

 

42

Share of loss, classified as a basal of Added assets (expense), net

22

 

37

 

44

 

37

Refund of investment, classified as a abridgement in the accustomed bulk of the disinterestedness acclimation investment

 

 

23

 

 

September 30, 2018

 

December 31, 2017

Amounts receivable accompanying to raw abstracts and alternating cartel fees

$

277

 

$

148

Amounts receivable accompanying to Brewery adumbrative reimbursements

 

32

Amounts due accompanying to purchases of beer pursuant to the benefactor agreement

(206

)

 

(116

)

Amounts due accompanying to Ability fees

 

(4

)

Net bulk receivable

$

71

 

$

60

Operating Leases

We charter our address appointment space, restaurant and accumulator accessories amid in Portland, acreage and assertive accessories from two bound accountability companies, both of whose associates accommodate our above Board Chair, who is additionally a cogent shareholder, and his brother, who continues to be alive by us. Charter payments to these lessors were as follows (in thousands) and are included in the Rent bulk beneath all operating leases above:

Three Months Ended September 30,

 

Nine Months Ended September 30,

2018

 

2017

 

2018

 

2017

$

41

 

$

26

 

$

123

 

$

87

We authority charter and appoint obligations for assertive appointment amplitude and the acreage basal the brewery and pub area in Kona, Hawaii, with a aggregation whose owners accommodate a actor who owns added than 5% of our accepted stock. The appoint affairs expire on assorted dates through 2020 , with an addendum at our advantage for two five -year periods. Charter payments to this freeholder were as follows (in thousands) and are included in the Rent bulk beneath all operating leases above:

Three Months Ended September 30,

 

Nine Months Ended September 30,

2018

 

2017

 

2018

 

2017

$

145

 

$

143

 

$

435

 

$

431

Note 6. Acquired Banking Instruments

Interest Bulk Bandy Contracts

Our accident administration objectives are to ensure that business and banking exposures to accident that accept been articular and abstinent are minimized application the best able and able methods to reduce, alteration and, back possible, annihilate such exposures. Operating decisions contemplate associated risks and administration strives to anatomy proposed affairs to abstain or abate accident whenever possible.

We accept adjourned our vulnerability to assertive business and banking risks, including absorption bulk accident associated with our variable-rate abiding debt. To abate this risk, able January 23, 2014, we entered into an absorption bulk bandy acclimation with Coffer of America, N.A. (“BofA”) for 75% of the Appellation Accommodation balance, to barrier the airheadedness of absorption payments associated with our variable-rate borrowings beneath our Appellation Accommodation with BofA. The Appellation Accommodation acclimation and the absorption bulk bandy aish on September 30, 2023 . The Appellation Accommodation acclimation had a absolute abstract bulk of $6.7 million as of September 30, 2018 . Through this bandy agreement, we pay absorption at a anchored bulk of 2.86% and accept absorption at a floating-rate of the one-month LIBOR, which was 2.18% at September 30, 2018 .

Effective January 4, 2016, we entered into a $9.1 million abstract bulk absorption bulk bandy acclimation with BofA, which was set to expire January 1, 2019 , to barrier the airheadedness of absorption payments associated with our variable-rate borrowings on our band of credit. The abstract bulk fluctuated based on a predefined agenda based on our advancing borrowings. This bandy acceding was concluded able January 18, 2018 as we paid off our band of credit, and we accustomed absorption of $27,000 .

Since the absorption bulk swaps barrier the airheadedness of absorption payments on capricious bulk debt with agnate terms, they authorize for banknote breeze barrier accounting treatment.

As of September 30, 2018 , abeyant net assets of $4,000 were recorded in Accumulated added absolute assets (loss) as a aftereffect of these hedges. The able allocation of the accretion or accident on the derivatives is reclassified into Absorption bulk in the aforementioned aeon during which we almanac Absorption bulk associated with the accompanying debt. There was no barrier disability during the first nine months of 2018 or 2017 .

The fair bulk of our acquired instruments are recorded as a basal of Added liabilities on our circumscribed antithesis bedding was as follows (in thousands):

 

September 30, 2018

 

December 31, 2017

Fair bulk of absorption bulk swaps – asset (liability)

$

4

 

$

(221

)

 

The aftereffect of our absorption bulk bandy affairs that were accounted for as a acquired apparatus on our Circumscribed Statements of Operations was as follows (in thousands):

Derivatives in Banknote Breeze Hedging Relationships

 

Amount of Gain

Recognized in Accumulated OCI (Effective Portion)

 

Location of Accident Reclassified

from Accumulated OCI into

Income (Effective Portion)

 

Amount of Accident Reclassified from Accumulated OCI into

Income (Effective Portion)

Three Months Ended September 30,

 

 

 

 

 

 

2018

 

$

52

 

Interest expense

 

$

13

2017

 

$

24

 

Interest expense

 

$

30

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

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2018

 

$

225

 

Interest expense

 

$

52

2017

 

$

101

 

Interest expense

 

$

123

See additionally Note 7.

Note 7. Fair Bulk Measurements

Factors acclimated in free the fair bulk of our banking assets and liabilities are abbreviated into three ample categories:

Level 1 – quoted prices in alive markets for identical antithesis as of the advertisement date;

Level 2 – added cogent anon or alongside appreciable inputs, including quoted prices for agnate securities, absorption rates, accommodation speeds and acclaim risk; and

Level 3 – cogent inputs that are about beneath appreciable than cold sources, including our own assumptions in free fair value.

The factors or alignment acclimated for account antithesis are not necessarily an adumbration of the accident associated with advance in those securities.

The afterward table summarizes assets and (liabilities) abstinent at fair bulk on a alternating base (in thousands):

Fair Bulk at September 30, 2018

 

Level 1

 

Level 2

 

Level 3

 

Total

Interest bulk swap

 

$

 

$

4

 

$

 

$

4

 

 

 

 

 

 

 

 

 

Fair Bulk at December 31, 2017

 

 

 

 

 

 

 

 

Interest bulk swaps

 

$

 

$

(221

)

 

$

 

$

(221

)

The fair bulk of our absorption bulk swaps was based on anniversary statements from the arising bank. There were no changes to our appraisal techniques during the nine months ended September 30, 2018 .

We accept the accustomed amounts of Cash, banknote equivalents and belted cash, Accounts receivable, Added accepted assets, Accounts payable, Accrued salaries, accomplishment and bulk taxes, and Added accrued costs are a reasonable approximation of the fair bulk of those banking instruments because of the attributes of the basal affairs and the concise maturities involved.

We had fixed-rate debt outstanding as follows (in thousands):

 

September 30, 2018

 

December 31, 2017

Fixed-rate debt on Circumscribed Antithesis Sheets

$

1,648

 

$

1,855

Estimated fair bulk of fixed-rate debt

1,671

 

1,915

We account the estimated fair bulk of our fixed-rate debt application a discounted banknote breeze methodology. Application estimated accepted absorption ante based on a agnate accident contour and continuance (Level 2), the anchored banknote flows are discounted and summed to compute the fair bulk of the debt.

Note 8. Acquirement Recognition

On January 1, 2018, we adopted the Accounting Standards Codification (“ASC”) 606, “Revenue from Affairs with Customers” and all the accompanying amendments (the “new acquirement standard”) for all of our acquirement contracts, application the adapted attendant method. We accustomed the accumulative aftereffect of initially applying the new acquirement accepted as an acclimation to the aperture antithesis of Accumulated deficit. The acceptance of ASC 606 did not accept a absolute appulse on our circumscribed banking statements as of January 1, 2018 or for the three and nine -month periods ended September 30, 2018 .

The adjustments to our Circumscribed Antithesis Bedding aloft acceptance of ASC 606, able January 1, 2018 were as follows (in thousands):

 

 

Balance at December 31, 2017

 

Adjustments due to ASC 606

 

Balance at January 1, 2018

Assets:

 

 

 

 

 

 

Other accepted assets

 

$

4,335

 

$

(237

)

 

$

4,098

Intangible, disinterestedness acclimation advance and added assets, net

 

20,949

 

(157

)

 

20,792

 

 

 

 

 

 

 

Common shareholders’ equity:

 

 

 

 

 

 

Accumulated deficit

 

$

(11,337

)

 

$

(394

)

 

$

(11,731

)

In accordance with the new acquirement accepted requirements, the acknowledgment of the appulse of acceptance on our Circumscribed Antithesis Bedding and Circumscribed Statements of Operations was as follows (in thousands):

 

 

September 30, 2018

 

 

As Reported

 

Balance without Adoption of ASC 606

 

Effect of Change Higher (Lower)

Consolidated Antithesis Sheets

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Other accepted assets

 

$

1,275

 

$

1,492

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$

(217

)

Intangible, disinterestedness acclimation advance and added assets, net

 

20,244

 

20,244

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Deferred assets tax liability, net

 

12,271

 

12,316

 

(45

)

 

 

 

 

 

 

 

Common shareholders’ equity:

 

 

 

 

 

 

Accumulated deficit

 

$

(7,057

)

 

$

(7,319

)

 

$

(262

)

 

 

Three Months Concluded September 30, 2018

 

Nine Months Concluded September 30, 2018

 

 

As Reported

 

Balance without Adoption of ASC 606

 

Effect of Change Higher (Lower)

 

As Reported

 

Balance without Adoption of ASC 606

 

Effect of Change Higher (Lower)

Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

Selling, accepted and authoritative expenses

 

$

16,712

 

$

16,771

 

$

(59

)

 

$

47,317

 

$

47,495

 

$

(178

)

Income tax accouterment (benefit)

 

(194

)

 

(209

)

 

15

 

1,600

 

1,555

 

45

Net income

 

61

 

19

 

42

 

4,674

 

4,546

 

128

The afterward table disaggregates our Sales by above antecedent (in thousands):

 

 

Three Months Concluded September 30, 2018

 

Nine Months Concluded September 30, 2018

 

 

Beer Related 1

 

Brewpubs

 

Total

 

Beer Related 1

 

Brewpubs

 

Total

Product awash through benefactor agreements 2

 

$

45,326

 

$

 

$

45,326

 

$

139,141

 

$

 

$

139,141

Alternating cartel and acclimation brewing fees

 

2,863

 

 

2,863

 

8,748

 

 

8,748

International administration fees

 

850

 

 

850

 

2,550

 

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2,550

Brewpubs 3

 

 

6,166

 

6,166

 

 

18,278

 

18,278

Other 4

 

434

 

 

434

 

2,260

 

 

2,260

 

 

$

49,473

 

$

6,166

 

$

55,639

 

$

152,699

 

$

18,278

 

$

170,977

(1)

Beer Accompanying sales accommodate sales to A-B subsidiaries including Ambev, ABWI and ABC. Sales to wholesalers through the A-B benefactor acceding in the three and nine -month periods ended September 30, 2018 represented 76.9% and 77.2% of our Sales, respectively.

(2)

Product awash through benefactor agreements included calm and all-embracing sales of endemic and non-owned brands pursuant to acceding in our benefactor agreements.

(3)

Brewpub sales accommodate sales of promotional commodity and sales of beer anon to customers.

(4)

Other sales accommodate sales of beer accompanying merchandise, hops, spent atom and an consign administrator fee.

 

Revenue is accustomed back obligations beneath the acceding of a acclimation with our barter are satisfied; about this occurs back the artefact arrives at administration centers or back the banker takes possession. Acquirement is abstinent as the bulk of application we apprehend to accept in barter for appointment goods. We accede chump acquirement orders, which in some cases are absolute by a adept agreement, to be the affairs with a customer. For anniversary acclimation accompanying to the assembly of beer, we accede the affiance to alteration products, anniversary of which is distinct, to be the articular achievement obligation. The transaction bulk for anniversary achievement obligation is accurately articular aural the acclimation with our chump and represents the fair standalone affairs price. Discounts are accustomed as a abridgement to Sales at the time we admit the revenue. We about do not admission acknowledgment privileges, except in bound and specific circumstances.

A achievement obligation is a affiance in a acclimation to alteration a audible acceptable or anniversary to the customer, and is the assemblage of accounting pursuant to ASC 606. In affairs with assorted achievement obligations, we analyze anniversary achievement obligation and appraise whether the achievement obligation is audible aural the ambience of the acclimation at acclimation inception. Achievement obligations that are not audible at acclimation birth are combined.

 

We entered into an All-embracing Administration Acceding (“IDA”) with A-B for the rights to serve as our absolute benefactor in all-embracing territories authentic by the IDA for a 10-year period. The IDA represents a audible all-embracing authorization to all territories authentic in the IDA. Acquirement is accustomed on a straight-line base over the 10-year appellation of the agreement. In accordance with ASC 606, we appraise the factors acclimated in our estimates of capricious application to be accustomed beneath affairs on a anniversary basis. We appraisal capricious application as the best acceptable bulk to which we apprehend to be entitled. We accept evaluated, on a anniversary basis, the qualitative factors, including accepted bazaar altitude and our accord with A-B, and we accede receiving $34.0 million over the 10 -year appellation of the IDA the best acceptable aftereffect beneath the IDA. We accept that the achievability of a cogent changeabout of accumulative acquirement accustomed from this acceding beneath this cessation is remote. Beneath the IDA, A-B has the appropriate to affair acquirement orders to administer artefact in all-embracing territories authentic by the IDA. Anniversary acquirement adjustment placed beneath the IDA is a audible achievement obligation. The transaction bulk for anniversary achievement obligation is a sales-based royalty, which is accustomed as acquirement in accordance with the sales-based ability exception. Accordingly, ability acquirement is accustomed as the airheadedness associated with the ability is resolved, which is aloft A-B’s consecutive auction of our product.

In cases area all altitude to a auction are not met at the time of sale, acquirement acceptance is deferred until all altitude are met. As of January 1, 2018, Deferred acquirement on our Circumscribed Antithesis Bedding included $3.4 million accompanying to the IDA. As of September 30, 2018 , we becoming the appropriate to accept an additional $4.5 million pursuant to the IDA, of which we accept recognized $2.6 million as Sales, consistent in Deferred acquirement of $5.3 million at September 30, 2018 . We will access the appropriate to accept an additional $1.5 million in the fourth division of 2018 and we apprehend to access the appropriate to accept an additional $20.0 million in 2019. We apprehend to admit an additional $0.9 million of Deferred acquirement as Sales in the of 2018, $3.2 million in 2019, and $22.7 million thereafter.

Note 9. Articulation After-effects and Concentrations

Our arch operating accommodation maker monitors Net sales and gross margins of our Beer Accompanying operations and our Brewpubs operations. Beer Accompanying operations accommodate the brewing operations and accompanying calm and all-embracing beer and cider sales of our Kona, Widmer Brothers, Redhook and Omission beer brands and Square Mile cider brand. Brewpubs operations primarily accommodate our brewpubs, some of which are amid adjoining to our Beer Accompanying operations. We do not clue operating after-effects above the gross allowance akin or our assets on a articulation level.

Net sales, Gross accumulation and gross allowance advice by articulation was as follows (dollars in thousands):

 

 

Three Months Concluded September 30,

2018

 

Beer Related

 

Brewpubs

 

Total

Net sales

 

$

46,723

 

$

6,166

 

$

52,889

Gross profit

 

$

16,261

 

$

438

 

$

16,699

Gross margin

 

34.8

%

 

7.1

%

 

31.6

%

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

Net sales

 

$

49,073

 

$

7,565

 

$

56,638

Gross profit

 

$

18,679

 

$

705

 

$

19,384

Gross margin

 

38.1

%

 

9.3

%

 

34.2

%

 

 

 

 

 

 

 

 

 

Nine Months Concluded September 30,

2018

 

Beer Related

 

Brewpubs

 

Total

Net sales

 

$

143,921

 

$

18,278

 

$

162,199

Gross profit

 

$

52,913

 

$

984

 

$

53,897

Gross margin

 

36.8

%

 

5.4

%

 

33.2

%

 

 

 

 

 

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2017

 

 

 

 

 

 

Net sales

 

$

140,359

 

$

21,131

 

$

161,490

Gross profit

 

$

48,569

 

$

1,813

 

$

50,382

Gross margin

 

34.6

%

 

8.6

%

 

31.2

%

 

The segments use abounding of the aforementioned assets. For centralized advertisement purposes, we do not admeasure assets by articulation and, therefore, no asset by articulation advice is provided to our arch operating accommodation maker.

In advancing this banking information, assertive costs were allocated amid the segments based on administration estimates, while others were based on specific factors such as headcount. These factors can accept a cogent appulse on the bulk of Gross accumulation for anniversary segment. While we accept we accept activated a reasonable methodology, appointment of added reasonable bulk allocations to anniversary articulation could aftereffect in materially altered articulation Gross profit.

Sales to wholesalers through the A-B benefactor acceding represented the afterward allotment of our Sales:

Three Months Concluded September 30,

 

Nine Months Concluded September 30,

2018

 

2017

 

2018

 

2017

76.9

%

 

77.2

%

 

77.2

%

 

75.2

%

 

Receivables from A-B and ABWI represented the afterward allotment of our Accounts receivable balance:

September 30, 2018

 

December 31, 2017

70.9

%

 

74.4

%

Note 10. Cogent Stock-Based Plan Activity and Stock-Based Compensation

Stock-Based Compensation

Stock-based advantage bulk was accustomed in our Circumscribed Statements of Operations as follows (in thousands):

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2018

 

2017

 

2018

 

2017

Cost of sales

$

42

 

$

50

 

$

108

 

$

86

Selling, accepted and authoritative expense

329

 

341

 

950

 

859

Total stock-based advantage expense

$

371

 

$

391

 

$

1,058

 

$

945

At September 30, 2018 , we had absolute anonymous stock-based advantage bulk of $2.0 million , which will be accustomed over the abounding boilerplate actual vesting aeon of 1.8 years .

 

Note 11. Antithesis Per Share

The adaptation amid the cardinal of shares acclimated for the basal and adulterated per allotment calculations, as able-bodied as added accompanying information, is as follows (in thousands):

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2018

 

2017

 

2018

 

2017

Weighted boilerplate accepted shares acclimated for basal EPS

19,370

 

19,296

 

19,338

 

19,278

Dilutive aftereffect of stock-based awards

175

 

147

 

187

 

123

Shares acclimated for adulterated EPS

19,545

 

19,443

 

19,525

 

19,401

 

 

 

 

 

 

Stock-based awards not included in adulterated per allotment calculations as they would be antidilutive

 

 

 

Note 12. Commitments and Contingencies

General

We are accountable to assorted claims and awaiting or threatened lawsuits in the accustomed advance of business. Although we do not ahead that the resolution of acknowledged affairs arising in the accustomed advance of business or the proceeding declared beneath will accept a absolute adverse aftereffect on our banking position, after-effects of operations or banknote flows, we cannot adumbrate this with certainty.

Legal

On February 28, 2017 and March 6, 2017, respectively, two lawsuits, Sara Cilloni and Simone Zimmer v. Ability Cooler Alliance, Inc., and Theodore Broomfield v. Kona Brewing Co. LLC, Kona Cooler Enterprises, LLP, Kona Brewery LLC, and Ability Cooler Alliance, Inc., were filed in the United States District Cloister for the Northern Division of California. On April 7, 2017, the two lawsuits were circumscribed into a audible complaint beneath the Broomfield case. The accusation alleges that the defendants addled barter apropos the accompaniment in which Kona Brewing Aggregation beers are manufactured. On April 28, 2017, we filed a motion to aish the complaint, which was accepted in allotment and denied in allotment on September 1, 2017. On September 26, 2018, the cloister accepted Plaintiffs’ motion for chic certification, basic a chic of bodies aural the accompaniment of California who purchased assertive Kona Brewing Aggregation articles aural the accordant statute of limitations period. Our motion for reconsideration was denied on October 16, 2018. A balloon date has been set for August of 2020. We accept not recorded any liabilities with account to the claims.

Note 13. Abortion of Pabst Agreements

Termination of Agreements with Pabst

Effective May 1, 2017 , we accomplished an acceding with Pabst Brewing Company, LLC, and Pabst Northwest Brewing Company, LLC (collectively, “Pabst”) to aish the brewing agreements that provided for brewing called brands endemic by Pabst at our brewery in Woodinville, Washington, through December 31, 2018 . In affiliation with the abortion of the brewing arrangements, Pabst’s advantage to acquirement the Woodinville brewery and adjoining pub pursuant to the Advantage and Acceding of Acquirement and Auction anachronous as of January 8, 2016 (the “Option Agreement”) was additionally terminated. Pabst agreed to pay us $2.7 million in affiliation with the abortion of the brewing agreements and Advantage Agreement. This acquittal is in accession to the $1.6 million of acclimation brewing aggregate arrears fees for the 2016 agenda year accustomed in the fourth division of 2016 and $1.7 million accompanying to actual aggregate shortfalls for the 2016 – 2017 acclimation year concluded March 31, 2017, accustomed in the aboriginal division of 2017. All payments had been accustomed from Pabst by the end of the added division of 2017.

See Note 14 for a altercation of the allocation of the assets accompanying to our Woodinville brewery as assets captivated for sale.

Note 14. Assets Captivated for Auction and Auction of Woodinville, Washington Brewery

Assets captivated for auction at December 31, 2017 represented the assets accompanying to our Woodinville, Washington Brewery, which was appointed as captivated for auction on May 1, 2017 . At the end of 2017, a $493,000 crime allegation was recorded, as a basal of Selling, accepted and authoritative costs in our Circumscribed Statements of Operations, accompanying to the auction of our Woodinville brewery, which was awash on January 12, 2018 to assignees of Sound Commercial Advance Holdings, LLC, for a absolute acquirement bulk of $24.5 million (the “Sale Transaction”).

The assets that were awash included the absolute property, equipment, fixtures, automated systems, and assertive claimed acreage acclimated in our operation of the brewery and adjoining brewpub. We paid absolute acreage allowance commissions totaling $0.6 million from the auction accretion and recorded a accretion of $0.5 million during the division concluded March 31, 2018 accompanying to the Auction Transaction, which was recorded as a basal of Selling, accepted and authoritative costs in our Circumscribed Statements of Operations.

In ambition of the auction of assertive brewing and bottling accessories included in the Auction Transaction, $0.5 million of the absolute acquirement bulk was placed in escrow afterward the closing. If the client of the accessories had awash it for beneath than $3.5 million , the arrears would accept been paid to the client up to the bulk captivated in escrow, with the balance, if any, paid to us. The Woodinville brewing and bottling accessories was awash for added than $3.5 million in the aboriginal division of 2018 and, accordingly, the $0.5 million in escrow was remitted to us.

Note 15. Consecutive Events

Amendment to Acclaim Agreement

On October 10, 2018, we accomplished a Aboriginal Amendment (the “Amendment”) to our Adapted and Restated Acclaim Acceding with Coffer of America, N.A. anachronous November 30, 2015 (as amended, the “Credit Agreement”). The Acclaim Acceding provides for a appellation accommodation and a revolving band of credit. The primary changes accomplished by the Amendment were to access the best bulk accessible beneath the band of acclaim from $40.0 million to $45.0 million and to extend the ability date of the band of acclaim from November 30, 2020 to September 30, 2023, which is additionally the ability date of the appellation loan. The best bulk of the band of acclaim is accountable to accommodation charge reductions in the bulk of $750,000 anniversary division alpha March 31, 2020. The Amendment additionally added the absolute on the absolute bulk of investments that we may accomplish in added ability brewers from $5.0 million to $10.0 million .

As amended, the Acclaim Acceding requires us to amuse the afterward banking covenants: (i) a Circumscribed Leverage Ratio of 3.50 to 1.00 and (ii) a Anchored Allegation Coverage Ratio of 1.20 to 1.00. Failure to advance acquiescence with these covenants is an accident of absence and would accord BofA the appropriate to acknowledge the absolute outstanding accommodation antithesis anon due and payable.

Purchase of Bookish Acreage of Cisco Brewers, Inc. (“Cisco”)

On October 10, 2018, we purchased the bookish acreage assets of Cisco, apropos to its malt cooler articles (the “Products”), including all trademarks, logos, and goodwill, as able-bodied as raw materials, accomplished goods, assignment in process, packaging materials, authentic acclimation rights, and added assets apropos to the accomplish and auction of those Articles (the “Purchase Transaction”). We paid $23.0 million in banknote (the “Purchase Price”), affected assertive liabilities apropos to the acquired assets, and agreed to pay an added bulk as a banknote allurement acquittal based on Artefact shipments in 2023 in balance of a authentic cardinal of barrels. The Acquirement Transaction afar assertive assets endemic by Cisco, including bookish acreage rights associated with its operation of its brewpub in Nantucket and a alehouse in Boston, Massachusetts, as able-bodied as our brewpub in Portsmouth, New Hampshire, which Cisco began operating in June 2018. Of the Acquirement Price, $690,000 was placed in escrow to awning abeyant liabilities associated with assertive third affair and absolute claims apropos to the assets purchased and liabilities affected in the Acquirement Transaction.

We additionally entered into an acceding allowing Cisco to accomplish up to three antecedent brewpubs and any cardinal of “pop-up” locations, royalty-free beneath a non-exclusive authorization arrangement, application the bookish acreage rights associated with the Articles acquired by us in the Acquirement Transaction. The authorization acceding permits Cisco to accomplish added brewpubs aloft the acquittal of a $50,000 anniversary ability per brewpub.

As of the date of this report, the antecedent accounting for the Acquirement Transaction was incomplete; therefore, we accept not appear how we accounted for the transaction, including the amounts accustomed for the transaction and the band account in the banking statements in which anniversary bulk is recognized, the bulk of accretion accompanying costs, amounts accustomed as costs and the band account in the assets anniversary in which anniversary bulk is recognized, and the arising bulk not accustomed as expense.

Agreement to Access Appalachian Mountain Brewery (“AMB”)

On October 10, 2018, we entered into an acceding to access essentially all the assets of AMB, accountable to authoritative approval by the U.S. Alcohol and Tobacco Tax and Trade Bureau and the approval of holders of a majority of the outstanding shares of voting basal banal of AMB.

Increase in Buying Absorption of Wynwood

On October 10, 2018, we added our buying absorption in Wynwood, which operates a brewery and alehouse in Miami, Florida, from 24.5% to 100% . Wynwood is now a wholly endemic subsidiary.

Primary Reasons Behind Transactions

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We completed the accretion of Cisco’s bookish property, added our buying absorption in Wynwood and entered into an acceding to access essentially all the assets of AMB to alleviate the abounding abeyant of anniversary brand. Over the accomplished several years, our partnerships with North Carolina-based AMB, Massachusetts-based Cisco, and Florida-based Wynwood accept stered our cast portfolio with able bounded brands and breweries in key markets, complementing Kona as the ballast of our portfolio strategy. Further, these ally accept accurate our cardinal brewery change by leveraging the adequacy and area of the Portsmouth, New Hampshire brewery to access assembly for accomplice brands as we rebalanced our brewing footprint. We plan to access business absorb and assets to ammunition anniversary brand’s advance and advice drive connected addition and greater levels of abutment for their bounded communities.

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