XML 23 R14.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Merger with KBC
6 Months Ended
Jun. 30, 2011
Merger with KBC  
Merger with KBC
9.
Merger with KBC
 
On October 1, 2010, the Company completed its acquisition of KBC and related entities pursuant to an agreement and plan of merger dated July 31, 2010.  The Company acquired all outstanding shares of KBC common stock in exchange for $6.2 million in cash and also issued to the former KBC shareholders 1,667,000 shares of the Company's common stock.
 
The Company believes that the combined entity is able to secure advantages beyond those that had already been achieved in its long-term strategic relationship with KBC in supporting its brand family of beers. This acquisition increases the breadth and variety of the Company's brand offerings, creating favorable selling opportunities in a greater number of lucrative markets.
 
Merger-Related Costs
In connection with the business combination, the Company incurred merger-related expenses, including legal, consulting, accounting and other professional fees, and severance costs.  The Company recognized expenses associated with the KBC Merger during the latter half of 2010, but did not recognize any merger-related expenses in the first six months of 2010.  The Company did not recognize significant merger-related costs during the six months ended June 30, 2011.
 
The Company estimates that merger-related severance benefits associated with the KBC Merger totaling $92,000 will be paid during the second half of 2011 to affected Kona employees.
 
Unaudited Pro Forma Results of Operations
The unaudited pro forma results of operations data are being furnished solely for informational purposes and are not intended to represent or be indicative of the consolidated results of operations that the Company would have reported had the KBC Merger and related transactions been completed as of the dates and for the periods presented, nor are they necessarily indicative of future results.
 
The unaudited pro forma results of operations data are derived from the consolidated financial statements of the Company and KBC and reflect pro forma adjustments relating to the KBC Merger and associated borrowing that are of a recurring nature consisting of pro forma amortization of intangible assets, primarily non-compete agreements, and pro forma effects of increased excise taxes associated with the loss of the lower rate benefit to KBC as a separate company, and of interest expense on the associated borrowing. Certain nonrecurring expenses assessed by the Company to be directly related to the KBC Merger have been included in the pro forma results presented for the six months ended June 30, 2010.  These nonrecurring expenses are the merger-related expenses of $559,000 and certain incentive compensation costs that were triggered as a result of the KBC Merger totaling $449,000. These pro forma results of operations do not give effect to any cost savings, revenue synergies or restructuring costs which may result from the integration of KBC's or Kona's operations.
 
     Consistent with ASU 2010-29, the unaudited pro forma combined condensed results of operations are presented below as if the KBC Merger had occurred on January 1, 2010.
 
   
Three Months
Ended June 30,
  
Six Months
 Ended June 30,
 
   
2011
  
2010
  
2011
  
2010
 
   
Actual
Results
  
Pro forma
Results
  
Actual
Results
  
Pro forma
Results
 
   
(in thousands, except per share)
 
Net sales
 $41,496  $35,505  $73,793  $63,001 
                  
Gross profit
 $13,458  $11,961  $22,686  $21,156 
                  
Income before income tax provision
 $13,268  $2,813  $13,294  $2,256 
                  
Net income
 $8,160  $1,707  $8,176  $1,350 
                  
Basic and diluted earnings per share
 $0.43  $0.09  $0.43  $0.07