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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 30, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to _________
Commission File Number 1-12119
AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Bermuda 72-123940
- ------------------------------ ------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization
One Galleria Boulevard, Suite 1714, Metairie, Louisiana 70001
- ------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 849-2739
Indicate by a 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 X No
--- ---
Number of shares of common stock outstanding
At June 16, 1997: 3,696,876
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AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
FORM 10-Q
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited):
Consolidated Balance Sheets-
April 30, 1997 and October 31, 1996
Consolidated Statements of Operations-
Three and six months ended April 30, 1997 and 1996
Consolidated Statements of Cash Flows-
Six months ended April 30, 1997 and 1996
Notes to Consolidated Financial Statements (unaudited)
ITEM 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
PART II OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 6. Exhibits and Reports on Form 8-K
SIGNATURE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN CRAFT BREWING INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts expressed in United States Dollars)
April 30, October 31,
1997 1996
----------- -----------
ASSETS (Unaudited) (Audited)
Current assets:
Cash and cash equivalents $ 2,432,071 $ 5,780,672
Accounts receivable, net of allowance for doubtful
accounts of $1,500 and $1,500 167,299 73,581
Inventories 173,528 35,508
Prepaids and other current assets 294,819 126,465
----------- -----------
Total current assets 3,067,717 6,016,226
Equipment and capital leases, net 2,191,936 663,830
Other assets 970,085 235,749
Notes receivable from officer/shareholder 35,000 --
Deferred tax assets 109,538 85,501
----------- -----------
Total assets $ 6,374,276 $ 7,001,306
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 265,322 $ 242,014
Capital lease obligations, current portion 17,462 12,858
----------- -----------
Total current liabilities 282,784 254,872
Capital lease obligations, net of current portion 22,833 17,364
----------- -----------
Total liabilities 305,617 272,236
Minority Interests 393,155 --
Commitments and Contingencies -- --
Shareholders' equity:
Preferred stock, $0.01 par, 500,000 shares
authorized, none issued -- --
Common stock, $0.01 par, 10,000,000 shares
authorized, 3,696,876 shares issued
and outstanding 36,969 36,969
Common stock warrants, 2,090,876 outstanding 181,906 181,906
Additional paid-in capital 7,388,205 7,388,205
Cumulative translation adjustment (31,211) --
Accumulated deficit (1,900,365) (878,010)
----------- -----------
Total shareholders' equity 5,675,504 6,729,070
----------- -----------
Total liabilities and shareholders' equity $ 6,374,276 $ 7,001,306
=========== ===========
The accompanying notes are an integral part of these financial statements.
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AMERICAN CRAFT BREWING INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts expressed in United States Dollars)
(Unaudited)
Three Months Ended Six Months Ended
-------------------------- --------------------------
April 30, April 30, April 30, April 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
Net sales $ 158,837 $ 120,209 $ 333,401 $ 244,753
Cost of sales (106,358) (20,456) (217,780) (43,055)
----------- ----------- ----------- -----------
Gross profit 52,479 99,753 115,621 201,698
Selling, general and administrative expenses 764,161 117,284 1,144,786 207,094
Interest (income) expense, net (20,163) 12,689 (32,092) 24,908
Other expense, net 32,501 509 68,548 888
----------- ----------- ----------- -----------
Total expenses 776,499 130,482 1,181,242 232,890
Loss before income taxes (724,020) (30,729) (1,065,621) (31,192)
Income tax benefit 9,550 5,071 24,037 5,147
----------- ----------- ----------- -----------
Loss after income taxes (714,470) (25,658) (1,041,584) (26,045)
Minority interests 19,000 -- 19,229 --
----------- ----------- ----------- -----------
Net loss $ (695,470) $ (25,658) $(1,022,355) $ (26,045)
=========== =========== =========== ===========
Net loss per common share $ (0.19) $ (0.01) $ (0.28) $ (0.01)
=========== =========== =========== ===========
Weighted average number of shares outstanding 3,696,876 2,067,273 3,696,876 2,067,273
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
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AMERICAN CRAFT BREWING INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts expressed in United States Dollars)
(Unaudited)
Six Months Ended
--------------------------
April 30, April 30,
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,022,355) $ (26,045)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 47,947 31,119
Deferred income taxes (24,037) (5,147)
Minority interests (19,229) --
Increase in operating assets, net of assets acquired:
Accounts receivable (91,078) (39,482)
Inventories (116,490) (6,663)
Prepaids and other current assets (171,871) (12,012)
Other assets (661,785) --
Notes receivable from officer/shareholder (35,000) --
Decrease in operating liabilities, net of liabilities acquired:
Accounts payable and accrued liabilities 23,945 (2,596)
----------- -----------
Net cash used in operating activities (2,069,953) (60,826)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (1,610,805) (59,098)
Investment in AmBrew USA, net of cash received (90,502) --
----------- -----------
Net cash used in investing activities (1,701,307) (59,098)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution from joint venture partner 434,525 --
Payment of capital lease obligations (4,924) (5,783)
Subscription monies received in advance -- 117,659
Stock issuance costs paid -- (31,468)
Repayment of bank loan -- (56,500)
----------- -----------
Net cash provided by financing activities 429,601 23,908
----------- -----------
Effect of exchange rate changes on cash (6,942) --
----------- -----------
Decrease in cash (3,348,601) (96,016)
Cash at beginning of period 5,780,672 102,248
----------- -----------
Cash at end of period $ 2,432,071 $ 6,232
=========== ===========
SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS:
Cash interest paid $ 1,000 $ 25,090
The accompanying notes are an integral part of these financial statements.
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AMERICAN CRAFT BREWING INTERNATIONAL LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts expressed in United States Dollars)
(Unaudited)
1. Basis for Preparation of the Consolidated Financial Statements
The consolidated financial statements have been prepared by American
Craft Brewing International Limited ("AmBrew International") and its
subsidiaries (collectively, the "Company"), without audit, with the exception
of the October 31, 1996 consolidated balance sheet. The financial statements
include consolidated balance sheets, consolidated statements of operations and
consolidated statements of cash flows. In the opinion of management, all
adjustments, which consist of normal recurring adjustments, necessary to
present fairly the financial position, results of operations and cash flows for
all periods have been made.
These financial statements should be read in conjunction with the
consolidated financial statements as of and for the fiscal year ended October
31, 1996, and the footnotes thereto included in the Company's Annual Report on
Form 10-K (the "Form 10-K").
2. Basis of Presentation
The consolidated financial statements include the accounts of AmBrew
International and its majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
3. Net loss per common share
Net loss per common share is computed by dividing net loss by the
weighted average common shares outstanding during the periods, on the basis
that the Share Exchange, the Share Split and the Merger (as defined in the Form
10-K) had been consummated prior to the periods presented. Average common
equivalent shares for common stock warrants and options have not been included,
as the computation would not be dilutive.
4. Inventories
Inventories are composed of the following:
April 30, October 31,
1997 1996
-------- -----------
Raw materials $ 46,135 $ 31,451
Work-in-process and finished goods 127,393 4,057
-------- --------
$173,528 $ 35,508
======== ========
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AMERICAN CRAFT BREWING INTERNATIONAL LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts expressed in United States Dollars)
(Unaudited)
5. Subsequent Events
Subsequent to April 30, 1997, the following events took place:
a. On May 1, 1997 the Company announced that it had reached a supply
agreement with Anheuser-Busch, Inc. The agreement will enable the two companies
to work together on future brewing and marketing projects. The companies are
looking at ways to work together to address the growing demand for premium
specialty beers through possible import and international ventures.
b. On May 2, 1997 AmBrew USA entered into a sales and marketing
distribution agreement with Dixie Brewing Co., Inc. The distribution agreement
covers both domestic and export markets.
c. On May 18, 1997 the bottling and labeling systems for Cerveceria
Rio Bravo were shipped from the SMB Technik plant in Germany. In connection
with this shipment an additional payment of $53,445 was made to SMB Technik. A
balance of approximately $10,302 is due on June 24, 1997, as final payment for
this shipment.
d. On May 19, 1997 the final payment of $157,995 was made to JV
Northwest for the Cerveceria Rio Bravo, S.A. de C.V. ("Cerveceria Rio Bravo")
brewery system. Cerveceria Rio Bravo began brewing during the second half of
May 1997.
e. On June 7, 1997 a final payment of $127,635 was made to JV
Northwest for the flash pasteurizers to be located at the South China Brewery
Company ("South China"), Celtic Brew LLC ("Celtic Brew") and Cerveceria Rio
Bravo. Additionally, a payment of $44,980 was made to Aeroglide for the tunnel
pasteurizer to be located at Cerveceria Rio Bravo.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following discussion addresses the Company's consolidated
financial condition and results of operations, which, for the three months and
six months ended April 30, 1996 includes only the Hong Kong brewing and
distribution subsidiaries, South China Brewing Company Limited and SCBC
Distribution Company Limited (collectively "the South China Brewery"). The
consolidated information as of and for the three months ended April 30, 1997
also includes AmBrew International, AmBrew USA (which currently distributes
beer in the United States), Celtic Brew, and Cerveceria Rio Bravo. Celtic Brew
and Cerveceria Rio Bravo had not commenced brewing as of April 30, 1997, but
expenses relating to the construction and startup of those operations are
included in the results of operations for the three months and six months ended
April 30, 1997. In addition, the period-to-period presentation set forth under
"Results of Operations" will not necessarily be indicative of future results
and future net losses can be expected as increased expenses are incurred in
connection with the establishment of expansion breweries that the Company
proposes to establish and operate, either through wholly-owned subsidiaries or
through majority-owned or otherwise Company-controlled joint venture
arrangements with strategic local partners.
With the exception of historical information, the matters discussed
herein are "forward looking statements" within the meaning of the Private
Litigation Reform Act of 1995. Such forward looking statements are subject to
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risks, uncertainties and other factors which could differ materially from
future results implied by such forward looking statements. Potential risks and
uncertainties include, but are not limited to, the Company's ability to
establish and operate additional breweries on a timely basis, increased
acceptance by consumers of the Company's brands and development by the Company
of new brands of beer and the Company's ability to finance additional capital
expenditures once the proceeds of the Company's initial public offering have
been committed.
RESULTS OF OPERATIONS
Net Sales. For the three months ended April 30, 1997 and 1996
the Company had net sales of $158,837 and $120,209, respectively. The Company
experienced an increase in net sales of $38,628 for the three months ended
April 30, 1997 compared to the three months ended April 30, 1996. For the six
months ended April 30, 1997 and 1996 the Company had net sales of $333,401 and
$244,753, respectively. The Company experienced an increase in net sales of
$88,648. The increase in net sales for the three months and six months periods
ended April 30, 1997 is primarily due to the addition of AmBrew USA. While the
Company experienced a sales increase compared to the same period in 1996, the
Company's sales for the three months ended April 30, 1997 decreased by $15,727
compared to three months ended January 31, 1997. Though the combined sales for
the three months and six months ended April 30, 1997 increased compared to the
same periods in 1996, the Company's subsidiaries had varying sales results.
For the three months ended April 30, 1997 the South China
Brewery experienced a decline in sales of $39,394 compared to the same period
in 1996. For the six months ended April 30, 1997 the South China Brewery
experienced a decrease in sales of $98,866 compared to the same period in 1996.
The removal of certain trade barriers resulted in a marked increase in the
number and supply of import labels in the Hong Kong market. Despite continued
intensive competition from such import labels the South China Brewery was able
to increase sales compared to the first quarter. The South China Brewery
experienced a sales increase of $14,000 for the three months ended April 30,
1997 compared to the three months ended January 31, 1997. The increase in sales
was partly due to the continued acceptance of the South China Brewery's
proprietary brands and the introduction of its new commemorative ale, Red Dawn
Ale. The proprietary brands of South China Brewery accounted for 39% of the
Company's net sales and contract brewing accounted for 12% of the Company's net
sales for the three months ended April 30, 1997.
While continuing to aggressively promote its existing brands, the
South China Brewery recently introduced Red Dawn Ale, which was received with
great enthusiasm. The ale was created to commemorate the historic "Handover" of
Hong Kong to China. From its introduction through the three months ended April
30, 1997 Red Dawn Ale accounted for 3% of the Company's net sales. During the
month of its introduction, April, Red Dawn Ale accounted for 15% of South China
Brewery's sales.
The South China Brewery is a party to custom brewing contracts with
Delaney's (Wanchai) Limited, owner of Delaney's Irish Pub ("Delaney's"), and
Iconic America ("Iconic"). The custom brewing contract with Delaney's expires
in September 1997 and the contract with Iconic expires in August 1997.
The sales of AmBrew USA's products accounted for approximately 49% of
the Company's net sales for the three months ended April 30, 1997. For the six
months ended April 30, 1997 the sales of AmBrew USA's products accounted for
56% of the Company's net sales. While the sales of AmBrew USA for the three
months ended April 30, 1997 aided in increasing the Company's net sales from
the corresponding period in 1996, AmBrew USA experienced a sales decrease from
the first quarter of 1997 of $29,727. Sales for this quarter reflect the
repositioning strategy of the AmBrew USA brands to better align them in the
Company's overall market strategy. Sales have been intentionally curtailed in
order to purge the distribution network of existing inventory of Cerveza
Mexicali in preparation for the rollout of AmBrew International's own products
as well as for future labeling and packaging changes. The inventory of Cerveza
Mexicali has been purposely depleted in preparation for Cerveza Mexicali to be
produced at Cerveceria Rio Bravo.
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With the introduction of Mexican produced Cerveza Mexicali, new
branding for Charles Wells, and the addition of Dixie Brewing Co.'s products to
the portfolio, the Company expects its sales to increase during the third
quarter and beyond. In a continued effort to promote the sale of products from
its breweries the Company has signed a supply agreement with Anheuser-Busch,
Inc.
The Company is proceeding with its efforts to import into the United
States and other markets, the products from all its breweries during the third
quarter of the Company's current fiscal year. The Company believes that the
anticipated global distribution of its products will have a significant
positive impact on net sales.
Cost of Sales. Cost of sales increased as a percentage of sales to 67%
for the three months ended April 30, 1997 from 17% in the corresponding period
in 1996. The increase is primarily the result of the operations AmBrew USA,
which was acquired in December of 1996. AmBrew USA's cost of sales is higher
than the South China Brewery as it functions solely as a distributor. AmBrew
USA's cost of sales for the three months ended April 30, 1997 was $72,427 or
93% of its net sales.
The removal of certain trade barriers in Hong Kong and the resulting
marked increase in import labels contributed to South China Brewery operating
at underutilized capacity. The South China Brewery's cost of sales for the
three months ended April 30, 1997 increased to 42% of sales from 17% in the
three months ended April 30, 1996 as a result of underutilized capacity.
For the six months ended April 30, 1997 the cost of sales increased as
a percentage of sales to 65% from 18% in the corresponding period in 1996. This
increase is primarily due to the addition of AmBrew USA and the less efficient
use of equipment at the South China Brewery as described above.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended April 30, 1997 and 1996 were
$764,161 and $117,284, respectively. The increase is primarily attributable to
the addition of AmBrew International, with expenses of $497,671, AmBrew USA,
with expenses of $106,525, Cerveceria Rio Bravo, with expenses of $37,885 and
Celtic Brew, with expenses of $18,604. The remainder of the increase relates to
additional salaries and marketing costs at the South China Brewery. Selling,
general and administrative expenses for the six months ended April 30, 1997 and
1996 were $1,144,786 and $207,094, respectively. The increase is due to the
addition of AmBrew International, AmBrew USA, Celtic Brew and Cerveceria Rio
Bravo and their corresponding selling, general and administrative expenses.
AmBrew International experienced the high costs of selling, general
and administrative expenses associated with being a publicly traded company.
Such expenses include, but are not limited to annual meeting expenses, legal
fees, audit fees and the preparation of required quarterly and annual reports.
The increase in the selling, general and administrative expenses for
AmBrew International were also caused in part by the addition of new personnel.
During the quarter ended April 30, 1997 AmBrew International signed employment
agreements with Peter Bordeaux, President and Chief Executive Officer, and C.
Brooks Hamaker, Brewmaster. Mr. Hamaker will be instrumental in the planning,
design and development of current and future breweries. During the six months
ended April 30, 1997 the Company had also signed a consulting agreement with
David Haines. This agreement will expire in October 1997. Additional costs were
also incurred as AmBrew International continued to aggressively identify
suitable joint venture partners and future brewery sites.
Additionally, Celtic Brew and the South China Brewery also entered
into new employment agreements. Celtic Brew signed an employment agreement with
William Jenkins as Brewmaster. The South China Brewery signed employment
agreements with Scott Ashen, General Manager, and Cory O'Neel, Brewmaster.
Net Interest (Income) Expense. Net interest (income) expense for the
three months ended April 30, 1997 and 1996 was ($20,163) and $12,689,
respectively and for the six months ended April 30, 1997 and 1996 was ($32,092)
and $24,908 respectively. The increased income relates to the investment of the
proceeds from the Company's initial public offering. Additionally, loans
payable were eliminated with proceeds from the Company's initial public
offering.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's material commitments for future capital expenditures
relate primarily to the financing of the proposed expansion breweries. The
Company previously placed an order for twenty micro-brewery systems with Micro
Brew Systems and made a $200,000 non-refundable deposit on the equipment. For
the period ended April 30, 1997, the Company paid the balance due of $241,326
on the system completed for Celtic Brew. The Company also made a partial
payment of $318,975 for system to be located at Cerveceria Rio Bravo. In
addition, the Company placed a down payment of $85,090 with JV Northwest for
flash pasteurizing equipment, $31,866 with Beverage Machinery Service for
kegging equipment and $34,220 with Aeroglide for a tunnel pasteurizer. The
Company is required to pay the remaining balances of $473,881 for the equipment
in production, as it is completed and ready for shipment.
In addition to the deposits and down payments placed for brewery
equipment, the Company has also placed deposits totaling $350,000 in connection
with the distribution rights of the Cerveza Mexicali label.
At April 30, 1997, the South China Brewery had fixed capital lease
obligations of $8,586, $17,172 and $6,885 respectively, for each of the three
years in the period ending October 31, 1999. At April 30, 1997, the South China
Brewery had $53,126 in operating lease commitments over the period ending
October 31, 1998 relating to its warehouse and brewery facility.
At April 30, 1997, AmBrew International had an operating lease
obligation of $60,669 over the period ending November 30, 1999 relating to the
lease of its corporate office. AmBrew International also had operating lease
obligations of $47,224 for the period ending February 28, 2000 relating to
company vehicles. Additionally, the Company has fixed annual salary expenses of
$683,516 related to various employment agreements with its employees.
At April 30, 1997, Cerveceria Rio Bravo had obligations of $366,750
for the period ending September 10, 2001 in connection with a related party
operating lease for its brewery site.
At April 30, 1997, approximately $2,213,950 of the proceeds from the
initial public offering remained invested in tax-exempt interest-bearing
accounts and $2,192 was invested in interest bearing accounts. The Company
expects to be able to finance, using its own funds, funds provided by joint
venture partners and third party financing, if available, up to six expansion
breweries or the equivalent capacity in fiscal 1997, including the Tecate and
Dublin breweries. The Company expects that it will require additional external
financing in 1998 to continue its expansion and to meet working capital
requirements. The Company may seek such additional financing in the form of
additional equity or borrowed funds. The Company has not yet begun to
investigate the potential availability of such additional financing whether in
the form of debt or equity.
The Company believes that its working capital will provide it with
sufficient capital resources and liquidity to meet its foreseeable needs.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) At the second annual general meeting of the Company on April 22,
1997, the following resolutions were adopted by the affirmative vote of the
shareholders of the Company, as specified below:
(i) that the following directors be elected until the third annual
general meeting of the Company or until their respective successors
are elected or appointed:
NOMINEE FOR WITHHELD
Peter W. H. Bordeaux 2,414,483 3,100
John F. Beaudette 2,416,483 2,100
Federico G. Cabo Alvarez 2,416,483 2,100
Wyndam H. Carver 2,414,483 3,100
David K. Haines 1,501,083 916,500
Joseph E. Heid 2,414,483 3,100
Charles F. Jarvie 2,414,483 3,100
Edward F. McDonnell 2,414,483 3,100
Susanna E. Townsend 2,413,483 4,100
Steven A. Rothstein 2,414,483 3,100
TOTAL SHARES VOTED 2,417,583
(ii) that the Company's 1996 Stock Option Plan (the "Plan") be
amended to increase the number of shares of Common Stock reserved for
issuance thereunder by an additional 300,000 shares to a total of
600,000 shares and to ensure that the stock options granted under the
Plan continue to qualify as performance-based compensation within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended;
FOR AGAINST WITHHELD TOTAL BROKER NO VOTE
663,754 16,650 919,900 1,600,304 817,279
(iii) that Arthur Andersen LLP be appointed auditors of the Company
to hold office until the close of the third annual general meeting.
FOR AGAINST WITHHELD TOTAL
2,411,083 2,500 4,000 2,417,583
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 - Memorandum of Amalgamation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's registration
statement on Form S-1 (file no. 333-6033) (the "Registration
Statement").
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3.2 - By-Laws of the Company (incorporated by reference to Exhibit
3.2 of the Registration Statement).
10.1 - Amended and Restated Stock Option Plan of the Company.*
10.2 - Brewmaster Employment Agreement between South China Brewing
Company Limited and Cory O'Neel, effective March 20, 1997.*
10.3 - General Manager Employment Agreement between South China
Brewing Company Limited and Scott Ashen, effective February 1,
1997.*
10.4 - Employment and Non-Competition Agreement between the Company
and Peter W. H. Bordeaux.*
10.5 - Contract Brewing and Packaging Agreement between
Anheuser-Busch, Incorporated and the Company, dated April 29,
1997.*
10.6 - Consulting Agreement among the Company, the South China
Brewing Company Limited, David K. Haines and Lunar Holdings,
Limited, dated February 14, 1997.*
10.7 - Employment Agreement between the Company and C. Brooks
Hamaker, effective March 10, 1997.*
10.8 - Employment Agreement between the Company and William R.
Jenkins, effective March 24, 1997.*
27.0 - Financial Data Schedule.*
*filed herewith
(b) Reports on Form 8-K. None
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SIGNATURE
Pursuant to the requirements 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.
AMERICAN CRAFT BREWING
INTERNATIONAL LIMITED
Date: June 16, 1997 /s/ James L. Ake
---------------------------------------
James L. Ake
Executive Vice President,
Chief Operating Officer
and Secretary
/s/ Nancy R. Hernandez
---------------------------------------
Nancy R. Hernandez
Controller
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 - Memorandum of Amalgamation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's registration
statement on Form S-1 (file no. 333-6033) (the "Registration
Statement").
3.2 - By-Laws of the Company (incorporated by reference to Exhibit
3.2 of the Registration Statement).
10.1 - Amended and Restated Stock Option Plan of the Company.*
10.2 - Brewmaster Employment Agreement between South China Brewing
Company Limited and Cory O'Neel, effective March 20, 1997.*
10.3 - General Manager Employment Agreement between South China
Brewing Company Limited and Scott Ashen, effective February 1,
1997.*
10.4 - Employment and Non-Competition Agreement between the Company
and Peter W. H. Bordeaux.*
10.5 - Contract Brewing and Packaging Agreement between
Anheuser-Busch, Incorporated and the Company, dated April 29,
1997.*
10.6 - Consulting Agreement among the Company, the South China
Brewing Company Limited, David K. Haines and Lunar Holdings,
Limited, dated February 14, 1997.*
10.7 - Employment Agreement between the Company and C. Brooks
Hamaker, effective March 10, 1997.*
10.8 - Employment Agreement between the Company and William R.
Jenkins, effective March 24, 1997.*
27.0 - Financial Data Schedule.*
*filed herewith