Independence Brewing Company
Ticker:IBCO 1000 East Comly Street
Exchange:NASDAQ-Small Cap Market Philadelphia, PA 19149
Industry:Manufacturing (SIC Code 2082) (215) 537-2337

Offering Information
Type of Shares:Common Shares Filing Date:9/27/96
U.S. Shares:900,000 Offer Date:2/11/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:900,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $4,500,000 Selling:$0.13
Expenses:$550,000 Reallowance:$0.06
Shares Out After:3,207,070

Primary Underwriting Group
ManagerTierPhone
A.S. Goldmen & Co., Inc.Lead Manager (908) 548-2800

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Pepper Hamilton & Scheetz
Bank's Law Firm: Orrick, Herrington & Sutcliffe

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$0.24$0.28$0.04Assets:$1.17
Net Income:-$0.65-$0.42-$0.42Curr Assets:
EPS:-$0.30-$0.19-$0.21Liabilities:$1.40
Prior EPS:-$0.02-$0.25-$0.30Curr Liabilities:
Cash Flow/Oper:-$0.44Equity:-$0.23
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a regional producer of fresh, high-quality, preservative-free craft-brewed ales, lagers, porters and seasonal beers. The company's products are marketed under the "Independence" label. The company currently produces three styles of beer, Independence Ale, Independence Lager and Independence Gold, and one seasonal beer, Independence Franklinfest, and anticipates commencing production of one porter, Independence Porter, by the end of 1996. The company brews, kegs and bottles its products at its brewery in Philadelphia, Pennsylvania for wholesale distribution by approximately 17 independent wholesale distributors in eight states and the District of Columbia. The company currently has the capacity to brew approximately 12,000-14,000 barrels per year, which is in part dependent on the style of beer produced. In addition to brewing its own products, the company has entered into contract brewing arrangements under which the company produces beers for third parties which market and sell such products under their own label. The company may also in the future develop and operate brewpubs, independently or with third parties, that offer for sale, in addition to food, the company's beer brewed on the premises.

Competition
The highly fragmented craft beer segment is one of the fastest growing segments of the domestic beer industry. The company competes primarily with other participants in the craft beer segment of the domestic beer market in its region such as Dock Street Brewing Company, Red Bell Brewing Company, Stoudt's Brewing Company, and with imported beers such as Heineken, Amstel, Corona and Guinness brands and mass-market national brewers such as Miller, Anheuser-Busch, Coors and Stroh. Competition within this industry is based on product quality, taste, consistency and freshness, ability to differentiate products, promotional methods and product support, transportation costs, distribution coverage and, to a lesser degree, price.

Business Plan
The company's goals is to be one of the leading brewers of craft-brewed beers in the United States. To attain this goal, the company intends to employ the following strategies: 1) expand product offerings; 2) increase distribution network; 3) develop consumer awareness; 3) develop consumer loyalty through high-quality products.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of the company's Debentures, repayment of certain other outstanding indebtedness, mandatory redemption of the Company's Series B Preferred Stock, marketing and sales, capital expenditures and working capital.

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