Quarterlytics / Consumer Cyclical / Beverages - Alcoholic / Craft Brew Alliance Inc

Craft Brew Alliance Inc

brew · NASDAQ Consumer Cyclical
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Ticker brew
Exchange NASDAQ
Sector Consumer Cyclical
Industry Beverages - Alcoholic
Employees 501-1000
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FY2010 Annual Report · Craft Brew Alliance Inc
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CRAFT BREWERS ALLIANCE, INC. 

2010 Annual Report 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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, 2010 

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 0-26542 

CRAFT BREWERS ALLIANCE, INC. 

(Exact name of registrant as specified in its charter) 

Washington 
(State of incorporation) 
929 North Russell Street 
Portland, Oregon 
(Address of principal executive offices) 

91-1141254 
(I.R.S. Employer Identification Number) 

97227-1733 
(Zip Code) 

(503) 331-7270 
(Registrant’s telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act: 

Title of Each Class 
Common Stock, Par Value $0.005 Per Share 

Name of Each Exchange on Which Registered 
The NASDAQ Stock Market LLC 

Securities registered pursuant to Section 12(g) of the Act: 
None. 
(Title of Class)

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 the 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 or a smaller reporting company 

See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large Accelerated Filer  
Non-accelerated Filer  (Do not check if a smaller reporting company) 

Accelerated Filer 

Smaller Reporting Company   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  

The aggregate market value of the Common Stock held by non-affiliates of the registrant as of the last day of the registrant’s most recently 

completed second quarter on June 30, 2010 (based upon the closing sale price of the registrant’s Common Stock, as reported by The Nasdaq Stock 
Market) was $38,964,406. (1) 

The number of shares of the registrant’s Common Stock outstanding as of March 17, 2011 was 18,819,053. 

DOCUMENTS INCORPORATED BY REFERENCE 

Part III incorporates specified information by reference from the proxy statement for the annual meeting of shareholders to be held on May 25, 2011. 

(1) Excludes shares held of record on that date by directors and executive officers and greater than 10% shareholders of the registrant. Exclusion of such 
shares should not be construed to indicate that any such person directly or indirectly possesses the power to direct or cause the direction of the 
management or the policies of the registrant. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
FORM 10-K 

TABLE OF CONTENTS 

PART I

ITEM 1. 

ITEM 1A. 
ITEM 1B. 
ITEM 2. 
ITEM 3. 

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   

PART II

ITEM 5. 

ITEM 6. 
ITEM 7. 

ITEM 7A. 
ITEM 8. 
ITEM 9. 

ITEM 9A. 
ITEM 9B. 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer 
Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Management’s Discussion and Analysis of Financial Condition and Results of 
Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . .   
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Changes In and Disagreements With Accountants on Accounting and Financial 
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   

PART III

ITEM 10. 
ITEM 11. 
ITEM 12. 

ITEM 13. 
ITEM 14. 

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . .   
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Security Ownership of Certain Beneficial Owners and Management and Related 
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . .   
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   

Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
ITEM 15. 
SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   

PART IV

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 

In this report, we refer to Craft Brewers Alliance, Inc. as “we,” “us,” “our,” “the Company,” or “CBA.” 

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 the Company believes are reasonable, but are by 
their nature inherently uncertain. Many possible events or factors could affect the Company’s 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 the Company’s 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, the Company relies and refers to information regarding industry data obtained from market 
research, publicly available information, industry publications, U.S. government sources or other third parties. 
Although the Company attempts to utilize third-party sources of information that the Company believes to be 
materially complete, accurate and reliable, there is no assurance of the accuracy, completeness or reliability of 
third-party information. 

Item 1. Business 

PART I 

Craft Brewers Alliance, Inc. is an independent, publicly traded craft brewing company, whose present 

operations reflect the merger of two leading Pacific Northwest craft brewers, Widmer Brothers Brewing 
Company and Redhook Ale Brewery (“Redhook”) on July 1, 2008. CBA acquired the operations of Kona 
Brewing Co., Inc, and related entities, including the Kona Brewery LLC (“Kona”) on October 1, 2010. 

When Kurt & Rob Widmer founded their company in 1984, they sought to create innovative beers that 
expanded upon the style guidelines of that time. Widmer Brothers brands are craft beers created with a unique 
and unconventional twist on traditional styles that are award winning and consumed by a wide range of craft 
beer lovers. 

Redhook began operations in a former Seattle transmission shop in 1981, and those colorful roots remain 
reflected in the Redhook brand’s personality. The Redhook brands are well-balanced beers that are favorably 
received critically and by beer drinkers across the United States. 

Kona Brewing Co. Inc. was founded in 1995 by a father and son with dreams of crafting quality beer as 

‘liquid aloha’ for the locals. As the largest craft brewery in Hawaii, the company personifies the laid-back, 
passionate lifestyle and environmental respect of the Hawaiian people and culture. 

CBA owns and operates four production breweries with adjacent restaurants or pubs: one that is Widmer 

Brothers-branded in Portland, Oregon; two that are Redhook-branded, in Woodinville, Washington and 
Portsmouth, New Hampshire; and a Kona-branded facility in Kona, Hawaii. The Company also operates a small 
pilot brewpub-style brewery in Portland, Oregon that is Widmer Brothers-branded and several Kona-branded 
restaurants and pubs on the Hawaiian Islands. We believe that CBA’s production capacity is of high quality and 
that the Company is one of only a handful of domestic craft brewers that own and operate substantial production 
facilities in both the western and eastern regions of the United States. We are focused on delivering to our target 
markets the freshest and highest quality beers, while fulfilling channel demand from the most efficient and 
environmentally friendly sources available. 

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CBA produces a variety of specialty craft beers using a mix of traditional and innovative brewing methods, 
using only high-quality hops, malted barley, wheat, rye and other natural ingredients. Our beers are divided into 
three brand families: Widmer Brothers, Redhook and Kona Brewing. See “Beers” below. In addition, the 
Company has sales and marketing relationships with Fulton Street Brewing, LLC (“FSB”) of Chicago, Illinois, 
which brews malt beverages under the brand name Goose Island Beer Company. The Company also currently 
holds a minority equity interest in FSB. See Item 8, Note 17, Subsequent Events, for a discussion of the pending 
sale of this interest to Anheuser-Busch, Incorporated (“A-B”). 

The Company’s products are widely distributed in the United States in all major retail channels through a 
distribution agreement with A-B. During 2010, the Company sold its products in 48 states. See “Distribution – 
Relationship with A-B” below. 

Merger Activities 

On November 13, 2008, the Company entered into an Agreement and Plan of Merger with WBBC that was 
subsequently amended on April 30, 2008. On July 1, 2008, the merger with WBBC with and into the Company 
was consummated (the “WBBC Merger”). As a result of the WBBC Merger, the Company acquired all of the 
assets, rights, privileges, properties, franchises, liabilities and obligations of WBBC. In connection with the 
WBBC Merger, Craft Brands Alliance, LLC (“Craft Brands”), a sales and marketing joint venture between the 
Company and WBBC, was terminated, with all assets and liabilities merged with and into the Company 
effective July 1, 2008. 

As of July 31, 2010, the Company, KBC including Kona, KBC’s shareholders, and related entities entered 

into an agreement and plan of merger (the “KBC Merger Agreement”). As of October 1, 2010 (the “effective 
date”), the merger was completed and Kona Brewing Co., Inc. merged with and into a wholly owned subsidiary 
of the Company (the “KBC Merger”). The KBC Merger Agreement was filed as Exhibit 2.1 to the Company’s 
Form 8-K filed on August 3, 2010. Now a wholly owned subsidiary of the Company, Kona continues to own 
and operate its brewery located in Kailua-Kona, Hawaii. 

We believe that CBA, as it is currently constituted, should be able to secure advantages beyond those that 

have already been achieved in its long-term strategic relationship with KBC by supporting the Kona 
Brewing brand family of products with increased financial, marketing and operating capabilities, allowing the 
Kona Brewing brand to reach more consumers in both Hawaii and the U.S. mainland. This acquisition increases 
the breadth and variety of the Company’s brand offerings, creating favorable selling opportunities in a greater 
number of lucrative markets. 

Industry Background 

The Company is a brewer in the craft brewing segment of the U.S. brewing industry. The domestic beer 

market is comprised of ales and lagers produced by large domestic brewers, international brewers and craft 
brewers. Shipments of craft beer in the United States in 2010 are estimated by industry sources to have 
increased by approximately 11.4% over 2009 shipments, up from the 7.2% shipment increase for 2009 from 
2008. Although the overall domestic beer market experienced a decrease in 2010, the craft beer segment 
continued its upward trajectory and captured market share from the rest of the domestic market. Craft beer 
shipments in 2010 and 2009 were approximately 4.9% and 4.3%, respectively, of total beer shipped in the 
United States. Approximately 9.9 million barrels and 8.9 million barrels were shipped in the United States by 
the craft beer segment during 2010 and 2009, while total beer sold in the United States including imported beer 
was 203.6 million barrels and 205.8 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 WBBC were among 
the approximately 200 craft breweries in operation. At the end of 2010, the number of craft breweries in 
operation had grown to 1,700. 

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The recent competitive environment has been characterized by two divergent trends; the number and 
diversity of craft brewers have significantly increased while simultaneously the national domestic brewers have 
acquired or been acquired by other national domestic and international brewers, spurring consolidation in the 
quest for market share and penetration into emerging global markets. Foreign brewing conglomerates have also 
entered the merger and acquisition market. This trend culminated with SABMiller and Molson Coors creating a 
joint venture, merging their U.S. operations as MillerCoors to better compete with market leader A-B. 
MillerCoors was momentarily the world’s largest brewer by volume, until InBev’s acquisition of A-B, which 
was consummated in the fourth quarter of 2008. According to industry sources, A-B and MillerCoors accounted 
for more than 80 percent of total beer shipped in the United States, including imports, in 2010. 

The strength of consumer demand for craft beer has enabled certain craft brewers, such as CBA, to grow 

from microbreweries or brewpubs into regional and national craft brewers by constructing larger breweries 
while still adhering to the brewing methods that typically characterize the craft brewing segment. Industry 
sources estimate that craft beer produced by regional and national specialty brewers, such as CBA, account for 
approximately two-thirds of total craft beer sales. Some craft brewers have sought to take advantage of growing 
consumer demand and excess industry capacity, when available, by contract brewing at underutilized facilities. 

Business Strategy 

CBA strives to be the preeminent specialty craft brewing company in the United States by brewing 

authentic, distinct craft beers that suit the active lifestyles of our drinkers for the greatest number of events and 
occasions. 

The central elements of our business strategy include: 

Production of high-quality craft beers. CBA is committed to the production of a variety of distinctive, 
flavorful craft beers. We brew our craft beers using both traditional European brewing styles and methods as 
adapted by American craft brewing innovation and invention, using only high-quality ingredients to brew in 
company-owned and operated breweries or through collaboration with accomplished and expert brewing 
partners. The Company does not intend to compete directly in terms of the production style, pricing or extensive 
mass-media advertising typical of large national brands. 

Offering a full complement of beers through a robust collection of brand families. CBA has established a 
collection of brand families to enable it to match individual brands to a variety of preferences exhibited at the 
local and regional level. We expect this approach to enable us to deploy brands that will appeal to the 
idiosyncrasies exhibited within the diversity of local markets throughout the United States. Through the taste 
profiles and brand awareness created by CBA, customers are able to forge a strong relationship with the 
targeted brands. The breadth of our product offerings also provides consumers with the opportunity to match 
their mood, surroundings and activities with a product in CBA’s brand families. 

Strategic distribution relationship with the A-B distribution network and A-B. Since October 1994, CBA 

has maintained a distribution relationship with A-B, pursuant to which the Company distributes its products in 
substantially all of its markets through A-B’s wholesale distribution network. A-B’s domestic network consists 
of more than 525 independent wholesale distributors, most of which are geographically contiguous, and 12 
wholesale distributors owned and operated by A-B. This distribution relationship with A-B has offered 
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, sales and marketing of our 
products as an independent company. Recent developments in the relationship between A-B and its independent 
wholesalers have led to an increase in craft and specialty brewers with access to this channel, diminishing the 
benefit to the Company of its relationship. 

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Control of production. At December 31, 2010, CBA owned and operated all of its breweries to optimize the 
quality and consistency of its products and to achieve greater control over its production costs. We may engage 
third party brewers to provide contract brewing from time to time to further expand our packaging and brand 
offerings. We believe that maximizing the production under CBA’s direct ownership and through selection of 
accomplished and expert partners is critical to our success. We believe that our ability to engage in ongoing 
product innovation and to control product quality provides critical competitive advantages. CBA’s highly 
automated breweries are designed to produce beer in smaller batches relative to the national domestic brewers, 
thereby maximizing its ability to brew a wide variety of brand offerings. The Company believes that its 
investment in brewing and logistic technologies enables it to optimize employee productivity, contain related 
operating costs, and consistently produce innovative beer styles and tastes, while achieving the production 
flexibility afforded by its brewing configuration, with minimal loss of efficiency and enhanced process 
reliability. 

Sales and marketing efforts focused on identifying and monetizing profitable channel opportunities. We 

believe that CBA is able to use the sales and marketing skills of its diverse talent pool and to leverage the 
complementary brand families and product offerings to create a unique identity in the distribution channel and 
with the consumer. We believe that the combination of the complementary brand families promoted by one 
integrated sales and marketing organization not only delivers financial benefits but also delivers greater impact 
at the point of sale. We focus our brand families and product offerings on those markets and regions that 
represent the most significant opportunities from the standpoint of profitability and sales growth. 

Passion for the Craft Beer Culture. The founders of our various craft beer companies all share a passion for 

craft beers and the community of drinkers that enjoy them. We promote a set of core values in our business, 
including developing the highest quality beers, operating with integrity, and minimizing our impact on our 
natural environment. These core values attract employees who are enthusiastic and knowledgeable about the 
beers that CBA makes and sells. To preserve these values, we seek to promote from within and empower our 
employees to innovate and improve processes so that CBA is always at the forefront of the craft beer industry. 
The energy and passion of our employees allow CBA to successfully execute our business strategy, enhance 
brand loyalty and strengthen the bonds with our customers. 

Promotion of products. We promote our products through a variety of advertising programs; by training 
and educating wholesalers and retailers about our products; through promotions at local festivals, venues, and 
pubs; by utilizing our restaurants and pubs; and through price discounting. CBA’s principal advertising 
programs include television, radio, billboards, print advertising (magazines, newspapers, industry publications) 
and social media. CBA also markets its products to distributors, retailers and consumers through a variety of 
specialized training and promotional methods. Our communications with distributors and retailers focus on the 
brewing process, the craft beer segment and our brand families and product offerings and dissemination of point 
of sale and promotional support items, such as in-store and signage displays. The promotional methods for our 
consumers focus on hosting sampling sessions of CBA’s draft products in pubs and restaurants, designing and 
hosting beer dinners, using promotional items including tap handles, glassware and coasters, and participating 
in local festivals and sports venues to increase brand name recognition. In addition, CBA’s production 
breweries integrate pubs and retail outlets, offering guided tours of the breweries to further increase consumer 
awareness of the Company’s brands. 

CBA enters into a mix of advertising and promotion programs where the entire program is funded by CBA, 
and co-operative programs where the Company’s efforts are matched with an investment by a local distributor. 
Co-operative programs align our interests with those of the wholesaler while leveraging the knowledge and 
market intelligence held by the wholesaler. Sharing these efforts with a wholesaler helps us to amplify our 
investment in advertising programs and gives the participating wholesaler a vested interest in the program’s 
success. 

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Beers 

We produce a variety of specialty craft beers using traditional European brewing methods adapted by 
American innovation and invention. CBA brews its beers using primarily hops, malted barley, wheat, rye and 
other natural and traditional ingredients. The Company’s brands are marketed in a variety of ways, from the 
distinctive flavor profiles and the use of a mixture of traditional and innovative brewing methods and 
ingredients to the high-quality authenticity of the beers that comprise the CBA portfolio. To help maintain full 
flavor, CBA’s products are not pasteurized. CBA distributes its products in glass bottles and kegs, but has also 
packaged certain brands in cans to highlight specific characteristics of that brand. In 2009, the Company 
introduced a 5-liter steel can package to give consumers a draft experience at home and will be introducing a 
12-ounce aluminum can for a Redhook brand to suit the Redhook consumers’ active lifestyles. The Company 
applies a freshness date to its products for the benefit of wholesalers and consumers. 

Our beers are divided into three brand families: Widmer Brothers, Redhook, and Kona Brewing.  

Within each brand family, we have created several types and styles of offerings to communicate with the 
myriad of consumer taste preferences. CBA has created year round brands and flagship brands that define the 
brand family’s identity with the loyal consumer for that brand family. These are the brands that consumers 
principally think of when they think of the brand family, and generally are always available to the consumer. 
The year round and flagship brands are types of beers that consumers can always relate to and create a strong 
bond with the brand. 

Seasonal brand offerings give the consumer something new and exciting on the grocery shelf or at the pub 

or bar. These brand offerings can be paired to match the seasonal change in weather, specific events (e.g. 
Oktoberfest) or popular activities, but then are replaced with a new offering when the season or conditions 
change. These brands allow our brewers to experiment and innovate with ingredients and brewing styles. Each 
of the brand families has developed a wide range of premium brands that are offered exclusively at its 
restaurants and pubs. 

Given the long relationship that consumers have with each of the brand families, we have also developed a 

select group of super-premium high-end and luxury series of beers for these brand families that are brewed, 
bottled and packaged in a manner befitting the unique nature of the beers. Our high-end brands are marketed 
toward the beer connoisseur, a rapidly emerging class of consumer within the craft beer segment. We have 
deliberately limited the shipment volumes associated with these high-end and luxury beers to retain the rarity 
and uniqueness of these beers to the connoisseur community. Some of the beers within this category, including 
our brands, compete directly with the higher-end wine segment. 

The brands within each of the brand families are categorized below, with details provided for key year 
round contributors within each of the families. These brands are usually offered both in draft and packaged 
formats. 

Widmer Brothers’ Beers 

The Widmer Brothers beers are unique interpretations of classic beer styles meant to expand beer drinkers’ 

perceptions of these styles. The Widmer Brothers beers frequently use newly developed hop varieties and 
unusual ingredients in their recipes. Key brands within the Widmer Brothers brand family are: 

Widmer Brothers Hefeweizen. The top selling beer within the brand family is a golden, cloudy wheat beer 

with a pronounced citrus aroma and flavor. This beer is intentionally left unfiltered to create its unique 
appearance and flavor profile and is usually served with a lemon slice to enhance the beer’s natural citrus notes. 
This beer’s relatively low alcohol content by volume makes it perfect for consumption as a session beer. Its 
most recent award, among many, was the 2008 World Cup Gold medal winner for the American-style 
Hefeweizen category. 

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Drifter Pale Ale (“Drifter”). Drifter possesses a unique citrus character, smooth drinkability, and a 

distinctive hop character. Brewed with generous amounts of Summit hops, a variety known for its intense citrus 
flavors and aromas, this beer has a taste unique to the Pale Ale category. This beer started as a seasonal 
offering, becoming a year round brand in 2009, and was a Great American Beer Festival (“GABF”) Silver 
Medal Winner in 2006 for the American-style Pale Ale category. 

Other Year Round Brands 

  Seasonal Offerings 

Drop Top Amber Ale – 2008 GABF Gold Medal Winner 

Rotator India Pale Ale (“IPA”) series – Four different 
IPA recipes highlighting different hop characteristics and 
styles rotated throughout the year. 

  Citra Blonde – A very smooth, light, refreshing 
beer for summer time. Features Citra hops. 
  Okto – Full bodied with malty flavor containing 
floral aroma and finish. Available late Summer 
and Fall 

  W Series – Designed to demonstrates our 

brewers’ creativity, brewing a variety of styles. 
Available Winter to early Summer 

Brothers’ Reserve – This brand is the super-premium high-end offering for the Widmer Brothers brand, 

with only two offerings a year. The beers chosen for this brand reflect the passion and uniqueness of the 
Widmer brothers and are extremely limited, with the promise that any style brewed under this brand will not be 
brewed again. The brand is focused on the knowledgeable and enthusiastic beer lover who is looking for 
something exclusive, rare and collectible. 

Series 924 – Named for the Oregon Brewery’s street number, the beers in this brand are made for those 
who share our passion for the art of brewing and the taste for authentic beers. Initial beers in the 924 Series 
include the Nelson Imperial IPA and the Pitch Black IPA, which is a Pacific Northwest twist on a traditional 
IPA brewed in the style of a Cascadian Dark, an emerging style. Beers in this brand will be offered as a draft 
product and as a four pack for bottles. 

Redhook Beers 

The Redhook family is comprised of beers with character reflecting big taste profiles that push style boundaries 
without being over the top. Even as the brand family turns 30, it is a brand targeted at the age 21 - 35 demographic of 
craft beer drinkers. Key brands within the Redhook family are: 

Long Hammer IPA (“Long Hammer”). Long Hammer is the top-selling beer within the brand family and is a 

premium English pub-style bitter ale with a bold hop aroma and profile that is not overpoweringly bitter. 

Redhook ESB (“ESB”). ESB is modeled after the premium Extra Special Bitters found in classic English pubs. 

ESB is a rich, full bodied amber ale with a smooth flavor profile featuring toasted malts and a pleasant finishing 
sweetness.  

Other Year Round Brands 

Seasonal Offerings 

Big Ballard Imperial IPA –A rich, deep golden 
and very assertive hop character and aroma.  
Brewed for the diehard IPA fan. 
Copperhook Ale – A brilliant copper colored ale with 
distinctive caramel notes, and a clean refreshing 
finish. 

  Mudslinger Spring Ale – A medium bodied Nut 

Brown ale with a fresh aroma. Available late Winter 
and Spring. 

  Winterhook Winter Ale – Red chestnut in color, full 
bodied and a toasty, complex profile. Available late 
Fall and Winter. 

6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Blueline Series – This brand is the high-end offering from the Redhook brand family for the West Coast beer 

drinker. These beers are hand crafted by the brewers and will only be available on draft at the pub at the brewery in 
Woodinville, Washington (“Washington Brewery”) as well as select restaurants and public houses in the Seattle, 
Washington area, and as a 22-ounce bottle at exclusive bottleshops and at the Washington Brewery. The styles 
selected for this brand will be drawn from the brewers reaching back into the vault of recipes that Redhook has 
created during its three decades of operations, as well as new experiments and twists on the familiar.  

Brewery Backyard Series – This brand is produced at our Portsmouth, New Hampshire Brewery (“New 
Hampshire Brewery”) as a draft product available only at the brewery’s pub and at select local establishments. 
These premium beers are experimental in nature and designed to appeal to craft beer connoisseurs and the 
community of self-described beer geeks.  

Kona Brewing Beers  

The Kona Brewing brand family is comprised of beers that deliver the authentic essence of the Hawaiian 
Islands that is “Always Aloha”. The Aloha Series in the Kona Brewing brand family uses ingredients that are 
unique to the Islands. Key brands within the Kona brand family are:  

Longboard Island Lager (“Longboard”). Kona’s top selling beer and flagship brand is a traditionally 
brewed lager with a delicate, slightly spicy hop aroma that is complimented by a fresh, malt forward flavor and 
a smooth, refreshing finish.  

Fire Rock Pale Ale (“Fire Rock”). Fire Rock is a crisp “Hawaiian Style” pale ale with pronounced citrus 

and floral hop aromas and flavors that are backed up by a generous malt profile.  

Aloha Series – Seasonal Offerings  

Koko Brown Ale (“Koko”). Available Spring 2011 on the West Coast. Koko is an American brown ale, a deep 

amber color with rich mahogany hues. This ale has a smoky, roasted nut aroma and flavor, with a coconut twist.  

Pipeline Porter (“Pipeline”). Available Fall and Winter. Pipeline is smooth and dark with distinctive, 
roasty aroma and earthy flavor. This ale is brewed with fresh 100% Kona coffee to impart a rich complexity not 
found in many beers.  

Wailua Wheat (“Wailua”). Available late Spring and Summer. Wailua is a golden, sun colored ale with a bright, 

citrusy flavor. This beer is brewed with a touch of tropical passion fruit to impart a slightly tart and crisp finish.  

New Products and Brands. In an effort to stay ahead of shifting consumer style and flavor preferences, we 

routinely analyze consumer trends and behavior, trends in other food and beverage segments, and our brand 
families and product offering to identify beer styles or consumer taste preferences that appear to be under served or 
not currently addressed. After identifying a potential new product offering, we attempt to determine whether we 
may have offered this style in a previous incarnation, either on a one-time basis or as a limited run seasonal. When 
CBA determines that it has previously brewed this style or taste profile, the Company’s marketing department may 
adapt the brand identity, including the associated packaging, to align the identity with the stated consumer 
preference. These beers may begin as draft-only offerings and many are offered exclusively at one of our pubs or 
restaurant. Several of CBA’s current offerings, including Drifter, were developed through this process. In the case 
where the Company has not brewed this style or taste profile in the past, it may use its pilot brewing system to 
create an experimental or new beer. We may then offer this experimental or new brew directly to consumers 
through on-premise test marketing at our own pubs and at exclusive retail sites or we may refine this product 
through customer preference and focus group testing. If the initial consumer reception of an experimental or new 
brew appears to meet the desired taste profile, CBA develops a brand identity to solidify the consumer perception 
of the product. Drop Top is an example of a product offering developed by the Company in this manner. We 
believe that our continued success is based on our ability to be attentive and responsive to consumer desires for 
new and distinctive tastes, and our capacity to meet these desires with original and novel taste profiles while 
maintaining consistently high product quality.  

7 

 
 
 
 
 
 
 
 
 
 
 
Contract Brewing. Beginning in the third quarter of 2009, CBA executed a contract brewing arrangement 
under which the Company will produce beer in volumes and per specifications as designated by a third party. 
During 2010, CBA shipped more than 23,000 barrels under this contract arrangement, and the Company 
anticipates that the volume of this contract may approach 35,000 barrels for 2011, although the third party may 
designate greater or lesser quantities per the terms of the contract. During the fourth quarter of 2010, CBA 
executed a three-year contract brewing arrangement with FSB, under which the Company will produce beer at 
its New Hampshire Brewery in volumes and per specifications as designated by FSB. We anticipate that the 
volume of this contract may approximate 25,000 to 30,000 barrels per year, with shipments under this 
arrangement beginning in the first quarter of 2011. CBA continues to evaluate other operating configurations 
and arrangements, including expansion of its contract brewing operations, to improve the utilization of its 
production breweries at a faster rate.  

Brewing Operations  

The Brewing Process. Beer is made primarily from four natural ingredients: malted grain, hops, yeast and 

water. The grain most commonly used in brewing is barley. CBA uses the finest barley malt, using 
predominantly strains of barley having two rows of grain in each ear. A broad assortment of hops may be used 
as some varieties best confer bitterness, while others are chosen for their ability to impart distinctive aromas to 
the beer. Most of the yeasts used to conduct fermentation of beer are of the species Saccharomyces cerevisiae, a 
top-fermenting yeast used in ale production, or of the species Saccharomyces uvarum, a bottom-fermenting 
yeast used to produce lagers.  

The brewing process begins when the malt supplier soaks the barley in water, thereby initiating 

germination, and then dries and cures the grain through kilning. This process, referred to as malting, breaks 
down protein so that starches in the grain can be easily extracted by the brewer. The malting process also 
imparts color and flavor characteristics to the grain. The cured grain, referred to as malt, is then sold to the 
brewery. At the brewery, various malts are cracked by milling, and mixed with warm water. This mixture, or 
mash, is heated and stirred in the mash tun, allowing the simple carbohydrates and proteins to be converted into 
fermentable sugars. Naturally occurring enzymes facilitate this process. The mash is then strained and rinsed in 
the lauter tun to produce a residual liquid, high in fermentable sugars, called wort, which then flows into a brew 
kettle to be boiled and concentrated. Hops are added at various stages in the process to impart bitterness, 
balance and aroma. The specific mixture of hop types used further affects the flavor and aroma of the beer. 
After the boil, the wort is strained and cooled before it is moved to a fermentation cellar, where specially-
cultured yeast is added to induce fermentation. During fermentation, the sugars from the wort are metabolized 
by the yeast, producing carbon dioxide and alcohol. Some of the carbon dioxide is recaptured and absorbed 
back into the beer, providing a natural source of carbonation. After fermentation, the beer is cooled for several 
days while the beer is clarified and full flavor develops. Filtration, the final step for a filtered beer, removes 
unwanted yeast. At this point, the beer is in its peak condition and ready for bottling or keg racking. The entire 
brewing process of ales, from mashing through filtration, is typically completed in 14 to 21 days, depending on 
the formulation and style of the product being brewed.  

8 

 
 
 
Brewing Facilities. CBA uses highly automated brewing equipment at its four production breweries and 

also operates a smaller, manual brewpub-style brewing system.  

As a result of the KBC Merger, CBA acquired a brewery located in Kailua-Kona, Hawaii (“Hawaiian 
Brewery”). The Hawaiian Brewery is comprised of a 25-barrel combination mash and laurter tun 25-barrel wort 
kettle, 25-barrel whirlpool kettle; 12 fermenters ranging in size from 20 barrels to 80 barrels; and five bright 
tanks ranging in size from 30 barrels to 80 barrels. During 2010, the Hawaiian Brewery installed a 229-kilowatt 
photovoltaic solar energy generating system to supply approximately 50 percent of its energy requirements 
through renewable energy.  

CBA owns and operates the New Hampshire Brewery, which employs a 100-barrel mash tun, lauter tun, 

wort receiver, wort kettle, whirlpool kettle; four 70,000-pound and two 35,000-pound grain silos; nine 100-
barrel, two 200-barrel and 34 400-barrel fermenters; four 400-barrel, two 200-barrel, one 600-barrel and one 
130-barrel bright tanks, and an anaerobic waste-water treatment facility that completes the process cycle.  

CBA owns and operates two breweries in Portland, Oregon. These breweries are its largest capacity 
production brewery (“Oregon Brewery”) and its pilot brewing system at the Rose Quarter (“Rose Quarter 
Brewery”). The Oregon Brewery consists of a 230-barrel mash tun, lauter tun, wort receiver, wort kettle, 
whirlpool kettle; two 100,000-pound and two 25,000-pound grain silos; six 1,000-barrel, six 1,500-barrel and 
six 750-barrel fermenters as well as 14 smaller fermenters; and five 200-barrel, eight 250-barrel and three 160-
barrel bright tanks. The Rose Quarter Brewery is CBA’s smallest brewery with a 10-barrel mash tun, lauter tun, 
wort receiver, wort kettle, whirlpool kettle; three 10-barrel fermenters; and a 10-barrel bright tank.  

CBA owns and operates the Washington Brewery, which is located in Woodinville, Washington, a suburb 

of Seattle. The Washington Brewery employs a 100-barrel mash tun, lauter tun, wort receiver, wort kettle, 
whirlpool kettle; five 70,000-pound, one 35,000-pound and two 25,000-pound grain silos; two 100-barrel, fifty-
four 200-barrel and ten 600-barrel fermenters; and two 300-barrel and four 400-barrel bright tanks.  

Packaging. CBA packages its craft beers in bottles, kegs and 5-liter steel cans for the Hefeweizen brand. 
All of CBA’s production breweries, with the exception of the Hawaiian Brewery, have fully automated bottling 
and keg lines. The bottle filler at all of the breweries utilizes a carbon dioxide environment during bottling 
ensuring that minimal oxygen is dissolved in the beer, extending the shelf life. At the Oregon Brewery, CBA 
has installed a keg-filling line that is capable of racking 300 kegs per hour. In 2010, the Company implemented 
a lighter-weight bottle design that reduces CBA’s shipping costs and improves its carbon footprint. During 
2011, CBA will launch new packaging for the Redhook brand family, including a unique glass bottle for all of 
the brands offered off premise and, exclusively for Copperhook Ale, a 12 fluid ounce aluminum can. The 
Company offers an assortment of packages to highlight the unique characteristics of each of its beers and to 
provide greater opportunities for customers to drink CBA’s beers in more locations, events and occasions, 
matching the active lifestyles and preferences of a greater number of CBA’s consumers.  

9 

 
 
 
 
 
 
Quality Control. The Company monitors production and quality control at all of its 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. CBA also regularly utilizes outside laboratories for 
independent product analysis.  

Ingredients and Raw Materials. CBA currently purchases a significant portion of its malted barley from 
two suppliers and its premium-quality select hops, mostly grown in the Pacific Northwest, from competitive 
sources. CBA also periodically purchases small lots of hops from global locales, such as New Zealand and 
Western Europe, which it uses to achieve a special hop character in certain of its beers. In order to ensure the 
supply of the hop varieties used in its products, CBA enters into supply contracts for its 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 Saccharomyces cerevisiae yeast supply and maintain a separate, secure supply in-
house. CBA has access to multiple competitive sources for packaging materials, such as labels, six-pack 
carriers, crowns, cans and shipping cases.  

Distribution  

The Company’s beers are available for sale directly to consumers in draft and bottles at restaurants, bars 
and liquor stores, as well as in bottles at supermarkets, warehouse clubs, convenience stores and drug stores. 
Like substantially all craft brewers, CBA’s products are delivered to these retail outlets through a network of 
local distributors whose principal business is the distribution of beer and, in some cases, other alcoholic 
beverages, and who traditionally have distribution relationships with one or more national beer brands. CBA 
offers directly to consumers both draft and packaged beers at three of its four on-premise retail establishments 
located at CBA’s production breweries, and draft beers at its restaurants and pubs located on the Hawaiian 
Islands. The Forecasters Public House and the Cataqua Public House at the Washington Brewery and the New 
Hampshire Brewery, respectively, offer Redhook-branded beers. The Gasthaus Pub and Restaurant at the 
Oregon Brewery offers Widmer Brothers-branded beers. The restaurant adjacent to the Hawaiian Brewery and 
two other pubs operated by KBC on the island of Oahu offer Kona-branded beers on draft.  

The Company’s products have been distributed in 48 of the 50 states for more than a decade, primarily 
pursuant to a master distribution agreement with A-B that allows CBA access to A-B’s national distribution 
network. The current master distribution agreement for Widmer Brothers-, Redhook- and Kona-branded 
products was signed in 2004 (as amended, the “A-B Distribution Agreement”). Substantially all of CBA’s 
products distributed in the United States by a wholesaler are currently distributed pursuant to the A-B 
Distribution Agreement.  

For additional information regarding CBA’s relationship with A-B, see “Relationship with A-B” below.  

A-B distributes its products throughout the United States through a network of more than 525 

independently owned and operated wholesale distributors, most of whom are geographically contiguous, and 12 
wholesale distributors owned and operated directly by A-B. We believe that the typical A-B distributor is 
financially stable and has both a long-standing presence and a substantial market share of beer sales in its 
territory. According to industry sources, A-B’s products accounted for 48.6% of total beer shipped by volume in 
the United States in 2010.  

The Company’s relationship with A-B and the associated A-B alliance wholesaler network garnered CBA 

access to comprehensive distribution throughout the United States. CBA was the first and is the largest 
independent craft brewer to have a formal distribution agreement with a major U.S. brewer. Management 
believes that CBA’s competitors in the craft beer segment generally negotiate distribution relationships 
separately with distributors in each locality and, as a result, typically distribute through a variety of wholesalers 
representing differing national beer brands with uncoordinated territorial boundaries.  

10 

 
 
 
 
 
 
 
In 2010 and 2009, CBA sold approximately 574,900 barrels and 573,200 barrels, respectively, to A-B 
through the A-B Distribution Agreement, accounting for 94.6% and 97.6%, respectively, of the Company’s 
shipment volume for the corresponding periods.  

Relationship with Anheuser-Busch, Incorporated  

In July 2004, CBA executed three agreements with A-B, the A-B Distribution Agreement, an exchange and 

recapitalization agreement (as amended, the “Exchange Agreement”), and a registration rights agreement, 
which collectively represent the framework of its current relationship with A-B. On July 1, 2008, CBA and A-B 
entered into a Consent and Amendment Agreement pursuant to which A-B consented to the WBBC Merger, 
and the A-B Distribution Agreement and the Exchange Agreement were amended to reflect the effects of the 
WBBC Merger and to revise pricing under the A-B Distribution Agreement. As discussed below, the A-B 
Distribution Agreement was amended in August 2010 to exempt qualifying shipments from certain fees for the 
next five years.  

Pursuant to the Exchange Agreement, A-B is entitled to designate two members of the board of directors of 
the Company. A-B also generally has the contractual right to have one of its designees observe each committee 
of the board of directors of the Company. The Exchange Agreement also contains limitations on the Company’s 
ability to take certain actions without A-B’s prior consent, including but not limited to the Company’s ability to 
issue equity securities or acquire or sell assets or stock, amend its Articles of Incorporation or bylaws, grant 
board representation rights, enter into certain transactions with affiliates, distribute its products in the United 
States other than through A-B or as provided in the A-B Distribution Agreement, or voluntarily delist or 
terminate its listing on the Nasdaq Stock Market. Further, if the A-B Distribution Agreement is terminated, A-B 
has the right to solicit and negotiate offers from third parties to purchase all or substantially all of the assets or 
securities of the Company or to enter into a merger or consolidation transaction with the Company and the right 
to cause the board of directors of the Company to consider any such offer.  

The A-B Distribution Agreement provides for the distribution of Widmer Brothers-, Redhook-, and Kona 

Brewing branded beers in all states, territories and possessions of the United States, including the District of 
Columbia and all U.S. military, diplomatic, and governmental installations in a U.S. territory or possession. 
Under the A-B Distribution Agreement, CBA has granted A-B the right of first refusal to distribute the 
Company’s products, including any new products. The Company is responsible for marketing its products to A-
B’s distributors, as well as to retailers and consumers. The A-B distributors then place orders with CBA through 
A-B for the Company’s products, except for those states where state law requires CBA to sell directly to the 
wholesaler, such as in Washington state. The Company separately packages and ships these orders in 
refrigerated trucks to the A-B distribution center closest to the distributor or, under certain circumstances, 
directly to the distributor.  

Beginning in 2008, A-B modified the restrictions around its program associated with its decade-long policy 

of rewarding financial incentives to those wholesalers and distributors that exclusively distributed products 
within the A-B brand family and its allies, including CBA’s products. Introduced in 1996, the program was 
designed to create “100 percent share of mind” of the core A-B brands and create barriers of entry for rival 
brands. However, with the increasing market share and resulting financial significance of the specialty and craft 
beer segments, wholesalers and distributors negotiated with A-B to allow them to carry a small volume of 
specialty and local craft brands without forgoing all of the financial incentives associated with the exclusivity 
program. Media reports indicated that at the height of this program, 70 percent of A-B sales were made through 
wholesalers and distributors carrying only the A-B and alliance brands, but this amount has steadily declined to 
its present level of under 60 percent. Under the current version of the program, a second tier is available for 
those wholesalers and distributors who carry up to three percent of their volume in competitive beer brands and 
non-alcohol brands, allowing them to retain some of the financial incentives as an aligned A-B wholesaler or 
distributor. This modification has led to increased direct competition as many specialty, regional and local craft 
brewers are able to access the distribution channels through which CBA markets its products.  

11 

 
 
 
 
 
The A-B Distribution Agreement has a term that expires on December 31, 2018, subject to automatic 
renewal for an additional ten-year period unless A-B provides written notice of non-renewal to the Company on 
or prior to June 30, 2018. The A-B Distribution Agreement is also subject to immediate termination, by either 
party, upon the occurrence of certain events, including the following:  

•  A material default by the other party in the performance of the A-B Distribution Agreement or any 

other agreement between the parties, provided written notice is given to the other party and that such 
notice was given a specified number of days prior to terminating the A-B Distribution Agreement;  

• 

• 

• 

• 

the assignment of the other party’s assets for the benefit of creditors;  

the appointment of a trustee, receiver or similar officer of any court for the other party or for a 
substantial part of the property of the other party, provided that the appointment is not terminated 
within 60 days; 

the commencement of bankruptcy, reorganization, insolvency or liquidation proceedings by or against 
the other party, provided that the proceedings are not dismissed within 90 days; or 

any material misrepresentation made by the other party under or in the course of performance of the A-
B Distribution Agreement or any other agreement between the parties.  

Additionally, the A-B Distribution Agreement may be terminated by A-B, upon six months’ prior written 

notice to the Company, upon the occurrence of any of the following events:  

• 

• 

• 

• 

the Company engages in certain incompatible conduct that is not cured to A-B’s satisfaction (at A-B’s 
sole discretion) within 30 days. Incompatible conduct is defined as any act or omission of the 
Company that, in A-B’s opinion, damages the reputation or image of A-B or the brewing industry;  

any A-B competitor or affiliate thereof acquires 10% or more of the outstanding equity securities of the 
Company, and that entity designates one or more persons to the Company’s board of directors; 

the Company’s 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;  

the Company is merged or consolidated into or with any other entity or any other entity merges or 
consolidates into or with the Company 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 the name of the Company, its affiliates or shareholders, and the Company does 
not reimburse and indemnify A-B and its corporate affiliates on demand for the entire amount of the 
obligation or expense. 

As of December 31, 2010 and 2009, A-B owned approximately 32.2% and 35.5%, respectively, of the 

Company’s Common Stock outstanding.  

On March 27, 2011, the Company and A-B signed a binding term sheet, under which, upon closing of the 
pending sale of the Company’s minority equity interest in FSB, the Exchange Agreement and A-B Distribution 
Agreement would be amended. See Item 8, Note 17, Subsequent Events, for a discussion of this term sheet, and 
Item 7, “Management Discussion and Analysis – Overview” for a discussion of its anticipated impact on the 
Company’s financial results.  

12 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fees. Generally, CBA pays the following fees to A-B in connection with the sale of the Company’s 

products:  

Margin. In connection with all sales through the A-B Distribution Agreement, CBA pays a Margin fee to 
A-B (“Margin”). For the first nine months of 2010 and all of 2009, the Margin applied to all product shipments, 
except for those made under its contract brewing arrangements and from its retail operations and dock sales. 
The A-B Distribution Agreement also provides that CBA shall pay an additional fee to A-B on all shipments 
that exceed specified shipments levels as established in the A-B Distribution Agreement, (together with Margin, 
“Total Margin”). On August 12, 2010, CBA entered into an amendment to the A-B Distribution Agreement 
with A-B that exempts certain product sales from Total Margin beginning in the fourth quarter of 2010, with the 
exemption to be phased out over a five-year period. For the years ended December 31, 2010 and 2009, the 
Company paid a total of $5.6 million and $5.8 million, respectively, related to Total Margin. These fees are 
reflected as a reduction of sales in CBA’s consolidated statements of income. We estimate that, if the 
amendment had been in place for the entire 2010 fiscal year, sales revenues for the year would have been 
approximately $1.2 million more than the net sales that were recognized for 2010 due to lower fees paid to A-B 
for Total Margin. The Company expects the gross margin to increase in periods in which sales revenues are 
anticipated to be higher due to the effect of the lower fees paid to A-B; however, the Company is required to 
reinvest all of the savings resulting from this amendment into the development, marketing and support of its 
brands, fully offsetting any anticipated improvement in gross margin due to this amendment.  

Invoicing Cost. Since July 1, 2004, the invoicing cost is payable on sales through the A-B Distribution 

Agreement. The fee does not apply to sales by CBA’s retail operations or to dock sales. The basis for this 
charge is number of pallet lifts. The fee per pallet lift is generally adjusted on January 1 of each year under the 
terms of the A-B Distribution Agreement.  

Staging Cost and Cooperage Handling Charge. The Staging Cost is payable on all sales through the A-B 

Distribution Agreement that are delivered to an A-B brewery or A-B distribution facility. The fee does not 
apply to product shipped directly to a wholesaler or wholesaler support center. The Cooperage Handling Charge 
is payable on all draft sales through the A-B Distribution Agreement that are delivered to a wholesaler support 
center or directly to a wholesaler. The basis for these fees is number of pallet lifts, and the fees per pallet lift are 
generally adjusted on January 1 of each year.  

Inventory Manager Fee. The Inventory Manager Fee is paid to reimburse A-B for a portion of the salary of 

a corporate inventory management employee, a substantial portion of whose responsibilities are to coordinate 
and administer logistics of CBA’s product distribution to wholesalers. At the time of the WBBC Merger, this 
fee was increased to more than $200,000 per year to reflect the increase in coordination responsibilities 
associated with the shipment levels for CBA’s broader array of brand offering.  

The Invoicing Cost, Staging Cost, Cooperage Handling Charge and Inventory Manager Fee are reflected in 

cost of sales in the Company’s consolidated statements of income. These fees totaled approximately $373,000 
and $394,000 for the years ended December 31, 2010 and 2009, respectively.  

Wholesaler Support Center (“WSC”) Fee. In certain instances, CBA may ship its product to A-B WSCs 
rather than directly to the wholesaler. WSCs assist CBA by consolidating small wholesaler orders with orders of 
other A-B products prior to shipping to the wholesaler. Total WSC fees of $163,000 and $418,000 are reflected 
in cost of sales in the Company’s consolidated statements of income for the years ended December 31, 2010 
and 2009, respectively. The reduction in WSC fees for 2010 is due to A-B implementing a phase out of its 
WSCs during the year. This action by A-B may cause CBA to incur incremental expenses in the future 
associated with master wholesalers that provide cross-docking services that were provided by A-B’s WSCs in 
the past.  

13 

 
 
 
 
 
 
 
The Company purchased certain materials, primarily bottles and other packaging materials, through A-B 
totaling $22.6 million in 2009. During 2009, CBA also paid A-B amounts totaling $63,000 for media purchases 
and advertising services. Beginning in January 2010, CBA procured these materials and services from third 
party vendors and did not make similar purchases for materials or services from A-B during 2010.  

If the A-B Distribution Agreement were terminated early, CBA would have to implement information 
technology systems to manage its supply chain, order management and logistics efforts, establish and maintain 
direct contracts with the existing wholesaler and distributor network or negotiate agreements with replacement 
wholesalers and distributors on an individual basis, and enhance its credit evaluation and regulatory processes. 
The current form of A-B’s exclusivity program, as it has evolved, allows wholesalers and distributors within the 
A-B Alliance presently carrying CBA’s products to continue to carry the Company’s products within the three 
percent allowance offered to aligned wholesalers and distributors without financial penalty. Consequently, 
assuming that the exclusivity program is not materially modified by A-B, CBA might not be required to fully 
rebuild its existing distribution network. The Company believes that the total one-time and recurring costs 
associated with revamping its distribution arrangement may be lower than the total fees paid to A-B under the 
current arrangement with A-B.  

Sales and Marketing  

The Company promotes its products through a variety of means, including a) creating and executing a 

range of advertising programs with its wholesalers; b) training and educating wholesalers and retailers about 
CBA’s products; c) promoting CBA’s name, product offerings and brands, and experimental beers at local 
festivals, venues and pubs; d) selling its beers in the restaurants and pubs owned and operated by the Company; 
and e) targeted discounting to create competitive advantage within the market place.  

The Company advertises its products through an assortment of media, including television, radio, billboard, 

print and social media, including Facebook and Twitter, in key markets and by participating in a co-operative 
program with its distributors whereby CBA’s spending is matched by the distributor. The Company believes 
that the financial commitment by the distributor helps align the distributor’s interests with those of CBA, 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 CBA’s products.  

The Company incurs costs for the promotion of its products through a variety of advertising programs with 

its wholesalers and downstream retailers. The Company’s sales and marketing staff offers education, training 
and other support to wholesale distributors of CBA’s products. Because CBA’s wholesalers generally also 
distribute much higher volume national beer brands and other specialty brands, a critical function of the sales 
and marketing staff is to elevate each distributor’s awareness of CBA’s products and to maintain the 
distributor’s interest in promoting increased sales of these products. This is accomplished primarily through 
personal contact with each distributor, including on-site sales training, educational tours of CBA’s breweries, 
and promotional activities and expenditures shared with the distributors. The Company’s sales representatives 
also provide other forms of support to wholesale distributors, such as direct contact with restaurant and grocery 
chain buyers; direct involvement in the in-store display design; stacking, merchandising and exhibition of beer 
inventory; and dissemination of point-of-sale materials to the off-premise retailer.  

14 

 
 
 
 
 
The Company’s sales representatives devote considerable effort to the promotion of the on-premise channel 

at participating pubs and restaurants. We believe that educating retailers about the freshness and quality of our 
products will in turn allow retailers to assist in educating consumers. We consider on-premise product sampling 
and education to be among our most effective tools for building brand awareness with consumers and 
establishing word-of-mouth reputation. On-premise marketing is also accomplished through a variety of other 
point-of-sale tools, such as neon signs, tap handles, coasters, table tents, banners, posters, glassware and menu 
guidance. CBA seeks to identify its products with local markets by participating in or sponsoring cultural and 
community events, local music and other entertainment venues, local craft beer festivals and cuisine events, 
hosted beer dinners and local sporting events.  

The Company’s breweries also play a significant role in increasing consumer awareness of CBA’s products 

and enhancing its image as a craft brewer. Many visitors take tours at CBA’s breweries. All of CBA’s 
production breweries have a retail restaurant or pub where the Company’s products are served. In addition, 
several of the breweries have meeting rooms that the public can rent for business meetings, parties and holiday 
events, and that CBA uses to entertain and educate distributors, retailers and the media about the Company’s 
products. See Item 2. Properties. At its pubs, CBA also sells various items of apparel and memorabilia bearing 
its trademarks, which creates further awareness of CBA’s beers and reinforces its quality image.  

To further promote retail bottled product sales and in response to local competitive conditions, CBA regularly 
offers “post-offs,” or price discounts, to distributors in most of its markets. Distributors and retailers usually 
participate in the cost of these price discounts.  

Seasonality  

Sales of CBA’s products generally reflect a degree of seasonality, with the first and fourth quarters 

historically being the slowest and the middle two quarters typically demonstrating stronger sales. The volume of 
shipments and related sales revenues is frequently affected by weather conditions and by the number of selling 
days in the period. Therefore, CBA’s results for any quarter are not likely to be indicative of the results that may 
be achieved for the full fiscal year.  

Competition  

The Company competes in the highly competitive craft brewing market as well as in the much larger 
specialty beer market, which encompasses producers of imported beers, major national brewers that have 
introduced fuller-flavored products, and large spirit companies and national brewers that produce flavored 
alcohol beverages. Beyond the beer market, craft brewers have also faced increasing competition from 
producers of wines and spirits. See “Industry Background” above.  

Competition within the domestic craft beer segment and the specialty beer market is based on product 
quality, taste, consistency and freshness, ability to differentiate products, promotional methods and product 
support, transportation costs, distribution coverage, local appeal and price.  

The craft beer segment is highly competitive due to the proliferation of small craft brewers, including 

contract brewers, and the large number of products offered by such brewers. Craft brewers have also 
encountered more competition as their peers expand distribution. Just as CBA expanded distribution of its 
products to markets outside of its home in the Pacific Northwest, so have other craft brewers expanded 
distribution of their products to other regions of the country, leading to an increase in the number of craft 
brewers in any given market. Competition also varies by regional market. Depending on the local market 
preferences and distribution, CBA has encountered strong competition from microbreweries, regional specialty 
brewers and several national craft brewers. Because of the large number of participants and number of different 
products offered in this segment, the competition for bottled product placements and especially for draft beer 
placements has intensified. Although certain of these competitors distribute their products nationally and may 
have greater financial and other resources than the Company, management believes that CBA possesses certain 
competitive advantages, including its broad array of brand offerings within the Company’s three brand families 
and the scale of its production breweries.  

15 

 
 
 
 
 
 
 
The Company also competes against producers of imported brands, such as Heineken, Corona Extra, and 

Guinness. Most of these foreign brewers have significantly greater financial resources than the Company. 
Although imported beers currently account for a greater share of the U.S. beer market than craft beers, CBA 
believes 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 currency fluctuations.  

In response to the growth of the craft beer segment, most of the major domestic national brewers have 
introduced fuller-flavored beers, including well-funded significant product launches in the wheat category. 
While these product offerings are intended to compete with craft beers, many of them are brewed according to 
methods used by these brewers in their other product offerings. The major national brewers have significantly 
greater financial resources than the Company and have access to a greater array of advertising and marketing 
tools to create product awareness of these offerings. Although increased participation by the major national 
brewers increases competition for market share and can heighten price sensitivity within the craft beer segment, 
we believe that their participation tends to increase advertising, distribution and consumer education and 
awareness of craft beers, and thus may ultimately contribute to further growth of this industry segment.  

In the past several years, several major distilled spirits producers and national brewers have introduced 
flavored alcohol beverages. Products such as Smirnoff Ice, Bacardi Silver 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 CBA sells its products.  

Competition for consumers of craft beers has also come from wine and spirits. Some of the growth in the 
past five years in the wine and spirits market, industry sources believe, has been drawn from the beer market. 
Media reports indicate that the U.S. beer market has lost nearly 1% share of alcohol beverage servings per year 
since 2003. While the wine and spirits markets have been impacted by the most recent economic downturn, 
similar to the premium beer market, industry sources indicate that the wine industry will experience its 
fourteenth consecutive year of growth by volume and the spirits industry its tenth consecutive year of growth by 
volume. This growth appears to be attributable to competitive pricing, television advertising, increased 
merchandising, and increased consumer interest in wine and 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 the 
consumer.  

A significant portion of CBA’s sales continues to be in the Pacific Northwest and in California, which the 

Company believes are among the most competitive craft beer markets in the United States, both in terms of 
number of participants and consumer awareness. CBA believes that these areas offer significant competition to 
its products, not only from other craft brewers but also from the growing wine market and from flavored alcohol 
beverages. This intense competition is magnified because some of the Company’s brands are viewed as being 
relatively mature. The Company’s recent marketing efforts have been to focus on creating appealing new brands 
and better communicating the attributes of its stable of existing beers, highlighting and strengthening the 
identities to better match the preferences and lifestyles of a greater number of consumers. CBA believes that its 
broad array of beers and brands enables the Company to offer an assortment of flavors and experiences that 
appeal to more people.  

16 

 
 
 
 
 
Regulation  

The Company’s business is highly regulated at Federal, state and local levels. Various permits, licenses and 
approvals necessary to CBA’s brewery and pub operations and the sale of alcoholic beverages are required from 
various agencies, including the U.S. Treasury Department, Alcohol and Tobacco Tax and Trade Bureau 
(“TTB”), the U.S. Department of Agriculture, the U.S. Food and Drug Administration, state alcohol regulatory 
agencies for the states in which CBA sells its products, 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, 
although smaller brewers producing less than two million barrels annually, including CBA, benefit from 
favorable treatment.  

Management believes that CBA currently has all of the licenses, permits and approvals required for its 
current operations. However, existing permits or licenses could be revoked if CBA were to fail to comply with 
the terms of such permits or licenses and additional permits or licenses may be required in the future for CBA’s 
current operations or as a result of CBA expanding its operations in the future.  

Alcoholic Beverage Regulation and Taxation. All of CBA’s breweries and pubs are subject to licensing and 

regulation by a number of governmental authorities. CBA operates its 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 Brewers’ Notice any time there is a material change in 
the brewing or warehousing locations, brewing or packaging equipment, brewery’s ownership, or officers or 
directors. CBA’s operations are subject to audit and inspection by the TTB at any time.  

In addition to the regulations imposed by the TTB, CBA’s breweries and operations are subject to federal 
and state regulations applicable to wholesale and retail sales, pub operations, deliveries and selling practices in 
those states in which CBA sells its products. Significant conditions associated with the holding a valid TTB 
permit include paying its taxes and applicable fees, maintaining proper accounts and records, obtaining and 
holding appropriate surety bonds, and abiding by federal alcoholic beverage production and distribution 
regulations. The TTB performs background searches of all directors, officers and individuals holding more than 
10 percent of the Company’s outstanding shares. Permits issued by state regulatory agencies have many, if not 
all, of the same requirements.  

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 that produce less than two million barrels annually are 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, which have also been subject to change. It is possible that 
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. The Company’s 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 CBA has no reason to 
believe the operations of its breweries violate any such regulation or requirement, if such a violation were to 
occur, or if environmental regulations were to become more stringent in the future, CBA could be adversely 
affected.  

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. CBA’s restaurants and pubs have addressed this issue by maintaining relatively reasonable hours of 
operations and routinely performing training for their personnel.  

17 

 
 
 
 
 
 
 
Trademarks  

CBA has obtained U.S. trademark registrations for its numerous products including its proprietary bottle 

designs. Trademark registrations generally include specific product names, marks and label designs. The 
Widmer Brothers, Redhook and Kona Brewing marks and certain other Company marks are also registered in 
various foreign countries. CBA regards its Widmer Brothers, Redhook, Kona Brewing and other trademarks as 
having substantial value and as being an important factor in the marketing of its products. The Company is not 
aware of any infringing uses that could materially affect its current business or any prior claim to the trademarks 
that would prevent CBA from using such trademarks in its business. CBA’s policy is to pursue registration of 
its trademarks in its markets whenever possible and to oppose vigorously any infringement of its trademarks.  

Employees  

At December 31, 2010, CBA employed approximately 600 people, including nearly 300 employees in the 
pubs, restaurant and retail stores, 160 employees in production, 100 employees in sales and marketing, and 45 
employees in corporate and administration. The pubs and restaurants have 142 part-time employees and 35 
seasonal or temporary employees, both of which are included in the totals above. None of CBA’s employees are 
represented by a union or employed under a collective bargaining agreement. The Company believes its 
relations with its employees to be good.  

Available Information  

Our Internet address is www.craftbrewers.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 or 
furnish it to the Securities and Exchange Commission (“SEC”). Our SEC reports can be accessed through the 
investor relations section of our Web site. The information found on our Web site is not part of this or any other 
report we file with or furnish to the SEC.  

Executive Officers of the Company  

Terry E. Michaelson (57) – Chief Executive Officer  
Mr. Michaelson has served as CBA’s sole Chief Executive Officer since November 13, 2008 and was the 
Company’s Co-Chief Executive Officer prior to that beginning with the effective date of the WBBC Merger, 
July 1, 2008. He served as President of Craft Brands from July 2004 to July 1, 2008. From March 1995 to June 
2004, he served as Chief Operating Officer and Executive Vice President of WBBC.  

Mark D. Moreland (46) – Chief Financial Officer and Treasurer  
Mr. Moreland has served as CBA’s Chief Financial Officer and Treasurer since August 2008 and prior to 

that was the Company’s Chief Accounting Officer, beginning with the effective date of the WBBC Merger. 
From April 1, 2008 to June 30, 2008, Mr. Moreland served as Chief Financial Officer of WBBC. He was 
Executive Vice President and Chief Financial Officer of Knowledge Learning Corporation from July 2006 to 
November 2007. From July 2005 to June 2006, Mr. Moreland held the positions of Interim CFO, Senior Vice 
President - Finance and Treasurer with Movie Gallery, Inc., which operated the Movie Gallery and Hollywood 
Entertainment video rental chains. From August 2002 to July 2005, he was Senior Vice President, Finance and 
Treasurer of Hollywood Entertainment Corporation, which Movie Gallery, Inc. acquired in April 2005. Movie 
Gallery and each of its U.S. affiliates filed voluntary petitions under Chapter 11of the U.S. Bankruptcy Code on 
October 16, 2007, and the plan of reorganization was subsequently confirmed by the U.S. Bankruptcy Court in 
2008.  

18 

 
 
 
 
 
 
Danielle A. Katcher (40) – Vice President, Marketing  
Ms. Katcher was promoted to Vice President, Marketing for the Company effective March 1, 2010. Prior to 

that, Ms. Katcher served as CBA’s Senior Director, Marketing since the effective date of the WBBC Merger. 
She served as Senior Director of Marketing for Craft Brands from April 2008 to the effective date of the WBBC 
Merger, and was the Brand Director, Redhook and Kona for Craft Brands from December 2006 to April 2008. 
Ms. Katcher served as Director of Innovation for Craft Brands during this period as well, joining Craft Brands 
in January 2006.  

V. Sebastian Pastore (44) – Vice President, Brewing Operations and Technology  
Mr. Pastore has served as Vice President, Brewing Operations and Technology for CBA since the WBBC 

Merger. Prior to that, Mr. Pastore served as Vice President of Brewing of WBBC from March 2002 to the 
effective date of the WBBC Merger. From June 2000 to March 2002, he worked for Coca-Cola Enterprises. 
From December 1994 to June 2000, Mr. Pastore worked at WBBC serving as the Director of Brewing.  

Martin J. Wall (39) – Vice President, Sales  
Mr. Wall has served as CBA’s Vice President, Sales since the WBBC Merger. Prior to that, Mr. Wall 
served as Vice President of Sales of Craft Brands from July 2004 to the effective date of the WBBC Merger. 
From September 2000 to June 2004, he served as Vice President of Sales of WBBC.  

There is no family relationship among any of the directors or executive officers of the Company, except 
that Kurt R. Widmer, the Chairman of the Company’s Board, is the brother of Robert Widmer, who serves as 
the Company’s Vice President of Corporate Quality Assurance and Industry Relations, a non-executive 
position.  

Item 1A. Risk Factors  

Cautionary Language Regarding Forward-Looking Statements. This report contains “forward-looking 

statements” with the meaning of the Private Securities Litigation Reform Act of 1995. These statements include 
the discussion of our business strategies and expectations concerning future operations, margins, profitability, 
liquidity and capital resources. In addition, in certain portions of this report, the words “anticipate”, 
“project”, “believe”, “estimate”, “may”, “will”, “expect”, “plan” and “intend” and similar expressions, as 
they relate to us and the views of our management, are intended to identify forward-looking statements. The 
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause 
the actual results, performance or achievements to be materially different from any future results, performance 
or achievements expressed or implied by these forward-looking statements. These statements are based upon 
the current expectations and assumptions of, and on information available to, our management. Further, 
investors are cautioned that, unless required by law, we do not assume any obligation to update forward-
looking statements based on unanticipated events or changed expectations. In addition to specific factors that 
may be described in connection with any particular forward-looking statement, factors that could cause actual 
results to differ materially from those expressed or implied by the forward-looking statements include (but are 
not limited to) the following:  

Increased competition could adversely affect sales and results of operations. We compete in the highly 
competitive craft brewing market as well as in the much larger high-end beer category, which includes the high-
end imported beer segment and fuller-flavored beer offered by major national brewers. Beyond this category of 
the beer market, craft brewers, including us, have also faced increasing competition from producers of wine, 
spirits and flavored alcohol beverages offered by the larger spirit producers and national brewers. Increased 
competition could cause our future sales and results of operations to be adversely affected.  

We operate in the highly competitive craft beer industry and the maturity of some of our brands may result 

in a further decline in our market share. We face intense competition in the craft beer industry. Our beers 
compete primarily with beers produced by other craft brewers and foreign brewers and, to a lesser extent, 
national domestic brewers. We believe that the principal bases upon which we compete are quality, brand 
loyalty and price. A significant portion of the craft beer market is comprised of customers seeking new and 

19 

 
 
 
 
 
 
 
 
exciting tastes, flavors and experiences. Certain of our key brands, including our top selling brand, have been 
marketed for more than two decades. As our brands continue to mature, it becomes more difficult for us to sell 
these brands to this portion of the craft beer market. Other craft brewers with whom we compete may offer 
brands that these consumers perceive to be newer, exciting and unique, and therefore preferable. These factors 
could lead to declining sales. We may respond by increasing discounts to offset these effects, which may further 
damage our overall brand image. Such events would cause our future sales, results of operations, and cash flows 
to be adversely affected.  

If we are unable to gauge trends and react to changing consumer preferences in a timely manner, our sales 
and market share will decrease. As discussed above, certain of our brands are relatively mature within the craft 
beer industry. In the coming year, we plan to engage in aggressive marketing and selling campaigns to 
reestablish these brands with the craft beer market, while simultaneously releasing new brands with unique and 
distinctive tastes. Our efforts include changing the packaging and design of these brands to be more appealing. 
The costs and management attention involved in these campaigns 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. 

Our business is sensitive to reductions in discretionary consumer spending. Consumer demand for luxury 

or perceived luxury goods, including craft beer, is sensitive to downturns in the economy and the corresponding 
impact on discretionary spending. The overall craft beer segment continued to grow in the face of the 
challenging economic environment of the prior year; however, there is no assurance that it will continue to 
enjoy growth in future periods. Changes in discretionary consumer spending or consumer preferences brought 
about by factors such as perceived or actual general economic conditions, job losses and the resultant rising 
unemployment rate, perceived or actual disposable consumer income and wealth, the current U.S. economic 
recession and changes in consumer confidence in the economy, could significantly reduce customer demand for 
craft beer in general, and the products we offer specifically. Certain of our core markets, particularly in the 
West, have been harder hit by the recent economic recession, with job loss and unemployment rates in excess of 
the national averages. 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. 

We are dependent upon our continuing relationship with Anheuser-Busch, Incorporated (“A-B”) and the 

current distribution network. Substantially all of our products are sold and distributed through A-B’s 
distribution network. If the July 1, 2004 Master Distributor Agreement (as amended, the “A-B Distribution 
Agreement”) were terminated, we would be faced with a number of operational tasks, including implementing 
information technology systems to manage our supply chain including order management and logistics efforts, 
establishing and maintaining direct contracts with the existing wholesaler and distributor network or negotiating 
agreements with replacement wholesalers and distributors on an individual basis, and enhancing our credit 
evaluation and regulatory processes. Such an undertaking would require significant effort and substantial time 
to complete, during which the distribution of our products may be impaired. While the Company believes that 
the total one-time and recurring costs associated with such an undertaking may be lower than the total fees paid 
under the current arrangement with A-B, if we are required to undertake all of the above activities as a result of 
the A-B Distribution Agreement being terminated, the costs of such an undertaking could exceed the total fees 
that we currently pay to A-B. 

20 

 
 
 
 
Presently, we distribute our products through a network of more than 525 independently owned and 
operated wholesale distributors, most of which are geographically contiguous, and 12 wholesale distributors 
owned and operated by A-B. If we are required to negotiate agreements with replacement wholesalers and 
distributors on an individual basis, it may be challenging for us to build a distribution network as seamless and 
contiguous as the one we currently enjoy through A-B. 

The parent company for A-B, Anheuser-Busch InBev, headquartered in Leuven, Belgium, is the leading 
global brewer and one of the world’s top five consumer products companies. Anheuser-Busch InBev manages a 
portfolio of over 200 brands that includes global flagship brands Stella Artois and Beck’s, in addition to A-B’s 
Budweiser.  

A-B has entered into an Equity Purchase Agreement (“Purchase Agreement”) among Goose Holdings Inc. 

(“GHI”), FSB and the Company in regard to which GHI and the Company have agreed to sell their equity 
interests in FSB. Upon closing of the Purchase Agreement, FSB will become a wholly owned subsidiary of     
A-B. FSB and the Company compete in the same market segment, the craft beer segment, in largely separate 
but somewhat overlapping geographic territories. Prior to the transactions contemplated by the Purchase 
Agreement, the Company and FSB agreed to provide mutual support pursuant to a sales and marketing 
agreement and did not compete directly. As sole owner of FSB, while A-B has agreed to continue to support the 
Company’s sales and marketing efforts in the Midwest, FSB will have access to and may use the increased 
financial resources of A-B to expand its competitive footprint and seek to increase sales in territories which 
currently represent a significant percentage of the Company’s total shipments. Introduction of and support by 
A-B of FSB’s competing products, or other products developed or introduced by FSB, A-B or its parent, may 
reduce wholesaler attention and financial resources committed to our products. There is no assurance that we 
will be able to successfully compete in the marketplace against other A-B supported products or beers produced 
by other companies. A reduction in the level of A-B’s support of our products could cause our sales and results 
of operations to be adversely affected. 

We are dependent on our distributors 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 distributors, most of which are 
independent wholesalers, for the sale of our products to retailers. Any disruption in the ability of the 
wholesalers, A-B, or us to distribute products efficiently due to any significant operational problems, such as 
wide-spread 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. 

Our agreements with A-B place limitations on our ability to engage in or reject certain transactions, 
including acquisitions and changes of control. Our Exchange and Recapitalization Agreement (as amended, the 
“Exchange Agreement”) requires us to obtain the consent of A-B prior to taking certain actions. The practical 
effect of these restrictions is to grant A-B the ability to veto certain transactions that management may believe 
to be in the best interest of our shareholders, including our expansion through acquisitions of other craft brewers 
or new brands, mergers with other brewing companies or distribution of our products outside of the United 
States. As a result, our financial condition, results of operations, cash flows and the trading price of our 
common stock may be adversely affected. 

A-B holds certain rights affecting corporate governance and significant corporate transactions. As of 

December 31, 2010, A-B owns approximately 32.2% of our outstanding common stock and, under the 
Exchange Agreement, has the right to appoint two designees to our board of directors and to observe the 
conduct of all standing board committees. As a result, A-B is able to exercise significant control and influence 
over us and matters requiring approval of our shareholders, including the election of directors and approval of 
significant corporate transactions. This could limit the ability of other shareholders to influence corporate 
matters and may have the effect of delaying or preventing a third party from acquiring control of us. In addition, 
A-B may have actual or potential interests that differ from our other shareholders. The securities markets may 
also react unfavorably to A-B’s ability to influence certain matters involving the Company, which may have an 
adverse impact on the trading price of our common stock. 

21 

 
 
 
 
 
 
We are dependent on certain A-B information systems and operational support. We rely on the A-B 

supply-chain, order management, logistics and other financial systems to support our operations, particularly for 
the distribution of our products. As the maintenance and upkeep of these systems is under A-B’s control, any 
disruption or revisions to these systems will be remediated or made at A-B’s direction, which may cause the 
restoration of these critical systems to be delayed, especially in the short-term. Any disruption in these critical 
information services could have a material adverse effect on our financial condition, results of operations and 
cash flows. We may also incur incremental costs associated with changes to either A-B’s information systems, 
operational support or the A-B distribution network, which could have a material adverse effect on our financial 
condition, results of operations and cash flows. 

We may be unable to successfully realize all of the anticipated benefits of the KBC Merger. The KBC 
Merger involves the integration of two companies that previously had operated independently. Among the 
factors that we considered in connection with the KBC Merger were the opportunities for synergies in 
efficiently utilizing the available production capacity, implementing a national sales strategy and reducing costs 
associated with duplicate functions. There can be no assurance that these synergies will be realized within the 
time periods contemplated or that they will be realized at all. There also can be no assurance that our integration 
with KBC will result in the realization of the full benefits anticipated by us. 

Our shareholders may not realize a benefit from the KBC Merger commensurate with the ownership 
dilution they have experienced in connection with the KBC Merger. If we are unable to realize the strategic and 
financial benefits currently anticipated from the KBC Merger, our shareholders will have experienced dilution 
of their ownership interests without receiving commensurate benefit. 

Operating breweries at production levels substantially below their current designed capacities could 
negatively impact our financial results. As of December 31, 2010, the annual working capacity of our breweries 
was approximately 900,000 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 are 
unable to achieve significant sales growth, 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 and California. Nearly two-thirds of our sales in 2010 
have been in the Pacific Northwest and California and, consequently, our future sales may be adversely affected 
by changes in economic and business conditions within these areas. We also believe these regions 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 wine producers and flavored alcohol beverages. 

The craft beer business is seasonal in nature, and we are likely to experience fluctuations in results of 
operations and financial condition. 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 seasonal 
business. 

22 

 
 
 
 
 
 
Changes in consumer preferences or public attitudes about alcohol could decrease demand for our 

products. If consumers were unwilling to accept our products or if general consumer trends caused a decrease in 
the demand for beer, including craft beer, it would adversely impact our sales and results of operations. 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 and have an adverse effect on our sales and results of 
operations. 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. As an 
outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that 
additional cautionary labeling or packaging requirements might be imposed or that there may be renewed 
efforts to impose at either the federal or state level, increased excise or other taxes on beer sold in the United 
States. If beer in general were to fall out of favor among domestic consumers, or if the domestic beer industry 
were subjected to significant additional governmental regulation, it would likely have a significant adverse 
impact on our financial condition, operating results and cash flows. 

We are dependent upon the services of our key personnel. If we lose the services of any members of senior 

management or key personnel for any reason, we may be unable to replace them with qualified personnel, 
which could have a material adverse effect on our operations. Additionally, the loss of Terry Michaelson as our 
chief executive officer, and the failure to find a replacement satisfactory to A-B, would be a default under the 
A-B Distribution Agreement. 

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 bottled 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. 

We are subject to governmental regulations affecting our breweries and pubs. Federal, state and local laws 
and regulations govern 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. Certain actions undertaken by the 
Company may cause the Alcohol and Tobacco Tax and Trade Bureau or any particular state or jurisdiction to 
revoke its license or permit, restricting the Company’s ability to conduct business. One or more regulatory 
authorities could determine that the Company has not complied with applicable licensing or permitting 
regulations or has not maintained the approvals necessary for the Company to conduct business within its 
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, our ability to conduct business 
may be disrupted, which would have a material adverse effect on the Company’s financial condition, results of 
operations and cash flows. 

We believe that we currently have all of the licenses, permits and approvals required for our current 
operations. However, we do business in almost every state through the A-B distribution network, and for many 
of these states, we rely on the licensing, permitting and approvals maintained by A-B. If a state or a number of 
states required us to obtain our own licensing, permitting or approvals to operate within the state’s boundaries, a 
combination of events may occur, including a disruption of sales or significant increases in compliance costs. If 
licenses, permits or approvals not previously required for the sale of our malt beverage products were to be 
required, the ability to conduct our business could be disrupted, which may have a material adverse effect on 
our financial condition, results of operations and cash flows. 

23 

 
 
 
 
 
Our common stock price may be at a level at June 30, 2011 that requires us to incur significant additional 

compliance costs under SEC regulations. Since January 1, 2011, the Company’s common stock has been 
trading in a range from $7.04 to $8.80 per share. Based our common shares outstanding of 18,819,053 as of 
March 17, 2011, if our common stock price is at or above $7.21 per share, we will become an accelerated filer 
for SEC annual and quarterly reports filed after December 31, 2011. As an accelerated filer, we would be 
required to file our annual and quarterly reports with the SEC more quickly than currently required. We may 
incur additional costs to redesign our current financial reporting process to meet these accelerated deadlines. 

In addition, we will no longer be exempt from the requirement that our independent registered public 
accounting firm attest to the effectiveness of our internal controls over financial reporting on an annual basis. In 
this event, we expect to incur additional effort and costs associated with the review by our independent 
registered public accounting firm of the applicable documentation produced by the Company and attesting to 
our assertions regarding the effectiveness of our internal controls over financial reporting as of December 31, 
2011 and subsequent years. Furthermore, if our independent registered public accounting firm is unable to 
provide an unqualified attestation report on our internal controls, investors could lose confidence in our 
financial information, which is likely to adversely affect our common stock price. 

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 that produce less than two million barrels annually are taxed at $7 per barrel on 
the first 60,000 barrels shipped, with the remainder of the shipments taxed at the normal rate. Individual states 
that the Company operates in also impose excise taxes on beer and other alcohol beverages in varying amounts, 
which have been subject to change. Federal and state legislators routinely consider various proposals to impose 
additional excise taxes on the production of alcoholic beverages, including beer. Due in part to the prolonged 
economic recession and the follow-on effect on state budgets, a number of states are proposing legislation that 
would lead to significant increases in the excise tax rate on alcoholic beverages for their states. Any such 
increases in excise taxes, if enacted, would adversely affect our financial condition, results of operations and 
cash flows. 

Changes in state laws regarding distribution arrangements may adversely impact our operations. In 2006, 

the Washington state legislature enacted legislation removing the long-standing requirement that small 
producers of wine and beer distribute their products through wholesale distributors, thus permitting these small 
producers to distribute their products directly to retailers. The law further provides that any brewery that 
produces more than 2,500 barrels annually may distribute its products directly to retailers, if its distribution 
facilities are physically separate and distinct from its production breweries. The legislation stipulates that prices 
charged by a brewery must be uniform for all distributors and retailers, but does not mandate the price retailers 
may charge consumers. Our operations will continue to be substantially impacted by the Washington state 
regulatory environment. This law may also impact the financial stability of Washington state wholesalers on 
which we rely. 

Other states in which we have a significance sales presence may enact similar legislation, which is likely to 
have the same or similar effect on the competitive environment for those states. An increase in the competitive 
environment in those states could have an adverse effect on our future sales and results of operations. 

We may experience a shortage of kegs necessary to distribute draft beer. We distribute our draft beer in 
kegs that are owned by us as well as leased from a third-party vendor, and on a limited basis from A-B. During 
periods when we experience stronger sales, we may need to rely on kegs leased from A-B and the third-party 
vendor to address the additional demand. If shipments of draft beer increase, we may experience a shortage of 
available kegs to fill sales orders. If we cannot meet our keg requirements through either lease or purchase, we 
may be required to delay some draft shipments. Such delays could have an adverse impact on sales and 
relationships with wholesalers and A-B. We may also decide to pursue other alternatives for leasing or 
purchasing kegs, but there is no assurance that we will be successful in securing additional kegs. 

24 

 
 
 
 
 
 
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. 

Loss of income tax benefits could negatively impact our results of operations. As of December 31, 2010, 

our deferred tax assets were primarily comprised of federal net operating losses (“NOLs”) of $23.5 million, or 
$8.0 million tax-effected; state NOL carryforwards of $211,000 tax-effected; and federal and state alternative 
minimum tax credit carryforwards of $452,000 tax-effected. The ultimate realization of deferred tax assets is 
dependent upon generating taxable income during the periods in which those temporary differences become 
deductible. To the extent that the Company is unable to generate adequate taxable income in future periods, the 
Company may be required to record a valuation allowance to provide for potentially expiring NOLs or other 
deferred tax assets. Any such allowance would generally be charged to earnings in the period of increase. 

A small number of shareholders hold a significant ownership percentage of the Company 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 the Company. In addition, the founders of Widmer Brothers 
Brewing Company (“WBBC”) and their close family members own approximately 3.6 million shares of our 
common stock. Collectively, these two groups own 51.2% of the Company’s equity. All of these shares are 
available for sale in the public market, subject to volume, manner of sale and other limitations under Rule 144 
in the case of shares held by any of these shareholders who are affiliates of the Company. Such sales in the 
public market or the perception that such sales could occur may 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 Bank of America (“BofA”), we are not 
permitted to declare or pay a dividend without BofA’s prior consent. 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 KBC 
Merger, the Company has recognized a significant increase in its total intangible assets, including goodwill. As 
of December 31, 2010, the Company holds more than $30.4 million in an assortment of intangible assets, on a 
net basis, which represents nearly 20% of the Company’s total assets, and another $5.2 million in an investment 
in another corporate entity. 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, which had a negative impact on the Company’s estimated cash flows associated with these 
assets, our analyses of these assets may conclude that a decrease in the fair value of these assets occurred. If this 
were to occur, 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. 

25 

 
 
 
 
 
Item 1B. Unresolved Staff Comments 

None. 

Item 2. Properties 

The Company currently owns and operates four highly automated small-batch breweries, the Hawaiian 
Brewery, the New Hampshire Brewery, the Oregon Brewery and the Washington Brewery, as well as a small, 
manual brewpub-style brewing system at the Rose Quarter Brewery. The Company leases the sites upon which 
the the Hawaiian Brewery, New Hampshire Brewery and the Rose Quarter Brewery are located, in addition to 
its office space and warehouse locations in Portland, Oregon for its corporate, administrative and sales 
functions. These operating leases expire at various times between 2011 and 2047. Certain of these leases are 
with entities that have members that include related parties to the Company. See Notes 15 and 16 to the 
Consolidated Financial Statements included elsewhere herein for further discussion regarding these 
arrangements. The Company’s annual production capacity is estimated assuming a total of two weeks shut 
down for maintenance and other interruptions. See “Part II, Item 7. Management’s Discussion and Analysis of 
Financial Condition and Results of Operations – Overview” for a discussion of the factors considered in 
developing annual working capacity. 

The Hawaiian Brewery. As a result of the KBC Merger, the Company acquired the Hawaiian Brewery 
located in Kailua-Kona, Hawaii. The Hawaiian Brewery sources the Kona Brewing branded restaurants and 
pubs in the islands of Hawaii and Oahu, as well as other restaurants and pubs throughout the Hawaiian Islands. 
As of December 31, 2010, the brewery’s annual production capacity is approximately 11,000 barrels, which is 
also the expected annual production capacity for 2011. 

The New Hampshire Brewery. The New Hampshire Brewery is located on approximately 23 acres in 
Portsmouth, New Hampshire. The Company leases the land under a contract that expires in 2047, with an 
option to renew for up to two seven-year extensions. The New Hampshire Brewery is modeled after the 
Washington Brewery and is similarly equipped, but is larger in design, covering 125,000 square feet to 
accommodate all phases of the Company’s brewing operations under one roof. Also included is a retail 
merchandise outlet; the Cataqua Public House, a 4,000 square-foot family-oriented pub with an outdoor beer 
garden, and a special events room accommodating up to 250 people. Production began in October 1996, with an 
initial brewing capacity of approximately 100,000 barrels per year. In order to accommodate sales growth, the 
Company has steadily expanded the production capacity at this location. As of December 31, 2010, the 
brewery’s annual production capacity is approximately 181,000 barrels, which is also the expected annual 
production capacity for 2011. 

The Oregon Brewery. The Oregon Brewery, located in Portland, Oregon, is comprised of an approximately 

135,000 square-foot building housing the primary brewery equipment, a 40,000 square-foot building and a 
10,000 square-foot addition. The three structures house a 230-barrel brewhouse, fermentation cellars, filter 
rooms, grain storage silos, a bottling line, a keg filling line, dry storage, two coolers and loading docks. The 
brewery includes a retail merchandise outlet and the Gasthaus Pub and Restaurant, a 3,100 square-foot family-
oriented pub that seats 125 patrons. There are also two special events rooms that combined represent 3,700 
square feet and can accommodate up to 125 people. The brewery also houses office space, where most of the 
Company’s corporate and sales and marketing staff is located. As of December 31, 2010, the brewery’s annual 
production capacity is approximately 481,000 barrels, which is also the expected annual production capacity for 
2011. 

26 

 
 
 
 
 
 
 
The Washington Brewery. The Washington Brewery, located on approximately 22 acres (17 of which are 

developable) in Woodinville, Washington, a suburb of Seattle, is across the street from the Chateau Ste. 
Michelle Winery and next to the Columbia Winery. The Washington Brewery is comprised of an approximately 
88,000 square-foot building, a 40,000 square-foot building and an outdoor tank farm. The two buildings house a 
100-barrel brewhouse, fermentation cellars, filter rooms, grain storage silos, a bottling line, a keg filling line, 
dry storage, two coolers and loading docks. The brewery includes a retail merchandise outlet and the 
Forecasters Public House, a 4,000 square-foot family-oriented pub that seats 200 patrons and features an 
outdoor beer garden that seats an additional 200 people. Additional entertainment facilities include a 4,000 
square-foot special events room accommodating up to 250 people. The brewery also houses office space, in a 
portion of which some of the Company’s operations staff are located. The remaining space is leased out to a 
third party under an operating agreement that was on a month-to-month basis for 2010, but became a long-term 
arrangement beginning in the first quarter of 2011 with the completion of certain contractual tenant 
improvements. As of December 31, 2010, the brewery’s annual production capacity is approximately 236,000 
barrels, which is also the expected annual production capacity for 2011. 

The Rose Quarter Brewery. The Company also operates a second location in Portland, Oregon, which is a 

pilot 10-barrel brewhouse located in the Rose Quarter, a sports and entertainment venue in the city. The 
Company uses the Rose Quarter Brewery to brew one-off and specialty beers and to source primarily the 
Gasthaus and to a lesser degree, other restaurants, public houses and bars in the Portland, Oregon region. 

Substantially all of the personal property and the real properties associated with the Oregon Brewery and 

the Washington Brewery secure the Company’s loan agreement with BofA. See Notes 5 and 8 to the 
Consolidated Financial Statements included elsewhere herein. 

Item 3. Legal Proceedings 

The Company is involved from time to time in claims, proceedings and litigation arising in the normal 
course of business. The Company believes that, to the extent that any pending or threatened litigation involving 
the Company or its properties exists, such litigation will not likely have a material adverse effect on the 
Company’s financial condition or results of operations. 

27 

 
 
 
 
 
PART II 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 
Equity Securities 

The Company’s Common Stock trades on the Nasdaq Stock Market (“Nasdaq”) under the trading symbol 
HOOK. The table below sets forth, for the fiscal quarters indicated, the reported high and low sale prices of the 
Company’s Common Stock, as reported on the Nasdaq: 

2010

2009 

High

Low

High

Low 

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .   $
Second quarter . . . . . . . . . . . . . . . . . . . . . . . .   $
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . .   $
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . .   $

2.73 
5.15 
9.94 
8.27 

$
$
$
$

2.16 
2.31 
4.40 
6.01 

$
$
$
$

1.32 
2.78 
4.20 
3.87 

$  0.85 
$  0.93 
$  1.61 
$  2.03 

We had approximately 684 common shareholders of record as of March 17, 2011. 

The Company has not declared or paid normal or ordinary dividends during its existence. Under the terms 

of the Company’s loan agreement with Bank of America, N.A. (“BofA”) as modified, the Company may not 
declare or pay dividends without our lender’s consent. The Company anticipates that for the foreseeable future, 
all earnings, as applicable, will be retained for the operation and expansion of its business and that it will not 
pay cash dividends. The payment of dividends, if any, in the future will be at the discretion of the board of 
directors and will depend upon, among other things, future earnings, capital and operating requirements, 
restrictions in future financing agreements, the general financial condition of the Company and general business 
conditions. 

Item 6. Selected Financial Data 

Not applicable. 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

The following discussion and analysis should be read in conjunction with the Company’s Consolidated 
Financial Statements and Notes thereto included herein. The discussion and analysis includes period-to-period 
comparisons of the Company’s financial results. Although period-to-period comparisons may be helpful in 
understanding the Company’s financial results, the Company believes that they should not be relied upon as an 
accurate indicator of future performance. 

Overview 

Since its formation, the Company has focused its business activities on the brewing, marketing and selling 

of craft beers in the United States. The Company generated gross sales of $140.9 million and net income of $1.7 
million for the year ended December 31, 2010, compared with gross sales of $133.3 million and net income of 
$887,000 for the corresponding period in 2009. The Company generated earnings per share on a fully diluted 
basis of $0.10 on 17.6 million shares for fiscal year 2010 compared with $0.05 on 17.0 million shares for fiscal 
year 2009. 

The Company’s sales volume (shipments) increased 3.5% to 607,800 barrels in 2010 as compared with 

587,500 barrels in 2009, due primarily to an increase in shipments made under its contract brewing 
arrangements. 

28 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Company produced its specialty bottled and draft Redhook- and Widmer Brothers- branded products in 

its three Company-owned production breweries, one in the Seattle suburb of Woodinville, Washington 
(“Washington Brewery”), another in Portsmouth, New Hampshire (“New Hampshire Brewery”), and in 
Portland, Oregon. The production facility located in Portland, Oregon, is the Company’s largest production 
facility (“Oregon Brewery”). The Company also owns and operates another facility in Portland, Oregon, its 
smallest, a manual brewpub-style brewery at the Rose Quarter (“Rose Quarter Brewery”). Prior to October 1, 
2010, the Company sold these products in addition to the Kona Brewing-branded products purchased from 
Kona Brewery LLC, (“Kona”) predominantly to Anheuser-Busch, Incorporated (“A-B”) and its network of 
wholesalers pursuant to the July 1, 2004 Master Distributor Agreement (as amended, the “A-B Distribution 
Agreement”). The Redhook-, Widmer Brothers- and Kona Brewing- branded products are readily available in 
48 states. For additional information regarding the A-B Distribution Agreement, see Part 1, Item 1, Business 
“— Product Distribution,” and “— Relationship with Anheuser-Busch, Incorporated.” 

As of July 31, 2010, the Company, Kona Brewing Co., Inc.; Kona; and related entities (collectively, 
“KBC”) and KBC’s shareholders, entered into an agreement and plan of merger. As of October 1, 2010 (the 
“effective date”), the merger was completed and Kona Brewing Co., Inc. merged with and into a wholly owned 
subsidiary of the Company (the “KBC Merger”). Now a wholly owned subsidiary of the Company, Kona 
continues to own and operate its brewery (the “Hawaiian Brewery”) located in Kailua-Kona, Hawaii. The 
restaurant and pub operations of KBC are comprised of three restaurants and pubs, including one adjacent to the 
Hawaiian Brewery, situated in Honolulu, Oahu and Kailua-Kona, Hawaii. 

Management believes that the Company, as it is currently constituted, should be able to secure advantages 
beyond those that have already been achieved in its long-term strategic relationship with KBC in supporting the 
Kona Brewing brand family of beers with increased financial, marketing and operating capabilities, allowing 
the Kona Brewing brand to reach more consumers in both Hawaii and the U.S. mainland. This acquisition 
increases the breadth and variety of the Company’s brand offerings, creating favorable selling opportunities in a 
greater number of lucrative markets. 

Prior to the effective date, the Company also earned revenue in connection with two operating agreements 
with Kona — an alternating proprietorship agreement and a distribution agreement. Pursuant to the alternating 
proprietorship agreement, Kona produced a portion of its malt beverages at the Company’s Oregon Brewery. 
The Company received a facility fee from Kona based on the barrels brewed and packaged at the Company’s 
brewery. Fees were also recognized as revenue upon completion of the brewing process and packaging of the 
product. In connection with the alternating proprietorship agreement, the Company also sold certain raw 
materials to Kona for use in brewing. Revenue was recognized when the raw materials are removed from the 
Company’s stock. Under the distribution agreement, the Company purchased Kona-branded product from 
Kona, then sold and distributed the product. Under this arrangement, the Company recognized revenue when 
the product is delivered to A-B or the wholesaler. After the effective date, as the Company consolidates the 
activities of Kona, any such intercompany activities are eliminated, including the revenues and costs associated 
with the alternating proprietorship agreement and the distribution agreement. 

The Company also derives other revenues from sources including the sale of retail beer, food, apparel and 

other retail items in its three restaurants and pubs that are adjacent to its production breweries, and after the 
effective date, the restaurants and pubs operated by KBC. 

The Company holds a 42 percent equity ownership interest in Fulton Street Brewing, LLC (“FSB”), which 

the Company accounts for under the equity method of accounting as described in Financial Accounting 
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 323, Investments – equity 
method and joint ventures (“ASC 323”). 

29 

 
 
 
 
 
 
On March 27, 2011, the Company executed a binding term sheet (the “Term Sheet”) with A-B, relating to 

the Company’s investment in FSB. A-B had previously entered into an equity purchase agreement (the 
“Purchase Agreement”) dated as of February 18, 2011, with Goose Holdings, Inc. (“GHI”), under which GHI 
had agreed to sell its 58 percent equity interest in FSB. The Company holds a right of first refusal under the 
operating agreement among FSB, GHI and the Company that permitted it to purchase GHI’s interest in FSB on 
the same terms and conditions as set forth in the Purchase Agreement. A copy of the Term Sheet was included 
as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 28, 2011. 

Pursuant to the Term Sheet, the Company has agreed to sell its equity interest in FSB to A-B and not to 
exercise its right of first refusal under the operating agreement with FSB. A-B has agreed to pay $16.3 million 
in cash for the Company’s equity interest in FSB in accordance with the terms and conditions in the Purchase 
Agreement and an additional $150,000 in respect of transaction costs. A-B has further agreed to reductions in 
Total Margin for the remaining term of the A-B Distribution Agreement, as well as any renewal term, to allow 
the Company to use an alternate distribution network in the event the Company purchases additional beer 
brands in the future, and to provide the Company with greater flexibility with respect to future acquisitions or 
divestitures of assets without obtaining A-B’s prior consent. A-B also agreed to provide enhanced selling 
support for the Company’s brands. 

The Company estimates that, had the proposed deal been in place throughout 2010, the increase in 2010 
sales revenues resulting from the reduced distribution fees would have been approximately $2.1 million. The 
loss of the Company’s share of earnings from FSB will partially offset any increase in sales revenues resulting 
from the reduced distribution fees. The Company’s share of FSB’s earnings was $696,000 for 2010. 

Prior to the execution of the KBC Merger, the Company accounted for its 20% equity ownership interest in 

Kona under ASC 323 as outlined above. As a result of the KBC Merger, the Company recognized its 
investment in Kona at its fair value as a component of the assets transferred in the KBC Merger. The Company 
also discontinued recognizing earnings on an equity basis for Kona from the effective date of the KBC Merger, 
and will not recognize equity earnings associated with Kona in future periods. 

The Company’s sales are affected by several factors, including consumer demand, price discounting and 
competitive considerations. The Company competes in the highly competitive craft brewing market as well as 
in the much larger beer, wine, spirits and flavored alcohol markets, which encompass producers of import beers, 
major national brewers that produce fuller-flavored products, large spirit companies, and national brewers that 
produce flavored alcohol beverages. The craft beer segment is highly competitive due to the proliferation of 
small craft brewers, including contract brewers, and the large number of products offered by such brewers. 
Certain national domestic brewers have also sought to appeal to this growing demand for craft beers by 
producing their own fuller-flavored products. These fuller-flavored products have been most successful within 
the wheat beer category, including Shock Top Belgian White and Blue Moon Belgian White. These beers are 
generally considered to be within the same category as the Company’s Hefeweizen beer, putting them in direct 
competition. The wine and spirits market has also experienced significant growth in the past five years or so, 
attributable to competitive pricing, increased merchandising, and increased consumer interest in wine and 
spirits. In recent years, the specialty segment has seen the introduction of flavored alcohol beverages, the 
consumers of which, industry sources generally believe, correlate closely with the consumers of the import and 
craft beer products. Sales of these flavored alcohol beverages were initially very strong, but growth rates have 
slowed in recent years. While there appear to be fewer participants in the flavored alcohol category than at its 
peak, there is still significant volume associated with these beverages. Because the number of participants and 
number of different products offered in this segment have increased significantly in the past ten years, the 
competition for bottled and draft product placements has intensified. 

30 

 
 
 
 
 
While the craft beer market has seen a significant growth in the number of competitors, the national domestic 

and international brewers have undergone a second round of consolidation, reducing the number of market 
participants at the top of the beer market. A number of factors have driven this consolidation, including the desire 
to capture market share and positioning as either the largest brewer or second largest brewer in any given market. 
The U.S. beer market, in which the Company competes, was once dominated by three companies, A-B, Miller 
Brewing Company and Adolph Coors Company. During the past decade, Miller Brewing Company and Adolph 
Coors Company were merged with international brewers, South African Brewers (“SAB”) and Molson of Canada, 
respectively, to increase the global market reach of their brands. During 2009, the resulting companies, SABMiller 
and MolsonCoors, completed the terms of a joint venture to merge their U.S. operations, competing under the 
name MillerCoors. Likewise, A-B was acquired by Belgium-based InBev in a deal consummated in the fourth 
quarter of 2008. Shipments for the two entities, A-B and MillerCoors, represented more than 80 percent of the total 
U.S. market, including imports, for 2010. 

Another factor driving consolidation is the desire on the part of these larger consolidated national brewers to 
control the rising cost of the majority of the inputs to the brewing process, primarily barley, wheat and hops, and 
packaging and shipping costs. While consolidation promises to alleviate these cost pressures for the national 
brewers, the Company faces these same pressures with only limited resources available to achieve similar benefits. 

Management periodically monitors the annual working capacity of each brewery in connection with 
production, resource and capital planning. Because an industry standard for defining brewery capacity does not 
exist, there are numerous variables that can be considered in arriving at an estimate of annual working capacity. In 
its latest analysis of annual working capacity, management reviewed each facility and considered the following 
factors, among others, in estimating annual working capacity: 

•  Brewhouse capacity, fermentation capacity, and packaging capacity; 
•  A normal production year; 
•  The brand mix and associated product cycle times; and 
•  Brewing losses and packaging losses. 

As the conditions under which each brewery operates differ (including such variables as the age and 

configuration of the equipment and the local environment), the impact that these factors may have on the estimate 
of capacity also vary by brewery. The Washington Brewery is constrained by the size of its brewhouse (the 
brewery has adequate capacity to ferment and package all of the beer that can be brewed there), and the other three 
production breweries are constrained by the volume and configuration of their respective fermenters relative to the 
capacity of their respective brewhouse and packaging facilities. 

Management did not consider the impact that seasonality clearly has on its capacity analysis, but rather 
assumed that each brewery produces beer to its full working capacity throughout a 50 week year. As seasonality is 
a significant factor affecting the Company’s sales, the Company expects that the breweries’ capacity may only 
approach full capacity utilization during periods when the Company’s sales are strongest, i.e. the second and third 
quarters of any year, and there likely will be periods where the breweries’ capacity utilization will be lower. 

Management estimates the annual working capacity for its production breweries as follows: 

Production Breweries 
Oregon Brewery (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Washington Brewery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Hampshire Brewery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hawaiian Brewery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annual Working 
Capacity at 
December 31, 2010 
(In barrels) 

481,000 
236,000 
181,000 
11,000 
909,000 

Note 1 - Excludes the annual working capacity for the Rose Quarter Brewery, which is less than 1,000 barrels. 

31 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
In its latest analysis of annual working capacity, management determined that numerous production best 

practices implemented over the course of the past two years contributed to a significant increase in its total 
annual working capacity, especially at the Oregon Brewery. 

Beginning in the fourth quarter of 2010, the Company increased the rate of its capital expenditures, and 

expects this elevated rate to continue for all of 2011. A significant component of this future spending may not 
directly contribute to an increase in working capacity but rather towards improving order management and 
demand forecasting. In addition, a portion will enable the Company to fulfill consumer demand for an 
increasing variety of packages and brands. At the New Hampshire Brewery, the Company incurred $1.4 million 
and $0.9 million in capital expenditures in 2010 and 2009, respectively, for projects primarily intended to 
improve quality and increase capacity, including the installation of a chiller and a water treatment facility. 
These projects have enabled the Company to expand the brands produced at that facility, leading to an increase 
in annual working capacity. The Company anticipates that near term working capacity will continue to 
approximate 900,000 barrels due to a combination of these improvements and its estimated brand mix produced 
at its breweries. 

The Company’s capacity utilization has a significant impact on gross profit. Generally, as breweries 
operate at higher levels of capacity utilization, profitability is favorably affected as fixed and semi-variable 
operating costs, such as depreciation and production salaries, are spread over a larger base. As the Company has 
made significant investments both with its personnel and its capital, the Company has created a significant 
amount of working capacity, some of which remains unutilized. While the Company anticipates that future sales 
growth will fully absorb this amount, the Company continues to evaluate other operating configurations and 
arrangements, including contract brewing, to improve the utilization of its production breweries and recoup 
these investments. 

In addition to capacity utilization, other factors that could affect gross margin include product pricing levels 

including the extent of price promotion, sales mix between draft and bottled product sales and within the 
various bottled product packages, availability and prices of raw materials and packaging materials, and rates 
charged for freight and federal or state excise taxes. 

Brand Trends 

Widmer Brothers’ Beers. The Widmer Brothers’ brand family has been able to secure a measurable share of 

the craft beer segment created by the popular consumer response to the Hefeweizen category within the craft 
beer segment and the role that Widmer Brothers Hefeweizen has enjoyed as the pioneer and leader in this 
category. This category continues to experience positive trends nationally, but has continued to see a significant 
increase in competitive products from other craft brewers and offerings from large domestic brewers such as A-
B’s Shock Top Belgian White and MillerCoors’ Blue Moon Belgian White. Compounding the effects of the 
increased competitive landscape has been a difficult environment for the restaurant and dining industry, as a 
result of the prolonged U.S. economic recession for much of 2010. Widmer Brothers Hefeweizen is significantly 
more dependent on on-premise sales than the Company’s other brands, although the mix continues to move 
towards a more even balance each year. In an effort to keep top of mind with consumers and to shift the 
emphasis of this brand from the on-premise market, during 2009, the Company began offering Widmer Brothers 
Hefeweizen in the Western U.S. markets in a 5-liter steel mini keg. The Company believes this allows 
consumers the opportunity to enjoy the draft characteristics of this brand at home. 

The Company began selling and marketing other Widmer Brothers-branded products in the Midwest and 

Eastern United States in 2009, ramping these efforts up in these markets in 2010. These efforts rounded out the 
Widmer Brothers-brand offering in these regions, giving the consumers in these markets a true Widmer 
Brothers brand family to enjoy, especially Drop Top Amber Ale and Drifter Pale Ale (“Drifter”). The growth 
and development of both of these brands, Drifter in particular, have helped stabilize the performance of the 
overall brand family and partially offset the unfavorable trends impacting the Widmer Brothers Hefeweizen, 
These supporting brands drove the volume growth for the Widmer Brothers brand’s off-premise sales. 

32 

 
 
 
 
 
 
The success of the Brothers’ Reserve brand in 2010 demonstrated the ability of the brand family to create 

new and one-of-a-kind premium priced beers for the connoisseur and beer enthusiast segments. While the 
Company will seek to keep the Brothers’ Reserve volume limited to preserve its cachet, the Widmer Brothers 
brand family will offer a greater number of high-end and luxury brands, such as the Pitch Black India Pale Ale 
(“IPA”), and Nelson Imperial IPA in 4-pack bottles and draft in 2011 to capture the growth of these markets. 

Redhook Beers. The Redhook brand family’s volume is largely derived from Long Hammer IPA, ESB and 

the seasonal lineup. Long Hammer IPA has been able to leverage the growth of consumer demand within the 
IPA category coupled with an aggressive pricing strategy to become one of the market leaders in this category. 
As the IPA category has grown, the number of competitors entering this category has increased significantly, 
and in 2010, two larger craft brewing competitors introduced year round IPAs in bottles. This development, 
along with scores of smaller craft brewers producing both draft and bottled IPA products, has had an 
unfavorable impact on the growth rate for Long Hammer IPA. 

The Redhook brand family will also develop its most unique and one-off beers tailored to the geographic 
differences in the brand family’s footprint, with introduction of the Brewery Backyard series of brands for the 
Cataqua Public House at the New Hampshire Brewery and surrounding local markets and the Blueline series of 
brands for the Forecasters Public House at the Washington Brewery and surrounding local markets. These beers 
will be experimental in nature, and designed to appeal to the connoisseur and craft beer enthusiast communities. 
Beers produced for either brand series will be offered only for a limited time to preserve the excitement and 
exclusivity of the brands. 

The overall Redhook brand family, including Long Hammer IPA, has been most competitive in its core and 

traditional markets where the brand identity is well known; however, in markets where it has been a recent 
entrant, achieving positive sales momentum has been more difficult. The Redhook brand family will seek to 
replicate many of the strategies deployed in Redhook’s local markets to select markets that are targeted for their 
growth potential for the brand family. Combined with the packaging changes, including a redesigned bottle for 
all Redhook brand offerings, as well as cans exclusively for the Copperhook Ale brand, the Company hopes to 
reverse the recent sales declines for the Redhook brand family in 2011. 

Kona Brewing Beers. The volume growth of the Kona Brewing brand has outpaced the craft beer segment’s 
growth since its introduction to the mainland in 2004 facilitated through its relationships with WBBC and Craft 
Brands Alliance, LLC (“Craft Brands”), a sales and marketing joint venture between the Company and WBBC. 
Although early success for the Kona Brewing brand may have been due to its relative newness, benefiting from 
increased distribution into new geographic regions and trial from consumers, its performance in 2010 continued 
to be strong, becoming a top-15 brand within the craft beer segment. 

The Company identifies Longboard Island Lager as the brand family’s flagship, creating a direct 
connection to Hawaii with consumers. The brand family has a clear identity, marketed as “Always Aloha”, 
which creates a strong message easily understood by consumers. The beer is of high quality and often made 
with ingredients from Hawaii, making it popular with wholesalers, retailers and consumers. 

As a relatively new brand in the U.S. mainland, Kona-branded beers are distributed in fewer markets than 

the other two brand families, which both offer some, if not all of their brands in 48 states. Management believes 
that the Kona Brewing brands will continue to experience significant near-term organic growth in addition to 
volume growth generated by continued geographic expansion of the brand into the Eastern United States. The 
Company believes that the Kona Brewing brand will benefit from the KBC Merger by creating favorable selling 
opportunities in a greater number of lucrative markets, supported by the Company’s financial, marketing, 
selling and operational resources to further expand consumer demand for the brand. 

For additional information about risks and uncertainties facing the Company, see “Part 1, Item 1A. Risk 

Factors”.  

33 

 
 
 
 
 
 
 
 
Results of Operations  

The following table sets forth, for the periods indicated, certain items from the Company’s Consolidated 

Statements of Income expressed as a percentage of net sales:  

Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Less excise taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . .  
Merger-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income from equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Interest and other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income tax provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

Year Ended  
December 31, 

2010 

2009 

106.9% 
6.9 
100.0 
74.5 
25.5 
22.7 
0.4 
2.4 
0.6 
(1.1) 
0.2 
2.1 
0.8 
1.3% 

106.9%
6.9 
100.0 
77.9 
22.1 
20.0 
0.2 
1.9 
0.4 
(1.7) 
0.3 
0.9 
0.2 
0.7%

Non-GAAP Financial Measures  
Since June 2008, the Company has maintained a loan agreement (as amended, the “Loan Agreement”) with 

Bank of America, N.A. (“BofA”), which is presently comprised of a $22.0 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 $13.5 million term loan (“Term Loan”). The Loan Agreement was most recently amended 
effective September 30, 2010 (the “Third Amendment”), primarily to accommodate the KBC Merger. The 
Company’s Loan Agreement subjects the Company to a financial covenant based on earnings before interest, 
taxes, depreciation and amortization (“EBITDA”). See “Liquidity and Capital Resources.” EBITDA is defined 
per the Loan Agreement and requires additional adjustments, among other items, to (a) exclude merger-related 
expenses, subject to limitations, (b) adjust losses (gains) on sale or disposal of assets, (c) exclude certain other 
non-cash income and expense items and (d) adjust for certain items that are specifically identified in either the 
Loan Agreement or the Third Amendment. The financial covenants under the Loan Agreement are measured on 
a trailing four-quarter basis, and the Company generated EBITDA as defined of $13.5 million for the trailing 
four quarters ended December 31, 2010. As of December 31, 2010, the Company was required to maintain a 
ratio of funded debt to EBITDA, as defined, less than or equal to 3.0 to 1. The Company was in compliance 
with all contractual financial covenants, including the ratio of funded debt to EBITDA, as of December 31, 
2010. The following table reconciles net income to EBITDA per the modified loan agreement for this period:  

For the Trailing Four  
Quarters Ended  
December 31, 2010 
(In thousands) 

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger-related expenses, to extent allowable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior period EBITDA generated by acquired subsidiary, to extent allowable. . .
Other non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA per the Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  $

  $

1,686 
1,497 
1,100 
6,494 
550 
450 
1,567 
111 
13,455 

34 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2010 Compared with Year Ended December 31, 2009  

The following table sets forth, for the periods indicated, a comparison of certain items from the Company’s 

Consolidated Statements of Income:  

  Year Ended December 31,

2010

2009
(Dollars in thousands) 

Increase /  
(Decrease) 

  % Change

Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less excise taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses. . . . . .
Merger-related expenses . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity investments . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other income, net . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 140,852 
9,121 
  131,731 
98,064 
33,667 
29,938 
559 
3,170 
842 
(1,497) 
271 
2,786 
1,100 
1,686 

$

$ 133,308 
8,595 
  124,713 
97,230 
27,483 
24,911 
225 
2,347 
552 
(2,139) 
313 
1,073 
186 
887 

$

$

$

7,544 
526 
7,018 
834 
6,184 
5,027 
334 
823 
290 
(642) 
(42) 
1,713 
914 
799 

5.7%
6.1 
5.6 
0.9 
22.5 
20.2 
148.4 
35.1 
52.5 
(30.0) 
(13.4) 
159.6 
N/M 
90.1%

N/M - Not Meaningful  

The following table sets forth, for the periods indicated, a comparison of sales revenues within the specified 

categories:  

  Year Ended December 31,

2010

2009
(Dollar in thousands) 

Increase / 
(Decrease) 

%  
Change

Sales Revenues by Category 
A-B and A-B related (1) . . . . . . . . . . . . . . . . . . . . . . . . .
Contract brewing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternating proprietorship. . . . . . . . . . . . . . . . . . . . . . .
Pubs and other (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Sales  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 114,296 
2,543 
9,846 
14,167 
$ 140,852 

$ 110,840 
431 
10,744 
11,293 
$ 133,308 

$

$

3,456  
2,112  
(898 ) 
2,874  
7,544  

3.1%

N/M 
(8.4) 
25.4 

5.7%

Note 1 - A-B related revenues include fees earned on wholesaler or distibutor sales made via a non-wholesaler.  
Note 2 - Other revenues include international sales, sales of promotional merchandise and other.  

N/M - Not Meaningful  

Gross Sales. Total sales revenues increased 5.7% to $140.9 million for the year ended December 31, 2010 

from $133.3 million for the same period in 2009. The primary factors contributing to the increase in the sales 
revenues for the year ended December 31, 2010 was an increase in sales to A-B and A-B related revenues, an 
increase in contract brewing revenues, and the effects of the KBC Merger, which included the sales generated 
by the acquired restaurants and pubs on the Hawaiian Islands during the fourth quarter of 2010 partially offset 
by the elimination of alternating proprietorship fees for the fourth quarter of 2010.  

35 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales to A-B and A-B related increased due to the net selling price for the Company’s products sold 
through A-B, a slight increase in the shipments to A-B of 1,700 barrels or 0.3% from shipments of 573,200 
barrels in 2009 to 574,900 barrels in 2010, and a reduction in the fees paid to A-B associated with the 
amendment to the A-B Distribution Agreement. The Company experienced a net price increase for both the 
Company’s draft and bottled products. This pricing increase was primarily due to increased prices at the 
wholesaler levels, package mix, and a greater percentage of higher priced brands sold during the year ended 
December 31, 2010 as compared with the corresponding period a year ago. The rate of change in depletions for 
the year ended December 31, 2010 increased at a 1.6% rate from the prior period a year ago, reflecting the 
increase in demand for Kona-branded products.  

The increase in contract revenues of $2.1 million was primarily due to a full year of contract brewing for 
2010 as compared with a little more than a quarter’s activity for 2009 under the Company’s contract brewing 
arrangement with a third party.  

Revenues from pub and other sales increased by $2.9 million for 2010 primarily due to the contribution in 

the fourth quarter of 2010 of the restaurant and pub operations acquired in the KBC Merger. The contribution of 
the KBC restaurants and pubs was only in the 2010 period.  

The above factors were partially offset by a decrease in alternating proprietorship fees of $898,000 earned 
from Kona for leasing the Oregon Brewery and sales of raw materials for the year ended December 31, 2010 as 
compared with the corresponding period in 2009. The decrease in fees was primarily due to the effect of the 
KBC Merger, as no alternating proprietorship fees were recognized in the fourth quarter of 2010 as the activities 
of the Company, KBC and Kona are consolidated after the effective date, while a full year of the corresponding 
activities were recorded in 2009.  

Shipments – Customer. The following table sets forth a comparison of shipments by customer for the 

periods indicated:  

Year Ended December 31, 

2010 - Shipments 

2009 - Shipments 

  Draft 

  Bottle 

Total 
(Shipments in barrels) 

Draft 

  Bottle 

Total 

Increase / 
(Decrease) 

% 
Change  

A-B . . . . . . . . . . . . . .    
Contract brewing . . . .    
Pubs and other (1) . . .    
Total shipped . . . . . . .    

  219,400 
23,100 
7,700 
  250,200 

  355,500 
— 
2,100 
  357,600 

574,900 
23,100 
9,800 
607,800 

229,100 
5,000 
7,400 
241,500 

  344,100 
— 
1,900 
  346,000 

573,200 
5,000 
9,300 
587,500 

1,700 
18,100 
500 
20,300 

0.3%

N/M 
5.4 
3.5%

Note 1 - Other includes international, non-wholesalers, pubs and other  

N/M - Not Meaningful  

Total Company shipments increased 3.5% to 607,800 barrels in 2010 as compared with 587,500 barrels in 
2009, primarily driven by contract brewing for a full year of shipments in 2010 as compared with a little more 
than a quarter for the year ended December 31, 2009, and the increase in shipments to A-B for the 2010 period.  

Pricing and Fees. Average revenue per barrel on shipments of beer excluding contract brewing for 2010 
was 2.8% higher than average revenue per barrel for 2009. During 2010 and 2009, the Company sold 94.6% 
and 97.6%, respectively, of its beer through A-B at wholesale pricing levels throughout the United States.  

36 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management believes that most, if not all, craft brewers are evaluating their pricing strategies in the face of 
the current economic environment and competitive landscape which is partially countered by an increased cost 
structure due to the costs of raw materials. Pricing changes implemented by the Company have generally 
followed pricing changes initiated by large domestic or import brewing companies. While the Company has 
implemented modest price increases during the past few years, some of the benefit has been offset by 
competitive promotions and discounting. The Company expects that product pricing will continue to 
demonstrate modest increases in the near term as tempered by the unfavorable economic climate, with the 
Company’s pricing expected to follow the general trend in the industry.  

In connection with all sales through the A-B Distribution Agreement, the Company pays a Margin fee to  

A-B (“Margin”). The Margin does not apply to sales under the Company’s contract brewing arrangement or 
from its retail operations and dock sales. The A-B Distribution Agreement also provides for payment of 
Additional Margin for shipments that exceed a specified level (together with Margin, “Total Margin”). For the 
year ended December 31, 2010 and 2009, the Company recognized expense of $5.6 million and $5.8 million, 
respectively, related to Total Margin associated with sales to A-B. These fees are reflected as a reduction of 
sales in the Company’s consolidated statements of income. On August 12, 2010, the Company entered into an 
amendment to the A-B Distribution Agreement that exempts certain product sales from Total Margin effective 
as of the fourth quarter of 2010. The Company estimates that, if the amendment had been in place for the entire 
2010 fiscal year, sales revenues for the year would have been approximately $1.2 million more than the net 
sales that were recognized for 2010 due to lower fees paid to A-B for Total Margin. This estimate is exclusive 
of any effect of the pending sale of FSB. The Company expects the gross margin to increase in periods in which 
sales revenues are anticipated to be higher due to the effect of the lower fees paid to A-B; however, the 
Company is required to reinvest all of the savings resulting from this amendment into the development, 
marketing and support of its brands, fully offsetting any anticipated improvement in gross margin due to this 
amendment.  

As of December 31, 2010, the net amount due from A-B under all Company agreements with A-B totaled 
$3.9 million. In connection with the sale of beer pursuant to the A-B Distribution Agreement, the Company’s 
accounts receivable reflect significant balances due from A-B, and the refundable deposits and accrued 
expenses reflect significant balances due to A-B. Although the Company considers these balances to be due to 
or from A-B, the final destination of the Company’s products is an A-B wholesaler and payments by the 
wholesaler are settled through A-B. The Company purchases packaging, other materials and services under 
separate arrangements; balances due to A-B under these arrangements are reflected in accounts payable and 
accrued expenses. These amounts are also included in the net amount presented above.  

Shipments – Brand. The following table sets forth a comparison of shipments by brand for the periods 

indicated:  

Year Ended December 31,

2010 - Shipments

2009 - Shipments

  Draft 

  Bottle

  Total

  Draft

  Bottle

  Total

(Shipments in barrels) 

Increase / 
(Decrease) 

% 
Change

Widmer Brothers brand . . . . .   
Redhook brand . . . . . . . . . . .   
Kona Brewing brand . . . . . . .   
Total shipped (1) . . . . . . . . . . .   

  133,700 
  46,700 
  46,700 
  227,100 

  143,500 
  127,400 
  86,700 
  357,600 

  277,200 
  174,100 
  133,400 
  584,700 

  144,600 
  50,100 
  41,800 
  236,500 

  141,100 
  133,500 
  71,400 
  346,000 

  285,700  
  183,600  
  113,200  
  582,500  

(8,500) 
(9,500) 
20,200 
2,200 

(3.0)%
(5.2) 
17.8 
0.4% 

Note 1 - Total shipments by brand exclude shipments produced under the Company’s contract brewing arrangement.  

37 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
During the year ended December 31, 2010, 73.2% of Redhook-branded shipments were shipments of 
bottled beer as compared with 72.7% in the year ended December 31, 2009. Although the sales mix of Kona-
branded beer is also weighted toward bottled product, it is somewhat less than Redhook-branded beer as 65.0% 
and 63.1% of Kona-branded shipments was bottled beer for the corresponding periods. The sales mix of 
Widmer Brothers-branded products contrasts significantly from that of these two brands with 51.8% and 49.4% 
of Widmer Brothers-branded products being bottled beer in 2010 and 2009, respectively. Although the average 
revenue per barrel for sales of bottled beer is typically significantly higher than that of draft beer, the cost per 
barrel is also higher, resulting in a gross margin that is approximately 10% less than that of draft beer sales.  

Excise Taxes. Excise taxes for the year ended December 31, 2010 increased $526,000, or 6.1%, primarily 
due to an increase of total shipments during the year as compared with the corresponding period of 2009, and 
was also affected by an increase in the marginal tax rate for beer produced in Washington state, which became 
effective at the mid-year of 2010. Excise tax expense recognized for the year ended December 31, 2010 was 
also affected by the KBC Merger as the combined companies are only eligible for a single exemption as a result 
of the merger.  

Cost of Sales. Cost of sales increased 0.9% to $98.1 million for the year ended December 31, 2010 from 

$97.2 million in the same period of 2009 which was primarily due to the increase in shipments for the 2010 
fiscal year as compared with the corresponding period a year ago. In addition, the Company incurred costs in 
the second and third quarters of 2010, including shipping and related logistics, associated with a significant 
quantity of beer brewed at one of the Company’s breweries that did not meet the Company’s exacting quality 
standards, causing the Company to dispose of in-process and finished draft and packaged beer. Factors that 
partially offset these increases were decreases in certain core production inputs, raw materials and packaging 
materials, and cooperage costs. On a per barrel basis, cost of sales for the year ended December 31, 2010 
decreased by $4.16 or 2.5% from $165.50 per barrel for 2009 to $161.34 per barrel for 2010 and as a percentage 
of net sales to 74.5% from 77.9% primarily due to lower raw material, packaging, energy, and cooperage costs 
and the net price increase for the Company’s products during the year ended December 31, 2010 as compared 
with the corresponding period of 2009.  

Inventories acquired pursuant to the WBBC Merger were recorded at their estimated fair values as of July 
1, 2008, resulting in an increase (the “Step Up Adjustment”) over the cost at which these inventories were stated 
on the June 30, 2008 WBBC balance sheet. The July 1, 2008 Step Up Adjustment totaled approximately $1.0 
million for raw materials acquired and $118,000 for work in process and finished goods acquired. During the 
year ended December 31, 2010 and 2009, approximately $238,000 and $474,000, respectively, of the Step Up 
Adjustment was amortized to cost of sales in connection with normal production and sales. Substantially all 
such costs associated with the Step Up Adjustment have been recognized as of December 31, 2010, and only an 
immaterial amount of the Step Up Adjustment remains to be recognized in future periods.  

The Company’s cost saving initiatives, which were implemented throughout 2009, contributed to the 
decrease in costs associated with raw materials, packaging, energy and cooperage costs as the Company has 
sought to aggressively manage its logistics and capture production efficiencies from improved resource 
rationalization. The Company’s brewing and production initiatives have contributed to an increase in capacity 
in excess of the anticipated near term demand for the Company’s products. Based upon the Company’s average 
working capacity of 916,300 barrels and 863,000 barrels for 2010 and 2009, respectively, the utilization rate 
was 66.3% and 68.1%, respectively. Capacity utilization rates are calculated by dividing the Company’s total 
shipments by the average working capacity. See “Overview” for discussion of the Company’s methodology in 
calculating annual working capacity. The capacity utilization for the 2010 period has lagged the 2009 period 
due to the increases in working capacity caused by the production best practices implemented beginning with 
the third quarter of 2008 through the end of 2010. While the Company has a certain amount of unused working 
capacity, the Company anticipates that future sales growth will fully absorb this amount, and the short-term gap 
between the two will be filled by contract brewing to improve the utilization of its production breweries at a 
faster rate. To this end, during the third quarter of 2009, the Company executed a contract brewing arrangement 
under which the Company will produce beer in volumes and per specifications as designated by a third party. 
The Company anticipates that the volume of this contract may approach 35,000 barrels in 2011, although the 

38 

 
 
 
 
 
third party may designate greater or lesser quantities per the terms of the contract. During the fourth quarter of 
2010, the Company executed a three-year contract brewing arrangement with FSB under which the Company 
will produce beer in volumes and per specifications as designated by FSB. The Company anticipates that the 
volume of this contract may approximate 25,000 to 30,000 barrels per year, with shipments under this 
arrangement beginning in the first quarter of 2011.  

Prior to the effective date of the KBC Merger, cost of sales for 2010 and for all of 2009 included costs 

associated with two distinct Kona revenue streams: (i) direct and indirect costs related to the alternating 
proprietorship arrangements with Kona and (ii) the cost paid to Kona for the Kona-branded finished goods that 
are marketed and sold by the Company to wholesalers through the A-B Distribution Agreement. After the 
effective date, the Company also discontinued recognizing the costs related to these activities as they pertain to 
Kona, and will not recognize these costs associated with Kona in future periods.  

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses 

for the year ended December 31, 2010 increased by $5.0 million, or 20.2% to $29.9 million from $24.9 million 
for the same period in 2009 and as a percentage of net sales to 22.7% from 20.0% due primarily to an increase 
in direct costs associated with sales and marketing activities, and costs associated with the Kona operations for 
the quarter ended December 31, 2010. The Company also experienced an increase in other SG&A costs for the 
year ended December 31, 2010, particularly associated with computer software, consulting and professional 
fees, incentive compensation costs, and travel and related expenses as compared with the corresponding period 
in 2009.  

The Company incurs costs for the promotion of its products through a variety of advertising programs with 

its wholesalers and downstream retailers. These costs are included in SG&A expenses and 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 SG&A expenses in the Company’s consolidated statements 
of income. Reimbursements for pricing discounts to wholesalers are recorded as a reduction to sales. The 
wholesalers’ contribution toward these activities was an immaterial percentage of net sales for the years ended 
December 31, 2010 and 2009. Depending on the industry and market conditions, the Company may adjust its 
advertising and promotional efforts in a wholesaler’s market if a change occurs in a cost-sharing arrangement. 
The timing of these efforts may also be adjusted due to opportunities available to the Company over the course 
of the fiscal year; however, the Company anticipates that its expenditures associated with its sales and 
marketing efforts for most periods in 2011, and especially in the first half of the year, will be significantly 
greater than its expenditures for SG&A in the corresponding periods of 2010.  

Merger-related Expenses. Merger-related expenses for the year ended December 31, 2010 increased 
$334,000, to $559,000 for 2010 from expenses of $225,000 for 2009, which is primarily due to the 2009 period 
reflecting severance expenses associated with the 2008 merger with WBBC, while the 2010 period reflects the 
activities associated with the KBC Merger, including legal, consulting, accounting and other professional fees, 
and severance costs, which was completed on October 1, 2010.  

The Company estimates that the remaining merger-related severance benefits associated with the WBBC 

Merger totaling approximately $143,000 will be paid during the first six months of 2011. Additionally, the 
Company estimates that merger-related severance benefits associated with the KBC Merger totaling $139,000 
will be paid during the first six months of 2011 to all affected Kona employees. The Company has recognized 
all costs associated with its merger-related severance benefits, including these, in accordance with ASC 420, 
Exit or Disposal Cost Obligations. The Company recognized severance costs of approximately $150,000 and 
$225,000 as a merger-related expense in the Company’s consolidated statements of income for the years ended 
December 31, 2010 and 2009, respectively. The Company anticipates that substantially all such costs have been 
recognized as of the end of the 2010 period and does not expect to recognize significant additional costs 
associated with either of these mergers in future periods.  

39 

 
 
 
 
 
 
Income from Equity Investments. For the years ended December 31, 2010 and 2009, the Company’s share 
of FSB’s net income totaled $696,000 and $441,000, respectively. For the years ended December 31, 2010 and 
2009, the Company’s share of Kona’s net income totaled $146,000 and $111,000, respectively; however, as of 
October 1, 2010, with the execution of the KBC Merger, the Company discontinued recognizing earnings on an 
equity basis for Kona, and will not recognize equity earnings associated with Kona in future periods.  

Interest Expense. Interest expense decreased $642,000 to $1.5 million in 2010 from $2.1 million in 2009 
due to a lower level of debt outstanding on average during the current period and a lower average interest rate 
on borrowings under the credit agreement. To support its capital project and working capital requirements for 
2009, the Company maintained average outstanding debt for the year ended December 31, 2009 at $31.6 
million. The Company has been able to pay down its outstanding borrowings such that its average outstanding 
debt was $24.2 million for the year ended December 31, 2010. The lower average interest rate was primarily 
due to the Company’s improved financial results and an associated decrease in its funded debt, and the effects 
of favorable modifications to its primary borrowing arrangement granted by BofA in the second and third 
quarters of 2010.  

Interest and Other Income, net. Interest and other income, net decreased by $42,000 to $271,000 for 2010 

from $313,000 for the same period of 2009, primarily attributable to a reduction in interest income and other 
income, both occurring during the year ended December 31, 2010 as compared with 2009, partially offset by the 
gain on the elimination of the Kona equity interest at its fair value as compared to its recorded value as of the 
effective date. The reduction in interest income recorded for 2010 was primarily due to the expiration of the 
Company’s interest rate swap agreement in the fouth quarter of 2010 as compared with a full year of activity for 
2009.  

Income Taxes. The Company’s provision for income taxes was $1.1 million for the year ended December 

31, 2010 compared with $186,000 for the corresponding period a year ago. The income tax provision for the 
year ended December 31, 2010 varies from the statutory tax rate due largely to the impact of the Company’s 
non-deductible expenses, primarily meals and entertainment and merger-related expenses, partially offset by the 
full release of the $100,000 valuation allowance established for certain of the Company’s deferred taxes and the 
generation of tax credits. The income tax provision for the year ended December 31, 2009 varies from the 
statutory tax rate primarily due to the reversal of $900,000 of the $1.0 million valuation allowance, based on the 
Company’s assessment that it was more likely than not that certain deferred tax assets would be realized. The 
Company’s assessment was based upon the future reversal of existing temporary differences, primarily 
depreciation and amortization, and the fiscal year 2009 results, among others. This favorable effect was partially 
offset by the impact of the Company’s non-deductible expenses, a shift in the destination of the Company’s 
shipments resulting in a greater apportionment of earnings and related deferred tax liabilities to states with 
higher statutory tax rates than in prior periods, and the then expected settlement with the Internal Revenue 
Service (“IRS”) regarding its examination of the income tax returns for 2007 and 2008 filed by WBBC and 
related adjustments to deferred tax accounts recorded in the WBBC Merger. See “– Critical Accounting Policies 
and Estimates” for further discussion related to the Company’s income tax provision and NOL carryforward 
position as of December 31, 2010.  

40 

 
 
 
 
Liquidity and Capital Resources  

The Company has required capital primarily for the construction and development of its production 
breweries, to support its expansion and growth plans as they have occurred, and to fund its working capital 
needs. Historically, the Company has financed its capital requirements through cash flow from operations, bank 
borrowings and the sale of common and preferred stock. The Company anticipates meeting its anticipated 
obligations in 2011 through a combination of short-term bank borrowing and cash flows from operations. The 
capital resources available to the Company under its loan agreement and capital lease obligations are discussed 
in further detail in Item 8, Notes to Consolidated Financial Statements. See Note 8 for further discussion 
regarding the Company’s debt obligations at December 31, 2010.  

The Company had $164,000 and $11,000 of cash and cash equivalents at December 31, 2010 and 2009, 
respectively. At December 31, 2010, the Company had a working capital deficit totaling $4.4 million, reflecting 
a $1.9 million increase to the deficit as compared with the Company’s working capital position at December 31, 
2009. However, the Company’s debt as a percentage of total capitalization (total debt and common 
stockholders’ equity) improved for the year, from 24.5% at December 31, 2009 to 22.4% at December 31, 2010. 
Similarly, cash provided by operating activities was $10.8 million for the year ended December 31, 2010 as 
compared with $9.0 million for the year ended December 31, 2009.  

Capital expenditures for the year ended December 31, 2010 and 2009 were $4.7 million and $2.3 million, 

respectively. Major projects in 2010 included $1.4 million at the New Hampshire Brewery, including quality 
systems, installation of additional fermenters and water treatment systems; $1.2 million at the Washington 
Brewery, including tenant improvements at the facility and projects to increase brand and packaging variety; 
and $0.8 million for planning and design costs associated with a Company-wide demand planning and order 
management system. Major projects in 2009 included nearly $1.1 million expended for projects at the Oregon 
Brewery, including the installation of four 250-barrel bright tanks, and nearly $800,000 expended for projects at 
the New Hampshire Brewery, including the installation of a chiller and projects designed to expand the brands 
produced at that facility. The Company expects that it will be able to generate sufficient liquidity in 2011 to 
fund its capital expenditures at the necessary levels.  

As of December 31, 2010, the Company’s available liquidity was $15.4 million, comprised of accessible 

cash and cash equivalents and further borrowing capacity. The Company anticipates increased short-term 
borrowing due to the effect of the Company’s planned capital expenditures as discussed below, and also due to 
first quarter shipment levels typically being lower than the other quarters. The Company anticipates that it will 
be able to generate sufficient liquidity for the 2011 fiscal year between its operating cash flows and its available 
borrowing capacity to fund its capital expenditures at the necessary levels, including those associated with Kona 
and certain new projects identified by the Company. The Company has identified opportunities for certain of its 
brewing and other production areas, primarily associated with the new contract brewing arrangement with FSB, 
its quality assurance and information technology equipment, and to enhance and target its brand offerings. The 
Company will be required to make significant near-term capital expenditures to secure these opportunities. 
Certain of these expenditures began in the 2010 fourth quarter and are expected to continue throughout a 
majority of the 2011 fiscal year, during which the Company expects to spend a total of approximately $6 
million for these capital projects.  

41 

 
 
 
 
Since June 2008, the Company has maintained a loan agreement (as amended, the “Loan Agreement”) with 

BofA, which is presently comprised of a $22.0 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 $13.5 million 
term loan (“Term Loan”). The Company may draw upon the Line of Credit for working capital and general 
corporate purposes. At December 31, 2010, the Company had $7.5 million outstanding under the Line of Credit.  

Under the Loan Agreement, the Company may select either the London Inter-Bank Offered Rate 

(“LIBOR”) or the Inter-Bank Offered Rate (“IBOR”) (each, a “Benchmark Rate”) as the basis for calculating 
interest on the outstanding principal balance of the Line of Credit. Interest accrues at an annual rate equal to the 
Benchmark Rate plus a marginal rate. The Company may select different Benchmark Rates for different 
tranches of its borrowings under the Line of Credit. The marginal rate varies from 1.00% to 2.25% based on the 
ratio of the Company’s funded debt to earnings before interest, taxes, depreciation and amortization 
(“EBITDA”), as defined (“funded debt ratio”). LIBOR rates may be selected for one, two, three, or six month 
periods, and IBOR rates may be selected for no shorter than 14 days and no longer than six months. Accrued 
interest for the Line of Credit is due and payable monthly. At December 31, 2010, the weighted-average interest 
rate for the borrowings outstanding under the Line of Credit was 1.25%.  

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 the Company’s 
funded debt ratio. At December 31, 2010, the quarterly fee was 0.15%. 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 1.00% to 2.00%.  

Trend  
During the year ended December 31, 2010, the Company has experienced a $1.9 million reduction in 

working capital, due in large part to the Company’s expenditures of $6.2 million for the KBC Merger, $4.7 
million for property, plant and equipment and $2.0 million in debt and interest payments for the year, partially 
offset by generation of $8.9 million in earnings adjusted for non-cash items. Offsetting the amounts paid for 
debt service for 2010 is $1.1 million in net borrowings under the revolving line of credit, which the Company 
may borrow against as its working capital requirements dictate.  

Certain Considerations: Issues and Uncertainties  

The Company does not provide forecasts of future financial performance or sales volumes, although this 
Annual Report contains certain other types of forward-looking statements that involve risks and uncertainties. 
The Company may, in discussions of its future plans, objectives and expected performance in periodic reports 
filed by the Company with the Securities and Exchange Commission (or documents incorporated by reference 
therein) and in written and oral presentations made by the Company, include forward-looking statements within 
the meaning of Section 27A of the Securities Act of 1933, as amended, or Section 21E of the Securities 
Exchange Act of 1934, as amended. Such forward-looking statements are based on assumptions that the 
Company believes are reasonable, but are by their nature inherently uncertain. In all cases, there can be no 
assurance that such assumptions will prove correct or that projected events will occur. Actual results could 
differ materially from those projected depending on a variety of factors, including, but not limited to, the 
successful execution of market development and other plans, the availability of financing and the issues 
discussed in “Part I, Item 1A. Risk Factors” above. In the event of a negative outcome of any one of these 
factors, the trading price of the Company’s common stock could decline and an investment in the Company’s 
common stock could be impaired.  

42 

 
 
 
 
 
Critical Accounting Policies and Estimates  

The Company’s consolidated financial statements are based upon the selection and application of 

significant accounting policies that require management to make significant estimates and assumptions. 
Management believes that the following are some of the more critical judgment areas in the application of the 
Company’s accounting policies that currently affect its financial condition and results of operations. Judgments 
and uncertainties affecting the application of these policies may result in materially different amounts being 
reported under different conditions or using different assumptions.  

Equity Investments. In accordance with ASC 323, the Company accounts for its investment in FSB under 

the equity method of accounting. The Company owns a 42 percent interest in FSB, which has afforded the 
Company significant influence, but not control, over FSB. Due to the timing of the receipt of FSB’s financial 
statements, the Company accounts for its share of net earnings of FSB on a one-month lag. The Company 
recorded the fair value of the investment as its carrying value at acquisition. The difference between the 
carrying value of the equity investment and the Company’s amount of underlying equity in the net assets of the 
investee is considered equity method goodwill, which is not amortized.  

Goodwill, other intangible assets and long-lived assets. In accordance with ASC Topic 350, Intangibles – 
Goodwill and Other (“ASC 350”), the Company’s intangible assets with indefinite lives that are not subject to 
amortization, including goodwill, trade names and trademarks, are reviewed annually for impairment, or more 
often, if events or changes in circumstances indicate that the Company’s reporting unit carrying value may 
exceed its fair value. Management has determined the Company consists of a single reporting unit and uses a 
combination of valuation methods, market capitalization and income approach, to estimate the fair value of the 
reporting unit. If the carrying value of goodwill exceeds the implied fair value, an impairment charge to current 
earnings is recorded to reduce the carrying value to the implied estimated fair value. As a result of the KBC 
Merger, the Company recognized a goodwill asset in the fourth quarter of 2010, and conducted the annual 
goodwill impairment test as of December 31, 2010.  

The Company’s impairment loss calculations contain uncertainties because they require management to 
make assumptions and to apply judgment to estimate the fair value of the reporting unit, including estimating 
future cash flows, and if necessary, the fair value of the Company’s assets and liabilities. Further, the 
Company’s ability to realize the future cash flows used in management’s fair value calculations is affected by 
factors such as changes in economic conditions, changes in the Company’s operating performance, changes 
in management’s business strategies, and growth of the overall market for craft beer. As the Company 
periodically reassesses its fair value calculations, including estimated future cash flows, changes in 
management’s estimates and assumptions may cause the Company to realize material impairment charges in 
the future.  

The Company evaluates potential impairment of its long-lived assets, including its distributor agreements, 

non-compete agreements and other intangible assets subject to amortization, in accordance with ASC 360-10-
35-15, Property, Plant, and Equipment – Overall – Subsequent Measurement – Impairment or Disposal of 
Long-Lived Assets. When facts and circumstances indicate that the carrying values of long-lived assets may be 
impaired, an evaluation of recoverability is performed by comparing the carrying value of the assets to 
projected future undiscounted cash flows in addition to other quantitative and qualitative analyses. Upon 
indication that the carrying value of such assets may not be recoverable, the Company recognizes an 
impairment loss by a charge against current operations. The Company did not identify indicators of impairment 
during the periods presented.  

Refundable Deposits on Kegs. The Company distributes its draft beer in kegs that are owned by the 
Company as well as in kegs that have been leased from third parties. Kegs that are owned by the Company are 
reflected in the Company’s balance sheets at cost and are depreciated over the estimated useful life of the keg. 
When draft beer is shipped to the wholesaler, regardless of whether the keg is owned or leased, the Company 
collects a refundable deposit, reflected as a current liability in the Company’s balance sheets. Upon return of the 
keg to the Company, the deposit is refunded to the wholesaler. When a wholesaler cannot account for some of 
the Company’s kegs for which it is responsible, the wholesaler pays the Company, for each keg determined to 

43 

 
 
 
 
 
 
be lost, a fixed fee and also forfeits the deposit. For the years ended December 31, 2010 and 2009, the Company 
reduced its brewery equipment by $364,000 and $259,000, respectively, comprised of lost keg fees and 
forfeited deposits.  

The Company has experienced some loss of kegs and anticipates 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. The Company believes that this is an industry-wide problem and the Company’s loss 
experience is typical of the industry. In order to estimate forfeited deposits attributable to lost kegs, the 
Company periodically uses 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. For the years ended December 31, 2010 and 2009, 
the Company recognized adjustments to its estimates for the refundable deposit liability and brewery 
equipment. The Company decreased its estimate for the refundable deposit liability and brewery equipment line 
items by $28,000 during the year ended December 31, 2010. The Company increased its estimate for the 
corresponding line items by $581,000 during the year ended December 31, 2009. As of December 31, 2010 and 
2009, the Company’s balance sheets include $6.0 million and $5.9 million, respectively, in refundable deposits 
on kegs and $4.1 million and $4.7 million, respectively, in keg equipment, net of accumulated depreciation.  

Revenue Recognition. The Company recognizes revenue from product sales, net of excise taxes, discounts 
and certain fees the Company 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.  

Prior to the effective date of the KBC Merger, the Company also earned revenue in connection with two 

operating agreements with Kona — an alternating proprietorship agreement and a distribution agreement. 
Pursuant to the alternating proprietorship agreement, Kona produced a portion of its malt beverages at the 
Company’s brewery in Portland, Oregon. The Company received a facility fee from Kona based on the barrels 
brewed and packaged at the Company’s brewery. Fees were also recognized as revenue upon completion of the 
brewing process and packaging of the product. In connection with the alternating proprietorship agreement, the 
Company also sold certain raw materials to Kona for use in brewing. Revenue was recognized when the raw 
materials were removed from the Company’s stock. Under the distribution agreement, the Company purchased 
Kona-branded product from Kona, whether manufactured at Kona’s Hawaii brewery or the Company’s 
brewery, then sold and distributed the product. Under this arrangement, the Company recognized revenue when 
the product was delivered to A-B or the wholesaler.  

After the effective date of the KBC Merger, as the Company consolidates the activities of Kona, any such 

intercompany activities are eliminated, including the revenues and costs associated with the alternating 
proprietorship agreement and the distribution agreement.  

The Company recognizes revenue on retail sales at the time of sale. The Company recognizes revenue from 

events at the time of the event.  

Income Taxes. The Company records federal and state income taxes in accordance with ASC 740, Income 
Taxes. Deferred income taxes or tax benefits reflect the tax effect of temporary differences between the amounts 
of assets and liabilities for financial reporting purposes and amounts as measured for tax purposes as well as for 
tax NOL and credit carryforwards.  

44 

 
 
 
 
 
 
 
As of December 31, 2010, the Company’s deferred tax assets were primarily comprised of federal NOL 
carryforwards of $23.5 million, or $8.0 million tax-effected; state NOL carryforwards of $211,000 tax-effected; 
and federal and state alternative minimum tax credit carryforwards of $452,000 tax-effected. Among other 
factors, in assessing the realizability of its deferred tax assets, the Company considered future taxable income 
generated by the projected differences between financial statement depreciation and tax depreciation, 
cumulative earnings generated to date and other evidence available to the Company. Based upon this 
consideration, the Company assessed that all of its deferred taxes are more likely than not to be realized, and as 
such, has not recorded a valuation allowance as of December 31, 2010. During 2010, the Company released in 
its entirety the valuation allowance of $100,000 that it had maintained as of December 31, 2009 based upon its 
evalution of the realizability of the deferred tax assets as of the corresponding date. During 2009, the Company 
released $900,000 of the valuation allowance that it had maintained as of December 31, 2008, based on the 
Company’s assessment that it was more likely than not that certain deferred tax assets would be realized. The 
Company’s assessment was based upon the future reversal of existing temporary differences, primarily 
depreciation and amortization, and the fiscal year 2009 results, among others. In both periods, the Company 
credited the corresponsing release of the valuation allowance to the tax provision.  

To the extent that the Company is unable to generate adequate taxable income in future periods, the 

Company may be required to record an additional valuation allowance to provide for potentially expiring NOLs 
or other deferred tax assets for which a valuation allowance has not been previously recorded. Any such 
increase would generally be charged to earnings in the period of change.  

Recent Accounting Pronouncements  

See Item 8, Notes to Consolidated Financial Statements, Note 2 “– Recent Accounting Pronouncements” for 
further discussion regarding the recent changes to the ASC and the impact of those changes on the Company’s 
financial statements.  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk  

The Company has assessed its 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, the 
Company entered into a five-year interest rate swap agreement to hedge the variability of interest payments 
associated with its variable-rate borrowings. Through this swap agreement, the Company pays interest at a fixed 
rate of 4.48% and receives interest at a floating-rate of the one-month LIBOR. Since the interest rate swap 
hedges the variability of interest payments on variable rate debt with similar terms, it qualifies for cash flow 
hedge accounting treatment under ASC 815.  

This interest rate swap reduces the Company’s overall interest rate risk. However, due to the remaining 
outstanding borrowings that continue to have variable interest rates, management believes that interest rate risk 
to the Company could be material if prevailing interest rates increase materially.  

45 

 
 
 
 
 
 
 
Item 8. Financial Statements and Supplementary Data 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

The Board of Directors and Stockholders 
Craft Brewers Alliance, Inc. 

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Craft  Brewers  Alliance,  Inc.  (the 
“Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, common 
stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the 
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits. 

We  conducted  our  audits  in  accordance  with  the  auditing  standards  of  the  Public  Company  Accounting 
Oversight  Board  (United  States).  Those  standards  require  that  we  plan  and  perform  the  audits  to  obtain 
reasonable assurance about whether the consolidated financial statements are free of material misstatement. The 
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial 
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing 
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on 
the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such 
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in 
the consolidated financial statements, assessing the accounting principles used and significant estimates made 
by management, as well as evaluating the overall consolidated financial statement presentation. We believe that 
our audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the 
consolidated  financial  position  of  Craft  Brewers  Alliance,  Inc.  as  of  December  31,  2010  and  2009,  and  the 
consolidated  results  of  its  income  and  its  cash  flows for  the  years  then  ended  in  conformity  with  accounting 
principles generally accepted in the United States of America. 

Seattle, Washington 
March 31, 2011 

46 

 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
CONSOLIDATED BALANCE SHEETS 

ASSETS

Current assets: 

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Deferred income tax asset, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Property, equipment and leasehold improvements, net . . . . . . . . . . . . . . . . . . . . .  
Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Intangible and other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

December 31, 
2010 

December 31,
2009

(Dollars in thousands except 
per share amounts) 

$

$

164 
10,514 
8,729 
932 
3,233 
23,572 
98,778 
5,240 
12,917 
17,759 
158,266 

$ 

11 
11,122 
9,487 
970 
3,941 
25,531 
97,339 
5,702 
— 
13,013 
$  141,585 

LIABILITIES AND COMMON STOCKHOLDERS’ EQUITY 

Current liabilities: 

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Accrued salaries, wages, severance and payroll taxes . . . . . . . . . . . . . . . . . . . .  
Refundable deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Current portion of long-term debt and capital lease obligations . . . . . . . . . . .  
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

Long-term debt and capital lease obligations, net of current portion. . . . . . . . .  
Fair value of derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Deferred income tax liability, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

$

$ 

13,825 
4,053 
6,291 
1,378 
2,460 
28,007 

24,675 
849 
10,118 
421 

14,672 
4,432 
6,288 
1,185 
1,481 
28,058 

24,685 
842 
7,015 
353 

Commitments and contingencies 

Common stockholders’ equity: 

Common stock, par value $0.005 per share, 50,000,000 shares authorized; 
18,819,053 shares and 17,074,063 shares at December 31, 2010 and 
2009, respectively, issued and outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Accumulated other comprehensive loss, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Retained deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Total common stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Total liabilities and common stockholders’ equity. . . . . . . . . . . . . . . . . . .  

94 
134,601 
(528) 
(39,971) 
94,196 
158,266 

85 
122,682 
(478)
(41,657)
80,632 
$  141,585 

$

The accompanying notes are an integral part of these financial statements 

47 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
CONSOLIDATED STATEMENTS OF INCOME 

  Year Ended December 31,   

2010 

2009

(In thousands, except per 
share amounts) 

9,121 

Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  140,852  $  133,308 
Less excise taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
8,595 
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Selling, general and administrative expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Merger-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income from equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Interest and other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 

3,170 
842 
(1,497)   
271 

2,347 
552 
(2,139)
313 

  131,731 
98,064 

  124,713 
97,230 

27,483 
24,911 
225 

33,667 
29,938 
559 

1,073 
186 

2,786 
1,100 

1,686  $ 

887 

Basic and diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 

0.10  $ 

0.05 

The accompanying notes are an integral part of these financial statements 

48 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS’ EQUITY 

Common Stock 
Par
Value

Shares 

  Additional
Paid-In 
Capital 

Accumulated 
Other 
Comprehensive
Loss, Net 
(In thousands) 

  Retained 
Deficit 

  Total Common
Stockholders’
Equity 

16,948 

$  85  $  122,433  $

(693)  $ 

(42,544)  $ 

79,281

207
42

215
887

1,102
80,632

127
99

11,702

(50)
1,686

1,636
94,196

Balance as of December 31, 2008 . . . . . . . . . . . .   
Issuance of shares under stock plans . . . . . . . .   
Stock-based compensation . . . . . . . . . . . . . . .   
Comprehensive income: 

Unrealized gains on derivative financial 

instruments, net of tax provision of $117   
Net income . . . . . . . . . . . . . . . . . . . . . . . .   
Total comprehensive income . . . . . . . . . . . . .  
Balance as of December 31, 2009 . . . . . . . . . . . .   
Issuance of shares under stock plans . . . . . . . .   
Stock-based compensation . . . . . . . . . . . . . . .   
Issuance of shares pursuant to merger with 

Kona Brewing Co., Inc. . . . . . . . . . . . . . . .   

. 

108 
18 

  — 
  — 

— 
— 

  — 
  — 

207 
42 

— 
— 

— 
— 

215 
— 

— 
— 

— 
887 

17,074 

85 

122,682 

(478) 

(41,657)   

60 
18 

1 
  — 

126 
99 

1,667 

8 

11,694 

— 
— 

— 

— 
— 

— 

Comprehensive income (loss): 

Unrealized losses on derivative financial 

instruments,  net of tax benefit of $31 . . .   
Net income . . . . . . . . . . . . . . . . . . . . . . . .   
Total comprehensive income . . . . . . . . . . . . .  
Balance as of December 31, 2010 . . . . . . . . . . . .   

— 
— 

  — 
  — 

— 
— 

(50) 
— 

— 
1,686 

18,819 

$  94  $  134,601  $

(528)  $ 

(39,971)  $ 

The accompanying notes are an integral part of these financial statements 

49 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 

Operating Activities 
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity investment in excess of cash distributions . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on sale or disposal of property, equipment and leasehold improvements . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities: 

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries, wages, severance and payroll taxes . . . . . . . . . . . . . . . . . . . . . . .
Refundable deposits and other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investing Activities 
Expenditures for property, equipment and leasehold improvements . . . . . . . . . . . . . .
Proceeds from sale of property, equipment and leasehold improvements . . . . . . . . .
Cash paid in merger with Kona Brewing Co., Inc. and related entities, net. . . . . . . .
Proceeds received for federal grant associated with photovolatic system. . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financing Activities 
Principal payments on debt and capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . .
Net borrowings (repayments) under revolving line of credit . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts paid for debt issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents: 
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31, 

2010 

2009

(In thousands) 

$ 

1,686 

$ 

887 

7,044 
(647) 
1,082 
102 
99 
(282) 

2,017 
1,445 
590 
36 
(1,353) 
(1,230) 
209 
10,798 

(4,669) 
160 
(6,206) 
402 
(10,313) 

(1,505) 
1,100 
127 
(54) 
(332) 

153 

11 

7,313 
(513)
(56)
31 
42 
(136)

1,391 
(202)
791 
72 
(1,162)
802 
(306)
8,954 

(2,303)
136 
— 
— 
(2,167)

(1,394)
(5,600)
207 
— 
(6,787)

— 

11 

11 

End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 

164 

$ 

Supplemental Disclosures
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid (received) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 
$ 

1,625 
223 

$ 
$ 

2,265 
(760)

Non-cash Transaction 
Fair value of common stock issued in acquisition of Kona Brewing Co., Inc. and 
related entities (see Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$  11,702 

$ 

— 

The accompanying notes are an integral part of these financial statements 

50 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

1.  Nature of Operations 

Craft Brewers Alliance, Inc. (the “Company”) was formed in 1981 to brew and sell craft beer. The 

Company produces specialty bottled and draft products at its Company-owned breweries and on the premises of 
each of its production breweries and operates adjacent restaurants or pubs that promote the Company’s 
products, offer dining and entertainment facilities, and sell retail merchandise. Prior to July 1, 2008, the 
Company’s name was Redhook Ale Brewery, Incorporated; however, the Company changed to its present name 
to reflect the acquisition of the Widmer Brothers Brewing Company (“WBBC”) as of the same date. The 
common stock of the Company trades on the Nasdaq Stock Market under the trading symbol “HOOK.” 

The Company’s products are distributed in the United States in 48 states, which has been the case for more 
than ten years. This national footprint was established primarily through a series of distribution agreements with 
Anheuser-Busch, Incorporated (“A-B”), a significant shareholder of the Company. In 2004, the Company and 
A-B entered into three agreements, an exchange and recapitalization agreement (as amended, the “Exchange 
Agreement”), a distribution agreement (as amended, the “A-B Distribution Agreement”) and a registration 
rights agreement that collectively constitute the framework of its existing relationship with A-B. 

Under the present terms of the A-B Distribution Agreement, the Company distributes its products in substantially 

all of its markets through A-B’s wholesale distributor network. A-B’s domestic wholesale distributor network 
consists of a significant number of independent wholesale distributors and branches owned and operated by A-B. The 
A-B Distribution Agreement is subject to early termination, by either party, upon the occurrence of certain events. 
The A-B Distribution Agreement will expire December 31, 2018, but may be automatically renewed for an additional 
ten-year period absent A-B providing written notice to the contrary on or prior to June 30, 2018. 

Basis of Presentation 

The consolidated financial statements include the accounts of the Company and its wholly owned 
subsidiary, 2010 Enterprises LLC (“KBC LLC”), which was formed on July 27, 2010 for the purpose of 
acquiring Kona Brewing Co., Inc. (“KBC”). See Note 11, Merger with KBC for a discussion of the merger 
(“KBC Merger”) executed October 1, 2010 among the Company, KBC and related entities, including Kona 
Brewery LLC (“Kona”), and the KBC shareholders. The consolidated financial statements as of and for the year 
ended December 31, 2010 reflect the KBC Merger as of October 1, 2010. All intercompany transactions and 
balances subsequent to the KBC Merger are eliminated in consolidation. 

2.  Significant Accounting Policies 

Cash and Cash Equivalents 
The Company considers all highly liquid investments with original maturities of three months or less to be 

cash equivalents. The Company maintains cash and cash equivalent balances with financial institutions that may 
exceed federally insured limits. The carrying amount of cash equivalents approximates fair value because of the 
short-term maturity of these instruments. 

Accounts Receivable 
Accounts receivable is comprised 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, the 
Company does not have collectability issues related to the sale of its beer products. Accordingly, the Company 
does not regularly provide an allowance for doubtful accounts for beer sales. The Company has provided an 
allowance for promotional merchandise that has been invoiced to the wholesaler, which reflects the Company’s 
best estimate of probable losses inherent in the accounts. The Company determines 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 
and $50,000 at December 31, 2010 and 2009, respectively. 

51 

 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Inventories 
Inventories, except for pub food, beverages and supplies, are stated at the lower of standard cost, which 
approximates the first-in, first-out method, or market. Pub food, beverages and supplies are stated at the lower 
of cost or market. 

The Company regularly reviews its inventories for the presence of obsolete product attributed to age, 
seasonality and quality. If the Company’s review indicates a reduction in utility below the product’s carrying 
value, the Company reduces the product to a new cost basis. The Company records as a non-current asset the 
cost of inventory for which it estimates it has more than a twelve-month supply.  

Equity Investments  
The Company holds a 42 percent equity ownership interest in Fulton Street Brewing, LLC (“FSB”), which 

the Company accounts for under the equity method of accounting as described in Financial Accounting 
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 323, Investments – equity 
method and joint ventures (“ASC 323”). The equity method requires that the Company recognize its share of 
the net receipt of earnings by increasing its investment in FSB in the Company’s consolidated balance sheet and 
recognizing income from equity investment in the Company’s income statement. Due to the timing of receipt of 
FSB’s financial statements, the Company accounts for its share of net earnings of FSB on a one-month lag. The 
difference between the carrying value of the equity investment and the Company’s amount of underlying equity 
in the net assets of the investee is considered equity method goodwill, which is not amortized.  

The Company reassesses its evaluation of the primary beneficiary of a variable interest entity (“VIE”) on 
an ongoing basis, and assesses its evaluation of an entity as a VIE upon the occurrence of certain events. If the 
Company determines that it has a variable interest in a VIE, the Company then evaluates if it is the primary 
beneficiary of the VIE. The evaluation is a qualitative assessment as to whether the Company has the ability to 
direct the activities of the VIE that most significantly impacts the entity’s economic performance. If the 
Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. 
Through qualitative analysis, the Company determined that it is not the primary beneficiary of FSB as the 
Company does not direct the activities that most significantly impact the economic performance of FSB, 
including the day-to-day management of FSB’s operations.  

Property, Equipment and Leasehold Improvements  
Property, equipment and leasehold improvements are stated at cost reduced by proceeds received under 

applicable cash grants, 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 the Company’s statement of income.  

Depreciation and amortization of property, equipment and leasehold improvements is provided on the 

straight-line method over the following estimated useful lives:  

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Brewery equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Furniture, fixtures and other equipment . . . . . . . . . . . . . . .  
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

30 - 50 years 
10 - 25 years 
2 - 10 years 
5 years 
The lesser of useful life or 

term of the lease 

52 

 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Impairment of Long-Lived Assets  
The Company evaluates potential impairment of long-lived assets in accordance with ASC 360-10-20, 
Property, Plant, and Equipment – Overall – Glossary – Component of an Entity. This standard establishes 
procedures for review of recoverability and measurement of impairment, if necessary, of long-lived assets and 
certain identifiable intangibles. When facts and circumstances indicate that the carrying values of long-lived 
assets may be impaired, an evaluation of recoverability is performed by comparing the carrying value of the 
assets to projected future undiscounted cash flows in addition to other quantitative and qualitative analyses. 
Upon indication that the carrying value of such assets may not be recoverable, the Company recognizes an 
impairment loss by a charge against current earnings.  

Goodwill and Other Intangible Assets  
In accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”) intangible assets with 

indefinite useful lives are not amortized but are reviewed periodically for impairment.  

Goodwill and other intangible assets, including trade names and trademarks, are tested on an annual basis 
as of December 31, and between annual tests if indicators of potential impairment exist. The fair value of the 
Company’s reporting unit was estimated using a combination of the market capitalization and the income 
approach. Under the income approach, the fair value of the reporting unit was calculated by estimating the fair 
value of the unit’s associated future cash flows. No impairment of goodwill and other intangible assets has been 
identified during the periods presented.  

The significant estimates and assumptions used by management in assessing the recoverability of goodwill 
and other intangible assets are estimated future cash flows, present value discount rate, estimated growth of the 
overall craft beer segment, and other factors. If the Company’s estimated future cash flows were to significantly 
decline, an impairment charge could result. The estimates of future cash flows, based on reasonable and 
supportable assumptions and projections, require management’s subjective judgment.  

The Company amortizes intangible assets with finite lives over their respective estimated finite lives.  

Acquired intangibles and their estimated remaining useful lives include:  

Trade name and trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recipes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributor agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-compete agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Indefinite 
Indefinite 
15 years 
3-5 years 

Refundable Deposits on Kegs  
The Company distributes its draft beer in kegs that are owned by the Company as well as in kegs that have 
been leased from third parties. Kegs that are owned by the Company are reflected in the Company’s balance sheets 
at cost and are depreciated over the estimated useful life of the keg. When draft beer is shipped to the wholesaler, 
regardless of whether the keg is owned or leased, the Company collects a refundable deposit, presented as a current 
liability – refundable deposits in the Company’s balance sheets. Upon return of the keg to the Company, the 
deposit is refunded to the wholesaler. See discussion at Note 16, “Related-Party Transactions” for impact of lost 
kegs on the Company’s brewery equipment.  

The Company has experienced some loss of kegs and anticipates 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. The Company believes that this is an industry-wide problem and that the Company’s loss experience is not  

53 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

atypical. In order to estimate forfeited deposits attributable to lost kegs, the Company periodically uses 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. As of December 31, 2010 and 2009, the Company’s balance sheets 
include $6.0 million and $5.9 million, respectively, in refundable deposits on kegs and $4.1 million and $4.7 
million, respectively, in keg equipment, net of accumulated depreciation.  

Fair Value of Financial Instruments  
The recorded value of the Company’s financial instruments, with the exception of its debt obligations, is 
considered to approximate the fair value of the instruments, in all material respects, as the Company’s receivables 
and payables are recorded at amounts expected to be realized and paid and the Company’s derivative financial 
instruments are carried at fair value. At December 31, 2010, the total carrying value and fair value of the 
Company’s debt obligations, including the current portion, was $27.1 million and $27.7 million, respectively. At 
December 31, 2009, the total carrying value of the Company’s debt obligations approximated its fair value.  

Financial instruments that potentially subject the Company to credit risk consist principally of trade accounts 

receivable. While wholesale distributors and A-B account for substantially all trade accounts receivable, this 
concentration risk is limited due to the number of distributors, their geographic dispersion, and state laws 
regulating the financial affairs of distributors of alcoholic beverages.  

The Company accounts for its derivative financial instruments under ASC 815, Derivatives and Hedging 
(“ASC 815”), which requires that all derivatives be recognized at fair value in the balance sheet, and that the 
corresponding gains or losses be reported either in the statement of income or as a component of comprehensive 
income. Derivative financial instruments are utilized by the Company to reduce interest rate risk. The Company 
does not hold or issue derivative financial instruments for trading purposes.  

Comprehensive Income  
The Company accounts for comprehensive income under ASC 220, Comprehensive Income, which 

establishes standards for the reporting and presentation of elements of comprehensive income, including deferred 
gains and losses on unrealized derivative hedge transactions.  

Revenue Recognition  
A significant portion of the Company’s sales are made pursuant to the A-B Distribution Agreement, under 
which the Company delivers products to a member of the A-B wholesale distributor network, which may be either 
a branch of A-B or an independent wholesale distributor. The Company recognizes revenue from product 
shipments when the products are delivered to the A-B branch or the wholesale distributor. These are recorded net 
of excise taxes, discounts and certain fees the Company must pay in connection with sales pursuant to the A-B 
Distribution Agreement.  

Prior to the effective date of the KBC Merger, the Company also earned revenue in connection with two 

operating agreements with Kona — an alternating proprietorship agreement and a distribution agreement. 
Pursuant to the alternating proprietorship agreement, Kona produced a portion of its malt beverages at the 
Company’s brewery in Portland, Oregon. The Company received a facility fee from Kona based on the barrels 
brewed and packaged at the Company’s brewery. Fees were also recognized as revenue upon completion of the 
brewing process and packaging of the product. In connection with the alternating proprietorship agreement, the 
Company also sold certain raw materials to Kona for use in brewing. Revenue was recognized when the raw 
materials were removed from the Company’s stock. Under the distribution agreement, the Company purchased 
Kona-branded product from Kona, whether manufactured at Kona’s Hawaii brewery or the Company’s 
brewery, then sold and distributed the product. Under this arrangement, the Company recognized revenue when 
the product was delivered to A-B or the wholesaler. After the effective date of the KBC Merger, as the 
Company consolidates the activities of Kona, any such intercompany activities are eliminated, including the 
revenues and costs associated with the alternating proprietorship agreement and the distribution agreement.  

54 

 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

The Company recognizes revenue on retail sales at the time of sale. The Company recognizes revenue from 

events at the time of the event.  

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 per barrel on the 
first 60,000 barrels of beer removed for consumption or sale during the calendar year, and $18 per barrel for 
each barrel in excess of 60,000 barrels. Individual states also impose excise taxes on alcoholic beverages in 
varying amounts. As presented in the Company’s consolidated statements of income, sales reflect the amounts 
invoiced to A-B, wholesale distributor and other customers. Excise taxes due to federal and state agencies are 
not collected from the Company’s customers, but rather are the responsibility of the Company. Net sales, as 
presented in the Company’s consolidated statements of income, are reduced by applicable federal and state 
excise taxes.  

Shipping and Handling Costs  
Costs incurred to ship the Company’s product are included in cost of sales in the Company’s consolidated 

statements of income.  

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. As discussed above, 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, 2010 and 2009, the Company recognized costs for all of these activities totaling $9.5 million and 
$6.6 million, respectively, which are reflected as selling, general and administrative expenses in the Company’s 
consolidated statements of income.  

The Company incurs costs for the promotion of its products through a variety of advertising programs with 

its wholesalers and downstream retailers. These costs are included in selling, general and administrative 
expenses and 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 the Company’s consolidated statements of income. Reimbursements for pricing 
discounts to wholesalers are recorded as a reduction to sales in the Company’s statement of income.  

Stock-Based Compensation  
The Company maintains several stock incentive plans under which non-qualified stock options, incentive 

stock options and restricted stock have been granted to employees and non-employee directors and accounts for 
these grants consistent with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 
addresses the accounting for stock-based payment transactions in which an enterprise receives employee 
services, including the services of its non-employee directors, in exchange for (a) equity instruments of the 
enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be 
settled by the issuance of such equity instruments. ASC 718 generally requires that these transactions be 
accounted for using a fair-value-based method. The Company uses the Black-Scholes option-pricing model to 
determine the fair-value of stock-based awards.  

Earnings per Share  
The Company follows ASC Topic 260, 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.  

55 

 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Income Taxes  
The Company records federal and state income taxes in accordance with ASC Topic 740, Income Taxes. 
Deferred income taxes or tax benefits reflect the tax effect of temporary differences between the amounts of 
assets and liabilities for financial reporting purposes and amounts as measured for tax purposes as well as for 
tax net operating loss and credit carryforwards. These deferred tax assets and liabilities are measured under the 
provisions of the currently enacted tax laws. Deferred tax assets are recognized for deductible temporary 
differences, net operating loss carryforwards and tax credit carryforwards if it is more likely than not that the 
tax benefits will be realized. Valuation allowances may be established when necessary to reduce deferred tax 
assets to the amount expected to be realized. The effect on deferred taxes upon a change in valuation allowance 
is recognized in the period that the change occurs.  

The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the 

tax positions will be sustained on examination by the tax authorities, based on the technical merits of the 
position. The tax benefit is measured based on the largest benefit that has a greater than 50 percent likelihood of 
being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized 
tax benefits within the interest expense line and selling, general and administrative expenses line, respectively, 
in the statements of income.  

Segment Information  
The Company operates in one principal business segment as a manufacturer of beer across domestic 

markets. The Company believes that its pub operations and brewery operations, whether considered 
individually or in combination, do not constitute a separate segment under ASC Topic 280, Segment Reporting. 
The Company believes that its production brewery operations are functionally similar. The Company operates 
its pubs as an extension of the marketing of its products and views their primary function to be promotion of 
these products.  

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. The Company bases 
its 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.  

Reclassifications  
Certain reclassifications have been made to the prior year’s data to conform to the current year’s 

presentation.  

Recent Accounting Pronouncements  
On January 1, 2010, the Company adopted the guidance in Accounting Standards Update (“ASU”) 2009-17, 

which was incorporated into ASC Topic 810-10, Consolidation – Overall. This Update requires a qualitative 
approach to identifying a controlling financial interest in a VIE and requires ongoing assessments of whether an 
entity qualifies as a VIE and if a holder of an interest in a VIE qualifies as the primary beneficiary of the VIE. 
The adoption of this new accounting Update did not have a material impact on the Company’s financial 
statements.  

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value 
Measurements.” This Update provides amendments to FASB ASC 820, “Fair Value Measurements,” that 
requires entities to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair 
value measurements and describe the reasons for the transfers. In addition, the Update requires entities to 

56 

 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

present separately information about purchases, sales, issuances and settlements in the reconciliation for fair 
value measurements using significant unobservable inputs (Level 3). The disclosures related to Level 1 and 
Level 2 fair value measurements are effective for the Company beginning in 2010 and the disclosures related to 
Level 3 fair value measurements are effective for the Company in 2011. Adoption of this Update did not have a 
material impact on the Company’s financial statements.  

In December 2010, the FASB issued ASU No. 2010-29, “Supplementary Pro Forma Information for 

Business Combinations” (“ASU 2010-29”). This Update clarifies provisions of FASB ASC Topic 805, 
“Business Combinations.” (“ASC 805”) This Update clarifies the acquisition date that should be used for 
disclosing the pro forma financial information required by ASC 805 when comparative financial statements are 
presented. The Company has adopted the provisions of ASU 2010-29 in preparing the pro forma information 
presented related to the KBC Merger.  See Note 11, Merger with KBC.  

3. 

Inventories  

Inventories consist of the following:  

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Packaging materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Promotional merchandise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Pub food, beverages and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

December 31,
2010

December 31, 
2009 

(In thousands) 

$

$

$ 

2,870 
2,244 
1,933 
343 
1,184 
155 

8,729 

$ 

3,660 
2,023 
1,647 
892 
1,184 
81 

9,487 

Work in process is beer held in fermentation tanks prior to the filtration and packaging process.  

4.  Other Current Assets  

Other current assets consist of the following: 

December 31, 
2010 

December 31,
2009 

(In thousands) 

Deposits paid to keg lessor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Prepaid property taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Prepaid insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

$

$ 

1,734 
165 
202 
326 
806 

$

3,233 

$ 

3,279 
171 
88 
— 
403 

3,941 

57 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

5.  Property, Equipment and Leasehold Improvements  

Property, equipment and leasehold improvements consist of the following:  

December 31, 
2010

December 31,
2009 

(In thousands) 

Brewery equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Furniture, fixtures and other equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Leasehold improvements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

$

$ 

77,519  
52,036  
7,594  
4,120  
5,492  
121  
2,304  

75,734 
50,896 
7,594 
3,234 
2,946 
105 
924 

Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . 

149,186  
50,408  

141,433 
44,094 

$

98,778  

$ 

97,339 

As of December 31, 2010 and 2009, brewery equipment included property acquired under a capital lease 
with a cost of $13.1 million and accumulated amortization of $4.3 million and $2.6 million, respectively. The 
Company’s consolidated statements of income for the years ended December 31, 2010 and 2009 includes $1.7 
million in amortization expense in each year related to these leased assets.  

6.  Equity Investments  

Equity investments consist of the following:  

FSB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Kona . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

December 31,
2010

December 31, 
2009 

(In thousands) 

$

$

5,240 
— 

$ 

5,240 

$ 

4,544 
1,158 

5,702 

FSB  
For the years ended December 31, 2010 and 2009, the Company’s share of FSB’s net income totaled 
$696,000 and $441,000, respectively. The Company’s investment in FSB was $5.2 million and $4.5 million at 
December 31, 2010 and 2009, respectively, and the Company’s portion of equity as reported on FSB’s financial 
statement was $3.2 million and $2.3 million as of the corresponding dates. The Company has not received any 
cash capital distributions associated with FSB during its ownership period. At December 31, 2010 and 2009, the 
Company recorded a payable to FSB of $3.3 million and $2.3 million, respectively, primarily for amounts 
owing for purchases of FSB’s products, which are branded under the Goose Island name.  

The selected financial information presented for FSB for the years ended December 31, 2010 and 2009 
represents the activities for the entity for its fiscal years ended December 31. The consolidated statements of 
income for the Company include the results of FSB for the twelve-month periods ended November 30, which 
represents a one-month lag. If the Company were to record the equity in FSB’s earnings for a year ended  

58 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

December 31, the Company would have recorded an increase of $256,000 and a decrease of $47,000 to its 
consolidated statement of income for the years ended December 31, 2010 and 2009, respectively.  

The selected financial information for FSB’s fiscal year ended December 31 is as follows: 

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

$
$
$
$
$

Year Ended 
December 31, 

2010

2009 

(In thousands) 

26,374 
10,311 
2,285 
2,266 
2,266 

$ 
$ 
$ 
$ 
$ 

22,012 
7,559 
895 
937 
937 

See Note 17, Subsequent Events for a discussion of the agreement reached March 27, 2011 between the 

Company and A-B, under which the Company would sell its investment in FSB to A-B. 

Kona 
For the year ended December 31, 2010 and 2009, the Company’s share of Kona’s net income totaled 
$146,000 and $111,000, respectively. As a result of the KBC Merger, Kona became a wholly-owned subsidiary 
of the Company. As such, no earnings under the equity method of accounting will be recognized for periods 
subsequent to the KBC Merger. 

The Company’s investment in Kona was $1.2 million at December 31, 2009 and the Company’s portion of 

equity as reported on Kona’s financial statement was $419,000 as of the corresponding date. The Company 
received cash distributions totaling $195,000 and $39,000 associated with Kona during the years ended 
December 31, 2010 and 2009, respectively. At December 31, 2009, the Company has recorded a receivable 
from Kona of $1.9 million primarily related to amounts owing under its alternating proprietorship and 
distribution agreements. Also at the corresponding date, the Company has recorded a payable to Kona of $2.3 
million primarily for amounts owing for purchases of Kona-branded product. 

At December 31, 2009, the Company had outstanding receivables due from KBC of $57,000. As a result of 

the KBC Merger, there are no outstanding receivables and payables balances among Kona, KBC and the 
Company on a consolidated basis after this date. 

See Note 11, Merger with KBC for a discussion of the merger executed October 1, 2010 among the 

Company, KBC and related entities, including Kona, and the KBC shareholders. 

59 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

7. 

Intangibles and Other Assets 

Intangibles and other assets consist of the following: 

December 31, 
2010

December 31, 
2009 

(In thousands) 

Trademarks and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributor agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recipes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-compete agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Favorable contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Promotional merchandise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 

14,681  
2,200  
700  
540  
643  
285  

19,049  
1,290  

10,027 
2,200 
700 
100 
643 
321 

13,991 
978 

$

17,759  

$ 

13,013 

Estimated amortization expenses to be recorded for the next five fiscal years are as follows (in thousands): 

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   

$ 

292 
253 
249 
248 
223 

8.  Debt and Capital Lease Obligations 

Long-term debt and capital lease obligations consist of the following: 

December 31, 
2010

December 31, 
2009 

(In thousands) 

Term loan payable to bank, due July 1, 2018 . . . . . . . . . . . . . . . . . . .
Line of credit payable to bank, due September 30, 2015 . . . . . . . . .
Promissory notes payable to individual lenders, all due July 1, 2015  
Premium on promissory notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note with affiliated party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations on equipment. . . . . . . . . . . . . . . . . . . . . . . . .

$

Less current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .

12,639  $ 
7,500 
600 
504 
1,403 
4,489 

27,135 
2,460 

13,012 
6,400 
600 
587 
— 
5,567 

26,166 
1,481 

$

24,675  $ 

24,685 

Since June 2008, the Company has maintained a loan agreement (as amended, the “Loan Agreement”) with 

Bank of America, N.A. (“BofA”), which, is presently comprised of a $22.0 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 $13.5 million term loan (“Term Loan”). The Company may draw upon the Line of Credit for 
working capital and general corporate purposes. At December 31, 2010 and 2009, the Company had $7.5 
million and $6.4 million, respectively, outstanding under the Line of Credit. 

60 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

On June 8, 2010, the Company and BofA executed a modification to the Loan Agreement effective June 1, 

2010 (“Second Amendment”) as a result of the improvement in the Company’s financial position. The 
significant provisions of the Second Amendment were to reduce the marginal rates for borrowings under the 
Loan Agreement, reduce the quarterly fees on the unused portion of the Line of Credit, and eliminate the 
requirements that the Company maintain a minimum asset coverage ratio and provide certain monthly reporting 
packages to BofA. 

The Company and BofA executed a third modification dated September 30, 2010 (“Third Amendment”) to 

the Loan Agreement. Pursuant to the Third Amendment, the maximum borrowing availability under the 
revolving line of credit was increased, the maturity date of the Line of Credit was extended, and the marginal 
rates for borrowing under the Loan Agreement and the quarterly fees on the unused portion of the Line of 
Credit were further reduced. BofA also consented to the Company’s acquisition of KBC, including the 
assumption of debt of KBC. Under the Third Amendment, KBC and related entities were added as guarantors 
with respect to the Loan Agreement. As of the effective date of the Third Amendment, the maximum borrowing 
available under the Line of Credit increased to its present limit, and the maturity date for the Line of Credit was 
extended to September 30, 2015. 

Under the Loan Agreement, the Company may select either the London Inter-Bank Offered Rate 

(“LIBOR”) or the Inter-Bank Offered Rate (“IBOR”) (each, a “Benchmark Rate”) as the basis for calculating 
interest on the outstanding principal balance of the Line of Credit. Interest accrues at an annual rate equal to the 
Benchmark Rate plus a marginal rate. The Company may select different Benchmark Rates for different 
tranches of its borrowings under the Line of Credit. Effective with the Third Amendment, the marginal rate will 
vary from 1.00% to 2.25% based on the ratio of the Company’s funded debt to earnings before interest, taxes, 
depreciation and amortization (“EBITDA”), as defined (“funded debt ratio”). LIBOR rates may be selected for 
one, two, three, or six month periods, and IBOR rates may be selected for no shorter than 14 days and no longer 
than six months. Accrued interest for the Line of Credit is due and payable monthly. At December 31, 2010, the 
weighted-average interest rate for the borrowings outstanding under the Line of Credit was 1.25%. 

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, will vary from 0.15% to 0.30% based upon the 
Company’s funded debt ratio. At December 31, 2010, the quarterly fee was 0.15%. An annual fee will be 
payable in advance on the notional amount of each standby letter of credit issued and outstanding multiplied by 
an applicable rate ranging from 1.00% to 2.00%. 

Interest on the Term Loan will accrue on the outstanding principal balance in the same manner as provided 

for under the Line of Credit, as established under the LIBOR one-month Benchmark Rate. At December 31, 
2010 and 2009, the principal balance outstanding under the Term Loan was $12.6 million and $13.0 million, 
respectively. The interest rate on the Term Loan was 1.51% as of December 31, 2010. Accrued interest for the 
Term Loan is due and payable monthly. Principal payments 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 July 1, 2018. 

The Company is in compliance with all applicable contractual financial covenants at December 31, 2010. 

These financial covenants under the Loan Agreement are measured on a trailing four-quarter basis. For all 
periods ending subsequent to and including December 31, 2010, the Company is required to maintain a ratio of 
funded debt to EBITDA, as defined, less than or equal to 3.0 to 1 and a fixed charge coverage ratio in excess of 
1.25 to 1. 

61 

 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Pursuant to the KBC Merger, the Company assumed an obligation for a promissory note payable (“related 

party note”) to a counterparty that is an affiliated party. The related party note is secured by the certain 
equipment comprising a photovoltaic cell generation system (“photovoltaic system”) installed at the Company’s 
brewery located in Kailua-Kona, Hawaii. The balance of the related party note payable as of December 31, 
2010 is $1.4 million. Accrued interest on the related party note is due and payable monthly at a fixed interest 
rate of 4.75%, with monthly loan payments of $16,129. Any unpaid principal balance and unpaid accrued 
interest under the related party note will be due and payable on November 15, 2014. The photovoltaic system is 
eligible for certain federal grants and state tax credits, which were applied for but not collected prior to the 
closing of the KBC Merger. Any proceeds collected by the Company associated with the applicable federal 
grants and state tax credits are required to be remitted to the creditor, as a reduction of principal. 

The Company assumed an obligation for promissory notes signed in connection with the acquisition of 

commercial real estate related to the Portland, Oregon brewery. These notes were separately executed by 
WBBC with three individuals, but under substantially the same terms and conditions. Each promissory note is 
secured by a deed of trust on the commercial real estate. The outstanding note balance to each lender as of 
December 31, 2010 and 2009 was $200,000, with each note bearing a fixed interest rate of 24% per annum 
through June 30, 2010, after which time the rate increased to 27.8% per annum as a result of a one-time 
adjustment reflecting the change in the consumer price index from the date of issue, July 1, 2005, to July 1, 
2010. The promissory notes are carried at the total of stated value plus a premium reflecting the difference 
between the Company’s incremental borrowing rate and the stated note rate. The premium on the promissory 
notes was $504,000 and $587,000 at December 31, 2010 and 2009, respectively. The effective interest rate for 
each note is 6.31%. Each note matures on the earlier of the individual lender’s death or July 1, 2015, with 
prepayment of principal not allowed under the notes’ terms. Interest payments are due and payable monthly. 

The Company assumed a capital equipment lease obligation to BofA, which is secured by substantially all of the 
brewery equipment and restaurant furniture and fixtures located in Portland, Oregon. The outstanding balance for the 
capital lease as of December 31, 2010 and 2009 was $4.5 million and $5.6 million, respectively, with monthly loan 
payments of $119,020 required through the maturity date of June 30, 2014. The capital lease carries an effective 
interest rate of 6.56%. The capital lease is subject to a prepayment penalty equal to a specified percentage multiplied 
by the amount prepaid. This specified percentage began at 4% and, except in the event of acceleration due to an event 
of default, ratably declines 1% for every year the lease is outstanding until July 31, 2011, at which time the capital 
lease is not subject to a prepayment penalty. The specified percentage is 1% as of December 31, 2010. In the event of 
acceleration due to an event of default, the prepayment penalty is restored to 4%. 

For the Company’s outstanding debt obligations as of December 31, 2010, required principal payments for 

the next five fiscal years are as follows: 

Long Term Debt

Line of
Credit

Term 
Loan

Note with
Affiliated
Party

(In thousands) 

Promissory 
Notes 

Capital 
Lease 
Obligations  

Succeeding periods: 

2011 . . . . . . . . . . . . . . . . . . . . . . . . . .     
2012 . . . . . . . . . . . . . . . . . . . . . . . . . .     
2013 . . . . . . . . . . . . . . . . . . . . . . . . . .     
2014 . . . . . . . . . . . . . . . . . . . . . . . . . .     
2015 . . . . . . . . . . . . . . . . . . . . . . . . . .     
Thereafter . . . . . . . . . . . . . . . . . . . . .     

$ 

Amounts representing interest . . .     

$

$

— 
— 
— 
— 
7,500 
— 

7,500 
— 

397 
421 
451 
477 
516 
10,377 

12,639 
—

$

881 
173 
181 
168 
— 
— 

1,403 
—

$ 

— 
— 
— 
— 
600 
—

600 
— 

1,442 
1,437 
1,437 
719 
— 
— 

5,035 
(546)

$  7,500 

$

12,639 

$

1,403 

$

600 

$ 

4,489 

62 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

9.  Derivative Financial Instruments and Fair Value Measurements 

Interest Rate Swap Contracts 
The Company’s 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. 

The Company has assessed its vulnerability to certain business and financial risks, including interest rate 

risk associated with its variable-rate long-term debt. To mitigate this risk, the Company entered into with BofA 
a five-year interest rate swap agreement with a total notional value of $9.5 million and $9.8 million as of 
December 31, 2010 and 2009, respectively, to hedge the variability of interest payments associated with its 
variable-rate borrowings under its Term Loan. Through this swap agreement, the Company pays interest at a 
fixed rate of 4.48% and receives interest at a floating-rate of the one-month LIBOR. Since the interest rate swap 
hedges the variability of interest payments on variable rate debt with similar terms, it qualifies for cash flow 
hedge accounting treatment under ASC 815. As of December 31, 2010 and 2009, unrealized net losses of 
$849,000 and $768,000, respectively, were recorded in accumulated other comprehensive loss as a result of this 
hedge. There was no hedge ineffectiveness recognized for the years ended December 31, 2010 and 2009 
associated with this contract. The effective portion of the gain or loss on the derivative is reclassified into 
interest expense in the same period during which the Company records interest expense associated with the 
Term Loan. 

The Company assumed WBBC’s contract with BofA for a $7.0 million notional interest rate swap 

agreement. In July 2008, the Company entered into with BofA an equal and offsetting interest rate swap 
contract. Both contracts expired on November 1, 2010. Neither swap contract qualified for hedge accounting 
under ASC 815. The assumed contract required the Company to pay interest at a fixed rate of 4.60% and 
receive interest at a floating rate of the one-month LIBOR, while the offsetting contract required the Company 
to pay interest at a floating rate of the one-month LIBOR and receive interest at a fixed rate of 3.47%. The 
Company recorded a net gain on the contracts of $74,000 and $78,000 for the years ended December 31, 2010 
and 2009, respectively, which was recorded to other income. 

Balance Sheet Location

December 31, 
2010

December 31, 
2009 

(In thousands) 

Derivative instruments in liability positions:
Derivatives designated as hedging instruments under ASC 815 

Interest rate swap contracts  

Non-current liabilities - derivative 
financial instruments . . . . . . . . . . . . . . . . 

Derivatives not designated as hedging instruments under ASC 815 

Interest rate swap contracts  

Total derivatives 

Non-current liabilities - derivative 
financial instruments . . . . . . . . . . . . . . . . 

$

$

849  $ 

768 

— 

849  $ 

74 

842 

All swap obligations with BofA are secured by the Collateral under the Loan Agreement and the KBC 

Guaranties. 

63 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Fair Value Measurements 
Under the three-tier fair value hierarchy established in ASC 820, Fair Value Measurements and 

Disclosures, the inputs used in measuring fair value are prioritized as follows: 

Level 1: 

Observable inputs (unadjusted) in active markets for identical assets and liabilities; 

Level 2: 

Inputs other than quoted prices included within Level 1 that are either directly or indirectly 
observable for the asset or liability, including quoted prices for similar assets or liabilities in 
active markets, quoted prices for identical or similar assets or liabilities in inactive markets 
and inputs other than quoted prices that are observable for the asset or liability; 

Level 3: 

Unobservable inputs for the asset or liability, including situations where there is little, if any, 
market activity or data for the asset or liability. 

The Company has assessed its assets and liabilities that are measured and recorded at fair value within the 

above hierarchy and that assessment is as follows: 

2010 
Derivative financial instruments – interest rate 

swap contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2009 
Derivative financial instruments – interest rate 

swap contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10.  Common Stockholders’ Equity 

Fair Value Hierarchy Assessment 

Level 1

Level 2

Level 3 

Total

(In thousands) 

$ — 

$ — 

$

$

849 

$ — 

$ 

849 

842 

$ — 

$ 

842 

Stock Plans 
The Company maintains several stock incentive plans, including those discussed below, under which non-

qualified stock options, incentive stock options and restricted stock are granted to employees and non-employee 
directors. The Company issues new shares of common stock upon exercise of stock options. Under the terms of 
the Company’s stock option plans, subject to certain limitations, employees and directors may be granted 
options to purchase the Company’s common stock at the market price on the date the option is granted. 

On May 26, 2010, the shareholders approved the 2010 Stock Incentive Plan (the “2010 Plan”), as 
recommended by the Company’s board of directors. The 2010 Plan provides for grants of stock options, 
restricted stock, restricted stock units, performance awards and stock appreciation rights to directors and 
employees. While incentive stock options may only be granted to employees, awards other than incentive stock 
options may be granted to employees and directors. The 2010 Plan is administered by the compensation 
committee of the board of directors (“Compensation Committee”), which determines the grantees, the number 
of shares of common stock for which options are exercisable and the exercise prices of such shares, among 
other terms and conditions of equity-based awards under the 2010 Plan. Options granted to the Company’s 
employees were generally designated to vest over a five-year period. Vested options are generally exercisable 
for ten years from the date of grant. A maximum of 750,000 shares of common stock is authorized for issuance 
under the 2010 Plan. As of December 31, 2010, the 2010 Plan had 706,320 shares available for future grants of 
options. 

64 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

The Company maintains the 2002 Stock Option Plan (the “2002 Plan”) under which non-qualified stock 
options and incentive stock options were granted to employees and non-qualified stock options were granted to 
non-employee directors and independent consultants or advisors, subject to certain limitations. Options granted 
to the Company’s employees were generally designated to vest over either a four-year or five-year period while 
options granted to the Company’s directors were generally designated to become exercisable from the date of 
grant up to three months following the grant date. Vested options are generally exercisable for ten years from 
the date of grant. The Compensation Committee administers the 2002 Plan. 

The Company maintains the 2007 Stock Incentive Plan (the “2007 Plan”) under which grants of stock 
options and restricted stock were made to the Company’s employees and restricted stock grants were made to 
the Company’s directors. These grants have been made since the inception of the 2007 Plan in May 2007 
through May 2010. Options granted to the Company’s employees were generally designated to vest over a five-
year period. Vested options are generally exercisable for ten years from the date of grant. The 2007 Plan is 
administered by the Compensation Committee. 

With the approval of the 2010 Plan, no further grants of stock options or similar stock awards may be made 
under either the 2002 Plan or the 2007 Plan; however, the provisions of these plans will remain in effect until all 
outstanding options are terminated or exercised. 

The Company maintains the 1992 Stock Incentive Plan, as amended (the “1992 Plan”) under which non-

qualified stock options and incentive stock options were granted to employees through August 2001. These 
options were generally designated to vest over a five-year period. Vested options are generally exercisable for 
ten years from the date of grant. Although the 1992 Plan expired in October 2002, preventing further option 
grants, the provisions of the 1992 Plan remain in effect until all options are terminated or exercised. The 
remaining options outstanding under the 1992 Plan, if not previously exercised, will expire on August 3, 2011. 

The Company had maintained the Amended and Restated Directors Stock Option Plan (the “Directors 
Plan”) under which non-qualified stock options were granted to non-employee directors through October 2002, 
at which time the Directors Plan expired. Vested options under the Directors Plan were generally exercisable for 
ten years from the date of grant. As all outstanding options granted under the Directors Plan were exercised 
during 2010, the Directors Plan is no longer in effect. 

Stock-Based Compensation Expense 

On May 26, 2010 and May 29, 2009, the board of directors approved, under the 2007 Plan an annual grant 
of 3,000 shares of fully-vested Common Stock to each non-employee director. In conjunction with these stock 
grants, the Company issued 18,000 shares of Common Stock in each period. The Company recognized stock-
based compensation of $61,000 and $36,000 during the years ended December 31, 2010 and 2009, respectively, 
related to these awards. 

The Company recognized stock-based compensation of $38,000 and $6,100 for the years ended December 
31, 2010 and 2009, respectively, associated with the grant of stock options to its employees beginning in 2009. 
At December 31, 2010, the total unrecognized stock based compensation associated with unvested option grants 
was approximately $335,000, which is expected to be recognized over a period of approximately 4.1 years. 

65 

 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Stock Option Plan Activity  

Presented below is a summary of the Company’s stock option plan activity:  

Weighted 
Average 
Exercise 
Price
(Per share)  

Weighted  
Average  
Remaining 
Contractual 
Life
(In years)

Aggregate  
Intrinsic 
Value 
(In thousands)  

Options
(In thousands)  

Outstanding at December 31, 2009 . . . .    
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .    
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .    
Canceled . . . . . . . . . . . . . . . . . . . . . . . . .    
Outstanding at December 31, 2010 . . . .    

Exercisable at December 31, 2010 . . . .    

137 
149 
(60) 
(7) 

219 

48 

$

$

$

2.00 
3.71 
2.10 
1.95 

3.14 

2.25 

4.4 
10.0 
2.1 
1.3 

8.0 

3.6 

$ 

$ 

$ 

67 
— 

931 

244 

A total of 7,500 stock options vested for the year ended December 31, 2010. No stock options vested 
during the corresponding period of 2009. The total intrinsic value of stock options exercised during the years 
ended December 31, 2010 and 2009 was $252,000 and $99,000, respectively.  

The following table summarizes information for options outstanding and exercisable at December 31, 

2010:  

Range of Exercise Prices 

Options 
  (In thousands) 

Outstanding 
Weighted 
Average  
Exercise Price  
(Per share) 

Weighted Average 
Remaining  
Contractual Life  
(In years) 

Options
(In thousands)

Exercisable 
Weighted  
Average  
Exercise Price  
(Per share) 

Weighted Average 
Remaining  
Contractual Life  
(In years) 

$1.25 to $2.00 . . .     
$2.01 to $3.00 . . .     
$3.01 to $3.15 . . .     
$6.88 to $6.88 . . .     
$1.25 to $6.88 . . .     

N/A - Not applicable  

37  $ 
126 
12 
44 

219  $ 

1.37 
2.36 
3.15 
6.88 

3.14 

6.6 
8.2 
4.4 
9.9 

8.0 

15  $
21 
12 
— 

48  $

1.56 
2.22 
3.15 
N/A 

2.25 

4.4 
2.5 
4.4 
N/A 

3.6 

For stock options granted in 2010 and 2009, the following key assumptions were used in the Company’s 
valuation model to determine the fair value of the stock options granted and the weighted-average fair values of 
stock options granted were as follows:  

2010

2009 

Expected life (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average fair value per option . . . . . . . . . . . . . . .

10 

  2.64% - 3.86% 
62.54% 
0.00% 

10 
2.87% 
60.98% 
0.00% 

$ 2.68 

$ 0.89 

66 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

11.  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 products. 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 of $559,000 associated with the KBC Merger, which are reflected in merger-related expenses in the 
consolidated statement of income for the year ended December 31, 2010. No expenses associated with the KBC 
Merger were recognized during the year ended December 31, 2009.  

Accounting for the Acquisition of KBC  

The business combination was accounted for using the acquisition method of accounting, which requires an 

acquirer to recognize the assets acquired and liabilities assumed at the acquisition date measured at their fair 
values. The excess of the consideration transferred and the acquisition date fair value of the previous equity 
interest held in Kona over the fair value of net assets acquired is recognized as goodwill. The following table 
summarizes the consideration (in thousands):  

Fair value of the Company’s common stock issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Cash consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     

Fair value of equity interest in Kona held at acquisition date . . . . . . . . . . . . . . . . . . . .     
Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     

$ 

$ 

11,702 
6,237 
17,939 
1,200 
19,139 

The fair value of the Company’s common stock issued was computed by multiplying the number of shares 
of common stock issued by $7.02, the closing price of the Company’s common stock as reported by Nasdaq as 
of the date of the acquisition.  

The carrying value of the 20 percent equity interest in Kona was $1.1 million on the acquisition date. The 
Company recognized a gain of $91,000 as a result of measuring Kona at fair value. The gain is included in other 
income in the consolidated statement of income for the year ended December 31, 2010.  

67 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

The following table summarizes the identified assets acquired and liabilities assumed at the acquisition date 

(in thousands):  

KBC assets acquired and liabilities assumed: 

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Property, equipment and leasehold improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Trade name and trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Intangible assets - non-compete agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     

$ 

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Interest bearing liabilities and other long-term liabilities . . . . . . . . . . . . . . . . . . . . . .     
Deferred income tax liability, net and other noncurrent liabilities . . . . . . . . . . . . . .     
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     

4,858 
4,174 
4,600 
440 

14,072 

(4,091)
(1,476)
(2,283)

(7,850)

Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Goodwill recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     

$ 

6,222 
12,917 

The KBC Merger was structured as a stock purchase and therefore the values assigned to the trade name 

and trademarks, non-compete agreements and goodwill are not deductible for tax purposes.  

Prior to the acquisition date, the Company accounted for its 20 percent equity ownership interest in Kona 

under the equity method of accounting. Upon completion of the business combination, the Company 
consolidates the operations of KBC, including Kona. The Company’s results include net sales of $3.2 million 
and net income of $309,000, both attributable to KBC, for the period from October 1, 2010 to December 31, 
2010. Net income attributable to KBC for the period includes the effect of acquisition accounting adjustments, 
primarily amortization of intangible assets.  

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 for 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 eliminated 
from the pro forma results presented for the year ended December 31, 2010. These nonrecurring expenses have 
been included in the pro forma results presented for the year ended December 31, 2009. 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.  

68 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Consistent with ASU 2010-29, unaudited pro forma combined condensed results of operations are 

presented below as if the KBC Merger had occurred on January 1, 2009.  

Pro Forma Results  
Year Ended December 31, 

2010

2009 

(In thousands, 
except per share data) 

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic and diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$
$
$
$

$

128,260  
39,936  
4,287  
3,606  
2,181  

$  120,457 
35,163 
$ 
1,735 
$ 
251 
$ 
391 
$ 

0.12  

$ 

0.02 

12.  Earnings per Share  

The following table sets forth the computation of basic and diluted earnings per common share:  

Year Ended December 31, 

2010
2009 
(In thousands, except per  
share amounts) 

Numerator for basic and diluted earnings per share: 

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Denominator for basic earnings per share: 

Weighted average common shares outstanding . . . . . . . . . . . . . . .
Dilutive effect of stock options on weighted average common 
shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denominator for diluted earnings per share. . . . . . . . . . . . . . . . . . . . .

$

1,686 

$ 

887 

17,523 

17,004 

45 

37 

17,568 

17,041 

Basic and diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.10 

$ 

0.05 

The potential common shares excluded from the calculation of diluted earnings per share totaled 82,000 and 
160,000 for the year ended December 31, 2010 and 2009, respectively, because their effect would be anti-dilutive.   

13.  Income Taxes  

The components of income tax expense are as follows:  

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31, 

2010

2009 

(In thousands) 

$

$

18 
1,082 

$ 

1,100 

$ 

242 
(56)

186 

Current tax expense is attributable to state taxes, federal alternative minimum tax (“AMT”), and for the 

2009 period, recognition of the settlement with the Internal Revenue Service (“IRS”) over examination issues 
arising from the Company’s acquisition of WBBC. The Company paid income, equity and franchise taxes 
totaling $223,000 and $83,000 for the years ended December 31, 2010 and 2009, respectively.  

69 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

The income tax benefit differs from the amount computed by applying the statutory federal income tax rate 

to the income before income taxes. The sources and tax effects of the differences are as follows:  

Year Ended December 31, 

2010

2009 

(In thousands) 

Provision at U.S. statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Permanent differences, primarily meals and entertainment . . . . . . . . .  
Merger expenses and true up of Merger treatment. . . . . . . . . . . . . . . . .  
Accrual of examination issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Increase to deferred tax asset tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Release of the valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

$

$ 

947 
119 
213 
135 
— 
(214) 
— 
(100) 

$

1,100 

$ 

365 
119 
171 
14 
104 
— 
313 
(900)

186 

The income tax provision for the year ended December 31, 2010 varies from the statutory tax rate due 

largely to the impact of the Company’s non-deductible expenses, primarily meals and entertainment and 
merger-related expenses, partially offset by the release of the valuation allowance established for certain of the 
Company’s deferred taxes and the generation of certain tax credits. The income tax provision for the year ended 
December 31, 2009 varies from the statutory tax rate by the partial release of the valuation allowance during 
2009, partially offset by the impact of the Company’s non-deductible expenses, a gradual shift in the destination 
of the Company’s shipments resulting in a greater apportionment of earnings and related deferred tax liabilities 
to states with higher statutory tax rates than in prior periods and the expected settlement with the IRS over its 
examination of the income tax returns for 2007 and 2008 filed by WBBC and related adjustments to deferred 
tax accounts recorded in the WBBC Merger.  

70 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Significant components of the Company’s deferred tax liabilities and assets are as follows:  

December 31, 
2010

December 31, 
2009 

(In thousands) 

Deferred tax liabilities: 

Property, equipment and leasehold improvements . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax liabilities ............................................. 

Deferred tax assets: 

Net operating losses and alternative minimum tax credit 

carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries and severance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

As Presented on the Balance Sheet: 
Long-term deferred income tax liability, net. . . . . . . . . . . . . . . . . . .
Current deferred income tax asset, net . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

$ 

11,462 
6,539 
1,093 
52 

19,146 

8,310 
828 
822 
— 
9,960 

11,343 
4,743 
1,267 
123 

17,476 

9,736 
927 
868 
(100)
11,431 

9,186 

$ 

6,045 

10,118 
932 

$ 

9,186 

$ 

7,015 
970 

6,045 

As of December 31, 2010, the Company’s deferred tax assets were primarily comprised of federal net 
operating loss carryforwards (“NOLs”) of $23.5 million, or $8.0 million tax-effected; state NOL carryforwards 
of $211,000 tax-effected; and federal and state alternative minimum tax credit carryforwards of $452,000 tax-
effected. Among other factors, in assessing the realizability of its deferred tax assets, the Company considered 
future taxable income generated by the projected differences between financial statement depreciation and tax 
depreciation, cumulative earnings generated to date and other evidence available to the Company. Based upon 
this consideration, the Company assessed that all of its deferred taxes are more likely than not to be realized, 
and as such, has not recorded a valuation allowance as of December 31, 2010. During 2010, the Company 
released in its entirety the valuation allowance of $100,000 that it had maintained as of December 31, 2009 
based upon its evalution of the realizability of the deferred tax assets as of the corresponding date. During 2009, 
the Company released $900,000 of the valuation allowance that it had maintained as of December 31, 2008. In 
both periods, the Company credited the corresponsing release of the valuation allowance to the tax provision.  

There were no unrecognized tax benefits as of December 31, 2010 or 2009. The Company does not 

anticipate significant changes to its unrecognized tax benefits within the next twelve months.  

The Company reached a settlement with the IRS during the second quarter of 2010 over outstanding 

examination issues associated with the income tax returns for 2007 and 2008 filed by WBBC. The amount 
associated with this settlement was $86,000, all of which the Company had provided for during 2009. Tax years 
that remain open for examination by the IRS include the years from 2007 through 2010. In addition, tax years 
from 1997 to 2003 may be subject to examination by the IRS and state tax jurisdictions to the extent that the 
Company utilizes these NOLs in its tax returns.  

71 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

14.  Employee Benefit Plans  

The Company sponsors a defined contribution or 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 year ended 
December 31, 2010, the Company matches 50 percent of the employee’s contributions up to six percent of 
eligible compensation. For the year ended December 31, 2009, the Company matched the employee’s 
contribution up to four percent of eligible compensation. Eligibility for the matching contribution in both years 
begins after the participant has worked a minimum of three months. The Company’s matching contributions to 
the plan vest ratably over five years of service by the employee. The Company recognized expense associated 
with matching participants’ contributions to the plan of $428,000 and $600,000 for the years ended December 
31, 2010 and 2009, respectively.  

15.  Commitments  

The Company leases 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, 2047. 
Certain leases contain renewal options for varying periods and escalation clauses for adjusting rent to reflect 
changes in price indices. Certain leases require the Company to pay for insurance, taxes and maintenance 
applicable to the leased property. Under the terms of the land lease for the New Hampshire Brewery, the 
Company holds 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, 2010 

are as follows (in thousands):  

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    

1,066 
945 
896 
725 
729 
12,679 

  $ 

17,040 

Rent expense under all operating leases, including short-term rentals as well as cancelable and 

noncancelable operating leases, totaled $2.4 million and $2.9 million for the years ended December 31, 2010 
and 2009, respectively.  

The Company leases its headquarters office space, restaurant and storage facilities located in Portland, land 

and certain equipment from two limited liability companies, both of whose members include the Company’s 
current Board Chair and a nonexecutive officer of the Company. Lease payments to these lessors totaled 
$124,000 and $118,000 for the years ended December 31, 2010 and 2009, respectively. The Company is 
responsible for taxes, insurance and maintenance associated with these leases. The lease for the headquarters 
office space and restaurant facility expires in 2034, with an extension at the Company’s option for two 10-year 
periods, while the lease for the other facilities, land and equipment expires in 2017 with an extension at the 
Company’s option for two five-year periods. Rental payments under the leases are adjusted each year to reflect 
increases in the Consumer Price Index. The rent during an extension period, if applicable, will be established at 
fair market levels at the beginning of each period. The Company holds 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 the lease term or in each of the final years of the renewal terms, as applicable.  

72 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

The Company holds 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 five percent of the Company’s shares and a nonexecutive officer of the Company. The sublease 
contracts expire on various dates through 2020, with an extension at the Company’s option for two five-year 
periods. The rent during an extension period, if applicable, will be established at fair market levels at the 
beginning of each period. Lease payments to this lessor totaled $41,000 for the year ended December 31, 2010. 
The Company is responsible for taxes, insurance and maintenance associated with these leases and subleases. 
Annual rental payments under the leases and subleases are specified per the lease and sublease contracts.  

The Company leases corporate office space to an unrelated party; however, the lease agreement expired 

during 2009. Upon expiration of the agreement, the Company continued the lease on a month-to-month basis, 
with all other terms similar to the expired lease contract. On September 1, 2010, the Company renegotiated the 
lease agreement with the lessee, the terms of which are a five-year lease term commencing upon completion of 
specified tenant improvements by the Company and an expanded occupancy by the lessee. Prior to the 
completion of the tenant improvements, the terms were similar to the expired lease contract, but continuing on a 
month to month basis. The lessee may renew the lease contract for two additional five-year periods. The 
Company completed the specified tenant improvements subsequent to December 31, 2010; therefore, the five-
year lease term commenced in 2011. The Company recognized rental income of $193,000 and $177,000 for the 
years ended December 31, 2010 and 2009, respectively. Future minimum lease rentals under the renegotiated 
lease agreement will be 2011, $226,000; 2012, $253,000; 2013, $261,000; 2014, 269,000; 2015, $277,000; and 
thereafter, $23,000.  

The Company periodically enters into commitments to purchase certain raw materials in the normal course 

of business. Furthermore, the Company has entered into purchase commitments and commodity contracts to 
ensure it has the necessary supply of malt and hops to meet future production requirements. Certain of the malt 
and hop commitments are for crop years through 2015. The Company believes that malt and hop commitments 
in excess of future requirements, if any, will not have a material impact on its financial condition or results of 
operations. The Company may take delivery of the commodities in excess of or make payments against the 
purchase commitments earlier than contractually obligated, which means the Company’s cash outlays in any 
particular year may exceed or be less than the commitment amount disclosed.  

The Company has recorded liabilities of $1.3 million at December 31, 2010 associated with purchase 
commitments for which it has already taken title to the related commodity. These amounts are excluded from 
the table below. The Company has also executed agreements with selected vendors to source its requirements 
for certain malt varieties for the years ended December 31, 2012 and 2013; however, either the quantity to be 
delivered or the full price for the commodity have 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, including the entire 
commitment as applicable, has been excluded from the table below.  

The Company has entered into multi-year sponsorship and promotional commitments with certain 

professional sports teams and entertainment companies. Generally, in exchange for its sponsorship 
consideration, the Company posts signage and provides other promotional materials at the site or the event. In 
certain instances, the Company is granted an exclusive right to provide the craft beer products at the site or 
event. The terms of these sponsorship commitments expire at various dates through the year ending December 
31, 2015.  

73 

 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

Aggregate payments under unrecorded, unconditional purchase and sponsorship commitments as of 

December 31, 2010 are as follows:  

Purchase  
Obligations 

Total Noncancelable Commitments 
Sponsorship  
Obligations 
(In thousands) 

Total 

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  $

9,129  $
2,963 
2,697 
921 
458 

952   $ 
778  
632  
452  
80  

  $

16,168  $

2,894   $ 

10,081 
3,741 
3,329 
1,373 
538 

19,062 

16.  Related-Party Transactions  

For the years ended December 31, 2010 and 2009, sales to A-B through the A-B Distribution Agreement 
totaled $114.3 million and $110.8 million, respectively, which represented 81.1% and 83.1%, respectively, of 
the Company’s sales for the corresponding period.  

For all sales made pursuant to the A-B Distribution Agreement, the Company pays A-B certain fees, 
described in further detail below, including a Margin fee (“Margin”). For the first nine months of 2010 and all 
of 2009, the Margin applied to all product shipments, except for those made under its contract brewing 
arrangements and from its retail operations and dock sales. The Company also pays an additional fee for any 
shipments that exceed shipment levels as established in the A-B Distribution Agreement (collectively with 
Margin, “Total Margin”). Pursuant to an amendment to the A-B Distribution Agreement entered into on August 
12, 2010, certain product shipments beginning in the fourth quarter of 2010 were exempted from Total Margin 
that would otherwise have been payable by the Company to A-B. For the years ended December 31, 2010 and 
2009, the Company paid fees of $5.6 million and $5.8 million, respectively, related to Total Margin. These fees 
are reflected as a reduction of sales in the Company’s consolidated statements of income.  

Also included in the A-B Distribution Agreement are fees associated with administration and handling, 
including invoicing costs, staging costs, cooperage handling charges and inventory manager fees. These fees 
totaled approximately $373,000 and $394,000 for the years ended December 31, 2010 and 2009, respectively, 
and are reflected in cost of sales in the Company’s consolidated statements of income.  

In certain instances, the Company shipped its product to A-B wholesaler support centers (“WSCs”) than 
directly to the wholesaler. WSCs consolidated small wholesaler orders for the Company’s products with orders 
of other A-B products prior to shipping to the wholesaler. WSC fees for these shipments totaled $163,000 and 
$418,000 for the years ended December 31, 2010 and 2009, respectively, and are charged to cost of sales in the 
Company’s consolidated statements of income.  

Under a separate agreement, the Company purchased certain materials, primarily bottles and other packaging 
materials, through A-B totaling $22.6 million in 2009. During 2009, the Company also paid A-B amounts totaling 
$63,000 for media purchases and advertising services. For 2010, the Company procured these materials and services 
from third party vendors and did not make similar purchases for materials or services from A-B during the year.  

The Company entered into a purchase and sale agreement with A-B for the purchase of the Pacific Ridge 

brand, trademark and related intellectual property. In consideration, the Company agreed to pay A-B an annual 
royalty based upon the Company’s shipments of this brand, expiring in 2023. Royalties of $48,000 and $66,000 
are reflected in cost of sales in the Company’s consolidated statements of income for the years ended December 
31, 2010 and 2009, respectively.  

74 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRAFT BREWERS ALLIANCE, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued) 

In connection with the shipment of its draft products per the A-B Distribution Agreement, the Company 

collects refundable deposits on its kegs from A-B’s wholesalers. As these wholesalers generally hold an 
inventory of the Company’s kegs at their warehouse and in retail establishments, A-B assists in monitoring the 
inventory of kegs received by its wholesalers. The wholesaler pays a flat fee to the Company for each keg 
determined to be lost and also forfeits the deposit. For the years ended December 31, 2010 and 2009, the 
Company reduced its brewery equipment by $364,000 and $259,000, respectively, for amounts received in lost 
keg fees and forfeited deposits.  

The Company periodically will lease kegs from A-B pursuant to a separate agreement. Lease and handling 

fees of $23,000 and $48,000 are reflected in cost of sales for the years ended December 31, 2010 and 2009, 
respectively.  

As of December 31, 2010 and 2009, net amounts due from A-B of $3.9 million and $1.8 million, 

respectively, were outstanding.  

The Company has entered into several lease arrangements with lessors whose members include related 

parties to the Company. See Note 15, “Commitments.”  

For the years ended December 31, 2010 and 2009, the Company earned alternating proprietorship fees of 
$4.8 million and $5.0 million, respectively, by leasing the Oregon Brewery to Kona and $5.0 million and $5.7 
million, respectively, by selling raw materials and packaging products to Kona. These fees are recorded as sales 
revenues in the Company’s statements of income for the corresponding periods. The Company also charged rent 
to Kona for its use of kegs for products that are distributed to Hawaii, as these sales are outside of the 
Company’s distribution agreement with Kona. Cooperage rental fees of $97,000 and $107,000 were charged to 
Kona for the years ended December 31, 2010 and 2009, respectively. These fees were credited to cost of sales 
for the corresponding periods.  

At December 31, 2010 and 2009, the Company had net amounts due to FSB of $3.3 million and $2.3 
million, respectively. At December 31, 2009, the Company had a net amount due to Kona of $374,000. At 
December 31, 2009, the Company had outstanding receivables due from KBC of $57,000. As a result of the 
KBC Merger, there were no outstanding receivables and payables balances among the Company, KBC, and 
Kona at December 31, 2010. See Notes 6 and 11.  

As a result of the KBC Merger, the Company assumed a note payable with a related party. See Note 8, 

“Debt and Capital Lease Obligations.”  

17.  Subsequent Events  

On March 27, 2011, the Company executed a binding term sheet (the “Term Sheet”) with A-B, relating to 
Company’s investment in FSB. A-B had previously entered into an equity purchase agreement (the “Purchase 
Agreement”) dated as of February 18, 2011, with Goose Holdings, Inc. (“GHI”), under which GHI had agreed 
to sell its 58 percent equity interest in FSB. The Compay holds a right of first refusal under the operating 
agreement among FSB, GHI and CBA that permitted it to purchase GHI’s interest in FSB on the same terms 
and conditions as set forth in the Purchase Agreement. A copy of the Term Sheet was included as an exhibit to 
the Company’s current report on Form 8-K filed with the SEC on March 28, 2011.  

Pursuant to the Term Sheet, the Company has agreed to sell its equity interest in FSB to A-B and not to 
exercise its right of first refusal under the operating agreement with FSB. A-B has agreed to pay $16.3 million 
in cash for the Company’s equity interest in FSB in accordance with the terms and conditions in the Purchase 
Agreement and an additional $150,000 in respect of transaction costs. A-B has further agreed to reductions in 
Total Margin for the remaining term of the A-B Distribution Agreement, as well as any renewal term, to allow 
the Company to use an alternate distribution network in the event the Company purchases additional beer 
brands in the future, and to provide the Company with greater flexibility with respect to future acquisitions or 
divestitures of assets without obtaining A-B’s prior consent. A-B also agreed to provide enhanced selling 
support for the Company’s brands. 

75 

 
 
 
 
 
 
 
 
 
 
 
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure  

None.  

Item 9A. Controls and Procedures  

Disclosure Controls and Procedures  

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, 
carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls 
and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)) as of the end of the period covered by 
this Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that 
the Company’s disclosure controls and procedures are effective at the reasonable assurance level.  

The Company maintains disclosure controls and procedures that are designed to ensure that information 

required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, 
summarized and reported within the time periods specified in the rules and forms promulgated by the Securities 
and Exchange Commission (“SEC”) and that such information is accumulated and communicated to 
management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow 
timely decisions regarding required disclosure. Management believes that key controls are in place and the 
disclosure controls are functioning effectively at the reasonable assurance level as of December 31, 2010.  

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 costs 
associated with controls must be proportionate to their costs. Notwithstanding these limitations, the Company’s 
management believes that its disclosure controls and procedures provide reasonable assurance that the 
objectives of its control system are being met.  

Changes in Internal Control Over Financial Reporting  

During the fourth quarter of 2010, no changes in the Company’s 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, the Company’s internal control over financial 
reporting.  

Report of Management on Internal Control over Financial Reporting  

The Company’s management is responsible for establishing and maintaining adequate internal control over 

financial reporting in accordance with Exchange Act Rule 13a-15(f). The Company’s internal control system 
was designed to provide reasonable assurance to the Company’s 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 the 
Company’s financial statements would be prevented or detected.  

The Company’s management assessed the effectiveness of the Company’s internal control over financial 

reporting based on the framework and criteria established in Internal Control — Integrated Framework, issued 
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, 
management concluded that the Company’s internal control over financial reporting was effective as of 
December 31, 2010, at the reasonable assurance level.  

This annual report does not include an attestation report of the Company’s independent registered public 

accounting firm regarding internal control over financial reporting. Management’s report was not subject to 
attestation by the Company’s registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform 
and Consumer Protection Act, which exempts non-accelerated filers, such as the Company, from Section 404 
(b) of the Sarbanes-Oxley Act of 2002.  

76 

 
 
 
 
 
 
 
 
 
 
Item 9B. Other Information  

None.  

Item 10. Directors, Executive Officers and Corporate Governance  

PART III 

The response to this Item is contained in part in the Company’s definitive proxy statement for its 2011 
Annual Meeting of Stockholders to be held on May 25, 2011 (the “2011 Proxy Statement”) under the captions 
“Board of Directors,” “Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” 
and the information contained therein is incorporated herein by reference.  

Information regarding executive officers is set forth herein in Part I, under the caption -” —Executive 

Officers of the Company.”  

Code of Conduct  

The Company has adopted a Code of Conduct and Ethics (the “Code”) applicable to all employees, 
including the 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 the Company’s website at 
www.Craftbrewers.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 Brewers Alliance, Inc., 929 N. Russell Street, Portland, OR 97227. Any waivers of the Code for the 
Company’s directors or executive officers are required to be approved by the Board of Directors. The Company 
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  

The response to this Item is contained in the 2011 Proxy Statement under the captions “Executive 
Compensation,” “Director Compensation” and “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, 2010 of all of the Company’s plans that provide for the 

issuance of equity securities as compensation. See Note 10 to the Consolidated Financial Statements — 
Common Stockholders’ Equity for additional discussion.  

Number to be Issued 
Upon Exercise of 
Outstanding Options 
and Rights 
(a) 

Weighted Average 
Exercise Price of 
Outstanding Options 
and Rights 
(b) 

Number of Securities 
Remaining Available 
for Future Issuance 
under Equity 
Compensation Plans 
(Excluding securities 
reflected 
in column (a)) (c) 

219,000 

$

— 

219,000 

$

3.14 

— 

3.14 

706,320 

— 

706,320 

Plan Category 
Equity compensation plans approved by 

security holders . . . . . . . . . . . . . . . . . . . . .    
Equity compensation plans not approved 
by security holders . . . . . . . . . . . . . . . . . .    
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    

77 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The remaining response to this Item is contained in part in the 2011 Proxy Statement under the caption 
“Security Ownership of Certain Beneficial Owners and Management,” and the information contained therein is 
incorporated herein by reference.  

Item 13. Certain Relationships and Related Transactions, and Director Independence  

The response to this Item is contained in the 2011 Proxy Statement under the caption “Related Person 
Transactions” and “Board of Directors – Director Independence” and the information contained therein is 
incorporated herein by reference.  

Item 14. Principal Accountant Fees and Services  

The response to this Item is contained in the 2011 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  

(a) The following documents are filed as part of this report:  

1. Consolidated Financial Statements 

Report of Moss Adams LLP, Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . .     
Consolidated Balance Sheets as of December 31, 2010 and 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
Consolidated Statements of Income for the Years Ended December 31, 2010 and 2009. . . . . . . . .     
Consolidated Statements of Common Stockholders’ Equity for the Years Ended December 31, 

2010 and 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 . . . . .     
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     

Page
46 
47 
48 
49 

50 
51 

2. 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.  

78 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 31, 2011.  

Craft Brewers Alliance, Inc. 

By:  /s/ Joseph K. O’Brien 
Joseph K. O’Brien 

  Controller and Chief 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 and on the dates indicated.  

Signature 

Title 

  Date 

/s/ TERRY E. MICHAELSON 
  Terry E. Michaelson 

  Chief Executive Officer 

  March 31, 2011 

(Principal Executive Officer) 

/s/ MARK D. MORELAND 
  Mark D. Moreland 

/s/ JOSEPH K. O’BRIEN 
Joseph K. O’Brien 

* 

  Kurt R. Widmer 

* 

  Timothy P. Boyle 

* 

  Marc J. Cramer 

* 

  Andrew R. Goeler 

* 

  Kevin R. Kelly 

* 

  David R. Lord 

* 

John D. Rogers, Jr. 

*By:  /s/ MARK D. MORELAND 

  Mark D. Moreland, 
as attorney in fact 

  Chief Financial Officer and Treasurer   March 31, 2011 

(Principal Financial Officer) 

  Controller 

  March 31, 2011 

(Principal Accounting Officer) 

  Chairman of the Board and Director 

  March 31, 2011 

  Director 

  March 31, 2011 

  Director 

  March 31, 2011 

  Director 

  March 31, 2011 

  Director 

  March 31, 2011 

  Director 

  March 31, 2011 

  Director 

  March 31, 2011 

79 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number 
2.1 

2.2 

3.1 

3.2 
10.1* 

10.2* 

10.3* 

10.4* 

10.5* 

10.6* 

10.7* 

10.8* 

10.9* 

10.10* 

10.11* 

10.12* 

10.13* 

10.14* 

10.15* 

10.16* 

Exhibit Index 

Description 
Agreement and Plan of Merger between the Registrant and Kona Brewing Co., Inc. and related 
parties dated July 31, 2010 (incorporated by reference from Exhibit 2.1 to the Registrant’s Current 
Report on Form 8-K filed on August 3, 2010) 
Equity Purchase Agreement by and among each of the members of Fulton Street Brewery, LLC, 
as Sellers, and A-B, as Purchaser, dated as of February 18, 2011 
Restated Articles of Incorporation of the Registrant, dated July 1, 2008 (incorporated by reference 
from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 2, 2008) 
Amended and Restated Bylaws of the Registrant, dated December 1, 2010 
1992 Stock Incentive Plan, approved October 20, 1992, as amended October 11, 1994 and May 
25, 1995 (incorporated by reference from Exhibit 10.16 to the Registrant’s Registration Statement 
on Form S-1, No. 33-94166) 
Amendment dated as of February 27, 1996 to the 1992 Stock Incentive Plan, as amended 
(incorporated by reference from Exhibit 10.31 to the Registrant’s Form 10-Q for the quarter ended 
June 30, 1996 (File No. 0-26542) (“1996 Form 10-Q”)) 
Amendment dated as of July 25, 1996 to 1992 Stock Incentive Plan, as amended (incorporated by 
reference from Exhibit 10.33 to the 1996 Form 10-Q) 
Form of Incentive Stock Option Agreement for the 1992 Stock Incentive Plan, as amended 
(incorporated by reference from Exhibit 10.8 to the Registrant’s Form 10-K for the year ended 
December 31, 2004) 
2002 Stock Option Plan (incorporated by reference from Exhibit A to the Registrant’s Proxy 
Statement for its 2002 Annual Meeting of Shareholders (File No. 0-26542) 
Form of Stock Option Agreement (Directors Grants) for the 2002 Stock Option Plan (incorporated 
by reference from Exhibit 10.10 to the Registrant’s Form 10-K for the year ended December 31, 
2004) 
Form of Nonqualified Stock Option Agreement (Executive Officer Grants) for the 2002 Stock 
Option Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the 
quarter ended September 30, 2010) 
2007 Stock Incentive Plan (incorporated by reference from Appendix B to the Registrant’s Proxy 
Statement for its 2007 Annual Meeting of Shareholders) 
Form of Nonstatutory Stock Option Agreement (Executive Officer Grants) for the 2007 Stock 
Incentive Plan (incorporated by reference from Exhibit 10.3 to the Registrant’s Form 10-Q for the 
quarter ended June 30, 2010) 
2010 Stock Incentive Plan (incorporated by reference from Appendix B to the Registrant’s Proxy 
Statement for its 2010 Annual Meeting of Shareholders) 
Form of Nonqualified Stock Option Agreement (Executive Officer Grants) for the 2010 Stock 
Incentive Plan 
Letter of Agreement between the Registrant and Terry E. Michaelson dated March 29, 2010 
(incorporated by reference from Exhibit 10.14 to the Registrant’s Form 10-K for the year ended 
December 31, 2009) 
Letter of Agreement between the Registrant and Mark D. Moreland dated March 29, 2010 
(incorporated by reference from Exhibit 10.15 to the Registrant’s Form 10-K for the year ended 
December 31, 2009) 
Letter of Agreement between the Registrant and V. Sebastian Pastore dated March 29, 2010 
(incorporated by reference from Exhibit 10.16 to the Registrant’s Form 10-K for the year ended 
December 31, 2009) 
Letter of Agreement between the Registrant and Martin J. Wall, IV dated March 29, 2010 
(incorporated by reference from Exhibit 10.17 to the Registrant’s Form 10-K for the year ended 
December 31, 2009) 
Letter of Agreement between the Registrant and Danielle Katcher dated March 29, 2010 
(incorporated by reference from Exhibit 10.18 to the Registrant’s Form 10-K for the year ended 
December 31, 2009) 

80 

 
 
 
10.17* 

10.18* 

10.19* 

10.20* 

10.21* 

10.22* 

10.23* 

10.24* 
10.25† 

10.26 

10.27 

10.28 

10.29 

10.30 

10.31 

10.32† 

10.33 
10.34 

10.35 

10.36 

Letter of Agreement between the Registrant and Kurt Widmer dated May 26, 2010 (incorporated 
by reference from Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2010)
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) 
Non-Competition and Non-Solicitation Agreement dated June 30, 2008 between the Registrant 
and Kurt Widmer (incorporated by reference from Exhibit 10.10 to the Registrant’s Current 
Report on Form 8-K filed on July 2, 2008) 
Non-Competition and Non-Solicitation Agreement dated June 30, 2008 between the Registrant 
and Robert Widmer (incorporated by reference from Exhibit 10.11 to the Registrant’s Current 
Report on Form 8-K filed on July 2, 2008) 
Non-Competition and Non-Solicitation Agreement dated October 1, 2010 between the Registrant 
and W. Cameron Healy (incorporated by reference from Exhibit 10.2 to the Registrant’s Current 
Report on Form 8-K filed on October 6, 2010) 
Non-Competition and Non-Solicitation Agreement dated October 1, 2010 between the Registrant 
and Mattson Davis (incorporated by reference from Exhibit 10.3 to the Registrant’s Current 
Report on Form 8-K filed on October 6, 2010) 
Summary of Compensation Arrangements for Non-Employee Directors (incorporated by reference 
from Exhibit 10.23 to the Registrant’s Form 10-K for the year ended December 31, 2009) 
Summary of Annual Cash Incentive Bonus Plan for Executive Officers 
Services Agreement dated January 1, 2009 between the Registrant and Kona Brewery LLC 
(incorporated by reference from Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended 
September 30, 2010) 
Sublease between Pease Development Authority as Sublessor and the Registrant as Sublessee, 
dated May 30, 1995 (incorporated by reference from Exhibit 10.11 to the Registrant’s Registration 
Statement on Form S-1, No. 33-94166) 
Loan Agreement dated as of July 1, 2008 between Registrant and Bank of America, N.A. 
(incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed 
on July 7, 2008) 
Loan Modification Agreement dated November 14, 2008 to Loan Agreement dated July 1, 2008 
between Registrant and Bank of America, N.A. (incorporated by reference from Exhibit 10.1 to 
the Registrant’s Form 10-Q for the quarter ended September 30, 2008) 
Second Loan Modification Agreement dated June 8, 2010 to the Loan Agreement dated July 1, 
2008 between the Registrant and Bank of America, N.A. (incorporated by reference from Exhibit 
10.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2010) 
Third Loan Modification Agreement dated September 30, 2010 to the Loan Agreement dated July 
1, 2008 between the Registrant and Bank of America, N.A. (Incorporated by reference from 
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 6, 2010) 
Exchange and Recapitalization Agreement dated as of June 30, 2004 between the Registrant and 
Anheuser-Busch, Incorporated (“A-B”) (incorporated by reference from Exhibit 10.1 to the 
Registrant’s Current Report on Form 8-K filed on July 2, 2004) 
Master Distributor Agreement dated as of July 1, 2004 (“Master Distributor Agreement”) between 
the Registrant and A-B (incorporated by reference from Exhibit 10.2 to the Registrant’s Current 
Report on Form 8-K filed on July 2, 2004) 
Amendment dated July 25, 2008 to Master Distributor Agreement between the Registrant and A-B
Second Amendment dated August 6, 2010 to Master Distributor Agreement between the 
Registrant and A-B (incorporated by reference from Exhibit 10.5 to the Registrant’s Form 10-Q 
for the quarter ended June 30, 2010) 
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) 
Consent and Amendment dated as of July 1, 2008 among the Registrant, Widmer Brothers 
Brewing Company, Craft Brands Alliance LLC, and A-B (incorporated by reference from Exhibit 
10.1 to the Registrant’s Current Report on Form 8-K filed on July 2, 2008) 

81 

 
 
10.37 

10.38 

10.39 

10.40 

10.41 

10.42† 

10.43 

10.44 

21.1 
23.1 
24.1 
31.1 

31.2 

32.1 

99.1 

* 
† 

Master Lease Agreement dated as of June 6, 2007 between Banc of America Leasing & Capital, 
LLC and Widmer Brothers Brewing Company (incorporated by reference to Exhibit 10.2 from 
Amendment No. 1 to the Registrant’s Registration Statement on Form S-4, No. 333-149908 filed 
on May 1, 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., 
Inc. 
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 
Term Sheet between A-B and the Registrant, dated March 27, 2011 (incorporated by reference 
from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 28, 2011) 
Subsidiaries of the Registrant 
Consent of Moss Adams LLP, Independent Registered Public Accounting Firm 
Power of Attorney – Directors of Craft Brewers Alliance, Inc. 
Certification of Chief Executive Officer of Craft Brewers Alliance, Inc. pursuant to Section 302 of 
the Sarbanes-Oxley Act of 2002 
Certification of Chief Financial Officer of Craft Brewers Alliance, Inc. pursuant to Section 302 of 
the Sarbanes-Oxley Act of 2002 
Certification of Form 10-K for the year ended December 31, 2010 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 31, 2011 

Denotes a management contract or a compensatory plan or arrangement. 
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 

82 

 
 
 
 
 
Craft Brewers Alliance, Inc. 

Board of Directors 
Kurt R. Widmer 
Chairman of the Board 
Craft Brewers Alliance, Inc. 

Executive Officers 
Terry E. Michaelson 
Chief Executive Officer 

Timothy P. Boyle 
President and Chief Executive Officer 
Columbia Sportswear, Inc. 

Mark D. Moreland 
Chief Financial Officer and Treasurer 

Marc J. Cramer 
Finance Director 
The Bill Healy Foundation 

Andrew R. Goeler 
Vice-President, Import, Craft and 
Specialty Group 
Anheuser-Busch, Incorporated 

Danielle A. Katcher 
Vice President, Marketing 

V. Sebastian Pastore 
Vice President, Brewing Operations and 
Technology 

Kevin R. Kelly 
Chief Executive Officer 
First Call Heating and Cooling, Inc. 

Martin J. Wall, IV 
Vice President, Sales 

Corporate Headquarters 
Craft Brewers Alliance, Inc. 
929 N. Russell Street  
Portland, Oregon 97227 
(503) 331-7270/(503) 281-1496 (fax) 
Website  www.craftbrewers.com 

2011 Annual Shareholder Meeting
May 25, 2011 1:00 p.m. PDT 
at the Portland, Oregon Brewery 
924 N. Russell Street 
Portland, Oregon 97227 

Stock Transfer Agent 
For questions regarding address 
changes, lost certificates or change in 
registered ownership, contact: 
BNY Mellon Shareholder Services 
P.O. Box 358015 
Pittsburgh, PA 15252 
(877) 255-1004 
www.bnymellon.com/shareowner/isd 

Stock Exchange Listing 
NASDAQ – Global Market  
under the symbol – “HOOK” 

Independent Registered Public 
Accounting Firm   
Moss Adams LLP 

Corporate Counsel 
MillerNash LLP, attorneys at law 

Brewery & Pub Locations 

The Oregon Brewery 
 924 N. Russell Street 
Portland, OR  97227 
(503) 331-7270 
Gast Haus Restaurant and Pub  Cataqua Public House 
Widmer Brothers Branded 

The New Hampshire Brewery
35 Pease Drive 
Portsmouth, NH 03801 
(603) 430-8600  

Redhook Branded 

The Washington Brewery 
14300 N.E. 145th Street 
Woodinville, WA 98072  
(425) 483-3232 
Forecasters Public House 
Redhook Branded 

David R. Lord 
Vice-Chairman 
Pioneer Newspapers, Inc. 

John D. Rogers, Jr. 
Managing Partner  
J4 Ranch LLC 

The Hawaiian Brewery 
75-5629 Kuakini Highway 
Kailua-Kona, HI 96740 
(808) 334-2739 
Kona Pub & Brewery 
Kailua-Kona, Hawaii 

Koko Marina Pub 
Hawaii Kai, Oahu 
Both Kona Brewing Branded 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Craft Brewers Alliance, Inc. 
929 N. Russell Street 
Portland, OR 97227