SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 23, 2006 (March 17, 2006)
Date of Report (Date of earliest event reported)
REDHOOK ALE BREWERY, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Washington 0-26542 91-1141254
(State or Other Jurisdiction (Commission file number) (I.R.S. Employer
of Incorporation) Identification No.)
14300 NE 145th Street, Suite 210
Woodinville, Washington 98072
(Address of Principal Executive Offices, Zip Code)
(425) 483-3232
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On February 8, 2006, Redhook Ale Brewery, Incorporated ("the Company") furnished
a Form 8-K to the Securities and Exchange Commission incorporating a press
release that announced the Company's unaudited financial results for the quarter
and fiscal year ended December 31, 2005. As discussed in Item 4.02 below, the
Company now expects to restate and revise its results of operations and
financial information for the quarter and fiscal year ended December 31, 2004.
The information in this Item 2.02 of this Form 8-K shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On March 17, 2006, management and the audit committee of the board of directors
of the Company (the "Audit Committee") concluded that the financial statements
of the Company included in its Annual Report on Form 10-K for the year December
31, 2004 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,
2005, June 30, 2005 and September 30, 2005 should no longer be relied upon. In
addition, the Company's previously issued earnings release dated February 8,
2006 announcing financial results for the quarter and year quarter ended
December 31, 2005 should also no longer be relied upon. The Company
inadvertently overstated its net operating tax loss carryforwards ("NOLs") with
the state of New Hampshire by recording NOLs in excess of limits prescribed by
state law. The error resulted in a $301,000 non-cash understatement of the
Company's income tax provision for the quarter and year ended December 31, 2004
and an overstatement of the Company's deferred tax asset, which was netted
against the Company's deferred income tax liability on the Company's balance
sheet as of December 31, 2004. The $301,000 restatement adjustment affected the
following items in the Company's financial statements as of and for the year
ended December 31, 2004:
As
Previously
Reported Adjustment As Restated
Balance Sheet
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Deferred Income Taxes, Net $ 468,798 $ 301,000 $ 769,798
Total Liabilities and Common Stockholders'
Equity 74,128,224 -- 74,128,224
Statement of Operations
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Income Tax Provision (Benefit) 30,000 301,000 331,000
Net Income (Loss) (953,894) 301,000 (1,254,894)
2
Basic and Diluted Earnings (Loss) Per
Share (0.14) (0.04) (0.18)
Statement of Common Stockholders' Equity
------------------------------------------
Retained Earnings (Deficit) (7,341,112) 301,000 (7,642,112)
Total Common Stockholders' Equity 61,461,595 301,000 61,160,595
Statement of Cash Flows
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Net Cash Provided by Operating Activities 2,156,392 -- 2,156,392
The Company will restate its financial statements for the year and quarter ended
December 31, 2004 and the interim periods ended March 31, 2005, June 30, 2005
and September 30, 2005 to correct the error. The Company intends to effect the
restatement through filing its 2005 Annual Report on Form 10-K and through
filing amended Quarterly Reports on Form 10-Q for each of the first three
quarters of 2005.
The Audit Committee and the management of the Company discussed the matters
disclosed in this filing with Moss-Adams LLP, the Company's independent
accountants.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REDHOOK ALE BREWERY,
INCORPORATED
Dated: March 23, 2006 By: /s/ DAVID J.MICKELSON
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David J. Mickelson
Principal Financial Officer