UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 SEC File Number 1-13636
CUSIP Number: 586579 10 4
NOTIFICATION OF LATE FILING
(Check One):|X| Form 10-K and Form 10-KSB |_| Form 11-K |_| Form 20-F
|_| Form 10-Q |_| Form N-SAR
For the Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:__________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________
PART I -- REGISTRANT INFORMATION
Mendocino Brewing Company, Inc.
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Full Name of Registrant
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Former Name if Applicable
P.O. Box 400, 13351 South Highway 101
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Address of Principal Executive Office (Street and Number)
Hopland, California 95440-0400
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable
| effort or expense;
|
|X| | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, 20-F, 11-K or N-SAR, or portion
| thereof, will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof
| will be filed on or before the fifth calendar day following
| |the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Registrant was advised by its auditing firm that the auditing firm was
unable to finalize the audit for the year end pending receipt and
analysis of additional information. Attached hereto is a letter from
Moss Adams LLP, the Registrant's accounting firm confirming the within.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Nelson D. Crandall 415-462-4700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation
for the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? |X| Yes |_| No
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If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Mendocino Brewing's financial performance during 1996 was characterized
by increased sales and gross profits from brewing operations and
decreased cost of goods sold as a percentage of net sales, offset by
increased marketing expenses, increased administrative expenses
attributable to the Company's expansion plan and the cost of being a
public company, and the aggregate net effect of certain one-time gains,
certain one-time losses, and decreasing interest earnings from the net
proceeds of the Company's initial public offering. The following
amounts represent a reasonable estimate of results of operations for
1996 but are subject to final audit adjustments. Sales for 1996 were
$4,004,700 compared to $3,735,100 for 1995. Cost of goods sold for 1996
was 49.7% of net sales compared to 51.8% in 1995. Gross profit for 1996
was $1,930,000 compared to $1,720,000 for 1995. Operating expense for
1996 was $2,102,300 compared to $1,537,300 for 1995. Other income
(expense) for 1996 was a net expense of $29,700 compared to net income
of $143,900 in 1995. Net income (loss) for 1996 was a loss of $123,800
compared to net income of $173,700 in 1995.
Mendocino Brewing Company, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
March 28, 1997 /s/ Norman H. Franks
Date: ----------------------- By ----------------------------------------
Norman H. Franks
Vice President and Chief Financial Officer
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)
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<PAGE>
March 28 1997
Mendocino Brewing Company, Inc.
13351 South Highway 101, P.O. Box 400
Hopland, CA 95449-0400
Attention: Mr. Michael Laybourn
Re: Mendocino Brewing Company, Inc.
Dear Mr. Laybourn:
Please be advised that we are not able to complete our audit of your financial
statements to permit you to complete and file your Form 10-KSB for the fiscal
year ended December 31, 1996 inasmuch as we do not yet have sufficient
information to complete the evaluation and analysis we need to complete our
audit. However, we anticipate that such information will be received shortly,
which will permit us to complete our audit by the second week of April 1997.
We understand that you will include this statement in the Notification of Late
Filing under Rule 12b-25 which you are filing with the Securities and Exchange
Commission and we hereby consent to such inclusion.
Very truly yours,
MOSS ADAMS LLP
By: /s/ W. Arthur King
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W. Arthur King
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