-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADsbvc2ojuFVR0LUTuLNLqURL0q2lmz0vGNLG9P+yWgwMjQbM8mPAsAR2AT6wfWz N//aQSsKpaw2AV3AiqoqZQ== 0001188112-05-000624.txt : 20050401 0001188112-05-000624.hdr.sgml : 20050401 20050401165329 ACCESSION NUMBER: 0001188112-05-000624 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 EFFECTIVENESS DATE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENDOCINO BREWING CO INC CENTRAL INDEX KEY: 0000919134 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 680318293 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13636 FILM NUMBER: 05726209 BUSINESS ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 BUSINESS PHONE: 7077441015 MAIL ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 NT 10-K 1 tnt10k-1234.txt NT 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING Commission File Number 1-13636 ------- (Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For period ended December 31, 2004 ----------------- [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] 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: _________________________________ 1 PART I REGISTRANT INFORMATION Full name of registrant Mendocino Brewing Company, Inc. ------------------------------- Former name if applicable Not Applicable -------------- Address of principal executive office (STREET AND NUMBER) 1601 Airport Road ------------------ City, state and zip code Ukiah, CA 95482 --------------- PART II RULE 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; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N- CSR, or portion [X] thereof, will be filed on or before the fifteenth 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 The registrant's principal subsidiary, United Breweries International (UK) Limited ("UBI") and UBI's own subsidiary UBSN, Ltd., operate primarily in the United Kingdom, and provide the registrant with independently audited annual financial statements. This year, due to late-arising issues affecting those subsidiaries, those financial statements were not made available to the registrant in a timely fashion. Although the registrant believes that it has now received the substance of these financial statements, the actual report, signed by the auditors, had not been received as of the date of this filing. That delay, coupled with the unaccustomed additional burden of filing its Annual Report for the first time on Form 10-K instead of Form 10-KSB, has caused the 2 registrant significant difficulties in preparing its Annual Report in a timely manner. The registrant is also in the process of addressing certain ongoing liquidity issues. It is a party to a credit agreement which is scheduled to expire on April 30, 2005, and a borrower under a temporary loan which is expected to expire on or about April 30, 2005. Both the credit agreement and the loan in question are secured by substantially all of the registrant's assets. Additionally, on July 31, 2003, the Company entered into a payment plan with Mendocino County to settle certain claims of the County related to delinquent property taxes. The balance of the overdue taxes and related charges is due to be paid in four annual installments, of $143,000 each, the next of which is due on or before April 10, 2005. Failure to make the tax payment when due would constitute a breach of the registrant's agreement with the County, and because of the County's ability to sell the Ukiah property to satisfy a delinquency, failure to settle these tax issues (including payments due under the payment plan) could have a serious adverse effect on the Company's business and financial condition. The Company is currently in discussions with potential new lenders which may provide financing to replace the existing loan and credit facility, and to provide funds with which to satisfy the Company's obligations to the County. While management believes that it is likely to be successful in extending its existing loan agreements or in refinancing them, a failure to do so would have a significant impact on the Company's liquidity and operations. The registrant is engaged in ongoing discussions with its independent auditors as to the effect of these issues on the registrant's financial statements and the auditor's ability to provide an unqualified independent report thereon. In addition to its continuing discussions with these current and potential lenders, the registrant is also currently in the process of attempting to obtain some form of credit enhancement, from one or more of its affiliates. There can be no assurance, however, that its efforts in this regard will be successful. For the above reasons, the registrant is unable to timely file its annual report on Form 10-K for the year ended December 31, 2004, without unreasonable effort or expense. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. N. Mahadevan, Chief Financial Officer (707) 463-2087 ---------------------------------------------------- (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 3 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 the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof ? [ ] Yes [X] No MENDOCINO BREWING COMPANY, INC. ------------------------------------------------------ (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 1, 2005 By: ------------------------------------ N. Mahadevan Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----