##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Quarterly Period Ended March 31, 2008
 OR
 o
    
    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
 REDHOOK ALE BREWERY, INCORPORATED
  Washington
(State or other jurisdiction of 
incorporation or organization)
    
    91-1141254
(I.R.S. Employer
Identification No.)
 14300 NE 145 th Street, Suite 210
Woodinville, Washington 98072-9045
 (425) 483-3232
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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##### 



REDHOOK ALE BREWERY, INCORPORATED
FORM 10-Q
For The Quarterly Period Ended March 31, 2008
 TABLE OF CONTENTS
 PagePART I. Financial InformationITEM 1.
    
    Financial StatementsBalance Sheets as of March 31, 2008 and December 31, 2007
    
    3Statements of Operations for the Three Months Ended March 31, 2008 and 2007
    
    4Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
    
    5Notes to Financial Statements
    
    6ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    14ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    31ITEM 4T.
    
    Controls and Procedures
    
    31PART II. Other InformationITEM 1.
    
    Legal Proceedings
    
    31ITEM 1A.
    
    Risk Factors
    
    31ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    31ITEM 3.
    
    Defaults Upon Senior Securities
    
    32ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    32ITEM 5.
    
    Other Information
    
    32ITEM 6.
    
    Exhibits
    
    32EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 31.3EXHIBIT 32.1EXHIBIT 32.2EXHIBIT 32.3
  2




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##### Table of Contents



PART I.
 
 ITEM 1. Financial Statements
 
 REDHOOK ALE BREWERY, INCORPORATED
BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,112,225
    
    
    $
    5,526,843Accounts receivable, net of allowance for doubtful accounts of
$104,224 and $95,243 in 2008 and 2007, respectively
    
    
    2,852,969
    
    
    
    3,892,737Trade receivable from Craft Brands
    
    
    464,420
    
    
    
    670,469Inventories, net
    
    
    3,049,793
    
    
    
    2,927,518Deferred income tax asset, net
    
    
    1,004,359
    
    
    
    944,361Other
    
    
    1,132,347
    
    
    
    1,043,034Total current assets
    
    
    14,616,113
    
    
    
    15,004,962Fixed assets, net
    
    
    56,154,535
    
    
    
    55,862,297Investment in Craft Brands
    
    
    649,838
    
    
    
    415,592Other assets
    
    
    152,825
    
    
    
    107,489Total assets
    
    $
    71,573,311
    
    
    $
    71,390,340LIABILITIES AND COMMON STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,386,632
    
    
    $
    3,148,613Trade payable to Craft Brands
    
    
    888,642
    
    
    
    416,116Accrued salaries, wages and payroll taxes
    
    
    1,269,050
    
    
    
    1,524,240Refundable deposits
    
    
    3,954,820
    
    
    
    3,500,200Other accrued expenses
    
    
    681,445
    
    
    
    686,261Current portion of capital lease obligations
    
    
    15,719
    
    
    
    15,498Total current liabilities
    
    
    10,196,308
    
    
    
    9,290,928Capital lease obligations, net of current portion
    
    
    27,105
    
    
    
    31,118Deferred income tax liability, net
    
    
    1,555,504
    
    
    
    1,762,428Other liabilities
    
    
    239,211
    
    
    
    226,123Common stockholders equity:Common stock, par value $0.005 per share, authorized, 50,000,000
shares; issued and outstanding, 8,359,239 shares in 2008 and
8,354,239 shares in 2007
    
    
    41,796
    
    
    
    41,771Additional paid-in capital
    
    
    69,323,668
    
    
    
    69,303,848Retained earnings (deficit)
    
    
    (9,810,281
    )
    
    
    (9,265,876
    )Total common stockholders equity
    
    
    59,555,183
    
    
    
    60,079,743Total liabilities and common stockholders equity
    
    $
    71,573,311
    
    
    $
    71,390,340
 The accompanying notes are an integral part of these financial statements.
 3




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##### Table of Contents



REDHOOK ALE BREWERY, INCORPORATED
STATEMENTS OF OPERATIONS
 Three Months Ended March 31,2008
    
    
    2007Sales
    
    $
    10,446,266
    
    
    $
    9,556,932Less excise taxes
    
    
    1,073,437
    
    
    
    1,013,970Net sales
    
    
    9,372,829
    
    
    
    8,542,962Cost of sales
    
    
    8,995,126
    
    
    
    7,806,082Gross profit
    
    
    377,703
    
    
    
    736,880Selling, general and administrative expenses
    
    
    1,901,306
    
    
    
    1,976,572Merger-related expenses
    
    
    77,850
    
    
    
    59,890Income from equity investment in Craft Brands
    
    
    753,439
    
    
    
    678,238Operating loss
    
    
    (848,014
    )
    
    
    (621,344
    )Interest expense
    
    
    2,060
    
    
    
    83,187Other income, net
    
    
    44,246
    
    
    
    115,075Loss before income taxes
    
    
    (805,828
    )
    
    
    (589,456
    )Income tax benefit
    
    
    (261,423
    )
    
    
    (265,256
    )Net loss
    
    $
    (544,405
    )
    
    $
    (324,200
    )Basic loss per share
    
    $
    (0.07
    )
    
    $
    (0.04
    )Diluted loss per share
    
    $
    (0.07
    )
    
    $
    (0.04
    )
 The accompanying notes are an integral part of these financial statements.
 4




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##### Table of Contents



REDHOOK ALE BREWERY, INCORPORATED
STATEMENTS OF CASH FLOWS
 Three Months Ended March 31,2008
    
    
    2007Operating ActivitiesNet loss
    
    $
    (544,405
    )
    
    $
    (324,200
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    702,510
    
    
    
    729,769Income from equity investment in Craft Brands
in excess of cash distributions
    
    
    (234,246
    )
    
    
    (362,280
    )Deferred income taxes
    
    
    (266,922
    )
    
    
    (272,122
    )Changes in operating assets and liabilities
    
    
    2,010,401
    
    
    
    (742,533
    )Net cash provided by (used in) operating activities
    
    
    1,667,338
    
    
    
    (971,366
    )Investing ActivitiesExpenditures for fixed assets
    
    
    (1,131,239
    )
    
    
    (352,451
    )Proceeds from disposition of fixed assets
    
    
    33,230
    
    
    
    Net cash used in investing activities
    
    
    (1,098,009
    )
    
    
    (352,451
    )Financing ActivitiesPrincipal payments on debt and capital lease obligations
    
    
    (3,792
    )
    
    
    (116,085
    )Issuance of common stock
    
    
    19,845
    
    
    
    77,045Net cash provided by (used in) financing activities
    
    
    16,053
    
    
    
    (39,040
    )Increase (decrease) in cash and cash equivalents
    
    
    585,382
    
    
    
    (1,362,857
    )Cash and cash equivalents:Beginning of period
    
    
    5,526,843
    
    
    
    9,435,073End of period
    
    $
    6,112,225
    
    
    $
    8,072,216
 The accompanying notes are an integral part of these financial statements.
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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
 1. Basis of Presentation
  2. Agreement and Plan of Merger
      6




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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
 Business Combinations
   3. Inventories
  March 31,
    
    
    December 31,2008
    
    
    2007Work in process
    
    $
    937,832
    
    
    $
    922,157Packaging materials
    
    
    630,490
    
    
    
    487,210Raw materials
    
    
    615,243
    
    
    
    537,695Finished goods, net
    
    
    449,482
    
    
    
    510,461Promotional merchandise, net
    
    
    416,746
    
    
    
    469,995$
    3,049,793
    
    
    $
    2,927,518
  4. Craft Brands Alliance LLC
    7




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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
    Consolidation of
Variable Interest Entities  an Interpretation of ARB No. 51 The Equity Method of Accounting for Investments in Common Stock
   8




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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
   5. Common Stockholders Equity
 Issuance of Common Stock
  Stock Plans
     9




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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
  Accounting for Stock-Based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
   Stock-Based Compensation Expense
  10




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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
 Stock Option Plan Activity
  Weighted
    
    
    WeightedAverage
    
    
    AverageShares
    
    
    Exercise
    
    
    Remaining
    
    
    AggregateSubject to
    
    
    Price per
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Share
    
    
    Life (Years)
    
    
    ValueOutstanding at January 1, 2008
    
    
    689,140
    
    
    $
    2.57
    
    
    
    3.33
    
    
    $
    2,809,485Granted
    
    
    Exercised
    
    
    (5,000
    )Canceled
    
    
    (4,300
    )Outstanding at March 31, 2008
    
    
    679,840
    
    
    $
    2.55
    
    
    
    3.11
    
    
    $
    1,577,372Exercisable at March 31, 2008
    
    
    679,840
    
    
    $
    2.55
    
    
    
    3.11
    
    
    $
    1,577,372
   Average
    
    
    WeightedNumber
    
    
    Remaining
    
    
    AverageOutstanding
    
    
    Contractual Life
    
    
    ExerciseRange of Exercise Prices
    
    & Exercisable
    
    
    (Yrs)
    
    
    Price$1.485 to $1.865
    
    
    330,540
    
    
    
    3.32
    
    
    $
    1.860$1.866 to $2.019
    
    
    134,134
    
    
    
    4.41
    
    
    $
    2.019$2.020 to $3.969
    
    
    188,866
    
    
    
    2.24
    
    
    $
    3.673$3.970 to $5.730
    
    
    26,300
    
    
    
    0.13
    
    
    $
    5.730$1.485 to $5.730
    
    
    679,840
    
    
    
    3.11
    
    
    $
    2.545
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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
 6. Earnings (Loss) per Share
 Earnings
per Share
  Three Months Ended March 31,2008
    
    
    2007Numerator for basic and diluted
net loss per share  net loss
    
    $
    (544,405
    )
    
    $
    (324,200
    )Denominator for basic net loss per share 
weighted average common shares outstanding
    
    
    8,355,942
    
    
    
    8,295,276Dilutive effect of stock options on
weighted average common shares
    
    
    
    
    
    
    Denominator for diluted net loss per share
    
    
    8,355,942
    
    
    
    8,295,276Basic net loss per share
    
    $
    (0.07
    )
    
    $
    (0.04
    )Diluted net loss per share
    
    $
    (0.07
    )
    
    $
    (0.04
    )
 7. Income Taxes
 Accounting
for Income Taxes
 Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No. 109 Accounting for Contingencies
  12




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REDHOOK ALE BREWERY, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
   13




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This quarterly report on Form 10-Q includes forward-looking statements. Generally, the words
believe, expect, intend, estimate, anticipate, project, will 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 Part I, Item 1A. Risk Factors in the Companys Annual Report on Form 10-K , as
amended, for the year ended December 31, 2007, 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 quarterly report.
 The following discussion and analysis should be read in conjunction with the Financial
Statements and Notes thereto of Redhook Ale Brewery, Incorporated (the Company or Redhook)
included herein, as well as the audited Financial Statements and Notes and Managements Discussion
and Analysis of Financial Condition and Results of Operations contained in the Companys Annual
Report on Form 10-K , as amended, for the fiscal year ended December 31, 2007. 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.
 Proposed Merger with Widmer Brothers Brewing Company
     14




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Accounting for Costs Associated with Exit or Disposal Activities
 Business Combinations
  Overview
     15




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As of January 1, 2008As Currently
    
    
    As PreviouslyDefined
    
    
    DefinedWashington Brewery
    
    
    260,000
    
    
    
    250,000New Hampshire Brewery
    
    
    205,000
    
    
    
    235,000465,000
    
    
    
    485,000
   16




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Results of Operations
  Three Months EndedMarch 31,2008
    
    2007Sales
    
    
    111.5
    %
    
    
    111.9
    %Less excise taxes
    
    
    11.5
    
    
    
    11.9Net sales
    
    
    100.0
    
    
    
    100.0Cost of sales
    
    
    96.0
    
    
    
    91.4Gross profit
    
    
    4.0
    
    
    
    8.6Selling, general and administrative expenses
    
    
    20.3
    
    
    
    23.1Merger-related expenses
    
    
    0.8
    
    
    
    0.7Income from equity investment in Craft Brands
    
    
    8.0
    
    
    
    7.9Operating loss
    
    
    (9.1
    )
    
    
    (7.3
    )Interest expense
    
    
    
    
    
    
    0.9Other income, net
    
    
    0.5
    
    
    
    1.3Loss before income taxes
    
    
    (8.6
    )
    
    
    (6.9
    )Income tax benefit
    
    
    (2.8
    )
    
    
    (3.1
    )Net loss
    
    
    (5.8
    )%
    
    
    (3.8
    )%
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Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
  Three Months Ended March 31,
    
    
    Increase /2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeSales
    
    $
    10,446,266
    
    
    $
    9,556,932
    
    
    $
    889,334
    
    
    
    9.3
    %Less excise taxes
    
    
    1,073,437
    
    
    
    1,013,970
    
    
    
    59,467
    
    
    
    5.9Net sales
    
    
    9,372,829
    
    
    
    8,542,962
    
    
    
    829,867
    
    
    
    9.7Cost of sales
    
    
    8,995,126
    
    
    
    7,806,082
    
    
    
    1,189,044
    
    
    
    15.2Gross profit
    
    
    377,703
    
    
    
    736,880
    
    
    
    (359,177
    )
    
    
    48.7Selling, general and
administrative expenses
    
    
    1,901,306
    
    
    
    1,976,572
    
    
    
    (75,266
    )
    
    
    3.8Merger-related expenses
    
    
    77,850
    
    
    
    59,890
    
    
    
    17,960
    
    
    
    30.0Income from equity
investment in Craft
Brands
    
    
    753,439
    
    
    
    678,238
    
    
    
    75,201
    
    
    
    11.1Operating loss
    
    
    (848,014
    )
    
    
    (621,344
    )
    
    
    (226,670
    )
    
    
    36.5Interest expense
    
    
    2,060
    
    
    
    83,187
    
    
    
    (81,127
    )
    
    
    97.5Other income, net
    
    
    44,246
    
    
    
    115,075
    
    
    
    (70,829
    )
    
    
    61.6Loss before income taxes
    
    
    (805,828
    )
    
    
    (589,456
    )
    
    
    (216,372
    )
    
    
    36.7Income tax benefit
    
    
    (261,423
    )
    
    
    (265,256
    )
    
    
    3,833
    
    
    
    1.4Net loss
    
    $
    (544,405
    )
    
    $
    (324,200
    )
    
    $
    (220,205
    )
    
    
    67.9
    %
  Sales for the Three Months EndedMarch 31,
    
    
    Increase /2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeA-B
    
    $
    4,558,569
    
    
    $
    4,200,245
    
    
    $
    358,324
    
    
    
    8.5
    %Craft Brands
    
    
    3,395,924
    
    
    
    3,264,518
    
    
    
    131,406
    
    
    
    4.0Contract brewing
    
    
    1,176,223
    
    
    
    973,803
    
    
    
    202,420
    
    
    
    20.8International and non-wholesalers
    
    
    40,063
    
    
    
    15,201
    
    
    
    24,862
    
    
    
    163.6Pubs and other
    
    
    1,275,487
    
    
    
    1,103,165
    
    
    
    172,322
    
    
    
    15.6Total shipped
    
    $
    10,446,266
    
    
    $
    9,556,932
    
    
    $
    889,334
    
    
    
    9.3
    %
 Sales .
 
    
    An increase in pricing and an increase in shipments in the midwest and eastern
U.S. resulted in a $370,000 increase in first quarter 2008 sales;
    
    An increase in pricing of shipments in the western U.S. (not including beer brewed
on a contract basis) resulted in a $131,000 increase in sales in the first quarter of
2008;
    
    An increase in shipments of beer brewed on a contract basis, slightly offset by a
decrease in pricing of these shipments, contributed to a $202,000 increase in sales
in the first quarter of 2008; and
    
    An increase of $172,000 in pub and other sales in the first quarter of 2008
contributed to the total sales increase.
 18




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Shipments
 Three Months Ended March 31,2008
    
    2007Draft Shipments
    
    Bottle Shipments
    
    Total Shipments
    
    Draft Shipments
    
    Bottle Shipments
    
    Total Shipments
    
    Increase /(Decrease)
    
    % ChangeA-B
    
    
    10,700
    
    
    
    15,100
    
    
    
    25,800
    
    
    
    10,800
    
    
    
    13,700
    
    
    
    24,500
    
    
    
    1,300
    
    
    
    5.3
    %Craft Brands
    
    
    7,800
    
    
    
    20,700
    
    
    
    28,500
    
    
    
    8,600
    
    
    
    20,100
    
    
    
    28,700
    
    
    
    (200
    )
    
    
    (0.7
    )Contract brewing
    
    
    8,500
    
    
    
    4,500
    
    
    
    13,000
    
    
    
    8,600
    
    
    
    2,600
    
    
    
    11,200
    
    
    
    1,800
    
    
    
    16.1Pubs and other
    
    
    800
    
    
    
    300
    
    
    
    1,100
    
    
    
    700
    
    
    
    200
    
    
    
    900
    
    
    
    200
    
    
    
    22.2Total shipped
    
    
    27,800
    
    
    
    40,600
    
    
    
    68,400
    
    
    
    28,700
    
    
    
    36,600
    
    
    
    65,300
    
    
    
    3,100
    
    
    
    4.7
    %
   Widmer
Hefeweizen Widmer Hefeweizen Widmer Hefeweizen Widmer Hefeweizen Widmer
Hefeweizen
 19




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Widmer Hefeweizen Widmer Hefeweizen
 Widmer Hefeweizen
      20




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Redhook IPA Long Hammer
IPA Long Hammer
IPA
 Redhook ESB Long Hammer IPA Redhook ESB Long Hammer IPA
 Pricing and Fees
    21




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Retail Operations and Other Sales
 Excise Taxes
 Cost of Sales .
    22




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Widmer Hefeweizen
  Gross profit .
   23




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Merger-related expenses Business Combinations
 Selling, General and Administrative Expenses
  Income from Equity Investment in Craft Brands .
 Interest Expense .
 24




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Other Income, net
 Income Taxes .
 Craft Brands Alliance LLC
 The Equity Method of Accounting for Investments in Common Stock Exhibits and Financial Statement
Schedules
 Sales .
 Cost of Sales .
 25




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Selling, General and Administrative Expenses
 Net Income
 Outlook
 Widmer Hefeweizen Widmer
Hefeweizen
 Liquidity and Capital Resources
     26




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Critical Accounting Policies and Estimates
  Income Taxes . Accounting for Income Taxes
 Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No. 109 Accounting for Contingencies
  27




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Long-Lived Assets . Accounting for the Impairment or Disposal of Long-Lived Assets
 Investment in Craft Brands Alliance LLC . Consolidation of
Variable Interest Entities  an Interpretation of ARB No. 51 The Equity
Method of Accounting for Investments in Common Stock.
 Refundable Deposits on Kegs
 28




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Revenue Recognition .
 Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51.
 Business Combinations. Business Combinations
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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activities  An Amendment of FASB Statement No. 133 (SFAS 133)
 Accounting for Collaborative Arrangements
 30




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##### Table of Contents



ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
   
 ITEM 4T. Controls and Procedures
 Disclosure Controls and Procedures
    Changes in Internal Control Over Financial Reporting
  
 PART II. Other Information
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
 Risk
Factors
 
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##### Table of Contents



ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
  2.1
    
    Agreement and Plan of Merger between the Registrant and Widmer
Brothers Brewing Company, dated November 13, 2007, as Amended by
Amendment No. 1 dated April 30, 2008 (incorporated by reference from
Annex A to the Registrants Registration Statement on Form S-4, No.
333-149908)10.1
    
    Letter of agreement regarding employment between the Registrant and
Allen L. Triplett, effective as of February 25, 2008 (incorporated by
reference from Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on February 25, 2008)31.1
    
    Certification of Chief Executive Officer of Redhook Ale Brewery,
Incorporated pursuant to Exchange Act Rule 13a-14(a)31.2
    
    Certification of President and Chief Operating Officer of Redhook Ale
Brewery, Incorporated pursuant to Exchange Act Rule 13a-14(a)31.3
    
    Certification of Chief Financial Officer of Redhook Ale Brewery,
Incorporated pursuant to Exchange Act Rule 13a-14(a)32.1
    
    Certification of Chief Executive Officer of Redhook Ale Brewery,
Incorporated pursuant to Exchange Act 13a-14(b) and 18 U.S.C. Section
135032.2
    
    Certification of President and Chief Operating Officer of Redhook Ale
Brewery, Incorporated pursuant to Exchange Act 13a-14(b) and 18
U.S.C. Section 135032.3
    
    Certification of Chief Financial Officer of Redhook Ale Brewery,
Incorporated pursuant to Exchange Act 13a-14(b) and 18 U.S.C. Section
1350
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##### Table of Contents



SIGNATURES
  REDHOOK ALE BREWERY, INCORPORATEDMay 15, 2008
    BY:
    /s/ Jay T. CaldwellJay T. CaldwellChief Financial Officer and Treasurer 33