<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-Q
------------------------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE QUARTER ENDED JUNE 30,
1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _________ TO _________ .
COMMISSION FILE NUMBER 0-20355
------------------------------
PYRAMID BREWERIES INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1258355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
91 SO. ROYAL BROUGHAM WAY, SEATTLE, WA 98134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 682-8322, ext. 214
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 X No
--- ---
Common Stock, par value of $.01 per share:
8,200,000 shares of Common Stock outstanding as of June 30, 1996.
Pages 1 of 13 sequentially numbered pages.
<PAGE> 2
PYRAMID BREWERIES INC.
FORM 10-Q
FOR THE QUARTERLY AND SIX MONTH PERIOD ENDED JUNE 30, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -- June 30, 1996 and December 31, 1995................... 3
Statements of Income -- Three Month and Six Month period ended
June 30, 1996 and 1995.................................................. 4
Statements of Cash Flows -- Three Month and Six Month period ended
June 30, 1996 and 1995.................................................. 5
Notes to Financial Statements........................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 7
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................ 10
SIGNATURES ........................................................................ 11
EXHIBIT INDEX
Exhibit 11.1............................................................ 13
</TABLE>
2
<PAGE> 3
PART I.
ITEM 1. FINANCIAL STATEMENTS
PYRAMID BREWERIES INC.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 3,041,315 $ 12,503,850
Investments 20,467,142 17,772,199
Accounts receivable 2,454,010 2,166,893
Inventories 828,414 681,979
Prepaid expenses and other 479,005 234,717
------------ ------------
Total current assets 27,269,886 33,359,638
Fixed Assets, net 14,276,852 9,541,215
Other 57,992 80,732
------------ ------------
Total assets $ 41,604,730 $ 42,981,585
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,550,049 $ 1,238,349
Accrued expenses 1,668,914 828,361
Refundable deposits 448,537 396,275
Income taxes payable 453,909 101,087
Notes payable to stockholders -- 4,689,866
------------ ------------
Total current liabilities 4,121,409 7,253,938
Deferred Rent 143,214 114,832
Deferred Income Taxes 452,322 369,561
------------ ------------
Total liabilities 4,716,945 7,738,331
------------ ------------
STOCKHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, none issued -- --
Common stock, $.01 par value; 40,000,000 shares authorized,
8,200,000 shares issued and outstanding 82,000 82,000
Additional paid-in capital 35,107,084 35,107,084
Unrealized gain (loss) in investment (100,010) --
Retained earnings 1,798,711 54,170
------------ ------------
Total stockholders' equity 36,887,785 35,243,254
------------ ------------
Total liabilities and stockholders' equity $ 41,604,730 $ 42,981,585
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
PYRAMID BREWERIES INC.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ---------------------
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Gross Sales...................................... 7,720,735 6,727,932 13,473,656 10,996,531
Less Excise Taxes................................ 650,661 487,219 1,114,069 820,735
--------- --------- ---------- ----------
Net Sales........................................ 7,070,074 6,240,713 12,359,587 10,175,796
Cost of Sales.................................... 4,074,028 3,481,112 7,380,767 5,742,655
--------- --------- ---------- ----------
Gross Margin............................... 2,996,046 2,759,601 4,978,820 4,433,141
Selling, General and Administrative Expenses..... 1,488,141 1,004,790 2,970,316 1,728,470
--------- --------- ---------- ---------
Operating Income................................. 1,507,905 1,754,811 2,008,504 2,704,671
Interest Expense................................. -- 79,592 34,460 120,958
Other Expense (Income), Net...................... (227,709) (13,391) (510,880) (15,174)
--------- --------- ---------- ----------
Income Before Income Taxes....................... 1,735,614 1,688,610 2,484,924 2,598,887
Provision (Benefit) for Income Taxes............. 553,868 589,325(1) 740,383 907,012(1)
--------- --------- ---------- ----------
Net Income....................................... 1,181,746 1,099,285(1) 1,744,541 1,691,875(1)
========= ========= ========== =========
Net Income Per Share............................. $.14 $.17(1) $.21 $.26(1)
========= ========= ========== =========
Shares Outstanding............................... 8,200,000 6,785,938(1) 8,200,000 6,760,156(1)
========= ========= ========== =========
Barrels Shipped.................................. 38,300 32,700 66,000 54,200
========= ========= ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
(1) Pro forma amounts presented, see Notes 3 and 4 below.
4
<PAGE> 5
PYRAMID BREWERIES INC.
STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income ................................... $ 1,744,541 $ 2,598,887
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ............. 562,007 392,169
Gain on sale of fixed assets .............. (1,960) (329)
Deferred income taxes ..................... 82,761 --
Deferred rent ............................. 28,382 7,215
Changes in operating assets and liabilities:
Accounts receivable ....................... (287,117) (825,979)
Inventories ............................... (146,435) (121,818)
Prepaid expenses and other ................ (288,059) (237,144)
Accounts payable and accrued expenses ..... 1,505,075 465,524
Refundable deposits ....................... 52,262 78,753
Unrealized loss on investments ............ (100,010) --
------------ ------------
Net cash provided by operating
activities ......................... 3,151,447 2,357,278
------------ ------------
INVESTING ACTIVITIES:
Acquisitions of fixed assets ................. (5,231,956) (3,311,368)
Proceeds from sales of fixed assets .......... 2,783 11,275
Purchase of investments ...................... (2,694,943) --
------------ ------------
Net cash used in investing activities (7,924,116) (3,300,093)
------------ ------------
FINANCING ACTIVITIES:
Increase in bank overdraft ................... -- 99,283
Net borrowings on line of credit ............. -- 675,000
Proceeds from issuance of long-term debt ..... -- 1,850,000
Principal payments on long-term debt ......... -- (449,389)
Distributions to stockholders ................ -- (1,694,000)
Borrowings from related parties .............. -- 200,000
Repayments to related parties ................ (4,689,866) --
------------ ------------
Net cash provided by (used in)
financing activities ............... (4,689,866) 680,894
------------ ------------
Decrease in cash and cash equivalents .......... (9,462,535) (261,921)
Cash and cash equivalents at beginning of period 12,503,850 261,921
------------ ------------
Cash and cash equivalents at end of period ..... $ 3,041,315 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
PYRAMID BREWERIES INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
Pyramid Breweries Inc. (the "Company") was incorporated in 1984 and is
engaged in the brewing, marketing and serving of craft beers, under the brand
names "Pyramid" and "Thomas Kemper." The products are sold primarily in
Washington, Oregon and Northern California.
The accompanying consolidated financial statements have been prepared by the
Company, without audit, in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements and should be read in
conjunction with the audited financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995. In the opinion
of management, the accompanying unaudited financial statements contain all
material adjustments, consisting only of those of a normal recurring nature,
considered necessary for a fair presentation of the Company's financial
position, results of operations and cash flows at the dates and for the periods
presented. The operating results for the interim periods presented are not
necessarily indicative of the results expected for the full year.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-----------------------------
<S> <C> <C>
Raw Materials $616,403 $525,135
Finished Goods and Promotional Items 212,011 156,844
-------- --------
$828,414 $681,979
======== ========
</TABLE>
Raw Materials include beer held in fermentation prior to the filtration and
packaging process.
3. INCOME TAXES
The financial statements of the Company for periods prior to the public
offering, December 13, 1995, did not include a provision for income taxes
because the Company was a Subchapter S corporation under the provisions of the
Internal Revenue Code. Accordingly, any tax liability or benefit associated with
the Company's income or loss flowed directly to its shareholders. For
comparative purposes, the statement of income for the quarter ended June 30,
1995 includes a pro forma income tax provision using an effective rate of 34.9%,
which rate approximates the federal and state tax rates.
4. EARNINGS PER SHARE
For the quarter ended June 30, 1995, earnings per share are presented on a
pro forma basis to allow for comparison to the second quarter of 1996. Pro forma
earnings per share is computed by dividing pro forma net income plus interest
expense, net of tax, on debt that was assumed to be retired with the proceeds of
its initial public offering, by the pro forma number of shares of common stock
outstanding during the quarter.
6
<PAGE> 7
5. INITIAL PUBLIC OFFERING
On December 13, 1995, the Company completed an initial public offering and
sold 2,000,000 shares of its Common Stock for $19 per share in an underwritten
offering, which resulted in net proceeds to the Company of $34,150,000, after
deducting underwriting discounts and other offering costs.
6. LEGAL PROCEEDINGS
On June 20, 1996 and August 1, 1996, Pyramid received a complaint in actions
entitled Steckman et, al. v. Hart Brewing, Inc. et al., Case No. 96-1077, United
States District Court, Southern District of California and Peters et. al. v.
Pyramid Breweries Inc. et. al., Case No. 96-1190 United States District Court,
Western District of Washington. The complaints allege a failure to disclose
certain material information about the Company in connection with its prospectus
dated December 13, 1995. Although the outcome of such litigation is uncertain
and no assurance can be given as to the ultimate financial impact of such
litigation on the Company, management believes that the allegations of the
complaints are without merit and will vigorously defend against such
allegations.
7. STOCK OPTIONS
Stock option activity during the six month period ending June 30, 1996 was
as follows:
<TABLE>
<CAPTION>
Options Price
------- -------------
<S> <C> <C>
Outstanding, December 31, 1995........ 266,500 $19.00
Grants through June 30, 1996.......... 122,000 10.75
------- ------
Outstanding, June 30, 1996............ 388,500 $10.75-$19.00
======= =============
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain selected
unaudited operating data, expressed as a percentage of net sales.
SELECTED UNAUDITED OPERATING DATA
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------------------------------------
% OF % OF
1996 NET SALES 1995 NET SALES
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Gross Sales .......... $ 7,720,735 $ 6,727,932
Less Excise Taxes .... 650,661 487,219
------------ ------------
Net Sales ............ 7,070,074 100.0 6,240,713 100.0
Cost of Sales ........ 4,074,028 57.6 3,481,112 55.8
------------ ------------- ------------ -------------
Gross Margin ......... 2,996,046 42.4 2,759,601 44.2
Selling, General and
Administrative ....... 1,488,141 21.1 1,004,790 16.1
------------ ------------- ------------ -------------
Operating Income ..... 1,507,905 21.3 1,754,811 28.1
Other, Net ........... 227,709 3.2 (66,201) (1.0)
------------ ------------- ------------ -------------
Income Before Income
Taxes ............... 1,735,614 24.5 1,688,610 27.1
Income Tax Provision . 553,868 7.8 589,325 9.5
------------ ------------- ------------ -------------
Net Income ........... $ 1,181,746 16.7 $ 1,099,285 17.6
============ ============= ============ =============
Net Income per Share . $ .14 $ .17
============ ============
Shares Outstanding ... 8,200,000 6,785,938
============ ============
Barrels Shipped ...... 38,300 32,700
============ ============
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------------------------------------
% OF % OF
1996 NET SALES 1995 NET SALES
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Gross Sales .......... $ 13,473,656 $ 10,996,531
Less Excise Taxes .... 1,114,069 820,735
------------ ------------
Net Sales ............ 12,359,587 100.0 10,175,796 100.0
Cost of Sales ........ 7,380,767 59.7 5,742,655 56.4
------------ ------------- ------------ -------------
Gross Margin ......... 4,978,820 40.3 4,433,141 43.6
Selling, General and
Administrative ....... 2,970,316 24.0 1,728,470 17.0
------------ ------------- ------------ -------------
Operating Income ..... 2,008,504 16.3 2,704,671 26.6
Other, Net ........... 476,420 3.8 (105,784) (1.0)
------------ ------------- ------------ -------------
Income Before Income
Taxes ............... 2,484,924 20.1 2,598,887 25.6
Income Tax Provision . 740,383 6.0 907,012 9.0
------------ ------------- ------------ -------------
Net Income ........... $ 1,744,541 14.1 $ 1,691,875 16.6
============ ============= ============ ==============
Net Income per Share . $ .21 $ .26
============ ============
Shares Outstanding ... 8,200,000 6,760,156
============ ============
Barrels Shipped ...... 66,000 54,200
============ ============
</TABLE>
QUARTER ENDED JUNE 30, 1996 COMPARED TO QUARTER ENDED JUNE 30, 1995
Gross Sales. Gross sales increased by 14.9% to $7.7 million in the second
quarter ended June 30, 1996 from $6.7 million in the second quarter of 1995. The
increase was primarily the result of a 17.1% increase in barrels shipped to
38,300 barrels in the second quarter of 1996 from 32,700 barrels in the second
quarter of 1995. Sales from retail operations were $1.0 million, an increase of
13.1% over the second quarter of 1995. Selling price changes were not a
material factor in the increase in gross sales.
Excise Taxes. Excise taxes increased to 9.2% of net sales in the second
quarter of 1996 from 7.8% of net sales in the same quarter of the prior year.
The increase in excise taxes as a percentage of net sales was due to the
increased excise tax rate applicable to annual production in excess of 60,000
barrels.
Gross Margin. Gross margin increased by 7.1% to $3.0 million in the second
quarter of 1996 from $2.8 million in the same quarter of 1995. Gross margin as a
percentage of net sales declined slightly to 42.4% in the second quarter of 1996
from 44.2% in the same quarter of 1995. This decrease as a percentage of sales
was due to an increase in cost of sales, primarily due to higher malt prices,
depreciation and freight.
7
<PAGE> 8
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 50.0% to $1.5 million, 21.1% of net sales,
in the second quarter of 1996 from $1.0 million, 16.1 % of net sales, in the
same quarter of 1995. This increase was primarily attributable to the
accelerated pace of new market entry. New markets entered into during the
second quarter were New Mexico, Massachusetts, Maryland, Virginia, Rhode
Island, Utah, Wisconsin, Georgia and New York. The number of sales and marketing
personnel nearly doubled over the same period of the prior year, and increased
promotional and marketing expenses were incurred in connection with the
Company's expansion into new markets. Although it is difficult to predict, the
Company expects that selling, general and administrative expenses will continue
to be substantially greater than in prior years. Management believes these
expenses are likely to adversely impact near term earnings, but feel these
expenses are investments in the long-term national expansion and success of
Pyramid Breweries.
Other, net. Other non operating items increased to income of $227,709 in the
second quarter of 1996 from an expense of $66,201 in the second quarter of 1995.
The increase in other non operating items was due primarily to interest income
earned from investing the net proceeds from the initial public stock offering,
after repaying existing borrowings, primarily into tax exempt bonds.
Net Income. Net income increased by 9.1% to $1.2 million for the second
quarter of 1996, or 16.7% of net sales, from $1.1 million, or 17.6% of net
sales, in the same quarter of 1995.
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
Gross Sales. Gross sales increased by 22.7% to $13.5 million in the period
ended June 30, 1996 from $11.0 million in the same period of 1995. The increase
was primarily the result of a 21.8% increase in barrels shipped to 66,000
barrels in the period ended June 30, 1996 from 54,200 barrels in the same period
of 1995. Sales from retail operations increased 26.7% to $1.9 million in the
period ended June 30, 1996 from $1.5 million in the same period of the prior
year. Selling price changes were not a material factor in the increase in gross
sales.
Excise Taxes. Excise taxes increased to 9.0% of net sales in the period
ended June 30, 1996 from 8.1% of net sales in the same period of the prior year.
The increase in excise taxes as a percentage of net sales was due to the
increased excise tax rate applicable to annual production in excess of 60,000
barrels.
Gross Margin. Gross margin increased by 13.6% to $5.0 million in the period
ended June 30, 1996 from $4.4 million in the same period of 1995. Gross margin
as a percentage of net sales declined by 3.3% to 40.3% in the period ended June
30, 1996 from 43.6% in the same period of 1995. This decrease as a percentage of
sales was due to an increase in the cost of sales due to lower capacity
utilization during the first three months of 1996, higher malt prices and
greater fixed and semi-fixed costs, associated with the operation of the
Seattle Brewery. Retail sales increased to 14.3% of gross sales in the
period ended June 30, 1996 from 13.3% of gross sales in the same period of 1995,
due primarily to growth in the Company's retail operations at the Seattle pub,
which opened in February 1995.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 76.4% to $3.0 million, 24.0% of net sales,
in the period ended June 30, 1996 from $1.7 million, 17.0 % of net sales, in the
same period of 1995. This increase was primarily attributable to the accelerated
pace of new market entry. The number of sales and marketing personnel nearly
doubled over the same period of the prior year, and increased promotional and
marketing expenses were incurred in connection with the Company's expansion
into new markets. Although it is difficult to predict, the Company expects that
selling, general and administrative expenses will continue to be substantially
greater than in prior years. Management believes these expenses are likely to
adversely impact near term earnings, but feel these expenses are investments in
the long-term national expansion and success of Pyramid Breweries.
Other, net. Other non operating items increased to income of $476,420 in
the period ended June 30, 1996 from an expense of $105,784 in the period ended
June 30, 1995. The increase in other non operating items was due primarily to
interest income earned from investing the net proceeds for the initial public
stock offering, after repaying existing borrowings, primarily into tax exempt
bonds.
Net Income. Net income remained consistent at $1.7 million comparable to
the prior year.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
On December 13, 1995, the Company, in its initial public offering (the
"Offering"), sold 2,000,000 shares of Common Stock at $19 per share, generating
net proceeds of approximately $34,150,000. Prior to the offering, the Company
had funded its operations and capital requirements primarily through cash
generated from operations, and bank borrowings. Net cash provided by operating
activities in the period ended June 30, 1996 was $3.2 compared to $2.4 for the
same period of the prior year. Net cash provided by operating activities was
primarily generated by net income.
At June 30, 1996, the Company had working capital of $23.1 million compared
to $26.1 million at December 31, 1995. As of June 30, 1996 and December 31,
1995, the working capital balance resulted primarily from the net proceeds of
the Offering.
Net cash used in investing activities in the period ended June 30, 1996 and
1995 were $7.9 million and $3.3 million, respectively. The increase in cash used
in investing activities in 1996 was primarily to pay for the Company's brewery
expansion in Seattle and purchasing equipment for the Company's brewery and pub
under construction in Berkeley, California.
The Company commenced construction of its Berkeley Brewery in January, 1996
and expects to complete construction in late 1996.
The Company also has a $15.0 million line of credit (the "Line of Credit")
with a commercial lender. The Line of Credit revolves through December 31, 1997,
during which time the required payments are interest only. At that date, the
outstanding balance is converted into a term note that will fully amortize no
later than four years from such expiration date. Borrowings under the Line of
Credit accrue interest, at the Company's option, at either the bank's prime rate
plus 0% to 0.5%, depending on the Company's ratio of debt to tangible net worth,
or, if at least $250,000 in borrowings are drawn, at LIBOR plus 1.0% to 1.5%,
depending on the Company's ratio of debt to tangible net worth. The Line of
Credit includes provisions that require the Company to maintain certain
financial ratios and a minimum tangible net worth. The Line of Credit expires on
December 31, 2001.
On December 1, 1995, the Company issued $6.0 million of unsecured notes
("Stockholder Notes") to its stockholders in payment of a dividend of
undistributed S corporation earnings. The balance due under the Stockholder
Notes of $4.7 million was fully paid on February 16, 1996.
The Company had cash and cash equivalents of $3.0 million and $0 as of June
30, 1996 and 1995, respectively. The Company believes that net cash flow from
operations and bank borrowings under the Line of Credit will be sufficient to
meet short-term liquidity requirements. Cash flow from operations and the net
proceeds from the Offering will be used to finance the construction and
equipment of new brewing facilities.
The costs associated with future brewing facilities may be substantially
greater from those of the Kalama and Seattle facilities. Capital requirements
may vary depending on such factors as real estate costs in the markets selected
for future expansion, whether such real estate is leased or purchased and the
extent of improvements necessary. The Company intends to construct
additional breweries in future years. The Company believes that the net proceeds
of the Offering,together with cash from operations, and borrowings under the
Line of Credit, will be sufficient to construct Berkeley and two additional
breweries.
The Company's future cash requirements and cash flow expectations are
closely related to its expansion plans. The Company generally expects to meet
future financing needs through cash flow from operations and, to the extent
required and available, additional bank borrowings, industrial development
bonds, and offerings of debt or equity securities.
RISK FACTORS AND FORWARD LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements that
involve a number of risks, uncertainties and factors that may cause actual
results to materially differ, including slow sales growth in new and existing
markets, decreased selling prices, increased competition, expenses and
uncertainties associated with construction and operation of new breweries and
expansion of the distribution network, increases in raw material costs and the
risk factors set forth in the Company's prospectus dated December 13, 1995.
9
<PAGE> 10
PART II. -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 20, 1996 and August 1, 1996, Pyramid received complaints in
actions entitled Steckman et al. v. Hart Brewing, Inc. et al., Case No.
96-1077, United States District Court, Southern District of California and
Peters et. al. v. Pyramid Breweries Inc. et. al., Case No. 96-1190 United
States District Court, Western District of Washington. The complaints allege a
failure to disclose certain material information about the Company in
connection with its prospectus dated December 13, 1995. Although the outcome of
such litigation is uncertain and no assurance can be given as to the ultimate
financial impact of such litigation on the Company, management believes that the
allegations of the complaints are without merit and will vigorously defend
against such allegations.
ITEM 2. NONE
ITEM 3. NONE
ITEM 4. NONE
ITEM 5. NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
The following exhibits are filed as part of this report.
Page
----
11.1 Computation of Earnings Per share.......................... 13
(B) REPORTS ON FORM 8-K
None filed during the quarter ended JUNE 30, 1996.
10
<PAGE> 11
SIGNATURE
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 the City of Seattle,
State of Washington, on August 14, 1996.
PYRAMID BREWERIES INC.
By: /s/ Don Burdick
------------------------------------------
Don Burdick
Vice President and Chief Financial Officer
(Principal Accounting Officer)
DATE: August 14, 1996
11
<PAGE> 12
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
11.1 Computation of Earnings Per Share
27 Financial Data Schedule
12
<PAGE> 1
EXHIBIT 11.1
PYRAMID BREWERIES INC.
EARNINGS PER SHARE COMPUTATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-------------------------- -------------------------
1995 1995
1996 (PRO FORMA) 1996 (PRO FORMA)
-------------------------- -------------------------
<S> <C> <C> <C> <C>
Income Before Income Taxes ...... $1,735,614 $1,688,610 $2,484,924 $2,598,887
Plus Interest Expense ........... -- 79,592 -- 120,958
---------- ---------- ---------- ----------
Income Before Income Taxes ...... 1,735,614 1,768,202(1) 2,484,924 2,719,845(1)
Income Tax Provision ............ 553,868 617,102(1) 740,383 949,226(1)
---------- ---------- ---------- ----------
Net Income for EPS Calculation .. $1,181,746 $1,151,100 $1,744,541 $1,770,619
========== ========== ========== ==========
Weighted average common shares
outstanding ..................... 8,200,000 6,200,000 8,200,000 6,200,000
Pro Forma shares issued to
retire debt and repay
stockholder notes .............. -- 585,938(2) -- 560,156(2)
---------- ---------- ---------- ----------
Shares Outstanding .............. 8,200,000 6,785,938 8,200,000 6,760,156
========== ========== ========== ==========
Earnings per Share .............. $ 0.14 $ 0.17 $ 0.21 $ 0.26
========== ========== ========== ==========
</TABLE>
- ---------------
(1) Pro forma net income represents the Company's reported income before income
taxes, plus interest expense, less a pro forma income tax provision that
would have been applicable had the Company been taxed as a C corporation.
The Company had elected to be treated as an S corporation from January 1,
1993 until prior to the closing date of the Offering and, as a result, was
not subject to federal and certain state income taxes.
(2) Pro forma shares issued to retire debt and repay stockholder notes
represents the number of shares of Common Stock which would be required to
be sold to repay the $6.0 million notes issued by the Company to its
stockholders in payment of a dividend representing the distribution of
retained S corporation earnings and retire outstanding debt.
13
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0
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