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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE YEAR ENDED DECEMBER 31, 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 0-27116
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PYRAMID BREWERIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
WASHINGTON 91-1258355
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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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
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK $.01 PAR VALUE
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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 [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant at February 28, 1997, was $19,394,000.
The number of shares outstanding of the registrant's common stock as of
February 28, 1997, was 8,204,656.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 22, 1997 are incorporated by reference into Part
III of this Form 10-K.
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EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report on Form 10-K
or are incorporated herein by reference. Where an exhibit is incorporated by
reference, the number which follows the description of the exhibit indicates the
document to which cross reference is made. See the end of this exhibit index for
a listing of cross-referenced documents.
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EXHIBIT
NO. DESCRIPTION
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3.1(1) Amended and Restated Articles of Incorporation of Registrant
3.2(1) Form of Amended and Restated Bylaws of Registrant
4.1(1) Form of Common Stock Certificate
10.1(1) Loan Agreement between First Interstate Bank of Washington, N.A. and the
Registrant
10.2(1) Lease Agreement between the Port of Kalama and the Registrant entered
into on May 1, 1990
10.3(1) First Amendment to the May 1, 1990 Lease between the Port of Kalama and
the Registrant entered into on September 14, 1994
10.4(1) Second Amendment to the May 1, 1990 Lease between the Port of Kalama and
the Registrant entered into on April 22, 1995
10.5(1) Lease between Harold W. Hill and the Registrant dated April 13, 1994
10.6(1) Addendum of Lease between Harold W. Hill and the Registrant dated
November 28, 1994
10.7(1) Second Addendum of Lease between 1201 Building L.L.C. and the Registrant
dated June 26, 1995
10.8(1) Distribution Agreement between the Registrant and Western Washington
Beverage dated August 24, 1995
10.9(1) Registrant's 1995 Employee Stock Option Plan
10.10(1) Registrant Non-Employee Director Stock Option Plan
10.11(1) Form of Non-Qualified Stock Option Agreement
10.12(1) Employment Agreement between the Registrant and George Hancock
10.13(1) Employment Agreement between the Registrant and Don Burdick
10.14(1) Employment Agreement between the Registrant and Derrick Chasan
10.15(1) Employment Agreement between the Registrant and Jack Schaller
10.16(1) Employment Agreement between the Registrant and Brian Larson
10.19(1) Agreement between the Registrant and Capstan Corporation
10.20(1) Amendment to Agreement between the Registrant and Capstan Corporation
10.21(1) Commercial Lease between Esther Podlesak, Trustee of the John A. and
Esther Podlesak 1990 Family Trust and Pyramid Breweries California, Inc.
dated November 1, 1995
10.22(1) Assignment, Assumption and Consent Agreement between Esther Podlesak,
Trustee of the John A. and Esther Podlesak 1990 Family Trust, Pyramid
Breweries California, Inc. and Pyramid Breweries Inc. dated November 17,
1995
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EXHIBIT
NO. DESCRIPTION
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10.23(1) Form of Stockholder Note dated December 1, 1995 between the Company and
Messrs. Hancock/Bryce/Stoddard/John Morse/Peter Morse
11.1 Computation of Per Share Earnings
23.1 Consent of Independent Public Accountants in connection with
Registration Statement No. 333-16311
27 Financial Data Schedules
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(1) Incorporated by reference to the exhibits filed as part of the Registration
Statement on Form S-1 of Pyramid Breweries Inc. (File No. 33-97834).
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EXHIBIT 11.1
PYRAMID BREWERIES INC.
EARNINGS PER SHARE COMPUTATION
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<CAPTION>
YEAR ENDED DECEMBER 31,
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1996 1995 1994
---- ---- ----
(PRO FORMA) (PRO FORMA)
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Income Before Income Taxes.......... $3,742,465 $5,786,121 $3,385,089
Plus Interest Expense............... - 272,501 59,241
---------- ---------- ----------
Income Before Income Taxes.......... 3,742,465 6,058,622(1) 3,444,330(1)
Income Tax Provision................ 1,050,817 2,294,892(1) 1,202,071(1)
---------- ---------- ----------
Net Income for EPS Calculation...... $2,691,648 $3,763,730 $2,242,259
========== ========== ==========
Weighted average common shares
outstanding....................... 8,200,224 6,298,630 6,200,000
Pro Forma shares issued to retire
debt and repay stockholder
notes............................. - 524,349(2) 446,409(2)
---------- ---------- ----------
Shares Outstanding.................. 8,204,656 6,882,979 6,646,409
========== ========== ==========
Earnings per Share.................. $ .33 $ 0.55 $ 0.34
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____________________
(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, has
not been 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.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-K into the Company's previously filed
Registration Statement, File No. 333-16311.
/S/ Arthur Anderson LLP
Arthur Anderson LLP
Seattle, Washington
March 27, 1997
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 300,487
<SECURITIES> 11,477,842
<RECEIVABLES> 1,284,426
<ALLOWANCES> 0
<INVENTORY> 920,252
<CURRENT-ASSETS> 15,219,952
<PP&E> 30,421,559
<DEPRECIATION> 2,497,263
<TOTAL-ASSETS> 43,490,569
<CURRENT-LIABILITIES> 4,610,971
<BONDS> 0
0
0
<COMMON> 82,047
<OTHER-SE> 37,767,552
<TOTAL-LIABILITY-AND-EQUITY> 43,490,569
<SALES> 23,958,679
<TOTAL-REVENUES> 25,912,690
<CGS> 14,930,047
<TOTAL-COSTS> 21,150,563
<OTHER-EXPENSES> (934,349)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,742,465
<INCOME-TAX> 1,050,817
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,691,648
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
