<PAGE>
===================================
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 FOR THE QUARTER ENDED MARCH 31, 2000
[ ] 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
--------------------
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
--------------------
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: 7,956,740 shares of Common Stock
outstanding as of March 31, 2000
<PAGE>
PYRAMID BREWERIES INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets
March 31, 2000 and December 31, 1999............................... 3
Statements of Operations
Quarter Ended March 31, 2000 and 1999.............................. 4
Statements of Cash Flows
Quarter Ended March 31, 2000 and 1999.............................. 5
Notes to Financial Statements......................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................... 8
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................... 11
SIGNATURE............................................................. 12
EXHIBIT INDEX......................................................... 13
Exhibit 27............................................................ 14
</TABLE>
2
<PAGE>
PART I
Item 1 -- FINANCIAL STATEMENTS
PYRAMID BREWERIES INC.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 5,332,009 $ 6,303,540
Accounts receivable, net 1,419,655 1,102,155
Inventories 1,450,205 1,445,957
Prepaid expenses and other 336,158 398,697
Deferred income taxes 556,831 556,831
--------------------------------------
Total current assets 9,094,858 9,807,180
----------------------------------------
Fixed assets, net 22,400,910 22,739,439
Deferred income taxes 377,961 377,961
Other assets 764,956 785,020
--------------------------------------
Total assets $ 32,638,685 $ 33,709,600
======================================
CURRENT LIABILITIES:
Accounts payable $ 586,370 $ 547,956
Accrued expenses 1,408,574 1,492,648
Refundable deposits 400,040 465,184
Dividends payable 318,270 329,735
--------------------------------------
Total current liabilities 2,713,254 2,835,523
Deferred rent 1,078,594 1,022,677
Total Liabilities --------------------------------------
3,791,848 3,858,200
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized,
none issued - -
Common stock, $.01 par value; 40,000,000 shares authorized, 7,956,740 and
8,193,580 shares issued and outstanding 79,567 81,936
Additional paid-in capital 34,508,873 34,982,946
Retained deficit (5,741,603) (5,213,482)
--------------------------------------
Total stockholders' equity 28,846,837 29,851,400
--------------------------------------
Total liabilities and stockholders' equity $ 32,638,685 $ 33,709,600
======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PYRAMID BREWERIES INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
2000 1999
------------------ ------------------
<S> <C> <C>
Gross sales $ 6,522,932 $ 6,227,482
Less excise taxes 355,445 357,589
------------------ ------------------
Net sales 6,167,487 5,869,893
Cost of sales 4,746,792 4,628,887
------------------ ------------------
Gross margin 1,420,695 1,241,006
Selling, general and administrative expenses 1,722,967 1,810,949
------------------ ------------------
Operating loss (302,272) (569,943)
Other income, net 92,421 99,949
------------------ ------------------
Loss before income taxes (209,851) (469,994)
Benefit for income taxes - -
------------------ ------------------
Net loss $ (209,851) $ (469,994)
================== ==================
Basic and diluted net loss per share $ (0.03) $ (0.06)
Weighted average shares outstanding 8,148,709 8,223,147
Beer barrels shipped 23,500 23,700
Soda barrels shipped 8,500 5,800
------------------ ------------------
Total barrels shipped 32,000 29,500
================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PYRAMID BREWERIES INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
OPERATING ACTIVITIES: 2000 1999
----------------- -----------------
<S> <C> <C>
Net loss $ (209,851) $ (469,994)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 634,193 706,012
(Gain) loss on sales of fixed assets (1,000) 5,891
Deferred rent 55,917 65,259
Restructuring charge - (10,323)
Changes in operating assets and liabilities:
Accounts receivable (317,500) (386,702)
Inventories (4,248) (199,233)
Prepaid expenses and other 14,158 (70,986)
Accounts payable and accrued expenses (45,660) 595,940
Refundable deposits (65,144) 58,148
----------------- -----------------
Net cash provided by operating activities 60,865 294,012
INVESTING ACTIVITIES:
Acquisitions of fixed assets (276,086) (282,499)
Proceeds from sales of fixed assets 49,867 34,659
----------------- -----------------
Net cash used in investing activities (226,219) (247,840)
FINANCING ACTIVITIES:
Proceeds from the sale of common stock 10,232 5,591
Cash dividends paid (329,735) -
Purchase and retirement of common stock (486,674) -
----------------- -----------------
Net cash (used in) provided by financing activities (806,177) 5,591
----------------- -----------------
(Decrease) increase in cash and cash equivalents (971,531) 51,763
Cash and cash equivalents at beginning of period 6,303,540 5,245,134
----------------- -----------------
Cash and cash equivalents at end of period $ 5,332,009 $ 5,296,897
================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PYRAMID BREWERIES INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
Pyramid Breweries Inc. (the "Company"), a Washington corporation, is
engaged in the brewing, marketing and selling of craft beers and premium sodas
and in restaurant operations. The Company operates breweries in Seattle,
Washington and Berkeley, California. The Company sells its beer through a
network of selected independent distributors primarily in Washington, Oregon and
California under the Pyramid and Thomas Kemper brands. Pyramid also manufactures
a line of gourmet sodas under the Thomas Kemper Soda Company label. As of March
31, 2000, the Company's products were distributed in 32 states and Canada. The
Company operates two restaurants adjacent to its breweries under the Pyramid
Alehouse brand name.
The accompanying condensed 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. With the exception of the
historical information contained herein, the matters described may contain
forward-looking statements that involve risks and uncertainties, including those
described under the caption entitled "Risk Factors and Forward-Looking
Statements" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Securities and Exchange Commission, and
elsewhere in the Company's periodic reports. 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:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Raw materials................ $ 527,971 $ 483,042
Work in process.............. 149,897 133,547
Finished goods............... 772,337 829,368
------------- -------------
$ 1,450,205 $ 1,445,957
============= =============
</TABLE>
Raw materials primarily include ingredients, flavorings and packaging. Work
in process include beer held in fermentation prior to the filtration and
packaging process. Finished goods primarily include product ready for shipment,
as well as promotional merchandise held for sale.
3. FIXED ASSETS:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
Brewery and retail equipment..... $ 13,989,427 $ 13,969,210
Furniture and fixtures........... 857,030 825,048
Leasehold improvements........... 13,398,821 13,357,641
Construction in progress......... 239,231 56,494
Assets held for sale............. 103,693 152,560
-------------- --------------
28,588,202 28,360,953
Less accumulated depreciation.... (6,187,292) (5,621,514)
-------------- --------------
$ 22,400,910 $ 22,739,439
============== ==============
</TABLE>
6
<PAGE>
4. STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional Total
------------------------- Paid-In Retained Stockholders'
Shares Amount Capital Deficit Equity
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1999.................... 8,193,580 $81,936 $34,982,946 $ (5,213,482) $29,851,400
Net loss............ - - - (209,851) (209,851)
Shares issued....... 5,860 58 10,174 - 10,232
Dividends declared.. - - - (318,270) (318,270)
Stock repurchase.... (242,700) (2,427) (484,247) - (486,674)
------------------------------------------------------------------------
Balance at March 31,
2000.................... 7,956,740 $79,567 $34,508,873 $ (5,741,603) $28,846,837
========================================================================
</TABLE>
5. COMMITMENTS AND CONTINGENCIES:
The Company is involved from time to time in claims, proceedings and
litigation arising in the ordinary course of business. The Company does not
believe that any such claim, proceeding or litigation, either alone or in the
aggregate, will have a material adverse effect on the Company's financial
position or results of operations.
6. CASH DIVIDEND:
The Board of Directors announced on February 24, 2000, the declaration of a
$0.04 per common share dividend payable on April 14, 2000 to shareholders of
record on March 30, 2000. The cash dividend declared totaled approximately
$318,000 for all common stock outstanding as of the date of record.
7. SEGMENT INFORMATION:
The Company adopted Statement of Financial Accounting Standards No. 131
(SFAS 131) "Disclosures about Segments of an Enterprise and Related
Information," during 1998. Following the provisions of SFAS 131, the Company is
reporting segment information in the same format as reviewed by the Company's
management (the "Management Approach"), which is organized around differences in
products and services. During 1999, management changed their approach to
managing the business by combining soda and beer operations into the beverage
operations segment. Also during 1999, the internal transfer pricing of beverage
products to the alehouse operations changed from wholesale price to cost. Both
of these changes have been applied retroactively for segment presentation
purposes.
Products and Services
The Company's reportable segments include beverage operations and alehouses.
Beverage operations include the production and sale of Pyramid Ales, Thomas
Kemper beers and Thomas Kemper Soda products. The alehouse segment consists of
two full-service alehouses, which market and sell the full line of the Company's
beer and soda products as well as food and certain merchandise.
Factors used to identify reportable segments
The Company's reportable segments are strategic business units that offer
distinct and different products and services. These segments are managed
separately because each business requires different production, management and
marketing strategies.
Measurement of segment profit and segment assets
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on profit or loss from operations before income taxes not
including nonrecurring gains and losses. The Company records intersegment sales
at cost.
7
<PAGE>
Segment profit and segment assets are as follows:
(Dollars in thousands)
<TABLE>
<CAPTION>
Beverage
Quarter ended March 31, 2000 Operations Alehouse Other Total
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues from external customers.......... $ 4,836 $ 1,687 $ - $ 6,523
Intersegment revenues..................... 59 (59) - -
Interest income........................... - - 76 76
Depreciation and amortization............. 445 107 82 634
Operating income (loss)................... 320 43 (665) (302)
Capital expenditures...................... 63 174 39 276
Total assets.............................. 18,167 3,537 10,935 32,639
Quarter ended March 31, 1999
Revenues from external customers.......... $ 4,586 $ 1,641 $ - $ 6,227
Intersegment revenues..................... 116 (116) - -
Interest income........................... - - 79 79
Depreciation and amortization............. 568 103 35 706
Operating income (loss)................... 15 63 (648) (570)
Capital expenditures...................... 141 29 112 282
Total assets.............................. 22,965 3,442 11,269 37,676
</TABLE>
Other
Other consists of interest income, general and administrative expense,
corporate office assets and other reconciling items that are not allocated to
segments for internal management reporting purposes. Total assets include all
assets except for fixed assets, which are presented by segment.
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.
8
<PAGE>
SELECTED UNAUDITED OPERATING DATA
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------
% of % of
2000 Net Sales 1999 Net Sales
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross sales $ 6,522,932 $ 6,227,482
Less excise taxes 355,445 357,589
------------ ----------- ----------- -----------
Net sales 6,167,487 100.0 5,869,893 100.0
Cost of sales 4,746,792 77.0 4,628,887 78.9
------------ ----------- ----------- -----------
Gross margin 1,420,695 23.0 1,241,006 21.1
Selling, general and administrative expense 1,722,967 27.9 1,810,949 30.8
------------ ----------- ----------- -----------
Operating loss (302,272) (4.9) (569,943) (9.7)
Other income, net 92,421 1.5 99,949 1.7
------------ ----------- ----------- -----------
Loss before income taxes (209,851) (3.4) (469,994) (8.0)
Benefit for income taxes - - - -
------------ ----------- ----------- -----------
Net loss $ (209,851) (3.4) $ (469,994) (8.0)
============ =========== =========== ===========
Basic and diluted net loss per share $ (0.03) $ (0.06)
============ ===========
Weighted average common shares outstanding 8,148,709 8,223,147
============ ===========
Operating data (in barrels):
Beer barrels shipped 23,500 23,700
Soda barrels shipped 8,500 5,800
------------ -----------
Total barrels shipped 32,000 29,500
============ ===========
Production capacity at period end 172,000 172,000
============ ===========
</TABLE>
QUARTER ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED MARCH 31, 1999
Gross Sales. Gross sales increased 4.8% to $6,523,000 in the first quarter
ended March 31, 2000 from $6,227,000 in the same quarter of 1999. This increase
in gross sales was due mainly to increased wholesale soda and alehouse sales.
Wholesale beverage sales increased 5.5% to $4,836,000 in the first quarter ended
March 31, 2000 from $4,586,000 in the same quarter of 1999. This increase was
due to a 46.6% increase in Thomas Kemper Soda barrels shipped to 8,500 barrels
from 5,800 barrels in the same quarter of the prior year. Alehouse sales
increased 2.8%, to $1,687,000, from $1,641,000 due to increased sales prices and
patronage at both alehouse restaurants. Wholesale beer shipments decreased
slightly to 23,500 barrels for the first quarter of 2000 from 23,700 in the same
quarter of the prior year.
Excise Taxes. Excise taxes totaled 5.4% and 5.7% of gross sales for the
quarters ended March 31, 2000 and 1999, respectively. The slight decrease is a
result of soda shipments, which are not taxed, representing a larger percentage
of the total volume shipped.
Gross Margin. Gross margin as a percentage of net sales increased to 23.0%
in the first quarter ended March 31, 2000 from 21.1% in the same quarter of
1999. This increase as a percentage of net sales was due mainly to a greater
proportion of beer production at the more efficient Berkeley production plant
and a shift in product mix to higher margin products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 4.9% to $1,723,000 or 27.9% of net sales for
the first quarter ended March 31, 2000 from $1,811,000 or 30.8% of net sales for
the same quarter of 1999.
Other Income, net. Other income, net was approximately $92,000 and 1.5% of
net sales for the first quarter ended March 31, 2000 compared to $100,000 and
1.7% of net sales in the same quarter of 1999.
Income Taxes. The Company recorded no income tax benefit for the first
quarters ended March 31, 2000 and 1999. The Company has established a valuation
allowance to offset the further accumulation of deferred tax assets that can
arise from recurring tax benefits associated with pre-tax losses.
9
<PAGE>
Net Loss. The Company reported a net loss of $210,000 for the first quarter
ended March 31, 2000 compared to a net loss of $470,000 in the same quarter of
1999. The improvement in net loss was the result of increased beverage and
alehouse sales, higher gross margin on wholesale beverage sales and a reduction
in selling, general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities during the first quarter ended
March 31, 2000 was approximately $61,000 compared to $294,000 for the same
period of the prior year. This decrease was due primarily to the decrease in
accounts payable for the quarter. Net cash used in investing activities for the
quarter ended March 31, 2000 was $226,000 compared to net cash used in investing
activities of $248,000 for the same period of the prior year. The cash used in
investing activities in 2000 included funds used to expand the Seattle alehouse
kitchen and to purchase kegs. At March 31, 2000, the Company had working capital
of $6,382,000 compared to $6,972,000 at December 31, 1999.
On December 15, 1999, the Company announced a stock buyback plan to
repurchase up to $2,000,000 of the Company's common stock from time to time on
the open market. Stock repurchases are at the discretion of management and
depend, among other things, on the Company's results of operations, capital
requirements and financial condition, and on such other factors as the Company's
management may consider relevant. In addition, the Company is required to
maintain a minimum tangible net worth and other covenants under its line of
credit, which may restrict the Company's ability to repurchase shares. As of
March 31, 2000, the Company has repurchased 292,500 shares.
The Company has a $10,000,000 line of credit (the Line of Credit) for
short-term operating needs. The Line of Credit revolves through April 30, 2000,
during which time the payments are interest only. At that date, any outstanding
balance will be due in full. Borrowings under the Line of Credit will accrue
interest, at the Company's option, at either the bank's prime rate or at LIBOR
plus 100 basis points. Up to $5,000,000 of the line of credit may be used to
finance acquisitions. Amounts used to finance acquisitions may be converted to a
four-year fully amortizing term loan, with an additional option to fix the rate
of interest at the bank's prime rate plus 125 basis points. Management is
currently renegotiating the Line of Credit for another term.
Future capital requirements may vary depending on such factors as the cost
of acquisition of businesses, brands and real estate costs in the markets
selected for future expansion, whether such real estate is leased or purchased
and the extent of improvements necessary. Capital expenditures in 2000 are
expected to be less than 1999 expenditures. Planned projects include the
continued upgrading of brewery equipment and alehouse facilities in the Seattle
and Berkeley locations. While there can be no assurance that current
expectations will be realized and plans are subject to change upon further
review, the Company believes that its cash reserves, together with cash from
operations and borrowings under the Line of Credit, will be sufficient for the
Company's working capital needs during 2000.
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 on-hand, cash flow from operations and, to
the extent required and available, additional bank borrowings.
RISK FACTORS AND FORWARD LOOKING STATEMENTS
Pyramid Breweries Inc. does not provide forecasts of future financial
performance. However this report does contain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, which are
subject to the "safe harbor" created by that section. There are numerous
important factors that could cause results to differ materially from those
anticipated by some of the statements made by the Company. Investors are
cautioned that all forward-looking statements involve a high degree of risk and
uncertainty. Additional information concerning those and other factors is
contained in the Company's Securities and Exchange Commission filings including
its Form 10-K for the year ended December 31, 1999.
10
<PAGE>
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION
A shareholder who intends to present a proposal at the Company's next
annual meeting, other than pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, must provide the Company notice of such intention by at least April
7, 2000, or management of the Company will have discretionary voting authority
at the 2000 annual meeting with respect to such proposal without any discussion
of the matter in the Company's proxy statement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
The following exhibits are filed as part of this report.
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
27 Financial Data Schedule
* Incorporated by reference to the exhibits filed as part of the Company's
Registration Statement on Form S-1 (File No. 33-97834).
(B) REPORTS ON FORM 8-K
None filed during the quarter ended March 31, 2000.
Items 1, 2, 3, and 4 of PART II are not applicable and have been omitted
11
<PAGE>
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 May 12, 2000.
PYRAMID BREWERIES INC.
By: /s/ JODI A. COLLIGAN
--------------------------------------
Jodi A. Colligan, Corporate Controller
DATE: May 12, 2000
12
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------
27 Financial Data Schedule
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,332,009
<SECURITIES> 0
<RECEIVABLES> 1,442,071
<ALLOWANCES> 22,416
<INVENTORY> 1,450,205
<CURRENT-ASSETS> 9,094,858
<PP&E> 28,588,202
<DEPRECIATION> 6,187,292
<TOTAL-ASSETS> 32,638,685
<CURRENT-LIABILITIES> 2,713,254
<BONDS> 0
0
0
<COMMON> 79,567
<OTHER-SE> 28,767,270
<TOTAL-LIABILITY-AND-EQUITY> 32,638,685
<SALES> 6,167,487
<TOTAL-REVENUES> 6,522,932
<CGS> 4,746,792
<TOTAL-COSTS> 6,469,759
<OTHER-EXPENSES> 92,421
<LOSS-PROVISION> 22,416
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (209,851)
<INCOME-TAX> 0
<INCOME-CONTINUING> (209,851)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (209,851)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
