===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-QSB
_________________________
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 1996
Commission File Number 0-27458
NOR'WESTER BREWING COMPANY, INC.
(Exact name of registrant as specified in charter)
Oregon 93-1099661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_________________________
66 SE Morrison Street
Portland, OR 97214
(503) 232-9771
(Address, including Zip code, and telephone number,
including area code, of registrant's principal executive offices)
_________________________
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. [X] YES [ ] NO
Transitional Small Business Disclosure Format [ ] YES [X] NO
Number of shares of common stock outstanding as of June 30, 1996:
3,709,054 shares, no par value
===============================================================================
NOR'WESTER BREWING COMPANY, INC.
INDEX TO FORM 10-Q
===============================================================================
Part I - Financial Information
Item 1 -- Consolidated Financial Statements
Consolidated Balance Sheet -
June 30, 1996 and December 31, 1995 . . . . . . . . . . 3
Consolidated Statement of Operations -
Three Months and Six Months Ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1996 and 1995 . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . 8
Part II - Other Information
Item 4 -- Submission of Matters to a Vote of Security Holders . . 11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
NOR'WESTER BREWING COMPANY, INC.
Consolidated Balance Sheet
June 30,
1996 December 31,
ASSETS (unaudited) 1995
------------ ------------
Current assets:
Cash and cash equivalents $ 1,559,714 $ 276,807
Accounts receivable 1,083,620 582,584
Inventories 792,474 663,058
Receivable from affiliated companies 542,306 -
Other current assets, net 659,039 966,193
------------ ------------
Total current assets 4,637,153 2,488,642
Property and equipment, net 8,928,032 4,117,558
Advances to affiliates 500,000 500,000
Other non-current assets, net 271,711 267,244
------------ ------------
Total assets $14,336,896 $ 7,373,444
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 681,782 $ 870,731
Accrued liabilities 186,685 473,125
Deferred rent 24,000 -
Payables to affiliates 3,520 -
Line of credit 300,000 500,000
Current portion of long-term debt 181,145 41,182
------------ ------------
Total current liabilities 1,377,132 1,885,038
Long-term debt and capital lease 1,564,934 1,474,339
Deferred tax liability 189,964 189,964
------------ ------------
Total liabilities 3,132,030 3,549,341
Minority interest in consolidated joint venture 2,455,531 -
Shareholders' equity:
Common stock, no par value -
10,000,000 shares
authorized, 3,711,102 and
2,421,554 shares outstanding 11,050,404 3,356,488
Initial capital receivable (2,550,000) -
Retained earnings 248,931 467,615
------------ ------------
Total shareholders' equity 8,749,335 3,824,103
------------ ------------
Total liabilities and shareholders' equity $14,336,896 $ 7,373,444
============ ============
The accompanying notes are an integral part of this financial statement.
NOR'WESTER BREWING COMPANY, INC.
Consolidated Statement of Operations
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
Gross sales $ 2,024,354 $ 1,608,791 $ 3,579,200 $ 2,795,486
Less: excise taxes 86,031 76,609 161,093 133,118
------------ ------------ ------------ ------------
Net sales 1,938,323 1,532,182 3,418,107 2,662,368
Cost of sales 1,503,110 899,977 2,471,377 1,537,608
------------ ------------ ------------ ------------
Gross profit 435,213 632,205 946,730 1,124,760
Selling, general
and administrative
expenses 873,984 389,499 1,349,455 677,344
------------ ------------ ------------ ------------
Income from operations (438,771) 242,706 (402,725) 447,416
Interest and
other income, net 51,252 2,494 89,572 6,465
------------ ------------ ------------ ------------
Income before income
taxes and
minority interest (387,519) 245,200 (313,153) 453,881
Provision for
income taxes 29,004 (100,537) - (186,093)
------------ ------------ ------------ ------------
Income before
minority interest (358,515) 144,663 (313,153) 267,788
Minority interest 76,777 - 94,469 -
------------ ------------ ------------ ------------
Net income $ (281,738) $ 144,663 $ (218,684) $ 267,788
============ ============ ============ ============
Net income per
common share $ (0.08) $ 0.06 $ (0.06) $ 0.11
============ ============ ============ ============
Weighted average
number of common
shares outstanding 3,710,419 2,420,239 3,680,987 2,420,239
============ ============ ============ ============
The accompanying notes are an integral part of this financial statement.
NOR'WESTER BREWING COMPANY, INC.
Consolidated Statement of Cash Flows
Six Months Ended June 30,
1996 1995
------------ ------------
Cash flows from operating activities:
Net income $ (218,684) $ 267,788
Minority interest in loss from joint venture (94,469) -
Increase in deferred rent 24,000 -
Reconciliation of net income to net cash
provided by operating activities:
Depreciation and amortization 142,098 95,003
Changes in assets and liabilities:
Accounts receivable (501,036) (234,033)
Inventories (129,416) (177,741)
Other current assets 307,154 (133,217)
Other non-current assets (4,467) 2,370
Accounts payable (188,949) 160,970
Accrued liabilities (286,440) 183,687
Payables to parent and affiliated companies 3,520 70,187
------------ ------------
Net cash (used for) provided
by operating activities (946,689) 229,311
Cash flows from investing activities
Receivable from affiliated companies (542,306) -
Purchases of property and equipment (4,952,571) (1,090,949)
------------ ------------
Net cash used for investing activities (5,494,877) (1,090,949)
Cash flows from financing activities:
Payments on line of credit (200,000) -
Increase in long-term borrowings 230,558 520,000
Increase in deferred stock offering costs - (10,384)
Net proceeds from stock offering 7,693,916 -
------------ ------------
Net cash provided by financing activities 7,724,474 509,616
------------ ------------
Net increase (decrease)
in cash and cash equivalents 1,282,908 (352,022)
Cash and cash equivalents:
Beginning of period 276,807 649,877
------------ ------------
End of period $ 1,559,715 $ 303,558
The accompanying notes are an integral part of this financial statement.
NOR'WESTER BREWING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
The accompanying consolidated interim financial statements are unaudited and
have been prepared by Nor'Wester Brewing Company, Inc. pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures typically included in financial statements prepared in
accordance with generally accepted accounting standards have been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim period presented. The financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission. The results of operations for an interim period are not
necessarily indicative of the results of operations for a full year.
Statement of Cash Flows
The Company considers short-term investments which are highly liquid, have
maturities of fewer than three months and are readily convertible to cash to be
cash equivalents.
During the six months ended June 30, 1996, an affiliated company entered into a
joint venture agreement with the Company and financed its minority interest
with a short-term note payable to the joint venture. This non-cash transaction
has been excluded from the accompanying statement of cash flows.
Inventories
Inventories consist of the following:
June 30, December 31,
1996 1995
---------- ----------
Raw materials $ 152,010 $ 378,384
Work-in-process 64,094 68,101
Finished goods 576,370 216,573
---------- ----------
$ 792,474 $ 663,058
========== ==========
Property and Equipment
Property and equipment consists of the following:
June 30, December 31,
1996 1995
----------- -----------
Land and improvements $ 239,072 $ 237,072
Leasehold improvements 1,019,001 485,200
Equipment 6,166,487 3,034,972
Construction in progress 1,990,823 705,568
----------- -----------
9,415,383 4,462,812
Less accumulated depreciation and amortization (487,352) (345,254)
----------- -----------
$8,928,032 $4,117,558
=========== ===========
Shareholders' Equity
On January 18, 1996, the Company completed a public offering of 1,115,000
shares of common stock at $7.00 per share. On February 7, 1996, the
underwriters for the offering exercised an over-allotment option for an
additional 172,500 shares of common stock at $7.00 per share. Net proceeds to
the Company totaled approximately $7,690,000, net of selling commissions and
offering expenses of approximately $1,320,000.
Related Party Transactions
For the three months ended June 30, 1996, the Company purchased human resources
and other administrative services from an affiliated company, Willamette
Valley, Inc. Microbreweries across America ("WVI"), under a general services
agreement at a total cost of $12,150. Under the general services agreement, the
Company provided services such as accounting, sales management and executive
oversight to WVI and its subsidiaries, and Willamette Valley Vineyards, Inc.
("WVV"). The Company recognized $59,850 of income for such services for the
second quarter of 1996. Additionally, in conjunction with the proposed stock
offerings of three WVI subsidiaries, the Company charged an aggregate of
$10,200 for stock offering services.
In April 1996, the Company purchased $25,000 of 1/2 barrel kegs from its
affiliates, the Mile High Brewing Company and Aviator Ales, Inc., affiliated
companies. In May 1996, the Company purchased an additional $35,000 of 1/2
barrel kegs from Aviator Ales, Inc. The kegs are to be utilized in the
packaging of Nor'Wester beer under the Company's Cooperative Brewing Agreements
with these companies. Purchases of cooperatively brewed beer by the Company
from the affiliates through the second quarter of 1996 totaled $442,308.
Joint Venture Agreement
The accompanying consolidated financial statements include the accounts of
Nor'Wester and the newly formed joint venture, North Country Brewery. All
significant intercompany accounts and transactions have been eliminated in the
consolidation. The minority interest represents North Country Brewing Company,
Inc's (NCBCI) interest in the joint venture's equity and net losses.
Net Income Per Share
Net income per common share is calculated based on the weighted average number
of common shares and common share equivalents outstanding. Shares owned by
James W. Bernau, the Company's founder, and held in escrow are included in the
weighted average number of common shares outstanding.
NOR'WESTER BREWING COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of
operations of the Company for the six-month period ended June 30, 1996 as
compared to the six-month period ended June 30, 1995. It should be read in
conjunction with the Consolidated Financial Statements of the Company and
related Notes to the Financial Statements included in this Form 10-Q.
Overview
The following discussion contains forward-looking statements that involve risks
and uncertainties. Actual future results and trends may differ materially
depending on a variety of factors, including, but not limited to, the ability
of the Company's affiliates to meet production demands, pricing and
availability of raw materials and packaging, successful
The Company has experienced challenges both its the national roll-out effort
and in its home market. The national roll-out was frustrated by the
cooperative breweries inability to brew the amount and kind of beer styles
planned for pre-summer introductions. This start-up difficulty resulted in
higher sales costs yet they were not offset by greater production levels
and sales. Start-up difficulties at the cooperative breweries resulted in
slower than expected brewing of certain styles of beers, requiring greater
transportation and warehousing costs, as well. The cooperative breweries in
Washington and Colorado have now successfully matched the product style of the
most sought after ales brewed in Portland and are working on brewing varieties
that are normally ordered in smaller volumes. Warehousing, which is currently
provided by outside parties, will be replaced in Denver and New York as soon as
construction is completed on Company leased facilities, reducing storage and
handling costs.
Cost of Goods increased significantly due to the start-up costs incurred
by Nor'Wester in getting the cooperative breweries on-line. Both cooperative
breweries discarded significant volumes of initial Nor'Wester brews, and
required new yeast from Portland as well as training by Nor'Wester brewers.
The Company also added a Production and Distribution Logistics Manager.
The Company expects to offset additional labor cost by increasing production
volumes and effeciencies over time. The management believes these start-up
costs for the cooperative breweries will not be repeated in future quarters.
The third quarter will reflect start-up costs for the North Country Joint
Venture in New York. For marketing purposes directly related to the
Company's national roll-out, a large volume of Hefe Weizen was sold at
production cost to a direct mail company to reach tens of thousands of beer
enthusiasts with beer and brewery literature.
Sales costs were significantly increased by the end of the 2nd Quarter with the
addition of four new Regional Sales Managers (with an average of 15 years
experience in the beer business), one District Sales Manager with 9 years
experience and one Sales Representative. Nor'Wester believes it has
successfully positioned its sales staff to cover the entire U.S. During the
2nd Quarter, the Company aggressively sought licensing in new states and is now
licensed to sell its products in 36 states with 3 additional states pending.
New chain store authorizations have been obtained in major U.S. markets within
the last 30 days with distribution to begin in the 3rd Quarter.
The Company's home market was impacted by two developments. The Company's
largest distributor in barrelage announced it was returning to its previous
position of being an exclusive distributor and sold its distribution rights
to another distributor. The Company's new distributor is the largest craft
beer distributor in Oregon with a proven track record of representing beers
in the Company's market segment. The change in distributors resulted in
a sharp drop in the Company's sales for the month of June because of
consolidation of inventories in 4 warehouses to the one central warehouse of
the new distributor as well as the start-up of the new distributor's sales
effort. A sharp focus by the Company's sales representatives have returned
sales into this market area to previous levels.
The second development was the roll-out of packaged product by the nation's
largest draft-only brewery, Widmer Brothers Brewing of Portland. Widmer
predominately produces the same style of beers that the Company does, thus
dividing the consumer market for those styles. While the Widmer introduction
substantially increased the Oregon packaged craft beer market (nearly 100% on
an annualized basis in the last 2 months of the 2nd Quarter), Nor'Wester
experienced slower sales in 1996 than in the same period of the previous
year. A more significant influence may be that both Breweries use the same
distributor for the Portland market, thus, the Widmer roll-out consumed the
attention of the distributor's sales force during this time. Sales for
another craft brand represented by this distributor were similarly affected.
The Company has responded to the Widmer roll-out by scheduling and is in the
process of conducting over 80 in-store tastings at grocery stores to
introduce its new products: Oregon Amber; Deadeye Rye and; its seasonal Maple
Ale. Additionally, the Company has developed a winter seasonal and obtained
a commitment from a major retailer for displays over a three month period with
an estimated sales volume of over 10,000 cases.
The North Country Brewery in Saratoga Springs has incurred start-up delays
which pushed back brewing and packaging two months, increasing operating
losses. This delay is due to the extra time taken by a key contractor in
installing the control systems on the 100 Barrel brewhouse. The employees of
the brewery have used this time to develop a major roll-out plan for September
and have developed three product styles and imagery for the North Country
brand.
Results of Operations
Three Months Ended June 30, 1996
Gross Sales. Sales for the three months ended June 30, 1996 were $2,024,354,
an increase of 26% as compared to gross sales of $1,608,791 for the same
period in 1995. This reflects an increase in sales volume from 8,360 barrels
in 1995 to 10,750 in 1996.
Excise Taxes. Excise taxes increased from $76,609 (5% of net sales) for the
three months ended June 30, 1995 to $86,031 (4% of net sales) for the second
quarter of 1996. Excise taxes decreased as a percentage of net sales due to
an increase in shipments to other states in which no state excise tax is paid.
Gross Profit. Gross profit decreased from $632,205 or 41% of net sales for
the second quarter of 1995 to $435,213 or 23% for the same period in 1996.
The decrease in gross profit as a percentage of sales is due primarily to the
following four factors: 1) The Company continues to experience a shift in
product mix to a greater proportion of bottled products and flavored beers
relative to total sales. These products cost more to produce due to packaging
costs and the additional ingredients used to produce flavored beers;
2) To increase national exposure for its beer, the Company shipped
approximately 12,500 cases of beer at cost during the second quarter, to a
national beer club, which then distributed the six-packs to approximately
25,000 members; 3) The Company commenced production of its beer at affiliated
breweries under the Cooperative Brewing Agreements. This beer is produced by
the Company's affiliates and sold to the Company at Nor'Wester's cost plus
10%; and 4) Shipping costs have increased $110,000 in the second quarter as
sales outside of the Pacific Northwest grew as a percentage of total sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended June 30, 1996 totaled
$873,984 or 44% of net sales as compared to $389,499 or 25% of net sales for
the comparable period in 1995. Selling expenses increased due primarily to
the addition of salaried sales personnel to establish and oversee the
Company's growth in new markets, and the increase in commissions earned by the
sales staff as a result of higher sales volumes. General and administrative
costs increased due to certain charges associated with the Company's annual
shareholder meeting. In addition, the Company has incurred approximately
$170,000 in pre-operating costs loaned to the North Country Joint Venture
during the construction of the joint venture's new brewery in Saratoga
Springs, New York. These costs include salaries for the general manager, the
lead brewer, a regional sales manager and the packaging manager, as well as
certain sales and marketing costs incurred to promote Nor'Wester's products in
the northeastern United States prior to commencement of the joint venture's
operations. A portion of these costs is allocated to the minority interest in
the joint venture which has a 39% investment in the Saratoga Springs brewery.
Net Loss. The Company incurred a net loss of $291,098 or $.08 per share for
the three months ended June 30, 1996 as compared to net income of $144,663 or
$.06 per share for the second quarter of 1995. This decline in profitability
is due to lower gross profits as a percentage of net sales and an overall
increase in selling, general and administrative costs including the pre-
operating losses of the Company's joint venture, net of a credit for income
taxes of $29,004 accrued in the first quarter of 1996.
Nor'Wester experienced some temporary delays in production at the Company's
affiliated breweries, and as such, the supply of the Company's products was
not sufficient to meet the demand in all markets.
Six Months Ended June 30, 1996
Gross Sales. Sales for the six months ended June 30, 1996 were $3,579,200, an
increase of 28% as compared to gross sales of $2,795,349 for the same period
in 1995. This reflects an increase in sales volume from 14,700 barrels in
1995 to 18,700 in 1996.
Excise Taxes. Excise taxes increased from $133,118 (5% of net sales) for the
six months ended June 30, 1995 to $161,093 (5% of net sales) for the first six
months of 1996. Excise taxes decreased as a percentage of net sales due to an
increase in shipments to other states in which no state excise tax is paid.
Gross Profit. Gross profit decreased from $1,124,760 or 42% of net sales for
the first half of 1995 to $946,730 or 28% for the same period in 1996. The
decrease in gross profit as a percentage of sales is due to the following
factors: 1) The Company continues to experience a shift in product mix to a
greater proportion of bottled products and flavored beers relative to total
sales. These products cost more to produce due to packaging costs and the
additional ingredients used to produce flavored beers;
2) During the second quarter, the Company shipped approximately 12,500 cases
of beer at cost to a national beer club, who then distributed the six-packs to
approximately 25,000 members; 3) The Company commenced production of its beer
at affiliated breweries under the Cooperative Brewing Agreements in April.
This beer is produced at Nor'Wester's cost plus 10%; and 4) Shipping costs
have increased approximately $130,000 over the prior year as sales outside of
the Pacific Northwest grow as a percentage of total sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the six months ended June 30, 1996 totaled
$1,349,455 or 39% of net sales as compared to $677,344 or 25% of net sales for
the comparable period in 1995. Selling expenses increased due primarily to
the addition of nine salaried sales personnel to oversee the Company's growth
in new and existing markets, and the increase in commissions earned by the
sales staff as a result of higher sales volumes. In addition, the Company
incurred greater advertising costs as it expanded its sales efforts in order
to quickly penetrate new target markets. General and administrative costs
increased due to an overall increase in administrative and accounting staff to
support the Company's growth, as well as certain charges the Company incurred
in connection with the Company's annual shareholder meeting. In addition,
the Company has incurred approximately $218,000 in pre-operating costs during
the construction of its new brewery in Saratoga Springs, New York. These
costs include salaries for the general manager, the lead brewer, a regional
sales manager and the packaging manager. as well as certain sales and
marketing costs incurred to promote the Company's products prior to
commencement of operations. A portion of these costs is allocated to the
minority interest in the joint venture which has a 39% investment in the
Saratoga Springs brewery.
Net Loss. The Company incurred a net loss of $204,044 or $.06 per share for
the six months ended June 30, 1996 as compared to net income of $267,788 or
$.11 per share for the first half of 1995. This decline in profitability is
due to lower gross profits as a percentage of net sales and an overall
increase in selling, general and administrative costs including the pre-
operating losses of the Company's joint venture.
Liquidity and Capital Resources
For the six-month period ended June 30, 1996, cash and cash equivalents
increased $1,282,907 primarily due to the completion of the Company's stock
offering in January 1996 resulting in net proceeds of $7,693,916. Other
sources of funds included an increase in long-term borrowings of $230,558.
Uses of funds included an increase in accounts receivable of $501,036, a
decrease in accounts payable and accrued liabilities of $475,389, payoff of the
line of credit of $200,000 and purchases of property and equipment totaling
$4,952,571, primarily consisting of property and equipment for the brewery in
Saratoga Springs, New York and for property and equipment used by the
Company's affiliates, Aviator Ales, Inc. located in Woodinville, Washington,
$407,000, and Mile High Brewing Company located in Denver, Colorado, $329,000,
to cooperatively brew Nor'Wester beer. Nor'Wester expected that the NCBCI self
underwritten public offering of its common stock, funds to be used to finance
the minority interest in the North Country Joint Venture, was to have commenced
in May 1996, however, the offering was delayed. The offering is expected to
begin in September 1996. As the result of the delay, the Company has continued
to lend the North Country Joint Venture additional funds in order for it to
meet ongoing working capital needs.
The Company currently anticipates that capital expenditures for the remainder
of 1996 will total approximately $980,000. Such capital expenditures will
include the remaining costs to complete the brewery in Saratoga Springs, New
York, as well as equipment necessary to expand the Company's production
capacity to support its national expansion.
The Company believes that the current working capital together with income from
operations will be sufficient to meet the Company's cash requirements through
the third quarter of 1996. Thereafter, the Company will be dependent upon a
combination of income from operations, repayment of loans to affiliates, and
debt or equity financing since cash flows from operations are not expected to
be sufficient to satisfy the Company's working capital needs for the next
twelve months. The Company has access to a $1 million revolving line of credit
through August 31, 1996 as well as a non-revolving line of credit facility
which permits borrowing up to $2 million requiring equal monthly installments
over seven years beginning September 1, 1996. Under the credit facilities, the
Company must (1) maintain certain financial ratios; (2) not incur further debt
or create or assume any other lien on its property without the bank's prior
approval; and (3) make no payment of dividends without prior approval of the
bank. As of June 30, 1996, the Company was in violation of one of its
financial ration convenants. The bank has waived the rights of collection
stemming from the violation.,
No assurance can be given that alternative methods of financing would be
available on terms acceptable to the Company or at all. Having to develop
alternative means of financing would likely slow expansion of the Company, and
such alternative financing may be costly. The Company's inability to obtain
additional capital could adversely affect the Company's business and results of
operations.
NOR'WESTER BREWING COMPANY, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on June 23,
1996. The shareholders elected for the ensuing year all six of
management's nominees for the Board of Directors, and ratified the
Company's appointment of Price Waterhouse LLP as independent
accountants. The voting results are as follows:
Election of Directors:
Votes Cast
For Against Abstain
----------------------------------------
James W. Bernau 3,707,632 0 1,422
Winser P. Acton 3,705,632 3,000 422
William V. Cross 3,707,632 0 1,422
Andrew C. Kerr 3,707,562 70 1,422
Michael R. McCallum 3,705,532 3,100 422
Donald E. Voorhies 3,704,632 4,000 422
Ratification of Appointment of Accountants
Votes Cast
For Against Abstain
----------------------------------------
1,297,912 2,500 2,408,642
NOR'WESTER BREWING COMPANY, INC.
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOR'WESTER BREWING COMPANY, INC.
Date: August 19, 1996 By: /s/James W. Bernau
--------------------
James W. Bernau
President
23
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This schedule contians summary financial information extracted from the
Consolidated Balance Sheet at June 30, 1996 (Unaudited) and the Consolidated
Statement of Operations for the Six Months Ended June 30, 1996 (Unaudited) and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
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<PERIOD-END> JUN-30-1996
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<INVENTORY> 792474
<CURRENT-ASSETS> 659039
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