##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
 o
    
    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.
  Washington
    
    91-1258355(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 91 South Royal Brougham Way
Seattle, WA 98134  (Address of principal executive offices)  (206) 682-8322  (Registrants telephone number, including area code)
 
 þ o
  o o þ
 o þ




---



##### Table of Contents



PYRAMID BREWERIES INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets  June 30, 2007 and December 31, 2006
    
    
    3Condensed Consolidated Statements of Operations  Three and Six Month Periods Ended June 30, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows  Six Month Periods Ended June 30, 2007 and 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART IIOTHER INFORMATIONItem 1A. Risk Factors
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 6. Exhibits
    
    
    19SIGNATURES
    
    
    20EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
 2




---



##### Table of Contents



PART I
 
 Item 1  FINANCIAL STATEMENTS
 PYRAMID BREWERIES INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    256
    
    
    $
    227Accounts receivable, net of $20 allowance
    
    
    3,760
    
    
    
    3,052Inventories
    
    
    2,010
    
    
    
    1,877Prepaid expenses and other
    
    
    725
    
    
    
    806Current assets held for sale
    
    
    
    
    
    
    86Total current assets
    
    
    6,751
    
    
    
    6,048Fixed assets, net of accumulated depreciation of $18,647 and $17,588
    
    
    26,585
    
    
    
    26,284Assets held for sale, long term
    
    
    
    
    
    
    432Intangibles, net
    
    
    95
    
    
    
    118Escrow reserve
    
    
    799
    
    
    
    765Other assets
    
    
    347
    
    
    
    393Total assets
    
    $
    34,577
    
    
    $
    34,040LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,891
    
    
    $
    3,260Accrued expenses
    
    
    3,297
    
    
    
    2,834Refundable deposits
    
    
    803
    
    
    
    483Current portion of long-term financing
    
    
    105
    
    
    
    105Current portion of capital lease obligation
    
    
    400
    
    
    
    385Deferred rent  current
    
    
    125
    
    
    
    122Liabilities held for sale
    
    
    
    
    
    
    78Other current liabilities
    
    
    209
    
    
    
    201Total current liabilities
    
    
    6,830
    
    
    
    7,468Long-term financing
    
    
    7,514
    
    
    
    7,566Capital lease obligation
    
    
    283
    
    
    
    505Deferred rent
    
    
    528
    
    
    
    590Other liabilities
    
    
    326
    
    
    
    433COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, 10,000,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, $.01 par value:Authorized shares  40,000,000Issued and outstanding shares  9,173,000 and 8,946,000 at June 30,
2007 and December 31, 2006, respectively
    
    
    92
    
    
    
    89Additional paid-in capital
    
    
    37,597
    
    
    
    37,408Accumulated deficit
    
    
    (18,593
    )
    
    
    (20,019
    )Total stockholders equity
    
    
    19,096
    
    
    
    17,478Total liabilities and stockholders equity
    
    $
    34,577
    
    
    $
    34,040
  3




---



##### Table of Contents



PYRAMID BREWERIES INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (in thousands, except share data)
 Three Month Period Ended
    
    
    Six Month Period EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Gross sales
    
    $
    13,750
    
    
    $
    14,576
    
    
    $
    24,905
    
    
    $
    26,083Less excise taxes
    
    
    941
    
    
    
    836
    
    
    
    1,732
    
    
    
    1,487Net sales
    
    
    12,809
    
    
    
    13,740
    
    
    
    23,173
    
    
    
    24,596Cost of sales
    
    
    9,051
    
    
    
    10,128
    
    
    
    17,149
    
    
    
    18,504Gross margin
    
    
    3,758
    
    
    
    3,612
    
    
    
    6,024
    
    
    
    6,092Selling, general and administrative expenses
    
    
    3,575
    
    
    
    3,489
    
    
    
    6,974
    
    
    
    6,419Gain on sale of net assets (Note 2)
    
    
    
    
    
    
    
    
    
    
    2,436
    
    
    
    Operating income (loss)
    
    
    183
    
    
    
    123
    
    
    
    1,486
    
    
    
    (327
    )Other expense, net
    
    
    (27
    )
    
    
    (95
    )
    
    
    (57
    )
    
    
    (146
    )Income (loss) before income taxes
    
    
    156
    
    
    
    28
    
    
    
    1,429
    
    
    
    (473
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (4
    )Net income (loss)
    
    $
    156
    
    
    $
    28
    
    
    $
    1,426
    
    
    $
    (477
    )Basic and diluted net earnings (loss) per share
    
    $
    0.02
    
    
    $
    
    
    
    $
    0.16
    
    
    $
    (0.05
    )Weighted average basic shares outstanding
    
    
    8,984,000
    
    
    
    8,816,000
    
    
    
    8,973,000
    
    
    
    8,813,000Weighted average diluted shares outstanding
    
    
    9,196,000
    
    
    
    8,943,000
    
    
    
    9,197,000
    
    
    
    8,813,000
  4




---



##### Table of Contents



PYRAMID BREWERIES INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (in thousands)
 Six Month Period EndedJune 30,2007
    
    
    2006OPERATING ACTIVITIES:Net income (loss)
    
    $
    1,426
    
    
    $
    (477
    )Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    1,109
    
    
    
    1,240Stock-based compensation expense
    
    
    124
    
    
    
    212Loss on disposal of equipment
    
    
    
    
    
    
    7Gain on sale of net assets
    
    
    (2,436
    )
    
    
    Deferred rent
    
    
    (58
    )
    
    
    (38
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (709
    )
    
    
    (843
    )Inventories
    
    
    (133
    )
    
    
    (371
    )Prepaid expenses and other
    
    
    224
    
    
    
    (136
    )Accounts payable and accrued expenses
    
    
    (1,131
    )
    
    
    654Refundable deposits
    
    
    321
    
    
    
    119Net cash (used in) provided by operating activities
    
    
    (1,263
    )
    
    
    367INVESTING ACTIVITIES:Acquisition of fixed assets
    
    
    (1,360
    )
    
    
    (564
    )Proceeds from sale of net assets
    
    
    2,942
    
    
    
    Net cash provided by (used in) investing activities
    
    
    1,582
    
    
    
    (564
    )FINANCING ACTIVITIES:Payments on capital lease obligation
    
    
    (207
    )
    
    
    (71
    )Payments on TTB excise tax obligation
    
    
    (99
    )
    
    
    Payments on long-term financing
    
    
    (52
    )
    
    
    (49
    )Proceeds from exercise of stock options and stock issuance through the employee stock purchase
plan
    
    
    68
    
    
    
    17Net cash used in financing activities
    
    
    (290
    )
    
    
    (103
    )Increase (decrease) in cash and cash equivalents
    
    
    29
    
    
    
    (300
    )Cash and cash equivalents at beginning of period
    
    
    227
    
    
    
    416Cash and cash equivalents at end of period
    
    $
    256
    
    
    $
    116
  5




---



##### Table of Contents



PYRAMID BREWERIES INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Nature of Operations and Summary of Significant Accounting Policies
 The Company
  Basis of Presentation
  Basis of Consolidation
  Impairment of Long-lived Assets
  Inventories
  6




---



##### Table of Contents



Revenue Recognition
   Reporting Revenue as a Principal versus Net as an Agent
 Excise Taxes
   Net Earnings (Loss) Per Share
   Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(in thousands except per share data)Net income (loss)
    
    $
    156
    
    
    $
    28
    
    
    $
    1,426
    
    
    $
    (477
    )Shares:Weighted average basic shares outstanding
    
    
    8,984
    
    
    
    8,816
    
    
    
    8,973
    
    
    
    8,813Dilutive effect of employee stock options and awards
    
    
    212
    
    
    
    127
    
    
    
    224
    
    
    
    Weighted average diluted shares outstanding
    
    
    9,196
    
    
    
    8,943
    
    
    
    9,197
    
    
    
    8,813Basic and diluted net earnings (loss) per share
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    0.16
    
    
    $
    (0.05
    )
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006(in thousands)Shares
excluded from
calculation of
dilutive net
earnings (loss) per
share
    
    
    
    
    
    
    188
    
    
    
    
    
    
    
    615
 7




---



##### Table of Contents



Liquidity
       Recently Issued Accounting Pronouncements
 Fair
Value Measurements,
 The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 8




---



##### Table of Contents



Reclassification
  2. Thomas Kemper Soda Transaction
    3. Stock-Based Compensation
 Share-Based Payment, Accounting for Stock-Based Compensation Accounting for Stock-Based Compensation Transition and Disclosure
 Stock Option Plans
  2007
    
    2006Expected life
    
    6 yrs
    
    6 yrsRisk free interest rate
    
    
    4.8
    %
    
    
    4.9
    %Expected volatility
    
    
    42
    %
    
    
    51
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
 Restricted Stock Awards
  9




---



##### Table of Contents



Employee Stock Purchase Plan
   Stock-based Compensation Expense and Proceeds
    4. Inventories
  June 30,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    855
    
    
    $
    825Work in process
    
    
    259
    
    
    
    226Finished goods
    
    
    896
    
    
    
    826$
    2,010
    
    
    $
    1,877
  5. Line of Credit
  10




---



##### Table of Contents



6. Capital Lease
  7. Litigation and Contingencies
   8. Segment Information
  ).
 11




---



##### Table of Contents



BeverageOperations
    
    Alehouse
    
    Other
    
    TotalQuarter ended June 30, 2007Gross revenues from external customers
    
    $
    9,336
    
    
    $
    4,414
    
    
    $
    
    
    
    $
    13,750Net revenues from external customers
    
    
    8,395
    
    
    
    4,414
    
    
    
    
    
    
    
    12,809Intersegment revenues
    
    
    142
    
    
    
    
    
    
    
    (142
    )
    
    
    Operating income (loss)
    
    
    1,548
    
    
    
    407
    
    
    
    (1,772
    )
    
    
    183Capital expenditures
    
    
    834
    
    
    
    83
    
    
    
    56
    
    
    
    973Total assets
    
    
    21,139
    
    
    
    4,712
    
    
    
    8,726
    
    
    
    34,577Quarter ended June 30, 2006Gross revenues from external customers
    
    $
    10,575
    
    
    $
    4,001
    
    
    $
    
    
    
    $
    14,576Net revenues from external customers
    
    
    9,739
    
    
    
    4,001
    
    
    
    
    
    
    
    13,740Intersegment revenues
    
    
    131
    
    
    
    
    
    
    
    (131
    )
    
    
    Operating income (loss)
    
    
    1,840
    
    
    
    379
    
    
    
    (2,096
    )
    
    
    123Capital expenditures
    
    
    632
    
    
    
    26
    
    
    
    8
    
    
    
    666Total assets
    
    
    21,636
    
    
    
    5,376
    
    
    
    8,411
    
    
    
    35,423Six months ended June 30, 2007Gross revenues from external customers
    
    $
    17,127
    
    
    
    7,778
    
    
    
    
    
    
    
    24,905Net revenues from external customers
    
    
    15,395
    
    
    
    7,778
    
    
    
    
    
    
    
    23,173Intersegment revenues
    
    
    250
    
    
    
    
    
    
    
    (250
    )
    
    
    Operating income (loss)
    
    
    4,850
    
    
    
    332
    
    
    
    (3,696
    )
    
    
    1,486Capital expenditures
    
    
    1,084
    
    
    
    190
    
    
    
    86
    
    
    
    1,360Total assets
    
    
    21,139
    
    
    
    4,712
    
    
    
    8,726
    
    
    
    34,577Six months ended June 30, 2006Gross revenues from external customers
    
    $
    18,726
    
    
    $
    7,357
    
    
    $
    
    
    
    $
    26,083Net revenues from external customers
    
    
    17,239
    
    
    
    7,357
    
    
    
    
    
    
    
    24,596Intersegment revenues
    
    
    260
    
    
    
    
    
    
    
    (260
    )
    
    
    Operating income (loss)
    
    
    3,053
    
    
    
    350
    
    
    
    (3,730
    )
    
    
    (327
    )Capital expenditures
    
    
    1,685
    
    
    
    26
    
    
    
    8
    
    
    
    1,719Total assets
    
    
    21,636
    
    
    
    5,376
    
    
    
    8,411
    
    
    
    35,423
 12




---



##### Table of Contents



Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
 This report contains forward-looking statements within the meaning of the federal securities
laws. All statements that do not concern historical facts are forward-looking statements concerning
future performance, developments or events, concerning potential sales, restaurant expansion,
production capacity, pending agreements with third parties and any other guidance on future
periods, constitute forward-looking statements. These statements may be identified by the use of
forward-looking terminology such as anticipate, believe, continue, could, estimate,
expect, intend, may, might, plan, potential, predict, should, or will, or the
negative thereof, or comparable terminology. While we believe these expectations, assumptions,
estimates and projections are reasonable, such forward-looking statements are only predictions and
involve known and unknown risks and uncertainties, many of which are beyond our control and which
could cause actual results or outcomes to differ materially from our stated expectations. Some
factors, which could cause or contribute to such differences include, but are not limited to, those
discussed in Item 1A of Part I, Risk Factors, included in our Annual Report on Form 10-K for the
year ended December 31, 2006 and our Quarterly Report on Form 10-Q for the quarter ended March 30,
2007 as filed with the Securities and Exchange Commission (SEC). Any forward-looking statements
are made only as of the date hereof. We do not intend to update any such statements or to publicly
announce the results of any revisions to any such statements to reflect future events or
developments, except as may be required by law. Our actual future results could differ materially
from those projected in the forward-looking statements. We assume no obligation to update the
forward-looking statements for such factors.
 Overview
    13




---



##### Table of Contents



Results of Operations
  SELECTED UNAUDITED OPERATING DATA
 Three Month Period Ended June 30,(in thousands, except barrel & per share amounts)% of
    
    
    
    
    
    
    % of2007
    
    
    Net Sales
    
    
    2006
    
    
    Net SalesGross sales
    
    $
    13,750
    
    
    
    
    
    
    $
    14,576Less excise taxes
    
    
    941
    
    
    
    
    
    
    
    836Net sales
    
    
    12,809
    
    
    
    100.0
    
    
    
    13,740
    
    
    
    100.0Cost of sales
    
    
    9,051
    
    
    
    70.7
    
    
    
    10,128
    
    
    
    73.7Gross margin
    
    
    3,758
    
    
    
    29.3
    
    
    
    3,612
    
    
    
    26.3Selling, general and administrative
expenses
    
    
    3,575
    
    
    
    27.9
    
    
    
    3,489
    
    
    
    25.4Operating income
    
    
    183
    
    
    
    1.4
    
    
    
    123
    
    
    
    0.9Other expense, net
    
    
    (27
    )
    
    
    (0.2
    )
    
    
    (95
    )
    
    
    (0.7
    )Income before income taxes
    
    
    156
    
    
    
    1.2
    
    
    
    28
    
    
    
    0.2Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    156
    
    
    
    1.2
    
    
    $
    28
    
    
    
    0.2Basic and diluted net earnings per share
    
    $
    0.02
    
    
    
    
    
    
    $
    0.00Operating data (in barrels):Beer shipped
    
    
    52,800
    
    
    
    
    
    
    
    51,900Soda shipped
    
    
    11,600
    
    
    
    
    
    
    
    13,900Total shipped
    
    
    64,400
    
    
    
    
    
    
    
    65,800Annual production capacity
    
    
    265,000
    
    
    
    
    
    
    
    265,000
 Six Month Period Ended June 30,(in thousands, except barrel & per share amounts)% of
    
    
    
    
    
    
    % of2007
    
    
    Net Sales
    
    
    2006
    
    
    Net SalesGross sales
    
    $
    24,905
    
    
    
    
    
    
    $
    26,083Less excise taxes
    
    
    1,732
    
    
    
    
    
    
    
    1,487Net sales
    
    
    23,173
    
    
    
    100.0
    
    
    
    24,596
    
    
    
    100.0Cost of sales
    
    
    17,149
    
    
    
    74.0
    
    
    
    18,504
    
    
    
    75.2Gross margin
    
    
    6,024
    
    
    
    26.0
    
    
    
    6,092
    
    
    
    24.8Selling, general and administrative expenses
    
    
    6,974
    
    
    
    30.1
    
    
    
    6,419
    
    
    
    26.1Gain on sale of net assets
    
    
    2,436
    
    
    
    10.5
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    1,486
    
    
    
    6.4
    
    
    
    (327
    )
    
    
    (1.3
    )Other expense, net
    
    
    (57
    )
    
    
    (0.2
    )
    
    
    (146
    )
    
    
    (0.6
    )Income (loss) before income taxes
    
    
    1,429
    
    
    
    6.2
    
    
    
    (473
    )
    
    
    (1.9
    )Provision for income taxes
    
    
    (3
    )
    
    
    
    
    
    
    (4
    )
    
    
    Net income (loss)
    
    $
    1,426
    
    
    
    6.2
    
    
    $
    (477
    )
    
    
    (1.9
    )Basic and diluted net earnings (loss) per share
    
    $
    0.16
    
    
    
    
    
    
    $
    (0.05
    )Operating data (in barrels):Beer shipped
    
    
    97,500
    
    
    
    
    
    
    
    94,500Soda shipped
    
    
    20,400
    
    
    
    
    
    
    
    21,900Total shipped
    
    
    117,900
    
    
    
    
    
    
    
    116,400Annual production capacity
    
    
    265,000
    
    
    
    
    
    
    
    265,000
 QUARTER ENDED JUNE 30, 2007 COMPARED TO QUARTER ENDED JUNE 30, 2006
 Gross Sales.
 14




---



##### Table of Contents



Excise Taxes.
 Gross Margin
 Three Month Period Ended June 30,(in thousands)% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    SegmentGross Margin
    
    2007
    
    
    Net Sales
    
    
    2006
    
    
    Net Sales
    
    
    $ Change
    
    
    % ChangeBeverage Division
    
    $
    3,351
    
    
    
    39.9
    %
    
    $
    3,233
    
    
    
    33.2
    %
    
    $
    118
    
    
    
    3.6
    %Alehouse Division
    
    
    407
    
    
    
    9.2
    %
    
    
    379
    
    
    
    9.5
    %
    
    
    28
    
    
    
    7.4
    %Total
    
    $
    3,758
    
    
    
    29.3
    %
    
    $
    3,612
    
    
    
    26.3
    %
    
    $
    146
    
    
    
    4.0
    %
 Selling, General and Administrative Expenses
 Other Expense, Net
 Income Taxes
 Net Income
 15




---



##### Table of Contents



SIX MONTH PERIOD ENDED JUNE 30, 2007 COMPARED TO SIX MONTH PERIOD ENDED JUNE 30, 2006
 Gross Sales.
 Excise Taxes.
 Gross Margin
 Six Month Period Ended June 30,(in thousands)% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    SegmentGross Margin
    
    2007
    
    
    Net Sales
    
    
    2006
    
    
    Net Sales
    
    
    $ Change
    
    
    % ChangeBeverage Division
    
    $
    5,692
    
    
    
    37.0
    %
    
    $
    5,741
    
    
    
    33.3
    %
    
    $
    (49
    )
    
    
    (0.9
    )%Alehouse Division
    
    
    332
    
    
    
    4.3
    %
    
    
    351
    
    
    
    4.8
    %
    
    
    (19
    )
    
    
    (5.4
    )%Total
    
    $
    6,024
    
    
    
    26.0
    %
    
    $
    6,092
    
    
    
    24.8
    %
    
    $
    (68
    )
    
    
    (1.1
    )%
 Selling, General and Administrative Expenses
 Other Expense, Net
 16




---



##### Table of Contents



Income Taxes
 Net Income (Loss).
 Liquidity and Capital Resources and Commitments
         17




---



##### Table of Contents



Contingencies
   Critical Accounting Policies
  
 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4. Controls and Procedures
 Procedures
 Procedures
 (a) Evaluation of disclosure controls and procedure
  (b) Changes in internal controls
  18




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1A. Risk Factors
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Numberof SharesFor
    
    WithheldTerm Expiring in 2009Jurgen Auerbach
    
    
    8,573,304
    
    
    
    50,074David Rostov
    
    
    8,565,829
    
    
    
    57,549Term Expiring in 2010Kurt Dammeier
    
    
    8,571,904
    
    
    
    51,474Helen Rockey
    
    
    8,567,854
    
    
    
    55,524
  Numberof SharesFor
    
    Against
    
    AbstainRatifyMoss Adams LLP
    
    
    8,591,450
    
    
    
    16,001
    
    
    
    15,927
  
 ITEM 6. EXHIBITS
 31.1
    
    Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: Scott S. Barnum, President
and Chief Executive Officer31.2
    
    Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: Michael R. OBrien, Chief
Financial Officer & Vice President of Finance32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002: Scott S. Barnum, President and Chief Executive Officer32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002: Michael R. OBrien, Chief Financial Officer & Vice President of
Finance
 19




---



##### Table of Contents



SIGNATURE
  PYRAMID BREWERIES INC.By:
    /s/ SCOTT S. BARNUMScott S. BarnumPresident and Chief Executive OfficerBy:
    /s/ MICHAEL R. OBRIENMichael R. OBrienChief Financial Officer and Vice President of Finance

(Principal Financial Officer)  20