##### 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 SEPTEMBER 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




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##### 



PYRAMID BREWERIES INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets  September 30, 2007 and December 31, 2006
    
    
    3Condensed Consolidated Statements of Operations  Three and Nine Month Periods Ended September 30, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows  Nine Month Periods Ended September 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 6. Exhibits
    
    
    19SIGNATURES
    
    
    20EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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##### Table of Contents



PART I
 
 Item 1  FINANCIAL STATEMENTS
 PYRAMID BREWERIES INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    580
    
    
    $
    227Accounts receivable, net of $20 allowance
    
    
    4,014
    
    
    
    3,052Inventories
    
    
    2,221
    
    
    
    1,877Prepaid expenses and other
    
    
    1,090
    
    
    
    806Current assets held for sale
    
    
    
    
    
    
    86Total current assets
    
    
    7,905
    
    
    
    6,048Fixed assets, net of accumulated depreciation of $19,173 and $17,588
    
    
    26,731
    
    
    
    26,284Assets held for sale, long term
    
    
    
    
    
    
    432Intangibles, net
    
    
    84
    
    
    
    118Escrow reserve
    
    
    806
    
    
    
    765Other assets
    
    
    435
    
    
    
    393Total assets
    
    $
    35,961
    
    
    $
    34,040LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    3,521
    
    
    $
    3,260Accrued expenses
    
    
    3,289
    
    
    
    2,834Refundable deposits
    
    
    841
    
    
    
    483Current portion of long-term financing
    
    
    109
    
    
    
    105Current portion of capital lease obligation
    
    
    407
    
    
    
    385Deferred rent  current
    
    
    126
    
    
    
    122Liabilities held for sale
    
    
    
    
    
    
    78Other current liabilities
    
    
    213
    
    
    
    201Total current liabilities
    
    
    8,506
    
    
    
    7,468Long-term financing
    
    
    7,485
    
    
    
    7,566Capital lease obligation
    
    
    169
    
    
    
    505Deferred rent
    
    
    496
    
    
    
    590Other liabilities
    
    
    272
    
    
    
    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  9,180,000 and 8,946,000 at
September 30, 2007 and December 31, 2006, respectively
    
    
    92
    
    
    
    89Additional paid-in capital
    
    
    37,635
    
    
    
    37,408Accumulated deficit
    
    
    (18,694
    )
    
    
    (20,019
    )Total stockholders equity
    
    
    19,033
    
    
    
    17,478Total liabilities and stockholders equity
    
    $
    35,961
    
    
    $
    34,040
  3




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##### Table of Contents



PYRAMID BREWERIES INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share data)
 Three Month Period Ended
    
    
    Nine Month Period EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Gross sales
    
    $
    14,571
    
    
    $
    15,777
    
    
    $
    39,476
    
    
    $
    41,859Less excise taxes
    
    
    998
    
    
    
    1,675
    
    
    
    2,730
    
    
    
    3,162Net sales
    
    
    13,573
    
    
    
    14,102
    
    
    
    36,746
    
    
    
    38,697Cost of sales
    
    
    9,729
    
    
    
    10,769
    
    
    
    26,878
    
    
    
    29,276Gross margin
    
    
    3,844
    
    
    
    3,333
    
    
    
    9,868
    
    
    
    9,421Selling, general and administrative expenses
    
    
    3,904
    
    
    
    3,230
    
    
    
    10,878
    
    
    
    9,649Gain on sale of net assets (Note 2)
    
    
    
    
    
    
    
    
    
    
    2,436
    
    
    
    Operating (loss) income
    
    
    (60
    )
    
    
    103
    
    
    
    1,426
    
    
    
    (228
    )Other expense, net
    
    
    (41
    )
    
    
    28
    
    
    
    (98
    )
    
    
    (114
    )(Loss) income before income taxes
    
    
    (101
    )
    
    
    131
    
    
    
    1,328
    
    
    
    (342
    )Provision for income taxes
    
    
    
    
    
    
    (1
    )
    
    
    (3
    )
    
    
    (6
    )Net (loss) income
    
    $
    (101
    )
    
    $
    130
    
    
    $
    1,325
    
    
    $
    (348
    )Basic net (loss) earnings per share
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.15
    
    
    $
    (0.04
    )Diluted net (loss) earnings per share
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.14
    
    
    $
    (0.04
    )Weighted average basic shares outstanding
    
    
    8,996,000
    
    
    
    8,925,000
    
    
    
    8,981,000
    
    
    
    8,851,000Weighted average diluted shares outstanding
    
    
    8,996,000
    
    
    
    8,981,000
    
    
    
    9,172,000
    
    
    
    8,851,000
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PYRAMID BREWERIES INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 Nine Month Period EndedSeptember 30,2007
    
    
    2006OPERATING ACTIVITIES:Net income (loss)
    
    $
    1,325
    
    
    $
    (348
    )Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    1,654
    
    
    
    1,817Stock-based compensation expense
    
    
    147
    
    
    
    240Loss on disposal of equipment
    
    
    
    
    
    
    7Gain on sale of net assets
    
    
    (2,436
    )
    
    
    Deferred rent
    
    
    (90
    )
    
    
    (56
    )TTB excise tax obligation
    
    
    
    
    
    
    700Changes in operating assets and liabilities:Accounts receivable
    
    
    (962
    )
    
    
    (1,042
    )Inventories
    
    
    (344
    )
    
    
    (522
    )Prepaid expenses and other
    
    
    (247
    )
    
    
    (328
    )Accounts payable and accrued expenses
    
    
    491
    
    
    
    265Refundable deposits
    
    
    360
    
    
    
    9Net cash (used in) provided by operating activities
    
    
    (102
    )
    
    
    742INVESTING ACTIVITIES:Acquisition of fixed assets
    
    
    (2,033
    )
    
    
    (725
    )Proceeds from sale of net assets
    
    
    2,945
    
    
    
    Net cash provided by (used in) investing activities
    
    
    912
    
    
    
    (725
    )FINANCING ACTIVITIES:Payments on capital lease obligation
    
    
    (314
    )
    
    
    (177
    )Payments on TTB excise tax obligation
    
    
    (149
    )
    
    
    Payments on long-term financing
    
    
    (77
    )
    
    
    (73
    )Proceeds from exercise of stock options and stock issuance through the employee stock purchase
plan
    
    
    83
    
    
    
    20Net cash used in financing activities
    
    
    (457
    )
    
    
    (230
    )Increase (decrease) in cash and cash equivalents
    
    
    353
    
    
    
    (213
    )Cash and cash equivalents at beginning of period
    
    
    227
    
    
    
    416Cash and cash equivalents at end of period
    
    $
    580
    
    
    $
    203
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##### 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




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Revenue Recognition
   Reporting Revenue as a Principal versus Net as an Agent
 Excise Taxes
   Net Earnings (Loss) Per Share
   Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(in thousands except per share data)Net (loss) income
    
    $
    (101
    )
    
    $
    130
    
    
    $
    1,325
    
    
    $
    (348
    )Shares:Weighted average basic shares outstanding
    
    
    8,996
    
    
    
    8,925
    
    
    
    8,981
    
    
    
    8,851Dilutive effect of employee stock options and awards
    
    
    
    
    
    
    56
    
    
    
    191
    
    
    
    Weighted average diluted shares outstanding
    
    
    8,996
    
    
    
    8,981
    
    
    
    9,172
    
    
    
    8,851Basic net (loss) earnings per share
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.15
    
    
    $
    (0.04
    )Diluted net (loss) earnings per share
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    0.14
    
    
    $
    (0.04
    )
  Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2006
    
    2007
    
    2006(in thousands)Shares excluded
from calculation of
dilutive net (loss)
earnings per share
    
    
    717
    
    
    
    207
    
    
    
    
    
    
    
    567
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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




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##### 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
    %
 9




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##### Table of Contents



Restricted Stock Awards
    Employee Stock Purchase Plan
   Stock-based Compensation Expense and Proceeds
    4. Inventories
  September 30,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    896
    
    
    $
    825Work in process
    
    
    278
    
    
    
    226Finished goods
    
    
    1,047
    
    
    
    826$
    2,221
    
    
    $
    1,877
  10




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##### Table of Contents



5. Line of Credit
  6. Capital Lease
  7. Litigation and Contingencies
    8. Segment Information
  ).
 11




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##### Table of Contents



BeverageOperations
    
    Alehouse
    
    Other
    
    TotalQuarter ended September 30, 2007Gross sales from external customers
    
    $
    10,200
    
    
    $
    4,371
    
    
    $
    
    
    
    $
    14,571Net sales from external customers
    
    
    9,202
    
    
    
    4,371
    
    
    
    
    
    
    
    13,573Intersegment revenues
    
    
    150
    
    
    
    
    
    
    
    (150
    )
    
    
    Operating income (loss)
    
    
    1,708
    
    
    
    399
    
    
    
    (2,167
    )
    
    
    (60
    )Capital expenditures
    
    
    403
    
    
    
    222
    
    
    
    48
    
    
    
    673Total assets
    
    
    21,708
    
    
    
    4,717
    
    
    
    9,536
    
    
    
    35,961Quarter ended September 30, 2006Gross sales from external customers
    
    $
    11,632
    
    
    $
    4,145
    
    
    $
    
    
    
    $
    15,777Net sales from external customers
    
    
    9,957
    
    
    
    4,145
    
    
    
    
    
    
    
    14,102Intersegment revenues
    
    
    152
    
    
    
    
    
    
    
    (152
    )
    
    
    Operating income (loss)
    
    
    1,514
    
    
    
    407
    
    
    
    (1,818
    )
    
    
    103Capital expenditures
    
    
    139
    
    
    
    23
    
    
    
    
    
    
    
    162Total assets
    
    
    21,700
    
    
    
    5,173
    
    
    
    8,764
    
    
    
    35,637Nine months ended September 30, 2007Gross sales from external customers
    
    $
    27,327
    
    
    $
    12,149
    
    
    $
    
    
    
    $
    39,476Net sales from external customers
    
    
    24,597
    
    
    
    12,149
    
    
    
    
    
    
    
    36,746Intersegment revenues
    
    
    400
    
    
    
    
    
    
    
    (400
    )
    
    
    Operating income (loss)
    
    
    6,558
    
    
    
    731
    
    
    
    (5,863
    )
    
    
    1,426Capital expenditures
    
    
    1,487
    
    
    
    412
    
    
    
    134
    
    
    
    2,033Total assets
    
    
    21,708
    
    
    
    4,717
    
    
    
    9,536
    
    
    
    35,961Nine months ended September 30, 2006Gross sales from external customers
    
    $
    30,357
    
    
    $
    11,502
    
    
    $
    
    
    
    $
    41,859Net sales from external customers
    
    
    27,195
    
    
    
    11,502
    
    
    
    
    
    
    
    38,697Intersegment revenues
    
    
    411
    
    
    
    
    
    
    
    (411
    )
    
    
    Operating income (loss)
    
    
    4,564
    
    
    
    757
    
    
    
    (5,549
    )
    
    
    (228
    )Capital expenditures
    
    
    1,824
    
    
    
    49
    
    
    
    7
    
    
    
    1,880Total assets
    
    
    21,700
    
    
    
    5,173
    
    
    
    8,764
    
    
    
    35,637
 9.
Subsequent Event
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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 and June 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




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Results of Operations
  SELECTED UNAUDITED OPERATING DATA
 Three Month Period Ended September 30,(in thousands, except barrel & per share amounts)% of
    
    
    
    
    
    
    % of2007
    
    
    Net Sales
    
    
    2006
    
    
    Net SalesGross sales
    
    $
    14,571
    
    
    
    
    
    
    $
    15,777Less excise taxes
    
    
    998
    
    
    
    
    
    
    
    1,675Net sales
    
    
    13,573
    
    
    
    100.0
    
    
    
    14,102
    
    
    
    100.0Cost of sales
    
    
    9,729
    
    
    
    71.7
    
    
    
    10,769
    
    
    
    76.4Gross margin
    
    
    3,844
    
    
    
    28.3
    
    
    
    3,333
    
    
    
    23.6Selling, general and administrative expenses
    
    
    3,904
    
    
    
    28.8
    
    
    
    3,230
    
    
    
    22.9Operating (loss) income
    
    
    (60
    )
    
    
    (0.5
    )
    
    
    103
    
    
    
    0.7Other expense, net
    
    
    (41
    )
    
    
    (0.3
    )
    
    
    28
    
    
    
    0.2(Loss) income before income taxes
    
    
    (101
    )
    
    
    (0.8
    )
    
    
    131
    
    
    
    0.9Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    Net (loss) income
    
    $
    (101
    )
    
    
    (0.8
    )
    
    $
    130
    
    
    
    0.9Basic and diluted net (loss) earnings per share
    
    $
    (0.01
    )
    
    
    
    
    
    $
    0.01Operating data (in barrels):Beer shipped
    
    
    56,500
    
    
    
    
    
    
    
    53,400Contract
manufactured and soda shipped1
    
    
    12,900
    
    
    
    
    
    
    
    16,600Total shipped
    
    
    69,400
    
    
    
    
    
    
    
    70,000Annual production capacity
    
    
    265,000
    
    
    
    
    
    
    
    265,000
 Nine Month Period Ended September 30,(in thousands, except barrel & per share amounts)% of
    
    
    
    
    
    
    % of2007
    
    
    Net Sales
    
    
    2006
    
    
    Net SalesGross sales
    
    $
    39,476
    
    
    
    
    
    
    $
    41,859Less excise taxes
    
    
    2,730
    
    
    
    
    
    
    
    3,162Net sales
    
    
    36,746
    
    
    
    100.0
    
    
    
    38,697
    
    
    
    100.0Cost of sales
    
    
    26,878
    
    
    
    73.1
    
    
    
    29,276
    
    
    
    75.7Gross margin
    
    
    9,868
    
    
    
    26.9
    
    
    
    9,421
    
    
    
    24.3Selling, general and administrative expenses
    
    
    10,878
    
    
    
    29.6
    
    
    
    9,649
    
    
    
    24.9Gain on sale of net assets
    
    
    2,436
    
    
    
    6.6
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    1,426
    
    
    
    3.9
    
    
    
    (228
    )
    
    
    (0.6
    )Other expense, net
    
    
    (98
    )
    
    
    (0.3
    )
    
    
    (114
    )
    
    
    (0.3
    )Income (loss) before income taxes
    
    
    1,328
    
    
    
    3.6
    
    
    
    (342
    )
    
    
    (0.9
    )Provision for income taxes
    
    
    (3
    )
    
    
    
    
    
    
    (6
    )
    
    
    Net income (loss)
    
    $
    1,325
    
    
    
    3.6
    
    
    $
    (348
    )
    
    
    (0.9
    )Basic net earnings (loss) per share
    
    $
    0.15
    
    
    
    
    
    
    $
    (0.04
    )Diluted net earnings (loss) per share
    
    $
    0.14
    
    
    
    
    
    
    $
    (0.04
    )Operating data (in barrels):Beer shipped
    
    
    152,600
    
    
    
    
    
    
    
    142,700Contract
manufactured and soda shipped1
    
    
    34,700
    
    
    
    
    
    
    
    43,800Total shipped
    
    
    187,300
    
    
    
    
    
    
    
    186,500Annual production capacity
    
    
    265,000
    
    
    
    
    
    
    
    265,000
 
 1
    
    Prior year shipment data has been reclassified to conform to current year
presentation. In the prior year, contract manufactured beer was included in total beer shipped.
Current year contract manufactured and soda shipped includes soda
which we began contract manufacturing for a
third party in 2007 and contract manufactured beer. 14




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QUARTER ENDED SEPTEMBER 30, 2007 COMPARED TO QUARTER ENDED SEPTEMBER 30, 2006
 Gross Sales.
 Excise Taxes.
 Gross Margin
 Three Month Period Ended September 30,(in thousands)% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    SegmentGross Margin
    
    2007
    
    
    Net Sales
    
    
    2006
    
    
    Net Sales
    
    
    $ Change
    
    
    % ChangeBeverage Division
    
    $
    3,445
    
    
    
    37.4
    %
    
    $
    2,926
    
    
    
    29.4
    %
    
    $
    519
    
    
    
    17.7
    %Alehouse Division
    
    
    399
    
    
    
    9.1
    %
    
    
    407
    
    
    
    9.8
    %
    
    
    (8
    )
    
    
    (2.0
    )%Total
    
    $
    3,844
    
    
    
    28.3
    %
    
    $
    3,333
    
    
    
    23.6
    %
    
    $
    511
    
    
    
    15.3
    %
 Selling, General and Administrative Expenses
 Other Expense, Net
 Income Taxes
 15




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##### Table of Contents



Net Loss
 NINE MONTH PERIOD ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTH PERIOD ENDED SEPTEMBER 30,
2006
 Gross Sales.
 Excise Taxes.
 Gross Margin
 Nine Month Period Ended June 30,(in thousands)% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    SegmentGross Margin
    
    2007
    
    
    Net Sales
    
    
    2006
    
    
    Net Sales
    
    
    $ Change
    
    
    % ChangeBeverage Division
    
    $
    9,137
    
    
    
    37.1
    %
    
    $
    8,664
    
    
    
    31.9
    %
    
    $
    473
    
    
    
    5.5
    %Alehouse Division
    
    
    731
    
    
    
    6.0
    %
    
    
    757
    
    
    
    6.6
    %
    
    
    (26
    )
    
    
    (3.4
    %)Total
    
    $
    9,868
    
    
    
    26.9
    %
    
    $
    9,421
    
    
    
    24.3
    %
    
    $
    447
    
    
    
    4.7
    %
 Selling, General and Administrative Expenses
 16




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##### Table of Contents



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




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##### 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
  18




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##### Table of Contents



(b) Changes in internal controls
  
 PART II  OTHER INFORMATION
 
 ITEM 1A. Risk Factors
  
 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




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##### 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