Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 48 261K
3: EX-10.11 Material Contract 2 13K
4: EX-10.12 Material Contract 5 24K
5: EX-10.27 Material Contract 5 22K
6: EX-10.28 Material Contract 4 21K
7: EX-10.29 Material Contract 5 24K
8: EX-10.30 Material Contract 5 25K
9: EX-10.31 Material Contract 5 25K
10: EX-10.32 Material Contract 5 25K
11: EX-10.33 Material Contract 3 16K
12: EX-10.34 Material Contract 2 14K
13: EX-10.35 Material Contract 3 17K
14: EX-10.36 Material Contract 19 106K
15: EX-10.37 Material Contract 4 26K
16: EX-10.38 Material Contract 6 35K
17: EX-10.39 Material Contract 6 30K
2: EX-10.7 Material Contract 2 12K
18: EX-23.1 Consent of Experts or Counsel 1 9K
19: EX-23.2 Consent of Experts or Counsel 1 9K
21: EX-27 Financial Data Schedule (Pre-XBRL) 2 9K
20: EX-99 Miscellaneous Exhibit 9 50K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 10-KSB
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2000
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
COMMISSION FILE NUMBER 0-20845
BIG BUCK BREWERY & STEAKHOUSE, INC.
(Name of Small Business Issuer in Its Charter)
MICHIGAN 38-3196031
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
550 SOUTH WISCONSIN STREET, GAYLORD, MICHIGAN 49734
(Address of Principal Executive Offices, including Zip Code)
(517) 731-0401
(Issuer's Telephone Number, including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
COMMON STOCK ($.01 PAR VALUE)
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
/ /
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /
The issuer's revenues for its most recent fiscal year were $13,881.911.
The aggregate market value of the voting stock held by non-affiliates of
the issuer as of March 1, 2000, was approximately $6,367,327.
The number of shares of the common stock of the issuer outstanding as of
March 1, 2000, was 5,405,481.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
[Download Table]
Page
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PART I ................................................................... 1
ITEM 1 DESCRIPTION OF BUSINESS.................................... 1
ITEM 2 DESCRIPTION OF PROPERTY.................................... 8
ITEM 3 LEGAL PROCEEDINGS.......................................... 10
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 11
PART II ................................................................... 12
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS... 12
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.. 13
ITEM 7 FINANCIAL STATEMENTS....................................... 19
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE........................ 33
PART III ................................................................... 34
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. 34
ITEM 10 EXECUTIVE COMPENSATION..................................... 36
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................. 38
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 40
ITEM 13 EXHIBITS, LIST AND REPORTS ON FORM 8-K..................... 40
SIGNATURES ................................................................. 43
INDEX TO EXHIBITS........................................................... 44
i
PART I
ITEM 1 DESCRIPTION OF BUSINESS
THE FOLLOWING DESCRIPTION OF BIG BUCK'S BUSINESS CONTAINS CERTAIN
FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND
"INTENDS," OR COMPARABLE TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE PROJECTED. POTENTIAL PURCHASERS OF BIG BUCK'S SECURITIES ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS WHICH
ARE QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN.
OVERVIEW
Big Buck Brewery & Steakhouse, Inc. develops and operates
microbrewery/restaurants under the name "Big Buck Brewery & Steakhouse-SM-." Big
Buck currently operates one unit in each of the following cities in Michigan:
Gaylord, Grand Rapids and Auburn Hills. Big Buck plans to open a fourth unit in
Grapevine, Texas, a suburb of Dallas. Scheduled to open in the second half of
2000, this unit will be operated by Buck & Bass, L.P. pursuant to a joint
venture agreement between Big Buck and Bass Pro Outdoor World, L.P., a premier
retailer of outdoor sports equipment.
Big Buck Brewery & Steakhouses offer a casual dining atmosphere featuring
moderately priced steaks, ribs, hamburgers, chicken, fish, pasta and other food
and a distinctive selection of beers which are microbrewed on-site. Each unit
features a two-story stainless and copper microbrewery, contained behind glass
walls, which serves as an integral part of the restaurant "theme." Big Buck
features over ten beers ranging from a light golden ale to a dark full-bodied
stout, designed to satisfy the tastes of a broad spectrum of customers. Big Buck
also produces wines in Michigan under the label Auburn Hill Winery.
Big Buck also sells its microbrewed beer in its retail stores and off-site
through wholesale distributors in order to promote customer interest in Big Buck
Brewery & Steakhouses. A key element of Big Buck's strategy is to capitalize on
the growing interest of consumers in high quality, more flavorful microbrewed
beer. Big Buck believes it will generate customer loyalty to its beers and its
restaurant operations through customer identification with each local unit.
Big Buck was incorporated under the Michigan Business Corporation Act in
November 1993. Big Buck's executive office is located at 550 South Wisconsin
Street, Gaylord, Michigan 49734. Its telephone number is (517) 731-0401. Its
World Wide Web site address is www.bigbuck.com. Its Common Stock is quoted on
the Nasdaq SmallCap Market and trades under the ticker symbol "BBUC."
THE CRAFTBREWED AND SPECIALTY BEER MARKET
Big Buck's brewing operations are in the small but growing craftbrewing
segment of the United States brewing industry, which includes microbreweries
such as Big Buck, contract brewers, regional specialty brewers and brewpubs (a
field into which Big Buck intends to expand). Craftbrewed beers are
distinguishable from other domestically produced beers by their flavor and
brewing styles. Consumer interest in higher quality, more flavorful beer has
resulted in significant growth in the craftbrewed beer market during the last
several years.
BUSINESS STRATEGY - EXPANSION PLANS
Big Buck intends to develop and open units throughout the upper Midwest,
the Southeast and eventually across the United States, using its Auburn Hills
unit as a model. Development is currently underway for the fourth Big Buck
Brewery & Steakhouse in Grapevine, Texas, a suburb of Dallas. Scheduled to open
in the second half of 2000, this unit will be operated by Buck & Bass, L.P.
pursuant to a joint venture agreement between Big Buck
and Bass Pro. Through March 1, 2000, Big Buck had contributed approximately $1.8
million to the limited partnership to fund construction of the Grapevine unit.
In September 1999, Bass Pro declared the limited partnership agreement of
Buck & Bass, L.P. and the commercial sublease agreement for the Grapevine site
to be breached and in default due to, among other things, Big Buck's failure to
make its required capital contribution. In February 2000, Big Buck made all
required capital contributions and satisfied all subcontractors' liens and
claims. In March 2000, Big Buck and Bass Pro agreed in writing to the
reinstatement of the limited partnership agreement and the sublease.
A material default by Big Buck under the joint venture agreement entitles
Bass Pro to purchase Big Buck's interest in the joint venture at 40% of book
value, thereby eliminating Big Buck's interest in the Grapevine unit. Further,
Bass Pro has the right to purchase up to 15% of Big Buck's interest in the joint
venture, at 100% of Big Buck's original cost, within 24 months of the opening of
the Grapevine unit; provided, however, that Big Buck's interest in the joint
venture may not be reduced below 51%.
Following the opening of the Grapevine unit, Big Buck plans to explore the
possibility of expanding its joint venture agreement with Bass Pro to develop
and open Big Buck Brewery & Steakhouses adjacent to Bass Pro Outdoor World
superstores in several other cities in the Southeast, including, but not limited
to, each of the following markets: Nashville, Atlanta, Ft. Lauderdale and the
Washington, D.C. area. There can be no assurance that Big Buck will enter into
agreements to develop and operate additional units with Bass Pro or any other
joint venture partner. Big Buck must raise substantial proceeds to finance any
expansion beyond the Grapevine unit. See "Management's Discussion and Analysis
or Plan of Operation - Liquidity and Capital Resources."
Big Buck believes that one of the primary causes for the popularity to
date of its Big Buck Brewery & Steakhouse concept is the development of customer
loyalty to its craftbrewed beers. Big Buck believes its patrons, who may order a
Big Buck beer with a meal or sample a Big Buck beer at the bar, have developed a
loyalty to one of the distinctive Big Buck beers for a variety of reasons
including (a) the opportunity to identify their favorite Big Buck beer with
their local unit, (b) the opportunity to sample any of the handcrafted beers
available at the units and to select a favorite beer, and (c) the quality of Big
Buck beer. Increased customer loyalty to Big Buck beers results in repeat
business at each unit, thereby increasing revenues from restaurant operations
and off-site retail sales.
Sites for future units will be selected by management after consideration
of various strategic, regulatory, physical and demographic attributes.
Management believes that locations like that of the Gaylord unit, adjacent to a
major expressway; the Grand Rapids unit, located on a street with an average
daily vehicle count of approximately 52,000; and the Auburn Hills unit,
accessible to Detroit metro area residents, significantly increase restaurant
patronage. Management also reviews other demographic attributes of potential
communities into which it may expand. These attributes include traffic counts,
population, sales tax revenues, alcohol consumption and hotel capacity and
occupancy rates. In addition, management will consider the laws of each state
applicable to Big Buck before expanding into any new state. It is expected that
units located in metropolitan areas will be larger than those located outside
metropolitan areas and are expected to achieve higher revenues.
RESTAURANT OPERATIONS
GENERAL. A Big Buck Brewery & Steakhouse offers craftbrewed beer brewed
on-site along with a menu featuring steaks, ribs, hamburgers, chicken, fish,
pasta and other food in a unique, architecturally spacious setting. The units
offer over ten different types of beers ranging from a light golden ale to a
full-bodied stout. Big Buck attempts to create an exciting yet casual restaurant
where patrons can have fun and feel comfortable.
2
DESIGN AND LAYOUT. Big Buck Brewery & Steakhouses are built around the
microbrewery theme and feature large, open and visually stimulating dining
areas, highlighted by gleaming stainless steel and copper brewing equipment. The
Gaylord unit features a 4,000 square foot dining area and a 1,600 square foot
bar area, with combined seating capacity of approximately 420. It is decorated
with a rustic wood-finished interior, mounted deer racks, 36-foot high vaulted
ceilings and warm lighting. The specially commissioned Amish hand- carved wooden
furniture and overhead genuine Tennessee whisky barrel lighting fixtures add
character to the building's decor. The layout is flexible, permitting tables to
be rearranged to accommodate customer demand. A wall of television sets,
including a ten-foot screen television set, adjacent to the bar area provides
customers the opportunity to watch sporting and other special events. The
friendly and attentive staff, on-site brewing, summertime outdoor seating and
live music are designed to create an appealing atmosphere for lunch, dinner and
bar customers. The Grand Rapids unit's seating capacity is approximately 250 in
the restaurant and bar combined. The brewing and fermenting tanks of this unit
front directly on 28th Street, a street with an average daily vehicle count of
approximately 52,000. The Auburn Hills unit, which houses a 15-barrel brewing
system, encompasses approximately 26,700 square feet including brewery, bar and
restaurant, with a total seating capacity of approximately 650. This unit is
accessible to Detroit metro area residents. Each unit's interior follows the
same motif with a warm, cozy atmosphere utilizing soft lighting and Amish
furniture. The menu and beer styles are the same at each unit. Big Buck intends
to use the Auburn Hills unit as a model for future units.
MENU AND PRICING. The menu at each unit consists of appetizers, soups,
meal-sized salads, and entrees, including steaks, ribs, hamburgers, chicken,
fish, pastas as well as a variety of desserts. Management analyzes menu items
for popularity, profitability and ease of preparation. The menu items are
selected to complement Big Buck's craftbrewed beers. The menu is designed to
offer a broad range of prices that convey value to the customer. Entrees range
in price from $5.95 to $28.00 with an average entree price of $12.95. During
1999, on-site sales of beer and wine, including gift shop sales, accounted for
17.4%, 20.0% and 20.2% of the Gaylord, Grand Rapids and Auburn Hills unit sales,
respectively.
CUSTOMERS. Big Buck believes its restaurants appeal to a wide range of
customers and will draw clientele from throughout the region in which they are
located.
BREWING OPERATIONS
GENERAL. The brewery at the Gaylord unit presently has the capacity to
brew 10,000 barrels of beer per year, and is designed to produce 20,000 barrels
per year with the installation of additional fermentation tanks. The Grand
Rapids unit features a 7.5-barrel brewing system which can produce 7,000 barrels
per year with the installation of additional fermentation tanks. The Auburn
Hills unit features a 15-barrel brewing system which can produce 15,000 barrels
per year with the installation of additional fermentation tanks. Future units
will be built with initial brewing capacities of 2,000 to 5,000 barrels of beer
per year and are expected to have production capacities of 7,000 to 15,000
barrels per year with the installation of additional fermentation tanks. Big
Buck intends to purchase and install additional fermentation tanks as demand for
its beers requires increased production. Each brewery will be custom-designed to
be integrated into the restaurant layout in the most efficient and aesthetically
pleasing manner possible.
OFF-SITE DISTRIBUTION. Big Buck sells its microbrewed beer off-site
through wholesale distributors in order to promote customer interest in the Big
Buck Brewery & Steakhouse concept. Big Buck transports its beer from the Gaylord
unit to each distributor for redistribution to retailers which include bars,
pubs, restaurants and supermarkets. The beer is available by the keg to be
served on draft at restaurants, bars and pubs and is available in bottles for
retail sales. Presently, off-site sales of Big Buck's beer are generally limited
to within 200 miles of the Gaylord unit. Off-site sales of beer accounted for
approximately 2.5% of the Gaylord unit's revenues during 1999. The Gaylord unit
presently has the capacity to meet additional demand for off-site sales of beer.
3
PROMOTION OF PRODUCTS WITHIN LOCAL MARKETS. Big Buck markets its beer
locally with the use of point of sale materials as well as several forms of
other promotional materials including coasters, tap handles and color brochures.
These items are, for the most part, used by retailers to promote Big Buck beers
within their establishment. In addition, Big Buck offers guided tours of its
units to further increase consumer awareness of Big Buck beers. Big Buck
believes that its educational and promotional methods are more effective in
communicating with consumers than broad-based, less flexible national beer
advertising campaigns.
BREWING EQUIPMENT. Big Buck's brewing equipment was designed and built by
J.V. Northwest, Inc. of Wilsonville, Oregon, and is automated wherever possible.
The Gaylord unit's system begins with a 47-foot tall, stainless steel grain silo
fabricated to replicate a giant beer bottle. The silo is painted "beer bottle
brown" and the label was hand painted by a commissioned artist. The Gaylord unit
houses a 20-barrel mash tun; lauter tun; a brew kettle; 50-barrel hot liquor
tank; 50-barrel cold liquor tank; six 40-barrel fermenters; three 80-barrel
fermenters; two 40-barrel conditioning tanks and seven 10-barrel bright beer
serving tanks. Filtering is done through a diatomaceous earth filtering system
which removes yeast and other naturally occurring material resulting in a clear
final product. The brewery permits the production of a wide range of beer styles
which can be adapted to market demand for various beer styles today and into the
future. The Grand Rapids unit features a 7.5-barrel brewing system with four
15-barrel fermenters and five 15-barrel conditioning tanks which also serve as
bright beer serving tanks. The Auburn Hills unit features a 15-barrel brewing
system with seven 30-barrel fermenters and twelve 15- barrel conditioning tanks
which also serve as bright beer serving tanks. It is contemplated that Big Buck
will use similar equipment at all breweries built in future units.
BOTTLING, KEGGING AND PACKAGING. Big Buck uses a technologically advanced
bottling line to bottle its beer for off-site retail sales at its Gaylord unit.
The bottle filler utilizes a carbon dioxide environment during the bottling
process to extend shelf life. Kegs are filled by a keg rack system and then
stored pending shipment to wholesale distributors in a specially designed
cooler. Big Buck's kegs have the Big Buck Brewery & Steakhouse name and logo
stamped onto the top rail for easy identification and a handsome appearance. Big
Buck also sells its beer in a container called a "party pig," a plastic
pressurized unit holding 2.25 gallons (one case) of beer. The pressurization
allows the beer to be served from the customer's refrigerator, boat or golf
cart. Party pigs are sold through each unit's gift shop.
QUALITY CONTROL. Quality control of each brewery is under the supervision
of Big Buck's brewmaster. As with the current units, each future brewery will
contain a laboratory to monitor and maintain quality assurance in the brewing
and packaging processes.
INGREDIENTS AND RAW MATERIALS. Big Buck currently purchases its malted
barley from market sources on a competitive bid basis. Raw materials such as
hops are available from multiple sources at competitive prices. Big Buck also
uses competitive sources for its supply of packaging materials such as bottles,
labels, six pack carriers and shipping cases.
WINE MAKER'S LICENSE. Big Buck is also licensed as a "small wine maker." A
small wine maker in Michigan is limited to the production of not more than
50,000 gallons of wine per year.
BREWING PROCESS
Beer is made primarily from four natural ingredients: malted barley, hops,
yeast and water. Big Buck uses only the finest barley, primarily two row, in its
production. The universal spice of beer is hops. Hops, like the grapes used in
wine, are varietal. Brewers select hops based on specific varieties grown in
select areas around the world. Some hop varieties are selected for their
bittering qualities, while others are chosen for their ability to impart
distinctive aromas to the beer. Yeast is a uni-cellular organism whose
metabolism converts sugar into alcohol and carbon dioxide. Big Buck uses only
specially selected yeast. The entire brewing process from
4
mashing through filtration typically is completed in 14 to 21 days, depending on
the formulation and style of the beer being brewed.
BEER VARIETIES
Big Buck believes that its diverse and high quality beer varieties
encourage the trial of new beer and, over time, help to create more
knowledgeable and sophisticated beer drinkers. Big Buck's beers cover a full
range of flavors from very light, to medium, to very dark and heavy.
BIG BUCK BEER-Registered Trademark-: Big Buck's flagship brand and its
top seller is a standard American-style beer with a small amount of corn
added to the grist to give the brew a smooth, easy-drinking character that
most American consumers have come to expect in a beer. Big Buck Beer has a
rich golden color and a light malt character balanced with a mild dose of
hops.
BUCK NAKED LIGHT-Registered Trademark-: This American-style,
low-calorie or "light" beer is formulated to appeal to those who prefer a
low-calorie brew. Buck Naked Light is an all malt brew with a touch of
imported Czechoslovakian Saaz hops.
WOLVERINE WHEAT-Registered Trademark-: This American wheat beer is made
from a blend of malted barley and malted wheat. The wheat imparts a unique,
refreshing flavor to the beer. Wolverine Wheat is straw in color, lightly
hopped, crisp and refreshing.
RASPBERRY WHEAT: A version of Wolverine Wheat, this beer is flavored with
pure fruit to impart a subtle raspberry nose, a delicate fruit flavor and a
slight pink hue.
ANTLER ALE-Registered Trademark-: This amber ale, formulated as a
transitional flavor between lighter and darker beers, has a light amber color
while maintaining a mild, clean flavor and a low hopping rate.
REDBIRD ALE-Registered Trademark-: Similar to a traditional pale ale,
Redbird Ale has a reddish copper appearance, medium body and is well hopped.
This is a heartier beer with a medium body and a pleasant hop bitterness.
DOC'S ESB: This full-bodied bock beer gets its distinctive character from
a blend of four different grains and three hop varieties. Doc's ESB has a deep
reddish brown color and is generously hopped to balance the full body and
complex character.
BLACK RIVER STOUT-Registered Trademark-: This cream stout is slightly
sweet with a moderate hop bitterness. The rich flavor and black color of this
brew comes from six different grains. Deep flavors of coffee and caramel are
present in this brew.
BLACK'N BERRY: A Black'n Tan is generally a stout mixed with pale or amber
ale. Black'n Berry is a new twist, Black River Stout and Raspberry Wheat. The
delicate fruit qualities are accented by the heavy stout flavor.
CHERRY SHANDY: Cherry Shandy is a uniquely blended mixture of our homemade
black cherry soda and Buck Naked. This is a light, refreshing, low-alcohol
libation.
Big Buck also brews various seasonal beers, including Winter Warmer,
Alpenfest-Registered Trademark-, Oktoberfest and 10 pt. Porter. Such beers
are offered for limited periods of time throughout the year.
5
SALES AND MARKETING
Big Buck advertises primary through four-walls marketing, including the
use of table tents, free birthday steaks, in-house promotions and other events
to build customer loyalty. Big Buck strives to provide its customers with a
dining experience that will encourage repeat business and promote
"word-of-mouth" advertising. To supplement its service-oriented marketing
efforts, Big Buck sells merchandise, including hats, t-shirts, sweatshirts and
other items bearing the Big Buck Brewery & Steakhouse name and logo. During
1999, Big Buck incurred approximately $379,000 in four-walls marketing expenses.
Pursuant to its former marketing strategy, Big Buck fulfilled contractual
obligations in existence during 1999 in connection with existing billboard,
radio and print ads. Such expenses aggregated approximately $72,000.
To enhance its sales and marketing efforts, Big Buck entered into personal
service contracts with Luther Elliss and Robert Porcher, III, each a
professional football player, in October 1999. Pursuant to such agreements,
Messrs. Elliss and Porcher each agreed to perform the following services for Big
Buck: (a) to make public appearances at Big Buck or any site that is mutually
agreed upon, (b) to participate in promotional events that further Big Buck's
image, and (c) to communicate with various forms of media, press, television,
etc. to further Big Buck's image. In consideration of their entry into such
agreements, Big Buck issued warrants to purchase up to 150,000 shares of Common
Stock to each of Messrs. Elliss and Porcher.
COMPETITION
The restaurant industry is highly competitive with respect to price,
service, food quality (including taste, freshness and nutritional value) and
location. New restaurants have a high failure rate. The restaurant industry is
also generally affected by changes in consumer preferences, national, regional
and local economic conditions, and demographic trends. The performance of
individual restaurants may also be affected by factors such as traffic patterns,
demographic considerations, and the type, number and location of competing
restaurants. In addition, factors such as inflation, increased food, labor and
employee benefit costs, and the lack of availability of experienced management
and hourly employees may also adversely affect the restaurant industry in
general and Big Buck's units in particular. Restaurant operating costs are
further affected by increases in the minimum hourly wage, unemployment tax rates
and similar matters over which Big Buck has no control. There are numerous well-
established competitors, including national, regional and local restaurant
chains, possessing substantially greater financial, marketing, personnel and
other resources than Big Buck. Big Buck also competes with a large variety of
locally owned restaurants, diners, and other establishments that offer
moderately priced food to the public and with other microbrewery/restaurants in
a highly competitive microbrewery and brewpub restaurant market.
The domestic beer market is highly competitive due to the enormous
advertising and marketing expenditures by national and major regional brewers;
the continuing proliferation of microbreweries, regional craft breweries,
brewpubs, and other small craftbrewers; the introduction of fuller-flavored
products by certain major national brewers; and a general surplus of domestic
brewing capacity, which facilitates existing contract brewer expansion and the
entry of new contract brewers. There can be no assurance that demand for
craftbrewed beers will continue. Big Buck anticipates intensifying competition
in the craftbrewed and fuller-flavored beer markets.
GOVERNMENT REGULATION
BEER AND LIQUOR REGULATION. A significant percentage of Big Buck's revenue
is derived from beer and wine sales. On-site sales of beer and wine, including
gift shop sales, accounted for 19.3% of revenues and off-site sales of beer
accounted for an additional 0.8% of revenues during 1999. Big Buck must comply
with federal licensing requirements imposed by the Bureau of Alcohol, Tobacco
and Firearms of the United States Department of Treasury, as well as the
licensing requirements of states and municipalities where its units are or will
be located. Failure to comply with federal, state or local regulations could
cause Big Buck's licenses to be revoked and force it to cease brewing and
selling its beer or producing and selling its wine. Typically, licenses must be
renewed
6
annually and may be revoked or suspended for cause at any time. Management
believes Big Buck is operating in substantial compliance with applicable laws
and regulations governing its operations.
RESTAURANT REGULATION. The restaurant industry is subject to numerous
federal, state and local government regulations, including those relating to the
preparation and sale of food and to building and zoning requirements. Big Buck
is subject to regulation by air and water pollution control divisions of the
Environmental Protection Agency of the United States and by certain states and
municipalities in which its units are or will be located. Big Buck is also
subject to laws governing its relationship with employees, including minimum
wage requirements, overtime, working and safety conditions and citizenship
requirements. Restaurant operating costs are affected by increases in the
minimum hourly wage, unemployment tax rates, sales taxes and similar matters,
such as any government mandated health insurance, over which Big Buck has no
control. Management believes Big Buck is operating in substantial compliance
with applicable laws and regulations governing its operations.
Big Buck is subject to "dram-shop" laws in Michigan and will be subject to
such statutes in other states into which it expands. These laws generally
provide someone injured by an intoxicated person the right to recover damages
from the establishment which wrongfully served alcoholic beverages to such
person. Big Buck carries liquor liability coverage as part of its existing
comprehensive general liability insurance.
Big Buck is licensed under Michigan law as a "microbrewery." A
microbrewery in Michigan is limited to the production of not more than 30,000
barrels of beer per year by all breweries owned or controlled by the same
entity, whether within or outside Michigan. Without a change in current law, Big
Buck will limit its sales of beer off-site so as to reserve its brewing capacity
for sales of beer on-site which provides Big Buck higher margins but do not
reach the same customer base. Based on production at its units during 1999, Big
Buck believes it could operate up to approximately 12 units at historical
production levels without exceeding the 30,000 barrel production ceiling.
The federal government imposes an excise tax of $18.00 on each barrel of
beer produced for domestic consumption in the United States. However, each
brewer with production under 2,000,000 barrels per year is granted a small
brewer's excise tax credit in the amount of $11.00 per barrel on its first
60,000 barrels produced annually. To the extent Big Buck's production increases
to amounts over 60,000 barrels per year, there will be an increase in the
average federal excise tax rate of Big Buck.
Michigan imposes an excise tax of $6.30 per barrel on each barrel of beer
sold in Michigan. However, each brewer which is a "microbrewery" under Michigan
law (presently with production of not more than 30,000 barrels per year) is
granted a microbrewer's excise tax credit in the amount of $2.00 per barrel. To
the extent Big Buck's production increases to amounts over 30,000 barrels per
year, there will be an increase in the average Michigan excise tax rate of Big
Buck.
Big Buck is also licensed under Michigan law as a "small wine maker." A
small wine maker in Michigan is limited to the production of not more than
50,000 gallons of wine per year.
The federal government also imposes an excise tax, which is determined by
wine gallon sold. For still wines containing not more than 14% of alcohol by
volume the rate is $1.07 per wine gallon; for still wines containing more than
14% but not exceeding 21% of alcohol by volume, the rate is $1.57 per wine
gallon; for still wines containing more than 21% but not more than 24% of
alcohol by volume, the rate is $3.15 per wine gallon; for champagne and other
sparkling wines the rate is $3.40 per wine gallon; and for artificially
carbonated wines, the rate is $3.30 per wine gallon. Persons who produce not
more than 250,000 wine gallons of wine during the calendar year are granted a
federal tax credit of $0.90 per wine gallon on the first 100,000 wine gallons of
wine (but not for champagne and other sparkling wines). This credit is reduced
by 1 percent for each 1,000 wine gallons of wine produced in excess of 150,000
wine gallons of wine during the calendar year.
7
Michigan imposes an excise tax per liter of wine sold, with an excise tax
rate of $0.135 per liter for wine at or under 16% alcohol content, and $0.20 per
liter for wine above 16% alcohol content.
Buck & Bass, L.P. is licensed as a "brewpub" in Texas. A brewpub licensee
in Texas is limited to the production of not more than 5,000 barrels of malt
liquor, ale, and beer for each licensed brewpub established, operated, or
maintained in Texas by the holder of the brewpub license. Upon opening of the
Grapevine unit, Buck & Bass, L.P. will become subject to excise taxes under
Texas law. Excise taxes in Texas are $6.14 per barrel for ale and malt liquor,
and $6.00 per barrel for beer. However, Texas grants a 25% tax exemption for
manufacturers of beer whose annual production in Texas does not exceed 75,000
barrels of beer per year. As a result, Buck & Bass, L.P. believes it will face
an effective excise tax of $4.50 per barrel for beer. To the extent production
of beer increases to an amount over 75,000 barrels per year in Texas, there will
be an increase in the average Texas excise tax rate of Buck & Bass, L.P. Big
Buck held an effective 89.9% interest in Buck & Bass, L.P. as of March 1, 2000.
EMPLOYEES
At January 2, 2000, Big Buck employed 397 persons at its units, including
106 full-time employees. Of Big Buck's total number of employees, 8 served in
executive and corporate administrative capacities, 21 served as restaurant
management personnel, and the remainder were hourly personnel. No employee is
covered by a collective bargaining agreement and Big Buck has never experienced
an organized work stoppage, strike or labor dispute. Big Buck considers
relations with its employees to be satisfactory.
TRADEMARKS AND SERVICE MARKS
Big Buck claims trademark and service mark rights to, and ownership in, a
number of marks including, but not limited to, BIG BUCK BREWERY & STEAKHOUSE and
BIG BUCK BEER. Big Buck's service mark for BIG BUCK BREWERY & STEAKHOUSE expires
in September 2007 and its trademark for BIG BUCK BEER expires in March 2007.
There can be no assurance that Big Buck's marks will be enforceable against
prior users in the areas where Big Buck conducts, or will conduct, its
operations. Big Buck regards its marks as having substantial value and as being
an important factor in the marketing of its microbrewery/restaurants and beer.
Big Buck's policy is to pursue registration of its marks whenever possible and
to oppose vigorously any infringement of its marks.
ITEM 2 DESCRIPTION OF PROPERTY
Big Buck owns the Gaylord unit, including the real property on which it is
located. See "Description of Business - Restaurant Operations" for a description
of the Gaylord unit. As of March 1, 2000, Big Buck owed Wayne County Employees'
Retirement System ("WCERS") approximately $7.5 million. A first priority lien in
favor of WCERS on all of Big Buck's assets, including the Gaylord unit, Big
Buck's leasehold interest in the Auburn Hills unit and all of Big Buck's other
assets (now or hereafter acquired), secures this indebtedness.
Big Buck purchased the Grand Rapids site in December 1996. The site
included an existing structure of approximately 8,200 square feet and is located
on 28th Street in Grand Rapids. Seating capacity is approximately 250 for
restaurant and bar combined. The Grand Rapids unit opened in March 1997.
In April 1997, Big Buck sold the Grand Rapids site, including all
improvements thereto, to an entity owned by a shareholder of Big Buck, Eyde
Brothers Development Co., pursuant to a real estate purchase and leaseback
agreement for $1.4 million. Pursuant to a separate lease agreement, Big Buck
leases the Grand Rapids site at a minimum annual base rent of $140,000 and a
maximum annual base rent of $192,500 over a ten-year term. The lease may be
extended at the option of Big Buck for two additional five-year terms. In
addition to the annual base rent, Big Buck is obligated to pay an annual
percentage rent in the amount of 5% on gross sales at the site in excess of
$2.9 million per year, as adjusted. In March 2000, the lease was amended to
adjust the gross sales level over which annual percentage rent is payable to
$1.5 million per year. As amended, the lease further provides that,
commencing April 2000, in the event annual gross sales do not exceed
8
$1.5 million for any year of the lease term, the lessor could require Big
Buck to repurchase the Grand Rapids site for $1.4 million, plus $70,000 for
each lease year on a pro rata basis. Big Buck has the option to purchase the
Grand Rapids site from the lessor after the seventh full lease year for $1.4
million, plus $70,000 for each lease year on a pro rata basis. Should a
repurchase be required, Big Buck believes that it would be able to obtain
mortgage financing sufficient to pay the required purchase price. There can
be no assurance that such mortgage financing, in the event repurchase were
required, would be available on terms acceptable to Big Buck or at all. Big
Buck pays average effective annual base rent of $17.07 per square foot at the
Grand Rapids unit.
Big Buck purchased the Auburn Hills site in August 1996. The site is just
off of Interstate 75 at exit 79. The unit constructed on this site encompasses
approximately 26,700 square feet including brewery, bar and restaurant. Seating
capacity is approximately 650 for the restaurant and bar combined. The Auburn
Hills unit opened in October 1997.
In August 1997, Big Buck entered into a real estate purchase and
leaseback agreement providing for the sale of the Auburn Hills site to a
shareholder of Big Buck, Michael G. Eyde, for $4.0 million. In connection
with this transaction, Big Buck granted a five-year stock option, exercisable
at $5.00 per share, for 50,000 shares of its Common Stock to Mr. Eyde. Big
Buck leases the Auburn Hills site pursuant to a separate lease agreement
which provides for a minimum annual base rent of $400,000, and a maximum
annual base rent of $550,000. The lease has a 25-year term and Big Buck is
able to extend such term for two additional ten-year terms. In addition to
the annual base rent, Big Buck is obligated to pay an annual percentage rent
of 5.25% of gross sales at the site in excess of $8.0 million per year, as
adjusted. In the event that such annual gross sales do not exceed $8.0
million for any two consecutive years during the lease term, the lessor could
require Big Buck to repurchase the Auburn Hills site for $4.0 million, plus
$200,000 for each lease year on a pro rata basis. Big Buck was required to
pay Mr. Eyde annual percentage rent of $46,000 based upon annual gross sales
for the first year of the lease term. Annual gross sales for the second year
of the lease term did not exceed $8.0 million. Independent of annual gross
sales, the lessor has the option to require Big Buck to repurchase the Auburn
Hills site for $4.0 million, plus $200,000 for each lease year on a pro rata
basis, for a limited period of time. In February 2000, the lessor and Big
Buck amended the lease agreement to provide that such right may be exercised
by the lessor prior to the expiration of the fourth full lease year and that
the lessor may require Big Buck to issue Common Stock (valued at $4.00 per
share) in payment of such repurchase price. Big Buck also has the option to
purchase the Auburn Hills site from the lessor after the seventh full lease
year for the same price. Big Buck pays average effective annual base rent of
$14.98 per square foot at the Auburn Hills unit.
The Grand Rapids and Auburn Hills lessors may terminate in the event of a
default which is not cured within the applicable grace period. A default is
defined as (a) Big Buck's failure to make a rental payment within 30 days after
receipt of written notice that a payment is past due or (b) Big Buck's failure
to perform its obligations under the lease (other than rent payments) within 30
days after written notice of a curable violation; provided, however, that if
such default cannot be cured within the 30-day period, a default will be deemed
to have occurred only if Big Buck has failed to commence a cure within such
30-day period.
Annual percentage rent is required whether the Grand Rapids and Auburn
Hills units are profitable or not. If Big Buck is required to pay annual
percentage rent, the funds available to Big Buck for working capital and
development plans will be reduced. If annual percentage rent is not required
over two consecutive years, Big Buck may be forced to repurchase such sites at a
premium over their respective sale prices. If the lessor of the Auburn Hills
unit elected to exercise his option to require Big Buck to repurchase the site
independent of annual gross sales, Big Buck would be forced to repurchase such
site at a premium over its sale price. There can be no assurance that Big Buck
will have sufficient funds to repurchase the Grand Rapids site or the Auburn
Hills site. In the event of a default and termination of either lease, Big Buck
would be unable to continue to operate the related unit, which would have a
material adverse impact on Big Buck's business, operating results and financial
condition.
9
Big Buck plans to operate the Grapevine unit pursuant to a joint venture
agreement with Bass Pro. The Grapevine unit is currently under construction just
off Highway 121, the major artery between downtown Dallas and the Dallas/Fort
Worth airport. Plans call for the Grapevine site to house a 15-barrel brewing
system and to encompass approximately 22,500 square feet including brewery, bar
and restaurant, with a total seating capacity of approximately 500. Through
March 1, 2000, Big Buck had contributed approximately $1.8 million to the
limited partnership to fund construction of the Grapevine unit.
In September 1999, Bass Pro declared the limited partnership agreement of
Buck & Bass, L.P. and the commercial sublease agreement for the Grapevine site
to be breached and in default due to, among other things, Big Buck's failure to
make its required capital contribution. In February 2000, Big Buck made all
required capital contributions and satisfied all subcontractors' liens and
claims. In March 2000, Big Buck and Bass Pro agreed in writing to the
reinstatement of the limited partnership agreement and the sublease.
A material default by Big Buck under the joint venture agreement entitles
Bass Pro to purchase Big Buck's interest in the joint venture at 40% of book
value, thereby eliminating Big Buck's interest in the Grapevine unit. Further,
Bass Pro has the right to purchase up to 15% of Big Buck's interest in the joint
venture, at 100% of Big Buck's original cost, within 24 months of the opening of
the Grapevine unit; provided, however, that Big Buck's interest in the joint
venture may not be reduced below 51%.
Pursuant to the commercial sublease agreement, the limited partnership
created by the joint venture leases the Grapevine site from Bass Pro over a
15-year term. The lease may be extended at the option of Bass Pro for seven
additional five-year terms. The sublessee is obligated to pay an annual
percentage rent in the amount of 5.5% on gross sales less than $11.0 million per
year and 6.5% on gross sales in excess of $11.0 million per year (with a minimum
annual base rent of $385,000). Bass Pro may terminate in the event of a default
which is not cured within the applicable grace period. In March 2000, Big
Buck and Bass Pro agreed in writing to revise the definition of default under
the sublease. As amended, the sublease provides that a default includes, but is
not limited to, (a) the sublessee's failure to remain open during all business
days, (b) the sublessee's failure to maintain on duty a fully trained service
staff, (c) the sublessee's failure to provide high quality food of the type
provided at the Gaylord unit, (d) the sublessee's failure to achieve gross sales
in the first full calendar year immediately following the opening and for each
calendar year thereafter of $7.0 million, (e) the sublessee encumbering in any
manner any interest in the subleased premises, or (f) the sublessee's failure to
conduct full and complete customer surveys no less frequently than each calendar
quarter.
The minimum annual base rent is required whether the Grapevine unit is
profitable or not. If the sublessee is required to pay in excess of the minimum
annual base rent, the funds available to Big Buck for working capital and
development plans will be reduced. In the event of a default and termination of
the joint venture agreement, Big Buck's interest in the Grapevine unit would be
eliminated. This would have a material adverse impact on Big Buck's business,
operating results and financial condition.
In the opinion of management, Big Buck's properties are adequately covered
by insurance.
ITEM 3 LEGAL PROCEEDINGS
Big Buck is involved in routine legal actions in the ordinary course of
its business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management there is no legal proceeding pending
against or involving Big Buck for which the outcome is likely to have a material
adverse effect upon the financial position or results of operations of Big Buck.
10
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1999 Annual Meeting of Shareholders was held on November 17, 1999. Two
proposals were submitted for shareholder approval, both of which passed with
voting results as follows:
(1) To elect five directors for the ensuing year and until their
successors shall be elected and duly qualified.
[Download Table]
For Against
--- -------
William F. Rolinski 3,910,498 40,285
Gary J. Hewett 3,918,898 31,885
Blair A. Murphy, D.O 3,922,723 28,060
Henry T. Siwecki 3,922,523 28,260
Casimer I. Zaremba 3,922,723 28,060
(2) To consider and vote upon adoption of Big Buck's 1999 Employee Stock
Purchase Plan.
[Download Table]
For: 3,866,378 Against: 74,040
Abstain: 10,365 Non-Vote: 0
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides information with respect to Big Buck's
executive officers as of March 1, 2000. Each executive officer has been
appointed to serve until his successor is duly appointed by the Board of
Directors or his earlier removal or resignation from office.
[Enlarge/Download Table]
Name Age Position with Big Buck
---- --- ----------------------
William F. Rolinski 52 Chief Executive Officer, President and Chairman of the Board
Gary J. Hewett 37 Chief Operating Officer, Executive Vice President and Director
Anthony P. Dombrowski 39 Chief Financial Officer and Treasurer
William F. Rolinski is a founder of Big Buck and has been the Chief
Executive Officer, President and Chairman of the Board since its formation in
1993. From 1987 to 1994, Mr. Rolinski was the founder, secretary and corporate
counsel of Ward Lake Energy, Inc., an independent producer of natural gas in
Michigan. While Mr. Rolinski was at Ward Lake, the company drilled and produced
over 500 natural gas wells with combined reserves of over $200 million.
Gary J. Hewett became the Chief Operating Officer and Executive Vice
President of Big Buck in April 1996 and a director of Big Buck in December 1998.
From June 1989 to March 1996, he served in various capacities at Hooters of
America, Inc., a national restaurant chain, including Vice President of
Franchise Operations where he was responsible for the operational support of 84
franchised restaurants and Vice President of Company Operations where he was
responsible for the operation of 28 company-owned restaurants. Mr. Hewett's
responsibilities at Hooters included supervision of site selection, restaurant
design and layout, training and new restaurant openings. From 1986 to 1989, Mr.
Hewett was employed by the Marriott Corporation as a restaurant general manager.
Anthony P. Dombrowski became the Chief Financial Officer and Treasurer of
Big Buck in May 1996. He acted as a consultant to Big Buck, in the capacity of
Chief Financial Officer, from January 1996 to May 1996. From February 1995 to
May 1996, Mr. Dombrowski operated his own financial and consulting business.
From May 1989 to January 1995, Mr. Dombrowski was the Chief Financial Officer of
Ward Lake. Mr. Dombrowski began his career with Price Waterhouse LLP in 1982.
11
PART II
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Common Stock of Big Buck has been included in the Nasdaq SmallCap
Market under the symbol "BBUC" since the completion of the its initial public
offering in June 1996. The following table sets forth the approximate high and
low closing prices for Big Buck's Common Stock for the periods indicated as
reported by the Nasdaq SmallCap Market. Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.
[Download Table]
Period High Low
------ ---- ---
1998
First Quarter..................... $ 5-7/8 $ 2-1/8
Second Quarter.................... $ 5 $ 3-1/4
Third Quarter..................... $ 4-1/4 $ 3-1/2
Fourth Quarter.................... $ 4-13/16 $ 3-7/8
1999
First Quarter..................... $ 3-3/16 $ 2-1/4
Second Quarter.................... $ 2-3/4 $ 1-7/8
Third Quarter..................... $ 2 $ 1-1/2
Fourth Quarter.................... $ 2-1/2 $ 1-1/4
As of March 1, 2000, Big Buck had 267 shareholders of record and
approximately 3,000 beneficial owners.
Big Buck has never declared or paid cash dividends on its Common Stock and
does not intend to declare or pay cash dividends on its Common Stock in the
foreseeable future. Big Buck presently expects to retain its earnings to finance
the development and expansion of its business. The declaration or payment by Big
Buck of dividends, if any, on its Common Stock in the future is subject to the
discretion of the Board of Directors and will depend on Big Buck's earnings,
financial condition, capital requirements and other relevant factors. The
declaration or payment by Big Buck of dividends is also subject to the terms of
the subscription and investment representation agreement governing the 10%
convertible secured promissory note due February 2003 issued by Big Buck to
Wayne County Employees' Retirement System in February 2000.
SALES OF UNREGISTERED SECURITIES DURING THE FOURTH QUARTER OF 1999
On October 18, 1999, Big Buck issued warrants to purchase an aggregate of
150,000 shares of its Common Stock to Luther Elliss, a professional football
player, in connection with Big Buck's entry into a personal service contract
with such person. Also on October 18, 1999, Big Buck issued warrants to purchase
an aggregate of 150,000 shares of its Common Stock to Robert Porcher, III, also
a professional football player, in connection with Big Buck's entry into a
personal service contract with such person. Among other things, the agreements
provide that Messrs. Elliss and Porcher will make public appearances at Big
Buck, participate in promotional events to further Big Buck's image and
communicate with the media to further Big Buck's image. The above- referenced
warrants have the following terms and conditions:
12
[Download Table]
Warrant Number of Exercise Vesting Expiration
Holder Shares Price Information Date
------ ------ ----- ----------- ----
Elliss 50,000 $1.625 Immediate October 1, 2002
Porcher 50,000 $1.625 Immediate October 1, 2002
Elliss 50,000 $2.50 October 18, 2000* October 1, 2002**
Porcher 50,000 $2.50 October 18, 2000* October 1, 2002**
Elliss 50,000 $3.50 October 18, 2001* October 1, 2002**
Porcher 50,000 $3.50 October 18, 2001* October 1, 2002**
---------------
* Becomes exercisable in full on such date.
** Outstanding warrants which have not become exercisable before the
termination of the warrant holder's personal service contract expire
upon termination of such contract.
On October 8, 1999, October 11, 1999 and November 17, 1999, Big Buck
issued convertible subordinated promissory notes with an aggregate principal
amount of $750,000 to five accredited investors. In connection with such private
placement, Big Buck paid commissions equal to 5% of the gross proceeds ($37,500)
to Private Equity, LLC, an investment banking firm. Private Equity, LLC assisted
Big Buck in placing the convertible subordinated promissory notes. Such
securities have the following terms and conditions:
[Download Table]
Shares
Issuable
Principal upon Conversion
Amount Conversion Price Date of Issuance Maturity Date
------ ---------- ---------- ---------------- -------------
$100,000 65,565 $1.5252 October 8, 1999 October 1, 2000
$250,000 169,468 $1.4752 October 11, 1999 October 1, 2000
$250,000 169,468 $1.4752 October 11, 1999 October 1, 2000
$50,000 33,893 $1.4752 October 11, 1999 October 1, 2000
$100,000 41,233 $2.4252 November 17, 1999 November 1, 2000
The foregoing issuances were made in reliance upon the exemption provided
in Section 4(2) of the Securities Act. Such securities are restricted as to sale
or transfer, unless registered under the Securities Act, and certificates
representing such securities contain restrictive legends preventing sale,
transfer or other disposition unless registered under the Securities Act. In
addition, the recipients of such securities received, or had access to, material
information concerning Big Buck, including, but not limited to, Big Buck's
reports on Form 10-KSB, Form 10-QSB and Form 8-K, as filed with the SEC. Other
than as noted above, no underwriting commissions or discounts were paid with
respect to the issuances of such securities.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING TERMINOLOGY
SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND "INTENDS," OR COMPARABLE
TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. POTENTIAL
PURCHASERS OF BIG BUCK'S SECURITIES ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
SUCH FORWARD-LOOKING STATEMENTS WHICH ARE QUALIFIED IN THEIR ENTIRETY BY THE
CAUTIONS AND RISKS DESCRIBED HEREIN.
OVERVIEW
Big Buck develops and operates microbrewery/restaurants under the name
"Big Buck Brewery & Steakhouse." Until May 1995 when Big Buck opened its first
unit in Gaylord, Michigan, it had no operations or revenues and its activities
were devoted solely to development. In March 1997, Big Buck opened its second
unit in Grand Rapids, Michigan, and in October 1997, Big Buck opened its third
unit in Auburn Hills, Michigan, a suburb of Detroit. Big Buck plans to open its
fourth unit in Grapevine, Texas, a suburb of Dallas. Scheduled to
13
open in the second half of 2000, this unit will be operated by Buck & Bass, L.P.
pursuant to a joint venture agreement between Big Buck and Bass Pro.
Future revenues and profits will depend upon various factors, including
market acceptance of the Big Buck Brewery & Steakhouse concept and general
economic conditions. Big Buck's present sources of revenue are the Gaylord,
Grand Rapids and Auburn Hills units. There can be no assurances that Big Buck
will successfully implement its expansion plans, in which case Big Buck will
continue to depend on revenues from the existing units. Big Buck also faces all
of the risks, expenses and difficulties frequently encountered in connection
with the expansion and development of a new business. Furthermore, to the extent
that Big Buck's expansion strategy is successful, it must manage the transition
to multiple site, higher volume operations, control increased overhead expenses
and hire additional personnel.
Big Buck uses a 52-/53-week fiscal year ending on the Sunday nearest
December 31. All references herein to "1999" and "1998" represent the fiscal
years ended January 2, 2000 and January 3, 1999, respectively.
RESULTS OF OPERATIONS
The operating results of Big Buck expressed as a percentage of total revenue
were as follows:
[Download Table]
JANUARY 2, JANUARY 3,
2000 1999
---------- ----------
REVENUE
Restaurant sales ............................... 96.4% 95.4%
Wholesale and retail sales ..................... 3.6 4.6
----- -----
Total revenue ............................. 100.0 100.0
----- -----
COSTS AND EXPENSES:
Cost of sales .................................. 33.2 33.9
Restaurant salaries and benefits ............... 29.9 29.9
Operating expenses ............................. 20.7 21.0
Depreciation and amortization .................. 5.5 5.0
----- -----
Total costs and expenses .................. 89.3 89.8
----- -----
RESTAURANT OPERATING INCOME .......................... 10.7 10.2
PREOPENING COSTS ..................................... 1.6 --
GENERAL AND ADMINISTRATIVE EXPENSES .................. 11.3 11.5
----- -----
LOSS FROM OPERATIONS ................................. (2.2) (1.3)
----- -----
OTHER INCOME (EXPENSE):
Interest expense ............................... (6.4) (5.2)
Interest income ................................ .0 .1
Other .......................................... (.7) (.1)
Minority interest's share of subsidiary's loss . .0 --
----- -----
Other income (expense), net ............... (7.1) (5.2)
----- -----
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE ........................ (9.3) (6.5)
14
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE FOR PREOPENING COSTS ............... -- (2.2)
---- ----
NET LOSS ........................................... (9.3)% (8.7)%
==== ====
RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED JANUARY 2, 2000 AND JANUARY 3,
1999
REVENUES
Revenues decreased 10.8% to $13,881,911 in 1999 from $15,561,753 in 1998.
The decrease was due to the combined impact of the severe winter on all of Big
Buck's units, the delayed start of the NBA season on the Auburn Hills unit, the
passing of the peak of sales following the opening of the Auburn Hills unit, the
closing of the Grand Rapids unit for lunch effective January 1999 and the fact
that 1999 had 52 weeks as compared to 1998 which had 53 weeks.
COSTS OF SALES
Cost of sales, which consists of food, merchandise and brewery supplies,
decreased 12.7% to $4,601,503 in 1999 compared to $5,270,518 in 1998. The
decrease was primarily due to the decrease in sales. As a percentage of
revenues, costs of sales decreased to 33.2% in 1999 from 33.9% in 1998. The
percentage decrease was due to an increase in menu prices and savings from
volume purchasing.
RESTAURANT SALARIES AND BENEFITS
Restaurant salaries and benefits, which consist of restaurant management
and hourly employee wages and benefits, payroll taxes and workers' compensation
insurance, decreased 11.1% to $4,144,362 in 1999 compared to $4,659,949 in 1998.
The decrease was due to lower staffing needs for hourly employees as a result of
decreased sales volume. As a percentage of revenues, restaurant salaries and
benefits remained unchanged at 29.9% in 1999 as compared to 1998.
OPERATING EXPENSES
Operating expenses, which include supplies, utilities, repairs and
maintenance, advertising and occupancy costs, decreased 11.9% to $2,878,544 in
1999 compared to $3,267,568 in 1998. The decrease was the result of lower sales
volume. As a percentage of revenues, operating expenses decreased to 20.7% in
1999 as compared to 21.0% in 1998. The decrease was the result of refocusing of
advertising and marketing efforts and tighter cost controls.
PREOPENING EXPENSES
Preopening expenses consist of expenses incurred prior to an opening of a
new unit, including but not limited to wages and benefits, relocation costs,
supplies, advertising expenses and training costs. Preopening expenses for the
fourth unit in Grapevine, Texas, totaled $226,043 in 1999. There were no
preopening expenses during 1998.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased 12.4% to $1,566,103 in 1999
compared to $1,787,633 in 1998. The decrease reflected a corporate payroll
reduction as well as the reduced number of managers in training prior to
obtaining financing for the Grapevine unit. As a percentage of revenue, these
expenses decreased to
15
11.3% in 1999 as compared to 11.5% in 1998. As the Company opens additional
units, management believes that these expenses will decrease as a percentage of
revenues.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses decreased 1.4% to $769,609 in 1999
compared to $780,054 in 1998. As a percentage of revenues, these expenses
increased to 5.5% in 1999 from 5.0% in 1998. The increase in these expenses as a
percentage of revenues reflected the decrease in revenues.
INTEREST EXPENSE
Interest expense increased $73,198 to $889,182 in 1999 compared to 1998.
The increase reflected the added interest on the $1,400,000 borrowed from
Crestmark Bank in November 1998. As a percentage of revenues, interest expense
increased to 6.4% in 1999 from 5.2% in 1998. The increase as a percentage of
revenues reflected the decrease in revenues in 1999. As new units are added, the
Company anticipates it will incur additional interest expense.
LIQUIDITY AND CAPITAL RESOURCES
Big Buck used $17,767 in cash for operating activities during 1999, and
used $336,910 in cash for operating activities during 1998. Big Buck had a
working capital deficit of $3,934,396 at January 2, 2000, and a working
capital deficit of $1,978,841 at January 3, 1999. Big Buck spent $1,046,456 in
1999 for construction and equipment for the Grapevine unit, and spent $244,228
during 1999 for repayments of long-term debt. In order to fund operations in the
short-term, Big Buck intends to use cash provided by the operations of its three
existing units.
In May 1999, Big Buck issued 120,481 shares of its Common Stock to Michael
G. Eyde, the landlord of Big Buck's Auburn Hills site, for total consideration
of $249,998. During the fourth quarter of 1999, Big Buck generated $712,500 in
net proceeds from the private placement of $750,000 principal amount of
convertible subordinated promissory notes. During the first two months of 2000,
Big Buck generated $7,215,000 in net proceeds from the private placement of
$7,500,000 principal amount of convertible secured promissory notes. The NBD and
the Crestmark Bank notes were repaid with the net proceeds of such promissory
notes.
Since inception, Big Buck's principal capital requirements have been the
funding of (a) its operations and promotion of the Big Buck Brewery & Steakhouse
format and (b) the construction of units and the acquisition of furniture,
fixtures and equipment for such units. Total capital expenditures for the
Gaylord, Grand Rapids and Auburn Hills units were approximately $6.2 million,
$3.2 million and $10.2 million, respectively.
In September 1999, Bass Pro declared the limited partnership agreement of
Buck & Bass, L.P. and the commercial sublease agreement for the Grapevine site
to be breached and in default due to, among other things, Big Buck's failure to
make its required capital contribution. In November 1999, Crestmark Bank, one of
Big Buck's lenders, implemented default pricing at 8% over the previously
effective interest rate due to Big Buck's failure to pay the entire principal
balance, along with accrued interest, by the expiration date of the bridge loan
extension. Crestmark Bank retroactively implemented such right effective as of
October 1, 1999, but also granted Big Buck additional time to secure financing
to repay the indebtedness. In February 2000, Big Buck obtained financing from
Wayne County Employees' Retirement System ("WCERS") which enabled it (a) to
repay NBD Bank and Crestmark Bank in full and (b) to make all required capital
contributions and satisfy all subcontractors' liens and claims in connection
with the Grapevine unit. In March 2000, Big Buck and Bass Pro agreed in
writing to the reinstatement of the limited partnership agreement and the
sublease.
16
During 1999 and 1998, Big Buck contributed $218,000 and $891,000,
respectively, to the limited partnership which will own and operate the
Grapevine unit. Big Buck may be required to contribute up to an additional
$4.5 million, upon ten business days' notice, to complete construction of the
Grapevine unit. Big Buck has available approximately $3.8 million from the
WCERS financing to fund the construction of the Grapevine unit. Additionally,
the Buck & Bass limited partnership agreement allows for leasing of equipment
for the facility, not to exceed $1.5 million. Therefore, Big Buck anticipates
that it will be able to meet the contribution requirements of the agreement.
However, if funds are not available when required by the joint venture, the
Company may be in material default under the joint venture agreement.
A material default by Big Buck under the joint venture agreement entitles
Bass Pro to purchase Big Buck's interest in the joint venture at 40% of book
value, thereby eliminating Big Buck's interest in the Grapevine unit. Further,
Bass Pro has the right to purchase up to 15% of Big Buck's interest in the joint
venture, at 100% of Big Buck's original cost, within 24 months of the opening of
the Grapevine unit; provided, however, that Big Buck's interest in the joint
venture may not be reduced below 51%.
Big Buck granted the following security interests to WCERS in connection
with the February 2000 financing: (a) a pledge of Big Buck's limited partnership
interest in Buck & Bass, L.P., (b) a pledge of Big Buck's shares of the issued
and outstanding common stock of BBBP Management Company, (c) a security
interest, assignment or mortgage, as applicable, in Big Buck's interest in all
assets (now or hereafter owned), ownership interests, licenses, and permits,
including, without limitation, a mortgage encumbering the Gaylord site and
Auburn Hills site. Big Buck also agreed in connection with such financing that
it would not create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any indebtedness, except for
indebtedness incurred in the ordinary course of business not to exceed at any
time more than $1.5 million in the aggregate. Any such indebtedness, not in the
ordinary course of business or in excess of $1.5 million, requires the approval
of WCERS, except that WCERS will approve any indebtedness incurred to repay Big
Buck's obligation to WCERS so long as such payment does not materially and
adversely affect WCERS. Big Buck also granted to WCERS a right of first refusal
pursuant to which WCERS may, for so long as the convertible note is outstanding
or WCERS owns more than 15% of Big Buck's Common Stock, elect to purchase
securities offered by Big Buck, within 45 days of the receipt of notice by
WCERS, at the same price and on the same terms and conditions as are offered to
a third party.
Big Buck expects that it will continue to require significant capital
resources to fund new unit development and construction. The development of any
additional units will require Big Buck to obtain additional financing. The
amount of financing required for new units depends on the definitive locations,
site conditions, construction costs and size and type of units to be built.
There can be no assurance that financing will be available on terms acceptable
or favorable to Big Buck, or at all. Without such financing, Big Buck's
development plans will be slower than planned or even unachievable.
SEASONALITY
Big Buck's sales and earnings are expected to fluctuate based on seasonal
patterns. Big Buck anticipates that its highest earnings will occur in the
second and third calendar quarters due to the milder climate during those
quarters in Michigan. Big Buck believes, however, that future expansion into
markets outside Michigan, if any, will mitigate the effect of seasonality on its
business.
YEAR 2000 READINESS DISCLOSURE
Before the rollover of the year from 1999 to 2000, many installed computer
systems and software products were coded to accept only two digit date entries
and were unable to accept four digit date entries to distinguish 21st century
dates from 20th century dates. As a result, computer systems and software used
by many companies prior to the rollover date required upgrading or replacement
to comply with such "Year 2000" requirements. The failure of Big Buck, its
vendors, suppliers or service providers to achieve Year 2000 compliance on a
timely basis could materially adversely affect Big Buck's business, operating
results, financial condition and cash flows.
As of March 1, 2000, Big Buck has not experienced and does not anticipate
any material adverse effects on its systems and operations as a result of Year
2000 issues. Business is continuing as usual, and internal systems will continue
to be monitored for any unlikely disruptions. Further, as of March 1, 2000, Big
Buck has not experienced any operational difficulties as a result of the Year
2000 issues with its vendors, suppliers or service providers.
17
Although the transition to the Year 2000 did not have any significant
impact on Big Buck or its systems and operations, Big Buck will continue to
monitor the impact of the year 2000 on its systems and those of its vendors,
suppliers and service providers. The contingency plans that were developed for
use in the event of Year 2000-related failures will be maintained and
generalized for ongoing business use.
In the aggregate, Big Buck has spent an estimated $20,000 to address Year
2000 issues and does not anticipate spending any additional material amounts
relating to year 2000 issues.
18
ITEM 7 FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
[Enlarge/Download Table]
PAGE
----
BIG BUCK BREWERY & STEAKHOUSE, INC.
Reports of Independent Public Accountants.............................................. 20
Consolidated Financial Statements
Consolidated Balance Sheets................................................. 22
Consolidated Statements of Operations....................................... 23
Consolidated Statements of Shareholders' Equity............................. 24
Consolidated Statements of Cash Flows....................................... 25
Consolidated Notes to Financial Statements.................................. 26
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Big Buck Brewery & Steakhouse, Inc.:
We have audited the accompanying consolidated balance sheet of Big Buck
Brewery & Steakhouse, Inc. (a Michigan corporation) as of January 2, 2000,
and the related consolidated statements of operations, shareholders' equity
and cash flows for the year then ended. These financial statements are the
responsibility of Big Buck's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Big Buck Brewery
& Steakhouse, Inc. as of January 2, 2000, and the results of its operations
and its cash flows for the year then ended in conformity with generally
accepted accounting principles.
/s/ PLANTE & MORAN, LLP
Grand Rapids, Michigan,
March 21, 2000
20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Big Buck Brewery & Steakhouse, Inc.:
We have audited the accompanying consolidated balance sheet of Big Buck
Brewery & Steakhouse, Inc. (a Michigan corporation) as of January 3, 1999,
and the related statements of operations, shareholders' equity and cash flows
for the year then ended. These financial statements are the responsibility of
Big Buck's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Big Buck Brewery &
Steakhouse, Inc. as of January 3, 1999, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
February 19, 1999
21
BIG BUCK BREWERY & STEAKHOUSE, INC.
Consolidated Balance Sheets
[Enlarge/Download Table]
January 2, January 3,
ASSETS 2000 1999
------------ ------------
CURRENT ASSETS:
Cash $ 369,228 $ 500,236
Accounts receivable 233,273 216,147
Inventories (Note 1) 235,671 308,286
Prepaids and other 318,775 274,819
------------ ------------
Total current assets 1,156,947 1,299,488
PROPERTY AND EQUIPMENT, net (Note 1) 19,730,766 18,847,968
OTHER ASSETS, net 573,487 672,530
------------ ------------
$ 21,461,200 $ 20,819,986
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 2,152,242 $ 925,031
Accrued expenses 451,855 709,070
Current maturities of long-term obligations 2,487,246 1,644,228
------------ ------------
Total current liabilities 5,091,343 3,278,329
LONG-TERM OBLIGATIONS, less current maturities (Note 2) 6,721,083 7,030,329
------------ ------------
Total liabilities 11,812,426 10,308,658
MINORITY INTEREST (Note 7) 147,340 --
SHAREHOLDERS' EQUITY: (Notes 4 and 5)
Common stock, $0.01 par value, 20,000,000 shares authorized;
5,405,481 and 5,285,000 shares issued and outstanding 54,055 52,850
Warrants 153,650 153,650
Additional paid-in capital 13,685,520 13,407,694
Accumulated deficit (4,391,791) (3,102,866)
------------ ------------
Total shareholders' equity 9,501,434 10,511,328
------------ ------------
$ 21,461,200 $ 20,819,986
============ ============
The accompanying notes are an integral part of these financial
statements.
22
BIG BUCK BREWERY & STEAKHOUSE, INC.
Consolidated Statements of Operations
[Download Table]
For the Years Ended
-------------------------------
January 2, January 3,
2000 1999
------------ ------------
REVENUE:
Restaurant sales $ 13,378,684 $ 14,843,860
Wholesale and retail sales 503,227 717,893
------------ ------------
Total revenue 13,881,911 15,561,753
------------ ------------
COSTS AND EXPENSES:
Cost of sales 4,601,503 5,270,518
Restaurant salaries and benefits (Note 6) 4,144,362 4,659,949
Operating expenses 2,878,544 3,267,568
Depreciation 769,609 780,054
------------ ------------
Total costs and expenses 12,394,018 13,978,089
------------ ------------
RESTAURANT OPERATING INCOME 1,487,893 1,583,664
PREOPENING COSTS 226,043 --
GENERAL AND ADMINISTRATIVE EXPENSES 1,566,103 1,787,633
------------ ------------
LOSS FROM OPERATIONS (304,253) (203,969)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (889,182) (815,984)
Other (95,490) 6,746
------------ ------------
Other income (expense), net (984,672) (809,238)
------------ ------------
LOSS BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (1,288,925) (1,013,207)
INCOME TAX (Note 3) -- --
------------ ------------
LOSS BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE (1,288,925) (1,013,207)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE FOR PREOPENING COSTS -- (346,547)
------------ ------------
NET LOSS $ (1,288,925) $ (1,359,754)
============ ============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.24) $ (0.26)
============ ============
BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 5,405,481 5,285,000
============ ============
The accompanying notes are an integral part of these financial statements.
23
BIG BUCK BREWERY & STEAKHOUSE, INC.
Consolidated Statements of Shareholders' Equity
For the Years Ended
[Enlarge/Download Table]
COMMON STOCK ADDITIONAL
------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT WARRANTS CAPITAL DEFICIT TOTAL
--------- ------------ ------------ ------------ ------------ ------------
BALANCE, December 28, 1997 5,285,000 52,850 153,650 13,240,694 (1,743,112) 11,704,082
Issuance of warrants for services -- -- -- 167,000 -- 167,000
Net loss -- -- -- -- (1,359,754) (1,359,754)
--------- ------------ ------------ ------------ ------------ ------------
BALANCE, January 3, 1999 5,285,000 $ 52,850 $ 153,650 $ 13,407,694 $ (3,102,866) $ 10,511,328
Issuance of common stock 120,481 1,205 -- 248,793 -- 249,998
Issuance of warrants for services -- -- -- 29,033 -- 29,033
Net loss -- -- -- -- (1,288,925) (1,288,925)
--------- ------------ ------------ ------------ ------------ ------------
BALANCE, January 2, 2000 5,405,481 54,055 153,650 13,685,520 (4,391,791) 9,501,434
========= ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
24
BIG BUCK BREWERY & STEAKHOUSE, INC.
Statements of Cash Flows
[Enlarge/Download Table]
For the Years Ended
--------------------------
January 2, January 3,
2000 1999
----------- -----------
OPERATING ACTIVITIES:
Net loss $(1,288,925) $(1,359,754)
Adjustments to reconcile net loss to cash flows used in
operating activities-
Cumulative effect of change of accounting for preopening costs -- 346,547
Depreciation and amortization 895,580 780,054
Loss on sale of property -- 8,520
Change in operating assets and liabilities:
Accounts receivable (17,126) (45,687)
Inventories 72,615 (18,481)
Prepaids and other (43,956) (103,053)
Accounts payable 621,260 81,601
Accrued expenses (257,215) (26,657)
----------- -----------
Net cash used in operating activities (17,767) (336,910)
----------- -----------
INVESTING ACTIVITIES:
Purchases of property and equipment, net (1,046,456) (1,276,301)
Sale of short-term investments, net 2,105 --
----------- -----------
Net cash used in investing activities (1,044,351) (1,276,301)
----------- -----------
FINANCING ACTIVITIES:
Borrowings under long-term debt and capital lease obligations 778,000 2,149,650
Payments on long-term debt and capital lease obligations (244,228) (249,825)
Payment of deferred financing costs -- (140,393)
Proceeds from minority partner 147,340 --
Proceeds from sale of common stock 249,998 --
----------- -----------
Net cash provided by financing activities 931,110 1,759,432
----------- -----------
INCREASE (DECREASE) IN CASH (131,008) 146,221
CASH, beginning of year 500,236 354,015
----------- -----------
CASH, end of year $ 369,228 $ 500,236
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 891,853 $ 813,074
Income taxes paid -- --
NONCASH TRANSACTION:
Issuance of common stock, stock options and warrants for property
and services 29,033 167,000
Accounts payable assumed for purchase of equipment 605,951 --
The accompanying notes are an integral part of these financial statements.
25
BIG BUCK BREWERY & STEAKHOUSE, INC.
Notes to Consolidated Financial Statements
January 2, 2000 and January 3, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
NATURE OF BUSINESS
Big Buck Brewery & Steakhouse, Inc. (f/k/a Michigan Brewery, Inc.) develops and
operates microbrewery/restaurants under the name "Big Buck Brewery &
Steakhouse." As of January 2, 2000, the Company owned and operated three units
in the state of Michigan. The first unit opened in Gaylord, Michigan, on May 26,
1995. The Gaylord unit is utilized for bottling and wholesale distribution of
its private label beer. Subsequent units opened on March 17, 1997 in Grand
Rapids, Michigan, and on October 1, 1997 in Auburn Hills, Michigan, a suburb of
Detroit. The Company plans to open a fourth unit in Grapevine, Texas, a suburb
of Dallas. Scheduled to open in the second half of 2000, this unit will be
operated by Buck & Bass, L.P. pursuant to a joint venture agreement between the
Company and Bass Pro Outdoor World, L.P.
The Company incurred a net loss of $1,288,925 in 1999 and $1,359,754 in 1998.
The Company has a limited operating history, and future revenues and attaining
profitability from operations will depend upon various factors, including market
acceptance of the Big Buck Brewery & Steakhouse concept, reaching critical mass
to support corporate overhead and general economic conditions. The Company's
ability to meet its expansion plan and achieve profitability depends on its
ability to obtain substantial financing for the development of additional units.
There are no assurances that such financing will be available on terms
acceptable or favorable to the Company.
FISCAL YEAR
The Company has adopted a 52-/53-week fiscal year ending on the Sunday nearest
December 31 of each year. All references herein to "1999" and "1998" represent
the fiscal years ended January 2, 2000 (a 52 week year) and January 3, 1999 (a
53 week year), respectively.
CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiary, Buck & Bass, L.P. All significant intercompany
accounts and transactions are eliminated.
INVENTORIES
Inventories consist primarily of restaurant food and beverage items, raw
materials used in the brewing process, finished goods, including beer in kegs
and beer held in fermentation prior to the filtration and packaging process, and
retail goods for resale. Inventories are stated at the lower of cost or market
as determined by the first-in, first out inventory method and consisted of the
following at:
[Download Table]
January 2, January 3,
2000 1999
---------- ----------
Food ................................. $ 98,842 $116,966
Brewery .............................. 93,247 95,180
Retail goods ......................... 43,582 96,140
-------- --------
$235,671 $308,286
======== ========
26
PREOPENING EXPENSES
During April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position (SOP)
98-5, "Reporting on the Costs of Start-Up Activities." SOP 98-5 requires
companies to expense as incurred all start-up and preopening costs that are not
otherwise capitalizable as long-lived assets. The Company has elected early
implementation of the new accounting standard retroactive to the beginning of
1998. The effect of this accounting change was to charge operations the
unamortized balance of preopening costs as of December 28, 1997 of $346,547.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Improvements are capitalized, while
repair and maintenance costs are charged to operations when incurred. Property
and equipment are depreciated using the straight-line method for financial
reporting purposes and accelerated methods for income tax reporting purposes
over their estimated useful lives of 5 to 40 years. In the event that facts and
circumstances indicate that the carrying amount of property may not be
recoverable, an evaluation would be performed using such factors as recent
operating results, projected cash flows and management's plans for future
operations.
Property and equipment consisted of the following at:
[Enlarge/Download Table]
January 2, January 3, Estimated
2000 1999 Useful Lives
---------- ---------- ------------
Land and improvements .................... $ 5,057,914 $ 5,057,914 20 years for
improvements
Building and improvements ................ 9,261,213 9,261,213 40 years
Brewery equipment ........................ 2,011,015 2,011,015 12-30 years
Restaurant equipment ..................... 1,309,831 1,827,540 10 years
Furniture, fixtures and equipment ........ 2,124,286 1,575,592 5-7 years
Construction in progress (see Note 7)..... 2,387,694 772,235
------------ ------------
22,151,953 20,505,509
Accumulated depreciation ................. (2,421,187) (1,657,541)
------------ ------------
$ 19,730,766 $ 18,847,968
============ ============
INCOME TAXES
Deferred tax assets and liabilities are computed based on the difference between
the financial reporting and tax bases of the Company's assets and liabilities
using currently enacted tax rates.
LOSS PER SHARE
Basic net loss per share is computed by dividing net income by the weighted
average number of common shares outstanding during the year, without regard to
stock options outstanding. In the computation of fully diluted earnings per
share, the weighted average shares outstanding is increased to reflect the
potential dilution if stock warrants, stock options and convertible securities
were to be exercised or converted common stock, if such exercise or conversion
has a dilutive effect. The options, warrants, and convertible securities have
been excluded from the earnings per share calculation because each would have an
antidilutive effect.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
27
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Ultimate results could differ from those estimates.
2. LONG-TERM OBLIGATIONS:
Long-term obligations consisted of the following as of:
[Enlarge/Download Table]
January 2, January 3,
2000 1999
---------- ----------
Capital lease obligations (see below) $5,400,000 $5,400,000
Mortgage note payable to bank, monthly principal payments of $5,760 plus
interest at 10.2%, remaining balance due on October 1, 2000, collateralized
by all assets of the Company and guaranteed by certain shareholders 1,496,996 1,566,117
Note payable to bank, monthly payments of interest only at 10.0%,
balance due on May 15, 1999, collateralized by all assets of the Company 1,428,000 1,400,000
Note payable to bank, monthly principal payments of $13,333 plus interest at
10.2%, remaining balance due on October 1, 2000, collateralized by all
assets of the Company and guaranteed by certain shareholders 133,333 293,333
Convertible subordinated promissory notes payable to five investors,
bearing interest at 10%, due October 2000 750,000 --
Other -- 15,107
---------- ----------
Total 9,208,329 8,674,557
Less-Current maturities 2,487,246 1,644,228
---------- ----------
Long-term obligations $6,721,083 $7,030,329
========== ==========
In April 1997, the Company entered into a real estate purchase and leaseback
agreement with a shareholder of the Company, for the land and property of its
Grand Rapids unit. The Company received proceeds of $1,400,000 and in return,
entered into a ten-year lease with a minimum annual base rent of $140,000 and
a maximum annual base rent of $192,500 and percentage rent provisions. In
March 2000, the lease was amended to adjust the gross sales level over which
annual percentage rent is payable to $1,500,000 per year. As amended, the
lease further provides that, commencing April 2000, in the event gross sales,
as defined, do not exceed $1,500,000, for any lease year, the Company is
obligated to repurchase the land and property for $1.4 million, plus $70,000
for each lease year on a pro rata basis. The lessor also has the option to
require the Company to repurchase the Grand Rapids site after the seventh
full lease year for the same price. Should a repurchase be required, the
Company believes that it would be able to obtain mortgage financing
sufficient to pay the required purchase price. There can be no assurance that
such mortgage financing in the event repurchase were required, would be
available on terms acceptable to Big Buck or at all.
In August 1997, the Company entered into a second real estate purchase and
leaseback agreement with the same shareholder, for the land of its Auburn Hills
unit. The Company received proceeds of $4,000,000 and in return, entered into a
25-year lease with a minimum annual base rent of $400,000 and percentage rent
provisions. In the
28
event gross sales, as defined, do not exceed $8,000,000 for any two consecutive
lease years, the Company is obligated to repurchase the land for $4.0 million,
plus $200,000 for each lease year on a pro rata basis. The Company was required
to pay the shareholder annual percentage rent of $46,000 based upon annual gross
sales for the first year of the lease term. Annual gross sales for the second
year of the lease term did not exceed $8.0 million. Independent of annual gross
sales, the lessor has the option to require the Company to repurchase the Auburn
Hills site for $4.0 million, plus $200,000 for each lease year on a pro rata
basis, for a limited period of time. In February 2000, the lessor and the
Company amended the lease agreement to provide that such right may be exercised
by the lessor prior to the expiration of the fourth full lease year and that the
lessor may require the Company to issue common stock (valued at $4.00 per share)
in payment of such repurchase price. The Company also has the option to purchase
the Auburn Hills site from the lessor after the seventh full lease year for the
same price.
No gain or loss was recognized on the sale and leaseback transactions.
Management expects that if the Company was required to purchase the land at
these units that these leases could be renewed or replaced by mortgage or other
financing arrangements; however, there can be no assurance that such financing
would be available on acceptable terms or at all.
The convertible subordinated promissory notes were issued in October and
November 1999 for $750,000, and may be converted at any time, at the option
of the holders, into a total of 479,627 shares of common stock. Interest is
paid monthly in arrears.
The note payable to bank agreement requires, among other things, that the
Company maintain certain financial ratios.
Maturities of long-term obligations as of January 2, 2000, were as follows:
[Download Table]
2000 $ 2,487,246
2001 --
2002 --
2003 --
2004 1,321,083
Thereafter 5,400,000
------------
$ 9,208,329
============
On February 8, 2000, the Company obtained $7.5 million in financing from the
Wayne County Employee's Retirement System (WCERS). The Company issued and sold
to WCERS a $5,876,114, 10% convertible secured promissory note due February
2003, a $1,623,886 amended, restated and consolidated convertible note due
October 2000, and a three-year warrant for the purchase of 200,000 shares of the
Company's common stock. Both notes are convertible into common stock at $2.42
per share. The warrant is exercisable at $2.00 per share. These conversions of
stock would result in WCERS owning 3,299,172 shares of common stock or a 37.9%
ownership of the Company.
A portion of the proceeds of the financing were used to refinance all
outstanding mortgage and notes payable. Therefore, the maturities disclosed
above reflect the refinanced payment terms.
3. INCOME TAXES:
The deferred tax assets and liabilities consisted of the following at:
[Download Table]
January 2, January 3,
2000 1999
---------- ----------
Deferred tax liabilities (790,000) (670,000)
Deferred tax assets 2,280,000 1,700,000
---------- ----------
Net deferred tax asset 1,490,000 1,030,000
Valuation allowance (1,490,000) 1,030,000
---------- ----------
Net deferred tax -- --
29
Effective January 1, 1996, the Company converted from S Corporation status to a
C Corporation. As of January 2, 2000 and January 3, 1999, the Company's deferred
taxes consisted primarily of net operating loss carryforwards, and accelerated
methods of depreciation. The Company has recorded a full valuation allowance
against the net deferred tax asset due to the uncertainty of realizing the
related benefits. As of January 2, 2000, the Company had net operating loss
carryforwards of approximately $6.7 million which expire through the year 2014.
4. WARRANTS:
Each of the 2,550,000 units issued in connection with the Company's IPO
consisted of one share of common stock and one Redeemable Class A Warrant,
exercisable at $8.00 per share, expiring in June 2000.
In connection with its IPO, the Company issued a warrant to the underwriter to
purchase 245,000 shares of common stock at $6.00 per share. The warrant became
exercisable in June 1997 and is exercisable until June 2000.
In connection with the bridge financing before the IPO, the Company issued
warrants, exercisable at $5.00 per share, for 150,000 shares of its common
stock, expiring in February 2001. The Company also issued a warrant as part of
the pre-bridge financing, exercisable at $3.33 per share, for 62,500 shares of
its common stock, expiring in December 2000.
In connection with the joint venture agreement (Notes 1 and 7), the Company
issued a warrant, exercisable at $2.625 per share, for 50,000 shares of its
common stock to Bass Pro. The Company also issued a five-year warrant to its
private placement agent, exercisable at $2.7625 per share, for 14,582 shares of
its common stock.
In exchange for services, the Company issued warrants, exercisable at $1.625 per
share, for 100,000 shares of its common stock. In connection with the same
service agreements, the Company also issued warrants for 200,000 shares of
common stock. 100,000 of these warrants are exercisable at $2.50 pre share and
vest in October 2000. The remaining 100,000 warrants, are exercisable at $3.50
per share and vest in October 2001. All of the warrants issued as part of these
service agreements expire in October 2002.
In connection with a consulting agreement, the Company issued a warrant,
exercisable at $1.65 per share, for 50,000 shares of its common stock,
expiring in October 2002. The Company also issued warrants, exercisable at
$2.00 per share, for 150,000 shares of its common stock, vesting in 50,000
increments as the Company's stock price reaches $4.00, $5.00, and $6.00 per
share, expiring in October 2002.
5. STOCK OPTION PLANS:
During January 1996, the Company adopted the 1996 Stock Option Plan (the Plan),
pursuant to which options to acquire an aggregate of 600,000 shares, as amended
in June 1997, of the Company's common stock may be granted. Under the Plan, the
board of directors may grant options to purchase shares of the Company's stock
to eligible employees, nonemployees and contractors at a price not less than
100% of the fair market value at the time of the grant for both incentive and
nonstatutory stock options. Options granted under the Plan vest annually over
four years from date of grant and are exercisable for ten years, except that the
term may not exceed five years for incentive stock options granted to persons
who own more than 10% of the Company's outstanding voting stock.
Also, during January 1996, the Company adopted the 1996 Director Stock Option
Plan (the Director's Plan) pursuant to which options to acquire an aggregate of
100,000 shares of the Company's common stock may be granted to outside
directors. Under the Director's Plan, 5,000 options were automatically granted
to each outside director upon the completion of the Company's IPO, and
thereafter 5,000 options are granted annually for each
30
year of continued service by the outside director. Each option is granted at
fair market value on the date of grant, vests one year after the date of grant
and is exercisable for ten years.
On October 18, 1999, the Company established a qualified Employee Stock
Purchase Plan, effective as of January 1, 2000. The terms of the plan allow
for qualified employees, as defined, to participate in the purchase of
designated shares of the Company's common stock. The stock is generally
purchased at a price equal to the lower of 85% of the closing price at the
beginning or end of each semi-annual stock purchase period. The Company has
200,000 shares of common stock available for issuance pursuant to this plan.
A summary of the status of the Company's two stock option plans at January 2,
2000 and January 3, 1999, and changes during the fiscal years then ended, is
presented in the table and narrative below:
[Enlarge/Download Table]
Year Ended Year Ended
January 2, 2000 January 3, 1999
-------------------------- -------------------------
Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price
------ ---------------- ------ ----------------
Outstanding, beginning of
Period ..................... 671,000 4.11 546,000 $4.55
Granted .......................... 46,800 2.30 125,000 3.38
Exercised ........................ -- -- -- --
Forfeited ........................ -- -- -- --
Expired .......................... -- -- -- --
------- ----- ------- -----
Outstanding, end of
Period ..................... 717,800 $4.06 671,000 $4.11
======= ===== ======= =====
Exercisable, end of
Period ..................... 485,500 280,500
======= =======
Weighted average fair value
Of options granted ......... $ 2.80 $ 3.10
======= =======
The following table provides certain information with respect to stock options
outstanding at January 2, 2000:
[Enlarge/Download Table]
Stock options Weighted average Weighted average
Range of exercise prices Outstanding exercise price remaining contractual life
------------------------ ------------- ---------------- --------------------------
1.75 - 3.00 156,800 2.93 8.80
3.01 - 4.50 191,000 4.32 6.76
4.51 - 5.25 370,000 4.82 6.64
The following table provides certain information with respect to stock options
exercisable at January 2, 2000:
[Download Table]
Stock options Weighted average
Range of exercise prices exercisable exercise price
------------------------ ------------- ----------------
1.75 - 3.00 109,750 2.97
3.01 - 4.50 145,750 4.41
4.51 - 5.25 230,000 4.90
31
The Company accounts for these plans under APB Opinion No. 25, under which no
compensation cost has been recognized. Had compensation cost for these plans
been determined consistent with SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's net loss and loss per share would have been
increased to the following pro forma amounts:
[Download Table]
1999 1998
----------- -----------
Net Loss As Reported $(1,288,925) $(1,359,754)
Pro Forma (1,608,624) (1,710,122)
Diluted EPS As Reported (0.24) (0.26)
Pro Forma (0.30) (0.32)
The fair value of each employee option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1999 and 1998, respectively: risk-free interest
rates of 6.70% and 5.20%; no expected dividend yields; expected lives of 7
years; and expected volatility of 60.00% and 123.47%. Non-employee option grants
are recorded at fair value.
6. RETIREMENT PLAN:
On February 1, 1999, the Company began sponsoring a 401(k) plan for employees
with a minimum of six months of service with the Company. Contributions to the
plan totaled $12,559 for 1999.
7. COMMITMENTS AND CONTINGENCIES:
LEGAL PROCEEDINGS
The Company is involved in various legal actions rising in the ordinary course
of business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management there is no legal proceeding pending
against or involving the Company for which the outcome is likely to have a
material adverse effect upon the financial position or results of operations of
the Company.
JOINT VENTURE
The Company owns 89.1 percent as a limited partner and 0.8 percent as a general
partner, for an aggregate 89.9 percent ownership of Buck & Bass, L.P.
During 1999 and 1998, the Company contributed $218,000 and $891,000,
respectively, to the limited partnership which will own and operate the
Grapevine unit. The Company may be required to contribute up to an additional
$4.5 million, upon ten business days' notice, to complete construction of the
Grapevine unit. The Company has available approximately $3.8 million from
the WCERS financing to fund the construction of the Grapevine unit.
Additionally, the Buck & Bass partnership agreement allows for leasing of
equipment for the facility, not to exceed $1.5 million. Therefore, the Company
anticipates that it will be able to meet the contribution requirements of the
agreement. However, if funds are not available when required by the joint
venture, the Company may be in material default under the joint venture
agreement.
Pursuant to the commercial sublease agreement, the limited partnership created
by the joint venture leases the Grapevine site from Bass Pro over a 15-year
term. The lease may be extended at the option of Bass Pro for seven additional
five-year terms. In March 2000, the Company and Bass Pro agreed to commence
rental payments when the restaurant opens for business. The sublessee is
obligated to pay an annual percentage rent in the amount of 5.5% on gross sales
less than $11.0 million per year and 6.5% on gross sales in excess of $11.0
million per year (with a minimum annual base rent of $385,000). Bass Pro may
terminate in the event of a default which is not cured within the applicable
grace period. In March 2000, the Company and Bass Pro L.P. agreed in writing to
revise the definition of default under the sublease. As amended, the sublease
provides that a default include, but is not limited to, (a) the sublessee's
failure to remain open during all business days, (b) the sublessee's failure to
maintain on duty a fully trained service staff, (c) the sublessee's failure to
provide high quality food of the type provided at the Gaylord unit, (d) the
sublessee's failure to achieve gross sales in the first full calendar year
immediately following the opening and for each calendar year thereafter of $7.0
million, (e) the sublessee encumbering in any manner any interest in the
subleased premises, or (f) the sublessee's failure to conduct full and complete
customer surveys no less frequently than each calendar quarter.
In the event of material default, Bass Pro would be entitled to purchase the
Company's interest in the joint venture at 40% of book value, thereby
eliminating the Company's interest in the Grapevine unit. Further, Bass Pro
has the right to purchase up to 15% of the Company's interest in the joint
venture, at 100% of the Company's original cost, within 24 months of the
opening of the Grapevine unit; provided, however, that the Company's interest
in the joint venture may not be reduced below 51%. The Company expects that
it will continue to require significant capital resources to fund new unit
development and construction.
In September 1999, Bass Pro declared the limited partnership agreement of Buck &
Bass L.P. and the commercial sublease agreement for the Grapevine site to be
breached and in default due to, among other things, the Company's failure to
make its required capital contribution. In February 2000, the Company made all
required capital contributions and satisfied all subcontractors' liens and
claims. In March 2000, the Company and Bass Pro L.P. agreed in writing to the
reinstatement of the limited partnership agreement and the commercial sublease.
32
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On December 30, 1999, the Board engaged Plante & Moran, LLP as Big
Buck's new independent accountant for the fiscal year ending January 2, 2000.
During the years ended January 3, 1999 and December 27, 1997 and through
December 30, 1999, Big Buck did not consult with Plante & Moran, LLP on items
which (1) involved the application of accounting principles to a specific
completed or contemplated transaction, (2) involved the type of audit opinion
that might be rendered on Big Buck's financial statements, or (3) concerned
the subject matter of a disagreement or reportable event with the former
auditor (as described in Regulation S-B Item 304(a)(1)(iv)).
On December 30, 1999, the Board dismissed Arthur Andersen LLP as Big
Buck's independent public accountant. The reports of Arthur Andersen LLP on
the financial statements for the years ended January 3, 1999 and December 27,
1997 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. The Audit Committee and the Board of Directors participated in
and approved the decision to change independent public accountants. In
connection with its audits for the years ended January 3, 1999 and December
27, 1997 and through December 30, 1999, there were no disagreements with
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur Andersen LLP
would have caused Arthur Andersen LLP to make reference thereto in its report
on the financial statements for such years. During the years ended January 3,
1999 and December 27, 1997 and through December 30, 1999, there were no
reportable events (as defined in Regulation S-B Item 304(a)(1)(iv)). Arthur
Andersen LLP has furnished Big Buck with a letter addressed to the SEC
stating that it agrees with the above statements.
33
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table provides information with respect to Big Buck's
directors and executive officers as of March 1, 2000. Each director serves for a
one-year term expiring in 2000 and until his successor has been duly elected and
qualified. Each executive officer has been appointed to serve until his
successor is duly appointed by the Board of Directors or his earlier removal or
resignation from office. There are no family relationships between any director
or executive officer.
[Enlarge/Download Table]
Name Age Principal Occupation Position with Big Buck Director Since
---- --- -------------------- ---------------------- --------------
William F. Rolinski......... 52 Chief Executive Officer, Chief Executive Officer, 1993
President and Chairman President and Chairman
of the Board of Big Buck of the Board
Gary J. Hewett.............. 37 Chief Operating Officer, Chief Operating Officer, 1998
Executive Vice President Executive Vice
and Director of Big Buck President and Director
Anthony P. Dombrowski....... 39 Chief Financial Officer Chief Financial Officer N/A
and Treasurer of Big and Treasurer
Buck
Thomas McNulty.............. 60 Private Investor Director 2000
Joseph W. Muer.............. 64 Manufacturer's Director 1999
Representative
Blair A. Murphy, D.O........ 46 Self-Employed Physician Director 1993
Henry T. Siwecki............ 55 Sole Owner and Director 1995
President of Siwecki
Construction, Inc.
Casimer I. Zaremba.......... 79 Private Investor Director 1993
William F. Rolinski is a founder of Big Buck and has been the Chief
Executive Officer, President and Chairman of the Board since its formation in
1993. From 1987 to 1994, Mr. Rolinski was the founder, secretary and corporate
counsel of Ward Lake Energy, Inc., an independent producer of natural gas in
Michigan. While Mr. Rolinski was at Ward Lake, the company drilled and produced
over 500 natural gas wells with combined reserves of over $200 million.
Gary J. Hewett became the Chief Operating Officer and Executive Vice
President of Big Buck in April 1996 and a director of Big Buck in December 1998.
From June 1989 to March 1996, he served in various capacities at Hooters of
America, Inc., a national restaurant chain, including Vice President of
Franchise Operations where he was responsible for the operational support of 84
franchised restaurants and Vice President of Company Operations where he was
responsible for the operation of 28 company-owned restaurants. Mr. Hewett's
responsibilities at Hooters included supervision of site selection, restaurant
design and layout, training and new restaurant openings. From 1986 to 1989, Mr.
Hewett was employed by the Marriott Corporation as a restaurant general manager.
34
Anthony P. Dombrowski became the Chief Financial Officer and Treasurer of
Big Buck in May 1996. He acted as a consultant to Big Buck, in the capacity of
Chief Financial Officer, from January 1996 to May 1996. From February 1995 to
May 1996, Mr. Dombrowski operated his own financial and consulting business.
From May 1989 to January 1995, Mr. Dombrowski was the Chief Financial Officer of
Ward Lake. Mr. Dombrowski began his career with Price Waterhouse LLP in 1982.
Thomas McNulty has been a director since February 2000. From March 1983 to
October 1999, Mr. McNulty served as Chief Financial Officer and Treasurer of the
Henry Ford Health System, one of the 20 largest health systems in the United
States, owning insurance companies, hospitals and medical practices. He has also
served on the board of directors for various corporations, including Quadramed
Corporation, a software and automated service provider, Onika Insurance, and
Robertson Development Corporation, a real estate development company.
Joseph W. Muer has been a director since November 1999. Mr. Muer has acted
as an advisor to DINA Industries, Inc., a supplier of medical equipment,
ambulances and medical services to the Middle East, since 1995, and a senior
consultant with Aimattech, LLC, a national consulting firm specializing in board
level advisory services, since July 1999. Since March 1999, he also has been a
partner in The Millennium 321, an Internet company engaging in capital
development, marketing and sales of engineering, advertising and graphic
services. From May 1999 to September 1999, Mr. Muer served as a consultant to
The Pike Street Restaurant in Pontiac, Michigan. Mr. Muer was the owner and
general manager of Muer's Oyster House, Inc. from 1958 to April 1998. In April
1998, Muer's Oyster House, Inc. filed for Chapter 11 bankruptcy protection. A
Plan of Reorganization for Muer's Oyster House, Inc. was confirmed in December
1999, pursuant to which its assets and liabilities were liquidated.
Blair A. Murphy, D.O. is a founder of Big Buck and has been a director
since its formation in 1993. Dr. Murphy has been a urological surgeon since 1990
and is presently a self-employed physician.
Henry T. Siwecki has been a director since August 1995. For more than the
last five years, Mr. Siwecki has been the sole owner and president of Siwecki
Construction, Inc., a commercial and residential contractor.
Casimer I. Zaremba is a founder of Big Buck and has been a director since
its formation in 1993. Mr. Zaremba has been a private investor for more than the
past five years.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires Big Buck's officers, directors
and persons who own more than 10% of a registered class of Big Buck's equity
securities to file reports of ownership and changes in ownership with the SEC.
Such officers, directors and shareholders are required by the SEC to furnish Big
Buck with copies of all such reports. To Big Buck's knowledge, based solely on a
review of copies of reports filed with the SEC during the last fiscal year, all
applicable Section 16(a) filing requirements were met, except that one report on
Form 5 setting forth the January 1, 1999, automatic grant of a stock option for
the purchase of 5,000 shares, pursuant to the 1996 Director Stock Option Plan,
to Casimer I. Zaremba, one of Big Buck's non-employee directors, was not filed
on a timely basis.
35
ITEM 10 EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by Big Buck to the Chief Executive Officer and the other highest paid
executive officers (the "Named Executive Officers") during the three most recent
fiscal years.
SUMMARY COMPENSATION TABLE
[Enlarge/Download Table]
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards
----------------------
Securities
Name and Principal Position Year Salary Underlying Options
-------------------------------------------------- ---- ------ --------------------
William F. Rolinski .............................. 1999 $157,219 0
Chief Executive Officer, President and ......... 1998 $151,586 30,000
Chairman of the Board .......................... 1997 $167,308 75,000
Gary J. Hewett ................................... 1999 $134,553 0
Chief Operating Officer, Executive ............. 1998 $130,845 25,000
Vice President and Director .................... 1997 $152,061 125,000
Anthony P. Dombrowski ............................ 1999 $ 97,321 0
Chief Financial Officer and .................... 1998 $ 92,885 20,000
Treasurer ...................................... 1997 $102,615 60,000
No stock options or stock appreciation rights were granted to the Named
Executive Officers during the last fiscal year.
The following table sets forth information concerning the unexercised
options held by the Named Executive Officers as of the end of the last fiscal
year. No options were exercised by the Named Executive Officers during the last
fiscal year. No stock appreciation rights were exercised by the Named Executive
Officers during the last fiscal year or were outstanding at the end of that
year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
[Enlarge/Download Table]
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End At FY-End(1)
--------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-------------------------- ----------- ------------- ----------- -------------
William F. Rolinski ....... 67,500 37,500 $0 $0
Gary J. Hewett ............ 130,000 75,000 $0 $0
Anthony P. Dombrowski ..... 75,500 37,500 $0 $0
-----------------------
(1) Market value of underlying securities at fiscal year end minus the
exercise price.
36
COMPENSATION OF DIRECTORS
Big Buck's non-employee directors receive options pursuant to the 1996
Director Stock Option Plan. Management members of the Board receive no
compensation as Board members. Board members are paid their expenses, if any,
which are incurred solely to participate in meetings of the Board or Board
committees.
During the last fiscal year, Big Buck granted an option, under the 1996
Director Stock Option Plan, for the purchase of 5,000 shares of Common Stock to
each non-employee director elected by the shareholders. Big Buck automatically
grants such options annually for each year of continued service on the Board.
Each option is granted at fair market value on the date of grant, vests one year
after the date of grant and expires ten years after the date of grant.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
Gary J. Hewett, Chief Operating Officer, Executive Vice President and a
director of Big Buck, is entitled to six months' salary upon termination of
employment, unless such termination is for cause. Based on Mr. Hewett's 1999
compensation, he would be entitled to approximately $67,277 upon termination of
employment without cause. To date, Big Buck has not entered into any agreements
providing for the continued employment of its personnel.
37
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Big Buck's Common Stock as of March 1, 2000, by (a) each person who
is known to Big Buck to own beneficially more than five percent of the Common
Stock, (b) each director and nominee for election as a director, (c) each Named
Executive Officer (as defined below), and (d) all executive officers and
directors as a group. Unless otherwise noted, each person identified below
possesses sole voting and investment power with respect to such shares. Except
as otherwise noted below, Big Buck knows of no agreements among its shareholders
which relate to voting or investment power with respect to its Common Stock.
[Enlarge/Download Table]
Shares Percent
Beneficially of
Name and Address of Beneficial Owner(1) Owned(1) Class
--------------------------------------- ------------ -------
Wayne County Employees' Retirement System(2) .................. 3,299,172 37.9%
400 Monroe Street, Suite 230
Detroit, Michigan 48226
Michael G. Eyde(3) ............................................ 1,447,596 21.5
6250 West Michigan Avenue
Lansing, Michigan 48917
William F. Rolinski(4) ........................................ 940,145 17.1
Perkins Capital Management, Inc.(5) ........................... 789,700 13.4
730 East Lake Street
Wayzata, Minnesota 55391
Casimer I. Zaremba(6)(7) ...................................... 695,007 12.8
Blair A. Murphy, D.O.(6) ...................................... 655,007 12.1
FMR Corp.(8) .................................................. 522,500 9.7
82 Devonshire Street
Boston, Massachusetts 02109
The Perkins Opportunity Fund(9) ............................... 500,000 8.8
730 East Lake Street
Wayzata, Minnesota 55391
Henry T. Siwecki(6)(10) ....................................... 156,989 2.9
Gary J. Hewett(11) ............................................ 154,328 2.8
Anthony P. Dombrowski(12) ..................................... 96,462 1.8
Thomas McNulty ................................................ 1,000 *
Joseph W. Muer ................................................ 0 0
All Executive Officers and Directors as a Group (8 persons)(13) 2,698,938 46.4%
---------------
* Represents less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to securities.
Securities "beneficially owned" by a person may include securities owned
by or for, among others, the spouse, children or certain other relatives
of such person as well as other securities as to which the person has or
shares voting or investment power or has the option or right to acquire
Common Stock within 60 days. The number of shares beneficially owned
includes shares issuable pursuant to warrants and stock options that are
exercisable within 60 days of March 1, 2000. Unless otherwise indicated,
the address for each listed shareholder is c/o Big Buck Brewery &
Steakhouse, Inc., 550 South Wisconsin Street, Gaylord, Michigan 49734.
(2) As set forth in Schedule 13D filed with the SEC by WCERS on February 17,
2000. Represents 200,000 shares subject to a currently exercisable warrant
and 3,099,172 shares subject to currently convertible promissory notes.
38
(3) Includes (a) 50,000 shares subject to a currently exercisable option, (b)
25,000 shares subject to a currently exercisable warrant, (c) 52,115
shares subject to a currently convertible promissory note, and (d)
1,200,000 shares issuable pursuant to a Real Estate Purchase and Leaseback
Agreement by and between Mr. Eyde and Big Buck, dated August 1, 1997.
(4) Includes 99,537 shares subject to currently exercisable options.
(5) As set forth in Schedule 13G filed with the SEC by Perkins Capital
Management, Inc. ("PCM") and The Perkins Opportunity Fund ("POF") on
February 2, 2000. Includes (a) 123,100 shares owned by the clients of PCM,
(b) 166,600 shares subject to currently exercisable warrants owned by the
clients of PCM, (c) 200,000 shares owned by POF, and (d) 300,000 shares
subject to currently exercisable warrants owned by POF. PCM has (a) sole
power to vote 262,000 shares, including 200,000 shares owned by POF, and
(b) sole power to dispose of 789,700 shares, including 200,000 shares
owned by POF and 300,000 shares subject to currently exercisable warrants
owned by POF. PCM disclaims beneficial ownership of the securities owned
by POF.
(6) Includes 20,000 shares subject to currently exercisable options.
(7) Beneficial ownership of 450,005 of these shares is shared with Walter
Zaremba, Casimer Zaremba's brother.
(8) As set forth in Schedule 13G filed with the SEC by FMR Corp., Edward C.
Johnson 3d and Abigail P. Johnson on February 11, 2000. Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp. and
an investment adviser registered under the Investment Advisers Act of
1940, is the beneficial owner of 522,500 shares as a result of acting as
investment adviser to various investment companies registered under the
Investment Company Act of 1940. The ownership of one investment company,
Fidelity Capital Appreciation Fund, amounted to 522,500 shares. Edward C.
Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each
has sole power to dispose of the 522,500 shares owned by the funds.
Neither FMR Corp. nor Edward C. Johnson 3d has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity Funds,
which power resides with the funds' Boards of Trustees. Fidelity carries
out the voting of the shares under written guidelines established by the
funds' Boards of Trustees. Members of the Edward C. Johnson 3d family are
the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr.
Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5% of the aggregate
outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR
Corp. and Ms. Johnson is a Director of FMR Corp. The Johnson family group
and all other Class B shareholders have entered into a shareholders'
voting agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares. Accordingly, through
their ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR Corp.
(9) As set forth in Schedule 13G filed with the SEC by PCM and POF on February
2, 2000. Includes 300,000 shares subject to currently exercisable
warrants.
(10) Includes 6,000 shares subject to currently exercisable warrants.
(11) Represents shares subject to currently exercisable options.
(12) Includes 90,462 shares subject to currently exercisable options.
(13) Includes 404,327 shares subject to currently exercisable options and 6,000
shares subject to currently exercisable warrants.
39
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Big Buck formerly had a loan agreement with NBD Bank for three separate
loan facilities aggregating $3.0 million. Messrs. Rolinski, Murphy and Zaremba,
each a director of Big Buck, personally guaranteed repayment of all amounts
under this loan agreement. In February 2000, Big Buck obtained financing from
WCERS which enabled it (a) repay NBD Bank and Crestmark Bank in full and (b) to
make all required capital contributions and satisfy all subcontractors' liens
and claims in connection with the Grapevine unit. Messrs. Rolinski, Murphy and
Zaremba personally guaranteed this indebtedness to the extent of $1,623,885.
Messrs. Rolinski, Murphy and Zaremba do not intend to personally guarantee
future obligations of Big Buck.
All future transactions between Big Buck and its officers, directors and
principal shareholders and their affiliates will be approved by a majority of
the Board, including a majority of the independent and disinterested
non-employee directors, and will be on terms no less favorable to Big Buck than
could be obtained from unaffiliated third parties.
ITEM 13 EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
[Download Table]
3.1 Restated Articles of Incorporation (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
October 3, 1997 (File No. 0-20845)).
3.2 Amended and Restated Bylaws (incorporated by reference to
Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.1 1996 Stock Option Plan (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
10.2 1996 Director Stock Option Plan (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.3 1999 Employee Stock Purchase Plan (incorporated by reference
to Big Buck's Definitive Schedule 14A (Proxy Statement),
filed on October 26, 1999 (File No. 0-20845)).
10.4 Loan Agreement dated July 28, 1995, by and among Big Buck,
William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
Casimer I. Zaremba and NBD Bank (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.5 Real Estate Purchase and Leaseback Agreement by and between
Eyde Brothers Development Co., Landlord, and Big Buck,
Tenant, dated April 11, 1997 (incorporated by reference to
Big Buck's Quarterly Report on Form 10-QSB, filed on May 9,
1997 (File No. 0-20845)).
10.6 Lease Agreement by and between Eyde Brothers Development
Co., Landlord, and Big Buck, Tenant, dated April 11, 1997
(incorporated by reference to Big Buck's Quarterly Report on
Form 10-QSB, filed on May 9, 1997 (File No. 0-20845)).
10.7 Amendment to Lease Agreement by and between Eyde Brothers
Development Co., Landlord, and Big Buck, Tenant, dated March
27, 2000.
10.8 Real Estate Purchase and Leaseback Agreement by and between
Michael G. Eyde, Landlord, and Big Buck, Tenant, dated
August 1, 1997 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 12, 1997
(File No. 0- 20845)).
10.9 Lease Agreement by and between Michael G. Eyde, Landlord,
and Big Buck, Tenant, dated October 1, 1997 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 23, 1998 (File No. 0-20845)).
10.10 Stock Option Agreement between Big Buck and Michael G. Eyde,
dated August 1, 1997 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
40
10.11 Amendment to Lease Agreement by and between Michael G. Eyde,
Landlord, and Big Buck, Tenant, dated January 26, 2000.
10.12 Common Stock Purchase Warrant issued by Big Buck to Michael
G. Eyde, dated January 26, 2000.
10.13 Limited Partnership Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
10.14 Shareholders' Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
10.15 Commercial Sublease Agreement by and between Bass Pro
Outdoor World, L.P. and Buck and Bass, L.P., dated November
5, 1998 (incorporated by reference to Big Buck's Quarterly
Report on Form 10-QSB, filed on November 12, 1998 (File No.
0-20845)).
10.16 Common Stock Purchase Warrant issued by Big Buck to Bass Pro
Outdoor World, L.P., dated November 5, 1998 (incorporated by
reference to Big Buck's Quarterly Report on Form 10-QSB,
filed on November 12, 1998 (File No. 0-20845)).
10.17 Loan Agreement dated November 20, 1998, by and between Big
Buck, Borrower, and Crestmark Bank, Lender (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.18 Real Estate Mortgage Note dated November 20, 1998, by and
between Big Buck, Borrower, and Crestmark Bank, Lender
(incorporated by reference to Big Buck's Annual Report on
Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
10.19 Security Agreement dated November 20, 1998, by and between
Big Buck, Borrower, and Crestmark Bank, Lender (incorporated
by reference to Big Buck's Annual Report on Form 10-KSB,
filed on March 29, 1999 (File No. 0-20845)).
10.20 Amended and Restated Real Estate Mortgage Note dated July
27, 1999, by and between Big Buck, Borrower, and Crestmark
Bank, Lender (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 18, 1999
(File No. 0- 20845)).
10.21 Common Stock Purchase Warrant issued by Big Buck to Seger
Financial, Inc., dated November 20, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.22 Stock Option Agreement between Big Buck and William F.
Rolinski, dated December 29, 1998 (incorporated by reference
to Big Buck's Annual Report on Form 10-KSB, filed on March
29, 1999 (File No. 0-20845)).
10.23 Stock Option Agreement between Big Buck and Gary J. Hewett,
dated December 29, 1998 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
10.24 Stock Option Agreement between Big Buck and Anthony P.
Dombrowski, dated December 29, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.25 Form of Warrant Agreement (including Form of Redeemable
Class A Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.26 Form of Subscription and Investment Representation
Agreement, dated December 1995, between Big Buck and Pyramid
Partners, LP (including Form of Common Stock Purchase
Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.27 Non-Exclusive Financing Agreement by and between Big Buck
and Private Equity, LLC, dated July 1, 1999.
41
10.28 Consulting Agreement by and between Big Buck and Private
Equity, LLC, dated September 17, 1999.
10.29 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.30 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.31 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.32 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.33 Promissory Note in the principal amount of $37,232.28,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
10.34 Promissory Note in the principal amount of $13,500.00,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
10.35 Form of Subscription and Investment Representation Agreement
for 10% Convertible Subordinated Promissory Note (including
form of note).
10.36 Subscription and Investment Representation Agreement for 10%
Convertible Secured Promissory Note executed by Wayne County
Employees' Retirement System, dated February 4, 2000.
10.37 10% Convertible Secured Promissory Note in the principal
amount of $5,876,114.74, issued by Big Buck, Maker, to Wayne
County Employees' Retirement System, Payee, dated February
4, 2000.
10.38 Amended, Restated and Consolidated Convertible Note in the
principal amount of $1,623,885.26, issued by Big Buck,
Maker, to Wayne County Employees' Retirement System, Payee,
dated February 4, 2000.
10.39 Common Stock Purchase Warrant issued by Big Buck to Wayne
County Employees' Retirement System, dated February 4, 2000.
16 Letter on Change in Certifying Accountant (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
January 4, 2000 (File No. 0-20845)).
21 Subsidiaries of Big Buck (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
23.1 Consent of Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page to Form
10-KSB).
27 Financial Data Schedule.
99 Cautionary Statement.
(b) Reports on Form 8-K
On October 25, 1999, Big Buck filed a Current Report on Form 8-K
relating to its issuance of $650,000 principal amount of convertible
subordinated promissory notes. Big Buck filed no other Current
Reports on Form 8-K during the quarter ended January 2, 2000.
42
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gaylord, State of Michigan on March
31, 2000.
BIG BUCK BREWERY & STEAKHOUSE, INC.
By /s/ William F. Rolinski
----------------------------------------
William F. Rolinski
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints William F. Rolinski and Anthony P. Dombrowski as his or
her true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this report, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant, and in the capacities and on
the date indicated.
[Enlarge/Download Table]
Signature Title Date
--------- ----- ----
/s/ William F. Rolinski President, Chief Executive Officer and March 31, 2000
------------------------------------ Director (Principal Executive Officer)
William F. Rolinski
/s/ Anthony P. Dombrowski Chief Financial Officer and Treasurer March 31, 2000
------------------------------------ (Principal Financial Officer and Principal
Anthony P. Dombrowski Accounting Officer)
/s/ Gary J. Hewett Chief Operating Officer, Executive Vice March 31, 2000
------------------------------------ President and Director
Gary J. Hewett
/s/ Thomas McNulty Director March 31, 2000
------------------------------------
Thomas McNulty
/s/ Joseph W. Muer Director March 31, 2000
------------------------------------
Joseph W. Muer
/s/ Blair A. Murphy, D.O. Director March 31, 2000
------------------------------------
Blair A. Murphy, D.O.
/s/ Henry T. Siwecki
------------------------------------ Director March 31, 2000
Henry T. Siwecki
/s/ Casimer I. Zaremba
------------------------------------ Director March 31, 2000
Casimer I. Zaremba
43
INDEX TO EXHIBITS
[Download Table]
Exhibit
Number Description
------ -----------
3.1 Restated Articles of Incorporation (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
October 3, 1997 (File No. 0-20845)).
3.2 Amended and Restated Bylaws (incorporated by reference to
Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.1 1996 Stock Option Plan (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
10.2 1996 Director Stock Option Plan (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.3 1999 Employee Stock Purchase Plan (incorporated by reference
to Big Buck's Definitive Schedule 14A (Proxy Statement),
filed on October 26, 1999 (File No. 0-20845)).
10.4 Loan Agreement dated July 28, 1995, by and among Big Buck,
William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
Casimer I. Zaremba and NBD Bank (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.5 Real Estate Purchase and Leaseback Agreement by and between
Eyde Brothers Development Co., Landlord, and Big Buck,
Tenant, dated April 11, 1997 (incorporated by reference to
Big Buck's Quarterly Report on Form 10-QSB, filed on May 9,
1997 (File No. 0-20845)).
10.6 Lease Agreement by and between Eyde Brothers Development
Co., Landlord, and Big Buck, Tenant, dated April 11, 1997
(incorporated by reference to Big Buck's Quarterly Report on
Form 10-QSB, filed on May 9, 1997 (File No. 0-20845)).
10.7 Amendment to Lease Agreement by and between Eyde Brothers
Development Co., Landlord, and Big Buck, Tenant, dated March
27, 2000.
10.8 Real Estate Purchase and Leaseback Agreement by and between
Michael G. Eyde, Landlord, and Big Buck, Tenant, dated
August 1, 1997 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 12, 1997
(File No. 0- 20845)).
10.9 Lease Agreement by and between Michael G. Eyde, Landlord,
and Big Buck, Tenant, dated October 1, 1997 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 23, 1998 (File No. 0-20845)).
10.10 Stock Option Agreement between Big Buck and Michael G. Eyde,
dated August 1, 1997 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
[10.11 Amendment to Lease Agreement by and between Michael G. Eyde,
Landlord, and Big Buck, Tenant, dated January 26, 2000.
10.12 Common Stock Purchase Warrant issued by Big Buck to Michael
G. Eyde, dated January 26, 2000.
10.13 Limited Partnership Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
10.14 Shareholders' Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
44
10.15 Commercial Sublease Agreement by and between Bass Pro
Outdoor World, L.P. and Buck and Bass, L.P., dated November
5, 1998 (incorporated by reference to Big Buck's Quarterly
Report on Form 10-QSB, filed on November 12, 1998 (File No.
0-20845)).
10.16 Common Stock Purchase Warrant issued by Big Buck to Bass Pro
Outdoor World, L.P., dated November 5, 1998 (incorporated by
reference to Big Buck's Quarterly Report on Form 10-QSB,
filed on November 12, 1998 (File No. 0-20845)).
10.17 Loan Agreement dated November 20, 1998, by and between Big
Buck, Borrower, and Crestmark Bank, Lender (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.18 Real Estate Mortgage Note dated November 20, 1998, by and
between Big Buck, Borrower, and Crestmark Bank, Lender
(incorporated by reference to Big Buck's Annual Report on
Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
10.19 Security Agreement dated November 20, 1998, by and between
Big Buck, Borrower, and Crestmark Bank, Lender (incorporated
by reference to Big Buck's Annual Report on Form 10-KSB,
filed on March 29, 1999 (File No. 0-20845)).
10.20 Amended and Restated Real Estate Mortgage Note dated July
27, 1999, by and between Big Buck, Borrower, and Crestmark
Bank, Lender (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 18, 1999
(File No. 0- 20845)).
10.21 Common Stock Purchase Warrant issued by Big Buck to Seger
Financial, Inc., dated November 20, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.22 Stock Option Agreement between Big Buck and William F.
Rolinski, dated December 29, 1998 (incorporated by reference
to Big Buck's Annual Report on Form 10-KSB, filed on March
29, 1999 (File No. 0-20845)).
10.23 Stock Option Agreement between Big Buck and Gary J. Hewett,
dated December 29, 1998 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
10.24 Stock Option Agreement between Big Buck and Anthony P.
Dombrowski, dated December 29, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.25 Form of Warrant Agreement (including Form of Redeemable
Class A Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.26 Form of Subscription and Investment Representation
Agreement, dated December 1995, between Big Buck and Pyramid
Partners, LP (including Form of Common Stock Purchase
Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.27 Non-Exclusive Financing Agreement by and between Big Buck
and Private Equity, LLC, dated July 1, 1999.
10.28 Consulting Agreement by and between Big Buck and Private
Equity, LLC, dated September 17, 1999.
10.29 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.30 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.31 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.32 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.33 Promissory Note in the principal amount of $37,232.28,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
45
10.34 Promissory Note in the principal amount of $13,500.00,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
10.35 Form of Subscription and Investment Representation Agreement
for 10% Convertible Subordinated Promissory Note (including
form of note).
10.36 Subscription and Investment Representation Agreement for 10%
Convertible Secured Promissory Note executed by Wayne County
Employees' Retirement System, dated February 4, 2000.
10.37 10% Convertible Secured Promissory Note in the principal
amount of $5,876,114.74, issued by Big Buck, Maker, to Wayne
County Employees' Retirement System, Payee, dated February
4, 2000.
10.38 Amended, Restated and Consolidated Convertible Note in the
principal amount of $1,623,885.26, issued by Big Buck,
Maker, to Wayne County Employees' Retirement System, Payee,
dated February 4, 2000.
10.39 Common Stock Purchase Warrant issued by Big Buck to Wayne
County Employees' Retirement System, dated February 4, 2000.
16 Letter on Change in Certifying Accountant (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
January 4, 2000 (File No. 0-20845)).
21 Subsidiaries of Big Buck (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
23.1 Consent of Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page to Form
10-KSB).
27 Financial Data Schedule.
99 Cautionary Statement.
46
Dates Referenced Herein and Documents Incorporated by Reference
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