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
EXHIBIT 99
CAUTIONARY STATEMENT
BIG BUCK BREWERY & STEAKHOUSE, INC., OR PERSONS ACTING ON BEHALF OF BIG
BUCK, OR OUTSIDE REVIEWERS RETAINED BY BIG BUCK MAKING STATEMENTS ON BEHALF OF
BIG BUCK, OR UNDERWRITERS OF BIG BUCK'S SECURITIES, FROM TIME TO TIME, MAY MAKE,
IN WRITING OR ORALLY, "FORWARD-LOOKING STATEMENTS" AS DEFINED UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THIS CAUTIONARY STATEMENT, WHEN USED
IN CONJUNCTION WITH AN IDENTIFIED FORWARD- LOOKING STATEMENT, IS FOR THE PURPOSE
OF QUALIFYING FOR THE "SAFE HARBOR" PROVISIONS OF THE LITIGATION REFORM ACT AND
IS INTENDED TO BE A READILY AVAILABLE WRITTEN DOCUMENT THAT CONTAINS FACTORS
WHICH COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING
STATEMENTS. THESE FACTORS ARE IN ADDITION TO ANY OTHER CAUTIONARY STATEMENTS,
WRITTEN OR ORAL, WHICH MAY BE MADE, OR REFERRED TO, IN CONNECTION WITH ANY SUCH
FORWARD-LOOKING STATEMENT.
THE FOLLOWING MATTERS, AMONG OTHERS, MAY HAVE A MATERIAL ADVERSE EFFECT ON
THE BUSINESS, FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR
PROSPECTS, FINANCIAL OR OTHERWISE, OF BIG BUCK. REFERENCE TO THIS CAUTIONARY
STATEMENT IN THE CONTEXT OF A FORWARD-LOOKING STATEMENT OR STATEMENTS SHALL BE
DEEMED TO BE A STATEMENT THAT ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT
OR STATEMENTS.
LACK OF PROFITABILITY; SHORT OPERATING HISTORY
Big Buck incurred net losses of $1,288,925 and $1,359,754 during the
fiscal years ended January 2, 2000 and January 3, 1999, respectively. To date,
Big Buck has opened three Big Buck Brewery & Steakhouses in the following
Michigan cities: Gaylord, Grand Rapids and Auburn Hills. Prior to the opening of
the Gaylord unit in May 1995, Big Buck had no operations or revenues.
Accordingly, Big Buck's operations are subject to all of the risks inherent in
the establishment of a new business enterprise, including a short operating
history. The likelihood of success of Big Buck must be evaluated in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the establishment of a business. There can be no
assurance that future operations of any unit will be profitable. Future revenues
and profits, if any, will depend upon various factors, including the quality of
restaurant operations, the acceptance of Big Buck's beer and general economic
conditions. In general, restaurants experience a decline in revenue growth or in
actual revenues following a period of excitement which accompanies their
opening. There can be no assurance that Big Buck will operate profitably or that
it will successfully implement its plans to open additional units, in which case
Big Buck will continue to depend on the revenues of the Gaylord, Grand Rapids
and Auburn Hills units.
FUTURE CAPITAL REQUIREMENTS; UNCERTAINTY OF ADDITIONAL FUNDING
Big Buck's ability to execute its business strategy depends on its ability
to obtain substantial financing for the development of additional units. The
failure of Big Buck to raise capital when needed could have a material adverse
effect on Big Buck's business, operating results and financial condition. No
assurance can be given that Big Buck will be able to secure additional financing
when required, if at all. If Big Buck is able to obtain financing, there can be
no assurance that it will be on terms favorable or acceptable to Big Buck. To
obtain additional financing, Big Buck anticipates that it will be required to
sell additional equity securities. New investors may seek and obtain
substantially better terms than those available to investors purchasing shares
of Common Stock on the open market and Big Buck's issuance of securities in the
future may result in substantial dilution. Big Buck's agreement with Wayne
County Employees' Retirement System ("WCERS") imposes certain limitations on Big
Buck's ability to incur additional indebtedness. These restrictions may impede
Big Buck's ability to secure financing for future expansion and operations.
Ultimately, if additional capital does not become available to Big Buck when
required, it will be required to scale back or eliminate its expansion plans and
it may be required to scale back its operations.
EXPANSION PLAN RISKS
Development is currently underway for the fourth Big Buck Brewery &
Steakhouse in Grapevine, Texas, a suburb of Dallas. Through March 1, 2000, Big
Buck had contributed approximately $1.8 million to the limited partnership to
fund construction of the Grapevine unit. In addition to the availability of
adequate financing, successful expansion of Big Buck's operations will be
largely dependent upon a variety of factors, some of which are currently unknown
or beyond Big Buck's control, including customer acceptance of Big Buck Brewery
& Steakhouses and Big Buck Beer; the ability of management to identify suitable
sites and to negotiate purchases of such sites; the ability of management to
secure future joint venture agreements or other methods of financing; timely and
economic development and construction of units; timely approval from local
governmental authorities; the hiring of skilled management and other personnel;
the ability of management to apply its policies and procedures to a larger
number of units; the general ability to successfully manage growth; and the
general state of the economy. There can be no assurance that Big Buck will be
able to open the Grapevine unit or any additional units.
Big Buck's strategy includes operating a brewery at each unit. Successful
operation of separate breweries will require Big Buck to overcome various
organizational challenges such as increasing and maintaining production and
establishing and maintaining quality control over numerous geographically
separated units. In attempting to expand beer distribution, Big Buck will be
required to establish and manage relationships with wholesale distributors,
retailers and consumers in new markets. Big Buck is the sole promoter of sales
of its beer in new markets. Consumer tastes and preferences may vary from market
to market. There can be no assurance that Big Buck will be successful in
entering new markets.
STATE LAWS MAY LIMIT GROWTH
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 intends to limit its sales of beer off-site so as to reserve its brewing
capacity for sales of beer on-site, which provide Big Buck substantially higher
margins, but do not reach the same customer base. There can be no assurance that
legislation raising the barrelage ceiling will pass, that any such legislation
will pass in a form which would facilitate Big Buck's expansion plans, or that
if such legislation is not passed, Big Buck will be able to become licensed to
brew in excess of 30,000 barrels of beer per year.
JOINT VENTURE
Big Buck plans to operate the Grapevine unit, which is currently under
construction, pursuant to a joint venture agreement with Bass Pro. 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 a separate 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
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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. In the event that 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.
SALE/LEASEBACKS
In April 1997, Big Buck sold the Grand Rapids site, including all
improvements thereto, to an unrelated third party, 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. In March 2000, the lease was amended to adjust the gross sales level
over which annual percentage rate 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 $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.
In August 1997, Big Buck entered into a real estate purchase and leaseback
agreement providing for the sale of the Auburn Hills site to an unrelated third
party, 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. 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.
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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.
POTENTIAL INABILITY TO REPAY EXISTING INDEBTEDNESS
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. In the past, Big
Buck obtained working capital through its credit facility with NBD Bank and
obtained additional working capital pursuant to a promissory note with Crestmark
Bank. In February 2000, Big Buck refinanced such indebtedness through the
issuance of 10% convertible secured promissory notes to WCERS aggregating $7.5
million in principal. Of such amount, approximately $1.6 million must be repaid
in full by October 2000. The remaining $5.9 million must be repaid in full by
February 2003.
Big Buck granted the following security interested 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.
In the event of a default which is not waived under Big Buck's agreement
with WCERS, Big Buck's assets would be at risk. There can be no assurance that
Big Buck will be able to repay or refinance its indebtedness to WCERS. Without
additional financing, Big Buck's leveraged position and requirements for
payments to WCERS may require Big Buck to liquidate all or a portion of its
assets.
COMPETITION; CERTAIN FACTORS AFFECTING THE RESTAURANT AND BREWING INDUSTRIES
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
4
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 and developing microbrewery and brewpub restaurant market.
Other restaurants and companies could utilize the Big Buck Brewery & Steakhouse
format or a related format. There can be no assurance that Big Buck will be able
to respond to various competitive factors affecting the restaurant industry.
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. Although domestic demand for craftbrewed beers
has increased dramatically over the past decade, there can be no assurance that
this demand will continue. Big Buck anticipates intensifying competition in the
craftbrewed and fuller-flavored beer markets. Most of Big Buck's brewing
competitors possess financial, marketing, personnel and other resources
substantially greater than those of Big Buck, and there can be no assurance that
Big Buck will be able to succeed against intensified competition in the
craftbrewed and fuller-flavored beer markets.
BREWERY OPERATING HAZARDS
Big Buck's brewing operations are subject to certain hazards and liability
risks faced by all brewers, such as potential contamination of ingredients or
products by bacteria or other external agents that may be wrongfully or
accidentally introduced into products or packaging. Big Buck's products are not
pasteurized. While Big Buck has never experienced a contamination problem in its
products, the occurrence of such a problem could result in a costly product
recall and serious damage to Big Buck's reputation for product quality. Big
Buck's operations are also subject to certain injury and liability risks
normally associated with the operation and possible malfunction of brewing and
other equipment. Although Big Buck maintains insurance against certain risks
under various general liability and product liability insurance policies, there
can be no assurance that Big Buck's insurance will be adequate.
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 annually and may be
revoked or suspended for cause at any time. Additionally, state liquor laws may
prevent or impede the expansion of Big Buck into certain markets. While Big Buck
has not experienced and does not anticipate any significant problems in
obtaining required licenses, permits or approvals, any difficulties, delays or
failures in obtaining such required licenses, permits or approvals could delay
or prevent the opening of a unit in a particular area. In addition, changes in a
jurisdiction's legislation, regulations or administrative interpretations of
liquor laws after the opening of a unit may prevent or hinder Big Buck's
expansion or operations in that jurisdiction or increase operating costs.
5
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.
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. However, a judgment against Big Buck
under a dram-shop statute in excess of Big Buck's liability coverage could have
a material adverse effect on Big Buck.
TAXES; SMALL BREWER'S EXCISE TAX CREDIT
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. No assurance can be given that the federal
government will not reduce or eliminate this credit. 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. Upon opening of
the Grapevine unit, Buck & Bass, L.P. will become subject to exercise 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. Big Buck is also subject to federal and state excise taxes on the wine
it sells in its Michigan units. See "Business - Restaurant Regulation."
Other states and municipalities into which Big Buck may expand also impose
excise or other taxes or special charges on alcoholic beverages in varying
amounts, which amounts are subject to change. It is possible that in the future
the rate of excise taxation could be increased by either federal or state
governments, or both. Increased excise taxes on alcoholic beverages have been
considered by the federal government as an additional source of tax revenue in
connection with various proposals and could be included in future legislation.
Future increases in excise taxes on alcoholic beverages, if enacted, could
adversely affect Big Buck's business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL PERSONNEL
Big Buck's future success will depend in large part upon the continued
service of its key management personnel including William F. Rolinski, Gary J.
Hewett and Anthony P. Dombrowski. Given Big Buck's limited operating history,
Big Buck is dependent on its ability to identify, hire, train and motivate
qualified personnel necessary to enable it to continue operations. Big Buck does
not have key person life insurance policies on any of its employees. The
departure of key employees could have a material adverse effect on Big Buck's
business,
6
operating results and financial condition. Big Buck's success will also be
dependent upon its ability to attract and retain qualified people, including
additional management personnel. While it has been successful to date in
attracting a management team and a restaurant staff, no assurance can be given
that Big Buck's current employees will continue to work for Big Buck or that Big
Buck will be able to obtain the services of additional personnel necessary for
Big Buck's growth. To date, Big Buck has not entered into any agreements
providing for the continued employment of its personnel.
NO ASSURANCE AS TO LIQUIDITY ON THE NASDAQ SMALLCAP MARKET
Big Buck's Common Stock, Class A Warrants and units (each consisting of
one share of Common Stock and one Class A Warrant) are currently listed on the
Nasdaq SmallCap Market. There can be no assurance that an active public market
will develop or be sustained for Big Buck's securities. In addition, if Big
Buck's securities do not continue to trade on the Nasdaq SmallCap Market, the
securities would become subject to certain rules of the SEC relating to "penny
stocks." Such rules require broker-dealers to make a suitability determination
for purchasers and to receive the purchaser's prior written consent for a
purchase transaction, thus restricting the ability to purchase or sell the
securities in the open market.
POSSIBLE REDEMPTION OF THE CLASS A WARRANTS
Big Buck's Class A Warrants, which were sold in connection with Big Buck's
initial public offering, are subject to redemption at any time by Big Buck at
$0.01 per warrant, on 30 days' prior written notice, if the high closing bid
price of the Common Stock exceeds $9.00 per share (subject to adjustment) for 20
consecutive trading days. If the Class A Warrants are redeemed, those
warrantholders will lose their right to exercise such warrants except during
such 30-day redemption period. Redemption of the Class A Warrants could force
the holders to exercise such warrants at a time when it may be disadvantageous
for the holders to do so or to accept the redemption price of $0.01 per warrant.
LIMITATION ON OWNERSHIP OF COMMON STOCK
The Michigan Liquor Control Act and Big Buck's Restated Articles of
Incorporation prohibit the acquisition of ten percent or more of the outstanding
Common Stock of Big Buck without the prior approval of the Michigan Liquor
Control Commission. A person seeking to acquire ten percent or more of the
outstanding Common Stock of Big Buck must (a) provide Liquor Control information
regarding such person, including without limitation thereto, information
regarding other alcoholic liquor business management experience, in such form,
and with such updates, as may be required by Liquor Control; (b) respond to
written or oral questions from Liquor Control; and (c) consent to the
performance of any background investigation that may be required by Liquor
Control, including without limitation thereto, an investigation of certain past
criminal convictions of such person. Further, no person shall acquire any
outstanding Common Stock of Big Buck in violation of the Michigan Liquor Control
Act, as it may be amended from time to time. If a person holds outstanding
Common Stock of Big Buck in violation of either of the above restrictions, such
person's securities holdings are subject to redemption at any time by Big Buck
by action of the Board of Directors. Redemption could force such disqualified
holders to sell their shares back to Big Buck at a time when it may be
disadvantageous for the holders to do so.
CONTROL BY MANAGEMENT
As of March 1, 2000, the current officers and directors of Big Buck
beneficially owned approximately 46% of the outstanding Common Stock.
Accordingly, such persons can exert substantial influence over the composition
of Big Buck's Board of Directors and generally direct the affairs of Big Buck
and may have the power to control the outcome of shareholder approvals of
business acquisitions, mergers and combinations and other actions.
7
SEASONALITY AND FLUCTUATIONS IN QUARTERLY RESULTS
Big Buck's sales and earnings are expected to fluctuate based on seasonal
patterns. Based on its existing units, 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. Quarterly results in the future are also likely
to be substantially affected by the timing of new unit openings. Because of the
effect of seasonality on Big Buck's business and the impact of new unit
openings, results for any quarter are not necessarily indicative of the results
for a full fiscal year.
MICHIGAN ANTI-TAKEOVER LAWS
Big Buck is subject to Michigan statutes regulating business combinations
and restricting voting rights of certain persons acquiring shares of Common
Stock which may hinder or delay a change in control of Big Buck.
VOLATILITY OF MARKET PRICE OF COMMON STOCK
The market price of Big Buck's Common Stock has been subject to
significant fluctuations in response to numerous factors, including variations
in the annual or quarterly financial results of Big Buck or its competitors,
changes by financial research analysts in their estimates of the earnings of Big
Buck or its competitors, conditions in the economy in general or in the brewing
industry in particular, unfavorable publicity or changes in applicable laws and
regulations (or judicial or administrative interpretations thereof) affecting
Big Buck or the brewing industry. During 1998, Big Buck's Common Stock ranged
from a high of $5.875 on March 2, 1998, to a low of $2.125 on October 8, 1998.
During 1999, Big Buck's Common Stock ranged from a high of $3.1875 on January
27, 1999 and January 28, 1999, to a low of $1.25 on October 12, 1999 and
December 29, 1999. There can be no assurance that purchasers of Big Buck's
securities will be able to sell such securities at or above the prices at which
they were purchased.
IMPACT OF SALE OF SECURITIES; SECURITIES ELIGIBLE FOR FUTURE SALE
Big Buck had 5,405,481 shares of Common Stock outstanding as of March 1,
2000, and had warrants, stock options and convertible debt outstanding to
purchase an additional 9,530,282 shares of Common Stock, exercisable at prices
ranging from approximately $1.47 to $8.00 per share. Big Buck has also
registered certain shares of its Common Stock for resale on the public market.
The sale of such shares, and the sale of additional shares which may become
eligible for sale in the public market from time to time upon the exercise of
warrants and stock options, may be dilutive to existing shareholders and could
have the effect of depressing the market price of Big Buck's Common Stock.
YEAR 2000 READINESS DISCLOSURE
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. However, 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.
ABSENCE OF DIVIDENDS
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
8
representation agreement governing the 10% convertible secured promissory
note due February 2003 issued by Big Buck to WCERS in February 2000.
9
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10KSB’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/00 |
| | 3/1/00 | | 2 | | 8 |
| For Period End: | | 1/2/00 | | 1 | | 4 |
| | 12/29/99 | | 8 |
| | 10/12/99 | | 8 |
| | 1/28/99 | | 8 |
| | 1/27/99 | | 8 |
| | 1/3/99 | | 1 | | 4 | | | 10KSB |
| | 10/8/98 | | 8 |
| | 3/2/98 | | 8 |
| List all Filings |
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