Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 31 174K
3: EX-10.38 Material Contract 6 27K
4: EX-10.39 Material Contract 6 27K
2: EX-10.4 Material Contract 2± 10K
5: EX-10.40 Material Contract 6 29K
6: EX-10.41 Material Contract 2 13K
7: EX-10.42 Material Contract 2 15K
8: EX-10.43 Material Contract 1 8K
9: EX-10.44 Material Contract 1 10K
10: EX-10.45 Material Contract 3 16K
11: EX-10.46 Material Contract 12 58K
12: EX-10.47 Material Contract 2 9K
13: EX-10.49 Material Contract 42 203K
14: EX-23 Consent of Experts or Counsel 1 8K
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 DECEMBER 31, 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:
UNITS (EACH CONSISTING OF ONE SHARE OF COMMON STOCK, $0.01 PAR VALUE, AND ONE
REDEEMABLE CLASS A WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK), COMMON STOCK
($0.01 PAR VALUE) AND REDEEMABLE CLASS A WARRANTS TO PURCHASE COMMON STOCK
(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 $16,638,283.
The aggregate market value of the voting stock held by non-affiliates
of the issuer as of March 15, 2001, was approximately $3,982,439.
As of March 15, 2001, the issuer had outstanding 5,797,968 shares of
Common Stock and 2,550,000 Class A Warrants.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PORTIONS TO BE FILED BY AMENDMENT PURSUANT TO RULE 12b-25
Item 6- Management's Discussion and Analysis or Plan of Operation.
Item 7- Financial Statements.
TABLE OF CONTENTS
[Enlarge/Download Table]
PART I ................................................................................................... 1
Item 1 Description of Business................................................................... 1
Item 2 Description of Property................................................................... 8
Item 3 Legal Proceedings.......................................................................... 12
Item 4 Submission of Matters to a Vote of Security Holders........................................ 12
PART II ..................................................................................................... 14
Item 5 Market for Common Equity and Related Shareholder Matters................................... 14
Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....... 15
PART III .................................................................................................... 16
Item 9 Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act........................................................................ 16
Item 10 Executive Compensation..................................................................... 18
Item 11 Security Ownership of Certain Beneficial Owners and Management............................. 20
Item 12 Certain Relationships and Related Transactions............................................. 22
Item 13 Exhibits, List and Reports on Form 8-K..................................................... 23
SIGNATURES................................................................................................... 24
INDEX TO EXHIBITS............................................................................................ 26
i
THE FOLLOWING DISCUSSION CONTAINS VARIOUS FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 21E OF THE EXCHANGE ACT. ALTHOUGH WE BELIEVE THAT,
IN MAKING ANY SUCH STATEMENT, OUR EXPECTATIONS ARE BASED ON REASONABLE
ASSUMPTIONS, ANY SUCH STATEMENT MAY BE INFLUENCED BY FACTORS THAT COULD CAUSE
ACTUAL OUTCOMES AND RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE PROJECTED.
WHEN USED IN THE FOLLOWING DISCUSSION, THE WORDS "ANTICIPATES," "BELIEVES,"
"EXPECTS," "INTENDS," "PLANS," "ESTIMATES" AND SIMILAR EXPRESSIONS, AS THEY
RELATE TO US OR OUR MANAGEMENT, ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE ANTICIPATED, CERTAIN OF WHICH ARE BEYOND OUR CONTROL, ARE SET FORTH UNDER
THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION --
CAUTIONARY STATEMENT."
OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY
FROM THOSE EXPRESSED IN, OR IMPLIED BY, FORWARD-LOOKING STATEMENTS. ACCORDINGLY,
WE CANNOT BE CERTAIN THAT ANY OF THE EVENTS ANTICIPATED BY FORWARD-LOOKING
STATEMENTS WILL OCCUR OR, IF ANY OF THEM DO OCCUR, WHAT IMPACT THEY WILL HAVE ON
US. WE CAUTION YOU TO KEEP IN MIND THE CAUTIONS AND RISKS DESCRIBED IN OUR
CAUTIONARY STATEMENT AND TO REFRAIN FROM ATTRIBUTING UNDUE CERTAINTY TO ANY
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THE DOCUMENT IN
WHICH THEY APPEAR.
PART I
ITEM 1 DESCRIPTION OF BUSINESS
OVERVIEW
We develop and operate microbrewery/restaurants under the name "Big
Buck Brewery & SteakhouseSM." We currently operate one unit in each of the
following cities in Michigan: Gaylord, Grand Rapids and Auburn Hills. In
addition, we opened a fourth unit in Grapevine, Texas, a suburb of Dallas, in
August 2000. This unit is owned and operated by Buck & Bass, L.P. pursuant to
our joint venture agreement with Bass Pro Outdoor World, L.L.C., a premier
retailer of outdoor sports equipment. Subject to obtaining the necessary
financing, we plan to open our next unit in Nashville, Tennessee, adjacent to
the Grand Ole Opry.
Big Buck Brewery & Steakhouses offer a casual dining atmosphere
featuring moderately priced steaks, ribs, 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, that serves as an integral part of the restaurant "theme." Big Buck
Brewery & Steakhouses feature 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. We also produce wines in Michigan under the label "Auburn Hill
Winery."
We were incorporated under the Michigan Business Corporation Act in
November 1993, as Michigan Brewery, Inc. All references to us herein include our
subsidiaries, unless otherwise noted. Our executive office is located at 550
South Wisconsin Street, Gaylord, Michigan 49734. Our telephone number is (517)
731-0401.
BUSINESS STRATEGY -- EXPANSION PLANS
We intend to develop and open units throughout the upper Midwest, the
Southeast and eventually across the United States, using our Auburn Hills unit
as a model.
GRAPEVINE
In August 2000, we opened the fourth Big Buck Brewery & Steakhouse.
This unit is located in Grapevine, Texas, a suburb of Dallas, and is owned and
operated by Buck & Bass pursuant to our joint venture agreement with Bass Pro.
In September 1999, Bass Pro declared the limited partnership agreement of Buck &
Bass and the commercial sublease agreement for the Grapevine site to be breached
and in default due to,
among other things, our failure to make our required capital contribution. In
February 2000, we made all required capital contributions and satisfied all
subcontractors' liens and claims. In March 2000, we agreed with Bass Pro in
writing to the reinstatement of the limited partnership agreement and the
sublease. In August 2000, we generated approximately $1.4 million from the
private placement of a $1.5 million secured promissory note to Wayne County
Employees' Retirement System ("WCERS"). We used these funds and working capital
to lend $1.5 million to Buck & Bass in August 2000. These funds were applied by
Buck & Bass to the construction of the Grapevine unit.
During the first quarter of 2001, certain contractors of Buck & Bass
filed liens and made demands for payment of additional sums aggregating
approximately $1.4 million in connection with the construction of the Grapevine
unit. In February 2001, as guarantor of the obligations of Buck & Bass, we
arranged to have filed of record a bond with respect to each lien for which we
had received notice. In March 2001, we obtained approximately $1.0 million in
debt financing from Crestmark Bank, guaranteed by WCERS, for working capital
purposes including the payment of such contractors. We are in the process of
negotiating with such contractors. However, we cannot assure you that we will
be able to fully and finally discharge of record all outstanding liens and
claims. If we fail to do so, we may be in material default under the limited
partnership agreement and the commercial sublease agreement.
The existence of such encumbrances and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys give Bass Pro the ability to
declare an event of default under the sublease, terminate the sublease and
demand all unpaid and reasonably calculable future rent over the balance of the
sublease term. Pursuant to the limited partnership agreement, a material default
under the sublease would also entitle Bass Pro to purchase our interest in the
joint venture at 40% of book value, thereby eliminating our interest in the
Grapevine unit. Further, Bass Pro has the right to purchase up to 15% of our
interest in the joint venture, at 100% of our original cost, on or before August
31, 2002; provided, however, that our interest in the joint venture may not be
reduced below 51%. The termination of the sublease or the elimination of our
interest in the Grapevine unit would have a material adverse effect on our
business, operating results, cash flows and financial condition.
NASHVILLE
In November 2000, we executed a lease with Opry Mills Limited, a
division of the Mills Corporation, for a fifth unit. This unit will be located
in Nashville, Tennessee, adjacent to the Grand Ole Opry. Subject to obtaining
the necessary financing, we plan to open this unit in the fall of 2001.
FUTURE LOCATIONS
We plan to explore the possibility of expanding our relationship with
Mills Corporation to develop and open Big Buck Brewery & Steakhouses adjacent to
Bass Pro Outdoor World superstores in several other cities, including, but not
limited to, each of the following markets: Atlanta, Ft. Lauderdale and the
Washington, D.C. area. We cannot assure you that we will enter into agreements
to develop and open additional units. We must raise substantial proceeds to
finance any expansion. See "Management's Discussion and Analysis or Plan of
Operation -- Liquidity and Capital Resources."
We will select sites for future units after consideration of various
strategic, regulatory, physical and demographic attributes. We believe 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 and Grapevine units, accessible to
residents of major metropolitan areas, significantly increase restaurant
patronage. We will also review other demographic attributes of potential
communities into which we may expand. These attributes include traffic counts,
population, sales tax revenues, alcohol consumption and hotel capacity and
occupancy rates. In addition, we will consider the laws of each state applicable
to us before expanding into any new state. We expect that units located in
metropolitan areas will be larger and achieve higher revenues than those located
outside metropolitan areas.
2
RESTAURANT OPERATIONS
GENERAL. Big Buck Brewery & Steakhouses offer craftbrewed beer brewed
on site along with a menu featuring steaks, ribs, chicken, fish, pasta and other
food in a unique, architecturally spacious setting. Our units offer over ten
different types of beers ranging from a light golden ale to a full-bodied stout.
We attempt to create an exciting yet casual restaurant where patrons can have
fun and feel comfortable.
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.
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. We intend to use the Auburn Hills unit as a model for future
units.
o 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.
o 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.
o 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.
o The Grapevine unit, which is located between Bass Pro Outdoor
World, a premier retailer of outdoor sports equipment, and
Embassy Suites Outdoor World Hotel and Convention Center on
Bass Pro Drive, encompasses approximately 20,500 square feet
including brewery, bar and restaurant. This unit has a total
seating capacity of approximately 500 and is accessible to
Dallas/Fort Worth metro area residents.
MENU AND PRICING. The menu at each unit consists of appetizers, soups,
meal-sized salads, and entrees, including steaks, ribs, 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
our craftbrewed beers. The menu is designed to offer a broad range of prices
that convey value to the customer. Entrees range in price from $6.99 to $22.99
with an average entree price of $12.99. During 2000, sales of alcohol, including
beer and wine, accounted for 17.5%, 20.1%, 19.7% and 24.1% of the Gaylord, Grand
Rapids, Auburn Hills and Grapevine unit sales, respectively.
CUSTOMERS. We believe our restaurants appeal to a wide range of
customers and will draw clientele from throughout the region in which they are
located. We believe our patrons, who may order one of our beers with a meal or
sample one of our beers at the bar, have developed a loyalty to one of our
distinctive beers for a variety of reasons including:
o the opportunity to identify their favorite beer with their
local unit,
3
o the opportunity to sample any of the handcrafted beers
available at the units and to select a favorite beer, and
o the quality of our beer.
Increased customer loyalty to our beers results in repeat business at
each unit, thereby increasing revenues from restaurant operations.
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 that can produce 7,000 barrels
per year with the installation of additional fermentation tanks. The Auburn
Hills unit features a 15-barrel brewing system that can produce 15,000 barrels
per year with the installation of additional fermentation tanks. The Grapevine
unit features a 15-barrel brewing system that 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. We intend to
purchase and install additional fermentation tanks as demand for our beers
requires increased production. Each existing brewery has been, and each future
brewery will be, custom-designed to be integrated into the restaurant layout in
an efficient and aesthetically pleasing manner.
PROMOTION OF PRODUCTS WITHIN LOCAL MARKETS. We market our 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 our beers within
their establishment. In addition, we offer guided tours of our units to further
increase consumer awareness of our beers. We believe that our educational and
promotional methods are more effective in communicating with consumers than
broad-based, less flexible, national beer advertising campaigns.
BREWING EQUIPMENT. Our 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. The Grapevine unit features a
15-barrel brewing system with five 30-barrel fermenters and sixteen 15-barrel
conditioning tanks which also serve as bright beer serving tanks. We contemplate
that we will use similar equipment at all breweries built in future units.
QUALITY CONTROL. Quality control of each brewery is under the
supervision of our 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. We currently purchase our malted barley
from market sources on a competitive bid basis. Raw materials such as hops are
available from multiple sources at competitive prices. We also use competitive
sources for our supply of packaging materials such as bottles, labels, six pack
carriers and shipping cases.
4
BREWING PROCESS
Beer is made primarily from four natural ingredients: malted barley,
hops, yeast and water. We use only the finest barley, primarily two row, in our
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. We use only specially
selected yeast. The entire brewing process from mashing through filtration
typically is completed in 14 to 21 days, depending on the formulation and style
of the beer being brewed.
BEER VARIETIES
We believe that our diverse and high quality beer varieties encourage
the trial of new beer and, over time, help to create more knowledgeable and
sophisticated beer drinkers. Our beers cover a full range of flavors from very
light, to medium, to very dark and heavy.
WINE
We are also licensed under Michigan law as a "small wine maker." A
small wine maker in Michigan is licensed to produce not more than 50,000 gallons
of wine per year.
SALES AND MARKETING
We advertise primary through four-walls marketing, including the use of
table tents, in-house promotions and other events to build customer loyalty. We
strive to provide our customers with a dining experience that will encourage
repeat business and promote "word-of-mouth" advertising. To supplement our
service-oriented marketing efforts, we sell merchandise, including hats,
t-shirts, sweatshirts and other items bearing the Big Buck Brewery & Steakhouse
name and logo. During 2000, we incurred approximately $640,000 in four-walls
marketing expenses. Pursuant to our former marketing strategy, we fulfilled
contractual obligations in existence during 2000 in connection with existing
billboard, radio and print ads. Such expenses aggregated approximately $63,000.
COMPETITION
RESTAURANT COMPETITORS. The restaurant industry is highly competitive
with respect to price, service, location and food quality, including taste,
freshness and nutritional value. New restaurants have a high failure rate. New
restaurants generally experience a decline in revenue growth, or in actual
revenues, following a period of excitement that accompanies their opening. 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 unavailability
of experienced management and hourly employees may also adversely affect the
restaurant industry in general and our units in particular. Restaurant operating
costs are further affected by increases in the minimum hourly wage, unemployment
tax rates and similar matters over which we have no control. We face numerous
well-established competitors, including national, regional and local restaurant
chains, possessing substantially greater financial, marketing, personnel and
other resources than we do. We also compete 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. Other restaurants and
companies could utilize the Big Buck Brewery & Steakhouse format or a related
format. We cannot assure you that we will be able to respond to various
competitive factors affecting the restaurant industry.
5
BREWING INDUSTRY COMPETITORS. The domestic beer market is highly
competitive due to:
o the enormous advertising and marketing expenditures by
national and major regional brewers,
o the proliferation of microbreweries, regional craft breweries,
brewpubs, and other small craftbrewers,
o the introduction of fuller-flavored products by certain major
national brewers, and
o a general surplus of domestic brewing capacity, which
facilitates existing contract brewer expansion and the entry
of new contract brewers.
We cannot assure you that demand for craftbrewed beers will continue.
We anticipate intensifying competition in the craftbrewed and fuller-flavored
beer markets. Most of our brewing competitors possess greater financial,
marketing, personnel and other resources than we do. We cannot assure you that
we will be able to succeed against intensified competition in the craftbrewed
and fuller-flavored beer markets.
GOVERNMENT REGULATION
BEER AND WINE REGULATION. A significant percentage of our revenue is
derived from beer and wine sales. Total sales of alcohol, including beer and
wine, accounted for 20.1% of our revenues during 2000. We 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 our units are, or will be,
located. Our failure to comply with federal, state or local regulations could
cause our licenses to be revoked and force us to cease brewing and selling our
beer or producing and selling our wine. Typically, licenses must be renewed
annually and may be revoked or suspended for cause at any time. We believe we
are operating in substantial compliance with applicable laws and regulations
governing our 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 those relating to building and zoning
requirements. We are 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 our units are, or will be, located.
We are also subject to laws governing our relationship with our 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 we have no
control. We believe we are operating in substantial compliance with applicable
laws and regulations governing our operations.
DRAM-SHOP LAWS. We are subject to "dram-shop" laws in Michigan and
Texas. We will also become subject to such statutes in other states, if any,
into which we expand. These laws generally provide someone injured by an
intoxicated person the right to recover damages from the establishment that
wrongfully served alcoholic beverages to such person. We carry liquor liability
coverage as part of our existing comprehensive general liability insurance.
However, a judgment against us under a dram-shop statute in excess of our
liability coverage could have a material adverse effect on our business,
operating results, cash flows and financial condition.
STATE LIQUOR LAWS. We are 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, we intend to limit our sales of beer off-site so as to reserve our
brewing capacity for sales of beer on-site, which provide us substantially
higher margins, but do not reach the same customer base. We cannot assure you
that legislation raising the barrelage ceiling will pass, that any such
legislation will pass in a form which would
6
facilitate our expansion plans, or that, if such legislation is not passed, we
will be able to become licensed to brew in excess of 30,000 barrels of beer per
year. Based on production at our units during 2000, we believe we could operate
up to approximately 12 units at historical production levels without exceeding
the 30,000 barrel production ceiling.
We are 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.
Buck & Bass is licensed as a "brewpub" in Texas. A brewpub 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. A brewpub is also licensed to sell hard
liquor.
Assuming we open our planned Nashville unit, we would likely operate
under a Tennessee law that permits the manufacture and retail sale of beer for
on site consumption on the same premises in an amount limited to not more than
5,000 barrels of beer or other alcoholic beverage of alcohol content not greater
than 5% by weight.
State liquor laws may prevent or impede our expansion into certain
markets. While we have not experienced and do not anticipate any significant
problems in obtaining required licenses, permits or approvals, any difficulties,
delays or failures in obtaining 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
our expansion or operations in that jurisdiction or increase our operating
costs.
EXCISE TAXES. 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. We cannot assure you that the federal
government will not reduce or eliminate this credit. If our production increases
to amounts over 60,000 barrels per year, our average federal excise tax rate
will increase. Michigan imposes an excise tax of $6.30 per barrel on each barrel
of beer sold in Michigan. However, each brewer that is a "microbrewery" under
Michigan law is granted a microbrewer's excise tax credit in the amount of $2.00
per barrel. If our production increases to amounts over 30,000 barrels per year,
our average Michigan excise tax rate will increase. Buck & Bass is 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 faces an
effective excise tax of $4.50 per barrel for beer. If production of beer
increases to an amount over 75,000 barrels per year in Texas, the average Texas
excise tax rate of Buck & Bass will increase.
We are also subject to federal and state excise taxes on the wine we
sell in our Michigan units. The federal government 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 one percent for each 1,000 wine gallons of wine produced in excess of
150,000 wine gallons of wine during the calendar year. Michigan also 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.
7
Assuming we open our planned Nashville unit, we will become subject to
excise taxes under Tennessee law. Excise taxes in Tennessee are $3.90 per barrel
for alcoholic beverages not more than 5% alcohol by weight, and $4.00 per gallon
for alcoholic beverages more than 5% alcohol by weight.
Other states and municipalities into which we 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 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 our
business, operating results, cash flows and financial condition.
EMPLOYEES
At December 31, 2000, we employed 568 persons at our units, including
approximately 168 full-time employees. Of our total number of employees, 31
served as restaurant management personnel, 9 served in executive and corporate
administrative capacities, and the remainder were hourly personnel. No employee
is covered by a collective bargaining agreement and we have never experienced an
organized work stoppage, strike or labor dispute. We consider relations with our
employees to be satisfactory.
TRADEMARKS AND SERVICE MARKS
We claim 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. Our service mark for BIG BUCK BREWERY & STEAKHOUSE expires in
September 2007 and our trademark for BIG BUCK BEER expires in March 2007. We
cannot assure you that our marks will be enforceable against prior users in the
areas where we conduct, or will conduct, our operations. We regard our marks as
having substantial value and as being an important factor in the marketing of
our microbrewery restaurants and beer. Our policy is to pursue registration of
our marks whenever possible and to oppose vigorously any infringement of our
marks.
ITEM 2 DESCRIPTION OF PROPERTY
GAYLORD
We own 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 15, 2001, we owed WCERS
approximately $9.0 million. A first priority lien in favor of WCERS on all of
our assets, including the Gaylord unit, our leasehold interest in the Auburn
Hills unit and all of our other assets, now or hereafter acquired, secures this
indebtedness.
GRAND RAPIDS AND AUBURN HILLS
GRAND RAPIDS
We 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, we sold the Grand Rapids site, including all
improvements thereto, to an entity owned by one of our shareholders, Eyde
Brothers Development Co., pursuant to a real estate purchase and leaseback
agreement for $1.4 million. Pursuant to a separate lease agreement, we lease 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 our
option for up to two additional five-year terms. In addition to the annual base
rent, we are obligated to pay an annual percentage rent in the amount of 5% on
gross sales at the site in
8
excess of $2.9 million per year. 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. Annual percentage rent is required whether or not the Grand
Rapids unit is profitable. If we are required to pay annual percentage rent, the
funds available to us for working capital and expansion plans will be reduced.
During 2000, we paid average effective annual base rent of $17.07 per square
foot at the Grand Rapids unit.
AUBURN HILLS
We 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, we entered into a real estate purchase and leaseback
agreement providing for the sale of the Auburn Hills site to one of our
shareholders, Michael G. Eyde, for $4.0 million. In connection with this
transaction, we granted a five-year stock option, exercisable at $5.00 per
share, for 50,000 shares of our common stock to Mr. Eyde. We lease 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, over a
25-year term. The lease may be extended at our option for up to two additional
ten-year terms. In addition to the annual base rent, we are obligated to pay an
annual percentage rent of 5.25% of gross sales at the site in excess of $8.0
million per year. We were required to pay Mr. Eyde annual percentage rent of
$46,000 and $17,970 based upon annual gross sales for the first and third years
of the lease term, respectively. Annual gross sales for the second year of the
lease term did not exceed $8.0 million. Annual percentage rent is required
whether or not the Auburn Hills unit is profitable. If we are required to pay
annual percentage rent, the funds available to us for working capital and
expansion plans will be reduced. During 2000, we paid average effective annual
base rent of $14.98 per square foot at the Auburn Hills unit.
TERMINATION PROVISIONS
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:
o our failure to make a rental payment within 30 days after
receipt of written notice that a payment is past due, or
o our failure to perform our 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 we have failed to
commence a cure within such 30-day period. In the event of a default and
termination of either lease, we would be unable to continue operating the
related unit, which would have a material adverse effect on our business,
operating results, cash flows and financial condition.
REPURCHASE OBLIGATION
If annual gross sales do not exceed $1.5 million for any year of the
lease term, commencing April 2000, the lessor of the Grand Rapids site could
require us to repurchase such site for $1.4 million, plus $70,000 for each lease
year on a pro rata basis. We have the option to purchase the Grand Rapids site
from the lessor after the seventh full lease year for the same price. The lessor
of the Grand Rapids site also has the option to require us to repurchase such
site after the seventh full lease year for the same price.
If annual gross sales do not exceed $8.0 million for any two
consecutive years during the lease term, the lessor of the Auburn Hills site
could require us to repurchase such site for $4.0 million, plus $200,000 for
each lease year on a pro rata basis. Independent of annual gross sales, the
lessor of the Auburn Hills site has
9
the option to require us to repurchase such site prior to the expiration of the
fourth full lease year for the same price. The lessor may require us to issue
our common stock, valued at $4.00 per share, in payment of such repurchase
price. We also have the option to purchase the Auburn Hills site from the lessor
after the seventh full lease year for the same price.
If annual percentage rent is not required over one year at the Grand
Rapids site, we may be forced to repurchase such site at a premium over its sale
price. If annual percentage rent is not required over two consecutive years at
the Auburn Hills site, we may be forced to repurchase such site at a premium
over its sale price. If either lessor elects to exercise his option to require
us to repurchase a site independent of annual gross sales, we would be forced to
repurchase such site at a premium over its sale price. We cannot assure you that
we will have sufficient funds to repurchase the Grand Rapids site or the Auburn
Hills site. If we are required to repurchase either site and cannot do so, it
would have a material adverse impact on our business, operating results, cash
flows and financial condition.
GRAPEVINE
The Grapevine unit is owned and operated by Buck & Bass pursuant to our
joint venture agreement with Bass Pro. The Grapevine unit is off Highway 121,
the major artery between downtown Dallas and the Dallas/Fort Worth airport. The
Grapevine site houses a 15-barrel brewing system and encompasses approximately
20,500 square feet including brewery, bar and restaurant, with a total seating
capacity of approximately 500.
In September 1999, Bass Pro declared the limited partnership agreement
of Buck & Bass and the commercial sublease agreement for the Grapevine site to
be breached and in default due to, among other things, our failure to make our
required capital contribution. In February 2000, we made all required capital
contributions and satisfied all subcontractors' liens and claims. In March 2000,
we agreed with Bass Pro in writing to the reinstatement of the limited
partnership agreement and the sublease. In August 2000, we generated
approximately $1.4 million from the private placement of a $1.5 million secured
promissory note to WCERS. We used these funds and working capital to lend $1.5
million to Buck & Bass in August 2000. These funds were applied by Buck & Bass
to the construction of the Grapevine unit.
During the first quarter of 2001, certain contractors of Buck & Bass
filed liens and made demands for payment of additional sums aggregating
approximately $1.4 million in connection with the construction of the Grapevine
unit. In February 2001, as guarantor of the obligations of Buck & Bass, we
arranged to have filed of record a bond with respect to each lien for which we
had received notice. In March 2001, we obtained approximately $1.0 million in
debt financing from Crestmark Bank, guaranteed by WCERS, for working capital
purposes including the payment of such contractors. We are in the process of
negotiating with such contractors. However, we cannot assure you that we will
be able to fully and finally discharge of record all outstanding liens and
claims. If we fail to do so, we may be in material default under the limited
partnership agreement and the commercial sublease agreement (described below).
The existence of such encumbrances and the failure of Buck & Bass to
perform quarterly customer satisfaction surveys give Bass Pro the ability to
declare an event of default under the sublease, terminate the sublease and
demand all unpaid and reasonably calculable future rent over the balance of the
sublease term. Pursuant to the limited partnership agreement, a material default
under the sublease would also entitle Bass Pro to purchase our interest in the
joint venture at 40% of book value, thereby eliminating our interest in the
Grapevine unit. Further, Bass Pro has the right to purchase up to 15% of our
interest in the joint venture, at 100% of our original cost, on or before August
31, 2002; provided, however, that our interest in the joint venture may not be
reduced below 51%. The termination of the sublease or the elimination of our
interest in the Grapevine unit would have a material adverse effect on our
business, operating results, cash flows and financial condition.
10
Pursuant to the above-referenced commercial sublease agreement, Buck &
Bass leases the Grapevine site from Bass Pro over a 15-year term. Buck & Bass
may extend the sublease for up to seven additional five-year terms. Buck & Bass
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; provided, however, that the minimum annual base rent is
$385,000. Bass Pro may terminate the sublease in the event of a default which is
not cured within the applicable grace period. In March 2000, we agreed with Bass
Pro 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:
o the failure of Buck & Bass to remain open during all business
days,
o the failure of Buck & Bass to maintain on duty a fully trained
service staff,
o the failure of Buck & Bass to provide high quality food of the
type provided at our Gaylord unit,
o the failure of Buck & Bass to achieve gross sales in the first
full calendar year immediately following the opening and for
each calendar year thereafter of $7.0 million,
o Buck & Bass encumbering in any manner any interest in the
subleased premises, or
o the failure of Buck & Bass to conduct full and complete
customer surveys no less frequently than each calendar
quarter.
Buck & Bass pays average effective annual base rent of $18.78 per
square foot at the Grapevine unit (when the second story bar area of such unit
is included in the total square footage).
The minimum annual base rent is required whether the Grapevine unit is
profitable or not. If Buck & Bass is required to pay in excess of the minimum
annual base rent, the funds available to us for working capital and expansion
plans will be reduced. In the event of a default and termination of the joint
venture agreement, our interest in the Grapevine unit would be eliminated. This
would have a material adverse effect on our business, operating results, cash
flows and financial condition.
NASHVILLE
In November 2000, we executed a lease with Opry Mills Limited
Partnership, a division of the Mills Corporation, for a fifth unit. This unit
will be located in Nashville, Tennessee, adjacent to the Grand Ole Opry, the
Acuff Theater, and TNN's television studio, and a short distance from the
Opryland Hotel and Convention Center. If we are able to obtain the necessary
financing, we plan to open this unit in fall 2001. Plans call for the restaurant
to be located in Opry Mills, a 750-acre complex that contains a 1.2 million
square foot mall with over 200 speciality retail stores and 18 anchor
businesses. We anticipate that the restaurant will encompass 20,000 square feet
including brewery, bar and restaurant, with a total seating capacity of
approximately 500. As of March 31, 2001, we had not commenced construction of
the Nashville unit.
Our lease with Opry Mills is for a 10-year term, commencing upon the
earlier of our opening of the Nashville unit or August 19, 2001. We may extend
the lease for up to one additional five-year term. We are obligated to pay
annual percentage rent in the amount of 6% on gross sales at the site in excess
of $8.5 million per year. There is an additional annual minimum base rent that
increases every two years. The annual base rent for each two year period over
the initial lease term is as follows: $518,531, $528,554, $538,577, $548,600,
and $558,623. During the first two years of any extension, we would pay annual
base rent of $594,941, and during last three years of any extension, we would
pay annual base rent of $649,720.
Opry Mills may terminate the lease in the event of a default which is
not cured within the applicable grace period. The lease defines events of
default to include the following:
11
o our failure to open the Nashville unit by August 19, 2001, or our
abandonment of the leased premises, or our failure during the lease to
maintain normal inventory levels and employee staff for the conduct of
our normal business activities in the leased premises, or our failure
during the lease to continuously operate our business in compliance
with certain operational terms of the lease;
o our failure to pay any rent or other charges required to be paid by us
when the same become due and payable, if such failure continues for a
period of ten days after written notice;
o our failure to perform or observe any term or condition of the lease
(other than as expressly set forth therein), if such failure shall
continue for 30 days after written notice;
o if we receive two notices of default under the second or third element
of this list within any period of 12 consecutive months,
notwithstanding any subsequent cure, and we thereafter again commit a
breach of the lease within the same 12-month period of the sort
described in the second or third element of this list;
o if any writ of execution, levy, attachment or other legal process of
law shall occur with respect to our assets, merchandise or fixtures or
our estate or interest in the leased premises that is not discharged or
bonded against within 30 days; or
o if we are liquidated or dissolved or begin proceedings toward such
liquidation or dissolution, or in any manner we permit the divestiture
of all or any substantial part of our assets.
The minimum annual base rent is required whether or not we open the
Nashville unit and whether or not the Nashville unit is profitable. Effective
September 18, 2001, we may be required to pay a $400 per day fee for each day
that the Nashville unit is not open for business. If we are required to the
minimum annual base rent before the unit opens, if we are required to pay a late
fee in connection with a delayed opening, or if we are required to pay in excess
of the minimum annual base rent, the funds available to us for working capital
and expansion plans will be reduced.
In the opinion of management, our properties are adequately covered by
insurance.
ITEM 3 LEGAL PROCEEDINGS
We are 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 us for which the outcome is likely to have a material adverse effect
upon our business, operating results, cash flows and financial condition.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2000 Annual Meeting of Shareholders was held on November 14, 2000.
Four proposals were submitted for shareholder approval, all of which passed with
voting results as follows:
(1) To elect nine directors for the ensuing year and until their
successors shall be elected and duly qualified.
[Download Table]
FOR AGAINST
--- -------
William F. Rolinski 4,920,441 39,115
Gary J. Hewett* 0 4,959,556
Matthew P. Cullen 4,920,241 39,315
Thomas McNulty 4,911,012 39,115
Joseph W. Muer 4,911,012 48,544
12
Blair A. Murphy, D.O. 4,919,041 40,515
Henry T. Siwecki 4,920,491 39,065
Dennis B. Sullivan 4,919,341 40,215
Casimer I. Zaremba 4,914,112 45,444
---------------
* Mr. Hewett resigned from his positions as Chief
Operating Officer, Executive Vice President and a
director on November 3, 2000.
(2) To consider and vote upon adoption of our 2000 Stock Option
Plan.
[Download Table]
For: 2,842,847 Against: 582,623
Abstain: 16,096 Non-Vote: 1,517,990
(3) To consider and vote upon adoption of an amendment to our
Restated Articles of Incorporation to delete certain
provisions regarding share ownership.
[Download Table]
For: 3,368,286 Against: 54,234
Abstain: 19,046 Non-Vote: 1,517,990
(4) To ratify the appointment of Plante & Moran, LLP as our
independent public accountants for the fiscal year ending
December 31, 2000.
[Download Table]
For: 4,938,915 Against: 7,625
Abstain: 13,016 Non-Vote: 0
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides information with respect to our executive
officers as of March 15, 2001. Each executive officer has been appointed to
serve until his successor is duly appointed by the board or his earlier removal
or resignation from office.
[Enlarge/Download Table]
NAME AGE POSITION WITH BIG BUCK
--------------------------- --- --------------------------------------------------------------
William F. Rolinski 53 Chief Executive Officer, President and Chairman of the Board
Anthony P. Dombrowski 40 Chief Financial Officer and Treasurer
Timothy J. Pugh 41 Executive Vice President of Operations
William F. Rolinski is a founder of our company and has been the Chief
Executive Officer, President and Chairman of the Board since our 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.
Anthony P. Dombrowski became the Chief Financial Officer and Treasurer
of our company in May 1996. He acted as a consultant to our company, 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.
Timothy J. Pugh became our Executive Vice President of Operations in
December 2000. From November 1998 to November 2000, he was a franchisee partner
of Damon's International, a full-service chain of over 100 casual dining
restaurants, in Kalamazoo, Michigan. From April 1996 to October 1998, he was a
regional manager of Damon's International. From October 1993 to April 1996, he
was a general manager at of Damon's International. From April 1991 to October
1993, he managed the Houston's restaurant in Dallas, Texas, and the Houston's
restaurant in Memphis, Tennessee.
13
PART II
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our common stock has been included in the Nasdaq SmallCap Market under
the symbol "BBUC" since the completion of our initial public offering in June
1996. The following table sets forth the approximate high and low closing prices
for our 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.
[Enlarge/Download Table]
PERIOD HIGH LOW
------ ---- ---
1999
First Quarter.................................................. $ 3.1875 $ 2.2500
Second Quarter................................................. $ 2.7500 $ 1.8750
Third Quarter.................................................. $ 2.0000 $ 1.5000
Fourth Quarter................................................. $ 2.5000 $ 1.2500
2000
First Quarter.................................................. $ 2.8750 $ 1.7500
Second Quarter................................................. $ 2.0313 $ 1.5625
Third Quarter.................................................. $ 2.2500 $ 1.5000
Fourth Quarter................................................. $ 1.8594 $ 0.5625
As of March 15, 2001, we had 423 shareholders of record and
approximately 2,284 beneficial owners.
We have never declared or paid cash dividends on our common stock and
we do not intend to declare or pay cash dividends on our common stock in the
foreseeable future. We presently expect to retain any earnings to finance the
development and expansion of our business. The declaration or payment by us of
dividends, if any, on our common stock in the future is subject to the
discretion of the board and will depend on our earnings, financial condition,
capital requirements and other relevant factors. The declaration or payment by
us 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 we issued to WCERS in February 2000.
SALES OF UNREGISTERED SECURITIES DURING THE FOURTH QUARTER OF 2000
On October 5, 2000, we entered into a first amendment and
acknowledgment of partial payment with an accredited investor holding one of our
convertible subordinated promissory notes with a principal amount of $50,000.
Pursuant to such agreement, we repaid $25,000 of principal, extended the
maturity date on the remaining $25,000 of principal from January 27, 2001 to
June 27, 2001, and adjusted the conversion price on such note from $1.9125 to
$1.50.
On October 5, 2000, we entered into a first amendment with an
accredited investor holding two of our outstanding convertible subordinated
promissory notes with an aggregate principal amount of $150,000. Pursuant to
such amendment, we extended the maturity date on $100,000 of principal from
October 7, 2000 to October 7, 2001, and adjusted the conversion price on such
note from $1.5252 to $1.50.
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
14
had access to, material information concerning us, including, but not limited
to, our 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 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
The disclosure called for by paragraph (a) of this item has been
"previously reported" as that term is defined in Rule 12b-2 under the Exchange
Act.
15
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 our directors
and executive officers as of March 15, 2001. Each director serves for a one-year
term expiring in 2001 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 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........ 53 Chief Executive Officer, Chief Executive Officer, 1993
President and Chairman of President and Chairman of
the Board of Big Buck the Board
Anthony P. Dombrowski...... 40 Chief Financial Officer and Chief Financial Officer N/A
Treasurer of Big Buck and Treasurer
Timothy J. Pugh............ 41 Executive Vice President of Executive Vice President N/A
Operations of Big Buck of Operations
Jonathon D. Ahlbrand....... 39 President and Chief Director 2001
Executive Officer of The
Center of American Jobs
Matthew P. Cullen.......... 44 General Manager of General Director 2000
Motors Enterprise Activity
Group
Thomas F. McNulty.......... 61 Private Investor Director 2000
Blair A. Murphy, D.O....... 47 Self-Employed Physician Director 1993
Henry T. Siwecki........... 56 Sole Owner and President of Director 1995
Siwecki Construction
Casimer I. Zaremba......... 80 Private Investor Director 1993
William F. Rolinski is a founder of our company and has been the Chief
Executive Officer, President and Chairman of the Board since our 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.
Anthony P. Dombrowski became the Chief Financial Officer and Treasurer
of our company in May 1996. He acted as a consultant to our company, 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.
Timothy J. Pugh became our Executive Vice President of Operations in
December 2000. From November 1998 to November 2000, he was a franchisee partner
of Damon's International, a full-service chain of over 100 casual dining
restaurants, in Kalamazoo, Michigan. From April 1996 to October 1998, he was a
regional manager of Damon's International. From October 1993 to April 1996, he
was a general manager at of Damon's International. From April 1991 to October
1993, he managed the Houston's restaurant in Dallas, Texas, and the Houston's
restaurant in Memphis, Tennessee.
16
Jonathon D. Ahlbrand became a director in January 2001. Since June
1999, Mr. Ahlbrand has been President and Chief Executive Officer of The Center
of American Jobs, a nation-wide recruiting service. Since April 1998, he has
been a managing member of Private Equity, LLC, an entity that concentrates on
the private placement of debt and equity securities. From April 1998 to July
1998, Private Equity performed certain consulting and advisory services for
Seger Financial, Inc. Private Equity currently provides certain financial
advisory services to us. In addition, both Private Equity and Seger Financial
have served as our private placement agents. See "Certain Relationships and
Related Transactions." From August 1997 to March 1998, Mr. Ahlbrand was Senior
Vice President of IntelliQuest, an Austin, Texas based global research services
firm. From December 1994 to August 1997, he was Chief Executive Officer of
National TechTeam Europe, a global information services company.
Matthew P. Cullen has been a director since July 2000. Mr. Cullen is
General Manager of General Motors Enterprise Activity Group, which includes the
company's worldwide real estate division. He joined General Motors in 1979 as a
real estate administrator and subsequently assumed a variety of senior
assignments. Prior to his current position, he was responsible for the disposal
and redevelopment of surplus property as well as site selection and strategic
site acquisition. Mr. Cullen is Vice Chairman of Detroit Downtown, Inc., past
Chairman of Detroit News Center Area Council, and the Chair-Elect of the
International Association of Corporation Real Estate Executives.
Thomas F. 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 Systems, 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.
Blair A. Murphy, D.O. is a founder of our company and has been a
director since our 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 our company and has been a director
since our formation in 1993. Mr. Zaremba has been a private investor for more
than the past five years.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers, directors and
persons who own more than 10% of a registered class of our 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 us with copies of
all such reports. To our 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 (1) one report on Form 3 setting
forth the appointment of Timothy J. Pugh as Executive Vice President of
Operations, (2) one report on Form 3 setting forth the appointment of Matthew P.
Cullen to the board of directors, (3) one report on Form 3 setting forth the
appointment of Dennis B. Sullivan to the board of directors, (4) one report on
Form 3 setting forth the appointment of Jonathon D. Ahlbrand to the board of
directors, (5) one report on Form 4 setting forth the open market purchase of
5,000 shares of common stock by Dennis B. Sullivan on August 1, 2000, and (6)
one report on Form 5 setting forth the automatic grant of stock options to
purchase 20,000 shares of common stock received by Matthew P. Cullen on December
1, 2000, were not filed on a timely basis. In addition, we believe that one
report on Form 5 setting forth the automatic grant of stock options to purchase
20,000 shares of common stock received by Casimer I. Zaremba on December 1,
2000, has not been filed.
17
ITEM 10 EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by us to our Chief Executive Officer and the other highest paid executive
officers (the "Named Executive Officers") during the three most recent fiscal
years.
SUMMARY COMPENSATION TABLE
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LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS
----------------------- -----------------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION OPTIONS
--------------------------- ---- ------ ------------ -------
William F. Rolinski . . . . . . . . . . . 2000 $153,247 $ 0 32,037
Chief Executive Officer, President 1999 $157,219 $ 0 0
and Chairman of the Board 1998 $151,586 $ 0 30,000
Gary J. Hewett (1) . . . . . . . . . . . 2000 $119,795 $26,383(2) 24,328
Former Chief Operating Officer, 1999 $134,553 $ 0 0
Executive Vice President and Director 1998 $130,845 $ 0 25,000
Anthony P. Dombrowski . . . . . . . . . . 2000 $ 94,742 $ 0 14,962
Chief Financial Officer and 1999 $ 97,321 $ 0 0
Treasurer 1998 $ 92,885 $ 0 20,000
---------------
(1) Mr. Hewett resigned from his positions as Chief Operating Officer,
Executive Vice President and a director on November 3, 2000.
(2) Represents the forgiveness of certain of Mr. Hewett's indebtedness to the
company.
The following table sets forth each grant of stock options during 2000
to the Named Executive Officers. No stock appreciation rights were granted
during 2000.
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OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(1) FISCAL YEAR ($/SHARE)(2) DATE
---- ---------- ----------- ------------ ----
William F. Rolinski. . . . . . . . 12,037 9.8% $2.125 01/28/10
20,000 16.2% $2.125 01/28/10
Gary J. Hewett (3) . . . . . . . . . 8,328 6.8% $2.125 01/28/10
16,000 13.0% $2.125 01/28/10
Anthony P. Dombrowski . . . . 4,962 4.0% $2.125 01/28/10
10,000 8.1% $2.125 01/28/10
----------------------
(1) These options became exercisable immediately upon grant.
(2) Fair market value per share on the date of grant.
(3) Due to Mr. Hewett's resignation, these options expired on February
3, 2001.
18
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.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
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 . . . . . . . . . . . . . 118,287 18,750 $0 $0
Gary J. Hewett (2) . . . . . . . . . . . . . . 198,078 31,250 $0 $0
Anthony P. Dombrowski . . . . . . . . . . . . 112,962 15,000 $0 $0
-----------------------
(1) Market value of underlying securities at fiscal year end minus the
exercise price.
(2) Due to Mr. Hewett's resignation, these options expired on February
3, 2001.
COMPENSATION OF DIRECTORS
Our non-employee directors receive no fees for their services as
director. Each outside director receives $500 for each regularly scheduled
meeting of the board he or she attends. Board members are also paid their
expenses, if any, which are incurred solely in connection with our business
purposes. During 2000, our non-employee directors received options (described
below) pursuant to the 1996 Director Stock Option Plan and the 2000 Stock Option
Plan.
On January 1, 2000, we 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. On September 29, 2000, we
terminated the 1996 Director Stock Option Plan.
On November 14, 2000, our shareholders approved the 2000 Stock Option
Plan. On December 1, 2000, pursuant to the automatic grant provisions of the
2000 Stock Option Plan, we granted (1) an option for the purchase of 20,000
shares of common stock to each non-employee director and (2) an option for the
purchase of 10,000 shares of common stock to each non-employee member of the
Executive Committee of the board. We automatically grant such options annually
for each year of continued service. Any person who first becomes eligible to
receive a grant pursuant to this provision of the 2000 Stock Option Plan
following any December 1, will automatically receive a pro rata portion of such
grant upon their appointment to such position. 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
We had agreed to pay our former Chief Operating Officer and Executive
Vice President, Gary J. Hewett, six months' salary upon termination of
employment, unless such termination was for cause. This agreement terminated
without payment due to Mr. Hewett's resignation on November 3, 2000. To date, we
have not entered into any agreements providing for the continued employment of
our personnel.
19
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock as of March 31, 2001, by (a) each person who is
known to us to own beneficially more than five percent of our common stock, (b)
each director, (c) each Named Executive Officer, and (d) all current 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, we know of no agreements among our
shareholders that relate to voting or investment power with respect to our
common stock.
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SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(1) CLASS
----------------------------------------------------------- -------- -----
Wayne County Employees' Retirement System(2) 3,622,578 39.8%
400 Monroe Street, Suite 230
Detroit, Michigan 48226
Michael G. Eyde(3) 1,595,481 21.9
6250 West Michigan Avenue
Lansing, Michigan 48917
Perkins Capital Management, Inc.(4) 1,191,600 18.8
730 East Lake Street
Wayzata, Minnesota 55391
William F. Rolinski(5) 958,895 16.2
Casimer I. Zaremba(6)(7) 700,007 12.0
Blair A. Murphy, D.O.(6) 660,007 11.3
FMR Corp.(8) 522,500 9.0
82 Devonshire Street
Boston, Massachusetts 02109
The Perkins Opportunity Fund(9) 500,000 8.2
730 East Lake Street
Wayzata, Minnesota 55391
Richard W. Perkins(10) 355,000 5.8
730 East Lake Street
Wayzata, Minnesota 55391
Henry T. Siwecki(6) 155,989 2.7
Anthony P. Dombrowski(11) 118,962 2.0
Jonathon D. Ahlbrand(12) 64,582 1.1
Thomas F. McNulty 1,000 *
Gary J. Hewett 421 *
Matthew P. Cullen 0 0
Timothy J. Pugh 0 0
All Executive Officers and Directors
as a Group (9 persons) (13) 2,659,863 43.1%
---------------
* 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
20
March 31, 2001. 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) Includes 200,000 shares subject to a currently exercisable warrant and
3,099,172 shares subject to currently convertible promissory notes.
(3) Includes (a) 50,000 shares subject to a currently exercisable option,
(b) 25,000 shares subject to a currently exercisable warrant, (c)
200,000 shares subject to currently convertible promissory notes, and
(d) 1,200,000 shares issuable pursuant to our real estate purchase and
leaseback agreement with Mr. Eyde, dated August 1, 1997.
(4) As set forth in Schedule 13G filed with the SEC by Perkins Capital
Management, Inc. ("PCM"), The Perkins Opportunity Fund ("POF") and
Richard W. Perkins on January 22, 2001. Represents (a) 181,800 shares
owned by the clients of PCM, (b) 134,800 shares subject to currently
exercisable warrants owned by the clients of PCM, (c) 200,000 shares
owned by POF, (d) 300,000 shares subject to currently exercisable
warrants owned by POF, and (e) 355,000 shares subject to currently
exercisable warrants owned by Mr. Perkins. PCM has (a) sole power to
vote 337,500 shares, representing 137,500 shares owned by clients of
PCM and 200,000 shares owned by POF, and (b) sole power to dispose of
1,171,600 shares. PCM disclaims beneficial ownership of the securities
owned by POF and Mr. Perkins.
(5) Includes 118,287 shares subject to currently exercisable options.
(6) Includes 25,000 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 13, 2001. 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, POF and Richard
W. Perkins on January 22, 2001. Includes 300,000 shares subject to
currently exercisable warrants.
(10) As set forth in Schedule 13G filed with the SEC by PCM, POF and Richard
W. Perkins on January 22, 2001. Represents shares subject to currently
exercisable warrants.
(11) Includes 112,962 shares subject to currently exercisable options.
(12) Represents 50,000 shares subject to a currently exercisable warrant
held by Private Equity, LLC and 14,582 shares subject to a currently
exercisable warrant held by Seger Financial, Inc.
21
(13) Includes 306,249 shares subject to currently exercisable options and
64,582 shares subject to currently exercisable warrants.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We 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 our company, personally guaranteed repayment of all amounts under
this loan agreement. In February 2000, we obtained financing from WCERS which
enabled us (a) repay then outstanding loans from 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. In August 2000, Messrs. Rolinski, Murphy and Zaremba
confirmed their guaranty obligations with respect to the non-convertible secured
debt financing we obtained from WCERS. Messrs. Rolinski, Murphy and Zaremba do
not intend to personally guarantee our future obligations.
On November 20, 1998, we issued a five-year warrant, exercisable at
$2.7625 per share, for the purchase of 14,582 shares of our common stock to
Seger Financial, Inc. This issuance was made in connection with the $1.4 million
debt financing which Seger Financial obtained for us from Crestmark Bank. In
addition, we paid Seger Financial a commission of 5% of the total amount of the
debt placed ($70,000). Private Equity, LLC, an entity of which Jonathon D.
Ahlbrand is a managing member, performed certain consulting and advisory
services for Seger Financial from April 1998 to July 1998. In connection with
the dissolution of such relationship, Mr. Ahlbrand came to beneficially own the
securities underlying the foregoing warrant and was paid $17,500 of the
above-referenced commissions.
On September 17, 1999, we entered into a consulting services agreement
with Private Equity, LLC. Pursuant to this agreement, Private Equity agreed to
provide advice, recommendations and introductions regarding financing options,
market conditions, program structure and strategic options, including
acquisitions and mergers. We agreed to bear all reasonable costs and expenses
associated with such consulting efforts. We reimbursed Private Equity for
$22,400 of costs and expenses during 2000. In addition, we issued warrants to
purchase an aggregate of 200,000 shares of our common stock to Private Equity.
Jonathon D. Ahlbrand, who became one of our directors in January 2001, has
served as a managing member of Private Equity since April 1998. As a result of
such relationship, Mr. Ahlbrand is deemed to beneficially own the securities
underlying the warrants issued to Private Equity. Such warrants have the
following terms of exercise:
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VESTING
NUMBER OF SHARES EXERCISE PRICE PER SHARE INFORMATION EXPIRATION DATE
-------------------------- ------------------------------- ------------------- -------------------------
50,000 $1.625 Immediate 10/1/02
50,000 $2.00 $4.00 (1) 10/1/02 (2)
50,000 $2.00 $5.00 (1) 10/1/02 (2)
50,000 $2.00 $6.00 (1) 10/1/02 (2)
-------------------
(1) Becomes exercisable when the closing price of our common stock equals
or exceeds such price for a period of ten consecutive trading days.
22
(2) Outstanding warrants that have not become exercisable before the
termination of the consulting services agreement expire upon
termination of such agreement.
On July 1, 1999, we entered into a one-year non-exclusive financing
agreement with Private Equity, LLC. Pursuant to this agreement, Private Equity
agreed to provide advice, recommendations and introductions regarding financing
options, market conditions and program structure. Private Equity agreed to
assist in arranging term debt financing for us and we agreed to bear all
reasonable costs and expenses associated with the issuance of such debt. In
addition, we agreed to pay Private Equity a commission of 5% of the total amount
of the debt placed. Between October 8, 1999 and January 27, 2000, we issued
convertible subordinated promissory notes with an aggregate principal amount of
$950,000 to six accredited investors. Private Equity was responsible for our
introduction to five of the six investors, whose purchases aggregated $850,000.
Pursuant to our agreement, we paid commissions equal to 5% of the gross proceeds
raised pursuant to those introductions ($42,500) to Private Equity. Private
Equity was also responsible for our introduction to WCERS. On February 4, 2000,
we issued convertible secured promissory notes with an aggregate principal
amount of $7,500,000 to WCERS. Pursuant to our agreement, we paid commissions
equal to 5% of the gross proceeds raised ($375,000) to Private Equity. On August
21, 2000, we issued a secured promissory note with a principal amount of
$1,500,000 to WCERS. Pursuant to our agreement, we paid commissions equal to 5%
of the gross proceeds raised ($75,000) to Private Equity. Jonathon D. Ahlbrand,
one of our directors, is a managing member of Private Equity and was paid
$133,750 of the above-referenced commissions.
All future transactions between us and our 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 us than could
be obtained from unaffiliated third parties.
ITEM 13 EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
See "Index to Exhibits."
(b) Reports on Form 8-K
On December 11, 2000, we filed a Current Report on Form 8-K
relating to an amendment to our Restated Articles of
Incorporation. We filed no other Current Reports on Form 8-K
during the quarter ended December 31, 2000.
23
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 30, 2001.
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.
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ William F. Rolinski President, Chief Executive Officer and March 30, 2001
-------------------------------------------- Director (Principal Executive Officer)
William F. Rolinski
/s/ Anthony P. Dombroski Chief Financial Officer and Treasurer March 30, 2001
------------------------------------ (Principal Accounting Officer and
Anthony P. Dombrowski Principal Financial Officer)
/s/ Matthew P. Cullen Director March 30, 2001
--------------------------------------------
Matthew P. Cullen
/s/ Thomas F. McNulty Director March 30, 2001
--------------------------------------------
Thomas F. McNulty
Director
--------------------------------------------
Blair A. Murphy, D.O.
/s/ Henry T. Siwecki Director March 30, 2001
--------------------------------------------
Henry T. Siwecki
24
[Download Table]
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jonathon D. Ahlbrand Director March 30, 2001
--------------------------------------------
Jonathon D. Ahlbrand
-------------------------------------------- Director
Casimer I. Zaremba
25
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Restated Articles of Incorporation, as amended (incorporated by
reference to our Current Report on Form 8-K, filed on December 11,
2000 (File No. 0-20845)).
3.2 Amended and Restated Bylaws (incorporated by reference to our
Registration Statement on Form SB-2, filed on April 15, 1996 (File
No. 333-3548)).
4.1 See Exhibit 3.1.
4.2 See Exhibit 3.2.
4.3 Specimen common stock certificate (incorporated by reference to
our Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-03548)).
4.4 Form of Warrant Agreement with Wells Fargo Bank Minnesota,
National Association (f/k/a Norwest Bank Minnesota, National
Association) (including specimen Class A Warrant certificate)
(incorporated by reference to our Registration Statement on Form
SB-2, filed on April 15, 1996 (File No. 333-03548)).
4.5 Amendment to Warrant Agreement with Wells Fargo Bank Minnesota,
National Association (f/k/a Norwest Bank Minnesota, National
Association) (including specimen Class A Warrant certificate)
(incorporated by reference to Post-Effective Amendment No. 2 to
our Registration Statement on Form S-3, filed on June 8, 2000
(File No. 333-03548)).
10.1 1996 Stock Option Plan (incorporated by reference to our 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 our
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
our Definitive Schedule 14A (Proxy Statement), filed on October
26, 1999 (File No. 0-20845)).
10.4 Amendment No. 1 to 1999 Employee Stock Purchase Plan.
10.5 2000 Stock Option Plan (incorporated by reference to our
Definitive Schedule 14A (Proxy Statement), filed on October 18,
2000 (File No. 0-20845)).
10.6 Loan Agreement dated July 28, 1995, by and among Big Buck, William
F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba, Casimer I.
Zaremba and Bank One (f/k/a NBD Bank) (incorporated by reference
to our Registration Statement on Form SB-2, filed on April 15,
1996 (File No. 333-3548)).
10.7 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 our Quarterly Report
on Form 10-QSB, filed on May 9, 1997 (File No. 0-20845)).
10.8 Lease Agreement by and between Eyde Brothers Development Co.,
Landlord, and Big Buck, Tenant, dated April 11, 1997 (incorporated
by reference to our Quarterly Report on Form 10-QSB, filed on May
9, 1997 (File No. 0-20845)).
10.9 Amendment to Lease Agreement by and between Eyde Brothers
Development Co., Landlord, and Big Buck, Tenant, dated March 27,
2000 (incorporated by reference to our Annual Report on Form
10-KSB, filed on March 31, 2000 (File No. 0-20845)).
10.10 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 our Quarterly Report on Form
10-QSB, filed on August 12, 1997 (File No. 0-20845)).
10.11 Lease Agreement by and between Michael G. Eyde, Landlord, and Big
Buck, Tenant, dated October 1, 1997 (incorporated by reference to
our Annual Report on Form 10-KSB, filed on March 23, 1998 (File
No. 0-20845)).
10.12 Stock Option Agreement between Big Buck and Michael G. Eyde, dated
August 1, 1997 (incorporated by reference to our Annual Report on
Form 10-KSB, filed on March 23, 1998 (File No. 0-20845)).
26
10.13 Amendment to Lease Agreement by and between Michael G. Eyde,
Landlord, and Big Buck, Tenant, dated January 26, 2000
(incorporated by reference to our Annual Report on Form 10-KSB,
filed on March 31, 2000 (File No. 0-20845)).
10.14 Common Stock Purchase Warrant issued by Big Buck to Michael G.
Eyde, dated January 26, 2000 (incorporated by reference to our
Annual Report on Form 10-KSB, filed on March 31, 2000 (File No.
0-20845)).
10.15 Limited Partnership Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.L.C. (f/k/a Bass Pro Outdoor
World, L.P.) and Big Buck, dated November 5, 1998 (incorporated by
reference to our Quarterly Report on Form 10-QSB, filed on
November 12, 1998 (File No. 0-20845)).
10.16 Shareholders' Agreement by and among BBBP Management Company, Bass
Pro Outdoor World, L.L.C. (f/k/a Bass Pro Outdoor World, L.P.) and
Big Buck, dated November 5, 1998 (incorporated by reference to our
Quarterly Report on Form 10-QSB, filed on November 12, 1998 (File
No. 0-20845)).
10.17 Commercial Sublease Agreement by and between Bass Pro Outdoor
World, L.L.C. (f/k/a Bass Pro Outdoor World, L.P.) and Buck and
Bass, L.P., dated November 5, 1998 (incorporated by reference to
our Quarterly Report on Form 10-QSB, filed
on November 12, 1998 (File No. 0-20845)).
10.18 Common Stock Purchase Warrant issued by Big Buck to Bass Pro
Outdoor World, L.L.C. (f/k/a Bass Pro Outdoor World, L.P.), dated
November 5, 1998 (incorporated by reference to our Quarterly
Report on Form 10-QSB, filed on November
12, 1998 (File No. 0-20845)).
10.19 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 our Quarterly Report on Form
10-QSB, filed on August 18, 1999 (File No. 0-20845)).
10.20 Common Stock Purchase Warrant issued by Big Buck to Seger
Financial, Inc., dated November 20, 1998 (incorporated by
reference to our Annual Report on Form 10-KSB, filed on March 29,
1999 (File No. 0-20845)).
10.21 Stock Option Agreement between Big Buck and William F. Rolinski,
dated December 29, 1998 (incorporated by reference to our Annual
Report on Form 10-KSB, filed on March 29, 1999 (File No.
0-20845)).
10.22 Stock Option Agreement between Big Buck and Anthony P. Dombrowski,
dated December 29, 1998 (incorporated by reference to our Annual
Report on Form 10-KSB, filed on March 29, 1999 (File No.
0-20845)).
10.23 Non-Exclusive Financing Agreement by and between Big Buck and
Private Equity, LLC, dated July 1, 1999 (incorporated by reference
to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
No. 0-20845)).
10.24 Consulting Agreement by and between Big Buck and Private Equity,
LLC, dated September 17, 1999 (incorporated by reference to our
Annual Report on Form 10-KSB, filed on March 31, 2000 (File
No. 0-20845)).
10.25 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999 (incorporated by reference
to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
No. 0-20845)).
10.26 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999 (incorporated by reference
to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
No. 0-20845)).
10.27 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999 (incorporated by reference
to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
No. 0-20845)).
10.28 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999 (incorporated by reference
to our Annual Report on Form 10-KSB, filed on March 31, 2000 (File
No. 0-20845)).
27
10.29 Promissory Note in the principal amount of $37,232.28, issued by
Gary J. Hewett, Maker, to Big Buck, Payee, dated June 30, 1999
(incorporated by reference to our Annual Report on Form 10-KSB,
filed on March 31, 2000 (File No. 0-20845)).
10.30 Promissory Note in the principal amount of $13,500.00, issued by
Gary J. Hewett, Maker, to Big Buck, Payee, dated June 30, 1999
(incorporated by reference to our Annual Report on Form 10-KSB,
filed on March 31, 2000 (File No. 0-20845)).
10.31 Form of Subscription and Investment Representation Agreement for
10% Convertible Subordinated Promissory Note (including form of
note) (incorporated by reference to our Annual Report on Form
10-KSB, filed on March 31, 2000 (File No. 0-20845)).
10.32 Subscription and Investment Representation Agreement for 10%
Convertible Secured Promissory Note executed by Wayne County
Employees' Retirement System, dated February 4, 2000 (incorporated
by reference to our Annual Report on Form 10-KSB, filed on March
31, 2000 (File No. 0-20845)).
10.33 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
(incorporated by reference to our Annual Report on Form 10-KSB,
filed on March 31, 2000 (File No. 0-20845)).
10.34 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 (incorporated by reference to our Annual Report on Form
10-KSB, filed on March 31, 2000 (File No. 0-20845)).
10.35 Common Stock Purchase Warrant issued by Big Buck to Wayne County
Employees' Retirement System, dated February 4, 2000 (incorporated
by reference to our Annual Report on Form 10-KSB, filed on March
31, 2000 (File No. 0-20845)).
10.36 Promissory Note and Security Agreement by and between Big Buck and
Buck & Bass, L.P., dated August 23, 2000 (incorporated by
reference to our Quarterly Report on Form 10-QSB, filed on
November 15, 2000 (File No. 0-20845)).
10.37 Promissory Note in the principal amount of $1,500,000.00, issued
by Big Buck, Maker, to Wayne County Employees' Retirement System,
Payee, dated August 21, 2000 (incorporated by reference to our
Quarterly Report on Form 10-QSB, filed on November 15, 2000 (File
No. 0-20845)).
10.38 First Loan Modification Agreement by and between Wayne County
Employees' Retirement System and Big Buck, dated August 21, 2000.
10.39 Second Loan Modification Agreement by and between Wayne County
Employees' Retirement System and Big Buck, dated October 1, 2000.
10.40 Third Loan Modification Agreement by and between Wayne County
Employees' Retirement System and Big Buck, dated February 20,
2001.
10.41 Letter Agreement between Wayne County Employees' Retirement System
and Big Buck, dated February 1, 2001.
10.42 Letter Agreement between Wayne County Employees' Retirement System
and Big Buck, dated February 4, 2000.
10.43 Promissory Note in the principal amount of $12,000.00, issued by
Anthony P. Dombrowski, Maker, to Big Buck, Payee, dated
April 18, 2000.
10.44 Promissory Note in the principal amount of $100,000.00, issued by
Big Buck, Maker, to Michael G. Eyde, Payee, dated December 4,
2000.
10.45 Promissory Note (Line of Credit) in the principal amount of
$1,000,000.00, issued by Big Buck, Maker, to Crestmark Bank,
Payee, dated March 16, 2001.
10.46 Loan Agreement by and between Crestmark Bank and Big Buck, dated
March 16, 2001.
10.47 Form of First Amendment to 10% Convertible Subordinated Promissory
Note.
10.48 Shopping Center Lease between Opry Mills Limited Partnership,
Landlord, and Big Buck, Tenant, for Opry Mills Shopping Center,
Nashville, Tennessee, dated November 9, 2000.
16 Letter on Change in Certifying Accountant (incorporated by
reference to our Current Report on Form 8-K, filed on January 4,
2000 (File No. 0-20845)).
28
21 Subsidiaries of Big Buck (incorporated by reference to our Annual
Report on Form 10-KSB, filed on March 29, 1999 (File No. 0-20845).
23 Consent of Independent Public Accountants.*
24 Power of Attorney (included on signature page to Form 10-KSB).
29
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* To be filed by amendment.
Dates Referenced Herein and Documents Incorporated by Reference
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