<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
FORM 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 28, 1998
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
COMMISSION FILE NUMBER 0-20845
BIG BUCK BREWERY & STEAKHOUSE, INC.
(Exact Name of Registrant as Specified 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 49735
(517) 731-0401
(Address of Principal Executive Offices, including Zip Code,
and Issuer's Telephone Number, including Area Code)
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
---- -----
As of August 12, 1998, there were outstanding 5,285,000 shares of Common
Stock, $0.01 par value, of the registrant.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. Financial Statements
Balance Sheets as of June 28, 1998 and December 28, 1997. . . . 1
Statements of Operations for the three months ended June 28,
1998 and June 29, 1997 and for the six months ended June 28,
1998 and June 29, 1997. . . . . . . . . . . . . . . . . . . . . 2
Statements of Cash Flows for the six months ended June 28,
1998 and June 29, 1997 . . . . . . . . . . . . . . . . . . . . 3
Condensed Notes to Financial Statements . . . . . . . . . . . . 4
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . 5
PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 9
ITEM 4. Submission of Matters to a Vote of Security Holders . . . . . . 9
ITEM 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 9
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
</TABLE>
i
<PAGE>
PART I
ITEM 1. Financial Statements
BIG BUCK BREWERY & STEAKHOUSE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 28, DECEMBER 28,
1998 1997
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 98,306 $ 354,015
Sale and leaseback financing receivable 50,000 749,650
Accounts receivable 80,586 170,460
Inventories 276,888 289,805
Preopening expenses - 348,581
Prepaids and other 268,216 171,766
------------ ------------
Total current assets 773,996 2,084,277
PROPERTY AND EQUIPMENT, net 18,369,156 18,340,043
OTHER ASSETS, net 442,418 383,301
------------ ------------
$ 19,585,570 $ 20,807,621
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 899,922 $ 843,430
Accrued expenses 441,527 735,727
Current maturities of long-term debt 249,761 249,824
------------ ------------
Total current liabilities 1,591,210 1,828,981
LONG-TERM DEBT, less current maturities 7,148,711 7,274,558
------------ ------------
Total liabilities 8,739,921 9,103,539
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 5,285,000 shares issued
and outstanding 52,850 52,850
Warrants 153,650 153,650
Additional paid-in capital 13,240,694 240,694
Accumulated deficit (2,601,545) (1,743,112)
------------ ------------
Total shareholders' equity 10,845,649 11,704,082
------------ ------------
$ 19,585,570 $ 20,807,621
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these balance sheets.
1
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- -----------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
1998 1997 1998 1997
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
REVENUE:
Restaurant sales $ 3,440,741 $ 1,648,012 $ 7,256,480 $ 2,677,757
Wholesale beer and gift shop sales 171,018 127,589 320,218 214,596
------------ ------------ ------------- ------------
Total revenue 3,611,759 1,775,601 7,576,698 2,892,353
------------ ------------ ------------- ------------
COSTS AND EXPENSES:
Cost of sales 1,248,514 614,392 2,607,675 979,013
Restaurant salaries and benefits 1,085,627 504,663 2,231,967 827,206
Operating expenses 839,265 369,830 1,645,006 685,753
Depreciation and amortization 187,811 129,179 375,319 226,095
------------ ------------ ------------- ------------
Total costs and expenses 3,361,217 1,618,064 6,859,967 2,718,067
------------ ------------ ------------- ------------
Restaurant operating income 250,542 157,537 716,731 174,286
General and administrative expenses 434,767 353,858 858,944 714,774
LOSS FROM OPERATIONS (184,225) (196,321) (142,213) (540,488)
OTHER INCOME (EXPENSE):
Interest expense (187,044) (91,442) (375,070) (150,383)
Interest income 1,938 29,800 5,450 77,723
------------ ------------ ------------- ------------
Total other income (expense) (185,106) (61,642) (369,620) (72,660)
LOSS BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE (369,331) (257,963) (511,833) (613,148)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE FOR
START-UP COSTS - - (346,547) -
------------ ------------ ------------- ------------
NET LOSS ($ 369,331) ($ 257,963) ($ 858,380) ($ 613,148)
------------ ------------ ------------- ------------
BASIC AND DILUTED NET LOSS PER
COMMON SHARE BEFORE CHANGE
IN ACCOUNTING PRINCIPLE ($0.07) ($0.05) ($0.09) ($0.12)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE - - ($0.07) -
BASIC AND DILUTED NET LOSS PER
COMMON SHARE ($0.07) ($0.05) ($0.16) ($0.12)
------------ ------------ ------------- ------------
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 5,285,000 5,275,000 5,285,000 5,275,000
------------ ------------ ------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------
JUNE 28, JUNE 29,
1998 1997
----------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss ($858,380) ($613,148)
Adjustments to reconcile net loss to cash flows used in
operating activities-
Depreciation and amortization 375,319 229,195
Loss on sale of property - 3,100
Cumulative effect of change in accounting
for start-up costs 346,547 -
Change in operating assets and liabilities:
Accounts receivable 89,874 -
Inventories 12,917 (50,794)
Prepaids and other (96,450) (86,444)
Accounts payable 56,492 (174,442)
Accrued expenses (294,300) 162,865
----------- ----------
Net cash used in operating activities (367,981) (529,668)
----------- ----------
INVESTING ACTIVITIES:
Purchases of property and equipment, net (393,268) (4,413,846)
Increase in other assets (68,300) -
----------- ----------
Net cash used in investing activities (461,568) (4,413,846)
----------- ----------
FINANCING ACTIVITIES:
Payments on long-term debt (125,810) (125,526)
Proceeds from sale of short-term investments - 3,710,000
Proceeds from capital lease obligations 699,650 1,400,000
----------- ----------
Net cash provided by financing activities 573,840 4,984,474
----------- ----------
INCREASE (DECREASE) IN CASH (255,709) 40,960
CASH, beginning of period 354,015 28,468
----------- ----------
CASH, end of period $ 98,306 $ 69,428
----------- ----------
----------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 381,631 $ 151,639
Income taxes paid - -
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
Condensed Notes to Financial Statements
June 28, 1998
1. BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited financial statements included herein have been
prepared by Big Buck Brewery & Steakhouse, Inc. (the Company) in accordance
with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes that the
disclosures are adequate to make the information not misleading.
The unaudited balance sheet as of June 28, 1998 and the unaudited
statements of operations and cash flows for the three and the six months
ended June 28, 1998 and June 29, 1997 include, in the opinion of
management, all adjustments, consisting solely of normal recurring
adjustments, necessary for a fair presentation of the financial results for
the respective interim periods and are not necessarily indicative of
results of operations to be expected for the entire fiscal year ending
January 3, 1999. The accompanying interim financial statements have been
prepared under the presumption that users of the interim financial
information have either read, or have access to, the audited financial
statements and notes in the Company's Form 10-KSB for the year ended
December 28, 1997. Accordingly, footnote disclosures which would
substantially duplicate the disclosures contained in the December 28, 1997
audited financial statements have been omitted from these interim financial
statements except for the disclosures below. It is suggested that these
interim financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Form
10-KSB for the fiscal year ended December 28, 1997.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company adopted in the fiscal year ended December 28, 1997, Statement
of Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share" which
requires disclosure of basic earnings per share (EPS) and diluted EPS,
which replaces the existing primary EPS and fully diluted EPS, as defined
by APB No. 15. Basic EPS is computed by dividing net income by the
weighted average number of shares of Common Stock outstanding during the
year. Dilutive EPS is computed similarly to EPS as previously reported,
provided that, when applying the treasury stock method to common equivalent
shares, the Company must use its average share price for the period rather
than the more dilutive greater of the average share price or end-of-period
price required by APB No. 15. The adoption of SFAS No. 128 had no effect
on the Company's June 29, 1997 EPS data.
SFAS No. 130, "Reporting Comprehensive Income," effective beginning in
fiscal 1998, establishes standards of disclosure and financial statement
display for reporting total comprehensive income and the individual
components thereof. The adoption of SFAS No. 130 did not have an
impact on the Company's financial position or results of operations as
comprehensive income and net income were the same for all periods
presented.
During April 1998, the Accounting Standards Executive Committee of the
America Institute of Certified Public Accountants issued Statement of
Position (SOP) 98-5, "Reporting on the Costs of Start-Up Activities." SOP
98-5 requires companies to expense as incurred all start-up and preopening
costs that are not otherwise capitalizable as long-lived assets. The
Company has elected early implementation of the new accounting standard
retroactive to the beginning of 1998. The effect of this accounting change
was to charge operations the unamortized balance of preopening costs as
of December 28, 1997 of $346,547.
4
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING TERMINOLOGY SUCH
AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND "INTENDS," OR COMPARABLE
TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.
POTENTIAL PURCHASERS OF THE COMPANY'S SECURITIES ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH ARE QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN. PLEASE REFER TO THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB, FILED ON MARCH 23, 1998, FOR ADDITIONAL
FACTORS KNOWN TO THE COMPANY THAT MAY CAUSE ACTUAL RESULTS TO VARY.
OVERVIEW
The Company was capitalized in 1994 to develop, own and operate
microbrewery/restaurants with the name "Big Buck Brewery & Steakhouse" (each a
"Unit"). Until May 1995, when the Company opened its first Unit in Gaylord,
Michigan, it had no operations or revenues and its activities were devoted
solely to development. The Gaylord Unit, which seats approximately 350 in the
restaurant and bar combined, adjoins I-75 approximately 200 miles north of
Detroit. In March 1997, the Company opened its second Unit in Grand Rapids,
Michigan. 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. In October 1997, the Company opened its third Unit in
Auburn Hills, Michigan, a suburb of Detroit. The Auburn Hills Unit, which
houses a 15-barrel brewing system, encompasses 26,372 square feet including
brewery, bar and restaurant, with a total seating capacity of approximately 650.
Future revenues and profits will depend upon various factors, including market
acceptance of Big Buck Units and general economic conditions. The Company's
present sources of revenue are the Gaylord, Grand Rapids and Auburn Hills Units.
There can be no assurance that the Company will successfully implement its
expansion plans, in which case the Company will continue to be dependent on the
revenues from the existing Units. The Company also faces all of the risks,
expenses and difficulties frequently encountered in connection with the
expansion and development of a new business. Furthermore, to the extent that
the Company's expansion strategy is successful, it must manage the transition to
multiple site, higher volume operations, control increased overhead expenses and
hire additional personnel.
The Company's sales and earnings are expected to fluctuate based on seasonal
patterns. The Company anticipates that its highest earnings will occur in the
second and third quarters. Quarterly results in the future are likely to be
substantially affected by the timing of new Unit openings. Because of the
seasonality of the Company's business and the impact of new Unit openings,
results for any quarter are not necessarily indicative of the results that may
be achieved for a full fiscal year and cannot be used to indicate financial
performance for the entire year.
5
<PAGE>
The following table is derived from the Company's statements of operations and
expresses the results from operations as a percent of total revenue:
<TABLE>
<CAPTION>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 28, June 29, June 28, June 29,
1998 1997 1998 1997
------ ------ ----- -----
<S> <S> <C> <C> <C>
REVENUE:
Restaurant sales 95.3% 92.8% 95.8% 92.6%
Wholesale beer and gift shop sales 4.7% 7.2% 4.2% 7.4%
------ ------ ----- -----
Total revenue 100.0% 100.0% 100.0% 100.0%
------ ------ ----- -----
COST AND EXPENSES:
Cost of sales 34.6% 34.6% 34.4% 33.9%
Restaurant salaries and benefits 30.1% 29.1% 29.5% 29.3%
Operating expenses 23.2% 20.2% 21.7% 23.0%
Depreciation and amortization 5.2% 7.3% 4.9% 7.8%
------ ------ ----- -----
Total costs and expenses 93.1% 91.2% 90.5% 94.0%
------ ------ ----- -----
Restaurant operating income 6.9% 8.8% 9.5% 6.0%
General and administrative expenses 12.0% 19.8% 11.3% 25.0%
------ ------ ----- -----
LOSS FROM OPERATIONS (5.1%) (11.0%) (1.8%) (19.0%)
OTHER INCOME (EXPENSE):
Interest expense (5.2%) (5.2%) (5.0%) (5.2%)
Interest income 0.1% 1.7% 0.1% 3.0%
Loss on sale of property 0.0% (0.2%) 0.0% (0.1%)
------ ------ ----- -----
Total other income (expense) (5.1%) (3.7%) (4.9%) (2.3%)
LOSS BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE (10.2%) (14.5%) (6.7%) (21.2%)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE FOR
START-UP COSTS - - (4.6%) -
NET LOSS (10.2%) (14.5%) (11.3%) (21.2%)
------ ------ ----- -----
------ ------ ----- -----
</TABLE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 28, 1998
AND JUNE 29, 1997
REVENUES
Revenues increased 103% to $3,611,759 in the quarter ended June 28, 1998 from
$1,775,601 in the quarter ended June 29, 1997. Revenues increased 162% to
$7,576,698 for the six months ended June 28, 1998 from $2,892,353 for the
comparable period in 1997. The large increases are attributable to the opening
of the Grand Rapids Unit on March 17, 1997 and the opening of the Auburn Hills
Unit on October 1, 1997.
6
<PAGE>
COST OF SALES
Cost of sales, which consists of food, merchandise and brewery supplies,
increased 103% to $1,248,514 in the second quarter of 1998 compared to the
second quarter of 1997, and increased 166% to $2,607,675 for the six months
ended June 28, 1998 compared to the comparable period in 1997. As a percentage
of revenues, cost of sales represented 34.6% for the second quarter of both 1998
and 1997, and increased to 34.4% for the six months ended June 28, 1998 from
33.9% for the comparable period in 1997. The percentage increase is the result
of higher produce costs incurred during 1998.
RESTAURANT SALARIES AND BENEFITS
Restaurant salaries and benefits, which consist of restaurant management and
hourly employee wages and benefits, payroll taxes and workers' compensation
insurance, increased 115% to $1,085,627 in the second quarter of 1998 compared
to the second quarter in 1997, and increased 170% to $2,231,967 for the six
months ended June 28, 1998 compared to the comparable period in 1997. The large
increases are due to the opening of the Grand Rapids and Auburn Hills Units. As
a percentage of revenues, restaurant salaries and benefits increased to 30.1% in
the second quarter of 1998 compared to 29.1% in 1997, and increased to 29.5% for
the six months ended June 28, 1998 compared to 29.3% for the comparable period
in 1997. These increases are due to additional training of the staff at the
larger Auburn Hills Unit and the implementation of a discretionary Unit-level
manager bonus plan.
OPERATING EXPENSES
Operating expenses, which include supplies, utilities, repairs and maintenance,
advertising and occupancy costs, increased 127% to $839,265 in the second
quarter of 1998 compared to the second quarter of 1997, and increased 140% to
$1,645,006 for the six months ended June 28, 1998 compared to the comparable
period in 1997. As a percentage of revenues, operating expenses increased to
23.2% in the second quarter of 1998 as compared to 20.2% for the second quarter
in 1997, and decreased to 21.7% for the six months ended June 28, 1998 from
23.0% for the comparable period in 1997. The increase for the quarter is the
result of additional spending on advertising and promotional programs. The
decrease for the six month period ended June 28, 1998 is due to a reduction in
insurance costs.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expenses increased 45% to $187,811 in the second
quarter of 1998 compared to the second quarter of 1997, and increased 66% to
$375,319 for the six months ended June 28, 1998 compared to the comparable
period in 1997. As a percentage of revenues, these expenses decreased to 5.2%
in the second quarter of 1998 as compared to 7.3% for the same quarter in 1997,
and decreased to 5.0% for the six months ended June 28, 1998 from 7.8% for the
comparable period in 1997. The decreases in these expenses as a percentage of
revenues reflects the increase in total sales.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased 24% to $434,767 in the second
quarter of 1998 compared to the second quarter in 1997, and increased 21% to
$858,944 for the six months ended June 28, 1998 compared to the comparable
period in 1997. As a percentage of revenues, these expenses decreased to 12.0%
in the second quarter of 1998 from 19.8% for the same quarter of 1997, and
decreased to 11.3% for the six months ended June 28, 1998 from 25.0% for the
comparable period in 1997. The decreased expenses as a percentage of revenues
reflect the increase in total sales. As additional Units are opened by the
Company, management believes that these expenses will continue to decrease as a
percentage of revenues.
7
<PAGE>
INTEREST EXPENSE/INTEREST INCOME
Interest expense increased $95,602 to $187,044 in the second quarter of 1998
compared to second quarter of 1997, and increased $224,687 to $375,070 for the
six months ended June 28, 1998 compared to the comparable period in 1997. As a
percentage of revenues, interest expense remained at 5.2% for the second quarter
of 1998 as compared to the second quarter of 1997, and decreased to 5.0% for the
six months ended June 28, 1998 from 5.2% for the comparable period in 1997. As
new restaurants are added, the Company anticipates it will incur additional
interest expense.
Interest income decreased $27,682 to $1,938 in the second quarter of 1998
compared to $29,800 for the second quarter of 1997, and decreased $72,273 to
$5,450 for the six months ended June 28, 1998 from $77,723 for the comparable
period in 1997. The decrease is the result of the use of the initial public
offering proceeds for completion of the Grand Rapids and Auburn Hills Units.
CHANGE IN ACCOUNTING PRINCIPLE
The Company has elected early adoption of Statement of Position (SOP) 98-5,
"Reporting on the Costs of Start-Up Activities." SOP 98-5 requires companies to
expense as incurred all start-up and preopening costs that are not otherwise
capitalizable as long-lived assets. The effect of this accounting change is to
charge to operations the unamortized balance of preopening costs as of December
28, 1997 of $346,547.
LIQUIDITY AND CAPITAL RESOURCES
The Company used $367,981 in cash for the six months ended June 28, 1998, and
used $529,668 in cash for the six months ended June 29, 1997, for operating
activities. At June 28, 1998, the Company had a working capital deficit of
$817,214. In order to fund operations in the short term, the Company intends
to use cash provided by the operations of its three existing Units. The
Company is also exploring the possible issuance of equity securities to
increase its working capital.
Since inception, the Company's principal capital requirements have been the
funding of (i) Company operations and promotion of the Big Buck Brewery &
Steakhouse format and (ii) the construction of the Gaylord, Grand Rapids and
Auburn Hills Units and the acquisition of furniture, fixtures and equipment for
such Units. The total capital expenditures for the Gaylord, Grand Rapids and
Auburn Hills Units were approximately $5.8 million, $3.2 million and $9.7
million, respectively.
During the six months ended June 28, 1998, the Company generated $573,790 in
cash from the financing activities attributable to the proceeds from capital
lease obligations, partially offset by payments of long-term debt. The Company
spent approximately $393,000 for final construction and equipment costs at the
Auburn Hills Unit during the six months ended June 28, 1998.
The Company plans to develop and open additional Units and it will need to
obtain additional financing to fulfill such expansion plans. The amount of
financing required for such expansion depends on the definitive locations, site
conditions, construction costs and size and type of Units to be built. There
can be no assurance that financing will be available on terms acceptable or
favorable to the Company, or at all. Without such financing, the Company's
development plans will be scaled back or eliminated.
8
<PAGE>
PART II
ITEM 4. Submission of Matters to a Vote of Security Holders
a. The Annual Meeting of Shareholders was held on June 10, 1998.
b. The following directors were elected at the Annual Meeting of
Shareholders:
William F. Rolinski
Blair A. Murphy
Henry T. Siwecki
Casimer I. Zaremba
c. Two proposals were submitted for shareholder approval, both of
which passed with voting results as follows:
(1) To elect four directors for the ensuing year and until their
successors shall be elected and duly qualified.
<TABLE>
<CAPTION>
For Withhold
--------- --------
<S> <C> <C>
William F. Rolinski 4,285,450 6,702
Blair A. Murphy 4,279,596 12,556
Henry T. Siwecki 4,279,596 12,556
Casimer I. Zaremba 4,268,796 23,356
</TABLE>
(2) To ratify and approve the appointment of Arthur Andersen LLP
as the Company's independent public accountants for the
fiscal year ending January 3, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For: 4,462,294 Against: 6,100
Abstain: 7,226 Non-Votes: 0
</TABLE>
ITEM 6 Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
The registrant filed no Current Reports on Form 8-K during the
quarter ended June 28, 1998
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIG BUCK BREWERY & STEAKHOUSE, INC.
Date: August 12, 1998 By /s/ Anthony P. Dombrowski
-----------------------------------
Anthony P. Dombrowski
Chief Financial Officer
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- --------------
<S> <C>
27 Financial Data Schedule
</TABLE>
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1999
<PERIOD-END> JUN-28-1998
<CASH> 98,306
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 276,888
<CURRENT-ASSETS> 773,996
<PP&E> 18,369,156
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,585,570
<CURRENT-LIABILITIES> 1,591,210
<BONDS> 7,148,711
0
0
<COMMON> 52,850
<OTHER-SE> 19,792,799
<TOTAL-LIABILITY-AND-EQUITY> 19,585,570
<SALES> 7,576,698
<TOTAL-REVENUES> 7,576,698
<CGS> 2,607,675
<TOTAL-COSTS> 6,859,967
<OTHER-EXPENSES> 858,944
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375,070
<INCOME-PRETAX> (511,833)
<INCOME-TAX> 0
<INCOME-CONTINUING> (511,833)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (346,547)
<NET-INCOME> (858,380)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
