<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 10-QSB
/ x / QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 2, 2000
/ / 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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49734
(517) 731-0401
(Address of Principal Executive Offices and Registrant'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 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 May 15, 2000, there were outstanding 5,405,481 shares of common
stock, $0.01 par value per share, of the registrant.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION ............................................ 1
ITEM 1 Financial Statements ............................................. 1
Balance Sheets as of April 2, 2000 and January 2, 2000 ........... 1
Statements of Operations for the three months ended April 2, 2000
and April 4, 1999 ................................................ 2
Statements of Cash Flows for the three months ended
April 2, 2000 and April 4, 1999 .................................. 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 ................................................ 10
ITEM 2 Changes in Securities and Use of Proceeds ........................ 10
ITEM 3 Defaults upon Senior Securities .................................. 10
ITEM 6 Exhibits and Reports on Form 8-K ................................. 11
SIGNATURES ......................................................................... 12
EXHIBIT INDEX ...................................................................... 13
</TABLE>
i
<PAGE>
PART I
ITEM 1 Financial Statements
BIG BUCK BREWERY & STEAKHOUSE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
April 2, 2000 January 2, 2000
------------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 287,734 $ 369,228
Short-term investments 3,050,000 -
Accounts receivable 136,665 233,273
Inventories 219,595 235,671
Prepaids and other 300,258 318,775
------------------ ----------------
Total current assets 3,994,252 1,156,947
PROPERTY AND EQUIPMENT, net 19,571,592 19,730,766
OTHER ASSETS, net 1,561,725 573,487
------------------ ----------------
$ 25,127,569 $ 21,461,200
================== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,179,240 $ 2,152,242
Accrued expenses 351,737 451,855
Current maturities of long-term debt 2,628,774 2,487,246
------------------ ----------------
Total current liabilities 4,159,751 5,091,343
LONG-TERM DEBT, less current maturities 11,215,573 6,721,083
------------------ ----------------
Total liabilities 15,375,324 11,812,426
------------------ ----------------
MINORITY INTEREST 245,618 147,340
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value, 20,000,000
shares authorized; 5,405,481 and 5,405,481
shares issued and outstanding 54,055 54,055
Warrants 153,650 153,650
Additional paid-in capital 14,043,412 13,685,520
Accumulated deficit (4,744,490) (4,391,791)
------------------ ------------------
Total shareholders' equity 9,506,627 9,501,434
------------------ ----------------
$ 25,127,569 $ 21,461,200
================== ================
</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
------------------------------------
April 2, 2000 April 4, 1999
----------------- ----------------
<S> <C> <C>
REVENUE:
Restaurant sales $ 3,559,541 $ 3,165,427
Wholesale beer and gift shop sales 81,234 121,244
----------------- ----------------
Total revenue 3,640,775 3,286,671
----------------- ----------------
COSTS AND EXPENSES:
Cost of sales 1,180,980 1,067,582
Restaurant salaries and benefits 1,053,008 989,372
Operating expenses 771,564 631,171
Depreciation 190,008 190,566
----------------- ----------------
Total costs and expenses 3,195,560 2,878,691
----------------- ----------------
Restaurant operating income 445,215 407,980
Preopening expenses - 127,151
General and administrative expenses 396,917 531,131
----------------- ----------------
Income (loss) from operations 48,298 (250,302)
OTHER INCOME (EXPENSE):
Interest expense (361,699) (215,612)
Other (39,268) 11,164
-------- ---------
Other income (expense), net (400,967) (226,776)
----------------- -----------------
Minority interest share of joint venture - 3,289
----------------- ----------------
NET LOSS $ (352,699) $ (473,789)
================= ================
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.07) $ (0.09)
================= ================
WEIGHTED AVERAGE
SHARES OUTSTANDING 5,405,481 5,285,000
================= ================
</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>
Three Months Ended Three Months Ended
April 2, 2000 April 4, 1999
------------------------ -------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (352,669) $ (473,789)
Adjustments to reconcile net loss to cash flows used in
operating activities-
Depreciation and amortization 264,340 202,089
Change in operating assets and liabilities:
Accounts receivable 96,608 106,118
Inventories 16,076 37,562
Prepaids and other 18,517 (37,220)
Accounts payable (973,002) 897,250
Accrued expenses (100,118) (337,207)
Net cash provided by (used in) operating activities (1,030,248) 394,803
------------- ---------------
INVESTING ACTIVITIES:
Purchases of property and equipment, net (30,795) (733,457)
Decrease (increase) in other assets (192,650) 39,605
Purchase of short-term investments, net (3,050,000) (693,857)
-------------- ---------------
Net cash used in investing activities (3,273,445) (693,852)
------------- --------------
FINANCING ACTIVITIES:
Proceeds from long-term debt and capital lease obligations 7,700,000 -
Proceeds from minority partner 98,278 -
Payment of deferred financing costs (512,096) -
Payments on long-term debt and capital lease obligations (3,063,983) (81,272)
------------- --------------
Net cash provided by (used in) financing activities 4,222,199 (81,272)
-------------- ---------------
DECREASE IN CASH (81,494) (380,321)
CASH, beginning of period 369,228 500,236
-------------- ---------------
CASH, end of period $ 287,734 $ 119,915
============== ===============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 377,000 $ 233,584
Income taxes paid - -
NON-CASH TRANSACTION:
Issuance of common stock, stock options and
warrants for property and services $ 357,866 -
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
Condensed Notes to Financial Statements
April 2, 2000
(1) Basis of Financial Statement Presentation
The accompanying unaudited financial statements included herein have
been prepared by Big Buck Brewery & Steakhouse, Inc. 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 Big Buck believes that
the disclosures made are adequate to make the information not
misleading.
The financial statements for the three months ended April 2, 2000,
include the results of operations for the joint venture described in
Big Buck's Annual Report on Form 10-KSB for the fiscal year ended
January 2, 2000.
The unaudited balance sheet as of April 2, 2000 and the unaudited
statements of operations and cash flows for the three months ended
April 2, 2000, and April 4, 1999, 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 December 31, 2000. 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 Big Buck's Annual Report on Form
10-KSB for the fiscal year ended January 2, 2000. Accordingly, footnote
disclosures which would substantially duplicate the disclosures
contained in the January 2, 2000, 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 Big Buck's Annual Report on Form
10-KSB for the fiscal year ended January 2, 2000.
4
<PAGE>
ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN NON-HISTORICAL 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 BIG BUCK'S SECURITIES ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH ARE QUALIFIED
IN THEIR ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN. PLEASE REFER TO
BIG BUCK'S ANNUAL REPORT ON FORM 10-KSB, FILED ON MARCH 31, 2000, FOR ADDITIONAL
FACTORS KNOWN TO BIG BUCK THAT MAY CAUSE ACTUAL RESULTS TO VARY.
OVERVIEW
Big Buck develops and operates microbrewery/restaurants under the name "Big Buck
Brewery & Steakhouses-TM-." Big Buck currently operates one unit in each of the
following cities in Michigan: Gaylord, Grand Rapids and Auburn Hills. Big Buck
plans to open a fourth unit in Grapevine, Texas, a suburb of Dallas. Scheduled
to open in the second half of 2000, this unit will be operated by Buck & Bass,
L.P. pursuant to a joint venture agreement between Big Buck and Bass Pro Outdoor
World, L.P., a premier retailer of outdoor sports equipment.
Future revenues and profits will depend upon various factors, including market
acceptance of the Big Buck Brewery & Steakhouse concept and general economic
conditions. Big Buck's present sources of revenue are the Gaylord, Grand Rapids
and Auburn Hills units. Big Buck cannot assure you that it will successfully
implement its expansion plans, in which case Big Buck will continue to depend on
the revenues from the existing units. Big Buck also faces all of the risks,
expenses and difficulties frequently encountered in connection with the
expansion and development of a new business. Furthermore, to the extent that Big
Buck's expansion strategy is successful, it must manage the transition to
multiple site, higher volume operations, control increased overhead expenses and
hire additional personnel.
Big Buck's sales and results of operations are expected to fluctuate based on
seasonal patterns. Big Buck 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 Big Buck'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>
QUARTERS ENDED APRIL 2, 2000 AND APRIL 4, 1999
The following table is derived from Big Buck's statements of operations and
expresses the results from operations as a percent of total revenue:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
April 2, April 4,
2000 1999
-------- --------
<S> <C> <C>
REVENUE:
Restaurant sales 97.8% 96.3%
Wholesale beer and gift shop sales 2.2 3.7
-------- -------
Total revenue 100.0 100.0
-------- -------
COSTS AND EXPENSES:
Cost of sales 32.4 32.5
Restaurant salaries and benefits 28.9 30.1
Operating expenses 21.2 19.2
Depreciation and amortization 5.2 5.8
-------- -------
Total costs and expenses 87.8 87.6
-------- -------
Restaurant operating income 12.2 12.4
Preopening expenses - 3.9
General and administrative expenses 10.9 16.2
-------- -------
Income (loss) from operations 1.3 (7.6)
OTHER INCOME (EXPENSE):
Interest expense (9.9) (6.6)
Other income (expense), net (1.1) (0.3)
--------- --------
NET LOSS (9.7%) (14.5%)
========= ========
</TABLE>
6
<PAGE>
RESULTS OF OPERATIONS FOR THE QUARTERS ENDED APRIL 2, 2000 AND APRIL 4, 1999
REVENUES
Revenues increased 10.8% to $3,640,775 in the quarter ended April 2, 2000, from
$3,286,671 in the quarter ended April 4, 1999. The increase was due to increased
marketing efforts and unit level promotions during the first quarter of 2000 and
the fact the first quarter of 1999 was adversely affected by severe winter
weather.
COST OF SALES
Cost of sales, which consists of food, merchandise and brewery supplies,
increased $113,398 to $1,180,980 in the first quarter of 2000 compared to
$1,067,582 for the first quarter of 1999. As a percentage of revenues, cost of
sales decreased to 32.4% in the first quarter of 2000 compared to 32.5% for the
same quarter in 1999. The slight decrease as a percentage of revenues was the
result of improved purchasing and menu engineering offset by rising food prices.
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 $63,636 to $1,053,008 in the first quarter of 2000 compared
to $989,372 for the first quarter in 1999. The increase was due to higher sales
volume. As a percentage of revenues, restaurant salaries and benefits decreased
to 28.9% in the first quarter of 2000 compared to 30.1% in the first quarter of
1999. The decrease as a percentage of revenues was the result of higher
revenues, which caused improved fixed labor efficiency, along with a reduction
in brewery staff.
OPERATING EXPENSES
Operating expenses, which include supplies, utilities, repairs and maintenance,
advertising and occupancy costs, increased $140,393 to $771,564 in the first
quarter of 2000 compared to $631,171 for the first quarter of 1999. As a
percentage of revenues, operating expenses increased to 21.2% in the first
quarter of 2000 as compared to 19.2% for the same period in 1999. The increases
were the result of increased marketing expenses and increased unit level
promotional expenses.
START-UP COSTS
Start-up costs consist of expenses incurred prior to an opening of a new unit,
including, but not limited to, wages and benefits, relocation supplies,
advertising expenses and training costs. Start-up costs for the new unit in
Grapevine, Texas, were $127,151 for the first quarter of 1999. There were no
start-up costs during the first quarter of 2000.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased $134,214 to $396,917 in the
first quarter of 2000 compared to the same quarter in 1999. The decrease was
related to the development cost incurred in 1999 for Big Buck's fourth unit
in Grapevine, Texas. As a percentage of revenues, these expenses decreased to
10.9% in the first quarter of 2000 as compared to 16.2% for the same quarter
in 1999. The decrease as a percentage of revenues reflected the elimination
of certain corporate positions, the implementation of a salary reduction for
corporate staff and a decrease in professional fees for the quarter.
DEPRECIATION
Depreciation expense decreased $558 to $190,008 in the first quarter of 2000
compared to the first quarter of 1999. As a percentage of revenues, these
expenses decreased to 5.2% in the first quarter of 2000 as compared to 5.8% for
the same period in 1999. The decrease in these expenses as a percentage of
revenues reflected the increase in sales.
7
<PAGE>
INTEREST EXPENSE/INTEREST INCOME
Interest expense increased $146,087 to $361,699 in the first quarter of 2000
compared to the first quarter of 1999. The increase reflected interest paid
on outstanding convertible subordinated promissory notes, outstanding
convertible secured promissory notes and the notes to NBD Bank and Crestmark
Bank. As a percentage of revenues, interest expense increased to 9.9% for the
first quarter of 2000 as compared to 6.6% for the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Big Buck used $1,030,248 in cash for the quarter ended April 4, 2000, for
operating activities and generated $394,803 in cash for the quarter ended April
4, 1999, from operating activities. At April 4, 2000, Big Buck had a working
capital deficit of $165,499. In order to fund operations in the short-term, Big
Buck intends to use cash provided by the operations of its three existing units.
During the first quarter of 2000, Big Buck generated $195,000 in net proceeds
from the private placement of $200,000 principal amount of convertible
subordinated promissory notes. In February 2000, Big Buck generated $7,017,000
in net proceeds from the private placement of $7,500,000 principal amount of
convertible secured promissory notes. The NBD Bank and Crestmark Bank notes,
aggregating $2,945,000, were repaid with the net proceeds of such promissory
notes.
Since inception, Big Buck's principal capital requirements have been the funding
of (a) its operations and promotion of the Big Buck Brewery & Steakhouse format
and (b) the construction of units and the acquisition of furniture, fixtures and
equipment for such units. Total capital expenditures for the Gaylord, Grand
Rapids and Auburn Hills units were approximately $6.2 million, $3.2 million and
$10.2 million, respectively.
In September 1999, Bass Pro declared the limited partnership agreement of Buck &
Bass, L.P. and the commercial sublease agreement for the Grapevine site to be
breached and in default due to, among other things, Big Buck's failure to make
its required capital contribution. In February 2000, Big Buck obtained financing
from Wayne County Employees' Retirement System ("WCERS") which enabled it (a) to
repay NBD Bank and Crestmark Bank in full and (b) to make all required capital
contributions and satisfy all subcontractors' liens and claims in connection
with the Grapevine unit. In March 2000, Big Buck and Bass Pro agreed in writing
to the reinstatement of the limited partnership agreement and the sublease.
As of April 2, 2000, Big Buck had contributed $1,753,000 to the limited
partnership which will own and operate the Grapevine unit. Big Buck may be
required to contribute up to an additional $4.5 million, upon ten business days'
notice, to complete construction of the Grapevine unit. Big Buck has available
approximately $3.8 million from the WCERS financing to fund the construction of
the Grapevine unit. Additionally, the Buck & Bass limited partnership agreement
allows for leasing of equipment for the facility, not to exceed $1.5 million.
Therefore, Big Buck anticipates that it will be able to meet the contribution
requirements of the agreement. However, if funds are not available when required
by the joint venture, Big Buck may be in material default under the joint
venture agreement.
A material default by Big Buck under the joint venture agreement entitles Bass
Pro to purchase Big Buck's interest in the joint venture at 40% of book value,
thereby eliminating Big Buck's interest in the Grapevine unit. Further, Bass Pro
has the right to purchase up to 15% of Big Buck's interest in the joint venture,
at 100% of Big Buck's original cost, within 24 months of the opening of the
Grapevine unit; provided, however, that Big Buck's interest in the joint venture
may not be reduced below 51%.
Big Buck granted the following security interests to WCERS in connection with
the February 2000 financing: (a) a pledge of Big Buck's limited partnership
interest in Buck & Bass, L.P., (b) a pledge of Big Buck's shares of the issued
and outstanding common stock of BBBP Management Company, (c) a security
interest, assignment or mortgage, as applicable, in Big Buck's interest in all
assets (now or hereafter owned), ownership interest, licenses, and permits,
including, without limitation, a mortgage encumbering the Gaylord site and
Auburn Hills site. Big Buck also agreed in connection with such financing that
it would not create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any indebtedness, except for
indebtedness incurred in the ordinary course of business not to exceed at any
time more than $1.5 million
8
<PAGE>
in the aggregate. Any such indebtedness, not in the ordinary course of business
or in excess of $1.5 million, requires the approval of WCERS, except that WCERS
will approve any indebtedness incurred to repay Big Buck's obligation to WCERS
so long as such payment does not materially and adversely affect WCERS. Big Buck
also granted to WCERS a right of first refusal pursuant to which WCERS may, for
so long as the convertible note is outstanding or WCERS owns more that 15% of
Big Buck's common stock, elect to purchase securities offered by Big Buck,
within 45 days of the receipt of notice by WCERS, at the same price and on the
same terms and conditions as are offered to a third party.
Big Buck expects that it will continue to require significant capital resources
to fund new unit development and construction. The development of any additional
units will require Big Buck to obtain additional financing. The amount of
financing required for new units depends on the definitive locations, site
conditions, construction costs and size and type of units to be built. There can
be no assurance that financing will be available on terms acceptable or
favorable to Big Buck, or at all. Without such financing, Big Buck's development
plans will be slower than planned or even unachievable.
9
<PAGE>
PART II OTHER INFORMATION
ITEM 2 Changes in Securities and Use of Proceeds Big Buck leases its Auburn
Hills site from one of its shareholders, Michael G. Eyde. On January 19,
2000, Big Buck issued a convertible subordinated promissory note in the
principal amount of $100,000 to Mr. Eyde. Such note matures on January
1, 2001. It may be converted into 52,115 shares of common stock at a
conversion price of $1.9188 per share. On January 26, 2000, Big Buck
issued a warrant to purchase 25,000 shares of common stock to Mr. Eyde
in connection with Mr. Eyde's provision to Wayne County Employees'
Retirement System ("WCERS") of an estoppel letter. Such warrant may be
immediately exercised, has an exercise price of $1.8125 per share and
expires on January 26, 2003. Pursuant to the Auburn Hills lease
agreement, Mr. Eyde may require Big Buck, in certain circumstances, to
repurchase the Auburn Hills site for $4,000,000, plus $200,000 for each
lease year on a pro rata basis. Mr. Eyde originally had a three-year
option to require Big Buck to issue shares of common stock (valued at
$5.00 per share) in payment of the repurchase price. In February 2000,
the lease agreement was amended to enable Mr. Eyde to exercise such
right prior to the expiration of the fourth full lease year and to
provide that Mr. Eyde has the option to require Big Buck to issue shares
of common stock (valued at $4.00 per share) in payment of such
repurchase price.
On January 27, 2000, Big Buck issued convertible subordinated promissory
notes in the aggregate principal amount of $100,000 to two accredited
investors. In connection with such private placement, Big Buck paid
commissions equal to 5% of the gross proceeds ($5,000) to Private
Equity, LLC ("PE"), an investment banking firm. PE assisted Big Buck in
placing the convertible subordinated promissory notes. Each note matures
on January 1, 2001. Each note may be converted into 26,143 shares of
common stock at a conversion price of $1.9125 per share.
On February 4, 2000, Big Buck issued convertible secured promissory
notes in the aggregate principal amount of $7,500,000 to WCERS. In
connection with such private placement, Big Buck paid commissions equal
to 5% of the gross proceeds ($375,000) to PE. PE assisted Big Buck in
placing the convertible secured promissory notes. One such note, in the
principal amount of $1,623,885.26, matures on October 1, 2000. It may be
converted into 671,026 shares of common stock at a conversion price of
$2.42 per share. The other note, in the principal amount of
$5,876,114.74, matures on February 1, 2003. It may be converted into
2,428,146 shares of common stock at a conversion price of $2.42 per
share. In February 4, 2000, Big Buck also issued a warrant to WCERS as
part of the foregoing transaction. Such warrant may be immediately
exercised, has an exercise price of $2.00 per share and expires on
January 27, 2004.
The foregoing issuances were made in reliance upon the exemption
provided in Section 4(2) of the Securities Act. Such securities are
restricted as to sale or transfer, unless registered under the
Securities Act, and certificates representing such securities contain
restrictive legends preventing sale, transfer or other disposition
unless registered under the Securities Act. In addition, the recipients
of such securities received, or had access to, material information
concerning Big Buck, including, but not limited to, Big Buck's reports
on Form 10-KSB, Form 10-QSB and Form 8-K, as filed with the SEC. Other
than as noted above, no underwriting commissions or discounts were paid
with respect to the issuances of such securities.
ITEM 3 Defaults upon Senior Securities
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources" for a discussion
of Big Buck's defaults.
10
<PAGE>
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
The registrant filed the following Current Report on Form 8-K during the
quarter ended April 2, 2000: Current Report on Form 8-K filed on January
4, 2000, relating to a change in the registrant's certifying accountant.
11
<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: May 15, 2000 By /s/ ANTHONY P. DOMBROWSKI
-------------------------------------
Anthony P. Dombrowski
Chief Financial Officer
12
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> APR-02-2000
<CASH> 287,734
<SECURITIES> 3,050,000
<RECEIVABLES> 136,665
<ALLOWANCES> 0
<INVENTORY> 219,595
<CURRENT-ASSETS> 3,994,252
<PP&E> 19,571,592
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,127,569
<CURRENT-LIABILITIES> 4,159,751
<BONDS> 11,215,573
0
0
<COMMON> 54,055
<OTHER-SE> 94,520,572
<TOTAL-LIABILITY-AND-EQUITY> 25,127,569
<SALES> 3,640,775
<TOTAL-REVENUES> 3,640,775
<CGS> 1,180,980
<TOTAL-COSTS> 3,195,560
<OTHER-EXPENSES> 396,917
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 361,699
<INCOME-PRETAX> (352,669)
<INCOME-TAX> 0
<INCOME-CONTINUING> (352,669)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (325,669)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
