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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 SEPTEMBER 24, 2000
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
COMMISSION FILE NUMBER 000-29643
FOUNDERS FOOD & FIRKINS LTD.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1883639
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5831 CEDAR LAKE ROAD
ST. LOUIS PARK, MN 55416
(612) 525-2070
(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 October 31, 2000, there were outstanding 3,807,350 shares of
common stock, $0.01 par value per share, of the registrant. This number includes
1,000,000 units, each consisting of one shares of common stock and one
redeemable Class A Warrant, sold in the registrant's initial public offering.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I FINANCIAL INFORMATION............................................................. 1
ITEM 1 Financial Statements.............................................................. 1
Balance Sheet as of September 24, 2000............................................ 1
Statements of Operations for the thirteen and thirty-nine weeks ended
September 24, 2000 and September 26, 1999......................................... 2
Statements of Cash Flows for the thirty-nine weeks ended September 24, 2000
and September 26, 1999............................................................ 3
Notes to Condensed Financial Statements........................................... 5
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................................... 7
PART II OTHER INFORMATION................................................................. 11
ITEM 1 Legal Proceedings................................................................. 11
ITEM 2 Changes in Securities and Use of Proceeds......................................... 11
ITEM 3 Defaults upon Senior Securities .................................................. 12
ITEM 4 Submission of Matters to a Vote of Security Holders............................... 12
ITEM 5 Other Information................................................................. 12
ITEM 6 Exhibits and Reports on Form 8-K.................................................. 12
SIGNATURES.......................................................................................... 13
EXHIBIT INDEX....................................................................................... 14
</TABLE>
i
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PART I
ITEM 1 Financial Statements
FOUNDERS FOOD & FIRKINS LTD.
CONDENSED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
September 24,
2000
-----------------
<S> <C>
ASSETS:
Current assets:
Cash $ 665,117
Short-term investments 2,162,437
Inventory 39,426
Prepaids and other 31,607
Income taxes receivable 5,371
-----------------
Total current assets 2,903,958
-----------------
Property and equipment, net 3,586,326
Other 16,922
License 162,665
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3,765,913
-----------------
Total assets $ 6,669,871
=================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 226,471
Accrued expenses 155,162
Due to related parties 55,962
Capital lease obligations, current portion 117,000
-----------------
Total current liabilities 554,595
-----------------
Capital lease obligations, net of current portion 2,041,724
-----------------
Shareholders' equity:
Common stock, 3,807,350 shares issued and
outstanding 38,074
Additional paid-in capital 4,412,849
Additional paid in capital 4,412,849
Accumulated deficit (377,371)
-----------------
4,073,552
-----------------
Total liabilities and shareholders' equity $ 6,669,871
=================
</TABLE>
See notes to condensed financial statements.
1
<PAGE>
FOUNDERS FOOD & FIRKINS LTD.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Thirteen weeks ended Thirty-nine weeks ended
---------------------------------------- ------------------------------------
September 26, September 24, September 26, September 24,
1999 2000 1999 2000
------------------- ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Restaurant revenues $ 1,130,308 $ 1,071,136 $ 1,130,308 $ 2,928,465
------------------ ------------------ ---------------- ---------------
Restaurant costs:
Food and beverage 316,882 311,405 316,882 866,336
Labor 450,267 361,259 450,267 996,051
Direct and occupancy 164,014 180,653 164,014 539,449
Depreciation 54,219 60,020 54,219 179,823
------------------ ------------------ ---------------- ---------------
Total restaurant costs 985,382 913,337 985,382 2,581,659
------------------ ------------------ ---------------- ---------------
Income from restaurant operations 144,926 157,799 144,926 346,806
Pre-opening costs 2,713 194,193 7,163
General and administrative 18,539 129,793 33,689 268,159
------------------ ------------------ ---------------- ---------------
Operating income (loss) 126,387 25,293 (82,956) 71,484
Net interest (expense) income (55,060) (1,972) (49,639) (94,430)
------------------- ------------------- ----------------- ----------------
Income (loss) before taxes 71,327 23,321 (132,595) (22,946)
Income tax (expense) benefit (5,421) 34,432
------------------- ------------------ ---------------- ---------------
Net income (loss) $ 65,906 $ 23,321 $ (98,163) $ (22,946)
================== ================== ================= ================
Earnings (loss) per common share $ .03 $ .01 $ (.05) $ (.01)
================== ================== =============== ===============
Earnings (loss) per common share,
assuming dilution $ .03 $ .01 $ (.05) $ (.01)
================== ================== =============== ===============
Weighted average shares
outstanding 1,969,500 3,807,350 1,969,500 2,694,780
================== ================== ================ ===============
Weighted average shares
outstanding, assuming dilution 1,969,500 3,908,432 1,969,500 3,285,895
================== ================== ================ ===============
</TABLE>
See notes to condensed financial statements.
2
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FOUNDERS FOOD & FIRKINS LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Thirty-nine weeks ended
---------------------------------------
September 26, September 24,
1999 2000
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<S> <C> <C>
Cash flows from operating activities, net loss $ (98,163) $ (22,946)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 54,219 179,823
Deferred income taxes (38,184)
Change in assets and liabilities:
Decrease (increase) in:
Inventory (42,242) (3,394)
Prepaids and other (41,496) (3,392)
Other 8,350
Increase (decrease) in:
Accounts payable 123,005 67,361
Accrued expenses 116,957 (20,095)
----------------- ------------------
Net cash provided by operating activities 74,096 205,707
----------------- -----------------
Cash flows from investing activities:
Purchase of:
Short-term investments (2,162,437)
Property and equipment (1,223,176) (528,232)
Trademark (10,779)
License (162,665)
----------------- ------------------
Net cash used in investing activities (1,233,955) (2,853,334)
------------------ ------------------
Cash flows from financing activities:
Net proceeds from issuance of common stock 3,313,994
Sale of warrants to underwriter 100
Proceeds from capital lease 750,000
Due to related parties 3,640 (26,039)
Payments on:
Note payable (386,999)
Capital lease obligations (40,896) (82,984)
------------------ ------------------
Net cash provided by financing activities 325,745 3,205,071
----------------- -----------------
</TABLE>
See notes to condensed financial statements.
3
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FOUNDERS FOOD & FIRKINS LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Thirty-nine weeks ended
---------------------------------------
September 26, September 24,
1999 2000
----------------- -----------------
<S> <C> <C>
Net increase (decrease) in cash $ (834,114) $ 557,444
Cash, beginning 1,090,218 107,673
----------------- -----------------
Cash, ending $ 256,104 $ 665,117
================== =================
Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes $ 17,140
=================
Interest $ 52,242 $ 144,667
================= =================
Supplemental schedule of non-cash investing and financing activities:
Building acquired under capital lease obligation $ 1,558,459
=================
Equipment and furniture acquired through issuance of
note payable $ 455,471
=================
Equipment included in accounts payable $ 3,239
=================
Common stock tendered in lieu of payment to exercise warrant $ 750,000
=================
Warrants tendered in lieu of payments to exercise warrant $ 254
=================
Offering costs included in accounts payable $ 35,287
=================
</TABLE>
See notes to condensed financial statements.
4
<PAGE>
FOUNDERS FOOD & FIRKINS LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Thirteen and thirty-nine weeks ended September 26, 1999 and September 24, 2000
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION:
Nature of business:
Founders Food & Firkins Ltd. (the "Company") was formed to develop and
operate casual dining restaurants featuring on-premise breweries. The
Company is developing these restaurant-breweries in selected markets
throughout the United States. The theme is casual dining with a wide
variety of menu items that are prepared fresh daily, combined with freshly
brewed hand-crafted beers made on-premise. The first facility in St. Cloud,
Minnesota, known as the Granite City Food & Brewery, includes a
full-service 250-seat restaurant and bar area. A second facility located in
Sioux Falls, South Dakota, is under development. The Company also intends
to explore off-premise sales of its hand-crafted beers through the
supervised use of contract brewers.
Interim financial statements:
The condensed financial statements of the Company for the thirteen weeks
and thirty-nine weeks ended September 26, 1999 and September 24, 2000 have
been prepared by the Company without audit by the Company's independent
auditors. In the opinion of the Company's management, all adjustments
necessary to present fairly the financial position of the Company at
September 24, 2000 and the results of operations and cash flows and for the
periods ended September 26, 1999 and September 24, 2000 have been made.
Those adjustments consist only of normal and recurring adjustments.
Certain information and note disclosures normally included in the Company's
annual financial statements have been condensed or omitted. These condensed
financial statements should be read in conjunction with a reading of the
financial statements and notes thereto included in the Company's Form SB-2
registration statement filed May 15, 2000 with the Securities and Exchange
Commission.
The results of operations for the thirteen and thirty-nine weeks ended
September 24, 2000 are not necessarily indicative of the results to be
expected in a full year.
Initial public offering:
The Company's initial public offering went effective on June 6, 2000. As a
result of this offering, the Company sold 1,000,000 units for $4.125 per
unit, each unit consisting of one share of common stock and one redeemable
Class A warrant. Net proceeds from this offering were $3,270,242. In
conjunction with this offering, Brewing Ventures LLC exercised a warrant to
purchase 1,000,000 shares of common stock at $0.75 per share by tendering
187,500 shares of common stock to the Company, which were subsequently
cancelled.
5
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FOUNDERS FOOD & FIRKINS LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Thirteen and thirty-nine weeks ended September 26, 1999 and September 24, 2000
2. SIOUX FALLS DEVELOPMENTS:
Lease agreement:
On June 14, 2000, the Company entered into a lease agreement for the land
and building associated with the restaurant and brewery under construction
in Sioux Falls, South Dakota. The lease is contingent upon the lessor
completing all tenant improvements. The twenty-year lease term will
commence sixty days after the building is ready for occupancy. Total
payments over the twenty-year term will be $6,284,000 plus percentage rent.
The lease is personally guaranteed by two executive officers who are also
members of the Company's Board of Directors.
Property and equipment:
Included in property and equipment at September 24, 2000 is $511,882 of
leasehold improvements and equipment costs related to the restaurant
brewery in Sioux Falls, South Dakota, of which $464,151 was incurred during
the thirty-nine weeks ended September 24, 2000. As of September 24, 2000,
no depreciation has been taken on these assets.
6
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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 OUR 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
OUR CURRENT REPORT ON FORM 8-K, FILED ON JULY 5, 2000, FOR ADDITIONAL FACTORS
KNOWN TO US THAT MAY CAUSE ACTUAL RESULTS TO VARY.
OVERVIEW
We operate a casual dining restaurant featuring an on-premises brewery
in St. Cloud, Minnesota, which commenced operations in June 1999. We expect to
develop more restaurant breweries in selected markets throughout the United
States.
Our concept is to provide fresh, high-quality, made-to-order food and
handcrafted beers. We offer a broad menu of traditional and regional foods
served in generous portions at reasonable prices, designed to offer customers an
excellent value and pleasant dining experience.
Our revenues are derived primarily from the sale of food and alcoholic
beverages. Sales of alcoholic beverages accounted for approximately 21.2% and
21.9% of revenues for the thirteen and thirty-nine weeks ended September 24,
2000, respectively.
We have targeted Sioux Falls, South Dakota, and Fargo, North Dakota, as
locations for the development of our next two restaurant-microbreweries over the
next 9 months. In June 2000, we signed a lease commitment and in July 2000 our
contractor broke ground on the development of the Sioux Falls location.
Currently, favorable weather conditions have allowed construction of the
restaurant site to progress rapidly, so we are anticipating a mid-December 2000
opening. However, unanticipated changes in weather conditions could result in
construction delays. In addition, we may experience difficulties attracting and
training new employees to adequately staff the operations during the holiday
season. Events such as these could delay the opening of the new restaurant
brewery in Sioux Falls until January 2001. We are presently in negotiations to
secure a lease for a location in the Fargo area.
Our new restaurants can be expected to incur above-average costs during
the first few months of operation. Our policy is to expense all pre-opening
costs as incurred. We expect the timing of new restaurant openings to have a
significant impact on restaurant revenues and expenses. We believe that we will
incur a significant portion of pre-opening costs associated with a new
restaurant within the quarter immediately preceding, and the month of, the
opening of such restaurant. We expect to incur pre-opening costs of
approximately $175,000 for each new restaurant. These costs include employee
recruiting, training and other initial expenses incurred in connection with
opening a new restaurant.
The average cash investment for leasehold improvements, furniture, and
equipment, excluding pre-opening expenses, required to open each of our
restaurants is estimated to be approximately $1.8 million. We plan to finance
our new restaurants through a combination of working capital, facility leases,
equipment financing, and other sources. The average cash investment, including
pre-opening expenses required to open each new restaurant is approximately $2.0
million.
7
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THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2000
The following table compares operating results expressed as a
percentage of total revenue for the thirteen and thirty-nine weeks ended
September 24, 2000.
<TABLE>
<CAPTION>
Thirteen Thirty-Nine
Weeks Ended Weeks Ended
September 24, 2000 September 24, 2000
------------------ ------------------
<S> <C> <C>
Restaurant revenues: 100.0% 100.0%
Restaurant costs:
Food and beverage 29.1 29.6
Labor 33.7 34.0
Direct and occupancy 16.9 18.4
Depreciation 5.6 6.2
Total restaurant costs 85.3 88.2
Income from restaurant operations 14.7 11.8
Corporate costs:
Pre-opening costs 0.2 0.2
General and administrative 12.1 9.2
Operating income 2.4 2.4
Net interest expense (0.2) (3.2)
Income (loss) before taxes 2.2 (0.8)
Income tax (expense) benefit -- --
Net income (loss) 2.2% (0.8)%
</TABLE>
RESULTS OF OPERATIONS FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 24,
2000 AND SEPTEMBER 26, 1999
REVENUE
Our initial restaurant, located in St. Cloud, Minnesota, opened for
business on June 30, 1999. Therefore, a comparison of restaurant operations for
the thirty-nine weeks ended September 24, 2000 and September 26, 1999 is not
meaningful and, in general, has not been presented.
Food and beverage revenues for the thirteen weeks ended September 24,
2000 were $1,071,136 compared to $1,130,308 during the comparable period ended
September 26, 1999. As we open a restaurant, we seek to attract a high customer
count in hopes that these customers will develop into a stable customer base.
The decrease in revenues can be expected due to the "honeymoon effect"
experienced during a restaurant's initial eight weeks after opening. Our average
weekly revenues in September 1999 (after the "honeymoon effect" ended) were
$77,440 and for the similar period in 2000, our average weekly revenues were
$79,100. We expect an increase in revenue with the opening of the Sioux Falls,
South Dakota, restaurant in December 2000 or January 2001.
RESTAURANT COSTS
Food and beverage costs for the thirteen weeks ended September 24, 2000
were $311,405, or 29.1% of total revenues, compared to $316,882, or 27.9% of
total revenues, for the same period ended September 26, 1999. As a percentage of
revenue, food and beverage costs increased due to the stabilization of the
business model. In the comparable quarter of 1999, we experienced vendor
discounts due to the restaurant opening and
8
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we were in the process of refining inventory controls over our brewing
operations for consistency. These factors led to lower food and beverage costs
than we would expect in established operations.
Labor costs for the thirteen weeks ended September 24, 2000 were
$361,259, or 33.7% of total revenues, which is $89,008 lower than labor costs of
$450,267, or 39.8% of total revenues, for the thirteen weeks ended September 26,
1999. During a restaurant opening, we intentionally over-staff the restaurant to
ensure that our customers have a favorable dining experience and to allow for
training of employees. The labor costs for the thirteen weeks ended September
24, 1999 reflect this over-staffing and the 2000 costs for the similar period
are in line with our expectations for labor costs in an established restaurant.
Direct and occupancy expenses for the thirteen weeks ended September
24, 2000 were $180,653, or 16.9% of total revenues, compared to $164,014, or
14.5% of total revenues, for the similar 1999 period. This expense level has
increased since we reaped the efficiencies of the initial stocking of supplies
and the newness of the equipment in the initial quarter of operation and now we
are operating in a more stabilized cost structure.
Depreciation expense for the thirteen weeks ended September 24, 2000
and September 26, 1999 was $60,020, or 5.6% of total revenues, and $54,219, or
4.8% of total revenues, respectively. The increase in depreciation reflected
incidental purchases of equipment and furnishings.
OTHER EXPENSES
Pre-opening costs decreased $187,030 to $7,163, or 0.2% of total
revenues, in the thirty-nine weeks ended September 24, 2000 from $194,193, or
17.2% of total revenues, for the thirty-nine weeks ended September 26, 1999. The
expenses incurred during the 1999 period were attributable to opening of the
initial restaurant in St. Cloud whereas the expenses incurred during the 2000
period represented the first pre-opening costs incurred in connection with the
second restaurant to be located in Sioux Falls. Current year pre-opening
expenses will increase in the fourth quarter 2000 as we approach the opening
date of the Sioux Falls restaurant.
General and administrative costs for the thirty nine weeks ended
September 24, 2000 were $268,159, compared to $33,689 for similar period ended
September 26, 1999, representing an increase of $234,470. The increase was
attributable to the hiring of the Vice President of Operations and Corporate
Chef, both of whom are responsible for overall quality of the restaurants and
expansion to new locations, as well as increased corporate and professional
expenses incurred since the opening of our first restaurant on June 30, 1999. We
have also incurred certain additional accounting and legal expenses in
connection with our initial public offering in June 2000 as well as operating as
a public company. Further, since our executive officers will receive no
compensation throughout 2000, compensation payable to the executive officers
will increase general and administrative costs starting in 2001.
Net interest expense for the thirteen weeks ended September 24, 2000
was $1,972, or 0.2% of total revenues, representing a decrease of $53,088 from
that incurred during the similar 1999 period. The reduction was due principally
to the increase in interest income earned on the proceeds from our initial
public offering. Net interest expense for the thirty-nine weeks ended September
24, 2000 was $94,430, or 3.2% of total revenues, representing an increase of
$44,791 from that incurred during the thirty-nine weeks ended September 26,
1999. The increase was due principally to interest expense on the capital lease
obligations and equipment loans entered into in June 1999 with the opening of
our St. Cloud restaurant.
LIQUIDITY AND CAPITAL RESOURCES
We require capital principally for the development, construction and
opening of new restaurants. We have financed our requirements to date
principally through net proceeds from our initial public offering and previous
private placements, borrowings under capital lease obligations and short-term
secured loans. New
9
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Brighton Ventures, Inc., an entity owned and controlled by certain members of
our executive management, has also advanced money to us from time to time. We
have made periodic repayments of these advances.
Our operating activities, as detailed in the Statement of Cash Flows,
provided $205,707 of net cash during the thirty-nine weeks ended September 24,
2000, representing an increase of $131,611 over the $74,096 generated in the
comparable period of 1999. Using the net cash provided by operations and our
initial public offering, we have made purchases of equipment, principally for
our new Sioux Falls location, of $528,232 and of a Sioux Falls liquor license
for $162,665. During the thirty-nine weeks ended September 24, 2000, we reduced
our capital lease obligations and debt owed to related parties by $82,984 and
$26,039, respectively. In addition, we have invested excess cash of $2,162,437
in short-term investments with staggered maturity dates designed to correspond
with the construction and opening needs of our future restaurants.
During the thirty-nine weeks ended September 26, 1999, we used $74,096
of net cash provided by operations, combined with the proceeds from capital
lease obligations of $750,000 and cash on hand from a 1999 private placement to
invest $1,223,176 in the property and equipment of our St. Cloud restaurant. We
also made debt payments of $40,896 on capital lease obligations and debt
payments of $386,999 on a note payable.
IMPACT OF INFLATION
The primary inflationary factors affecting operations include food and
labor costs. A large number of our employees are paid at the federal and state
established minimum wage levels and, accordingly, changes in such wage levels
affect our labor costs. Since the majority of personnel are tipped employees,
minimum wage changes will have little effect on labor costs. To date inflation
has not had a material impact on operating margins.
EMPLOYEES
We compete with other companies for qualified personnel, especially
management. A shortage of qualified personnel could materially affect us. We
have not experienced a shortage of qualified personnel to date and our
management believes the risk of a shortage to be minimal at this time.
SITE LOCATIONS
We compete in the marketplace for qualified restaurant locations. We
believe that our strategy of placing restaurants in second-tier markets is
viable; however, there can be no assurance that we can find enough qualified
sites to continue our expansion plans.
CONSUMER TASTE
The restaurant industry is highly competitive and subject to changes in
consumer tastes. We believe that we have the ability to respond quickly to
changing tastes and preferences because of the flexibility of our format and
experience of our management.
SEASONALITY AND QUARTERLY RESULTS
We expect that our sales and earnings will fluctuate based on seasonal
patterns. We anticipate that our highest sales and earnings will occur in the
second and third quarters due to the milder climate during those quarters in our
existing and proposed markets.
10
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PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
Not applicable.
ITEM 2 Changes in Securities and Use of Proceeds
(d) Use of Proceeds from Registered Securities
Our registration statement on Form SB-2 (File No.
333-93459) was declared effective by the SEC on June
6, 2000.
Through September 24, 2000, we had paid total
expenses of $819,471 in connection with our initial
public offering. Such expenses represent: (1)
$412,500 in underwriting discounts and commissions
paid to our underwriter, (2) $123,750 in expenses
paid to our underwriter, (3) $108,449 paid to our
attorneys, (4) $92,935 paid to our printer, (5)
$38,220 in fees and expenses paid to our accountants,
(6) $12,964 in blue sky filing fees, (7) $8,782 in
Nasdaq listing fees, (8) $6,000 in public relations
expenses, (9) $3,628 to our transfer agent, (10)
$3,372 in SEC registration fees, (11) $1,549 in NASD
filing fees, and (12) $7,322 in reimbursement to
officers for out-of-pocket expenses advanced in
connection with the offering. During the fourth
quarter of 2000, we expect to pay the following
additional expenses in connection with our initial
public offering: (1) $22,171 to our underwriter's
attorneys and (2) $8,116 to our attorneys. With the
exception of reimbursements for advanced costs, none
of the foregoing expenditures represent direct or
indirect payments to our directors, officers or their
associates, to persons owning 10% or more of any
class of our equity securities, or to our affiliates.
After deducting the total paid and estimated expenses
of our initial public offering, we believe that our
net proceeds will be approximately $3,275,242.
From the effective date of the registration statement
on Form SB-2 through September 24, 2000, we had used
$662,169 of the net proceeds. Of such amount, we used
(1) $464,151 for the development of our Sioux Falls
location and (2) $198,018 for the repayment of
indebtedness to, and reimbursement of expenses
advanced by, New Brighton Ventures, Inc. ("NBV"). NBV
is the entity through which Steven J. Wagenheim,
President, Chief Executive Officer and Director of
our company, and Mitchel I. Wachman, Chief Financial
Officer, Secretary and Director of our company, own a
Champps restaurant in New Brighton, Minnesota. The
Sioux Falls expenditures represent downpayments on
(1) restaurant equipment of $159,850, (2) tenant
improvements to the building of $169,459, (3) brewery
equipment of $98,493, and (4) audio/visual equipment
of $36,349. The payments to NBV represent: (1)
repayment of $152,500 which we borrowed from NBV in
February 2000 and used to purchase a liquor license
in Sioux Falls, South Dakota, (2) repayment of a
$25,000 advance from NBV which we paid to our
underwriter as part of the $123,750 expense allowance
discussed above, (3) repayment of a $17,000 advance
from NBV which we paid to the architect of our Sioux
Falls location, and (4) repayment of a $3,518 advance
from NBV which we used to pay a portion of the
$12,964 in blue sky filing fees discussed above. All
remaining net proceeds were invested in an interest
bearing savings account and certificates of deposit
as of September 24, 2000.
11
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ITEM 3 Defaults upon Senior Securities
Not applicable.
ITEM 4 Submission of Matters to a Vote of Security Holders
Not applicable.
ITEM 5 Other Information
Not Applicable.
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule.
(b) Reports on Form 8-K
The registrant filed a Current Report on Form 8-K on
July 5, 2000, containing the registrant's cautionary
statement.
12
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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.
FOUNDERS FOOD & FIRKINS LTD.
Date: October 31, 2000 By /s/ Mitchel I. Wachman
-----------------------------
Mitchel I. Wachman
Chief Financial Officer
13
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
27 Financial Data Schedule.
</TABLE>
14
