Edgar Filing: BIG BUCK BREWERY & STEAKHOUSE INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-QSB/A

ý	QUARTERLY REPORT UNDER SECTION 13 OR 15 d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2003
o	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.
(Exact Name of Small Business Issuer as Specified in Its Charter)

Michigan		38-3196031
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
550 South Wisconsin Street Gaylord, Michigan 49734 (989) 731-0401 (Address of Principal Executive Offices 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 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 ý No o

As of November 10, 2003, the issuer had outstanding 861,997 shares of common stock.

Transitional Small Business Disclosure Format:

Yes o No ý

PART I

ITEM 1 Financial Statements

BIG BUCK BREWERY & STEAKHOUSE, INC.
Consolidated Balance Sheets

			September 28, 2003			December 29, 2002
			(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash		$	676,763		$	1,516,821
	Accounts receivable			153,374			145,811
	Inventories			131,468			216,428
	Prepaids and other			543,021			478,182

		Total current assets		1,504,626			2,357,242
PROPERTY AND EQUIPMENT				18,532,465			21,237,757
ASSETS HELD FOR SALE				1,778,681			—
OTHER ASSETS, net				492,027			534,982

			$	22,307,799		$	24,129,981

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	968,283		$	1,016,370
	Accrued expenses			2,166,432			1,448,647
	Current maturities of long-term obligations			19,091,358			16,311,999

		Total current liabilities		22,226,073			18,777,016
LONG-TERM OBLIGATIONS, less current maturities				—			3,378,737

		Total liabilities		22,226,073			22,155,753

MINORITY INTEREST				427,013			449,452
SHAREHOLDERS' EQUITY:
	Preferred stock, $0.01 par value, 5,000,000 shares authorized; no shares issued and outstanding Common stock, $0.01 par value, 10,000,000 shares authorized; 861,997 shares issued and outstanding			8,620			8,620
	Additional paid-in capital			14,905,621			14,905,621
	Accumulated deficit			(15,259,528	)		(13,389,465	)

		Total shareholders' equity		(345,287	)		1,524,776

			$	22,307,799		$	24,129,981

The accompanying notes are an integral part of these financial statements.

BIG BUCK BREWERY & STEAKHOUSE, INC.
Consolidated Statements of Operations
(Unaudited)

			Three Months Ended						Nine Months Ended
			September 28, 2003			September 29, 2002			September 28, 2003			September 29,2002
REVENUE:
	Restaurant sales		$	3,733,606		$	4,175,807		$	11,176,276		$	12,546,630
	Wholesale and retail sales			24,783			41,326			79,482			109,046

		Total revenue		3,758,389			4,217,133			11,255,758			12,655,676

COSTS AND EXPENSES:
	Cost of sales			1,334,364			1,427,197			3,915,787			4,202,821
	Restaurant salaries and benefits			1,059,711			1,095,167			3,100,624			3,259,271
	Operating expenses			915,099			983,626			2,974,097			2,867,333
	Depreciation			313,956			339,640			963,819			1,000,790
	Preopening expenses and store development costs			—			—			—			19,930
	General and administrative expenses			303,636			434,332			913,689			1,373,426

		Total costs and expenses		3,926,766			4,279,962			11,868,016			12,723,572

LOSS FROM OPERATIONS				(168,377	)		(62,829	)		(612,258	)		(67,895	)
OTHER EXPENSE:
	Interest expense			(429,246	)		(439,245	)		(1,233,043	)		(1,319,845	)
	Other expense/amortization of financing cost			(65,443	)		(89,624	)		(47,194	)		(287,110	)

		Other expense, net		(494,689	)		(528,869	)		(1,280,237	)		(1,606,955	)

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST				(663,066	)		(591,698	)		(1,892,495	)		(1,674,849	)
INCOME TAX EXPENSE				—			—			—			—

LOSS BEFORE MINORITY INTEREST				(663,066	)		(591,698	)		(1,892,495	)		(1,674,849	)
MINORITY INTEREST SHARE OF JOINT VENTURE				6,598			5,868			22,439			8,958

NET LOSS			$	(656,468	)	$	(585,830	)	$	(1,870,056	)	$	(1,665,892	)

BASIC AND DILUTED LOSS PER COMMON SHARE			$	(0.76	)	$	(0.67	)	$	(2.17	)	$	(1.92	)

OUTSTANDING WEIGHTED AVERAGE SHARES				861,997			870,683			861,997			869,595

The accompanying notes are an integral part of these financial statements.

BIG BUCK BREWERY & STEAKHOUSE, INC.
Consolidated Statements of Cash Flows
(Unaudited)

					Nine Months Ended
					September 28, 2003			September 29, 2002
OPERATING ACTIVITIES:
	Net loss				$	(1,870,056	)	$	(1,665,892	)
	Adjustments to reconcile net loss to cash flows used in operating activities
		Depreciation and amortization				996,990			1,236,846
		Minority interest's share of joint venture				(22,439	)		(8,958	)
		Interest paid for with common stock				—			—
		Consulting services paid for with common stock				—			—
		Change in operating assets and liabilities:
			Accounts receivable			(7,563	)		211,028
			Inventories			84,960			16,337
			Prepaids and other			(64,839	)		(80,616	)
			Accounts payable			(48,087	)		(1,229,164	)
			Accrued expenses			717,786			147,365
				Net cash used in operating activities		(213,248	)		(1,443,054	)
INVESTING ACTIVITIES:
	Purchases of property and equipment					(21,618	)		(473,710	)
	Increase in other assets					(5,814	)		(99,571	)
				Net cash used in investing activities		(27,432	)		(573,281	)
FINANCING ACTIVITIES:
	Borrowings under long-term debt					—			5,550,000
	Payments on long-term debt and capital lease obligations					(599,378	)		(2,118,060	)
	Proceeds from sale of common stock					—			2,621
	Repurchase of common stock					—			(19,355	)
	Payment of deferred financing costs					—			(17,775	)
				Net cash provided by (used in) financing activities		(599,378	)		3,347,431
	INCREASE (DECREASE) IN CASH					(840,058	)		1,331,096
	CASH, beginning of period					1,516,821			96,453
	CASH, end of period				$	676,763		$	1,427,549
SUPPLEMENTAL CASH FLOW INFORMATION:
	Interest paid				$	595,775		$	665,182
	Income taxes paid					—			—

The accompanying notes are an integral part of these financial statements.

BIG BUCK BREWERY & STEAKHOUSE, INC.
Condensed Notes to Financial Statements
September 28, 2003

(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 accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 nine months ended September 28, 2003 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 December 29, 2002.

The unaudited balance sheet as of September 28, 2003, the unaudited statements of operations for the three and nine months ended September 28, 2003 and September 29, 2002, and the unaudited statements of cash flows for the nine months ended September 28, 2003 and September 29, 2002 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 28, 2003. 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 December 29, 2002. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the December 29, 2002 audited financial statements have been omitted from these interim financial statements. 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 December 29, 2002.

(2): Current maturities of long-term obligations

As discussed on pages 9-12 of the Form 10-QSB, the Company is out of compliance with its various debt agreements and additional financing is critical. On page eight under "Liquidity and Capital Resources—Overview" is an explanation of cash flows for the nine months ended September 28, 2003.

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: FEBRUARY 23, 2004		By	/s/ ANTHONY P. DOMBROWSKI Anthony P. Dombrowski President, Chief Executive Officer, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number		Description
31		Certification Pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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PART I
BIG BUCK BREWERY & STEAKHOUSE, INC. Consolidated Statements of Operations (Unaudited)
BIG BUCK BREWERY & STEAKHOUSE, INC. Consolidated Statements of Cash Flows (Unaudited)
BIG BUCK BREWERY & STEAKHOUSE, INC. Condensed Notes to Financial Statements September 28, 2003
SIGNATURES
INDEX TO EXHIBITS