-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DbNcpC6+GDm22qMMLWNovvGl14W/TqXMx2SnhsKMs40ZW06PSfmzQg6g/Lo5idfg 2qgPGE/BC8CsfkHHlxJMUA== 0000912057-96-026895.txt : 19961120 0000912057-96-026895.hdr.sgml : 19961120 ACCESSION NUMBER: 0000912057-96-026895 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960929 FILED AS OF DATE: 19961118 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHIGAN BREWERY INC CENTRAL INDEX KEY: 0001009652 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 383196031 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20845 FILM NUMBER: 96668666 BUSINESS ADDRESS: STREET 1: 1999 WALDEN DR STREET 2: P.O. BOX 1430 CITY: GAYLORD STATE: MI ZIP: 49735 BUSINESS PHONE: 5177310401 MAIL ADDRESS: STREET 1: 1999 WALDEN DR STREET 2: PO BOX 1430 CITY: GAYLORD STATE: MI ZIP: 49735 10QSB/A 1 FORM 10-QSB/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB/A (Mark One) /X/ QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended September 29, 1996 / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number 0-20845 MICHIGAN BREWERY, INC. (Exact name of Registrant as specified in its charter) Michigan 38-3196031 (State of other jurisdiction of (IRS Employer Identification No.) incorporation or organization 1999 WALDEN DRIVE GAYLORD, MICHIGAN 49735 (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 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 November 11, 1996 , there were outstanding 5,275,000 shares of common stock, $.01 par value, of the registrant. MICHIGAN BREWERY, INC. FORM 10-QSB/A INDEX PAGE NUMBER ------ PART I FINANCIAL INFORMATION Item 1 Financial Statements Balance Sheets as of September 29, 1996 and December 31, 1995 1 Statements of Operations for the three months 2 ended September 29, 1996 and for the thirteen weeks ended September 30, 1995 and for the nine months ended September 29, 1996 and for the thirty-nine weeks ended September 30, 1995 Statements of Cash Flows for the nine months 3 ended September 29, 1996 and for the thirty- nine weeks ended September 30, 1995 Notes to Financial Statements 4 Item 2 Management's Discussion and Analysis of 5 Financial Condition and Results of Operations PART II OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K 9 SIGNATURES 10 EXHIBIT INDEX 11 MICHIGAN BREWERY, INC. BALANCE SHEETS SEPTEMBER 29, DECEMBER 31, ASSETS 1996 1995 ---- ---- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents 6,390,061 339,062 Inventories 152,426 140,195 Prepaids and other 159,857 36,236 ------- ------ Total current assets 6,702,344 515,493 PROPERTY AND EQUIPMENT, net 8,514,020 5,751,313 OTHER ASSETS, net 90,372 85,785 ------ ------ 15,306,736 6,352,591 ---------- --------- ---------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade 161,067 246,246 Accounts payable - related party 30,972 480,986 Accrued expenses 69,086 145,496 Notes payable to shareholders - 300,000 Line of credit - 325,000 Current maturities of long-term debt 250,080 731,068 ------- ------- Total current liabilities 511,205 2,228,796 LONG-TERM DEBT, less current maturities 2,277,474 2,714,141 --------- --------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock, $.01 par value, 10,000,000 shares authorized; 5,275,000 and 2,500,000 shares issued and outstanding 52,750 25,000 Warrants 26,150 18,600 Class A warrants 127,500 Additional paid-in capital 14,150,961 2,482,470 Accumulated deficit (1,839,304) (1,116,416) ---------- ---------- Total shareholders' equity 12,518,057 1,409,654 ---------- ---------- 15,306,736 6,352,591 ---------- --------- ---------- --------- The accompanying notes are an intergral part of these balance sheets. 1 MICHIGAN BREWERY, INC. STATEMENTS OF OPERATIONS (UNAUDITED)
Thirteen Weeks Three Months Thirty-nine Nine Months Ended Ended Weeks Ended Ended September 29, September 30, September 29, September 30, 1996 1995 1996 1995 ------------- ------------- ------------ ------------- REVENUE: Restaurant sales $1,361,226 $1,245,679 $3,134,995 $1,530,164 Wholesale beer and gift shop sales 179,703 113,675 348,431 137,863 ------- ------- ------- ------- TOTAL REVENUE 1,540,929 1,359,354 3,483,426 1,668,027 COSTS AND EXPENSES: Cost of sales 556,601 621,062 1,284,880 887,465 Restaurant salaries and benefits 369,923 401,983 965,389 570,961 Operating expenses 271,083 315,131 854,268 537,627 Depreciation and amortization 108,413 65,567 356,560 109,278 ------- ------ ------- ------- Total costs and expenses 1,306,020 1,403,743 3,461,097 2,105,331 --------- --------- --------- --------- Restaurant Operating Income ( Loss) 234,909 (44,389) 22,329 (437,304) General and Administrative Expenses 273,474 65,998 604,865 101,137 ------- ------ ------- ------- LOSS FROM OPERATIONS (38,565) (110,387) (582,536) (538,441) Interest expense 66,427 77,667 277,664 171,847 Interest income (112,576) - (137,312) - -------- -------- -------- -------- NET INCOME (LOSS) $7,584 ($188,054) ($722,888) ($710,288) ------ -------- -------- -------- ------ -------- -------- -------- NET LOSS PER COMMON SHARE $0.00 ($0.07) ($0.20) ($0.28) ----- ----- ----- ----- ----- ----- ----- ----- WEIGHTED AVERAGE SHARES OUTSTANDING 5,248,626 2,603,709 3,663,095 2,497,412 --------- --------- --------- --------- --------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements. 2 MICHIGAN BREWERY, INC. STATEMENTS OF CASH FLOWS
Thirty-nine Nine Months Weeks Ended Ended SEPTEMBER 29, SEPTEMBER 30, 1996 1995 ---- ---- OPERATING ACTIVITIES: Net loss ($722,888) ($710,288) Adjustments to reconcile net loss to cash flows used in operating activities- Depreciation and amortization 356,560 109,278 Change in operating assets and liabilities: Inventories (12,231) (158,051) Prepaids and other (128,208) (20,682) Accounts payable (535,193) 874,419 Accrued expenses (76,410) 54,596 ----- ------ Net cash provied by (used in) operating activities (1,118,370) 149,272 ---------- -------- INVESTING ACTIVITIES: Purchases of property and equipment, net (2,978,540) (4,991,540) ---------- ---------- FINANCING ACTIVITIES: Proceeds from line-of-credit borrowings 325,000 Payments on line-of-credit borrowings (325,000) 0 Net proceeds from initial public offering of units including over-allotment 11,411,250 0 Payments on debt to shareholders (300,000) (250,000) Proceeds from long-term debt 750,000 2,688,835 Payments on long-term debt (1,417,655) 0 Proceeds from issuance of common stock 647,500 4,750 Proceeds from issuance of warrants 7,550 0 Capital Contributions 0 2,100,720 Payment of financing costs (147,802) (70,322) Payment of public offering costs (477,934) 0 ------- -------- Net cash provided by financing activities 10,147,909 4,798,983 ---------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,050,999 (43,285) CASHAND CASH EQUIVALENTS, beginning of period 339,062 181,185 ------- ------- CASH AND CASH EQUIVALENTS, end of period $ 6,390,061 $137,900 ---------- -------- ---------- -------- SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 300,658 $147,495 Income taxes paid $ - $ - NONCASH TRANSACTION: Conversion of debt to common stock $ 250,000 $ -
The accompanying notes are an integral part of these financial statements. 3 MICHIGAN BREWERY, INC. Notes to Financial Statements September 29, 1996 (1) The accompanying financial statements included herein have been prepared by Michigan Brewery, Inc. (the Company), without audit, 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 made are adequate to make the information contained herein not misleading. The unaudited balance sheet as of September 29, 1996 and the unaudited statements of operations for the thirteen and thirty-nine weeks ended September 29, 1996 and the unaudited statement of cash flows for the thirty-nine weeks ended September 29, 1996 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 29, 1996. 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 Registration Statement on Form SB-2. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the December 31, 1995 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 Registration Statement. (2) On June 13, 1996, the Securities and Exchange Commission declared effective a Registration Statement on Form SB-2 relating to the initial public offering of the Company's 2,450,000 units, each unit consisting of one share of common stock and one redeemable Class A warrant. Following the effective date of the Registration Statement, the Company issued 2,450,000 units at $5.00 per unit and the Company received net proceeds of $10,963,750 million on June 18, 1996. The financial statements reflect the effect of this offering net of transaction related expenses. On July 25, 1996, the underwriters exercised a portion of their overallotment option and the Company issued 100,000 additional units at $5.00 per unit. The Company received net proceeds of $447,500 on July 30, 1996. (3) Effective January 1, 1996, the Company changed its fiscal year from a calendar year-end to a 52-53 week year. Accordingly, the quarter ended September 29, 1996 consisted of thirteen weeks and the three quarters ended September 29, 1996 consisted of thirty-nine weeks. The quarter ended September 30, 1995 consisted of thirteen weeks and one day and the three quarters ended September 30, 1995 consisted of thirty-nine weeks. The Company believes that the change in reporting periods does not have a material effect on the comparability of the accompanying financial statements. (4) The Company had been an S corporation since inception for federal income tax purposes. As a result, the Company's losses were, for federal and state income tax purposes, included in the personal tax returns of the Company's shareholders. The Company entered into a financing agreement, with Pyramid Partners, L.P. for the issuance of a convertible note which was convertible into 75,000 shares of common stock and included warrants to purchase 62,500 shares of common stock, which terminated the S corporation status effective December 21, 1995. As of September 29, 1996, the Company had net operating loss carryforwards for income tax purposes of approximately $1.1 million. These net operating loss carryforwards expire in the year 2011. Because of the lack of profitability, a full valuation allowance has been recorded against the net deferred tax asset. 4 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. Overview The Company was capitalized in 1994 to develop, own and operate microbrewery/restaurants with the name Big Buck Brewery and Steakhouses (Big Buck Breweries). Until May 1995 when the Gaylord Brewery opened, the Company had no operations or revenues and its activities were devoted solely to development. Future revenues and profits will depend upon various factors, including market acceptance of Big Buck Breweries and general economic conditions. The Company's present sole source of revenue is the Gaylord Brewery. 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 Gaylord Brewery. 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 sites, higher volume operations, the control of overhead expenses and the addition of necessary 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 brewery openings. Because of the seasonality of the Company's business and the impact of new brewery 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. The Company has purchased a 6.1 acre site on Opdyke Road in Auburn Hills, Michigan. The site is just off of Interstate 75 at exit 79. The new facility will encompass 26,372 square feet including brewery, bar and restaurant. Seating capacity in the restaurant will be just under 400 and the bar will accommodate nearly 270. Construction is expected to begin by late November provided that final approval by the city of Auburn Hills is received. The Company anticipates opening the brewery during the third quarter of 1997. The Company expects to close on the purchase of the Grand Rapids, Michigan site by year ended provided that approval is received from the city of Grand Rapids. The site is an existing structure of approximately 8,200 square feet and is located on 28th Street in Grand Rapids. Seating capacity will be around 280 for restaurant and bar combined. Opening for the Grand Rapids facility is expected to be in the first quarter of 1997. 5 QUARTERS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 29, 1996 AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 1996 The following table is derived from the Company's statements of operations and expresses the results from operations as a percent of total revenue:
Thirteen Three Thirty-Nine Nine Weeks Months Weeks Months Ended Ended Ended Ended September 29, September 30, September 29, September 30, 1996 1995 1996 1995 ---- ---- ---- ---- REVENUE: Restaurant sales 88.3% 91.6% 90.0% 91.7% Wholesale beer and gift shop sales 11.7% 8.4% 10.0% 8.3% ----- ---- ----- ---- Total revenue 100.0% 100.0% 100.0% 100.0% ----- ----- ----- ----- ----- ----- ----- ----- COST AND EXPENSES: Cost of sales 36.1% 45.7% 36.9% 53.2% Restaurant salaries and benefits 24.0% 29.6% 27.7% 34.2% Operating expenses 17.6% 23.2% 24.5% 32.2% Depreciation and amortization 7.0% 4.8% 10.2% 6.6% ---- ---- ----- ---- Total costs and expenses 84.7% 103.3% 99.3% 126.2% ----- ----- ----- ----- Restaurant Operating Income or (Loss) 15.3% (3.3%) 0.7% (26.2%) General and Administrative Expenses 17.7% 4.9% 17.4% 6.1% ----- ---- ----- ---- LOSS FROM OPERATIONS (2.4%) (8.2%) (16.7%) (32.3%) Interest expense, net (3.0%) 5.7% 4.1% 10.3% ----- ---- ---- ----- NET INCOME (LOSS) 0.6% (13.9%) (20.8%) (42.6%) ---- ----- ----- -----
RESULTS OF OPERATIONS REVENUES Revenues increased $181,575 to $1,540,929 in the quarter ended September 29, 1996 from $1,359,354 in the quarter ended September 30, 1995. For the thirty-nine weeks ended September 29, 1996, revenues increased $1,815,3999 to $3,483,426 from $1,668,027 for the nine months ended September 30, 1995. The increase in the quarterly revenues is due to improved operating efficiencies including a decrease in cooking times and an increase in overall check average from improved training and development of the staff in the area of selling the menu. The large increase in the year to date figures is due the Gaylord Brewery being open for only 128 days thru September 30, 1995, opening to the public on May 26, 1995. COST OF SALES Cost of sales, which consists of food, merchandise and brewery supplies, decreased $64,461 to $556,601 in the third quarter of 1996 from the third quarter of 1995 and increased $397,415 to $1,284,880 for the thirty-nine weeks ended September 29, 1996 compared to the nine months ended September 30, 1995. As a percentage of revenues, cost of sales decreased to 36.1% in the third quarter of 1996 from 45.7% for the third quarter of 1995 and decreased to 36.9% for the thirty-nine weeks ended September 29, 1996 from 53.2% for the nine months ended September 30, 1995. These decreases are the result of price increases, operating efficiencies, improved purchasing efficiencies and more experienced kitchen management. 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, decreased $32,060 to $369,923 in the 6 third quarter of 1996 compared to the second quarter in 1995 and increased $394,428 to $965,389 for the thirty-nine weeks ended September 29, 1996 as compared to the nine months ended September 30, 1995. As a percentage of revenues, restaurant salaries and benefits decreased to 24.0% in the third quarter of 1996 compared to 29.6% in 1995, and decreased to 27.7% for the thirty-nine week ended September 29, 1996 as compared to 34.2% for the nine months ended September 30, 1995. The decreases are due primarily to improvements in training and scheduling. OPERATING EXPENSES Operating expenses, which include supplies, utilities, repairs and maintenance, advertising and occupancy costs decreased $44,048 to $271,083 in the third quarter of 1996 compared to the third quarter of 1995, and increased $316,641 to $854,268 for the thirty-nine weeks ended September 29, 1996 as compared to the nine months ended September 30, 1995. As a percentage of revenues, operating expenses decreased to 17.6% in the third quarter of 1996 from 23.2% for the third quarter in 1995, and decreased to 24.5% for the thirty-nine weeks ended September 29, 1996 from 32.2% for the nine months ended September 30, 1995. These decreases are due to improved management and operating controls. ADMINISTRATIVE AND DEVELOPMENT EXPENSES Administrative and development expenses increased $207,476 to $273,474 in the third quarter of 1996 compared to the third quarter of 1995, and increased $503,728 to $604,865 in the thirty-nine weeks ended September 29, 1996 compared to the nine months ended September 30, 1995. As a percentage of revenues, such expenses increased to 17.7% in the third quarter of 1996 from 4.9% for the third quarter of 1995, and increased to 17.4% for the thirty-nine weeks ended September 29, 1996 from 6.1% for the nine months ended September 30, 1995. The increases in these expenses are the result of hiring additional senior corporate management, additional professional fees associated with being a public company. As the Company opens additional breweries, these expenses as a percentage of revenues are expected to decrease. DEPRECIATION AND AMORTIZATION Depreciation and amortization expenses increased $42,846 to $108,413 in the third quarter of 1996 compared to the third quarter of 1995, and increased $247,282 to $356,560 for the thirty-nine weeks ended September 29, 1996 compared to the nine months ended September 30, 1995. As a percentage of revenues these expenses increased to 7.0% in the third quarter of 1996 from 4.8% for the third quarter of 1995, and increased to 10.2% for the thirty-nine weeks ended September 29, 1996 from 6.6% for the nine months ended September 30, 1995. The increases in these expenses are the result of the final amortization of cost related to the Bridge Financing which took place in early 1996, depreciation expense increased due to the fact the Gaylord Brewery was in operation for three quarters in 1996 as compared to opening in May of 1995. INTEREST EXPENSES/INTEREST INCOME Interest expense decreased $11,240 to $66,427 in the third quarter of 1996 compared to third quarter of 1995, and increased $105,817 to $277,664 for the thirty-nine weeks ended September 29, 1996 compared to the nine months ended September 30, 1995. The increase in the year to date expense is due to additional interest expense from the Bridge Financing for 1996. Interest income was $112,576 in the third quarter of 1996 compared to none for the third quarter of 1995 and was $137,312 for the thirty-nine weeks ended September 29, 1996 compared to none for the nine months ended September 30, 1995. The increase in interest income is due to the investing of the proceeds from the Bridge Financing and the Company's public offering completed in June 1996. LIQUIDITY AND CAPITAL RESOURCES The Company generated $149,000 in cash for the nine months ended September 30, 1995 and used $1,118,000 in cash for the thirty-nine weeks ended September 29, 1996 from operating activities. At September 29, 1996, the company had working capital of $6.2 million. The Company expects that it will use a significant portion of its capital resources to fund new brewery development and construction. Since inception, the Company's principal capital requirements have been the funding of (i) the Company and the Big Buck Brewery format and (ii) the construction of the Gaylord Brewery and the acquisition of its furniture, fixtures and equipment. Total capital expenditures for the Gaylord Brewery were approximately $5.8 million. 7 The Company generated approximately $10,150,000 in cash from financing activities during the thirty-nine weeks ended September 29, 1996. On June 13, 1996, the Company's initial public offering of 2,450,000 units at $5.00 per unit, each unit consisting of one share of common stock and one redeemable Class A warrant, became effective with the Securities and Exchange Commission. The Company received net proceeds of $10,963,750 on June 18, 1996. On July 25, 1996, the underwriters exercised a portion of their overallotment option for 100,000 additional units at $5.00 per unit. The Company received net proceeds of $447,500 on July 30, 1996. Total net proceeds have been reflected in the unaudited financial statements net of transaction related expenses. Prior to the initial public offering, the Company has met its capital requirements through capital contributions, loans from its principal shareholders and officers, bank borrowings and certain private placement offerings. In December 1995 the Company entered into a financing agreement with Pyramid Partners, L.P. for the issuance for (i) $250,000 noninterest-bearing promissory note (the Pre-Bridge Convertible Note) which is convertible into a number of shares of common stock equal to $250,000 divided by the less of (x) $4.00 or (y) two-thirds of the price to public of the units in the Offering, (ii) a $250,000 nonconvertible promissory note bearing interest at 10% per annum which will become due upon the earlier of the completion of the Offering or July 1996, and (iii) warrants to purchase 62,500 shares of common stock at the lesser of (x) $4.00 or (y) two-thirds of the price to the public of the units in the Offering. During June 1996, the Pre-Bridge Convertible Note was converted to 75,000 shares of the Company's common stock and the other note was repaid in full. In February 1996, the Company sold, for $25,000 each, 60 bridge units, each bridge unit consisting of (i) 2,500 share of common stock, (ii) a $12,500 principal amount promissory note bearing interest at 10% per annum due upon the earlier of 20 days after the completion of the initial public offering or August 1996, and (iii) warrants to purchase 2,500 shares of common stock at $5.00 per share expiring in February 2001. The promissory notes were repaid in full in July 1996. The proceeds of the private placements were used to retire certain debt, purchase additional brewing and bottling equipment, purchase an option to acquire a potential site for a future brewery and for working capital. The Company anticipates it will develop and open three additional Big Buck Breweries during the next fifteen months. The Company intends to obtain real estate financing for up to 55% of the cost of developing and opening the three new breweries. The net proceeds of the initial public offering together with such financing are expected to be sufficient to finance these expansion plans depending on the definitive locations, site conditions, construction costs and sized and types of breweries built. There can be no assurance that such real estate financing will be available on terms, acceptable or favorable to the Company, or at all. Without such additional financing, the Company's development plans will be slower than planned or even unachievable. 8 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit 9 - Computation of Net Loss Per Common Share Exhibit 27 - Financial Data Schedule b. Reports on Form 8-K None. 9 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. Michigan Brewery, Inc. (Registrant) Date: November 18, 1996 By: /S/ Anthony P. Dombrowski ------------------------- Anthony P. Dombrowski Chief Financial Officer 10 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Michigan Brewery, Inc. Exhibit Index to Form 10-QSB/A EXHIBIT NUMBER DESCRIPTION 9 Computation of Net Loss Per Common Share 27 Financial Data Schedule 11 EX-9 2 EXHIBIT 9 MICHIGAN BREWERY, INC. COMPUTATION OF NET LOSS PER COMMON SHARE
Three Thirteen Nine Thirty-Nine Months Weeks Months Weeks Ended Ended Ended Ended September 30, September 29, September 30, September 29, 1995 1996 1995 1996 ---- ---- ---- ---- Weighted average number of issued shares outstanding 2,185,326 2,500,000 2,079,029 2,500,000 Effect of: Common shares issued during 1996 (1) 0 2,748,626 0 1,163,095 Dilutive effect of cheap stock after application of treasury stock method (1) 418,383 0 418,383 0 ---------- ---------- ---------- ---------- Shares outstanding used to compute net income (loss) per share 2,603,709 5,248,626 2,497,412 3,663,095 ---------- ---------- ---------- ---------- Net income (loss) ($188,054) $7,584 ($710,288) ($722,888) ----------- ---------- ---------- ---------- ----------- ---------- ---------- ---------- Net income (loss) per common share ($0.07) $0.00 ($0.28) ($0.20) ----------- ---------- ----------
(1) Cheap stock and common shares issued during 1996 are included in the computation for all periods presented in accordance with Staff Accounting Bulletin Topic 4 (D). EX-27 3 EXHIBIT 27
5 9-MOS DEC-29-1996 SEP-29-1996 6,390,061 0 0 0 152,426 6,702,344 8,514,020 0 15,306,736 511,205 2,277,474 0 0 52,750 12,465,307 15,306,736 3,483,426 3,483,426 1,284,880 3,461,097 604,865 0 140,352 (722,888) 0 (722,888) 0 0 0 (722,888) (0.20) (0.20)
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