9750 Indiana Parkway Suite2 Munster Indiana 46321
Transcription
9750 Indiana Parkway Suite2 Munster Indiana 46321
9750 Indiana Parkway Suite2 Munster Indiana 46321 Phone 219-922-3565 E-Mail: [email protected] Confidentiality Agreement The undersigned reader acknowledges that the information provided by Three Floyds Brewing Co. in this business plan is confidential; therefore, reader agrees not to disclose any information without the exlicit written permission of Three Floyds Brewing Co. It is acknowledged by reader that information to be furnished in this business plan is in all respects confidential in nature, other than information which is in the public domain through other means, and that any disclosure or use of same by reader, may cause serious harm or damage to Three Floyds Brewing Co. & Three Floyds Brewpub. Upon request, this document is to be immediately returned to Nick Floyd. ___________________ Signature ___________________ Name (typed or printed) ___________________ Date Table of Contents 1.0 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Mission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.0 Company Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1 Company Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1.1 Investor Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1.2 Pub 3-D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2 Start-up Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0 Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.1 Beer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.2 Cuisine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.3 Floor Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 4.0 Excellent Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 Dining in Northwest Indiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 Why "Not Normal" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2.1 Pub 3-D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.0 Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5.1 Marketing Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5.2 Sales Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5.2.1 Projection-Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 5.2.2 Munster Demographics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 6.0 Management Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 6.1 Personnel Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 7.0 Financial Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 7.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 7.2 Fixed Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 7.3 Projected Profit and Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 7.4 Projected Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 7.5 Projected Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 7.5.1 Plan of Distribution and Operating Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 7.5.1.1 Investor Questionnaire . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 3 3 3 4 5 13 13 13 14 Three Floyds Brewpub 1.0 Introduction INTRODUCTION This document is the first generation business plan for Three Floyds Brewpub. Three Floyds Brewpub will be the restaurant/bar facet of Three Floyds Brewing Company of 9750 Indiana Parkway, Munster Indiana. Three Floyds Brewing Company is a regional microbrewery founded in 1996 in Hammond Indiana and originally only manufactured kegged beer for the Chicago/Northwest Indiana market. Today Three Floyds Brewing Company produces both kegged and bottled beer, which it markets in over 15 states, predominantly in the Midwestern United States. Three Floyds Brewing Company is well known for its high quality American style ales and lagers, which have won countless awards and accolades. The last two decades have witnessed an explosion of beer styles available to the American public, primarily offered by small microbreweries and brewpubs. There are as many styles of beer available today, as there are wine styles! Recently even major breweries have been forced to introduce new lines of diluted or "fake" specialty beers. The sophisticated beer drinker has experienced a variety of beer styles and is constantly searching for new, innovative products. In addition, there has been a growing acceptance of naturally brewed products that are served unfiltered and unpasteurized. These beers, predominantly ales, hearken back to styles of "olden days" when Chicago supported over 200 breweries. The growth of home brewing as a hobby is another factor adding to the demand for microbrewed products. During leisure time, or when frequenting pubs, the new beer aficionados demand interesting beer and it has to be good; increasingly they know about ‘off’ flavors and the heterocyclic compounds which gives a beer a poor or funky flavor. This hobby is concentrated amongst higher income (upper/ upper-middle class) males and females, and is growing rapidly. Furthermore a number of home brewing/ microbrew magazines are publicizing and fostering this trend. Beer appreciation seems to be gaining a status and refinement comparable to wine tasting. In order to maximize profitability and create an effective platform for Three Floyds’ beers, a brewpub will be built in Three Floyds Brewing Company’s front office area. By Indiana State Law, the Three Floyds Brewpub has to be a separate entity from Three Floyds Brewing Company. What this means is that Three Floyds has an unprecedented offer for fans of Three Floyds Brewing—beer enthusiasts, home brewers and investors—the opportunity to own a part of the venture and be directly involved in its success and profit sharing. The region is ripe for an urban style brewpub operation offering a new approach to a successful formula. We are certain the concept of Three Floyds Brewpub will be a tremendous success. Please read this business plan and discover how Three Floyds Brewpub can be the best brewpub in the Midwest or the country. 1.1 Overview OVERVIEW Over the last 20 years, a proliferation of beer styles has entered the public domain—brewed principally by small microbreweries, brewpubs, and foreign breweries. Some of these styles like kölsch, stout, barley wine and Belgian lambic were long established in the old world, while some newer styles, American Pale Ale and steam beer, for example, began life more recently on this side of the Atlantic. Increased travel between Europe and North America in recent decades has played no small part in this process. These trends in taste, added to the increasing availability of affordable equipment and ingredients, have stimulated interest in home brewing in general, and in small scale commercial brewing in particular. Such trends are evident in the rapid development of the microbrewing industry; the U.S. microbrewing industry has grown from approximately 40 fledgling companies in the early 1980’s to over 1500 currently. The age-old pairings of food and drink, notable with wine in southern Europe, have counterparts in the Page 1 Three Floyds Brewpub cooler north- England, Ireland, Germany and Poland among them, where interesting associations between beef, pork, sausage and fermented barley- wheat are the basis for the cuisine of the pub or beer garden. Thus, the concept of a brewpub with its in-house brew and adjacent kitchen has solid historical precedent. The U.S. microbrewing/brewpub industry began on the West Coast and slowly moved east. Microbrews are now the norm in cities such as Denver, Portland, San Francisco and Kansas City where some establishments have gained market shares of greater than 40%. The Chicago/Northwest Indiana Metro Area remains one of the largest untapped areas available for microbrewery penetration. Currently, the Southside of Chicago and Northwest Indiana have only four brewpubs: Flossmoor Station (Flossmoor, IL), Harrison’s (Orland, IL), Aberdeen (Valparaiso, IN), and Duneland (Michigan City, IN). Imagine four Brewpubs for over 2.5 million people! All of these brewpubs are designed to appeal to the suburban "casual dining" crowd. In contrast, Three Floyds Brewpub will cater to the urbanite, the beer connoisseur, the beer tourist, the home brewer, the adventurous suburbanite, and the "not normal" person! Three Floyds Brewpub will be a world beer destination! Thus in the next decade, Northwest Indiana will provide a premium opportunity for the creation of a new brewpub. The consumer demand for quality innovative microbrews is growing massively, and with only four brewpubs to service 2.5 million people, there appears to be more than a little room for the development of a superior facility. Three Floyds intends to capitalize on this significantly underdeveloped local market as well as on the growing national and local trend towards microbrew products. Highlights (Planned) $1,200,000 $1,000,000 $800,000 Sales $600,000 Gross Margin Net Profit $400,000 $200,000 $0 2003 2004 2005 2006 2007 1.2 Mission THREE FLOYDS BUSINESS NICHE Chicagoans have a distinctive attitude towards restaurant concepts. Often the beer and food served at "cookie cutter" single theme establishments and brewpubs evoke a ‘been there done that’ response. The four existing brewpubs in the region have chosen concepts that evoke a certain "déjà vu". Harrison’s is a classic example of a suburban cookie cutter brewpub with beautiful "prairie style" motifs selling many macrobrewed products. Duneland, in contrast, is apparently a diner with a brewery addition. Aberdeen is a British style pub replete with brass rails and dark stained wood. Flossmoor Station, however, is quite uniquePage 2 Three Floyds Brewpub it is situated in a former railroad stationhouse, successfully developing this theme in beer brands and cuisine. In contrast, Three Floyds will create a distinctively unique brewpub environment, modish but still traditional in a room framed by red wood cabinetry and a zinc bar. There will be a varying menu of the highest quality world-renowned ales and lagers. Three Floyds will offer its own products along with rotating choices of the best American and European beers with a distinctive matching cuisine influenced by its own characteristic flagship beers. Frequently, menu choices will be prepared with the beers as critical culinary ingredients. Finally, Three Floyds Brewpub will be distinct by providing couches for the weary, displaying art—including sculpture—for sale on consignment, having regular movie nights, and a personal mug club. In addition, superior teas, espresso, cappuccino, freshly pressed citrus juices, and in- house root beers will appeal to those who want non-alcoholic refreshments. It is our belief that by creating such a comfortable, unique environment we can ensure Three Floyds Brewpub will be a success for years to come. 2.0 Company Summary 2.1 Company Ownership THREE FLOYDS LIMITED LIABILITY COMPANY Based on financial projections, Three Floyds Brewpub will be a very profitable venture. Three Floyds Brewpub will have 2500 total ownership "shares or member units," Three Floyds Brewpub ownership shares will be split 60% by Three Floyds Brewing, LLC (1500 Shares) and 40% by the third party investors (1000 Shares). Three Floyds Brewpub’s shares will be available to investors in two forms: Gold status and Silver status. Members will achieve Gold status if they purchase more than 10 shares. Gold status members will have first right to future stock offerings and brewpub expansions. Gold status members will see quick returns of $200(4%) in 2003, $760(15%) in 2004, $1200(24%) in 2005, $1600(32%) in 2006, $2200 (44%) in 2007, $2750 (55%) in 2008 with profit sharing continuing there after. Silver status members will be allowed to buy a share of the brewpub at the cost of $500 per share but not limited to one share, and see returns per shares of $20 in 2003, $76 (15%) in 2004, $120 (24%) in 2005, $160 (32%) in 2006, $220 (44%) in 2007 and $275 (55%) in 2008 with profit sharing continuing thereafter. Investors who purchase over $1000 worth of shares will be entitled to ONE FREE PINT OF BEER A DAY and will be issued a Pub Card, showing they are an accredited investor and entitled to one free pint a day. (Note that free pints do not accumulate) All members will be invited to all brewpub functions: parties, festivals and dinners—plus receive discounts on their own parties. 2.1.1 Investor Returns Brewpub Stock Holder 2003 2004 2005 2006 2007 2008 $20,000 $76,000 $120,000 $160,000 $220,000 $275,000 $200 $760 $1,200 $1,600 $2,200 $2750 4% 15% 24% 32% 44% 55% $20 $76 $120 $160 $220 $275 4% 15% 24% 32% 44% 55% Returns $Payed out to Stockholders Gold $5000 Investment Silver $500 Investment Page 3 Three Floyds Brewpub 2.1.2 Pub 3-D Textures & Colors are exaggerated for effect Page 4 Three Floyds Brewpub 2.2 Start-up Summary SEPTEMBER-2003 Business Plan/Prospectus Finished Market Business Plan Market Business Plan/Building Permit Start Building OutDemolition of Interior Start Bar/Restaurant Build Out Build Out Soft Opening-R&D on Food/Kitchen Grand Opening Weekend OCTOBER-2003 NOVEMBER-2003 DECEMBER2003 JANUARY-2004 Halloween Promotions Thanksgiving Promotions Holiday Parties Profit Sharing From 2003 MARCH-2003 APRIL-2003 MAY-2003 JUNE-2003 JULY-2003 AUGUST-1-16-2003 AUGUST-16-31-2003 Raise Capital Raise Capital Parking lot Get Draft System Working All Limited Partner Party Page 5 Three Floyds Brewpub Table: Start-up Start-up Requirements Start-up Expenses Legal Stationery etc. Brochures Consultants Insurance Rent Research and Development Plans /Permits and Fees Demolition Saw Trench and Concrete GC Overhead General Conditions Fire Protection Heat Vent & Airconditioning Electrical & Sitelighting Plumbing Painting Drywall Ceiling Floor Covering and Base New exit Door Window View Wall Bar and Bar Back Carpentry Paving Exterior Concrete Brewery Tanks Six Months operating Capital Construction Overuns-Cash Reserve Total Start-up Expense Start-up Assets Needed Cash Balance on Starting Date Other Short-term Assets Total Short-term Assets Long-term Assets Total Assets Total Requirements $5,000 $2,000 $2,000 $5,000 $1,500 $1,500 $3,000 $17,000 $15,000 $3,480 $28,133 $5,000 $6,500 $7,100 $15,200 $6,100 $3,900 $4,000 $6,300 $12,600 $2,100 $3,300 $30,000 $17,000 $30,000 $2,970 $50,000 $60,000 $110,000 $455,683 $44,317 $0 $44,317 $0 $44,317 $500,000 Funding Investment Gold Class Investors Silver Class Investors Other Total Investment $250,000 $250,000 $0 $500,000 Short-term Liabilities Accounts Payable Current Borrowing Other Short-term Liabilities Subtotal Short-term Liabilities $0 $0 $0 $0 Long-term Liabilities Total Liabilities $0 $0 Loss at Start-up Total Capital Total Capital and Liabilities ($455,683) $44,317 $44,317 Page 6 Three Floyds Brewpub Start-up $500,000 $450,000 $400,000 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 Expenses Assets Investment Loans 3.0 Products THREE FLOYDS CUISINE, DESIGN AND DECOR Cuisine In the realm of food, multicultural menu choices, which fuse classic European, Asian, African and American flavors, are established in current dining fashions, following a trend that has lasted a decade or more. Though not necessarily "hot," combinations of unusual peppers and spices, among a range of ingredients, will be offered in dishes extending the gastronomic experience with ales and beers, subtle and yet sturdy enough to retain their distinctive taste when combined with the habenero pepper, cardamom and cumin. The term fusion may be passé to some jaded cosmopolitan palates, but recipes that successfully meld classic old world sauces, meats, and fishes with the herbs, ferments, and spices of the globe are enjoying sustained success in a growing number of superior, and not so superior, restaurants. Dishes emerging from this movement offer the brewer as many challenges and opportunities as the chef de cuisine. The brewers at Three Floyds are intrigued by the possibilities of a kitchen that will allow us to present a Saison with Thai spiced mussel soup with leeks and carrot spaghetti or a Marzen beer with roasted pork loin with almond pesto. We will also offer the more conventional staples of the western kitchen that have revered associations with distinct beer styles such as pale ale and steak, bock and veal sausage, porter and seafood/shellfish. All of our beers have the heft to match a range of thin crust pizzas which will be permanent menu fixtures.These pairings are only some of more traditional; Three Floyds’ extra pale ale obtained national recognition a year ago in combination with shrimp, surely a first for seafood and a English style session ale. Classics of comfort food at Three Floyd’s Brewpub will include chili, gumbo, roasted onion garlic soup, beer bratwurst on a soft pretzel bun and a fragrant basmati rice with shrimp or chicken. Indiana’s award winning micro cheeses will be featured as well perhaps inviting combination with our Behemoth Barley wine or Dark Lord Russian Stout. Page 7 Three Floyds Brewpub The vegetarian will be able to find a varied, flavorful menu as well. A veggie burger is not adequate for those who do not eat meat. Three Floyds’ vegetarian menu will include items like a sweet pepper pilaf, lentils with cumin, caramelized onions, garlic and tomatoes, and a satisfying caponetta. The rich complex tastes of the vegetable world are easy for the brewer to complement given the natural origins of his or her raw materials: hop, barley, wheat, and yeast. Currently, more flavors and tastes are being rediscovered and developed offering the creative brewer and chef enormous opportunity to work together and prosper. Three Floyds’ brewpub and the adjacent Three Floyds brewery are the ideal crucible for just this. Design The Three Floyds Brewpub will be built in what currently houses Three Floyds Brewing Co offices, approximately 2000 square feet. Walls will be demolished and a restaurant, bar and kitchen will be built out. Three Floyds Brewpub bar section will be built out using old stainless steel open fermenters for a European zinc bar look. Three Floyds bar area will also have couches and a general lounge feel. Three Floyds dining area will be adorned with all genres of art and have a mix of booths and tables in addition to the Plexiglas brewery viewing area. Three Floyds kitchen will be built out with the best kitchen equipment including a Baker’s Pride wood pizza oven. In addition, an oversized kitchen refrigerator and keg cooler will be installed. Decor Decor will be provided by the local working artists of the day, with a particular focus on those from the Chicago/Northwest Indiana area. They will be offered wall space to display their works in a type of informal gallery. These "objects d’art" will complement and enhance the dining experience. In addition, we will tap into the local demographic makeup, building a sense of community. This type of atmosphere would enable the high school artist to be displayed alongside the professional—making the pub walls truly "not normal." The entire concept is based on an amalgam of styles. The emphasis is on creating a casual, comfortable, innovative, and slightly off-center space, that will take the quality food, beverage, and service of the elegant bar/restaurant and meld it with Three Floyds’ "not normal" flair for style and atmosphere. It will comfortably accommodate both the Munster business diner and the Lansing softball team. 3.1 Beer QUALITY AND UNCOMPROMISING BEERS Three Floyds already offers a diverse range of beers from Russian Imperial Stout, to a Belgian Saison. Once a brewpub has been established, a plethora of styles and brands will evolve. Three Floyds Brewpub will have 20 tap beers available at all times including: 5-6 taps of products offered all year long; 7-10 taps of rotated, seasonal and experimental beers; and, 4-5 taps featuring American and European guest beers. The guest beers will be gathered from the best American microbreweries. In addition, German and Belgian beers will be offered on tap, a first in Northwest Indiana. The reason Three Floyds will be able to host a dozen or more of its own brews is due to its current and projected output capacities. Currently, Three Floyds beer is brewed on a 20-barrel (40 kegs) JVNW brew house, which is an all-grain system that produces 620 gallons per brew. Three Floyds’ fermentation and secondary tank capacity is capable of 400 barrels (800 kegs) a month, which dwarfs most other brewpubs’ capacities. Product availability will never be threatened and cannot be hostage to a distant brewery. At present, Three Floyds Brewing, LLC can produce over 4000 barrels (8000 kegs) per annum. Once the brewpub is built, Three Floyds will add smaller fermenters and conditioning tanks to make specialty beers available only at the brewpub. All fermenters in the brew house are clad in high polished stainless steel, and will be visible to patrons through a glass wall at the rear of the restaurant. Customers will be encouraged to view our equipment---weekend brewery tours will continue to be available to patrons. Page 8 Three Floyds Brewpub Three Floyds on tap house beers: Alpha King™ Pale Ale: Big American Pale Ale; a hop lover’s cult beer and Three Floyds’ flagship beer 6.5% abv-1996 Award of excellence Real Ale Fest Chicago-1998 Silver Medal World Beer Championships1998 1stPlace She-Nanigans Beer Affair-1999 Highly Recommended Beverage Tasting Institute-1999 Silver Medal Indiana State Fair-2000 Best Pale Ale World Expo of Beer Frankenmuth-2000-Exceptional Beverage Tasting Institute-2000 Silver Medal Indiana State Fair-2002 Favorite Beer Brewpub Shootout Chicago Beer Society-2002 Silver Medal Indiana State Fair-2003 Best American Pale Ale Ratebeer.com Robert the Bruce™ Scottish Ale: Big, malty, 90 Shilling Scottish Ale; Three Floyds second biggest seller 7% abv-1997 Gold Medal Real Ale Fest Chicago-1999 Silver She-Nanigans Beer Affair-2000 Exceptional Beverage Tasting Institute-2002 Gold Medal Indiana State Fair-2002 CHAMPION British Style Ales Real Ale Fest Chicago-2002 Silver Scottish ale Real Ale Fest Chicago Behemoth™ Barley Wine: A massive American Barley Wine; caramel- squeals and hoppy appeals 10.5% abv-1997 Bronze Medal Fall Beer Tasting Chicago Beer Society-1998 Gold Medal World Beer Championships-1998 Silver Medal Real Ale Fest Chicago-1999 Gold Medal Indiana State Fair-2000 Gold Medal Indiana State Fair-2000 Bronze Medal Real Ale Fest Chicago-2002 Gold Medal Indiana State Fair2002 Silver Medal Real Ale Fest Chicago Pride & Joy™ Mild Ale: American version of British Session Ale; 5% abv-1998 Bronze Medal World Beer Championships-1999 Highly Recommended Beverage testing Institute-2002 Bronze Medal Indiana State Fair Dreadnaught™ Imperial India Pale Ale: A hophead’s delight! Huge IPA rapidly becoming another Three Floyds’ cult beer. 9.5% abv-2002 CHAMPION Beer Indiana State Fair-2002 Silver Medal Real Ale Fest rd Chicago-2002 Gold Medal Indiana State Fair-2003 3 In The World RateBeer.Com Rabbid Rabbit™ Saison: Belgian-style farmhouse beer; 7.5% abv-1999 Highly Recommended Beverage Testing Institute-2002 Silver Medal Indiana State Fair Calumet Queen™: German-style kölsch; Three Floyds’ lightest beer modeled after the Cologne-style beer; 4.5% abv-2002 Bronze Indiana State Fair Dark Lord™ Russian Imperial Stout: Gargantuan Russian stout brewed with Starbucks coffee, molasses, and honey; 13% abv-2002 Bronze Medal Indiana State Fair-2003 Best Beer in the World RateBeer.Com Black Sun™ Stout: Irish-style stout; 5%abv Alpha Klaus™ X-mas Porter: Alpha King’s cousin and Three Floyds Christmas beer 7.5%abv Three Floyds’ forthcoming brews: Gumballhead:American Wheat Beer Pink Floyd: Framboise X-Tra Pale: Golden American Pale Ale Brian Boru: Irish Red Ale Alpha Kong: Belgian Strong Ale Drunk Monk: German-style Hefe-Wiezen Chubby Brown: American Brown Ale Alien Porter: Funky Belgian-style Porter Page 9 Three Floyds Brewpub Evil Elf: Belgian Dubbel Extra Special Super Best Bitter* Berliner Wiesse* Old Ale* Dortmunder Export* Helles* Malt Liquor* Alt* Polish Baltic Porter* Harvest Ale* Surly Elf Root Beer * to be named at a later time 3.2 Cuisine NOT NORMAL MENU Three Floyds Brewpub kitchen consultant will be Simon Floyd. Simon has worked in two of Northwest Indiana’s finest restaurants, Café Venezia and Venezia Bar and Grill.Simon started as an assistant chef in 1990 and worked his way to sous chef, line cook and then head chef in 1999. Café Venezia is known for its fine authentic Italian cuisine. Simon was responsible for kitchen build out and design as well as the new menu and recipe formulations at Venezia Bar and Grill. At Three Floyds Brewpub, Simon plans to combine hearty American Bistro with Caribbean, Cajun, Indian, Californian, Mexican, and classic European-style foods in a truly great pub menu. These foods will feature fresh flavors of herbs, infused oils and enriched sauces. Many food items will be designed with Three Floyd’s world-renowned ales and lagers in mind, both as ingredients and to accompany meals. Our menu will be strategically tailored for metropolitan and regional market pricing which has concluded that patrons tend to have greater price sensitivity towards lunch items rather than dinner items. Three Floyds menu will be a moderate 20-30 item list at most. This smaller menu will allow Three Floyds’ chefs to concentrate on superior taste and consistency-the creation and sustained delivery of a limited number of flawless menu choices is in keeping with our core brewing concept. The following is just a sample menu of Three Floyds Brewpub menu—some items will change depending on the season, but favorites will be kept year round. Quality wood burning oven pizza will be a focus of the Three Floyds Brewpub menu, since it has the lowest food cost and the best profit margin. TEXAS CHILI -a hot steak, chipotle, cumin, barley wine and onion stew Page 10 Three Floyds Brewpub VIDALIA ONION SOUP- Vidalia onions, shallots, Scottish ale Smothered in Gruyere cheese HABENERO CHICKEN SOUP-hearty chicken broth made with Rabbid Rabbit Saison, cilantro and habenero (scotch bonnet) peppers HOOSIER MICRO CHEESE PLATE-sampler platter of micro cheeses from Indiana cheese makers REAL SCOTCH EGG-British style sausage wrapped around an extra large grade A hard-boiled egg JAMBALAYA-Midwestern jambalaya made with chicken, local Polish sausage from Hammond, Tasso and basmati rice HOUSE GUMBO-alternating gumbo seasonally HOUSE SALAD CAESAR SALAD BELGIAN FRIES-European style fries served with Belgian mayonnaise, curry sauce and banana ketchup BREWERS’ OWN CHICKEN BREAST-Oven roasted stuffed chicken breast-spinach, three cheeses, sundried tomatoes and Farmhouse Ale sauce ALPHA KING’S CHOP- double cut pork chop-grilled applewood bacon, soy glaze served with hot apple chutney DAILY FRESH FISH WOOD OVEN PIZZA-baked with wood in BakersPride oven ROBERT the BRUCE RIBEYE-Scottish ale marinated bone-in ribeye with grilled onions and mushrooms, Scottish ale demi-glaze BRATWURST that FLATTENED MUNSTER-Massive beer bratwurst-Three Floyds signature soft pretzel bun, sauerkraut, caramelized onions and Düsseldorf mustard TURKEY FLATBREAD-Mesquite turkey flat bread sandwich-Monterey jack and avocado OL MUFALATA SANDWICH- proscuitto, coppa, sopressatta, ham, fresh buffalo mozzarella and mixed greens on half moon sour dough NEW YORK-Pastrami hot or cold-soft pretzel bun, Düsseldorf mustard, Swiss PASTA OF THE DAY VEGETABLE ENTRÉE OF THE DAY INSAINE WINGS- mild - Thai curry - core black (Dave’s insanity sauce) with Indiana cheese blue sauce, celery BELLE PAISE and ASIAGO DIP-Roasted garlic humus and artichoke, belle paise & asiago spinach dip served with grilled flat bread and nan bread MASSIVE BAVARIAN PRETZELS-Duo of massive soft pretzels-homemade honey mustard Dreadnaught I.P.A.dip, portwine cheddar dip and Calumet Queen jalapeno Swiss dip CHICKEN SATAY-Thai style chicken skewers LONDON PUB CURRY- hot chicken, onion and kölsch curry over basmati rice Page 11 Three Floyds Brewpub ROBERT the BRUCE ICE CREAM-super malty- malted house ice cream DARK LORD FLOAT-Dark Lord Russian Imperial Stout- Brownie and Ice Cream Float FRESH FRUIT NOT NORMAL PRICES Fundamentally, Three Floyds believes prices should be competitive but not outrageous. The entrée prices will range from $6-$12 for dinner, $4-$7 for lunch, with a target beer price of $2.50 for "beer of the week," $3 for high gravity pints, and experimental/guest beer prices ranging from $3.50 -$6. This range of food and beer pricing is extremely attractive taking into consideration the quality of the products. 3.3 Floor Plan Page 12 Three Floyds Brewpub 4.0 Excellent Location EXCELLENT LOCATION Three Floyds Brewpub is ideally situated just south of Interstate 80/94 and is only minutes from I-55, I-57, I65, I-90 and I-294, not to mention minutes from U.S. 30 and U.S. 41, nearly two thirds of the United States’ population is within a day’s drive. Three Floyds’ base of operations, the town of Munster, Indiana, is located in the northwest corner of the state, on the Illinois/Indiana state line. The town of Munster is about 15 miles south of Lake Michigan and 20 miles south east of Chicago’s Loop, a mere 30 minute drive. This means Munster is centrally located to Three Floyds Brewpub’s targeted brewpub market, from Orland to the west to Merrillville and Valparaiso in the east. Munster, Indiana and the six communities surrounding it are home to over 200,000 residents alone, with Munster residents having one of the higher disposable incomes per capita. Three Floyds’ location will also benefit from lower taxes than surrounding states, building costs are 22% lower than Chicago, electric and gas costs are 10%-15% lower than Commonwealth Edison in Chicago. Salaries in Indiana average over $5000 less than the rest of the Chicagoland area, which will allow the brewpub a fixed cost advantage. Three Floyds Brewpub is located right off Calumet Avenue, one of Northwest Indiana’s busiest thoroughfares. This street will soon be extended to U.S. 30 bringing tens of thousands past Three Floyds Brewpub daily! 4.1 Dining in Northwest Indiana DINING IN NORTHWEST INDIANA The Northwest Indiana region, unlike Chicago, lacks a variety of quality dining establishments. The Northwest Indiana region is top heavy with fast food, or dining chains such as Bennigans and Applebees. This leaves the region ripe for an independently owned brewpub, offering exciting, innovative pub cuisine. Three Floyds’ funky, "not normal" brewpub menu will appeal to urban sophisticates, as well as the suburban community. Three Floyds will provide an environment that is comfortable and enjoyable for all demographics. The menu will specifically complement the beer selection—beer brands and styles will be paired with each dish in order to augment and focus flavor. Three Floyds’ motif will be substantially different from other chain restaurants. The comfort and "not normal" atmosphere will be unique in comparison to establishments that typify the region. However, the principal emphasis will remain on the beer. From its inception, Three Floyds Brewing Co. intends the brewpub to be a definitively superior venue where our beers, fresh and unbruised by distribution, could be enjoyed at their peak with pristine beer lines. 4.2 Why "Not Normal" WHY "NOT NORMAL"? Nick, Simon, and Mike Floyd established Three Floyds in 1996. The facilities were located in a small, garage warehouse in Hammond, Indiana. "Not normal" became Three Floyds’ motto, by default. The location and other aspects of the business diverged from the "norm." The Brewing vessels were "not normal"—four 10 barrel, open fermenters ("Hammond Squares" formerly Swiss cheese tanks and old Canfields cola tanks) were employed in conjunction with a 5 barrel Horeca brew house fired directly with wok burners. The beer, of course, was "not normal," due to its over-the-top hoppy West Coast style, as opposed to the blander, malty, Midwestern style traditions. Page 13 Three Floyds Brewpub Since the move to Munster, Three Floyds has continued its "not normal" philosophies in other ways. One prime example is in the unusual, eye-catching graphic art that employs a truly original use of color all help to create the "not normal" theme. Whether it is in the packaging, tap handles, t-shirts, or other paraphernalia, Three Floyds stands out from the rest. Most of the graphics on our website include the major labels for the beers, so feel free to peruse the various web pages to get a sense of the off-beat style that has become synonymous with Three Floyds. Overall, everything relating to Three Floyds is "not normal"—a tradition and motto that will carry over to Three Floyds Brewpub. The "not normal" concept explores the limits of brewing and pushes the boundaries of the brewing art without the use of adjuncts such as corn or rice. 4.2.1 Pub 3-D Textures & Colors are exaggerated for effect Page 14 Three Floyds Brewpub 5.0 Marketing 5.1 Marketing Strategy THE MARKETING PLAN Printed, televised, and guerilla marketing will be an integral part of Three Floyds Brewpub’s publicity. While construction is underway, events and beer fests will provide opportunities to promote the anticipated brewpub. Nearing construction completion, we will hold opening events to gain media attention. Additionally, a publicist will be placed on retainer in order to maximize media coverage. Three Floyds will purchase advertisements in several print-publications: the Chicago Tribune, the Chicago Sun-Times, the South Town, the Times, the Post-Tribune, the Reader, the Great Lakes Brewing News, and the Cream City Suds. Print advertisements will contain food specials, beer news, upcoming events, and directions to the establishment. Three Floyds will use cable access advertisements for the first time for brewpub promotion. Cable access advertisements are low in cost, and may expand the brewpub’s customer base considerably without costand time-intensive marketing strategies. It is important to vary the time and channel the advertisements are shown in order as to maximize viewing by different groups of people. Marketing during this first year will be vastly important. In addition to advertisements, participation in beer festivals will aid publicity by expanding public awareness. These events, usually advertised independently, offer another route for marketing. Currently, Three Floyds participates in numerous beer festivals, including the Great Taste of the Midwest, the Real Ale Festival, the Chicago Brew Pub Shoot Out, the Lafayette Strong Ale Fest, the Great British Beer Fest, and the Great American Beer Festival. A comprehensive line of accessory products will be added to existing Three Floyds products, emphasizing the brewpub. Wearable products are the most popular items available at brewpubs. This fact in mind, we will be offering hats, t-shirts, long sleeve shirts, and sweatshirts, both hooded and regular, in various styles and sizes that depict beer, brewpub, company, or related graphics in all major sizes. The beneficial side effect will be the publicity gained from customers wearing the apparel, in other words, a "walking billboard" (free advertising). Glasses and mugs will be sold as well as other items such as tap handles, bar towels, and golf-relate merchandise are all being considered once the brewpub has established itself. 5.2 Sales Strategy THE PROSPECTIVE CLIENTELE The microbrew customer averages 23 to 55 years of age, typically male. However, female interest in microbrewing is growing two-fold faster in comparison to the male. The microbrew purchaser has an average income of $48,000 (home brewers averaging $55,000). People averaging such earnings dine out approximately two to three times a week (excluding fast food purchases). In Chicago, 300,000-400,000 people dine out every day. Increasingly, the smaller, more intimate restaurant tends to be the preferred choice of contemporary consumers. Seating for a hundred or less affords a casual and comfortable atmosphere, along with offering a small but choice menu, the new restaurant/ bar is rapidly becoming alternative to home dining. These establishments can deliver a comparable sense of intimacy, and superior cuisine while sidestepping the hassle home dining often presents. Page 15 Three Floyds Brewpub Open seating found in large theme restaurants might still be a popular option for some diners; however, these restaurants rarely include the sense of security and comfort essential for attracting a regular clientele. These large theme restaurants are noisy, busy, impersonal, lending themselves to continuous but not repeat business, the very antithesis of the pub, bistro or trattoria.. The intimacy of a small brewpub can be equally attractive to the mid-week diner and the power lunch executive. Three Floyds will capture this intimacy and cultivate a strong, regular customer base. Finally, the demand for Three Floyds products has created a secure following of home brewers and beer enthusiasts already. Regular patrons/Three Floyds’ aficionados form a solid foundation for the brewpub business from which a mug club can be developed—Three Floyds’ fans may bring in their own mugs on which they may have their names printed and receive a discount on special brews and events. 5.2.1 Projection-Revenues PROJECTED REVENUES Two primary financial drivers for developing revenue projections for a brewpub operation are customer count and average check total per customer. Customer count is based on the number of seats/tables available and the rate of the turnover of these tables. Taking these projections into account, Three Floyd’s Brewpub will provide comfortable seating for 80 people - 50 in the dining area and 30 plus in the bar area. The bar area could, during peak hours, hold up to 50 people elbow to elbow, bumping up maximum capacity to one hundred-plus patrons. Based on conservative seating we have assumed weekly average customer counts and made annual projections for the last two fiscal quarters of 2003 through the year 2008. The second factor in developing projected revenues is the average food and drink check total by customer. We have assumed an average lunch check of $6, an average dinner check of $14, and $9 for an average bar check. The average price for a pint of beer will be $3 with national brewpub averages at one drink for lunch customers, two for dinner customers, and three for bar customers. Averaging all these factors gives us a mean count of $14 per person for food and drink. This means if 3825 people patronize Three Floyds Brewpub in October of 2003, the pub can expect to make $53550 gross revenue for that month alone. August 2003 is Three Floyds Brewpub target date for opening its doors. The revenue projections for August are very conservative in anticipation of R&D being performed by the kitchen (taste testing, refinement of recipes, and experimentation with preparation, presentation, and beer-food pairings). It would be ideal to have a "soft opening" of the brewpub in early August in order to get the kitchen and bar "dialed in" for the brisk business that is to follow in the months ahead. Projected Growth 2003-2008 2003: First year projections show a 5 month steadily increasing customer count averaging just under 550 a week. 2004: Three Floyds Brewpub First full year has projections seasonally increasing 25% over the previous year with a 34,139 customer count 2005 Projects further growth over 2004 at 28% growth with a 46778 customer count 2006 Projected growth continues as marketing, sponsorship of special events and advertising keep growth sustained with a 58006-customer count 2007 Shows continued steady growth as restaurant gets as much recognition as the beers with a 72119customer count 2008 Brewpub matures doing 3-4 turns a day and business is brisk with a 83231customer count Page 16 Three Floyds Brewpub We feel these numbers are very conservative with our vast microbrewery and brewpub knowledge and research. A significant increase early on could come from an early, aggressive marketing campaign, including a tremendous amount of word of mouth publicity. Three Floyds Brewpub will continue to advertise every month, endeavor to get critical reviews and propagate an effective marketing database that could easily bring larger customer counts than are projected. Another factor that may arrive in time to raise expected revenues, is an amendment to Indiana alcohol laws. The Brewers’ Guild of Indiana, of which Three Floyds Brewing is a founding member, has lobbied tirelessly for an amendment that would allow Three Floyds to sell packaged beer to go on Sundays. Once ratified, it would make Three Floyds THE ONLY LICENSE IN ALL OF LAKE COUNTY, IN (500,000 people!). Three Floyds Brewpub Sunday sales alone will help us to exceed our projections. Table: Sales Forecast (Planned) Sales Forecast Sales Food & Beer Sales Other Total Sales Direct Cost of Sales Food & Beer Sales Other Subtotal Direct Cost of Sales 2003 $151,712 $0 $151,712 2004 $477,946 $0 $477,946 2005 $654,612 $0 $654,612 2006 2007 $812,012 $1,009,666 $0 $0 $812,012 $1,009,666 2003 $26,546 $0 $26,546 2004 $83,633 $0 $83,633 2005 $114,549 $0 $114,549 2006 $142,104 $0 $142,104 2007 $176,682 $0 $176,682 Sales Monthly (Planned) $40,000 $35,000 $30,000 $25,000 Food & Beer Sales $20,000 Other $15,000 $10,000 $5,000 $0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Page 17 Three Floyds Brewpub Sales by Year (Planned) $1,200,000 $1,000,000 $800,000 Food & Beer Sales $600,000 Other $400,000 $200,000 $0 2003 2004 2005 2006 2007 5.2.2 Munster Demographics DP-2: Profile of Selected Social Characteristics: 2000 Data Set: Census 2000 Summary File 3 (SF 3) - Sample Data Geographic Area: Munster town, Indiana NOTE: Data based on a sample except in P3, P4, H3, and H4. For information on confidentiality protection, sampling error, nonsampling error, and definitions see http://factfinder.census.gov/home/en/datanotes/expsf3.htm. Number Percent SCHOOL ENROLLMENT Population 3 years and over enrolled in school Nursery school, preschool Kindergarten Elementary school (grades 1-8) High school (grades 9-12) College or graduate school 5,897 395 285 2,630 1,256 1,331 100.0 6.7 4.8 44.6 21.3 22.6 EDUCATIONAL ATTAINMENT Population 25 years and over Less than 9th grade 9th to 12th grade, no diploma High school graduate (includes equivalency) Some college, no degree Associate degree Bachelor's degree Graduate or professional degree 15,068 405 657 4,137 3,225 744 3,461 2,439 100.0 2.7 4.4 27.5 21.4 4.9 23.0 16.2 Percent high school graduate or higher Percent bachelor's degree or higher 93.0 39.2 (X) (X) MARITAL STATUS Population 15 years and over 17,382 100.0 Subject Page 18 Three Floyds Brewpub Never married Now married, except separated Separated Widowed Female Divorced Female 3,595 10,980 71 1,631 1,330 1,105 716 20.7 63.2 0.4 9.4 7.7 6.4 4.1 GRANDPARENTS AS CAREGIVERS Grandparent living in household with one or more own grandchildren under 18 years Grandparent responsible for grandchildren 309 103 100.0 33.3 VETERAN STATUS Civilian population 18 years and over Civilian veterans 16,317 2,165 100.0 13.3 DISABILITY STATUS OF THE CIVILIAN NONINSTITUTIONALIZED POPULATION Population 5 to 20 years With a disability 4,789 290 100.0 6.1 Population 21 to 64 years With a disability Percent employed No disability Percent employed 11,718 1,118 65.7 10,600 78.7 100.0 9.5 (X) 90.5 (X) Population 65 years and over With a disability 3,691 1,336 100.0 36.2 RESIDENCE IN 1995 Population 5 years and over Same house in 1995 Different house in the U.S. in 1995 Same county Different county Same state Different state Elsewhere in 1995 20,501 14,180 6,165 3,615 2,550 484 2,066 156 100.0 69.2 30.1 17.6 12.4 2.4 10.1 0.8 NATIVITY AND PLACE OF BIRTH Total population Native Born in United States State of residence Different state Born outside United States Foreign born Entered 1990 to March 2000 Naturalized citizen Not a citizen 21,511 19,811 19,697 11,421 8,276 114 1,700 505 1,028 672 100.0 92.1 91.6 53.1 38.5 0.5 7.9 2.3 4.8 3.1 REGION OF BIRTH OF FOREIGN BORN Total (excluding born at sea) Europe Asia Africa Oceania Latin America Northern America 1,700 723 768 0 16 149 44 100.0 42.5 45.2 0.0 0.9 8.8 2.6 LANGUAGE SPOKEN AT HOME Population 5 years and over English only Language other than English Speak English less than "very well" Spanish Speak English less than "very well" Other Indo-European languages Speak English less than "very well" Asian and Pacific Island languages Speak English less than "very well" 20,501 17,579 2,922 908 613 180 1,793 490 440 194 100.0 85.7 14.3 4.4 3.0 0.9 8.7 2.4 2.1 0.9 ANCESTRY (single or multiple) Total population Total ancestries reported Arab 21,511 25,825 14 100.0 120.1 0.1 Page 19 Three Floyds Brewpub Czech1 Danish Dutch English French (except Basque)1 French Canadian1 German Greek Hungarian Irish1 Italian Lithuanian Norwegian Polish Portuguese Russian Scotch-Irish Scottish Slovak Subsaharan African Swedish Swiss Ukrainian United States or American Welsh West Indian (excluding Hispanic groups) Other ancestries 222 119 1,083 1,523 563 86 4,202 318 541 3,024 1,725 215 182 4,173 0 294 284 244 883 5 674 107 157 561 142 16 4,468 1.0 0.6 5.0 7.1 2.6 0.4 19.5 1.5 2.5 14.1 8.0 1.0 0.8 19.4 0.0 1.4 1.3 1.1 4.1 0.0 3.1 0.5 0.7 2.6 0.7 0.1 20.8 (X) Not applicable. 1 The data represent a combination of two ancestries shown separately in Summary File 3. Czech includes Czechoslovakian. French includes Alsatian. French Canadian includes Acadian/Cajun. Irish includes Celtic. Ancestry Code List (PDF 35KB) Place of Birth Code List (PDF 74KB) Language Code List (PDF 17KB) Source: U.S. Census Bureau, Census 2000 Summary File 3, Matrices P18, P19, P21, P22, P24, P36, P37, P39, P42, PCT8, PCT16, PCT17, and PCT19 DP-1: Profile of General Demographic Characteristics: 2000 Data Set: Census 2000 Summary File 1 (SF 1) 100-Percent Data Geographic Area: Munster town, Indiana NOTE: For information on confidentiality protection, nonsampling error, and definitions, see http://factfinder.census.gov/home/en/datanotes/expsf1u.htm. Number Percent Total population 21,511 100.0 SEX AND AGE Male Female 10,300 11,211 47.9 52.1 Under 5 years 5 to 9 years 10 to 14 years 15 to 19 years 20 to 24 years 25 to 34 years 35 to 44 years 45 to 54 years 55 to 59 years 1,056 1,460 1,643 1,488 768 1,799 3,354 3,504 1,333 4.9 6.8 7.6 6.9 3.6 8.4 15.6 16.3 6.2 Subject Page 20 Three Floyds Brewpub 60 to 64 years 65 to 74 years 75 to 84 years 85 years and over 1,071 2,010 1,494 531 5.0 9.3 6.9 2.5 Median age (years) 42.9 (X) 18 years and over Male Female 21 years and over 62 years and over 65 years and over Male Female 16,286 7,594 8,692 15,695 4,640 4,035 1,646 2,389 75.7 35.3 40.4 73.0 21.6 18.8 7.7 11.1 RACE One race White Black or African American American Indian and Alaska Native Asian Asian Indian Chinese Filipino Japanese Korean Vietnamese Other Asian 1 Native Hawaiian and Other Pacific Islander Native Hawaiian Guamanian or Chamorro Samoan Other Pacific Islander 2 Some other race Two or more races 21,292 19,851 222 13 965 487 121 146 25 113 8 65 4 2 0 0 2 237 219 99.0 92.3 1.0 0.1 4.5 2.3 0.6 0.7 0.1 0.5 0.0 0.3 0.0 0.0 0.0 0.0 0.0 1.1 1.0 Race alone or in combination with one or more other races 3 White Black or African American American Indian and Alaska Native Asian Native Hawaiian and Other Pacific Islander Some other race 20,053 246 55 1,050 10 331 93.2 1.1 0.3 4.9 0.0 1.5 HISPANIC OR LATINO AND RACE Total population Hispanic or Latino (of any race) Mexican Puerto Rican Cuban Other Hispanic or Latino Not Hispanic or Latino White alone 21,511 1,050 814 94 17 125 20,461 19,098 100.0 4.9 3.8 0.4 0.1 0.6 95.1 88.8 RELATIONSHIP Total population In households Householder Spouse Child Own child under 18 years Other relatives Under 18 years Nonrelatives Unmarried partner In group quarters Institutionalized population Noninstitutionalized population 21,511 21,176 8,091 5,303 6,716 4,991 697 194 369 168 335 311 24 100.0 98.4 37.6 24.7 31.2 23.2 3.2 0.9 1.7 0.8 1.6 1.4 0.1 HOUSEHOLDS BY TYPE Total households Family households (families) With own children under 18 years Married-couple family With own children under 18 years 8,091 6,145 2,690 5,303 2,310 100.0 75.9 33.2 65.5 28.6 Page 21 Three Floyds Brewpub Female householder, no husband present With own children under 18 years Nonfamily households Householder living alone Householder 65 years and over 647 301 1,946 1,760 972 8.0 3.7 24.1 21.8 12.0 Households with individuals under 18 years Households with individuals 65 years and over 2,820 2,673 34.9 33.0 Average household size Average family size 2.62 3.07 (X) (X) HOUSING OCCUPANCY Total housing units Occupied housing units Vacant housing units For seasonal, recreational, or occasional use 8,339 8,091 248 34 100.0 97.0 3.0 0.4 Homeowner vacancy rate (percent) Rental vacancy rate (percent) 0.9 8.4 (X) (X) HOUSING TENURE Occupied housing units Owner-occupied housing units Renter-occupied housing units 8,091 7,209 882 100.0 89.1 10.9 Average household size of owner-occupied unit Average household size of renter-occupied unit 2.69 1.99 (X) (X) (X) Not applicable 1 Other Asian alone, or two or more Asian categories. 2 Other Pacific Islander alone, or two or more Native Hawaiian and Other Pacific Islander categories. 3 In combination with one or more other races listed. The six numbers may add to more than the total population and the six percentages may add to more than 100 percent because individuals may report more than one race. Source: U.S. Census Bureau, Census 2000 Summary File 1, Matrices P1, P3, P4, P8, P9, P12, P13, P,17, P18, P19, P20, P23, P27, P28, P33, PCT5, PCT8, PCT11, PCT15, H1, H3, H4, H5, H11, and H12. DP-3: Profile of Selected Economic Characteristics: 2000 Data Set: Census 2000 Summary File 3 (SF 3) - Sample Data Geographic Area: Munster town, Indiana NOTE: Data based on a sample except in P3, P4, H3, and H4. For information on confidentiality protection, sampling error, nonsampling error, and definitions see http://factfinder.census.gov/home/en/datanotes/expsf3.htm. Number Percent EMPLOYMENT STATUS Population 16 years and over In labor force Civilian labor force Employed Unemployed Percent of civilian labor force Armed Forces Not in labor force 17,028 10,606 10,606 10,296 310 2.9 0 6,422 100.0 62.3 62.3 60.5 1.8 (X) 0.0 37.7 Females 16 years and over In labor force Civilian labor force Employed 9,004 4,837 4,837 4,697 100.0 53.7 53.7 52.2 Own children under 6 years All parents in family in labor force 1,136 480 100.0 42.3 Subject Page 22 Three Floyds Brewpub COMMUTING TO WORK Workers 16 years and over Car, truck, or van -- drove alone Car, truck, or van -- carpooled Public transportation (including taxicab) Walked Other means Worked at home Mean travel time to work (minutes) 10,148 8,442 664 443 157 55 387 26.2 100.0 83.2 6.5 4.4 1.5 0.5 3.8 (X) 10,296 100.0 4,763 938 2,510 30 753 1,302 46.3 9.1 24.4 0.3 7.3 12.6 INDUSTRY Agriculture, forestry, fishing and hunting, and mining Construction Manufacturing Wholesale trade Retail trade Transportation and warehousing, and utilities Information Finance, insurance, real estate, and rental and leasing Professional, scientific, management, administrative, and waste management services Educational, health and social services Arts, entertainment, recreation, accommodation and food services Other services (except public administration) Public administration 14 641 1,626 331 1,189 551 242 724 1,011 2,647 599 483 238 0.1 6.2 15.8 3.2 11.5 5.4 2.4 7.0 9.8 25.7 5.8 4.7 2.3 CLASS OF WORKER Private wage and salary workers Government workers Self-employed workers in own not incorporated business Unpaid family workers 8,490 1,110 655 41 82.5 10.8 6.4 0.4 INCOME IN 1999 Households Less than $10,000 $10,000 to $14,999 $15,000 to $24,999 $25,000 to $34,999 $35,000 to $49,999 $50,000 to $74,999 $75,000 to $99,999 $100,000 to $149,999 $150,000 to $199,999 $200,000 or more Median household income (dollars) 8,108 319 319 608 636 1,231 1,689 1,206 1,300 401 399 63,243 100.0 3.9 3.9 7.5 7.8 15.2 20.8 14.9 16.0 4.9 4.9 (X) With earnings Mean earnings (dollars) With Social Security income Mean Social Security income (dollars) With Supplemental Security Income Mean Supplemental Security Income (dollars) With public assistance income Mean public assistance income (dollars) With retirement income Mean retirement income (dollars) 6,235 81,046 2,728 13,500 144 6,790 115 2,883 1,762 18,186 76.9 (X) 33.6 (X) 1.8 (X) 1.4 (X) 21.7 (X) Families Less than $10,000 $10,000 to $14,999 $15,000 to $24,999 $25,000 to $34,999 $35,000 to $49,999 $50,000 to $74,999 $75,000 to $99,999 $100,000 to $149,999 $150,000 to $199,999 $200,000 or more 6,170 95 59 330 376 945 1,308 1,117 1,191 385 364 100.0 1.5 1.0 5.3 6.1 15.3 21.2 18.1 19.3 6.2 5.9 Employed civilian population 16 years and over OCCUPATION Management, professional, and related occupations Service occupations Sales and office occupations Farming, fishing, and forestry occupations Construction, extraction, and maintenance occupations Production, transportation, and material moving occupations Page 23 Three Floyds Brewpub Median family income (dollars) 74,255 (X) Per capita income (dollars) Median earnings (dollars): Male full-time, year-round workers Female full-time, year-round workers 30,952 (X) 53,387 34,490 (X) (X) POVERTY STATUS IN 1999 (below poverty level) Families Percent below poverty level With related children under 18 years Percent below poverty level With related children under 5 years Percent below poverty level 174 (X) 123 (X) 34 (X) (X) 2.8 (X) 4.3 (X) 4.3 Families with female householder, no husband present Percent below poverty level With related children under 18 years Percent below poverty level With related children under 5 years Percent below poverty level 54 (X) 39 (X) 10 (X) (X) 9.2 (X) 11.6 (X) 15.4 Individuals Percent below poverty level 18 years and over Percent below poverty level 65 years and over Percent below poverty level Related children under 18 years Percent below poverty level Related children 5 to 17 years Percent below poverty level Unrelated individuals 15 years and over Percent below poverty level 912 (X) 647 (X) 107 (X) 265 (X) 239 (X) 266 (X) (X) 4.3 (X) 4.0 (X) 2.9 (X) 5.2 (X) 5.8 (X) 11.5 (X) Not applicable. Detailed Occupation Code List (PDF 42KB) Detailed Industry Code List (PDF 44KB) User note on employment status data 6.0 Management Summary THREE FLOYDS MANAGEMENT PHILOSOPHY Three Floyds’ approach to management is designed to involve the employees in the success of the operation. With the knowledge that they can make a difference, employees will be encouraged to take charge of their positions and make decisions that benefit the customer, the company, and themselves. They can be shown that the right attitudes and actions can lead to the company’s continued prosperity as well as their own. Brewpub employees will be treated with respect as individuals. It is clear that a respected employee will treat the customer with the same respect and promote the establishment in a positive, professional manner. Management will give them the credit due any intelligent person by listening and, if possible, acting on any reasonable suggestion or complaint. Brief meetings will be held before each shift to allow the kitchen staff, servers and bar staff to make suggestions to improve quality, enhance the customer experience, and make the operation run more smoothly. This will promote a creative atmosphere and reinforce the individuality of the employee. It is the plan of management to work for a cooperative and collegial atmosphere where good work is rewarded. Positive reinforcement promotes customer satisfaction, boosts check averages, and lower costs. This Page 24 Three Floyds Brewpub philosophy will make Three Floyds Brewpub a great financial success, and a great place to work as well. Three Floyds Brewpub employees will be educated, so that they can be an expert on the brewing process, beer styles, and beer/food combinations. Comprehensive knowledge of these categories will reassure customers that Three Floyds is not simply another restaurant but a full service brewpub. To ensure levels of expertise are being met, employees will be invited to beer festivals, events, and brewmaster dinners, as well as being educated through giving tours. 6.1 Personnel Plan GENERAL PARTNERS: MIKE FLOYD –Chairman and Co-Founder of Three Floyds Brewing Company. • • • • • • • 30 plus years, Medical profession, nephrologist founding partner -Nephrology Specialists, Munster IN University of Durham, England, UK Northwestern University Chicago, IL - Fellow and Faculty Consultant to the Philippine Kidney Foundation University of Texas at Houston-Faculty and Staff Physician Author of 40 Scientific publications SIMON FLOYD-Kitchen Consultant and Co-Founder of Three Floyds Brewing Company • 2 years, Venezia Bar&Grill Schererville, IN- Head chef experienced in: restaurant and bar management, restaurant build out, inventory, restaurant sanitation, restaurant inventory • • 11years, Café Venezia Merrillville IN Chef School of the Art Institute of Chicago NICK FLOYD-President, Head Brewer and Co-Founder of Three Floyds Brewing Company • • • • • Graduate of Siebel Institute of Brewing technology in Brewing Science, Brewing Microbiology/Lab and Microbrewery Operations 1 Year, The Florida Brewery Auburndale FL- Brewer: brewed on a 300barrel brewhouse system making adjunct lager beer and malta brands brewed: Falstaff, ABC malt liquor, ABC light, Hatuey (Cuban), America’s Choice, Braun gold, Rock n Roll beer, Polar Malta, Hatuey Malta, Malta Goya 2 years Weinkeller Breweries Westmont, IL & Berwyn, IL- Head Brewer: ran 2 brewpubs simultaneously 10 barrel system and 15 barrel system experienced in: beer filtration, formulation, brewhouse operations, kegging, bottling, yeast handling-brands brewed: Aberdeen Amber, Berliner Wiesse, Bavarian Hefe-Wiesse, Dusseldorfer Dopplebock, Berwyn Pilsner, E.S.B. 2 years, Golden Prairie Brewing Co. Chicago, IL- Brewer brewed on a 3barrel and 15barrel system, distribution, kegging Brands brewed: Golden Prairie Ale, Nut Brown, Jolly Olde Ale, Maple Stout, Buck Wheat Ale 7 Years, Three Floyds Brewing Co. Hammond, IN and Munster, IN-Involved in all aspects of Three Floyds operations branding, marketing, production, formulation, brewery build outs JOHN MISH-Vice President, Brewer • • • • Graduate Siebel Institute of Brewing Technology in Packaging and Brewing Science Indiana University Bloomington, IN Degree in Marketing 6 Years, Three Floyds Brewing Co. Hammond, IN and Munster, IN-Brewer: Experienced in all aspects of production including small batch production, kegging, open fermentation, cellarmanship, delivery, transportation, inventory, and public relations. Brands brewed: Drunk Monk, Rabbid Rabbit, Chubby Brown, Black Sun Stout, Robert the Bruce, AlphaKing, Pride&Joy 4 Years, EMT MortonGrove, IL-Water Treatment, sampling and evaluation, air testing, waste water Page 25 Three Floyds Brewpub • testing 4 Years, Fullgraf Inc. St. John, IN-Brick&Masonry industry JAMES CIBAK-Brewmaster • • • • • Graduate of Siebel Institute of Brewing Technology in Brewing Science, MicroBrewing Operations and Quality Control Loyola University Chicago, IL Degree in Business Administration 1 Year, Weinkeller Breweries Westmont, IL &Berwyn, IL-head brewer: ran 2 brewpubs simultaneously 10 barrel system and 15 barrel system experienced in: beer filtration, formulation, brewhouse operations, kegging, bottling, yeast handling-brands brewed: Aberdeen Amber, Berliner Wiesse, Bavarian Hefe-Wiesse, Dusseldorfer Dopplebock, Berwyn Pilsner, E.S.B. 6 Years, Goose Island Brewing Co. Chicago, IL-experienced in all aspects large scale microbrewery production: formulation, brewhouse calculations, cellaring, filtration, yeast propagation&handling, double brewing, quality control. Brands Brewed: Honkers Ale, Hex Nut Brown, Summertime, Baderbrau, I.P.A., Schwarzbier, oatmeal stout 2 years, Three Floyds Brewing Co. Munster, IN-Brewmaster JOHN FREYER- Head of Sales & Marketing • • • • • • • • • Founder of Freyer Marketing Chicago,IL 7 Years Three Floyds Brewing Co Munster, IN & Hammond, IN -Head of Sales &Marketing Beer Sales and Marketing for Louis Glunz Beer Chicago, IL Founder Joseph Geis Beer Co Chicago, IL Beer Sales and Distribution Union Liquors Chicago, IL General Manager Weinkeller Brewery Berwyn, IL Restaurant & Bar Management Fox's Pub Assistant General Manager Ruby Tuesday Assistant Manager (Catering ) Art Institute of Chicago DICK VAN DYKE-Salesman & Marketing • • • • • • Formaly Trained Clinical Psychologist General Manager Public Landing Restaurant Lockport, IL Nationaly Ranked Beer Judge&Award Winning Homebrewer of over 60 awards Beer Sales and Distribution for Shagan Distributing Co Beer Sales and Distribution for Louis Glunz Beer Chicago, IL Beer Sales and Marketing for Three Floyds Brewing Co Munster, IN Page 26 Three Floyds Brewpub Table: Personnel (Planned) Personnel Plan Total Payroll 2003 $10,000 $11,950 $2,200 $7,000 $3,000 $34,150 2004 $24,600 $46,800 $13,080 $12,600 $12,600 $109,680 2005 $30,000 $59,400 $15,840 $16,800 $14,400 $136,440 2006 $35,000 $63,600 $15,840 $16,800 $14,400 $145,640 2007 $36,000 $63,600 $15,840 $16,800 $14,400 $146,640 Total People Payroll Burden Total Payroll Expenditures 7 $5,123 $39,273 10 $16,452 $126,132 12 $20,466 $156,906 13 $21,846 $167,486 13 $21,996 $168,636 Bartender/Manager Line Cooks servers Dishwasher bus 7.0 Financial Plan 7.1 Expenses EXPENSES Operating expenses can be broken down into three main groups: Food & Beer, Labor, and Fixed Overhead Food & Beer We have projected our food cost at 25%. This cost is in line with other brewpub competitors in the Chicago area. Brewpub food costs range from 12% pizza heavy menu up to 35% menu featuring steak and lobster. We have assumed an overall bar cost at 10% which is lower than most brewpubs and bars because our economies of scale are greater. Three Floyds Brewing Company buys malt in 1000-pound super sacks instead of individual 50-pound sacks, and to further reduce costs, a malt silo will be added. Three Floyds Brewpub will buy kegged beer from Three Floyds Brewing Company at various prices depending on the brand $20-$40. Labor Three Floyds Brewpub will use its brewers as bartenders and managers in the pub. Brewers will already be salaried by Three Floyds Brewing Co and have extensive knowledge of Three Floyds Beers, beer history and beer styles. Eventually a head chef or kitchen manager will be employed full time in 2004. The remaining labor cost include servers, bus help, line cooks, dishwashers and extra bartenders which will be hourly. Based on wages of a 40-hour workweek average we have the following monthly estimates. Bartender $1600 plus tips-Server $1440 plus tips-Bus Help $600-Line Cook $1950-Dish Washer $1400 Labor costs start outs around $6400 a month in the first few months of operation in the second half of 2003 and then slowly increase when gross revenue milestones are hit. High-end labor costs will near $13000 a month when the brewpub starts to get mature growth and large monthly customer counts. Page 27 Three Floyds Brewpub 7.2 Fixed Costs Fixed Costs Fixed costs include a number of overhead expense items that must be paid monthly. Fixed costs include lease payments, utilities, insurance, taxes, maintenance and marketing. Utilities are projected at $1200$1500 a month depending on the season. A monthly rent payment of $1500 will be due. Maintenance fees will run $550 a month. Advertising and marketing will be $2000 a month early on for the marketing blitz then scaled back to $500 once the brewpub is established. Three Floyds Brewpub has the benefit of sharing phone, office, accounting and insurance costs with Three Floyds Brewing Co. 7.3 Projected Profit and Loss Table: Profit and Loss (Planned) Pro Forma Profit and Loss Sales Direct Cost of Sales Other Production Expenses Total Cost of Sales Gross Margin Gross Margin % Operating Expenses: Advertising/Promotion Accnt/Leg Miscellaneous Payroll Expense Payroll Burden Depreciation office Utilities Insurance Rent Phone Total Operating Expenses Profit Before Interest and Taxes Interest Expense Short-term Interest Expense Long-term Taxes Incurred Extraordinary Items Net Profit Net Profit/Sales 2003 $151,712 $26,546 $0 -----------$26,546 $125,166 82.50% 2004 $477,946 $83,633 $0 -----------$83,633 $394,313 82.50% 2005 $654,612 $114,549 $0 -----------$114,549 $540,063 82.50% 2006 2007 $812,012 $1,009,666 $142,104 $176,682 $0 $0 ----------------------$142,104 $176,682 $669,908 $832,984 82.50% 82.50% $9,000 $1,500 $2,500 $34,150 $5,123 $0 $1,000 $7,500 $5,000 $7,500 $1,000 -----------$74,273 $50,894 $0 $0 $3,054 $0 $47,840 31.53% $6,000 $3,600 $6,600 $109,680 $16,452 $0 $2,400 $18,000 $13,600 $18,000 $2,400 -----------$196,732 $197,581 $0 $0 $11,855 $0 $185,726 38.86% $6,000 $3,600 $6,600 $136,440 $20,466 $0 $2,400 $18,000 $16,800 $18,000 $2,400 -----------$230,706 $309,357 $0 $0 $18,561 $0 $290,796 44.42% $6,000 $3,600 $6,600 $145,640 $21,846 $0 $2,400 $18,000 $18,000 $18,000 $2,400 -----------$242,486 $427,422 $0 $0 $25,645 $0 $401,777 49.48% $6,000 $3,600 $6,600 $146,640 $21,996 $0 $2,400 $18,000 $18,000 $18,000 $2,400 -----------$243,636 $589,348 $0 $0 $35,361 $0 $553,987 54.87% Page 28 Three Floyds Brewpub Profit Monthly (Planned) $16,000 $14,000 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Profit Yearly (Planned) $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 2003 2004 2005 2006 2007 Page 29 Three Floyds Brewpub Gross Margin Monthly (Planned) $35,000 $30,000 $25,000 $20,000 $15,000 $10,000 $5,000 $0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Gross Margin Yearly (Planned) $900,000 $800,000 $700,000 $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 2003 2004 2005 2006 2007 Page 30 Three Floyds Brewpub 7.4 Projected Cash Flow CASH FLOW Given the assumptions detailed above, Three Floyds Brewpub generates positive cash flow in its first month! $47,000 in the last few months of 2003, $186,000 in 2004, $290,000 in 2005, $400,000 in 2006, $550,000 in 2007, and $679,000 in year 2008. Table: Cash Flow (Planned) Pro Forma Cash Flow 2003 2004 2005 2006 2007 Cash Received Cash from Operations: Cash Sales $151,712 $477,946 $654,612 $812,012 From Receivables Subtotal Cash from Operations $0 $151,712 $0 $477,946 $0 $654,612 $0 $812,012 $1,009,66 6 $0 $1,009,66 6 Additional Cash Received Extraordinary Items Sales Tax, VAT, HST/GST Received New Current Borrowing New Other Liabilities (interest-free) New Long-term Liabilities Sales of other Short-term Assets Sales of Long-term Assets New Investment Received Subtotal Cash Received $0 $0 $0 $0 $0 $0 $0 $0 $151,712 $0 $0 $0 $0 $0 $0 $0 $0 $477,946 $0 $0 $0 $0 $0 $0 $0 $0 $654,612 $0 $0 $0 $0 $0 $0 $0 $0 $812,012 $0 $0 $0 $0 $0 $0 $0 $0 $1,009,66 6 Expenditures Expenditures from Operations: Cash Spent on Costs and Expenses Wages, Salaries, Payroll Taxes, etc. Payment of Accounts Payable Subtotal Spent on Operations 2003 2004 2005 2006 2007 $6,460 $39,273 $46,166 $91,898 $16,609 $126,132 $130,668 $273,408 $20,691 $156,906 $178,653 $356,250 $24,275 $167,486 $211,831 $403,592 $28,704 $168,636 $250,128 $447,469 Additional Cash Spent Sales Tax, VAT, HST/GST Paid Out Principal Repayment of Current Borrowing Other Liabilities Principal Repayment Long-term Liabilities Principal Repayment Purchase Other Short-term Assets Purchase Long-term Assets Dividends Adjustment for Assets Purchased on Credit Subtotal Cash Spent $0 $0 $0 $0 $0 $0 $0 $0 $91,898 $0 $0 $0 $0 $0 $0 $0 $0 $273,408 $0 $0 $0 $0 $0 $0 $0 $0 $356,250 $0 $0 $0 $0 $0 $0 $0 $0 $403,592 $0 $0 $0 $0 $0 $0 $0 $0 $447,469 $59,814 $104,131 $204,538 $308,669 $298,362 $607,031 $408,420 $1,015,45 0 $562,197 $1,577,64 8 Net Cash Flow Cash Balance Page 31 Three Floyds Brewpub Cash (Planned) $120,000 $100,000 $80,000 Net Cash Flow $60,000 Cash Balance $40,000 $20,000 $0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 7.5 Projected Balance Sheet Table: Balance Sheet (Planned) Pro Forma Balance Sheet Assets Short-term Assets Cash Other Short-term Assets Total Short-term Assets Long-term Assets Long-term Assets Accumulated Depreciation Total Long-term Assets Total Assets 2003 $104,131 $0 $104,131 2004 $308,669 $0 $308,669 2005 2006 2007 $607,031 $1,015,450 $1,577,648 $0 $0 $0 $607,031 $1,015,450 $1,577,648 $0 $0 $0 $104,131 $0 $0 $0 $308,669 $0 $0 $0 $0 $0 $0 $0 $0 $0 $607,031 $1,015,450 $1,577,648 Accounts Payable Current Borrowing Other Short-term Liabilities Subtotal Short-term Liabilities 2003 $11,974 $0 $0 $11,974 2004 $30,785 $0 $0 $30,785 2005 $38,352 $0 $0 $38,352 2006 $44,995 $0 $0 $44,995 2007 $53,205 $0 $0 $53,205 Long-term Liabilities Total Liabilities $0 $11,974 $0 $30,785 $0 $38,352 $0 $44,995 $0 $53,205 $500,000 ($455,683) $47,840 $92,157 $104,131 $92,157 $500,000 ($407,843) $185,726 $277,883 $308,669 $277,883 Liabilities and Capital Paid-in Capital Retained Earnings Earnings Total Capital Total Liabilities and Capital Net Worth $500,000 $500,000 $500,000 ($222,117) $68,679 $470,455 $290,796 $401,777 $553,987 $568,679 $970,455 $1,524,442 $607,031 $1,015,450 $1,577,648 $568,679 $970,455 $1,524,442 Page 32 Three Floyds Brewpub 7.5.1 Plan of Distribution and Operating Agreement PLAN OF DISTRIBUTION AND OPERATING AGREEMENT General The Company is hereby offering for sale to a limited number of investors in this Offering by subscription, and subject to acceptance or rejection in whole or in part by the Company, in its sole and absolute discretion, a minimum of One (1) Shares and a maximum of One Thousand (1000) Shares of its common stock at a cash purchase price of $500 per Share. In this Offering, the Minimum Investment is one (1) Shares or $500, and the Maximum Investment is 400 Shares or $200,000. The Minimum Investment and Maximum Investment limitations may be waived or modified by the Company in its sole and absolute discretion. The Company has not employed securities dealer or underwriter in connection with this Offering. No commissions or discounts have been or will be paid by the Company to anyone in connection with the Offering or sale of any of the Shares. Each person who agrees to purchase Shares in this Offering must execute a Subscription Agreement and an Operating Agreement. The Shares will be sold by the officer and director of the company who will be deemed to be brokers under the federal securities laws pursuant to the exemption provided by Section 40.3a4-1(a) of the rules and regulations of the SEC as promulgated under the Securities Exchange Act of 1934. The selling officer and director of the Company will not be compensated by the Company in any way for his assistance in the Offering except that, upon Closing, such selling officers and directors shall be entitled to reimbursement from the Company for expenses actually and reasonably incurred by them in connection with the sale of Shares in this Offering. Operating Agreement The Shares will be subject to the terms of an Operating Agreement which shall not limit the transferability of the stock purchased pursuant to the terms set for the in the Offering. All investors will be required to execute an Operating Agreement. The Operating Agreement to be executed by subscribers is contained in the Subscription Materials. The Operating Agreement was prepared by counsel for the Company in the course of its representation of the Company. Subscribers are urged to retain independent counsel to protect their interests with respect to the Operating Agreement. Who May Invest Page 33 Three Floyds Brewpub The Shares are being offered pursuant to the "seed capital" exemption from the registration requirements of the Securities Act for securities offerings of non-reporting companies that do not exceed an aggregate annual amount of $1,000,000. The Offering made pursuant to this Memorandum is intended to be conducted under the Securities Act in accordance with Regulation D promulgated by the SEC. The Shares to be offered and sold will be "freely tradable" and and will be limited to transactions (1) registered under state law requiring public filing and delivery of a disclosure document to investors before sale, or (2) exempted under state law permitting general solicitation and advertising so long as sales are made only to accredited investors. As a result of the Company’s formation as a limited liability company, there is no restriction on who may be a member. As such, a non-resident alien, corporation, partnership, LLC or any type of trust may become a member of the Company. Investors should obtain independent legal and/or accounting advice with respect to the tax implications of becoming a member in a limited liability company. Each investor will be required to represent that such investor has received all information requested by such investor with respect to the Company Each investor will also be required to represent that: (I) the investor’s overall commitment to investments which are not readily marketable is not (and the investor’s acquisition of the Shares will not cause such overall commitment to become) disproportionate to the investor’s net worth; (ii) the investor has adequate net worth and means of providing for his or her current needs and personal contingencies to sustain a complete loss of such investment in the Shares and (iii) the investor has carefully evaluated the risk of investing, either alone or together with a purchaser representative. The Company will require each investor to complete an Investor Questionnaire. The Investor Questionnaire deals with the suitability of an investment in the Shares for the investor and the answers given by an investor may cause the Company to make such further inquiry as it deems appropriate. The Company, in its sole and absolute discretion, may reject subscriptions, in whole or in part, or allot to a particular investor fewer than the number of Shares of subscribed for by such investor, without regard to the order of receipt of subscription funds or whether the Offering is oversubscribed. The Company reserves the right to modify or increase the suitability standards with respect to certain investors in order to comply with any applicable state or local laws, rules or regulations or otherwise. Each investor will be required to execute an Operating Agreement governing the rights and obligations of all members of the Company. How To Subscribe If a qualified investor desires to subscribe for Shares, the investor should deliver the following to the Company: Page 34 Three Floyds Brewpub • A properly executed: Subscription Agreement and Operating Agreement. • A certified or cashier’s check payable to "Three Floyds Brewpub LLC Escrow Account" in the amount of $500 per Share. The Minimum Investment per investor is $500 unless otherwise waived by Company. The subscription documents are contained separately and provided with this Memorandum. The appropriate subscription documents should be returned to the Company in accordance with the instructions set forth therein. Additional copies of the subscription booklet are available from the Company by contacting Nick Floyd, Three Floyds Brewing, LLC, 9750 Indiana Parkway, Munster, IN 46321, (219) 922-3565. At Closing, all subscriptions will be filled, to the extent accepted, by issuance of certificates representing the Shares. Such issuance of certificates will occur on a reasonable date after the Closing of this Offering. Subscriptions In the event subscriptions for fewer than One Thousand (1000) Shares, or $500,000, are received in response to this Offering, the Company, in its sole and absolute discretion, may elect to waive the Maximum Investment limitation. In the event subscriptions for fewer than 299 Shares, or $199,500, are received, notwithstanding such waiver, the Offering will be terminated and subscription payments will be returned to subscribers. No interest will be paid on any subscription funds returned to subscribers. In the event subscriptions for more than One Thousand (1000) Shares are received in response to this Offering, the Company, in its sole and absolute discretion, may elect to accelerate the Expiration Date. Escrow Arrangements Commencing on the date of this Offering Memorandum, funds received from subscribers as payment for properly-submitted subscriptions will be placed in an account (the "Escrow Account") established by the Company. The Company will maintain such funds in an escrow account in its name at Centier Bank, 9701 Indianapolis Boulevard, Highland, IN 46322. The Company may not disburse funds from the Escrow Account and issue Shares until the Closing of the Offering. Expiration Date for Subscriptions The expiration date for subscriptions will beDecember 24, 2003 ("Expiration Date"). Subscriptions will not be accepted unless received before 5:00 p.m. local time on the Expiration Date. Subscriptions are not eligible for acceptance unless properly completed subscription documents together with the total purchase price for all Shares for which subscription is made is either (a) physically delivered to the address provided in the Subscription Materials on or before 5:00 pm. Local time on the Expiration Date or (b) deposited in the United States mail, postage prepaid, addressed to the address Page 35 Three Floyds Brewpub provided in the Subscription Materials, in time for delivery thereof prior to 5:00 p.m. local time on the Expiration Date. If the Offering is fully subscribed before the Expiration Date, the Company may act to accelerate expiration of the subscription period, thereby accelerating the Expiration Date. The Company may also, in its sole and absolute discretion, act to extend the subscription period. In either event, the Company shall not be required to give notice of the acceleration or extension to any party. Termination of the Offering The Company shall terminate this Offering if Closing shall not have occurred by December 31, 2003. In addition, the Company may in its sole and absolute discretion and for any reason whatsoever terminate this Offering prior to the issuance of certificates representing the Shares. The Company has no obligation to give notice of any such termination to any party, although the Company will be responsible for returning subscription amounts in full to subscribers within a reasonable period of time in the event of such a termination. No interest will be paid on any subscription funds returned to subscribers. In the event the Offering is thus terminated, none of the expenses related to the Offering will be paid out of subscribers’ funds or the income therefrom. These expenses will be paid by the Company. Closing The Closing of the Offering shall occur following the Expiration Date or any acceleration or extension thereof upon the timely receipt of subscriptions for the Shares portion of the Shares and acceptance by the Company thereof. As soon as practicable following the Closing, the Company will issue to each subscriber one or more certificates representing the subscriber’s Shares. The Company reserves the right, however, exercisable in its sole and absolute discretion, to reject any subscription hereunder, in whole or in part, for any reason, to allot to a particular subscriber fewer than the number of Shares subscribed for and/or to withdraw or cancel this Offering without notice or to modify the terms thereof. A subscriber will not have any right, without the prior consent of the Company, exercisable in its sole and absolute discretion, to revoke or withdraw any subscription. Notice to Investors The Shares have not been registered under the Securities Act and may not be offered or sold in the absence of registration thereunder or pursuant to an available exemption therefrom. Each subscriber of Shares understands that each certificate evidencing the Shares will contain the following legend: " THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY UNITED STATES OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE Page 36 Three Floyds Brewpub EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE UNITED STATE AND STATE SECURITIES LAWS." Transferability of the Shares will be subject to the terms of a Operating Agreement, and certificates evidencing the Shares will also contain the following legend: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD UNDER, AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS OF A CERTAIN OPERATING AGREEMENT DATED AS OF MARCH 24, 2003, ENTERED INTO BY AND AMONG THREE FLOYDS BREWPUB, LLC. AND ALL OF THE MEMBERS OF THE COMPANY, AND THE SAME MUST ONLY BE PLEDGED, HYPOTHECATED, SOLD OR OTHERWISE DISPOSED OF OR ASSIGNED OR TRANSFERRED ON THE BOOKS OF THE COMPANY EXCEPT IN ACCORDANCE WITH THE TERMS, PROVISIONS AND CONDITIONS OF SAID OPERATING AGREEMENT." RISK FACTORS The purchase of shares offered within this document entails certain risks which members should consider before making a decision to invest in the company. There can be no assurance that any rate of return or other investment objectives will be realized or that there will be any return of capital. In addition to general investment risks and those factors set forth elsewhere in this document, a prospective purchaser of shares should consider the following factors. General Investment Risks THE COMPANY IS A NEWLY-FORMED ENTITIY. The Company is newly formed and, as a new entity, has no operating history. Changes to Company strategies and policies may be proposed by the Manager and will not require Advisory Board or Shareholder assent. As a newly-formed entity, the Company has not identified or made any investments. Members will not have the opportunity to evaluate the merits of any future investment made by the Company nor will they be entitled to participate in the day-to-day operation of the Company, or any decisions regarding investment strategy, new acquisition, or disposition of individual assets. No assurances can be given that the Company will be profitable or that any particular return will be achieved. THE COMPANY IS ADVISED BY AN EXTERNAL MANAGER. The Manager is also a newly-formed entity without an operating history. The Company will be heavily dependent on the abilities of the Manager, which will be empowered and act pursuant to a Management Agreement. As such, the Company initially will have no employees and is completely reliant on the Manager, which will have significant discretion in implementing the strategies set forth by the Company. Page 37 Three Floyds Brewpub The Manager in turn will be dependent upon the efforts of those officers and employees of the Manager who will be actively involved in the Company’s business. The Company will enter into a Management Agreement with the Manager outlining areas of responsibility and authority. The Management Agreement does not require the Manager to devote its full time and efforts to the Company and the Manager may devote energies to other parties, subject to the powers, authorities, and limitations set forth in the Management Agreement. Furthermore, the Manager will be authorized to utilize a portion of the capital raised through this document for the expansion of Three Floyds Brewing, LLC, which, in its sole and absolute discretion, is necessary in order to meet the increased demands upon Three Floyds Brewing, LLC generated by the restaurant and brewpub and any additional exposure and demand created through the restaurant and brewpub. TAX CONSIDERATIONS. An investment in the Company involves complex Federal, state and local income tax considerations which will differ for each Shareholder. Prospective Members that are tax-exempt entities should consult with their own advisors prior to any investment in the Company as to the potential unrelated business taxable income and other tax consequences that may apply to their particular situations. Both tax-exempt entities and other persons should consult with their own tax advisors regarding any other U.S. Federal, state and local tax effects of investing in the Company. LIMITED TRACK RECORD OF THE MANAGER Although Three Floyds Brewing, LLC) has extensive experience in the operation of a brewery for the manufacture and distribution of craft beer on a wholesale basis, it has not operated a restaurant and brewpub in the course of its operations and cannot provide a historical resume of its experience in this specific field. For further information concerning the individual experience of each individual, please the attached management bios or resumes. THE SERVING OF FOOD AND ALCOHOL The operations of the Company, including, but not limited to the serving of food and alcohol, will be subject to Federal and state laws, regulations and administrative rulings which among other things, establish standards for the operation of a bar and restaurant, and the penalties for violation of these laws and regulations. The operation of the Company is dependant upon maintaining, in good standing, the liquor license that grants the authority of the Company to serve alcohol on the premises. Therefore, the Company’s ability to serve beer, wine and alcohol may be impacted by a change in the current laws and regulations that govern these activities or if a violation on any law or regulation is cited by any governing authorities. Additionally, inherent in the service of alcohol is the "Dram Shop" and other exposure created as a result of the operation of the business. As such, any such liability resulting from the Company’s service of alcohol may impact the Member’s investment in the Company. Page 38 Three Floyds Brewpub Risks Related to Investment Terms LIMITATION OF RECOURSE AND IDEMNIFICATION OF THE MANAGER. The Management Agreement limits the circumstances under which the Manager or its affiliates will be held liable to the Company. As a result, Members may have a more limited right of action in certain cases than they would have in the absence of this provision. In addition, the Management Agreement provides that the Company will indemnify the Manager and its affiliates, partners and employees for certain claims, losses, damages, and expenses arising out of their activities on behalf of the Company. Such indemnification obligations could materially affect the returns to Members. THE COMPANY MAY BE ADVESELY AFFECTED BY LEGISLTIVE OR REGULATORY DEVELOPMENT All statements contained in this Memorandum concerning the Federal income tax consequences of an investment in the Company are based upon existing law and the interpretations thereof. The rules dealing with Federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the Treasury Department, resulting in revisions of resolutions and revised interpretations of established concepts as well as statutory changes. Therefore, no assurance can be given that the currently anticipated income tax treatment of an investment in Company will not be modified by legislative, judicial or administrative changes, possibly with retroactive effect, to the detriment of the Members. THE POTENTIAL EXISTS FOR CONFLICTS OF INTEREST BETWEEN THE MANAGER AND THE COMPANY. The Company is subject to the potential for conflicts of interest involving the Manager as: 1) the Manager and its affiliates may advise other entities and devote time and energy to pursuits of those entities and such entities may have investment objectives and policies comparable to those of the Company and may be in competition with the Company; and, 2) certain officers and directors of the Company are expected to also be officers of the Manager. Affiliates of the Manager may be retained by the Company from time-to-time on a nonexclusive basis and on commercially competitive terms to provide various professional services in connection with the Company’s business that would otherwise be performed by third parties. Conflicts of interest could arise in connection with the foregoing affiliate transactions, including in connection with the enforcement of any arrangements or agreements regarding any such services Page 39 Three Floyds Brewpub 7.5.1.1 Investor Questionnaire THREE FLOYDS BREWPUB, LLC. An Indiana Limited Liability Company Confidential Investor Questionnaire The primary purpose of this Confidential Investor Questionnaire is to assure Three Floyds Brewpub, LLC., an Indiana Limited Liability Company (the "Company"), that the prospective Investor in the Company’s stock (the "Securities"), will be eligible to invest in the Securities. Please print or type your answers. If the answer to any question is "No" or "Not Applicable", please so state. Please provide information for all subscribers, using separate questionnaires if necessary. Please do not combine or consolidate financial information of co-subscribers, except that of your spouse. Except as set forth herein, your answers will at all times be kept strictly confidential. By signing this Confidential Investor Questionnaire, however, you understand and agree that (i) the Company is relying on the accuracy, truth and completeness of your representations and statements set forth in your response in this Confidential Investor Questionnaire, the Subscription Agreement and any other document delivered by you to the Company in determining whether the offer and sale of the Securities comply with applicable law including federal and state securities law, (ii) if your representations or responses are not accurate, truthful and complete, you or the Company, or both, may be found I violation of federal or state securities laws, and (iii) the Company may present this Confidential Investor Questionnaire, and other documents delivered by you to the Company, to the appropriate parties if the Company is called upon to establish the availability of exemptions from registration and other compliance with federal and state securities laws and for other appropriate purposes. The entire Confidential Investor Questionnaire must be completed by all investors. THREE FLOYDS BREWPUB, LLC. An Indiana Limited Liability Company Confidential Investor Questionnaire 1. General Information Name of Investor:___________________________________________________ If ownership of the Securities will be held in the name of two or more individuals, complete the following information for each of the other co-owners: Name:________________________________________________________________________ Home Address:_________________________________________________________________ Mailing Address (Complete if different from home address above): ______________________________________________________________________________ Page 40 Three Floyds Brewpub ______________________________________________________________________________ Relationship to subscriber: _____Spouse _____ Parent _____ Child Other Blood Relative _____ _____ Other (please specify) __________________________________________ Age: _________________________________________________________________________ Citizenship: ___________________________________________________________________ State in which Investor Votes: ____________________________________________________ State in which Investor holds a valid driver’s license: __________________________________ 2. Employment and Business Information Occupation or Profession: __________________________________________________ Name of Current Employer: ________________________________________________ Business Address: ________________________________________________________ ________________________________________________________________________ Business Telephone: ______________________________________________________ Current Position or Title:___________________________________________________ Principal Responsibilities:__________________________________________________ _______________________________________________________________________ Period Employed by Current Employer:_______________________________________ 3. Financial Information 1. Do you have adequate means of providing for your current needs and personal contingencies and no need for liquidity for this investment? Yes _____ No _____ 2. Are you able to bear the economic risk of an investment in the Company of the size contemplated, including a complete loss of your investment? Yes _____ No _____ 4. Educational Background COLLEGE OR UNIVERSITY MAJOR (Area of Study) DEGREE(S) __________ _______________ _________________ __________ __________ _______________ _________________ __________ __________ _______________ _________________ __________ Page 41 Three Floyds Brewpub 5. Business Experience Please provide details of any professional licenses, registrations or other training or experience (including courses or seminars attended) in financial, business or tax matters: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 6. Ability to Make Investment Decisions 1. Do you have such knowledge and experience in financial matters that you are capable of evaluating the merits and risks of your prospective investment in the Company? Yes _____ No _____ 2. If the answer to (a) is No, do you intend to use a purchaser representative together with whom you would be capable of evaluation the merits and risks of your prospective investment in the Company? Yes _____ No _____ If "Yes, please state the name of the purchaser representative: ________________________________________________________________________ 7. Accredited or Unaccredited Investor The undersigned is an "Accredited Investor" inasmuch as the undersigned is: _____ A director, executive officer or general partner of the Company; _____ A natural person whose individual net worth, or joint net worth with spouse, is currently over $1,000,000; _____ A natural person who had an individual income in excess of $200,000 in each of the tow most recent years or joint income with your spouse was in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or _____ A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or _____ None of the above (i.e., an "Unaccredited Investor"). 8. Prior Investments Have you previously purchased securities in a private placement? Yes _____ No _____ Have you previously purchased securities in a private placement? Yes _____ No _____ 9. Agreements The undersigned hereby understands, represents, warrants and agrees to the following: 1. The information contained in this Confidential Investor Questionnaire is true complete and accurate and may be relied upon by the Company in determining the suitability as a purchaser of the Securities of the Company and establishing compliance with all applicable law including federal Page 42 Three Floyds Brewpub and state securities laws; (b) The undersigned understands that any information contained in this confidential Investor Questionnaire that is untrue, incomplete or inaccurate may result in the undersigned or the Company, or both, being in violation of applicable law including federal and state securities laws, and that by subscribing to purchase the Securities of the Company and executing this Confidential Investor Questionnaire and the Subscription Agreement to be delivered to the undersigned, the undersigned is agreeing to indemnify the Company and others from damages arising from those statements or from other matters; (c) The undersigned understands that a false statement or representation may constitute a violation of law, and that any person who suffers damage as a result of a false statement or representation, may have claims against the undersigned for damages; (d) The undersigned will notify the Company immediately of ay material change in any of such information occurring prior to the acceptance of the undersigned’s subscription; (e) The undersigned understands that the Company may request further information in order to determine the suitability of the undersigned’s subscription and in establishing compliance with federal and state securities laws. The undersigned shall furnish this additional information promptly if the undersigned desires to have the undersigned’s subscription considered further; and (f) The undersigned knows of no pending or threatened litigation the outcome of which could adversely affect the answer to any questions hereunder. IN WITNESS WHEROF, the undersigned has completed the foregoing statements and executed this Confidential Investor Questionnaire this ________ of _________________, 2003. _________________________ _________________________ Signature of Investor Printed name of Investor _________________________ _________________________ Signature of co-owner (if interest Print name of co-owner (if interest to be purchased in joint name or to be purchased in joint name or as community property) as community property) Page 43 Three Floyds Brewpub Page 44 Appendix Appendix Table: Sales Forecast (Planned) Sales Forecast Sales Food & Beer Sales Other Total Sales Jan $0 $0 $0 Feb $0 $0 $0 Mar $0 $0 $0 Apr $0 $0 $0 May $0 $0 $0 Jun $0 $0 $0 Jul $0 $0 $0 Aug $22,240 $0 $22,240 Sep $25,740 $0 $25,740 Oct $31,240 $0 $31,240 Nov $35,000 $0 $35,000 Dec $37,492 $0 $37,492 Direct Cost of Sales Food & Beer Sales Other Subtotal Direct Cost of Sales Jan $0 $0 $0 Feb $0 $0 $0 Mar $0 $0 $0 Apr $0 $0 $0 May $0 $0 $0 Jun $0 $0 $0 Jul $0 $0 $0 Aug $3,892 $0 $3,892 Sep $4,504 $0 $4,504 Oct $5,467 $0 $5,467 Nov $6,125 $0 $6,125 Dec $6,558 $0 $6,558 Page 1 Appendix Appendix Table: Personnel (Planned) Personnel Plan Bartender/Manager Line Cooks servers Dishwasher bus Total Payroll Total People Payroll Burden Total Payroll Expenditures Jan $0 $0 $0 $0 $0 $0 Feb $0 $0 $0 $0 $0 $0 Mar $0 $0 $0 $0 $0 $0 Apr $0 $0 $0 $0 $0 $0 May $0 $0 $0 $0 $0 $0 Jun $0 $0 $0 $0 $0 $0 Jul $0 $0 $0 $0 $0 $0 Aug $2,000 $1,950 $440 $1,400 $600 $6,390 Sep $2,000 $2,500 $440 $1,400 $600 $6,940 Oct $2,000 $2,500 $440 $1,400 $600 $6,940 Nov $2,000 $2,500 $440 $1,400 $600 $6,940 Dec $2,000 $2,500 $440 $1,400 $600 $6,940 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 6 $959 $7,349 7 $1,041 $7,981 7 $1,041 $7,981 7 $1,041 $7,981 7 $1,041 $7,981 Page 2 Appendix Appendix Table: Profit and Loss (Planned) Pro Forma Profit and Loss Sales Direct Cost of Sales Other Production Expenses Total Cost of Sales Gross Margin Gross Margin % Operating Expenses: Advertising/Promotion Accnt/Leg Miscellaneous Payroll Expense Payroll Burden Depreciation office Utilities Insurance Rent Phone Total Operating Expenses Profit Before Interest and Taxes Interest Expense Short-term Interest Expense Long-term Taxes Incurred Extraordinary Items Net Profit Net Profit/Sales Jan $0 $0 $0 -----------$0 $0 0.00% Feb $0 $0 $0 -----------$0 $0 0.00% Mar $0 $0 $0 -----------$0 $0 0.00% Apr $0 $0 $0 -----------$0 $0 0.00% May $0 $0 $0 -----------$0 $0 0.00% Jun $0 $0 $0 -----------$0 $0 0.00% Jul $0 $0 $0 -----------$0 $0 0.00% Aug $22,240 $3,892 $0 -----------$3,892 $18,348 82.50% Sep $25,740 $4,504 $0 -----------$4,504 $21,236 82.50% Oct $31,240 $5,467 $0 -----------$5,467 $25,773 82.50% Nov $35,000 $6,125 $0 -----------$6,125 $28,875 82.50% Dec $37,492 $6,558 $0 -----------$6,558 $30,934 82.51% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 -----------$0 $0 $0 $0 $0 $0 $0 0.00% $2,000 $300 $500 $6,390 $959 $0 $200 $1,500 $1,000 $1,500 $200 -----------$14,549 $3,800 $0 $0 $228 $0 $3,572 16.06% $2,000 $300 $500 $6,940 $1,041 $0 $200 $1,500 $1,000 $1,500 $200 -----------$15,181 $6,055 $0 $0 $363 $0 $5,692 22.11% $2,000 $300 $500 $6,940 $1,041 $0 $200 $1,500 $1,000 $1,500 $200 -----------$15,181 $10,592 $0 $0 $636 $0 $9,956 31.87% $2,000 $300 $500 $6,940 $1,041 $0 $200 $1,500 $1,000 $1,500 $200 -----------$15,181 $13,694 $0 $0 $822 $0 $12,872 36.78% $1,000 $300 $500 $6,940 $1,041 $0 $200 $1,500 $1,000 $1,500 $200 -----------$14,181 $16,753 $0 $0 $1,005 $0 $15,748 42.00% Page 3 Appendix Appendix Table: Cash Flow (Planned) Pro Forma Cash Flow Cash Received Cash from Operations: Cash Sales From Receivables Subtotal Cash from Operations Additional Cash Received Extraordinary Items Sales Tax, VAT, HST/GST Received New Current Borrowing New Other Liabilities (interest-free) New Long-term Liabilities Sales of other Short-term Assets Sales of Long-term Assets New Investment Received Subtotal Cash Received Expenditures Expenditures from Operations: Cash Spent on Costs and Expenses Wages, Salaries, Payroll Taxes, etc. Payment of Accounts Payable Subtotal Spent on Operations Additional Cash Spent Sales Tax, VAT, HST/GST Paid Out Principal Repayment of Current Borrowing Other Liabilities Principal Repayment Long-term Liabilities Principal Repayment Purchase Other Short-term Assets Purchase Long-term Assets Dividends Adjustment for Assets Purchased on Credit Subtotal Cash Spent Net Cash Flow Cash Balance 0.00% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $22,240 $0 $22,240 $25,740 $0 $25,740 $31,240 $0 $31,240 $35,000 $0 $35,000 $37,492 $0 $37,492 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $22,240 $0 $0 $0 $0 $0 $0 $0 $0 $25,740 $0 $0 $0 $0 $0 $0 $0 $0 $31,240 $0 $0 $0 $0 $0 $0 $0 $0 $35,000 $0 $0 $0 $0 $0 $0 $0 $0 $37,492 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,132 $7,349 $340 $8,820 $1,207 $7,981 $10,210 $19,398 $1,330 $7,981 $10,898 $20,209 $1,415 $7,981 $11,998 $21,393 $1,376 $7,981 $12,720 $22,078 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $8,820 $0 $0 $0 $0 $0 $0 $0 $0 $19,398 $0 $0 $0 $0 $0 $0 $0 $0 $20,209 $0 $0 $0 $0 $0 $0 $0 $0 $21,393 $0 $0 $0 $0 $0 $0 $0 $0 $22,078 $0 $44,317 $0 $44,317 $0 $44,317 $0 $44,317 $0 $44,317 $0 $44,317 $0 $44,317 $13,420 $57,737 $6,342 $64,079 $11,031 $75,110 $13,607 $88,717 $15,414 $104,131 Page 4 Appendix Appendix Table: Balance Sheet (Planned) Pro Forma Balance Sheet Assets Short-term Assets Cash Other Short-term Assets Total Short-term Assets Long-term Assets Long-term Assets Accumulated Depreciation Total Long-term Assets Total Assets Starting Balances $44,317 $0 $44,317 Jan $44,317 $0 $44,317 Feb $44,317 $0 $44,317 Mar $44,317 $0 $44,317 Apr $44,317 $0 $44,317 May $44,317 $0 $44,317 Jun $44,317 $0 $44,317 Jul $44,317 $0 $44,317 Aug $57,737 $0 $57,737 Sep $64,079 $0 $64,079 Oct $75,110 $0 $75,110 Nov $88,717 $0 $88,717 Dec $104,131 $0 $104,131 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $44,317 $0 $0 $0 $57,737 $0 $0 $0 $64,079 $0 $0 $0 $75,110 $0 $0 $0 $88,717 $0 $0 $0 $104,131 Accounts Payable Current Borrowing Other Short-term Liabilities Subtotal Short-term Liabilities $0 $0 $0 $0 Jan $0 $0 $0 $0 Feb $0 $0 $0 $0 Mar $0 $0 $0 $0 Apr $0 $0 $0 $0 May $0 $0 $0 $0 Jun $0 $0 $0 $0 Jul $0 $0 $0 $0 Aug $9,848 $0 $0 $9,848 Sep $10,499 $0 $0 $10,499 Oct $11,573 $0 $0 $11,573 Nov $12,308 $0 $0 $12,308 Dec $11,974 $0 $0 $11,974 Long-term Liabilities Total Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $9,848 $0 $10,499 $0 $11,573 $0 $12,308 $0 $11,974 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $0 $44,317 $44,317 $44,317 $500,000 ($455,683) $3,572 $47,889 $57,737 $47,889 $500,000 ($455,683) $9,263 $53,580 $64,079 $53,580 $500,000 ($455,683) $19,220 $63,537 $75,110 $63,537 $500,000 ($455,683) $32,092 $76,409 $88,717 $76,409 $500,000 ($455,683) $47,840 $92,157 $104,131 $92,157 Liabilities and Capital Paid-in Capital Retained Earnings Earnings Total Capital Total Liabilities and Capital Net Worth Page 5