Filed Pursuant to Rule 253(g)(2)
File No. 024-10533
Gourmet Renee LLC DBA Bircus Brewing Company
Supplement #1 dated July 13, 2017
to the offering Circular dated June 21, 2016
This document supplements the offering circular for Gourmet Renee LLC DBA Bircus Brewing Company (the “Company”) dated June 21, 2016 and filed with the Securities Exchange Commission on June 21, 2016. Capitalized terms shall have the same meaning as set forth in the offering circular, unless otherwise defined herein.
The purpose of this supplement is to:
· | extend the offering |
· | provide updates on the progress of the project |
· | provide updated financials. |
The following information replaces the first paragraph underneath the date and title information on page 1, in its entirety:
The proposed sale will begin as soon as practicable after this Offering commences. The Offering will close upon the earlier of (1) the sale of the maximum number of Common Units or (2) April 30, 2018 (“Closing”).
The following information is inserted after paragraph 5 of the “Summary of the Offering” on page 3:
The Company put on an event in March of 2017 at the Ludlow Theater and has generated $2,507.87 of revenue in 2017. The Company recently obtained a temporary 180-day Certificate of Occupancy from PDS that will allow the Company to brew beer and finish installing the brewpub at the Ludlow Theater. The Company will distribute beer to other bars and restaurants as it continues to build the brewpub.
The following table replaces the table under “Dilution” on page 10, in its entirety:
Current Number of Units Outstanding and Owned |
Cost of Acquiring Units
|
Current Aggregate Percentage Ownership Interest |
Number of Units Outstanding that Can Be Purchased |
Cost of Acquiring Outstanding Units | Post-Offering Aggregate Percentage Ownership Interest | |
Manager
| 1,000 Common Units | $0.00 | 77.82% | 1,000 Common Units | $0.00 | 66.67% |
Investors | 285 Common Units | $285,000 | 22.18% | 215 Common Units | $215,000 | 33.33% |
The following information replaces paragraph 1 under “Plan of Distribution” on page 10, in its entirety:
The Company had 1,000 Common Units issued and outstanding prior to this Offering. Since this Offering has commenced, an additional 285 Common Units have been issued and outstanding. If all of the Common Units are sold, the Company will have an additional 215 Common Units issued and outstanding.
The following information replaces all of the paragraphs and the table under “Use of Proceeds” on pages 11 and 12, in their entirety:
The principal purpose of this Offering is to restart the business operations of the Company under the name Bircus Brewing Company. The Company seeks to raise maximum gross proceeds of $500,000 from the sale of Common Units in this Offering. As of July 1, 2017, the Company had raised $285,000 through the sale of 285 Common Units. The Company is, therefore, looking to raise an additional $215,000 pursuant to this Offering. As of the date of this Offering Circular Supplement, the Company intends to use the additional $215,000 in proceeds substantially in the order as described in the chart below:
Cost | Use Of Proceeds | MIN % | MAX % |
$15,000 | Legal costs for preparing the amended operating agreement, the lease of the Ludlow Theater, advising on the Offering, and various other documents necessary for the Offering. | 10.0% | 3.0% |
$30,000 | Plumbing | 20.0% | 6.0% |
$30,000 | Electric | 20.0% | 6.0% |
$15,000 | Walk – in cooler | 10.0% | 3.0% |
$15,000 | Furniture and fixtures | 10.0% | 3.0% |
$15,000 | Railings | 10.0% | 3.0% |
$15,000 | Truck with truck wrap | 10.0% | 3.0% |
$40,000 | Marquee | 26.7% | 8.0% |
$40,000 | Working capital | 26.7% | 8.0% |
$215,000 to get brewery up and running with $40,000 in working capital - 43.0% of MAX |
Having sold 285 Common Units, the Company has used the $285,000 to discharge the prior indebtedness, make significant renovations to the Ludlow Theater, pay some legal costs associated with this offering, pay a brewer and a plant manager to get the brewery up and running, and pay for raw materials for brewing. The remaining $215,000 is necessary to continue making renovations to the Ludlow Theater in order to obtain its permanent certificate of occupancy. If the Company does not raise this amount it may have to alter its plans.
The Company reserves the right to change the use of proceeds without notice.
The following information replaces paragraphs 1 and 2 under “Description of the Business” on page 12, in their entirety:
When the Ludlow Theater reopens it will be the home of Bircus Brewing Company, a brewery, brewpub and entertainment center that will brew original beers from Belgian-inspired recipes sold onsite for consumption and distributed to other bars and restaurants in the Northern Kentucky - Greater Cincinnati area. As of July 1, 2017, all brewing equipment, including but not limited to a 5 barrel brewhouse, three 10 barrel fermenters, three 10 barrel serving tanks, and a heat exchanger, are installed and operational in the Ludlow Theater.
The Company has operated until recently without any full-time employees, relying solely on the Manager’s uncompensated labor and three independent contractors who also help the Manager run his company, Circus Mojo. Those independent contractors have assisted the Company in putting on events and working the concession stands at those events. Bircus Brewing Company has employed a full-time brewer, Sean Gregor in early 2017 and plant manager Ryan Fardo in late 2016. Additionally, at least two to four other full-time or part-time employees will be hired to help manage on-site beer sales, distribution, bartending, service, and other administrative functions.
The following information shall be inserted after paragraph 6 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 15:
The Company’s income was ($13,723.06) in 2016. The Company’s cash balance as of December 31, 2016 was $94,695.00 and had additional assets valued at $119,585.17, consisting of brewing equipment with a market value of $83,500.00 and leasehold improvements with a market value of $36,085.17. In 2017, the Company generated revenue of$2,507.87 through July 1.
2
The following information replaces the table under “Key Features of Securities Being Offered” on page 18:
Current Aggregate Percentage Ownership Interest |
Current Aggregate Percentage Voting Interest |
Post-Offering Number of Units Outstanding | Post-Offering Aggregate Percentage Ownership Interest | Post-Offering Aggregate Percentage Voting Interest | |
Existing Common Units | 77.82% | 77.82% | 1000 | 66.67% | 66.67% |
Common Units in this Offering (Current) | 22.18% | 22.18% | 285 | 22.18% | 22.18 % |
Common Units in this Offering (Maximum) | 22.18% | 22.18% | 500 | 33.33% | 33.33% |
The following information replaces paragraph 2 under “Key Features of Securities Being Offered” on page 18, in its entirety:
This Offering period will end on the earlier of 1) all Units being sold or 2) April 30, 2018. The minimum Common Unit purchase is one (1) with no maximum up to the remaining available Common Units under this Offering.
The following 2016 unaudited financial statements shall be inserted under “Unaudited Financial Statements” on page 21, prior to the 2015 financial statements previously filed.
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Gourmet Renee LLC
Balance Sheet
As of December 31, 2016
Assets | ||||
Current Assets | ||||
Cash in Bank (See Note A) | $ | 94,695.00 | ||
Total Current Assets | 94,695.00 | |||
Property and Equipment (See Note A) | ||||
Leasehold | 36,085.87 | |||
Machinery & Equipment | 83,500.00 | |||
Net Property and Equipment | 119,585.87 | |||
Non Current Assets | ||||
Intangible Assets (See Note E) | 36,366.68 | |||
Accumulated Amortization (See Note E) | (902.04 | ) | ||
TTB Cash Bond (See Note G) | 1,000.00 | |||
Total Non Current Assets | 36,464.64 | |||
Total Assets | $ | 250,745.51 | ||
Liabilities and Member's Capital | ||||
Current Liabilities | ||||
Total Current Liabilities | 0.00 | |||
Long-Term Liabilities | ||||
Notes Payable, Paul Miller (See Note F) | 50,783.53 | |||
Total Long-Term Liabilities | 50,783.53 | |||
Total Liabilities | 50,783.53 | |||
Member's Capital (See Note B) | ||||
Member's Capital | 199,961.98 | |||
Total Member's Capital | 199,961.98 | |||
Total Liabilities and Member's Capital | $ | 250,745.51 |
See accompanying notes and accountants' report.
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Gourmet Renee LLC
Income Statement
1 Year Ended | ||||
December 31, 2016 | ||||
Sales | ||||
Total Sales | 0.00 | |||
Gross Profit | 0.00 | |||
Operating Expenses | ||||
Amortization Expense (See Note E) | 629.82 | |||
Bank Charges | 1,296.00 | |||
Casual Labor | 4,805.73 | |||
Insurance | 2,749.30 | |||
Interest Expense (See Note D) | 3,106.09 | |||
Office Expense | 132.67 | |||
Taxes - Other | 1,051.65 | |||
Total Operating Expenses | 13,771.26 | |||
Operating Income (Loss) | (13,771.26 | ) | ||
Other Income (Expenses) | ||||
Interest Income | 48.20 | |||
Total Other Income (Expenses) | 48.20 | |||
Net Income (Loss) | (13,723.06 | ) |
See accompanying notes and accountants' report.
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Gourmet Renee LLC
Statement of Member's Capital
1 Year Ended | ||||
December 31, 2016 | ||||
Beginning Member's Capital | $ | 28,675.04 | ||
Plus Net Income (Loss) | (13,723.06 | ) | ||
Plus Contributed Capital | 185,010.00 | |||
Ending Member's Capital | $ | 199,961.98 |
See accompanying notes and accountants' report.
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Gourmet Renee LLC
Statement of Cash Flows
For the 1 Year Ended December 31,2016
Cash Flows from Operating Activities | ||||
Net Income (Loss) | $ | (13,723.06 | ) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and Amortization | 629.82 | |||
Losses (Gains) on Sales of Fixed Assets | 0.00 | |||
Decrease (Increase) in Operating Assets: | ||||
Increase (Decrease) in Operating Liabilities: | ||||
Notes Payable | (60,000.00 | ) | ||
Other | (1,600.00 | ) | ||
Total Adjustments | (60,970.18 | ) | ||
Net Cash Provided By (Used In) | ||||
Operating Activities | (74,693.24 | ) | ||
Cash Flows from Investing Activities | ||||
Capital Expenditures | (66,452.55 | ) | ||
Net Cash Provided By (Used In) | ||||
Investing Activities | (66,452.55 | ) | ||
Cash Flows from Financing Activities | ||||
Notes Payable Borrowings | 50,783.53 | |||
Proceeds from Contributed Capital | 185,010.00 | |||
Net Cash Provided By (Used In) | ||||
Financing Activities | 235,793.53 | |||
Net Increase (Decrease) In | ||||
Cash and Cash Equivalents | 94,647.74 | |||
Beginning Cash and Cash Equivalents | 47.26 | |||
Ending Cash and Cash Equivalents | $ | 94,695.00 |
See accompanying notes and accountants' report.
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Gourmet Renee, LLC
NOTES TO FINANCIAL STATEMETNS
December 31, 2016
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Accounting
Gourmet Renee, LLC is engaged in the beverage production industry. The company's financial statements are presented in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
All highly liquid investments purchased with an initial maturity of three months or less are considered to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost. Depreciation of property and equipment will be provided on both the straight-line and declining balance methods. The assets are not yet in service so deprecation has not yet begun. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the asset are capitalized.
Revenue Recognition
The company records revenues from the sales of beverages when the product is produced and sold, and also when collectability is ensured.
Income Taxes
The company is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the members. As such, no recognition of federal or state income taxes for the Company have been provided for in the accompanying financial statements. Any uncertain tax position taken by the members are not an uncertain position of the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
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Gourmet Renee, LLC
NOTES TO FINANCIAL STATEMETNS
December 31, 2016
NOTE B – Member's Capital
The company is authorized to issue one class of units to be designated as "Common Units." The Units are not represented by certificates. All Common Units are issued at a price equal to $1,000 per unit. During 2016, 213 unites were issued. Also during 2016, the original member was reimbursed $27,990 for monies used in prior years to fund startup.
NOTE C – Subsequent Events
Management has evaluated subsequent events through June 30, 2017, the date which the financial statements were available to be issued.
NOTE D – Note Payable
The Company had the following note payable:
Note payable to Center Bank, was payable in one installment on July 31, 2016 of $60,000 (including interest at 3.5%), uncollateralized. Accrued interest was due monthly. The company paid interest on the note payable of $3,106.09 during the year ended December 31, 2016.
NOTE E – Organization Costs
Costs incurred in connection with the organization of the limited liability company are being amortized over 15 years.
NOTE F – Transactions with Related Party
The note receivable, Paul Miller, is a note that is payable to Paul Miller at such time the company is in operation and has the funds to repay the loan. Paul Miller reinvested funds to cover the current year expenses. The note is not interest bearing and has no set pay back schedule.
NOTE G – Cash Bond
The company, as is required by law paid a bond in order to obtain a brewing license. The bond will be returned when production begins.
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