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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 2002 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------------- TO -------------------
COMMISSION FILE NUMBER: 0-21625
FAMOUS DAVE'S OF AMERICA, INC.
(Registrant)
MINNESOTA 41-1782300
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8091 WALLACE ROAD
EDEN PRAIRIE, MN 55344
(Address of principal executive offices)
Issuer's telephone number: (952) 294-1300
Securities to be registered pursuant to Section 12(b) of the Exchange Act: None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined by Rule 12-b-2 of the Act).
Yes [ ] No[X]
The aggregate market value of Famous Dave's of America, Inc.'s Common Stock held
by non-affiliates on June 30, 2002 (the last business day of Famous Dave's of
America, Inc.'s most recently completed second fiscal quarter), based on the
average bid and asked per share sales price of Famous Dave's of America, Inc.'s
Common Stock on The NASDAQ National Market(SM) on June 28, 2002, was
$74,965,984.
As of March 24, 2003 we had outstanding 11,400,795 shares of Common Stock, $.01
par value.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Documents Incorporated by Reference: Portions of our Proxy Statement
for our Annual Meeting of Shareholders to be conducted in June, 2003 (the "2003
Proxy Statement") are incorporated by reference into Part III of this Form 10-K,
to the extent described in Part III. The 2003 Proxy Statement will be filed
within 120 days after the end of the fiscal year ended December 29, 2002.
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 3
Item 2. Properties 9
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 11
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 23
Item 8. Consolidated Financial Statements 23
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 23
PART III
Item 10. Directors and Executive Officers of the Registrant 24
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 24
Item 13. Certain Relationships and Related Transactions 24
PART IV
Item 14. Controls and Procedures 24
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 24
Item 16. Principal Accountant's Fees 24
SIGNATURES 25
2
PART I
ITEM 1. BUSINESS
GENERAL
Famous Dave's of America, Inc. ("Famous Daves" or our "Company") was
incorporated as a Minnesota corporation in March 1994 and opened its first
restaurant in Minneapolis in June 1995. As of December 29, 2002, there were 73
"Famous Dave's" restaurants operating in 19 states. Included in this number were
40 company-operated restaurants and 33 franchise-operated restaurants. Six
additional restaurants, three company and three franchise, were in development
as of December 29, 2002.
Famous Dave's was also a 40% participant in a joint venture to operate
themed restaurant concepts based on the entertainment artist Isaac Hayes.
Pursuant to the agreement governing the joint venture, the participants in the
joint venture formed a Delaware limited liability company named FUMUME, LLC.
FUMUME, LLC opened its first location in Chicago, Illinois in June 2001 and
opened its second location in Memphis, Tennessee in October 2001. Each location
is structured as a separate Delaware limited liability company, each of which is
wholly owned by FUMUME, LLC.
On February 26, 2003, Famous Dave's completed a transaction in which it
disposed of its 40% interest in FUMUME, LLC. As a result, our Company is no
longer participating in any revenues or expenses of the clubs and does not have
any obligation to fund operating losses at either club.
THE FAMOUS DAVE'S CONCEPT
Famous Dave's restaurants, a majority of which offer full table
service, feature hickory smoked off-the-grill meat entree favorites, served in
one of our three casual formats: a "Northwoods" style lodge, a nostalgic
roadhouse "shack," or a Blues Club featuring nightly musical entertainment. We
seek to differentiate ourselves by providing high-quality food in these
distinctive and comfortable environments.
Key elements of our concept include the following:
High Quality Food - Each restaurant features a distinctive
selection of authentic hickory-smoked off-the-grill favorites such as
flame-grilled St. Louis-style ribs, Texas beef brisket, Georgia chopped pork,
country-roasted chicken, and generous signature sandwiches and salads. Enticing
side items such as honey-buttered corn bread, potato salad, coleslaw, Shack
Fries(TM) and Wilbur Beans(TM) accompany the broad entree selection. Homemade
desserts, including Famous Dave's Bread Pudding and Hot Fudge Kahlua(TM)
Brownies, are a specialty. To complement our smoked meat entree and appetizer
items and to suit different customer tastes, Famous Dave's BBQ sauces come in
six variations: Rich & Sassy(TM), Texas Pit(TM), Georgia Mustard(TM), Hot &
Sassy(TM), Devil's Spit(TM) and Sweet and Zesty(TM). These sauces and a variety
of prepared meats and seasonings are also distributed in retail grocery stores
throughout the country under licensing agreements. We believe that our high
quality food is a principal point of differentiation between Famous Dave's and
other casual dining competitors and is a significant contributing factor to our
level of repeat business.
Distinctive Environment - Decor and Music. In late 1997, we
introduced the "Lodge" format which features decor reminiscent of a comfortable
"Northwoods" hunting lodge with a full service dining room and bar. Our original
theme, a nostalgic roadhouse shack ("Shack") is promoted by the abundant use of
rustic antiques, items of Americana from the '30s and '40s and emphasizes a very
casual experience with emphasis on value and speed of delivery. While initially
the Shack format only offered counter service, fourteen Shacks have been opened
as or converted to full service dining. In addition, we have developed a larger
"Blues Club" format that features authentic Chicago Blues Club decor and live
music seven nights a week. We currently operate one Blues Club in the
Minneapolis market.
3
Broad-Based Appeal - We believe that our concept has broader
appeal than many other restaurant concepts because it attracts customers of all
ages and the menu offers a variety of items that appeal to many tastes. We
believe that our distinctive concept, combined with our high-quality food, make
Famous Dave's appealing to children, teenagers and adults of all ages.
OPERATING STRATEGY
Key elements of our operating strategy include the following:
Operational Simplicity - In our restaurants, we strive to
emphasize value and speed of service by employing a streamlined operating system
based on a focused menu and simplified food preparation techniques. The menu
focuses on a number of popular smoked meat barbecue entree items and delicious
side dishes which are prepared using easy-to-operate kitchen equipment and
processes that use prepared seasonings, sauces and mixes. This streamlined food
preparation system helps lower the cost of operation by requiring fewer staff,
lower training costs and the elimination of a need for highly compensated chefs.
To enhance our appeal and expand our audience, we periodically add new menu
items such as baby back ribs, BBQ salads, and other promotional products such as
a smoked pork tenderloin entree, a pork tenderloin sandwich with a jalapeno
bacon, and in select regions, the shore fish fry. As the menu broadens and food
preparation techniques become more focused on meals prepared to order, increased
training may be necessary in order to prepare our staff for increased levels of
guest service.
Recruiting, Training and Retaining Employee - We believe that
a key component of the success of our concept rests with the ability to hire,
train and motivate qualified restaurant employees. We believe that by providing
training, competitive compensation and opportunities for employee involvement
and advancement, we encourage a sense of personal commitment from our employees.
In 1997, we instituted Hog Heaven University, which augments our technical
training with programs aimed at improving the personal development skills of our
managers. We believe that our competitive compensation, employee involvement and
streamlined operating system help enable us to attract and retain qualified
restaurant managers and employees.
Take-out - Focus on Customer Convenience - We seek to provide
our customers with maximum convenience by offering convenient take-out service
and catering in addition to our lively and entertaining sit-down experience. We
believe that Famous Dave's entrees and side dishes are viewed by guests as
traditional American "picnic foods" that maintain their quality and travel
particularly well, making them an attractive choice to replace a home-cooked
meal. We believe the high quality, reasonable cost and avoidance of preparation
time make take-out of our product particularly attractive to customers.
Approximately 25% of our restaurant revenues are derived from take-out and
catering. Our restaurants have been designed specifically to accommodate a
significant level of take-out sales, including a separate take-out counter.
Style of Service - A majority of our locations utilize a
full-service style of serving guests that allows us to focus on caring behavior,
precision service, and salesmanship.
Customer Satisfaction - We believe that we achieve a
significant level of repeat business by providing high-quality food and
efficient friendly service, in an entertaining environment at moderate prices.
We strive to maintain quality and consistency in each of our restaurants through
the training and supervision of personnel and the establishment of and adherence
to high standards of personnel performance, food preparation and facility
maintenance. We have also built family-friendly strategies into each
restaurant's food, service and design by providing children's menus,
smaller-sized entrees at reduced prices and changing tables in restrooms.
Attractive Value-to-Price Relationship - Famous Dave's offers
high quality food and distinctive atmosphere at competitive prices to encourage
frequent patronage. Lunch and dinner entrees range from $5 to $19 resulting in
an average check of approximately $13 during fiscal 2002.
4
EXPANSION STRATEGY
We believe that the casual dining niche of the restaurant industry
offers strong growth opportunities for us because this niche is highly
fragmented. The key elements of our growth strategy include the following:
Targeted Expansion - We believe that there are significant
growth opportunities for Famous Dave's restaurants throughout the United States.
We generally intend to enter new markets in high profile, heavy traffic retail
locations in order to build brand awareness. We currently plan to concentrate
our expansion primarily in markets where multiple restaurants can be opened,
thereby expanding consumer awareness and creating opportunities for operating,
distribution and marketing efficiencies. In late 1997, we opened our first full
service restaurant and currently anticipate using this format as our primary
growth vehicle. Our goal is to open eight company-operated restaurants in fiscal
2003 and we plan to target our expansion in Georgia, Arkansas, Virginia, Kansas,
Maryland, and Illinois. We intend to finance our development through the use of
cash on hand, cash flow, and through forms of real estate related financing such
as mortgages, sale-leaseback financing, build to suit arrangements, and other
similar financing, although there can be no assurance, however, that any future
financing will be available, or on terms acceptable to us.
Flexible Unit Formats - Because of variable unit formats, we
believe we can tailor the Famous Dave's concept to a variety of markets,
demographic areas and real estate locations. Management believes the flexibility
in building size, type of construction and configuration, as well as a variable
service structure permits locations in a variety of economic and demographic
areas throughout different markets. Our primary development in the past year has
been converting existing restaurant locations to Famous Dave's format, rather
than building from the ground up.
FRANCHISE PROGRAM
At December 29, 2002 there were 33 Famous Dave's franchise units in
operation. Area development agreements representing commitments from franchisees
to build an additional 118 restaurants were in place as of December 29, 2002
There can be no assurance, however, that these franchisees will fulfill these
commitments. We continue to pursue an aggressive franchise program for our
restaurants and anticipate that 20 to 22 additional franchise units will open
during fiscal 2003
RESTAURANT OPERATIONS - MANAGEMENT AND EMPLOYEES
Our company's ability to manage multiple, geographically diverse units
will be central to our overall success. Our company's management team includes
experienced personnel with extensive restaurant experience. At the unit level,
we place specific emphasis on the position of general manager ("General
Manager") and seek employees with significant restaurant experience and
management expertise. We strive to maintain quality and consistency in each of
our units through the careful training and supervision of personnel and the
establishment of, and adherence to, high standards relating to personnel
performance, food and beverage preparation, and maintenance of facilities. We
attempt to attract high quality, experienced restaurant management and personnel
with competitive compensation and bonus programs.
All General Managers must complete a seven week training program,
during which they are instructed in areas such as food quality and preparation,
customer service, and employee relations. We have prepared operations manuals
relating to food and beverage quality and service standards. New staff members
participate in training under the close supervision of our management. We strive
to instill enthusiasm and dedication in our employees and regularly solicit
employee suggestions concerning our operations and endeavors in order to be
responsive to employees' concerns. In addition, we have numerous programs
designed to recognize and reward employees for superior performance. Staffing
levels at each restaurant vary according to the time of day and size of the
restaurant. However, in general each restaurant has approximately 40 to 60
employees.
PURCHASING
At Famous Dave's, we strive to obtain consistent quality items at
competitive prices from reliable sources. In order to maximize operating
efficiencies and to provide the freshest ingredients for our food products while
obtaining the
5
lowest possible prices for the required quality, each unit's management team
determines the daily quantities of food items needed and orders such quantities
from major suppliers designated by us, which are then shipped directly to the
restaurants. For company-owned restaurants, approximately 92% of the products
used are obtained under a supply arrangement with a major foodservice
distributor.
Contract pricing accounts for approximately 85% of all of our food
purchases. Contracts for various items are negotiated throughout the year and
typically fix prices for twelve months. As a result of our negotiated purchase
prices, the cost of these items, taken as a whole, were essentially flat from
2000 to 2001. In 2002, we experienced an increase in food costs due to an
increase in our cost of ribs. Contracts negotiated for 2003, however, have
resulted in more favorable pricing and we expect food costs, as a percent of
restaurant revenues, to decrease slightly in 2003.
We believe that our relationships with our distributors and food
manufacturers are excellent, and anticipate no interruption in the supply of
product delivered by any of these firms. In case of a supply disruption,
however, we believe we could obtain competitive products and prices on short
notice from a number of alternative suppliers.
MANAGEMENT INFORMATION SYSTEMS
We have developed restaurant-level management information systems that
include a computerized point-of-sale system which facilitates the movement of
customer orders between the customer areas and kitchen operations, processes
credit card transactions, and provides management with revenue and other key
operating and financial information. We also use a time management system which
tracks the time worked by each employee, allowing management to more effectively
manage labor costs through better scheduling of employee work hours. In 2001 we
installed a wide area network that allows us to automate data polling, daily
sales and labor reporting, company-wide communications and file and form
downloads. In 2002, a new enterprise management software was installed, allowing
us to efficiently manage the restaurant databases from our corporate office.
Our unit-level point-of-sale, time management and inventory management
systems provide data for posting to our general ledger and to other accounting
subsystems. The general ledger system provides various management reports
comparing actual and budgeted results. The results are reported to and reviewed
by management. Such reporting includes: (i) daily reports of revenues, (ii)
daily labor reports, (iii) weekly reports of selected controllable unit expenses
and (iv) detailed monthly reports of revenues and expenses. We continue to
develop and implement new enhancements to our systems, and a number of new
developments in communication, food and labor cost management and unit level
efficiency are among the enhancements we are evaluating at the present time.
MARKETING AND PROMOTION
Marketing and promotion for the owned and operated restaurants have
relied primarily upon an extensive publicity effort, direct mail, and
4-walls/property line marketing. Our 2003 business plan calls for the
expenditure of approximately 2.8% of restaurant revenues on marketing and
advertising. In addition, we are also creating awareness in the Famous Dave's
brand through partnerships that extend our BBQ sauces, seasonings and prepared
entrees in retail outlets across the United States. In 2003, we will be
implementing a comprehensive "To Go" branding and signage program. This program
will enable Famous Dave's to capture a greater portion of the growing
convenience and flexibility of the "take-out" market. The company's efforts will
be implemented in all corporate owned and franchised units and feature signage
and merchandising tools both inside and outside the restaurants. From the time a
guest drives into the parking lot to the time they leave the restaurant, they
will be reminded of Famous Dave's excellence in delivering the best BBQ "To Go".
TRADEMARKS
Our company has received various trademarks and has applied for
registration of additional service marks and intends to defend these marks.
However, there can be no assurance that we will be granted trademark
registration for pending applications or any or all of the proposed uses in our
applications. In the event our additional marks are granted registration, there
can be no assurance that we can protect such marks and designs against prior
users in areas
6
where we conduct operations. There is also no assurance that we will be able to
prevent competitors from using the same or similar marks, concepts or
appearance.
COMPETITION
Competition in the restaurant industry is intense. Famous Dave's
restaurants compete with moderately priced casual dining restaurants primarily
on the basis of quality of food and service, atmosphere, location and value. In
addition to existing themed and barbecue restaurants, we expect to face
competition from steakhouses and other restaurants featuring large portions of
red meat. We also compete with other restaurants and retail establishments for
quality sites. Competition in the food service industry is affected by changes
in consumer taste, economic and real estate conditions, demographic trends,
traffic patterns, the cost and availability of qualified labor, product
availability and local competitive factors.
Many of our competitors are well established and have substantially
greater financial, marketing and other resources than Famous Dave's. Regional
and national restaurant companies continue to expand their operations in our
current and anticipated market areas. We believe our ability to compete
effectively depends on our ongoing ability to offer high-quality, competitively
priced food in a distinctive and comfortable environment.
GOVERNMENT REGULATION
Our company is subject to extensive state and local government
regulation by various governmental agencies, including state and local
licensing, zoning, land use, construction and environmental regulations and
various regulations relating to the sale of food and alcoholic beverages,
sanitation, disposal of refuse and waste products, public health, safety and
fire standards. Our restaurants are subject to periodic inspections by
governmental agencies to ensure conformity with such regulations. Any difficulty
or failure to obtain required licensing or other regulatory approvals could
delay or prevent the opening of a new restaurant, and the suspension of, or
inability to renew, a license could interrupt operations at an existing
restaurant, any of which would adversely affect our operations. Restaurant
operating costs are also affected by other government actions that are beyond
our control, including increases in the minimum hourly wage requirements,
workers compensation insurance rates, health care insurance costs, property and
casualty insurance, and unemployment and other taxes. We are also subject to
"dram shop" statutes, which generally provide a person injured by an intoxicated
person the right to recover damages from an establishment that wrongfully served
alcoholic beverages to the intoxicated persons.
To the extent that Famous Dave's offers and sells franchises, we are
also subject to federal regulation and certain state laws that govern the offer
and sale of franchises. Many state franchise laws impose substantive
requirements on franchise agreements, including limitations on non-competition
provisions and the termination or non-renewal of a franchise. Bills have been
introduced in Congress from time to time that would provide for federal
regulation of substantive aspects of the franchisor-franchisee relationship. As
proposed, such legislation would limit, among other things, the duration and
scope of non-competition provisions, the ability of a franchisor to terminate or
refuse to renew a franchise, and the ability of a franchisor to designate
sources of supply.
The Federal Americans with Disabilities Act prohibits discrimination on
the basis of disability in public accommodations and employment. We could be
required to expend funds to modify our restaurants in order to provide service
to or make reasonable accommodations for disabled persons. Our restaurants are
currently designed to be accessible to the disabled. We believe we are in
substantial compliance with all current applicable regulations relating to
accommodations for the disabled.
EMPLOYEES
As of December 29, 2002 Famous Dave's had approximately 2,471
employees, of which approximately 36.4% were full-time. None of our employees
are covered by a collective bargaining agreement. Management believes that our
relationships with our employees are satisfactory.
7
ITEM 2. PROPERTIES
The following table sets forth certain information about our existing
company-owned restaurant locations as of December 29, 2002:
SQUARE INTERIOR LAND OWNED
LOCATION FOOTAGE SEATS OR LEASED DATE OPENED
--------------------------- ------- ----- --------- -----------
1 Roseville, MN 4,800 105 Leased June 1996
2 Calhoun Square (Minneapolis, MN) 10,500 380 Leased September 1996
3 Maple Grove, MN 5,200 125 Owned* April 1997
4 Highland Park (St. Paul, MN) 5,200 125 Leased June 1997
5 Stillwater, MN 5,200 130 Owned* July 1997
6 Apple Valley, MN 3,800 90 Owned* July 1997
7 Forest Lake, MN 4,500 100 Leased October 1997
8 Minnetonka, MN 5,500 140 Leased December 1997
9 Plymouth, MN 2,100 20 Leased December 1997
10 West St. Paul, MN 6,800 140 Leased January 1998
11 West Des Moines, IA 5,500 150 Leased April 1998
12 Des Moines, IA 5,800 150 Leased April 1998
13 Naperville, IL 5,500 170 Leased April 1998
14 Cedar Falls, IA 5,400 130 Leased September 1998
15 Bloomington, MN 5,400 140 Leased October 1998
16 Woodbury, MN 5,900 180 Owned October 1998
17 Lincoln, NE 6,300 190 Owned December 1999
18 Columbia, MD 7,200 270 Leased January 2000
19 Annapolis, MD 7,000 210 Leased January 2000
20 Frederick, MD 5,600 180 Leased January 2000
21 Woodbridge, VA 5,600 190 Leased January 2000
22 Vernon Hills, IL 6,600 230 Leased February 2000
23 Addison IL 4,600 140 Owned March 2000
24 Lombard, IL 7,200 250 Leased July 2000
25 North Riverside, IL 5,000 160 Leased August 2000
26 Sterling, VA 5,200 200 Leased December 2000
27 Carpentersville, IL 6,000 227 Leased February 2001
28 Streamwood, IL 7,200 260 Leased March 2001
29 Oakton, VA 4,300 150 Leased May 2001
30 Laurel, MD 5,200 170 Leased August 2001
31 Palatine, IL 7,200 260 Leased August 2001
32 Richmond I (Richmond, VA) 5,200 165 Owned December 2001
33 Gaithersburg, MD 4,800 170 Leased May 2002
34 Lewisville, TX 6,200 170 Leased May 2002
35 Richmond II (Richmond, VA) 5,100 165 Owned June 2002
36 Orland Park, IL 5,000 165 Leased June 2002
37 Mesquite, TX 4,800 160 Owned August 2002
38 Tulsa, OK 4,900 180 Owned September 2002
39 Marietta, GA 7,200 230 Leased December 2002
40 Alpharetta, GA 5,400 190 Leased December 2002
All seat count and square footage amounts are approximate
*Unit is collateral in a sale-leaseback financing
8
The development cost of our restaurants varies depending primarily on
the size and style of the restaurant, whether the property is purchased or
leased, and whether it is a conversion of an existing building or a newly
constructed unit. Since January 2000, most of our restaurants have been
converted from existing restaurant properties. Average approximate size and
costs of a converted leased property and a converted purchased property have
been 5,900 square feet and $1,110,000, and 5,000 square feet and $2,050,000,
respectively. Of the new restaurant openings, since January 2000, only one was a
newly constructed unit. Such development costs include land, building
construction, fixtures, furniture and equipment, and pre-opening costs.
There can be no assurances that units planned for 2003 and later will
open when planned, or at all, due to the risks associated with the development
of new units, such as governmental approvals, the availability of sites, and the
availability of capital, many of which are beyond our control.
Famous Dave's leased restaurant facilities are occupied under
agreements with terms ranging from three to 15 years, excluding renewal options.
Such leases generally provide for fixed rental payments plus operating expenses
associated with the properties. Our executive offices are located in
approximately 18,000 square feet in Eden Prairie, Minnesota, under a lease
expiring in 2006.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any material litigation and are not aware of any
threatened litigation that would have a material adverse effect on our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of our security holders during the
fourth quarter of the fiscal year ended December 29, 2002.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
PRICE RANGE OF COMMON STOCK
Our Company's common stock is traded on the NASDAQ National Market(SM)
under the symbol DAVE. Our common stock was quoted on the NASDAQ SmallCap Market
from November 5, 1996 through July 24, 1997 and on the NASDAQ National Market
after July 24, 1997.
The following table summarizes the high and low closing sale prices per
share of our common stock for the periods indicated, as reported on the NASDAQ
National Market(SM):
2001 HIGH LOW
- ----------- ---- ---
1st Quarter 5.00 3.03
2nd Quarter 9.67 3.63
3rd Quarter 11.59 6.70
4th Quarter 9.48 6.70
2002 HIGH LOW
- ------------- ---- ---
1st Quarter 8.75 6.90
2nd Quarter 8.16 7.15
3rd Quarter 7.96 5.08
4th Quarter 5.35 2.97
On March 24, 2003, the last reported sale price for the common stock
was $3.76 per share. As of March 24, 2003, we had 437 record holders of common
stock plus an estimated 7,300 additional beneficial shareholders.
Famous Dave's Board of Directors has not declared any dividends on our
common stock since its inception, and does not intend to pay out any cash
dividends on our common stock in the foreseeable future. The Board of Directors
presently intends to retain all earnings, if any, to finance the development and
opening of additional units. The payment of cash dividends in the future, if
any, will be at the discretion of the Board of Directors and will depend upon
such factors as earnings levels, capital requirements, our financial condition
and other factors deemed relevant by the Board of Directors.
10
RECENT SALES OF UNREGISTERED SECURITIES
On August 22, 2000, we completed an acquisition from Cascade
Restaurant, Inc., d/b/a Hunter's Restaurant & Pub of certain assets comprising
one restaurant located in Sterling, Virginia. The purchase was completed in part
through the issuance of 70,000 shares of our common stock valued at $3.35 per
share to the shareholders of Cascade Restaurant, Inc. In connection with this
issuance, our Company relied on the exemption from registration under Sections
4(2) and 4(6) of the Securities Act of 1933, as amended, based on our Company's
belief that the transaction did not involve any public offering and each of the
investors was "accredited" as defined in Rule 501(a) of Regulation D. We agreed
to register the shares issued in connection with the acquisition. In connection
with this issuance, we filed a registration statement on Form S-3, SEC File No.
333-48492, covering the resale of such shares with the Securities and Exchange
Commission on October 24, 2000. The SEC declared this registration statement
effective on November 3, 2000. Our Company received no proceeds from any sale of
our Company's common stock by the selling shareholders under the registration
statement.
On October 12, 2000, we completed an acquisition of certain assets
comprising two existing steakhouse restaurants from Santa Barbara Restaurant
Group, Inc., which restaurants are located in the Salt Lake City, Utah suburbs
of Midvale and Layton. The purchase was completed in part through the issuance
of 125,000 shares of our common stock, valued at $3.50 per share, to Santa
Barbara Restaurant Group, Inc. In connection with this issuance, our Company
relied on the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended, based on our Company's belief that the transaction did
not involve any public offering. We agreed to register the shares issued in
connection with the acquisition. In connection with this issuance, we filed a
registration statement on Form S-3, SEC File No. 333-48492, covering the resale
of such shares with the Securities and Exchange Commission on October 24, 2000.
The SEC declared this registration statement effective on November 3, 2000. Our
Company received no proceeds from any sale of our Company's common stock by the
selling shareholders under the registration statement.
On December 1, 2000, we completed an acquisition from Hunter's
Restaurant & Pub of certain assets comprising one restaurant located in Oakton,
Virginia. The purchase was completed in part through the issuance of 19,000
shares of our common stock valued at $3.406 per share to the individual
shareholder of Hunter's Restaurant and Pub. On December 4, 2000, we issued an
additional 17,200 shares of our common stock to the individual shareholder of
Cascade Restaurant, Inc., d/b/a Hunter's Restaurant & Pub, the corporation from
which we purchased the assets comprising one restaurant in Sterling, Virginia on
August 22, 2000. This common stock issuance was made in lieu of a $60,000 cash
payment due in connection with the Sterling restaurant acquisition. For purposes
of this issuance, the common stock was valued at $3.50 per share. In connection
with both of these issuances, our Company relied on the exemptions from
registration under Sections 4(2) and Section 4(6) of the Securities Act of 1933,
as amended, based on our Company's belief that the transaction did not involve
any public offering and the investor was "accredited" as defined in Rule 501(a)
of Regulation D. We agreed to register the shares issued in connection with the
acquisition. In connection with these issuances, we filed a registration
statement on Form S-3, SEC File No. 333-54562, covering the resale of such
shares with the Securities and Exchange Commission on January 29, 2001. Our
Company received no proceeds from any sale of our Company's common stock by the
selling shareholders under the registration statement.
11
In July 2001, Famous Dave's Ribs of Maryland, Inc., a Minnesota
corporation and our Company's wholly-owned subsidiary ("RIBS"), entered into an
Asset Purchase Agreement with Great Seneca Restaurant, LLC, d/b/a Hunter's
Restaurant & Pub and Naval K. Mehra to purchase certain assets used in
connection with the restaurant located in Gaithersburg, Maryland. The purchase
was completed in part through the issuance of 26,000 shares of our common stock
valued at $7.95 per share to Mr. Mehra. In connection with this issuance, our
Company relied on the exemptions from registration under Sections 4(2) and 4(6)
of the Securities Act of 1933, as amended, based on our Company's belief that
the transaction did not involve any public offering and that the investor is
"accredited." We agreed to register the shares issued in connection with the
acquisition. In connection with this issuance, we filed a registration statement
on Form S-3, SEC File No. 333-86358, covering the resale of such shares with the
Securities and Exchange Commission on April 6, 2002. Our Company received no
proceeds from any sale of our Company's common stock by the selling shareholders
under the registration statement.
On November 12, 2001, our Company issued 1,000,000 shares of common
stock in a private equity placement to a limited number of institutional
investors at a price of $6.00 per share, from which we received net cash
proceeds after commissions and related expenses of $5,322,000. The proceeds are
to be used primarily to develop new restaurants and for general corporate
purposes. In connection with this issuance, our Company relied upon the
exemptions from federal registration under Sections 4(2) and 4(6) of the
Securities Act of 1933, as amended, and specifically Rule 506 of Regulation D
promulgated thereunder, based on our Company's belief that the transaction did
not involve a public offering and each of the investors was "accredited" as
defined in Rule 501(a) of Regulation D.
In connection with the November 12, 2001 issuance, on November 16, 2001
we filed a registration statement on Form S-3 covering the resale of such shares
with the Securities and Exchange Commission. This registration statement, SEC
File No. 333-73504, was declared effective by the SEC on November 21, 2001. Our
Company will receive no additional proceeds from the sale of our Company's
common stock by the selling shareholders under this registration statement.
12
ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
The selected financial data presented below should be read in
conjunction with the consolidated financial statements and notes included in
Item 8 of this Form 10-K, and in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in Item 7 of
this Form 10-K.
CONSOLIDATED STATEMENT OF OPERATIONS DATA
(IN THOUSANDS):
For Fiscal Year Ending
12/29/02 12/30/01 12/31/00 1/2/00 1/3/99
----------- ------------ ----------- ----------- ----------
Revenues, net $ 90,820 $ 87,673 $ 70,160 $ 47,629 $ 40,781
Income (loss) from operations 4,470 6,209 2,581 (6,223) (4,977)
Income (loss) before income taxes (2,139) 4,108 2,112 (6,610) (4,829)
Benefit from income taxes 1,211 4,010 0 0 0
Net income (loss) (928)(1) 8,118 2,112 (6,610)(1) (4,829)(1)
Basic net income (loss) per common share (.08) .81 .23 (.75) (.55)
Diluted net income (loss) per common share (.08) .75 .22 (.75) (.55)
(1) Net loss for years December 29, 2002, January 2, 2000, and January
3, 1999 includes an impairment loss of long-lived assets of
approximately $4.8 million, $5.5 million and $1.6 million,
respectively.
CONSOLIDATED BALANCE SHEET DATA
(IN THOUSANDS):
For Fiscal Year Ending
12/29/02 12/30/01 12/31/00 1/2/00 1/3/99
----------- ------------ ----------- ----------- ----------
Cash and cash equivalents $ 9,473 $ 7,398 $ 1,895 $ 1,712 $ 1,951
Total assets 74,817 70,440 52,963 43,326 41,169
Current liabilities 7,781 7,309 8,362 11,239 7,096
Long-term obligations, net of current
portion 19,744 16,442 14,540 5,077 1,000
Stockholders' equity 47,292 46,689 30,061 27,010 33,073
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The business of Famous Dave's of America, Inc. is to develop, operate
and/or franchise casual dining restaurants under the name "Famous Dave's". As of
December 29, 2002, there were 73 Famous Dave's restaurants: 40 were company
owned and operated, and 33 were franchised. The locations are summarized in the
table below:
COMPANY OWNED FRANCHISED TOTAL
STATE RESTAURANTS RESTAURANTS RESTAURANTS
----- ----------- ----------- -----------
Alabama 0 1 1
Georgia 2 1 3
Illinois 9 4 13
Indiana 0 1 1
Iowa 3 1 4
Kentucky 0 1 1
Maryland 5 0 5
Minnesota 12 6 18
Nebraska 1 4 5
New Jersey 0 1 1
North Dakota 0 1 1
Ohio 0 1 1
Oklahoma 1 0 1
South Dakota 0 1 1
Tennessee 0 2 2
Texas 2 0 2
Utah 0 2 2
Virginia 5 0 5
Wisconsin 0 6 6
-- -- --
40 33 73
Our Company's future additional revenues and profits will depend upon
various factors, including additional market acceptance of the Famous Dave's
concept, the quality of the restaurant operations, the ability to successfully
expand into new markets, our ability to raise additional financing as required
and general economic conditions. There can be no assurance we will successfully
implement our expansion plans, in which case we will continue to be dependent on
revenues from existing operations. We also face all of the risks, expenses and
difficulties frequently encountered in the development of an expanding business.
Furthermore, to the extent that our expansion strategy is successful, we must
manage the transition to multiple-site and higher-volume operations, the control
of overhead expenses and the addition and retention of necessary personnel.
Components of operating expenses include food and beverage costs,
operating payroll and employee benefits, occupancy costs, repair and
maintenance, and advertising and promotion. Certain of these costs are variable
and will increase with sales volume. The primary fixed costs are corporate and
restaurant management and occupancy costs. Our experience is that when a new
restaurant opens, it incurs higher than normal levels of labor and food costs
until operations stabilize, usually during the first three months of operation.
As restaurant management and staff gain experience following the opening, labor
scheduling, food cost management and operating expense control are improved to
levels similar to those at our more established restaurants.
General and administrative expenses include all corporate and
administrative functions that serve to support existing operations and provide
an infrastructure to support future growth. Management, supervisory and staff
salaries, employee benefits, travel, rent, depreciation, general insurance and
marketing expenses are major items in this category.
14
Our Company has elected a 52 or 53 week fiscal year ending on the
Sunday nearest December 31. Fiscal years 2000, 2001 and 2002 were all 52 week
years. For 2003 and 2004, the fiscal year will be 52 and 53 weeks respectively.
Our Company was formed in March 1994 and we opened our first restaurant
in Minneapolis in June 1995.
OPERATING RESULTS
Overall results of operations for the 52 weeks ended December 29, 2002
reflect the opening of eight new company-owned units during fiscal 2002. Our
overall operating results for fiscal 2002, fiscal 2001, and fiscal 2000,
expressed as a percentage of total revenue, were as follows:
FISCAL YEARS ENDED
------------------
DECEMBER 29 DECEMBER 30 DECEMBER 31
2002 2001 2000
---- ---- ----
Revenues 100.0% 100.0% 100.0%
Unit-Level Costs and Expenses:
Food and Beverage Costs 30.1 30.8 32.2
Labor and Benefits 27.8 27.2 28.1
Operating Expenses 22.0 21.9 22.2
Depreciation and Amortization 5.1 5.1 5.3
Pre-opening Expenses 1.2 0.7 1.2
----- ----- -----
Total Costs and Expenses 86.2 85.7 89
----- ----- -----
Income from Unit-level Operations 13.8 14.3 11.0
General and Administrative Expenses 8.9 7.3 7.4
----- ----- -----
Income from Operations 4.9 7.0 3.6
Interest and Other Income (Expense) (1.3) (1.4) (1.6)
Gain on Sale of Property 0.6 0.2 0.9
Loss from Investment in Unconsolidated Affiliate (6.6) (1.2) 0.0
----- ----- -----
Income (Loss) before Taxes (2.4) 4.6 2.9
Benefit from Income Tax 1.3 4.7 0.0
----- ----- -----
Net Income(Loss) (1.1)% 9.3% 2.9%
===== ===== =====
15
A breakdown of our restaurant operating results were as follows (amounts in
$000's):
FOR FISCAL YEAR ENDING 12/29/02
-------------------------------
Restaurant Operations Total Company
--------------------- -------------
% of % of
Amount Revenue Amount Revenue
------ ------- ------ -------
Revenue.............................. $86,378 100.0% $90,820 100.0%
Unit-Level Costs and Expenses:
Food and Beverage Costs............ 27,355 31.7 27,355 30.1
Labor and Benefits................. 25,252 29.2 25,252 27.8
Operating Expenses................. 20,009 23.2 20,009 22.0
Depreciation and Amortization...... 4,358 5.0 4,630 5.1
Pre-opening Expenses............... 0 0.0 1,040 1.2
------- ----- ------- -----
Total Costs and Expenses........ 76,974 89.1 78,286 86.2
------- ----- ------- -----
Income from Unit-level Operations.... $ 9,404 10.9% $12,534 13.8%
======= ===== ======= =====
FOR FISCAL YEAR ENDING 12/30/01
-------------------------------
Restaurant Operations Total Company
--------------------- -------------
% of % of
Amount Revenue Amount Revenue
------ ------- ------ -------
Revenue.............................. $85,360 100.0% $87,673 100.0%
Unit-Level Costs and Expenses:
Food and Beverage Costs............ 26,980 31.6 26,980 30.8
Labor and Benefits................. 23,830 27.9 23,834 27.2
Operating Expenses................. 19,158 22.4 19,158 21.9
Depreciation and Amortization...... 4,222 4.9 4,463 5.1
Pre-opening Expenses............... 0 0.0 629 0.7
------- ----- ------- -----
Total Costs and Expenses........ 74,190 86.8 75,064 85.7
------- ----- ------- -----
Income from Unit-level Operations.... $11,170 13.2% $12,609 14.3%
======= ===== ======= =====
FOR FISCAL YEAR ENDING 12/31/00
-------------------------------
Restaurant Operations Total Company
--------------------- -------------
% of % of
Amount Revenue Amount Revenue
------ ------- ------ -------
Revenue.............................. $69,192 100.0% $70,160 100.0%
Unit-Level Costs and Expenses:
Food and Beverage Costs............ 22,611 32.7 22,611 32.2
Labor and Benefits................. 19,686 28.5 19,686 28.1
Operating Expenses................. 15,568 22.5 15,573 22.2
Depreciation and Amortization...... 3,479 5.0 3,694 5.3
Pre-opening Expenses............... 0 0.0 850 1.2
------- ----- --- --- -----
Total Costs and Expenses........ 61,344 88.7 62,414 89.0
------- ----- ------- -----
Income from Unit-level Operations.... $ 7,848 11.3% $ 7,746 11.0%
======= ===== ======= =====
16
FISCAL YEAR 2002 COMPARED TO FISCAL YEAR 2001
Total Revenues -- Our Company's total revenues were
$90,820,000 for fiscal 2002, compared to $87,673,000 for fiscal 2001, a 3.6%
increase. This increase is due to additional restaurant openings, and increased
franchising and royalty revenues. Each of these components is further discussed
below.
Restaurant Revenue -- Restaurant revenue increased by
$1,019,000 or 1.2% to $86,378,000 for the year ended December 29, 2002 from
$85,360,000 for the year ended December 30, 2001. The increase in revenue was
due primarily to an additional eight restaurants opened during fiscal 2002,
adding to the base of 37 restaurants open as of December 30, 2001 (approximately
$4.6 million of additional revenue), the contribution of a full year of revenue
from restaurants which were open for only part of 2001 (approximately $5.9
million of additional revenue) offset by the sale of five company restaurants to
franchisees in three separate transactions (approximately $9.0 million less in
revenues) and a decrease in revenue from restaurants open for all of both
periods (approximately $0.5 million). Because of the fiscal 2002 restaurant
openings, and expected additional restaurant openings in 2003, we anticipate
revenue and operating costs and expenses to continue to increase during fiscal
2003. During fiscal 2002, we increased menu prices an average of 0.5%.
Other Revenue -- Other revenue for our Company consists of
royalty revenues, franchise fees and initial franchise fees. Franchise revenues
for fiscal 2002 were $4,232,000, a 100% increase when compared to $2,121,000 for
the same period in 2001. Franchise revenue includes both franchise royalty
income and initial franchise fees. Royalties are based on a percent of sales,
while fee amounts reflect initial non-refundable fixed fees, which are recorded
as revenue when an agreement is signed and no additional significant services
are required by our Company. There were 33 franchise-operated restaurants open
at December 29, 2002, compared to 19 at December 30, 2001.
Our Company also receives licensing royalties from a retail
line of business, including sauces, seasonings and prepared meats. For fiscal
year 2002, the licensing royalty income was $210,000, compared to $192,000 for
the same period in 2001.
Same Store Sales -- It is our policy to include in our same
store sales base restaurants that have been open more than 18 months. At the end
of fiscal 2002, there were 28 restaurants included in this base. Same store
sales for fiscal 2002 decreased approximately 0.3%, compared to fiscal 2001's
increase of approximately 2.9%. We believe that the decrease in comparable sales
is a result of a difficult economic environment during 2002.
Average Weekly Sales -- Average weekly volume for all of our
company-operated restaurants was $46,101 during 2002 and $46,441 for
franchise-operated restaurants. Average weekly volume for our company-operated
restaurants was $46,430 during 2001 and $45,190 for franchise-operated
restaurants.
Food and Beverage Costs -- Food and beverage costs for fiscal
2002 were $27,355,000 or 31.7% of restaurant revenue compared to $26,980,000 or
31.6% for fiscal 2001. An increase in the price of pork products earlier in 2002
was offset by decreases in other commodity costs, including beef and chicken.
With lower pork prices already negotiated for the 2003 contract, we expect to
see a slight decrease in food costs as a percent of restaurant revenues.
Labor and Benefits -- Labor and benefits were $25,252,000 or
29.2% of restaurant revenue in fiscal 2002 compared to $23,830,000 or 27.9% of
restaurant revenue in fiscal 2001. The increase in labor and benefits as a
percentage of restaurant revenue is primarily due to decreased efficiencies in
scheduling and managing labor hours, increases in benefits costs and additional
staffing in preparation for new restaurant openings. Full service restaurants
that operate in states without a "tip credit" (such as Minnesota) experience a
higher wage rate for dining room labor than do restaurants located in states
where a tip credit is available to reduce wages paid to foodservers. The
migration toward full service dining in most of our restaurants is part of our
strategy for increasing unit-level revenue, but results in higher labor costs.
Operating Expenses -- Operating expenses for fiscal 2002 were
$20,009,000 or 23.2% of restaurant revenue, compared to $19,158,000 or 22.4% of
restaurant revenue for fiscal 2001. The dollar increase in operating expenses
was related to the increased number of restaurants. The increase in operating
expenses as a percent of restaurant
17
revenue in fiscal 2002, compared to fiscal 2001, was primarily due to lower
average restaurant revenues against slightly higher fixed costs.
Depreciation and Amortization -- Unit-level depreciation and
amortization for fiscal 2002 was $4,358,000 or 5.0% of restaurant revenue,
compared to $4,222,000 or 4.9% of restaurant revenue for fiscal 2001. Total
company depreciation and amortization for fiscal 2002 was $4,630,000, or 5.1% of
revenue, compared to $4,463,000 or 5.1% of revenue in fiscal 2001. The slight
increase in depreciation and amortization, both at the unit level and for the
total company, as a percent of revenue was due primarily to lower average weekly
restaurant revenue in fiscal 2002. The increased dollar amount of depreciation
expense is the result of construction costs of new units opened in fiscal 2002.
Income from Unit-level Operations -- Income from unit-level
operations in fiscal 2002 totaled $12,534,000, or 13.8% of revenue, compared to
$12,609,000 or 14.3% of revenue for fiscal 2001. Income from unit-level
operations represents income from operations before general and administrative
expenses. Although income from unit-level operations should not be considered an
alternative to income/loss from operations as a measure of our operating
performance, such unit-level measurement is commonly used as an additional
measure of operating performance in the restaurant industry and certain related
industries. The decrease in income from unit-level operations from fiscal 2002
to fiscal 2001 was primarily attributable to the decrease in average weekly
sales and an increase in operating costs of new units opened during fiscal 2002.
Pre-opening Expenses -- Pre-opening expenses were $1,040,000
for 2002 compared to $629,000 for fiscal 2001. These expenses reflect the
opening and conversion of eight new restaurants in fiscal 2002 compared to six
new restaurants in fiscal 2001.
General and Administrative Expenses -- General and
administrative expenses totaled $8,064,000 or 8.9% of revenue in fiscal 2002
compared to $6,400,000 or 7.3% of revenue in fiscal 2001. The dollar increase
reflects an increase in the corporate infrastructure to support recent
restaurant growth.
Income From Operations -- Income from operations totaled
$4,470,000 or 4.9% of revenue for fiscal 2002 compared to $6,209,000 or 7.0% of
revenue for fiscal 2001. The decrease in income from fiscal 2001 to fiscal 2002
was primarily due to the increase in the corporate infrastructure.
Interest Income (Expense), Net -- Interest income (expense),
net, totaled ($1,038,000) or (1.1%) of revenue for fiscal 2002 compared to
($1,439,000) or (1.6%) of revenue for fiscal 2001. This primarily represents
interest expense from capital lease obligations, a line of credit, notes payable
and financing lease obligations. The decrease in expense from fiscal 2001 to
fiscal 2002 was primarily due to additional interest income received via notes
receivable our Company holds with franchisees, as well as a decrease in interest
expense on our existing borrowings from lower interest rates.
Gain on Sale of Property and Other Income -- During fiscal
2002 our Company recorded a gain on sale of property and other income of
$423,000, or 0.5% of revenue. This compares to $367,000, or 0.4% of revenue for
fiscal 2001. These gains are attributable to various sales of property, offset
by losses on disposals of property.
Equity in Loss from Unconsolidated Affiliate -- The equity in
loss from unconsolidated affiliate was ($5,994,000), or (6.6%) of revenue for
fiscal 2002. This compares to ($1,029,000), or (1.2%) of revenue for fiscal
2001. These losses relate to our Company's 40% investment in FUMUME, LLC.
Effective June 1, 2001, Famous Dave's Ribs-U, Inc., our wholly-owned subsidiary,
entered into a joint venture with Memphis-based Lifestyle Ventures, LLC, H&H
Holding Company, LLC and another investor to develop a themed restaurant concept
based on the entertainment artist Isaac Hayes. Pursuant to the agreement
governing the joint venture, the participants in the joint venture formed a
Delaware limited liability company named FUMUME, LLC. FUMUME, LLC opened its
first location in Chicago in June 2001 and its second location in Memphis,
Tennessee in October 2001. Each location is structured as a separate Delaware
limited liability company, each of which is wholly owned by FUMUME, LLC.
In exchange for a 40% interest in FUMUME, LLC, our Company agreed to
contribute: (i) $825,507 in working capital, (ii) the assets comprising Famous
Dave's Ribs and Blues Club in Chicago and (iii) certain rights to use Famous
18
Dave's various licensed marks. Although the joint venture that owns the Chicago
club is now responsible for the payment of the rent for the Chicago club, our
Company remains liable under the lease with the landowner.
Our Company had agreed to reimburse FUMUME, LLC for operating losses
incurred at the Memphis and Chicago clubs. This obligation would terminate with
respect to the Chicago club if after any two-year period ending May 31 there had
been cumulative operating losses. With respect to the Memphis club, this
obligation would terminate if cumulative operating losses exceeded $2.0 million
or if after any five-year period ending May 31 there were cumulative operating
losses.
This obligation terminated February 26, 2003 upon our disposition of
our 40% interest in FUMUME, LLC. See Footnote 17 - Subsequent Events.
Benefit from income taxes -- Our Company realized a benefit
from income taxes during fiscal 2002 of $1,211,000, which includes the
recognition of the net operating loss carryforwards created in the year ended
December 29, 2002 that can be used to reduce future tax liabilities. The tax
benefit of $4,010,000 recognized in 2001 was primarily due to the reduction of a
valuation allowance established in previous years which related to the Company's
net operating loss carryforward. For the year ended December 29, 2002, the
benefit from income taxes represents a $.11 per share reduction in our net loss
per share on 11,335,000 weighted average shares outstanding.
Net Income (loss) / Diluted Net Income per Share -- Net loss
for fiscal 2002 was ($928,000) or ($.08) per share on 11,335,000 weighted
average shares outstanding, compared to net income of $8,118,000 or $.75 per
share on 10,879,000 weighted average shares outstanding for fiscal 2001. The
decrease in net income (loss) and diluted net income per share in fiscal 2002
was due primarily from an increase in our loss of an investment in an
unconsolidated affiliate of $4,965,000, and a decrease in our benefit from
income taxes of $2,799,000.
FISCAL YEAR 2001 COMPARED TO FISCAL YEAR 2000
Total Revenues -- Our Company's total revenues were
$87,673,000 for fiscal 2001, compared to $70,160,000 for fiscal 2000, a 25%
increase. This increase was due to additional restaurant openings, increased
same store sales, and increased franchising and royalty revenues. Each of these
components is further discussed below.
Restaurant Revenue -- Restaurant revenue increased by
$16,168,000 or 23.4% to $85,360,000 for the year ended December 30, 2001 from
$69,192,000 for the year ended December 31, 2000. The increase in revenue was
due primarily to an additional six restaurants opened during fiscal 2001, adding
to the base of 33 restaurants open as of December 31, 2000 (approximately $8.0
million of the increase), the contribution of a full year of revenue from
restaurants which were open for only part of 2000 (approximately $11.7 million
of the increase) and an increase in revenue from restaurants open for all of
both periods (approximately $1.0 million). The revenue increase was offset by
the decline in revenue from two existing restaurants, one which was contributed
to an unconsolidated affiliate, the other which was franchised in fiscal 2001
(approximately $2.3 million), by the sales of our Ribfest and Retail units
(approximately $1.4 million), and by the sale of two restaurant units during
fiscal 2000 (approximately $.8 million). During fiscal 2001, we increased menu
prices an average of 1.5%.
Other Revenue -- Other revenue for the Company consists of
royalty revenues, franchise fees and initial franchise fees. Franchise revenues
for fiscal 2001 were $2,121,000, a 134.6% increase when compared to $904,000 for
the same period in 2000. Franchise revenue includes both franchise royalty
income and initial franchise fees. Royalties are based on a percent of sales,
while fee amounts reflect initial non-refundable fixed fees which are recorded
as revenue when an agreement is signed and no additional material services are
required by the Company. Our Company had 19 franchises open at December 30,
2001, compared to nine for December 31, 2000. During the second quarter of
fiscal 2000, our Company sold its sauce and seasoning retail line of business
and now receives licensing royalty income. For fiscal year 2001, the licensing
royalty income was $192,000, compared to $64,000 for the same period in 2000.
19
Same Store Sales -- At the end of fiscal 2001, there were 27
restaurants that have been open more than 18 months included in this base. Same
store sales for fiscal 2001 increased approximately 2.9%, compared to fiscal
2000's increase of approximately 5.3%. We believe that the increase in
comparable sales was a result of continued improvements in customer satisfaction
and favorable economic trends.
Average Weekly Sales -- Average weekly volume for all of our
restaurants was $46,430 during fiscal year 2001. (Restaurants opened in the last
two fiscal years averaged weekly sales in 2001 of $48,800, while those opened in
1999 or prior averaged weekly sales in 2001 of $44,900). Restaurant operating
weeks during fiscal 2001 totaled 1,838 compared to 1,532 in fiscal 2000. The
increase in average weekly volume was due to the 2.9% increase in comparable
restaurant sales combined with the successful opening of new, higher volume
restaurants.
Food and Beverage Costs -- Food and beverage costs for fiscal
2001 were $26,980,000 or 31.6% of restaurant revenue compared to $22,611,000 or
32.7% for fiscal 2000. The decrease in food and beverage costs as a percent of
restaurant revenue was primarily due to an increase in higher margin liquor
sales, increased cost controls, and menu price increases.
Labor and Benefits -- Labor and benefits were $23,834,000 or
27.9% of restaurant revenue in fiscal 2001 compared to $19,686,000 or 28.5% of
restaurant revenue in fiscal 2000. The increase in labor and benefits in dollar
amount was primarily attributable to the opening of six new restaurants with
full service as well as a heightened emphasis on training and execution in our
restaurants. The decrease in labor and benefits as a percentage of restaurant
revenue was primarily due to increased efficiencies in scheduling and managing
labor hours, offset by increases in benefits costs. Full service restaurants
that operate in states without a "tip credit" (such as Minnesota) experience a
higher wage rate for dining room labor than do restaurants located in states
where a tip credit is available to reduce wages paid to foodservers.
Operating Expenses -- Operating expenses for fiscal 2001 were
$19,158,000 or 22.4% of restaurant revenue, compared to $15,573,000 or 22.5% of
restaurant revenue for fiscal 2000. The dollar increase in operating expenses is
related to the increased number of restaurants. The decrease in operating
expenses as a percent of restaurant revenue in fiscal 2001, compared to fiscal
2000, was primarily due to continued emphasis placed on cost reduction efforts
as well as the impact of fixed costs against a higher average volume, offset by
sharp increases in utility costs during the first quarter of 2001.
Depreciation and Amortization -- Unit-level depreciation and
amortization for fiscal 2001 was $4,222,000 or 4.9% of restaurant revenue,
compared to $3,479,000 or 5.0% of restaurant revenue for fiscal 2000. Total
company depreciation and amortization for fiscal 2001 was $4,463,000, or 5.1% of
revenue, compared to $3,694,000 or 5.3% of revenue in fiscal 2000. The decrease
in depreciation and amortization, both at the unit level and for our total
company, as a percent of revenue was due primarily to increased revenue from
both new and existing restaurants in fiscal 2001. The increased dollar amount of
depreciation expense was the result of construction costs of new units opened in
fiscal 2001 and a full year's depreciation from locations open only part of
fiscal 2000.
Income from Unit-level Operations -- Income from unit-level
operations in fiscal 2001 totaled $12,609.000, or 14.3% of revenue, compared to
$7,746,000 or 11.0% of revenue for fiscal 2000. Income from unit-level
operations represents income from operations before general and administrative
expenses. Although income from unit-level operations should not be considered an
alternative to income/loss from operations as a measure of our operating
performance, such unit-level measurement is commonly used as an additional
measure of operating performance in the restaurant industry and certain related
industries. The increase in income from unit-level operations from fiscal 2001
to fiscal 2000 was primarily attributable to the increase in revenue both from
existing units and additional units opened and an increase in royalty income and
franchise fees. Other changes in costs and expenses discussed above also
contributed to the increase in income from unit-level operations.
Pre-opening Expenses -- Pre-opening expenses were $629,000 for
2001 compared to $850,000 for fiscal 2000. These expenses reflect the opening
and conversion of six new restaurants in fiscal 2001 compared to 11 new
restaurants in fiscal 2000.
20
General and Administrative Expenses -- General and
administrative expenses totaled $6,400,000 or 7.3% of revenue in fiscal 2001
compared to $5,165,000 or 7.4% of revenue in fiscal 2000. The dollar increase
reflects an increase in the corporate infrastructure to support recent growth.
Income From Operations -- Income from operations totaled
$6,209,000 or 7.1% of revenue for fiscal 2001 compared to $2,581,000 or 3.7% of
revenue for fiscal 2000. The increase in income from operations from fiscal 2000
to fiscal 2001 is due to the increased income from new and existing restaurants
and royalty income and franchise fees.
Interest Income (Expense), Net -- Interest income (expense),
net, totaled ($1,439,000) or (1.6%) of revenue for fiscal 2001 compared to
($1,246,000) or (1.8%) of revenue for fiscal 2000. This primarily represents
interest expense from capital lease obligations, a line of credit, notes payable
and financing lease obligations. The decrease in expense from fiscal 2000 to
fiscal 2001 is primarily due to additional interest income received via notes
receivable our Company holds with franchisees, as well as a decrease in interest
expense on our variable rate line of credit. This was offset slightly by the
increase in interest expense due to increased borrowings.
Gain on Sale of Property and Other Income -- During fiscal
2001, our Company recorded a gain on sale of property and other income of
$367,000, or 0.4% of revenue. This compares to $777,000, or 1.1% of revenue for
fiscal 2000. These gains are attributable to various sales of property, offset
by losses on disposals of property.
Equity in Loss from Unconsolidated Affiliate -- The equity in
loss from unconsolidated affiliate was ($1,029,000), or (1.2%) of revenue for
fiscal 2001. The loss related to our Company's 40% investment in FUMUME, LLC.
Benefit from income taxes -- Our Company realized a benefit
from income taxes during fiscal 2001 of $4,010,000, which includes the value of
the net operating loss carryforwards available at December 30, 2001 that can be
used to reduce future tax liabilities. A valuation allowance for the net
operating loss carryforward had been established in prior years. We reversed the
valuation allowance in 2001 as we expected to fully utilize the net operating
loss carryforward. For the year ended December 30, 2001, the benefit from income
taxes represents a $.37 per share, on 10,879,000 weighted average shares
outstanding, addition to our net income per share.
Net Income(Loss) / Diluted Net Income per Share -- Net income
for fiscal 2001 was $8,118,000 or $.75 per share on 10,879,000 weighted average
shares outstanding, compared to $2,112,000 or $.22 on 9,745,000 weighted average
shares outstanding for fiscal 2000. The increase in net income and diluted net
income per share in fiscal 2001 was due primarily to the benefit from income
taxes recorded during the year of $4,010,000. Without this tax benefit, the net
income for fiscal 2001 would have been $4,108,000 or $.38 per share on
10,879,000 weighted average shares outstanding. The increase in net income and
diluted net income per share in fiscal 2001, net of the tax benefit, is also due
to increased income from restaurant and franchise operations and an emphasis on
controlled expenses, offset by an increase in the number of shares outstanding
and by the loss in a unconsolidated affiliate. If net income had been reported
fully taxed in both years, earnings per share in fiscal 2001 and fiscal 2000
would have been $.23 and $.13, respectively.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143. "Accounting for
Asset Retirement Obligations." SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. Our Company believes the adoption of SFAS No. 143
will not have a material effect on our Company's consolidated financial position
or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS 145 streamlines the reporting of debt extinguishments and
requires that only gains and losses from extinguishments meeting the criteria in
Accounting Policies Opinion 30 will be classified as extraordinary. Our Company
has chosen not to early-adopt SFAS No. 145 and believes the adoption of SFAS No.
145 will not have a material effect on its financial position or its results of
operations.
21
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses accounting
and processing for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue 94-3. SFAS No. 146 requires
the recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred versus the date a company commits to an
exit plan. In addition, SFAS No. 146 states the liability should be initially
measured at fair value. The requirements of SFAS No. 146 are effective for exit
or disposal activities that are initiated after December 31, 2002. Our Company
believes the adoption of SFAS No. 146 will not have a material adverse effect on
its financial position or its results of operations.
Effective for the year ended December 31, 2002, our Company adopted the
disclosure provisions of SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." SFAS 148 amends the disclosure and
certain transition provisions of Statement 123, "Accounting for Stock-Based
Compensation." The additional disclosure requirements of this pronouncement have
not had a material impact on our Company's financial position or results of
operations.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
As of December 29, 2002, our Company held cash and cash equivalents of
approximately $9.5 million compared to approximately $7.4 million as of December
30, 2001. As reflected in the accompanying consolidated financial statements,
this increase in cash and cash equivalents during the fifty-two weeks ended
December 29, 2002 reflects results of operations, cash from financing activities
net of the use of cash for the purchase and/or development of property,
equipment and leasehold improvements (approximately $6.2 million) and funding of
our unconsolidated affiliate.
On November 12, 2001, our Company issued 1,000,000 shares of common
stock in a private equity placement at a value of $6.00 per share, and received
net cash proceeds after commissions and expenses of $5,322,000. The proceeds
were used primarily to develop new restaurants and for general corporate
purposes.
At December 30, 2001, we were a party to a credit agreement with a bank
that provided approximately $4.5 million of borrowing capability to us, of which
approximately $100,000 was outstanding at December 31, 2001. This agreement was
secured by substantially all of our property, and in addition was guaranteed by
and secured by certain of the assets of our Chairman, David Anderson. For fiscal
year 2001, the credit agreement carried an interest rate of 4% above the prime
rate, and provided for borrowing up to a maximum of 50% of the value of a
collateral pool which consisted of our property and certain of the property
pledged to secure the credit agreement by Mr. Anderson. Total availability on
this agreement as of December 30, 2001 was $1,680,000 due to collateral limits.
The credit agreement was paid off in January of 2002.
During fiscal 2000, our Company secured a commitment for $2.5 million
in financing for restaurant equipment, software, and signage. As of December 30,
2001, approximately $1.7 million of this financing had been utilized. No
additional funds have been borrowed under this agreement.
As of December 31, 2001, our Company had in place mortgage financings
secured by land and buildings that provided proceeds of approximately $8.80
million for continued development of Company owned restaurants. During the year
ended December 29, 2002, approximately $4.4 million was added to this financing.
22
Under an agreement entered into in 2001, our Company was obligated to
reimburse Fumume, LLC for operating losses incurred at the Isaac Hayes
entertainment clubs in Memphis and Chicago. Total cash funding under this
obligation was $1.2 million in 2002 and $1.03 million in 2001. On February 26,
2003, we disposed of our 40% interest in Fumume, LLC and, at the same time,
terminated our cash funding obligations. On March 21, 2003, we completed a
transaction with the landlord at the Chicago location that will terminate our
obligations under the lease. Under the agreement, we paid lease termination fees
of approximately $1.6 million and are responsible for rent and property taxes
through April 30, 2003. See Footnote 17 - Subsequent Events.
To continue our expansion, we anticipate that additional financing will
likely be required during fiscal 2003. We anticipate that future development and
expansion will be real estate funded or financed primarily through currently
held cash and short-term investments, and proceeds from forms of financing such
as leases, mortgages or other credit facilities. There are no assurances,
however, that additional financing required for expansion will be available on
terms acceptable or favorable to us. We do not anticipate financing through the
sale of additional equity.
CRITICAL ACCOUNTING POLICIES
Our Company's significant accounting policies are described in Note One
and Note Six to the consolidated financial statements included in our annual
report for the year ended December 29, 2002. The accounting policies used in
preparing our 2002 consolidated condensed financial statements are the same as
those described in our annual report.
Our Company's critical accounting policies are those both having the
most impact to the reporting of our financial condition and results, and
requiring significant judgments and estimates. Our critical accounting policies
include those related to (a) property, equipment and leasehold improvements
impairments; (b) initial franchise revenues; (c) investment in unconsolidated
subsidiary; and (d) deferred tax asset valuation allowance. The evaluation of
long-lived assets for impairment involves management judgment in estimating
future cash flows related to and fair values of such assets. Initial franchise
revenues are recognized when our Company has performed substantially all of its
obligations as franchisor. Management records the investment in unconsolidated
subsidiary on the equity method based on our Company's net loss obligation (100%
of the cash loss). The evaluation of our deferred tax asset involves our
judgement of our company's future utilization of loss carryforwards and tax
credits.
CONTRACTUAL OBLIGATIONS
The following table provides aggregate information about our
contractual payment obligations and the periods in which payments are due:
Payments Due by Period (in thousands)
Contractual
Obligations Total 2003 2004 2005 2006 2007 Thereafter
------------ ------------ ------------ ------------ ------------ ------------ -------------
Long Term Debt $ 12,809,000 $ 387,000 $ 417,000 $ 453,000 $ 491,000 $ 531,000 $ 10,530,000
Financing Leases 4,500,000 0 0 0 0 0 4,500,000
Capital Leases 1,262,000 794,000 346,000 106,000 16,000 0 0
Operating Leases 54,378,000 2,889,000 2,919,000 2,948,000 3,035,000 3,090,000 39,497,000
------------ ------------ ------------ ------------ ------------ ------------ -------------
Total $ 72,949,000 $ 4,070,000 $ 3,682,000 $ 3,507,000 $ 3,542,000 $ 3,621,000 $ 54,527,000
============ ============ ============ ============ ============ ============ =============
See Notes 8, 9, 10, and 16 to our Consolidated Financial Statements included in
this Annual Report on Form 10-K for details of our contractual obligations.
23
INCOME TAXES
At December 29, 2002, our Company had federal and state net operating
loss carryforwards ("NOL's") for tax reporting purposes of approximately $13.3
million, which if not used will begin to expire in 2011 and tax credit
carryforwards of approximately $1.0 million, which if not used, will begin to
expire in 2011. Future changes in ownership, if any, may place limitations on
the use of these NOL's.
QUARTERLY FLUCTUATIONS, SEASONALITY AND INFLATION
Our Company restaurants typically generate higher revenues in the
second and third quarters and lower revenues in the first and fourth quarters as
a result of seasonal traffic increases experienced during the summer months, and
possible adverse weather which can disrupt customer and employee transportation
to our restaurants.
The primary inflationary factors affecting our operations include food
and beverage and labor costs. In addition, our leases require us to pay taxes,
maintenance, repairs and utilities and these costs are subject to inflationary
increases. In addition, we are subject to interest rate changes based on market
conditions.
We believe low inflation rates have contributed to relatively stable
costs. There is no assurance, however, that low inflation rates will continue.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company's financial instruments include cash and cash equivalents
and long-term debt. Our Company includes as cash and cash equivalents
certificates of deposits and all other investments with original maturities of
three months or less when purchased and which are readily convertible into known
amounts of cash. Our Company's cash and cash equivalents are not subject to
significant interest rate risk due to the short maturities of these instruments.
The total outstanding long-term debt of our Company as of December 29, 2002 was
$12,809,000. Of the outstanding long-term debt, approximately $2,877,000
consists of a variable interest rate while the remaining $9,932,000 was subject
to a fixed interest rate. Our Company does not see the variable interest rate
long-term debt as a significant interest rate risk.
Our Company's primary exposure to market risk associated with changes
in interest rates previously involved a revolving line of credit with Associated
Commercial Finance, Inc. (fka BNC Financial Corporation). Advances on this line
of credit were due on demand and accrued interest at the prime rate plus 4%,
payable monthly. This revolving line of credit was paid in full and cancelled in
January 2002.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K constitute "Forward-Looking
Statements" within the meaning of the private securities litigation reform act
of 1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause our actual
results, performance, or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
additional market acceptance of the Famous Dave's concept; our ability to
successfully expand into new markets; our ability to execute our expansion
strategy; changes in business strategy or development plans; availability and
terms of capital; changes in costs of food, labor, employee benefits, insurance
and utilities, changes in government regulations; competition; availability of
locations and terms of sites for restaurant development; development and other
operating costs; advertising and promotional efforts; brand awareness and other
factors referenced in this Form 10-K.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of Famous Dave's of America, Inc.
are included herein following the signatures, beginning at page F-1.
24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On September 26, 2002, our Company replaced its independent accountants,
Virchow, Krause & Company, LLP, with Grant Thornton LLP.
25
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is incorporated herein by
reference to our definitive proxy statement to be filed pursuant to Regulation
14 A within 120 days after the end of the fiscal year covered by this form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this Item is incorporated herein by
reference to our definitive proxy statement to be filed pursuant to Regulation
14 A within 120 days after the end of the fiscal year covered by this form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information in response to this Item is incorporated herein by
reference to our definitive proxy statement to be filed pursuant to Regulation
14 A within 120 days after the end of the fiscal year covered by this form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is incorporated herein by
reference to our definitive proxy statement to be filed pursuant to Regulation
14 A within 120 days after the end of the fiscal year covered by this form 10-K.
PART IV
ITEM 14. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(C) promulgated under the Securities Exchange Act of 1934, as
amended, within 90 days of the filing of this report. Based on this evaluation,
our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are effective.
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced above.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits.
See "exhibit index" on the page following the consolidated financial
statements.
(b) Reports on Form 8-K.
None
ITEM 16. PRINCIPAL ACCOUNTANT'S FEES
The information required by this item appears in our definitive proxy
statement for our 2003 annual meeting of shareholders under the caption
"Independent Accountants," which information is incorporated herein by
reference.
26
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FAMOUS DAVE'S OF AMERICA, INC.
("REGISTRANT")
Dated: March 28, 2003 By /s/ Martin J. O'Dowd
------------------------
Martin J. O'Dowd
Chief Executive Officer, President and Secretary
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed on March 28, 2003 by the following persons on
behalf of the Registrant, in the capacities indicated.
SIGNATURE TITLE
/s/ David W. Anderson Chairman of the Board
---------------------
David W. Anderson
/s/Martin J. O'Dowd Chief Executive Officer, President, Secretary
-------------------
Martin J. O'Dowd and Director (principal executive officer)
/s/Kenneth J. Stanecki Chief Financial Officer (principal accounting officer)
----------------------
Kenneth J. Stanecki
/s/ Thomas J. Brosig Director
--------------------
Thomas J. Brosig
/s/ Richard L. Monfort Director
----------------------
Richard L. Monfort
/s/ K. Jeffrey Dahlberg Director
-----------------------
K. Jeffrey Dahlberg
/s/ Dean Riesen Director
---------------
Dean Riesen
27
CERTIFICATIONS
I, Martin J. O'Dowd, certify that:
1. I have reviewed this annual report on Form 10-K of
Famous Dave's of America, Inc.;
2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statement made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the registrant as of,
and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls
and procedures to ensure that
material information relating to
the registrant, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this annual report
is being prepared;
b) evaluated the effectiveness of the
registrant's disclosure controls
and procedures as of a date within
90 days prior to the filing date of
this annual report (the "Evaluation
Date"); and
c) presented in this annual report our
conclusions about the effectiveness
of the disclosure controls and
procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to
the registrant's auditors and the audit committee of
registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the
design or operation of internal
controls which could adversely
affect the registrant's ability to
record, process, summarize and
report financial data and have
identified for the registrant's
auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material,
that involves management or other
employees who have a significant
role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Dated: March 28, 2003 /s/ Martin J. O'Dowd
Martin J. O'Dowd
President and Chief Executive Officer
28
I, Kenneth J. Stanecki, certify that:
1. I have reviewed this annual report on Form 10-K of
Famous Dave's of America, Inc.;
2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statement made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the registrant as of,
and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
i. designed such disclosure controls
and procedures to ensure that
material information relating to
the registrant, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this annual report
is being prepared;
ii. evaluated the effectiveness of the
registrant's disclosure controls
and procedures as of a date within
90 days prior to the filing date of
this annual report (the "Evaluation
Date"); and
iii. presented in this annual report our
conclusions about the effectiveness
of the disclosure controls and
procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to
the registrant's auditors and the audit committee of
registrant's board of directors (or persons
performing the equivalent function):
i. all significant deficiencies in the
design or operation of internal
controls which could adversely
affect the registrant's ability to
record, process, summarize and
report financial data and have
identified for the registrant's
auditors any material weaknesses in
internal controls; and
ii. any fraud, whether or not material,
that involves management or other
employees who have a significant
role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Dated: March 28, 2003 /s/ Kenneth J. Stanecki
Kenneth J. Stanecki
Chief Financial Officer
29
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Famous Dave's of America, Inc.:
We have audited the accompanying consolidated balance sheet of Famous Dave's of
America, Inc. and subsidiaries (the Company) as of December 29, 2002, and the
related consolidated statement of operations, shareholders' equity and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Famous
Dave's of America, Inc. and subsidiaries as of December 29, 2002, and the
consolidated results of their operations and their consolidated cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
January 31, 2003 (except for Note 17, to which the date is March 21, 2003)
F-1
INDEPENDENT AUDITORS' REPORT
The Audit Committee, Board of Directors and Shareholders
Famous Dave's of America, Inc.:
We have audited the accompanying consolidated balance sheet of Famous Dave's of
America, Inc. and subsidiaries as of December 30, 2001, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the two years in the period ended December 30, 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Famous
Dave's of America, Inc. and subsidiaries as of December 30, 2001, and the
consolidated results of their operations and their cash flows for the two years
in the period ended December 30, 2001, in conformity with accounting principles
generally accepted in the United States of America.
/s/ VIRCHOW, KRAUSE & COMPANY, LLP
Minneapolis, Minnesota
January 30, 2002
F-2
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 29, 2002 AND DECEMBER 30, 2001
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2002 2001
---------------- ---------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,473 $ 7,398
Accounts receivable, net 1,026 1,903
Inventories 1,775 1,441
Prepaids and other current assets 1,276 1,273
---------------- ---------------
Total current assets 13,550 12,015
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET 51,861 46,940
OTHER ASSETS:
Notes receivable, net of current portion 1,364 1,146
Deposits 375 410
Debt issuance costs, net 653 618
Investment in, and advances to, unconsolidated affiliate 0 4,301
Deferred tax asset 7,014 5,010
---------------- ---------------
$ 74,817 $ 70,440
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit $ 0 $ 100
Current portion of long-term debt 387 695
Current portion of capital lease obligations 708 865
Accounts payable 3,459 2,419
Accrued payroll and related taxes 1,036 1,134
Other current liabilities 2,191 2,096
---------------- ---------------
Total current liabilities 7,781 7,309
LONG-TERM DEBT, NET OF CURRENT PORTION 12,422 8,886
FINANCING LEASE OBLIGATIONS 4,500 4,500
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION 432 1,193
DEFERRED RENT, NET OF CURRENT PORTION 2,117 1,553
DEFERRED GAIN, NET OF CURRENT PORTION 273 310
---------------- ---------------
Total liabilities 27,525 23,751
---------------- ---------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 100,000 shares authorized,
11,388 and 11,180 shares issued and outstanding 114 112
Additional paid-in capital 54,222 52,693
Accumulated deficit (7,044) (6,116)
---------------- ---------------
Total shareholders' equity 47,292 46,689
---------------- ---------------
$ 74,817 $ 70,440
================ ===============
See accompanying notes to consolidated financial statements.
F-3
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2002 2001 2000
------------- ----------- -----------
REVENUES:
Restaurant revenues $ 86,378 $ 85,360 $ 69,192
Franchising royalty income 3,027 1,270 335
Franchise fees 1,205 851 569
Licensing revenue 210 192 64
------------- ----------- -----------
Total revenues 90,820 87,673 70,160
------------- ----------- -----------
COSTS AND EXPENSES:
Food and beverage costs 27,355 26,980 22,611
Labor and benefits 25,252 23,834 19,686
Operating expenses 20,009 19,158 15,573
Depreciation and amortization 4,630 4,463 3,694
Pre-opening expenses 1,040 629 850
General and administrative 8,064 6,400 5,165
------------- ----------- -----------
Total costs and expenses 86,350 81,464 67,579
------------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS 4,470 6,209 2,581
------------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income 362 158 58
Interest expense (1,400) (1,597) (1,304)
Gain on sale of property 549 155 658
Other income (expense) (126) 212 119
Equity in loss of unconsolidated affiliate (5,994) (1,029) 0
------------- ----------- -----------
Total other income (expense) (6,609) (2,101) (469)
------------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (2,139) 4,108 2,112
BENEFIT FROM INCOME TAXES 1,211 4,010 0
------------- ----------- -----------
NET INCOME (LOSS) $ (928) $ 8,118 $ 2,112
============= =========== ===========
BASIC NET INCOME (LOSS) PER COMMON SHARE $ (0.08) $ 0.81 $ 0.23
============= =========== ===========
DILUTED NET INCOME (LOSS) PER COMMON SHARE $ (0.08) $ 0.75 $ 0.22
============= =========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 11,335 9,973 9,149
============= =========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED 11,335 10,879 9,745
============= =========== ===========
See accompanying notes to consolidated financial statements.
F-4
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
(IN THOUSANDS)
Common Stock Additional
----------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
------ -------- ----------- -------------- ----------
BALANCE - JANUARY 2, 2000 9,055 $ 91 $ 43,265 $ (16,346) $ 27,010
Issuance of common stock in
connection with acquisition of
property, equipment and leasehold
improvements (net of expenses
of $10) 232 2 795 -- 797
Issuance of common stock for
accounts payable 16 -- 57 -- 57
Exercise of stock options 43 -- 85 -- 85
Net income -- -- -- 2,112 2,112
------ -------- ----------- -------------- ----------
BALANCE - DECEMBER 31, 2000 9,346 93 44,202 (14,234) 30,061
Issuance of common stock (net of
expenses of $678) 1,000 10 5,312 -- 5,322
Exercise of stock options 774 8 1,881 -- 1,889
Exercise of warrants 60 1 298 -- 299
Tax benefit for stock options exercised -- -- 1,000 -- 1,000
Net income -- -- -- 8,118 8,118
------ -------- ----------- -------------- ----------
BALANCE - DECEMBER 30, 2001 11,180 112 52,693 (6,116) 46,689
Issuance of common stock 26 0 206 -- 206
Exercise of stock options 137 1 305 -- 306
Exercise of warrants 45 1 270 -- 271
Tax benefit for stock options exercised -- -- 707 -- 707
Options issued below market price -- -- 41 -- 41
Net loss -- -- -- (928) (928)
------ -------- ----------- -------------- ----------
BALANCE - DECEMBER 29, 2002 11,388 $ 114 $ 54,222 $ (7,044) $ 47,292
====== ======== =========== ============== ==========
See accompanying notes to consolidated financial statements.
F-5
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
(IN THOUSANDS)
2002 2001 2000
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (928) $ 8,118 $ 2,112
Adjustments to reconcile net income (loss) to
cash flows from operating activities:
Depreciation and amortization 4,630 4,463 3,694
Gain on disposal of property, equipment and leasehold improvements (549) (155) (658)
Deferred tax asset (1,211) (4,010) 0
Deferred rent 630 506 494
Equity in loss of unconsolidated affiliate 5,994 1,029 0
Changes in operating assets and liabilities:
Accounts receivable, net 440 (896) (344)
Inventories (506) (83) (284)
Prepaids and other current assets (70) (543) (7)
Deposits 36 245 (235)
Accounts payable 1,010 (1,259) (485)
Accrued payroll and related taxes (99) 32 295
Other current liabilities 93 361 47
------- ------- -------
Cash flows from operating activities 9,470 7,808 4,629
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, equipment, leasehold improvements 3,083 870 530
Purchases of property, equipment, leasehold improvements (9,490) (6,168) (8,776)
Investment in unconsolidated affiliate (1,818) (2,772) 0
Repayments of advances from investment in unconsolidated affiliate 563 0 0
Advances on notes receivable (941) (167) 0
Payments received on notes receivable 2,891 68 31
------- ------- -------
Cash flows from investing activities (5,712) (8,169) (8,215)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for debt issuance costs (44) (35) (383)
Payments on line of credit (100) (444) (2,506)
Proceeds from capital lease obligations 0 1,013 0
Proceeds from long-term debt 0 0 7,300
Payments on long-term debt (1,153) (1,233) (263)
Payments on capital lease obligations (963) (947) (454)
Proceeds from exercise of stock options and warrants 577 2,188 75
Proceeds from issuance of common stock, net 0 5,322 0
------- ------- -------
Cash flows from financing activities (1,683) 5,864 3,769
------- ------- -------
INCREASE IN CASH AND CASH EQUIVALENTS 2,075 5,503 183
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 7,398 1,895 1,712
------- ------- -------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 9,473 $ 7,398 $ 1,895
======= ======= =======
See accompanying notes to consolidated financial statements.
F-6
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
1) NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS - Famous Dave's of America, Inc. (our Company) was
incorporated in Minnesota on March 14, 1994. Our Company develops, owns,
operates and franchises restaurants under the name "Famous Dave's". At December
29, 2002, we had 40 company-operated restaurants and 33 franchise-operated
restaurants in operation, with six additional restaurants in development.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of Famous Dave's of America, Inc. and its wholly owned subsidiaries.
All significant inter-company transactions and balances have been eliminated in
consolidation.
FISCAL YEAR - Our Company has adopted a 52/53 week accounting period ending on
the Sunday nearest December 31 of each year. The years ended December 29, 2002,
December 30, 2001 and December 31, 2000 were 52 week years.
CASH AND CASH EQUIVALENTS - Our Company includes as cash equivalents
certificates of deposit and all other investments with original maturities of
three months or less, which are readily convertible into known amounts of cash.
Our Company deposits its cash in high credit quality financial institutions. The
balances, at times, may exceed federally insured limits.
ACCOUNTS RECEIVABLE - Our Company provides an allowance for uncollectible
accounts on accounts receivable. The allowance for uncollectible accounts was
$125,000 and $45,000 at December 29, 2002 and December 30, 2001, respectively.
Our Company believes all accounts receivable in excess of the allowance are
fully collectible. If accounts receivable in excess of the provided allowance
are determined uncollectible, they are charged to expense in the year that
determination is made. Our Company extends unsecured credit to customers in the
normal course of business.
INVENTORIES - Inventories consist principally of food, beverages and retail
goods and are recorded at the lower of cost (first-in, first-out) or market.
DEPRECIATION - Property, equipment and leasehold improvements are recorded at
cost. Improvements are capitalized while repair and maintenance costs are
charged to operations when incurred. Furniture, fixtures, equipment and antiques
are depreciated or amortized using the straight-line method over estimated
useful lives ranging from three to seven years, while buildings are depreciated
over 30 years. Leasehold improvements are amortized using the straight-line
method over the shorter of the lease term, including renewal options, or the
estimated useful life of the assets which is 20 years.
DEBT ISSUANCE COSTS - Debt issuance costs are amortized over the life of the
loan using the straight-line method, which approximates the interest method.
CAPITALIZED INTEREST - Interest costs capitalized during the construction period
of restaurants were approximately $441,000, $314,000, and $286,000 for the years
ended December 29, 2002, December 30, 2001, and December 31, 2000, respectively.
ADVERTISING COSTS - Advertising costs are charged to expense as incurred.
Advertising costs were approximately $1,873,000, $1,751,000, and $1,244,000 for
the years ended December 29, 2002, December 30, 2001 and December 31, 2000,
respectively, and are included in operating expenses in the consolidated
statements of operations.
PRE-OPENING EXPENSES - Our Company, pursuant to Statement of Position 98-5 ("SOP
98-5"), "Reporting on the Costs of Start-Up Activities," expenses all start-up
and pre-opening costs as incurred. This accounting standard accelerates our
Company's recognition of pre-opening costs, but benefits the post-opening
results of new restaurants.
RECOVERABILITY OF PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS - Pursuant to
Statement of Financial Accounting Standards (SFAS) No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets", our
F-7
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
Company evaluates restaurant sites and long-lived assets for impairment.
Restaurant sites are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of restaurant sites to be held and used is measured
by a comparison of the carrying amount of the restaurant site to future net cash
flows expected to be generated on a restaurant-by-restaurant basis. If such
restaurant site is considered to be impaired, the impairment to be recognized is
the amount by which the carrying amount of the restaurant site exceeds the fair
value. Restaurant sites to be disposed of are reported at the lower of their
carrying amount or fair value on a restaurant-by-restaurant basis, less
estimated costs to sell. During the years ended December 29, 2002, December 30,
2001, and December 31, 2000, our Company recorded no impairment charges.
INCOME TAXES - Our Company utilizes the liability method of accounting for
income taxes. Deferred tax assets and liabilities are recognized for the
expected future tax consequences attributable to temporary differences between
the financial statement and income tax reporting bases of assets and
liabilities. Deferred tax assets are reduced by a valuation allowance to the
extent that realization is not assured.
STOCK-BASED COMPENSATION - In accordance with Accounting Principles Board (APB)
Opinion No. 25, our Company uses the intrinsic value-based method for measuring
stock-based compensation cost which measures compensation cost as the excess, if
any, of the quoted market price of our Company's common stock at the grant date
over the amount the employee must pay for the stock. Our Company's policy is to
grant stock options at fair value at the date of grant. The following table
illustrates the effect on net income (loss) and income (loss) per share if our
Company had applied the fair value recognition provisions of FASB Statement No.
123, "Accounting for Stock-Based Compensation", to stock-based employee
compensation.
For Fiscal Year Ended
2002 2001 2000
(in thousands) (in thousands) (in thousands)
-------------- ----------------- --------------
Net income (loss) as reported $ (928) $ 8,118 $ 2,112
Less: Compensation expense
determined under the fair value
method, net of tax (880) (2,150) (2,219)
------------ --------------- ------------
Pro forma net income (loss) $ (1,808) $ 5,968 $ (107)
============ =============== ============
Net income (loss) per share:
Basic - as reported $ (0.08) $ 0.81 $ 0.23
Basic - pro forma (0.16) 0.60 (0.01)
Diluted - as reported (0.08) 0.75 0.22
Diluted - pro forma (0.16) 0.55 (0.01)
In determining the compensation cost of the options granted during fiscal 2002,
2001, and 2000, as specified by Statement 123, the fair value of each option
grant has been estimated on the date of grant using the Black-Scholes option
pricing model and the weighted average assumptions used in these calculations
are summarized below.
Fiscal 2002 Fiscal 2001 Fiscal 2000
----------- ----------- -----------
Risk free interest rate 4.7% 5% 6%
Expected life of options granted 10 years 10 years 10 years
Expected volatility range 92.9% 104.6% 78.7%
Expected dividend yield 0% 0% 0%
NET INCOME (LOSS) PER SHARE - Basic net income (loss) per share is computed by
dividing the net income (loss) by the weighted average number of common shares
outstanding for the reporting period. Diluted net income per share is computed
by dividing net income (loss) by the sum of the weighted average number of
shares of common stock outstanding plus all additional common stock equivalents
relating to stock options and warrants when dilutive.
F- 8
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
Following is a reconciliation of basic and diluted net income (loss) per share:
Fiscal 2002 Fiscal 2001 Fiscal 2000
----------- ----------- -----------
Net income (loss) per share - basic:
Net income (loss) $ (928) $ 8,118 $ 2,112
Weighted average shares outstanding 11,335 9,973 9,149
------- ------- -------
Net income (loss) per share - basic $ (0.08) $ 0.81 $ 0.23
======= ======= =======
Net income (loss) per share - diluted:
Net income (loss) $ (928) $ 8,118 $ 2,112
Weighted average shares outstanding 11,335 9,973 9,149
Common stock equivalents 0 906 596
------- ------- -------
Weighted average shares and
potential diluted shares outstanding 11,335 10,879 9,745
------- ------- -------
Net income (loss) per share - diluted $ (0.08) $ 0.75 $ 0.22
======= ======= =======
Options to purchase approximately 1,877,000 shares of common stock with a
weighted average exercise price of $3.56 and warrants to purchase 95,000 shares
of common stock were excluded from the 2002 diluted computation because they
were anti-dilutive.
Options to purchase 50,000 shares of common stock with a weighted average
exercise price of $7.54, and warrants to purchase 66,667 shares of common stock
with a weighted average exercise price of $7.00, were excluded from the 2001
diluted computation because they were anti-dilutive.
Options to purchase 239,565 shares of common stock with a weighted average
exercise price of $4.18, and warrants to purchase 200,000 shares of common stock
with a weighted average exercise price of $6.00, were excluded from the 2000
diluted computation because they were anti-dilutive.
MANAGEMENT'S USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
FINANCIAL INSTRUMENTS - The carrying amounts of cash and cash equivalents,
accounts and notes receivable, and accounts payable approximate fair value
because of the short maturity of these instruments. The fair value of capital
lease obligations and long-term debt approximates the carrying amounts based
upon our Company's expected borrowing rate for debt with similar remaining
maturities and comparable risk.
SEGMENT REPORTING - Our Company operates restaurants and has franchised
restaurants in the United States within the casual dining industry, providing
similar products to similar customers. The restaurants and franchise restaurants
also possess similar pricing structures, resulting in similar long-term expected
financial performance characteristics. Revenues from customers are derived
principally from food and beverage sales. We believe that our Company meets the
criteria for aggregating its operating segments into a single reporting segment.
F- 9
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
FRANCHISE ARRANGEMENTS - Individual franchise arrangements generally include
initial fees, as well as royalty fees to our Company based upon a percentage of
sales. Famous Dave's franchisees are granted the right to operate a restaurant
using our Company's system for a range of 10 to 20 years. Operating results at
franchise-operated restaurants, including restaurant revenues and related
expenses, are the responsibility of the franchise owner. Franchisees pay a
non-refundable initial fee for each franchised location. Initial franchise fees
are recognized when our Company has performed substantially all of its
obligations as franchisor. The amount of non-refundable initial franchise fees
recorded for the years ended December 29, 2002, December 30, 2001 and December
31, 2000 was $1,205,000, $851,000 and $569,000, respectively. Franchising
royalty fee income was approximately $3,027,000, $1,270,000, and $335,000 for
the years ended December 29, 2002, December 30, 2001 and December 31, 2000,
respectively.
LICENSING AGREEMENTS - Our Company has licensing agreements for its retail
products, one of which expires in April 2010 with a renewal option of five
years, and the other of which is indefinite. Licensing revenue for years ended
December 29, 2002, December 30, 2001 and December 31, 2000 was $210,000,
$192,000 and $64,000, respectively.
NEW ACCOUNTING PRONOUNCEMENTS -
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 143. "Accounting for Asset
Retirement Obligations." SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002. Our Company believes the adoption of SFAS No. 143 will not
have a material effect on our Company's consolidated financial position or
results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS 145 streamlines the reporting of debt extinguishments and requires that
only gains and losses from extinguishments meeting the criteria in Accounting
Policies Opinion 30 will be classified as extraordinary. Our Company has chosen
not to early-adopt SFAS No. 145 and believes the adoption of SFAS No. 145 will
not have a material effect on its financial position or its results of
operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses accounting and
processing for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue 94-3. SFAS No. 146 requires the
recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred versus the date a company commits to an
exit plan. In addition, SFAS No. 146 states the liability should be initially
measured at fair value. The requirements of SFAS No. 146 are effective for exit
or disposal activities that are initiated after December 31, 2002. Our Company
believes the adoption of SFAS No. 146 will not have a material adverse effect on
its financial position or its results of operations.
Effective for the year ended December 31, 2002, the company adopted the
disclosure provisions of SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." SFAS 148 amends the disclosure and
certain transition provisions of Statement 123, "Accounting for Stock-Based
Compensation." The additional disclosure requirements of this pronouncement have
not had a material impact on our Company's financial position or results of
operations.
RECLASSIFICATIONS - Certain amounts in the prior years' consolidated financial
statements have been reclassified for comparative purposes to conform with the
presentation in the current year consolidated financial statements. These
reclassifications had no effect on net income (loss) or shareholders' equity.
(2) ACQUISITIONS
Our Company had no acquisitions during fiscal 2002.
F- 10
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
(3) INVENTORIES
Inventories consisted approximately of the following at:
December 29, December 30,
2002 2001
-------------- -------------
Food and beverage $ 554,000 $ 477,000
Retail goods 129,000 105,000
Smallwares and supplies 1,092,000 859,000
------------- -------------
$ 1,775,000 $ 1,441,000
============= =============
(4) NOTES RECEIVABLE
Notes receivable consisted of the following at:
December 29, December 30,
2002 2001
------------ ------------
Note receivable - Old School BBQ, Inc. - monthly installments of
approximately $8,000 including interest at 12%, due May 2010, secured by
property and equipment and guaranteed by the franchise owners. $ 452,000 $ 486,000
Note receivable - Michael's First, LLC - monthly installments of
approximately $5,000 including interest at 9.6%, due May 2010, secured by
property and equipment and guaranteed by the franchise owner. 318,000 346,000
Note receivable - Rivervalley BBQ, Inc. - quarterly interest only payments
through December 2003, quarterly installments of approximately $19,000
including interest at prime plus 1.50% (5.75% at December 29, 2002), due
December 2006, unsecured. 225,000 225,000
Note receivable - FUMUME, LLC - quarterly installments of approximately
$9,000 including interest at 9%, unsecured, written off
in December 2002. 0 147,000
Note receivable - Competition BBQ, Inc. - monthly installments of
approximately $2,000 including interest at 10.50%, due May 2004, unsecured. 59,000 59,000
Line of credit for up to $50,000 - Rivervalley BBQ, Inc. - monthly interest
only through December 2007 with total outstanding balance due December 2007
including interest at prime plus 1.50% (5.75% at December 29, 2002),
unsecured. 50,000 20,000
Note receivable - Utah BBQ, Inc. - monthly installments of approximately
$8,600 including interest at 9.5%, due July 2007, secured by property and
equipment and guaranteed by the franchise owners . 377,000 0
Note receivable - Utah BBQ, Inc. - monthly installments of approximately
$900 including interest at 9.5%, due July 2007, secured by property and
equipment and guaranteed by the franchise owners . 39,000 0
---------- ----------
Total notes receivable 1,520,000 1,283,000
Less: current portion 156,000 137,000
---------- ----------
Notes receivable, net of current portion $1,364,000 $1,146,000
========== ==========
F-11
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
Future principal payments to be received on notes receivable are approximately
as follows for the years ending:
2003 $ 156,000
2004 248,000
2005 265,000
2006 293,000
2007 234,000
Thereafter 324,000
----------
Total $1,520,000
==========
(5) PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements consisted approximately of the
following at:
December 29 December 30
2002 2001
------------ ------------
Land, buildings and improvements $45,221,000 $40,402,000
Furniture, fixtures and equipment 20,040,000 18,087,000
Antiques 2,015,000 1,808,000
Less: accumulated depreciation and amortization 16,277,000 13,062,000
Less: reserve for loss on restaurants to be disposed of 804,000 819,000
------------ ------------
50,195,000 46,416,000
Construction in progress 1,666,000 524,000
------------ ------------
$51,861,000 $46,940,000
============ ============
Depreciation and amortization expense on property, equipment and leasehold
improvements was approximately $4,630,000, $4,463,000 and $3,694,000 for the
years ended December 29, 2002, December 30, 2001 and December 31, 2000,
respectively.
(6) INVESTMENT IN UNCONSOLIDATED AFFILIATE
The investment in unconsolidated affiliate related to our Company's 40%
investment in FUMUME, LLC (FUMUME), which was accounted for on the equity method
of accounting. FUMUME operates two Isaac Hayes themed restaurants, one each in
Chicago, Illinois and Memphis, Tennessee. In May 2001 our Company contributed
(i) $825,507 in working capital, (ii) the assets comprising Famous Dave's Ribs
and Blues Club in Chicago and (iii) certain rights to use Famous Dave's various
licensed marks. Although FUMUME is responsible for the payment of the rent for
the Chicago club, our Company remains contingently liable under the lease with
the landowner (see Note 16). Our Company had an agreement with FUMUME to manage
and operate the Chicago club. In addition, FUMUME opened a second club in
Memphis in October 2001. The difference between the investment and the amount of
the underlying net assets of FUMUME relates to monies our Company funded for
leasehold improvements pursuant to the FUMUME operating agreement which are
being amortized over the lesser of the lease term or the estimated useful life
of the related improvements. Our Company recorded equity in loss of
unconsolidated affiliate based on the greater of 40% of the net loss for the
years ended December 29, 2002 and December 30, 2001 or 100% of the cash loss our
Company was obligated to fund pursuant to the FUMUME operating agreement.
For the year ended December 29, 2002, our Company recorded 100% of the cash
losses, or approximately $1.1 million. We also recorded an impairment reserve of
$4.8 million, of which $4.6 million is included in Equity in Losses and
Impairment Reserve in Unconsolidated Affiliate. The impairment charge reflected
our conclusion that we would not be able to recover the carrying value of the
investment in the unconsolidated subsidiary. For the year ended December 30,
2001, our Company recorded 100% of the cash loss of $1,029,000.
F- 12
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
On February 26, 2003, our Company completed a transaction in which our Company
disposed of our 40% interest in FUMUME. As a result, our obligations under the
Operating Agreement and Management Agreement were terminated, including any
obligation to fund cash operating losses. On March 21, 2003, we completed a
transaction with the landlord at the Chicago location that will terminate our
obligations under the lease. Under the agreement, we paid lease termination fees
of approximately $1.6 million and are responsible for rent and property taxes
through April 30, 2003.
Unaudited condensed financial statements of FUMUME as of and for the year ended
December 29, 2002 are as follows:
STATEMENT OF OPERATIONS:
Sales $ 7,017,000
Gross profit 1,402,000
Loss from operations (2,043,000)
Net loss (4,543,000)
Cash loss (1,100,000)
BALANCE SHEET:
Current Assets $ 611,000
Noncurrent assets 6,286,000
Current liabilities 2,211,000
Noncurrent liabilities 201,000
Member's equity 4,485,000
(7) LINE OF CREDIT
Our Company had a revolving line of credit with Associated Commercial Financial,
Inc. (formerly known as BNC Financial Corporation) with maximum available
borrowings of approximately $1,680,000 at December 30, 2001. The line of credit
was secured by certain of our Company's assets and was personally guaranteed
(and partially secured) by the Chairman of our Company. This line of credit was
paid off and cancelled in January 2002.
(8) LONG-TERM DEBT
Long-term debt consisted of the following at:
December 29, December 30,
2002 2001
------------ ------------
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $20,000 including interest at 10.53%, due
February 2020, secured by property and equipment. $ 1,900,000 $ 1,938,000
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $19,000 including interest at 10.19%, due
September 2020, secured by property and equipment. 1,827,000 1,861,000
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $18,000 including interest at 10.53%, due
February 2020, secured by property and equipment. 1,710,000 1,744,000
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $16,000 including interest at 10.19%, due
September 2020, secured by property and equipment. 1,538,000 1,568,000
F- 13
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
December 29, December 30,
2002 2001
------------ ------------
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $13,000 including interest at 8.75%, due January
2022, secured by property and equipment. 1,472,000 1,483,000
Note payable - S&D Land Holdings, Inc. - interest at 12%, paid off in January
2002, unsecured. 0 460,000
Note payable - Santa Barbara Restaurant Group, Inc. - monthly installments of
approximately $10,000 including interest at 10%, paid off in June 2002,
secured by property and equipment. 0 527,000
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $13,000 including interest at 8.75%, due August
2022, secured by property and equipment. 1,485,000 0
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $10,000 including variable interest at 3.89% plus
the annual LIBOR rate (effective rate of 5.33% at December 29, 2002), due
May 2017, secured by property and equipment. 1,215,000 0
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $3,800 including variable interest at 3.80% plus
the annual LIBOR rate (effective rate of 5.24% at December 29, 2002), due
November 2009, secured by property and equipment. 265,000 0
Note payable - GE Capital Franchise Finance Corporation - monthly
approximately $9,000 including variable interest at 3.89% plus
the annual LIBOR rate (effective rate of 5.33% at December 29, 2002), due
April 2017, secured by property and equipment. 1,135,000 0
Note payable - GE Capital Franchise Finance Corporation - monthly
installments of approximately $3,800 including variable interest at 3.80% plus
the annual LIBOR rate (effective rate of 5.24% at December 29, 2002), due
October 2009, secured by property and equipment. 262,000 0
----------- -----------
Total long-term debt 12,809,000 9,581,000
Less: current portion 387,000 695,000
----------- -----------
Long-term debt, net of current portion $12,422,000 $ 8,886,000
=========== ===========
Approximate future principal payments of long-term debt are as follows for the
years ending:
2003 $ 387,000
2004 417,000
2005 453,000
2006 491,000
2007 531,000
Thereafter 10,530,000
-----------
Total $12,809,000
===========
(9) FINANCING LEASE OBLIGATION
In March 1999, our Company executed a $4.5 million sale and leaseback financing
involving three existing restaurants. Under this financing, our Company is
obligated to make monthly payments of $42,917 (which increases 4.04% every two
years) for a minimum of 20 years. Our Company has the option to purchase the
leased restaurants for the greater
F- 14
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
of $4.5 million or fair market value at the date of purchase at any time or
renew the lease for two additional five year terms. Based upon our Company's
continued involvement in the leased property and its purchase option, the
transaction has been accounted for as a financing arrangement. Accordingly, the
three existing restaurants are included in property, equipment and leasehold
improvements and are being depreciated, and a portion of the monthly payments
are accounted for as interest expense in the consolidated statements of
operations.
Approximate future principal financing lease obligation payments of $4,500,000
are due in March 2019.
(10) CAPITAL LEASE OBLIGATIONS
Our Company has lease financing facilities for furniture, equipment and
leasehold improvements. Leases outstanding under this agreement bear interest at
an average rate of 8.62% and expire through February 2006. The obligations are
secured by the property under lease. Total cost and accumulated amortization of
the leased equipment was approximately $4,317,000 and $2,762,000 at December 29,
2002, $4,545,000 and $1,869,000 at December 30, 2001.
Future minimum capital lease payments are approximately as follows for the years
ending:
2003 $ 794,000
2004 346,000
2005 106,000
2006 16,000
2007 0
Thereafter 0
----------
Total 1,262,000
Less: amounts representing interest 122,000
----------
Present value of future minimum lease payments 1,140,000
Less: current portion 708,000
----------
Capital lease obligations, net of current portion $ 432,000
==========
(11) RELATED PARTY TRANSACTIONS
FUMUME, LLC - FUMUME, LLC (FUMUME) is a 40% unconsolidated affiliate of our
Company. In 2001, our Company loaned $147,000 to FUMUME (See Note 4). This note
was written off as uncollectable in 2002.
S&D LAND HOLDINGS, INC. - S&D Land Holdings, Inc. (S&D) is a company wholly
owned by the Chairman of the Company. Our Company rents three properties from
S&D. Our Company paid S&D rent of approximately $319,000, $209,000, and $202,000
for the years ended December 29, 2002, December 30, 2001, and December 31, 2000,
respectively.
Our Company owed S&D approximately $365,000 at December 31, 2001. During 2000,
our Company purchased the land of a restaurant location for a note payable of
$750,000 of which $460,000 was outstanding at December 30, 2001. No amounts were
due to S&D at December 31, 2002.
F- 15
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
(12) SHAREHOLDERS' EQUITY
ISSUANCE OF COMMON STOCK AND WARRANTS - On March 21, 2002, our Company issued
26,000 shares of common stock per the purchase agreement for the Kentlands,
Maryland restaurant location. The shares were issued at a $7.95 per share price.
On November 12, 2001, our Company issued 1,000,000 shares of common stock in a
private equity placement at a value of $6.00 per share, and for which our
Company received cash proceeds of $5,322,000, net of commissions and expenses.
The proceeds are to be used primarily to develop new restaurants and for general
corporate purposes.
During the year ended December 31, 2000, our Company purchased four restaurant
sites. The purchases were completed in part through the issuance of
approximately 232,000 shares of common stock ranging in value from $3.41 to
$3.50 per share.
At December 29, 2002, there were 95,334 stock warrants outstanding and
exercisable at an average exercise price of $6.63 per share.
STOCK OPTION PLANS - Our Company has a 1995 Stock Option and Compensation Plan,
1997 Employee Stock Option Plan and a 1998 Director Stock Option Plan (the
Plans), pursuant to which options and other awards to acquire an aggregate of
3,500,000 shares of our Company's common stock may be granted. Stock options,
stock appreciation rights, restricted stock, other stock and cash awards may be
granted under the Plans. In general, options vest over a period of five years
and expire 10 years from the date of grant.
Information regarding our Company's stock options is summarized below:
Weighted
Number of Average Exercise
Options Price
---------- ----------------
Options outstanding - January 2, 2000 1,712,000 $ 2.14
Granted 740,000 2.97
Canceled or expired (118,000) 2.11
Exercised (43,000) 1.96
------- -------
Options outstanding - December 31, 2000 2,291,000 2.42
Granted 373,000 4.34
Canceled or expired (143,000) 2.50
Exercised (774,000) 2.44
-------- -------
Options outstanding - December 30, 2001 1,747,000 2.82
Granted 415,000 6.82
Canceled or expired (147,000) 5.10
Exercised (138,000) 2.22
-------- -------
Options outstanding - December 29, 2002 1,877,000 $ 3.56
========= =======
Options exercisable - December 29, 2002 1,259,000 $ 2.71
========= =======
Weighted average fair value of options granted
during the year ended December 29, 2002 $ 5.80
=======
Weighted average fair value of options granted
during the year ended December 30, 2001 $ 3.98
=======
Weighted average fair value of options granted
during the year ended December 31, 2000 $ 2.51
=======
The following table summarizes information about stock options outstanding at
December 29, 2002:
F- 16
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
Options outstanding Options exercisable
------------------------------------------- --------------------------
Weighted-
average Weighted- Weighted-
remaining average average
Exercise Number contractual exercise Number exercise
prices outstanding life price exercisable price
------ ----------- ----------- --------- ----------- -----------
$1.00 -
$2.50 998,000 6.00 years $ 2.23 888,000 $ 2.22
$2.62 -
$3.50 98,000 7.05 years 3.05 48,000 2.90
$3.56 -
$5.63 403,000 7.95 years 3.82 306,000 3.84
$6.60 270,000 9.56 years 6.60 0 0.00
$7.54 -
$8.20 108,000 9.00 years 7.71 17,000 7.54
------- --------- ---------- ------ --------- ------
$1.00 -
$8.20 1,877,000 7.15 years $ 3.56 1,259,000 $ 2.71
======= ========= ========== ====== ========= ======
(13) INCOME TAXES
Our Company has generated net operating losses of approximately $13,300,000
which, if not used, will begin to expire in 2011 and tax credit carryforwards of
approximately $1,000,000 which, if not used, will begin to expire in 2011.
Future changes in the ownership of our Company may place limitations on the use
of these net operating loss carryforwards.
The benefit from income taxes consists of the following:
Years Ended December
2002 2001 2000
---- ---- ----
Current income tax expense $ 0 $ 0 $ 0
Deferred income tax benefit 1,211,000 4,010,000 0
---------- ---------- ----
Total benefit from income taxes $1,211,000 $4,010,000 $ 0
========== ========== ====
Our Company's deferred tax assets are as follows:
December 29, December 30,
2002 2001
---------------------------
Net operating loss carryforwards $ 5,055,000 $ 3,705,000
Property and equipment basis difference 950,000 586,000
Tax credit carryovers 1,009,000 719,000
--------------------------
Net deferred tax asset $ 7,014,000 $ 5,010,000
==========================
We believe that the realization of the deferred tax asset is more likely than
not based on the expectations that our Company will generate the necessary
taxable income in future periods.
F-17
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
Reconciliation between the statutory rate and the effective tax rate for the
fiscal years is as follows:
Fiscal 2002 Fiscal 2001 Fiscal 2000
----------- ----------- -----------
Federal statutory tax rate (34.0)% 35.0% 35.0%
State taxes, net of federal benefit (5.0) 6.0 6.0
Tax effect of permanent differences 5.9 3.7 6.3
Tax effect of tip credit (13.1) (5.7) (8.3)
Other (10.5) (0.0) (0.0)
Change in valuation allowance 0.0 (136.6) (39.0)
----- ------ -----
Effective tax rate 56.7% (97.6)% 0.0%
===== ====== =====
(14) SUPPLEMENTAL CASH FLOWS INFORMATION:
Fiscal 2002 Fiscal 2001 Fiscal 2000
----------- ----------- -----------
----------- ----------- -----------
Cash paid for interest $ 1,402,000 $ 1,674,000 $ 1,167,000
=========== =========== ===========
Cash paid for income taxes $ 141,000 $ 122,000 $ 40,000
=========== =========== ===========
Non-cash investing and financing activities:
Property, equipment and leasehold improvements
purchased with notes payable $ 4,377,000 $ 1,483,000 $ 1,700,000
=========== =========== ===========
Deposits transferred to investment in unconsolidated
Affiliate $ 0 $ 107,000 $ 0
=========== =========== ===========
Property and equipment transferred to investment in
Unconsolidated affiliate $ 0 $ 2,665,000 $ 0
=========== =========== ===========
Deferred tax asset related to tax benefit of stock
options exercised $ 707,000 $ 1,000,000 $ 0
=========== =========== ===========
Common stock issued in connection with restaurants
Acquired $ 206,000 $ 0 $ 807,000
=========== =========== ===========
Capital lease obligation refinanced with note payable $ 0 $ 0 $ 593,000
=========== =========== ===========
Notes receivable in connection with sale of
restaurants, net of deferred gain recorded $ 2,187,000 $ 0 $ 526,000
=========== =========== ===========
Property and equipment acquired with accrued
Expenses $ 0 $ 0 $ 70,000
=========== =========== ===========
Common stock issued for accounts payable $ 0 $ 0 $ 57,000
=========== =========== ===========
Equipment purchased under capital lease obligations $ 45,000 $ 2,382,000 $ 33,000
=========== =========== ===========
(15) RETIREMENT SAVINGS PLAN
Our Company has a pre-tax salary reduction/profit sharing plan under the
provisions of Section 401(k) of the Internal Revenue Code which covers employees
meeting certain eligibility requirements. Profit sharing contributions by our
Company are completely discretionary. Our Company contributions were
approximately $61,000, $52,000, and $35,000 for the years ended December 29,
2002, December 30, 2001, and December 31, 2000, respectively.
F- 18
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
(16) COMMITMENTS AND CONTINGENCIES
OPERATING LEASES - Our Company has entered into various operating leases for its
existing and future restaurants and corporate office space with lease terms
ranging from three to 35 years including lease options. Ten of the leases
require percentage rent of between 3% and 7% of annual gross sales, typically
above a natural breakeven point, in addition to the base rent. All of these
leases contain provisions for payments of real estate taxes, insurance and
common area costs. Total rent expense for the years ended December 29, 2002,
December 30, 2001, and December 31, 2000, including common area costs, real
estate taxes and percentage rent, was approximately $4,584,000, $4,303,000, and
$3,686,000, respectively. Percentage rent was $145,000, $188,000, and $95,000
for the years ended December 29, 2002, December 30, 2001, and December 31, 2000,
respectively.
Future minimum rental payments (excluding percentage rents) are approximately as
follows for the years ending:
2003 $ 2,889,000
2004 2,919,000
2005 2,948,000
2006 3,035,000
2007 3,090,000
Thereafter 39,497,000
------------
Total $ 54,378,000
============
LEASE CONTINGENCY - In May 2001, our Company assigned our lease at one of their
restaurant locations to the unconsolidated affiliate. Our Company is liable for
payment of this lease if the assignee defaults on the lease payments. Future
minimum rental payments were approximately $2,668,000 at December 29, 2002. See
Footnote 17 - Subsequent Events regarding the termination of this obligation.
LEGAL PROCEEDINGS - Our Company is involved in legal actions in the ordinary
course of its business. Although the outcome of any such legal actions cannot be
predicted, we believe that there is no pending legal proceedings against or
involving our Company for which the outcome is likely to have a material adverse
effect upon our Company's financial position or results of operations.
EMPLOYMENT AGREEMENT - At December 30, 2001, our Company had an amended
employment agreement with one of its officers. The agreement requires minimum
annual compensation of $450,000 and has a term of five years, expiring in July
2004. The agreement requires a one-year severance payment and $200,000. The
severance payment requires a resulting two year non-compete. Our Company entered
into an area development option agreement with the officer for five years. The
purchase option of this agreement cannot be exercised until the third year
anniversary of the effective date, or October 2004.
CONSTRUCTION AND DEVELOPMENT CONTRACTS - In conjunction with its expansion
activity, our Company enters into fixed price construction contracts from time
to time. The balance remaining to be paid under these contracts was
approximately $0, $164,000 and $705,000 at December 29, 2002, December 30, 2001
and December 31, 2000, respectively.
(17) SUBSEQUENT EVENTS
On February 26, 2003, our Company completed a transaction in which we disposed
of our 40% interest in FUMUME. As a result, we no longer participate in any
revenues or operating expenses of either club. In addition, our obligations
under the Operating Agreement and Management Agreement were terminated,
including any obligation to fund cash operating losses.
F- 19
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2002, DECEMBER 30, 2001 AND DECEMBER 31, 2000
On March 21, 2003, we completed a transaction with the landlord at the Chicago
location that will terminate our obligations under the lease. Under the
agreement, we paid lease termination fees of approximately $1.6 million and are
responsible for rent and property taxes through April 30, 2003.
(18) SELECTED QUARTERLY DATA (UNAUDITED):
Quarters During the Year Ended December 29, 2002
-------------------------------------------------------------
March 31 June 30 September 29 December 29
----------- ----------- -------------- ------------
Revenues $21,206,000 $24,207,000 $ 23,868,000 $ 21,539,000
Income from operations 1,226,000 2,020,000 1,202,000 22,000
Net income (loss) 791,000 1,071,000 (2,560,000) (230,000)
Basic net income (loss) per
common share 0.07 0.09 (0.22) (0.02)
Diluted net income (loss) per
common share 0.07 0.09 (0.22) (0.02)
Quarters During the Year Ended December 30, 2001
-------------------------------------------------------------
April 1 July 1 September 30 December 30
----------- ----------- -------------- ------------
Revenues $20,469,000 $22,848,000 $ 23,105,000 $ 21,251,000
Income from operations 648,000 1,953,000 2,026,000 1,582,000
Net income 396,000 1,420,000 4,495,000 1,807,000
Basic net income per
common share 0.04 0.15 0.45 0.17
Diluted net income per
common share 0.04 0.13 0.41 0.16
Quarters During the Year Ended December 31, 2000
-------------------------------------------------------------
April 2 July 2 October 1 December 31
----------- ----------- -------------- ------------
Revenues $15,091,000 $18,354,000 $18,994,000 $ 17,721,000
Income from operations 262,000 797,000 880,000 642,000
Net income 51,000 1,104,000 624,000 333,000
Basic net income per
common share 0.01 0.12 0.07 0.03
Diluted net income per
common share 0.01 0.11 0.06 0.03
F- 20
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
3.1 Articles of Incorporation, incorporated by reference from Exhibit 3.1
to our Registration Statement on Form SB-2 (File No. 333-10675)
filed with the Securities and Exchange Commission on August 23,
1996
3.2 Bylaws, incorporated by reference from Exhibit 3.2 to the
Registration Statement on Form SB-2 (File No. 333-10675) filed on
August 23, 1996
10.1 Lease Agreement dated as of January 1, 1996 by and between S&D Land
Holdings, Inc. and Famous Dave's of Minneapolis, Inc. (Linden Hills),
incorporated by reference from Exhibit 10.1 to the Registration Statement
on Form SB-2 (File No. 333-10675) filed on August 23, 1996
10.2 Lease Agreement dated as of January 1, 1996 by and between S&D
Land Holdings, Inc. and Famous Dave's of Minneapolis, Inc.
(Highland Park), incorporated by reference from Exhibit 10.2 to the
Registration Statement on Form SB-2 (File No. 333-10675) filed on
August 23, 1996
10.3 Sublease Agreement dated as of January 1, 1996 by and between
S&D Land Holdings, Inc. and Famous Dave's of Minneapolis, Inc.
(Roseville), incorporated by reference from Exhibit 10.4 to the
Registration Statement on Form SB-2 (File No. 333-10675) filed on
August 23, 1996
10.4 Trademark License Agreement between Famous Dave's of America,
Inc. and Grand Pines Resorts, Inc., incorporated by reference from
Exhibit 10.11 to the Registration Statement on Form SB-2 (File No.
333-10675) filed on August 23, 1996
10.5 Employment Agreement dated as of July 1, 1999 between Famous
Dave's of America, Inc. and Martin J. O'Dowd, incorporated by
reference from Exhibit 10.2 to Form 10-QSB filed August 18, 1999
EXHIBIT INDEX, CONTINUED
10.6 Agreement, dated as of January 21, 2000, by and between S&D
Land Holdings, Inc., Grand Pines Resorts, Inc. and Famous Dave's
of America, Inc., incorporated by reference from Exhibit 10.19 to
Form 10-Q filed May 16, 2000
10.7 Promissory Note, dated January 21, 2000, by Famous Dave's
of America, Inc. and payable to S&D Land Holdings, Inc., in the initial
principal amount of $750,000, incorporated by reference from
Exhibit 10.20 to Form 10-Q filed May 16, 2000
10.8 Loan Agreement, dated as of January 21, 2000, by and between
FFCA Acquisition Corporation and MinWood Partners, Inc.,
incorporated by reference from Exhibit 10.21 to Form 10-Q filed
May 16, 2000
10.9 Master Lease, dated as of January 21, 2000, by and between
MinWood Partners, Inc. and Famous Dave's of America, Inc.,
incorporated by reference from Exhibit 10.22 to Form 10-Q filed
May 16, 2000
10.10 Loan Agreement, dated as of August 4, 2000, by and between FFCA
Funding Corporation and FDA Properties, Inc., incorporated by
reference from Exhibit 10.13 to Form 10-K filed March 29, 2001
10.11 Master Lease, dated as of August 4, 2000, by and between FDA
Properties, Inc. and Famous Dave's of America, Inc., incorporated
by reference from Exhibit 10.5 to Form 10-K filed March 29, 2001
10.12 FUMUME, LLC Operating Agreement, incorporated by reference
from Exhibit 10.1 to Form 10-Q filed August 13, 2001
10.13 Contribution Agreement, dated as of May 31, 2001, by and between
Famous Dave's Ribs-U, Inc., and FUMUME, LLC. Agreement,
incorporated by reference from Exhibit 10.2 to Form 10-Q filed
August 13, 2001
10.14 Management Agreement, dated as of May 18, 2001, by and among
FUMUME, LLC, FUMUME II, LLC, FUMUME III, LLC, and
Famous Dave's Ribs-U, Inc. Agreement, incorporated by reference
from Exhibit 10.3 to Form 10-Q filed August 13, 2001
EXHIBIT INDEX, CONTINUED
10.15 Assignment and Assumption of Lease, dated as of May 18, 2001
dated September 16, 1997, between Famous Dave's Ribs-U, Inc.
and FUMUME II, LLC (Chicago) Agreement, incorporated by
reference from Exhibit 10.4 to Form 10-Q filed August 13, 2001
10.16 Re-affirmation of Guaranty, dated as of May 31, 2001, by
Famous Dave's of America, Inc. of obligations under Lease
dated September 16, 1997, between Famous Dave's Ribs-U, Inc.,
predecessor-in-interest of FUMUME II, LLC, and D&H Building
Corporation. Agreement, incorporated by reference from Exhibit
10.5 to Form 10-Q filed August 13, 2001
10.17 Service Mark License Agreement, dated as of May 31, 2001, by
and between Famous Dave's of America, Inc. and FUMUME, LLC.
Agreement, incorporated by reference from Exhibit 10.6 to Form
10-Q filed August 13, 2001
10.18 Amendment No. 1 to Employment Agreement dated September 1,
2001 between Famous Dave's of America, Inc. and Martin J.
O'Dowd, incorporated by reference from Exhibit 10.1 to Form 10-Q
filed November 14, 2001
10.19 Area Development Option Agreement by and among Famous
Dave's of America, Inc. and Martin O'Dowd, incorporated by
reference from Exhibit 10.2 to Form 10-Q filed November 14, 2001
10.20 1997 Employee Stock Option Plan (as amended through May 22,
2002), incorporated by reference from Exhibit 10.11 to Form 10-Q
filed August 14, 2002
10.21 1995 Stock Option and Compensation Plan (as amended through May 22, 2002),
incorporated by reference from Exhibit 10.2 to Form 10-Q filed August 14,
2002
10.22 1998 Director Stock Option Plan (as amended through
May 22, 2002), incorporated by reference from Exhibit 10.3 to Form
10-Q filed August 14, 2002
21 Subsidiaries of Famous Dave's of America, Inc.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Virchow, Krause & Company, LLP
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.2 Financial Statements of Fumume, LLC and subsidiaries for the fiscal years
ended December 30, 2001 and December 29, 2002