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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
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COMMISSION FILE NUMBER: 333-10675
FAMOUS DAVE'S OF AMERICA, INC.
(Name of small business issuer in its charter)
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MINNESOTA 41-1782300
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
12700 INDUSTRIAL PARK BLVD, SUITE 60 55441
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number: (612) 557-5798
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]
The issuer had total revenues of $4,751,835 for its fiscal year ended
December 29, 1996.
As of March 21, 1997, assuming as market value the price of $8.25 per share
(the last sales price of the Company's Common Stock on the Nasdaq SmallCap
Market), the aggregate market value of shares held by non-affiliates was
$34,578,000.
As of March 21, 1997 the Company had outstanding 6,015,250 shares of Common
Stock, $.01 par value.
Documents Incorporated by Reference: Portions of the Company's Proxy
Statement for its Annual Meeting of Shareholders to be conducted on May 22, 1997
(the "1997 Proxy Statement") are incorporated by reference into Part III of this
Form 10-KSB, to the extent described in Part III. The 1997 Proxy Statement will
be filed within 120 days after the end of the fiscal year ended December 29,
1996.
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TABLE OF CONTENTS
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PART I
Item 1. Description of Business..................................... 1
Item 2. Properties.................................................. 7
Item 3. Legal Proceedings........................................... 8
Item 4. Submission of Matters to a Vote of Security Holders......... 8
PART II
Item 5. Market for Registrant's Common Equity
And Related Stockholder Matters........................... 10
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 10
Item 7. Financial Statements........................................ 13/F-1
Item 8. Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure.................... 14
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons;
Compliance with Section 16(a) of the Exchange Act......... 14
Item 10. Executive Compensation...................................... 14
Item 11. Security Ownership of Certain Beneficial Owners and
Management.................................................. 14
Item 12. Certain Relationships and Related Transactions.............. 14
Item 13. Exhibits and Reports on Form 8-K............................ 14
SIGNATURES ............................................................ 15
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS FORM 10-KSB UNDER "ITEM 1. BUSINESS", "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS", AND ELSEWHERE IN THIS FORM 10-KSB 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 THE ACTUAL
RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF FAMOUS DAVE'S OF AMERICA, INC. (THE
"COMPANY") 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: COMPETITION; DEVELOPMENT
SCHEDULES; AVAILABILITY, LOCATIONS, AND TERMS OF SITES FOR STORE DEVELOPMENT;
DEVELOPMENT AND OPERATING COSTS; ADVERTISING AND PROMOTIONAL EFFORTS; BRAND
AWARENESS; CHANGES IN BUSINESS STRATEGY OR DEVELOPMENT PLANS; AVAILABILITY AND
TERMS OF CAPITAL; FOOD, LABOR, AND EMPLOYEE BENEFIT COSTS; CHANGES IN
GOVERNMENT REGULATIONS; AND OTHER FACTORS REFERENCED IN THIS FORM 10-KSB.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The business of Famous Dave's of America, Inc. (the "Company") is to
develop, own and operate American roadhouse-style barbeque restaurants under the
name "Famous Dave's". The Company presently owns and operates three restaurants,
one located in the Linden Hills neighborhood of Minneapolis (the "Linden Hills
Unit"), one in Roseville, Minnesota (the "Roseville Unit") and the third in
Calhoun Square in Minneapolis (the "Calhoun Blues Club"). The Calhoun Blues Club
opened in early September 1996 and features live blues music during certain
evenings and an authentic Chicago blues decor. The Company currently has two
units in development under construction in the Minneapolis/St. Paul area. These
units are located in Maple Grove and St. Paul and are scheduled to open in April
and June, respectively. The Company currently has three additional units in
development in the Minneapolis/St. Paul area, to be located in Minnetonka,
Stillwater and Forest Lake, and one unit in development in Madison, Wisconsin.
These four additional units are expected to open in the last half of 1997.
THE FAMOUS DAVE'S CONCEPT AND STRATEGY
The Company seeks to differentiate itself by providing high-quality food in
a theme-based environment. The key factors of the Company's market position and
operating strategy are as follows:
HIGH QUALITY FOOD
Each restaurant features an assortment of menu items, such as
hickory-smoked St. Louis-Style Spareribs, Texas Beef Brisket, Country Roasted
Chicken, and Barbeque Sandwiches, as well as honey-buttered corn bread, potato
salad, coleslaw, Shack Fries and Wilbur(TM) Beans. Homemade desserts, including
Famous Dave's Bread Pudding, Hot Fudge Kahlua(TM) Brownies and Strawberry
Shortcake, are a specialty. The Company's Famous Dave's BBQ Sauces, which are
provided in four regional variations (Rich & Sassy(TM), Texas Pit(TM), Georgia
Mustard(TM) and Hot Stuff(TM)), represent signature items for the Company. All
menu items are prepared on-site using fresh, high quality ingredients and,
except for the Calhoun Blues Club, ordered at a counter and delivered to the
customer's table. Lunch and dinner entrees range in price from $6 to $17 and the
average guest check was approximately $10 for the fifty-two week period ending
December 29, 1996. Management believes that its high quality food contributes to
a significant level of repeat business.
DISTINCTIVE ENVIRONMENT -- DECOR AND MUSIC
The Company's primary theme, a nostalgic roadhouse shack (the "Shacks"), is
promoted by the abundant use of rustic antiques and items of Americana from the
'30s and '40s. In addition, the Company has developed the large Calhoun Blues
Club, which has an authentic Chicago blues decor and features live music seven
nights a week.
The Shacks also include very upbeat, hand-selected, recorded blues music to
enhance the environment and add to the customer's experience.
BROAD-BASED APPEAL
Management believes that the Company's concept has broader appeal than
other theme-based restaurant concepts because it attracts customers of all ages.
The Company's distinctive concept, combined with high-quality food, make Famous
Dave's appealing to children, teenagers and adults.
UNITS INCLUDE VARIETY OF LOCATIONS
Based on early results, management believes the broad-based appeal can be
achieved with both high profile, "A" locations as well as less popular "B"
locations. In addition, the Company has determined that future units will be
developed primarily by the conversion of existing spaces (retrofit), due to the
high turnover
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of units in the casual dining segment of the restaurant industry. This will
provide the Company with the opportunity to develop units more rapidly, at a
lower cost, and result in a wide variety of "character" in the units.
AREA DEVELOPMENT AGREEMENTS
The Company intends to expand using a structure commonly referred to as
"Area Development Agreements"("ADAs"). While the Company currently does not have
any ADAs under contract, potential ADA candidates will be persons or groups of
persons that have 1) significant experience in the restaurant industry; 2)
the financial means to successfully build 10 to 30 units over a five year
period, and 3) a territory that is consistent with the Company's expansion
plans. It is anticipated that management will actively pursue ADAs as part of
the expansion strategy in the coming months and years.
TAKE OUT COMPONENT
The Company has experienced significant business in the area of take-out.
For fiscal 1996, Linden Hills Unit was approximately 35%, Roseville Unit
approximately 28% and Calhoun Blues Club approximately 15% take-out. The Company
is committed to this aspect of customer service and believes there is
opportunity to enhance this area.
FOCUS ON CUSTOMER SATISFACTION
The Company is committed to staffing each Unit with an experienced
management team and providing its customers with prompt, friendly and efficient
service. The Company recognizes that, in order to maintain a high level of
repeat customers and to attract new business through word of mouth, it must
provide superior customer service.
COMMITMENT TO ATTRACTING AND RETAINING QUALITY EMPLOYEES
By providing extensive training and attractive compensation, the Company
fosters a strong corporate culture and encourages a sense of personal commitment
from its employees. The Company believes its compensation structure and positive
corporate culture enable it to attract and maintain quality employees. The
Company places particular emphasis on the hiring of the General Manager of each
Unit, focusing on experience and management skills.
UNIT ECONOMICS - BBQ "SHACKS"
For the fifty-two week period ended December 29, 1996, the Linden Hills
Unit generated net revenues of approximately $1.7 million. This unit generated
operating income of $384,000 or 22.7% of unit revenues, and cash flow of
$420,000 or 24.8% of unit revenues, for the same period. Cash flow represents
the Unit's operating income before depreciation and amortization. Although cash
flow should not be considered an alternative to operating income as an indicator
of the Company's operating performance or an alternative to cash flow from
operating activities as a measure of liquidity, such flow is commonly used as an
additional measure of operating profitability in the restaurant and certain
other related industries. The Linden Hills Unit, a 2,900 square foot converted
gas station, was developed at a cost of approximately $425,000, including costs
related to converting to a restaurant and the furniture, fixtures and equipment.
Additionally, the Company incurred approximately $27,000 in pre-opening costs
and purchased approximately $8,000 of inventory. The Roseville Unit, a 4,800
square foot building which opened in June 1996, was developed at a cost of
approximately $1.1 million. Additionally, the Company incurred approximately
$37,000 in pre-opening costs and purchased approximately $14,000 of inventory.
The Roseville Unit generated net revenues of approximately $1.6 million while
operating in the 29 weeks ended December 29, 1996. For this period, this unit
generated operating income of $298,000 or 18.7% of unit revenues, and cash flow
of $379,000 or 23.8% of unit revenues. The Company expects that most of its
future BBQ "shack" units will be between 2,000 and 6,000 square feet and will
cost between $1 million and $2.5 million, including new construction (if
applicable), building conversion costs and furniture, fixtures and
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equipment. The Company expects that pre-opening and inventory costs related to
most of its future BBQ "shack" units will be approximately $50,000 to $100,000
and $15,000, respectively.
BLUES CLUBS
The Company has developed an additional environment for rollout in major
metropolitan markets under the theme "BBQ and Blues" or Blues Club. There is
currently one Blues Club Unit open at Calhoun Square in Minneapolis, MN which is
10,500 square feet with live music nightly and a full service restaurant and
bar. The menu for the Blues Club is very similar to that of the Shacks with some
additions, including appetizers. The strategy of the Company is to locate a
Blues Club in major metropolitan markets to serve as a flagship Unit, with the
Shacks supporting the surrounding metropolitan area. The Shacks will remain the
primary growth vehicle for the Company's expansion and the Blues Club will
provide added strategic and marketing support where deemed appropriate by
management.
UNIT LOCATIONS
The following table sets forth certain information about the Company's
existing units and planned unit locations (all locations except the Calhoun
Blues Club are BBQ "Shacks"):
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SQUARE DATE OPENED OR
LOCATION FOOTAGE SEATS PLANNED TO BE OPENED
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Linden Hills, Minneapolis, MN............ 2,900 50 June 1995
Roseville, MN............................ 4,800 100 June 1996
Calhoun Square, Minneapolis, MN.......... 10,500 350 September 1996
Maple Grove, MN.......................... 5,200* 120* April 1997
Highland Park, St. Paul, MN.............. 5,200* 120* June 1997
Stillwater, MN........................... 5,200* 120* Third Quarter 1997
Madison, WI.............................. 4,800* 100* Third Quarter 1997
Minnetonka, MN........................... 6,000* 150* Fourth Quarter 1997
Forest Lake, MN.......................... 4,500* 90* Fourth Quarter 1997
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* Estimated
EXPANSION PLANS AND SITE SELECTION
The Company's site selection strategy is to locate its Units in a variety
of locations, from high-profile, heavy-traffic, "A" locations to less visible,
less traveled "B" locations. This strategy is consistent with a belief held by
management and supported by research that the Units are destination locations.
The primary focus will be on conversion of existing businesses (retrofits) in
sizes ranging from 2,000 to 6,000 square feet. The Company believes that its
format can be utilized in a wide variety of locations, including free standing
buildings, small inline malls, and airports. From inception through December 29,
1996, the Company spent an aggregate of approximately $4.2 million in capital
expenditures related to the development and opening of the three existing units
and the establishment of the Company's corporate headquarters.
FAMOUS DAVE'S UNIT FEATURES
Famous Dave's enjoys a high level of repeat business and customer diversity
because of the Company's commitment to providing high quality food and customer
service in an exciting and entertaining environment. Features of the Units are
as follows:
DISTINCTIVE ROADHOUSE DECOR
The Linden Hills and Roseville Units are "real" barbeque joints,
reminiscent of the old country-style roadhouse barbeque "joints" that dotted
rural America 50 years ago. The Company's nostalgic roadside shack
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theme is promoted by the use of antiques and items of Americana from the '30s
and '40s in a rustic environment. The weathered barn wood walls, cozy,
antique-filled Southern country shack decor, overhead tin roofing and blues
music in the air are intended to convey the feeling of a down-home backyard
barbeque.
Each restaurant table is covered with a red and white checkered oilcloth
and features salt, pepper and barbeque sauces stored in a six-pack beer
container. A large roll of paper towels accompanies every meal.
THE BLUES COMPONENT
The roadhouse theme is further enhanced by the use of blues music which,
together with the restaurant's decor, provides an entertaining dining
environment. Each restaurant features taped blues music that contributes to the
roadhouse theme. Mr. Anderson's attention to detail includes personal selection
of all music that is played in the restaurants. In addition, the Company's
Calhoun Blues Club features live blues music with Big John Dickerson and Blue
Chamber (the "Blues Band") every Thursday, Friday and Saturday night. Live music
from other blues bands is performed the other four nights each week. The Company
has Blues Band music on CD's available for sale at each restaurant, which
provides additional marketing exposure for the Company.
THE MENU
The Company's primary focus is its food. The Company's mission is to
deliver the best barbeque in America. Each restaurant features an assortment of
menu items, such as hickory-smoked St. Louis-Style Spareribs, Texas Beef
Brisket, Country Roasted Chicken, and Barbeque Sandwiches, as well as honey-
buttered corn bread, potato salad, coleslaw, Shack Fries and Wilbur(TM) Beans.
Homemade desserts, including Famous Dave's Bread Pudding, Hot Fudge Kahlua(TM)
Brownies and Strawberry Shortcake, are a specialty. The Company's Famous Dave's
BBQ Sauces, which are provided in four regional variations (Rich & Sassy(TM),
Texas Pit(TM), Georgia Mustard(TM) and Hot Stuff(TM)), represent signature items
for the Company. The Company's Rich & Sassy(TM) Famous Dave's BBQ Sauce was
awarded first place in the mild tomato division of the 1995 Kansas City American
Royal Barbecue Sauce Contest.
Lunch entrees range from $6 to $8 and dinner entrees from $10 to $17. The
average guest check for the year ending December 29, 1996 was approximately $10
per person. Food portions are generous to increase the perceived value.
Management believes that the Company's food, together with each restaurant's
distinctive decor, have resulted in a high level of repeat business.
The Company intends to obtain a beer and wine license for most of its
restaurants, with the intention that such beverages will be served along with
meals. The Company does not intend to emphasize sales of beer and wine apart
from meals in most of its restaurants, primarily because the Company feels that
it reduces the number of table turns and therefore profitability. In addition to
a beer and wine license, the Company has obtained a liquor license for the
Calhoun Blues Club.
FOOD PREPARATION AND DELIVERY
The Company believes that ease of food preparation and delivery will be one
key to its success. While some restaurants require highly compensated and
extensively trained chefs, the food served at each restaurant is prepared in a
basic three-step process that requires minimal training time. Mr. Anderson has
developed prepared seasonings, sauces, bread mixes and other ingredients, which
allow each menu item to be served with minimal preparation. The Company views
this efficient and effective process as critical for its national expansion.
FOCUS ON CUSTOMER SATISFACTION
The Company is committed to staffing each unit with an experienced
management team and providing its customers with prompt, friendly and efficient
service. The customer's experience is also enhanced by the attitude and
attention of restaurant personnel. The Company recognizes that, in order to
maintain a high level of repeat customers and to attract new business, it must
provide superior customer service.
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Famous Dave's maintains a mission statement that its goal is to strive for
"delighted" guests rather than just "satisfied" guests. The Company believes
that a customer establishes his or her opinion within the first seven seconds.
To this end, the Company has focused its property development to maximize first
impressions of sight, smell, sound, and feel. The Company accomplishes this
through the wonderful smell of hickory-smoked barbeque, the lively sounds of
juke joint blues music, the colorful and nostalgic decor, and the varied
textures of rough cut pine, corrugated tin roofs, and antiques.
OPERATIONS, MANAGEMENT AND EMPLOYEES
The Company's ability to manage multi-location units will be central to its
overall success. The Company believes that its management must include skilled
personnel at all levels. The Company's senior management includes experienced
personnel with extensive restaurant experience, including Dave Anderson,
Chairman and Chief Executive Officer; Doug Lanham, President and Chief Operating
Officer; John Rose, Vice President of Real Estate and Nick Vojnovic, Vice
President of Human Resources. At the unit level, the Company places specific
emphasis on the position of general manager ("General Manager") and seeks
employees with significant restaurant experience and management expertise. The
General Manager of each restaurant reports directly to the President. The
Company strives to maintain quality and consistency in each of its 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. The Company believes that
it has been able to attract high quality, experienced restaurant and retail
management and personnel with its competitive compensation and bonus programs.
Staffing levels vary according to the time of day and size of the restaurant. In
general, each BBQ shack unit has between 30 and 50 employees.
All managers must complete a training program, during which they are
instructed in areas such as food quality and preparation, customer service, and
employee relations. The Company has also prepared operations manuals relating to
food and beverage quality and service standards. New staff members participate
in approximately three weeks of training under the close supervision of Company
management. Management strives to instill enthusiasm and dedication in its
employees, regularly solicits employee suggestions concerning Company
operations, and endeavors to be responsive to employees' concerns. In addition,
the Company has extensive and varied programs designed to recognize and reward
employees for superior performance. As of December 29, 1996, the Company had
approximately 270 employees, 60 of which were full-time. The Company believes
that its relationship with its employees is good.
PURCHASING
The Company strives to obtain consistent quality items at competitive
prices from reliable sources. Any discontinuance of such favorable pricing could
negatively impact the Company's purchasing abilities. In order to maximize
operating efficiencies and to provide the freshest ingredients for its food
products while obtaining the 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 which are then shipped directly
to the restaurants. The Company may develop a centralized food preparation
commissary. The Company purchases perishable food products locally.
MANAGEMENT INFORMATION SYSTEMS/ACCOUNTING
The Company has developed management information systems that are designed
to be utilized in future Units. These systems include a computerized
point-of-sale system which facilitates the paperless movement of customer orders
between the customer areas and kitchen operations, controls cash, processes
credit card transactions, and provides management with revenue and other key
operating and financial information. Operating and financial data from the
point-of-sale system is transferred electronically to Company headquarters on a
daily basis. The point-of-sale system is accessed by service personnel who are
assigned individual identification keys. The Company also uses a computerized
time management system which tracks the time worked by each employee, allowing
management to gather labor data, schedule work hours and produce payroll
reports.
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The Company's automated Unit-level point-of-sale, time management and
inventory management systems provide data for posting to the Company's general
ledger and to other accounting subsystems. The general ledger system provides
various management reports comparing current and prior operating results. The
results are reported to and reviewed with Company management by accounting
personnel. Such reporting includes (i) weekly reports of revenues, cost of
revenues and selected controllable Unit expenses and (ii) detailed monthly Unit
performance reports of revenues and expenses.
MARKETING AND PROMOTION; THE RIBMOBILE
To date, the Company has relied primarily upon advertising, publicity and
"word of mouth" advertising to attract customers to its restaurants. The Company
also utilizes distinctive exterior signage and off-site billboards. In addition,
the Company has attempted to create brand awareness in its "Famous Dave's" name
by offering items such as Famous Dave's BBQ sauces for retail sale at its
restaurants and in approximately 130 grocery stores in the Twin Cities area.
Management is in the process of completing a media plan which will include
radio, print and promotional aspects, and which will promote "Famous Dave's" as
Legendary Pit Bar-B-Que. In addition, the Company has committed resources to
promote and arrange corporate and other group catering events.
The Company utilizes the Famous Dave's Ribmobile to participate in local
rib festivals and barbeque contests. The Company currently participates in seven
or eight "ribfests" a year. The Company has found that such festivals and
contests result in favorable publicity.
TRADEMARKS
The Company's ability to successfully implement its Famous Dave's concept
will depend in part upon its ability to protect its trademarks. The Company has
filed trademark applications with the United States Patent and Trademark Office
to register the mark "Famous Dave's" and design. There can be no assurance that
the Company will be granted trademark registration for any or all of the
proposed uses in the Company's applications. In the event the Company's mark is
granted registration, there can be no assurance that the Company can protect
such mark and design against prior users in areas where the Company conducts
operations. There is no assurance that the Company will be able to prevent
competitors from using the same or similar marks, concepts or appearance. In
October 1996, the Company received correspondence alleging that the Company's
use of a pig and guitar design in connection with its BBQ & Blues concept (the
"Design") infringed an existing trademark. The Company does not believe the
Design infringes such other trademark and intends to vigorously defend its use
of the Design against the holder of such other trademark.
COMPETITION
The food service industry is intensely competitive with respect to food
quality, concept, location, service and price. In addition, there are many
well-established food service competitors with substantially greater financial
and other resources than the Company and with substantially longer operating
histories. The Company believes that it competes with other full-service dine-in
restaurants, take-out food service companies, fast-food restaurants,
delicatessens, cafeteria-style buffets, and prepared food stores, as well as
with supermarkets and convenience stores. Competitors include national,
regional, and local restaurants, purveyors of carryout food, and convenience
dining establishments.
Primary national and regional competitors of the Company include such other
"family-oriented" comparable restaurants as Applebee's, TGI Friday's, Chili's,
Ground Round, Bennigan's and barbeque-related restaurants such as Tony Roma's,
Red Hot & Blue, Damon's and Sonny's. The Company believes that it can
effectively compete in this market by offering superior food taste, an
attractive highly theme-based family atmosphere, and superior ambiance provided
by carefully chosen blues music and an "open kitchen" smell of real barbeque.
Competition in the food service business is often affected by changes in
consumer tastes, national, regional, and local economic and real estate
conditions, demographic trends, traffic patterns, the cost and availability of
labor, purchasing power, availability of product, and local competitive factors.
The Company
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attempts to manage or adapt to these factors, but it should be recognized that
some or all of these factors could cause the Company to be adversely affected.
In addition, to the extent that barbeque restaurants are frequently viewed
as "local", the Company may experience intense competition or lack of consumer
acceptance if it expands into areas with existing barbeque restaurants.
The performance of individual Units may also be affected by factors such as
traffic patterns, weather, demographic considerations, local economic
conditions, and the type, number and location of competing restaurants. In
addition, factors such as inflation, increased food, labor and employee benefit
costs, and the availability of experienced management and hourly employees may
also adversely affect restaurant and retail operating costs. Costs are further
affected by increases in the minimum hourly wage, unemployment tax rates,
workers' compensation insurance rates and similar matters over which the Company
has no control.
REGULATION
Restaurants are subject to licensing and regulation by state and local
health, sanitation, safety, fire, and other authorities and are also subject to
state and local licensing and regulation of the sale of alcoholic beverages and
food. Difficulties in obtaining or failure to obtain required licenses and
approvals will result in delays in, or cancellation of, the opening of
restaurants. The food and liquor licenses are also subject to suspension or
non-renewal if the granting authority determines that the conduct of the holder
does not meet the standards for initial grant or renewal. The Company believes
that it is in compliance with all licensing and other regulations.
The Federal Americans With Disabilities Act prohibits discrimination on the
basis of disability in public accommodations and employment. The Company could
be required to expend funds to modify its restaurants in order to provide
service to or make reasonable accommodations for disabled persons. The Company's
restaurants are currently designed to be accessible to the disabled. The Company
believes it is in substantial compliance with all current applicable regulations
relating to accommodations for the disabled.
ITEM 2. PROPERTIES
The Company intends to lease or purchase facilities for each of its Units,
with leasing being the primary form of real estate acquisition. The Company has
entered into lease or sublease agreements with S & D Land Holdings, Inc.
("S&D"), a Minnesota corporation wholly-owned by David W. Anderson, the
Company's Chairman and Chief Executive Officer, pursuant to the following terms:
1. LINDEN HILLS. The Linden Hills unit contains approximately 2,900
square feet of restaurant space, including the patio area. The site is
subject to a lease from S&D effective January 1, 1996 for a 10-year term
with base rent of $48,800 per year with annual increases based upon
increases in the consumer price index ("CPI"). The Company also has the
right to extend the term for two five-year periods. In addition to base
rent, the Company is responsible for the payment of all operating costs and
real estate taxes.
2. ROSEVILLE. S&D is the tenant under an Agreement of Lease and
Agreement concerning Sublease (collectively, "Lease"). S&D has subleased
the Roseville site to the Company effective January 1, 1996 for $82,200 per
year with annual increases based upon increases in the CPI. The initial
term under the Sublease is seven years. The Company has the right to extend
the term for an additional five-year period. Should the Company so elect to
extend, the Company is obligated to pay percentage rent of 1% of gross
sales as additional rent. The improvements located on the site may revert
to the landlord at the termination of the Sublease. Assignment or
subletting of any interest in the Sublease requires the prior written
approval of the landlord. In addition to base rent and percentage rent, the
Company is responsible for the payment of operating costs and real estate
taxes.
3. MINNETONKA. The Minnetonka site is a former restaurant located on
approximately 2.3 acres of land. The Minnetonka site has been leased
effective January 15, 1996 from S&D for a 10-year term with base rent of
$124,129 per year with annual increases based upon increases in the CPI,
with rent payments scheduled to commence July 1, 1997. The Company has the
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<PAGE> 10
right to extend the term for two five-year periods. In addition to base
rent, the company is responsible for the payment of all operating costs and
real estate taxes.
4. HIGHLAND PARK. The Highland Park site contains approximately 2.3
acres of vacant land and has been leased from S&D effective January 1, 1996
for a 10-year term with base rent of $44,900 per year with annual increases
based upon increases in the CPI, with rent payments scheduled to commence
June 1, 1997. The Company also has the right to extend the term for two
five-year periods. The lease allows the Company to develop the site as a
restaurant at the Company's cost and with the prior written consent of
S&D. In addition to base rent, the Company is responsible for the
payment of its pro-rata share of operating costs and real estate taxes.
The above-mentioned leases are non-cancelable by the Company. The Company
or a subsidiary also has entered into leases or subleases for the following
properties:
5. CALHOUN SQUARE. Lake and Hennepin BBQ & Blues, Inc., a wholly-owned
subsidiary of the Company ("LHBB") has entered into a lease for the Calhoun
Square site with Calhoun Square Associates dated January 5, 1996. The lease
runs for a term of 15 years and LHBB has the right to extend the term for
two five-year periods. LHBB is obligated to pay base rent plus percentage
rent of 5% of gross sales, as defined. In addition to base rent and
percentage rent, the Company is responsible for the payment of its pro-rata
share of operating costs and real estate taxes.
6. FOREST LAKE. The Forest Lake site is located on approximately
57,900 square feet of vacant land. The Forest Lake site has been leased
since February 21, 1997 for a 15-year term with base rent of $69,480 per
year with annual increases based upon increases in the CPI. The Company has
the right to extend the term for two 5-year periods. In addition to base
rent, the Company is responsible for the payment of all operating costs and
real estate taxes.
7. MADISON, WISCONSIN. The Madison, Wisconsin site is a former
restaurant located on approximately 30,000 square feet of land. The Madison
site has been leased since March 19, 1997 for a 10-year term with base rent
of $48,000 with an increase after year five to $52,800. The Company has the
right to extend the term for two 5-year periods. The Company also has the
option to purchase the site after the initial ten-year term. In addition to
base rent, the Company is responsible for the payment of all operating
costs and real estate taxes.
8. CORPORATE OFFICE. The Company has assumed a lease effective as of
August 31, 1996 for 7,800 square feet of office/warehouse space at 12700
Industrial Park Boulevard in Plymouth, Minnesota. The lease terminates on
August 31, 1998.
In addition, the Company has acquired land in Maple Grove and Stillwater,
Minnesota to construct two Units. The Maple Grove property is approximately
2 acres and is currently under construction and scheduled to open April 21,
1997. Cost of this property was approximately $810,000 and was acquired in
November 1996. The Stillwater property is approximately 2.3 acres and is
expected to commence construction shortly and open in July/August 1997.
Cost of this property was approximately $540,000 and was acquired in
December 1996.
ITEM 3. LEGAL PROCEEDINGS
Two former employees of the Company have threatened to bring legal claims
against the Company and a former manager, alleging sexual harassment and other
actionable conduct. The Company is currently investigating these claims. At this
time, management is unable to state with any degree of certainty the likelihood
of an unfavorable outcome and the range of loss, if any.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the fiscal year ended December 29, 1996.
8
<PAGE> 11
OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to each of
the officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION(S) HELD
---- --- ----------------
<S> <C> <C>
David W. Anderson.................... 43 Chairman of the Board, Chief Executive Officer
Douglas S. Lanham.................... 47 President, Chief Operating Officer
Stanley R. Herman.................... 43 Executive Vice President, Strategic Planning and
Marketing
Mark A. Payne........................ 37 Vice President, Finance, Chief Financial Officer,
Secretary and Treasurer
Jeffrey B. Rice...................... 53 Vice President, Construction
John D. Rose......................... 44 Vice President, Real Estate
Nicholas S. Vojnovic................. 37 Vice President, Human Resources
</TABLE>
DAVID W. ANDERSON, founder of the Company, has been the Chairman of the
Board since its formation. Mr. Anderson is also a founder and a director of
Rainforest Cafe, Inc. In October 1990, Mr. Anderson co-founded Grand Casinos,
Inc. and through March 1996 served as a director and Executive Vice President of
that company.
DOUGLAS S. LANHAM joined the Company as President, Chief Operating Officer
and a Director in January 1997. Mr. Lanham is a 25-year veteran of full-service
casual dining, including positions at Steak & Ale, Bennigan's, Grady's American
Grill and Chili's. At varying times from 1984-1996, Mr. Lanham held positions as
a Chili's franchisee and a Senior Vice President for Brinker International.
STANLEY R. HERMAN joined the Company as Executive Vice President, Strategic
Planning and Marketing in January 1997. Mr. Herman has over 20 years of
marketing experience, most recently as Partner and President of Growth Resources
International from 1993 to 1996 and in the same positions at Herman Mancino from
1986 to 1993. Both firms provided marketing consulting services to a wide range
of companies both domestically and internationally.
MARK A. PAYNE has been Vice President, Chief Financial Officer, Secretary
and Treasurer since August 1996. Previously, and since August 1995, he was
Senior Vice President, Business Development and Acquisitions of ValueVision
International, Inc., a television home shopping network. Prior to that and since
December 1990, he served as Vice President, Finance and Chief Financial Officer
at ValueVision.
JEFFREY B. RICE joined the Company as Vice President of Construction in
February 1997. Prior to joining the Company, Mr. Rice was Vice President of
Construction for Grand Casinos, Inc. for five years where he directed all
construction for major casino and entertainment venues. Prior to joining Grand
Casinos, Inc., Mr. Rice was Senior Project Manager for Ryan Construction Company
in charge of their retail construction division.
JOHN D. ROSE joined the Company as Vice President of Real Estate in March
1997. Prior to joining the Company, Mr. Rose was Senior Director of Development
- -- Corporate Real Estate and Construction for Papa John's International, Inc.
from November 1993 to March 1997. From November 1991 to November 1993, Mr. Rose
was National Director of Construction for Long John Silver's Seafood
Restaurants, Inc. Prior to that, Mr. Rose held a variety of positions with
Domino's Pizza.
NICHOLAS S. VOJNOVIC joined the Company as Vice President of Human
Resources in March 1997. Prior to joining the Company, Mr. Vojnovic was Regional
Recruiter for the On The Border division of Brinker International. Prior to
that, Mr. Vojnovic was Director of Recruiting and Training for Sunstate
Ventures, a franchisee of Chili's. Mr. Vojnovic has also served as an Instructor
at the School of Culinary Arts and Gwinnett Tech Hospitality College in Atlanta,
GA.
9
<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRICE RANGE OF COMMON STOCK
The Company completed its IPO on October 21, 1996 by issuing units
consisting of one share of Common Stock and one Redeemable Class A Warrant for
$6.50 per unit. Since that date, such units have traded on the over-the-counter
market. The Company's Common Stock has traded on the over-the-counter market
since November 5, 1996. The Company's Units, Common Stock and Warrants are
quoted on the Nasdaq SmallCap Market under the symbols DAVEU, DAVE and DAVEW,
respectively.
The following table summarizes the high and low sale prices per share of
the Common Stock for the periods indicated, as reported on the Nasdaq SmallCap
Market:
<TABLE>
<CAPTION>
1996 HIGH LOW
---- ---- ---
<S> <C> <C>
Fourth Quarter.............................................. 8.75 6.75
</TABLE>
On March 21, 1997, the last reported sale price for the Common Stock was
$8.25 per share. As of March 21, 1997, the Company has approximately 230 record
holders of Common Stock.
The Company's Board of Directors has not declared any dividends on the
Company's Common Stock since its inception, and does not intend to pay out any
cash dividends on its 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, the Company's
financial condition and other factors deemed relevant by the Board of Directors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company was formed in March 1994 to develop, own and operate American
roadhouse-style barbeque restaurants under the name Famous Dave's. The Company
opened its first restaurant in the Linden Hills neighborhood of Minneapolis in
June 1995. Prior to opening the Linden Hills Unit, the Company had no revenues
and its activities were devoted solely to development.
The Company opened its second unit in June 1996 in Roseville, Minnesota, a
suburb of Minneapolis/St. Paul and a third large unit (Blues Club) in Calhoun
Square in Minneapolis (together with Linden Hills, the "Existing Units"). The
Calhoun Blues Club opened in September 1996 and features live blues music
nightly and authentic Chicago blues decor. The Company is presently developing
five additional roadhouse-style units in the Minneapolis/St. Paul area and one
in the Madison, Wisconsin area.
Future revenues and profits, if any, will depend upon various factors,
including additional market acceptance of the Famous Dave's concept, the quality
of the restaurant operations, the ability to expand to multi-unit locations and
general economic conditions. The Company's present sources of revenue are
limited to its Existing Units. There can be no assurances the Company will
successfully implement its expansion plans, in which case it will continue to be
dependent on the revenues from the Existing Units. The Company also faces all of
the risks, expenses and difficulties frequently encountered in connection with
the expansion and development of an expanding business. Furthermore, to the
extent that the Company's expansion strategy is successful, it must manage the
transition to multiple site operations, higher volume operations, the control of
overhead expenses and the addition of necessary personnel.
Components of operating expenses include operating payroll and fringe
benefits, occupancy costs, repairs and maintenance, and advertising and
promotion. The majority of these costs are variable and will increase with sales
volume. Management projects that when a new Unit opens, it will incur higher
than normal levels of labor and food costs as Unit personnel complete training.
Management believes, however, that as new staff
10
<PAGE> 13
gains experience, hourly labor schedules over the ensuing 30-60 day period will
be gradually adjusted to provide operating efficiencies similar to those at
Existing Units.
General, administrative and development 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, recruiting, training, rent and office
supplies are major items in this category. The Company expects these costs to
continue to grow during 1997.
At January 1, 1996, the Company elected a 52 or 53 week fiscal year ending
on the Sunday nearest December 31. Prior to January 1, 1996, the Company used a
fiscal year ending on December 31. Fiscal 1996 was a 52-week year.
OPERATING RESULTS
The Company had no revenues or operations during the period from March 14,
1994 (Inception) to June 19, 1995 (the opening of the Linden Hills Unit).
Accordingly, comparisons with periods prior to June 19, 1995 are not meaningful.
The operating results of the Company expressed as percentage of net
revenues were as follows:
<TABLE>
<CAPTION>
YEARS ENDED
----------------------------
DECEMBER 29, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
REVENUES, NET.............................................................................. 100.0 100.0
COSTS AND EXPENSES:
Food and Beverage Costs.................................................................. 35.8 35.3
Labor and Benefits....................................................................... 24.0 34.7
Restaurant Operations.................................................................... 19.6 28.0
Depreciation and Amortization............................................................ 4.9 3.5
----- -----
TOTAL COSTS AND EXPENSES................................................................... 84.3 101.5
----- -----
INCOME (LOSS) FROM OPERATIONS.............................................................. 15.7 (1.5)
----- -----
OTHER INCOME (EXPENSE):
General Administrative and Development................................................... (31.9) (62.0)
Depreciation and Amortization............................................................ (.9) 0
Interest Income, Net..................................................................... 2.2 0
----- -----
TOTAL OTHER EXPENSE........................................................................ (30.6) (62.0)
----- -----
NET LOSS................................................................................... (14.9) (63.5)
===== =====
</TABLE>
FISCAL YEAR 1996 COMPARED TO FISCAL YEAR 1995
Net Sales -- Net sales increased by $4,270,000 or 887% to $4,752,000 for
the year ended December 29, 1996 from $481,510 for the year ended December 31,
1995. The increase in sales was due to the Linden Hills Unit being open the
entire year in 1996, coupled with the opening of the Roseville Unit in June 1996
and the Calhoun Blues Club in September 1996. As a result of the recent Unit
openings, along with expected additional Unit openings in 1997, the Company
anticipates net sales and operating expenses to continue to increase during
fiscal 1997. The Company had no material menu price increases during 1996.
Food and beverage costs -- Food and beverage costs for fiscal 1996 were
$1,704,000 or 35.8% of net sales compared to $170,000 or 35.3% for fiscal 1995.
The increase in food and beverage costs as a percent of net sales was primarily
due to increased pork prices, particularly in the second half of fiscal 1996,
offset by reduced costs and expenses due to improved purchasing power.
11
<PAGE> 14
Labor and benefits -- Labor and benefits were $1,140,000 or 24% of net
sales in fiscal 1996 compared to $167,000 or 34.7% of net sales in fiscal 1995.
The reduction in labor and benefits as a percent of net sales from fiscal 1995
to fiscal 1996 was primarily due to improved labor management, operating
efficiencies and increased sales.
Restaurant operating expenses -- Restaurant operating expenses for fiscal
1996 were $930,000 or 19.6% of net sales compared to $135,000 or 28.0% of net
sales for fiscal 1995. The decrease in restaurant operating expenses as a
percent of sales in fiscal 1996 compared to fiscal 1995 is primarily due to
improved operating efficiencies and increased sales.
General, administrative and development expenses -- General, administrative
and development expenses increased to $1,518,000 or 31.9% of net sales in fiscal
1996 from $298,000 or 62.0% of net sales in fiscal 1995. The increase in these
expenses is largely attributable to additional expenses incurred as the Company
increases its corporate and administrative infrastructure to support the
development of additional locations.
Although no assurances can be given, management believes that the current
level of sales, additional sales from new Units, trained workforce and general
operating environment will continue to improve total Unit-level income in future
periods.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has met its capital requirements through revenues from
operations, the sale of Common Stock to and borrowings from its founder, David
W. Anderson, the private placement of Common Stock, and the sale of Common Stock
and Warrants to the public.
During the period from March 14, 1994 (Inception) through December 31,
1995, the Company sold to Mr. Anderson 2,000,000 shares of Common Stock at $.50
per share. Pursuant to the subscription agreement relating to such purchase,
payments were made totaling $425,270 during 1994 and $574,730 during 1995.
Additionally, the Company entered into a revolving promissory note with Mr.
Anderson allowing for advances of up to $2,000,000. As of December 29, 1996, the
Company had no outstanding advances under this agreement.
In July 1996, the Company completed a private placement of 1,356,250 shares
of Common Stock at $3.50 per share. The net proceeds to the Company were
approximately $4.1 million. Such proceeds have been, and will be, used for
additional unit development and working capital.
In October 1996, the Company completed the initial public offering of
2,645,000 Units at an offering price of $6.50 per Unit, including 345,000 Units
from the exercise of the Underwriter's overallotment option which occurred in
November 1996. The Company received net proceeds from the offering of
approximately $15.2 million after the payment of approximately $2.0 million in
related underwriting discount and offering costs. Each Unit consists of one
share of Common Stock and one Redeemable Class A Warrant. The Class A Warrants
have a four-year term and are exercisable at $8.50 per warrant. Each warrant
converts into one share of Common Stock and is redeemable by the Company in the
event that the Common Stock averages above $10.20 for 10 trading days. Upon
exercise, the warrants may provide for approximately $22 million in additional
proceeds.
For the year ended December 31, 1995, the Company used $227,000 in cash
flow for operating activities and during the fiscal year ended December 29,
1996, the Company used $597,000 in cash flow for operating activities.
Since Inception, the Company's principal capital requirements have been the
funding of (i) the development of the Company and the Famous Dave's concept,
(ii) the construction of the Linden Hills, Roseville and Calhoun Units and the
acquisition of the furniture, fixtures and equipment therein, (iii) site
acquisition and preopening costs, and (iv) the development of additional units
as described below. Total capital expenditures for the Linden Hills, Roseville
and Calhoun Units were approximately $425,000, $1,100,000 and $2,400,000,
respectively.
12
<PAGE> 15
The Company is developing additional restaurants in the Minneapolis/St.
Paul area. The Company had incurred approximately $1,550,000 in the development
of these units as of December 29, 1996. When completed, the Company estimates
that capital expenditures for these additional units will be approximately $8.5
million. The units are expected to be complete in 1997.
In November 1996, the Company purchased land in Maple Grove, MN to
construct an approximately 5,200 square foot unit that is scheduled to open in
April 1997. The total cost of the land was approximately $810,000. In addition,
in December, 1996, the Company purchased land in Stillwater, MN to construct an
approximately 5,200 square foot unit that is scheduled to open in August 1997.
The total cost of the land was approximately $540,000 of which $150,000 was paid
upon closing, with the balance to be paid in four quarterly installments of
$97,500 beginning March 1, 1997, or until the commencement of construction
when the remaining balance is to be paid.
In addition to construction in progress, the Company has capitalized
approximately $248,000 of direct, pre-opening costs relating to the Roseville
and Calhoun Units and Units under construction. It is the Company's policy to
amortize the direct costs of hiring and training the initial work force and
other direct costs associated with opening a new Unit over a twelve-month
period, beginning when the facility is opened, if the recoverability of such
costs can be reasonably assured. Accordingly, initial costs related to the
Linden Hills Unit were expensed as incurred due to the developmental nature of
the Unit.
In August 1996, the Company secured access to $1,100,000 of capital lease
financing and in October 1996, increased the line to $3,500,000. This lease
financing will be used for equipment, furniture, fixtures and leasehold
improvements. As of December 29, 1996, approximately $970,000 of the $3,500,000
in lease financing had been funded.
After the completion of these expansion plans, future development and
expansion will be financed through cash flow from operations and other forms of
financing such as the sale of additional equity and debt securities, capital
leases and other credit facilities. There are no assurances that such financing
will be available on terms acceptable or favorable to the Company.
INCOME TAXES
The Company paid no federal or state income taxes in 1994 or 1995. Prior to
March 1996, the Company was an S-Corporation. At December 29, 1996, the Company
had federal and state net operating loss carryforwards for tax reporting
purposes of approximately $330,000, which if not used will expire in 2011.
Future changes in ownership may place limitations on the use of these net
operating loss carryforwards.
QUARTERLY FLUCTUATIONS, SEASONALITY AND INFLATION
As a result of the relatively substantial revenues associated with each new
Unit, the timing of new Unit openings will result in significant fluctuations in
quarterly results. The Units may also have higher second or third quarter
revenues than the other two quarters as a result of seasonal traffic increases
experienced during the summer months.
The primary inflationary factors affecting the Company's operations include
food and beverage and labor costs. In addition, the Company's leases require the
Company to pay taxes, maintenance, repairs and utilities and these costs are
subject to inflationary increases.
The Company believes low inflation rates have contributed to relatively
stable costs. There is no assurance, however, that low inflation rates will
continue.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are included herein following the
signatures, beginning at page F-1.
13
<PAGE> 16
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16 (A) OF THE EXCHANGE ACT
Information in response to this Item is incorporated herein by reference to
the Company's 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-KSB.
ITEM 10. EXECUTIVE COMPENSATION
Information in response to this Item is incorporated herein by reference to
the Company's 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-KSB.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this Item is incorporated herein by reference to
the Company's 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-KSB.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is incorporated herein by reference to
the Company's 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-KSB.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See "exhibit index" on the page following the Financial Statements.
(b) Reports on Form 8-K.
None.
14
<PAGE> 17
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 31, 1997 By /s/ David W. Anderson
---------------------------
David W. Anderson
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed on March 31, 1997 by the following persons on behalf of
the Registrant, in the capacities indicated.
Each person whose signature appears below constitutes and appoints Mark A.
Payne or William M. Mower, or either of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with the full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Annual Report on
Form 10-KSB and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Signature Title
/s/ David W. Anderson Chairman of the Board and
- ---------------------- Chief Executive Officer
David W. Anderson (principal executive officer)
/s/ Mark A. Payne Vice President - Finance, Chief Financial
- ---------------------- Officer, Secretary and Treasurer
Mark A. Payne (principal financial and accounting officer)
/s/ Douglas S. Lanham President, Chief Operating Officer
- ---------------------- and Director
Douglas S. Lanham
/s/ Thomas J. Brosig Director
- ----------------------
Thomas J. Brosig
/s/ Richard L. Monfort Director
- ----------------------
Richard L. Monfort
/s/ Martin J. O'Dowd Director
- ----------------------
Martin J. O'Dowd
15
<PAGE> 18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Famous Dave's of America, Inc.:
We have audited the accompanying consolidated balance sheets of Famous Dave's
of America, Inc. and Subsidiaries as of December 29, 1996 and December 31, 1995
and the related consolidated statements of operations, shareholders' equity and
cash flows for the years then ended. The 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 financial position of Famous Dave's of
America, Inc. and Subsidiaries as of December 29, 1996 and December 31, 1995
and the results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.
LUND KOEHLER COX & COMPANY, PLLP
Minneapolis, Minnesota
January 27, 1997
F-1
<PAGE> 19
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 29, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
1996 1995
--------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,906,640 $ 100,297
Available-for-sale securities 9,417,188 0
Inventories 166,594 10,921
Prepaids and other current assets 577,590 69,176
--------------- --------------
Total current assets 15,068,012 180,394
--------------- --------------
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET 5,837,844 1,203,265
--------------- --------------
OTHER ASSETS:
Construction in progress 192,131 73,487
Pre-opening expenses, net 159,292 0
Other 63,180 0
--------------- --------------
Total other assets 414,603 73,487
--------------- --------------
$ 21,320,459 $ 1,457,146
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 445,910 $ 109,974
Notes payable 473,044 623,869
Current portion of capital lease obligations 162,261 0
Other current liabilities 194,430 29,493
--------------- --------------
Total current liabilities 1,275,645 763,336
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION 741,797 0
--------------- --------------
Total liabilities 2,017,442 763,336
--------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 100,000,000 shares authorized,
6,001,250 and 2,000,000 shares issued and outstanding 60,013 20,000
Additional paid-in capital 19,586,515 980,000
Unrealized loss on securities available-for-sale (11,850) 0
Accumulated deficit (331,661) (306,190)
--------------- --------------
Total shareholders' equity 19,303,017 693,810
--------------- --------------
$ 21,320,459 $ 1,457,146
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE> 20
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 29, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
1996 1995
-------------- ----------------
<S> <C> <C>
SALES, NET $ 4,751,835 $ 481,510
-------------- ----------------
COSTS AND EXPENSES:
Food and beverage costs 1,704,421 169,789
Labor and benefits 1,139,528 167,183
Restaurant operating expenses 930,149 135,034
Depreciation and amortization 232,899 17,009
-------------- ----------------
Total costs and expenses 4,006,997 489,015
-------------- ----------------
Income (loss) from operations 744,838 (7,505)
-------------- ----------------
OTHER (INCOME) EXPENSE:
General, administrative and development 1,517,862 298,427
Depreciation and amortization 40,253 258
Interest income, net (106,679) 0
-------------- ----------------
Total other expense 1,451,436 298,685
-------------- ----------------
NET LOSS (706,598) (306,190)
============== ================
NET LOSS PER COMMON SHARE $ (0.21) $ (0.14)
============== ================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 3,293,716 2,214,423
============== ================
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 21
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 29, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
Unrealized
Loss on
Common Stock Additional Stock Securities
Paid-In Subscription Available- Accumulated
Shares Amount Capital Receivable -For-Sale Deficit Total
--------- ----------- -------------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1994 2,000,000 $ 20,000 $ 980,000 $ (574,730) $ 0 $ 0 $ 425,270
Payments received
on stock subscription -- -- -- 574,730 -- -- 574,730
Net loss -- -- -- -- -- (306,190) (306,190)
--------- ----------- -------------- ------------ ------------- ----------- ------------
BALANCE - DECEMBER 31, 1995 2,000,000 20,000 980,000 0 0 (306,190) 693,810
Termination of S
Corporation status -- -- (681,127) -- -- 681,127 0
Private placement of common
stock at $3.50 per share,
net of issuance costs 1,356,250 13,563 4,125,153 -- -- -- 4,138,716
Initial public offering of
common stock at $6.50 per
share, net of issuance costs 2,645,000 26,450 15,162,489 -- -- -- 15,188,939
Change in unrealized loss
on securities available-
for-sale -- -- -- -- (11,850) -- (11,850)
Net loss -- -- -- -- -- (706,598) (706,598)
--------- ----------- -------------- ------------ ------------- ----------- ------------
BALANCE - DECEMBER 29, 1996 6,001,250 $ 60,013 $ 19,586,515 $ 0 $ (11,850) $ (331,661) $ 19,303,017
========= =========== ============== ============ ============= =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 22
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 29, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
1996 1995
-------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (706,598) $ (306,190)
Adjustments to reconcile net loss to
cash flows from operating activities:
Depreciation and amortization 273,152 17,009
Changes in working capital items -
Inventories (155,673) (10,921)
Prepaids and other current assets (508,414) (66,434)
Accounts payable 335,936 109,974
Other current liabilities 164,937 29,493
-------------- ---------------
Cash flows from operating activities (596,660) (227,069)
-------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, equipment
and leasehold improvements (4,241,596) (808,369)
Increase in construction in progress (118,644) (73,487)
Purchases of available-for-sale securities (9,429,038) 0
Purchase of intangibles (63,180) 0
Payment of pre-opening expenses (247,978) 0
-------------- ---------------
Cash flows from investing activities (14,100,436) (881,856)
-------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement of stock,
net of issuance costs 4,138,716 0
Proceeds from initial public offering, net
of issuance costs 15,188,939 0
Payments on capital lease obligations (64,741) 0
Advances on note payable - stockholder, net 240,525 276,046
Proceeds from mortgage note payable - bank 0 375,000
Payments on mortgage note payable - bank 0 (27,177)
Payments received on stock subscription 0 574,730
-------------- ---------------
Cash flows from financing activities 19,503,439 1,198,599
-------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS 4,806,343 89,674
CASH AND CASH EQUIVALENTS, BEGINNING 100,297 10,623
-------------- ---------------
CASH AND CASH EQUIVALENTS, ENDING $ 4,906,640 $ 100,297
============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 23
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 1996 AND DECEMBER 31, 1995
(1) NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS - Famous Dave's of America, Inc. (the Company) was
incorporated in the State of Minnesota on March 14, 1994. The Company
develops, owns and operates American roadhouse style barbeque restaurants (the
Units) under the name "Famous Dave's". The Company presently owns and operates
three restaurants, one located in the Linden Hills neighborhood of Minneapolis,
one in Roseville, Minnesota and the third in Calhoun Square in Minneapolis.
As of December 29, 1996, the Company had five additional restaurants in
development in the Minneapolis/St. Paul area.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of Famous Dave's of America, Inc. and its wholly owned subsidiaries
Lake & Hennepin BBQ and Blues, Inc. and D&D of Minnesota, Inc. Lake & Hennepin
BBQ and Blues, Inc. and D&D of Minnesota, Inc. had no operating activity
through December 29, 1996. All significant intercompany transactions have been
eliminated in consolidation.
FISCAL YEAR - Beginning January 1, 1996, the Company adopted a 52/53 week
accounting period ending on the Sunday nearest December 31 of each year.
Fiscal year 1996 was a 52 week year. Prior periods using a calendar year end
have not been restated for comparative purposes as the differences are
immaterial.
CASH AND CASH EQUIVALENTS - The Company includes as cash equivalents
certificates of deposit and all other investments with original maturities of
three months or less when purchased which are readily convertible into known
amounts of cash.
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 and equipment are
depreciated using the straight-line method over five to seven years. Leasehold
improvements are amortized using the straight-line method over the shorter of
their estimated useful lives or the lease term including option periods.
PRE-OPENING EXPENSES - It is the Company's policy to capitalize the direct and
incremental costs associated with opening a new Unit which consist primarily of
hiring and training the initial workforce and other direct costs. These costs
are amortized over the first twelve months of the Unit's operations if the
recoverability of such costs can be reasonably assured. Expenses incurred
prior to opening the Company's first Unit were charged to operations when
incurred due to the developmental nature of the Unit.
F-6
<PAGE> 24
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
MUSIC PRODUCTION COSTS - In accordance with Statement of Financial Accounting
Standards No. 50 "Financial Reporting in the Record and Music Industry", the
Company has expensed all amounts related to music production costs in the
period incurred.
RIB PROMOTIONAL ACTIVITY - The Company incurs expenses for participation in rib
festivals and other events and records these expenses in the period incurred,
net of any related revenues generated by the activity.
INCOME TAXES - Through March 3, 1996 the Company, with the consent of its then
sole shareholder, had elected under the Internal Revenue Code to be an S
Corporation. In lieu of corporation income taxes, a shareholder of an S
Corporation is taxed on his proportionate share of the company's taxable
income. See Note 11.
RECENTLY ISSUED ACCOUNTING STANDARD - During 1996 the Company adopted Financial
Accounting Standards Board Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (Statement 121).
Statement 121 establishes accounting standards for the recognition and
measurement of impairment of long-lived assets, certain identifiable
intangibles, and goodwill either to be held or disposed of. The adoption of
Statement 121 did not have an impact on the Company's financial position or
results of operations.
MANAGEMENT'S USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management 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.
RECLASSIFICATIONS - Certain amounts in the 1995 consolidated financial
statements have been reclassified to conform to the 1996 presentation. These
reclassifications had no effect on net loss or shareholders' equity for the
year ended December 31, 1995.
NET LOSS PER COMMON SHARE - Net loss per common share is computed by dividing
net loss by the weighted average number of common shares outstanding and
dilutive common equivalent shares assumed to be outstanding during each period.
Common equivalent shares consist of dilutive options to purchase common stock.
However, pursuant to certain rules of the Securities and Exchange Commission,
the calculation also includes equity securities, including options and
warrants, issued within one year of an initial public offering with an issue
price less than the initial public offering price, even if the effect is
anti-dilutive. The treasury stock method was used in determining the effect
of such issuances.
F-7
<PAGE> 25
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
(2) AVAILABLE-FOR-SALE SECURITIES
The Company classifies all investments which are not cash equivalents as
available-for-sale securities with all gross unrealized gains or losses
included as a separate component of shareholders' equity. There were
unrealized losses of $11,850 and $0 at December 29, 1996 and December 31, 1995.
Available-for-sale securities at December 29, 1996 consist of commercial paper
and a corporate bond, are reported at fair value and are due within one year of
the financial statement date.
(3) INVENTORIES
Inventories consisted of the following at:
<TABLE>
<CAPTION>
December 29, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Food and beverage $ 43,898 $ 4,950
Retail goods 122,696 5,971
------------ ------------
$166,594 $10,921
============ ============
</TABLE>
(4) PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements consisted of the following at:
<TABLE>
<CAPTION>
December 29, December 31,
1996 1995
----------- ------------
<S> <C> <C>
Land, buildings and improvements $4,477,754 $1,066,447
Furniture, fixtures and equipment 1,182,323 153,827
Portable kitchen equipment 141,126 0
Antiques 234,232 0
Less: accumulated depreciation (197,591) (17,009)
----------- -----------
$5,837,844 $1,203,265
=========== ===========
</TABLE>
F-8
<PAGE> 26
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
(5) CONSTRUCTION IN PROGRESS
Construction in progress consists of direct and indirect costs related to the
Company's uncompleted development of its additional Units in the
Minneapolis/St. Paul area. Total costs incurred were $192,131 and $73,487
(including capitalized interest of $0 and $9,067) as of December 29, 1996 and
December 31, 1995.
(6) NOTES PAYABLE
MORTGAGE NOTE PAYABLE - CONTRACT FOR DEED - The Company has a mortgage
note payable of $389,673 accruing interest quarterly at 9% quarterly and
secured by land. The principal balance is payable in four quarterly
installments of $97,418 beginning March 1, 1997, or until commencement of
construction when the remaining balance is to be paid.
NOTE PAYABLE - SHAREHOLDER - The Company has a $2,000,000 revolving note with
its majority shareholder. The note bears interest at 8%, is unsecured and is
due on demand. Outstanding balances on the note were $83,371 and $276,046 at
December 29, 1996 and December 31, 1995.
MORTGAGE NOTE PAYABLE - BANK - The Company had a mortgage note maturing
September 1996, accruing interest at 1% over the prime rate (effective rate of
9.75%) and secured by a real estate mortgage on the site of its proposed St.
Paul, Minnesota Unit. The balance outstanding at December 31, 1995 was
$347,823. This note was assumed by S&D Land Holdings, Inc. on January 1, 1996
(see Note 7).
NOTE PAYABLE - BANK - The Company has a $1,000,000 revolving note due June 26,
1997, accruing interest at the prime rate (effective rate of 8.25%), and
secured by all the assets of the Company and the personal guaranty of the
Company's majority shareholder. There were no outstanding balances at December
29, 1996 and December 31, 1995.
(7) RELATED PARTY TRANSACTIONS
S&D LAND HOLDINGS, INC. - On January 1, 1996, the Company transferred the real
estate, excluding improvements, of its Linden Hills Unit and the site of a
proposed Unit in St. Paul, Minnesota to its majority shareholder in exchange
for amounts due to the shareholder and assumption of bank debt (see Note 6)
totaling $781,023. The Company recognized no gain or loss on the transactions
and believes the exchange prices approximated the fair market values of the
real estate exchanged. The shareholder concurrently transferred the real
estate to S&D Land Holdings, Inc. (S&D), a company wholly owned by the majority
shareholder, and entered into leases with the Company for the real estate (see
Note 13). At December 29, 1996, the Company owed S&D $48,337.
F-9
<PAGE> 27
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
GRAND PINES RESORTS, INC. - Grand Pines Resorts, Inc. (Grand Pines), is a
company wholly owned by the majority shareholder of the Company. The Company
charges Grand Pines a royalty of 4% of its food sales. Royalty income was
$48,619 and $33,646 for the years ended December 29, 1996 and December 31,
1995. The Company also provides certain management services to Grand Pines for
3% (4% in 1995) of its food sales. Management fee income was $38,284 and
$33,646 for the years ended December 29, 1996 and December 31, 1995. At
December 29, 1996, Grand Pines owed the Company $214,549 for royalties,
management services and other expenses.
(8) CAPITAL LEASE OBLIGATIONS
The Company leases certain equipment under agreements that expire through June
2001. Interest is provided for at rates of approximately 11% to 17%. The
obligations are secured by the equipment under lease. Total cost and
accumulated depreciation of the leased equipment is $968,799 and $76,814 at
December 29, 1996.
Future minimum lease payments are as follows for the fiscal years ending:
<TABLE>
<S> <C>
1997 $ 254,026
1998 254,026
1999 253,314
2000 245,492
2001 156,356
---------
Total 1,163,214
Less: amount representing interest 259,156
---------
Present value of future minimum lease payments 904,058
Less: current portion (162,261)
---------
Obligations under capital leases, net of current portion $ 741,797
=========
</TABLE>
F-10
<PAGE> 28
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
(9) SHAREHOLDERS' EQUITY
STOCK SPLIT - On June 11, 1996, the Company declared a 2,000-for-1 stock split.
The stock split has been retroactively reflected in the accompanying
consolidated financial statements.
PRIVATE PLACEMENT OF COMMON STOCK - During July 1996, the Company sold
1,356,250 shares of its common stock in a private placement for $3.50 per share
and received net proceeds of approximately $4,100,000.
INITIAL PUBLIC OFFERING - During October and November 1996, the Company sold,
in an initial public offering, 2,645,000 units consisting of one share of
common stock and one Redeemable Class A Warrant for $6.50 per unit. Class A
Warrants entitle the holder to purchase one share of common stock. Net
proceeds to the Company totaled approximately $15,200,000.
(10) STOCK OPTIONS
STOCK OPTION PLAN - The Company adopted a Stock Option and Compensation Plan
(the "Plan") in 1995, pursuant to which options and other awards to acquire an
aggregate of 700,000 shares of the Company's common stock may be granted.
Stock options, stock appreciation rights, restricted stock, other stock and
cash awards may be granted under the Plan. In general, options vest over a
period of five years and expire ten years from the date of grant. In addition,
the Company has granted certain stock options outside of the Plan.
The Company applies APB Opinion 25 "Accounting for Stock Issued to Employees"
and related Interpretations in accounting for its stock options. Accordingly,
no compensation cost has been recognized for its stock options. Had
compensation cost for the Company's stock options been determined based on the
fair value at the grant dates consistent with the method of Statement of
Financial Accounting Standards No. 123 "Accounting for Stock Based
Compensation" (Statement 123), the Company's net loss would have been increased
to the proforma amounts indicated below:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Net loss:
As reported $706,598 $306,190
Pro forma $866,644 $306,738
Earnings per share:
As reported $ (0.21) $ (0.14)
Pro forma $ (0.26) $ (0.14)
</TABLE>
F-11
<PAGE> 29
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
Information regarding the Company's stock options is summarized below:
<TABLE>
<CAPTION>
1996 1995
----------------------- -----------------------
Weighted Weighted
Average Average
Shares Exercise Price Shares Exercise Price
------ -------------- ------ --------------
<S> <C> <C> <C> <C>
Options outstanding,
beginning of year 150,000 $ 1.00 0 $ 0.00
Granted 365,000 5.10 150,000 1.00
Canceled 0 0.00 0 0.00
Exercised 0 0.00 0 0.00
------- -------
Options outstanding,
end of year 515,000 $ 3.90 150,000 $ 1.00
Options exercisable, ======= ==== ======= ====
end of year 55,000 $ 2.51 0 $ 0.00
Weighted average fair ======= ==== ======= ====
value of options granted $ 3.85 $ 0.44
==== ====
</TABLE>
Of the 365,000 stock options granted during 1996, 75,000, with exercise prices
ranging from $4.33 to $6.75 per share, were granted outside of the Plan.
Options outstanding at December 29, 1996 have an exercise price ranging between
$1.00 and $7.00 and a weighted average remaining contractual life of 9.47
years.
In determining the compensation cost of the options granted during 1996 and
1995, 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:
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Risk free interest rate 7% 7%
Expected life of options granted 10 years 10 years
Expected volatility of options granted 34.3% 0.0%
</TABLE>
F-12
<PAGE> 30
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
(11) INCOME TAXES
The Company was an S Corporation through March 3, 1996 and incurred losses
totaling $681,127. Accordingly, these losses have been recognized by the
Company's majority stockholder on his personal tax return. These losses have
been reclassed to additional paid-in capital during 1996.
From March 4, 1996 through December 29, 1996 the Company generated a net
operating loss of approximately $330,000 which, if not used, will expire in
2011. Future changes in the ownership of the Company may place limitations on
the use of this net operating loss carryforward. The Company has recorded a
full valuation allowance against its deferred tax asset due to the uncertainty
of realizing the related benefit.
<TABLE>
<CAPTION>
December 29, 1996 December 31, 1995
----------------- -----------------
<S> <C> <C>
Net operating loss carryforward $ 133,000 $ 0
Valuation allowance (133,000) 0
---------------- -----------------
Net deferred taxes $ 0 $ 0
================ =================
</TABLE>
(12) SUPPLEMENTAL CASH FLOWS INFORMATION
<TABLE>
<CAPTION>
December 29, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Cash paid for interest $ 90,675 $ 9,067
============ ============
NON CASH INVESTING AND FINANCING ACTIVITIES:
Equipment purchased under capital lease
obligations $ 968,799 $ 0
============ ============
Change in unrealized loss on
securities available-for-sale $ 11,850 $ 0
============ ============
Purchase of land with contract for deed $ 389,673 0
============ ============
Real estate exchanged to retire debt $ 781,023 $ 0
============ ============
</TABLE>
F-13
<PAGE> 31
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
(13) COMMITMENTS AND CONTINGENCIES
OPERATING LEASES - The Company has entered into various operating leases as
follows:
LEASES WITH S&D LAND HOLDINGS, INC. - The Company leases the real estate for
certain of its current or proposed Units from S&D Land Holdings, Inc., a
company wholly owned by the Company's majority stockholder. Each lease
generally has a ten-year term with two five-year options to extend and requires
the payment of base rent plus the payment of real estate taxes and operating
expenses as follows:
Linden Hills Unit - Base rent of $48,800 per year payable monthly,
adjusted annually for inflation. Expires in 2005 with two five-year
extensions available.
Roseville Unit - Base rent of $82,200 per year payable monthly, adjusted
annually for inflation. Expires in 2003 with one five-year extension
available.
Proposed St. Paul, Minnesota Unit - Base rent of $44,900 per year payable
monthly, adjusted annually for inflation. Expires in 2005 with two
five-year extensions available.
Proposed Minnetonka, Minnesota Unit - Base rent of $124,129 per year
payable monthly, adjusted annually for inflation. Expires in 2005 with
two five-year extensions available.
CORPORATE OFFICE - The Company has a lease for its corporate office space that
expires in 1998. Base rent is $3,951 per month. The Company also is required
to pay its pro rata share of real estate taxes and operating expenses.
CALHOUN SQUARE UNIT - The Company leases space for its Calhoun Square Unit
under a lease that expires in 2011, but may be terminated at the Company's
election after the first five years. The lease requires initial base rent of
$159,516 per year payable monthly, plus a percentage rent of 5% of annual gross
sales in excess of $3,129,320, payable annually. The Company has the right to
extend the term for two five-year periods. In addition to the base and
percentage rents, the lease requires the Company to pay real estate taxes and
operating expenses.
F-14
<PAGE> 32
FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 29, 1996 AND DECEMBER 31, 1995
Future minimum rental payments (excluding percentage rents) for the operating
leases described above are as follows for the years ending December 31:
<TABLE>
<S> <C>
1997 $ 506,957
1998 491,153
1999 459,545
2000 459,545
2001 379,787
Thereafter 987,766
----------
Total $3,284,753
==========
</TABLE>
Rent expense was $232,456 and $4,650 for the years ended December 29, 1996 and
December 31, 1995.
EMPLOYMENT AGREEMENTS - As of December 29, 1996 the Company had employment
agreements with three of its officers. The agreements require minimum annual
compensation of $100,000 to $125,000 and have terms of two to three years. All
of the contracts require at least six months' severance payments with a
resulting one to two year non-compete with one of the contracts requiring up to
twelve months' severance.
CONCENTRATION OF CREDIT RISK - The Company maintains cash accounts with various
financial institutions. The balances at times may exceed federally insured
limits.
F-15
<PAGE> 33
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
3.1 Articles of Incorporation, incorporated by reference from
Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 (File No. 333-10675) filed with the Securities and
Exchange Commission on August 23, 1996 (the "1996 SB-2")
3.2 Bylaws, incorporated by reference from Exhibit 3.2 to the
1996 SB-2
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 1996 SB-2
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 1996 SB-2
10.3 Lease Agreement dated as of January 15, 1996 by and between
S&D Land Holdings, Inc. and Famous Dave's of Minneapolis,
Inc. (Minnetonka), incorporated by reference from Exhibit
10.3 to the 1996 SB-2
10.4 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 1996 SB-2
10.5 Lease Agreement dated January 4, 1996 by and between Calhoun
Square Associates Limited Partnership and Lake & Hennepin
BBQ and Blues, Inc., as amended on March 26, 1996 and as
further amended on July 15, 1996 (Calhoun Square),
incorporated by reference from Exhibit 10.5 to Amendment No.
1 to the 1996 SB-2 filed with the Securities and Exchange
Commission on October 1, 1996 ("Amendment No. 1 to the 1996
SB-2")
10.6 Assignment and Assumption of Lease Agreement dated as of May
13, 1996 by and between Innovative Gaming, Inc. Carlson Real
Estate Company, and Famous Dave's of America, Inc., and Side
Agreement dated May 16, 1996 between Innovative Gaming, Inc.
and Famous Dave's of America, Inc. (corporate headquarters),
incorporated by reference from Exhibit 10.6 to the 1996 SB-2
10.7 Company's 1995 Stock Option and Compensation Plan, incorporated by
reference from Exhibit 10.7 to the 1996 SB-2
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C>
10.8 Amendment dated August 12, 1996 to the Company's 1995 Stock Option and
Compensation Plan, incorporated by reference from Exhibit 10.13 to
Amendment No. 1 to the 1996 SB-2
10.9 Amendment dated February 4, 1997 to the Company's 1995 Stock Option and
Compensation Plan
10.10 Employment Agreement dated as of March 4, 1996 between the Company and
David W. Anderson, incorporated by reference from Exhibit 10.8 to the
1996 SB-2
10.11 Employment Agreement dated as of August 12, 1996 between the Company
and Mark A. Payne, incorporated by reference from Exhibit 10.10 to
the 1996 SB-2
10.12 Employment Agreement dated as of December 18, 1996 between the Company
and Stanley R. Herman, as amended as of January 23, 1997
10.13 Employment Agreement dated as of January 23, 1997 between the Company
and Douglas S. Lanham
10.14 Trademark License Agreement between Famous Dave's of America, Inc. and
Grand Pines Resorts, Inc., incorporated by reference from Exhibit 10.11
to the 1996 SB-2
10.15 Management Agreement dated January 1, 1996 between Famous Dave's
Enterprises, Inc. and Famous Dave's of Minneapolis, Inc., incorporated
by reference from Exhibit 10.12 to the 1996 SB-2
21.1 Subsidiaries of Famous Dave's of America, Inc.
23.1 Consent of Lund Koehler Cox & Company, PLLP
24 Power of Attorney (set forth on the signature page)
27.1 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10.9
FAMOUS DAVE'S OF MINNEAPOLIS, INC.
AMENDMENT TO
1995 STOCK OPTION AND
COMPENSATION PLAN
1. Increase in Number of Shares Subject to the Plan. Section 5.1 of the
1995 Stock Option and Compensation Plan is hereby amended to read in its
entirety as follows:
5.1 Number of Shares. Subject to adjustment as provided in
Section 11.6, the number of shares of Common Stock which may be
issued under the Plan shall not exceed 900,000 shares of Common
Stock.
2. Effective Date. This Amendment will become effective upon approval
thereof by the shareholders of the Company at the next annual meeting of
shareholders.
<PAGE> 1
EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Agreement is made as of December 18, 1996 by and between Famous
Dave's of America, Inc., a Minnesota corporation (the "Company"), and Stan
Herman (the "Executive").
W I T N E S S E T H
WHEREAS, the Company desires to employ Executive in accordance with the
terms and conditions stated in this Agreement; and
WHEREAS, Executive desires to accept that employment pursuant to the terms
and conditions of this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereto agree as follows:
I. Employment
1.1 Employment as Executive Vice President of Strategic Planning and
Marketing. The Company hereby employs Executive as Executive Vice President of
Strategic Planning and Marketing and Executive accepts such employment pursuant
to the terms of this Agreement. Executive shall report to and take direction
from the Chief Executive Officer and the Board of Directors. The Executive
will perform those duties which are usual and customary for a executive vice
president of strategic planning and marketing of a restaurant enterprise.
Executive shall be employed at the Company's corporate offices. He shall
perform his duties in a manner reasonably expected of a executive vice
president of strategic planning and marketing of a restaurant company.
1.2 Term. Employment shall be for a term commencing January 2, 1997 and
continuing until the earlier of (i) January 2, 2000 or (ii) the date
Executive's employment terminates pursuant to Article III hereof.
II. Compensation, Benefits and Perquisites
2.1 Base Salary. During the term and effectiveness of this Agreement, the
Company shall pay Executive an annualized base salary ("Base Salary") at the
annual rate of $125,000.00. The Base Salary shall be payable in equal
installments in the time and manner that other employees of the Company are
compensated. The Board of Directors of the Company will review the Base Salary
at least annually, and may, in its sole discretion increase it to reflect
performance, appropriate industry guideline data or other factors.
<PAGE> 2
2.2 Bonus. Executive will receive a bonus in the amount of $25,000 upon
the completion of a long-term strategic business plan which has been approved
by the Company's Board of Directors. The Company also agrees to consider an
annual bonus equal to twenty-five percent of the Executive's Base Salary, which
will be based on Executive's performance to be determined at the end of each
year of service, at the discretion of the Company's Board of Directors.
2.3 Vacations. Executive shall be entitled to three weeks paid vacation,
or such greater amount of time as determined by the Company's Chief Executive
Officer.
2.4 Employee Benefits. Executive shall be entitled to the usual and
customary benefits and perquisites which the Company generally provides to its
other executives under its applicable plans and policies (including, without
limitation, group health, group dental and group life coverage).
2.5 Option Grant. Concurrently with this Agreement, the Company agrees to
grant stock options covering 80,000 shares of the Company's common stock,
vesting over four years, at an exercise price equal to the fair market value of
such shares. Assuming Executive is then employed by the Company, the Company
agrees to grant Executive on each of the first and second anniversaries hereof
an additional option to purchase 20,000 shares of Common Stock vesting over
four years with an exercise price equal to the closing sales price on such date
for each share on the NASDAQ system (or other exchange, if applicable).
III. Termination of Executive's Employment
3.1 Termination of Employment. Executive's employment under this
Agreement may be terminated by the Company or Executive at any time for any
reason; provided, however, that if Executive's employment is terminated by the
Company during the term of this Agreement for a reason or disability other than
for cause as defined in Section 3.2 below he shall continue to receive his Base
Salary under Section 2.1 for a period of six months from the date of
termination. The Executive's employment under this Agreement may be terminated
by Executive at any time for any reason. The termination shall be effective as
of the date specified by the party initiating the termination in a written
notice delivered to the other party, which date shall not be earlier than the
date such notice is delivered to the other party. This Agreement shall
terminate in its entirety immediately upon the death of Executive. Except as
expressly provided to the contrary in this section or applicable law,
Executive's rights to pay and benefits shall cease on the date his employment
under this Agreement terminates.
3.2 Cause. For purposes of this Article III, "cause" shall mean only the
following: (i) commission of a felony; (ii) theft or embezzlement of Company
property or commission of similar acts involving moral turpitude; or (iii) the
failure by Executive to substantially perform his material duties under this
Agreement (excluding nonperformance resulting from Executive's disability)
which willful failure is not cured within thirty (30) days after written notice
from the Chief Executive Officer of the Company specifying the act of willful
nonperformance or within
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<PAGE> 3
such longer period (but no longer than ninety (90) days in any event) as is
reasonably required to cure such willful nonperformance.
3.3 Disability. If Executive has become disabled such that he cannot
perform the essential functions of his job with or without reasonable
accommodation, and the disability has continued for a period of more than
ninety (90) days, the Chief Executive Officer of the Company may, in its
discretion, terminate his employment under this Agreement. Upon any such
termination for disability, Executive shall be entitled to such disability,
medical, life insurance, and other benefits as may be provided generally for
disabled employees of the Company during the period he remains disabled.
3.4 Notice. Executive must provide the Company with at least 30 days
written notice if Executive desires to terminate his employment under this
Agreement.
IV. Confidentiality
4.1 Prohibitions Against Use. Executive acknowledges and agrees that
during the term of this Agreement he may have access to various trade secrets
and confidential business information ("Confidential Information") of the
Company. Executive agrees that it shall use such Confidential Information
solely in connection with his obligations under this Agreement and shall
maintain in strictest confidence and shall not disclose any such Confidential
Information, directly or indirectly or use such information in any other way
during the term of this Agreement or for a period of one (1) year after the
termination of this Agreement. Executive further agrees to take all reasonable
steps necessary to preserve and protect the Confidential Information. The
provisions of this Section shall not apply to information which (i) was in
possession of Executive prior to receipt from the Company, or (ii) is or
becomes generally available to the public other than as a result of a
disclosure by the Company, its directors, officers, employees, agents or
advisors, or (iii) becomes available to Executive from a third party having the
right to make such disclosure.
4.2 Remedies. Executive acknowledges that the Company's remedy at law for
any breach or threatened breach by Executive of Section 4.1 will be inadequate.
Therefore, the Company shall be entitled to injunctive and other equitable
relief restraining Executive from violating those requirements, in addition to
any other remedies that may be available to the Company under this Agreement or
applicable law.
V. Non-Competition
5.1 Agreement Not to Compete. Executive agrees that, on or before the
date which is two (2) years after the date Executive's employment under this
Agreement terminates, he will not, unless he receives the prior approval of the
Board of Directors of the Company, directly or indirectly engage in any of the
following actions:
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<PAGE> 4
(a) Own an interest in (except as provided below), manage, operate,
join, control, lend money or render financial or other assistance to, or
participate in or be connected with, as an officer, employee, partner,
stockholder, consultant or otherwise, any entity whose primary business
is the retail sale of barbeque food. However, nothing in this subsection
(a) shall preclude Executive from holding less than one percent of the
outstanding capital stock of any corporation required to file periodic
reports with the Securities and Exchange Commission under Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the securities
of which are listed on any securities exchange, quote on the National
Association of Securities Dealers Automated Quotation System or traded in
the over-the-counter market.
(b) Intentionally solicit, endeavor to entice away from the Company,
or otherwise interfere with the relationship of the Company, any person
who is employed by or otherwise engaged to perform services for the
Company (including, but not limited to, any independent sales
representatives or organizations), whether for Executive's own account or
for the account of any other individual, partnership, firm, corporation
or other business organization.
If the scope of the restrictions in this section are determined by a court of
competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (blue-lined) so as to be enforceable to the maximum extent permitted
by law, and Executive hereby consents, to the extent he may lawfully do so, to
the judicial modification of the scope of such restrictions in any proceeding
brought to enforce them.
VI. Miscellaneous
6.1 Amendment. This Agreement may be amended only in writing, signed by
both parties.
6.2 Entire Agreement. This Agreement contains the entire understanding of
the parties with regard to all matters contained herein. There are no other
agreements, conditions or representations, oral or written, expressed or
implied, with regard thereto. This Agreement supersedes all prior agreements
relating to the employment of Executive by the Company.
6.3 Assignment. This Agreement shall be binding upon, and shall inure to
the benefit of parties and their respective successors, assigns, heirs and
personal representatives and any entity with which the Company may merge or
consolidate or to which the Company may sell substantially all of its assets.
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<PAGE> 5
6.4 Notices. Any notice required to be given under this Agreement shall
be in writing and shall be delivered either in person or by certified or
registered mail, return receipt requested. Any notice by mail shall be
addressed as follows:
If to the Company, to:
Famous Dave's of America, Inc.
12700 Industrial Park Boulevard
Suite 60
Plymouth, MN 55441
Attention: President
If to Executive, to:
Stan Herman
_____________________________
_____________________________
or to such other addresses as either party may designate in writing to the
other party from time to time.
6.6 Waiver of Breach. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.
6.7 Severability. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final
determination of a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be deemed
replaced by a provision that is valid, legal and enforceable and that comes
closest to expressing the intention of the parties hereto.
6.8 Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Minnesota, without giving effect to
conflict of law principles.
6.9 Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the breach of this Agreement or the breach of any exhibits
attached to this Agreement shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, and a
judgment upon the award rendered by the arbitrator(s) may be entered
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<PAGE> 6
in any court having jurisdiction. The arbitration award shall be subject to
review only in the manner provided in the Uniform Arbitration Act as adopted in
Chapter 572, Minnesota Statutes, as the Act is amended at the time of
submission of the issue to arbitration. The arbitrator(s) shall have the
authority to award the prevailing party its costs and reasonable attorney's
fees which shall be paid by the non-prevailing party. In the event the parties
hereto agree that it is necessary to litigate any dispute hereunder in a court,
the non-prevailing party shall pay the prevailing party its costs and
reasonable attorney's fees. Notwithstanding anything in this Section 6.9 to
the contrary, Executive shall be entitled to seek specific performance of
Executive's rights to be paid until the date of termination during the pendency
of any dispute or controversy arising under or in connection with this
Agreement or exhibits attached to this Agreement. Further, the Company shall
be entitled to seek an injunction or restraining order in a court of competent
jurisdiction to enforce the provision of Article IV and Article V.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date set forth above.
FAMOUS DAVE'S OF AMERICA, INC.
By /s/ David W. Anderson
------------------------
Its Chief Executive Officer
/s/ Stan Herman
------------------------
STAN HERMAN
6
<PAGE> 7
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made as of January 23, 1997 by
and between FAMOUS DAVE'S OF AMERICA, INC., a Minnesota corporation (the
"Company"), and STAN HERMAN (the "Executive").
W I T N E S S E T H
WHEREAS, the Company and Executive are parties to an Employment Agreement
dated as of December 18, 1996 (the "Employment Agreement"); and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement in view of the hiring of a new President and Chief Operating Officer
of the Company;
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereto agree to amend the Employment Agreement as follows:
Section 1.1 of the Employment Agreement shall be amended to read in its
entirety as follows:
1.1 Employment as Executive Vice President of Strategic Planning and
Marketing. The Company hereby employs Executive as Executive Vice
President of Strategic Planning and Marketing and Executive accepts such
employment pursuant to the terms of this Agreement. Executive shall report
to and take direction from the President and Chief Operating Officer. The
Executive will perform those duties which are usual and customary for a
executive vice president of strategic planning and marketing of a
restaurant enterprise. Executive shall be employed at the Company's
corporate offices. He shall perform his duties in a manner reasonably
expected of a executive vice president of strategic planning and marketing
of a restaurant company.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date set forth above.
FAMOUS DAVE'S OF AMERICA, INC.
By /s/ David W. Anderson
-------------------------
Chairman of the Board
/s/ Stan Herman
-------------------------
STAN HERMAN
<PAGE> 1
EMPLOYMENT AGREEMENT
This Agreement is made as of January 23, 1997 by and between FAMOUS DAVE'S
OF AMERICA, INC., a Minnesota corporation (the "Company"), and DOUGLAS S.
LANHAM (the "Executive").
W I T N E S S E T H
WHEREAS, the Company desires to employ Executive in accordance with the
terms and conditions stated in this Agreement; and
WHEREAS, Executive desires to accept that employment pursuant to the terms
and conditions of this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereto agree as follows:
I. Employment
1.1 Employment as President and Chief Operating Officer. The Company
hereby employs Executive as President and Chief Operating Officer and Executive
accepts such employment pursuant to the terms of this Agreement. Executive
shall report to and take direction from the Chairman of the Board of Directors
(the "Board") and the Board. All other employees of the Company will report,
directly or indirectly, to Executive. Executive will perform those duties
which are usual and customary for a President and Chief Operating Officer of a
restaurant enterprise. Executive shall be employed at the Company's corporate
offices. He shall perform his duties in a manner reasonably expected of a
President and Chief Operating Officer of a restaurant company.
1.2 Term. Employment shall be for a term commencing January 23, 1997 and
continuing until the earlier of (i) January 31, 2001 or (ii) the date
Executive's employment terminates pursuant to Article III hereof.
II. Compensation, Benefits and Perquisites
2.1 Base Salary. During the term and effectiveness of this Agreement, the
Company shall pay Executive an annualized base salary ("Base Salary") at the
annual rate of $225,000. The Base Salary shall be payable in equal
installments in the time and manner that other employees of the Company are
compensated. The Board will review the Base Salary at least annually and may,
in its sole discretion, increase it to reflect performance, appropriate
industry guideline data or other factors. The Base Salary will be adjusted at
least annually to reflect, at a minimum, any increase in the consumer price
index for the preceding calendar year.
<PAGE> 2
2.2 Bonus. Executive will receive an annual bonus ("Bonus") in an amount
of up to 40% of his Base Salary, to be determined and paid at the discretion of
the Board at the end of each year of service based upon Executive's
satisfaction of certain criteria mutually agreed upon by Executive and the
Board, except that for the first year only of this Agreement Executive shall
receive a bonus of at least 20% of his Base Salary. The Board and Executive
will review and, if mutually agreed, revise the criteria for the Bonus at least
annually.
2.3 Vacation. Executive shall be entitled to three weeks' paid vacation,
or such greater amount of time as determined by the Board.
2.4 Employee Benefits. Until the Company adopts a benefit plan, Executive
shall be entitled to the usual and customary benefits and perquisites which the
Company generally provides to its other executives under its applicable plans
and policies (including, without limitation, group health, group dental and
group life coverage). Once the Company adopts a benefit plan, Executive shall
be entitled to the benefits which the Company provides to its other executives
under such plan. Executive shall pay any contributions which are generally
required of executives to receive any such benefits.
2.5 Moving Expenses. Executive shall receive reasonable relocation
expenses relating to his relocation to Minnesota, conditioned upon Executive's
submitting at least two written bids from different moving companies to the
Board for its approval.
2.6 Travel and Living Expenses. The Company will pay for or reimburse
Executive for the reasonable cost of round-trip air travel once monthly between
Minneapolis and Tampa. The Company will also pay for or reimburse Executive
for the reasonable cost of housing in the Twin Cities area through May 31, 1997
pending Executive's relocation to a permanent residence and for the reasonable
cost of leasing an automobile up to March 1, 1997.
III. Termination of Executive's Employment
3.1 Termination of Employment.
(a) Executive's employment under this Agreement may be terminated by
Executive at any time for any reason. This Agreement shall terminate in its
entirety immediately upon the death of Executive.
(b) Executive's employment under this Agreement may be terminated
by the Company at any time for any reason; provided, however, that if (i)
Executive's employment is terminated by the Company during the term of this
Agreement for a reason or disability other than for "Cause" as defined in
Section 3.2, or (ii) Executive resigns for "Good Reason"as defined in Section
3.2, Executive shall continue to receive his Base Salary under Section 2.1 for
a period of one year from the date of termination, and provided further, that
if Executive terminates his employment hereunder between six and 12 months
following the date of this Agreement for any reason,
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<PAGE> 3
Executive shall continue to receive his Base Salary under Section 2.1 for the
remainder of the calendar year (but in no event for less than three months) and
also moving expenses in an amount equal to that previously paid to Executive
pursuant to Section 2.5.
(c) Any termination shall be effective as of the date specified by the
party initiating the termination in a written notice delivered to the other
party, which date shall not be earlier than the date such notice is delivered
to the other party. Except as expressly provided to the contrary in this
section or applicable law, Executive's rights to pay and benefits shall cease
on the date his employment under this Agreement terminates.
3.2 Definitions. For purposes of this Article III,
(a) "Cause" shall mean only the following: (i) commission of a felony;
(ii) theft or embezzlement of Company property or commission of similar acts
involving moral turpitude; or (iii) the failure by Executive to substantially
perform his material duties under this Agreement (excluding nonperformance
resulting from Executive's disability) which failure is not cured within 30
days after written notice from the Chairman of the Board specifying the act of
nonperformance or within such longer period (but no longer than 90 days in any
event) as is reasonably required to cure such nonperformance. Notwithstanding
the foregoing, Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to Executive a copy of a
resolution duly adopted by the affirmative vote of the Board at a meeting of
the Board called and held for this specific purpose.
(b) "Good Reason" shall mean only the following: (i) Executive has been
demoted; or (ii) Executive has incurred a substantial reduction in his
authority or responsibility.
3.3 Disability. If Executive has become disabled such that he cannot
perform the essential functions of his job with or without reasonable
accommodation, and the disability has continued for a period of more than 90
days, the Board may, in its discretion, terminate his employment under this
Agreement. Upon any such termination for disability, Executive shall be
entitled to such disability, medical, life insurance, and other benefits as may
be provided generally for disabled employees of the Company during the period
he remains disabled.
3.4 Notice. Executive must provide the Company with at least 30 days'
written notice if Executive desires to terminate his employment under this
Agreement.
IV. Confidentiality
4.1 Prohibitions Against Use. Both parties to this Agreement acknowledge
and agree that during the term of this Agreement they may have access to
various trade secrets and confidential business information ("Confidential
Information") of each other. Each party agrees that it shall use such
Confidential Information solely in connection with his obligations under this
Agreement and shall maintain in strictest confidence and shall not disclose any
such Confidential Information,
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<PAGE> 4
directly or indirectly or use such information in any other way during the term
of this Agreement or for a period of one (1) year after the termination of this
Agreement. The parties further agree to take all reasonable steps necessary to
preserve and protect the Confidential Information. The provisions of this
Section shall be equally applicable to each parties' officers, directors,
agents or employees. The provisions of this Section shall not apply to
information which (i) was in possession of a party prior to receipt from the
other party, or (ii) is or becomes generally available to the public other than
as a result of a disclosure by a party, its directors, officers, employees,
agents or advisors, or (iii) becomes available to a party from a third party
having the right to make such disclosure.
4.2 Remedies. Executive acknowledges that the Company's remedy at law for
any breach or threatened breach by Executive of Section 4.1 will be inadequate.
Therefore, the Company shall be entitled to injunctive and other equitable
relief restraining Executive from violating those requirements, in addition to
any other remedies that may be available to the Company under this Agreement or
applicable law.
V. Non-Competition
5.1 Agreement Not to Compete. Executive agrees that, on or before the
date which is two (2) years after the date Executive's employment under this
Agreement terminates, he will not, unless he receives the prior approval of the
Board, directly or indirectly engage in any of the following actions:
(a) Own an interest in (except as provided below), manage, operate,
join, control, lend money or render financial or other assistance to, or
participate in or be connected with, as an officer, employee, partner,
stockholder, consultant or otherwise, any entity whose primary business is the
retail sale of barbequed food. However, nothing in this subsection (a) shall
preclude Executive from holding (i) less than one percent of the outstanding
capital stock of any corporation required to file periodic reports with the
Securities and Exchange Commission under Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the securities of which are listed on any
securities exchange, quote on the National Association of Securities Dealers
Automated Quotation System or traded in the over-the-counter market or (ii)
Executive's existing interests in Casa Roja, Inc. (d/b/a Rudy's), a barbequed
food restaurant in Albuquerque, New Mexico.
(b) Intentionally solicit, endeavor to entice away from the Company, or
otherwise interfere with the relationship of the Company, any person who is
employed by or otherwise engaged to perform services for the Company
(including, but not limited to, any independent sales representatives or
organizations), whether for Executive's own account or for the account of any
other individual, partnership, firm, corporation or other business
organization.
If the scope of the restrictions in this section are determined by a court of
competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (blue-lined) so as to be enforceable to the maximum extent permitted
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<PAGE> 5
by law, and Executive hereby consents, to the extent he may lawfully do so, to
the judicial modification of the scope of such restrictions in any proceeding
brought to enforce them.
5.2 Remedies. Executive acknowledges that the Company's remedy at law for
any breach or threatened breach by Executive of Section 5.1 will be inadequate.
Therefore, the Company shall be entitled to injunctive and other equitable
relief restraining Executive from violating those requirements, in addition to
any other remedies that may be available to the Company under this Agreement or
applicable law.
VI. Grant of Options
6.1 Grant of Options Upon Redemption of Warrants. Provided that Executive
is then still employed by the Company, upon a redemption by the Company of its
currently outstanding Redeemable Class A Warrants, which redemption, taken
together with any previous exercise of Warrants by holders thereof, results in
the issuance and sale by the Company of at least 1,983,750 shares of common
stock underlying such Warrants, Executive shall receive an additional grant of
options, dated effective as of such redemption date, to purchase 50,000 shares
of common stock of the Company in the form attached hereto as Exhibit A, which
options shall vest on January 23, 2005.
VII. Miscellaneous
7.1 Amendment. This Agreement may be amended only in writing, signed by
both parties.
7.2 Entire Agreement. This Agreement contains the entire understanding of
the parties with regard to all matters contained herein. There are no other
agreements, conditions or representations, oral or written, expressed or
implied, with regard thereto. This Agreement supersedes any prior agreements
relating to the employment of Executive by the Company.
7.3 Assignment. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties and their respective successors, assigns, heirs and
personal representatives and any entity with which the Company may merge or
consolidate or to which the Company may sell substantially all of its assets.
5
<PAGE> 6
7.4 Notices. Any notice required to be given under this Agreement shall
be in writing and shall be delivered either in person or by certified or
registered mail, return receipt requested. Any notice by mail shall be
addressed as follows:
If to the Company, to:
Famous Dave's of America, Inc.
12700 Industrial Park Boulevard, Suite 60
Plymouth, MN 55441
Attention: Chairman of the Board
If to Executive, to:
Douglas S. Lanham
12700 Industrial Park Boulevard, Suite 60
Plymouth, MN 55441
or to such other addresses as either party may designate in writing to the
other party from time to time.
7.5 Waiver of Breach. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.
7.6 Severability. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final
determination of a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be deemed
replaced by a provision that is valid, legal and enforceable and that comes
closest to expressing the intention of the parties hereto.
7.7 Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Minnesota, without giving effect to
conflict of law principles.
7.8 Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the breach of this Agreement shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and a judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction. The arbitration award shall be
subject to review only in the manner provided in the Uniform Arbitration Act as
adopted in Chapter 572, Minnesota Statutes, as the Act is amended at the time
of submission of the issue to arbitration. The arbitrator(s) shall have the
authority to award the prevailing party its costs and reasonable attorney's
fees which shall be paid by the non-prevailing party. In the event the parties
hereto agree
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<PAGE> 7
that it is necessary to litigate any dispute hereunder in a court, the
non-prevailing party shall pay the prevailing party its costs and reasonable
attorney's fees.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date set forth above.
FAMOUS DAVE'S OF AMERICA, INC.
By /s/ David W. Anderson
----------------------------
Chairman of the Board
/s/ Douglas S. Lanham
---------------------------
DOUGLAS S. LANHAM
7
<PAGE> 8
EXHIBIT A
OPTION AGREEMENT
OPTION AGREEMENT made effective as of this ______ day of ____________,
_____, between FAMOUS DAVE'S OF AMERICA, INC. (the "Company"), and DOUGLAS S.
LANHAM ("Employee").
BACKGROUND
A. Employee has either been hired to serve as an employee of the Company
or the Company desires to induce Employee to continue to serve the Company as
an employee.
B. The Company has adopted the 1995 Stock Option and Compensation Plan
(the "Plan") pursuant to which shares of Common Stock have been reserved for
issuance under the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company hereby irrevocably grants from the Plan
to Employee the right and option, hereinafter called the Option, to purchase
all or any part of an aggregate of Fifty Thousand (50,000) shares of the common
stock, $.01 par value, of the Company (the "Shares") subject to the terms and
conditions herein set forth.
2. Purchase Price. The purchase price of the shares of Common Stock
covered by the Option shall be the closing bid price of the shares on the date
the Option is granted.
3. Exercise and Vesting of Option. The Option shall be exercisable only
to the extent that all, or any portion thereof, has vested in the Employee.
The Option shall vest on the vesting dates set forth below (hereinafter
referred to singularly as a "Vesting Date" and collectively as "Vesting Dates")
until the Option is fully vested, as set forth in the following schedule:
Total Shares Subject
to Vested Option Vesting Date
-------------------- ----------------
50,000 January 23, 2005
In the event that the Employee ceases to be employed by the Company, for
any reason or no reason, with or without cause, prior to any Vesting Date, that
part of the Option scheduled to vest on such Vesting Date, and all parts of the
Option scheduled to vest in the future, shall not vest and all of Employee's
rights to and under such non-vested parts of the Option shall terminate.
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<PAGE> 9
4. Term of Option. To the extent vested, and except as otherwise provided
in this Agreement, the Option shall be exercisable for 10 years from the date
of this Agreement; provided, however, that in the event that Employee ceases to
be employed by the Company, for any reason or no reason, with or without cause,
Employee or his or her legal representative shall have 90 days from the date of
such termination of his or her position as an employee to exercise any part of
the Option vested pursuant to Section 3 of this Agreement. Upon the expiration
of such 90-day period, or, if earlier, upon the expiration date of the Option
as set forth above, the Option shall terminate and become null and void.
5. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, the Option may be exercised by written notice to the Company.
Such notice shall state the election to exercise the Option and the number of
Shares in respect of which it is being exercised, and shall be signed by the
person or persons so exercising the Option. Such notice shall either: (a) be
accompanied by payment of the full purchase price of such Shares, in which
event the Company shall deliver a certificate or certificates representing such
Shares as soon as practicable after the notice shall be received; or (b) fix a
date not less than five nor more than 10 business days from the date such
notice shall be received by the Company for the payment of the full purchase
price of such Shares against delivery of a certificate or certificates
representing such Shares. Payment of such purchase price may take the form of
cash, shares of stock of the Company, the total market value of which equals
the total purchase price, or any combination of cash and shares of the Company,
the total market value of which equals the total purchase price. Any such
notice shall be deemed given when received by the Company at its principal
place of business. All Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and non-assessable.
6. Rights of Option Holder. Employee, as holder of the Option, shall not
have any of the rights of a shareholder with respect to the Shares covered by
the Option except to the extent that one or more certificates for such Shares
shall be delivered to him upon the due exercise of all or any part of the
Option.
7. Non-Transferability. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of Employee, only by Employee. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as provided above), pledged, or
hypothecated in any way, shall not be assignable by operation of law, and shall
not be subject to execution, attachment, or similar process. Any attempted
assignment, transfer, pledge, hypothecation, or other disposition of the Option
contrary to the provisions hereof, and the levy of any execution, attachment,
or similar process upon the Option shall be null and void and without effect.
8. General. The Option is granted pursuant to the Company's 1995 Stock
Option and Compensation Plan and is governed by the terms thereof, which are
incorporated herein by reference. The Company shall at all times during the
term of the Option reserve and keep
9
<PAGE> 10
available such number of Shares as will be sufficient to satisfy the
requirements of this Option Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
Option exercise price per share: $________
FAMOUS DAVE'S OF AMERICA, INC.
By________________________________
Its____________________________
___________________________________
DOUGLAS S. LANHAM, Employee
10
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
1. Lake & Hennepin BBQ and Blues, Inc., a Minnesota corporation
2. D&D of Minnesota, Inc., a Minnesota corporation
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K into the Company's
previously filed Registration Statement File No. 333-16299.
Lund Koehler Cox & Company, PLLP
LUND KOEHLER COX & COMPANY, PLLP
Minneapolis, Minnesota
March 28, 1997
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-29-1996
<CASH> 4,906,640
<SECURITIES> 9,417,188
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<BONDS> 741,797
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<COMMON> 19,646,528
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