##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 28, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-21625
 
 FAMOUS DAVES of AMERICA, INC.
  Minnesota
(State or other jurisdiction of 
incorporation or organization)
    
    41-1782300
(I.R.S. Employer
Identification No.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  (952) 294-1300
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1 Consolidated Financial StatementsConsolidated Balance Sheets As of June 28, 2009 and December 28, 2008
    
    
    3Consolidated Statements of Operations For the three and six months ended June 28, 2009 and June 29, 2008
    
    
    4Consolidated Statements of Cash Flows For the six months ended June 28, 2009 and June 29, 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4 Controls and Procedures
    
    
    28PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    29Item 4 Submission of Matters to a Vote of Security Holders
    
    
    29Item 6 Exhibits
    
    
    30SIGNATURESCERTIFICATIONSEX-31.1EX-31.2EX-32.1




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FAMOUS
DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
JUNE 28, 2009 AND DECEMBER 28, 2008  (in thousands, except share and per share data)
 June 28,2009
    
    
    December 28,(Unaudited)
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,936
    
    
    $
    1,687Restricted cash
    
    
    716
    
    
    
    1,170Accounts receivable, net
    
    
    4,523
    
    
    
    4,702Inventories
    
    
    2,356
    
    
    
    2,281Deferred tax asset
    
    
    1,708
    
    
    
    1,708Prepaid expenses and other current assets
    
    
    1,012
    
    
    
    1,689Current portion of notes receivable
    
    
    52
    
    
    
    54Total current assets
    
    
    12,303
    
    
    
    13,291Property, equipment and leasehold improvements, net
    
    
    55,908
    
    
    
    58,129Other assets:Notes receivable, less current portion
    
    
    230
    
    
    
    170Deferred tax asset
    
    
    989
    
    
    
    989Other assets
    
    
    682
    
    
    
    822$
    70,112
    
    
    $
    73,401LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    14,500
    
    
    $
    18,000Current portion of long-term debt and financing
lease obligation
    
    
    312
    
    
    
    441Accounts payable
    
    
    4,591
    
    
    
    5,208Accrued compensation and benefits
    
    
    2,723
    
    
    
    2,279Other current liabilities
    
    
    4,735
    
    
    
    4,132Total current liabilities
    
    
    26,861
    
    
    
    30,060Long-term liabilities:Long-term debt, less current portion
    
    
    3,680
    
    
    
    6,600Financing lease obligation, less current portion
    
    
    4,573
    
    
    
    4,652Other liabilities
    
    
    4,737
    
    
    
    5,905Total liabilities
    
    
    39,851
    
    
    
    47,217Shareholders equity:Common stock, $.01 par value, 100,000,000
shares authorized 9,195,000 and 9,079,000
shares issued and outstanding at June 28, 2009
and December 28, 2008, respectively
    
    
    92
    
    
    
    91Additional paid-in capital
    
    
    16,816
    
    
    
    16,428Retained earnings
    
    
    13,353
    
    
    
    9,665Total shareholders equity
    
    
    30,261
    
    
    
    26,184$
    70,112
    
    
    $
    73,401
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##### Table of Contents



FAMOUS
DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
JUNE 28, 2009 AND JUNE 29, 2008  (in thousands, except share and per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 28,
    
    
    June 29,
    
    
    June 28,
    
    
    June 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue:Restaurant sales, net
    
    $
    31,546
    
    
    $
    33,565
    
    
    $
    60,837
    
    
    $
    62,812Franchise royalty revenue
    
    
    4,434
    
    
    
    4,661
    
    
    
    8,609
    
    
    
    8,828Franchise fee revenue
    
    
    
    
    
    
    232
    
    
    
    75
    
    
    
    347Licensing and other revenue
    
    
    345
    
    
    
    316
    
    
    
    591
    
    
    
    502Total revenue
    
    
    36,325
    
    
    
    38,774
    
    
    
    70,112
    
    
    
    72,489Costs and expenses:Food and beverage costs
    
    
    9,506
    
    
    
    10,292
    
    
    
    18,284
    
    
    
    19,231Labor and benefits
    
    
    9,372
    
    
    
    9,728
    
    
    
    18,683
    
    
    
    18,910Operating expenses
    
    
    8,182
    
    
    
    9,172
    
    
    
    15,732
    
    
    
    16,665Depreciation and amortization
    
    
    1,269
    
    
    
    1,268
    
    
    
    2,581
    
    
    
    2,729Asset impairment and estimated
lease termination and other closing
costs
    
    
    (433
    )
    
    
    
    
    
    
    (327
    )
    
    
    General and administrative expenses
    
    
    3,975
    
    
    
    4,380
    
    
    
    8,275
    
    
    
    9,033Pre-opening expenses
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    303Net loss on disposal of property
    
    
    6
    
    
    
    12
    
    
    
    6
    
    
    
    6Total costs and expenses
    
    
    31,877
    
    
    
    34,901
    
    
    
    63,234
    
    
    
    66,877Income from operations
    
    
    4,448
    
    
    
    3,873
    
    
    
    6,878
    
    
    
    5,612Other expense:Loss on early extinguishment of debt
    
    
    (449
    )
    
    
    
    
    
    
    (449
    )
    
    
    Interest expense
    
    
    (426
    )
    
    
    (463
    )
    
    
    (900
    )
    
    
    (974
    )Interest income
    
    
    33
    
    
    
    41
    
    
    
    67
    
    
    
    99Other expense, net
    
    
    (18
    )
    
    
    (29
    )
    
    
    (8
    )
    
    
    (30
    )Total other expense
    
    
    (860
    )
    
    
    (451
    )
    
    
    (1,290
    )
    
    
    (905
    )Income before income taxes
    
    
    3,588
    
    
    
    3,422
    
    
    
    5,588
    
    
    
    4,707Income tax expense
    
    
    (1,220
    )
    
    
    (1,150
    )
    
    
    (1,900
    )
    
    
    (1,600
    )Net income
    
    $
    2,368
    
    
    $
    2,272
    
    
    $
    3,688
    
    
    $
    3,107Basic net income per common share
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.41
    
    
    $
    0.32Diluted net income per common share
    
    $
    0.26
    
    
    $
    0.23
    
    
    $
    0.40
    
    
    $
    0.32Weighted average common shares
outstanding  basic
    
    
    9,105,000
    
    
    
    9,633,000
    
    
    
    9,094,000
    
    
    
    9,622,000Weighted average common shares
outstanding  diluted
    
    
    9,212,000
    
    
    
    9,795,000
    
    
    
    9,149,000
    
    
    
    9,784,000
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FAMOUS
DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
JUNE 28, 2009 AND JUNE 29, 2008  (Unaudited)
 Six Months EndedJune 28,
    
    
    June 29,(in thousands)
    
    2009
    
    
    2008Cash flows from operating activitiesNet income
    
    $
    3,688
    
    
    $
    3,107Adjustments to reconcile net income to cash flows provided
by operating activities:Depreciation and amortization
    
    
    2,581
    
    
    
    2,729Asset impairment and estimated lease termination and other
closing costs
    
    
    (327
    )
    
    
    Amortization of deferred financing costs
    
    
    30
    
    
    
    (4
    )Loss on early extinguishment of debt
    
    
    99
    
    
    
    Inventory reserve
    
    
    25
    
    
    
    Net loss on disposal of property
    
    
    6
    
    
    
    6Deferred income taxes
    
    
    
    
    
    
    709Deferred rent
    
    
    147
    
    
    
    258Stock-based compensation
    
    
    375
    
    
    
    597Changes in operating assets and liabilities:Restricted cash
    
    
    454
    
    
    
    889Accounts receivable, net
    
    
    94
    
    
    
    10Inventories
    
    
    (88
    )
    
    
    (109
    )Prepaid expenses and other current assets
    
    
    674
    
    
    
    377Deposits
    
    
    55
    
    
    
    (15
    )Accounts payable
    
    
    (879
    )
    
    
    (531
    )Accrued compensation and benefits
    
    
    416
    
    
    
    (738
    )Other current liabilities
    
    
    (42
    )
    
    
    (534
    )Long-term deferred compensation
    
    
    14
    
    
    
    (27
    )Cash flows provided by operating activities
    
    
    7,322
    
    
    
    6,724Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (466
    )
    
    
    (4,418
    )Payments received on notes receivable
    
    
    24
    
    
    
    47Cash flows used for investing activities
    
    
    (442
    )
    
    
    (4,371
    )Cash flows from financing activities:Proceeds from draws on line of credit
    
    
    5,000
    
    
    
    9,500Payments on line of credit
    
    
    (8,500
    )
    
    
    (12,000
    )Payments for debt issuance costs
    
    
    (45
    )
    
    
    (34
    )Payments on long-term debt and financing lease obligations
    
    
    (3,128
    )
    
    
    (186
    )Proceeds from exercise of stock options
    
    
    37
    
    
    
    Tax benefit for equity awards issued
    
    
    5
    
    
    
    Repurchase of common stock
    
    
    
    
    
    
    (156
    )Cash flows used for financing activities
    
    
    (6,631
    )
    
    
    (2,876
    )Increase (decrease) in cash and cash equivalents
    
    
    249
    
    
    
    (523
    )Cash and cash equivalents, beginning of period
    
    
    1,687
    
    
    
    1,538Cash and cash equivalents, end of period
    
    $
    1,936
    
    
    $
    1,015
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FAMOUS
DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1)
    
    Basis of Presentation
    Reclassifications
 (2)
    
    Net Income Per Common Share
   Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 28,
    
    
    June 29,
    
    
    June 28,
    
    
    June 29,(in thousands, except per-share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net income per common share  basic:Net income
    
    $
    2,368
    
    
    $
    2,272
    
    
    $
    3,688
    
    
    $
    3,107Weighted average shares outstanding
    
    
    9,105
    
    
    
    9,633
    
    
    
    9,094
    
    
    
    9,622Net income per common share  basic
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.41
    
    
    $
    0.32Net income per common share  diluted:Net income
    
    $
    2,368
    
    
    $
    2,272
    
    
    $
    3,688
    
    
    $
    3,107Weighted average shares outstanding
    
    
    9,105
    
    
    
    9,633
    
    
    
    9,094
    
    
    
    9,622Dilutive impact of common stock equivalents outstanding
    
    
    107
    
    
    
    162
    
    
    
    55
    
    
    
    162Adjusted weighted average shares outstanding
    
    
    9,212
    
    
    
    9,795
    
    
    
    9,149
    
    
    
    9,784Net income per common share  diluted
    
    $
    0.26
    
    
    $
    0.23
    
    
    $
    0.40
    
    
    $
    0.32
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (3)
    
    Allowance for Doubtful Accounts
  (4)
    
    Public Relations and Marketing Development Fund and Restricted Cash
  (5)
    
    Credit Facility
   - 7 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5)
    
    Credit Facility (continued)
    (6)
    
    Payoff of Notes Payable
  (7)
    
    Other Liabilities
  June 28,
    
    December 28,(in thousands)
    
    2009
    
    2008Deferred rent
    
    $
    4,274
    
    
    $
    4,126Lease termination costs, less current portion
    
    
    445
    
    
    
    1,775Other liabilities
    
    
    18
    
    
    
    4$
    4,737
    
    
    $
    5,905
 - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8)
    
    Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
 Stock-based Compensation
  Three Months Ended
    
    
    Six Months EndedJune 28,
    
    
    June 29,
    
    
    June 28,
    
    
    June 29,(in thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Performance Share Programs:Fiscal 2006  2008
    
    $
    
    
    
    $
    19
    
    
    $
    
    
    
    $
    55Fiscal 2007  2009
    
    
    8
    
    
    
    87
    
    
    
    16
    
    
    
    174Fiscal 2008  2010 (1)
    
    
    27
    
    
    
    86
    
    
    
    55
    
    
    
    138Fiscal 2009  2011
    
    
    64
    
    
    
    
    
    
    
    128
    
    
    
    Performance Shares
    
    $
    99
    
    
    
    192
    
    
    $
    199
    
    
    $
    367Director Shares
    
    
    84
    
    
    
    66
    
    
    
    84
    
    
    
    133Stock Options
    
    
    20
    
    
    
    23
    
    
    
    24
    
    
    
    62Restricted Stock Units (1) (2)
    
    
    34
    
    
    
    36
    
    
    
    68
    
    
    
    35$
    237
    
    
    $
    317
    
    
    $
    375
    
    
    $
    597
 
 (1)
    
    Our former Chief Executive Officer ceased employment on September 11, 2008
at which time we reversed all previous stock-based compensation expenses associated with
restricted stock unit previously granted to him.(2)
    
    On September 11, 2008, we appointed a new Chief Executive Officer and
in conjunction with such appointment, we granted our new Chief Executive Officer a 50,000
share restricted stock unit. In addition, on the same date, we granted a 25,000 shares
restricted stock unit to our Chief Financial Officer.  - 9 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8)
    
    Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
  Stock Options
 Number of
    
    
    Weighted Average(number of options in thousands)
    
    Options
    
    
    Exercise PriceOutstanding at December 28, 2008
    
    
    389
    
    
    $
    5.59Exercised
    
    
    (1
    )
    
    
    2.38Canceled or expired
    
    
    (9
    )
    
    
    5.83Outstanding at March 29, 2009
    
    
    379
    
    
    $
    5.59Exercised
    
    
    (8
    )
    
    
    4.98Canceled or expired
    
    
    (8
    )
    
    
    6.50Outstanding at June 28, 2009
    
    
    363
    
    
    $
    5.59Options Exercisable at June 28, 2009
    
    
    363
    
    
    $
    5.59
 Performance Shares
     - 10 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8)
    
    Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
  Target No. ofTarget No. of
    
    Performance SharesPerformance
    
    Performance Shares
    
    (Outstanding at
    
    Maximum No. ofAward Date
    
    Share Program
    
    (Originally Granted)(1)
    
    June 28, 2009)(1)(2)
    
    Performance Shares(2)02/21/2007
    
    2007  2009
    
    96,100
    
    31,800
    
    63,600(3)12/31/2007
    
    2008  2010
    
    78,800
    
    30,400
    
    60,800(3)12/29/2008
    
    2009  2011
    
    280,300(5)
    
    279,300
    
    279,300(4)
 
 (1)
    
    Assumes achievement of 100% of the applicable Cumulative EPS Goal.(2)
    
    Net of forfeitures due to employee departures.(3)
    
    Assumes achievement of 150% of the applicable Cumulative EPS Goal and corresponding payout of 200% of the Target number
of Performance Shares.(4)
    
    The maximum pay out on this plan is 100% of the Target number of Performance Shares.(5)
    
    The aggregate Target Number of Performance Shares awarded under this program increased significantly over prior years as a result of one-time
grants related to the hiring of several new executives in late 2008 and early 2009, and a significantly lower stock price at the grant date.  Restricted Stock Units
   - 11 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8)
    
    Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
  Common Share Repurchases
  Board of Directors Compensation
   Employee Stock Purchase Plan
   - 12 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (9)
    
    Retirement Savings Plans
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
     - 13 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (10)
    
    Asset Impairment and Estimated Lease Termination and Other Closing Costs
 Accounting for Costs Associated with Exit or Disposal Activities,
    Additions
    
    
    DeductionsCredits to CostsBalance at
    
    
    Charged to
    
    
    and Expenses
    
    
    Balance atBeginning of
    
    
    Costs and
    
    
    and Other
    
    
    End of(in thousands)
    
    Period
    
    
    Expenses
    
    
    Accounts
    
    
    PeriodReserve for lease termination costs
    
    
    $2,097
    
    
    
    $1
    
    
    
    $(1,516)
    
    
    
    $582
 - 14 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (11)
    
    Supplemental Cash Flow Information
 Six Months EndedJune 28,
    
    June 29,(in thousands)
    
    2009
    
    2008Cash paid for interest
    
    $
    892
    
    
    $
    888Cash paid for taxes
    
    $
    246
    
    
    $
    304Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    75
    
    
    $
    1,189Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    28
    
    
    $
    177Issuance of common stock to independent board members
    
    $
    322
    
    
    $
    266
 (12)
    
    Recently Issued Accounting Pronouncements
 Subsequent Events
 The and the Hierarchy of Generally Accepted Accounting Principlesa replacement of FASB Statement No.
162
 - 15 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (13)
    
    Subsequent Events
    - 16 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
  Fiscal Year
 st
 Revenue
  Costs and Expenses
  - 17 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 General and Administrative Expenses
   Three Months
    
    Six MonthsEnded
    
    EndedJune 28,
    
    June 29,
    
    June 28,
    
    June 29,2009
    
    2008
    
    2009
    
    2008Food and beverage costs (1)
    
    
    30.1
    %
    
    
    30.7
    %
    
    
    30.1
    %
    
    
    30.6
    %Labor and benefits (1)
    
    
    29.7
    %
    
    
    29.0
    %
    
    
    30.7
    %
    
    
    30.1
    %Operating expenses (1)
    
    
    25.9
    %
    
    
    27.3
    %
    
    
    25.9
    %
    
    
    26.5
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.6
    %
    
    
    3.4
    %
    
    
    3.8
    %
    
    
    4.0
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.4
    %
    
    
    0.3
    %General and administrative expenses (2)
    
    
    10.9
    %
    
    
    11.3
    %
    
    
    11.8
    %
    
    
    12.5
    %Pre-opening expenses and net loss on disposal
of property(1)
    
    
    
    
    
    
    0.1
    %
    
    
    
    
    
    
    0.5
    %Asset impairment and estimated lease termination
and other closing costs (1)
    
    
    (1.4
    %)
    
    
    
    
    
    
    (0.5
    %)
    
    
    Total costs and expenses (2)
    
    
    87.8
    %
    
    
    90.0
    %
    
    
    90.2
    %
    
    
    92.3
    %Income from operations (2)
    
    
    12.2
    %
    
    
    10.0
    %
    
    
    9.8
    %
    
    
    7.7
    %
 
 (1)
    
    As a percentage of restaurant sales, net(2)
    
    As a percentage of total revenue(3)
    
    Data regarding our restaurant operations as presented in the table, includes sales,
costs and expenses associated with our Rib Team, which netted a loss of $13,000 and a loss of
$18,000 for the three months ended June 28, 2009 and June 29, 2008, respectively. The Rib
Team netted a loss of $28,000 and a loss of $36,000 for the six months ended June 28, 2009 and
June 29, 2008, respectively. Our Rib Team travels around the country introducing people to
our brand of barbeque, building brand awareness.  Total Revenue
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Restaurant Sales, net
  Franchise-Related Revenue
  Licensing and Other Revenue
   Same Store Net Sales
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
    Average Weekly Net Sales and Operating Weeks
  Three Months Ended
    
    Six Months EndedJune 28,
    
    June 29,
    
    June 28,
    
    June 29,2009
    
    2008
    
    2009
    
    2008Average Weekly Net Sales:Company-Owned
    
    $
    52,667
    
    
    $
    57,259
    
    
    $
    50,278
    
    
    $
    53,903Full-Service
    
    $
    54,220
    
    
    $
    59,649
    
    
    $
    52,202
    
    
    $
    56,267Counter-Service
    
    $
    39,930
    
    
    $
    41,725
    
    
    $
    35,929
    
    
    $
    38,629Franchise-Operated
    
    $
    56,441
    
    
    $
    61,339
    
    
    $
    55,567
    
    
    $
    58,537AWS 2005 and Post 2005: (1)Company-Owned
    
    $
    62,359
    
    
    $
    73,117
    
    
    $
    60,694
    
    
    $
    70,658Franchise-Operated
    
    $
    62,179
    
    
    $
    69,101
    
    
    $
    61,528
    
    
    $
    66,268AWS Pre-2005: (1)Company-Owned
    
    $
    49,246
    
    
    $
    53,295
    
    
    $
    46,654
    
    
    $
    49,822Franchise-Operated
    
    $
    48,225
    
    
    $
    52,180
    
    
    $
    47,252
    
    
    $
    49,578
 
 (1)
    
    Provides further delineation of AWS for restaurants opened during the pre-fiscal 2005, and
restaurants opened during the fiscal 2005 and post-fiscal 2005, timeframes. Operating Weeks:Company-Owned
    
    
    598
    
    
    
    585
    
    
    
    1,209
    
    
    
    1,164Franchise-Operated
    
    
    1,656
    
    
    
    1,587
    
    
    
    3,250
    
    
    
    3,126
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Food and Beverage Costs
      - 21 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Labor and Benefits Costs
  Operating Expenses
    Depreciation and Amortization
  Asset Impairment and Estimated Lease Termination and Other Closing Costs
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Pre-opening Expenses
  General and Administrative Expenses
   Performance
    
    Restricted
    
    Board of DirectorsShares
    
    Stock Units
    
    Shares
    
    Stock Options
    
    Total$397
    
    $136
    
    $342
    
    $25
    
    $900
  Loss on Early Extinguishment of Debt
  - 23 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Interest Expense
   Interest Income
  Provision for Income Taxes
  Basic and Diluted Net Income Per Common Share
   - 24 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Financial Condition, Liquidity and Capital Resources
         - 25 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
      Off-Balance Sheet Arrangements
  Contractual Obligations
    - 26 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Critical Accounting Policies
  Forward-Looking Information
    Additional Information on Famous Daves
  - 27 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 http://www.sec.gov.
 www.famousdaves.com.
 www.famousdaves.com
 
 Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Managements Discussion and Analysis of
Financial Condition and Results of Operations  Financial Condition, Liquidity and Capital
Resources.
  
 Item 4.
    
    CONTROLS AND PROCEDURES
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 PART II. OTHER INFORMATION
 
 Item 1.
    
    LEGAL PROCEEDINGS
  
 Item 4.
    
    SUBMISSON OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal 1:
  Affirmative Votes
    
    Authority WithheldF. Lane Cardwell, Jr.
    
    
    6,806,177
    
    
    
    1,412,303K. Jeffrey Dahlberg
    
    
    6,612,850
    
    
    
    1,605,630Lisa A. Kro
    
    
    6,672,225
    
    
    
    1,546,255Christopher ODonnell
    
    
    6,852,977
    
    
    
    1,365,503Richard L. Monfort
    
    
    6,666,350
    
    
    
    1,552,130Dean A. Riesen
    
    
    6,810,408
    
    
    
    1,408,072
 Proposal 2:
  Affirmative Votes
    
    Votes Against
    
    Votes Abstained7,141,638
    
    34,367
    
    1,042,475
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6.
    
    EXHIBITS
 31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)Dated:  August 6, 2009
    By:

/s/ Christopher O DonnellChristopher O DonnellPresident and Chief Executive Officer

Director (Principal Executive Officer)Dated:  August 6, 2009
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)