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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 26, 2004[   ]
    
    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
    
    41-1782300(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 8091 Wallace Road
Eden Prairie, Minnesota 55344 (Address of principal executive offices) (Zip code) Registrants telephone number, including area code (952) 294-1300 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act (the
Act) of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [   ] Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12-b-2 of the Act). Yes [   ] No
[X] The aggregate market value of the Registrants Common Stock held by
non-affiliates on June 27, 2004 (the last business day of the Registrants most
recently completed second quarter), based upon the last sale price of the
Common Stock as reported on the NASDAQ National Market on June 25, 2004, was
$78,768,109. As of November 9, 2004, 11,340,062 shares of the Registrants
Common Stock were outstanding.




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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 September 26, 2004 and December 28, 2003
    
    
    3Consolidated Statements of Operations For the three and nine months ended September 26, 2004 and September 28, 2003
    
    
    4Consolidated Statements of Cash Flows For the nine months ended September 26, 2004 and September 28, 2003
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4 Controls and Procedures
    
    
    16PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    17Item 2 Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
    
    
    17Item 6 Exhibits and Reports on Form 8-K
    
    
    18SIGNATURESCERTIFICATIONSCertification of the CEO Pursuant to Section 302Certification of the CFO Pursuant to Section 302Certification of the CEO and CFO Pursuant to Section 906
  2




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEETS
SEPTEMBER 26, 2004 AND DECEMBER 28, 2003
 ($s in thousands, except per share data)
 September 26,
    
    December 28,2004
    
    2003(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,977
    
    
    $
    9,964Restricted cash (note 3)
    
    
    107
    
    
    
    Accounts receivable, net
    
    
    1,898
    
    
    
    1,661Inventories
    
    
    1,579
    
    
    
    1,599Prepaid expenses and other current assets
    
    
    1,481
    
    
    
    3,126Total current assets
    
    
    14,042
    
    
    
    16,350Property, equipment and leasehold improvements, net
    
    
    45,168
    
    
    
    47,147Other assets:Notes receivable, less current portion
    
    
    2,245
    
    
    
    2,395Deferred tax asset, less current portion
    
    
    6,944
    
    
    
    6,938Other assets
    
    
    870
    
    
    
    937$
    69,269
    
    
    $
    73,767LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    384
    
    
    $
    358Current portion of capital leases
    
    
    104
    
    
    
    388Accounts payable
    
    
    2,571
    
    
    
    2,035Other current liabilities
    
    
    3,844
    
    
    
    4,528Total current liabilities
    
    
    6,903
    
    
    
    7,309Long-term liabilities:Long-term debt, less current portion
    
    
    12,058
    
    
    
    12,349Capital leases, less current portion
    
    
    40
    
    
    
    105Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities, net
    
    
    2,984
    
    
    
    2,632Total liabilities
    
    
    26,485
    
    
    
    26,895Shareholders equity:Common stock, $.01 par value, 100,000,000
shares authorized, 11,340,062 and 12,157,782
shares issued and outstanding
    
    
    113
    
    
    
    122Additional paid-in capital
    
    
    49,820
    
    
    
    56,692Accumulated deficit
    
    
    (7,149
    )
    
    
    (9,942
    )Total shareholders equity
    
    
    42,784
    
    
    
    46,872$
    69,269
    
    
    $
    73,767
 See accompanying notes to consolidated financial statements. 3




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 ($s in
thousands, except share data )  (Unaudited)
 Three Months Ended
    
    Nine Months EndedSeptember 26,
    
    September 28,
    
    September 26,
    
    September 28,2004
    
    2003
    
    2004
    
    2003Revenue:Restaurant sales, net
    
    $
    23,450
    
    
    $
    24,351
    
    
    $
    67,056
    
    
    $
    70,766Franchise royalty revenue
    
    
    1,925
    
    
    
    1,317
    
    
    
    5,264
    
    
    
    3,235Franchise fee revenue
    
    
    380
    
    
    
    256
    
    
    
    1,348
    
    
    
    755Licensing and other revenue
    
    
    212
    
    
    
    46
    
    
    
    350
    
    
    
    162Total revenue
    
    
    25,967
    
    
    
    25,970
    
    
    
    74,018
    
    
    
    74,918Costs and expenses:Food and beverage costs
    
    
    7,282
    
    
    
    7,519
    
    
    
    20,992
    
    
    
    21,407Labor and benefits
    
    
    6,789
    
    
    
    7,251
    
    
    
    19,604
    
    
    
    21,015Operating expenses
    
    
    5,503
    
    
    
    6,233
    
    
    
    16,337
    
    
    
    17,491Depreciation and amortization
    
    
    1,092
    
    
    
    1,195
    
    
    
    3,306
    
    
    
    3,684Asset impairment and
restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,474Pre-opening expenses
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    543General and administrative
    
    
    2,719
    
    
    
    2,487
    
    
    
    7,801
    
    
    
    6,785Total costs and expenses
    
    
    23,385
    
    
    
    24,723
    
    
    
    68,040
    
    
    
    74,399Income from operations
    
    
    2,582
    
    
    
    1,247
    
    
    
    5,978
    
    
    
    519Other income (expense):Interest expense
    
    
    (512
    )
    
    
    (505
    )
    
    
    (1,461
    )
    
    
    (1,368
    )Interest income
    
    
    73
    
    
    
    43
    
    
    
    226
    
    
    
    163Other expense, net
    
    
    (53
    )
    
    
    (2
    )
    
    
    (160
    )
    
    
    (635
    )Equity in loss of
unconsolidated affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,155
    )Total other expense
    
    
    (492
    )
    
    
    (464
    )
    
    
    (1,395
    )
    
    
    (3,995
    )Income (loss) before income taxes
    
    
    2,090
    
    
    
    783
    
    
    
    4,583
    
    
    
    (3,476
    )Income tax (expense) benefit
    
    
    (820
    )
    
    
    (305
    )
    
    
    (1,790
    )
    
    
    1,355Net income (loss)
    
    $
    1,270
    
    
    $
    478
    
    
    $
    2,793
    
    
    $
    (2,121
    )Basic and diluted net income (loss)
per common share
    
    $
    0.11
    
    
    $
    0.04
    
    
    $
    0.23
    
    
    $
    (0.18
    )Weighted average common shares
outstanding  basic
    
    
    11,633,489
    
    
    
    12,100,045
    
    
    
    12,048,947
    
    
    
    11,649,671Weighted average common shares
outstanding - diluted
    
    
    11,956,494
    
    
    
    12,676,035
    
    
    
    12,383,744
    
    
    
    11,649,671
 See accompanying notes to consolidated financial statements. 4




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 ($s in
thousands )  (Unaudited)
 Nine Months EndedSeptember 26,
    
    September 28,2004
    
    2003Cash flows from operating activities:Net income (loss)
    
    $
    2,793
    
    
    $
    (2,121
    )Adjustments to reconcile net income (loss) to cash flows
provided by operations:Depreciation and amortization
    
    
    3,306
    
    
    
    3,680Gain on disposal of property
    
    
    68
    
    
    
    309Asset impairment charges
    
    
    
    
    
    
    3,474Deferred tax asset
    
    
    1,773
    
    
    
    (1,356
    )Deferred rent
    
    
    352
    
    
    
    448Equity in loss of unconsolidated affiliate
    
    
    
    
    
    
    2,155Other non-cash items affecting earnings
    
    
    39
    
    
    
    54Changes in operating assets and liabilities:Restricted cash
    
    
    (107
    )
    
    
    Accounts receivable, net
    
    
    (237
    )
    
    
    (720
    )Inventories
    
    
    20
    
    
    
    (356
    )Prepaid expenses and other current assets
    
    
    (164
    )
    
    
    37Deposits
    
    
    38
    
    
    
    61Accounts payable
    
    
    536
    
    
    
    (1,604
    )Other current liabilities
    
    
    (684
    )
    
    
    (119
    )Cash flows provided by operations
    
    
    7,733
    
    
    
    3,942Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (1,405
    )
    
    
    (4,172
    )Investment and repayments of advances in unconsolidated affiliate
    
    
    
    
    
    
    (2,155
    )Payments received on notes receivable
    
    
    180
    
    
    
    118Cash flows used for investing activities
    
    
    (1,225
    )
    
    
    (6,209
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    
    
    
    
    (9
    )Payments on long-term debt
    
    
    (265
    )
    
    
    (287
    )Payments on capital lease obligations
    
    
    (349
    )
    
    
    (500
    )Proceeds from exercise of stock option and warrants
    
    
    582
    
    
    
    1,948Repurchase of common stock
    
    
    (7,463
    )
    
    
    Cash flows (used for) provided by financing activities
    
    
    (7,495
    )
    
    
    1,152Decrease in cash and cash equivalents
    
    
    (987
    )
    
    
    (1,115
    )Cash and cash equivalents, beginning of period
    
    
    9,964
    
    
    
    9,473Cash and cash equivalents, end of period
    
    $
    8,977
    
    
    $
    8,358Supplemental cash flow information:Interest paid during the period
    
    $
    1,348
    
    
    $
    1,336Income taxes paid during the period
    
    $
    4
    
    
    $
    14
 See accompanying notes to consolidated financial statements. 5




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation We (Famous Daves, Inc. or the Company) operate or franchise
restaurants under the name Famous Daves throughout various regions of the
United States. As of September 26th, 2004, there were 101 restaurants
operating in 24 states, including 38 company-owned restaurants and 63
franchise-operated restaurants, and an additional 186 restaurants were in
various stages of development. We prepared these consolidated financial statements in accordance with
Securities and Exchange Commission (SEC) Rules and Regulations. These
unaudited financial statements represent the consolidated financial statements
of Famous Daves, Inc., and its subsidiaries as of September 26, 2004 and
December 28, 2003 and for the three and nine month periods ended September 26,
2004 and September 28, 2003. The information furnished in these financial
statements includes normal recurring adjustments and reflects all adjustments,
which are, in our opinion, necessary for a fair presentation. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. These consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in our fiscal 2003
Form 10-K as filed with the SEC. The balance sheet as of December 28, 2003 has
been derived from our audited financial statements as of that date. Due to the seasonality of our business, revenue and operating results for
the three and nine month periods ended September 26, 2004 are not necessarily
indicative of the results to be expected for the full year. (2) Net Income (Loss) Per Common Share Basic net income (loss) per common share (EPS) is computed by dividing
the net income (loss) by the weighted average number of common shares
outstanding for the reporting period. Diluted EPS is computed by dividing net
income (loss) by the sum of the weighted average number of shares of common
stock outstanding and all additional common stock equivalents relating to stock
options and warrants when dilutive. Following is a reconciliation of basic and
diluted net income (loss) per common share: Three Months Ended
    
    Nine Months EndedSeptember 26,
    
    September 28,
    
    September 26,
    
    September 28,($s in thousands, except per-share data)
    
    2004
    
    2003
    
    2004
    
    2003Net
income (loss) per share - basic:Net income (loss)
    
    $
    1,270
    
    
    $
    478
    
    
    $
    2,793
    
    
    $
    (2,121
    )Weighted
average shares - outstanding
    
    
    11,633
    
    
    
    12,100
    
    
    
    12,049
    
    
    
    11,650Net income
(loss) per share - basic
    
    $
    0.11
    
    
    $
    0.04
    
    
    $
    0.23
    
    
    $
    (0.18
    )Net income (loss) per share -diluted:Net income (loss)
    
    $
    1,270
    
    
    $
    478
    
    
    $
    2,793
    
    
    $
    (2,121
    )Weighted average shares outstanding
    
    
    11,633
    
    
    
    12,100
    
    
    
    12,049
    
    
    
    11,650Dilutive impact of common stock
equivalents outstanding
    
    
    323
    
    
    
    576
    
    
    
    335
    
    
    
    Adjusted weighted average shares outstanding
    
    
    11,956
    
    
    
    12,676
    
    
    
    12,384
    
    
    
    11,650Net income
(loss) per share - diluted
    
    $
    0.11
    
    
    $
    0.04
    
    
    $
    0.23
    
    
    $
    (0.18
    )
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (2) Net Income (Loss) Per Common Share (continued) Options and warrants to purchase approximately 25,500 and 92,000 shares of
common stock with a weighted average exercise price of $7.88 and $7.24 were
outstanding at September 26, 2004, but were not included in the three and nine
months ended September 26, 2004 computation of diluted net income per common
share because the exercise price exceeded the average market price of the
common shares during the respective periods. Options and warrants to purchase approximately 348,300 and 1,335,500
shares of common stock with a weighted average exercise price of $6.82 and
$4.07 were outstanding at September 28, 2003, but were not included in the
three and nine months ended September 28, 2003 computation of diluted net
income (loss) per common share because they were anti-dilutive. (3) Public Relations and Marketing Development Fund Beginning in fiscal 2004, we established a system-wide public relations
and marketing fund. Company-owned restaurants, in addition to
franchise-operated restaurants whose franchise agreements were signed after
January 1, 2004, are required to contribute a percentage of sales, currently
1.0%, to the fund that will be used for public relations and marketing
development efforts throughout the system. Additionally, certain payments
received from various vendors are deposited into the public relations and
marketing fund. The assets held by this fund are considered restricted.
Accordingly, we reflected the cash related to this fund in restricted cash and
the liability is included in other current liabilities on our consolidated
balance sheet as of September 26, 2004. (4) Stock-Based Compensation We use the intrinsic value method for measuring stock-based compensation
cost which measures compensation cost as the excess, if any, of the quoted
market price of our stock at the date of grant over the amount the employee
must pay for the stock. Our policy is to grant stock options at fair value at
the date of grant. No compensation expense has been recognized for options
issued to employees during the three or nine months ended September 26, 2004 or
September 28, 2003. The following table illustrates the effect on net income
(loss) and net income (loss) per common share if we had applied the fair value
method to stock-based employee compensation. Three Months Ended
    
    Nine Months EndedSeptember 26,
    
    September 28,
    
    September 26,
    
    September 28,($s in thousands, except per-share data)
    
    2004
    
    2003
    
    2004
    
    2003Net income (loss) as reported
    
    $
    1,270
    
    
    $
    478
    
    
    $
    2,793
    
    
    $
    (2,121
    )Less: Compensation expense determined
under the fair value method, net
of tax
    
    
    (199
    )
    
    
    (271
    )
    
    
    (585
    )
    
    
    (757
    )Pro forma net income (loss)
    
    $
    1,077
    
    
    $
    207
    
    
    $
    2,208
    
    
    $
    (2,878
    )Net income (loss) per common share:Basic - as reported
    
    $
    0.11
    
    
    $
    0.04
    
    
    $
    0.23
    
    
    $
    (0.18
    )Basic - pro forma
    
    
    0.09
    
    
    
    0.02
    
    
    
    0.18
    
    
    
    (0.29
    )Diluted - as reported
    
    
    0.11
    
    
    
    0.04
    
    
    
    0.23
    
    
    
    (0.18
    )Diluted - pro forma
    
    
    0.09
    
    
    
    0.02
    
    
    
    0.18
    
    
    
    (0.29
    )
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (5) Compensation Arrangements On February 18, 2004, our board of directors approved an Executive
Elective Deferred Stock Unit Plan (Deferred Stock Unit Plan); in which
executives can elect to defer all or part of their bonus compensation or stock
grant compensation for a specified period of time. The amount of compensation
that is deferred is converted into a number of stock units, as determined by
the share price of our common stock on the date of the election of the
deferral. Accordingly, we will recognize compensation expense throughout the
deferral period to the extent that the share price of our common stock
increases, and will reduce compensation expense throughout the deferral period
to the extent that the share price of our common stock decreases. We granted our President and CEO, David Goronkin, a bonus of $93,750 in
2004 for his performance during fiscal 2003. Mr. Goronkin elected to defer
this bonus, which is subject to forfeiture based on certain fiscal 2004
performance criteria, for a one-year timeframe in accordance with the Deferred
Stock Unit Plan discussed above. Accordingly, we recognized approximately
$19,000 of compensation expense in our consolidated statement of operations for
the first nine months of fiscal 2004 as related to this plan. On February 18, 2004, our board of directors also approved a Performance
Share Program. Under this program, performance share grants will be awarded
under our 1995 Stock Option and Compensation Plan, subject to certain
contingencies. Grants of shares are contingent upon the recipient remaining an
employee during all periods prior to the vesting date, in addition to the
Company achieving the cumulative total of the earnings per share goals for the
three ensuing fiscal years, as determined by the compensation committee of the
board of directors. Awards will be made only if the cumulative total goal for
all three fiscal years is achieved and no partial award shall be made if the
goals are achieved in any one or more fiscal years but not for the cumulative
three year period. No recipient will have any rights as a shareholder based on
the performance share grants unless and until the conditions have been
satisfied and the shares have been issued to the recipient. In accordance with this program, we will recognize as compensation
expense, the value of these stock grants as they are earned in our consolidated
statement of operations throughout the performance period. On February 18, 2004 our board of directors awarded 33,500 performance
share grants to eligible employees for the fiscal 2004 - fiscal 2006 timeframe.
Accordingly, we have recognized approximately $62,000 of compensation expense
in our consolidated statement of operations for the nine months ended September
26, 2004 related to this program. (6) Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (FASB) recently issued an
Exposure Draft of a proposed Statement, Share-Based Payment, an Amendment of
FASB Statements No. 123 and 95. The Exposure Draft would require companies to
recognize compensation cost for share-based awards, including options, granted
to employees and would eliminate the use of accounting for employee options
under APB Opinion No. 25, Accounting for Stock Issued to Employees. The
comment period for this Exposure Draft ended on June 30, 2004 and it is
anticipated that a final Statement will be issued later in fiscal 2004. Due to
the preliminary nature of these potential changes, we have not determined how
the proposed Statement will affect our consolidated financial statements, but
will continue to monitor these developments. (7) Subsequent Event On October 29, 2004, the Company and one of its franchisees were named as
defendants in a lawsuit filed in the Court of Common Pleas, Warren County,
Ohio. The lawsuit relates to, among other things, various alleged defaults by
the franchisee under its Middletown, Ohio lease, for which the landlord is
seeking damages. The lawsuit also alleges the failure of the franchisee to pay
for electrical work done on the leased premises, for which the electrical
contractor has filed a mechanics lien and is seeking damages. The Company is
currently in the process of evaluating these claims. 8




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 Item 2. OVERVIEW Famous Daves of America, Inc. (Famous Daves or our Company) was
incorporated as a Minnesota corporation in March 1994 and opened its first
restaurant in Minneapolis in June 1995. As of
September 26th, 2004, there
were 101 restaurants operating in 24 states, including 38 company-owned
restaurants and 63 franchise-operated restaurants, and an additional 186
restaurants were in various stages of development. Fiscal Year Our fiscal year ends on the Sunday closest to December 31st. Our fiscal
year is generally 52 weeks; however it periodically consists of 53 weeks.
Fiscal 2004, which ends on January 2, 2005, will consist of 53 weeks. Revenue Our revenue consists of restaurant sales, franchise related revenue and
licensing and other revenue. Our franchise related revenue is comprised of
area development fees, initial franchise fees, and continuing royalty payments.
Our area development fee consists of a non-refundable payment equal to $10,000
per unit upon the signing of the area development agreement. Since the fee to
secure the territory is non-refundable, we recognize this fee upon receipt.
Our initial franchise fee is typically $40,000 per restaurant, of which $5,000
is recognized immediately when a franchise agreement is signed and the
remaining $35,000 is recognized upon either the signing of a lease or upon
receipt of a builders permit, and at which time we have substantially
performed all of our services. Franchise royalties are equal to a percentage
of weekly net sales, currently at 5%. Licensing revenue includes royalties from
a retail line of business, including sauces and seasonings. Other revenue
includes the sale of the restaurant décor package and opening assistance and
training we provide to our franchise partners. The Company incurs expenses
associated with other revenue from our franchise partners and is reflected in
general and administrative expenses. Comparable sales represent net sales for
restaurants open year-round for 18 months or more. Costs and Expenses Components of operating expenses include food and beverage costs,
operating payroll and employee benefits, occupancy costs, repair and
maintenance costs, supplies and advertising and promotion. Certain of these
costs are variable and will increase with sales volume. The primary fixed costs
are corporate and restaurant management and occupancy costs. Our experience is
that when a new restaurant opens, it incurs higher than normal levels of labor
and food costs until operations stabilize, usually during the first three
months of operation. As restaurant management and staff gain experience
following the opening, labor scheduling, food cost management and operating
expense control are improved to levels similar to those at our more established
restaurants. General and administrative expenses include all corporate and
administrative functions that provide an infrastructure to support existing
operations and support future growth. Salaries, employee benefits, legal fees,
consulting fees, travel, rent, depreciation, general insurance and marketing
expenses are major items in this category. The Company also incurs expenses
associated with the training of new employees at each new opening, for which
the franchisee is required to reimburse. Since the Company performs a service
that culminates in the earnings process, the revenue associated with the
opening assistance and training is reflected in other revenue. 9




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations A breakdown of our restaurant and total company operating results were as
follows ($s in thousands): Restaurant Operations (1)Three Months Ended
    
    Nine Months EndedSeptember 26,
    
    September 28,
    
    September 26,
    
    September 28,2004
    
    2003
    
    2004
    
    2003Restaurant Sales, net
    
    $
    23,293
    
    
    
    100.0
    %
    
    $
    24,348
    
    
    
    100.0
    %
    
    $
    66,805
    
    
    
    100.0
    %
    
    $
    70,759
    
    
    
    100.0
    %Restaurant Costs and
Expenses:Food and Beverage Costs
    
    
    7,227
    
    
    
    31.0
    
    
    
    7,518
    
    
    
    30.9
    
    
    
    20,895
    
    
    
    31.3
    
    
    
    21,404
    
    
    
    30.3Labor and Benefits
    
    
    6,751
    
    
    
    29.0
    
    
    
    7,251
    
    
    
    29.8
    
    
    
    19,509
    
    
    
    29.2
    
    
    
    21,014
    
    
    
    29.7Operating Expenses
    
    
    5,469
    
    
    
    23.5
    
    
    
    6,228
    
    
    
    25.6
    
    
    
    16,172
    
    
    
    24.2
    
    
    
    17,472
    
    
    
    24.7Depreciation &
Amortization
    
    
    1,002
    
    
    
    4.3
    
    
    
    1,124
    
    
    
    4.6
    
    
    
    3,047
    
    
    
    4.5
    
    
    
    3,480
    
    
    
    4.9Total Costs and
Expenses
    
    
    20,449
    
    
    
    87.8
    
    
    
    22,121
    
    
    
    90.9
    
    
    
    59,623
    
    
    
    89.2
    
    
    
    63,370
    
    
    
    89.6Income from Restaurant
Operations (2)
    
    $
    2,844
    
    
    
    12.2
    %
    
    $
    2,227
    
    
    
    9.1
    %
    
    $
    7,182
    
    
    
    10.8
    %
    
    $
    7,389
    
    
    
    10.4
    %
 Total CompanyThree Months Ended
    
    Nine Months EndedSeptember 26,
    
    September 28,
    
    September 26,
    
    September 28,2004
    
    2003
    
    2004
    
    2003Total Revenue
    
    $
    25,967
    
    
    
    100.0
    %
    
    $
    25,970
    
    
    
    100.0
    %
    
    $
    74,018
    
    
    
    100.0
    %
    
    $
    74,918
    
    
    
    100.0
    %Total Costs and Expenses:Food and Beverage Costs
    
    
    7,282
    
    
    
    28.0
    
    
    
    7,519
    
    
    
    29.0
    
    
    
    20,992
    
    
    
    28.4
    
    
    
    21,407
    
    
    
    28.6Labor and Benefits
    
    
    6,789
    
    
    
    26.1
    
    
    
    7,251
    
    
    
    27.9
    
    
    
    19,604
    
    
    
    26.5
    
    
    
    21,015
    
    
    
    28.1Operating Expenses
    
    
    5,503
    
    
    
    21.2
    
    
    
    6,233
    
    
    
    24.0
    
    
    
    16,337
    
    
    
    22.1
    
    
    
    17,491
    
    
    
    23.3Depreciation &
Amortization
    
    
    1,092
    
    
    
    4.2
    
    
    
    1,195
    
    
    
    4.6
    
    
    
    3,306
    
    
    
    4.4
    
    
    
    3,684
    
    
    
    4.9Pre-opening Expenses
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    543
    
    
    
    0.7General and
Administrative
    
    
    2,719
    
    
    
    10.5
    
    
    
    2,487
    
    
    
    9.6
    
    
    
    7,801
    
    
    
    10.5
    
    
    
    6,785
    
    
    
    9.1Total Costs and
Expenses
    
    
    23,385
    
    
    
    90.0
    
    
    
    24,723
    
    
    
    95.2
    
    
    
    68,040
    
    
    
    91.9
    
    
    
    70,925
    
    
    
    94.7Income from Total
Company Operations (2)
    
    $
    2,582
    
    
    
    10.0
    %
    
    $
    1,247
    
    
    
    4.8
    %
    
    $
    5,978
    
    
    
    8.1
    %
    
    $
    3,993
    
    
    
    5.3
    %
  (1)
    
    Data regarding our restaurant operations as presented in the table above, excludes sales, costs and expenses associated with our Rib Team. The Rib Team is a brand-building
marketing tool consisting of a team that travels around the country competing in rib competitions nation-wide and gives us relevancy in a category defined by independent operators.  (2)
    
    Excludes impairment charges of approximately $3.5 million for the nine months ended September 26, 2004. 10




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations The following discussion and analysis of financial condition and results
of operations should be read in conjunction with the accompanying unaudited
consolidated financial statements and notes, and the audited consolidated
financial statements and notes included in our Form 10-K for the fiscal year
ended December 28, 2003. Total Revenue Total revenue was approximately $26.0 million for the third quarter of
fiscal 2004 and fiscal 2003. For the year-to-date period, total revenue of
approximately $74.0 million for fiscal 2004 decreased approximately $900,000 or
1.2% from revenue of approximately $74.9 million for the comparable
year-to-date period for fiscal 2003. Excluding three restaurants sold, and two
restaurants closed in the prior year fourth quarter, revenues would have
increased 7.0% and 6.6% for the third quarter and nine months, respectively. Restaurant Sales, net Restaurant sales for the third quarter of 2004 were approximately $23.5
million compared to approximately $24.4 million for the same period in 2003,
reflecting a 3.7% decrease. Year-to-date restaurant sales for 2004 were
approximately $67.1 million compared to approximately $70.8 million for the
year-to-date period in fiscal 2003, reflecting a 5.2% decrease. The decrease
for both periods was a result of the closing of two restaurants in Texas and
the sale of three restaurants in Georgia to a franchise partner, both occurring
during the fourth quarter of fiscal 2003. These five restaurants had sales of
approximately $1.7 million and $5.5 million during the third quarter and first
nine months of fiscal year 2003, respectively. Franchise Related Revenue Franchise related revenue consists of royalty revenue and franchise fees,
which include initial franchise fees and area development fees. Franchise
related revenue for the third quarter and first nine months of fiscal 2004
increased 46.5% and 65.7% over the same periods in 2003. The year-over-year
increase primarily reflects higher royalty revenue, primarily the result of 13
franchise-operated restaurants that opened during fiscal 2003 and 10 that
opened during the first nine months of fiscal 2004. Same Store Net Sales It is our policy to include in our same store net sales base, restaurants
that are open year round and have been open at least 18 months. Same store net
sales for company-owned restaurants for the third quarter of fiscal 2004
increased approximately 5.3%, compared to fiscal 2003s third quarter decrease
of approximately 3.5%. Year-to-date, same store net sales for company-owned
restaurants increased approximately 0.2%, compared to fiscal 2003s decrease of
approximately 2.6%. For the third quarter of 2004, there were 36 restaurants
included in the company-owned base and for the third quarter of 2003, there
were 32 restaurants included in the company-owned comparable sales base. Same store net sales for franchise-operated restaurants for the third
quarter of 2004 decreased approximately 1.4%, compared to a decrease of
approximately 4.3% for the third quarter of fiscal 2003. Fiscal 2004 to date
franchise-operated restaurants decreased approximately 2.3%, compared to a
decrease of approximately 6.8% for the comparable period in 2003. For the third
quarter of 2004 and 2003 there were 30 and 23 restaurants, respectively,
included in the franchise-operated comparable sales base. 11




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Average Weekly Net Sales The weighted average weekly net sales for company-owned and
franchise-operated restaurants during the third quarter of fiscal 2004 were
$47,169 and $53,955 respectively, compared to weighted average weekly net sales
of $43,577 and $52,062 for company-owned and franchise-operated restaurants for
the third quarter in the prior year. On a year-to-date basis weighted average weekly net sales for
company-owned and franchise-operated restaurants for fiscal 2004 were $45,068
and $52,400, respectively. In comparison, during the first nine months of
fiscal 2003, weighted average weekly net sales for company-owned and
franchise-operated restaurants were $43,597 and $49,014, respectively. The
computation of weighted average weekly net sales, exclude the rib team and our
seasonal restaurants. Costs and Expenses Unless disclosed, the following discussions of costs are based on the
consolidated results of operations per our consolidated financial statements. Food and Beverage Costs Food and beverage costs for the third quarter of fiscal 2004 were
approximately $7.3 million or 31.1% of net restaurant sales, compared to
approximately $7.5 million or 30.9% of net restaurant sales for the third
quarter of fiscal 2003. Year-to-date, food and beverage costs were
approximately $21.0 million or 31.3% of net restaurant sales compared to
approximately $21.4 million or 30.3% of net restaurant sales for the fiscal
2003 year-to-date period. The increase in food costs is primarily the result
of higher commodity costs, partially offset by the menu price increase
implemented at the beginning of the third quarter. We anticipate a 10%
increase in pork, a 9% increase in chicken and a 7% increase in beef in 2005.
Pork comprises approximately 30% of our total purchases, while chicken and beef
are both approximately 10% of purchases. We expect higher commodities will
continue to push food costs upward for the foreseeable future. We continually try to identify ways to improve our margin mix, such as
through the permanent addition of salmon to our core protein offerings, our
higher margin limited-time offerings, and our adult beverage program
initiative. During the second quarter, we initiated an adult beverage program
consisting of expanded drink offerings, a new wine list and an updated
selection of tap and bottled beers. In addition to new barware and media
support, we have also invested in training resources in support of the program.
All of our company-owned and franchise-operated restaurants were converted to
this program by the end of the third quarter. Currently, our adult-beverage
sales as a percentage of our dine-in sales is approximately 11%. While we
dont intend to become a destination bar, we believe we can move this
percentage to the low to mid-teens over time, and these sales carry on average
500 to 800 basis points more margin then many of our core product offerings. Labor and Benefits Labor and benefits for the quarter ended September 26, 2004 were
approximately $6.8 million or 29.0% of net restaurant sales, compared to
approximately $7.3 million or 29.8% of net restaurant sales for the quarter
ended September 28, 2003. Year-to-date, fiscal 2004 labor and benefits were
approximately $19.6 million or 29.2% of net restaurant sales, compared to
approximately $21.0 million or 29.7% of net restaurant sales for the 2003
year-to-date period. The decrease in labor and benefits in dollars reflects a
significant focus on improving controls at the restaurant level, partially off
set by higher management bonus, a lower level of medical claims experience
compared to the prior year on our self-insured medical policy, and the sale of
three and closing of two, underperforming restaurants in the prior year, fourth
quarter. 12




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Operating Expenses Operating expenses for the third quarter of fiscal 2004, of approximately
$5.5 million or 23.5% of net restaurant sales, compared to operating expenses
of approximately $6.2 million or 25.6% of net restaurant sales for the third
quarter of fiscal 2003. Year-to-date operating expenses for 2004, of
approximately $16.3 million or 24.4% of net restaurant sales, compared to
operating expenses of approximately $17.5 million or 24.7% of net restaurant
sales for the year-to-date period. The decrease in the percentage
year-over-year reflects the identification and recording of marketing invoices
in the third quarter of 2003 that actually belonged in prior quarters, in
addition to the result of leveraging fixed costs on a higher sales base. Depreciation and Amortization Depreciation and amortization for the third quarter of 2004 was
approximately $1.1 million or 4.2% of total revenue, compared to approximately
$1.2 million or 4.6% of total revenue for the third quarter of 2003. In
comparison, during the first nine months of fiscal 2004, depreciation and
amortization was approximately $3.3 million or 4.5% of total revenue, compared
to approximately $3.7 million or 4.9% of total revenue for the 2003 period. The
year to date decrease in depreciation and amortization primarily reflects the
decrease in the number of company-owned restaurants in 2004 compared to 2003.
The Company anticipates increased depreciation due to additional capital
expenditures in the fourth quarter of 2004. Pre-opening Expenses No new company-owned restaurants opened during the nine months ending
September 26, 2004. Pre-opening expenses for the third quarter of 2003 were
approximately $38,000 or 0.1% of total revenue and approximately $543,000 for
the nine month period in 2003. General and Administrative Expenses General and administrative expenses for the third quarter of 2004 were
approximately $2.7 million or 10.5% of total revenue, compared to approximately
$2.5 million or 9.6% of total revenue for the third quarter of 2003. General
and administrative expenses for the first nine months of 2004 were
approximately $7.8 million or 10.5% of total revenue, compared to approximately
$6.8 million or 9.1% of total revenue for the same period in 2003. The increase
in general and administrative expenses reflects an increase in professional
fees in order to comply with requirements relating to Sarbanes-Oxley and the
increase in infrastructure, primarily at the corporate office to support our
growth. The increase also reflects the capitalization of certain general and
administrative costs in the prior year associated with the construction of
several restaurants. Interest Expense Interest expense for the third quarter of 2004 was approximately $512,000
or 2.0% of total revenue, compared to approximately $505,000 or 1.9% of total
revenue for the third quarter of 2003. Interest expense was approximately $1.5
million or 2.0% of total revenue for the first nine months of 2004, compared to
approximately $1.4 million or 1.8% of total revenue for the comparable first
nine months of 2003. The increase in interest expense for the year-to-date
period in dollars and as a percentage of total revenue was primarily the result
of the capitalization of construction interest for company-owned restaurants
under construction in 2003. Interest Income Interest income for the third quarter of 2004 was approximately $73,000 an
increase of $30,000 for the comparable quarter in 2003. Interest income for
2004 was approximately $226,000 on a year to date basis, as compared to
$163,000 in 2003. Interest income is higher during 2004 primarily due to higher
levels of cash and cash equivalent balances, as well as higher interest rates. 13




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Other Expense, net During the third quarter of 2004, we recorded other expense, net, of
approximately $53,000. This compares to other expense, net, of approximately
$2,000 in the third quarter of 2003. Other expense, net for the 2004
year-to-date period of approximately $160,000 compares to other expense, net of
approximately $635,000 for the same period in 2003, which included costs
associated with the development of restaurants that we elected not to open. Income Tax (Expense) Benefit For the third quarter of 2004, we recorded income tax expense of
approximately $820,000, or approximately 39.2% of income before taxes, compared
to an income tax expense of approximately $305,000 or 39.0% recorded during the
third quarter of 2003. In comparison, during the first nine months of fiscal
2004, income tax expense was approximately $1.8 million, 39.1% of income before
taxes, compared to a tax benefit of approximately $1.4 million or 39.0% for the
2003 period. Net Income (Loss)/Diluted Net Income (Loss) Per Common Share Net income for the third quarter of 2004 was approximately $1.3 million or
$0.11 per diluted share, compared to net income of approximately $478,000, or
$0.04 per diluted share for the third quarter of 2003. Net income for the nine
months ended September 26, 2004 was approximately $2.8 million or $0.23 per
diluted share as compared to a net loss of approximately $2.1 million or $0.18
per diluted share for the nine months ended September 26, 2004. The results
for the first nine months of fiscal 2003 included pre-tax charges of
approximately $5.6 million, or $0.29 per diluted share, related to losses in
the Isaac Hayes Blues clubs, costs associated with the divestiture of those
clubs and impairment charges on underperforming restaurants. ANALYSIS OF FINANCIAL CONDITION Financial Condition, Liquidity and Capital Resources As of September 26, 2004 our balance of cash and cash equivalents was
approximately $9.0 million, a decrease of approximately $987,000 from the
December 28, 2003 year-end balance, net of the reclassification of
approximately $107,000 to a restricted cash balance. The decrease in cash and
cash equivalents reflects $7.5 million utilized for our stock repurchase
program, during the second and third quarter of fiscal 2004. Our working capital was approximately $7.1 million as of September 26,
2004 compared to approximately $9.0 million at December 28, 2003. Our quick
ratio, which measures our immediate short-term liquidity, was 1.58 for periods
ending September 26, 2004 and 1.59 for the period ended December 28, 2003. The
quick ratio is computed by adding cash and cash equivalents with accounts
receivable, net and dividing by total current liabilities. The change in our
working capital was primarily due to cash used for our stock repurchase program
and utilization of our current deferred tax asset through the generation of
earnings. Net cash provided by operations for the first nine months of 2004 was
approximately $7.7 million, compared to approximately $3.9 million for the
first nine months of 2003. Cash generated in 2004 reflects income from
operations, net of depreciation and amortization and an increase in accounts
payable, offset by a decrease in the deferred tax assets, other current
liabilities, prepaids and other current assets. For the first nine months of
2003, sources of cash generation were primarily from the loss from operations,
net of depreciation and amortization and asset impairment charges. 14




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Financial Condition, Liquidity and Capital Resources (continued) Net cash used for investing activities for the first nine months of 2004
was approximately $1.2 million reflecting capital expenditures of $1.4 million
offset by payments on notes receivable. In comparison, during the first nine
months of 2003, we used cash of approximately $6.2 million, reflectively
approximately $2.1 million used to fund the losses and exit from our
partnership in FUMUME, LLC and approximately $4.2 million spent on capital
expenditures, primarily due to openings of new restaurants, partially offset by
payments on notes receivable. The Company anticipates capital expenditures to
be approximately $2.5 million for the fiscal year 2004, including the purchase
of catering vehicles of approximately $500,000. Net cash used for financing activities was approximately $7.5 million
during the first nine months of 2004, compared to cash provided by financing of
approximately 1.2 million for the comparable period of 2003. During fiscal
2004, payments on our common stock repurchase program and to a lesser degree on
debt and capital lease obligations were the primary use of cash partially
offset by proceeds from the exercise of stock options and warrants. Cash
provided during the first nine months of fiscal 2003 was primarily due to
proceeds from the exercise of stock options and warrants offset by payments on
long-term debt and capital lease obligations. The following table provides aggregate information about our remaining
contractual payment obligations and the periods in which payments are due: Payments Due by Period
     (in thousands) ContractualObligations
    
    Total
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    ThereafterLong-Term Debt
    
    $
    12,442
    
    
    $
    93
    
    
    $
    392
    
    
    $
    427
    
    
    $
    466
    
    
    $
    507
    
    
    $
    10,557Financing Leases
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500Capital Leases
    
    
    144
    
    
    
    39
    
    
    
    97
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    Operating Leases
    
    
    42,926
    
    
    
    633
    
    
    
    2,587
    
    
    
    2,674
    
    
    
    2,666
    
    
    
    2,639
    
    
    
    31,727Total
    
    $
    60,012
    
    
    $
    765
    
    
    $
    3,076
    
    
    $
    3,109
    
    
    $
    3,132
    
    
    $
    3,146
    
    
    $
    46,784
 Critical Accounting Policies Our significant accounting policies are described in Note One to the
consolidated financial statements included in our annual report for the year
ended December 28, 2003. The accounting policies used in preparing our interim
2004 consolidated financial statements is the same as those described in our
annual report. Forward-Looking Information Certain statements contained in this report include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. All forward-looking statements in this document are based on
information currently available to us as of the date of this report, and we
assume no obligation to update any forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors may include, among others, those factors listed in
our 2003 Form 10-K filed with the SEC on March 29, 2004 and our other filings
with the SEC. 15




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Additional Information on Famous Daves We are currently subject to the informational requirements of the Exchange
Act of 1934, as amended. As a result, we are required to file periodic reports
and other information with the SEC, such as annual, quarterly and current
reports, proxy and information statements. You are advised to read this Form
10-Q in conjunction with the other reports, proxy statements and other
documents we file from time to time with the SEC. If you would like more
information regarding Famous Daves, you may read and copy the reports, proxy
and information statements and other documents we file with the SEC, at
prescribed rates, at the SECs public reference room at 450 Fifth Street, NW,
Washington, DC 20549. You may obtain information regarding the operation of
the SECs public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC
filings are also available to the public free of charge at the SECs website.
The address of this website is http://www.sec.gov. Our most current SEC filings, such as our annual, quarterly and current
reports, proxy statements and press releases are available to the public free
of charge on our Website. The address of our Website is www.famousdaves.com.
Our Website is not intended to be, and is not, a part of this Quarterly Report
on Form 10-Q. We will provide electronic or paper copies of our SEC filings
(excluding exhibits) to any Famous Daves shareholder free of charge upon
receipt of a written request for any such filing. All requests for our SEC
filings should be sent to the attention of Investor Relations at Famous Daves,
Inc., 8091 Wallace Road, Eden Prairie, MN 55344. 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our financial instruments include cash and cash equivalents and long-term

debt. We include as cash and cash equivalents certificates of deposits and all
other investments with original maturities of three months or less when
purchased and which are readily convertible into known amounts of cash. Our
cash and cash equivalents are not subject to significant interest rate risk due
to the short maturities of these instruments. We have no derivative financial
instruments or derivative commodity instruments in our cash and cash
equivalents. Our total outstanding long-term debt as of September 26, 2004 was
$12.4 million. Of the outstanding long-term debt, approximately $1.2 million
consists of a variable interest rate while the remainder was subject to a fixed
interest rate. We do not see the variable interest rate long-term debt as a
significant interest rate risk. Some of the food products purchased by us are
affected by commodity pricing and are, therefore, subject to price volatility
caused by weather, production problems, delivery difficulties and other factors
that are outside our control. To control this risk in part, we have
fixed-priced purchase commitments for food from vendors. In addition, we
believe that substantially all of our food is available from several sources,
which helps to control food commodity risks. We believe we have the ability to
increase menu prices, or vary the menu options offered, if needed, in response
to a food product price increase. 
 Item 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
report. Based on their evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective. There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the end of the periods covered by this report. 16




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 PART II. OTHER INFORMATION 
 Item 1. Legal Proceedings On October 29, 2004, the Company and one of its franchisees were named as
defendants in a lawsuit filed in the Court of Common Pleas, Warren County,
Ohio. The lawsuit relates to, among other things, various alleged defaults by
the franchisee under its Middletown, Ohio lease, for which the landlord is
seeking damages. The lawsuit also alleges the failure of the franchisee to pay
for electrical work done on the leased premises, for which the electrical
contractor has filed a mechanics lien and is seeking damages. The Company is
currently in the process of evaluating these claims. From time to time, our
Company is involved in a variety of other legal matters that arise in the
normal course of business. None of these legal matters are expected to have a
material adverse effect on our results of operations or financial position. 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Except as otherwise noted below, all share repurchases were made pursuant
to open-market transactions under the publicly announced repurchase program
approved by our Board of Directors. The following table includes information
about our share repurchases for the quarter ended September 26, 2004. Maximum Number (orTotal Number of
    
    Approximate DollarShares (or Units)
    
    Value) of Shares (orTotal Number of
    
    
    
    
    
    Purchased as Part of
    
    Units) that May Yet beShares (or Units)
    
    Average Price Paid
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Purchased
    
    per Share (or Unit)
    
    Plans or Programs (2)
    
    Plans or Programs (1)Month #1
(June 28, 2004  July 25, 2004)
    
    
    71,328
    
    
    $
    7.42
    
    
    
    633,628
    
    
    
    366,372Month #2
(July 26, 2004  August 22, 2004)
    
    
    92,763
    
    
    $
    7.05
    
    
    
    726,391
    
    
    
    273,609Month #3
(August 23  September 26, 2004)
    
    
    273,609
    
    
    $
    6.93
    
    
    
    1,000,000
    
    
    
    0
    (2)
  (1)
    
    On May 12, 2004, we announced that our Board of Directors approved a
program to repurchase up to 1,000,000 shares of our common stock. In
September 2004, we completed the repurchase of these 1,000,000 shares. On
November 2, 2004, our Board of Directors approved a further repurchase
program under which we may repurchase up to an additional 1,000,000 shares
of our common stock.  (2)
    
    Excludes 1,000,000 shares eligible for repurchase under the repurchase
program approved by our Board of Directors on November 2, 2004 (after the
quarter ended September 26, 2004). 17




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits  31.1
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted 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. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K Filed during the quarter for which this report is filed:  Form 8-K, filed July 30, 2004 announcing our second quarter 2004
results.Form 8-K, filed September 24, 2004 announcing the completion on our
stock repurchase program. 18




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##### Table of Contents



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: November 9, 2004
    
    By
    
    /s/ David GoronkinDavid GoronkinChief Executive Officer and President(Principal Executive Officer)Dated: November 9, 2004
    
    
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelVice President, Chief Financial Officer and Secretary(Principal Financial and Accounting Officer)




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##### Table of Contents



(a) Exhibits  31.1
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted 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. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.