##### 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 September 28, 2008
 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
    
    41-1782300(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  (952) 294-1300
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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 September 28, 2008 and December 30, 2007
    
    
    3Consolidated Statements of Operations
For the three and nine months ended September 28, 2008
and September 30, 2007
    
    
    4Consolidated Statements of Cash Flows
For the nine months ended September 28, 2008 and
September 30, 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    15Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4 Controls and Procedures
    
    
    28PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    29Item 1A Risk Factors
    
    
    29Item 2 Purchases of Equity Securities by the Issuer
    
    
    29Item 5 Other Information
    
    
    30Item 6 Exhibits
    
    
    32SIGNATURESCERTIFICATIONSEX-3.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS

SEPTEMBER 28, 2008 AND DECEMBER 30, 2007  (in thousands, except share and per-share data)
 September 28,2008
    
    
    December 30,(Unaudited)
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,491
    
    
    $
    1,538Restricted cash
    
    
    1,511
    
    
    
    2,420Accounts receivable, net
    
    
    4,065
    
    
    
    5,098Inventories
    
    
    2,168
    
    
    
    1,987Deferred tax asset
    
    
    1,654
    
    
    
    1,643Prepaid expenses and other current assets
    
    
    2,013
    
    
    
    1,477Notes receivable
    
    
    49
    
    
    
    92Total current assets
    
    
    12,951
    
    
    
    14,255Property, equipment and leasehold improvements, net
    
    
    58,669
    
    
    
    57,243Other assets:Notes receivable, less current portion
    
    
    187
    
    
    
    1,165Deferred tax asset, less current portion
    
    
    411
    
    
    
    511Other assets
    
    
    832
    
    
    
    768$
    73,050
    
    
    $
    73,942LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    16,000
    
    
    $
    13,000Current portion of long-term debt
    
    
    424
    
    
    
    270Accounts payable
    
    
    6,344
    
    
    
    6,647Accrued compensation and benefits
    
    
    2,858
    
    
    
    3,011Other current liabilities
    
    
    4,169
    
    
    
    5,157Total current liabilities
    
    
    29,795
    
    
    
    28,085Long-term liabilities:Long-term debt, less current portion
    
    
    6,678
    
    
    
    6,899Financing leases
    
    
    4,690
    
    
    
    4,794Other liabilities
    
    
    3,658
    
    
    
    3,764Total liabilities
    
    
    44,821
    
    
    
    43,542Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized,
9,079,100 and 9,606,000 shares issued and outstanding at
September 28, 2008 and December 30, 2007, respectively
    
    
    91
    
    
    
    96Additional paid-in capital
    
    
    16,584
    
    
    
    21,028Deferred compensation
    
    
    (66
    )
    
    
    Retained earnings
    
    
    11,620
    
    
    
    9,276Total shareholders equity
    
    
    28,229
    
    
    
    30,400$
    73,050
    
    
    $
    73,942
  - 3 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS

SEPTEMBER 28, 2008 AND SEPTEMBER 30, 2007  (in thousands, except share and per share data)

(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue:Restaurant sales, net
    
    $
    30,407
    
    
    $
    27,168
    
    
    $
    93,219
    
    
    $
    80,835Franchise royalty revenue
    
    
    4,366
    
    
    
    4,113
    
    
    
    13,194
    
    
    
    11,894Franchise fee revenue
    
    
    110
    
    
    
    437
    
    
    
    457
    
    
    
    993Licensing and other revenue
    
    
    205
    
    
    
    184
    
    
    
    707
    
    
    
    718Total revenue
    
    
    35,088
    
    
    
    31,902
    
    
    
    107,577
    
    
    
    94,440Costs and expenses:Food and beverage costs
    
    
    9,523
    
    
    
    8,231
    
    
    
    28,754
    
    
    
    24,503Labor and benefits
    
    
    9,816
    
    
    
    8,270
    
    
    
    28,726
    
    
    
    24,073Operating expenses
    
    
    7,497
    
    
    
    6,782
    
    
    
    24,162
    
    
    
    20,236Depreciation and amortization
    
    
    1,397
    
    
    
    1,109
    
    
    
    4,126
    
    
    
    3,394Asset impairment and estimated
lease termination and other closing
costs
    
    
    3,879
    
    
    
    
    
    
    
    3,879
    
    
    
    General and administrative expenses
    
    
    3,337
    
    
    
    4,247
    
    
    
    12,370
    
    
    
    12,943Pre-opening expenses
    
    
    333
    
    
    
    349
    
    
    
    636
    
    
    
    391Net loss on disposal of property
    
    
    10
    
    
    
    10
    
    
    
    16
    
    
    
    110Total costs and expenses
    
    
    35,792
    
    
    
    28,998
    
    
    
    102,669
    
    
    
    85,650(Loss) income from operations
    
    
    (704
    )
    
    
    2,904
    
    
    
    4,908
    
    
    
    8,790Other expense:Interest expense
    
    
    (504
    )
    
    
    (352
    )
    
    
    (1,478
    )
    
    
    (1,065
    )Interest income
    
    
    73
    
    
    
    70
    
    
    
    172
    
    
    
    223Other (expense) income, net
    
    
    (3
    )
    
    
    (5
    )
    
    
    (33
    )
    
    
    25Total other expense
    
    
    (434
    )
    
    
    (287
    )
    
    
    (1,339
    )
    
    
    (817
    )(Loss) income before income taxes
    
    
    (1,138
    )
    
    
    2,617
    
    
    
    3,569
    
    
    
    7,973Income tax benefit (expense)
    
    
    375
    
    
    
    (885
    )
    
    
    (1,225
    )
    
    
    (2,700
    )Net (loss) income
    
    $
    (763
    )
    
    $
    1,732
    
    
    $
    2,344
    
    
    $
    5,273Basic net (loss) income per
common share
    
    $
    (0.08
    )
    
    $
    0.17
    
    
    $
    0.25
    
    
    $
    0.53Diluted net (loss) income per
common share
    
    $
    (0.08
    )
    
    $
    0.17
    
    
    $
    0.24
    
    
    $
    0.51Weighted average common shares outstanding
- basic
    
    
    9,304,000
    
    
    
    9,932,000
    
    
    
    9,516,000
    
    
    
    10,043,000Weighted average common shares outstanding
- diluted
    
    
    9,304,000
    
    
    
    10,285,000
    
    
    
    9,671,000
    
    
    
    10,396,000
  - 4 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS

SEPTEMBER 28, 2008 AND SEPTEMBER 30, 2007  (in thousands)

(Unaudited)
 Nine Months EndedSeptember 28,
    
    
    September 30,2008
    
    
    2007Cash flows from operating activitiesNet income
    
    $
    2,344
    
    
    $
    5,273Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    4,126
    
    
    
    3,394Amortization of deferred financing costs
    
    
    9
    
    
    
    42Loss on early extinguishment of debt
    
    
    
    
    
    
    12Loss on disposal of property
    
    
    16
    
    
    
    110Gain on elimination of liability
    
    
    
    
    
    
    (49
    )Asset impairment and estimated lease termination and other
closing costs
    
    
    3,879
    
    
    
    Deferred income taxes
    
    
    88
    
    
    
    1,639Deferred rent
    
    
    12
    
    
    
    363Stock-based compensation
    
    
    698
    
    
    
    1,470Changes in operating assets and liabilities:Restricted cash
    
    
    909
    
    
    
    10Accounts receivable, net
    
    
    370
    
    
    
    (134
    )Inventories
    
    
    (179
    )
    
    
    (60
    )Prepaid expenses and other current assets
    
    
    (733
    )
    
    
    (120
    )Accounts payable
    
    
    (311
    )
    
    
    110Accrued compensation and benefits
    
    
    (331
    )
    
    
    223Other current liabilities
    
    
    (529
    )
    
    
    (230
    )Long-term deferred compensation
    
    
    (16
    )
    
    
    108Cash flows provided by operations
    
    
    10,352
    
    
    
    12,161Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (8,105
    )
    
    
    (8,184
    )Sale of restaurant to franchise partner
    
    
    
    
    
    
    1,753Payments received on notes receivable
    
    
    59
    
    
    
    124Cash flows used for investing activities
    
    
    (8,046
    )
    
    
    (6,307
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    (34
    )
    
    
    Proceeds from draws on line of credit
    
    
    19,500
    
    
    
    9,500Payments on line of credit
    
    
    (16,500
    )
    
    
    (5,500
    )Payments on long-term debt and financing leases
    
    
    (283
    )
    
    
    (1,161
    )Proceeds from exercise of stock options
    
    
    26
    
    
    
    215Tax benefit of stock-options exercised
    
    
    10
    
    
    
    164Repurchase of common stock
    
    
    (5,072
    )
    
    
    (7,211
    )Cash flows used for financing activities
    
    
    (2,353
    )
    
    
    (3,993
    )(Decrease) Increase in cash and cash equivalents
    
    
    (47
    )
    
    
    1,861Cash and cash equivalents, beginning of period
    
    
    1,538
    
    
    
    1,455Cash and cash equivalents, end of period
    
    $
    1,491
    
    
    $
    3,316
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
    (2) Net Income Per Common Share
   Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,(in thousands, except per-share data)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income per common share  basic:Net (loss) income
    
    $
    (763
    )
    
    $
    1,732
    
    
    $
    2,344
    
    
    $
    5,273Weighted average shares outstanding
    
    
    9,304
    
    
    
    9,932
    
    
    
    9,516
    
    
    
    10,043Net (loss) income per common share  basic
    
    $
    (0.08
    )
    
    $
    0.17
    
    
    $
    0.25
    
    
    $
    0.53Net (loss)income per common share  diluted:Net (loss) income
    
    $
    (763
    )
    
    $
    1,732
    
    
    $
    2,344
    
    
    $
    5,273Weighted average shares outstanding
    
    
    9,304
    
    
    
    9,932
    
    
    
    9,516
    
    
    
    10,043Dilutive impact of common stock
equivalents outstanding
    
    
    
    
    
    
    353
    
    
    
    155
    
    
    
    353Adjusted weighted average shares outstanding
    
    
    9,304
    
    
    
    10,285
    
    
    
    9,671
    
    
    
    10,396Net (loss) income per common share  diluted
    
    $
    (0.08
    )
    
    $
    0.17
    
    
    $
    0.24
    
    
    $
    0.51
  - 6 -




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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) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
 Stock-based Compensation
  Three Months Ended
    
    
    Nine months endedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Performance Share Programs:Fiscal 2005  2007
    
    $
    
    
    
    $
    51
    
    
    $
    
    
    
    $
    235Fiscal 2006  2008
    
    
    (56
    )
    
    
    58
    
    
    
    (1
    )
    
    
    195Fiscal 2007  2009
    
    
    83
    
    
    
    139
    
    
    
    257
    
    
    
    440Fiscal 2008  2010 (1)
    
    
    29
    
    
    
    
    
    
    
    166
    
    
    
    Performance Shares
    
    $
    56
    
    
    
    248
    
    
    $
    422
    
    
    $
    870Director Shares
    
    
    66
    
    
    
    119
    
    
    
    199
    
    
    
    358Stock Options
    
    
    7
    
    
    
    79
    
    
    
    70
    
    
    
    242Restricted Stock Units (1)
(2)
    
    
    (29
    )
    
    
    
    
    
    
    7
    
    
    
    Deferred Stock Units
    
    
    
    
    
    
    (22
    )
    
    
    
    
    
    
    (9
    )$
    100
    
    
    $
    424
    
    
    $
    698
    
    
    $
    1,461
 
 (1)
    
    We hired a new Chief Executive Officer and his employment commenced on April
21, 2008, at which time, performance share grants and a restricted stock unit grant was
made. This Chief Executive Officer ceased employment on September
11, 2008 at which time all previous restricted stock unit expense was
reversed.(2)
    
    On September 11, 2008, a new Chief Executive Officer was appointed and,
commensurate with his promotion, a 50,000 restricted stock unit grant was made. In
addition, on the same date, 25,000 restricted stock units were granted to our Chief
Financial Officer. - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (6) 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 30, 2007
    
    
    399
    
    
    $
    5.57Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at March 30, 2008
    
    
    399
    
    
    $
    5.57Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at June 29, 2008
    
    
    399
    
    
    $
    5.57Granted
    
    
    
    
    
    
    Exercised
    
    
    (6
    )
    
    
    4.62Canceled or expired
    
    
    
    
    
    
    Options Outstanding at September 28, 2008
    
    
    393
    
    
    $
    5.59Options Exercisable at September 28, 2008
    
    
    376
    
    
    $
    5.58
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (6) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
 Performance Shares
    Target No. of
    
    Maximum No. ofPerformance Shares
    
    Performance SharesPerformance
    
    Performance Shares
    
    (Issuable assuming
    
    (Issuable assumingAward Date
    
    Share Program
    
    (Originally Granted at 100%)
    
    100% Payout Achieved)(1)(2)
    
    200% Payout Achieved)(3)12/29/2005
    
    
    2006  2008
    
    
    
    83,200
    
    
    
    35,900
    
    
    
    71,80002/21/2007
    
    
    2007  2009
    
    
    
    96,100
    
    
    
    54,800
    
    
    
    109,60012/31/2007
    
    
    2008  2010
    
    
    
    45,700
    
    
    
    43,300
    
    
    
    86,600
 
 (1)
    
    Net of forfeitures due to employee departures(2)
    
    Based on 100% EPS Goal achieved(3)
    
    Based on 150% EPS Goal achieved  - 10 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (6) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
 Restricted Stock Units
    Deferred Stock Unit Plan
   - 11 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (6) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
 Board of Directors Compensation
   Common Share Repurchases
   (7) Retirement Savings Plans
 401(k) Plan
  - 12 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (7) Retirement Savings Plans (continued)
 Non-Qualified Deferred Compensation Plan
     - 13 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (8) Supplemental Cash Flow Information
 Nine months endedSeptember 28,
    
    
    September 30,(in thousands)
    
    2008
    
    
    2007Cash paid for interest
    
    $
    1,352
    
    
    $
    1,049Cash paid for taxes
    
    $
    405
    
    
    $
    1,419Non-cash investing and financing activities:Reclassification of other current liabilities to assets held
for sale
    
    $
    
    
    
    $
    19Accrued property and equipment purchases
    
    $
    346
    
    
    $
    1,268Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    177
    
    
    $
    153Deferred tax asset related to tax benefit of stock options
exercised
    
    $
    10
    
    
    $
    (164
    )Issuance of common stock to independent board members
    
    $
    266
    
    
    $
    478Redemption of note receivable by common stock buyback
    
    $
    
    
    
    $
    289
 (9) Asset Impairment and Estimated Lease Termination and Other Closing Costs
    - 14 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (10) Recent Accounting Pronouncements
  Business Combinations Noncontrolling Interest in Consolidated Financial Statements,
an amendment of ARB
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 OVERVIEW
  Fiscal Year
 st
 Revenue
  - 15 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Costs and Expenses
  General and Administrative Expenses
  - 16 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (3)
 FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES

OPERATING RESULTS
 Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 28,
    
    September 30,
    
    September 28,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Food and beverage costs (1)
    
    
    31.3
    %
    
    
    30.3
    %
    
    
    30.8
    %
    
    
    30.3
    %Labor and benefits (1)
    
    
    32.3
    %
    
    
    30.4
    %
    
    
    30.8
    %
    
    
    29.8
    %Operating expenses (1)
    
    
    24.6
    %
    
    
    25.0
    %
    
    
    25.9
    %
    
    
    25.0
    %Depreciation & amortization (restaurant level)
(1)
    
    
    4.2
    %
    
    
    3.6
    %
    
    
    4.0
    %
    
    
    3.7
    %Depreciation & amortization (corporate level)
(2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.4
    %Asset impairment and lease termination and
other closing costs (1)
    
    
    12.8
    %
    
    
    
    
    
    
    4.2
    %
    
    
    General and administrative (2)
    
    
    9.5
    %
    
    
    13.3
    %
    
    
    11.5
    %
    
    
    13.7
    %Pre-opening expenses and net loss on disposal
of property(1)
    
    
    1.1
    %
    
    
    1.3
    %
    
    
    0.7
    %
    
    
    0.6
    %Total costs and expenses (2)
    
    
    102.0
    %
    
    
    90.9
    %
    
    
    95.4
    %
    
    
    90.7
    %(Loss) Income from operations (2)
    
    
    (2.0
    %)
    
    
    9.1
    %
    
    
    4.6
    %
    
    
    9.3
    %
 
 (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 income of $48,000 and $6,000,
respectively for the three months ended September 28, 2008 and September 30, 2007,
respectively. The Rib Team netted income of $12,000 and a net loss of $44,000, respectively
for the nine months ended September 28, 2008 and September 30, 2007, respectively. Our Rib
Team travels around the country introducing people to our brand of barbeque, building brand
awareness.  - 17 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Total Revenue
  Restaurant Sales, net
  Franchise-Related Revenue
  Licensing and Other Revenue
  - 18 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Same Store Net Sales
       - 19 -




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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
    
    Nine months endedSeptember 28,
    
    September 30,
    
    September 28,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Average Weekly Net Sales (AWS):Company-Owned
    
    $
    49,429
    
    
    $
    51,667
    
    
    $
    52,368
    
    
    $
    50,907Full-Service
    
    $
    51,039
    
    
    $
    53,426
    
    
    $
    54,465
    
    
    $
    52,839Counter-Service
    
    $
    38,489
    
    
    $
    41,648
    
    
    $
    38,583
    
    
    $
    39,781Franchise-Operated
    
    $
    58,276
    
    
    $
    58,196
    
    
    $
    58,449
    
    
    $
    58,343AWS 2005 and Post 2005: (1)Company-Owned
    
    $
    62,578
    
    
    $
    67,610
    
    
    $
    67,918
    
    
    $
    70,057Franchise-Operated
    
    $
    64,600
    
    
    $
    65,184
    
    
    $
    65,691
    
    
    $
    67,187AWS Pre-2005: (1)Company-Owned
    
    $
    46,295
    
    
    $
    49,827
    
    
    $
    48,608
    
    
    $
    48,783Franchise-Operated
    
    $
    50,355
    
    
    $
    51,483
    
    
    $
    49,834
    
    
    $
    50,567
 
 (1)
    
    Provides further delineation between AWS for restaurants opened during the pre-fiscal 2005 timeframe, and
restaurants opened during the fiscal 2005 and post-fiscal 2005,
timeframes. Operating Weeks:Company-Owned
    
    
    608
    
    
    
    522
    
    
    
    1,772
    
    
    
    1,582Franchise-Operated
    
    
    1,597
    
    
    
    1,443
    
    
    
    4,723
    
    
    
    4,155
  Food and Beverage Costs
    - 20 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Labor and Benefits Costs
  Operating Expenses
  Depreciation and Amortization
  - 21 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Asset Impairment and Lease Termination and Other Closing Costs
     General and Administrative Expenses
  Performance
    
    Restricted
    
    Board of Directors
    
    Unvested StockShares
    
    Stock Units
    
    Shares
    
    Options
    
    Total$
    305
    
    
    $
    40
    
    
    $
    266
    
    
    $
    85
    
    
    $
    696
  - 22 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Pre-opening Expenses
  Loss on Disposal of Property
  Interest Expense
  Interest Income
  Provision for Income Taxes
  Basic and Diluted Net (loss) Income Per Common Share
  - 23 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
   Financial Condition, Liquidity and Capital Resources
       - 24 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
       - 25 -




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##### Table of Contents



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




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Forward-Looking Information
    Additional Information on Famous Daves
 http://www.sec.gov
  - 27 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 www.famousdaves.com
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 Item 4. CONTROLS AND PROCEDURES
   - 28 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. Risk Factors
 The recent disruptions in the overall economy and the financial markets may adversely impact our
business and results of operations.
   
 Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
   - 29 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Maximum NumberTotal Number of
    
    (or ApproximateShares
    
    Dollar Value) ofTotal
    
    
    
    
    
    (or Units)
    
    SharesNumber of
    
    Average
    
    Purchased as
    
    (or Units)Shares
    
    Price Paid
    
    Part of Publicly
    
    that May Yet be(or Units)
    
    per Share(1)
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    or Programs
    
    Plans or ProgramsMonth #7
(June 30, 2008  July 27, 2008)
    
    -0-
    
    $
    -0-
    
    
    
    498,456
    
    
    501,544(2)Month #8
(July 28, 2008  August 24, 2008)
    
    576,956(3)
    
    $
    8.52
    
    
    
    576,956
    
    
    924,588(4)Month #9
(August 25, 2008  September 28,
2008)
    

-0-
    
    $
    -0-
    
    
    
    -0-
    
    
    924,588(4)
  (1)
    
    Excluding Commissions(2)
    
    Reflects the maximum number of shares that may be purchased under the publicly announced share repurchase plan authorized on
September 27, 2007.(3)
    
    Includes all 501,544 shares remaining available for purchase under the publicly announced share repurchase plan authorized
on September 27, 2007; also includes 75,412 shares purchased under the publicly announced share repurchase plan authorized on August 6,
2008.(4)
    
    Reflects the maximum number of shares that may be purchased under the publicly announced share repurchase plan authorized on
August 6, 2008.  Item 5. OTHER INFORMATION
 Compensatory
Arrangements with Certain Officers
  Adoption of Amended and Restated Bylaws
  Advance notice of business proposed by shareholders.
   - 30 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
   Qualifications and Nominations for Directors.
   Additional Changes.
 - 31 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  
 Item 6. EXHIBITS
 3.1
    
    Amended and Restated By-Laws.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.
 - 32 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated: November 7, 2008
    
    By:
    
    /s/ Christopher ODonnell

Christopher ODonnellPresident and Chief Executive Officer(Principal Executive Officer)Dated: November 7, 2008
    
    
    
    /s/ Diana Garvis Purcel

Diana Garvis PurcelChief Financial Officer and Secretary(Principal Financial and Accounting Officer)