##### 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 27, 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
    
    41-1782300(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  (952) 294-1300
 þ  ̈
  ̈  ̈
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    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 27, 2009 and December 28, 2008
    
    
    3Consolidated Statements of Operations
For the three and nine months ended September 27, 2009
and September 28, 2008
    
    
    4Consolidated Statements of Cash Flows
For the nine months ended September 27, 2009 and
September 28, 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    16Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4 Controls and Procedures
    
    
    28PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    28Item 6 Exhibits
    
    
    29SIGNATURESCERTIFICATIONSEX-10.1EX-31.1EX-31.2EX-32.1




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 SEPTEMBER 27, 2009 AND DECEMBER 28, 2008
 (in thousands, except share and per share data)
 September 27,
    
    
    December 28,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,629
    
    
    $
    1,687Restricted cash
    
    
    662
    
    
    
    1,170Accounts receivable, net
    
    
    4,178
    
    
    
    4,702Inventories
    
    
    2,317
    
    
    
    2,281Deferred tax asset
    
    
    1,627
    
    
    
    1,708Prepaid expenses and other current assets
    
    
    1,964
    
    
    
    1,689Current portion of notes receivable
    
    
    53
    
    
    
    54Total current assets
    
    
    12,430
    
    
    
    13,291Property, equipment and leasehold improvements, net
    
    
    55,047
    
    
    
    58,129Other assets:Notes receivable, less current portion
    
    
    134
    
    
    
    170Deferred tax asset
    
    
    1,159
    
    
    
    989Other assets
    
    
    585
    
    
    
    822$
    69,355
    
    
    $
    73,401LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    13,000
    
    
    $
    18,000Current portion of long-term debt and financing lease obligation
    
    
    212
    
    
    
    441Accounts payable
    
    
    4,389
    
    
    
    5,208Accrued compensation and benefits
    
    
    3,755
    
    
    
    2,279Other current liabilities
    
    
    5,751
    
    
    
    4,132Total current liabilities
    
    
    27,107
    
    
    
    30,060Long-term liabilities:Long-term debt, less current portion
    
    
    1,173
    
    
    
    6,600Financing lease obligation, less current portion
    
    
    4,532
    
    
    
    4,652Other liabilities
    
    
    4,731
    
    
    
    5,905Total liabilities
    
    
    37,543
    
    
    
    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
September 27, 2009 and December 28, 2008, respectively
    
    
    92
    
    
    
    91Additional paid-in capital
    
    
    17,128
    
    
    
    16,428Retained earnings
    
    
    14,592
    
    
    
    9,665Total shareholders equity
    
    
    31,812
    
    
    
    26,184$
    69,355
    
    
    $
    73,401
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 SEPTEMBER 27, 2009 AND SEPTEMBER 28, 2008
 (in thousands, except share and per share data)
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue:Restaurant sales, net
    
    $
    28,763
    
    
    $
    30,407
    
    
    $
    89,600
    
    
    $
    93,219Franchise royalty revenue
    
    
    4,242
    
    
    
    4,366
    
    
    
    12,851
    
    
    
    13,194Franchise fee revenue
    
    
    80
    
    
    
    110
    
    
    
    155
    
    
    
    457Licensing and other revenue
    
    
    220
    
    
    
    205
    
    
    
    811
    
    
    
    707Total revenue
    
    
    33,305
    
    
    
    35,088
    
    
    
    103,417
    
    
    
    107,577Costs and expenses:Food and beverage costs
    
    
    8,762
    
    
    
    9,523
    
    
    
    27,046
    
    
    
    28,754Labor and benefits
    
    
    9,174
    
    
    
    9,816
    
    
    
    27,857
    
    
    
    28,726Operating expenses
    
    
    7,760
    
    
    
    7,497
    
    
    
    23,492
    
    
    
    24,162Depreciation and amortization
    
    
    1,253
    
    
    
    1,397
    
    
    
    3,834
    
    
    
    4,126Asset impairment and estimated
lease termination and other
closing costs
    
    
    446
    
    
    
    3,879
    
    
    
    119
    
    
    
    3,879General and administrative
expenses
    
    
    3,701
    
    
    
    3,337
    
    
    
    11,976
    
    
    
    12,370Pre-opening expenses
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    636Net loss on disposal of property
    
    
    7
    
    
    
    10
    
    
    
    13
    
    
    
    16Total costs and expenses
    
    
    31,103
    
    
    
    35,792
    
    
    
    94,337
    
    
    
    102,669Income (loss) from operations
    
    
    2,202
    
    
    
    (704
    )
    
    
    9,080
    
    
    
    4,908Other expense:Loss on early extinguishment of
debt
    
    
    (40
    )
    
    
    
    
    
    
    (489
    )
    
    
    Interest expense
    
    
    (277
    )
    
    
    (504
    )
    
    
    (1,177
    )
    
    
    (1,478
    )Interest income
    
    
    26
    
    
    
    73
    
    
    
    93
    
    
    
    172Other income (expense), net
    
    
    7
    
    
    
    (3
    )
    
    
    (1
    )
    
    
    (33
    )Total other expense
    
    
    (284
    )
    
    
    (434
    )
    
    
    (1,574
    )
    
    
    (1,339
    )Income (loss) before income taxes
    
    
    1,918
    
    
    
    (1,138
    )
    
    
    7,506
    
    
    
    3,569Income tax (expense) benefit
    
    
    (679
    )
    
    
    375
    
    
    
    (2,579
    )
    
    
    (1,225
    )Net income (loss)
    
    $
    1,239
    
    
    $
    (763
    )
    
    $
    4,927
    
    
    $
    2,344Basic net income (loss) per common
share
    
    $
    0.14
    
    
    $
    (0.08
    )
    
    $
    0.54
    
    
    $
    0.25Diluted net income (loss) per common
share
    
    $
    0.13
    
    
    $
    (0.08
    )
    
    $
    0.54
    
    
    $
    0.24Weighted average common shares
outstanding  basic
    
    
    9,124,000
    
    
    
    9,304,000
    
    
    
    9,104,000
    
    
    
    9,516,000Weighted average common shares
outstanding  diluted
    
    
    9,254,000
    
    
    
    9,304,000
    
    
    
    9,184,000
    
    
    
    9,671,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 SEPTEMBER 27, 2009 AND SEPTEMBER 28, 2008
 (Unaudited)
 Nine Months EndedSeptember 27,
    
    
    September 28,(in thousands)
    
    2009
    
    
    2008Cash flows from operating activitiesNet income
    
    $
    4,927
    
    
    $
    2,344Adjustments to reconcile net income to cash flows provided by operating
activities:Depreciation and amortization
    
    
    3,834
    
    
    
    4,126Asset impairment and estimated lease termination and other closing costs
    
    
    119
    
    
    
    3,879Amortization of deferred financing costs
    
    
    47
    
    
    
    9Loss on early extinguishment of debt
    
    
    139
    
    
    
    Inventory reserve
    
    
    25
    
    
    
    Net loss on disposal of property
    
    
    13
    
    
    
    16Deferred income taxes
    
    
    (89
    )
    
    
    88Deferred rent
    
    
    207
    
    
    
    12Stock-based compensation
    
    
    610
    
    
    
    698Changes in operating assets and liabilities:Restricted cash
    
    
    508
    
    
    
    909Accounts receivable, net
    
    
    521
    
    
    
    370Inventories
    
    
    (49
    )
    
    
    (179
    )Prepaid expenses and other current assets
    
    
    (279
    )
    
    
    (733
    )Deposits
    
    
    95
    
    
    
    Accounts payable
    
    
    (1,279
    )
    
    
    (311
    )Accrued compensation and benefits
    
    
    1,448
    
    
    
    (331
    )Other current liabilities
    
    
    868
    
    
    
    (529
    )Long-term deferred compensation
    
    
    19
    
    
    
    (16
    )Cash flows provided by operating activities
    
    
    11,684
    
    
    
    10,352Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (1,076
    )
    
    
    (8,105
    )Payments received on notes receivable
    
    
    37
    
    
    
    59Cash flows used for investing activities
    
    
    (1,039
    )
    
    
    (8,046
    )Cash flows from financing activities:Proceeds from draws on line of credit
    
    
    6,000
    
    
    
    19,500Payments on line of credit
    
    
    (11,000
    )
    
    
    (16,500
    )Payments for debt issuance costs
    
    
    (45
    )
    
    
    (34
    )Payments on long-term debt and financing lease obligations
    
    
    (5,776
    )
    
    
    (283
    )Proceeds from exercise of stock options
    
    
    37
    
    
    
    26Tax benefit for equity awards issued
    
    
    81
    
    
    
    10Repurchase of common stock
    
    
    
    
    
    
    (5,072
    )Cash flows used for financing activities
    
    
    (10,703
    )
    
    
    (2,353
    )Decrease in cash and cash equivalents
    
    
    (58
    )
    
    
    (47
    )Cash and cash equivalents, beginning of period
    
    
    1,687
    
    
    
    1,538Cash and cash equivalents, end of period
    
    $
    1,629
    
    
    $
    1,491
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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 (Loss) Per Common Share
   Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,(in thousands, except per-share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss) per common share  basic:Net income (loss)
    
    $
    1,239
    
    
    $
    (763
    )
    
    $
    4,927
    
    
    $
    2,344Weighted average shares outstanding
    
    
    9,124
    
    
    
    9,304
    
    
    
    9,104
    
    
    
    9,516Net income (loss) per common share  basic
    
    $
    0.14
    
    
    $
    (0.08
    )
    
    $
    0.54
    
    
    $
    0.25Net income (loss) per common share  diluted:Net income (loss)
    
    $
    1,239
    
    
    $
    (763
    )
    
    $
    4,927
    
    
    $
    2,344Weighted average shares outstanding
    
    
    9,124
    
    
    
    9,304
    
    
    
    9,104
    
    
    
    9,516Dilutive impact of common stock equivalents
outstanding
    
    
    130
    
    
    
    
    
    
    
    80
    
    
    
    155Adjusted weighted average shares outstanding
    
    
    9,254
    
    
    
    9,304
    
    
    
    9,184
    
    
    
    9,671Net income (loss) per common share  diluted
    
    $
    0.13
    
    
    $
    (0.08
    )
    
    $
    0.54
    
    
    $
    0.24
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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) Notes Payable
   - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Other Liabilities
  September 27,
    
    
    December 28,(in thousands)
    
    2009
    
    
    2008Deferred rent
    
    $
    4,334
    
    
    $
    4,126Lease termination costs, less current portion
    
    
    374
    
    
    
    1,775Other liabilities
    
    
    23
    
    
    
    4$
    4,731
    
    
    $
    5,905
 (8) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
 Stock-based Compensation
  Three Months Ended
    
    
    Nine Months EndedSeptember 27,
    
    
    September 28,
    
    
    September 27,
    
    
    September 28,(in thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Performance Share Programs:Fiscal 2006
 2008
    
    $
    
    
    
    $
    (56
    )
    
    $
    
    
    
    $
    (1
    )Fiscal 2007  2009
    
    
    (1
    )
    
    
    83
    
    
    
    14
    
    
    
    257Fiscal 2008  2010 (1)
    
    
    24
    
    
    
    29
    
    
    
    79
    
    
    
    166Fiscal 2009  2011
    
    
    60
    
    
    
    
    
    
    
    188
    
    
    
    Performance Shares
    
    $
    83
    
    
    
    56
    
    
    $
    281
    
    
    $
    422Director Shares
    
    
    119
    
    
    
    66
    
    
    
    203
    
    
    
    199Stock Options
    
    
    
    
    
    
    7
    
    
    
    24
    
    
    
    70Restricted Stock Units (1) (2)
    
    
    34
    
    
    
    (29
    )
    
    
    102
    
    
    
    7$
    236
    
    
    $
    100
    
    
    $
    610
    
    
    $
    698
 
 (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 units and performance shares also 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 share
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
    
    
    $
    5.59Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at September 27, 2009
    
    
    363
    
    
    $
    5.59Options Exercisable at September 27, 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)
    
    September 27, 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
    
    
    
    27,500
    
    
    
    55,000
    (3)12/29/2008
    
    2009 - 2011
    
    
    280,300
    (5)
    
    
    269,600
    
    
    
    269,600
    (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 number of shares issuable upon satisfaction of conditions under this program 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
 (8) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
   (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
 (9) Retirement Savings Plans (continued)
  (10) Asset Impairment and Estimated Lease Termination and Other Closing Costs
      (in thousands)
 Additions
    
    DeductionsCredits to CostsBalance at
    
    Charged to
    
    and Expenses
    
    Balance atBeginning of
    
    Costs and
    
    and Other
    
    End ofPeriod
    
    Expenses
    
    Accounts
    
    PeriodReserve for lease termination costs
    
    $
    582
    
    
    $
    285
    
    
    $
    
    
    
    $
    867
  - 14 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (11) Supplemental Cash Flow Information
 Nine Months EndedSeptember 27,
    
    September 28,(in thousands)
    
    2009
    
    2008Cash paid for interest
    
    $
    1,192
    
    
    $
    1,352Cash paid for taxes
    
    $
    321
    
    
    $
    405Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    158
    
    
    $
    346Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    28
    
    
    $
    177Issuance of common stock to independent board members
    
    $
    322
    
    
    $
    266Deferred tax asset related to tax benefit of stock options exercised
    
    $
    
    
    
    $
    10Reverse tax shortfall for equity awards issued
    
    $
    (76
    )
    
    $
    
 (12) Recently Issued Accounting Pronouncements
 Amendments to FASB Intepretation No. 46(R)
 (13) Subsequent Events
    - 15 -




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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
  - 16 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 General and Administrative Expenses
   Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 27,
    
    September 28,
    
    September 27,
    
    September 28,2009
    
    2008
    
    2009
    
    2008Food and beverage costs (1)
    
    
    30.5
    %
    
    
    31.3
    %
    
    
    30.2
    %
    
    
    30.8
    %Labor and benefits (1)
    
    
    31.9
    %
    
    
    32.3
    %
    
    
    31.1
    %
    
    
    30.8
    %Operating expenses (1)
    
    
    27.0
    %
    
    
    24.7
    %
    
    
    26.2
    %
    
    
    25.9
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.9
    %
    
    
    4.2
    %
    
    
    3.8
    %
    
    
    4.0
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.3
    %Asset impairment and estimated lease termination and other
closing costs (1)
    
    
    1.6
    %
    
    
    12.8
    %
    
    
    0.1
    %
    
    
    4.2
    %General and administrative expenses (2)
    
    
    11.1
    %
    
    
    9.5
    %
    
    
    11.6
    %
    
    
    11.5
    %Pre-opening expenses and net loss on disposal of
property(1)
    
    
    
    
    
    
    1.1
    %
    
    
    
    
    
    
    0.7
    %Total costs and expenses (2)
    
    
    93.4
    %
    
    
    102.0
    %
    
    
    91.2
    %
    
    
    95.4
    %Income (loss) from operations (2)
    
    
    6.6
    %
    
    
    (2.0
    %)
    
    
    8.8
    %
    
    
    4.6
    %
 
 (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 realized net income of $38,000 and
$48,000 for the three months ended September 27, 2009 and September 28, 2008, respectively.
The Rib Team realized net income of $10,000 and $12,000 for the nine months ended September
27, 2009 and September 28, 2008, respectively. Our Rib Team travels around the country
introducing people to our brand of barbeque, building brand awareness.  Total Revenue
  - 17 -




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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
  - 18 -




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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 27,
    
    September 28,
    
    September 27,
    
    September 28,2009
    
    2008
    
    2009
    
    2008Average Weekly Net Sales:Company-Owned
    
    $
    47,706
    
    
    $
    49,429
    
    
    $
    49,427
    
    
    $
    52,368Full-Service
    
    $
    48,958
    
    
    $
    51,039
    
    
    $
    51,121
    
    
    $
    54,465Counter-Service
    
    $
    37,438
    
    
    $
    38,489
    
    
    $
    36,401
    
    
    $
    38,583Franchise-Operated
    
    $
    53,524
    
    
    $
    58,276
    
    
    $
    54,870
    
    
    $
    58,449AWS 2005 and Post 2005: (1)Company-Owned
    
    $
    55,340
    
    
    $
    62,578
    
    
    $
    58,909
    
    
    $
    67,918Franchise-Operated
    
    $
    57,683
    
    
    $
    64,600
    
    
    $
    60,201
    
    
    $
    65,691AWS Pre-2005: (1)Company-Owned
    
    $
    45,011
    
    
    $
    46,295
    
    
    $
    46,112
    
    
    $
    48,608Franchise-Operated
    
    $
    47,472
    
    
    $
    50,355
    
    
    $
    47,326
    
    
    $
    49,834Operating Weeks:Company-Owned
    
    
    598
    
    
    
    608
    
    
    
    1,807
    
    
    
    1,772Franchise-Operated
    
    
    1,684
    
    
    
    1,597
    
    
    
    4,934
    
    
    
    4,723
 
 (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.  - 19 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Food and Beverage Costs
         Labor and Benefits Costs
  - 20 -




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##### Table of Contents



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




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Asset Impairment and Estimated Lease Termination and Other Closing Costs
    General and Administrative Expenses
   Performance
    
    Restricted
    
    Board of Directors
    
    StockShares
    
    Stock Units
    
    Shares
    
    Options
    
    Total$363
    
    $136
    
    $338
    
    $24
    
    $861
  Pre-opening Expenses
  - 22 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Loss on Early Extinguishment of Debt
   Interest Expense
   Interest Income
  Provision for Income Taxes
  Basic and Diluted Net 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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##### Table of Contents



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
  Forward-Looking Information
   - 26 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
   Additional Information on Famous Daves
 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.
  - 27 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  
 Item 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  - 28 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6. EXHIBITS
 10.1
    
    Form of Restricted Stock Agreement dated September 29, 2009, between Famous
Daves of America Inc. and Wallace B. Doolin.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.
 - 29 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated:  November 5, 2009
    By:
    /s/ Christopher ODonnellChristopher ODonnellPresident and Chief Executive Officer
Director (Principal Executive Officer)Dated:  November 5, 2009
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)