##### 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 March 29, 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 o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




---



##### 



FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Consolidated Financial StatementsConsolidated Balance Sheets
As of March 29, 2009 and December 28, 2008
    
    
    3Consolidated Statements of Operations
For the three months ended March 29, 2009 and March 30,
2008
    
    
    4Consolidated Statements of Cash Flows
For the three months ended March 29, 2009 and March 30,
2008
    
    
    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
    
    
    24Item 4
    
    Controls and Procedures
    
    
    25PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    25Item 6
    
    Exhibits
    
    
    26SIGNATURESCERTIFICATIONSEX-10.1EX-10.2EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 29, 2009 AND DECEMBER 28, 2008  (in thousands, except share and per share data)
 March 29,2009
    
    
    December 28,(Unaudited)
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,029
    
    
    $
    1,687Restricted cash
    
    
    654
    
    
    
    1,170Accounts receivable, net
    
    
    4,540
    
    
    
    4,702Inventories
    
    
    2,218
    
    
    
    2,281Deferred tax asset
    
    
    1,708
    
    
    
    1,708Prepaid expenses and other current assets
    
    
    1,388
    
    
    
    1,689Current portion of notes receivable
    
    
    51
    
    
    
    54Total current assets
    
    
    12,588
    
    
    
    13,291Property, equipment and leasehold improvements, net
    
    
    56,964
    
    
    
    58,129Other assets:Notes receivable, less current portion
    
    
    446
    
    
    
    170Deferred tax asset
    
    
    989
    
    
    
    989Other assets
    
    
    802
    
    
    
    822$
    71,789
    
    
    $
    73,401LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    15,000
    
    
    $
    18,000Current portion of long-term debt and financing lease obligation
    
    
    457
    
    
    
    441Accounts payable
    
    
    4,846
    
    
    
    5,713Accrued compensation and benefits
    
    
    3,250
    
    
    
    2,279Other current liabilities
    
    
    3,601
    
    
    
    3,627Total current liabilities
    
    
    27,154
    
    
    
    30,060Long-term liabilities:Long-term debt, less current portion
    
    
    6,520
    
    
    
    6,600Financing lease obligation less current portion
    
    
    4,613
    
    
    
    4,652Other liabilities
    
    
    5,886
    
    
    
    5,905Total liabilities
    
    
    44,173
    
    
    
    47,217Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized 9,096,000 and 9,079,000 shares issued and outstanding at
March 29, 2009 and December 28, 2008, respectively
    
    
    91
    
    
    
    91Additional paid-in capital
    
    
    16,540
    
    
    
    16,428Retained earnings
    
    
    10,985
    
    
    
    9,665Total shareholders equity
    
    
    27,616
    
    
    
    26,184$
    71,789
    
    
    $
    73,401
  -3-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
MARCH 29, 2009 AND MARCH 30, 2008  (in thousands, except share and per share data)
(Unaudited)
 Three Months EndedMarch 29,
    
    
    March 30,2009
    
    
    2008Revenue:Restaurant sales, net
    
    $
    29,291
    
    
    $
    29,247Franchise royalty revenue
    
    
    4,175
    
    
    
    4,167Franchise fee revenue
    
    
    75
    
    
    
    115Licensing and other revenue
    
    
    246
    
    
    
    186Total revenue
    
    
    33,787
    
    
    
    33,715Costs and expenses:Food and beverage costs
    
    
    8,778
    
    
    
    8,939Labor and benefits
    
    
    9,311
    
    
    
    9,182Operating expenses
    
    
    7,550
    
    
    
    7,493Depreciation and amortization
    
    
    1,312
    
    
    
    1,461General and administrative expenses
    
    
    4,300
    
    
    
    4,653Asset impairment and estimated lease
termination and other closing costs
    
    
    106
    
    
    
    Pre-opening expenses
    
    
    
    
    
    
    254Gain on disposal of property
    
    
    
    
    
    
    (6
    )Total costs and expenses
    
    
    31,357
    
    
    
    31,976Income from operations
    
    
    2,430
    
    
    
    1,739Other expense:Interest expense
    
    
    (474
    )
    
    
    (511
    )Interest income
    
    
    34
    
    
    
    58Other income (expense), net
    
    
    10
    
    
    
    (1
    )Total other expense
    
    
    (430
    )
    
    
    (454
    )Income before income taxes
    
    
    2,000
    
    
    
    1,285Income tax expense
    
    
    (680
    )
    
    
    (450
    )Net income
    
    $
    1,320
    
    
    $
    835Basic and diluted net income per common share
    
    $
    0.15
    
    
    $
    0.09Weighted average common shares outstanding  basic
    
    
    9,082,000
    
    
    
    9,611,000Weighted average common shares outstanding  diluted
    
    
    9,087,000
    
    
    
    9,773,000
  -4-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH 29, 2009 AND MARCH 30, 2008  (in thousands)
(Unaudited)
 Three Months EndedMarch 29,
    
    
    March 30,2009
    
    
    2008Cash flows from operating activitiesNet income
    
    $
    1,320
    
    
    $
    835Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    1,312
    
    
    
    1,461Asset impairment and estimated lease termination and other
closing costs
    
    
    106
    
    
    
    Amortization of deferred financing costs
    
    
    14
    
    
    
    14Gain on disposal of property
    
    
    
    
    
    
    (6
    )Deferred rent
    
    
    85
    
    
    
    120Stock-based compensation
    
    
    138
    
    
    
    281Changes in operating assets and liabilities:Restricted cash
    
    
    516
    
    
    
    1,204Accounts receivable, net
    
    
    (134
    )
    
    
    865Inventories
    
    
    50
    
    
    
    (32
    )Prepaid expenses and other current assets
    
    
    299
    
    
    
    287Deposits
    
    
    49
    
    
    
    (15
    )Accounts payable
    
    
    (1,051
    )
    
    
    (1,056
    )Accrued compensation and benefits
    
    
    943
    
    
    
    (103
    )Other current liabilities
    
    
    149
    
    
    
    (246
    )Long-term deferred compensation
    
    
    2
    
    
    
    (17
    )Cash flows provided by operating activities
    
    
    3,798
    
    
    
    3,592Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (322
    )
    
    
    (2,368
    )Payments received on notes receivable
    
    
    11
    
    
    
    36Cash flows used for investing activities
    
    
    (311
    )
    
    
    (2,332
    )Cash flows from financing activities:Proceeds from draws on line of credit
    
    
    2,000
    
    
    
    5,500Payments on line of credit
    
    
    (5,000
    )
    
    
    (6,000
    )Payments for debt issuance costs
    
    
    (45
    )
    
    
    (15
    )Payments on long-term debt and financing lease obligations
    
    
    (102
    )
    
    
    (93
    )Proceeds from exercise of stock options
    
    
    2
    
    
    
    Repurchase of common stock
    
    
    
    
    
    
    (156
    )Cash flows used for financing activities
    
    
    (3,145
    )
    
    
    (764
    )Increase in cash and cash equivalents
    
    
    342
    
    
    
    496Cash and cash equivalents, beginning of period
    
    
    1,687
    
    
    
    1,538Cash and cash equivalents, end of period
    
    $
    2,029
    
    
    $
    2,034
  -5-




---



##### Table of Contents



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 EndedMarch 29,
    
    
    March 30,(in thousands, except per share data)
    
    2009
    
    
    2008Net income per common share  basic:Net income
    
    $
    1,320
    
    
    $
    835Weighted average shares outstanding
    
    
    9,082
    
    
    
    9,611Net income per common share  basic
    
    $
    0.15
    
    
    $
    0.09Net income per common share  diluted:Net income
    
    $
    1,320
    
    
    $
    835Weighted average shares outstanding
    
    
    9,082
    
    
    
    9,611Dilutive impact of common stock equivalents outstanding
    
    
    5
    
    
    
    162Adjusted weighted average shares outstanding
    
    
    9,087
    
    
    
    9,773Net income per common share  diluted
    
    $
    0.15
    
    
    $
    0.09
  -6-




---



##### Table of Contents



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-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Credit Facility (continued)
    (6) Other Liabilities
  March 29,
    
    
    December 28,(in thousands)
    
    2009
    
    
    2008Deferred rent
    
    $
    4,212
    
    
    $
    4,126Lease termination costs
    
    
    1,668
    
    
    
    1,775Other liabilities
    
    
    6
    
    
    
    4$
    5,886
    
    
    $
    5,905
 -8-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
 Stock-based Compensation
  Three Months EndedMarch 29,
    
    
    March 30,(in thousands)
    
    2009
    
    
    2008Performance Share Programs:Fiscal 2006  2008
    
    $
    
    
    
    $
    36Fiscal 2007  2009
    
    
    8
    
    
    
    87Fiscal 2008  2010
    
    
    27
    
    
    
    52Fiscal 2009  2011
    
    
    64
    
    
    
    Performance Shares
    
    $
    99
    
    
    $
    175Director Shares
    
    
    
    
    
    
    66Stock Options
    
    
    5
    
    
    
    40Restricted Stock
    
    
    34
    
    
    
    $
    138
    
    
    $
    281
  -9-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (7) 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
    
    
    $
    5.58Options Exercisable at March 29, 2009
    
    
    374
    
    
    $
    5.58
 Performance Shares
    -10-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (7) 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)
    
    March 29, 2009)(1)(2)
    
    Performance Shares02/21/2007
    
    2007  2009
    
    
    96,100
    
    
    
    31,800
    
    
    63,600(3)12/31/2007
    
    2008  2010
    
    
    78,800
    
    
    
    30,400
    
    
    60,800(3)12/29/2008
    
    2009  2011
    
    280,300(5)
    
    
    279,300
    
    
    279,300(4)
 
 (1)
    
    Assumes achievement of 100% of the applicable Cumulative EPS Goal.(2)
    
    Net of forfeitures due to employee departures.(3)
    
    Assumes achievement of 150% of the applicable Cumulative EPS Goal and corresponding
payout of 200% of the Target number
of Performance Shares.(4)
    
    The maximum pay out on this plan is 100% of the Target number of Performance Shares.(5)
    
    The aggregate Target Number of Performance Shares awarded under this program
increased significantly over prior years as a result of one-time grants related to the hiring of
several new executives in late 2008 and early 2009, and a significantly lower stock price at the
grant date.  Restricted Stock Units
    -11-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases (continued)
 Deferred Stock Unit Plan
  Common Share Repurchases
  Board of Directors Compensation
   Employee Stock Purchase Plan
  -12-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (8) Retirement Savings Plans
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
     (9) Asset Impairment and Estimated Lease Termination and Other Closing Costs
 Accounting for Costs Associated with Exit or Disposal Activities,
  -13-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (9) Asset Impairment and Estimated Lease Termination and Other Closing Costs (continued)
    Additions
    
    DeductionsCredits to CostsBalance at
    
    Charged to
    
    and Expenses
    
    Balance atBeginning of
    
    Costs and
    
    and Other
    
    End of(in thousands)
    
    Period
    
    Expenses
    
    Accounts
    
    PeriodReserve for lease termination costs
    
    $
    2,201
    
    
    $
    
    
    
    $
    (104
    )
    
    $
    2,097
 (10) Supplemental Cash Flow Information
 Three Months EndedMarch 29,
    
    March 30,(in thousands)
    
    2009
    
    2008Cash paid for interest
    
    $
    489
    
    
    $
    483Cash paid for taxes
    
    $
    67
    
    
    $
    8Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    174
    
    
    $
    634Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    28
    
    
    $
    177Issuance of common stock to independent board members
    
    $
    
    
    
    $
    266Reclassification of accounts receivable to notes receivable
    
    $
    284
    
    
    $
    
 (11) Subsequent Event
 Asset impairment and estimated
lease termination and other closing costs
 -14-




---



##### Table of Contents



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
  -15-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 General and Administrative Expenses
   Three Months EndedMarch 29,
    
    March 30,2009
    
    2008Food and beverage costs (1)
    
    
    30.0
    %
    
    
    30.6
    %Labor and benefits (1)
    
    
    31.8
    %
    
    
    31.4
    %Operating expenses (1)
    
    
    25.8
    %
    
    
    25.6
    %Depreciation & amortization (restaurant level)(1)
    
    
    4.0
    %
    
    
    4.6
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.3
    %General and administrative (2)
    
    
    12.7
    %
    
    
    13.8
    %Asset impairment and estimated lease termination
and other closing costs (1)
    
    
    0.4
    %
    
    
    0.0
    %Pre-opening expenses & net gain on disposal(1)
    
    
    0.0
    %
    
    
    0.9
    %Total costs and expenses (2)
    
    
    92.8
    %
    
    
    94.8
    %Income from operations (2)
    
    
    7.2
    %
    
    
    5.2
    %
 
 (1)
    
    As a percentage of restaurant sales, net(2)
    
    As a percentage of total revenue  Total Revenue
  -16-




---



##### 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
   -17-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Average Weekly Net Sales and Operating Weeks
  Three Months EndedMarch 29,
    
    
    March 30,2009
    
    
    2008Average Weekly Net Sales (AWS):Company-Owned
    
    $
    47,939
    
    
    $
    50,512Full-Service
    
    $
    50,185
    
    
    $
    52,844Counter-Service
    
    $
    32,595
    
    
    $
    35,534Franchise-Operated
    
    $
    54,660
    
    
    $
    55,684AWS 2005 and Post 2005: (1)Company-Owned
    
    $
    59,030
    
    
    $
    68,065Franchise-Operated
    
    $
    60,836
    
    
    $
    63,297AWS Pre-2005: (1)Company-Owned
    
    $
    44,137
    
    
    $
    46,349Franchise-Operated
    
    $
    46,272
    
    
    $
    47,012 
 (1)
    
    Provides further
delineation of AWS for restaurants
opened during the pre-fiscal 2005, and
restaurants opened during the
post-fiscal 2005, timeframes. Operating Weeks:Company-Owned
    
    
    611
    
    
    
    579Franchise-Operated
    
    
    1,594
    
    
    
    1,538
  Food and Beverage Costs
   -18-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
    Labor and Benefits Costs
  Operating Expenses
  Depreciation and Amortization
  -19-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Pre-opening Expenses
  General and Administrative Expenses
  Performance
    
    Restricted
    
    Board of Directors
    
    Unvested StockShares
    
    Stock Units
    
    Shares
    
    Options
    
    Total$397
    
    $136
    
    $318
    
    $23
    
    $874
  Interest Expense
  Interest Income
  -20-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Provision for Income Taxes
  Basic and Diluted Net Income Per Common Share
  Financial Condition, Liquidity and Capital Resources
       -21-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
        -22-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Off-Balance Sheet Arrangements
  Contractual Obligations
    Critical Accounting Policies
  Forward-Looking Information
   -23-




---



##### 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.
  -24-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  
 Item 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  -25-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6. EXHIBITS
 10.1
    
    Form of Restricted Stock Agreement dated May 5, 2009, between Famous Daves of
America, Inc. and K. Jeffrey Dahlberg.10.2
    
    Form of Restricted Stock Agreement dated May 5, 2009, between Famous Daves
of America, Inc. and Lisa A. Kro.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.
 -26-




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)Dated:  May 7, 2009
    By:
    /s/ Christopher ODonnellChristopher ODonnellPresident and Chief Executive Officer

Director (Principal Executive Officer)Dated:  May 7, 2009
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)