##### 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 October 3, 2010
 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 o
Non-Accelerated Filer o(Do not check if a smaller reporting company)
Smaller reporting company þ  ̈ 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 October 3, 2010 and January 3, 2010
    
    
    3Consolidated Statements of Operations
For the nine months ended October 3, 2010 and September
27, 2009
    
    
    4Consolidated Statements of Cash Flows
For the nine months ended October 3, 2010 and September
27, 2009
    
    
    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
    
    
    26Item 4 Controls and Procedures
    
    
    26PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    27Item 2 Purchases of Equity Securities by the Issuer
    
    
    27Item 6 Exhibits
    
    
    28SIGNATURES
    
    
    29CERTIFICATIONS
    
    
    32EX-31.1EX-31.2EX-32.1




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 3, 2010 AND JANUARY 3, 2010  (in thousands)
 October 3,2010
    
    
    January 3,(Unaudited)
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,712
    
    
    $
    2,996Restricted cash
    
    
    111
    
    
    
    627Accounts receivable, net
    
    
    3,202
    
    
    
    3,279Inventories
    
    
    2,549
    
    
    
    2,198Deferred tax asset
    
    
    779
    
    
    
    714Prepaid expenses and other current assets
    
    
    2,445
    
    
    
    1,845Current portion of notes receivable
    
    
    409
    
    
    
    823Total current assets
    
    
    11,207
    
    
    
    12,482Property, equipment and leasehold improvements, net
    
    
    61,851
    
    
    
    54,818Other assets:Notes receivable, less current portion
    
    
    75
    
    
    
    327Deferred tax asset
    
    
    
    
    
    
    206Other assets
    
    
    3,312
    
    
    
    548$
    76,445
    
    
    $
    68,381LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and financing lease obligation
    
    $
    527
    
    
    $
    162Accounts payable
    
    
    3,790
    
    
    
    3,974Accrued compensation and benefits
    
    
    3,175
    
    
    
    4,337Other current liabilities
    
    
    5,006
    
    
    
    3,991Total current liabilities
    
    
    12,498
    
    
    
    12,464Long-term liabilities:Line of credit
    
    
    13,600
    
    
    
    13,500Long-term debt, less current portion
    
    
    6,262
    
    
    
    Financing lease obligation less current portion
    
    
    4,345
    
    
    
    4,490Deferred tax liability
    
    
    575
    
    
    
    Other liabilities
    
    
    5,280
    
    
    
    4,933Total liabilities
    
    
    42,560
    
    
    
    35,387Shareholders equity:Common stock, $.01 par value, 100,000 shares authorized,
8,394 and 9,202 shares issued and outstanding at
October 3, 2010 and January 3, 2010, respectively
    
    
    84
    
    
    
    92Additional paid-in capital
    
    
    11,734
    
    
    
    17,536Retained earnings
    
    
    22,067
    
    
    
    15,366Total shareholders equity
    
    
    33,885
    
    
    
    32,994$
    76,445
    
    
    $
    68,381
  -3-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
OCTOBER 3, 2010 AND SEPTEMBER 27, 2009  (in thousands, except share and per share data)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue:Restaurant sales, net
    
    $
    34,313
    
    
    $
    28,763
    
    
    $
    98,919
    
    
    $
    89,600Franchise royalty revenue
    
    
    4,012
    
    
    
    4,242
    
    
    
    12,208
    
    
    
    12,851Franchise fee revenue
    
    
    145
    
    
    
    80
    
    
    
    235
    
    
    
    155Licensing and other revenue
    
    
    233
    
    
    
    220
    
    
    
    689
    
    
    
    811Total revenue
    
    
    38,703
    
    
    
    33,305
    
    
    
    112,051
    
    
    
    103,417Costs and expenses:Food and beverage costs
    
    
    10,177
    
    
    
    8,762
    
    
    
    29,121
    
    
    
    27,046Labor and benefits costs
    
    
    10,944
    
    
    
    9,174
    
    
    
    31,217
    
    
    
    27,857Operating expenses
    
    
    9,475
    
    
    
    7,760
    
    
    
    26,719
    
    
    
    23,492Depreciation and amortization
    
    
    1,401
    
    
    
    1,253
    
    
    
    4,070
    
    
    
    3,834General and administrative expenses
    
    
    4,027
    
    
    
    3,701
    
    
    
    11,753
    
    
    
    11,976Asset impairment and estimated
lease termination and other closing costs
    
    
    4
    
    
    
    446
    
    
    
    (68
    )
    
    
    119Pre-opening expenses
    
    
    219
    
    
    
    
    
    
    
    300
    
    
    
    Gain on acquisition, net of acquisition costs
    
    
    
    
    
    
    
    
    
    
    (2,036
    )
    
    
    Net loss on disposal of property
    
    
    12
    
    
    
    7
    
    
    
    20
    
    
    
    13Total costs and expenses
    
    
    36,259
    
    
    
    31,103
    
    
    
    101,096
    
    
    
    94,337Income from operations
    
    
    2,444
    
    
    
    2,202
    
    
    
    10,955
    
    
    
    9,080Other expense:Loss on early extinguishment of debt
    
    
    
    
    
    
    (40
    )
    
    
    
    
    
    
    (489
    )Interest expense
    
    
    (238
    )
    
    
    (277
    )
    
    
    (800
    )
    
    
    (1,177
    )Interest income
    
    
    19
    
    
    
    26
    
    
    
    78
    
    
    
    93Other (expense) income, net
    
    
    (8
    )
    
    
    7
    
    
    
    (12
    )
    
    
    (1
    )Total other expense
    
    
    (227
    )
    
    
    (284
    )
    
    
    (734
    )
    
    
    (1,574
    )Income before income taxes
    
    
    2,217
    
    
    
    1,918
    
    
    
    10,221
    
    
    
    7,506Income tax expense
    
    
    (759
    )
    
    
    (679
    )
    
    
    (3,520
    )
    
    
    (2,579
    )Net income
    
    $
    1,458
    
    
    $
    1,239
    
    
    $
    6,701
    
    
    $
    4,927Basic net income per common share
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.77
    
    
    $
    0.54Diluted net income per common share
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.76
    
    
    $
    0.54Weighted average common shares outstanding  basic
    
    
    8,498,000
    
    
    
    9,124,000
    
    
    
    8,715,000
    
    
    
    9,104,000Weighted average common shares outstanding  diluted
    
    
    8,631,000
    
    
    
    9,254,000
    
    
    
    8,870,000
    
    
    
    9,184,000
  -4-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
OCTOBER 3, 2010 AND SEPTEMBER 27, 2009  (in thousands)
(Unaudited)
 Nine Months EndedOctober 3,
    
    
    September 27,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    6,701
    
    
    $
    4,927Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    4,070
    
    
    
    3,834Gain on acquisition of restaurants
    
    
    (2,343
    )
    
    
    Asset impairment and estimated lease termination and other closing costs
    
    
    (68
    )
    
    
    119Net loss on disposal of property
    
    
    20
    
    
    
    13Loss on early extinguishment of debt
    
    
    
    
    
    
    139Amortization of deferred financing costs
    
    
    42
    
    
    
    47Inventory reserve
    
    
    
    
    
    
    25Deferred income taxes
    
    
    716
    
    
    
    (89
    )Deferred rent
    
    
    484
    
    
    
    207Stock-based compensation
    
    
    861
    
    
    
    610Changes in operating assets and liabilities, net of acquisition:Restricted cash
    
    
    516
    
    
    
    508Accounts receivable, net
    
    
    (189
    )
    
    
    521Inventories
    
    
    (226
    )
    
    
    (49
    )Prepaid expenses and other current assets
    
    
    (552
    )
    
    
    (279
    )Deposits
    
    
    (14
    )
    
    
    95Accounts payable
    
    
    (231
    )
    
    
    (1,279
    )Accrued compensation and benefits
    
    
    (1,232
    )
    
    
    1,448Other current liabilities
    
    
    370
    
    
    
    868Long-term deferred compensation
    
    
    61
    
    
    
    19Cash flows provided by operating activities
    
    
    8,986
    
    
    
    11,684Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (3,747
    )
    
    
    (1,076
    )Acquisition of restaurants
    
    
    (6,822
    )
    
    
    Payments received on notes receivable
    
    
    319
    
    
    
    37Cash flows used for investing activities
    
    
    (10,250
    )
    
    
    (1,039
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    6,800
    
    
    
    Proceeds from draws on line of credit
    
    
    17,100
    
    
    
    6,000Payments on line of credit
    
    
    (17,000
    )
    
    
    (11,000
    )Payments for debt issuance costs
    
    
    
    
    
    
    (45
    )Payments on long-term debt and financing lease obligation
    
    
    (317
    )
    
    
    (5,776
    )Proceeds from exercise of stock options
    
    
    202
    
    
    
    37Tax benefit for equity awards issued
    
    
    139
    
    
    
    81Repurchase of common stock
    
    
    (6,944
    )
    
    
    Cash flows used for financing activities
    
    
    (20
    )
    
    
    (10,703
    )Decrease in cash and cash equivalents
    
    
    (1,284
    )
    
    
    (58
    )Cash and cash equivalents, beginning of period
    
    
    2,996
    
    
    
    1,687Cash and cash equivalents, end of period
    
    $
    1,712
    
    
    $
    1,629
  -5-




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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 Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,(in thousands, except per share data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net income per common share  basic:Net income
    
    $
    1,458
    
    
    $
    1,239
    
    
    $
    6,701
    
    
    $
    4,927Weighted average shares outstanding
    
    
    8,498
    
    
    
    9,124
    
    
    
    8,715
    
    
    
    9,104Net income per common share  basic
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.77
    
    
    $
    0.54Net income per common share  diluted:Net income
    
    $
    1,458
    
    
    $
    1,239
    
    
    $
    6,701
    
    
    $
    4,927Weighted average shares outstanding
    
    
    8,498
    
    
    
    9,124
    
    
    
    8,715
    
    
    
    9,104Dilutive impact of common stock
equivalents outstanding
    
    
    133
    
    
    
    130
    
    
    
    155
    
    
    
    80Adjusted weighted average shares
outstanding
    
    
    8,631
    
    
    
    9,254
    
    
    
    8,870
    
    
    
    9,184Net income per common share  diluted
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.76
    
    
    $
    0.54
 -6-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (3)
    
    Allowance for Doubtful Accounts
 Accounts Receivable, Net
 (4)
    
    Public Relations and Marketing Development Fund and Restricted Cash
  (5)
    
    Credit Facility and Debt Covenants and Long-Term Debt
   -7-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (6)
    
    Other Liabilities
  October 3,
    
    
    January 3,(in thousands)
    
    2010
    
    
    2010Deferred rent
    
    $
    4,866
    
    
    $
    4,404Lease termination costs
    
    
    
    
    
    
    304Asset retirement obligations
    
    
    93
    
    
    
    89Other liabilities
    
    
    321
    
    
    
    136$
    5,280
    
    
    $
    4,933
 (7)
    
    Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases
 Stock-based Compensation
  -8-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Three Months Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,(in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Performance Share Programs:2007 Program
    
    $
    
    
    
    $
    (1
    )
    
    $
    
    
    
    $
    142008 Program
    
    
    24
    
    
    
    24
    
    
    
    75
    
    
    
    792009 Program
    
    
    61
    
    
    
    60
    
    
    
    183
    
    
    
    1882010 Program
    
    
    95
    
    
    
    
    
    
    
    285
    
    
    
    Performance Shares
    
    $
    180
    
    
    $
    83
    
    
    $
    543
    
    
    $
    281Director Shares
    
    
    16
    
    
    
    119
    
    
    
    216
    
    
    
    203Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Restricted Stock
    
    
    34
    
    
    
    34
    
    
    
    102
    
    
    
    102$
    230
    
    
    $
    236
    
    
    $
    861
    
    
    $
    610
 Performance Shares
    -9-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 No. ofTarget No. of
    
    Performance SharesPerformance
    
    Performance Shares
    
    (Outstanding at
    
    Estimated Payout ofAward Date
    
    Share Program
    
    (Originally Granted)(1)
    
    October 3, 2010)(2)
    
    Performance Shares12/31/2007
    
    2008 Program
    
    
    78,800
    
    
    
    27,000
    
    
    
    24,495
    (4)12/29/2008
    
    2009 Program(3)
    
    
    280,300
    
    
    
    267,100
    
    
    
    267,100
    (5)4/1/2010
    
    2010 Program
    
    
    193,700
    
    
    
    191,200
    
    
    
    191,200
    (5)
 
 (1)
    
    Assumes achievement of 100% of the applicable cumulative EPS goal.(2)
    
    Net of forfeitures for employee departures.(3)
    
    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 and board members in late 2008 and early 2009, and a significantly lower stock price at the grant date.(4)
    
    Based on achievement of 90.7% of the cumulative EPS goal over the first two years of the performance period.(5)
    
    Assumes achievement of 100% of the applicable cumulative EPS goal. Board of Directors Compensation
     Stock Options
  -10-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Stock Options
 Weighted Average(number of options in thousands)
    
    Number of Options
    
    
    Exercise PriceOutstanding at January 3, 2010
    
    
    351
    
    
    $
    5.68Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at April 4, 2010
    
    
    351
    
    
    $
    5.68Exercised
    
    
    (27
    )
    
    
    3.34Canceled or expired
    
    
    
    
    
    
    Outstanding at July 4, 2010
    
    
    324
    
    
    $
    5.88Exercised
    
    
    (52
    )
    
    
    3.98Canceled or expired
    
    
    
    
    
    
    Outstanding at October 3, 2010
    
    
    272
    
    
    $
    6.24Options Exercisable at October 3, 2010
    
    
    272
    
    
    $
    6.24
 Common Share Repurchases
  Employee Stock Purchase Plan
  -11-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8)
    
    Retirement Savings Plans
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
     (9)
    
    Asset Impairment and Estimated Lease Termination and Other Closing Costs
  -12-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (10)
    
    Acquisition of Seven Restaurants in New York and New Jersey
   (in thousands)
 Inventory
    
    $
    125Property, equipment, and leasehold improvements
    
    
    7,262Other assets(1)
    
    
    2,843
    (2)Gift card liability
    
    
    (312
    )Lease interest liabilities
    
    
    (138
    )(2)Asset disposal costs
    
    
    (2
    )Fair market value of the net assets aquired
    
    $
    9,778
 
 (1)
    
    Other assets are comprised of approximately $1.4 million of liquor licenses, $1.4 million of lease interest assets and $16,000 of
security deposits for various operating leases.(2)
    
    Lease interest assets and lease interest liabilities will be amortized ratably to occupancy costs which is reflected in operating
expenses in the Companys consolidated statement of operations.  -13-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Three Months Ended
    
    Nine Months EndedPro Forma Results (unaudited)
    
    October 3,
    
    September 27,
    
    October 3,
    
    September 27,(in thousands except per share data)
    
    2010
    
    2009
    
    2010
    
    2009Revenue
    
    $
    38,703
    
    
    $
    38,105
    
    
    $
    114,397
    
    
    $
    117,621Net income
    
    
    1,458
    
    
    
    1,498
    
    
    
    6,711
    
    
    
    7,055Net income per
common share-basic
    
    
    0.17
    
    
    
    0.16
    
    
    
    0.77
    
    
    
    0.77Net income per
common
share-diluted
    
    
    0.17
    
    
    
    0.16
    
    
    
    0.76
    
    
    
    0.77
 (11)
    
    Supplemental Cash Flow Information
 Nine Months EndedOctober 3,
    
    September 27,(in thousands)
    
    2010
    
    2009Cash paid for interest
    
    $
    754
    
    
    $
    1,192Cash paid for taxes
    
    $
    983
    
    
    $
    321Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    114
    
    
    $
    158Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    68
    
    
    $
    28Redemption of note receivable due to the acquisition of franchise
restaurants
    
    $
    613
    
    
    $
    Reverse tax shortfall for equity awards issued
    
    $
    
    
    
    $
    (76
    )Issuance of common stock to independent board members
    
    $
    
    
    
    $
    322
 -14-




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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
  -15-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  General and Administrative Expenses
   Three Months Ended
    
    Nine Months EndedOctober 3,
    
    September 27,
    
    October 3,
    
    September 27,2010
    
    2009
    
    2010
    
    2009Food and beverage costs(1)
    
    
    29.7
    %
    
    
    30.5
    %
    
    
    29.4
    %
    
    
    30.2
    %Labor and benefits(1)
    
    
    31.9
    %
    
    
    31.9
    %
    
    
    31.6
    %
    
    
    31.1
    %Operating expenses(1)
    
    
    27.6
    %
    
    
    27.0
    %
    
    
    27.0
    %
    
    
    26.2
    %Depreciation & amortization (restaurant level)(1)
    
    
    3.7
    %
    
    
    3.9
    %
    
    
    3.7
    %
    
    
    3.8
    %Depreciation & amortization (corporate level)(2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %General and administrative(2)
    
    
    10.4
    %
    
    
    11.1
    %
    
    
    10.5
    %
    
    
    11.6
    %Pre-opening expenses and net loss
on disposal of property(1)
    
    
    0.7
    %
    
    
    
    
    
    
    0.3
    %
    
    
    Asset impairment and estimated lease
termination and other closing costs(1)
    
    
    
    
    
    
    1.6
    %
    
    
    (0.1
    )%
    
    
    0.1
    %Gain on acquisition, net of acquisition costs(1)
    
    
    
    
    
    
    
    
    
    
    (2.1
    )%
    
    
    Total costs and expenses(2)
    
    
    93.7
    %
    
    
    93.4
    %
    
    
    90.2
    %
    
    
    91.2
    %Income from operations(2)
    
    
    6.3
    %
    
    
    6.6
    %
    
    
    9.8
    %
    
    
    8.8
    %
 
 (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 $23,000 and $38,000 for the three months ended October 3, 2010 and September 27, 2009, respectively. The
Rib Team netted a loss of $11,000 and realized net income of $10,000 for the nine months ended October 3, 2010 and September 27, 2009,
respectively. Our Rib Team travels around the country introducing people to our brand of barbeque, building brand awareness.  -16-




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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
  -17-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Same Store Net Sales
    Average Weekly Net Sales and Operating Weeks
  -18-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Three Months Ended
    
    
    Nine Months EndedOctober 3,
    
    
    September 27,
    
    
    October 3,
    
    
    September 27,2010
    
    
    2009
    
    
    2010
    
    
    2009Average Weekly Net Sales (AWS):Company-Owned
    
    $
    50,106
    
    
    $
    47,706
    
    
    $
    49,927
    
    
    $
    49,427Full-Service
    
    $
    51,557
    
    
    $
    48,958
    
    
    $
    51,531
    
    
    $
    51,121Counter-Service
    
    $
    36,381
    
    
    $
    37,438
    
    
    $
    35,340
    
    
    $
    36,401Franchise-Operated
    
    $
    53,367
    
    
    $
    53,524
    
    
    $
    54,057
    
    
    $
    54,870AWS 2005 and Post 2005:(1)Company-Owned
    
    $
    57,343
    
    
    $
    55,340
    
    
    $
    56,946
    
    
    $
    58,909Franchise-Operated
    
    $
    56,740
    
    
    $
    57,683
    
    
    $
    58,002
    
    
    $
    60,201AWS Pre-2005:(1)Company-Owned
    
    $
    45,791
    
    
    $
    45,011
    
    
    $
    46,183
    
    
    $
    46,112Franchise-Operated
    
    $
    47,567
    
    
    $
    47,472
    
    
    $
    47,470
    
    
    $
    47,326Operating Weeks:Company-Owned
    
    
    680
    
    
    
    598
    
    
    
    1,969
    
    
    
    1,807Franchise-Operated
    
    
    1,607
    
    
    
    1,684
    
    
    
    4,826
    
    
    
    4,934
 
 (1)
    
    Provides further delineation of AWS for restaurants opened during the pre-fiscal 2005, and restaurants
opened during the post-fiscal 2005, timeframes. Food and Beverage Costs
    -19-




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




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Depreciation and Amortization
    Pre-opening Expenses
  General and Administrative Expenses
   Performance
    
    Restricted
    
    Board of Directors
    
    Board of DirectorsShares
    
    Stock Units
    
    Shares
    
    Cash Compensation
    
    Total$724
    
    $136
    
    $231
    
    $255
    
    $1,346
  -21-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Interest Expense
   Interest Income
  Provision for Income Taxes
  Basic and Diluted Net Income Per Common Share
   -22-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Financial Condition, Liquidity and Capital Resources
        -23-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
       Contractual Obligations
   -24-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Forward-Looking Information
    Additional Information on Famous Daves
  -25-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 http://www.sec.gov.
  www.famousdaves.com.
 www.famousdaves.com
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Managements Discussion and Analysis of Financial Condition and Results
of Operations  Financial Condition, Liquidity and Capital Resources.
  
 Item 4. CONTROLS AND PROCEDURES
  -26-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
   MaximumNumber (orApproximateTotal Number of
    
    Dollar Value) ofShares (or Units)
    
    Shares (or Units)Total Number
    
    Average
    
    Purchased as Part
    
    that May Yet beof Shares (or
    
    Price Paid
    
    of Publicaly
    
    Purchased UnderUnits)
    
    per Share
    
    Announced Plans
    
    the Plans orPeriod
    
    Purchased
    
    (or Unit)(1)
    
    or Programs
    
    ProgramsMonth #7 (July 5, 2010  August 1, 2010)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239,040Month #8 (August 2, 2010  August 29, 2010)
    
    
    65,379
    
    
    
    8.21
    
    
    
    65,379
    
    
    
    173,661Month #9 (August 30, 2010  October 3, 2010)
    
    
    173,661
    
    
    
    8.49
    
    
    
    173,661
    
    
    
    
 
 (1)
    
    Excluding commissions. -27-




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6. EXHIBITS
 31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 -28-




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)Dated:  November 5, 2010
    By:
    /s/ Christopher ODonnellChristopher ODonnellPresident and Chief Executive Officer
Director (Principal Executive Officer)Dated:  November 5, 2010
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer) -29-