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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 27, 2004 [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-21625   FAMOUS DAVES of AMERICA, INC.
  Minnesota
(State or other jurisdiction of
incorporation or organization)
    
    41-1782300
(I.R.S. Employer Identification No.)
 8091 Wallace Road
Eden Prairie, Minnesota 55344 (Address of principal executive offices) (Zip code) Registrants telephone number, including area code (952) 294-1300 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act (the
Act) of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes   [ X ]   No   [   ] Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12-b-2 of the Act). Yes   [   ]
No   [ X ] The aggregate market value of the Registrants Common Stock held by
non-affiliates on June 27, 2004 (the last business day of the Registrants most
recently completed second quarter), based upon the last sale price of the
Common Stock as reported on the NASDAQ National Market on June 25, 2004, was
$78,768,109. As of August 5, 2004 11,648,771 shares of the Registrants Common
Stock were outstanding.




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FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS PagePART I FINANCIAL INFORMATIONItem 1 Consolidated Financial StatementsConsolidated Balance Sheets
As of June 27, 2004 and December 28, 2003
    
    
    3Consolidated Statements of Operations
For the three and six months ended June 27, 2004 and June
29, 2003
    
    
    4Consolidated Statements of Cash Flows
For the six months ended June 27, 2004 and June 29, 2003
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    9Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4 Controls and Procedures
    
    
    16PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    17Item 2 Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities
    
    
    17Item 4 Submission of Matters to a Vote of Security Holders
    
    
    18Item 5 Other Information
    
    
    18Item 6 Exhibits and Reports on Form 8-K
    
    
    18SIGNATURESCERTIFICATIONSCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906
  2




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEETS
 JUNE 27, 2004 AND DECEMBER 28, 2003
($s in thousands, except per share data)
 June 27,
    
    December 28,2004
    
    2003(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    9,666
    
    
    $
    9,964Restricted cash (note 3)
    
    
    131
    
    
    
    Accounts receivable, net
    
    
    1,676
    
    
    
    1,661Inventories
    
    
    1,580
    
    
    
    1,599Prepaid expenses and other current assets
    
    
    2,503
    
    
    
    3,126Total current assets
    
    
    15,556
    
    
    
    16,350Property, equipment and leasehold improvements, net
    
    
    45,538
    
    
    
    47,147Other assets:Notes receivable, less current portion
    
    
    2,320
    
    
    
    2,395Deferred tax asset, less current portion
    
    
    6,944
    
    
    
    6,938Other assets
    
    
    936
    
    
    
    937$
    71,294
    
    
    $
    73,767LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long term debt
    
    $
    375
    
    
    $
    358Current portion of capital leases
    
    
    185
    
    
    
    388Accounts payable
    
    
    2,407
    
    
    
    2,035Other current liabilities
    
    
    4,218
    
    
    
    4,528Total current liabilities
    
    
    7,185
    
    
    
    7,309Long-term liabilities:Long-term debt, less current portion
    
    
    12,157
    
    
    
    12,349Capital leases, less current portion
    
    
    56
    
    
    
    105Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities, net
    
    
    2,866
    
    
    
    2,632Total liabilities
    
    
    26,764
    
    
    
    26,895Shareholders equity:Common stock, $.01 par value, 100,000,000
shares authorized, 11,760,662 and 12,157,782
shares issued and outstanding
    
    
    118
    
    
    
    122Additional paid-in capital
    
    
    52,831
    
    
    
    56,692Accumulated deficit
    
    
    (8,419
    )
    
    
    (9,942
    )Total shareholders equity
    
    
    44,530
    
    
    
    46,872$
    71,294
    
    
    $
    73,767
 See accompanying notes to consolidated financial statements. 3




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 ($s in
thousands, except share data )  (Unaudited)
 Three Months Ended
    
    Six Months EndedJune 27,
    
    June 29,
    
    June 27,
    
    June 29,2004
    
    2003
    
    2004
    
    2003Revenue:Restaurant sales, net
    
    $
    23,033
    
    
    $
    24,523
    
    
    $
    43,606
    
    
    $
    46,416Franchise royalty revenue
    
    
    1,755
    
    
    
    1,085
    
    
    
    3,339
    
    
    
    1,918Franchise fee revenue
    
    
    530
    
    
    
    260
    
    
    
    968
    
    
    
    499Licensing and other revenue
    
    
    86
    
    
    
    73
    
    
    
    138
    
    
    
    115Total revenue
    
    
    25,404
    
    
    
    25,941
    
    
    
    48,051
    
    
    
    48,948Costs and expenses:Food and beverage costs
    
    
    7,303
    
    
    
    7,326
    
    
    
    13,710
    
    
    
    13,888Labor and benefits
    
    
    6,479
    
    
    
    7,099
    
    
    
    12,815
    
    
    
    13,764Operating expenses
    
    
    5,830
    
    
    
    5,892
    
    
    
    10,834
    
    
    
    11,258Depreciation and amortization
    
    
    1,096
    
    
    
    1,247
    
    
    
    2,214
    
    
    
    2,489Asset impairment and
restructuring charges
    
    
    
    
    
    
    3,474
    
    
    
    
    
    
    
    3,474Pre-opening expenses
    
    
    
    
    
    
    284
    
    
    
    
    
    
    
    506General and administrative
    
    
    2,584
    
    
    
    2,124
    
    
    
    5,082
    
    
    
    4,298Total costs and expenses
    
    
    23,292
    
    
    
    27,446
    
    
    
    44,655
    
    
    
    49,677Income (loss) from operations
    
    
    2,112
    
    
    
    (1,505
    )
    
    
    3,396
    
    
    
    (729
    )Other income (expense):Interest expense
    
    
    (468
    )
    
    
    (471
    )
    
    
    (949
    )
    
    
    (863
    )Other
(expense) income, net
    
    
    (18
    )
    
    
    (488
    )
    
    
    46
    
    
    
    (513
    )Equity in loss of
unconsolidated affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,155
    )Total other expense
    
    
    (486
    )
    
    
    (959
    )
    
    
    (903
    )
    
    
    (3,531
    )Income (loss) before income taxes
    
    
    1,626
    
    
    
    (2,464
    )
    
    
    2,493
    
    
    
    (4,260
    )Income tax (expense) benefit
    
    
    (630
    )
    
    
    961
    
    
    
    (970
    )
    
    
    1,662Net income (loss)
    
    $
    996
    
    
    $
    (1,503
    )
    
    $
    1,523
    
    
    $
    (2,598
    )Basic and diluted net income (loss)
per common share
    
    $
    0.08
    
    
    $
    (0.13
    )
    
    $
    0.12
    
    
    $
    (0.23
    )Weighted average common shares
outstanding - basic
    
    
    12,234,140
    
    
    
    11,448,381
    
    
    
    12,256,676
    
    
    
    11,419,918Weighted average common shares
outstanding - diluted
    
    
    12,581,831
    
    
    
    11,448,381

    
    
    
    12,597,643
    
    
    
    11,419,918
 See accompanying notes to consolidated financial statements. 4




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 ($s in thousands )  (Unaudited)
 Six Months EndedJune 27,
    
    June 29,2004
    
    2003Cash flows from operating activities:Net income (loss)
    
    $
    1,523
    
    
    $
    (2,598
    )Adjustments to reconcile net income (loss) to cash flows
provided by operations:Depreciation and amortization
    
    
    2,214
    
    
    
    2,489Gain on disposal of property
    
    
    6
    
    
    
    366Asset impairment charges
    
    
    
    
    
    
    3,474Deferred tax asset
    
    
    970
    
    
    
    (1,662
    )Deferred rent
    
    
    235
    
    
    
    304Equity in loss of unconsolidated affiliate
    
    
    
    
    
    
    2,155Other non-cash items affecting earnings
    
    
    28
    
    
    
    39Changes in operating assets and liabilities:Restricted cash
    
    
    (131
    )
    
    
    Accounts receivable, net
    
    
    (15
    )
    
    
    (396
    )Inventories
    
    
    19
    
    
    
    (287
    )Prepaids and other current assets
    
    
    (371
    )
    
    
    (149
    )Deposits
    
    
    (18
    )
    
    
    (19
    )Accounts payable
    
    
    372
    
    
    
    (1,259
    )Other current liabilities
    
    
    (387
    )
    
    
    254Cash flows provided by operations
    
    
    4,445
    
    
    
    2,711Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (621
    )
    
    
    (3,888
    )Investment and repayments of advances in unconsolidated affiliate
    
    
    
    
    
    
    (2,155
    )Payments received on notes receivable
    
    
    94
    
    
    
    74Cash flows used for investing activities
    
    
    (527
    )
    
    
    (5,969
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    
    
    
    
    (9
    )Payments on long-term debt
    
    
    (176
    )
    
    
    (190
    )Payments on capital lease obligations
    
    
    (252
    )
    
    
    (364
    )Proceeds from exercise of stock options and warrants
    
    
    504
    
    
    
    492Payments on common stock repurchase
    
    
    (4,292
    )
    
    
    Cash flows used for financing activities
    
    
    (4,216
    )
    
    
    (71
    )Decrease in cash and cash equivalents
    
    
    (298
    )
    
    
    (3,329
    )Cash and cash equivalents, beginning of period
    
    
    9,964
    
    
    
    9,473Cash and cash equivalents, end of period
    
    $
    9,666
    
    
    $
    6,144Supplemental cash flow information:Interest paid during the period
    
    $
    427
    
    
    $
    445Income taxes paid during the period
    
    $
    
    
    
    $
    
 See accompanying notes to consolidated financial statements. 5




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 27, 2004
 (1) Basis of Presentation We (Famous Daves, Inc. or the Company) operate or franchise
restaurants under the name Famous Daves throughout various regions of the
United States. As of June 27, 2004, there were 95 restaurants operating in 24
states, including 38 company-owned restaurants and 57 franchise-operated
restaurants, and an additional 168 restaurants were in various stages of
development. We prepared these consolidated financial statements in accordance with
Securities and Exchange Commission (SEC) Rules and Regulations. These
unaudited financial statements represent the consolidated financial statements
of Famous Daves, Inc., and its subsidiaries as of June 27, 2004 and December
28, 2003 and for the three and six month periods ended June 27, 2004 and June
29, 2003. The information furnished in these financial statements includes
normal recurring adjustments and reflects all adjustments, which are, in our
opinion, necessary for a fair presentation. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted. These consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in our fiscal 2003 Form 10-K as filed with the SEC. The
balance sheet as of December 28, 2003 has been derived from our audited
financial statements as of that date. Due to the seasonality of our business, revenue and operating results for
the three and six month periods ended June 27, 2004 are not necessarily
indicative of the results to be expected for the full year. (2) Net Income (Loss) Per Common Share Basic net income (loss) per common share (EPS) is computed by dividing
the net income (loss) by the weighted average number of common shares
outstanding for the reporting period. Diluted EPS is computed by dividing net
income (loss) by the sum of the weighted average number of shares of common
stock outstanding and all additional common stock equivalents relating to stock
options and warrants when dilutive. Following is a reconciliation of basic and
diluted net income (loss) per common share: Three Months Ended
    
    Six Months EndedJune 27,
    
    June 29,
    
    June 27,
    
    June 29,($s in thousands, except per-share data)
    
    2004
    
    2003
    
    2004
    
    2003Net income (loss) per share  basic:Net income (loss)
    
    $
    996
    
    
    $
    (1,503
    )
    
    $
    1,523
    
    
    $
    (2,598
    )Weighted
average shares - outstanding
    
    
    12,234
    
    
    
    11,448
    
    
    
    12,257
    
    
    
    11,420Net income
(loss) per share - basic
    
    $
    0.08
    
    
    $
    (0.13
    )
    
    $
    0.12
    
    
    $
    (0.23
    )Net income (loss) per share -diluted:Net income (loss)
    
    $
    996
    
    
    $
    (1,503
    )
    
    $
    1,523
    
    
    $
    (2,598
    )Weighted average shares outstanding
    
    
    12,234
    
    
    
    11,448
    
    
    
    12,257
    
    
    
    11,420Dilutive impact of common stock
equivalents outstanding
    
    
    348
    
    
    
    
    
    
    
    341
    
    
    
    Adjusted weighted average shares
outstanding
    
    
    12,582
    
    
    
    11,448
    
    
    
    12,598
    
    
    
    11,420Net income
(loss) per share - diluted
    
    $
    0.08
    
    
    $
    (0.13
    )
    
    $
    0.12
    
    
    $
    (0.23
    )
 6




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 27, 2004 (2) Net Income (Loss) Per Common Share (continued) Options and warrants to purchase approximately 68,000 and 135,000 shares
of common stock with a weighted average exercise price of $7.93 and $7.47 were
outstanding at June 27, 2004, but were not included in the three and six months
ended June 27, 2004 computation of diluted net income (loss) per common share
because the exercise price exceeded the average market price of the common
shares during the respective periods. Options and warrants to purchase approximately 1,218,000 and 1,595,000
shares of common stock with a weighted average exercise price of $3.84 and
$3.53 were excluded from the three and six months ended June 29, 2003 diluted
computation because they were anti-dilutive. (3) Public Relations and Marketing Development Fund Beginning in fiscal 2004, we established a system-wide public relations
and marketing fund. Company-owned restaurants, in addition to
franchise-operated restaurants opened after January 1, 2004, are required to
contribute a percentage of sales, currently 1.0%, to the fund that will be used
for public relations and marketing development efforts throughout the system.
Additionally, certain payments received from various vendors are deposited into
the public relations and marketing fund. The assets held by this fund are
considered restricted. Accordingly, we reflected the cash related to this fund in restricted cash and
the liability is other current liabilities on our
consolidated balance sheet as of June 27, 2004. (4) Stock-Based Compensation In accordance with Accounting Principles Board (APB) Opinion No. 25, we
use the intrinsic value-based method for measuring stock-based compensation
cost which measures compensation cost as the excess, if any, of the quoted
market price of our stock at the date of grant over the amount the employee
must pay for the stock. Our policy is to grant stock options at fair value at
the date of grant. No compensation expense has been recognized for options
issued to employees during the three or six months ended June 27, 2004 or June
29, 2003. The following table illustrates the effect on net income (loss) and
net income (loss) per common share if we had applied the fair value recognition
provisions of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation, to stock-based employee compensation. Three Months Ended
    
    Six Months EndedJune 27,
    
    June 29,
    
    June 27,
    
    June 29,($s in thousands, except per-share data)
    
    2004
    
    2003
    
    2004
    
    2003Net income (loss) as reported
    
    $
    996
    
    
    $
    (1,503
    )
    
    $
    1,523
    
    
    $
    (2,598
    )Less: Compensation expense
determined under the
fair value method,
net of tax
    
    
    (203
    )
    
    
    (148
    )
    
    
    (386
    )
    
    
    (297
    )Pro forma net income (loss)
    
    $
    793
    
    
    $
    (1,651
    )
    
    $
    1,137
    
    
    $
    (2,895
    )Net income (loss) per share:Basic - as reported
    
    $
    0.08
    
    
    $
    (0.13
    )
    
    $
    0.12
    
    
    $
    (0.23
    )Basic - pro forma
    
    
    0.06
    
    
    
    (0.14
    )
    
    
    0.09
    
    
    
    (0.25
    )Diluted - as reported
    
    
    0.08
    
    
    
    (0.13
    )
    
    
    0.12
    
    
    
    (0.23
    )Diluted - pro forma
    
    
    0.06
    
    
    
    (0.14
    )
    
    
    0.09
    
    
    
    (0.25
    )
 7




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 27, 2004 (5) Compensation Arrangements On February 18, 2004, our board of directors approved an Executive
Elective Deferred Stock Unit Plan (Deferred Stock Unit Plan); in which
executives can elect to defer all or part of their bonus compensation or stock
grant compensation for a specified period of time. The amount of compensation
that is deferred is converted into a number of stock units, as determined by
the share price of our common stock on the date of the election of the
deferral. Accordingly, we will recognize compensation expense in our
consolidated statement of operations throughout the deferral period to the
extent that the share price of our common stock increases, and will reduce
compensation expense throughout the deferral period to the extent that the
share price of our common stock decreases. We granted our President and CEO, David Goronkin, a bonus of $93,750 in
2004 for his performance during fiscal 2003. Mr. Goronkin elected to defer
this bonus, which is subject to forfeiture based on certain fiscal 2004
performance criteria, for a one-year timeframe in accordance with the Deferred
Stock Unit Plan discussed above. Accordingly, we recognized approximately
$23,000 of compensation expense in our consolidated statement of operations for
the first six months of fiscal 2004 as related to this plan. On February 18, 2004, our board of directors also approved a Performance
Share Program. Under this program, performance share grants will be awarded
under our 1995 Stock Option and Compensation Plan, subject to certain
contingencies. Grants of shares are contingent upon the recipient remaining an
employee during all periods prior to the vesting date, in addition to the
Company achieving the cumulative total of the earnings per share goals for the
three ensuing fiscal years, as determined by the compensation committee of the
board of directors during the first fiscal quarter of the applicable fiscal
year. Awards will be made only if the cumulative total goal for all three
fiscal years is achieved and no partial award shall be made if the goals are
achieved in any one or more fiscal years but not for the cumulative three year
period. No recipient will have any rights as a shareholder based on the
performance share grants unless and until the conditions have been satisfied
and the shares have been issued to the recipient. In accordance with this program, we will recognize as compensation
expense, the value of these stock grants as they are earned in our consolidated
statement of operations throughout the performance period. On February 18, 2004 our board of directors awarded 33,500 performance
share grants to eligible employees for the fiscal 2004  fiscal 2006 timeframe.
Accordingly, we have recognized approximately $43,000 of compensation expense
in our consolidated statement of operations for the six months ended June 29,
2004 related to this program. (6) Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (FASB) recently issued an
Exposure Draft of a proposed Statement, Share-Based Payment, an Amendment of
FASB Statements No. 123 and 95. The Exposure Draft would require companies to
recognize compensation cost for share-based awards, including options, granted
to employees and would eliminate the use of accounting for employee options
under APB Opinion No. 25, Accounting for Stock Issued to Employees. The
comment period for this Exposure Draft ended on June 30, 2004 and it is
anticipated that a final Statement will be issued later in fiscal 2004. Due to
the preliminary nature of these potential changes, we have not determined how
the proposed Statement will affect our consolidated financial statements, but
will continue to monitor these developments. 8




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 Item 2. OVERVIEW Famous Daves of America, Inc. (Famous Daves or our Company) was
incorporated as a Minnesota corporation in March 1994 and opened its first
restaurant in Minneapolis in June 1995. As of June 27, 2004 there were 95
Famous Daves restaurants operating in 24 states, including 38 company-owned
and 57 franchise-operated restaurants. In addition, as of June 27, 2004 we had
signed development agreements representing commitments to develop an additional
168 franchised restaurants. Fiscal Year Our fiscal year ends on the Sunday closest to December 31st. Our fiscal
year is generally 52 weeks; however it periodically consists of 53 weeks.
Fiscal 2004, which ends on January 2, 2005, will consist of 53 weeks. Revenue Our revenue consists of restaurant sales, franchise related revenue and
licensing and other revenue. Our franchise related revenue is comprised of
area development fees, initial franchise fees, and continuing royalty payments.
Our area development fee consists of a non-refundable payment equal to $10,000
per unit upon the signing of the area development agreement. Since the fee to
secure the territory is non-refundable, we recognize this fee upon receipt.
Our initial franchise fee is typically $40,000 per restaurant, of which $5,000
is recognized immediately when a franchise agreement is signed and the
remaining $35,000 is recognized upon either the signing of a lease or upon
receipt of a builders permit, and at which time we have substantially
performed all of our services. Franchise royalties are equal to a percentage
of weekly net sales, currently at 5%. Licensing revenue includes royalties from
a retail line of business, including sauces and seasonings. Other revenue
includes opening assistance and training we provide to our franchise partners.
Comparable sales represent net sales for restaurants open year-round for 18
months or more. Costs and Expenses Components of operating expenses include food and beverage costs,
operating payroll and employee benefits, occupancy costs, repair and
maintenance costs, supplies and advertising and promotion. Certain of these
costs are variable and will increase with sales volume. The primary fixed costs
are corporate and restaurant management and occupancy costs. Our experience is
that when a new restaurant opens, it incurs higher than normal levels of labor
and food costs until operations stabilize, usually during the first three
months of operation. As restaurant management and staff gain experience
following the opening, labor scheduling, food cost management and operating
expense control are improved to levels similar to those at our more established
restaurants. General and administrative expenses include all corporate and
administrative functions that provide an infrastructure to support existing
operations and support future growth. Salaries, employee benefits, legal fees,
consulting fees, travel, rent, depreciation, general insurance and marketing
expenses are major items in this category. 9




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations A breakdown of our restaurant and total company operating results were as
follows ($s in thousands): Restaurant Operations (1)Three Months Ended
    
    Six Months EndedJune 27,
    
    June 29,
    
    June 27,
    
    June 29,2004
    
    2003
    
    2004
    
    2003Restaurant Sales, net
    
    $
    22,939
    
    
    
    100.0
    %
    
    $
    24,517
    
    
    
    100.0
    %
    
    $
    43,512
    
    
    
    100.0
    %
    
    $
    46,410
    
    
    
    100.0
    %Restaurant Costs and
Expenses:Food and Beverage Costs
    
    
    7,261
    
    
    
    31.6
    
    
    
    7,324
    
    
    
    29.9
    
    
    
    13,668
    
    
    
    31.4
    
    
    
    13,886
    
    
    
    29.9Labor and Benefits
    
    
    6,422
    
    
    
    28.0
    
    
    
    7,098
    
    
    
    28.9
    
    
    
    12,758
    
    
    
    29.3
    
    
    
    13,763
    
    
    
    29.7Operating Expenses
    
    
    5,695
    
    
    
    24.8
    
    
    
    5,884
    
    
    
    24.0
    
    
    
    10,703
    
    
    
    24.6
    
    
    
    11,244
    
    
    
    24.2Depreciation &
Amortization
    
    
    1,003
    
    
    
    4.4
    
    
    
    1,178
    
    
    
    4.8
    
    
    
    2,045
    
    
    
    4.7
    
    
    
    2,356
    
    
    
    5.1Total Costs and
Expenses
    
    
    20,381
    
    
    
    88.8
    
    
    
    21,484
    
    
    
    87.6
    
    
    
    39,174
    
    
    
    90.0
    
    
    
    41,249
    
    
    
    88.9Income from Restaurant
Operations (2)
    
    $
    2,558
    
    
    
    11.2
    %
    
    $
    3,033
    
    
    
    12.4
    %
    
    $
    4,338
    
    
    
    10.0
    %
    
    $
    5,161
    
    
    
    11.1
    %
 Total CompanyThree Months Ended
    
    Six Months EndedJune 27,
    
    June 29,
    
    June 27,
    
    June 29,2004
    
    2003
    
    2004
    
    2003Total Revenue
    
    $
    25,404
    
    
    
    100.0
    %
    
    $
    25,941
    
    
    
    100.0
    %
    
    $
    48,051
    
    
    
    100.0
    %
    
    $
    48,948
    
    
    
    100.0
    %Total Costs and Expenses:Food and Beverage Costs
    
    
    7,303
    
    
    
    28.7
    
    
    
    7,326
    
    
    
    28.2
    
    
    
    13,710
    
    
    
    28.5
    
    
    
    13,888
    
    
    
    28.4Labor and Benefits
    
    
    6,479
    
    
    
    25.5
    
    
    
    7,099
    
    
    
    27.4
    
    
    
    12,815
    
    
    
    26.7
    
    
    
    13,764
    
    
    
    28.1Operating Expenses
    
    
    5,830
    
    
    
    23.0
    
    
    
    5,892
    
    
    
    22.7
    
    
    
    10,834
    
    
    
    22.5
    
    
    
    11,258
    
    
    
    23.0Depreciation &
Amortization
    
    
    1,096
    
    
    
    4.3
    
    
    
    1,247
    
    
    
    4.8
    
    
    
    2,214
    
    
    
    4.6
    
    
    
    2,489
    
    
    
    5.1Pre-opening Expenses
    
    
    
    
    
    
    
    
    
    
    284
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    506
    
    
    
    1.0General and
Administrative
    
    
    2,584
    
    
    
    10.2
    
    
    
    2,124
    
    
    
    8.2
    
    
    
    5,082
    
    
    
    10.6
    
    
    
    4,298
    
    
    
    8.8Income from Total
Company Operations (2)
    
    $
    2,112
    
    
    
    8.3
    %
    
    $
    1,969
    
    
    
    7.6
    %
    
    $
    3,396
    
    
    
    7.1
    %
    
    $
    2,745
    
    
    
    5.6
    %
 (1) Excludes sales, costs and expenses associated with our Rib Team. (2) Excludes impairment charges of approximately $3.5 million for the three and six months ended June 29, 2003.   10




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations The following discussion and analysis of financial condition and results
of operations should be read in conjunction with the accompanying unaudited
consolidated financial statements and notes, and the audited consolidated
financial statements and notes included in our Form 10-K for the fiscal year
ended December 28, 2003. Total Revenue Total revenue of approximately $25.4 million for the second quarter of
fiscal 2004 decreased approximately $537,000 or 2.1% from revenue of
approximately $25.9 million for the comparable quarter in fiscal 2003. For the
year-to-date period, total revenue of approximately $48.1 million for fiscal
2004 decreased approximately $897,000 or 1.8% from revenue of approximately
$48.9 million for the comparable year-to-date period for fiscal 2003. Restaurant Sales, net Restaurant sales for the second quarter of 2004 were approximately $23.0
million compared to approximately $24.5 million for the same period in 2003,
reflecting a 6.1% decrease. Year-to-date restaurant sales for 2004 were
approximately $43.6 million compared to approximately $46.4 million for the
year-to-date period in fiscal 2003, also reflecting a 6.1% decrease. The
decrease for both periods was a result of the closing of two restaurants in
Texas and the sale of three restaurants in Georgia to a franchise partner, both
occurring during the fourth quarter of fiscal 2003. These five restaurants had
sales of approximately $1.9 million and $3.8 million during the second quarter
and first six months of fiscal year 2003, respectively. Franchise Related Revenue Franchise related revenue consists of royalty revenue and franchise fees,
which include initial franchise fees and area development fees. Franchise
related revenue for the second quarter and first six months of fiscal 2004
increased 69.9% and 78.2% over the same periods in 2003. The year-over-year
increase reflects higher royalty revenue, primarily the result of 18
franchise-operated restaurants that opened during fiscal 2003 and 4 that opened
during the second quarter of fiscal 2004. Same Store Net Sales It is our policy to include in our same store net sales base, restaurants
that are open year round and have been open at least 18 months. Same store net
sales for company-owned restaurants for the second quarter of fiscal 2004
decreased approximately 2.4%, compared to fiscal 2003s second quarter decrease
of approximately 1.7%. Year-to-date, same store net sales for company-owned
restaurants decreased approximately 2.4%, compared to fiscal 2003s decrease of
approximately 2.2%. For the second quarter of 2004, there were 36 restaurants
included in the company-owned base and for the second quarter of 2003, there
were 31 restaurants included in the company-owned base. Same store net sales for franchise-operated restaurants for the second
quarter of 2004 decreased approximately 2.8%, compared to a decrease of
approximately 9.1% for the second quarter of fiscal 2003. Fiscal 2004 to date
franchise-operated restaurants decreased approximately 2.7%, compared to a
decrease of approximately 8.6% for the comparable period in 2003. For the
second quarter of 2004 and 2003 there were 29 and 19 restaurants, respectively,
included in the franchise-operated comparable sales base. As previously disclosed, same store net sales were expected to remain soft
due to the significant level of the 2003 discounting which was discontinued
late in fiscal 2003. Although discounting had increased restaurant traffic,
the majority of the incremental sales derived had substantially lower margins. 11




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Average Weekly Net Sales Weighted average weekly net sales for company-owned and franchise-operated
restaurants during the second quarter of fiscal 2004 were $46,437 and $53,391
respectively, compared to weighted average weekly net sales of
$45,625 and $48,848 for company-owned and franchise-operated restaurants for
the second quarter in the prior year. On a year-to-date basis weighted average weekly net sales for
company-owned and franchise-operated restaurants for fiscal 2004 were $44,041
and $51,550, respectively. In comparison, during the first six months of
fiscal 2003, weighted average weekly net sales for company-owned and
franchise-operated restaurants were $43,624 and $45,755, respectively. Food and Beverage Costs Food and beverage costs for the second quarter of fiscal 2004 were
approximately $7.3 million or 31.6% of net restaurant sales, compared to
approximately $7.3 million or 29.9% of net restaurant sales for the second
quarter of fiscal 2003. Year-to-date, food and beverage costs were
approximately $13.7 million or 31.4% of net restaurant sales compared to
approximately $13.9 million or 29.9% of net restaurant sales for the fiscal
2003 year-to-date period. The increase in food and beverage costs as a percent
of net restaurant sales was due primarily to increases in contract pricing of
pork, poultry and hamburger. We continue to watch the commodity markets
closely, and are delaying locking-in on long-term contracts until we see some
stabilization or relief in the markets. We recently renewed our brisket
contract for a three month period, realizing a $.03 per pound increase, and
renewed our hamburger contract for a one month period, realizing a $.05 per
pound increase. In addition, we continually try to identify ways to improve our margin
mix, such as through the permanent addition of salmon to our core protein
offerings and our adult beverage program initiative. During the second quarter, we initiated an adult beverage program
consisting of expanded drink offerings, a new wine list and an updated
selection of tap and bottled beers. In addition to new barware and media
support, we have also invested in training resources in support of the program.
All of our company-owned restaurants were converted to this program by the end
of the second quarter, and our franchise-operated restaurants will be converted
throughout the third quarter. Currently, our adult-beverage sale as a
percentage of our dine-in sales is approximately 11%. We expect to realize
margin improvement in the second half of the year, as a result of this
adult-beverage program in addition to a blended menu price increase of
approximately 2% that was implemented at the beginning of the third quarter. Labor and Benefits Labor and benefits for the quarter ended June 27, 2004 were approximately
$6.4 million or 28.0% of net restaurant sales, compared to approximately $7.1
million or 28.9% of net restaurant sales for the quarter ended June 29, 2003.
Year-to-date, fiscal 2004 labor and benefits were approximately $12.8 million
or 29.3% of net restaurant sales, compared to approximately $13.8 million or
29.7% of net restaurant sales for the 2003 year-to-date period. On a
year-to-date basis, the decrease in labor and benefits as a percentage of net
restaurant sales reflects a significant focus on improving controls at the
restaurant level, a lower level of medical claims experience compared to the
prior year on our self-insured medical policy, and the sale of three and
closing of two, underperforming restaurants in the prior year, fourth quarter. 12




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Operating Expenses Operating expenses for the second quarter of fiscal 2004, of approximately
$5.7 million or 24.8% of net restaurant sales, compared to operating expenses
of approximately $5.9 million or 24.0% of net restaurant sales for the second
quarter of fiscal 2003. Year-to-date operating expenses for 2004, of
approximately $10.7 million or 24.6% of net restaurant sales, compared to
operating expenses of approximately $11.2 million or 24.2% of net restaurant
sales for the year-to-date period. The increase in the percentage of operating
expenses reflects an increased level of marketing expenses and to a lesser
degree, increases in the categories of to-go supplies and repairs and
maintenance. Depreciation and Amortization Depreciation and amortization for the second quarter of 2004 was
approximately $1.1 million or 4.3% of total revenue, compared to approximately
$1.2 million or 4.8% of total revenue for the second quarter of 2003. In
comparison, during the first six months of fiscal 2004, depreciation and
amortization was approximately $2.2 million or 4.6% of total revenue, compared
to approximately $2.5 million or 5.1% of total revenue for the 2003 period. The
decrease in depreciation and amortization primarily reflects the decrease in
the number of company-owned restaurants in 2004 compared to 2003. Pre-opening Expenses No new company-owned restaurants opened during the first half of 2004.
Pre-opening expenses for the second quarter of 2003 were approximately $284,000
or 1.1% of total revenue. Pre-opening expenses for the first half of 2003 were
approximately $506,000 or 1.0% of total revenue. General and Administrative Expenses General and administrative expenses for the second quarter of 2004 were
approximately $2.6 million or 10.2% of total revenue, compared to approximately
$2.1 million or 8.2% of total revenue for the second quarter of 2003. General
and administrative expenses for the first six month period of 2004 were
approximately $5.1 million or 10.6% of total revenue, compared to approximately
$4.3 million or 8.8% of total revenue for the same period in 2003. The increase
in general and administrative expenses reflects an increase in infrastructure,
primarily at the corporate office to support our growth. The increase also
reflects the capitalization of certain general and administrative costs in the
first quarter of fiscal 2003 associated with the construction of several
restaurants. Interest Expense Interest expense for the second quarter of 2004 was approximately
$468,000 or 1.8% of total revenue, compared to approximately $471,000
or 1.8%
of total revenue for the second quarter of 2003. Interest expense was
approximately $949,000 or 2.0% of total revenue for the first six months of
2004, compared to approximately $863,000 or 1.8% of total revenue for the
comparable first six months of 2003. The increase in interest expense for the
year-to-date period in dollars and as a percentage of total revenue, was
primarily the result of the capitalization of construction interest for
company-owned restaurants under construction in 2003. Other
(Expense) Income, net During the second quarter of 2004, we recorded other expense, net, of
approximately $18,000. This compares to other expense, net, of approximately
$488,000 in the second quarter of 2003, relating to costs associated with the
development of restaurants that we elected not to open. Respectively, other
income, net for the 2004 year-to-date period of approximately $46,000
compared to other expense, net of approximately $513,000 for the same period in
2003. 13




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Income Tax (Expense) Benefit For the second quarter of 2004, we recorded income tax expense of
approximately $630,000, or approximately 39.0% of income before taxes, compared
to a tax benefit of approximately $961,000 recorded during the second quarter
of 2003. In comparison, during the first six months of fiscal 2004, income tax
expense was approximately $970,000 million, 39.0% of income before taxes,
compared to a tax benefit of approximately $1.7 million or 39.0% for the 2003
period. Net Income (Loss)/Diluted Net Income (Loss) Per Share Net income for the second quarter of 2004 was approximately $996,000 or
$0.08 per diluted share, compared to a net loss of approximately $1.5 million,
or $0.13 per diluted share for the second quarter of 2003. Net income for the
six months ended June 27, 2004 was approximately $1.5 million or $0.12 per
diluted share as compared to a net loss of approximately $2.6 million or $0.23
per diluted share for the six months ended June 29, 2003. The results for the
second quarter of 2003 included pre-tax charges of approximately $3.5 million
or $0.19 per diluted share, related to impairment charges on underperforming
restaurants. The results for the first six months of fiscal 2003 included
pre-tax charges of approximately $5.6 million, or $0.30 per diluted share,
related to losses in the Isaac Hayes Blues clubs, costs associated with the
divestiture of those clubs and impairment charges on underperforming
restaurants. ANALYSIS OF FINANCIAL CONDITION Financial Condition, Liquidity and Capital Resources During the second quarter of 2004, our balance of cash and cash
equivalents was approximately $9.7 million, a decrease of approximately
$298,000 from the December 28, 2003 year-end balance, net of the
reclassification of approximately $131,000 to a restricted cash balance. The
decrease in cash and cash equivalents reflects cash utilized for our stock
re-purchase program, on which we spent approximately $4.3 million during the
second quarter of fiscal 2004, partially offset by increases in franchise
royalty revenue. Our working capital was approximately $8.4 million as of June 27, 2004
compared to approximately $9.0 million at December 28, 2003. Our quick ratio,
which measures our immediate short-term liquidity, was 1.58 at June 27, 2004
and 1.59 at December 28, 2003. The quick ratio is computed by adding cash and
cash equivalents with accounts receivable, net and dividing by total current
liabilities. The change in our working capital was primarily due to cash used
for our stock re-purchase and utilization of our current deferred tax asset. Net cash provided by operations for the first half of 2004 was
approximately $4.4 million, compared to approximately $2.7 for the first half
of 2003. Cash generated in 2004 reflects income from operations, net of
depreciation and amortization, an increase in accounts payable, partially
offset by a decrease in other current liabilities and prepaids and other
current assets. For the first six months of 2003, sources of cash generation
were primarily from income from operations, net of depreciation and
amortization and asset impairment charges. Net cash used for investing activities for the first six months of 2004
was approximately $527,000 reflecting capital expenditures offset by note
receivable payments. In comparison, during the first six months of 2003, we
used cash of approximately $6.0 million, with approximately $2.2 million used
to fund the losses and exit from our partnership in FUMUME, LLC and
approximately $3.9 million spent on capital expenditures, primarily due to
openings of new restaurants. Net cash used for financing activities was approximately $4.2 million
during the first six months of 2004, compared to a use of cash of approximately
$71,000 for the comparable period of 2003. During fiscal 2004, payments on our
common stock re-purchase program was the primary use of cash offset by proceeds
from the exercise of stock options and warrants. The use of cash during the
first six months of fiscal 2003 was primarily due to payments on long-term debt
and capital lease obligations. 14




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations Financial Condition, Liquidity and Capital Resources (continued) The following table provides aggregate information about our remaining
contractual payment obligations and the periods in which payments are due: Payments Due by Period
(in thousands) ContractualObligations
    
    Total
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    ThereafterLong Term Debt
    
    $
    12,532
    
    
    $
    183
    
    
    $
    392
    
    
    $
    427
    
    
    $
    466
    
    
    $
    507
    
    
    $
    10,557Financing Leases
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500Capital Leases
    
    
    241
    
    
    
    136
    
    
    
    97
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    Operating Leases
    
    
    43,558
    
    
    
    1,265
    
    
    
    2,587
    
    
    
    2,674
    
    
    
    2,666
    
    
    
    2,639
    
    
    
    31,727Total
    
    $
    60,831
    
    
    $
    1,584
    
    
    $
    3,076
    
    
    $
    3,109
    
    
    $
    3,132
    
    
    $
    3,146
    
    
    $
    46,784
 Critical Accounting Policies Our significant accounting policies are described in Note One to the
consolidated financial statements included in our annual report for the year
ended December 28, 2003. The accounting policies used in preparing our interim
2004 consolidated financial statements is the same as those described in our
annual report. Forward-Looking Information Certain statements contained in this report include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. All forward-looking statements in this document are based on
information currently available to us as of the date of this report, and we
assume no obligation to update any forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors may include, among others, those factors listed in
our 2003 Form 10-K filed with the SEC on March 29, 2004 and our other filings
with the SEC. Additional Information On Famous Daves We are currently subject to the informational requirements of the Exchange
Act of 1934, as amended. As a result, we are required to file periodic reports
and other information with the SEC, such as annual, quarterly and current
reports and proxy and information statements. You are advised to read this
Form 10-Q in conjunction with the other reports, proxy statements and other
documents we file from time to time with the SEC. If you would like more
information regarding Famous Daves, you may read and copy the reports, proxy
and information statements and other documents we file with the SEC, at
prescribed rates, at the SECs public reference room at 450 Fifth Street, NW,
Washington, DC 20549. You may obtain information regarding the operation of
the SECs public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC
filings are also available to the public free of charge at the SECs website.
The address of this website is http://www.sec.gov. Our most current SEC filings, such as our annual, quarterly and current
reports, proxy statements and press releases are available to the public free
of charge on our Website. The address of our Website is www.famousdaves.com.
Our Website is not intended to be, and is not, a part of this Quarterly Report
on Form 10-Q. We will provide electronic or paper copies of our SEC filings
(excluding exhibits) to any Famous Daves shareholder free of charge upon
receipt of a written request for any such filing. All requests for our SEC
filings should be sent to the attention of Investor Relations at Famous Daves,
Inc., 8091 Wallace Road, Eden Prairie, MN 55344. 15




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our financial instruments include cash and cash equivalents and long-term
debt. We include as cash and cash equivalents certificates of deposits and all
other investments with original maturities of three months or less when
purchased and which are readily convertible into known amounts of cash. Our
cash and cash equivalents are not subject to significant interest rate risk due
to the short maturities of these instruments. We have no derivative financial
instruments or derivative commodity instruments in our cash and cash
equivalents. Our total outstanding long-term debt as of June 27, 2004 was
$12.2 million. Of the outstanding long-term debt, approximately $1.2 million
consists of a variable interest rate while the remainder was subject to a fixed
interest rate. We do not see the variable interest rate long-term debt as a
significant interest rate risk. Some of the food products purchased by us are
affected by commodity pricing and are, therefore, subject to price volatility
caused by weather, production problems, delivery difficulties and other factors
that are outside our control. To control this risk in part, we have
fixed-priced purchase commitments for food from vendors. In addition, we
believe that substantially all of our food is available from several sources,
which helps to control food commodity risks. We believe we have the ability to
increase menu prices, or vary the menu options offered, if needed, in response
to a food product price increase. 
 Item 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
report. Based on their evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective. There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the end of the periods covered by this report. 16




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 PART II. OTHER INFORMATION 
 Item 1. Legal Proceedings Our Company is not a party to any material litigation and is not aware of
any threatened litigation that would have a material adverse effect on its
business. 
 Item 2. Changes In Securities, Use Of Proceeds And Issuer Purchases Of Equity
Securities Except as otherwise noted below, all share repurchases were made pursuant
to open-market transactions under the publicly announced repurchase program
approved by our Board of Directors. The following table includes information
about our share repurchases for the quarter ended June 27, 2004. Maximum Number (orTotal Number of
    
    Approximate DollarShares (or Units)
    
    Value) of SharesPurchased as Part
    
    (or Units) that MayTotal Number of
    
    
    
    
    
    of Publicly
    
    Yet be PurchasedShares (or Units)
    
    Average Price Paid
    
    Announced Plans or
    
    Under the Plans orPeriod
    
    Purchased
    
    per Share (or Unit)
    
    Programs
    
    Programs (1)Month #1
(March 29, 2004  April 25, 2004)
    
    
    0
    
    
    
    
    
    
    
    0
    
    

    
    Month #2
(April 26, 2004  May 23, 2004)
    
    
    30,600
    
    
    $
    7.29
    
    
    
    30,600
    
    
    
    969,400Month #3
(May 24, 2004  June 27, 2004)
    
    
    531,700
    (2)(3)
    
    $
    7.80
    
    
    
    562,300
    
    
    
    437,700
  (1)
    
    On May 12, 2004, we announced that our Board of Directors approved a
program to repurchase up to 1,000,000 shares of our common stock. The
Board did not establish a formal expiration date for this program.  (2)
    
    Includes 200,000 shares purchased on June 4, 2004 pursuant to a private
transaction with our founder and former chairman, who is a significant
shareholder.  (3)
    
    Includes 250,000 shares purchased on June 7, 2004 pursuant to a private
transaction. 17




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
Managements Discussion and Analysis of
Financial Condition and Results of Operations 
 Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders was held on May 12, 2004. At the
Annual Meeting Grant Thorton, LLP was ratified as independent auditors of the
company for fiscal 2004 and all of managements nominees for directors as
listed in the proxy statement for the Annual Meeting were elected with the
following vote: Affirmative Votes
    
    Authority WithheldCardwell, Jr., F. Lane
    
    
    10,349,871
    
    
    
    34,229Dahlberg, K. Jeffrey
    
    
    8,983,282
    
    
    
    1,400,818Goronkin, David
    
    
    10,350,381
    
    
    
    33,719Jeffries, Mary
    
    
    10,346,806
    
    
    
    37,294Monfort, Richard L.
    
    
    10,351,586
    
    
    
    32,514Riesen, Dean A.
    
    
    12,280,443
    
    
    
    103,657
 
 Item 5. Other Information The Companys Board of Directors has determined that K. Jeffrey Dahlberg,
Chairman of the Board and a member of the compensation committee, is an
independent director, as such term is defined in Section 4200(a) (15) of the
National Association of Securities Dealers listing standards. Mr. Dahlbergs
role as Chairman of the Board is solely as a non-employee director who chairs
the meetings of the Companys Board of Directors. Mr. Dahlberg is not an
employee of the Company and has not received compensation from the Company
other than related his service as a director and committee member, which
compensation has been consistent with the compensation received by the
Companys other outside directors. 
 Item 6. Exhibits and Reports on Form 8-K (a)         Exhibits  31.1
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. (b)         Reports on Form 8-K  Filed during the quarter for which this report is filed:Form 8-K, filed April 26, 2004 announcing our first quarter 2004 results.Form 8-K, filed May 14, 2004 announcing the authorization of a stock
repurchase program.Form 8-K, filed June 7, 2004 announcing the re-purchase of 200,000
shares of common stock from our founder and former Chairman of the
Board. 18




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SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized. FAMOUS DAVES OF AMERICA, INC.
(Registrant) Dated: August 10, 2004
    
    By
    
    /s/ David GoronkinDavid GoronkinChief Executive Officer and President(Principal Executive Officer)Dated: August 10, 2004
    
    
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelVice President, Chief Financial Officer and Secretary(Principal Financial and Accounting Officer)




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Index to Exhibits (a)         Exhibits  31.1
    
    Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.