##### 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 June 29, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-21625
 
 FAMOUS DAVES of AMERICA, INC.
  Minnesota
    
    41-1782300(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  (952) 294-1300
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ




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##### 



FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Consolidated Financial StatementsConsolidated Balance Sheets As of June 29, 2008 and December 30, 2007
    
    
    3Consolidated Statements of Operations For the three and six months ended June 29, 2008 and July 1, 2007
    
    
    4Consolidated Statements of Cash Flows For the six months ended June 29, 2008  and July 1, 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4
    
    Controls and Procedures
    
    
    28PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    29Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    29Item 5
    
    Other Information
    
    
    30Item 6
    
    Exhibits
    
    
    31SIGNATURESCERTIFICATIONSAmended and Restated 2005 Stock Incentive Plan302 Certification of Chief Executive Officer302 Certification of Chief Financial OfficerSection 906 CertificationsPress Release




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 JUNE 29, 2008 AND DECEMBER 30, 2007
 (in thousands, except share and per-share data)
 June 29,
    
    
    December 30,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,015
    
    
    $
    1,538Restricted cash
    
    
    1,531
    
    
    
    2,420Accounts receivable, net
    
    
    5,088
    
    
    
    5,098Inventories
    
    
    2,096
    
    
    
    1,987Deferred tax asset
    
    
    933
    
    
    
    1,643Prepaid expenses and other current assets
    
    
    1,100
    
    
    
    1,477Notes receivable
    
    
    75
    
    
    
    92Total current assets
    
    
    11,838
    
    
    
    14,255Property, equipment and leasehold improvements, net
    
    
    57,737
    
    
    
    57,243Other assets:Notes receivable, less current portion
    
    
    1,135
    
    
    
    1,165Deferred tax asset, less current portion
    
    
    511
    
    
    
    511Other assets
    
    
    821
    
    
    
    768$
    72,042
    
    
    $
    73,942LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    10,500
    
    
    $
    13,000Current portion of long-term debt
    
    
    409
    
    
    
    270Accounts payable
    
    
    6,116
    
    
    
    6,647Accrued compensation and benefits
    
    
    2,449
    
    
    
    3,011Other current liabilities
    
    
    3,322
    
    
    
    5,157Total current liabilities
    
    
    22,796
    
    
    
    28,085Long-term liabilities:Long-term debt, less current portion
    
    
    6,753
    
    
    
    6,899Financing leases
    
    
    4,727
    
    
    
    4,794Other liabilities
    
    
    3,994
    
    
    
    3,764Total liabilities
    
    
    38,270
    
    
    
    43,542Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized
9,650,000 and 9,606,000 shares issued and outstanding at
June 29, 2008 and December 30, 2007, respectively
    
    
    97
    
    
    
    96Additional paid-in capital
    
    
    21,292
    
    
    
    21,028Retained earnings
    
    
    12,383
    
    
    
    9,276Total shareholders equity
    
    
    33,772
    
    
    
    30,400$
    72,042
    
    
    $
    73,942
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 JUNE 29, 2008 AND JULY 1, 2007
 (in thousands, except share and per share data)
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 29,
    
    
    July 1,
    
    
    June 29,
    
    
    July 1,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue:Restaurant sales, net
    
    $
    33,565
    
    
    $
    28,726
    
    
    $
    62,812
    
    
    $
    53,667Franchise royalty revenue
    
    
    4,661
    
    
    
    4,132
    
    
    
    8,828
    
    
    
    7,781Franchise fee revenue
    
    
    232
    
    
    
    241
    
    
    
    347
    
    
    
    556Licensing and other revenue
    
    
    316
    
    
    
    436
    
    
    
    502
    
    
    
    534Total revenue
    
    
    38,774
    
    
    
    33,535
    
    
    
    72,489
    
    
    
    62,538Costs and expenses:Food and beverage costs
    
    
    10,292
    
    
    
    8,661
    
    
    
    19,231
    
    
    
    16,272Labor and benefits
    
    
    9,728
    
    
    
    8,323
    
    
    
    18,910
    
    
    
    15,803Operating expenses
    
    
    9,172
    
    
    
    7,261
    
    
    
    16,665
    
    
    
    13,454Depreciation and amortization
    
    
    1,268
    
    
    
    1,130
    
    
    
    2,729
    
    
    
    2,285General and administrative expenses
    
    
    4,380
    
    
    
    4,573
    
    
    
    9,033
    
    
    
    8,696Pre-opening expenses
    
    
    49
    
    
    
    36
    
    
    
    303
    
    
    
    42Loss on disposal of property
    
    
    12
    
    
    
    82
    
    
    
    6
    
    
    
    100Total costs and expenses
    
    
    34,901
    
    
    
    30,066
    
    
    
    66,877
    
    
    
    56,652Income from operations
    
    
    3,873
    
    
    
    3,469
    
    
    
    5,612
    
    
    
    5,886Other expense:Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12
    )Interest expense
    
    
    (463
    )
    
    
    (350
    )
    
    
    (974
    )
    
    
    (713
    )Interest income
    
    
    41
    
    
    
    77
    
    
    
    99
    
    
    
    153Other (expense) income, net
    
    
    (29
    )
    
    
    38
    
    
    
    (30
    )
    
    
    42Total other expense
    
    
    (451
    )
    
    
    (235
    )
    
    
    (905
    )
    
    
    (530
    )Income before income taxes
    
    
    3,422
    
    
    
    3,234
    
    
    
    4,707
    
    
    
    5,356Income tax expense
    
    
    (1,150
    )
    
    
    (1,095
    )
    
    
    (1,600
    )
    
    
    (1,815
    )Net income
    
    $
    2,272
    
    
    $
    2,139
    
    
    $
    3,107
    
    
    $
    3,541Basic net income per
common share
    
    $
    0.24
    
    
    $
    0.21
    
    
    $
    0.32
    
    
    $
    0.35Diluted net income per
common share
    
    $
    0.23
    
    
    $
    0.21
    
    
    $
    0.32
    
    
    $
    0.34Weighted average common shares
outstanding  basic
    
    
    9,633,000
    
    
    
    10,068,000
    
    
    
    9,622,000
    
    
    
    10,099,000Weighted average common shares
outstanding  diluted
    
    
    9,795,000
    
    
    
    10,431,000
    
    
    
    9,784,000
    
    
    
    10,459,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 JUNE 29, 2008 AND JULY 1, 2007
 (in thousands)
 (Unaudited)
 Six Months EndedJune 29,
    
    
    July 1,2008
    
    
    2007Cash flows from operating activitiesNet income
    
    $
    3,107
    
    
    $
    3,541Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    2,729
    
    
    
    2,285Amortization of deferred financing costs
    
    
    (4
    )
    
    
    28Loss on disposal of property
    
    
    6
    
    
    
    100Gain on elimination of liability
    
    
    
    
    
    
    (49
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    12Deferred income taxes
    
    
    709
    
    
    
    216Deferred rent
    
    
    258
    
    
    
    150Stock-based compensation
    
    
    597
    
    
    
    1,024Changes in operating assets and liabilities:Restricted cash
    
    
    889
    
    
    
    47Accounts receivable, net
    
    
    10
    
    
    
    (329
    )Inventories
    
    
    (109
    )
    
    
    (30
    )Prepaid expenses and other current assets
    
    
    377
    
    
    
    552Deposits
    
    
    (15
    )
    
    
    23Accounts payable
    
    
    (531
    )
    
    
    (360
    )Accrued compensation and benefits
    
    
    (738
    )
    
    
    (531
    )Other current liabilities
    
    
    (534
    )
    
    
    4Long-term deferred compensation
    
    
    (27
    )
    
    
    136Cash flows provided by operations
    
    
    6,724
    
    
    
    6,819Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (4,418
    )
    
    
    (3,415
    )Sale of restaurant to franchise partner
    
    
    
    
    
    
    1,753Payments received on notes receivable
    
    
    47
    
    
    
    90Cash flows used for investing activities
    
    
    (4,371
    )
    
    
    (1,572
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    (34
    )
    
    
    Proceeds from draws on line of credit
    
    
    9,500
    
    
    
    5,500Payments on line of credit
    
    
    (12,000
    )
    
    
    (5,500
    )Payments on long-term debt and financing leases
    
    
    (186
    )
    
    
    (1,073
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    158Tax benefit of stock-options exercised
    
    
    
    
    
    
    121Repurchase of common stock
    
    
    (156
    )
    
    
    (2,973
    )Cash flows used for financing activities
    
    
    (2,876
    )
    
    
    (3,767
    )(Decrease) Increase in cash and cash equivalents
    
    
    (523
    )
    
    
    1,480Cash and cash equivalents, beginning of period
    
    
    1,538
    
    
    
    1,455Cash and cash equivalents, end of period
    
    $
    1,015
    
    
    $
    2,935
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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
    
    
    Six MonthsEnded
    
    
    EndedJune 29,
    
    
    July 1,
    
    
    June 29,
    
    
    July 1,(in thousands, except per-share data)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net income per common share  basic:Net income
    
    $
    2,272
    
    
    $
    2,139
    
    
    $
    3,107
    
    
    $
    3,541Weighted average shares outstanding
    
    
    9,633
    
    
    
    10,068
    
    
    
    9,622
    
    
    
    10,099Net income per common share  basic
    
    $
    0.24
    
    
    $
    0.21
    
    
    $
    0.32
    
    
    $
    0.35Net income per common share  diluted:Net income
    
    $
    2,272
    
    
    $
    2,139
    
    
    $
    3,107
    
    
    $
    3,541Weighted average shares outstanding
    
    
    9,633
    
    
    
    10,068
    
    
    
    9,622
    
    
    
    10,099Dilutive impact of common stock
equivalents outstanding
    
    
    162
    
    
    
    363
    
    
    
    162
    
    
    
    360Adjusted weighted average shares outstanding
    
    
    9,795
    
    
    
    10,431
    
    
    
    9,784
    
    
    
    10,459Net income per common share  diluted
    
    $
    0.23
    
    
    $
    0.21
    
    
    $
    0.32
    
    
    $
    0.34
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (3) Allowance for Doubtful Accounts
  (4) Public Relations and Marketing Development Fund and Restricted Cash
  (5) Credit Facility
     - 7 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Credit Facility (continued)
   (6) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases
 Stock-based Compensation
  Three Months Ended
    
    
    Six Months EndedJune 29,
    
    
    July 1,
    
    
    June 29,
    
    
    July 1,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Performance Share Programs:Fiscal 2005  2007 (1)
    
    $
    
    
    
    $
    85
    
    
    $
    
    
    
    $
    186Fiscal 2006  2008 (1)
    
    
    19
    
    
    
    68
    
    
    
    55
    
    
    
    135Fiscal 2007  2009 (1)
    
    
    87
    
    
    
    150
    
    
    
    174
    
    
    
    300Fiscal 2008  2010 (2)
    
    
    85
    
    
    
    
    
    
    
    137
    
    
    
    Performance Shares
    
    $
    191
    
    
    
    303
    
    
    $
    366
    
    
    $
    621Director Shares
    
    
    67
    
    
    
    119
    
    
    
    133
    
    
    
    239Stock Options(1)
    
    
    22
    
    
    
    62
    
    
    
    62
    
    
    
    164Restricted Stock Units (2)
    
    
    36
    
    
    
    
    
    
    
    36
    
    
    
    Deferred Stock Units
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    13$
    316
    
    
    $
    500
    
    
    $
    597
    
    
    $
    1,037
 
 (1)
    
    In December 2007, our Chief Executive Officer ceased employment with the
Company. As a result, we adjusted our performance share expense under these programs and
stock option expense in the fourth quarter of fiscal 2007 to reflect the cancellation of
these unearned grants.(2)
    
    We hired a new Chief Executive Officer and his employment commenced on April
21, 2008, at which time, performance share grants and a restricted stock unit grant was
made. - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (6) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases (continued)
  Stock Options
  Number of
    
    
    Weighted Average(number of options in thousands)
    
    Options
    
    
    Exercise PriceOutstanding at December 30, 2007
    
    
    399
    
    
    $
    5.57Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at March 30, 2008
    
    
    399
    
    
    $
    5.57Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at June 29, 2008
    
    
    399
    
    
    $
    5.57Options Exercisable at June 29, 2008
    
    
    382
    
    
    $
    5.57
 Performance Shares
  - 9 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (6) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases (continued)
   Target No. of
    
    Maximum No. ofPerformance Shares
    
    Performance SharesPerformance
    
    Performance Shares
    
    (Issuable assuming
    
    (Issuable assumingAward Date
    
    Share Program
    
    (Originally Granted at 100%)
    
    100% Payout Achieved) (1) (2)
    
    200% Payout Achieved) (3)12/29/2005
    
    
    2006  2008
    
    
    
    83,200
    
    
    
    38,400
    
    
    
    76,80002/21/2007
    
    
    2007  2009
    
    
    
    96,100
    
    
    
    55,800
    
    
    
    111,60012/31/2007
    
    
    2008  2010
    
    
    
    45,700
    
    
    
    45,700
    
    
    
    91,40004/21/2008
(4)
    
    
    2008  2010
    
    
    
    33,100
    
    
    
    33,100
    
    
    
    66,200
 
 (1)
    
    Net of forfeitures due to employee departures(2)
    
    Based on 100% EPS goal achieved(3)
    
    Based on 150% EPS goal achieved(4)
    
    Upon commencement of employment, the Company granted Mr. Craft 33,100 performance shares under the Companys 2008-2010 Performance Share
Program, subject to the same terms and conditions that apply to all grants made under that same program. The compensation expense of approximately
$306,000 for this grant is based on the closing stock price on the date of grant April 21, 2008, and will be recognized in equal quarterly installments
in general and administrative expense in our consolidated statements
of operations for fiscal 2008 through fiscal 2010.  Restricted Stock Units
  - 10 -




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




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




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (7) Retirement Savings Plans (continued)
  (8) Supplemental Cash Flow Information
 Six Months EndedJune 29,
    
    
    July 1,(in thousands)
    
    2008
    
    
    2007Cash paid for interest
    
    $
    888
    
    
    $
    718Cash paid for taxes
    
    $
    304
    
    
    $
    1,333Non-cash investing and financing activities:Reclassification of other current liabilities to assets held for sale
    
    $
    
    
    
    $
    19Accrued property and equipment purchases
    
    $
    1,189
    
    
    $
    295Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    177
    
    
    $
    153Deferred tax asset related to tax benefit of stock options exercised
    
    $
    
    
    
    $
    (121
    )Issuance of common stock to independent board members
    
    $
    266
    
    
    $
    478
 (9) Recent Accounting Pronouncements
  Business Combinations Noncontrolling Interest in Consolidated Financial Statements,
an amendment of ARB
 - 13 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 (10) Subsequent Events
 Acquisition of Franchise
  - 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
  (3)
 FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
OPERATING RESULTS
 Three Months
    
    Six MonthsEnded
    
    EndedJune 29,
    
    July 1,
    
    June 29,
    
    July 1,2008
    
    2007
    
    2008
    
    2007Food and beverage costs (1)
    
    
    30.7
    %
    
    
    30.2
    %
    
    
    30.6
    %
    
    
    30.3
    %Labor and benefits (1)
    
    
    29.0
    %
    
    
    29.0
    %
    
    
    30.1
    %
    
    
    29.4
    %Operating expenses (1)
    
    
    27.4
    %
    
    
    25.3
    %
    
    
    26.5
    %
    
    
    25.0
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.4
    %
    
    
    3.5
    %
    
    
    4.0
    %
    
    
    3.8
    %Depreciation & amortization (corporate level) (2)
    
    
    0.3
    %
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.4
    %General and administrative (2)
    
    
    11.3
    %
    
    
    13.6
    %
    
    
    12.5
    %
    
    
    13.9
    %Pre-opening expenses and net loss on disposal
of property(1)
    
    
    0.1
    %
    
    
    0.4
    %
    
    
    0.5
    %
    
    
    0.3
    %Total costs and expenses (2)
    
    
    90.0
    %
    
    
    89.7
    %
    
    
    92.3
    %
    
    
    90.6
    %Income from operations (2)
    
    
    10.0
    %
    
    
    10.3
    %
    
    
    7.7
    %
    
    
    9.4
    %
 
 (1)
    
    As a percentage of restaurant sales, net(2)
    
    As a percentage of total revenue(3)
    
    Data regarding our restaurant operations as presented in the table, includes sales,
costs and expenses associated with our Rib Team, which netted a loss of $18,000 and $37,000
for the three months ended June 29, 2008 and July 1, 2007, respectively. The Rib Team netted
a loss of $36,000 and $50,000 for the six months ended June 29, 2008 and July 1, 2007,
respectively. Our Rib Team travels around the country introducing people to our brand of
barbeque, building brand awareness.  - 16 -




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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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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Same Store Net Sales
       - 18 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Average Weekly Net Sales and Operating Weeks
  Three Months Ended
    
    Six Months EndedJune 29,
    
    July 1,
    
    June 29,
    
    July 1,2008
    
    2007
    
    2008
    
    2007Average Weekly Net Sales:Company-Owned
    
    $
    57,259
    
    
    $
    54,316
    
    
    $
    53,903
    
    
    $
    50,533Full-Service
    
    $
    59,649
    
    
    $
    56,271
    
    
    $
    56,267
    
    
    $
    52,550Counter-Service
    
    $
    41,725
    
    
    $
    43,061
    
    
    $
    38,629
    
    
    $
    38,847Franchise-Operated
    
    $
    61,339
    
    
    $
    60,739
    
    
    $
    58,537
    
    
    $
    58,421AWS 2005 and Post 2005: (1)Company-Owned
    
    $
    73,117
    
    
    $
    73,464
    
    
    $
    70,658
    
    
    $
    71,328Franchise-Operated
    
    $
    69,101
    
    
    $
    70,166
    
    
    $
    66,268
    
    
    $
    68,332AWS Pre-2005: (1)Company-Owned
    
    $
    53,295
    
    
    $
    52,219
    
    
    $
    49,822
    
    
    $
    48,271Franchise-Operated
    
    $
    52,180
    
    
    $
    52,388
    
    
    $
    49,578
    
    
    $
    50,110
 
 (1)
    
    Provides further delineation of AWS for restaurants opened during the pre-fiscal 2005, and
restaurants opened during the fiscal 2005 and post-fiscal 2005, timeframes. Operating Weeks:Company-Owned
    
    
    585
    
    
    
    527
    
    
    
    1,164
    
    
    
    1,060Franchise-Operated
    
    
    1,587
    
    
    
    1,386
    
    
    
    3,126
    
    
    
    2,712
  Food and Beverage Costs
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Labor and Benefits Costs
  Operating Expenses
  Depreciation and Amortization
  - 20 -




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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$ 705
    
    $128
    
    $266
    
    $85
    
    $1,184
  Loss on Disposal of Property
  Interest Expense
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Interest Income
  Provision for Income Taxes
  Basic and Diluted Net Income Per Common Share
   Financial Condition, Liquidity and Capital Resources
    - 22 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
        - 23 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
     Off-Balance Sheet Arrangements
  Contractual Obligations
   Critical Accounting Policies
  - 24 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Forward-Looking Information
    Additional Information on Famous Daves
 http://www.sec.gov.
  - 25 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 www.famousdaves.com
 - 26 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    - 27 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 4. CONTROLS AND PROCEDURES
   - 28 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 4. SUBMSSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal 1:
  Affirmative Votes
    
    Authority WithheldF. Lane Cardwell, Jr.
    
    
    7,208,068
    
    
    
    1,170,620Wilson L. Craft
    
    
    7,160,266
    
    
    
    1,218,422K. Jeffrey Dahlberg
    
    
    7,207,868
    
    
    
    1,170,820Mary L. Jeffries
    
    
    7,206,793
    
    
    
    1,171,895Richard L. Monfort
    
    
    7,208,928
    
    
    
    1,169,760Dean A. Riesen
    
    
    7,208,412
    
    
    
    1,170,276
 Proposal 2:
  Affirmative Votes
    
    Votes Against
    
    Votes Abstained7,400,777
    
    965,617
    
    12,294
 Proposal 3:
  Affirmative
    
    Votes Against
    
    Votes Abstained
    
    Broker Non-Vote4,025,786
    
    1,621,036
    
    174,246
    
    2,557,620
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 5. OTHER INFORMATION
  - 30 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6. EXHIBITS
 10.1
    
    Amended and Restated 2005 Stock Incentive Plan31.1
    
    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
2002.99.1
    
    Famous Daves of America, Inc. Press Release dated August 6, 2008.
 - 31 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated:  August 8, 2008
    By:
    /s/ Wilson L. CraftWilson L. CraftPresident and Chief Executive Officer
(Principal Executive Officer)Dated:  August 8, 2008
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)