##### 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 July 4, 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  (952) 294-1300
 þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non- Accelerated Filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




---



##### 



FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Consolidated Financial StatementsConsolidated Balance Sheets
As of July 4, 2010 and January 3, 2010
    
    
    3Consolidated Statements of Operations
For the three and six months ended July 4, 2010 and
June 28, 2009
    
    
    4Consolidated Statements of Cash Flows
For the six months ended July 4, 2010 and June 28, 2009
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4
    
    Controls and Procedures
    
    
    27PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    27Item 2
    
    Purchases of Equity Securities by the Issuer
    
    
    28Item 6
    
    Exhibits
    
    
    29SIGNATURESCERTIFICATIONSEX-31.1EX-31.2EX-32.1




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
JULY 4, 2010 AND JANUARY 3, 2010  (in thousands, except share and per share data)
 July 4,2010
    
    
    January 3,(Unaudited)
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,789
    
    
    $
    2,996Restricted cash
    
    
    336
    
    
    
    627Accounts receivable, net
    
    
    3,459
    
    
    
    3,279Inventories
    
    
    2,462
    
    
    
    2,198Deferred tax asset
    
    
    703
    
    
    
    714Prepaid expenses and other current assets
    
    
    2,342
    
    
    
    1,845Current portion of notes receivable
    
    
    445
    
    
    
    823Total current assets
    
    
    11,536
    
    
    
    12,482Property, equipment and leasehold improvements, net
    
    
    60,941
    
    
    
    54,818Other assets:Notes receivable, less current portion
    
    
    149
    
    
    
    327Deferred tax asset
    
    
    
    
    
    
    206Other assets
    
    
    3,350
    
    
    
    548$
    75,976
    
    
    $
    68,381LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and financing lease obligation
    
    $
    517
    
    
    $
    162Accounts payable
    
    
    3,897
    
    
    
    3,974Accrued compensation and benefits
    
    
    3,673
    
    
    
    4,337Other current liabilities
    
    
    5,135
    
    
    
    3,991Total current liabilities
    
    
    13,222
    
    
    
    12,464Long-term liabilities:Line of credit
    
    
    12,500
    
    
    
    13,500Long-term debt, less current portion
    
    
    6,352
    
    
    
    Financing lease obligation less current portion
    
    
    4,382
    
    
    
    4,490Deferred tax liability
    
    
    547
    
    
    
    Other liabilities
    
    
    5,046
    
    
    
    4,933Total liabilities
    
    
    42,049
    
    
    
    35,387Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized,
 8,582,000 and 9,202,000 shares issued and outstanding at
July 4, 2010 and January 3, 2010, respectively
    
    
    86
    
    
    
    92Additional paid-in capital
    
    
    13,232
    
    
    
    17,536Retained earnings
    
    
    20,609
    
    
    
    15,366Total shareholders equity
    
    
    33,927
    
    
    
    32,994$
    75,976
    
    
    $
    68,381
  - 3 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
JULY 4, 2010 AND JUNE 28, 2009  (in thousands, except share and per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue:Restaurant sales, net
    
    $
    36,213
    
    
    $
    31,546
    
    
    $
    64,606
    
    
    $
    60,837Franchise royalty revenue
    
    
    4,214
    
    
    
    4,434
    
    
    
    8,196
    
    
    
    8,609Franchise fee revenue
    
    
    50
    
    
    
    
    
    
    
    90
    
    
    
    75Licensing and other revenue
    
    
    272
    
    
    
    345
    
    
    
    456
    
    
    
    591Total revenue
    
    
    40,749
    
    
    
    36,325
    
    
    
    73,348
    
    
    
    70,112Costs and expenses:Food and beverage costs
    
    
    10,617
    
    
    
    9,506
    
    
    
    18,944
    
    
    
    18,284Labor and benefits costs
    
    
    11,024
    
    
    
    9,372
    
    
    
    20,273
    
    
    
    18,683Operating expenses
    
    
    9,616
    
    
    
    8,182
    
    
    
    17,244
    
    
    
    15,732Depreciation and amortization
    
    
    1,377
    
    
    
    1,269
    
    
    
    2,669
    
    
    
    2,581General and administrative expenses
    
    
    3,914
    
    
    
    3,975
    
    
    
    7,726
    
    
    
    8,275Asset impairment and estimated lease
termination and other closing costs
    
    
    2
    
    
    
    (433
    )
    
    
    (72
    )
    
    
    (327
    )Pre-opening expenses
    
    
    54
    
    
    
    
    
    
    
    81
    
    
    
    Gain on acquisition, net of acquisition costs
    
    
    
    
    
    
    
    
    
    
    (2,036
    )
    
    
    Net loss on disposal of property
    
    
    8
    
    
    
    6
    
    
    
    8
    
    
    
    6Total costs and expenses
    
    
    36,612
    
    
    
    31,877
    
    
    
    64,837
    
    
    
    63,234Income from operations
    
    
    4,137
    
    
    
    4,448
    
    
    
    8,511
    
    
    
    6,878Other (expense) income:Loss on early extinguishment of debt
    
    
    
    
    
    
    (449
    )
    
    
    
    
    
    
    (449
    )Interest expense
    
    
    (262
    )
    
    
    (426
    )
    
    
    (562
    )
    
    
    (900
    )Interest income
    
    
    20
    
    
    
    33
    
    
    
    59
    
    
    
    67Other expense, net
    
    
    (12
    )
    
    
    (18
    )
    
    
    (4
    )
    
    
    (8
    )Total other expense
    
    
    (254
    )
    
    
    (860
    )
    
    
    (507
    )
    
    
    (1,290
    )Income before income taxes
    
    
    3,883
    
    
    
    3,588
    
    
    
    8,004
    
    
    
    5,588Income tax expense
    
    
    (1,347
    )
    
    
    (1,220
    )
    
    
    (2,761
    )
    
    
    (1,900
    )Net income
    
    $
    2,536
    
    
    $
    2,368
    
    
    $
    5,243
    
    
    $
    3,688Basic net income per
common share
    
    $
    0.29
    
    
    $
    0.26
    
    
    $
    0.59
    
    
    $
    0.41Diluted net income per
common share
    
    $
    0.29
    
    
    $
    0.26
    
    
    $
    0.58
    
    
    $
    0.40Weighted average common shares outstanding  basic
    
    
    8,649,000
    
    
    
    9,105,000
    
    
    
    8,824,000
    
    
    
    9,094,000Weighted average common shares outstanding  diluted
    
    
    8,810,000
    
    
    
    9,212,000
    
    
    
    8,986,000
    
    
    
    9,149,000
  - 4 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS
JULY 4, 2010 AND JUNE 28, 2009  (in thousands)(Unaudited)
 Six Months EndedJuly 4,
    
    
    June 28,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    5,243
    
    
    $
    3,688Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    2,669
    
    
    
    2,581Gain on acquisition of restaurants
    
    
    (2,343
    )
    
    
    Asset impairment and estimated lease termination and other closing costs
    
    
    (72
    )
    
    
    (327
    )Amortization of deferred financing costs
    
    
    27
    
    
    
    30Net loss on disposal of property
    
    
    8
    
    
    
    6Inventory reserve
    
    
    
    
    
    
    25Loss on early extinguishment of debt
    
    
    
    
    
    
    99Deferred income taxes
    
    
    764
    
    
    
    Deferred rent
    
    
    266
    
    
    
    147Stock-based compensation
    
    
    632
    
    
    
    375Changes in operating assets and liabilities; net of acquisition:Restricted cash
    
    
    291
    
    
    
    454Accounts receivable, net
    
    
    (445
    )
    
    
    94Inventories
    
    
    (139
    )
    
    
    (88
    )Prepaid expenses and other current assets
    
    
    (449
    )
    
    
    674Deposits
    
    
    (26
    )
    
    
    55Accounts payable
    
    
    (121
    )
    
    
    (879
    )Accrued compensation and benefits
    
    
    (733
    )
    
    
    416Other current liabilities
    
    
    781
    
    
    
    (42
    )Long-term deferred compensation
    
    
    33
    
    
    
    14Cash flows provided by operating activities
    
    
    6,386
    
    
    
    7,322Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (1,707
    )
    
    
    (466
    )Acquisition of restaurants
    
    
    (6,822
    )
    
    
    Payments received on notes receivable
    
    
    209
    
    
    
    24Cash flows used for investing activities
    
    
    (8,320
    )
    
    
    (442
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    6,800
    
    
    
    Proceeds from draws on line of credit
    
    
    8,500
    
    
    
    5,000Payments on line of credit
    
    
    (9,500
    )
    
    
    (8,500
    )Payments for debt issuance costs
    
    
    
    
    
    
    (45
    )Payments on long-term debt and financing lease obligation
    
    
    (200
    )
    
    
    (3,128
    )(Payments) proceeds from exercise of stock options
    
    
    (5
    )
    
    
    37Tax benefit for equity awards issued
    
    
    59
    
    
    
    5Repurchase of common stock
    
    
    (4,927
    )
    
    
    Cash flows provided by (used for) financing activities
    
    
    727
    
    
    
    (6,631
    )(Decrease) increase in cash and cash equivalents
    
    
    (1,207
    )
    
    
    249Cash and cash equivalents, beginning of period
    
    
    2,996
    
    
    
    1,687Cash and cash equivalents, end of period
    
    $
    1,789
    
    
    $
    1,936
  - 5 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
    (2) Net Income Per Common Share
   Three Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,(in thousands, except per-share data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net income per common share  basic:Net income
    
    $
    2,536
    
    
    $
    2,368
    
    
    $
    5,243
    
    
    $
    3,688Weighted average shares outstanding
    
    
    8,649
    
    
    
    9,105
    
    
    
    8,824
    
    
    
    9,094Net income per common share  basic
    
    $
    0.29
    
    
    $
    0.26
    
    
    $
    0.59
    
    
    $
    0.41Net income per common share  diluted:Net income
    
    $
    2,536
    
    
    $
    2,368
    
    
    $
    5,243
    
    
    $
    3,688Weighted average shares outstanding
    
    
    8,649
    
    
    
    9,105
    
    
    
    8,824
    
    
    
    9,094Dilutive impact of common stock
equivalents outstanding
    
    
    161
    
    
    
    107
    
    
    
    162
    
    
    
    55Adjusted weighted average shares outstanding
    
    
    8,810
    
    
    
    9,212
    
    
    
    8,986
    
    
    
    9,149Net income per common share  diluted
    
    $
    0.29
    
    
    $
    0.26
    
    
    $
    0.58
    
    
    $
    0.40
  - 6 -




---



##### Table of Contents



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 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Credit Facility and Debt Covenants and Long-Term Debt
(continued)
     (6) Other Liabilities
  July 4,
    
    
    January 3,(in thousands)
    
    2010
    
    
    2010Deferred rent
    
    $
    4,657
    
    
    $
    4,404Lease termination costs
    
    
    
    
    
    
    304Asset retirement obligations
    
    
    93
    
    
    
    89Other liabilities
    
    $
    296
    
    
    
    1365,046
    
    
    $
    4,933
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases
 Stock-based Compensation
  - 8 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share Repurchases (continued)
 Three Months Ended
    
    
    Six Months EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,(in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Performance Share Programs:Fiscal 2007  2009
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    16Fiscal 2008  2010
    
    
    24
    
    
    
    27
    
    
    
    51
    
    
    
    55Fiscal 2009  2011
    
    
    61
    
    
    
    64
    
    
    
    122
    
    
    
    128Fiscal 2010  2012
    
    
    95
    
    
    
    
    
    
    
    191
    
    
    
    Performance Shares
    
    $
    180
    
    
    $
    99
    
    
    $
    364
    
    
    $
    199Director Shares
    
    
    63
    
    
    
    84
    
    
    
    200
    
    
    
    84Stock Options
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    24Restricted Stock Units
    
    
    34
    
    
    
    34
    
    
    
    68
    
    
    
    68$
    277
    
    
    $
    237
    
    
    $
    632
    
    
    $
    375
 Performance Shares
    - 9 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
  No. ofTarget No. of
    
    Performance SharesPerformance
    
    Performance Shares
    
    (Outstanding at
    
    Estimated Payout ofAward Date
    
    Share Program
    
    (Originally Granted)(1)
    
    July 4, 2010)(1)(2)
    
    Performance Shares12/31/2007
    
    
    2008  2010
    
    
    
    78,800
    
    
    
    27,000
    
    
    
    24,495
    (4)12/29/2008
    
    
    2009  2011
    (3)
    
    
    280,300
    
    
    
    267,100
    
    
    
    267,100
    (5)1/4/2010
    
    
    2010  2012
    
    
    
    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 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
   Stock Options
 Number of
    
    
    Weighted Average(number of options in thousands)
    
    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
    
    
    $
    5.88Options Exercisable at July 4, 2010
    
    
    324
    
    
    $
    5.88
 Common Share Repurchases
  Employee Stock Purchase Plan
   (8) Retirement Savings Plans
 401(k) Plan
 - 11 -




---



##### Table of Contents



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




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (9) Asset
Impairment and Estimated Lease Termination and Other Closing Costs
(continued)
  - 13 -




---



##### Table of Contents



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
acquired
    
    $
    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.   - 14 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (10) Acquisition of Seven Restaurants in New York and New Jersey (continued)
  Three Months Ended
    
    Six Months EndedPro Forma Results (unaudited)
    
    July 4,
    
    June 28,
    
    July 4,
    
    June 28,(in thousands, except per share data)
    
    2010
    
    2009
    
    2010
    
    2009Revenue
    
    $
    40,749
    
    
    $
    41,221
    
    
    $
    75,694
    
    
    $
    79,516Net income
    
    $
    2,536
    
    
    $
    2,698
    
    
    $
    5,289
    
    
    $
    5,523Net income per common share-basic
    
    $
    0.29
    
    
    $
    0.30
    
    
    $
    0.60
    
    
    $
    0.61Net income per common share-diluted
    
    $
    0.29
    
    
    $
    0.29
    
    
    $
    0.59
    
    
    $
    0.60
 
 (11)
    
    Supplemental Cash Flow Information Six Months EndedJuly 4,
    
    June 28,(in thousands)
    
    2010
    
    2009Cash paid for interest
    
    $
    525
    
    
    $
    892Cash paid for taxes
    
    $
    328
    
    
    $
    246Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    168
    
    
    $
    75Reclassification 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
    
    
    $
    Issuance of common stock to independent board members
    
    $
    
    
    
    $
    322
 - 15 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
  Fiscal Year
 st
 Revenue
  Costs and Expenses
  - 16 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 General and Administrative Expenses
   Three Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,2010
    
    
    2009
    
    
    2010
    
    
    2009Food and beverage costs (1)
    
    
    29.3
    %
    
    
    30.1
    %
    
    
    29.3
    %
    
    
    30.1
    %Labor and benefits (1)
    
    
    30.4
    %
    
    
    29.7
    %
    
    
    31.4
    %
    
    
    30.7
    %Operating expenses (1)
    
    
    26.6
    %
    
    
    25.9
    %
    
    
    26.7
    %
    
    
    25.9
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.4
    %
    
    
    3.6
    %
    
    
    3.7
    %
    
    
    3.8
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %General and administrative expenses (2)
    
    
    9.6
    %
    
    
    10.9
    %
    
    
    10.5
    %
    
    
    11.8
    %Pre-opening expenses and net loss on disposal of property(1)
    
    
    0.1
    %
    
    
    
    
    
    
    0.1
    %
    
    
    Asset impairment and estimated lease termination and other closing
costs (1)
    
    
    
    
    
    
    (1.4
    %)
    
    
    (0.1
    %)
    
    
    (0.5
    %)Gain on acquisition, net of acquisition costs (1)
    
    
    
    
    
    
    
    
    
    
    (3.2
    %)
    
    
    Total costs and expenses (2)
    
    
    89.8
    %
    
    
    87.8
    %
    
    
    88.4
    %
    
    
    90.2
    %Income from operations (2)
    
    
    10.2
    %
    
    
    12.2
    %
    
    
    11.6
    %
    
    
    9.8
    %
 
 (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 netted a loss of $24,000 and $13,000
for the three months ended July 4, 2010 and June 28, 2009, respectively. The Rib Team netted
a loss of $34,000 and $28,000 for the six months ended July 4, 2010 and June 28, 2009,
respectively. Our Rib Team travels around the country introducing people to our brand of
barbeque, building brand awareness.  Total Revenue
  - 17 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Restaurant Sales, net
  Franchise-Related Revenue
   Licensing and Other Revenue
   Same Store Net Sales
  - 18 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
    Average Weekly Net Sales and Operating Weeks
  Three Months Ended
    
    
    Six Months EndedJuly 4,
    
    
    June 28,
    
    
    July 4,
    
    
    June 28,2010
    
    
    2009
    
    
    2010
    
    
    2009Average Weekly Net Sales:Company-Owned
    
    $
    53,471
    
    
    $
    52,667
    
    
    $
    49,833
    
    
    $
    50,278Full-Service
    
    $
    55,135
    
    
    $
    54,220
    
    
    $
    51,517
    
    
    $
    52,202Counter-Service
    
    $
    37,828
    
    
    $
    39,930
    
    
    $
    34,819
    
    
    $
    35,929Franchise-Operated
    
    $
    56,518
    
    
    $
    56,441
    
    
    $
    54,401
    
    
    $
    55,567AWS 2005 and Post 2005: (1)
Company-Owned
    
    $
    60,107
    
    
    $
    62,359
    
    
    $
    56,712
    
    
    $
    60,694Franchise-Operated
    
    $
    60,657
    
    
    $
    62,179
    
    
    $
    58,643
    
    
    $
    61,528AWS Pre-2005: (1)
Company-Owned
    
    $
    49,650
    
    
    $
    49,246
    
    
    $
    46,377
    
    
    $
    46,654Franchise-Operated
    
    $
    49,519
    
    
    $
    48,225
    
    
    $
    47,423
    
    
    $
    47,252Operating Weeks:Company-Owned
    
    
    676
    
    
    
    598
    
    
    
    1,289
    
    
    
    1,209Franchise-Operated
    
    
    1,593
    
    
    
    1,656
    
    
    
    3,219
    
    
    
    3,250
 
 (1)
    
    Provides further delineation of AWS for restaurants opened during the
pre-fiscal 2005, and restaurants opened during the fiscal 2005 and post-fiscal 2005,
timeframes. - 19 -




---



##### Table of Contents



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




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
    Depreciation and Amortization
   Pre-opening Expenses
   General and Administrative Expenses
  - 21 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
   Performance
    
    Restricted
    
    
    Board of Directors
    
    
    Board of DirectorsShares
    
    Stock Units
    
    
    Shares
    
    
    Cash Compensation
    
    
    Total$
    724
    
    $
    136
    
    
    $
    231
    
    
    $
    255
    
    
    $
    1,346
  Interest Expense
   Interest Income
  Provision for Income Taxes
  - 22 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Basic and Diluted Net Income Per Common Share
   Financial Condition, Liquidity and Capital Resources
      - 23 -




---



##### Table of Contents



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




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Contractual Obligations
    Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Forward-Looking Information
    - 25 -




---



##### Table of Contents



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




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  - 27 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
   Maximum Number(or ApproximateDollar Value) ofTotal Number of Shares
    
    SharesAverage Price Paid
    
    (or Units)
    
    (or Units)Total Number of
    
    per
    
    Purchased as Part of
    
    that May Yet beShares
    
    Share(1)
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    (or Units) Purchased
    
    (or Unit)
    
    Plans or Programs
    
    Plans or ProgramsMonth #4 (April 5, 2010  May 2, 2010)
    
    
    -0-
    
    
    $
    
    
    
    
    -0-
    
    
    
    463,190Month #5 (May 3, 2010  May 30, 2010)
    
    
    159,700
    
    
    $
    8.68
    
    
    
    159,700
    
    
    
    303,490Month #6 (May 31, 2010  July 4, 2010)
    
    
    64,450
    
    
    $
    8.60
    
    
    
    64,450
    
    
    
    239,040
 
 (1)
    
    Excluding commissions. - 28 -




---



##### 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.
 - 29 -




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
        (Registrant)Dated:  August 12, 2010
    By:
    /s/ Christopher ODonnellChristopher ODonnellPresident and Chief Executive Officer
Director (Principal Executive Officer)Dated:  August 12, 2010
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)