##### Table of Contents



UNITED
STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2006
 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.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  952) 294-1300
 Common Stock, $0.01 par value
 None
 o þ
 o þ
 þ o
 þ
  o þ o
 o þ
 SM
 DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS
  
 PagePART IItem 1.
    Business
    
    
    3Item 1A.
    Risk Factors
    
    
    14Item 1B.
    Unresolved Staff Comments
    
    
    17Item 2.
    Properties
    
    
    18Item 3.
    Legal Proceedings
    
    
    20Item 4.
    Submission of Matters to a Vote of Security Holders
    
    
    20PART IIItem 5.
    Market for Registrants Common Equity and Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    21Item 6.
    Selected Financial Data
    
    
    24Item 7.
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    26Item 7A.
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    42Item 8.
    Financial Statements and Supplementary Data
    
    
    42Item 9.
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    42Item 9A.
    Controls and Procedures
    
    
    43Item 9B.
    Other Information
    
    
    43PART IIIItem 10.
    Directors and Executive Officers of the Registrant
    
    
    44Item 11.
    Executive Compensation
    
    
    44Item 12.
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    44Item 13.
    Certain Relationships and Related Transactions
    
    
    44Item 14.
    Principal Accountant Fees and Services
    
    
    44PART IVItem 15.
    Exhibits and Financial Statement Schedules
    
    
    45SIGNATURESSubsidiariesConsent of Grant Thornton LLP302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer
  2




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PART I
 
 ITEM 1. BUSINESS
 General Development of Business
  Financial Information about Segments
  Narrative Description of Business
   High Quality Food ® ®
  3




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Distinctive Environment  Décor and Music
 Broad-Based Appeal
 Operating Strategy
  Operational Excellence 
  4




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® ® ®
  Human Resources and Training 
     5




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Restaurant Operations
     6




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Off-Premise Occasions  Focus on Convenience 
   Customer Satisfaction
 Value Proposition and Guest Frequency
 7




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Marketing and Promotion
     Growth Strategy
  8




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Company-Owned Restaurant Expansion
    Franchise-Operated Restaurant Expansion
 Purchasing
   9




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Management Information Systems
      10




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Trademarks
  Franchise Program
   11




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State
    
    Number of Franchise-Operated RestaurantsArizona
    
    4California
    
    5Colorado
    
    2Connecticut
    
    1Florida
    
    2Georgia
    
    4Illinois
    
    3Indiana
    
    2Iowa
    
    3Kansas
    
    4Kentucky
    
    1Massachusetts
    
    2Michigan
    
    10Minnesota
    
    8Missouri
    
    1Montana
    
    3Nebraska
    
    4Nevada
    
    1New Hampshire
    
    1New Jersey
    
    6New York
    
    4North Dakota
    
    2Ohio
    
    3Pennsylvania
    
    3South Dakota
    
    1Tennessee
    
    5Texas
    
    1Utah
    
    4Washington
    
    2West Virginia
    
    2Wisconsin
    
    10Total
    

104
   12




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Seasonality
  Government Regulation
  13




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Associates
  
 ITEM 1A. RISK FACTORS
   14




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Our Future Revenue and Operating Income Are Dependent on Consumer Preference and Our Ability
to Successfully Execute Our Plan.
   Competition May Reduce Our Revenue and Operating Income.
    15




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Our Failure to Execute Our Franchise Program May Negatively Impact Our Revenue and Operating
Income.
   The Inability to Develop and Construct Our Restaurants Within Projected Budgets and Time
Periods Could Adversely Affect Our Business and Financial Condition.
  The Restaurant Industry is Subject to Extensive Government Regulation That Could Negatively
Impact Our Business.
  16




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We Are Subject to the Risks Associated With the Food Services Industry, Including the Risk
That Incidents of Food-borne Illnesses or Food Tampering Could Damage Our Reputation and
Reduce Our Restaurant Sales.
  Pursuant to its Authority to Designate and Issue Shares of Our Stock as it Deems Appropriate,
Our Board of Directors May Assign Rights and Privileges to Currently Undesignated Shares Which
Could Adversely Affect the Rights of Existing Shareholders.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
 None.
 17




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ITEM 2. PROPERTIES
    18




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Square
    
    Interior
    
    OwnedLocation
    
    Footage
    
    Seats
    
    or Leased
    
    
    Date Opened1
    
    Roseville, MN
    
    
    4,800
    
    
    
    105
    
    
    Leased
    
    
    June 19962
    
    Calhoun Square (Minneapolis, MN)
    
    
    10,500
    
    
    
    380
    
    
    Leased
    
    
    September 19963
    
    Maple Grove, MN(3)
    
    
    6,100
    
    
    
    146
    
    
    Owned
    (1)
    
    April 19974
    
    Highland Park (St. Paul, MN)
    
    
    5,200
    
    
    
    125
    
    
    Leased
    (5)
    
    June 19975
    
    Stillwater, MN
    
    
    5,200
    
    
    
    130
    
    
    Owned
    (1)
    
    July 19976
    
    Apple Valley, MN
    
    
    3,800
    
    
    
    90
    
    
    Owned
    (1)
    
    July 19977
    
    Forest Lake, MN
    
    
    4,500
    
    
    
    100
    
    
    Leased
    (5)
    
    October 19978
    
    Minnetonka, MN
    
    
    5,500
    
    
    
    140
    
    
    Owned
    (2)
    
    December 19979
    
    Plymouth, MN
    
    
    2,100
    
    
    
    20
    
    
    Owned
    (4)
    
    December 199710
    
    West St. Paul, MN
    
    
    6,800
    
    
    
    140
    
    
    Leased
    (5)
    
    January 199811
    
    West Des Moines, IA
    
    
    5,700
    
    
    
    150
    
    
    Leased
    
    
    April 199812
    
    Des Moines, IA
    
    
    5,800
    
    
    
    150
    
    
    Leased
    
    
    April 199813
    
    Naperville, IL
    
    
    5,500
    
    
    
    170
    
    
    Leased
    
    
    April 199814
    
    Cedar Falls, IA
    
    
    5,400
    
    
    
    130
    
    
    Leased
    
    
    September 199815
    
    Bloomington, MN
    
    
    5,400
    
    
    
    140
    
    
    Leased
    
    
    October 199816
    
    Woodbury, MN
    
    
    5,900
    
    
    
    180
    
    
    Owned
    (2)
    
    October 199817
    
    Lincoln, NE
    
    
    6,200
    
    
    
    185
    
    
    Owned
    (4)
    
    December 199918
    
    Columbia, MD
    
    
    7,200
    
    
    
    270
    
    
    Leased
    
    
    January 200019
    
    Annapolis, MD
    
    
    6,800
    
    
    
    219
    
    
    Leased
    
    
    January 200020
    
    Frederick, MD
    
    
    5,600
    
    
    
    180
    
    
    Leased
    
    
    January 200021
    
    Woodbridge, VA
    
    
    6,000
    
    
    
    219
    
    
    Leased
    
    
    January 200022
    
    Vernon Hills, IL
    
    
    6,660
    
    
    
    222
    
    
    Leased
    
    
    February 200023
    
    Addison, IL
    
    
    5,000
    
    
    
    135
    
    
    Owned
    (4)
    
    March 200024
    
    Lombard, IL
    
    
    6,500
    
    
    
    233
    
    
    Leased
    
    
    July 200025
    
    North Riverside, IL
    
    
    4,700
    
    
    
    150
    
    
    Leased
    
    
    August 200026
    
    Sterling, VA
    
    
    5,800
    
    
    
    200
    
    
    Leased
    
    
    December 200027
    
    Carpentersville, IL
    
    
    6,000
    
    
    
    191
    
    
    Leased
    
    
    February 200128
    
    Oakton, VA
    
    
    4,400
    
    
    
    184
    
    
    Leased
    
    
    May 200129
    
    Laurel, MD
    
    
    5,200
    
    
    
    165
    
    
    Leased
    
    
    August 200130
    
    Palatine, IL
    
    
    9,100
    
    
    
    249
    
    
    Leased
    
    
    August 200131
    
    Richmond I (Richmond, VA)
    
    
    5,400
    
    
    
    180
    
    
    Owned
    (2)
    
    December 200132
    
    Gaithersburg, MD
    
    
    5,000
    
    
    
    170
    
    
    Leased
    
    
    May 200233
    
    Richmond II (Richmond, VA)
    
    
    5,200
    
    
    
    158
    
    
    Owned
    (2)
    
    June 200234
    
    Orland Park, IL
    
    
    5,400
    
    
    
    158
    
    
    Leased
    
    
    June 200235
    
    Tulsa, OK
    
    
    4,700
    
    
    
    180
    
    
    Owned
    (2)
    
    September 200236
    
    Virginia Commons, VA
    
    
    5,600
    
    
    
    186
    
    
    Owned
    (2)
    
    June 200337
    
    Rogers, AR
    
    
    5,600
    
    
    
    186
    
    
    Owned
    
    
    June 200338
    
    Chantilly, VA
    
    
    6,400
    
    
    
    205
    
    
    Leased
    (5)
    
    January 200639
    
    Florence, KY
    
    
    5,900
    
    
    
    217
    
    
    Leased
    
    
    January 200640
    
    Waldorf, MD
    
    
    6,600
    
    
    
    200
    
    
    Leased
    (5)
    
    June 200641
    
    Coon Rapids, MN
    
    
    6,300
    
    
    
    160
    
    
    Owned
    (4)
    
    December 2006





|                                                           |  | 
|---------------------------------------------------------- |  | 
|All seat count and square footage amounts are approximate.

(1)
    
    Restaurant is collateral in a sale-leaseback financing.(2)
    
    Restaurant is subject to a mortgage.(3)
    
    Restaurant was converted in October 2005 from counter-service to full-service
and its square footage and interior seat
counts   were increased.(4)
    
    Restaurant land and building
is owned by the Company.(5)
    
    Restaurant land is subject to a ground lease. 19




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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  20




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Market Information
 SM SM
 SM
 2006
    
    2005Period
    
    High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    13.99
    
    
    $
    11.10
    
    
    $
    15.00
    
    
    $
    9.622nd Quarter
    
    $
    16.00
    
    
    $
    12.80
    
    
    $
    13.96
    
    
    $
    9.433rd Quarter
    
    $
    15.34
    
    
    $
    12.17
    
    
    $
    13.08
    
    
    $
    9.394th Quarter
    
    $
    17.24
    
    
    $
    14.34
    
    
    $
    12.27
    
    
    $
    10.26
 Holders
  Dividends
  Securities Authorized for Issuance under Equity Compensation Plans
  21




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Number of SecuritiesRemaining Available forWeighted-
    
    
    Future Issuance UnderNumber of Securities
    
    
    Average
    
    
    Equity Compensationto be Issued Upon
    
    
    Exercise Price of
    
    
    Plans (ExcludingExercise of
    
    
    Outstanding
    
    
    Securities Reflected inOutstanding Options
    
    
    Options
    
    
    Column (A))Plan Category
    
    (A)
    
    
    (B)
    
    
    (C)Equity compensation plans approved by shareholders:1995 Stock Option and Compensation Plan
    
    
    377,500
    
    
    
    $   4.98
    
    
    
    187,986
    (1)1998 Director Stock Option Plan
    
    
    180,500
    
    
    
    $   5.77
    
    
    
    19,5002005 Stock Incentive Plan
    
    
    10,000
    
    
    
    $ 10.98
    
    
    
    420,700
    (1)TOTAL
    
    
    568,000
    
    
    
    $   5.34
    
    
    
    628,186Equity compensation plans not approved by shareholders:1997 Employee Stock Option Plan
    
    
    159,681
    
    
    
    $   4.90
    
    
    
    151,567
    (1)TOTAL
    
    
    727,681
    
    
    
    $   5.24
    
    
    
    779,753
 
 (1)
    
    Includes shares reserved for issuance under the Companys existing Performance Share
Programs: 187,986 shares under the Management Plan, 94,019 shares under the Employee Plan and
6,400 shares under the 2005 Plan. Stock Performance Graph
    22




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Comparison of Five-Year Cumulative Total Return
Among Famous Daves Of America, Inc., The S&P 500 Index,
And The S&P Small Cap Restaurant Index
 TOTAL
RETURN TO STOCKHOLDERS(Assumes $100 investment on
12/30/01)
 
 Total Return Analysis
    
    
    12/30/2001
    
    
    12/29/2002
    
    
    12/28/2003
    
    
    1/2/2005
    
    
    1/1/2006
    
    
    12/31/2006Famous Daves of America
    
    
    $
    100.00
    
    
    
    $
    41.32
    
    
    
    $
    68.71
    
    
    
    $
    177.33
    
    
    
    $
    156.75
    
    
    
    $
    229.35S&P Small Cap Restaurants
    
    
    $
    100.00
    
    
    
    $
    102.28
    
    
    
    $
    146.18
    
    
    
    $
    178.49
    
    
    
    $
    182.07
    
    
    
    $
    201.65S&P 500
    
    
    $
    100.00
    
    
    
    $
    76.59
    
    
    
    $
    97.57
    
    
    
    $
    110.23
    
    
    
    $
    115.64
    
    
    
    $
    133.76
 www.ctapr.com
 PURCHASES OF EQUITY SECURITIES BY THE ISSUER
   23




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Total Number of
    
    Maximum NumberShares
    
    (or Approximate DollarTotal
    
    Average
    
    (or Units)
    
    Value) of SharesNumber of
    
    Price Paid
    
    Purchased as Part
    
    (or Units)Shares
    
    per
    
    of Publicly
    
    that May Yet be(or Units)
    
    Share(1)
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    or Programs
    
    Plans or ProgramsMonth #10
(October 2, 2006  October 29, 2006)
    
    
    68,600
    
    
    $
    15.35
    
    
    
    430,930
    
    
    
    569,070Month #11
(October 30, 2006  November 26, 2006)
    
    
    114,000
    
    
    $
    16.53
    
    
    
    544,930
    
    
    
    455,070Month #12
(November 27, 2006  December 31, 2006)
    
    
    66,500
    
    
    $
    16.54
    
    
    
    611,430
    
    
    
    388,570
 
 (1)
    
    Excluding Commissions 
 ITEM 6. SELECTED FINANCIAL DATA
   24




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FINANCIAL HIGHLIGHTS
 FISCAL YEAR
    
    2006
    
    
    2005
    
    
    2004(1)
    
    
    2003
    
    
    2002($s in 000s, except per share data and
average weekly sales)STATEMENT OF OPERATIONS DATARevenue
    
    $
    116,621
    
    
    $
    102,354
    
    
    $
    99,325
    
    
    $
    97,740
    
    
    $
    90,820Asset impairment and estimated lease
termination and other closing costs
(2)
    
    $
    (1,136
    )
    
    $
    
    
    
    $
    
    
    
    $
    (4,238
    )
    
    $
    Income (loss) from operations
    
    $
    9,243
    
    
    $
    8,735
    
    
    $
    7,437
    
    
    $
    (193
    )
    
    $
    4,470Equity in loss of unconsolidated
affiliate (3)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (2,155
    )
    
    $
    (5,994
    )Income tax (provision) benefit
    
    $
    (2,720
    )
    
    $
    (2,700
    )
    
    $
    (1,900
    )
    
    $
    1,778
    
    
    $
    1,211Net income (loss)
    
    $
    4,924
    
    
    $
    4,391
    
    
    $
    3,498
    
    
    $
    (2,898
    )
    
    $
    (928
    )Basic net income (loss) per common
share
    
    $
    0.47
    
    
    $
    0.41
    
    
    $
    0.29
    
    
    $
    (0.25
    )
    
    $
    (0.08
    )Diluted net income (loss) per common
share
    
    $
    0.46
    
    
    $
    0.39
    
    
    $
    0.29
    
    
    $
    (0.25
    )
    
    $
    (0.08
    )BALANCE SHEET DATA (at year end)Cash and cash equivalents
    
    $
    1,049
    
    
    $
    4,410
    
    
    $
    11,170
    
    
    $
    9,964
    
    
    $
    9,473Total assets
    
    $
    65,642
    
    
    $
    67,598
    
    
    $
    71,913
    
    
    $
    73,767
    
    
    $
    74,817Long-term debt less current
maturities(4)
    
    $
    12,619
    
    
    $
    15,930
    
    
    $
    16,453
    
    
    $
    16,954
    
    
    $
    17,354Total shareholders equity
    
    $
    35,835
    
    
    $
    37,888
    
    
    $
    43,485
    
    
    $
    46,872
    
    
    $
    47,292OTHER DATANumber of restaurants open at year end:Company-owned restaurants
    
    
    41
    
    
    
    38
    
    
    
    38
    
    
    
    38
    
    
    
    40Franchise-operated restaurants
    
    
    104
    
    
    
    88
    
    
    
    66
    
    
    
    54
    
    
    
    33Total restaurants
    
    
    145
    
    
    
    126
    
    
    
    104
    
    
    
    92
    
    
    
    73Company-owned comparable store
sales increase (decrease) (5)
    
    
    2.9
    %
    
    
    2.1
    %
    
    
    1.1
    %(6)
    
    
    (3.0
    )%
    
    
    (0.3
    )%Average weekly sales:Company-owned restaurants
    
    $
    47,894
    
    
    $
    45,072
    
    
    $
    44,164
    
    
    $
    42,491
    
    
    $
    45,783Franchise-operated restaurants
    
    $
    58,334
    
    
    $
    55,011
    
    
    $
    51,538
    
    
    $
    47,400
    
    
    $
    46,642
 (1)
    
    Fiscal 2004 consisted of 53 weeks. Fiscal 2006, 2005, 2003, and 2002 all consisted of 52 weeks.(2)
    
    Fiscal 2006 reflects impairment charges associated with one restaurant and land held for sale: one which was subsequently sold, the other which
was subsequently closed. Fiscal 2003 charges reflect impairment and restructuring costs associated with five restaurants: two of which were subsequently sold, two of which were
subsequently closed, and one that was fully impaired, but still operating.(3)
    
    Represents our 40% unconsolidated interest in FUMUME, LLC. Fiscal 2003 expenses represent operating losses and transaction costs related to our divestiture. We have no
further obligation regarding this joint venture.(4)
    
    Long-term debt consists of total debt, including capital lease obligations and financing leases, less current maturities.(5)
    
    Our comparable store sales base includes company-owned restaurants that are open year round and have been open more than 18 months.(6)
    
    For purposes of computing comparable store sales, this computation assumes fiscal 2004 was a 52-week year. 
 25




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  Fiscal Year st
 Basis of Presentation
 Application of Critical Accounting Policies and Estimates
 26




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Recognition of Franchise-Related Revenue  Accounting for Franchise Fee Revenue
   27




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Asset Impairment and Restructuring Charges Accounting for
the Impairment or Disposal of Long-Lived Assets,
  Deferred Tax Asset Accounting for Income Taxes,
 Lease Accounting  Accounting for Leases,
 28




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Results of Operations
 Revenue
 Costs and Expenses
 General and Administrative Expenses 
 29




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##### Table of Contents



(3)
 2006
    
    2005
    
    2004Food and beverage costs (1)
    
    
    30.4
    %
    
    
    30.6
    %
    
    
    31.4
    %Labor and benefits (1)
    
    
    30.0
    %
    
    
    29.3
    %
    
    
    29.7
    %Operating expenses (1)
    
    
    25.3
    %
    
    
    25.0
    %
    
    
    24.7
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.9
    %
    
    
    4.4
    %
    
    
    4.7
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %General and administrative (2)
    
    
    13.2
    %
    
    
    13.1
    %
    
    
    11.0
    %Asset impairment and estimated lease termination
and other closing costs (1)
    
    
    1.1
    %
    
    
    
    
    
    
    Pre-opening expenses & loss on disposal of property (1)
    
    
    0.8
    %
    
    
    0.1
    %
    
    
    Total costs and expenses (2)
    
    
    91.5
    %
    
    
    89.4
    %
    
    
    90.5
    %Income from operations (2)
    
    
    7.9
    %
    
    
    8.5
    %
    
    
    7.4
    %
 
 (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 to a loss of $7,000, a loss of
$48,000 and a loss of $147,000 respectively in fiscal years 2006, 2005 and 2004. Our Rib Team
travels around the country introducing people to our brand of barbeque and builds brand awareness. 30




---



##### Table of Contents



Fiscal Year 2006 Compared to Fiscal Year 2005
 Total Revenue
 Restaurant Sales
 Franchise-Related Revenue
 Licensing and Other Revenue
 Same Store Net Sales
 31




---



##### Table of Contents



Average Weekly Net Sales 
 Twelve Months EndedDecember 31,
    
    January 1,2006
    
    2006Company-Owned
    
    $
    47,894
    
    
    $
    45,072Full-Service
    
    $
    49,482
    
    
    $
    46,114Counter-Service
    
    $
    38,887
    
    
    $
    40,431Franchise-Operated
    
    $
    58,334
    
    
    $
    55,011
 Food and Beverage Costs
  Labor and Benefits
 Operating Expenses
 32




---



##### Table of Contents



Depreciation and Amortization
 General and Administrative Expenses
 Board of Director
    
    
    Unvested(in thousands)
    
    Performance Shares
    
    
    Shares
    
    
    Stock Options
    
    
    TotalQ1
    
    $
    324
    
    
    $
    119
    
    
    $
    102
    
    
    $
    545Q2
    
    
    324
    
    
    
    120
    
    
    
    62
    
    
    
    506Q3
    
    
    324
    
    
    
    120
    
    
    
    79
    
    
    
    523Q4
    
    
    325
    
    
    
    119
    
    
    
    46
    
    
    
    490Total
    
    $
    1,297
    
    
    $
    478
    
    
    $
    289
    
    
    $
    2,064
 Asset Impairment and Estimated Lease Termination and Other Closing Costs
 Pre-opening Expenses 
 Loss
on Early Extinguishment of Debt 
 33




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##### Table of Contents



Interest Expense
 Interest Income 
 Other Income (Expense), Net 
 Provision for Income Taxes
 Basic and Diluted Net Income Per Common Share 
  Fiscal Year 2005 Compared to Fiscal Year 2004
 Total Revenue rd
 34




---



##### Table of Contents



Restaurant Sales rd
 Franchise-Related Revenue
 Licensing and Other Revenue
 Same Store Net Sales
 Average Weekly Net Sales 
 Twelve Months EndedJanuary 1,
    
    January 2,2006
    
    2005Company-Owned
    
    $
    45,072
    
    
    $
    44,164Full-Service
    
    $
    46,114
    
    
    $
    45,253Counter-Service
    
    $
    40,431
    
    
    $
    39,342Franchise-Operated
    
    $
    55,011
    
    
    $
    51,538
 35




---



##### Table of Contents



Food and Beverage Costs
 Labor and Benefits
 Operating Expenses
 Depreciation and Amortization
 General and Administrative Expenses
 Asset Impairment and Estimated Lease Termination and other Closing Costs
 Pre-opening Expenses 
 Interest Expense
 Interest Income 
 36




---



##### Table of Contents



Other Income (Expense), Net 
 Provision for Income Taxes
 Basic and Diluted Net Income Per Common Share 
  Recently Issued Accounting Pronouncements
 The Fair Value Option for
Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115.
 Fair Value Measurements
 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements.
   37




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##### Table of Contents



Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109. Accounting for Income Taxes.
 Transition Election
Related to Accounting for the Tax Effects of Share-Based Payment Awards
 Financial Condition, Liquidity and Capital Resources
    38




---



##### Table of Contents



39




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##### Table of Contents



40




---



##### Table of Contents



Payments Due by Period
 (in thousands)
 Contractual Obligations
    
    Total
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterLong Term Debt
    
    $
    8,421
    
    
    $
    302
    
    
    $
    331
    
    
    $
    365
    
    
    $
    401
    
    
    $
    442
    
    
    $
    6,580Financing Leases
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500Operating Leases
    
    
    92,984
    
    
    
    3,910
    
    
    
    4,333
    
    
    
    4,339
    
    
    
    4,376
    
    
    
    4,336
    
    
    
    71,690Less: Sublease rental income
    
    
    (8,425
    )
    
    
    (419
    )
    
    
    (440
    )
    
    
    (441
    )
    
    
    (441
    )
    
    
    (441
    )
    
    
    (6,243
    )Total
    
    $
    97,480
    
    
    $
    3,793
    
    
    $
    4,224
    
    
    $
    4,263
    
    
    $
    4,336
    
    
    $
    4,337
    
    
    $
    76,527
   Off-Balance Sheet Arrangements
  Income Taxes
  Inflation
   41




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  42




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##### Table of Contents



ITEM 9A. CONTROLS AND PROCEDURES
  Managements Report on Internal Control over Financial Reporting
    
 ITEM 9B. OTHER INFORMATION
  43




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  44




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Documents filed as part of this Form 10-K:Reports of Independent Registered Public Accounting FirmConsolidated Balance Sheets  December 31, 2006 and January 1, 2006Consolidated Statements of Operations  Years ended December 31, 2006, January 1, 2006, and January 2, 2005Consolidated Statements of Shareholders Equity  Years ended December 31, 2006, January
1, 2006, and January 2, 2005Consolidated Statements of Cash Flows  Years ended December 31, 2006, January 1, 2006,
and January 2, 2005Notes to Consolidated Financial StatementsFinancial Statement Schedule:Schedule II. Schedule of Valuation and Qualifying AccountsExhibits:See exhibit index on the page following the consolidated financial statements and related footnotes
 45




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
    Share-Based
Payments
  Internal
Control  Integrated Framework
  
 F-1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework Internal ControlIntegrated Framework
   
 F-2




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 DECEMBER 31, 2006 AND JANUARY 1, 2006
 ( in thousands, except share and per-share data )
 December 31,
    
    
    January 1,2006
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,049
    
    
    $
    4,410Restricted cash
    
    
    1,425
    
    
    
    1,221Accounts receivable, net
    
    
    3,337
    
    
    
    2,843Inventories
    
    
    1,765
    
    
    
    1,588Deferred tax asset
    
    
    3,234
    
    
    
    3,120Prepaid expenses and other current assets
    
    
    2,120
    
    
    
    2,312Total current assets
    
    
    12,930
    
    
    
    15,494Property, equipment and leasehold improvements, net
    
    
    50,037
    
    
    
    46,872Other assets:Notes receivable, less current portion
    
    
    1,183
    
    
    
    1,719Deferred tax asset, less current portion
    
    
    889
    
    
    
    2,632Other assets
    
    
    603
    
    
    
    881$
    65,642
    
    
    $
    67,598LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    
    
    
    $
    Current portion of long-term debt and capital leases
    
    
    302
    
    
    
    438Accounts payable
    
    
    5,248
    
    
    
    3,811Accrued compensation and benefits
    
    
    3,399
    
    
    
    2,203Other current liabilities
    
    
    3,858
    
    
    
    3,410Total current liabilities
    
    
    12,807
    
    
    
    9,862Long-term liabilities:Long-term debt, less current portion
    
    
    8,119
    
    
    
    11,430Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities
    
    
    4,381
    
    
    
    3,918Total liabilities
    
    
    29,807
    
    
    
    29,710Shareholders equity:Common stock, $.01 par value, 100,000,000 shares
authorized, 10,130,000 and 10,599,000 shares issued
and outstanding at December 31, 2006 and January 1,
2006, respectively
    
    
    101
    
    
    
    106Additional paid-in capital
    
    
    32,863
    
    
    
    39,835Retained earnings (accumulated deficit)
    
    
    2,871
    
    
    
    (2,053
    )Total shareholders equity
    
    
    35,835
    
    
    
    37,888$
    65,642
    
    
    $
    67,598
  F-3




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED
 DECEMBER 31, 2006, JANUARY 1, 2006 AND JANUARY 2, 2005
 ( in thousands, except share and per-share data)
 December 31,
    
    
    January 1,
    
    
    January 2,2006
    
    
    2006
    
    
    2005(52 weeks)
    
    
    (52 weeks)
    
    
    (53 weeks)Revenue:Restaurant sales, net
    
    $
    100,026
    
    
    $
    89,248
    
    
    $
    89,176Franchise royalty revenue
    
    
    13,796
    
    
    
    10,406
    
    
    
    7,353Franchise fee revenue
    
    
    1,825
    
    
    
    1,595
    
    
    
    1,977Licensing and other revenue
    
    
    974
    
    
    
    1,105
    
    
    
    819Total revenue
    
    
    116,621
    
    
    
    102,354
    
    
    
    99,325Costs and expenses:Food and beverage costs
    
    
    30,403
    
    
    
    27,297
    
    
    
    27,995Labor and benefits
    
    
    29,960
    
    
    
    26,151
    
    
    
    26,472Operating expenses
    
    
    25,311
    
    
    
    22,339
    
    
    
    22,005Depreciation and amortization
    
    
    4,419
    
    
    
    4,359
    
    
    
    4,549General and administrative
    
    
    15,381
    
    
    
    13,430
    
    
    
    10,939Asset impairment and estimated
lease termination and
other closing costs
    
    
    1,136
    
    
    
    
    
    
    
    Pre-opening expenses
    
    
    625
    
    
    
    96
    
    
    
    Loss (gain) on disposal of property
    
    
    143
    
    
    
    (53
    )
    
    
    (72
    )Total costs and expenses
    
    
    107,378
    
    
    
    93,619
    
    
    
    91,888Income from operations
    
    
    9,243
    
    
    
    8,735
    
    
    
    7,437Other income (expense):Loss on early extinguishment of debt
    
    
    (148
    )
    
    
    
    
    
    
    Interest expense
    
    
    (1,768
    )
    
    
    (1,932
    )
    
    
    (1,901
    )Interest income
    
    
    331
    
    
    
    270
    
    
    
    326Other (expense) income, net
    
    
    (14
    )
    
    
    18
    
    
    
    (464
    )Total other expense
    
    
    (1,599
    )
    
    
    (1,644
    )
    
    
    (2,039
    )Income before income taxes
    
    
    7,644
    
    
    
    7,091
    
    
    
    5,398Income tax provision
    
    
    (2,720
    )
    
    
    (2,700
    )
    
    
    (1,900
    )Net income
    
    $
    4,924
    
    
    $
    4,391
    
    
    $
    3,498Basic net income per common share
    
    $
    0.47
    
    
    $
    0.41
    
    
    $
    0.29Diluted net income per common share
    
    $
    0.46
    
    
    $
    0.39
    
    
    $
    0.29Weighted average common shares outstanding-basic
    
    
    10,453,000
    
    
    
    10,825,000
    
    
    
    11,858,000Weighted average common shares outstanding-diluted
    
    
    10,801,000
    
    
    
    11,173,000
    
    
    
    12,222,000
  F-4




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 FOR THE YEARS ENDED
 DECEMBER 31, 2006, JANUARY 1, 2006 AND JANUARY 2, 2005
 ( in thousands)
 RetainedAdditional
    
    
    Earnings/Common Stock
    
    
    Paid-In
    
    
    (AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit)
    
    
    TotalBalance  December 28, 2003
    
    
    12,158
    
    
    $
    122
    
    
    $
    56,692
    
    
    $
    (9,942
    )
    
    $
    46,872Exercise of stock options
    
    
    217
    
    
    
    2
    
    
    
    708
    
    
    
    
    
    
    
    710Tax benefit for stock
options exercised
    
    
    
    
    
    
    
    
    
    
    303
    
    
    
    
    
    
    
    303Exercise of warrants
    
    
    10
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Purchased rights to
exercisable warrants
    
    
    
    
    
    
    
    
    
    
    (197
    )
    
    
    
    
    
    
    (197
    )Repurchase of common
stock and common stock
warrants
    
    
    (1,045
    )
    
    
    (11
    )
    
    
    (7,892
    )
    
    
    
    
    
    
    (7,903
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    142Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,498
    
    
    
    3,498Balance  January 2, 2005
    
    
    11,340
    
    
    
    113
    
    
    
    49,816
    
    
    
    (6,444
    )
    
    
    43,485Exercise of stock options
    
    
    214
    
    
    
    2
    
    
    
    728
    
    
    
    
    
    
    
    730Tax benefit for stock
options exercised
    
    
    
    
    
    
    
    
    
    
    244
    
    
    
    
    
    
    
    244Repurchase of common stock
    
    
    (955
    )
    
    
    (9
    )
    
    
    (11,520
    )
    
    
    
    
    
    
    (11,529
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    567
    
    
    
    
    
    
    
    567Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,391
    
    
    
    4,391Balance  January 1, 2006
    
    
    10,599
    
    
    
    106
    
    
    
    39,835
    
    
    
    (2,053
    )
    
    
    37,888Exercise of stock options
    
    
    123
    
    
    
    1
    
    
    
    449
    
    
    
    
    
    
    
    450Tax benefit for stock
options exercised
    
    
    
    
    
    
    
    
    
    
    469
    
    
    
    
    
    
    
    469Common stock issued
    
    
    19
    
    
    
    0
    
    
    
    303
    
    
    
    
    
    
    
    303Repurchase of common stock
    
    
    (611
    )
    
    
    (6
    )
    
    
    (9,303
    )
    
    
    
    
    
    
    (9,309
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,110
    
    
    
    
    
    
    
    1,110Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,924
    
    
    
    4,924Balance  December 31, 2006
    
    
    10,130
    
    
    $
    101
    
    
    $
    32,863
    
    
    $
    2,871
    
    
    $
    35,835
  F-5




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED
 DECEMBER 31, 2006, JANUARY 1, 2006 AND JANUARY 2, 2005
 (in thousands)
 December 31,
    
    
    January 1,
    
    
    January 2,2006
    
    
    2006
    
    
    2005(52 weeks)
    
    
    (52 weeks)
    
    
    (53 weeks)Cash flows from operating activities:Net income
    
    $
    4,924
    
    
    $
    4,391
    
    
    $
    3,498Adjustments to reconcile net income to cash flows
provided by operations:Depreciation and amortization
    
    
    4,419
    
    
    
    4,359
    
    
    
    4,549Amortization of deferred financing costs
    
    
    57
    
    
    
    70
    
    
    
    38Loss on early extinguishment of debt
    
    
    148
    
    
    
    
    
    
    
    Loss (gain) on disposal of property
    
    
    143
    
    
    
    (53
    )
    
    
    383Asset impairment and estimated lease termination
and other closing costs
    
    
    1,170
    
    
    
    
    
    
    
    Tax benefit of stock-options exercised
    
    
    
    
    
    
    244
    
    
    
    303Deferred income taxes
    
    
    1,629
    
    
    
    2,048
    
    
    
    1,423Deferred rent
    
    
    503
    
    
    
    813
    
    
    
    474Stock-based compensation
    
    
    1,413
    
    
    
    567
    
    
    
    142Changes in operating assets and liabilities:Restricted cash
    
    
    (204
    )
    
    
    (1,182
    )
    
    
    (39
    )Accounts receivable, net
    
    
    (672
    )
    
    
    (1,062
    )
    
    
    (628
    )Inventories
    
    
    (177
    )
    
    
    (65
    )
    
    
    76Prepaid expenses and other current assets
    
    
    (250
    )
    
    
    (444
    )
    
    
    (566
    )Deposits
    
    
    61
    
    
    
    25
    
    
    
    63Accounts payable
    
    
    1,012
    
    
    
    (328
    )
    
    
    2,103Accrued compensation and benefits
    
    
    1,196
    
    
    
    237
    
    
    
    594Other current liabilities
    
    
    152
    
    
    
    771
    
    
    
    (1,056
    )Cash flows provided by operations
    
    
    15,524
    
    
    
    10,391
    
    
    
    11,357Cash flows from investing activities:Purchases of property, equipment and leasehold
improvements
    
    
    (8,159
    )
    
    
    (6,754
    )
    
    
    (2,449
    )Sale of property, equipment and leasehold
improvements
    
    
    900
    
    
    
    636
    
    
    
    Payments received on notes receivable
    
    
    245
    
    
    
    457
    
    
    
    218Cash flows used for investing activities
    
    
    (7,014
    )
    
    
    (5,661
    )
    
    
    (2,231
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    (34
    )
    
    
    (85
    )
    
    
    (8
    )Payments on long-term debt and capital lease
obligations
    
    
    (3,447
    )
    
    
    (606
    )
    
    
    (726
    )Proceeds from exercise of stock options
    
    
    450
    
    
    
    730
    
    
    
    770Tax benefit of stock-options exercised
    
    
    469
    
    
    
    
    
    
    
    Repurchase of common stock
    
    
    (9,309
    )
    
    
    (11,529
    )
    
    
    (7,956
    )Cash flows used for financing activities
    
    
    (11,871
    )
    
    
    (11,490
    )
    
    
    (7,920
    )(Decrease) increase in cash and cash equivalents
    
    
    (3,361
    )
    
    
    (6,760
    )
    
    
    1,206Cash and cash equivalents, beginning of year
    
    
    4,410
    
    
    
    11,170
    
    
    
    9,964Cash and cash equivalents, end of year
    
    $
    1,049
    
    
    $
    4,410
    
    
    $
    11,170
  F-6




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
 Nature of business
 Principles of consolidation
 Managements use of estimates
 Reclassifications 
 Financial instruments
 Segment reporting
 Fiscal year
 Unrestricted cash and cash equivalents
 Accounts receivable, net
 F-7




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
  Inventories
 Property, equipment and leasehold improvements, net  ,
 Debt issuance costs
 Construction overhead and capitalized interest
 Advertising costs
 Software implementation costs Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use.
 Research and development costs 
 Pre-opening expenses
 F-8




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 Lease Accounting  Accounting for Leases,
 Recoverability of property, equipment and leasehold improvements Accounting for the Impairment or Disposal of Long-Lived Assets
    F-9




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 Public Relations and Marketing Development Fund 
 Restricted Cash
 Gift Cards 
 Interest income 
 Net income per common share
 F-10




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
  Fiscal Year(in thousands, except per share data)
    
    2006
    
    
    2005
    
    
    2004Net income per common share  basic:Net income
    
    $
    4,924
    
    
    $
    4,391
    
    
    $
    3,498Weighted average shares outstanding
    
    
    10,453
    
    
    
    10,825
    
    
    
    11,858Net income per common share  basic
    
    $
    0.47
    
    
    $
    0.41
    
    
    $
    0.29Net income per common share  diluted:Net income
    
    $
    4,924
    
    
    $
    4,391
    
    
    $
    3,498Weighted average shares outstanding
    
    
    10,453
    
    
    
    10,825
    
    
    
    11,858Dilutive impact of common stock equivalents outstanding
    
    
    348
    
    
    
    348
    
    
    
    364Adjusted weighted average shares outstanding
    
    
    10,801
    
    
    
    11,173
    
    
    
    12,222Net income per common share  diluted
    
    $
    0.46
    
    
    $
    0.39
    
    
    $
    0.29
   Stock-based Compensation Share-Based
Payment
  F-11




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 Accounting for
Stock Issued to Associates.
    Fiscal Year(in thousands, except per share data)
    
    2005
    
    
    2004Net income as reported
    
    $
    4,391
    
    
    $
    3,498Less: Compensation expense determined
under the fair value method, net of tax
    
    
    (425
    )
    
    
    (816
    )Pro forma net income
    
    $
    3,966
    
    
    $
    2,682Net income per common share:Basic EPS as reported
    
    $
    0.41
    
    
    $
    0.29Basic EPS pro forma
    
    $
    0.37
    
    
    $
    0.23Diluted EPS as reported
    
    $
    0.39
    
    
    $
    0.29Diluted EPS pro forma
    
    $
    0.36
    
    
    $
    0.22
    F-12




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 Revenue Recognition
 Franchise arrangements 
 Licensing and other revenue 
  Variable Interest Entities  Consolidation of Variable Interest Entities Consolidated Financial Statements
 F-13




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
  Recently Issued Accounting Pronouncements The Fair Value Option for Financial Assets and Financial Liabilities Including
an Amendment of FASB Statement No. 115
 Fair Value Measurements
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements.
   F-14




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##### Table of Contents



AMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (1)
    
    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109. Accounting for Income Taxes.
 Transition Election Related
to Accounting for the Tax Effects of Share-Based Payment Awards
 (2)
    
    INVENTORIES
  (In thousands)
    
    December 31,
    
    
    January 1,2006
    
    
    2006Smallwares and supplies
    
    $
    1,121
    
    
    $
    1,015Food and beverage
    
    
    620
    
    
    
    548Retail goods
    
    
    24
    
    
    
    25$
    1,765
    
    
    $
    1,588
 F-15




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (3)
    
    NOTES RECEIVABLE
  (in thousands)
    
    December 31,
    
    
    January 1,2006
    
    
    2006Famous Ribs of Georgia, LLC, Famous
Ribs of Snellville, LLC, Famous Ribs
of Marietta, LLC, Famous Ribs of
Alpharetta, LLC, and Famous Ribs of
Lawrenceville, LLC, $1,300 amortized
over 9 years at 3.27% interest, due
November 2012, secured by property
and equipment and guaranteed by the
franchise owner. Monthly interest
only was due until December 2006,
when principal payments were
required. Under the note agreement,
Decembers note payment was
appropriately deferred. (See Note
(18) Subsequent Events for discussion
regarding amendment of note).
    
    $
    1,300
    
    
    $
    1,300Old School BBQ, Inc.  monthly
installments of approximately $5.7
including interest at 9.0%, due
November 2012, secured by property
and equipment and guaranteed by the
franchise owners.
    
    
    311
    
    
    
    349Utah BBQ, Inc.  monthly installments
of approximately $0.9 and $8.6
including interest at 9.5%, due July
2007, secured by property and
equipment and guaranteed by the
franchise owners.
    
    
    65
    
    
    
    167Rivervalley BBQ, Inc.  quarterly
interest and principal installments
of approximately $22.0 including
interest at prime (6.25% at January
1, 2006) plus 1.50%, paid when due
December 2006, unsecured.
    
    
    
    
    
    
    94Rivervalley BBQ, Inc.  line of
credit for up to $50.0 with monthly
interest only though December 2007
with total outstanding balance due
December 2007 including interest at
prime (8.25% at December 31, 2006 and
6.25% at January 1, 2006) plus 1.50%,
unsecured.
    
    
    50
    
    
    
    50Competition BBQ, Inc.  monthly
installments of approximately $0.4
including interest at 7.0%, due
January 2008, unsecured.
    
    
    1
    
    
    
    12Total notes receivable
    
    
    1,727
    
    
    
    1,972Current maturities
    
    
    (544
    )
    
    
    (253
    )Long-term portion of notes receivable
    
    $
    1,183
    
    
    $
    1,719
 F-16




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (3)
    
    NOTES RECEIVABLE (continued)
  (in thousands)
 Fiscal Year2007
    
    $
    5442008
    
    
    762009
    
    
    882010
    
    
    872011
    
    
    94Thereafter
    
    
    838Total
    
    $
    1,727
 (4)
    
    PREPAID EXPENSES AND OTHER CURRENT ASSETS
  December 31,
    
    
    January 1,(in thousands)
    
    2006
    
    
    2006Prepaids
    
    $
    1,482
    
    
    $
    1,241Acquisition of Florence, Kentucky restaurant
    
    
    
    
    
    
    785Notes receivable  short-term
    
    
    544
    
    
    
    253Interest receivable
    
    
    94
    
    
    
    33$
    2,120
    
    
    $
    2,312
 Acquisition of Florence, Kentucky Restaurant
  F-17




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (4) PREPAID EXPENSES AND OTHER CURRENT ASSETS (continued)
  (5) PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
  (in thousands)
    
    December 31,
    
    
    January 1,2006
    
    
    2006Land, buildings and improvements
    
    $
    48,619
    
    
    $
    46,292Furniture, fixtures and equipment
    
    
    21,679
    
    
    
    21,488Antiques
    
    
    2,227
    
    
    
    2,149Construction in progress
    
    
    1,439
    
    
    
    2,754Assets held for sale
    
    
    4,746
    
    
    
    1,281Accumulated depreciation and amortization
    
    
    (28,673
    )
    
    
    (27,092
    )Property, equipment and leasehold improvements, net
    
    $
    50,037
    
    
    $
    46,872
  (6) OTHER CURRENT LIABILITIES
  (in thousands)
    
    December 31,
    
    
    January 1,2006
    
    
    2006Gift cards payable
    
    $
    1,378
    
    
    $
    1,057Other liabilities
    
    
    883
    
    
    
    775Sales tax payable
    
    
    575
    
    
    
    731Accrued property and equipment purchases
    
    
    742
    
    
    
    447Deferred franchise fees
    
    
    280
    
    
    
    245Accrued income taxes
    
    
    
    
    
    
    155$
    3,858
    
    
    $
    3,410
 F-18




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (7) CREDIT FACILITY AND DEBT COVENANTS
     (8) LONG-TERM DEBT
  F-19




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (8) LONG-TERM DEBT (continued)
  ($s in thousands)

    
    December 31,
    
    
    January 1,2006
    
    
    2006Notes payable  GE Capital Franchise
Finance Corporation  monthly
installments from approximately $13 to
$20 including interest between 8.10%
and 10.53%, due between January 2020
and October 2023, secured by property
and equipment.
    
    $
    7,416
    
    
    $
    10,636Notes payable  GE Capital Franchise
Finance Corporation  monthly
installment of approximately $12
including interest of 3.80% plus the
monthly LIBOR rate (effective rate
between 4.57% and 5.33% at December 31,
2006 and between 2.59% and 4.39% at
January 1, 2006), due December 2017,
secured by property and equipment.
    
    
    1,005
    
    
    
    1,216Total long-term debt
    
    
    8,421
    
    
    
    11,852Capital lease obligations
    
    
    
    
    
    
    16Less current maturities
    
    
    (302
    )
    
    
    (438
    )Long-term debt net of current maturities
    
    $
    8,119
    
    
    $
    11,430
  (in thousands)Fiscal Year2007
    
    $
    3022008
    
    
    3312009
    
    
    3652010
    
    
    4012011
    
    
    442Thereafter
    
    
    6,580Total
    
    $
    8,421
 (9) FINANCING LEASE OBLIGATION
 th th
 F-20




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (10) CAPITAL AND OPERATING LEASE OBLIGATIONS
      (in thousands)
 OperatingFiscal Year
    
    Leases2007
    
    $
    3,9102008
    
    
    4,3332009
    
    
    4,3392010
    
    
    4,3762011
    
    
    4,336Thereafter
    
    
    71,690Total future minimum lease commitments
    
    $
    92,984Less: sublease income
    
    
    (8,425
    )Total operating lease obligations
    
    $
    84,559
 F-21




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) RELATED PARTY TRANSACTIONS
 Stock Repurchase 
 Famous Ribs of Georgia, Snellville, Marietta and Alpharetta, LLC
 (12) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
AND WARRANTS
  F-22




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (12) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
AND WARRANTS (continued)
  (number of options in thousands)
    
    Number of
    
    
    Weighted AverageOptions
    
    
    Exercise PriceOptions outstanding  December 28, 2003
    
    
    1,200
    
    
    $
    3.94Granted
    
    
    247
    
    
    
    6.32Canceled or expired
    
    
    (135
    )
    
    
    3.43Exercised
    
    
    (217
    )
    
    
    3.26Options previously cancelled
    
    
    37
    
    
    
    6.03Options outstanding  January 2, 2005
    
    
    1,132
    
    
    
    4.72Granted
    
    
    28
    
    
    
    10.20Canceled or expired
    
    
    (46
    )
    
    
    5.79Exercised
    
    
    (214
    )
    
    
    3.41Options outstanding at January 1, 2006
    
    
    900
    
    
    
    5.14Canceled or expired
    
    
    (43
    )
    
    
    6.11Exercised
    
    
    (130
    )
    
    
    4.28Options previously cancelled
    
    
    1
    
    
    
    2.84Options outstanding at December 31, 2006
    
    
    728
    
    
    $
    5.24Options exercisable  January 2, 2005
    
    
    500
    
    
    $
    3.80Options exercisable  January 1, 2006
    
    
    539
    
    
    $
    4.66Options exercisable  December 31, 2006
    
    
    580
    
    
    $
    5.05Weighted average fair value of options granted
during the year ended January 2, 2005
    
    
    
    
    
    $
    4.44Weighted average fair value of options granted
during the year ended January 1, 2006
    
    
    
    
    
    $
    10.98Weighted average fair value of options granted
during the year ended December 31, 2006
    
    
    
    
    
    $
    
 F-23




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (12) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE
REPURCHASES AND WARRANTS (continued)
  (number outstanding and number exercisable in thousands)
 OptionsTotal outstanding
    
    
    ExercisableWeighted-average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Exercise
    
    Number
    
    
    remaining
    
    
    average
    
    
    Number
    
    
    averageprices
    
    outstanding
    
    
    contractual life
    
    
    exercise price
    
    
    exercisable
    
    
    exercise price$2.00 - $  2.38
    
    
    17
    
    
    2.66 years
    
    
    $
    2.27
    
    
    
    17
    
    
    $
    2.27$3.19 - $  4.18
    
    
    314
    
    
    5.69 years
    
    
    
    3.98
    
    
    
    314
    
    
    
    3.98$4.82 - $  6.72
    
    
    358
    
    
    6.89 years
    
    
    
    5.97
    
    
    
    210
    
    
    
    5.96$2.00 - $10.98
    
    
    39
    
    
    6.24 years
    
    
    
    9.97
    
    
    
    39
    
    
    
    9.97728
    
    
    6.24 years
    
    
    
    5.24
    
    
    
    580
    
    
    $
    5.05
 2005 Stock Incentive Plan
  Performance Shares
  F-24




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (12) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
AND WARRANTS (continued)
     Deferred Stock Unit Plan
  F-25




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (12) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
AND WARRANTS (continued)
    Common Share Repurchases
    F-26




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (12) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
AND WARRANTS (continued)
 Board of Directors Compensation
 
 Warrants
  (13) INCOME TAXES
   (in thousands)
    
    2006
    
    
    2005
    
    
    2004Current:Federal
    
    $
    843
    
    
    $
    157
    
    
    $
    135State
    
    
    247
    
    
    
    495
    
    
    
    3421,090
    
    
    
    652
    
    
    
    477Deferred:Federal
    
    
    1,327
    
    
    
    1,797
    
    
    
    1,304State
    
    
    303
    
    
    
    251
    
    
    
    1191,630
    
    
    
    2,048
    
    
    
    1,423Total tax provision
    
    $
    2,720
    
    
    $
    2,700
    
    
    $
    1,900
 F-27




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (13) INCOME TAXES (continued)
 Accounting for Income Taxes
  December 31,
    
    
    January 1,(in thousands)
    
    2006
    
    
    2006Current deferred tax assets (liabilities):Tax credit carryover
    
    $
    3,057
    
    
    $
    Net operating loss carry-forwards
    
    
    198
    
    
    
    3,482Prepaids
    
    
    (530
    )
    
    
    (459
    )Inventory
    
    
    (372
    )
    
    
    (348
    )Other assets
    
    
    881
    
    
    
    445Total current deferred tax assets
    
    $
    3,234
    
    
    $
    3,120Long-term deferred tax assets:Tax credit carryovers
    
    $
    
    
    
    $
    2,253Property and equipment basis difference
    
    
    550
    
    
    
    258Other
    
    
    339
    
    
    
    121Total long-term deferred tax assets
    
    $
    889
    
    
    $
    2,632
  Fiscal Year2006
    
    
    2005
    
    
    2004Federal statutory tax rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State taxes, net of federal benefit
    
    
    2.2
    
    
    
    4.3
    
    
    
    4.0Tax effect of permanent differences
    
    
    2.7
    
    
    
    2.5
    
    
    
    3.4Tax effect of tip credit
    
    
    (5.0
    )
    
    
    (5.2
    )
    
    
    (6.2
    )Other
    
    
    1.7
    
    
    
    2.4
    
    
    
    Effective tax rate
    
    
    35.6
    %
    
    
    38.0
    %
    
    
    35.2
    %
 F-28




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (14) SUPPLEMENTAL CASH FLOWS INFORMATION
 (in thousands)
    
    Fiscal Year2006
    
    
    2005
    
    
    2004Cash paid for interest
    
    $
    1,606
    
    
    $
    1,698
    
    
    $
    1,727Cash paid for taxes
    
    $
    927
    
    
    $
    409
    
    
    $
    14Non-cash investing and financing
activities:Reclassification of other current
assets to assets held for sale
    
    $
    776
    
    
    
    
    
    
    
    Reclassification of accounts receivable
to assets held for sale
    
    $
    178
    
    
    $
    508
    
    
    
    Accrued property and equipment purchases
    
    $
    295
    
    
    $
    447
    
    
    
    Deferred tax asset related to tax
benefit of stock options exercised
    
    $
    469
    
    
    $
    244
    
    
    $
    303Issuance of common stock to independent
board members
    
    $
    303
    
    
    $
    
    
    
    $
    
 (15) RETIREMENT SAVINGS PLANS
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
  F-29




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (15) RETIREMENT SAVINGS PLANS (continued)
    (16) SELECTED QUARTERLY DATA (Unaudited)
  (in thousands, except per share data)
 First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth Quarter2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Revenue
    
    $
    27,088
    
    
    $
    23,496
    
    
    $
    30,740
    
    
    $
    28,066
    
    
    $
    30,812
    
    
    $
    26,268
    
    
    $
    27,981
    
    
    $
    24,524Income from operations
    
    $
    1,581
    
    
    $
    1,288
    
    
    $
    2,936
    
    
    $
    3,340
    
    
    $
    2,896
    
    
    $
    2,481
    
    
    $
    1,830
    
    
    $
    1,647Net income
    
    $
    742
    
    
    $
    533
    
    
    $
    1,524
    
    
    $
    1,844
    
    
    $
    1,597
    
    
    $
    1,228
    
    
    $
    1,061
    
    
    $
    784Basic net income per
common share
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.07Diluted net income
per common share
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.11
    
    
    $
    0.10
    
    
    $
    0.07
 (17) LITIGATION
  F-30




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (18) SUBSEQUENT EVENTS
  F-31




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##### Table of Contents



Financial Statement Schedule
 
 SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
 (In thousands)
    
    
    
    
    
    Additions
    
    
    DeductionsCredits to CostsBalance at
    
    
    Charged to
    
    
    and ExpensesBeginning of
    
    
    Costs and
    
    
    and Other
    
    
    Balance at EndPeriod
    
    
    Expenses
    
    
    Accounts
    
    
    of PeriodYear ended January 2, 2005:Allowance for doubtful accounts
    
    $
    98.5
    
    
    $
    
    
    
    $
    (88.9
    )
    
    $
    9.6Year ended January 1, 2006:Allowance for doubtful accounts
    
    $
    9.6
    
    
    $
    65.8
    
    
    $
    (38.6
    )
    
    $
    36.8Year ended December 31, 2006:Allowance for doubtful accounts
    
    $
    36.8
    
    
    $
    28.2
    
    
    $
    (50.8
    )
    
    $
    14.2Reserve for lease termination costs
    
    $
    
    
    
    $
    398.0
    
    
    $
    (68.0
    )
    
    $
    330.0
 F-32




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##### Table of Contents



EXHIBITS
 Exhibit No.
    
    Description3.1
    
    Articles of Incorporation, incorporated by
reference from Exhibit 3.1 to our Registration
Statement on Form SB-2 (File No. 333-10675) filed
with the Securities and Exchange Commission on
August 23, 19963.2
    
    Bylaws, incorporated by reference from Exhibit 3.2
to the Registration Statement on Form SB-2 (File
No. 333-10675) filed on August 23, 199610.1
    
    Trademark License Agreement between Famous Daves
of America, Inc. and Grand Pines Resorts, Inc.,
incorporated by reference from Exhibit 10.11 to
the Registration Statement on Form SB-2 (File No.
333-10675) filed on August 23, 199610.2
    
    Loan Agreement, dated as of January 21, 2000, by
and between FFCA Acquisition Corporation and
MinWood Partners, Inc., incorporated by reference
from Exhibit 10.21 to Form 10-Q filed May 16, 200010.3
    
    Master Lease, dated as of January 21, 2000, by and
between MinWood Partners, Inc. and Famous Daves
of America, Inc., incorporated by reference from
Exhibit 10.22 to Form 10-Q filed May 16, 200010.4
    
    Loan Agreement, dated as of August 4, 2000, by and
between FFCA Funding Corporation and FDA
Properties, Inc., incorporated by reference from
Exhibit 10.13 to Form 10-K filed March 29, 200110.5
    
    Master Lease, dated as of August 4, 2000, by and
between FDA Properties, Inc. and Famous Daves of
America, Inc., incorporated by reference from
Exhibit 10.5 to Form 10-K filed March 29, 200110.7
    
    1995 Associate Stock Option Plan (as amended
through May 22, 2002), incorporated by reference
from Exhibit 10.1 to Form 10-Q filed August 14,
200210.8
    
    1997 Stock Option and Compensation Plan (as
amended through May 22, 2002), incorporated by
reference from Exhibit 10.2 to Form 10-Q filed
August 14, 200210.9
    
    1998 Director Stock Option Plan (as amended
through May 22, 2002), incorporated by reference
from Exhibit 10.3 to Form 10-Q filed August 14,
200210.10
    
    2005 Stock Incentive Plan, incorporated by
reference to Ex 10.10 to Form 10-K filed March 17,
200610.11
    
    Executive Elective Deferred Stock Unit Plan,
incorporated by reference to Exhibit 10.1 to Form
10-Q filed May 11, 2004




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##### Table of Contents



EXHIBITS (continued)
 Exhibit No.
    
    Description10.12
    
    Amended and Restated Credit Agreement by and between Wells
Fargo Bank, National Association and Famous Daves of America,
Inc., dated July 31, 2006, incorporated by reference to
Exhibit 10.1 to Form 8-K filed August 2, 200610.13
    
    Employment Agreement dated February 25, 2005 by and between
David Goronkin, incorporated by reference to Exhibit 10.1 to
Form 8-K filed March 2, 200510.14
    
    Form of Amended and Restated 2004-2006 Performance Share
Agreement and Schedule of Grants under such form, incorporated
by reference to Exhibits 10.1 and 10.2 to Form 10-Q filed May
13, 200510.15
    
    Form of Amended and Restated 2005-2007 Performance Share
Agreement and Schedule of Grants under such form, incorporated
by reference to Exhibits 10.3 and 10.4 to Form 10-Q filed May
13, 200510.16
    
    Famous Daves of America, Inc. Non-Qualified Deferred
Compensation Plan, incorporated by reference to Exhibit 10.4
to Form 8-K filed March 2, 200510.17
    
    First Amended and Restated Non-Qualified Deferred Compensation
Plan, dated February 25, 2005, incorporated by reference to
Exhibit 10.17 to Form 10-K filed March 17, 200610.18
    
    Form of 2006-2008 Performance Share Agreement and Schedule of
Grants under such form, incorporated by reference to Exhibits
10.1 and 10.2 to Form 8-K filed December 29, 200510.19
    
    Amendment to 1995 Associate Stock Option and Compensation
Plan, effective November 7, 2006, incorporated by reference to
Exhibit 10.2 to Form 10-Q filed November 9, 200610.20
    
    Form of 2007  2009 Performance Share Agreement and Schedule
of Grants under such form, incorporated by reference to
Exhibits 10.1 and 10.2 to Form 8-K filed February 27, 200710.21
    
    Form of Director Stock Grant, incorporated by reference to
Exhibit 10.3 to Form 8-K filed February 27, 200721.0
    
    Subsidiaries of Famous Daves of America, Inc.23.1
    
    Consent of Grant Thornton LLP31.1
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002




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##### Table of Contents



SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)Dated: March 16, 2007
    
    By:
    
    /s/ David Goronkin

David GoronkinPresident and Chief Executive Officer
  Signature
    
    
    
    Title/s/ David Goronkin

David Goronkin
    
    
    
    President, Chief Executive Officer, and Director
(principal executive officer)/s/ Diana Garvis Purcel

Diana Garvis Purcel
    
    
    
    Chief Financial Officer and Secretary
(principal financial and accounting officer)/s/ K. Jeffrey Dahlberg

K. Jeffrey Dahlberg
    
    
    
    Director/s/ F. Lane Cardwell, Jr.

F. Lane Cardwell, Jr.
    
    
    
    Director/s/ Mary L. Jeffries

Mary L. Jeffries
    
    
    
    Director/s/ Richard L. Monfort

Richard L. Monfort
    
    
    
    Director/s/ Dean A. Riesen

Dean A. Riesen
    
    
    
    Director