##### Table of Contents



UNITED STATES
SECURITIES 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 30, 2007
 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
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller reporting company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE:




---



##### 



TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    14Item 1B.
    
    Unresolved Staff Comments
    
    
    18Item 2.
    
    Properties
    
    
    18Item 3.
    
    Legal Proceedings
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    22Item 6.
    
    Selected Financial Data
    
    
    25Item 7.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    41Item 8.
    
    Financial Statements and Supplementary Data
    
    
    43Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    43Item 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
    
    
    45SIGNATURESFirst Amended and Restated Executive Elective Deferred Stock Unit PlanSecond Amended and Restated Non-Qualified Deferred Compensation PlanInterim Employment AgreementSubsidiariesConsentCertificationCertificationCertificationCertification
  2




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Human Resources and Training  Nations Restaurant News
    5




---



##### Table of Contents



Restaurant Operations
    6




---



##### Table of Contents



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




---



##### Table of Contents



Marketing and Promotion
   National
Restaurant Association Educational Foundation Nations Restaurant News.
  Growth Strategy
 th
 Company-Owned Restaurant Expansion
  8




---



##### Table of Contents



Franchise-Operated Restaurant Expansion
 Purchasing
    9




---



##### Table of Contents



Information Technology
   
    
    Average daily guest check, by location, by server, by day part
    
    Daily reports of revenue and labor (both current and projected)
    
    Weekly reports of selected controllable restaurant expenses
    
    Monthly reporting of detailed revenue and expenses
    
    
    Existing corporate and franchise intranet resources will be transitioned to a portal
that provides users with easier access to more information and a framework for future
collaborative and analytic capabilities.
    
    The main focus for back-office enhancements will be supply chain and food cost
visibility through an operator friendly solution. Labor scheduling updates will
significantly reduce the number of manual steps involved in hiring and maintaining
Associates while increasing the accuracy of the related information.
    
    Data generated by current and future systems will be evaluated and standardized in
order to support more users in performing the cross-functional analysis which can
identify previously undiscovered profit opportunities.
 10




---



##### Table of Contents



Trademarks
  Franchise Program
   11




---



##### Table of Contents



Number of Franchise-OperatedState
    
    RestaurantsArkansas
    
    
    2Arizona
    
    
    5California
    
    
    8Colorado
    
    
    4Connecticut
    
    
    1Florida
    
    
    3Georgia
    
    
    4Illinois
    
    
    3Indiana
    
    
    3Iowa
    
    
    3Kansas
    
    
    3Kentucky
    
    
    1Massachusetts
    
    
    1Michigan
    
    
    9Minnesota
    
    
    9Missouri
    
    
    2Montana
    
    
    4Nebraska
    
    
    4Nevada
    
    
    2New Hampshire
    
    
    1New Jersey
    
    
    7New York
    
    
    4North Dakota
    
    
    2Ohio
    
    
    3Pennsylvania
    
    
    5South Dakota
    
    
    1Tennessee
    
    
    5Texas
    
    
    2Utah
    
    
    4Washington
    
    
    3West Virginia
    
    
    2Wisconsin
    
    
    10Total
    
    
    120
   12




---



##### Table of Contents



Seasonality
  Government Regulation
  13




---



##### Table of Contents



Associates
  
 ITEM 1A. RISK FACTORS
   14




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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.
  Our Ability to Exploit Our Brand Depends on Our Ability to Protect Our Intellectual Property,
and If Any Third Parties Make Unauthorized Use Of Our Intellectual Property, Our Competitive
Position and Business Could Suffer.
  17




---



##### Table of Contents



Our Financial Performance is Affected By Our Ability to Contract with Reliable Suppliers At
Competitive Prices.
  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
  
 ITEM 2. PROPERTIES
   18




---



##### Table of Contents



19




---



##### Table of Contents



Square
    
    Interior
    
    OwnedLocation
    
    Footage
    
    Seats
    
    or Leased
    
    Date Opened1
    
    Roseville, MN (5)
    
    
    4,800
    
    
    
    105
    
    
    Leased
    
    June 19962
    
    Calhoun Square (Minneapolis, MN)
    
    
    10,500
    
    
    
    380
    
    
    Leased
    
    September 19963
    
    Maple Grove, MN(3)
    
    
    6,100
    
    
    
    146
    
    
    Leased(1)
    
    April 19974
    
    Highland Park (St. Paul, MN) (5)
    
    
    5,200
    
    
    
    125
    
    
    Leased
    
    June 19975
    
    Stillwater, MN
    
    
    5,200
    
    
    
    130
    
    
    Leased(1)
    
    July 19976
    
    Apple Valley, MN (5)
    
    
    3,800
    
    
    
    90
    
    
    Leased(1)
    
    July 19977
    
    Forest Lake, MN (5)
    
    
    4,500
    
    
    
    100
    
    
    Leased
    
    October 19978
    
    Minnetonka, MN
    
    
    5,500
    
    
    
    140
    
    
    Owned(2)
    
    December 19979
    
    Plymouth, MN (5)
    
    
    2,100
    
    
    
    49
    
    
    Owned (4)
    
    December 199710
    
    West St. Paul, MN (5)
    
    
    6,800
    
    
    
    140
    
    
    Leased
    
    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
    
    September 200236
    
    Virginia Commons, VA
    
    
    5,600
    
    
    
    186
    
    
    Owned(2)
    
    June 200337
    
    Chantilly, VA
    
    
    6,400
    
    
    
    205
    
    
    Leased
    
    January 200638
    
    Florence, KY
    
    
    5,900
    
    
    
    217
    
    
    Leased
    
    January 200639
    
    Waldorf, MD
    
    
    6,600
    
    
    
    200
    
    
    Leased
    
    June 200640
    
    Coon Rapids, MN
    
    
    6,300
    
    
    
    160
    
    
    Owned(4)
    
    December 200641
    
    Fredericksburg, VA
    
    
    6,500
    
    
    
    219
    
    
    Leased
    
    September 200742
    
    Owings Mills, MD
    
    
    6,700
    
    
    
    219
    
    
    Leased
    
    November 200743
    
    Bolingbrook, IL
    
    
    6,600
    
    
    
    219
    
    
    Leased
    
    November 200744
    
    Oswego, IL
    
    
    6,600
    
    
    
    219
    
    
    Leased
    
    December 2007
 
 All seat count and square footage amounts are approximate. (1)
    
    Restaurant is collateral in a financing lease.(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)
    
    Counter service restaurant 20




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  21




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Market Information
 SM SM
 2007
    
    2006Period
    
    High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    19.33
    
    
    $
    16.21
    
    
    $
    13.99
    
    
    $
    11.102nd Quarter
    
    $
    23.37
    
    
    $
    17.27
    
    
    $
    16.00
    
    
    $
    12.803rd Quarter
    
    $
    23.09
    
    
    $
    15.58
    
    
    $
    15.34
    
    
    $
    12.174th Quarter
    
    $
    18.14
    
    
    $
    11.03
    
    
    $
    17.24
    
    
    $
    14.34
 Holders
  Dividends
  Securities Authorized for Issuance under Equity Compensation Plans
   22




---



##### Table of Contents



Number of SecuritiesRemaining Available forNumber of Securities
    
    
    Weighted-
    
    
    Future Issuance Underto be Issued Upon
    
    
    Average
    
    
    Equity CompensationExercise of
    
    
    Exercise Price of
    
    
    Plans (ExcludingOutstanding Options
    
    
    Outstanding
    
    
    Securities Reflected inWarrants and Rights
    
    
    Options
    
    
    Column (A))Plan Category
    
    (A)
    
    
    (B)
    
    
    (C)Equity compensation plans approved by
shareholders:1995 Stock Option and Compensation Plan
    
    
    167,556
    (1)
    
    $
    5.23
    
    
    
    -0-1998 Director Stock Option Plan
    
    
    180,500
    
    
    $
    5.77
    
    
    
    19,5002005 Stock Incentive Plan
    
    
    75,800
    (1)
    
    $
    10.98
    
    
    
    329,400TOTAL
    
    
    423,856
    
    
    $
    5.74
    
    
    
    348,900Equity compensation plans not approved
by shareholders:1997 Employee Stock Option Plan
    
    
    223,273
    (1)
    
    $
    4.85
    
    
    
    -0-TOTAL
    
    
    647,129
    
    
    $
    5.57
    
    
    
    348,900
 
 (1)
    
    Includes stock options and shares reserved for issuance under the Companys existing
Performance Share Programs: 56,056 shares under the Management Plan, 126,113 shares under the
Employee Plan and 65,800 shares under the 2005 Plan. Stock Performance Graph
    23




---



##### Table of Contents



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 Analysis
    
    
    12/29/2002
    
    
    12/28/2003
    
    
    1/2/2005
    
    
    1/1/2006
    
    
    12/31/2006
    
    
    12/30/2007Famous Daves of America
    
    
    $
    100.00
    
    
    
    $
    166.29
    
    
    
    $
    429.16
    
    
    
    $
    379.36
    
    
    
    $
    555.06
    
    
    
    $
    433.21S&P Small Cap Restaurants
    
    
    $
    100.00
    
    
    
    $
    142.92
    
    
    
    $
    174.51
    
    
    
    $
    178.01
    
    
    
    $
    197.15
    
    
    
    $
    143.44S&P 500
    
    
    $
    100.00
    
    
    
    $
    127.39
    
    
    
    $
    143.92
    
    
    
    $
    150.99
    
    
    
    $
    174.64
    
    
    
    $
    184.50
 
 Source:
    
    CTA Integrated Communications www.ctaintegrated.com (303) 665-4200. Data from ReutersBRIDGE Data Networks PURCHASES OF EQUITY SECURITIES BY THE ISSUER
    24




---



##### Table of Contents



Total Number of
    
    Maximum NumberShares
    
    (or Approximate DollarTotal
    
    
    
    
    
    (or Units)
    
    Value) of SharesNumber of
    
    Average
    
    Purchased as Part
    
    (or Units)Shares
    
    Price Paid
    
    of Publicly
    
    that May Yet be(or Units)
    
    per Share(1)
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    or Programs
    
    Plans or ProgramsMonth #10
(October 1, 2007  October 28, 2007)
    
    
    -0-
    
    
    $
    
    
    
    
    -0-
    
    
    
    1,000,000Month #11
(October 29, 2007  November 25, 2007)
    
    
    286,852
    
    
    $
    14.91
    
    
    
    286,852
    
    
    
    713,148Month #12
(November 26, 2007  December 30, 2007)
    
    
    195,604
    
    
    $
    13.60
    
    
    
    482,456
    
    
    
    517,544
 
 (1)
    
    Excluding Commissions 
 ITEM 6. SELECTED FINANCIAL DATA
   25




---



##### Table of Contents



FINANCIAL HIGHLIGHTS
 FISCAL YEAR
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004 (1)
    
    
    2003($s in 000s, except per share data and average weekly sales)STATEMENTS OF OPERATIONS DATARevenue
    
    $
    125,873
    
    
    $
    116,621
    
    
    $
    102,354
    
    
    $
    99,325
    
    
    $
    97,740Asset impairment and estimated lease
termination and other closing costs
(2)
    
    $
    (596
    )
    
    $
    (1,136
    )
    
    $
    
    
    
    $
    
    
    
    $
    (4,238
    )Income (loss) from operations
    
    $
    10,436
    
    
    $
    9,243
    
    
    $
    8,735
    
    
    $
    7,437
    
    
    $
    (193
    )Equity in loss of unconsolidated
affiliate (3)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (2,155
    )Income tax (expense) benefit
    
    $
    (3,100
    )
    
    $
    (2,737
    )
    
    $
    (2,719
    )
    
    $
    (1,922
    )
    
    $
    1,647Net income (loss)
    
    $
    6,070
    
    
    $
    4,954
    
    
    $
    4,425
    
    
    $
    3,538
    
    
    $
    (2,666
    )Basic net income (loss) per common
share
    
    $
    0.61
    
    
    $
    0.47
    
    
    $
    0.41
    
    
    $
    0.30
    
    
    $
    (0.23
    )Diluted net income (loss) per common
share
    
    $
    0.59
    
    
    $
    0.46
    
    
    $
    0.40
    
    
    $
    0.29
    
    
    $
    (0.23
    )BALANCE SHEET DATA (at year end)Cash and cash equivalents
    
    $
    1,538
    
    
    $
    1,455
    
    
    $
    4,410
    
    
    $
    11,170
    
    
    $
    9,964Total assets
    
    $
    73,942
    
    
    $
    65,859
    
    
    $
    67,426
    
    
    $
    71,761
    
    
    $
    73,767Long-term debt less current
maturities(4)
    
    $
    11,693
    
    
    $
    13,025
    
    
    $
    16,374
    
    
    $
    16,840
    
    
    $
    17,276Total shareholders equity
    
    $
    30,400
    
    
    $
    36,171
    
    
    $
    38,194
    
    
    $
    43,757
    
    
    $
    47,104OTHER DATANumber of restaurants open at year end:Company-owned restaurants
    
    
    44
    
    
    
    41
    
    
    
    38
    
    
    
    38
    
    
    
    38Franchise-operated restaurants
    
    
    120
    
    
    
    104
    
    
    
    88
    
    
    
    66
    
    
    
    54Total restaurants
    
    
    164
    
    
    
    145
    
    
    
    126
    
    
    
    104
    
    
    
    92Company-owned comparable store
Sales increase (decrease) (5)
    
    
    2.1
    %
    
    
    2.9
    %
    
    
    2.1
    %
    
    
    1.1
    %(6)
    
    
    (3.0
    )%Average weekly sales:Company-owned restaurants
    
    $
    50,385
    
    
    $
    47,894
    
    
    $
    45,072
    
    
    $
    44,164
    
    
    $
    42,491Franchise-operated restaurants
    
    $
    56,729
    
    
    $
    58,334
    
    
    $
    55,011
    
    
    $
    51,538
    
    
    $
    47,400
 
 (1)
    
    Fiscal 2004 consisted of 53 weeks. Fiscal 2007, 2006, 2005, and 2003 all consisted of 52 weeks.(2)
    
    Fiscal 2007 reflects impairment charges associated with one restaurant that is still operating. Fiscal 2006 reflects impairment charges associated with one restaurant and
land held for sale one of which was subsequently sold. The other of which continues to operate. 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 a joint venture. 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. 26




---



##### Table of Contents



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
 27




---



##### Table of Contents



Recognition of Franchise-Related Revenue  Accounting for Franchise Fee Revenue
   Asset Impairment and Restructuring Charges Accounting for
the Impairment or Disposal of Long-Lived Assets,
 28




---



##### Table of Contents



Lease Accounting  Accounting for Leases,
 Results of Operations
 Revenue
  29




---



##### Table of Contents



Costs and Expenses
 General and Administrative Expenses 
 (3)
 2007
    
    2006
    
    2005Food and beverage costs (1)
    
    
    30.1
    %
    
    
    30.4
    %
    
    
    30.6
    %Labor and benefits (1)
    
    
    30.3
    %
    
    
    30.0
    %
    
    
    29.3
    %Operating expenses (1)
    
    
    25.6
    %
    
    
    25.3
    %
    
    
    25.0
    %Depreciation & amortization (restaurant level) (1)
    
    
    4.2
    %
    
    
    3.9
    %
    
    
    4.4
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %General and administrative (2)
    
    
    12.4
    %
    
    
    13.2
    %
    
    
    13.1
    %Asset impairment and estimated lease termination
and other closing costs (1)
    
    
    0.6
    %
    
    
    1.1
    %
    
    
    Pre-opening expenses & net loss on disposal of property
(1)
    
    
    1.5
    %
    
    
    0.8
    %
    
    
    0.1
    %Total costs and expenses (2)
    
    
    91.7
    %
    
    
    92.1
    %
    
    
    91.5
    %Income from operations (2)
    
    
    8.3
    %
    
    
    7.9
    %
    
    
    8.5
    %
 
 (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 net losses of $60,000, $7,000, and
$48,000, respectively in fiscal years 2007, 2006, and 2005. Our Rib Team travels around the country
introducing people to our brand of barbeque and builds brand awareness. 30




---



##### Table of Contents



Fiscal Year 2007 Compared to Fiscal Year 2006
 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 30,
    
    December 31,2007
    
    2006Company-Owned
    
    $
    50,385
    
    
    $
    47,894Full-Service
    
    $
    52,326
    
    
    $
    49,482Counter-Service
    
    $
    39,051
    
    
    $
    38,887Franchise-Operated
    
    $
    56,729
    
    
    $
    58,334
 Food and Beverage Costs
  Labor and Benefits
 32




---



##### Table of Contents



Operating Expenses
 Depreciation and Amortization
 General and Administrative Expenses
 Performance
    
    Board of Directors
    
    Unvested StockShares
    
    Shares
    
    Options
    
    Total$920
    
    $270
    
    $85
    
    $1,275
 33




---



##### Table of Contents



Asset Impairment and Estimated Lease Termination and Other Closing Costs
 Pre-opening Expenses 
 Loss on Early Extinguishment of Debt 
 Interest Expense
 Interest Income 
 Income Tax Expense
 34




---



##### Table of Contents



Basic and Diluted Net Income Per Common Share 
  Fiscal Year 2006 Compared to Fiscal Year 2005
 Total Revenue
 Restaurant Sales
 Franchise-Related Revenue
 Licensing and Other Revenue
 Same Store Net Sales
 35




---



##### 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
 Depreciation and Amortization
 General and Administrative Expenses
 36




---



##### Table of Contents



Asset Impairment and Estimated Lease Termination and Other Closing Costs
 Pre-opening Expenses 
 Loss on Early Extinguishment of Debt 
 Interest Expense
 Interest Income 
 Income Tax Expense
 Basic and Diluted Net Income Per Common Share 
  37




---



##### Table of Contents



Recently Issued Accounting Pronouncements
 The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115
 Business Combinations Noncontrolling Interest in Consolidated Financial
Statements, an amendment of ARB
 Fair Value Measurements
 Financial Condition, Liquidity and Capital Resources
    38




---



##### Table of Contents



39




---



##### Table of Contents



40




---



##### Table of Contents



Payments Due by Period
 (in thousands)Contractual Obligations
    
    Total
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    ThereafterLong Term Debt
    
    $
    12,797
    
    
    $
    939
    
    
    $
    939
    
    
    $
    939
    
    
    $
    939
    
    
    $
    939
    
    
    $
    8,102Financing Leases
    
    
    7,266
    
    
    
    580
    
    
    
    597
    
    
    
    603
    
    
    
    622
    
    
    
    628
    
    
    
    4,236Operating Leases
    
    
    107,604
    
    
    
    4,759
    
    
    
    5,044
    
    
    
    5,083
    
    
    
    5,003
    
    
    
    5,037
    
    
    
    82,678Less: Sublease rental
income
    
    
    (8,006
    )
    
    
    (440
    )
    
    
    (441
    )
    
    
    (441
    )
    
    
    (441
    )
    
    
    (441
    )
    
    
    (5,802
    )Total
    
    $
    119,661
    
    
    $
    5,838
    
    
    $
    6,139
    
    
    $
    6,184
    
    
    $
    6,123
    
    
    $
    6,163
    
    
    $
    89,214
  Off-Balance Sheet Arrangements
  Income Taxes
  Inflation
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  41




---



##### Table of Contents



42




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
  Managements Report on Internal Control over Financial Reporting
    
 ITEM 9B. OTHER INFORMATION
  43




---



##### 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




---



##### 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 30, 2007 and December 31, 2006Consolidated Statements of Operations  Years ended December 30, 2007, December 31, 2006
and January 1, 2006Consolidated Statements of Shareholders Equity  Years ended December 30, 2007, December
31, 2006 and January 1, 2006Consolidated Statements of Cash Flows  Years ended December 30, 2007, December 31, 2006
and January 1, 2006Notes 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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 DECEMBER 30, 2007 AND DECEMBER 31, 2006
( in thousands, except share and per-share data )
 December 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,538
    
    
    $
    1,455Restricted cash
    
    
    2,420
    
    
    
    1,425Accounts receivable, net
    
    
    5,098
    
    
    
    3,337Inventories
    
    
    1,987
    
    
    
    1,765Deferred tax asset
    
    
    1,643
    
    
    
    3,234Prepaid expenses and other current assets
    
    
    1,477
    
    
    
    1,576Notes receivable
    
    
    92
    
    
    
    544Total current assets
    
    
    14,255
    
    
    
    13,336Property, equipment and leasehold improvements, net
    
    
    57,243
    
    
    
    50,037Other assets:Notes receivable, less current portion
    
    
    1,165
    
    
    
    1,183Deferred tax asset, less current portion
    
    
    511
    
    
    
    700Other assets
    
    
    768
    
    
    
    603$
    73,942
    
    
    $
    65,859LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    13,000
    
    
    $
    Current portion of long-term debt
    
    
    270
    
    
    
    302Accounts payable
    
    
    6,647
    
    
    
    5,654Accrued compensation and benefits
    
    
    3,011
    
    
    
    3,399Other current liabilities
    
    
    5,157
    
    
    
    3,954Total current liabilities
    
    
    28,085
    
    
    
    13,309Long-term liabilities:Long-term debt, less current portion
    
    
    6,899
    
    
    
    8,119Financing leases
    
    
    4,794
    
    
    
    4,906Other liabilities
    
    
    3,764
    
    
    
    3,354Total liabilities
    
    
    43,542
    
    
    
    29,688Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized
9,606,000 and 10,130,000 shares issued and outstanding
at December 30, 2007 and December 31, 2006,
respectively
    
    
    96
    
    
    
    101Additional paid-in capital
    
    
    21,028
    
    
    
    32,864Retained earnings
    
    
    9,276
    
    
    
    3,206Total shareholders equity
    
    
    30,400
    
    
    
    36,171$
    73,942
    
    
    $
    65,859
  F-3




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
DECEMBER 30, 2007, DECEMBER 31, 2006 AND JANUARY 1, 2006
( in thousands, except share and per-share data)
 December 30,
    
    
    December 31,
    
    
    January 1,2007
    
    
    2006
    
    
    2006Revenue:Restaurant sales, net
    
    $
    107,820
    
    
    $
    100,026
    
    
    $
    89,248Franchise royalty revenue
    
    
    15,718
    
    
    
    13,796
    
    
    
    10,406Franchise fee revenue
    
    
    1,323
    
    
    
    1,825
    
    
    
    1,595Licensing and other revenue
    
    
    1,012
    
    
    
    974
    
    
    
    1,105Total revenue
    
    
    125,873
    
    
    
    116,621
    
    
    
    102,354Costs and expenses:Food and beverage costs
    
    
    32,419
    
    
    
    30,403
    
    
    
    27,297Labor and benefits
    
    
    32,673
    
    
    
    29,960
    
    
    
    26,151Operating expenses
    
    
    27,547
    
    
    
    25,311
    
    
    
    22,339Depreciation and amortization
    
    
    4,980
    
    
    
    4,419
    
    
    
    4,359General and administrative
    
    
    15,603
    
    
    
    15,381
    
    
    
    13,430Asset impairment and estimated
lease termination
and other closing costs
    
    
    596
    
    
    
    1,136
    
    
    
    Pre-opening expenses
    
    
    1,154
    
    
    
    625
    
    
    
    96Loss (gain) on disposal of property
    
    
    465
    
    
    
    143
    
    
    
    (53
    )Total costs and expenses
    
    
    115,437
    
    
    
    107,378
    
    
    
    93,619Income from operations
    
    
    10,436
    
    
    
    9,243
    
    
    
    8,735Other expense:Loss on early extinguishment of debt
    
    
    (12
    )
    
    
    (148
    )
    
    
    Interest expense
    
    
    (1,577
    )
    
    
    (1,721
    )
    
    
    (1,879
    )Interest income
    
    
    293
    
    
    
    331
    
    
    
    270Other income (expense), net
    
    
    30
    
    
    
    (14
    )
    
    
    18Total other expense
    
    
    (1,266
    )
    
    
    (1,552
    )
    
    
    (1,591
    )Income before income taxes
    
    
    9,170
    
    
    
    7,691
    
    
    
    7,144Income tax expense
    
    
    (3,100
    )
    
    
    (2,737
    )
    
    
    (2,719
    )Net income
    
    $
    6,070
    
    
    $
    4,954
    
    
    $
    4,425Basic net income per common share
    
    $
    0.61
    
    
    $
    0.47
    
    
    $
    0.41Diluted net income per common share
    
    $
    0.59
    
    
    $
    0.46
    
    
    $
    0.40Weighted average common shares
outstanding-basic
    
    
    9,960,000
    
    
    
    10,453,000
    
    
    
    10,825,000Weighted average common shares
outstanding-diluted
    
    
    10,298,000
    
    
    
    10,801,000
    
    
    
    11,173,000
  F-4




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED
DECEMBER 30, 2007, DECEMBER 31, 2006 AND JANUARY 1, 2006
( in thousands)
 RetainedAdditional
    
    
    Earnings/Common Stock
    
    
    Paid-In
    
    
    (Accumulated)Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit)
    
    
    TotalBalance-January 2, 2005
    
    
    11,340
    
    
    $
    113
    
    
    $
    49,817
    
    
    $
    (6,173
    )
    
    $
    43,757Exercise 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,425
    
    
    
    4,425Balance-January 1, 2006
    
    
    10,599
    
    
    $
    106
    
    
    $
    39,836
    
    
    $
    (1,748
    )
    
    $
    38,194Exercise of stock options
    
    
    123
    
    
    
    1
    
    
    
    449
    
    
    
    
    
    
    
    450Tax benefit for stock options
exercised
    
    
    
    
    
    
    
    
    
    
    469
    
    
    
    
    
    
    
    469Common stock issued
    
    
    19
    
    
    
    
    
    
    
    303
    
    
    
    
    
    
    
    303Repurchase of common stock
    
    
    (611
    )
    
    
    (6
    )
    
    
    (9,303
    )
    
    
    
    
    
    
    (9,309
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,110
    
    
    
    
    
    
    
    1,110Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,954
    
    
    
    4,954Balance-December 31, 2006
    
    
    10,130
    
    
    $
    101
    
    
    $
    32,864
    
    
    $
    3,206
    
    
    $
    36,171Exercise of stock options
    
    
    305
    
    
    
    3
    
    
    
    1,442
    
    
    
    
    
    
    
    1,445Tax benefit for stock options
exercised
    
    
    
    
    
    
    
    
    
    
    473
    
    
    
    
    
    
    
    473Common stock issued
    
    
    41
    
    
    
    
    
    
    
    325
    
    
    
    
    
    
    
    325Repurchase of common stock
    
    
    (870
    )
    
    
    (8
    )
    
    
    (14,436
    )
    
    
    
    
    
    
    (14,444
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    360Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,070
    
    
    
    6,070Balance-December 30, 2007
    
    
    9,606
    
    
    $
    96
    
    
    $
    21,028
    
    
    $
    9,276
    
    
    $
    30,400
  F-5




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 30, 2007, DECEMBER 31, 2006 AND JANUARY 1, 2006 (in thousands)
 December 30,
    
    
    December 31,
    
    
    January 1,2007
    
    
    2006
    
    
    2006Cash flows from operating activities:Net income
    
    $
    6,070
    
    
    $
    4,954
    
    
    $
    4,425Adjustments to reconcile net income to cash flows
provided by operations:Depreciation and amortization
    
    
    4,980
    
    
    
    4,419
    
    
    
    4,359Amortization of deferred financing costs
    
    
    56
    
    
    
    57
    
    
    
    70Loss on early extinguishment of debt
    
    
    12
    
    
    
    148
    
    
    
    Loss (gain) on disposal of property
    
    
    465
    
    
    
    143
    
    
    
    (53
    )Asset impairment and estimated lease termination
and other
closing costs
    
    
    596
    
    
    
    1,170
    
    
    
    Tax benefit of stock-options exercised
    
    
    
    
    
    
    
    
    
    
    244Deferred income taxes
    
    
    1,781
    
    
    
    1,646
    
    
    
    2,068Deferred rent
    
    
    370
    
    
    
    398
    
    
    
    702Stock-based compensation
    
    
    838
    
    
    
    1,413
    
    
    
    567Changes in operating assets and liabilities:Restricted cash
    
    
    (995
    )
    
    
    (204
    )
    
    
    (1,182
    )Accounts receivable, net
    
    
    (1,761
    )
    
    
    (672
    )
    
    
    (1,062
    )Inventories
    
    
    (261
    )
    
    
    (177
    )
    
    
    (65
    )Prepaid expenses and other current assets
    
    
    99
    
    
    
    (250
    )
    
    
    (444
    )Deposits
    
    
    (234
    )
    
    
    61
    
    
    
    25Accounts payable
    
    
    993
    
    
    
    1,418
    
    
    
    (328
    )Accrued compensation and benefits
    
    
    (507
    )
    
    
    1,196
    
    
    
    237Other current liabilities
    
    
    497
    
    
    
    152
    
    
    
    771Cash flows provided by operations
    
    
    12,999
    
    
    
    15,872
    
    
    
    10,334Cash flows from investing activities:Purchases of property, equipment and leasehold
improvements
    
    
    (14,263
    )
    
    
    (8,159
    )
    
    
    (6,754
    )Sale of property, equipment and leasehold
improvements
    
    
    1,753
    
    
    
    900
    
    
    
    636Payments received on notes receivable
    
    
    180
    
    
    
    245
    
    
    
    457Cash flows used for investing activities
    
    
    (12,330
    )
    
    
    (7,014
    )
    
    
    (5,661
    )Cash flows from financing activities:Proceeds from draws on line of credit
    
    
    19,500
    
    
    
    
    
    
    
    Payments on line of credit
    
    
    (6,500
    )
    
    
    
    
    
    
    Payments for debt issuance costs
    
    
    
    
    
    
    (34
    )
    
    
    (85
    )Payments on long-term debt and capital lease obligations
    
    
    (1,350
    )
    
    
    (3,389
    )
    
    
    (549
    )Proceeds from exercise of stock options
    
    
    1,447
    
    
    
    450
    
    
    
    730Tax benefit of stock-options exercised
    
    
    473
    
    
    
    469
    
    
    
    Repurchase of common stock
    
    
    (14,156
    )
    
    
    (9,309
    )
    
    
    (11,529
    )Cash flows used for financing activities
    
    
    (586
    )
    
    
    (11,813
    )
    
    
    (11,433
    )Increase (decrease) in cash and cash equivalents
    
    
    83
    
    
    
    (2,955
    )
    
    
    (6,760
    )Cash and cash equivalents, beginning of year
    
    
    1,455
    
    
    
    4,410
    
    
    
    11,170Cash and cash equivalents, end of year
    
    $
    1,538
    
    
    $
    1,455
    
    
    $
    4,410
  F-6




---



##### 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




---



##### 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 
 F-8




---



##### 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)
  Pre-opening expenses
 Lease accounting  Accounting for Leases,
 Recoverability of property, equipment and leasehold improvements and asset retirement
obligations Accounting for the Impairment or Disposal of
Long-Lived Assets
   F-9




---



##### 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
Conditional Asset Retirement Obligations
 an interpretation of FASB Statement No. 143
 Public Relations, Marketing Development Fund and Restricted Cash 
 Gift cards 
 Interest income 
 Net income per common share
 F-10




---



##### 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)
    
    2007
    
    
    2006
    
    
    2005Net income per common share  basic:Net income
    
    $
    6,070
    
    
    $
    4,954
    
    
    $
    4,425Weighted average shares outstanding
    
    
    9,960
    
    
    
    10,453
    
    
    
    10,825Net income per common share  basic
    
    $
    0.61
    
    
    $
    0.47
    
    
    $
    0.41Net income per common share  diluted:Net income
    
    $
    6,070
    
    
    $
    4,954
    
    
    $
    4,425Weighted average shares outstanding
    
    
    9,960
    
    
    
    10,453
    
    
    
    10,825Dilutive impact of common stock equivalents outstanding
    
    
    338
    
    
    
    348
    
    
    
    348Adjusted weighted average shares outstanding
    
    
    10,298
    
    
    
    10,801
    
    
    
    11,173Net income per common share  diluted
    
    $
    0.59
    
    
    $
    0.46
    
    
    $
    0.40
  Stock-based compensation Share-Based Payment
  Accounting for
Stock Issued to Employees.
  F-11




---



##### 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)
    (in thousands, except per share data)
    
    2005Net income as reported
    
    $
    4,425Less: Compensation expense
determined under the fair
value method, net of tax
    
    $
    (425
    )Pro forma net income
    
    $
    4,000Net income per common share:Basic EPS as reported
    
    $
    0.41Basic EPS pro forma
    
    $
    0.37Diluted EPS as reported
    
    $
    0.40Diluted EPS pro forma
    
    $
    0.36
  Revenue recognition
 Franchise arrangements 
 F-12




---



##### 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)
  Licensing and other revenue 
  Recently Issued Accounting Pronouncements The Fair Value Option for Financial Assets and Financial Liabilities Including
an Amendment of FASB Statement No. 115
 Business Combinations Noncontrolling Interest in Consolidated Financial
Statements, an amendment of ARB
 Fair Value Measurements
 F-13




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (2) INVENTORIES
  December 30,
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Smallwares and supplies
    
    $
    1,241
    
    
    $
    1,121Food and beverage
    
    
    706
    
    
    
    620Retail goods
    
    
    40
    
    
    
    24$
    1,987
    
    
    $
    1,765
 (3) NOTES RECEIVABLE
  December
    
    
    December30,
    
    
    31,(in thousands)
    
    2007
    
    
    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. (1)
    
    $
    982
    
    
    $
    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.
    
    
    270
    
    
    
    311Utah 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.
    
    
    
    
    
    
    65Rivervalley 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 (7.25% at December
30, 2007 and 8.25% at January 31, 2006) plus 1.50%,
unsecured.
    
    
    5
    
    
    
    50Competition BBQ, Inc.  monthly installments of
approximately $0.4 including interest at 7.0%, due
January 2008, unsecured.
    
    
    
    
    
    
    1Total notes receivable
    
    
    1,257
    
    
    
    1,727Less: current maturities
    
    
    (92
    )
    
    
    (544
    )Long-term portion of notes receivable
    
    $
    1,165
    
    
    $
    1,183
 
 (1)
    
    On February 12, 2007 the Company amended a promissory note receivable with
Famous Ribs, Georgia, LLC, Famous Ribs of Snellville, LLC, Famous Ribs of Marietta, LLC,
Famous Ribs of Alpharetta LLC, and Famous Ribs of Lawrenceville, LLC. The terms of the
note were amended from February 1, 2007 to November 17, 2012 to require a minimum
installment payment of $5,000 each month. In addition, a one-time principal payment of
$10,000 was required and paid on February 1, 2007. On July 1, 2007, an additional
principal payment of $300,000 was required and paid through the redemption of Famous
Daves of America, Inc. common stock. This $300,000 payment was allowed to be applied to
future principal amounts outstanding under the amended promissory note which reduced the
principal and interest amount due until 2012 to $5,000/month. On the maturity date, the
Borrower shall be required to pay the entire remaining principal balance together with
any unpaid accrued interest. F-14




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (3) NOTES RECEIVABLE (continued)
  (in thousands)Fiscal Year2008
    
    $
    922009
    
    
    862010
    
    
    852011
    
    
    912012
    
    
    903Thereafter
    
    
    Total
    
    $
    1,257
 (4) PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
  December 30,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Land, buildings and improvements
    
    $
    58,987
    
    
    $
    48,619Furniture, fixtures and equipment
    
    
    26,745
    
    
    
    21,679Antiques
    
    
    2,552
    
    
    
    2,227Construction in progress
    
    
    3,325
    
    
    
    1,439Assets held for sale
    
    
    
    
    
    
    4,746Accumulated depreciation and amortization
    
    
    (34,366
    )
    
    
    (28,673
    )Property, equipment and leasehold improvements, net
    
    $
    57,243
    
    
    $
    50,037
 (5) OTHER CURRENT LIABILITIES
  December 30,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Gift cards payable
    
    $
    1,617
    
    
    $
    1,378Other liabilities
    
    
    813
    
    
    
    883Sales tax payable
    
    
    662
    
    
    
    575Accrued property and equipment purchases
    
    
    1,533
    
    
    
    742Deferred franchise fees
    
    
    420
    
    
    
    280Financing lease
    
    
    112
    
    
    
    96$
    5,157
    
    
    $
    3,954
 F-15




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (6) CREDIT FACILITY AND DEBT COVENANTS
     (7) LONG-TERM DEBT
  F-16




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (7) LONG-TERM DEBT (continued)
  December 30,
    
    
    December 31,($s in thousands)
    
    2007
    
    
    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.
    
    $
    7,169
    
    
    $
    7,416Notes 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), secured by property and
equipment. (1)
    
    
    
    
    
    
    1,005Total long-term debt
    
    
    7,169
    
    
    
    8,421Less current maturities
    
    
    (270
    )
    
    
    (302
    )Long-term debt net of current maturities
    
    $
    6,899
    
    
    $
    8,119
 
 (1)
    
    During the first quarter of fiscal 2007, we repaid approximately $1.0
million in notes payable related to our Tulsa, Oklahoma company-owned restaurant in
advance, which resulted in an approximate $12,000 non-cash charge to write-off
deferred financing fees.On May 31, 2006, we elected to repay two notes prior to their expiration, related to
our Addison, Illinois and Lincoln Nebraska company-owned restaurants. A total of
approximately $3.0 million was paid to retire these notes early. We recorded a
non-cash charge of approximately $148,000 to write-off deferred financing fees as a
result of the early payoff.  (In thousands)Fiscal Year2008
    
    $
    2702009
    
    
    2992010
    
    
    3292011
    
    
    3612012
    
    
    397Thereafter
    
    
    5,513Total
    
    $
    7,169
 (8) FINANCING LEASE OBLIGATION
 th th
 F-17




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (8) FINANCING LEASE OBLIGATION (continued)
   (9) OPERATING LEASE OBLIGATIONS
   F-18




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (9) OPERATING LEASE OBLIGATIONS (continued)
  (in thousands)Fiscal Year2008
    
    
    4,7592009
    
    
    5,0442010
    
    
    5,0832011
    
    
    5,0032012
    
    
    5,037Thereafter
    
    
    82,678Total future minimum lease commitments
    
    $
    107,604Less: sublease income
    
    
    (8,006
    )Total operating lease obligations
    
    $
    99,598
 (10) RELATED PARTY TRANSACTIONS
 Famous Ribs of Georgia, Snellville, Marietta and Alpharetta, LLC
  F-19




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
  Stock-based Compensation
 For the Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,(in thousands)
    
    2007
    
    
    2006
    
    
    2006Performance Share Programs:Fiscal 2004  2006
    
    $
    
    
    
    $
    38
    
    
    $
    91Fiscal 2005  2007 (1)
    
    
    (286
    )
    
    
    423
    
    
    
    473Fiscal 2006  2008 (1)
    
    
    14
    
    
    
    271
    
    
    
    3Fiscal 2007  2009 (1)
    
    
    349
    
    
    
    
    
    
    
    Performance Shares
    
    $
    77
    
    
    $
    732
    
    
    $
    567Director Shares
    
    
    478
    
    
    
    303
    
    
    
    Stock Options (1)
    
    
    283
    
    
    
    378
    
    
    
    Deferred Stock Units
    
    
    (18
    )
    
    
    34
    
    
    
    $
    820
    
    
    $
    1,447
    
    
    $
    567
  
 (1)
    
    In December 2007, our Chief Executive Officer ceased employment with the
Company. As a result, we adjusted our performance share expense under these programs and stock option expense to
reflect the cancellation of these unearned grants. F-20




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
(continued)
  Number of
    
    
    Weighted Average(number of options in thousands)
    
    Options
    
    
    Exercise PriceOptions 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
    
    
    
    5.24Canceled or expired
    
    
    (24
    )
    
    
    6.01Exercised
    
    
    (305
    )
    
    
    4.75Options outstanding at December 30, 3007
    
    
    399
    
    
    $
    5.57Options exercisable  January 1, 2006
    
    
    539
    
    
    $
    4.66Options exercisable  December 31, 2006
    
    
    580
    
    
    $
    5.05Options exercisable  December 30, 2007
    
    
    359
    
    
    $
    5.52Weighted average fair value of options
granted during the year ended January 1,
2006
    
    
    
    
    
    $
    10.98
  Options(number outstanding and number exercisable in thousands)
    
    Total outstanding
    
    
    ExercisableWeighted-average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Exercise
    
    Number
    
    
    remaining
    
    
    average
    
    
    Number
    
    
    averageprices
    
    outstanding
    
    
    contractual life
    
    
    exercise price
    
    
    exercisable
    
    
    exercise price$2.00    $  3.00
    
    
    15
    
    
    1.76 years
    
    $
    2.27
    
    
    
    15
    
    
    $
    2.27$3.19    $  4.78
    
    
    109
    
    
    3.18 years
    
    $
    3.80
    
    
    
    109
    
    
    $
    3.80$4.82    $  7.23
    
    
    245
    
    
    5.84 years
    
    $
    5.94
    
    
    
    205
    
    
    $
    5.93$8.07   $12.11
    
    
    30
    
    
    6.89 years
    
    $
    10.50
    
    
    
    30
    
    
    $
    10.50399
    
    
    5.04 years
    
    $
    5.57
    
    
    
    359
    
    
    $
    5.52
   F-21




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES
(continued)
 2005 Stock Incentive Plan
  Performance Shares
     F-22




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION,
AND COMMON SHARE REPURCHASES (continued)
  Deferred Stock Unit Plan
   F-23




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION,
AND COMMON SHARE REPURCHASES (continued)
  Common Share Repurchases
     Board of Directors Compensation
  F-24




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (11) STOCK OPTIONS, PERFORMANCE SHARES, OTHER FORMS OF COMPENSATION,
AND COMMON SHARE REPURCHASES (continued)
 
 Warrants
  (12) INCOME TAXES
   (In thousands)
    
    2007
    
    
    2006
    
    
    2005Current:Federal
    
    $
    758
    
    
    $
    859
    
    
    $
    175State
    
    
    367
    
    
    
    248
    
    
    
    4961,125
    
    
    
    1,107
    
    
    $
    671Deferred:Federal
    
    
    1,982
    
    
    
    1,327
    
    
    
    1,797State
    
    
    (7
    )
    
    
    303
    
    
    
    2511,975
    
    
    
    1,630
    
    
    
    2,048Total tax provision
    
    $
    3,100
    
    
    $
    2,737
    
    
    $
    2,719
  F-25




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (12) INCOME TAXES (continued)
 Accounting for Income Taxes
  December 30,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006Current deferred tax assets (liabilities):Tax credit carryover
    
    $
    1,720
    
    
    $
    3,057Net operating loss carry-forwards
    
    
    83
    
    
    
    198Prepaid expenses
    
    
    (397
    )
    
    
    (530
    )Inventories
    
    
    (434
    )
    
    
    (372
    )Other
    
    
    427
    
    
    
    209Financing lease
    
    
    (259
    )
    
    
    Accrued and deferred compensation
    
    
    503
    
    
    
    672Total short-term deferred tax assets
    
    $
    1,643
    
    
    $
    3,234Long-term deferred tax assets:Property and equipment basis difference
    
    $
    374
    
    
    $
    550Other
    
    
    137
    
    
    
    150Total long-term deferred tax assets:
    
    $
    511
    
    
    $
    700
  Fiscal Year2007
    
    
    2006
    
    
    2005Federal statutory tax rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    34.0
    %State taxes, net of federal benefit
    
    
    2.7
    
    
    
    2.2
    
    
    
    4.3Tax effect of permanent differences
    
    
    2.4
    
    
    
    2.7
    
    
    
    2.5Tax effect of general business credits
    
    
    (5.0
    )
    
    
    (5.0
    )
    
    
    (5.2
    )Other
    
    
    (0.3
    )
    
    
    1.7
    
    
    
    2.4Effective tax rate
    
    
    33.8
    %
    
    
    35.6
    %
    
    
    38.0
    %
 F-26




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (13) SUPPLEMENTAL CASH FLOWS INFORMATION
 Fiscal Year(in thousands)
    
    2007
    
    2006
    
    2005Cash paid for interest
    
    $
    1,477
    
    
    $
    1,606
    
    
    $
    1,698Cash paid for taxes
    
    $
    1,446
    
    
    $
    927
    
    
    $
    409Non-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
    
    
    $
    508Accrued property and equipment purchases
    
    $
    791
    
    
    $
    295
    
    
    $
    447Deferred tax asset related to tax benefit of
stock options exercised
    
    $
    (473
    )
    
    $
    (469
    )
    
    $
    (244
    )Issuance of common stock to independent
board members
    
    $
    478
    
    
    $
    303
    
    
    $
    Redemption of note receivable by common
stock buyback
    
    $
    289
    
    
    $
    
    
    
    $
    
 (14) RETIREMENT SAVINGS PLANS
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
   F-27




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 (14) RETIREMENT SAVINGS PLANS (continued)
   (15) SELECTED QUARTERLY DATA (Unaudited)
  First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth Quarter(in thousands, except per share data)
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006Revenue
    
    $
    29,003
    
    
    $
    27,088
    
    
    $
    33,535
    
    
    $
    30,740
    
    
    $
    31,902
    
    
    $
    30,812
    
    
    $
    31,433
    
    
    $
    27,981Income from
operations
    
    $
    2,417
    
    
    $
    1,581
    
    
    $
    3,469
    
    
    $
    2,936
    
    
    $
    2,904
    
    
    $
    2,896
    
    
    $
    1,646
    
    
    $
    1,830Net income
    
    $
    1,402
    
    
    $
    742
    
    
    $
    2,139
    
    
    $
    1,524
    
    
    $
    1,732
    
    
    $
    1,597
    
    
    $
    797
    
    
    $
    1,061Basic net income
per common share
    
    $
    0.14
    
    
    $
    0.07
    
    
    $
    0.21
    
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.08
    
    
    $
    0.10Diluted net income
per common share
    
    $
    0.13
    
    
    $
    0.07
    
    
    $
    0.21
    
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.08
    
    
    $
    0.10
 (16) LITIGATION
  F-28




---



##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
 
 Financial Statement Schedule
 
 SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
 Additions
    
    DeductionsCredits to CostsCharged to
    
    and ExpensesBalance at
    
    Costs and
    
    and Other
    
    Balance at End(In thousands)
    
    Beginning of Period
    
    Expenses
    
    Accounts
    
    of PeriodYear 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
    )
    
    $
    330.0Year ended December 30,
2007:Allowance for doubtful
accounts
    
    $
    14.2
    
    
    $
    19.6
    
    
    $
    (17.9
    )
    
    $
    15.9Reserve for lease
termination costs
    
    $
    330.0
    
    
    $
    
    
    
    $
    (159.0
    )
    
    $
    171.0
 F-29




---



##### Table of Contents



SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)Dated: March 14, 2008
    By:
    /s/ F. Lane Cardwell, Jr.F. Lane Cardwell, Jr.Interim President and Chief Executive Officer  Signature


    Title/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/ Mary L. Jeffries

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

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

Dean A. Riesen
        
    Director




---



##### 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 Employee 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
    
    First Amended and Restated Executive Elective Deferred
Stock Unit Plan dated January 1, 2008




---



##### 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
    
    Second Amended and Restated Non-Qualified Deferred
Compensation Plan, dated January 1, 200810.17
    
    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, 200510.18
    
    Amendment to 1995 Employee Stock Option and Compensation Plan,
effective November 7, 2006, incorporated by reference to
Exhibit 10.2 to Form 10-Q filed November 9, 200610.19
    
    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, 200710.20
    
    Form of Director Stock Grant, incorporated by reference to
Exhibit 10.3 to Form 8-K filed February 27, 200710.21
    
    Interim Employment Agreement dated as of December 13, 2007
between Famous Daves of America, Inc. and F. Lane Cardwell,
Jr.10.22
    
    Form of Severance Agreement dated January 4, 2008, between
Famous Daves of America, Inc. and each of Diana G. Purcel and
Christopher ODonnell, incorporated by reference to Exhibit
10.1 for Form 8-K filed January, 8, 200810.23
    
    Form of 2008  2010 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 January 18, 200810.24
    
    Form of Director Stock Grant, incorporated by reference to
Exhibit 10.3 to Form 8-K filed February 21, 2008




---



##### Table of Contents



Exhibit No.
    
    Description21.0
    
    Subsidiaries of Famous Daves of America, Inc.23.1
    
    Consent of Grant Thornton LLP31.1
    
    Certification of Interim 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 Interim 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