8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2010

Famous Dave’s of America, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation)	0-21625 (Commission File Number)	41-1782300 (IRS Employer Identification No.)
	(Address of principal executive offices)	(Zip Code)

12701 Whitewater Drive, Suite 200, Minnetonka, MN       55343
(952) 294-1300
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

          The information in this Item is furnished to, but not filed with, the Securities and Exchange Commission (the “Commission”) solely under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.”

          On July 28, 2010, we issued a press release reporting the financial results for our second quarter ended July 4, 2010. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

99.1 Famous Dave’s of America, Inc. Press Release dated July 28, 2010.

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Famous Dave’s of America, Inc.
Date: July 28, 2010	By:	/s/ Diana G. Purcel
		Name:	Diana G. Purcel
		Title:	Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

Contact:	Diana G. Purcel — Chief Financial Officer
	952-294-1300

Famous Dave’s Reports Second Quarter Earnings of $0.29 per share

MINNEAPOLIS, July 28, 2010 — Famous Dave’s of America, Inc. (NASDAQ: DAVE) today announced revenue and net income of $40.7 million and $2.5 million, respectively, or $0.29 per diluted share, for the second quarter ended July 4, 2010. This compares to revenue and net income of $36.3 million and $2.4 million, respectively, or $0.26 per diluted share for the comparable period in 2009. For the first six months of 2010, the Company had revenue and net income of $73.3 million and $5.2 million, respectively, or $0.58 per diluted share. For the 2009 comparable period, the Company had revenue and net income of $70.1 million and $3.7 million, respectively, or $0.40 per diluted share.

“Our operations team once again delivered a solid quarter,” said Christopher O’Donnell, president and CEO of Famous Dave’s. “Our results, during a time when consumers continue to be cautious in their spending behaviors, reflect the focused discipline of our organization and our passion to take care of our guests.”

Same store sales for company-owned restaurants open for 24 months or more increased 0.6 percent during the quarter, reflecting a meaningful improvement over a negative 9.4 percent for the second quarter of 2009. The comparable sales increase included a weighted average price increase of approximately 1.0 percent. Comparable sales for company-owned restaurants decreased 1.4% during the first half of 2010, compared to a decrease of 7.5% for the first half of 2009.

Franchise royalty revenue for the second quarter of 2010 totaled $4.2 million, a decrease of 5.0% from the comparable period in 2009. The decrease in royalty revenue primarily reflects the impact of lost royalties from eight New York and New Jersey locations, seven of which were purchased by the company in March of this year, along with a decrease in comparable sales of 0.6%. Franchise royalty revenue for the first half of 2010 totaled $8.2 million, with the year over year decrease of 4.8% again reflecting the impact of lost royalties from the NY/NJ acquisition as well as a decrease of 1.7% in comparable sales.

Stock-based and Board of Directors Cash Compensation and Common Share Repurchase

Earnings results for the second quarter of 2010 included approximately $340,000 or $0.03 per diluted share, in compensation expense related to the company’s stock-based incentive programs and board of directors’ cash compensation, as compared to approximately $237,000 or $0.02 per diluted share, for the prior year comparable period. The increase in stock-based compensation is primarily due to an increase in the Company’s stock price over the prior year. Stock-based compensation expense and board of directors’ cash compensation expense for the six months ended July 4, 2010 was approximately $696,000 or $0.05 per diluted share, compared to approximately $375,000 or $0.03 per diluted share for the prior year comparable period.

The company repurchased 224,150 shares of common stock during the fiscal 2010 second quarter at an average price of $8.66 per share, excluding commissions, for a total of approximately $1.9 million. The company has repurchased approximately 654,000 shares of common stock during the first six months of 2010 at an average price of $7.51 per share, excluding commissions, for a total of $4.9 million. The Company has now repurchased approximately 761,000 shares under its current 1,000,000 share authorization.

Marketing and Development

Development and marketing highlights during the quarter included a successful “limited time offer” of “80 Proof BBQ”. The current limited time offering, “USA of Barbeque,” highlights the return of a successful promotion from last summer with the addition of Santa Maria Tri Tip. On August 1^st, we will again be featuring “Dave’s Day” which honors our founder, Dave Anderson, and provides a free entrée for those named Dave.

“We were pleased with the contributions from all of our restaurants during the quarter, including the seven New York and New Jersey restaurants which were added to our company-owned portfolio earlier this year,” O’Donnell said. “Our operations team did a great job of controlling costs as well as continuing to enhance the overall guest experience.”

Famous Dave’s opened two new franchise-operated restaurants during the second quarter, in Gilbert, AZ and Idaho Falls, ID. Famous Dave’s ended the quarter with 177 restaurants, including 52 company-owned restaurants and 125 franchise-operated restaurants, located in 36 states.

Outlook

The company is updating its guidance on restaurant development, and anticipates opening one company-owned restaurant and approximately eight to ten franchise-operated restaurants during fiscal 2010. The majority of the remaining openings for 2010 will be in the fourth quarter.

Conference Call

The company will host a conference call tomorrow, July 29, 2010, at 10:00 a.m. Central Time to discuss its second quarter financial results. There will be a live webcast of the discussion through the Investor Relations section of Famous Dave’s web site at www.famousdaves.com.

About Famous Dave’s

Famous Dave’s of America, Inc. develops, owns, operates and franchises barbeque restaurants. As of today, the company owns 52 locations and franchises 125 additional units in 36 states. Its menu features award-winning barbequed and grilled meats, an ample selection of salads, side items and sandwiches, and unique desserts.

FAMOUS DAVE’S OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)

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

FAMOUS DAVE’S OF AMERICA, INC. AND SUBSIDIARIES
OPERATING RESULTS
(unaudited)

	Three Months Ended						Six Months Ended
	July 4,			June 28,			July 4,			June 28,
	2010			2009			2010			2009
Food and beverage costs (1)		29.3	%		30.1	%		29.3	%		30.1	%
Labor and benefits (1)		30.4	%		29.7	%		31.4	%		30.7	%
Operating expenses (1)		26.6	%		25.9	%		26.7	%		25.9	%
Depreciation & amortization (restaurant level) (1)		3.4	%		3.6	%		3.7	%		3.8	%
Depreciation & amortization (corporate level) (2)		0.4	%		0.4	%		0.4	%		0.4	%
General and administrative (2)		9.6	%		10.9	%		10.5	%		11.8	%
Asset impairment and estimated lease termination and other closing costs (1)		—			(1.4	%)		(0.1	%)		(0.5	%)
Pre-opening expenses and net loss on disposal of property (1)		0.1	%		—			0.1	%		—
Gain on acquisition, net of acquisition costs(1)		—			—			(3.2	%)		—
Total costs and expenses (2)		89.8	%		87.8	%		88.4	%		90.2	%
Income from operations (2)		10.2	%		12.2	%		11.6	%		9.8	%

(1)	As a percentage of restaurant sales, net
(2)	As a percentage of total revenue

FAMOUS DAVE’S OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	July 4,		January 3,
	2010		2010
ASSETS
Cash and cash equivalents	$	1,789	$	2,996
Other current assets		9,747		9,486
Property, equipment and leasehold improvements, net		60,941		54,818
Other assets		3,499		1,081
Total assets	$	75,976	$	68,381
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	13,222	$	12,464
Line of credit		12,500		13,500
Other long-term obligations		16,327		9,423
Shareholders’ equity		33,927		32,994
Total liabilities and shareholders’ equity	$	75,976	$	68,381

FAMOUS DAVE’S OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

	Six Months Ended
	July 4,			June 28,
	2010			2009
Cash flows provided by operating activities	$	6,386		$	7,322
Cash flows used for investing activities		(8,320	)		(442	)
Cash flows provided by (used for) financing activities		727			(6,631	)
(Decrease) / increase in cash and cash equivalents	$	(1,207	)	$	249

SUPPLEMENTAL SALES INFORMATION
(unaudited)

	Three Months Ended						Six Months Ended
	July 4,			June 28,			July 4,			June 28,
	2010			2009			2010			2009
Restaurant Sales (in thousands)
Company-Owned	$	36,213		$	31,546		$	64,606		$	60,837
Franchised-Operated	$	90,136		$	93,629		$	175,278		$	180,855
Total number of restaurants:
Company-Owned		52			46			52			46
Franchise-Operated		125			130			125			130
Total		177			176			177			176
Total weighted average weekly net sales (AWS):
Company-Owned	$	53,471		$	52,667		$	49,833		$	50,278
Franchise-Operated	$	56,518		$	56,441		$	54,401		$	55,567
AWS 2005 and Post 2005: (1)
Company-Owned	$	60,107		$	62,359		$	56,712		$	60,694
Franchise-Operated	$	60,657		$	62,179		$	58,643		$	61,528
AWS Pre 2005: (1)
Company-Owned	$	49,650		$	49,246		$	46,377		$	46,654
Franchise-Operated	$	49,519		$	48,225		$	47,423		$	47,252
Operating Weeks:
Company-Owned		676			598			1,289			1,209
Franchise-Operated		1,593			1,656			3,219			3,250
Comparable net sales (24 month):
Company-Owned %		0.6	%		(9.4	%)		(1.4	%)		(7.5	%)
Franchise-Operated %		(0.6	%)		(10.9	%)		(1.7	%)		(8.6	%)
Total number of comparable restaurants:
Company-Owned		42			38			41			38
Franchise-Operated		99			94			96			93

⁽¹⁾ Provides further delineation of AWS for restaurants opened during the pre-fiscal 2005, and restaurants opened during the post-fiscal 2005, timeframes.

Statements in this press release that are not strictly historical, including but not limited to statements regarding the timing of our restaurant openings and the timing or success of our expansion plans, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, which may cause the company’s actual results to differ materially from expected results. Although Famous Dave’s of America, Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectation will be attained. Factors that could cause actual results to differ materially from Famous Dave’s expectation include financial performance, restaurant industry conditions, execution of restaurant development and construction programs, franchisee performance, changes in local or national economic conditions, availability of financing, governmental approvals and other risks detailed from time to time in the company’s SEC reports.