##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended July 1, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-21625
 FAMOUS DAVES of AMERICA, INC.
  Minnesota
(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
 þ o
  o þ o
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FAMOUS DAVES OF AMERICA, INC.
TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Consolidated Financial StatementsConsolidated Balance Sheets As of July 1, 2007 and December 31, 2006
    
    3Consolidated Statements of Operations For the three and six months ended July 1, 2007 and July 2, 2006
    
    4Consolidated Statements of Cash Flows For the six months ended July 1, 2007 and July 2, 2006
    
    5Notes to Consolidated Financial Statements
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    16Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    26Item 4
    
    Controls and Procedures
    
    26PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    27Item 2
    
    Purchases of Equity Securities by the Issuer
    
    27Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    29Item 6
    
    Exhibits
    
    30SIGNATURES
    
    31CERTIFICATIONSCertification of CEOCertification of CFOSection 1350 Certifications
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 1, 2007 AND DECEMBER 31, 2006  (in thousands, except share and per-share data)
(Unaudited)
 July 1,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,935
    
    
    $
    1,049Restricted cash
    
    
    1,378
    
    
    
    1,425Accounts receivable, net
    
    
    3,666
    
    
    
    3,337Inventories
    
    
    1,756
    
    
    
    1,765Deferred tax asset
    
    
    2,750
    
    
    
    3,234Prepaid expenses and other current assets
    
    
    1,025
    
    
    
    1,576Notes receivable
    
    
    563
    
    
    
    544Total current assets
    
    
    14,073
    
    
    
    12,930Property, equipment and leasehold improvements, net
    
    
    49,032
    
    
    
    50,037Other assets:Notes receivable, less current portion
    
    
    1,074
    
    
    
    1,183Deferred tax asset, less current portion
    
    
    889
    
    
    
    889Other assets
    
    
    539
    
    
    
    603$
    65,607
    
    
    $
    65,642LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    
    
    
    
    Current portion of long-term debt
    
    
    258
    
    
    
    302Accounts payable
    
    
    5,293
    
    
    
    5,248Accrued compensation and benefits
    
    
    3,021
    
    
    
    3,399Other current liabilities
    
    
    3,369
    
    
    
    3,858Total current liabilities
    
    
    11,941
    
    
    
    12,807Long-term liabilities:Long-term debt, less current portion
    
    
    7,037
    
    
    
    8,119Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities
    
    
    4,716
    
    
    
    4,381Total liabilities
    
    
    28,194
    
    
    
    29,807Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized
10,047,000 and 10,130,000 shares issued and outstanding at
July 1, 2007 and December 31, 2006, respectively
    
    
    100
    
    
    
    101Additional paid-in capital
    
    
    31,041
    
    
    
    32,863Retained earnings
    
    
    6,272
    
    
    
    2,871Total shareholders equity
    
    
    37,413
    
    
    
    35,835$
    65,607
    
    
    
    65,642
  3




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
JULY 1, 2007 AND JULY 2, 2006  (in thousands, except share and per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Restaurant sales, net
    
    $
    28,726
    
    
    $
    26,472
    
    
    $
    53,667
    
    
    $
    49,688Franchise royalty revenue
    
    
    4,132
    
    
    
    3,570
    
    
    
    7,781
    
    
    
    6,710Franchise fee revenue
    
    
    241
    
    
    
    404
    
    
    
    556
    
    
    
    966Licensing and other revenue
    
    
    436
    
    
    
    294
    
    
    
    534
    
    
    
    464Total revenue
    
    
    33,535
    
    
    
    30,740
    
    
    
    62,538
    
    
    
    57,828Costs and expenses:Food and beverage costs
    
    
    8,661
    
    
    
    8,032
    
    
    
    16,272
    
    
    
    15,036Labor and benefits
    
    
    8,323
    
    
    
    7,377
    
    
    
    15,803
    
    
    
    14,564Operating expenses
    
    
    7,261
    
    
    
    6,639
    
    
    
    13,454
    
    
    
    12,629Depreciation and amortization
    
    
    1,115
    
    
    
    1,063
    
    
    
    2,255
    
    
    
    2,190General and administrative
    
    
    4,573
    
    
    
    3,687
    
    
    
    8,696
    
    
    
    7,695Asset impairment
    
    
    
    
    
    
    784
    
    
    
    
    
    
    
    784Pre-opening expenses
    
    
    36
    
    
    
    217
    
    
    
    42
    
    
    
    399Net loss on disposal of property and sale of restaurant
    
    
    82
    
    
    
    5
    
    
    
    100
    
    
    
    14Total costs and expenses
    
    
    30,051
    
    
    
    27,804
    
    
    
    56,622
    
    
    
    53,311Income from operations
    
    
    3,484
    
    
    
    2,936
    
    
    
    5,916
    
    
    
    4,517Other income (expense):Loss on early extinguishment of debt
    
    
    
    
    
    
    (148
    )
    
    
    (12
    )
    
    
    (148
    )Interest expense
    
    
    (395
    )
    
    
    (461
    )
    
    
    (803
    )
    
    
    (932
    )Interest income
    
    
    77
    
    
    
    90
    
    
    
    153
    
    
    
    195Other income (expense), net
    
    
    38
    
    
    
    (8
    )
    
    
    42
    
    
    
    (46
    )Total other expense
    
    
    (280
    )
    
    
    (527
    )
    
    
    (620
    )
    
    
    (931
    )Income before income taxes
    
    
    3,204
    
    
    
    2,409
    
    
    
    5,296
    
    
    
    3,586Income tax provision
    
    
    (1,145
    )
    
    
    (885
    )
    
    
    (1,895
    )
    
    
    (1,320
    )Net income
    
    $
    2,059
    
    
    $
    1,524
    
    
    $
    3,401
    
    
    $
    2,266Basic net income per common share
    
    $
    0.20
    
    
    $
    0.14
    
    
    $
    0.34
    
    
    $
    0.21Diluted net income per common share
    
    $
    0.20
    
    
    $
    0.14
    
    
    $
    0.33
    
    
    $
    0.21Weighted average common shares
outstanding  basic
    
    
    10,068,000
    
    
    
    10,573,000
    
    
    
    10,099,000
    
    
    
    10,590,000Weighted average common shares
outstanding  diluted
    
    
    10,431,000
    
    
    
    10,935,000
    
    
    
    10,459,000
    
    
    
    10,942,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
JULY 1, 2007 and JULY 2, 2006  (in thousands)
(Unaudited)
 Six Months EndedJuly 1,
    
    
    July 2,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    3,401
    
    
    $
    2,266Adjustments to reconcile net income to cash flows provided by operations:Depreciation and amortization
    
    
    2,255
    
    
    
    2,190Amortization of deferred financing costs
    
    
    28
    
    
    
    32Net loss on disposal of property and sale of restaurant
    
    
    100
    
    
    
    14Gain on elimination of liability
    
    
    (49
    )
    
    
    Loss on early extinguishment of debt
    
    
    12
    
    
    
    148Asset impairment
    
    
    
    
    
    
    784Deferred income taxes
    
    
    484
    
    
    
    1,133Deferred rent
    
    
    198
    
    
    
    278Stock-based compensation
    
    
    1,024
    
    
    
    692Changes in operating assets and liabilities:Restricted cash
    
    
    47
    
    
    
    (314
    )Accounts receivable, net
    
    
    (329
    )
    
    
    14Inventories
    
    
    (30
    )
    
    
    (182
    )Prepaid expenses and other current assets
    
    
    575
    
    
    
    262Accounts payable
    
    
    45
    
    
    
    1,091Accrued compensation and benefits
    
    
    (531
    )
    
    
    171Other current liabilities
    
    
    (88
    )
    
    
    (599
    )Long-term deferred compensation
    
    
    136
    
    
    
    Cash flows provided by operations
    
    
    7,278
    
    
    
    7,980Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (3,415
    )
    
    
    (3,587
    )Sale of restaurant to franchise partner
    
    
    1,753
    
    
    
    Payments received on notes receivable
    
    
    90
    
    
    
    109Cash flows used for investing activities
    
    
    (1,572
    )
    
    
    (3,478
    )Cash flows from financing activities:Proceeds from draws on line of credit
    
    
    5,500
    
    
    
    Payments on line of credit
    
    
    (5,500
    )
    
    
    Payment for debt issuance costs
    
    
    
    
    
    
    (25
    )Payments on long-term debt
    
    
    (1,126
    )
    
    
    (3,165
    )Proceeds from exercise of stock options
    
    
    158
    
    
    
    89Tax benefit of stock-options exercised
    
    
    121
    
    
    
    46Repurchase of common stock
    
    
    (2,973
    )
    
    
    (2,354
    )Cash flows used for financing activities
    
    
    (3,820
    )
    
    
    (5,409
    )Increase (decrease) in cash and cash equivalents
    
    
    1,886
    
    
    
    (907
    )Cash and cash equivalents, beginning of period
    
    
    1,049
    
    
    
    4,410Cash and cash equivalents, end of period
    
    $
    2,935
    
    
    $
    3,503
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
 (1) Basis of Presentation
    (2) Net Income Per Common Share
   Three Months
    
    
    Six MonthsEnded
    
    
    Ended(in thousands, except per-share data)
    
    July 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income per common share  basic:Net income
    
    $
    2,059
    
    
    $
    1,524
    
    
    $
    3,401
    
    
    $
    2,266Weighted average shares outstanding
    
    
    10,068
    
    
    
    10,573
    
    
    
    10,099
    
    
    
    10,590Net income per common share  basic
    
    $
    0.20
    
    
    $
    0.14
    
    
    $
    0.34
    
    
    $
    0.21Net income per common share  diluted:Net income
    
    $
    2,059
    
    
    $
    1,524
    
    
    $
    3,401
    
    
    $
    2,266Weighted average shares outstanding
    
    
    10,068
    
    
    
    10,573
    
    
    
    10,099
    
    
    
    10,590Dilutive impact of common stock
equivalents outstanding
    
    
    363
    
    
    
    362
    
    
    
    360
    
    
    
    352Adjusted weighted average shares outstanding
    
    
    10,431
    
    
    
    10,935
    
    
    
    10,459
    
    
    
    10,942Net income per common share  diluted
    
    $
    0.20
    
    
    $
    0.14
    
    
    $
    0.33
    
    
    $
    0.21
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (3) Public Relations and Marketing Development Fund and Restricted Cash
  (4) Credit Facility
     7




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (5) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
  Stock Options
  (number of options in thousands)
    
    Number of
    
    
    Weighted AverageOptions
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    728
    
    
    $
    5.24Granted
    
    
    
    
    
    
    Exercised
    
    
    (15
    )
    
    
    6.83Canceled or expired
    
    
    
    
    
    
    Outstanding at April 1, 2007
    
    
    713
    
    
    $
    5.21Granted
    
    
    
    
    
    $
    Exercised
    
    
    (12
    )
    
    
    4.91Canceled or expired
    
    
    (2
    )
    
    
    6.50Outstanding at July 1, 2007
    
    
    699
    
    
    $
    5.21Options Exercisable at July 1, 2007
    
    
    595
    
    
    $
    5.09
 Performance Shares
   8




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (5) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
   Deferred Stock Unit Plan
   9




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (5) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
    Board of Directors Compensation
   10




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (5) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
  Stock-based Compensation
 (in thousands)
    
    Three Months Ended
    
    
    Six Months EndedJuly 1,
    
    
    July 2,
    
    
    July 1,
    
    
    July 2,2007
    
    
    2006
    
    
    2007
    
    
    2006Performance Share Programs:Fiscal 2004  2006
    
    $
    
    
    
    $
    9
    
    
    $
    
    
    
    $
    25Fiscal 2005  2007
    
    
    85
    
    
    
    100
    
    
    
    186
    
    
    
    218Fiscal 2006  2008
    
    
    68
    
    
    
    70
    
    
    
    135
    
    
    
    148Fiscal 2007  2009
    
    
    150
    
    
    
    
    
    
    
    300
    
    
    
    Performance Shares
    
    $
    303
    
    
    $
    179
    
    
    $
    621
    
    
    $
    391Director Shares
    
    
    119
    
    
    
    76
    
    
    
    239
    
    
    
    76Stock Options
    
    
    62
    
    
    
    64
    
    
    
    164
    
    
    
    216Deferred Stock Units
    
    
    16
    
    
    
    2
    
    
    
    13
    
    
    
    9$
    500
    
    
    $
    321
    
    
    $
    1,037
    
    
    $
    692
 Common Share Repurchases
  (6)
    
    Retirement Savings Plans
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
  11




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (6) Retirement Savings Plans (continued)
     (7) Acquisition of Florence, Kentucky Restaurant
  12




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (8) Payoff of Notes Payable
   (9) Sale of Rogers, Arkansas Restaurant
  (10) Asset Impairment
  13




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (11) Supplemental Cash Flow Information
 (in thousands)
    
    Six Months EndedJuly 1,
    
    
    July 2,2007
    
    
    2006Cash paid for interest
    
    $
    718
    
    
    $
    868Cash paid for taxes
    
    $
    1,333
    
    
    $
    314Non-cash investing and financing activities:Reclassification of other current assets to assets held for sale
    
    $
    
    
    
    $
    793Reclassification of other current liabilities to assets held
for sale
    
    $
    19
    
    
    $
    170Accrual for property and equipment purchases
    
    $
    295
    
    
    $
    693Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    153
    
    
    $
    Deferred tax asset related to tax benefit of stock options
exercised
    
    $
    (121
    )
    
    $
    (46
    )Issuance of common stock to independent board members
    
    $
    478
    
    
    $
    227
 (12) Income Taxes  Adoption of Financial Interpretation (FIN) No. 48
 Accounting for Uncertainty in Income Taxes an Interpretation of
FASB Statement No. 109. Accounting for Income Taxes,
     14




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANACIAL STATEMENTS (CONTINUED)
 (13) Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets
and Financial Liabilities  Including an Amendment of SFAS No. 115.
 Fair Value Measurements
 (14) Subsequent Events
  15




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




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 General and Administrative Expenses
  (3)
 FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
OPERATING RESULTS
 Three Months
    
    Six MonthsEnded
    
    EndedJuly 1,
    
    July 2,
    
    July 1,
    
    July 2,2007
    
    2006
    
    2007
    
    2006Food and beverage costs (1)
    
    
    30.2
    %
    
    
    30.3
    %
    
    
    30.3
    %
    
    
    30.3
    %Labor and benefits (1)
    
    
    29.0
    %
    
    
    27.9
    %
    
    
    29.5
    %
    
    
    29.3
    %Operating expenses (1)
    
    
    25.3
    %
    
    
    25.1
    %
    
    
    25.0
    %
    
    
    25.4
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.4
    %
    
    
    3.6
    %
    
    
    3.7
    %
    
    
    3.9
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %General and administrative (2)
    
    
    13.6
    %
    
    
    12.0
    %
    
    
    13.9
    %
    
    
    13.3
    %Reserve for impairment (1)
    
    
    
    
    
    
    3.0
    %
    
    
    
    
    
    
    1.6
    %Pre-opening expenses and net loss on disposal
of property(1)
    
    
    0.4
    %
    
    
    0.8
    %
    
    
    0.3
    %
    
    
    0.8
    %Total costs and expenses (2)
    
    
    89.6
    %
    
    
    90.4
    %
    
    
    90.5
    %
    
    
    92.2
    %Income from operations (2)
    
    
    10.4
    %
    
    
    9.6
    %
    
    
    9.4
    %
    
    
    7.8
    %
 
 (1)
    
    As a percentage of restaurant sales, net(2)
    
    As a percentage of total revenue(3)
    
    Data regarding our restaurant operations as presented in the table, includes sales,
costs and expenses associated with our Rib Team, which netted to a loss of $37,000 and $7,000 for the three months ended July 1, 2007 and July 2,
2006, respectively. The Rib Team netted to a loss of $50,000 and $23,000 for the six months ended
July 1, 2007 and July 2, 2006, respectively. Our Rib Team travels around the country introducing
people to our brand of barbeque and builds brand awareness.  Total Revenue
  17




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




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Average Weekly Net Sales and Operating Weeks
  Three Months Ended
    
    Six Months EndedJuly 1,
    
    July 2,
    
    July 1,
    July 2,2007
    
    2006
    
    2007
    2006Average Weekly Net Sales:Company-Owned
    
    $
    54,316
    
    
    $
    50,583
    
    
    $
    50,533
    
    
    $
    47,787Full-Service
    
    $
    56,271
    
    
    $
    52,104
    
    
    $
    52,550
    
    
    $
    49,409Counter-Service
    
    $
    43,061
    
    
    $
    41,928
    
    
    $
    38,847
    
    
    $
    38,626Franchise-Operated
    
    $
    60,835
    
    
    $
    61,694
    
    
    $
    58,524
    
    
    $
    59,803Operating Weeks:Company-Owned
    
    
    527
    
    
    
    522
    
    
    
    1,060
    
    
    
    1,037Franchise-Operated
    
    
    1,386
    
    
    
    1,186
    
    
    
    2,712
    
    
    
    2,295
  Food and Beverage Costs
   Labor and Benefits Costs
  19




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Operating Expenses
  Depreciation and Amortization
  General and Administrative Expenses
  20




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Asset Impairment
  Pre-opening Expenses
  Net Loss on
Disposal of Property and Sale of Restaurant
  Loss on Early Extinguishment of Debt
   Interest Expense
  21




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Interest Income
  Other Income (Expense), net
  Income Taxes  Adoption of Financial Interpretation (FIN) No. 48
 Accounting for Uncertainty in Income Taxes an Interpretation of
FASB Statement No. 109. Accounting for Income Taxes,
    22




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 www.famousdaves.com
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 Item 4. CONTROLS AND PROCEDURES
   26




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
    27




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Maximum NumberTotal Number of
    
    (or ApproximateShares
    
    Dollar Value) of(or Units)
    
    SharesAverage Price Paid
    
    Purchased as Part
    
    (or Units)Total Number of
    
    per
    
    of Publicly
    
    that May Yet beShares
    
    Share(1)
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    (or Units) Purchased
    
    (or Unit)
    
    Programs
    
    Plans or ProgramsMonth #4
(April 2, 2007  April 29, 2007)
    
    
    
    
    
    $
    N/A
    
    
    
    676,830
    
    
    
    323,170Month #5
(April 30, 2007  May 27, 2007)
    
    
    56,292
    
    
    $
    20.00
    
    
    
    733,122
    
    
    
    266,878Month #6
(May 28, 2007  July 1, 2007)
    
    
    30,000
    
    
    $
    22.13
    
    
    
    763,122
    
    
    
    236,878
 
 (1)
    
    Excluding Commissions 28




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal 1:
  Affirmative Votes
    
    Authority WithheldF. Lane Cardwell, Jr.
    
    
    9,264,798
    
    
    
    189,051K. Jeffrey Dahlberg
    
    
    9,265,098
    
    
    
    188,751David Goronkin
    
    
    9,264,973
    
    
    
    188,876Mary Jeffries
    
    
    9,255,085
    
    
    
    198,764Richard L. Monfort
    
    
    9,189,861
    
    
    
    263,988Dean A. Riesen
    
    
    9,200,563
    
    
    
    253,286
 Proposal 2:
  Affirmative Votes
    
    Votes Against
    
    Votes Abstained9,430,511
    
    15,885
    
    7,453
 29




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6. EXHIBITS
 31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 30




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##### Table of Contents



SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)Dated:  August 10, 2007
    By:
    /s/ David GoronkinDavid GoronkinPresident and Chief Executive Officer
(Principal Executive Officer)Dated:  August 10, 2007
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer) 31