##### 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 April 3, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-21625
 
 FAMOUS DAVES of AMERICA, INC.
  Minnesota
    
    41-1782300(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
  (952) 294-1300
 þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non- Accelerated Filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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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 April 3, 2011 and January 2, 2011
    
    3Consolidated Statements of Operations For the three months ended April 3, 2011 and April 4, 2010
    
    4Consolidated Statements of Cash Flows For the three months ended April 3, 2011 and April 4, 2010
    
    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 6 Exhibits
    
    28SIGNATURES
    
    29CERTIFICATIONS
    
    30EX-31.1EX-31.2EX-32.1




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
APRIL 3, 2011 AND JANUARY 2, 2011  (in thousands, except share and per share data)
 April 3,2011
    
    
    January 2,(Unaudited)
    
    
    2011ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,671
    
    
    $
    2,654Restricted cash
    
    
    222
    
    
    
    94Accounts receivable, net
    
    
    3,156
    
    
    
    3,097Inventories
    
    
    2,570
    
    
    
    2,444Deferred tax asset
    
    
    205
    
    
    
    205Prepaid expenses and other current assets
    
    
    2,511
    
    
    
    2,369Current portion of notes receivable
    
    
    265
    
    
    
    384Total current assets
    
    
    11,600
    
    
    
    11,247Property, equipment and leasehold improvements, net
    
    
    60,595
    
    
    
    61,550Other assets:Notes receivable, less current portion
    
    
    40
    
    
    
    54Other assets
    
    
    3,251
    
    
    
    3,278$
    75,486
    
    
    $
    76,129LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and financing lease obligation
    
    $
    549
    
    
    $
    538Accounts payable
    
    
    4,403
    
    
    
    3,935Accrued compensation and benefits
    
    
    2,577
    
    
    
    4,409Other current liabilities
    
    
    4,238
    
    
    
    4,972Total current liabilities
    
    
    11,767
    
    
    
    13,854Long-term liabilities:Line of credit
    
    
    15,400
    
    
    
    13,000Long-term debt, less current portion
    
    
    6,092
    
    
    
    6,205Financing lease obligation, less current portion
    
    
    4,238
    
    
    
    4,292Deferred tax liability
    
    
    446
    
    
    
    446Other liabilities
    
    
    5,517
    
    
    
    5,428Total liabilities
    
    
    43,460
    
    
    
    43,225Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized,
8,054,000 and 8,245,000 shares issued and outstanding at
April 3, 2011 and January 2, 2011, respectively
    
    
    80
    
    
    
    82Additional paid-in capital
    
    
    8,180
    
    
    
    10,238Retained earnings
    
    
    23,766
    
    
    
    22,584Total shareholders equity
    
    
    32,026
    
    
    
    32,904$
    75,486
    
    
    $
    76,129
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
APRIL 3, 2011 AND APRIL 4, 2010  (in thousands, except share and per share data)
(Unaudited)
 Three Months EndedApril 3,
    
    
    April 4,2011
    
    
    2010Revenue:Restaurant sales, net
    
    $
    32,741
    
    
    $
    28,393Franchise royalty revenue
    
    
    4,029
    
    
    
    3,982Franchise fee revenue
    
    
    40
    
    
    
    40Licensing and other revenue
    
    
    280
    
    
    
    184Total revenue
    
    
    37,090
    
    
    
    32,599Costs and expenses:Food and beverage costs
    
    
    9,653
    
    
    
    8,327Labor and benefits costs
    
    
    10,437
    
    
    
    9,249Operating expenses
    
    
    9,074
    
    
    
    7,628Depreciation and amortization
    
    
    1,375
    
    
    
    1,292General and administrative expenses
    
    
    4,324
    
    
    
    3,811Asset impairment and estimated lease
termination and other closing costs
    
    
    171
    
    
    
    (74
    )Pre-opening expenses
    
    
    
    
    
    
    27Gain on acquisition, net of acquisition costs
    
    
    
    
    
    
    (2,036
    )Net loss on disposal of property
    
    
    1
    
    
    
    Total costs and expenses
    
    
    35,035
    
    
    
    28,224Income from operations
    
    
    2,055
    
    
    
    4,375Other expense:Interest expense
    
    
    (279
    )
    
    
    (300
    )Interest income
    
    
    6
    
    
    
    39Other income, net
    
    
    8
    
    
    
    7Total other expense
    
    
    (265
    )
    
    
    (254
    )Income before income taxes
    
    
    1,790
    
    
    
    4,121Income tax expense
    
    
    (608
    )
    
    
    (1,414
    )Net income
    
    $
    1,182
    
    
    $
    2,707Basic net income per common share
    
    $
    0.15
    
    
    $
    0.30Diluted net income per common share
    
    $
    0.14
    
    
    $
    0.30Weighted average common shares outstanding basic
    
    
    8,118,000
    
    
    
    8,999,000Weighted average common shares outstanding diluted
    
    
    8,302,000
    
    
    
    9,162,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
APRIL 3, 2011 AND APRIL 4, 2010  (in thousands)
(Unaudited)
 Three Months EndedApril 3,
    
    
    April 4,2011
    
    
    2010Cash flows from operating activities:Net income
    
    $
    1,182
    
    
    $
    2,707Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    1,375
    
    
    
    1,292Gain on acquisition of restaurants
    
    
    
    
    
    
    (2,343
    )Asset impairment and estimated lease termination and other closing costs
    
    
    171
    
    
    
    (74
    )Net loss on disposal of property
    
    
    1
    
    
    
    Amortization of deferred financing costs
    
    
    14
    
    
    
    13Deferred income taxes
    
    
    
    
    
    
    764Deferred rent
    
    
    184
    
    
    
    104Stock-based compensation
    
    
    326
    
    
    
    355Tax benefit for equity awards issued
    
    
    118
    
    
    
    Changes in operating assets and liabilities, net of acquisition:Restricted cash
    
    
    (128
    )
    
    
    114Accounts receivable, net
    
    
    (59
    )
    
    
    164Inventories
    
    
    (126
    )
    
    
    (72
    )Prepaid expenses and other current assets
    
    
    (142
    )
    
    
    (447
    )Deposits
    
    
    
    
    
    
    (28
    )Accounts payable
    
    
    445
    
    
    
    314Accrued compensation and benefits
    
    
    (1,913
    )
    
    
    (2,181
    )Other current liabilities
    
    
    (840
    )
    
    
    (337
    )Long-term deferred compensation
    
    
    (83
    )
    
    
    19Cash flows provided by operating activities
    
    
    525
    
    
    
    364Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (580
    )
    
    
    (703
    )Acquisition of restaurants
    
    
    
    
    
    
    (6,822
    )Payments received on notes receivable
    
    
    133
    
    
    
    64Cash flows used for investing activities
    
    
    (447
    )
    
    
    (7,461
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    
    
    
    
    6,800Proceeds from draws on line of credit
    
    
    11,000
    
    
    
    6,500Payments on line of credit
    
    
    (8,600
    )
    
    
    (4,500
    )Payments for debt issuance costs
    
    
    (1
    )
    
    
    Payments on long-term debt and financing lease obligation
    
    
    (156
    )
    
    
    (76
    )Proceeds from exercise of stock options
    
    
    110
    
    
    
    Tax benefit for equity awards issued
    
    
    118
    
    
    
    Repurchase of common stock
    
    
    (2,532
    )
    
    
    (2,982
    )Cash flows (used for) provided by financing activities
    
    
    (61
    )
    
    
    5,742Increase (decrease) in cash and cash equivalents
    
    
    17
    
    
    
    (1,355
    )Cash and cash equivalents, beginning of period
    
    
    2,654
    
    
    
    2,996Cash and cash equivalents, end of period
    
    $
    2,671
    
    
    $
    1,641
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
    Reclassifications
 (2) Net Income Per Common Share
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Three Months EndedApril 3,
    
    
    April 4,(in thousands, except per share data)
    
    2011
    
    
    2010Net income per common share  basic:Net income
    
    $
    1,182
    
    
    $
    2,707Weighted average shares outstanding
    
    
    8,118
    
    
    
    8,999Net income per common share  basic
    
    $
    0.15
    
    
    $
    0.30Net income per common share  diluted:Net income
    
    $
    1,182
    
    
    $
    2,707Weighted average shares outstanding
    
    
    8,118
    
    
    
    8,999Dilutive impact of common stock
equivalents outstanding
    
    
    184
    
    
    
    163Adjusted weighted average shares outstanding
    
    
    8,302
    
    
    
    9,162Net income per common share  diluted
    
    $
    0.14
    
    
    $
    0.30
  (3) Allowance for Doubtful Accounts
 Accounts Receivable, Net
 (4) Public Relations and Marketing Development Fund and Restricted Cash
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (5) Credit Facility, Long-Term Debt and Debt Covenants
       (6) Other Current Liabilities
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 April 3,
    
    
    January 2,(in thousands)
    
    2011
    
    
    2011Gift cards payable
    
    $
    1,455
    
    
    $
    1,960Other liabilities
    
    
    1,257
    
    
    
    1,347Income tax payable
    
    
    515
    
    
    
    681Sales tax payable
    
    
    823
    
    
    
    785Accrued property and equipment purchases
    
    
    48
    
    
    
    59Deferred franchise fees
    
    
    140
    
    
    
    140$
    4,238
    
    
    $
    4,972
 (7) Other Liabilities
  April 3,
    
    
    January 2,(in thousands)
    
    2011
    
    
    2011Deferred rent
    
    $
    5,217
    
    
    $
    5,043Asset retirement obligations
    
    
    96
    
    
    
    96Other liabilities
    
    
    204
    
    
    
    289$
    5,517
    
    
    $
    5,428
 (8) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
 Stock-based Compensation
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Three Months EndedApril 3,
    
    
    April 4,(in thousands)
    
    2011
    
    
    2010Performance Share Programs:2008 Program
    
    $
    
    
    
    $
    262009 Program
    
    
    61
    
    
    
    622010 Program
    
    
    95
    
    
    
    962011 Program
    
    
    120
    
    
    
    Performance Shares
    
    $
    276
    
    
    $
    184Director Shares
    
    
    34
    
    
    
    137Restricted Stock
    
    
    16
    
    
    
    34$
    326
    
    
    $
    355
 Performance Shares
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  No. ofTarget No. of
    
    
    Performance SharesPerformance
    
    
    Performance Shares
    
    
    (Outstanding atAward Date
    
    Share Program
    
    
    (Originally Granted)(2)
    
    
    April 3, 2011)(3)12/29/2008
    
    2009 Program
    (1)
    
    280,300
    
    
    
    267,1001/4/2010
    
    2010 Program
    
    
    193,700
    
    
    
    190,7001/3/2011
    
    2011 Program
    
    
    129,900
    
    
    
    129,900
 
 (1)
    
    The aggregate target number of performance shares awarded under this program
was significantly higher than previous or subsequent years as a result of one-time grants related
to the hiring of several new executives and board members in late 2008 and early 2009, and a
significantly lower stock price at the grant date.(2)
    
    Assumes achievement of 100% of the applicable cumulative EPS goal.(3)
    
    Assumes an estimated payout equal to the achievement of 100% of the
applicable cumulative EPS goal, net of employee forfeitures. Board of Directors Compensation
     Stock Options
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Stock Options
 Weighted Average(number of options in thousands)
    
    Number of Options
    
    
    Exercise PriceOutstanding at January 2, 2011
    
    
    247
    
    
    $
    6.27Exercised
    
    
    (50
    )
    
    
    4.66Canceled or expired
    
    
    
    
    
    
    Outstanding at April 3, 2011
    
    
    197
    
    
    $
    6.68Options Exercisable at April 3, 2011
    
    
    197
    
    
    $
    6.68
 Common Share Repurchases
  Employee Stock Purchase Plan
  (9) Retirement Savings Plans
 401(k) Plan
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Non-Qualified Deferred Compensation Plan
     (10) Asset Impairment and Estimated Lease Termination and Other Closing Costs
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Asset Impairment and Estimated Lease Termination and Other Closing Costs (in thousands):
 April 3,Restaurants
    
    Reason
    
    
    2011Palatine, IL
    
    Costs for a closed restaurant(1)
    
    $
    23Gaithersburg, MD
    
    Asset impairment(2)
    
    
    148Total for 2011
    
    
    
    
    
    $
    171
 
 (1)
    
    The Company incurred various costs for a previously closed restaurant.(2)
    
    Based on the Companys assessment of expected cash flows, an asset impairment charge
was recorded, in accordance with FASB Accounting Standards Codification for Property Plant and
Equipment, for this restaurant which will be relocated within its existing market in early 2013. Asset Impairment and Estimated Lease Termination and Other Closing Costs (in thousands):
 April 4,Restaurants
    
    Reason
    
    
    2010Various
    
    Costs for closed restaurants(1)
    
    $
    10Marietta, GA
    
    Gain on lease termination(2)
    
    
    (84
    )Total for 2010
    
    
    
    
    
    $
    (74
    )
 
 (1)
    
    The Company incurred various costs for previously closed restaurants.(2)
    
    During the year, the Company negotiated lease buyout for this location. Total
termination fees were approximately $506,000 less lease reserve of approximately $591,000 for a net
gain of approximately $84,000. (11) Fair Value Measurements
 Non-Financial Assets Measured on a Non-Recurring Basis
  (12) Acquisition of Seven Restaurants in New York and New Jersey
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Three Months EndedPro Forma Results (unaudited)
    
    April 3,
    
    
    April 4,(in thousands except per share data)
    
    2011(1)
    
    
    2010Revenue
    
    $
    37,090
    
    
    $
    34,945Net income
    
    
    1,182
    
    
    
    2,744Net income per common share-basic
    
    
    0.15
    
    
    
    0.30Net income per common share-diluted
    
    
    0.14
    
    
    
    0.30
 
 (1)
    
    Since the acquired restaurants were company-owned restaurants for the entire first
quarter of fiscal 2011, these were actual results and not pro forma results. Additionally, results
for the first quarter of 2010 exclude the impact of the approximate $2.0 million gain on
acquisition, net of acquisition costs. (13) Supplemental Cash Flow Information
 Three Months EndedApril 3,
    
    
    April 4,(in thousands)
    
    2011
    
    
    2010Cash paid for interest
    
    $
    339
    
    
    $
    280Cash paid for taxes (1)
    
    $
    703
    
    
    $
    272Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    11
    
    
    $
    232Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    82
    
    
    $
    68Redemption of note receivable due to the acquisition of franchise
restaurants
    
    $
    
    
    
    $
    613
 
 (1)
    
    Cash paid for taxes increased significantly over prior year due to use of net
operating loss tax carry forward credits in fiscal 2010 and as a result of our recently closed IRS
audit. - 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
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 General and Administrative Expenses
   Three Months EndedApril 3,
    
    
    April 4,2011
    
    
    2010Food and beverage costs(1)
    
    
    29.5
    %
    
    
    29.3
    %Labor and benefits(1)
    
    
    31.9
    %
    
    
    32.6
    %Operating expenses(1)
    
    
    27.7
    %
    
    
    26.9
    %Depreciation & amortization (restaurant level)(1)
    
    
    3.8
    %
    
    
    4.0
    %Depreciation & amortization (corporate level)(2)
    
    
    0.4
    %
    
    
    0.4
    %General and administrative(2)
    
    
    11.7
    %
    
    
    11.7
    %Asset impairment and estimated lease termination
and other closing costs(1)
    
    
    0.5
    %
    
    
    (0.3
    )%Pre-opening expenses and net loss on disposal of equipment(1)
    
    
    
    
    
    
    0.1
    %Gain on acquisition, net of acquisition costs(1)
    
    
    
    
    
    
    (7.2
    )%Total costs and expenses(2)
    
    
    94.5
    %
    
    
    86.6
    %Income from operations(2)
    
    
    5.5
    %
    
    
    13.4
    %
 
 (1)
    
    As a percentage of restaurant sales, net(2)
    
    As a percentage of total revenue  Total Revenue
  Restaurant Sales, net
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  Franchise-Related Revenue
  Licensing and Other Revenue
   Same Store Net Sales
   Average Weekly Net Sales and Operating Weeks
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Three Months EndedApril 3,
    
    
    April 4,2011
    
    
    2010Average Weekly Net Sales (AWS):Company-Owned
    
    $
    48,433
    
    
    $
    45,821Full-Service
    
    $
    50,055
    
    
    $
    47,483Counter-Service
    
    $
    33,183
    
    
    $
    31,810Franchise-Operated
    
    $
    52,738
    
    
    $
    52,327AWS 2005 and Post 2005:Company-Owned
    
    $
    53,045
    
    
    $
    52,156Franchise-Operated
    
    $
    55,832
    
    
    $
    56,629AWS Pre-2005:(1)Company-Owned
    
    $
    45,551
    
    
    $
    43,105Franchise-Operated
    
    $
    46,668
    
    
    $
    45,437Operating Weeks:Company-Owned
    
    
    676
    
    
    
    613Franchise-Operated
    
    
    1,641
    
    
    
    1,626
 
 (1)
    
    Provides further delineation of AWS for restaurants opened during the pre-fiscal
2005, and restaurants opened during the post-fiscal 2005, timeframes. Food and Beverage Costs
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  
    
    During the first quarter, we executed regional contracts for several of our key produce
items.
    
    We continue to review the way we source, ship, and purchase certain products such as
chicken.
    
    We are strategically managing our limited time offerings to positively impact our food
cost margins while continuing to deliver a value to our guests.
    
    We continue to find ways to reduce freight costs as we optimize our distribution
network.
    
    While we took a price increase earlier in the year, we will evaluate and determine
whether we will take an additional price increase later in 2011.
  Labor and Benefits Costs
   Operating Expenses
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Depreciation and Amortization
  Pre-opening Expenses
  Asset Impairment and Estimated Lease Termination and Other Closing Costs
  Asset Impairment and Estimated Lease Termination and Other Closing Costs (in thousands):
 April 3,Restaurants
    
    Reason
    
    2011Palatine, IL
    
    Costs for a closed restaurant(1)
    
    $
    23Gaithersburg, MD
    
    Asset impairment(2)
    
    
    148Total for 2011
    
    
    
    $
    171
 
 (1)
    
    The Company incurred various costs for a previously closed restaurant.(2)
    
    Based on the Companys assessment of expected cash flows, an asset
impairment charge was recorded, in accordance with FASB Accounting Standards Codification for
Property Plant and Equipment, for this restaurant which will be relocated within its existing
market in early 2013. - 21 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Asset Impairment and Estimated Lease Termination and Other Closing Costs (in thousands):
 April 4,Restaurants
    
    Reason
    
    
    2010Various
    
    Costs for closed restaurants(1)
    
    $
    10Marietta, GA
    
    Gain on lease termination(2)
    
    
    (84
    )Total for 2010
    
    
    
    
    
    $
    (74
    )
 
 (1)
    
    The Company incurred various costs for previously closed restaurants.(2)
    
    During the year, the Company negotiated lease buyout for this
location. Total termination fees were approximately $506,000 less lease reserve of approximately
$591,000 for a net gain of approximately $84,000. General and Administrative Expenses
   Board of
    
    Board ofPerformance
    
    Restricted
    
    Directors
    
    Directors CashShares
    
    Stock Units
    
    Shares
    
    Compensation
    
    Total$1,103
    
    $136
    
    $64
    
    $400
    
    $1,703
  Interest Expense
  Interest Income
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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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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
        - 24 -




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




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Additional Information on Famous Daves
 http://www.sec.gov.
 www.famousdaves.com
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Managements Discussion and Analysis of Financial Condition and Results of Operations 
Financial Condition, Liquidity and Capital Resources.
  
 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
   MaximumNumber (orApproximateTotal Number of
    
    
    Dollar Value) ofShares (or Units)
    
    
    Shares (or Units)Total Number
    
    
    Average
    
    
    Purchased as Part
    
    
    that May Yet beof Shares (or
    
    
    Price Paid
    
    
    of Publically
    
    
    Purchased UnderUnits)
    
    
    per Share
    
    
    Announced Plans
    
    
    the Plans orPeriod
    
    Purchased
    
    
    (or Unit)(1)
    
    
    or Programs
    
    
    ProgramsMonth #1 (January 3, 2011  January 30, 2011)
    
    
    45,781
    
    
    
    10.81
    
    
    
    45,781
    
    
    
    780,119Month #2 (January 31, 2011  February 27, 2011)
    
    
    123,477
    
    
    
    10.51
    
    
    
    123,477
    
    
    
    656,642Month #3 (February 28, 2011  April 3, 2011)
    
    
    76,551
    
    
    
    9.61
    
    
    
    76,551
    
    
    
    580,091
 
 (1)
    
    Excluding commissions. - 27 -




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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.
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated:  May 13, 2011
    By:
    /s/ Christopher ODonnellChristopher ODonnellPresident and Chief Executive Officer
Director (Principal Executive Officer)Dated:  May 13, 2011
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer) - 29 -