##### 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 3, 2005
 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, Minnesota 55343
  (952) 294-1300
 þ 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 3, 2005 and January 2, 2005
    
    
    3Consolidated Statements of Operations
For the three and six months ended July 3, 2005 and
June 27, 2004
    
    
    4Consolidated Statements of Cash Flows
For the three and six months ended July 3, 2005 and
June 27, 2004
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4
    
    Controls and Procedures
    
    
    26PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    26Item 2
    
    Purchases of Equity Securities by the Issuer
    
    
    27Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    28Item 6
    
    Exhibits
    
    
    29SIGNATURESCERTIFICATIONSCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906
  - 2 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
JULY 3, 2005 AND JANUARY 2, 2005  (in thousands, except share and per-share data)
 July 3,
    
    January 2,2005
    
    2005(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,750
    
    
    $
    11,170Restricted cash
    
    
    1,014
    
    
    
    39Accounts receivable, net
    
    
    2,465
    
    
    
    2,289Inventories
    
    
    1,581
    
    
    
    1,523Prepaid expenses and other current assets
    
    
    3,430
    
    
    
    4,747Total current assets
    
    
    11,240
    
    
    
    19,768Property, equipment and leasehold improvements, net
    
    
    44,088
    
    
    
    44,664Other assets:Notes receivable, less current portion
    
    
    2,038
    
    
    
    2,156Deferred tax asset, less current portion
    
    
    4,458
    
    
    
    4,458Other assets
    
    
    915
    
    
    
    867$
    62,739
    
    
    $
    71,913LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    
    
    
    $
    Current portion of long-term debt
    
    
    402
    
    
    
    424Current portion of capital leases
    
    
    63
    
    
    
    97Accounts payable
    
    
    3,602
    
    
    
    4,138Other current liabilities
    
    
    4,393
    
    
    
    4,352Total current liabilities
    
    
    8,460
    
    
    
    9,011Long-term liabilities:Long-term debt, less current portion
    
    
    11,733
    
    
    
    11,937Capital leases, less current portion
    
    
    
    
    
    
    16Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities
    
    
    3,320
    
    
    
    3,106Total liabilities
    
    
    28,013
    
    
    
    28,570Shareholders equity:Common stock, $.01 par value, 100,000,000
shares authorized, 10,529,000 and 11,340,000
shares issued and outstanding
    
    
    105
    
    
    
    113Additional paid-in capital
    
    
    38,627
    
    
    
    49,674Accumulated deficit
    
    
    (4,006
    )
    
    
    (6,444
    )Total shareholders equity
    
    
    34,726
    
    
    
    43,343$

    62,739
    
    
    $
    71,913
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
JULY 3, 2005 AND JUNE 27, 2004  (in thousands, except share and per share data)
(Unaudited)
 Three Months Ended
    
    Six Months EndedJuly 3,
    
    June 27,
    
    July 3,
    
    June 27,2005
    
    2004
    
    2005
    
    2004Revenue:Restaurant sales, net
    
    $
    24,468
    
    
    $
    23,033
    
    
    $
    45,211
    
    
    $
    43,606Franchise royalty revenue
    
    
    2,769
    
    
    
    1,755
    
    
    
    4,912
    
    
    
    3,339Franchise fee revenue
    
    
    380
    
    
    
    530
    
    
    
    775
    
    
    
    968Licensing and other revenue
    
    
    449
    
    
    
    86
    
    
    
    664
    
    
    
    138Total revenue
    
    
    28,066
    
    
    
    25,404
    
    
    
    51,562
    
    
    
    48,051Costs and expenses:Food and beverage costs
    
    
    7,510
    
    
    
    7,303
    
    
    
    13,859
    
    
    
    13,710Labor and benefits
    
    
    6,792
    
    
    
    6,479
    
    
    
    13,085
    
    
    
    12,815Operating expenses
    
    
    5,859
    
    
    
    5,830
    
    
    
    10,925
    
    
    
    10,834Depreciation and amortization
    
    
    1,091
    
    
    
    1,096
    
    
    
    2,214
    
    
    
    2,214General and administrative
    
    
    3,470
    
    
    
    2,584
    
    
    
    6,843
    
    
    
    5,082Total costs and expenses
    
    
    24,722
    
    
    
    23,292
    
    
    
    46,926
    
    
    
    44,655Income from operations
    
    
    3,344
    
    
    
    2,112
    
    
    
    4,636
    
    
    
    3,396Other income (expense):Interest expense
    
    
    (376
    )
    
    
    (468
    )
    
    
    (856
    )
    
    
    (949
    )Interest income
    
    
    57
    
    
    
    79
    
    
    
    151
    
    
    
    154Other income (expense), net
    
    
    44
    
    
    
    (97
    )
    
    
    (3
    )
    
    
    (108
    )Total other expense
    
    
    (275
    )
    
    
    (486
    )
    
    
    (708
    )
    
    
    (903
    )Income before income taxes
    
    
    3,069
    
    
    
    1,626
    
    
    
    3,928
    
    
    
    2,493Income tax provision
    
    
    (1,164
    )
    
    
    (630
    )
    
    
    (1,490
    )
    
    
    (970
    )Net income
    
    $
    1,905
    
    
    $
    996
    
    
    $
    2,438
    
    
    $
    1,523Basic net income per common share
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.22
    
    
    $
    0.12Diluted net income per common share
    
    $
    0.17
    
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12Weighted average common shares
outstanding  basic
    
    
    10,831,000
    
    
    
    12,234,000
    
    
    
    11,080,000
    
    
    
    12,257,000Weighted average common shares
outstanding  diluted
    
    
    11,163,000
    
    
    
    12,582,000
    
    
    
    11,444,000
    
    
    
    12,598,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
JULY 3, 2005 AND JUNE 27, 2004  (in thousands)
(Unaudited)
 Six Months EndedJuly 3,
    
    June 27,2005
    
    2004Cash flows from operating activities:Net income
    
    $
    2,438
    
    
    $
    1,523Adjustments to reconcile net income to cash flows provided by operations:Depreciation and amortization
    
    
    2,214
    
    
    
    2,214Amortization of deferred financing costs
    
    
    30
    
    
    
    18Loss on disposal of property
    
    
    7
    
    
    
    6Deferred tax asset
    
    
    1,412
    
    
    
    970Deferred rent
    
    
    215
    
    
    
    235Deferred compensation
    
    
    209
    
    
    
    66Other non-cash items affecting earnings
    
    
    
    
    
    
    10Changes in operating assets and liabilities:Restricted cash
    
    
    (975
    )
    
    
    (131
    )Accounts receivable, net
    
    
    (684
    )
    
    
    (15
    )Inventories
    
    
    (58
    )
    
    
    19Prepaids and other current assets
    
    
    505
    
    
    
    (371
    )Deposits
    
    
    7
    
    
    
    (18
    )Accounts payable
    
    
    (536
    )
    
    
    372Other current liabilities
    
    
    (266
    )
    
    
    (453
    )Cash flows provided by operations
    
    
    4,518
    
    
    
    4,445Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (1,645
    )
    
    
    (621
    )Payments received on notes receivable
    
    
    123
    
    
    
    94Cash flows used for investing activities
    
    
    (1,522
    )
    
    
    (527
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    (85
    )
    
    
    Payments on long-term debt
    
    
    (226
    )
    
    
    (176
    )Payments on capital lease obligations
    
    
    (50
    )
    
    
    (252
    )Proceeds from exercise of stock options
    
    
    474
    
    
    
    504Repurchase of common stock
    
    
    (11,529
    )
    
    
    (4,292
    )Cash flows used for financing activities
    
    
    (11,416
    )
    
    
    (4,216
    )Decrease in cash and cash equivalents
    
    
    (8,420
    )
    
    
    (298
    )Cash and cash equivalents, beginning of period
    
    
    11,170
    
    
    
    9,964Cash and cash equivalents, end of period
    
    $
    2,750
    
    
    $
    9,666Supplemental cash flow information:Interest paid during the period
    
    $
    858
    
    
    $
    863Income taxes paid during the period
    
    $
    254
    
    
    $
    Non-cash items:Reclass of accounts receivable to other current assets
    
    $
    508
    
    
    $
    
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (1) Basis of Presentation
     (2) Net Income Per Common Share
   (in thousands, except per-share data)
    
    Three Months Ended
    
    Six Months EndedJuly 3,
    
    June 27,
    
    July 3,
    
    June 27,2005
    
    2004
    
    2005
    
    2004Net
income per common share  basic:Net income
    
    $
    1,905
    
    
    $
    996
    
    
    $
    2,438
    
    
    $
    1,523Weighted average shares outstanding
    
    
    10,831
    
    
    
    12,234
    
    
    
    11,080
    
    
    
    12,257Net income per common share  basic
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.22
    
    
    $
    0.12Net income per common share  diluted:Net income
    
    $
    1,905
    
    
    $
    996
    
    
    $
    2,438
    
    
    $
    1,523Weighted average shares outstanding
    
    
    10,831
    
    
    
    12,234
    
    
    
    11,080
    
    
    
    12,257Dilutive impact of common stock
equivalents outstanding
    
    
    332
    
    
    
    348
    
    
    
    364
    
    
    
    341Adjusted weighted average shares outstanding
    
    
    11,163
    
    
    
    12,582
    
    
    
    11,444
    
    
    
    12,598Net income per common share  diluted
    
    $
    0.17
    
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (2) Net Income Per Common Share (continued)
  (3) Restricted Cash
  (4) Public Relations and Marketing Development Fund
  (5) Credit Facility and Corporate Office Lease
    - 7 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (6) Stock-Based Compensation
 Accounting for Stock-Based
Compensation
 (in thousands, except per share data)
    
    Three Months Ended
    
    Six Months EndedJuly 3,
    
    June 27,
    
    July 3,
    
    June 27,2005
    
    2004
    
    2005
    
    2004Net income as reported
    
    $
    1,905
    
    
    $
    996
    
    
    $
    2,438
    
    
    $
    1,523Less: Compensation expense determined
under the fair value method, net of tax
    
    
    (164
    )
    
    
    (203
    )
    
    
    (311
    )
    
    
    (386
    )Pro forma net income
    
    $
    1,741
    
    
    $
    793
    
    
    $
    2,127
    
    
    $
    1,137Net income per common share:Basic EPS as reported
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.22
    
    
    $
    0.12Basic EPS pro forma
    
    $
    0.16
    
    
    $
    0.06
    
    
    $
    0.19
    
    
     $
    0.09Diluted EPS as reported
    
    $
    0.17
    
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12Diluted EPS pro forma
    
    $
    0.16
    
    
     $
    0.06
    
    
    $
    0.19
    
    
    $
    0.09
  2005
    
    2004Risk free interest rate
    
    
    3.9
    %
    
    
    4.4
    %Expected life of options
    
    6.4 years
    
    10 yearsExpected volatility
    
    
    68.0
    %
    
    
    56.7
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
 - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (7) Compensation Arrangements
 Deferred Stock Unit Plan
    Performance Shares
    - 9 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (7) Compensation Arrangements (continued)
  CEO Employment Agreement
  2005 Stock Incentive Plan
  (8) Common Share Repurchases
  (9) Other Current Assets
  - 10 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (9) Other Current Assets (continued)
  (10) Recently Issued Accounting Pronouncements
 Share-Based Payment, an Amendment of FASB Statements No. 123 and 95 Accounting for Stock Issued
to Employees
  - 11 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (10) Recently Issued Accounting Pronouncements (continued)
  Accounting Changes and Error Corrections Accounting Changes Reporting
Accounting Changes in Interim Financial Statements
 (11) Subsequent Events
    - 12 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
  Fiscal Year
 st
 Revenue
  Costs and Expenses
  General and Administrative Expenses
  - 13 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  (1)
 Three Months Ended
    
    Six Months EndedJuly 3,
    
    June 27,
    
    July 3,
    
    June 27,2005
    
    2004
    
    2005
    
    2004Restaurant sales, net
    
    
    87.2
    
    
    
    90.7
    
    
    
    87.7
    
    
    
    90.7Franchise-related revenue and other revenue
    
    
    12.8
    
    
    
    9.3
    
    
    
    12.3
    
    
    
    9.3Total revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Restaurant costs and expenses:Food and beverage costs (2)
    
    
    30.7
    
    
    
    31.7
    
    
    
    30.7
    
    
    
    31.4Labor and benefits (2)
    
    
    27.8
    
    
    
    28.1
    
    
    
    28.9
    
    
    
    29.4Operating expenses (2)
    
    
    23.9
    
    
    
    25.3
    
    
    
    24.2
    
    
    
    24.9Depreciation and amortization (restaurant level)
(2)
    
    
    4.0
    
    
    
    4.4
    
    
    
    4.4
    
    
    
    4.7Total costs and expenses (2)
    
    
    86.4
    
    
    
    89.5
    
    
    
    88.2
    
    
    
    90.4Income from restaurant operations (2)
    
    
    13.6
    
    
    
    10.5
    
    
    
    11.8
    
    
    
    9.6General and administrative (3)
    
    
    12.4
    
    
    
    10.2
    
    
    
    13.3
    
    
    
    10.6Depreciation and amortization (corporate) (3)
    
    
    0.4
    
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.3Income from operations (3)
    
    
    11.9
    %
    
    
    8.3
    %
    
    
    9.0
    %
    
    
    7.1
    %
 
 (1)
    
    Data regarding our restaurant operations as presented in the table
above, includes sales, costs and expenses associated with our Rib Team, which
netted to income of $4,000 for the second quarter of 2005 and a loss of $30,000
for the second quarter of 2004. Net operations for the Rib Team for the first six
months of 2005 were a loss of $15,000, and for the first six months of 2004 were a
loss of $152,000. Our Rib Team travels the country introducing people to our
brand of barbeque and builds brand awareness.(2)
    
    As a percentage of restaurant sales, net.(3)
    
    As a percentage of total revenue. - 14 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Total Revenue
  Restaurant Sales
  Franchise-Related Revenue
  Licensing and Other Revenue
  - 15 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Same Store Net Sales
   Average Weekly Net Sales
  - 16 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Food and Beverage Costs
    nd
 Labor and Benefits
  - 17 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Operating Expenses
  Depreciation and Amortization
  Pre-opening Expenses
  General and Administrative Expenses
  - 18 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Interest Expense
  Interest Income
  Other Income (Expense), net
  Income Tax Provision
  Basic and Diluted Net Income Per Common Share
   - 19 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Recently Issued Accounting Pronouncements
 Share-Based Payment, an Amendment of FASB Statements No. 123 and 95 Accounting for Stock Issued
to Employees
  Accounting Changes and Error Corrections Accounting Changes Reporting
Accounting Changes in Interim Financial Statements
 Financial Condition, Liquidity and Capital Resources
  - 20 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      - 21 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   (in thousands)
 Operating
    
    CapitalFiscal Year
    
    Leases
    
    Leases2005
    
    $
    1,669
    
    
    $
    492006
    
    
    3,408
    
    
    
    172007
    
    
    3,417
    
    
    
    2008
    
    
    3,338
    
    
    
    2009
    
    
    3,341
    
    
    
    Thereafter
    
    
    40,234
    
    
    
    Total future minimum lease commitments
    
    $
    55,407
    
    
    $
    66Less: sublease income
    
    
    (9,261
    )
    
    
    Less: interest at 12.95%
    
    
    
    
    
    
    (3
    )Total operating and capital lease
obligations
    
    $
    46,146
    
    
    $
    63
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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  (in thousands)
 ContractualObligations
    
    Total
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    ThereafterLong Term Debt
    
    $
    12,135
    
    
    $
    198
    
    
    $
    426
    
    
    $
    465
    
    
    $
    505
    
    
    $
    548
    
    
    $
    9,993Financing Leases
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500Capital Leases
    
    
    63
    
    
    
    47
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Leases
    
    
    55,407
    
    
    
    1,669
    
    
    
    3,408
    
    
    
    3,417
    
    
    
    3,338
    
    
    
    3,341
    
    
    
    40,234Less: Sublease
rental income
    
    
    (9,261
    )
    
    
    (251
    )
    
    
    (502
    )
    
    
    (502
    )
    
    
    (440
    )
    
    
    (441
    )
    
    
    (7,125
    )Total
    
    $
    62,844
    
    
    $
    1,663
    
    
    $
    3,348
    
    
    $
    3,380
    
    
    $
    3,403
    
    
    $
    3,448
    
    
    $
    47,602
  Critical Accounting Policies
  Forward-Looking Information
   - 23 -




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Additional Information on Famous Daves
 http://www.sec.gov
  www.famousdaves.com www.famousdaves.com
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  - 24 -




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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  - 25 -




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Item 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
   - 26 -




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PART II. OTHER INFORMATION
 
 Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
    Maximum NumberTotal Number of
    
    (or ApproximateShares
    
    Dollar Value) ofTotal
    
    
    
    
    
    (or Units)
    
    SharesNumber of
    
    Average
    
    Purchased as
    
    (or Units)Shares
    
    Price Paid
    
    Part of Publicly
    
    that May Yet be(or Units)
    
    per Share(1)
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    Programs
    
    Plans or Programs(2)Month #4
(April 4, 2005 - May 1, 2005)
    
    
    8,348
    
    
    $
    13.53
    
    
    
    416,048
    
    
    
    583,952Month #5
(May 2, 2005 - May 29, 2005)
    
    
    367,663
    
    
    $
    10.93
    
    
    
    783,711
    
    
    
    216,289Month #6
(May 30, 2005 - July 3, 2005)
    
    
    216,289
    
    
    $
    11.11
    
    
    
    1,000,000
    
    
    
    
 
 (1)
    
    Excluding Commissions(2)
    
    On November 2, 2004, we announced the approval of a repurchase program under which we were authorized to repurchase up to
1.0 million shares of our common stock. For the period from November 2, 2004 until June 15, 2005, we had completed the program and had
repurchased 1.0 million shares of common stock. - 27 -




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PART II. OTHER INFORMATION
 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal 1:
 Affirmative Votes
    
    Authority WithheldF. Lane Cardwell, Jr.
    
    
    9,038,898
    
    
    
    294,543K. Jeffrey Dahlberg
    
    
    9,039,008
    
    
    
    294,433David Goronkin
    
    
    9,034,208
    
    
    
    299,233Mary Jeffries
    
    
    9,035,608
    
    
    
    297,833Richard L. Monfort
    
    
    9,039,398
    
    
    
    294,043Dean A. Riesen
    
    
    9,039,408
    
    
    
    294,033
 Proposal 2:
 Affirmative Votes
    
    Votes Against
    
    Votes Abstained9,256,596
    
    62,710
    
    14,135
 Proposal 3:
 Affirmative Votes
    
    Votes Against
    
    Votes Abstained
    
    Broker Non-Vote5,124,841
    
    664,946
    
    28,939
    
    3,514,715
 - 28 -




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Item 6. EXHIBITS
 (a)
    
    Exhibits
 31.1
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a-15(e)/15d-15(e) as adopted 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 - 29 -




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SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated: August 12, 2005
    
    By:
    
    /s/ David GoronkinDavid GoronkinChief Executive Officer and President(Principal Executive Officer)Dated: August 12, 2005
    
    
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelVice President, Chief Financial Officer and Secretary(Principal Financial and Accounting Officer)