##### 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 4, 2010
 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 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non- Accelerated Filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o o
 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 4, 2010 and January 3, 2010
    
    
    3Consolidated Statements of Operations
For the three months ended April 4, 2010 and March 29, 2009
    
    
    4Consolidated Statements of Cash Flows
For the three months ended April 4, 2010 and March 29, 2009
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    15Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4 Controls and Procedures
    
    
    25PART II            OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    25Item 2 Purchases of Equity Securities by the Issuer
    
    
    26Item 6 Exhibits
    
    
    27SIGNATURESCERTIFICATIONSEX-31.1EX-31.2EX-32.1




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS  APRIL 4, 2010 AND JANUARY 3, 2010  (in thousands, except share and per share data)
 April 4,2010
    
    
    January 3,(Unaudited)
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,641
    
    
    $
    2,996Restricted cash
    
    
    513
    
    
    
    627Accounts receivable, net
    
    
    2,941
    
    
    
    3,279Inventories
    
    
    2,395
    
    
    
    2,198Deferred tax asset
    
    
    703
    
    
    
    714Prepaid expenses and other current assets
    
    
    2,339
    
    
    
    1,845Current portion of notes receivable
    
    
    362
    
    
    
    823Total current assets
    
    
    10,894
    
    
    
    12,482Property, equipment and leasehold improvements, net
    
    
    61,424
    
    
    
    54,818Other assets:Notes receivable, less current portion
    
    
    286
    
    
    
    327Deferred tax asset
    
    
    
    
    
    
    206Other assets
    
    
    3,378
    
    
    
    548$
    75,982
    
    
    $
    68,381LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and financing lease obligation
    
    $
    502
    
    
    $
    162Accounts payable
    
    
    4,330
    
    
    
    3,974Accrued compensation and benefits
    
    
    2,225
    
    
    
    4,337Other current liabilities
    
    
    4,117
    
    
    
    3,991Total current liabilities
    
    
    11,174
    
    
    
    12,464Long-term liabilities:Line of credit
    
    
    15,500
    
    
    
    13,500Long-term debt, less current portion
    
    
    6,437
    
    
    
    Financing lease obligation less current portion
    
    
    4,437
    
    
    
    4,490Deferred tax liability
    
    
    547
    
    
    
    Other liabilities
    
    
    4,881
    
    
    
    4,933Total liabilities
    
    
    42,976
    
    
    
    35,387Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized8,789,000 and 9,202,000 shares issued and outstanding at
April 4, 2010 and January 3, 2010, respectively
    
    
    88
    
    
    
    92Additional paid-in capital
    
    
    14,845
    
    
    
    17,536Retained earnings
    
    
    18,073
    
    
    
    15,366Total shareholders equity
    
    
    33,006
    
    
    
    32,994$
    75,982
    
    
    $
    68,381
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  APRIL 4, 2010 AND MARCH 29, 2009  (in thousands, except share and per share data)  (Unaudited)
 Three Months EndedApril 4,
    
    
    March 29,2010
    
    
    2009Revenue:Restaurant sales, net
    
    $
    28,393
    
    
    $
    29,291Franchise royalty revenue
    
    
    3,982
    
    
    
    4,175Franchise fee revenue
    
    
    40
    
    
    
    75Licensing and other revenue
    
    
    184
    
    
    
    246Total revenue
    
    
    32,599
    
    
    
    33,787Costs and expenses:Food and beverage costs
    
    
    8,327
    
    
    
    8,778Labor and benefits costs
    
    
    9,249
    
    
    
    9,311Operating expenses
    
    
    7,628
    
    
    
    7,550Depreciation and amortization
    
    
    1,292
    
    
    
    1,312General and administrative expenses
    
    
    3,811
    
    
    
    4,300Asset impairment and estimated lease termination and other closing costs
    
    
    (74
    )
    
    
    106Pre-opening expenses
    
    
    27
    
    
    
    Gain on acquisition, net of acquisition costs
    
    
    (2,036
    )
    
    
    Total costs and expenses
    
    
    28,224
    
    
    
    31,357Income from operations
    
    
    4,375
    
    
    
    2,430Other expense:Interest expense
    
    
    (300
    )
    
    
    (474
    )Interest income
    
    
    39
    
    
    
    34Other income, net
    
    
    7
    
    
    
    10Total other expense
    
    
    (254
    )
    
    
    (430
    )Income before income taxes
    
    
    4,121
    
    
    
    2,000Income tax expense
    
    
    (1,414
    )
    
    
    (680
    )Net income
    
    $
    2,707
    
    
    $
    1,320Basic and diluted net income per common share
    
    $
    0.30
    
    
    $
    0.15Weighted average common shares outstanding  basic
    
    
    8,999,000
    
    
    
    9,082,000Weighted average common shares outstanding  diluted
    
    
    9,162,000
    
    
    
    9,087,000
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  APRIL 4, 2010 AND MARCH 29, 2009  (in thousands)  (Unaudited)
 Three Months EndedApril 4,
    
    
    March 29,2010
    
    
    2009Cash flows from operating activitiesNet income
    
    $
    2,707
    
    
    $
    1,320Adjustments to reconcile net income to cash flows provided by
operations:Depreciation and amortization
    
    
    1,292
    
    
    
    1,312Gain on acquisition of restaurants
    
    
    (2,343
    )
    
    
    Asset impairment and estimated lease termination and other closing costs
    
    
    (74
    )
    
    
    106Amortization of deferred financing costs
    
    
    13
    
    
    
    14Deferred income taxes
    
    
    764
    
    
    
    Deferred rent
    
    
    104
    
    
    
    85Stock-based compensation
    
    
    355
    
    
    
    138Changes in operating assets and liabilities; net of acquisition:Restricted cash
    
    
    114
    
    
    
    516Accounts receivable, net
    
    
    164
    
    
    
    (134
    )Inventories
    
    
    (72
    )
    
    
    50Prepaid expenses and other current assets
    
    
    (447
    )
    
    
    299Deposits
    
    
    (28
    )
    
    
    49Accounts payable
    
    
    314
    
    
    
    (1,051
    )Accrued compensation and benefits
    
    
    (2,181
    )
    
    
    943Other current liabilities
    
    
    (337
    )
    
    
    149Long-term deferred compensation
    
    
    19
    
    
    
    2Cash flows provided by operating activities
    
    
    364
    
    
    
    3,798Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (703
    )
    
    
    (322
    )Acquisition of restaurants
    
    
    (6,822
    )
    
    
    Payments received on notes receivable
    
    
    64
    
    
    
    11Cash flows used for investing activities
    
    
    (7,461
    )
    
    
    (311
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    6,800
    
    
    
    Proceeds from draws on line of credit
    
    
    13,300
    
    
    
    2,000Payments on line of credit
    
    
    (11,300
    )
    
    
    (5,000
    )Payments for debt issuance costs
    
    
    
    
    
    
    (45
    )Payments on long-term debt and financing lease obligation
    
    
    (76
    )
    
    
    (102
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    2Repurchase of common stock
    
    
    (2,982
    )
    
    
    Cash flows provided by (used for) financing activities
    
    
    5,742
    
    
    
    (3,145
    )(Decrease) increase in cash and cash equivalents
    
    
    (1,355
    )
    
    
    342Cash and cash equivalents, beginning of period
    
    
    2,996
    
    
    
    1,687Cash and cash equivalents, end of period
    
    $
    1,641
    
    
    $
    2,029
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
    (2) Net Income Per Common Share
   Three Months EndedApril 4,
    
    
    March 29,(in thousands, except per share data)
    
    2010
    
    
    2009Net income per common share  basic:Net income
    
    $
    2,707
    
    
    $
    1,320Weighted average shares outstanding
    
    
    8,999
    
    
    
    9,082Net income per common share  basic
    
    $
    0.30
    
    
    $
    0.15Net income per common share  diluted:Net income
    
    $
    2,707
    
    
    $
    1,320Weighted average shares outstanding
    
    
    8,999
    
    
    
    9,082Dilutive impact of common stock equivalents outstanding
    
    
    163
    
    
    
    5Adjusted weighted average shares outstanding
    
    
    9,162
    
    
    
    9,087Net income per common share  diluted
    
    $
    0.30
    
    
    $
    0.15
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (3) Allowance for Doubtful Accounts
 Accounts Receivable, Net
 (4) Public Relations and Marketing Development Fund and Restricted Cash
  (5) Credit Facility and Debt Covenants and Long-Term Debt
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Credit Facility and Debt Covenants and Long-Term Debt (continued)
     (6) Other Liabilities
  April 4,
    
    
    January 3,(in thousands)
    
    2010
    
    
    2010Deferred rent
    
    $
    4,504
    
    
    $
    4,404Lease termination costs
    
    
    
    
    
    
    304Asset retirement obligations
    
    
    93
    
    
    
    89Other liabilities
    
    
    284
    
    
    
    136$
    4,881
    
    
    $
    4,933
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases
 Stock-based Compensation
  - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
 Three Months EndedApril 4,
    
    
    March 29,(in thousands)
    
    2010
    
    
    2009Performance Share Programs:Fiscal 2007  2009
    
    $
    
    
    
    $
    8Fiscal 2008  2010
    
    
    26
    
    
    
    27Fiscal 2009  2011
    
    
    62
    
    
    
    64Fiscal 2010  2012
    
    
    96
    
    
    
    Performance Shares
    
    $
    184
    
    
    $
    99Director Shares
    
    
    137
    
    
    
    Stock Options
    
    
    
    
    
    
    5Restricted Stock
    
    
    34
    
    
    
    34$
    355
    
    
    $
    138
    Stock Options
 Number of
    
    
    Weighted Average(number of options in thousands)
    
    Options
    
    
    Exercise PriceOutstanding at January 3, 2010
    
    
    351
    
    
    $
    5.68Exercised
    
    
    
    
    
    
    Canceled or expired
    
    
    
    
    
    
    Outstanding at April 4, 2010
    
    
    351
    
    
    $
    5.68Options Exercisable at April 4, 2010
    
    
    351
    
    
    $
    5.68
 Performance Shares
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
     No. ofTarget No. of
    
    Performance SharesPerformance
    
    Performance Shares
    
    (Outstanding at
    
    Estimated Payout ofAward Date
    
    Share Program
    
    (Originally Granted)(1)
    
    April 4, 2010)(2)
    
    Performance Shares12/31/2007
    
    2008-2010
    
    
    78,800
    
    
    
    27,500
    
    
    24,948(4)12/29/2008
    
    2009-2011(3)
    
    
    280,300
    
    
    
    269,600
    
    
    269,600(5)1/4/2010
    
    2010-2012
    
    
    193,700
    
    
    
    193,700
    
    
    193,700(5)
 
 (1)
    
    Assumes achievement of 100% of the applicable Cumulative EPS Goal.(2)
    
    Net of forfeitures for employee departures.(3)
    
    The aggregate Target Number of Performance Shares awarded under this program increased significantly over
prior 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.(4)
    
    Based on achievement of 90.7% of the Cumulative EPS Goal over the first two years of the performance period.(5)
    
    Assumes achievement of 100% of the applicable Cumulative EPS Goal. Common Share Repurchases
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (7) Stock Options, Performance Shares, Other Forms of Compensation, and Common Share
Repurchases (continued)
 Board of Directors Compensation
   Employee Stock Purchase Plan
  (8) Retirement Savings Plans
 401(k) Plan
  Non-Qualified Deferred Compensation Plan
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8) Retirement Savings Plans (continued)
    (9) Asset Impairment and Estimated Lease Termination and Other Closing Costs
    DeductionsAdditions
    
    Credits to CostsBalance at
    
    Charged to
    
    and Expenses
    
    Balance atBeginning of
    
    Costs and
    
    and Other
    
    End of(in thousands)
    
    Period
    
    Expenses
    
    Accounts
    
    PeriodReserve for lease termination costs
    
    $
    589
    
    
    $
    2
    
    
    $
    (591
    )
    
    $
    
 (10) 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
 (10) Acquisition of New York and New Jersey Restaurants (continued)
   (in thousands)
 Inventory
    
    $
    125Property, equipment, and leasehold improvements
    
    
    7,262Other assets(1)
    
    
    2,843
    (2)Gift card liability
    
    
    (312
    )Lease interest liabilities
    
    
    (138
    )(2)Asset disposal costs
    
    
    (2
    )Fair market value of the net assets acquired
    
    $
    9,778
 
 (1)
    
    Other assets are comprised of approximately $1.4 million of liquor
licenses, $1.4 million of lease interest assets and $16,000 of security deposits for
various operating leases.(2)
    
    Lease interest assets and lease interest liabilities will be
amortized ratably to occupancy costs which is reflected in operating expenses in the
Companys consolidated statement of operations.   - 13 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (10) Acquisition of New York and New Jersey Restaurants (continued)
  Pro Forma Results (unaudited)
 (in thousands except per share data)
    
    Q1 2010
    
    Q1 2009Revenue
    
    $
    34,945
    
    
    $
    38,295Net income
    
    
    2,744
    
    
    
    2,843Net income per common share-basic and diluted
    
    
    0.30
    
    
    
    0.31
 (11) Supplemental Cash Flow Information
 Three Months EndedApril 4,
    
    March 29,(in thousands)
    
    2010
    
    2009Cash paid for interest
    
    $
    280
    
    
    $
    489Cash paid for taxes
    
    $
    272
    
    
    $
    67Non-cash investing and financing activities:Accrued property and equipment purchases
    
    $
    232
    
    
    $
    174Reclassification of additional-paid-in-capital to payroll taxes
payable for performance shares issued
    
    $
    68
    
    
    $
    28Redemption of note receivable due to the acquisition of
franchise restaurants
    
    $
    613
    
    
    $
    Reclassification of accounts receivable to notes receivable
    
    $
    
    
    
    $
    284
 (12) Recently Issued Accounting Pronouncement
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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 4,
    
    March 29,2010
    
    2009Food and beverage costs (1)
    
    
    29.3
    %
    
    
    30.0
    %Labor and benefits (1)
    
    
    32.6
    %
    
    
    31.8
    %Operating expenses (1)
    
    
    26.9
    %
    
    
    25.8
    %Depreciation & amortization (restaurant level)(1)
    
    
    4.0
    %
    
    
    4.0
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %General and administrative (2)
    
    
    11.7
    %
    
    
    12.7
    %Asset impairment and estimated lease termination
and other closing costs (1)
    
    
    (0.3
    %)
    
    
    0.4
    %Pre-opening expenses (1)
    
    
    0.1
    %
    
    
    0.0
    %Gain on acquisition, net of acquisition costs (1)
    
    
    (7.2
    %)
    
    
    0.0
    %Total costs and expenses (2)
    
    
    86.6
    %
    
    
    92.8
    %Income from operations (2)
    
    
    13.4
    %
    
    
    7.2
    %
 
 (1)
    
    As a percentage of restaurant sales, net(2)
    
    As a percentage of total revenue  Total Revenue
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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
   - 17 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Average Weekly Net Sales and Operating Weeks
  Three Months EndedApril 4,
    
    March 29,2010
    
    2009Average Weekly Net Sales (AWS):Company-Owned
    
    $
    45,821
    
    
    $
    47,939Full-Service
    
    $
    47,483
    
    
    $
    50,185Counter-Service
    
    $
    31,810
    
    
    $
    32,595Franchise-Operated
    
    $
    52,327
    
    
    $
    54,660AWS 2005 and Post 2005: (1)Company-Owned
    
    $
    52,156
    
    
    $
    59,030Franchise-Operated
    
    $
    56,629
    
    
    $
    60,836AWS Pre-2005: (1)Company-Owned
    
    $
    43,105
    
    
    $
    44,137Franchise-Operated
    
    $
    45,437
    
    
    $
    46,272
 
 (1)
    
    Provides further
delineation of AWS for restaurants
opened during the pre-fiscal 2005, and
restaurants opened during the
post-fiscal 2005, timeframes. Operating Weeks:Company-Owned
    
    
    613
    
    
    
    611Franchise-Operated
    
    
    1,626
    
    
    
    1,594
 Food and Beverage Costs
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
    Labor and Benefits Costs
   Operating Expenses
   Depreciation and Amortization
  Pre-opening Expenses
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  General and Administrative Expenses
  Performance
    
    Restricted Stock
    
    Board of DirectorsShares
    
    Units
    
    Shares
    
    Total$738
    
    $136
    
    $231
    
    $1,105
    Interest Expense
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 Interest Income
  Provision for Income Taxes
  Basic and Diluted Net Income Per Common Share
  Financial Condition, Liquidity and Capital Resources
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
       - 22 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
   Contractual Obligations
 (In thousands)Payments Due by Period(including interest)
    
    Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterLong Term Debt (1)
    
    $
    8,625
    
    
    $
    380
    
    
    $
    568
    
    
    $
    608
    
    
    $
    638
    
    
    $
    655
    
    
    $
    5,776Financing Leases
    
    
    5,888
    
    
    
    402
    
    
    
    622
    
    
    
    628
    
    
    
    647
    
    
    
    653
    
    
    
    2,936Line of Credit
    
    
    15,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,500
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    131,663
    
    
    
    4,268
    
    
    
    5,663
    
    
    
    5,574
    
    
    
    5,602
    
    
    
    5,562
    
    
    
    104,994Sublease Income
    
    
    (89
    )
    
    
    (15
    )
    
    
    (27
    )
    
    
    (28
    )
    
    
    (19
    )
    
    
    
    
    
    
    Total
    
    $
    161,587
    
    
    $
    5,035
    
    
    $
    6,826
    
    
    $
    6,782
    
    
    $
    22,368
    
    
    $
    6,870
    
    
    $
    113,706
 
 (1)
    
    This is a variable interest rate debt and interest expense is based as assumptions
made at the time of this filing.   Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Forward-Looking Information
  - 23 -




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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
 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.
 - 24 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
  
 Item 4.
    
    CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 Item 1.
    
    LEGAL PROCEEDINGS
  - 25 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 2.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER
   Maximum NumberTotal Number of
    
    (or ApproximateShares
    
    Dollar Value) of(or Units)
    
    SharesTotal Number of
    
    Average Price
    
    Purchased as Part
    
    (or Units)Shares
    
    Paid per
    
    of Publicly
    
    that May Yet be(or Units)
    
    Share(1)
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    
    Programs
    
    Plans or ProgramsMonth #1 (January 4, 2010  January 31,
2010)
    
    
    62,100
    
    
    $
    6.28
    
    
    
    62,100
    
    
    
    830,888Month #2 (February 1, 2010  February 28,
2010)
    
    
    79,212
    
    
    $
    6.48
    
    
    
    79,212
    
    
    
    751,676Month #3 (March 1, 2010  April 4, 2010)
    
    
    288,486
    
    
    $
    7.20
    
    
    
    288,486
    
    
    
    463,190
 
 (1)
    
    Excluding commissions. - 26 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6.
    
    EXHIBITS
 10.1
    
    Form 2010-2012 Performance
Share Agreement and Schedule of Grants under such form, incorporated
by reference to Exhibits 10.1 and 10.2 to Form 8-K filed January 6,
2010
 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.
 - 27 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated:  May 14, 2010
    By:
    /s/ Christopher ODonnellChristopher ODonnellPresident and Chief Executive Officer
Director (Principal Executive Officer)Dated:  May 14, 2010
    
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)