##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended July 2, 2006
 [ ] 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
 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 July 2, 2006 and January 1, 2006
    
    
    3Consolidated Statements of Operations
For the three and six months ended July 2, 2006 and July 3, 2005
    
    
    4Consolidated Statements of Cash Flows
For the six months ended July 2, 2006 and July 3, 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    17Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4
    
    Controls and Procedures
    
    
    29PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    29Item 2
    
    Purchases of Equity Securities by the Issuer
    
    
    29Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    30Item 6
    
    Exhibits
    
    
    31SIGNATURESCERTIFICATIONSCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification Pursuant to Section 906
  - 2 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 JULY 2, 2006 AND JANUARY 1, 2006
 (in thousands, except share and per-share data)
 July 2,
    
    
    January 1,2006
    
    
    2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,503
    
    
    $
    4,410Restricted cash
    
    
    1,535
    
    
    
    1,221Accounts receivable, net
    
    
    2,659
    
    
    
    2,843Inventories
    
    
    1,770
    
    
    
    1,588Deferred tax asset
    
    
    1,987
    
    
    
    3,120Prepaid expenses and other current assets
    
    
    1,274
    
    
    
    2,312Total current assets
    
    
    12,728
    
    
    
    15,494Property, equipment and leasehold improvements, net
    
    
    49,133
    
    
    
    46,872Other assets:Notes receivable, less current portion
    
    
    1,633
    
    
    
    1,719Deferred tax asset, less current portion
    
    
    2,632
    
    
    
    2,632Other assets
    
    
    688
    
    
    
    881$
    66,814
    
    
    $
    67,598LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Line of credit
    
    $
    
    
    
    $
    Current portion of long-term debt and capital leases
    
    
    328
    
    
    
    438Accounts payable
    
    
    4,902
    
    
    
    3,811Accrued compensation and benefits
    
    
    2,383
    
    
    
    2,203Other current liabilities
    
    
    3,512
    
    
    
    3,410Total current liabilities
    
    
    11,125
    
    
    
    9,862Long-term liabilities:Long-term debt and capital leases, less current portion
    
    
    8,375
    
    
    
    11,430Financing leases
    
    
    4,500
    
    
    
    4,500Other liabilities
    
    
    4,197
    
    
    
    3,918Total liabilities
    
    
    28,197
    
    
    
    29,710Shareholders equity:Common stock, $.01 par value, 100,000,000 shares authorized,
10,484,000 and 10,599,000 shares issued and outstanding at
July 2, 2006 and January 1, 2006, respectively
    
    
    105
    
    
    
    106Additional paid-in capital
    
    
    38,299
    
    
    
    39,835Retained earnings (accumulated deficit)
    
    
    213
    
    
    
    (2,053
    )Total shareholders equity
    
    
    38,617
    
    
    
    37,888$
    66,814
    
    
    $
    67,598
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 JULY 2, 2006 AND JULY 3, 2005
 (in thousands, except share and per share data)
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenue:Restaurant sales, net
    
    $
    26,472
    
    
    $
    24,468
    
    
    $
    49,688
    
    
    $
    45,211Franchise royalty revenue
    
    
    3,570
    
    
    
    2,769
    
    
    
    6,710
    
    
    
    4,912Franchise fee revenue
    
    
    404
    
    
    
    380
    
    
    
    966
    
    
    
    775Licensing and other revenue
    
    
    294
    
    
    
    449
    
    
    
    464
    
    
    
    664Total revenue
    
    
    30,740
    
    
    
    28,066
    
    
    
    57,828
    
    
    
    51,562Costs and expenses:Food and beverage costs
    
    
    8,032
    
    
    
    7,510
    
    
    
    15,036
    
    
    
    13,859Labor and benefits
    
    
    7,377
    
    
    
    6,792
    
    
    
    14,564
    
    
    
    13,085Operating expenses
    
    
    6,639
    
    
    
    5,859
    
    
    
    12,629
    
    
    
    10,925Depreciation and amortization
    
    
    1,063
    
    
    
    1,091
    
    
    
    2,190
    
    
    
    2,214General and administrative
    
    
    3,687
    
    
    
    3,470
    
    
    
    7,695
    
    
    
    6,843Asset impairment
    
    
    784
    
    
    
    
    
    
    
    784
    
    
    
    Pre-opening expenses
    
    
    217
    
    
    
    
    
    
    
    399
    
    
    
    Loss on disposal
    
    
    5
    
    
    
    4
    
    
    
    14
    
    
    
    6Total costs and expenses
    
    
    27,804
    
    
    
    24,726
    
    
    
    53,311
    
    
    
    46,932Income from operations
    
    
    2,936
    
    
    
    3,340
    
    
    
    4,517
    
    
    
    4,630Other income (expense):Loss on early extinguishment
of debt
    
    
    (148
    )
    
    
    
    
    
    
    (148
    )
    
    
    Interest expense
    
    
    (461
    )
    
    
    (473
    )
    
    
    (932
    )
    
    
    (953
    )Interest income
    
    
    90
    
    
    
    57
    
    
    
    195
    
    
    
    151Other (expense) income, net
    
    
    (8
    )
    
    
    47
    
    
    
    (46
    )
    
    
    2Total other expense
    
    
    (527
    )
    
    
    (369
    )
    
    
    (931
    )
    
    
    (800
    )Income before income taxes
    
    
    2,409
    
    
    
    2,971
    
    
    
    3,586
    
    
    
    3,830Income tax provision
    
    
    (885
    )
    
    
    (1,127
    )
    
    
    (1,320
    )
    
    
    (1,453
    )Net income
    
    $
    1,524
    
    
    $
    1,844
    
    
    $
    2,266
    
    
    $
    2,377Basic and diluted net income per
common share
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.21
    
    
    $
    0.21Weighted average common shares
outstanding - basic
    
    
    10,573,000
    
    
    
    10,831,000
    
    
    
    10,590,000
    
    
    
    11,080,000Weighted average common shares
outstanding - diluted
    
    
    10,935,000
    
    
    
    11,163,000
    
    
    
    10,942,000
    
    
    
    11,444,000
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 JULY 2, 2006 AND JULY 3, 2005
 (in thousands)
 (Unaudited)
 Six Months EndedJuly 2,
    
    
    July 3,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    2,266
    
    
    $
    2,377Adjustments to reconcile net income to cash flows provided by operations:Depreciation and amortization
    
    
    2,190
    
    
    
    2,214Amortization of deferred financing costs
    
    
    32
    
    
    
    30Loss on early extinguishment of debt
    
    
    148
    
    
    
    Loss on disposal of property
    
    
    14
    
    
    
    7Asset impairment
    
    
    784
    
    
    
    Deferred income taxes
    
    
    1,133
    
    
    
    1,375Deferred rent
    
    
    278
    
    
    
    215Stock-based compensation
    
    
    692
    
    
    
    209Changes in operating assets and liabilities:Restricted cash
    
    
    (314
    )
    
    
    (975
    )Accounts receivable, net
    
    
    14
    
    
    
    (684
    )Inventories
    
    
    (182
    )
    
    
    (58
    )Prepaid expenses and other current assets
    
    
    262
    
    
    
    512Accounts payable
    
    
    1,091
    
    
    
    (536
    )Accrued compensation and benefits
    
    
    171
    
    
    
    105Other current liabilities
    
    
    (599
    )
    
    
    (273
    )Cash flows provided by operations
    
    
    7,980
    
    
    
    4,518Cash flows from investing activities:Purchases of property, equipment and leasehold improvements
    
    
    (3,587
    )
    
    
    (1,645
    )Payments received on notes receivable
    
    
    109
    
    
    
    123Cash flows used for investing activities
    
    
    (3,478
    )
    
    
    (1,522
    )Cash flows from financing activities:Payments for debt issuance costs
    
    
    (25
    )
    
    
    (85
    )Payments on long-term debt and capital lease obligations
    
    
    (3,165
    )
    
    
    (276
    )Proceeds from exercise of stock options
    
    
    135
    
    
    
    474Repurchase of common stock
    
    
    (2,354
    )
    
    
    (11,529
    )Cash flows used for financing activities
    
    
    (5,409
    )
    
    
    (11,416
    )Decrease in cash and cash equivalents
    
    
    (907
    )
    
    
    (8,420
    )Cash and cash equivalents, beginning of period
    
    
    4,410
    
    
    
    11,170Cash and cash equivalents, end of period
    
    $
    3,503
    
    
    $
    2,750
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (1) Basis of Presentation
   Share-Based Payment, an amendment of SFAS No. 123 and 95 Accounting for Stock Issued to
Employees
  (2) Net Income Per Common Share
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (2) Net Income Per Common Share (continued)
  Three Months
    
    
    Six Months(in thousands, except per-share data)
    
    Ended
    
    
    EndedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2006
    
    
    2005
    
    
    2006
    
    
    2005Net
income per common share  basic:Net income
    
    $
    1,524
    
    
    $
    1,844
    
    
    $
    2,266
    
    
    $
    2,377Weighted average shares outstanding
    
    
    10,573
    
    
    
    10,831
    
    
    
    10,590
    
    
    
    11,080Net
income per common share  basic
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.21
    
    
    $
    0.21Net
income per common share  diluted:Net income
    
    $
    1,524
    
    
    $
    1,844
    
    
    $
    2,266
    
    
    $
    2,377Weighted average shares outstanding
    
    
    10,573
    
    
    
    10,831
    
    
    
    10,590
    
    
    
    11,080Dilutive impact of common stock
equivalents outstanding
    
    
    362
    
    
    
    332
    
    
    
    352
    
    
    
    364Adjusted weighted average shares outstanding
    
    
    10,935
    
    
    
    11,163
    
    
    
    10,942
    
    
    
    11,444Net
income per common share  diluted
    
    $
    0.14
    
    
    $
    0.17
    
    
    $
    0.21
    
    
    $
    0.21
  (3) Public Relations and Marketing Development Fund and Restricted Cash
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (4) Credit Facility
    (5) Stock-Based Compensation
 SFAS No. 123R Impact
     - 8 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Stock-Based Compensation (continued)
     (number of options in thousands)
    
    Number of
    
    
    Weighted AverageOptions
    
    
    Exercise PriceOutstanding at January 1, 2006
    
    
    900
    
    
    $
    5.14Granted
    
    
    
    
    
    
    Exercised
    
    
    (10
    )
    
    
    4.07Canceled or expired
    
    
    (23
    )
    
    
    7.37Outstanding at April 2, 2006
    
    
    867
    
    
    $
    5.10Granted
    
    
    
    
    
    $
    Exercised
    
    
    (15
    )
    
    
    3.32Canceled or expired
    
    
    (20
    )
    
    
    4.65Outstanding at July 2, 2006
    
    
    832
    
    
    $
    5.14Options Exercisable at July 2, 2006
    
    
    574
    
    
    $
    5.01
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5)
    
    Stock-Based Compensation (continued)The following table summarizes information about stock options outstanding at July 2, 2006:(number outstanding and number exercisable in thousands)
 OptionsTotal outstanding
    
    
    ExercisableWeighted-average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Exercise
    
    Number
    
    
    remaining
    
    
    average
    
    
    Number
    
    
    averageprices
    
    outstanding
    
    
    contractual life
    
    
    exercise price
    
    
    exercisable
    
    
    exercise price$2.00 - $2.63
    
    
    61
    
    
    2.74 years
    
    $
    2.31
    
    
    
    61
    
    
    $
    2.31$3.09 - $4.18
    
    
    330
    
    
    6.20 years
    
    $
    3.94
    
    
    
    264
    
    
    $
    3.90$4.82 - $6.72
    
    
    381
    
    
    7.39 years
    
    $
    5.97
    
    
    
    189
    
    
    $
    6.04$8.06 - $10.98
    
    
    60
    
    
    5.32 years
    
    $
    9.29
    
    
    
    60
    
    
    $
    9.29$2.00 - $10.98
    
    
    832
    
    
    6.43 years
    
    $
    5.14
    
    
    
    574
    
    
    $
    5.01
    (in thousands, except per share data)Three Months
    
    
    Six MonthsEnded
    
    
    EndedJuly 3, 2005
    
    
    July 3, 2005Net income as reported
    
    $
    1,844
    
    
    $
    2,377Less: Compensation expense determined
under the fair value method, net of tax
    
    
    (164
    )
    
    
    (311
    )Pro forma net income
    
    $
    1,680
    
    
    $
    2,066Net income per common share:Basic EPS as reported
    
    $
    0.17
    
    
    $
    0.21Basic EPS pro forma
    
    $
    0.16
    
    
    $
    0.19Diluted EPS as reported
    
    $
    0.17
    
    
    $
    0.21Diluted EPS pro forma
    
    $
    0.15
    
    
    $
    0.18
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Stock-Based Compensation (continued)
  Performance Shares
       - 11 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Stock-Based Compensation (continued)
 Deferred Stock Unit Plan
   Board of Directors Compensation
  (6) Retirement Savings Plans
 401(k) Plan
  - 12 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (6) Retirement Savings Plans (continued)
 Non-Qualified Deferred Compensation Plan
     (7) Common Share Repurchases
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8) Acquisition of Florence, Kentucky Restaurant
  (9) Payoff of Notes Payable
  (10) Asset Impairment
  - 14 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (11) Supplemental Cash Flow Information
 Six Months Ended(in thousands)
    
    July 2,
    
    
    July 3,2006
    
    
    2005Cash paid for interest
    
    $
    868
    
    
    $
    858Cash paid for taxes
    
    $
    314
    
    
    $
    254Non-cash investing and financing activities:Reclassification of other current assets to
assets held for sale
    
    $
    793
    
    
    $
    Reclassification of accounts receivable to
assets held for sale
    
    $
    170
    
    
    $
    Reclassification of accounts receivable to
other current assets
    
    $
    
    
    
    $
    508Accrue property and equipment purchases
    
    $
    693
    
    
    $
    421Deferred tax asset related to tax benefit of
stock options exercised
    
    $
    46
    
    
    $
    78Issuance of common stock to independent
board members
    
    $
    227
    
    
    $
    
 (12) Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for Income
Taxes.
 (13) Subsequent Events
 Company-owned Restaurant Closure
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (13) Subsequent Events (continued)
 Amended and Restated Credit Agreement
    - 16 -




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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
  Fiscal Year
 st
 Revenue
  Costs and Expenses
  - 17 -




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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General and Administrative Expenses
  (3)
 Three Months
    
    Six MonthsEnded
    
    EndedJuly 2,
    
    July 3,
    
    July 2,
    
    July 3,2006
    
    2005
    
    2006
    
    2005Food and beverage costs (1)
    
    
    30.3
    %
    
    
    30.7
    %
    
    
    30.3
    %
    
    
    30.7
    %Labor and benefits (1)
    
    
    27.9
    %
    
    
    27.7
    %
    
    
    29.3
    %
    
    
    28.9
    %Operating expenses (1)
    
    
    25.1
    %
    
    
    24.0
    %
    
    
    25.4
    %
    
    
    24.2
    %Depreciation & amortization (restaurant level) (1)
    
    
    3.6
    %
    
    
    4.0
    %
    
    
    3.9
    %
    
    
    4.4
    %Depreciation & amortization (corporate level) (2)
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %General and administrative (2)
    
    
    12.0
    %
    
    
    12.4
    %
    
    
    13.3
    %
    
    
    13.3
    %Asset impairment (1)
    
    
    3.0
    %
    
    
    
    
    
    
    1.6
    %
    
    
    Pre-opening expenses & loss on disposal (1)
    
    
    0.8
    %
    
    
    
    
    
    
    0.8
    %
    
    
    Total costs and expenses (2)
    
    
    90.4
    %
    
    
    88.1
    %
    
    
    92.2
    %
    
    
    91.0
    %Income from operations (2)
    
    
    9.6
    %
    
    
    11.9
    %
    
    
    7.8
    %
    
    
    9.0
    %
 
 (1)
 (2)
 (3)
  Total Revenue
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Restaurant Sales
  Franchise-Related Revenue
  Licensing and Other Revenue
  Same Store Net Sales
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Average Weekly Net Sales and Operating Weeks
  Three Months Ended
    
    Six Months EndedJuly 2,
    
    July 3,
    
    July 2,
    
    July 3,2006
    
    2005
    
    2006
    
    2005Company-Owned
    
    $
    50,583
    
    
    $
    49,338
    
    
    $
    47,787
    
    
    $
    45,649Full-Service
    
    $
    52,104
    
    
    $
    50,460
    
    
    $
    49,409
    
    
    $
    46,859Counter-Service
    
    $
    41,928
    
    
    $
    44,370
    
    
    $
    38,626
    
    
    $
    40,293Franchise-Operated
    
    $
    61,694
    
    
    $
    59,848
    
    
    $
    59,803
    
    
    $
    56,087Company-Owned Operating Weeks
    
    
    522
    
    
    
    494
    
    
    
    1,037
    
    
    
    988Franchise-Operated Operating
Weeks
    
    
    1,186
    
    
    
    952
    
    
    
    2,295
    
    
    
    1,813
 Food and Beverage Costs
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Labor and Benefits
  Operating Expenses
  Depreciation and Amortization
  General and Administrative Expenses
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Asset Impairment
  Pre-opening Expenses
  Loss on Early Extinguishment of Debt
  Interest Expense
  Interest Income
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Other Expense, net
  Income Tax Provision
  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
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Off-Balance Sheet Arrangements
   Critical Accounting Policies
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for Income
Taxes.
 Forward-Looking Information
    Additional Information on Famous Daves
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 http://www.sec.gov
  www.famousdaves.com
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
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##### Table of Contents



FAMOUS DAVES OF AMERICA, INC. AND SUBSIDIARIES
   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
    
    
    Purchased Under thePeriod
    
    
    Purchased
    
    
    (or Unit)
    
    
    or Programs
    
    
    Plans or ProgramsMonth #4
(April 3, 2006  April 30, 2006)
    
    
    
    0
    
    
    
    $
    N/A
    
    
    
    
    0
    
    
    
    
    1,000,000Month #5
(May 1, 2006  May 28, 2006)
    
    
    
    41,100
    
    
    
    $
    14.97
    
    
    
    
    41,100
    
    
    
    
    958,900Month #6
(May 29, 2006  July 2, 2006)
    
    
    
    117,500
    
    
    
    $
    14.77
    
    
    
    
    158,600
    
    
    
    
    841,400
 
 (1)
    
    Excluding Commissions
 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal 1:
  Affirmative Votes
    
    Authority WithheldF. Lane Cardwell, Jr.
    
    
    9,223,809
    
    
    
    613,592K. Jeffrey Dahlberg
    
    
    9,226,169
    
    
    
    611,232David Goronkin
    
    
    9,225,509
    
    
    
    611,892Mary Jeffries
    
    
    9,224,752
    
    
    
    612,649Richard L. Monfort
    
    
    9,225,869
    
    
    
    611,532Dean A. Riesen
    
    
    9,224,109
    
    
    
    613,292
 Proposal 2:
  Affirmative Votes
    
    Votes Against
    
    Votes Abstained9,818,830
    
    11,105
    
    7,466
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FAMOUS
DAVES OF AMERICA, INC. AND SUBSIDIARIES
 
 Item 6. EXHIBITS
 10.1
    
    
    Amended and Restated Credit Agreement by and between Wells Fargo Bank,
National Association and Famous Daves of America, Inc., dated July 31, 2006,
incorporated by reference to Exhibit 10.1 to Form 8-K filed
August 2, 2006.31.1
    
    
    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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SIGNATURES
  FAMOUS DAVES OF AMERICA, INC.
(Registrant)
 Dated:  August 11, 2006
    By:
    /s/ David GoronkinDavid GoronkinChief Executive Officer and President

(Principal Executive Officer) Dated:  August 11, 2006
    /s/ Diana Garvis PurcelDiana Garvis PurcelChief Financial Officer and Secretary

(Principal Financial and Accounting Officer) - 32 -