Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BJRI | |
Entity Registrant Name | BJ’S RESTAURANTS, INC. | |
Entity Central Index Key | 0001013488 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 22,261,229 | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-21423 | |
Entity Tax Identification Number | 33-0485615 | |
Entity Address, Address Line One | 7755 Center Avenue | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Huntington Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92647 | |
City Area Code | 714 | |
Local Phone Number | 500-2400 | |
Title of 12(b) Security | Common Stock, No Par Value | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | CA | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 80,309 | $ 22,394 | |
Accounts and other receivables, net | 13,503 | 22,197 | |
Inventories, net | 10,517 | 11,102 | |
Prepaid expenses and other current assets | 8,251 | 8,912 | |
Total current assets | 112,580 | 64,605 | |
Property and equipment, net | 580,039 | 583,639 | |
Operating lease assets | 381,301 | 383,355 | |
Goodwill | 4,673 | 4,673 | |
Other assets, net | 34,438 | 35,812 | |
Total assets | 1,113,031 | 1,072,084 | |
Current liabilities: | |||
Accounts payable | [1] | 28,547 | 23,422 |
Accrued expenses | 76,762 | 102,815 | |
Current operating lease obligations | 33,456 | 32,194 | |
Total current liabilities | 138,765 | 158,431 | |
Long-term operating lease obligations | 446,938 | 448,333 | |
Long-term debt | 231,800 | 143,000 | |
Deferred income taxes | 13,265 | 20,164 | |
Other liabilities | 10,359 | 11,869 | |
Total liabilities | 841,127 | 781,797 | |
Commitments and contingencies | |||
Shareholders’ equity: | |||
Preferred stock, 5,000 shares authorized, none issued or outstanding | |||
Common stock, no par value, 125,000 shares authorized and 18,750 and 19,149 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 0 | 0 | |
Capital surplus | 63,126 | 67,062 | |
Retained earnings | 208,778 | 223,225 | |
Total shareholders’ equity | 271,904 | 290,287 | |
Total liabilities and shareholders’ equity | $ 1,113,031 | $ 1,072,084 | |
[1] | Included in accounts payable as of March 31, 2020 and December 31, 2019 is $3,113 and $2,543, respectively, of related party trade payables. See Note 6 for further information. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Statement Of Financial Position [Abstract] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, par value | |||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |
Common stock, shares issued | 18,750,000 | 19,149,000 | |
Common stock, shares outstanding | 18,750,000 | 19,149,000 | |
Accounts payable, related party trade payables | $ 3,113 | $ 2,543 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Apr. 02, 2019 | ||
Income Statement [Abstract] | |||
Revenues | $ 254,595 | $ 290,554 | |
Restaurant operating costs (excluding depreciation and amortization): | |||
Cost of sales | [1] | 63,806 | 73,326 |
Labor and benefits | 103,829 | 105,221 | |
Occupancy and operating | [1] | 61,264 | 61,591 |
General and administrative | 11,608 | 16,896 | |
Depreciation and amortization | 18,345 | 17,642 | |
Restaurant opening | 543 | 448 | |
Loss on disposal and impairment of assets | 2,905 | 1,645 | |
Total costs and expenses | 262,300 | 276,769 | |
(Loss) income from operations | (7,705) | 13,785 | |
Other (expense) income: | |||
Interest expense, net | (1,471) | (1,070) | |
Other (expense) income, net | (1,705) | 1,097 | |
Total other (expense) income | (3,176) | 27 | |
(Loss) income before income taxes | (10,881) | 13,812 | |
Income tax (benefit) expense | (6,614) | 948 | |
Net (loss) income | $ (4,267) | $ 12,864 | |
Net (loss) income per share: | |||
Basic | $ (0.22) | $ 0.61 | |
Diluted | $ (0.22) | $ 0.60 | |
Weighted average number of shares outstanding: | |||
Basic | 19,101 | 21,056 | |
Diluted | 19,101 | 21,448 | |
Cash dividends declared per common share | $ 0.12 | ||
[1] | Related party costs included in cost of sales are $18,119 and $21,762 for the thirteen weeks ended March 31, 2020 and April 2, 2019, respectively. Related party costs included in occupancy and operating are $2,208 and $2,427 for the thirteen weeks ended March 31, 2020 and April 2, 2019, respectively. See Note 6 for further information. |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Income Statement [Abstract] | ||
Related party costs included in cost of sales | $ 18,119 | $ 21,762 |
Related party costs included in occupancy and operating | $ 2,208 | $ 2,427 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Capital Surplus [Member] | Retained Earnings [Member] |
Beginning Balance at Jan. 01, 2019 | $ 309,221 | $ 64,342 | $ 244,879 | |
Beginning Balance (in shares) at Jan. 01, 2019 | 21,058 | |||
Exercise of stock options | 514 | $ 683 | (169) | |
Exercise of stock options (in shares) | 16 | |||
Issuance of restricted stock units | (1,003) | $ 3,649 | (4,652) | |
Issuance of restricted stock units (in shares) | 84 | |||
Repurchase and retirement of common stock | (11,894) | $ (4,332) | (7,562) | |
Repurchase and retirement of common stock (in shares) | (249) | |||
Stock-based compensation | 2,162 | 2,162 | ||
Cumulative effect of adopting | Lease standard [Member] | 19,963 | 19,963 | ||
Dividends paid or payable | (2,559) | (2,559) | ||
Net (loss) income | 12,864 | 12,864 | ||
Ending Balance at Apr. 02, 2019 | 329,268 | 61,683 | 267,585 | |
Ending Balance (in shares) at Apr. 02, 2019 | 20,909 | |||
Beginning Balance at Dec. 31, 2019 | 290,287 | 67,062 | 223,225 | |
Beginning Balance (in shares) at Dec. 31, 2019 | 19,149 | |||
Issuance of restricted stock units | (705) | $ 4,803 | (5,508) | |
Issuance of restricted stock units (in shares) | 96 | |||
Repurchase and retirement of common stock | $ (15,014) | $ (4,803) | (10,211) | |
Repurchase and retirement of common stock (in shares) | (500) | (495) | ||
Stock-based compensation | $ 1,572 | 1,572 | ||
Adjustment to dividends previously accrued | 31 | 31 | ||
Net (loss) income | (4,267) | (4,267) | ||
Ending Balance at Mar. 31, 2020 | $ 271,904 | $ 63,126 | $ 208,778 | |
Ending Balance (in shares) at Mar. 31, 2020 | 18,750 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) | 3 Months Ended |
Apr. 02, 2019$ / shares | |
Statement Of Stockholders Equity [Abstract] | |
Dividends paid or payable | $ 0.12 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Apr. 02, 2019 | Apr. 02, 2019 | |||
Cash flows from operating activities: | |||||
Net (loss) income | $ (4,267) | $ 12,864 | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||
Depreciation and amortization | 18,345 | 17,642 | |||
Non-cash lease expense | 7,179 | 6,595 | |||
Deferred income taxes | (6,899) | (344) | |||
Stock-based compensation expense | 1,543 | 2,084 | |||
Loss on disposal and impairment of assets | 2,905 | 1,645 | |||
Changes in assets and liabilities: | |||||
Accounts and other receivables | 10,296 | 16,750 | |||
Inventories, net | 585 | (545) | |||
Prepaid expenses and other current assets | 558 | 1,304 | |||
Other assets, net | 1,009 | (3,767) | |||
Accounts payable | 5,326 | (4,292) | |||
Accrued expenses | (25,919) | (18,120) | |||
Operating lease obligations | (7,943) | (12,552) | |||
Other liabilities | (1,510) | 2,792 | |||
Net cash provided by operating activities | 1,208 | 22,056 | |||
Cash flows from investing activities: | |||||
Purchases of property and equipment | (16,275) | (17,674) | |||
Proceeds from sale of assets | 4 | ||||
Net cash used in investing activities | (16,271) | (17,674) | |||
Cash flows from financing activities: | |||||
Borrowings on line of credit | 327,300 | 260,500 | |||
Payments on line of credit | (238,500) | (253,500) | |||
Taxes paid on vested stock units under employee plans | (705) | (1,003) | |||
Proceeds from exercise of stock options | 514 | ||||
Cash dividends paid | (103) | (2,550) | |||
Repurchases of common stock | (15,014) | (11,894) | |||
Net cash provided by (used in) financing activities | 72,978 | (7,933) | |||
Net increase (decrease) in cash and cash equivalents | 57,915 | (3,551) | |||
Cash and cash equivalents, beginning of period | 22,394 | 29,224 | |||
Cash and cash equivalents, end of period | 80,309 | 25,673 | $ 25,673 | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid for income taxes | 998 | 1,184 | |||
Cash paid for interest, net of capitalized interest | 1,233 | 1,026 | |||
Cash paid for operating lease obligations | 14,635 | 19,229 | |||
Supplemental disclosure of non-cash operating, investing and financing activities: | |||||
Operating lease assets obtained in exchange for operating lease obligations | 6,208 | 9,800 | |||
Property and equipment acquired and included in accounts payable | 6,875 | 11,089 | |||
Stock-based compensation capitalized | $ 29 | [1] | $ 78 | $ 78 | [1] |
[1] | Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on the Consolidated Balance Sheets. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements include the accounts of BJ’s Restaurants, Inc. (referred to herein as the “Company,” “we,” “us” and “our”) and our wholly owned subsidiaries. The consolidated financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of our financial condition, results of operations, shareholders’ equity and cash flows for the period. Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules. The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual amounts could differ from these estimates. Due to severe impacts from the global coronavirus (“COVID-19”) pandemic, operating results for the three months ended March 31, 2020 are not indicative of operating results for the entire year. A description of our accounting policies and other financial information is included in our audited consolidated financial statements filed with the SEC on Form 10-K for the year ended December 31, 2019, as amended by Amendment No. 1 thereto, filed on April 22, 2020 (collectively, our “2019 Form10-K”). The disclosures included in our accompanying interim consolidated financial statements and footnotes should be read in conjunction with our consolidated financial statements and notes thereto included in our 2019 Form 10-K and our other reports filed from time to time with the Securities and Exchange Commission. Impact of the COVID-19 Pandemic In early March 2020, the COVID-19 pandemic was declared to be a National Public Health Emergency, and the Centers for Disease Control and Prevention, as well as state and local legislative bodies and health departments, began issuing orders related to social distancing requirements, reduced restaurant seating capacity and other restrictions which resulted in a significant reduction in traffic at our restaurants due to changes in consumer behavior. As of mid-March 2020, the ordinances tightened, and dine-in capacity was eliminated or severely restricted. As a result, we closed the dining rooms in all of our restaurants and began to operate in a take-out and delivery only capacity. On April 17, 2020, we temporarily closed four of our restaurants based on the evaluation of their off-premise sales and associated cash flows. We intend to re-open these locations at an appropriate time during the country’s recovery from the COVID-19 pandemic. As of May 11, 2020, certain states where we operate have allowed dining rooms to re-open with limited seating for social distancing and other safety precautions, including Alabama, Arizona, Arkansas, Florida, Indiana, Kansas, Nevada, Oklahoma, South Carolina, Tennessee and Texas. Additional states where our restaurants operate are expected to allow restaurants to re-open their dining rooms, also in a limited capacity, in the near term. Although there can be no certainty as to the ultimate effect of the COVID-19 pandemic on our supply chain, we have been in discussions with our major suppliers and currently have not experienced significant disruptions in our supply chain. In response to the current conditions, our Board of Directors cancelled our previously declared quarterly dividend payment, which was payable on March 24, 2020, suspended future quarterly cash dividends, and determined that it will review our dividend policy as developments warrant. Additionally, to secure our liquidity position and provide financial flexibility, we suspended the payment of rent on leases and are in discussions with our landlords regarding abatement and/or restructuring of rent, sold $70 million of our common stock on May 5, 2020, fully drew on our $250 million Credit Facility, suspended our current share repurchase activity as well as our 401(k) plan employer matching contributions and reduced restaurant support center salaries for all team members making over $100,000 as well as the Board of Directors. Additionally, with the significant reduction in our revenues, we have implemented and will continue to implement cost savings initiatives. See the subsection below entitled “Liquidity and Capital Resources” in Part I, Item 2 of this Form 10-Q for further details. Recently Adopted Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We adopted ASU 2016-13 on January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements. In August 2018, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This update clarifies the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU 2016-13 on January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. REVENUE RECOGNITION Our revenues are primarily comprised of food and beverage sales at our restaurants. Revenues from restaurant sales are recognized when payment is tendered. Amounts paid with a credit card are recorded in accounts and other receivables until payment is collected from the credit card processor. We sell gift cards which do not have an expiration date and we do not deduct non-usage fees from outstanding gift card balances. Gift card sales are recorded as a liability and recognized as revenues upon redemption in our restaurants. Based on historical redemption rates, a portion of our gift card sales are not expected to be redeemed and will be recognized as gift card “breakage” over time. Estimated gift card breakage is recorded as revenue and recognized in proportion to our historical redemption pattern, unless there is a legal obligation to remit the unredeemed gift cards to government authorities. The estimated gift card breakage is based on when the likelihood of redemption becomes remote, which has typically been 24 months after the original gift card issuance date. Our “BJ’s Premier Rewards Plus” customer loyalty program enables participants to earn points for qualifying purchases that can be redeemed for food and beverages in the future. We allocate the transaction price between the goods delivered and the future goods that will be delivered, on a relative standalone selling price basis, and defer the revenues allocated to the points, less expected expirations, until such points are redeemed. The liability related to our gift card and loyalty program, included in “Accrued expenses,” on our Consolidated Balance Sheets is as follows (in thousands): March 31, 2020 December 31, 2019 Gift card liability $ 13,789 $ 19,106 Deferred loyalty revenue $ 8,123 $ 8,320 Revenue recognized for the redemption of gift cards and loyalty rewards deferred at the beginning of each respective fiscal year is as follows (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Revenue recognized from gift card liability $ 7,620 $ 7,605 Revenue recognized from customer loyalty program $ 4,910 $ 4,073 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 3. LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of restaurant locations and office space. U.S. GAAP requires that our leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date, and the lease term used in the evaluation includes the non-cancellable period for which we have the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of our restaurant leases and office space are classified as operating leases. We do not have any finance leases. Lease costs included in “Occupancy & operating” on the Consolidated Statements of (Loss) Income consisted of the following (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Lease cost $ 13,850 $ 13,240 Variable lease cost 285 855 Total lease costs $ 14,135 $ 14,095 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. LONG-TERM DEBT Line of Credit Our Credit Facility, which matures on November 18, 2021, provides us with revolving loan commitments totaling $250 million, of which $50 million may be used for the issuance of letters of credit. Availability under the Credit Facility is reduced by outstanding letters of credit, which are used to support our self-insurance programs. Our obligations under the Credit Facility were unsecured prior to the Third Amended and Restated Credit Agreement entered into on April 30, 2020, (The “Amended Credit Facility”). See below for further information regarding our Amended Credit Facility. In an abundance of caution and as a result of the current circumstances with COVID-19, in late March 2020 we drew down substantially all remaining amounts available under our line of credit. As of March 31, 2020, there were borrowings of $231.8 million and letters of credit totaling approximately $18.1 million outstanding under the Credit Facility. Available borrowings under the Credit Facility were $0.1 million as of March 31, 2020. Prior to entering into our Amended Credit Facility, the interest rate was our choice of LIBOR plus a percentage not to exceed 1.75%, or a rate ranging from Bank of America’s prime rate to 0.75% above Bank of America’s prime rate, based on our level of lease and debt obligations as compared to EBITDA plus lease expenses. The weighted average interest rate during the thirteen weeks ended March 31, 2020 was approximately 3.0%. The Credit Facility contains provisions requiring us to maintain compliance with certain covenants, including a Fixed Charge Coverage Ratio and a Lease Adjusted Leverage Ratio. At March 31, 2020, we were in compliance with these covenants. Interest expense and commitment fees under the Credit Facility for the thirteen weeks ended March 31, 2020 and April 2, 2019 were approximately $1.5 million and $1.1 million, respectively. We also capitalized approximately $0.05 million and $0.07 million of interest expense related to new restaurant construction during the thirteen weeks ended March 31, 2020 and April 2, 2019, respectively. On April 30, 2020, we entered into the Amended Credit Facility with Bank of America, N.A. and JPMorgan Chase Bank, N.A., to amend and restate our existing unsecured revolving line of credit (the “Line of Credit”) in response to disruptions arising from the COVID-19 pandemic. The Amended Credit Facility is secured by the Company’s assets and suspends the testing of the lease adjusted leverage ratio and the fixed charge coverage ratio until the fourth fiscal quarter ending December 29, 2020, at which time a modified lease adjusted leverage ratio and fixed charge ratio tests will resume. Additionally, through December 29, 2020, a monthly liquidity balance must be maintained, ranging from $50.5 million as of April 30, 2020, and decreasing to $15.5 million by the end of December 2020, including cash and cash equivalents and availability under the Line of Credit. Borrowings under the Line of Credit bear interest at an annual rate equal to either (a) LIBOR plus a percentage not to exceed 2.75% (with a floor on LIBOR of 1.00%), or (b) a percentage not to exceed 1.75% above a Base Rate equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1.00%, (ii) BofA’s Prime Rate, or (iii) one-month LIBOR plus 1.00%, in either case depending on the level of the modified lease adjustment ratio. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | 5. NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net loss per share excludes the dilutive effect of equity awards. Diluted net income per share reflects the potential dilution that could occur if in-the-money stock options issued by us to sell common stock at set prices were exercised and if restrictions on restricted stock units (“RSUs”) issued by us were to lapse (collectively, equity awards) using the treasury stock method. Performance-based RSUs are considered contingent shares; therefore, at each reporting date we determine the probable number of shares that will vest and we include these contingently issuable shares in our diluted net (loss) income per share calculation. Once theses performance-based RSUs vest, they are included in our basic net (loss) income per share calculation. The following table presents a reconciliation of basic and diluted net (loss) income per share, including the number of dilutive equity awards that were included in the dilutive net income per share computation (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Numerator: Net (loss) income $ (4,267 ) $ 12,864 Denominator: Weighted-average shares outstanding – basic 19,101 21,056 Dilutive effect of equity awards — 392 Weighted-average shares outstanding – diluted 19,101 21,448 Net (loss) income per share: Basic $ (0.22 ) $ 0.61 Diluted $ (0.22 ) $ 0.60 For the thirteen weeks ended March 31, 2020 and April 2, 2019, there were approximately 1.1 million and 0.3 million shares of common stock equivalents, respectively, that were excluded from the calculation of diluted net (loss) income per share because they are anti-dilutive. |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party | 6. RELATED PARTY James Dal Pozzo, the Chairman of the Board of the Jacmar Companies (“Jacmar”), is a member of our Board of Directors. Jacmar, through its affiliation with Distribution Market Advantage (“DMA”), a consortium of large, regional food distributors located throughout the United States, is currently our largest distributor of food, beverage, paper products and supplies. In 2006, we began using DMA to deliver the majority of our food products to our restaurants. In July 2017, after conducting a market evaluation, we entered into a new agreement with DMA. The agreement expires in June 2020 and provides for automatic renewals for two successive one-year periods (effectively expiring June 2022), unless either party provides a non-renewal notice 90 days prior to the end of each year. In October of 2019, DMA provided notice of non-renewal resulting in the current program expiring on June 30, 2020. We are currently finalizing a new distribution contract with a national distributor that will begin July 1, 2020. Jacmar services our restaurants in California and Nevada, while other DMA distributors service our restaurants in all other states. Under the terms of our agreement with DMA, Jacmar is required to sell products to us at the same prices as the other DMA distributors. Jacmar does not provide us with any produce, liquor, wine or beer products, all of which are provided by other third party vendors and are included in “Cost of sales” on the Consolidated Statements of (Loss) Income. The cost of food, beverage, paper products and supplies provided by Jacmar included within restaurant operating costs consisted of the following (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Cost of sales: Third party suppliers $ 45,687 71.6 % $ 51,564 70.3 % Jacmar 18,119 28.4 21,762 29.7 Total cost of sales $ 63,806 100.0 % $ 73,326 100.0 % Occupancy and operating: Third party suppliers $ 59,056 96.4 % $ 59,164 96.1 % Jacmar 2,208 3.6 2,427 3.9 Total occupancy and operating $ 61,264 100.0 % $ 61,591 100.0 % The amounts included in accounts payables related to Jacmar consisted of the following (in thousands): March 31, 2020 December 31, 2019 Third party suppliers $ 25,434 $ 20,879 Jacmar 3,113 2,543 Total accounts payable $ 28,547 $ 23,422 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. STOCK-BASED COMPENSATION Our current shareholder approved stock-based compensation plan is the BJ’s Restaurants, Inc. Equity Incentive Plan, (as amended from time to time, “the Plan”). Under the Plan, we may issue shares of our common stock to employees, officers, directors and consultants. We have granted incentive stock options, non-qualified stock options, and performance and time-based restricted stock units. Stock options and stock appreciation rights, if any, are charged against the Plan share reserve on the basis of one share for each share granted. Certain other types of grants, including RSUs, are currently charged against the Plan share reserve on the basis of 1.5 shares for each share granted. The Plan also contains other limits on the terms of incentive grants such as limits on the number that can be granted to an employee during any fiscal year. All options granted under the Plan expire within 10 years of their date of grant. Under the Plan, we issue non-qualified stock options as well as time-based and performance-based RSUs to vice presidents and above. We issue time-based RSUs to our other support employees, and we issue time-based RSUs and/or non-qualified stock options to non-employee members of our Board of Directors. We also issue RSUs, and previously issued non-qualified stock options, in connection with the BJ’s Gold Standard Stock Ownership Program (the “GSSOP”). The GSSOP is a long-term equity incentive program for our restaurant general managers, executive kitchen managers, directors of operations and directors of kitchen operations. GSSOP grants are dependent on the length of each participant’s service with us and position. All GSSOP participants are required to remain in good standing during their vesting period. The Plan permits our Board of Directors to set the vesting terms and exercise period for awards at its discretion. Stock options and time-based RSUs vest ratably over one, three or five years for non-GSSOP participants and either cliff vest at five years or cliff vest at 33% on the third anniversary and 67% on the fifth anniversary for GSSOP participants. Performance-based RSUs generally cliff vest on the third anniversary of the grant date in an amount from 0% to 150% of the grant quantity, dependent on the level of performance target achievement. The following table presents the stock-based compensation recognized within our consolidated financial statements (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Labor and benefits $ 629 $ 458 General and administrative $ 914 $ 1,626 Capitalized (1) $ 29 $ 78 (1) Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on the Consolidated Balance Sheets. Stock Options The fair value of each stock option was estimated on the grant date using the Black‑Scholes option-pricing model with the following weighted average assumptions: For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Expected volatility 33.0 % 34.5 % Risk free interest rate 1.6 % 2.5 % Expected option life 5 years 5 years Dividend yield 1.5 % 1.5 % Fair value of options granted $ 10.48 $ 15.72 U.S. GAAP requires us to make certain assumptions and judgments regarding the grant date fair value. These judgments include expected volatility, risk free interest rate, expected option life, and dividend yield. These estimations and judgments are determined by us using assumptions that, in many cases, are outside of our control. The changes in these variables or trends, including stock price volatility, dividend yield and risk free interest rate may significantly impact the fair value of future grants resulting in a significant impact to our financial results. The exercise price of our stock options under our stock-based compensation plan is required to equal or exceed the fair value of our common stock at market close on the option grant date or the most recent trading day when grants take place on market holidays. The following table presents stock option activity: Options Outstanding Options Exercisable Shares (in thousands) Weighted Average Exercise Price Shares (in thousands) Weighted Average Exercise Price Outstanding at December 31, 2019 645 $ 41.09 340 $ 38.96 Granted 157 38.90 Exercised — — Forfeited — — Outstanding at March 31, 2020 802 $ 40.66 498 $ 39.88 As of March 31, 2020, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $2.9 million, which is generally expected to be recognized over the next five years. Restricted Stock Units Time-Based Restricted Stock Units The following table presents time-based restricted stock unit activity: Shares (in thousands) Weighted Average Fair Value Outstanding at December 31, 2019 509 $ 43.65 Granted 101 38.90 Released (85 ) 44.71 Forfeited (9 ) 49.25 Outstanding at March 31, 2020 516 $ 42.46 The fair value of our time-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each time-based RSU is expensed over the vesting period (e.g., one, three or five years). As of March 31, 2020, total unrecognized stock-based compensation expense related to non-vested RSUs was approximately $11.7 million, which is generally expected to be recognized over the next five years. Performance-Based Restricted Stock Units The following table presents performance-based restricted stock unit activity: Shares (in thousands) Weighted Average Fair Value Outstanding at December 31, 2019 105 $ 41.42 Granted 42 38.90 Released (29 ) 35.95 Forfeited (9 ) 35.95 Outstanding at March 31, 2020 109 $ 42.39 The fair value of our performance-based RSUs is equal to the fair value of our common stock at market close on the date of grant or the most recent trading day when grants take place on market holidays. The fair value of each performance-based RSU is expensed based on management’s current estimate of the level that the performance goal will be achieved. As of March 31, 2020, based on |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8 . INCOME TAXES We calculate our interim income tax provision in accordance with ASC Topic 270, “Interim Reporting” and ASC Topic 740, “Accounting for Income Taxes.” At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary year to date earnings. The related tax expense or benefit is recognized in the interim period in which it occurs. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including the expected operating (loss) income for the year, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current fiscal year. The accounting estimates used to compute income tax expense may change as new events occur, additional information is obtained or the tax environment changes. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted. Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes provisions, among others, allowing for the carryback of net operating losses generated in 2018, 2019 and 2020, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expense, and technical amendments regarding the expensing of qualified improvement property (“QIP”). As a result of the CARES Act, the Company is able to carryback losses generated in 2020 and reduce taxes payable for accelerated depreciation on qualified improvements property in 2018 and 2019. Our effective income tax rate for the thirteen weeks ended March 31, 2020, reflected a 60.8 % tax benefit rate. The recorded tax benefit was greater than the tax benefit calculated at the statutory tax rate primarily due to FICA Tip Credits and the incremental benefit arising from the ability to carryback the 2020 loss to prior years when the tax rate was at 35 %. The 14 % rate benefit between the current tax rate of 21 % versus the NOL carryback year of 35 % is reflected partially in the annual effective tax rate and partially as a discrete item in the March 31, 2020 tax rate for the portion related to 2019 temporary deductible tax differences that are estimated to reverse in 2020 and become part of the 2020 loss carryback . As of March 31, 2020, we had unrecognized tax benefits of approximately $1.5 million, of which approximately $1.0 million, if reversed, would impact our effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is the following (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Gross unrecognized tax benefits at beginning of year $ 1,345 $ 1,532 Increase for tax positions taken in prior years 148 — Decreases for tax positions taken in prior years — (7 ) Increases for tax positions taken in the current year 11 25 Gross unrecognized tax benefits at end of year $ 1,504 $ 1,550 Our uncertain tax positions are related to tax years that remain subject to examination by tax agencies. As of March 31, 2020, the earliest tax year still subject to examination by the Internal Revenue Service is 2015. The earliest year still subject to examination by a significant state or local taxing jurisdiction is 2015. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 9. LEGAL PROCEEDINGS We are subject to lawsuits, administrative proceedings and demands that arise in the ordinary course of our business and which typically involve claims from customers, employees and others related to operational, employment, real estate and intellectual property issues common to the foodservice industry. A number of these claims may exist at any given time. We are self-insured for a portion of our general liability, our employee workers’ compensation and our employment practice requirements. We maintain coverage with a third party insurer to limit our total exposure. We believe that most of our customer claims will be covered by our general liability insurance, subject to coverage limits and the portion of such claims that are self-insured. Punitive damages awards and employee unfair practice claims, however, are not covered by our general liability insurance. To date, we have not been ordered to pay punitive damages with respect to any claims, but there can be no assurance that punitive damages will not be awarded with respect to any future claims. We could be affected by adverse publicity resulting from allegations in lawsuits, claims and proceedings, regardless of whether these allegations are valid or whether we are ultimately determined to be liable. We currently believe that the final disposition of these types of lawsuits, proceedings and claims will not have a material adverse effect on our financial position, results of operations or liquidity. It is possible, however, that our future results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to lawsuits, proceedings or claims. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | 10. SHAREHOLDERS’ EQUITY Stock Repurchases During the thirteen weeks ended March 31, 2020, we repurchased and retired approximately 0.5 million shares of our common stock at an average price of $30.33 per share for a total of $15.0 million, which is recorded as a reduction in common stock, with any excess charged to retained earnings. As of March 31, 2020, we have approximately $24.4 million remaining under the current $500 million share repurchase plan approved by our Board of Directors. We have suspended our repurchase program until the significant uncertainty of the COVID-19 pandemic has passed and the Board determines that resumption of repurchases is in the best interest of the Company and its shareholders and is permitted by our Amended Credit Facility. Cash Dividends The Company’s Board of Directors has suspended quarterly cash dividends (including cancelling the dividend of $0.13 per share declared on February 18, 2020) until the significant uncertainty related to the COVID-19 pandemic has passed and it is determined that resumption of dividend payments is in the best interest of the Company and its shareholders and is permitted by our Amended Credit Facility. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS Private Placement On May 5, 2020, we completed the sale of $70 million of our common stock to certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser, and to Act III Holdings, LLC (“Act III,” and collectively “the investors”). The investors purchased a total of 3,500,000 shares of BJ’s Restaurants common stock for $20.00 per share in a private placement under Section 4(2) of the Securities Act of 1933, as amended. The Company also issued a five year warrant to purchase 875,000 shares of our common stock with an exercise price of $27.00 per share to Act III. In addition, Act III was granted the right to nominate one director to the Company’s board of directors for so long as it satisfies certain ownership thresholds. Credit Facility Subsequent to the first quarter, we entered into the Amended Credit Facility. See Note 4 for further information. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements include the accounts of BJ’s Restaurants, Inc. (referred to herein as the “Company,” “we,” “us” and “our”) and our wholly owned subsidiaries. The consolidated financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of our financial condition, results of operations, shareholders’ equity and cash flows for the period. Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules. The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual amounts could differ from these estimates. Due to severe impacts from the global coronavirus (“COVID-19”) pandemic, operating results for the three months ended March 31, 2020 are not indicative of operating results for the entire year. A description of our accounting policies and other financial information is included in our audited consolidated financial statements filed with the SEC on Form 10-K for the year ended December 31, 2019, as amended by Amendment No. 1 thereto, filed on April 22, 2020 (collectively, our “2019 Form10-K”). The disclosures included in our accompanying interim consolidated financial statements and footnotes should be read in conjunction with our consolidated financial statements and notes thereto included in our 2019 Form 10-K and our other reports filed from time to time with the Securities and Exchange Commission. |
Impact of the COVID-19 Pandemic | Impact of the COVID-19 Pandemic In early March 2020, the COVID-19 pandemic was declared to be a National Public Health Emergency, and the Centers for Disease Control and Prevention, as well as state and local legislative bodies and health departments, began issuing orders related to social distancing requirements, reduced restaurant seating capacity and other restrictions which resulted in a significant reduction in traffic at our restaurants due to changes in consumer behavior. As of mid-March 2020, the ordinances tightened, and dine-in capacity was eliminated or severely restricted. As a result, we closed the dining rooms in all of our restaurants and began to operate in a take-out and delivery only capacity. On April 17, 2020, we temporarily closed four of our restaurants based on the evaluation of their off-premise sales and associated cash flows. We intend to re-open these locations at an appropriate time during the country’s recovery from the COVID-19 pandemic. As of May 11, 2020, certain states where we operate have allowed dining rooms to re-open with limited seating for social distancing and other safety precautions, including Alabama, Arizona, Arkansas, Florida, Indiana, Kansas, Nevada, Oklahoma, South Carolina, Tennessee and Texas. Additional states where our restaurants operate are expected to allow restaurants to re-open their dining rooms, also in a limited capacity, in the near term. Although there can be no certainty as to the ultimate effect of the COVID-19 pandemic on our supply chain, we have been in discussions with our major suppliers and currently have not experienced significant disruptions in our supply chain. In response to the current conditions, our Board of Directors cancelled our previously declared quarterly dividend payment, which was payable on March 24, 2020, suspended future quarterly cash dividends, and determined that it will review our dividend policy as developments warrant. Additionally, to secure our liquidity position and provide financial flexibility, we suspended the payment of rent on leases and are in discussions with our landlords regarding abatement and/or restructuring of rent, sold $70 million of our common stock on May 5, 2020, fully drew on our $250 million Credit Facility, suspended our current share repurchase activity as well as our 401(k) plan employer matching contributions and reduced restaurant support center salaries for all team members making over $100,000 as well as the Board of Directors. Additionally, with the significant reduction in our revenues, we have implemented and will continue to implement cost savings initiatives. See the subsection below entitled “Liquidity and Capital Resources” in Part I, Item 2 of this Form 10-Q for further details. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We adopted ASU 2016-13 on January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements. In August 2018, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This update clarifies the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU 2016-13 on January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Net (Loss) Income Per Share | Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net loss per share excludes the dilutive effect of equity awards. Diluted net income per share reflects the potential dilution that could occur if in-the-money stock options issued by us to sell common stock at set prices were exercised and if restrictions on restricted stock units (“RSUs”) issued by us were to lapse (collectively, equity awards) using the treasury stock method. Performance-based RSUs are considered contingent shares; therefore, at each reporting date we determine the probable number of shares that will vest and we include these contingently issuable shares in our diluted net (loss) income per share calculation. Once theses performance-based RSUs vest, they are included in our basic net (loss) income per share calculation. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Gift Card Liability and Loyalty Program Included in Accrued Expenses on Consolidated Balance Sheets | The liability related to our gift card and loyalty program, included in “Accrued expenses,” on our Consolidated Balance Sheets is as follows (in thousands): March 31, 2020 December 31, 2019 Gift card liability $ 13,789 $ 19,106 Deferred loyalty revenue $ 8,123 $ 8,320 |
Revenue Recognized for Redemption of Gift Cards and Loyalty Rewards Deferred | Revenue recognized for the redemption of gift cards and loyalty rewards deferred at the beginning of each respective fiscal year is as follows (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Revenue recognized from gift card liability $ 7,620 $ 7,605 Revenue recognized from customer loyalty program $ 4,910 $ 4,073 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Costs | Lease costs included in “Occupancy & operating” on the Consolidated Statements of (Loss) Income consisted of the following (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Lease cost $ 13,850 $ 13,240 Variable lease cost 285 855 Total lease costs $ 14,135 $ 14,095 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Net (Loss) Income Per Share Computations and Number of Dilutive Equity Awards Included in Dilutive Net Income Per Share Computation | The following table presents a reconciliation of basic and diluted net (loss) income per share, including the number of dilutive equity awards that were included in the dilutive net income per share computation (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Numerator: Net (loss) income $ (4,267 ) $ 12,864 Denominator: Weighted-average shares outstanding – basic 19,101 21,056 Dilutive effect of equity awards — 392 Weighted-average shares outstanding – diluted 19,101 21,448 Net (loss) income per share: Basic $ (0.22 ) $ 0.61 Diluted $ (0.22 ) $ 0.60 |
Related Party (Tables)
Related Party (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounts Payables | |
Summary of Amounts Included in Restaurant Operating Costs and in Accounts Payables Related to Jacmar | The amounts included in accounts payables related to Jacmar consisted of the following (in thousands): March 31, 2020 December 31, 2019 Third party suppliers $ 25,434 $ 20,879 Jacmar 3,113 2,543 Total accounts payable $ 28,547 $ 23,422 |
Cost of Sales, Occupancy and Operating Costs | |
Summary of Amounts Included in Restaurant Operating Costs and in Accounts Payables Related to Jacmar | The cost of food, beverage, paper products and supplies provided by Jacmar included within restaurant operating costs consisted of the following (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Cost of sales: Third party suppliers $ 45,687 71.6 % $ 51,564 70.3 % Jacmar 18,119 28.4 21,762 29.7 Total cost of sales $ 63,806 100.0 % $ 73,326 100.0 % Occupancy and operating: Third party suppliers $ 59,056 96.4 % $ 59,164 96.1 % Jacmar 2,208 3.6 2,427 3.9 Total occupancy and operating $ 61,264 100.0 % $ 61,591 100.0 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation Recognized within Our Consolidated Financial Statements | The following table presents the stock-based compensation recognized within our consolidated financial statements (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Labor and benefits $ 629 $ 458 General and administrative $ 914 $ 1,626 Capitalized (1) $ 29 $ 78 (1) Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on the Consolidated Balance Sheets. |
Black-Scholes Option-Pricing Model, Weighted Average Assumptions Used to Estimate the Fair Value of Each Stock Option | The fair value of each stock option was estimated on the grant date using the Black‑Scholes option-pricing model with the following weighted average assumptions: For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Expected volatility 33.0 % 34.5 % Risk free interest rate 1.6 % 2.5 % Expected option life 5 years 5 years Dividend yield 1.5 % 1.5 % Fair value of options granted $ 10.48 $ 15.72 |
Stock Option Activity | The following table presents stock option activity: Options Outstanding Options Exercisable Shares (in thousands) Weighted Average Exercise Price Shares (in thousands) Weighted Average Exercise Price Outstanding at December 31, 2019 645 $ 41.09 340 $ 38.96 Granted 157 38.90 Exercised — — Forfeited — — Outstanding at March 31, 2020 802 $ 40.66 498 $ 39.88 |
Time-Vested Restricted Stock Units | |
Restricted Stock Unit Activity | The following table presents time-based restricted stock unit activity: Shares (in thousands) Weighted Average Fair Value Outstanding at December 31, 2019 509 $ 43.65 Granted 101 38.90 Released (85 ) 44.71 Forfeited (9 ) 49.25 Outstanding at March 31, 2020 516 $ 42.46 |
Performance Based Restricted Stock Units | |
Restricted Stock Unit Activity | The following table presents performance-based restricted stock unit activity: Shares (in thousands) Weighted Average Fair Value Outstanding at December 31, 2019 105 $ 41.42 Granted 42 38.90 Released (29 ) 35.95 Forfeited (9 ) 35.95 Outstanding at March 31, 2020 109 $ 42.39 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is the following (in thousands): For the Thirteen Weeks Ended March 31, 2020 April 2, 2019 Gross unrecognized tax benefits at beginning of year $ 1,345 $ 1,532 Increase for tax positions taken in prior years 148 — Decreases for tax positions taken in prior years — (7 ) Increases for tax positions taken in the current year 11 25 Gross unrecognized tax benefits at end of year $ 1,504 $ 1,550 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | May 05, 2020 | Mar. 31, 2020 | Apr. 02, 2019 |
Unusual Risk Or Uncertainty [Line Items] | |||
Borrowings on line of credit | $ 327,300,000 | $ 260,500,000 | |
Covid-19 Pandemic | |||
Unusual Risk Or Uncertainty [Line Items] | |||
Quarterly dividend payable date | Mar. 24, 2020 | ||
Covid-19 Pandemic | Subsequent Event | |||
Unusual Risk Or Uncertainty [Line Items] | |||
Proceeds from sale of common shares | $ 70,000,000 | ||
Borrowings on line of credit | 250,000,000 | ||
Covid-19 Pandemic | Subsequent Event | Minimum | |||
Unusual Risk Or Uncertainty [Line Items] | |||
Reduction in employees salaries | $ 100,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Gift cards breakage, redemption period | 24 months |
Gift Card Liability and Loyalty
Gift Card Liability and Loyalty Program Included in Accrued Expenses on Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Contract With Customer Asset And Liability [Abstract] | ||
Gift card liability | $ 13,789 | $ 19,106 |
Deferred loyalty revenue | $ 8,123 | $ 8,320 |
Revenue Recognized for Redempti
Revenue Recognized for Redemption of Gift Cards and Loyalty Rewards Deferred (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Disaggregation Of Revenue [Abstract] | ||
Revenue recognized from gift card liability | $ 7,620 | $ 7,605 |
Revenue recognized from customer loyalty program | $ 4,910 | $ 4,073 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Leases [Abstract] | ||
Lease cost | $ 13,850 | $ 13,240 |
Variable lease cost | 285 | 855 |
Total lease costs | $ 14,135 | $ 14,095 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Apr. 30, 2020 | Mar. 31, 2020 | Apr. 02, 2019 | Dec. 31, 2020 |
Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving loan commitments under loan agreement | $ 250,000,000 | |||
Loan agreement, expiration date | Nov. 18, 2021 | |||
Letters of credit outstanding amount | $ 18,100,000 | |||
Line of credit outstanding amount | 231,800,000 | |||
Available borrowings under credit facility | $ 100,000 | |||
Weighted average interest rate | 3.00% | |||
Interest expense and commitment fees | $ 1,500,000 | $ 1,100,000 | ||
Interest expense on line of credit | 50,000 | $ 70,000 | ||
Credit Facility | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Revolving loan commitments under loan agreement | $ 50,000,000 | |||
Amended Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Loan agreement, description | The Amended Credit Facility is secured by the Company’s assets and suspends the testing of the lease adjusted leverage ratio and the fixed charge coverage ratio until the fourth fiscal quarter ending December 29, 2020, at which time a modified lease adjusted leverage ratio and fixed charge ratio tests will resume. Additionally, through December 29, 2020, a monthly liquidity balance must be maintained, ranging from $50.5 million as of April 30, 2020, and decreasing to $15.5 million by the end of December 2020, including cash and cash equivalents and availability under the Line of Credit. | |||
Amended Credit Facility | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Loan agreement, initiation Date | Apr. 30, 2020 | |||
Amended Credit Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | one-month LIBOR plus 1.00% | |||
Maximum [Member] | Credit Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, adjustment to interest rate | 1.75% | |||
Maximum [Member] | Amended Credit Facility | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Monthly liquidity balance to be maintained | $ 50,500,000 | |||
Maximum [Member] | Amended Credit Facility | LIBOR | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, adjustment to interest rate | 2.75% | |||
Minimum | Credit Facility | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, adjustment to interest rate | 0.75% | |||
Minimum | Amended Credit Facility | Scenario Forecast | ||||
Line of Credit Facility [Line Items] | ||||
Monthly liquidity balance to be maintained | $ 15,500,000 | |||
Minimum | Amended Credit Facility | Base Rate | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, adjustment to interest rate | 1.75% |
Reconciliation of Basic and Dil
Reconciliation of Basic and Diluted Net (Loss) Income Per Share Computations and Number of Dilutive Equity Awards Included in Dilutive Net Income Per Share Computation (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (4,267) | $ 12,864 |
Weighted-average shares outstanding – basic | 19,101 | 21,056 |
Dilutive effect of equity awards | 392 | |
Weighted-average shares outstanding – diluted | 19,101 | 21,448 |
Net (loss) income per share: | ||
Basic | $ (0.22) | $ 0.61 |
Diluted | $ (0.22) | $ 0.60 |
Net (Loss) Income Per Share - A
Net (Loss) Income Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents excluded from calculation of diluted net income per share | 1.1 | 0.3 |
Related Party - Additional Info
Related Party - Additional Information (Detail) - Jacmar | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transaction [Line Items] | |
New agreement maturing date | 2020-06 |
Related party transaction new period agreement maturing description | The agreement expires in June 2020 and provides for automatic renewals for two successive one-year periods (effectively expiring June 2022), unless either party provides a non-renewal notice 90 days prior to the end of each year. |
Related Party - Related Party -
Related Party - Related Party - Summary of Amounts Included in Restaurant Operating Costs Related to Jacmar (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Apr. 02, 2019 | ||
Related Party Transaction [Line Items] | |||
Total cost of sales | [1] | $ 63,806 | $ 73,326 |
Total occupancy and operating | [1] | $ 61,264 | $ 61,591 |
Cost of sales | Supplier Concentration Risk | |||
Related Party Transaction [Line Items] | |||
Concentration percentage | 100.00% | 100.00% | |
Occupancy and operating | Supplier Concentration Risk | |||
Related Party Transaction [Line Items] | |||
Concentration percentage | 100.00% | 100.00% | |
Jacmar | |||
Related Party Transaction [Line Items] | |||
Total cost of sales | $ 18,119 | $ 21,762 | |
Total occupancy and operating | $ 2,208 | $ 2,427 | |
Jacmar | Cost of sales | Supplier Concentration Risk | |||
Related Party Transaction [Line Items] | |||
Concentration percentage | 28.40% | 29.70% | |
Jacmar | Occupancy and operating | Supplier Concentration Risk | |||
Related Party Transaction [Line Items] | |||
Concentration percentage | 3.60% | 3.90% | |
Third Party Suppliers | |||
Related Party Transaction [Line Items] | |||
Total cost of sales | $ 45,687 | $ 51,564 | |
Total occupancy and operating | $ 59,056 | $ 59,164 | |
Third Party Suppliers | Cost of sales | Supplier Concentration Risk | |||
Related Party Transaction [Line Items] | |||
Concentration percentage | 71.60% | 70.30% | |
Third Party Suppliers | Occupancy and operating | Supplier Concentration Risk | |||
Related Party Transaction [Line Items] | |||
Concentration percentage | 96.40% | 96.10% | |
[1] | Related party costs included in cost of sales are $18,119 and $21,762 for the thirteen weeks ended March 31, 2020 and April 2, 2019, respectively. Related party costs included in occupancy and operating are $2,208 and $2,427 for the thirteen weeks ended March 31, 2020 and April 2, 2019, respectively. See Note 6 for further information. |
Related Party - Summary of Amou
Related Party - Summary of Amounts Included in Accounts Payables Related to Jacmar (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Total accounts payable | [1] | $ 28,547 | $ 23,422 |
Third Party Suppliers | |||
Related Party Transaction [Line Items] | |||
Total accounts payable | 25,434 | 20,879 | |
Jacmar | |||
Related Party Transaction [Line Items] | |||
Total accounts payable | $ 3,113 | $ 2,543 | |
[1] | Included in accounts payable as of March 31, 2020 and December 31, 2019 is $3,113 and $2,543, respectively, of related party trade payables. See Note 6 for further information. |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Oct. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares charged to reserve per granted share | 1 | |
Share basis for number shares charged to reserve | 1 | |
Expiration term of stock options | 10 years | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares charged to reserve per granted share | 1.5 | |
Stock Options and Time-based RSUs [Member] | Vesting Period One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 1 year | |
Stock Options and Time-based RSUs [Member] | Vesting Period Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 3 years | |
Stock Options and Time-based RSUs [Member] | Vesting Period Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 5 years | |
Stock Options and Time-based RSUs [Member] | Cliff Vesting Third Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.00% | |
Stock Options and Time-based RSUs [Member] | Cliff Vesting Fifth Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 67.00% | |
Stock Options and Time-based RSUs [Member] | Cliff Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 5 years | |
Performance Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 2.2 | |
Unrecognized stock-based compensation expenses recognition period (in years) | 3 years | |
Performance Based Restricted Stock Units | Minimum | Cliff Vesting Third Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.00% | |
Performance Based Restricted Stock Units | Maximum | Cliff Vesting Third Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 150.00% | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 2.9 | |
Unrecognized stock-based compensation expenses recognition period (in years) | 5 years | |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 11.7 | |
Unrecognized stock-based compensation expenses recognition period (in years) | 5 years |
Stock-Based Compensation Recogn
Stock-Based Compensation Recognized within Our Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Apr. 02, 2019 | Apr. 02, 2019 | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Capitalized | $ 29 | [1] | $ 78 | $ 78 | [1] |
Labor and benefits | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation | 629 | 458 | |||
General and administrative | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation | $ 914 | $ 1,626 | |||
[1] | Capitalized stock-based compensation relates to our restaurant development personnel and is included in “Property and equipment, net” on the Consolidated Balance Sheets. |
Black-Scholes Option-Pricing Mo
Black-Scholes Option-Pricing Model, Weighted Average Assumptions Used to Estimate the Fair Value of Each Stock Option (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected volatility | 33.00% | 34.50% |
Risk free interest rate | 1.60% | 2.50% |
Expected option life | 5 years | 5 years |
Dividend yield | 1.50% | 1.50% |
Fair value of options granted | $ 10.48 | $ 15.72 |
Stock Option Activity (Detail)
Stock Option Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Options Outstanding, Shares | |
Outstanding, Beginning Balance | shares | 645 |
Granted | shares | 157 |
Outstanding, Ending Balance | shares | 802 |
Options Outstanding, Weighted Average Exercise Price | |
Outstanding, Beginning Balance | $ / shares | $ 41.09 |
Granted | $ / shares | 38.90 |
Outstanding, Ending Balance | $ / shares | $ 40.66 |
Options Exercisable, Shares | |
Options Exercisable Outstanding, Beginning Balance | shares | 340 |
Options Exercisable Outstanding, Ending Balance | shares | 498 |
Options Exercisable, Weighted Average Exercise Price | |
Options Exercisable, Beginning Balance | $ / shares | $ 38.96 |
Options Exercisable, Ending Balance | $ / shares | $ 39.88 |
Time-Based Restricted Stock Uni
Time-Based Restricted Stock Unit Activity (Detail) - Time-Based Restricted Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares Outstanding | |
Outstanding Beginning Balance, Shares | shares | 509 |
Granted, Shares | shares | 101 |
Released. Shares | shares | (85) |
Forfeited, Shares | shares | (9) |
Outstanding Ending Balance, Shares | shares | 516 |
Weighted Average Fair Value | |
Outstanding Beginning Balance, Weighted Average Fair Value | $ / shares | $ 43.65 |
Granted, Weighted Average Fair Value | $ / shares | 38.90 |
Released, Weighted Average Fair Value | $ / shares | 44.71 |
Forfeited, Weighted Average Fair Value | $ / shares | 49.25 |
Outstanding Ending Balance, Weighted Average Fair Value | $ / shares | $ 42.46 |
Performance-Based Restricted St
Performance-Based Restricted Stock Unit Activity (Detail) - Performance Based Restricted Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares Outstanding | |
Outstanding Beginning Balance, Shares | shares | 105 |
Granted, Shares | shares | 42 |
Released. Shares | shares | (29) |
Forfeited, Shares | shares | (9) |
Outstanding Ending Balance, Shares | shares | 109 |
Weighted Average Fair Value | |
Outstanding Beginning Balance, Weighted Average Fair Value | $ / shares | $ 41.42 |
Granted, Weighted Average Fair Value | $ / shares | 38.90 |
Released, Weighted Average Fair Value | $ / shares | 35.95 |
Forfeited, Weighted Average Fair Value | $ / shares | 35.95 |
Outstanding Ending Balance, Weighted Average Fair Value | $ / shares | $ 42.39 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Apr. 02, 2019 | Jan. 01, 2019 | |
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items] | ||||
Income tax (benefit) rate | 60.80% | |||
Corporate marginal tax rate | 21.00% | 35.00% | ||
Increase (decrease) in effective tax rate | 14 | |||
Prior year tax rate | 35.00% | |||
Unrecognized tax benefits | $ 1,504 | $ 1,345 | $ 1,550 | $ 1,532 |
Unrecognized tax benefits that would impact effective tax rate, if reversed | $ 1,000 | |||
Federal | Earliest Tax Year | ||||
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items] | ||||
Income tax examination, years open | 2015 | |||
State or Local Taxing Jurisdiction | Earliest Tax Year | ||||
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items] | ||||
Income tax examination, years open | 2015 |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at beginning of year | $ 1,345 | $ 1,532 |
Increase for tax positions taken in prior years | 148 | |
Decreases for tax positions taken in prior years | (7) | |
Increases for tax positions taken in the current year | 11 | 25 |
Gross unrecognized tax benefits at end of year | $ 1,504 | $ 1,550 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Apr. 02, 2019 | |
Equity [Abstract] | ||
Number of shares repurchased during the period | 0.5 | |
Repurchased average price per share | $ 30.33 | |
Shares repurchased, value | $ 15,014 | $ 11,894 |
Common stock remaining under the share repurchase plan | 24,400 | |
Current amount authorized under the share repurchase plan | $ 500,000 | |
Dividend per share declared cancelled | $ 0.13 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Private Placement - USD ($) $ / shares in Units, $ in Millions | May 05, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
Stock transaction, Description | On May 5, 2020, we completed the sale of $70 million of our common stock to certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser, and to Act III Holdings, LLC (“Act III,” and collectively “the investors”). The investors purchased a total of 3,500,000 shares of BJ’s Restaurants common stock for $20.00 per share in a private placement under Section 4(2) of the Securities Act of 1933, as amended. The Company also issued a five year warrant to purchase 875,000 shares of our common stock with an exercise price of $27.00 per share to Act III. In addition, Act III was granted the right to nominate one director to the Company’s board of directors for so long as it satisfies certain ownership thresholds. | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Issuance of common stock | $ 70 | |
Sale of share of common stock | 3,500,000 | |
Common stock purchase price | $ 20 | |
Term of warrants | 5 years | |
Number of shares issuable on exercise of warrants | 875,000 | |
Warrants purchase price | $ 27 |