Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 28, 2020 | Aug. 10, 2020 | |
Document and entity information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 28, 2020 | |
Entity File Number | 001-39053 | |
Entity Registrant Name | BBQ HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 83-4222776 | |
Entity Address, Address Line One | 12701 Whitewater Drive, Suite 290 | |
Entity Address, City or Town | Minnetonka | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55343 | |
City Area Code | 952 | |
Local Phone Number | 294-1300 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | BBQ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 9,282,105 | |
Current Fiscal Year End Date | --01-03 | |
Document Fiscal Year Focus | 2020 | |
Document Period Focus | Q2 | |
Entity Central Index Key | 0001021270 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 19,919 | $ 5,325 |
Restricted cash | 758 | 761 |
Accounts receivable, net of allowance for doubtful accounts of $137,000 and $132,000, respectively | 4,619 | 4,379 |
Inventories | 2,596 | 1,346 |
Prepaid income taxes and income taxes receivable | 285 | 264 |
Prepaid expenses and other current assets | 1,503 | 1,356 |
Assets held for sale | 3,911 | 2,842 |
Total current assets | 33,591 | 16,273 |
Property, equipment and leasehold improvements, net | 33,645 | 19,756 |
Other assets: | ||
Operating lease right-of-use assets | 66,540 | 25,962 |
Goodwill | 651 | 640 |
Intangible assets, net | 10,231 | 2,213 |
Deferred tax asset, net | 4,061 | 6,646 |
Other assets | 1,670 | 1,591 |
Total assets | 150,389 | 73,081 |
Current liabilities: | ||
Accounts payable | 6,259 | 3,967 |
Current portion of lease liabilities | 6,068 | 4,230 |
Current portion of long-term debt | 8,854 | 616 |
Accrued compensation and benefits | 2,341 | 2,694 |
Other current liabilities | 8,798 | 4,975 |
Total current liabilities | 32,320 | 16,482 |
Long-term liabilities: | ||
Lease liabilities, less current portion | 67,598 | 26,957 |
Long-term debt, less current portion | 20,037 | 6,258 |
Other liabilities | 1,300 | 1,610 |
Total liabilities | 121,255 | 51,307 |
Shareholders' equity: | ||
Common stock, $.01 par value, 100,000 shares authorized, 9,282 and 9,272 shares issued and outstanding at June 28, 2020 and December 29, 2019, respectively | 93 | 93 |
Additional paid-in capital | 8,104 | 7,856 |
Retained earnings | 21,878 | 14,423 |
Total shareholders' equity | 30,075 | 22,372 |
Non-controlling interest | (941) | (598) |
Total equity | 29,134 | 21,774 |
Total liabilities and shareholders' equity | $ 150,389 | $ 73,081 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Accounts receivable, Allowance for doubtful accounts | $ 137 | $ 132 |
Common stock, Par value | $ 0.01 | $ 0.01 |
Common stock, Shares authorized | 100,000 | 100,000 |
Common stock, Shares issued | 9,282 | 9,272 |
Common stock, Shares outstanding | 9,282 | 9,272 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Revenue | $ 27,079 | $ 21,128 | $ 50,549 | $ 35,321 |
Costs and expenses: | ||||
Food and beverage costs | 7,717 | 5,325 | 14,471 | 8,685 |
Labor and benefits costs | 8,066 | 5,819 | 15,787 | 9,776 |
Operating expenses | 8,421 | 5,187 | 14,662 | 8,356 |
Depreciation and amortization expenses | 1,378 | 515 | 2,423 | 779 |
General and administrative expenses | 3,803 | 2,377 | 6,835 | 4,894 |
National advertising fund expenses | 242 | 471 | 524 | 880 |
Asset impairment, estimated lease termination charges and other closing costs, net | 4,779 | 97 | 4,952 | 504 |
Pre-opening expenses | 2 | 27 | ||
Gain on disposal of property, net | (100) | (140) | (577) | (146) |
Total costs and expenses | 34,308 | 19,651 | 59,104 | 33,728 |
(Loss) income from operations | (7,229) | 1,477 | (8,555) | 1,593 |
Other income (expense): | ||||
Interest expense | (330) | (288) | (540) | (359) |
Interest income | 152 | 33 | 286 | 87 |
Gain on bargain purchase | (689) | |||
Gain on bargain purchase | 13,675 | |||
Total other (expense) income | (867) | (255) | 13,421 | (272) |
(Loss) income before income taxes | (8,096) | 1,222 | 4,866 | 1,321 |
Income tax benefit (expense) | 1,897 | (182) | 2,246 | (199) |
Net (loss) income | (6,199) | 1,040 | 7,112 | 1,122 |
Net (income) loss attributable to non-controlling interest | (53) | 343 | ||
Net (loss) income attributable to shareholders | $ (6,252) | $ 1,040 | $ 7,455 | $ 1,122 |
Basic net (loss) income per share attributable to shareholders | $ (0.68) | $ 0.11 | $ 0.82 | $ 0.12 |
Diluted net (loss) income per share attributable to shareholders | $ (0.68) | $ 0.11 | $ 0.82 | $ 0.12 |
Weighted average shares outstanding - basic | 9,138 | 9,093 | 9,132 | 9,089 |
Weighted average shares outstanding - diluted | 9,138 | 9,278 | 9,132 | 9,191 |
Restaurant sales, net | ||||
Revenue: | ||||
Revenue | $ 24,306 | $ 16,898 | $ 44,624 | $ 27,212 |
Franchise royalty and fee revenue | ||||
Revenue: | ||||
Revenue | 1,951 | 3,447 | 4,475 | 6,651 |
Franchisee national advertising fund contributions | ||||
Revenue: | ||||
Revenue | 242 | 471 | 524 | 880 |
Licensing and other revenue | ||||
Revenue: | ||||
Revenue | $ 580 | $ 312 | $ 926 | $ 578 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 6 months ended Jun. 28, 2020 - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Shareholders' Equity | Non-controlling Interest | Total |
Balance (in shares) at Dec. 29, 2019 | 9,272 | |||||
Balance at Dec. 29, 2019 | $ 93 | $ 7,856 | $ 14,423 | $ 22,372 | $ (598) | $ 21,774 |
Issue of restricted common stock (in shares) | 10 | |||||
Issue of restricted common stock | $ 0 | 0 | 0 | |||
Stock-based compensation | 248 | 248 | 248 | |||
Net income (loss) | 7,455 | 7,455 | (343) | 7,112 | ||
Balance (in shares) at Jun. 28, 2020 | 9,282 | |||||
Balance at Jun. 28, 2020 | $ 93 | $ 8,104 | $ 21,878 | $ 30,075 | $ (941) | $ 29,134 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 7,112 | $ 1,122 |
Adjustments to reconcile net income to cash flows provided by operations: | ||
Depreciation and amortization | 2,423 | 779 |
Stock-based compensation | 248 | 223 |
Net gain on disposal | (577) | (146) |
Asset impairment, estimated lease termination charges and other closing costs, net | 4,710 | 469 |
Gain on bargain purchase | (13,675) | |
Deferred income taxes | (2,295) | (6) |
Other non-cash items | 547 | 43 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (240) | (422) |
Other assets | (1,991) | (411) |
Accounts payable | 2,292 | 321 |
Accrued and other liabilities | 964 | 481 |
Cash flows (used for) provided by operating activities | (482) | 2,453 |
Cash flows from investing activities: | ||
Proceeds from the sale of assets | 6 | |
Purchases of property, equipment and leasehold improvements | (2,000) | (1,242) |
Payments for acquired restaurants | (4,952) | (4,265) |
Advances on notes receivable | (150) | |
Payments received on note receivable | 12 | 8 |
Cash flows used for investing activities | (6,940) | (5,643) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 22,058 | |
Payments for debt issuance costs | (45) | (54) |
Payments on long-term debt | (176) | |
Cash provided by (used for) financing activities | 22,013 | (230) |
Increase (decrease) in cash, cash equivalents and restricted cash | 14,591 | (3,420) |
Cash, cash equivalents and restricted cash, beginning of period | 6,086 | 12,440 |
Cash, cash equivalents and restricted cash, end of period | 20,677 | 9,020 |
Supplemental Disclosures | ||
Cash paid for interest, net | 47 | 262 |
Non-cash investing and financing activities: | ||
(Decrease) Increase in accrued property and equipment purchases | $ (35) | |
Gift card liability assumed pursuant to acquisitions | $ 3,968 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 28, 2020 | |
Basis of Presentation | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | (1) Basis of Presentation Basis of Presentation On September 17, 2019 a holding company reorganization was completed in which Famous Dave’s of America, Inc. (“FDA”) became a wholly owned subsidiary of the new parent holding company named BBQ Holdings, Inc. (“BBQ Holdings”). As used in this Form 10-Q, “Company”, “we” and “our” refer to BBQ Holdings and its wholly owned subsidiaries. BBQ Holdings was incorporated on March 29, 2019 under the laws of the State of Minnesota, while FDA was incorporated in Minnesota on March 14, 1994. The Company develops, owns and operates restaurants under the name “Famous Dave’s”, “Clark Crew BBQ”, “Granite City Food & Brewery” and “Real Urban Barbecue.” Additionally, the Company franchises restaurants under the name “Famous Dave’s”. As of June 28, 2020, there were 124 Famous Dave’s restaurants operating in 31 states, Canada, and the United Arab Emirates, including 30 Company-owned restaurants and 94 franchise-operated restaurants. The first Clark Crew BBQ restaurant opened in December 2019 in Oklahoma City, Oklahoma. On March 9, 2020, the Company purchased 18 Granite City Food & Brewery restaurants (“Granite City Acquisition”) in connection with a Chapter 11 bankruptcy filing. On March 16, 2020, the Company purchased one Real Urban Barbecue restaurant located in Vernon Hills, Illinois. These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Securities and Exchange Commission (“SEC”) Rules and Regulations. The information furnished in these condensed consolidated financial statements include normal recurring adjustments and reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited financial statements represent the condensed consolidated financial statements of the Company and its subsidiaries as of June 28, 2020 and December 29, 2019, and for the three and six months ended June 28, 2020 and June 30, 2019. The results for the three and six months ended June 28, 2020 are not necessarily indicative of the results to be expected for the full fiscal year or any other interim period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in BBQ Holding, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019 as filed with the SEC on March 27, 2020. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic and the United States declared a National Public Health Emergency. As a result, public health measures were taken to minimize exposure to the virus. These measures, some of which are government-mandated, have been implemented globally resulting in a dramatic decrease in economic activity. “Stay-at-home” orders with the exception of conducting certain essential functions, quarantines, travel restrictions and other governmental restrictions to reduce the spread of COVID-19 have had an adverse impact on the Company’s business. In some areas, these restrictions have discouraged or precluded even carry-out orders. Further, the COVID-19 pandemic has precipitated significant job losses and a national economic downturn that typically impacts the demand for restaurant food service. From mid-March through April, all of the Company's restaurants operated on a take-away, mobile pick-up and delivery basis only in order to protect its employees and customers from the spread of the COVID-19 pandemic and to comply with the government mandates. Beginning in May, the Company gradually began opening its restaurants for dine-in at 25% to 50% capacity pursuant to the regulations of the jurisdictions in which the Company operates. By mid-June, all but one Company-owned restaurant operated under limited-capacity in-store dining. The Company cannot predict how long the COVID-19 pandemic will last or whether it will reoccur, what additional restrictions may be enacted, to what extent it can maintain off-premise sales volumes or if individuals will be comfortable returning to its dining rooms during or following social distancing protocols, and what long-lasting effects the COVID-19 pandemic may have on the restaurants industry as a whole. The extent of the reopening process, along with the potential impact of the COVID-19 pandemic on consumer spending behavior, which may be a function of continued concerns over safety and/or depressed consumer sentiment due to adverse economic conditions, including job losses, will determine the significance of the impact to the Company’s operating results and financial position. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is continually evaluating the impact of this global crisis on its financial condition, liquidity, operations, suppliers, industry, and workforce and will take additional actions as necessary. Management has delayed making certain rent payments on its leased properties and continues to negotiate with its landlords. The Company deferred the March through June royalties due from their franchisees and offered a discount on deferred payments remitted prior to June 30, 2020. On April 30, 2020, two of the Company’s wholly-owned operating subsidiaries received funding in connection with “Small Business Loans” under the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief and Economic Security Act, as amended from time to time (the “Paycheck Protection Program”). Pursuant to the terms of the Business Loan Agreements and Promissory Notes the Company borrowed approximately $13.0 million in the aggregate. Subsequently, two of the Company’s subsidiaries borrowed approximately $921,000 in the aggregate under the above referenced program in May 2020 (see Note 8). The Company was very fortunate to be able to utilize the program for each of its subsidiaries. As a nano-cap public restaurant organization, the Company’s access to capital differs greatly from its larger competitors. The Company requires these funds to retain, recall, and pay its loyal employees. The Covid-19 pandemic led to a government-required shut down of dining rooms, and with the Paycheck Protection Program funds, the Company has been able to continue serving its neighbors in the communities the Company cares about so much. While each state mandates the extent of government restrictions, those restrictions continue to suppress revenues at each of the Company’s stores, thus inhibiting the Company’s ability to build upon its cash position. Should government restrictions increase, the Company’s cash position could be further diminished. After a thorough review and consultation, pursuant to the guidance provided by Small Business Administration, the Company was able to certify with a high level of confidence that it met the requirements of the loans. The Company continues to monitor the economic impact of the COVID-19 pandemic, as well as mitigating emergency assistance programs, such as the Coronavirus Aid, Relief, and Economic Security Act, on it, its customers, and its vendors. Remote work arrangements have been established for the Company’s employees to the extent possible in order to maintain financial reporting systems. The duration of the disruption on global, national, and local economies cannot be reasonably estimated at this time. Due to the rapid development and fluidity of this situation, the Company cannot determine the ultimate impact that the COVID-19 pandemic will have on the Company’s consolidated financial condition, liquidity, and future results of operations, and therefore any prediction as to the ultimate material adverse impact on the Company’s consolidated financial condition, liquidity, and future results of operations is uncertain. Reclassifications Certain prior period amounts have been reclassified to conform to the current period’s presentation. These reclassifications did not have an impact on the reported net income for any of the periods presented. Income Taxes The Company maintains a federal deferred tax asset (“DTA”) in the amount of $4.1 million and $6.6 million as of June 29, 2020 and December 29, 2019, respectively. The primary cause of the change in the balance was due to the tax effect on the bargain purchase gain related to the Granite City Acquisition March 2020. The Company evaluates the DTA on a quarterly basis to determine whether current facts and circumstances indicate that the DTA may not be fully realizable. As of June 28, 2020, the Company concluded that the DTA is fully realizable and that no further valuation allowance was necessary; however, the Company will continue to evaluate the DTA on a quarterly basis until the DTA has been fully utilized. The following table presents the Company’s effective tax rates for the periods presented: Three Months Ended Six Months Ended June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Effective tax rate (23.4) % 14.9 % (46.2) % 15.1 % The Company provides for income taxes based on its estimate of federal and state income tax liabilities. These estimates include, among other items, effective rates for state and local income taxes, allowable tax credits for items such as taxes paid on reported tip income, estimates related to depreciation and amortization expense allowable for tax purposes, and the tax deductibility of certain other items. The Company’s estimates are based on the information available at the time that the Company prepares the income tax provision. The Company generally files its annual income tax returns several months after its fiscal year-end. Income tax returns are subject to audit by federal, state, and local governments, generally years after the tax returns are filed. These returns could be subject to material adjustments due to differing interpretations of the tax laws. Cash and cash equivalents On May 14, 2020, the Company invested $3.5 million in a certificate of deposit (CD) through Choice Bank. The interest rate on this CD is 3.0% with an annual percentage yield of 3.04%. Interest is compounded every 30 days and the CD automatically renews monthly. This balance is included with cash and cash equivalents on the Company’s balance sheet. Restricted cash and marketing fund The Company has a system-wide Marketing Development Fund, to which most Company-owned restaurants, in addition to the majority of franchise-operated restaurants, contribute a percentage of net sales, currently for use in public relations and marketing development efforts. The funds held in this account are used in part to reimburse the Company for its marketing and digital services activities on behalf of the Famous Dave’s brand. The Company also receives funds from its suppliers to be used exclusively for manager conferences and point-of-sale equipment purchases for its own stores as well as its franchisees. As the assets held by these funds are considered to be restricted, the Company reflects the cash related to these funds within restricted cash and reflect the liability within accrued expenses on its condensed consolidated balance sheets. The Company had approximately $758,000 and $761,000 in these funds as of June 28, 2020 and December 29, 2019, respectively. Assets Held for Sale As of June 28, 2020, the Company had assets held for sale of approximately $3.9 million related to two owned properties for which it has entered into agreements to sell. The contract purchase price for the two properties is $6.1 million in the aggregate. Impairment of Assets Management reviews property and equipment, including leasehold improvements for impairment when events or circumstances indicate these assets might be impaired pursuant to the FASB accounting guidance on impairment or disposal of long-lived assets. The Company’s management considers such factors as the Company’s history of losses and the disruptions in the overall economy in preparing an analysis of its property, including leasehold improvements, to determine if events or circumstances have caused these assets to be impaired. Management bases this assessment upon the carrying value versus the fair market value of the asset and whether or not that difference is recoverable. Such assessment is performed on a restaurant-by-restaurant basis and includes other relevant facts and circumstances including the physical condition of the asset. If management determines the carrying value of the restaurant assets exceeds the projected future undiscounted cash flows, an impairment charge would be recorded to reduce the carrying value of the restaurant assets to their fair value. In the first half of fiscal 2020, the financial performance of the Company’s restaurants in Grand Junction, Colorado, Colorado Springs, Colorado, Madison, Wisconsin and Westbury, New York, including a history of negative cash flow as well as decreases in comparable restaurant sales, caused the Company to record impairment losses. The recorded impairment losses of the carrying value of each restaurant’s assets consisted of the following: Location FF&E ROU Asset Total (dollars in thousands) Westbury, NY $ 948 $ - $ 948 Colorado Springs, CO 462 97 559 Grand Junction, CO 1,032 1,187 2,219 Madison, WI 164 820 984 $ 2,606 $ 2,104 $ 4,710 C Net income per common share Basic net income per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted EPS equals net income divided by the sum of the weighted average number of shares of common stock outstanding plus all additional common stock equivalents, such as stock options and restricted stock units, when dilutive. Three Months Ended Six Months Ended (in thousands, except per share data) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Net (loss) income per share – basic: Net (loss) income attributable to shareholders $ (6,252) $ 1,040 $ 7,455 $ 1,122 Weighted average shares outstanding - basic 9,138 9,093 9,132 9,089 Basic net (loss) income per share attributable to shareholders $ (0.68) $ 0.11 $ 0.82 $ 0.12 Net (loss) income per share – diluted: Net (loss) income attributable to shareholders $ (6,252) $ 1,040 $ 7,455 $ 1,122 Weighted average shares outstanding - diluted 9,138 9,278 9,132 9,191 Diluted net (loss) income per share attributable to shareholders $ (0.68) $ 0.11 $ 0.82 $ 0.12 There were approximately 299,617 stock options as of June 28, 2020 that were not included in the computation of diluted EPS because they were anti-dilutive. |
RESTAURANT ACQUISITIONS
RESTAURANT ACQUISITIONS | 6 Months Ended |
Jun. 28, 2020 | |
Restaurant Acquisitions | |
Restaurant Acquisitions | (2) Restaurant Acquisitions On March 16, 2020, the Company completed the acquisition of the assets and operations of a Real Urban Barbeque restaurant in Vernon Hills, Illinois from Real Urban Barbeque VH LLC. The contract purchase price of the restaurant was approximately $45,000 , exclusive of closing costs plus the assumption of the lease, gift card and certain other liabilities. The assets acquired and the liabilities assumed were considered to be immaterial and were provisionally recorded at estimated fair values based on information available, including an ROU asset and offsetting liability of approximately $714,000 . On February 11, 2020, the Company entered into an Asset Purchase Agreement with Granite City Food & Brewery Ltd. (“Granite City”) to acquire certain assets associated with Granite City restaurants in connection with the Chapter 11 filing of Granite City. The Granite City Acquisition was approved by the Bankruptcy Court at a hearing on February 21, 2020. The purchase price for the assets purchased was $3,650,000 plus certain assumed liabilities including gift card liability and cure costs. On March 9, 2020, the Company closed the Granite City Acquisition with cash on hand and borrowing under its existing loan agreement with Choice Bank. The Granite City Acquisition was accounted for using the purchase method of accounting in accordance with ASC 805 “Business Combinations” and, accordingly, the condensed consolidated statements of operations include the results of these operations from the date of acquisition. The assets acquired and the liabilities assumed were provisionally recorded at estimated fair values based on information available as of the end of the second quarter of fiscal 2020. The following table presents the provisional allocation of assets acquired and liabilities assumed for the Granite City Acquisition: (in thousands) Assets acquired: Cash and cash equivalents $ 128 Inventory 980 Property, plant, equipment and leasehold improvements, net 17,818 Lease right-of-use asset, net of unfavorable lease value 50,968 Identifiable intangible assets, net 8,329 Total identifiable assets acquired 78,223 Liabilities assumed: Gift card liability (3,923) Lease liability (50,968) Deferred tax liability (4,752) Net assets acquired 18,580 Gain on bargain purchase 13,675 Total cash consideration $ 4,905 Unaudited pro forma results of operations for the three and six months ended June 28, 2020 and June 30, 2019, as if the Company had acquired the Granite City operations at the beginning of each period presented is as follows. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. Three Months Ended Six Months Ended June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 (in thousands) Pro forma revenues $ 27,079 $ 39,913 $ 62,953 $ 71,530 Pro forma net income attributable to shareholders $ (6,252) $ 2,380 $ 7,350 $ 2,771 Basic pro forma net income per share attributable to shareholders $ (0.68) $ 0.26 $ 0.80 $ 0.30 Diluted pro forma net income per share attributable to shareholders $ (0.68) $ 0.26 $ 0.80 $ 0.30 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 28, 2020 | |
Deferred Costs, Capitalized, Prepaid, And Other Assets Disclosure | |
Prepaid Expenses and Other Current Assets [Text Block] | (3) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at: (in thousands) June 28, 2020 December 29, 2019 Prepaid expenses and deferred costs $ 788 $ 405 Prepaid insurance 715 951 Prepaid expenses and other assets $ 1,503 $ 1,356 |
PROPERTY, EQUIPMENT, AND LEASEH
PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET | 6 Months Ended |
Jun. 28, 2020 | |
Property, Equipment, And Leasehold Improvements, Net | |
Property, Equipment, And Leasehold Improvements, Net | (4) Property, Equipment and Leasehold Improvements, net The increase in property, equipment and leasehold improvements was primarily due to the Granite City Acquisition described in Note 2, offset in part by the impairment write down of assets as described in Note 1. Property, equipment and leasehold improvements, net, consisted of the following: (in thousands) June 28, 2020 December 29, 2019 Land, buildings, and improvements $ 32,029 $ 28,185 Furniture, fixtures, equipment and software 28,586 17,880 Décor 533 584 Construction in progress 543 483 Accumulated depreciation and amortization (28,046) (27,376) Property, equipment and leasehold improvements, net $ 33,645 $ 19,756 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 28, 2020 | |
Intangible Assets, net | |
Intangible Assets, net | (5) Intangible Assets, net The Company has intangible assets that consist of liquor licenses, database, trademarks and patents, and reacquired franchise rights, net. The liquor licenses and trademarks/logos are indefinite-lived assets and are not subject to amortization. Reacquired franchise rights are amortized to depreciation and amortization expense on a straight-line basis over the remaining life of the reacquired franchise agreement. The database is amortized over three years. The increase in intangible assets was due to the Granite City Acquisition described in Note 2. Intangible assets consisted of the following: (in thousands) June 28, 2020 December 29, 2019 Reacquired franchise rights, net 1,471 1,788 Goodwill 651 640 Liquor licenses 868 425 Trademark/Logos/Patents 7,688 - Database 204 - Intangible assets, net $ 10,882 $ 2,853 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 28, 2020 | |
Other Current Liabilities | |
Other Current Liabilities | (6) Other Current Liabilities Other current liabilities consisted of the following at: (in thousands) June 28, 2020 December 29, 2019 Gift cards payable $ 5,800 $ 2,360 Accrued expenses 1,697 1,874 Asset retirement obligations and lease reserves 6 6 Sales tax payable 1,143 584 Deferred franchise fees 152 151 Other current liabilities $ 8,798 $ 4,975 |
OTHER LIABILITIES
OTHER LIABILITIES | 6 Months Ended |
Jun. 28, 2020 | |
Other Liabilities | |
Other Liabilities | (7) Other Liabilities Other liabilities consisted of the following at: (in thousands) June 28, 2020 December 29, 2019 Deferred rent $ 172 $ — Deferred franchise fees 783 1,165 Miscellaneous other liabilities 121 216 Asset retirement obligations 3 3 Accrual for uncertain tax position 6 6 Long-term deferred compensation 215 220 Other liabilities $ 1,300 $ 1,610 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 28, 2020 | |
Long-term Debt | |
Long-term Debt and Financing Lease Obligations | (8) Long-Term Debt On June 20, 2019, the Company entered into a Loan Agreement among the Company and Choice Financial Group. The Loan Agreement provides for a term loan in the principal amount of up to $24.0 million and is evidenced by a promissory note. The note has a maturity date of June 20, 2025. The first year of the note provided for payments of interest only, with the remaining five years requiring payments of interest and principal based on a 60 month amortization period. Interest shall be payable in an amount equal to the Wall Street Journal Prime Rate, but in no circumstances shall the rate of interest be less than 5.00%. The Note may be prepaid, partially or in full, at any time and for no prepayment penalty. The Company is subject to various financial and non-financial covenants on this debt, including a debt-service coverage ratio. As of June 28, 2020, the Company was compliant with all of its covenants. On April 30, 2020, FDA and Granite City, Inc. (“GC”), wholly-owned operating subsidiaries of the Company received funding of approximately $7.2 million and $5.8 million, respectively, in connection with “Small Business Loans” under the Paycheck Protection Program. Subsequently, BBQ Ventures, Inc. (“Real Urban Barbeque”) and Mercury BBQ C (“Clark Crew BBQ”) received funding of approximately $121,000 and $800,000, respectively, under the above referenced program on May 6, 2020 and May 8, 2020, respectively. These amounts were borrowed pursuant to the terms of the Promissory Notes by FDA, GC, Real Urban Barbeque and Clark Crew BBQ (“PPP Loans”), in favor of Choice Financial Group, a bank operating out of the state of North Dakota. The Company was very fortunate to be able to utilize the program for each of its subsidiaries. As a nano-cap public restaurant organization, the Company’s access to capital differs greatly from its larger competitors. The Company requires these funds to retain, recall, and pay its loyal employees. The Covid-19 pandemic led to a government-required shut down of dining rooms, and with the Paycheck Protection Program funds, the Company has been able to continue serving its neighbors in the communities the Company cares about so much. While each state mandates the extent of government restrictions, those restrictions continue to suppress revenues at each of the Company’s stores, thus inhibiting the Company’s ability to build upon its cash position. Should government restrictions increase, the Company’s cash position could be further diminished. After a thorough review and consultation, pursuant to the guidance provided by Small Business Administration, the Company was able to certify with a high level of confidence that it met the requirements of the loans. The PPP Loans bear interest at 1% per annum and mature in two years from the date of disbursement of funds under the PPP Loans respectively. Interest and principal payments under the PPP Loans will be deferred for a period of six months. Under certain circumstances, all or a portion of the PPP Loans may be forgiven, however, there can be no assurance that any portion of the PPP Loans will be forgiven and that FDA, GC, Real Urban Barbeque or Clark Crew BBQ would not be required to repay the PPP Loans in full. The PPP Loans contain certain covenants which, among other things, restrict the borrower’s use of the proceeds of the PPP Loans to the payment of payroll costs, interest on mortgage obligations, rent obligations and utility expenses, require compliance with all other loans or other agreements with any creditor of the borrower, to the extent that a default under any loan or other agreement would materially affect the borrower’s ability to repay the PPP Loans and limit the ability of the borrower to make certain changes to its ownership structure. Debt outstanding under the above referenced promissory notes consisted of the following as of the periods presented: (in thousands) June 28, 2020 December 29, 2019 Term Loan $ 15,025 $ 6,924 PPP Loans 13,957 — Less: deferred financing costs (91) (50) Less: current portion of long-term debt (8,854) (616) Long-term debt, less current portion $ 20,037 $ 6,258 |
LEASES
LEASES | 6 Months Ended |
Jun. 28, 2020 | |
Leases | |
Lessee Operating And Finance Leases [Text Block] | (9) Leases The Company leases the property for its corporate headquarters, most of its Company-owned stores, and certain office and restaurant equipment. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in its consolidated balance sheets. During the second quarter of 2020, the Company negotiated rent concession with several of its landlords due to the economic disruption to its business during the COVID-19 pandemic. The company accounted for these lease concessions related to the effects of the COVID-19 pandemic in accordance with the lease modification accounting guidance in Topic 842, Leases. Pursuant to such guidance, the Company remeasured the modified leases using the revised terms as of the modification dates. Adjustments were made to reflect the remeasured liability with the offset to the ROU asset. Lease expense for lease payments is recognized on a straight-line basis over the lease term and is included in operating expenses and general and administrative expenses on the statement of operations. The components of lease expense for the period presented is as follows: Six Months Ended Six Months Ended (in thousands) June 28, 2020 June 30, 2019 Operating lease cost $ 3,948 $ 1,564 Short-term lease cost 137 40 Variable lease cost 194 49 Sublease income - (138) Total lease cost $ 4,279 $ 1,515 Supplemental cash flow information related to leases for the period presented is as follows: Six Months Ended Six Months Ended (in thousands) June 28, 2020 June 28, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,774 $ 1,721 Right-of-use assets obtained in exchange for new operating lease liabilities 51,682 14,340 Weighted-average remaining lease term of operating leases (in years) 11 9.74 Weighted-average discount rate of operating leases 5.24 % 5.62 % |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 28, 2020 | |
Revenue Recognition | |
Revenue Recognition | (10) Revenue Recognition Deferred revenue liabilities consist primarily of franchise fees which are recognized straight-line over the life of the agreements, and area development fees which are deferred until a new restaurant is opened pursuant to the agreement. The following table illustrates estimated revenues expected to be recognized in the future related to unsatisfied performance obligations as of June 28, 2020: (in thousands) Fiscal Year 2020 $ 53 2021 103 2022 102 2023 99 2024 92 Thereafter 485 Total $ 934 The following table reflects the change in contract liabilities between June 28, 2020 and December 29, 2019: (in thousands) Balance, December 29, 2019 $ 1,318 Revenue recognized (384) Balance, June 28, 2020 $ 934 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 28, 2020 | |
Stock-based Compensation | |
Stock-Based Compensation | (11) Stock-based Compensation Effective May 5, 2015, the Company adopted the 2015 Equity Plan (the “2015 Plan”), pursuant to which it may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and other stock and cash awards to eligible participants. At the Company’s annual meeting of shareholders held in June 2020, its shareholders approved the amendment to the 2015 Plan to increase the number of common stock reserved for issuance from 1,000,000 to 1,500,000. The Company also maintains an Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”). The 2005 Plan prohibits the granting of options pursuant to the 2005 plan after May 12, 2015, the tenth anniversary of the date the 2005 Plan was approved by the Company’s shareholders. Nonetheless, the 2005 Plan will remain in effect until all outstanding incentives granted thereunder have either been satisfied or terminated. As of June 28, 2020, there were 501,777 shares available for grant pursuant to the 2015 Plan. Stock options granted to employees and directors generally vest over two The Company utilizes the Black-Scholes option pricing model when determining the compensation cost associated with stock options issued using the following significant assumptions: ● Stock price – Published trading market values of the Company’s common stock as of the date of grant. ● Exercise price – The stated exercise price of the stock option. ● Expected life – The simplified method as outlined in ASC 718. ● Expected dividend – The rate of dividends that the Company expects to pay over the term of the stock option. ● Volatility – Actual volatility over the most recent historical period equivalent to the expected life of the option. ● Risk-free interest rate – The daily United States Treasury yield curve rate. The Company recognized stock-based compensation expense in its consolidated statements of operations for the three and six months ended June 28, 2020 and June 30, 2019, respectively, as follows: Three Months Ended Six Months Ended (in thousands) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Stock options $ 44 $ 81 $ 125 $ 141 Restricted stock 67 59 123 82 $ 111 $ 140 $ 248 $ 223 Information regarding the Company’s stock options is summarized below: Weighted Average Remaining Number of Weighted Average Contractual (number of options in thousands) Options Exercise Price Life in Years Options outstanding at December 29, 2019 452 $ 6.71 Granted 230 3.85 Forfeited or expired (44) 5.80 Options outstanding at June 28, 2020 638 $ 5.74 6.3 Information regarding the Company’s restricted stock is summarized below: Weighted Average Remaining Number of Weighted Average Contractual (number of awards in thousands) Awards Award Date Fair Value Life in Years Unvested at December 29, 2019 143 $ 5.00 Granted 10 3.40 Vested (25) 4.84 Unvested at June 28, 2020 128 $ 4.91 2.7 Six Months Ended June 28, 2020 June 30, 2019 Weighted-average fair value of options granted during the period $ 1.81 $ 2.33 Expected life (in years) 5.4 5.5 Expected dividend $ — $ — Expected stock volatility 53.64 % 50.31 % Risk-free interest rate 1.1 % 2.5 % |
ASSET IMPAIRMENT AND ESTIMATED
ASSET IMPAIRMENT AND ESTIMATED LEASE TERMINATION AND OTHER CLOSING COSTS | 6 Months Ended |
Jun. 28, 2020 | |
Asset Impairment and Estimated Lease Termination and Other Closing Costs | |
Asset Impairment and Estimated Lease Termination and Other Closing Costs | (12) Asset Impairment, Estimated Lease Termination and Other Closing Costs The following is a summary of asset impairment, estimated lease termination and other closing costs for the three and six months ended June 28, 2020 and June 30, 2019. These costs are included in asset impairment, estimated lease termination and other closing costs in the consolidated statements of operations (see Note 1). Three Months Ended Six Months Ended (dollars in thousands) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Asset impairments, net $ 4,710 $ 2 $ 4,710 $ 350 Lease termination charges and related costs 83 71 200 91 Restaurant closure expenses (14) 24 42 63 Asset impairment, estimated lease termination charges and other closing costs $ 4,779 $ 97 $ 4,952 $ 504 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 28, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | (13) Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash and cash equivalents reported in the consolidated balance sheets approximates fair value based on current interest rates and short-term maturities. The carrying amount of accounts receivable approximates fair value due to the short-term nature of accounts receivable. The Company believes that the carrying amount of long-term debt approximates fair value due to the variable interest rate on the Company’s long-term debt, as well as that there has been no significant change in the credit risk or credit markets since origination. The Company had no assets measured at fair value in its condensed consolidated balance sheets as of June 28, 2020 and December 29, 2019, except for the assets recorded at fair value in conjunction with restaurant acquisitions and certain assets deemed to be impaired as of June 28, 2020 (see Notes 1 and 2). |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Jun. 28, 2020 | |
Variable Interest Entities | |
Variable Interest Entities | (14) Variable Interest Entities A variable interest holder is considered to be the primary beneficiary of a variable interest entity (“VIE”) if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Once an entity is determined to be a VIE, the primary beneficiary is required to consolidate the entity. The Company has an installment agreement with one of its franchisees as the result of refranchising its Lincoln, Nebraska restaurant. This franchisee is a VIE; however, the owners of the franchise operations are the primary beneficiaries of the entities, not the Company. Therefore, the franchise operations are not required to be consolidated in the Company’s consolidated financial statements. On November 1, 2017, the Company sold its Frederick, Maryland restaurant. Pursuant to the terms of the Frederick Agreement, the Company remained the primary obligor of the lease. As of June 28, 2020, the amount of future lease payments for which the Company would be liable in the event of a default are approximately $303,000. The present value of future minimum lease payments net of expected sublease receipts was recorded as an asset impairment in fiscal year 2019. On July 18, 2018, the Company and Clark Championship Products LLC (“Clark”), an entity owned by Travis Clark, became members of Mercury BBQ LLC (“Mercury”) for the purposes of building out and operating the inaugural Clark Crew BBQ restaurant in Oklahoma City, Oklahoma (the “Restaurant”). Clark will own 80% of the units outstanding of Mercury and the Company will own 20% of the units outstanding of Mercury. Mercury shall be governed by three managers, two of which will be appointed by the Company and one of which will be appointed by Clark. Also in July 2019, the Company entered into a secured promissory note with Mercury which was amended in October 2019. This promissory note as amended (the “Loan”) was in the amount of $3.9 million, the proceeds of which are required to be used for the build out of the Restaurant. The Loan bears interest at a rate of 8% per annum and requires payments of 100% of the excess monthly cash flows until the Loan and all interest accrued thereon is repaid. The Loan requires a balloon payment of unpaid principal and accrued interest on July 15, 2025 and may be prepaid at any time. Also on July 18, 2018, the Company and Clark entered into an intellectual property license agreement (the “License Agreement”) pursuant to which Clark granted to the Company an exclusive license to use and sublicense the patents, trademarks, trade names, service marks, logos and designs related to Clark Crew BBQ restaurants and products. The term of the License Agreement is indefinite and may only be terminated by mutual written consent, unless the Company breached the License Agreement . Because the Company has provided more than half of the subordinated financial support of Mercury and control Mercury via its representation on the board of managers, the Company has concluded that Mercury is a VIE, of which the Company is the primary beneficiary and must consolidate Mercury. Mercury generated a net loss of approximately $429,000 during the first two quarters of 2020, of which $343,000 was recorded as non-controlling interest on our consolidated financial statements. As of June 28, 2020, Mercury’s assets included approximately $3.0 million of property, equipment and leasehold improvements, a $1.9 million ROU asset and $150,000 of inventory. The liabilities recognized as a result of consolidating Mercury BBQ’s results of operations do not represent additional claims on the general assets of BBQ Holdings, Inc.; rather, they represent claims against the specific assets of the Mercury BBQ’s. Conversely, assets recognized as a result of consolidating the Mercury BBQ’s results of operations do not represent additional assets that could be used to satisfy claims against the general assets of BBQ Holdings. |
LITIGATION
LITIGATION | 6 Months Ended |
Jun. 28, 2020 | |
Litigation [Abstract] | |
Litigation Disclosure [Text Block] | (15) Litigation In the normal course of business, the Company is involved in a number of litigation matters that are incidental to the operation of the business. These matters generally include, among other things, matters with regard to employment and general business-related issues. The Company currently believes that the resolution of any of these pending matters will not have a material adverse effect on its financial position or liquidity, but an adverse decision in more than one of the matters could be material to its consolidated results of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 28, 2020 | |
Related Party Transactions | |
Related Party Transactions | (16) Related Party Transactions Anand D. Gala Charles Davidson, a franchisee of the Company, currently serves as a director of the Company and is the beneficial owner of approximately 18.2% of the Company’s common stock as of the date that these financial statements were available to be issued, by virtue of his ownership interest in Wexford Capital. The following table outlines amounts received from related parties during the three months ended June 28, 2020, and June 30, 2019: Three Months Ended Six Months Ended (in thousands) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Revenues and NAF contributions - Anand Gala $ 281 $ 432 $ 626 $ 820 Revenues and NAF contributions - Charles Davidson 252 84 292 161 The following table outlines accounts receivable from related parties as of June 28, 2020 and December 29, 2019: (in thousands) June 28, 2020 December 29, 2019 Accounts receivable, net - Anand Gala $ 203 $ 290 Accounts receivable, net - Charles Davidson 57 77 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 28, 2020 | |
Subsequent Events | |
Subsequent Events | (17) Subsequent Events Effective August 11, 2020, Richard Shapiro resigned from the Company’s board of directors. His departure was not the result of any disagreement with the Company, rather due to his departure from Wexford Capital LP. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Basis of Presentation | |
Schedule of effective tax rate | Three Months Ended Six Months Ended June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Effective tax rate (23.4) % 14.9 % (46.2) % 15.1 % |
Schedule of recorded impairment losses of the carrying value of restaurant assets | Location FF&E ROU Asset Total (dollars in thousands) Westbury, NY $ 948 $ - $ 948 Colorado Springs, CO 462 97 559 Grand Junction, CO 1,032 1,187 2,219 Madison, WI 164 820 984 $ 2,606 $ 2,104 $ 4,710 |
Schedule of reconciliation of basic and diluted net (loss) income per common share | Three Months Ended Six Months Ended (in thousands, except per share data) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Net (loss) income per share – basic: Net (loss) income attributable to shareholders $ (6,252) $ 1,040 $ 7,455 $ 1,122 Weighted average shares outstanding - basic 9,138 9,093 9,132 9,089 Basic net (loss) income per share attributable to shareholders $ (0.68) $ 0.11 $ 0.82 $ 0.12 Net (loss) income per share – diluted: Net (loss) income attributable to shareholders $ (6,252) $ 1,040 $ 7,455 $ 1,122 Weighted average shares outstanding - diluted 9,138 9,278 9,132 9,191 Diluted net (loss) income per share attributable to shareholders $ (0.68) $ 0.11 $ 0.82 $ 0.12 |
RESTAURANT ACQUISITIONS (Tables
RESTAURANT ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Acquisitions | |
Schedule of pro forma information | Three Months Ended Six Months Ended June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 (in thousands) Pro forma revenues $ 27,079 $ 39,913 $ 62,953 $ 71,530 Pro forma net income attributable to shareholders $ (6,252) $ 2,380 $ 7,350 $ 2,771 Basic pro forma net income per share attributable to shareholders $ (0.68) $ 0.26 $ 0.80 $ 0.30 Diluted pro forma net income per share attributable to shareholders $ (0.68) $ 0.26 $ 0.80 $ 0.30 |
Granite City | |
Acquisitions | |
Schedule of allocation of assets acquired and liabilities assumed | (in thousands) Assets acquired: Cash and cash equivalents $ 128 Inventory 980 Property, plant, equipment and leasehold improvements, net 17,818 Lease right-of-use asset, net of unfavorable lease value 50,968 Identifiable intangible assets, net 8,329 Total identifiable assets acquired 78,223 Liabilities assumed: Gift card liability (3,923) Lease liability (50,968) Deferred tax liability (4,752) Net assets acquired 18,580 Gain on bargain purchase 13,675 Total cash consideration $ 4,905 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Deferred Costs, Capitalized, Prepaid, And Other Assets Disclosure | |
Schedule of prepaid expenses and other current assets | (in thousands) June 28, 2020 December 29, 2019 Prepaid expenses and deferred costs $ 788 $ 405 Prepaid insurance 715 951 Prepaid expenses and other assets $ 1,503 $ 1,356 |
PROPERTY, EQUIPMENT, AND LEAS_2
PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Property, Equipment, And Leasehold Improvements, Net | |
Schedule of property, equipment, and leasehold improvements, net | (in thousands) June 28, 2020 December 29, 2019 Land, buildings, and improvements $ 32,029 $ 28,185 Furniture, fixtures, equipment and software 28,586 17,880 Décor 533 584 Construction in progress 543 483 Accumulated depreciation and amortization (28,046) (27,376) Property, equipment and leasehold improvements, net $ 33,645 $ 19,756 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Intangible Assets, net | |
Schedule of intangible assets | (in thousands) June 28, 2020 December 29, 2019 Reacquired franchise rights, net 1,471 1,788 Goodwill 651 640 Liquor licenses 868 425 Trademark/Logos/Patents 7,688 - Database 204 - Intangible assets, net $ 10,882 $ 2,853 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Other Current Liabilities | |
Schedule of other current liabilities | (in thousands) June 28, 2020 December 29, 2019 Gift cards payable $ 5,800 $ 2,360 Accrued expenses 1,697 1,874 Asset retirement obligations and lease reserves 6 6 Sales tax payable 1,143 584 Deferred franchise fees 152 151 Other current liabilities $ 8,798 $ 4,975 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Other Liabilities | |
Schedule of other noncurrent liabilities | (in thousands) June 28, 2020 December 29, 2019 Deferred rent $ 172 $ — Deferred franchise fees 783 1,165 Miscellaneous other liabilities 121 216 Asset retirement obligations 3 3 Accrual for uncertain tax position 6 6 Long-term deferred compensation 215 220 Other liabilities $ 1,300 $ 1,610 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Long-term Debt | |
Schedule of long-term debt | (in thousands) June 28, 2020 December 29, 2019 Term Loan $ 15,025 $ 6,924 PPP Loans 13,957 — Less: deferred financing costs (91) (50) Less: current portion of long-term debt (8,854) (616) Long-term debt, less current portion $ 20,037 $ 6,258 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Leases | |
Schedule of lease cost | Six Months Ended Six Months Ended (in thousands) June 28, 2020 June 30, 2019 Operating lease cost $ 3,948 $ 1,564 Short-term lease cost 137 40 Variable lease cost 194 49 Sublease income - (138) Total lease cost $ 4,279 $ 1,515 |
Schedule of supplemental cash flow information related to leases | Six Months Ended Six Months Ended (in thousands) June 28, 2020 June 28, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,774 $ 1,721 Right-of-use assets obtained in exchange for new operating lease liabilities 51,682 14,340 Weighted-average remaining lease term of operating leases (in years) 11 9.74 Weighted-average discount rate of operating leases 5.24 % 5.62 % |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Revenue Recognition | |
Schedule of estimated revenues expected to be recognized in the future related to unsatisfied performance obligations | (in thousands) Fiscal Year 2020 $ 53 2021 103 2022 102 2023 99 2024 92 Thereafter 485 Total $ 934 |
Schedule of change in contract liabilities | (in thousands) Balance, December 29, 2019 $ 1,318 Revenue recognized (384) Balance, June 28, 2020 $ 934 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Stock-based Compensation | |
Schedule of recognized stock-based compensation expense | Three Months Ended Six Months Ended (in thousands) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Stock options $ 44 $ 81 $ 125 $ 141 Restricted stock 67 59 123 82 $ 111 $ 140 $ 248 $ 223 |
Schedule of stock option activity | Weighted Average Remaining Number of Weighted Average Contractual (number of options in thousands) Options Exercise Price Life in Years Options outstanding at December 29, 2019 452 $ 6.71 Granted 230 3.85 Forfeited or expired (44) 5.80 Options outstanding at June 28, 2020 638 $ 5.74 6.3 |
Schedule of unvested restricted stock activity | Weighted Average Remaining Number of Weighted Average Contractual (number of awards in thousands) Awards Award Date Fair Value Life in Years Unvested at December 29, 2019 143 $ 5.00 Granted 10 3.40 Vested (25) 4.84 Unvested at June 28, 2020 128 $ 4.91 2.7 |
Schedule of stock option valuation assumptions | Six Months Ended June 28, 2020 June 30, 2019 Weighted-average fair value of options granted during the period $ 1.81 $ 2.33 Expected life (in years) 5.4 5.5 Expected dividend $ — $ — Expected stock volatility 53.64 % 50.31 % Risk-free interest rate 1.1 % 2.5 % |
ASSET IMPAIRMENT AND ESTIMATE_2
ASSET IMPAIRMENT AND ESTIMATED LEASE TERMINATION AND OTHER CLOSING COSTS (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Asset Impairment and Estimated Lease Termination and Other Closing Costs | |
Schedule of asset impairment, estimated lease termination and other closing costs | Three Months Ended Six Months Ended (dollars in thousands) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Asset impairments, net $ 4,710 $ 2 $ 4,710 $ 350 Lease termination charges and related costs 83 71 200 91 Restaurant closure expenses (14) 24 42 63 Asset impairment, estimated lease termination charges and other closing costs $ 4,779 $ 97 $ 4,952 $ 504 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 28, 2020 | |
Related Party Transactions | |
Schedules of related party transactions | The following table outlines amounts received from related parties during the three months ended June 28, 2020, and June 30, 2019: Three Months Ended Six Months Ended (in thousands) June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019 Revenues and NAF contributions - Anand Gala $ 281 $ 432 $ 626 $ 820 Revenues and NAF contributions - Charles Davidson 252 84 292 161 The following table outlines accounts receivable from related parties as of June 28, 2020 and December 29, 2019: (in thousands) June 28, 2020 December 29, 2019 Accounts receivable, net - Anand Gala $ 203 $ 290 Accounts receivable, net - Charles Davidson 57 77 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Thousands | May 14, 2020USD ($) | Apr. 30, 2020USD ($)subsidiary | Mar. 16, 2020restaurant | Mar. 09, 2020restaurant | Jun. 28, 2020USD ($)restaurantstate | May 24, 2020USD ($)subsidiary | Jun. 28, 2020USD ($)restaurantstate | Jun. 30, 2019 | Jun. 28, 2020USD ($)restaurantstateproperty | Jun. 30, 2019 | Dec. 29, 2019USD ($) |
Business information | |||||||||||
Number of restaurants | restaurant | 124 | 124 | 124 | ||||||||
Number of states in which entity operates | state | 31 | 31 | 31 | ||||||||
Deferred tax asset, net | $ 4,100 | $ 4,100 | $ 4,100 | $ 6,600 | |||||||
Effective tax rate | (23.40%) | 14.90% | (46.20%) | 15.10% | |||||||
Cash and cash equivalents | |||||||||||
Certificate of deposit | $ 3,500 | ||||||||||
CD interest rate | 3.00% | ||||||||||
CD Annual percentage yield | 3.04% | ||||||||||
Frequency of compounding interest on CD | 30 days | ||||||||||
Restricted cash and marketing fund | |||||||||||
Restricted cash | 758 | $ 758 | $ 758 | 761 | |||||||
Assets held for sale | |||||||||||
Assets held for sale | 3,911 | 3,911 | $ 3,911 | 2,842 | |||||||
Number of properties held for sale | property | 2 | ||||||||||
Contract sale price for assets held for sale | 6,100 | 6,100 | $ 6,100 | ||||||||
Concentrations of risk | |||||||||||
Accounts receivable, net | 4,619 | 4,619 | 4,619 | $ 4,379 | |||||||
Customer Concentration Risk | Franchisee One | |||||||||||
Concentrations of risk | |||||||||||
Accounts receivable, net | $ 531 | $ 531 | $ 531 | ||||||||
PPP Loans | |||||||||||
Unusual and infrequent items | |||||||||||
Number subsidiaries receiving PPP loans | subsidiary | 2 | 2 | |||||||||
Loan amount | $ 13,000 | $ 921 | |||||||||
COVID 19 | |||||||||||
Unusual and infrequent items | |||||||||||
Number of company owned restaurants not operating under limited capacity in-store dining | restaurant | 1 | ||||||||||
COVID 19 | Minimum | |||||||||||
Unusual and infrequent items | |||||||||||
Percentage of dine-in capacity allowed upon reopening per government mandates as a result of COVID-19 | 25.00% | ||||||||||
COVID 19 | Maximum | |||||||||||
Unusual and infrequent items | |||||||||||
Percentage of dine-in capacity allowed upon reopening per government mandates as a result of COVID-19 | 50.00% | ||||||||||
Entity Operated Units | |||||||||||
Business information | |||||||||||
Number of restaurants | restaurant | 30 | 30 | 30 | ||||||||
Franchised Units | |||||||||||
Business information | |||||||||||
Number of restaurants | restaurant | 94 | 94 | 94 | ||||||||
Real Urban Barbecue | |||||||||||
Business information | |||||||||||
Number of restaurants acquired | restaurant | 1 | ||||||||||
Granite City | |||||||||||
Business information | |||||||||||
Number of restaurants acquired | restaurant | 18 |
BASIS OF PRESENTATION - Impairm
BASIS OF PRESENTATION - Impairment of Assets (Details) $ in Thousands | 6 Months Ended |
Jun. 28, 2020USD ($) | |
Impairment of assets | |
Impairment losses | $ 4,710 |
FF&E | |
Impairment of assets | |
Impairment losses | 2,606 |
ROU Asset | |
Impairment of assets | |
Impairment losses | 2,104 |
Westbury, NY Restaurant | |
Impairment of assets | |
Impairment losses | 948 |
Westbury, NY Restaurant | FF&E | |
Impairment of assets | |
Impairment losses | 948 |
Colorado Springs, CO Restaurant | |
Impairment of assets | |
Impairment losses | 559 |
Colorado Springs, CO Restaurant | FF&E | |
Impairment of assets | |
Impairment losses | 462 |
Colorado Springs, CO Restaurant | ROU Asset | |
Impairment of assets | |
Impairment losses | 97 |
Grand Junction, CO Restaurant | |
Impairment of assets | |
Impairment losses | 2,219 |
Grand Junction, CO Restaurant | FF&E | |
Impairment of assets | |
Impairment losses | 1,032 |
Grand Junction, CO Restaurant | ROU Asset | |
Impairment of assets | |
Impairment losses | 1,187 |
Madison, WI Restaurant | |
Impairment of assets | |
Impairment losses | 984 |
Madison, WI Restaurant | FF&E | |
Impairment of assets | |
Impairment losses | 164 |
Madison, WI Restaurant | ROU Asset | |
Impairment of assets | |
Impairment losses | $ 820 |
BASIS OF PRESENTATION - Net Inc
BASIS OF PRESENTATION - Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | |
Net income (loss) per common share | ||||
Net income attributable to shareholders | $ (6,252) | $ 1,040 | $ 7,455 | $ 1,122 |
Weighted average shares outstanding - basic | 9,138,000 | 9,093,000 | 9,132,000 | 9,089,000 |
Basic net (loss) income per share attributable to shareholders | $ (0.68) | $ 0.11 | $ 0.82 | $ 0.12 |
Weighted average shares outstanding - diluted | 9,138,000 | 9,278,000 | 9,132,000 | 9,191,000 |
Diluted net (loss) income per share attributable to shareholders | $ (0.68) | $ 0.11 | $ 0.82 | $ 0.12 |
Anti-dilutive shares excluded from computation of diluted net income per share | 299,617 |
RESTAURANT ACQUISITIONS - 2020
RESTAURANT ACQUISITIONS - 2020 Acquisitions (Details) - USD ($) $ in Thousands | Mar. 09, 2020 | Jun. 28, 2020 | Mar. 16, 2020 | Dec. 29, 2019 |
Acquisitions | ||||
Lease right of use assets | $ 66,540 | $ 25,962 | ||
Gain on bargain purchase | $ 13,675 | |||
Real Urban Barbecue | ||||
Acquisitions | ||||
Contract purchase price of an acquisition net of related costs | $ 45 | |||
Lease right of use assets | 714 | |||
Operating lease liability | $ 714 | |||
Granite City | ||||
Acquisitions | ||||
Contract purchase price of an acquisition net of related costs | $ 3,650 | |||
Cash and cash equivalents | 128 | |||
Inventory | 980 | |||
Property, plant, equipment and leasehold improvements, net | 17,818 | |||
Lease right-of-use asset, net of unfavorable lease value | 50,968 | |||
Identifiable intangible assets, net | 8,329 | |||
Total identifiable assets acquired | 78,223 | |||
Gift card liability | (3,923) | |||
Lease liability | (50,968) | |||
Deferred tax liability | (4,752) | |||
Net assets acquired | 18,580 | |||
Gain on bargain purchase | 13,675 | |||
Total consideration transferred | $ 4,905 |
RESTAURANT ACQUISITIONS - Pro F
RESTAURANT ACQUISITIONS - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | |
Pro Forma | ||||
Pro forma revenues | $ 27,079 | $ 39,913 | $ 62,953 | $ 71,530 |
Pro forma net income attributable to shareholders | $ (6,252) | $ 2,380 | $ 7,350 | $ 2,771 |
Basic pro forma net income per share attributable to shareholders | $ (0.68) | $ 0.26 | $ 0.80 | $ 0.30 |
Diluted pro forma net income per share attributable to shareholders | $ (0.68) | $ 0.26 | $ 0.80 | $ 0.30 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Prepaid expenses and other current assets | ||
Prepaid expenses and deferred costs | $ 788 | $ 405 |
Prepaid insurance | 715 | 951 |
Prepaid expenses and other assets | $ 1,503 | $ 1,356 |
PROPERTY, EQUIPMENT, AND LEAS_3
PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Details) - USD ($) $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Property, Equipment, And Leasehold Improvements, Net | ||
Land, buildings, and improvements | $ 32,029 | $ 28,185 |
Furniture, fixtures, equipment and software | 28,586 | 17,880 |
Decor | 533 | 584 |
Construction in progress | 543 | 483 |
Accumulated depreciation and amortization | (28,046) | (27,376) |
Property, equipment and leasehold improvements, net | $ 33,645 | $ 19,756 |
INTANGIBLE ASSETS, NET - Carryi
INTANGIBLE ASSETS, NET - Carrying Amounts (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2020 | Dec. 29, 2019 | |
Intangible assets | ||
Goodwill | $ 651 | $ 640 |
Intangible assets, net | 10,882 | 2,853 |
Liquor licenses | ||
Intangible assets | ||
Indefinite-lived intangible assets | 868 | 425 |
Trademark, Logos, and Patents | ||
Intangible assets | ||
Indefinite-lived intangible assets | 7,688 | |
Franchise rights | ||
Intangible assets | ||
Finite lived intangible assets, net | $ 1,471 | $ 1,788 |
Database | ||
Intangible assets | ||
Estimated useful life | 3 years | |
Finite lived intangible assets, net | $ 204 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Other current liabilities | ||
Gift cards payable | $ 5,800 | $ 2,360 |
Accrued expenses | 1,697 | 1,874 |
Asset retirement obligations and lease reserves | 6 | 6 |
Sales tax payable | 1,143 | 584 |
Deferred franchise fees | 152 | 151 |
Other current liabilities | $ 8,798 | $ 4,975 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Other Liabilities | ||
Deferred rent | $ 172 | |
Deferred franchise fees | 783 | $ 1,165 |
Miscellaneous other liabilities | 121 | 216 |
Asset retirement obligations | 3 | 3 |
Accrual for uncertain tax position | 6 | 6 |
Long-term deferred compensation | 215 | 220 |
Other liabilities | $ 1,300 | $ 1,610 |
LONG-TERM DEBT - Loan Agreement
LONG-TERM DEBT - Loan Agreement (Details) - Term Loan - USD ($) $ in Thousands | Jun. 20, 2019 | Jun. 28, 2020 | Dec. 29, 2019 |
Long-term debt | |||
Maximum borrowing capacity | $ 24,000 | ||
Period of time, after the first year of the draw period, during which both principal and interest payments are due | 5 years | ||
Debt principal amortization period | 60 months | ||
Outstanding balance | $ 15,025 | $ 6,924 | |
Prepayment penalty | $ 0 | ||
Minimum | Prime Rate | |||
Long-term debt | |||
Rate of interest | 5.00% |
LONG-TERM DEBT - PPP Loans (Det
LONG-TERM DEBT - PPP Loans (Details) - PPP Loans - USD ($) $ in Thousands | May 08, 2020 | May 24, 2020 | May 06, 2020 | Apr. 30, 2020 |
Loan amount | $ 921 | $ 13,000 | ||
Rate of interest | 1.00% | |||
Loan term | 2 years | |||
Period that interest and principal payments are deferred | 6 months | |||
FDA | ||||
Loan amount | 7,200 | |||
GC | ||||
Loan amount | $ 5,800 | |||
Real Urban Barbeque | ||||
Loan amount | $ 121 | |||
Clark Crew BBQ | ||||
Loan amount | $ 800 |
LONG-TERM DEBT - Long-Term Debt
LONG-TERM DEBT - Long-Term Debt and Financing Lease (Details) - USD ($) $ in Thousands | Jun. 28, 2020 | Dec. 29, 2019 |
Less: deferred financing costs | $ (91) | $ (50) |
Less: current portion of long-term debt | (8,854) | (616) |
Long-term debt, less current portion | 20,037 | 6,258 |
Term Loan | ||
Debt Instrument Carrying Amount | 15,025 | $ 6,924 |
PPP Loans | ||
Debt Instrument Carrying Amount | $ 13,957 |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2020 | Jun. 30, 2019 | |
Lease expense | ||
Operating lease cost | $ 3,948 | $ 1,564 |
Short-term lease cost | 137 | 40 |
Variable lease cost | 194 | 49 |
Sublease income | (138) | |
Total lease cost | $ 4,279 | $ 1,515 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2020 | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 3,774 | $ 1,721 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 51,682 | $ 14,340 |
Weighted-average remaining lease term of operating leases (in years) | 11 years | 9 years 8 months 26 days |
Weighted-average discount rate of operating leases | 5.24% | 5.62% |
REVENUE RECOGNITION - Estimated
REVENUE RECOGNITION - Estimated Revenues Expected And Change In Contract Liabilities Default (Details) $ in Thousands | 6 Months Ended |
Jun. 28, 2020USD ($) | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 934 |
Change in contract liabilities | |
Beginning balance | 1,318 |
Revenue recognized | (384) |
Ending balance | 934 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-06-29 | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 53 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-04 | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 103 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-03 | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 102 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02 | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 99 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 92 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-30 | |
Estimated future revenues expected to be recognized for performance obligations | |
Revenue expected to be recognized | $ 485 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | May 24, 2020 | |
Stock-based compensation | |||||
Shares authorized for issuance | 1,500,000 | 1,500,000 | 1,000,000 | ||
Shares available for grant | 501,777 | 501,777 | |||
Stock-based compensation expense | $ 111 | $ 140 | $ 248 | $ 223 | |
Stock Options | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 44 | 81 | 125 | 141 | |
Restricted Stock | |||||
Stock-based compensation | |||||
Stock-based compensation expense | $ 67 | $ 59 | $ 123 | $ 82 | |
Employees and Directors | Stock Options | |||||
Stock-based compensation | |||||
Expiration period | 10 years | ||||
Employees and Directors | Minimum | Stock Options | |||||
Stock-based compensation | |||||
Vesting period | 2 years | ||||
Employees and Directors | Maximum | Stock Options | |||||
Stock-based compensation | |||||
Vesting period | 5 years |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options (Details) shares in Thousands | 6 Months Ended |
Jun. 28, 2020$ / sharesshares | |
Number of Options | |
Options outstanding at beginning of period | shares | 452 |
Granted | shares | 230 |
Forfeited or expired | shares | (44) |
Options outstanding at end of period | shares | 638 |
Weighted Average Exercise Price | |
Options outstanding at beginning of period | $ / shares | $ 6.71 |
Granted | $ / shares | 3.85 |
Forfeited or expired | $ / shares | 5.80 |
Options outstanding at end of period | $ / shares | $ 5.74 |
Weighted Average Remaining Contractual Life | |
Options outstanding | 6 years 3 months 18 days |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) - Restricted Stock shares in Thousands | 6 Months Ended |
Jun. 28, 2020$ / sharesshares | |
Number of Awards | |
Unvested at beginning of period | shares | 143 |
Granted | shares | 10 |
Vested | shares | (25) |
Unvested at end of period | shares | 128 |
Weighted Average Award Date Fair Value | |
Unvested at beginning of period | $ / shares | $ 5 |
Granted | $ / shares | 3.40 |
Vested | $ / shares | 4.84 |
Unvested at end of period | $ / shares | $ 4.91 |
Weighted Average Remaining Contractual Life | |
Unvested at end of period | 2 years 8 months 12 days |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 28, 2020 | Jun. 30, 2019 | |
Valuation Assumptions | ||
Weighted-average fair value of options granted during the period | $ 1.81 | $ 2.33 |
Expected life (in years) | 5 years 4 months 24 days | 5 years 6 months |
Expected dividend | 0.00% | 0.00% |
Expected stock volatility | 53.64% | 50.31% |
Risk-free interest rate | 1.10% | 2.50% |
ASSET IMPAIRMENT, ESTIMATED LEA
ASSET IMPAIRMENT, ESTIMATED LEASE TERMINATION AND OTHER CLOSING COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | |
Asset Impairments and Business Exit Costs | ||||
Asset impairments, net | $ 4,710 | $ 2 | $ 4,710 | $ 350 |
Asset impairment, estimated lease termination and other closing costs | 4,779 | 97 | 4,952 | 504 |
Lease Termination Charges | ||||
Asset Impairments and Business Exit Costs | ||||
Business exit costs | 83 | 71 | 200 | 91 |
Restaurant Closure Expenses | ||||
Asset Impairments and Business Exit Costs | ||||
Business exit costs | $ (14) | $ 24 | $ 42 | $ 63 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) $ in Thousands | Jul. 18, 2018 | Oct. 27, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | Dec. 29, 2019 |
Variable Interest Entities | |||||||
Net income (loss) | $ (6,199) | $ 1,040 | $ 7,112 | $ 1,122 | |||
Net (income) loss attributable to non-controlling interest | (53) | 343 | |||||
Non-controlling interest | 941 | 941 | $ 598 | ||||
Property, equipment and leasehold improvements | 33,645 | 33,645 | 19,756 | ||||
Operating lease right-of-use assets | 66,540 | 66,540 | 25,962 | ||||
Inventory | 2,596 | 2,596 | $ 1,346 | ||||
Variable Interest Entity, Primary Beneficiary | Reportable Legal Entities | |||||||
Variable Interest Entities | |||||||
Net (income) loss attributable to non-controlling interest | 343 | ||||||
Frederick, Maryland Restaurant | |||||||
Variable Interest Entities | |||||||
Maximum loss exposure | 303 | 303 | |||||
Clark Crew BBQ | |||||||
Variable Interest Entities | |||||||
Promissory note | $ 3,900 | ||||||
Interest rate on promissory note | 8.00% | ||||||
Percentage of excess cash flows to be used to repay note receivable | 100.00% | ||||||
Clark Crew BBQ | |||||||
Variable Interest Entities | |||||||
Ownership percentage | 20.00% | ||||||
Clark Championship Products | Clark Crew BBQ | |||||||
Variable Interest Entities | |||||||
Ownership percentage | 80.00% | ||||||
Clark Crew BBQ | |||||||
Variable Interest Entities | |||||||
Net income (loss) | (429) | ||||||
Property, equipment and leasehold improvements | 3,000 | 3,000 | |||||
Operating lease right-of-use assets | 1,900 | 1,900 | |||||
Inventory | $ 150 | 150 | |||||
Non-controlling Interest | |||||||
Variable Interest Entities | |||||||
Net income (loss) | $ (343) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2020 | Jun. 30, 2019 | Jun. 28, 2020 | Jun. 30, 2019 | Dec. 29, 2019 | |
Director | |||||
Related Party Transactions | |||||
Revenues and NAF contributions | $ 281 | $ 432 | $ 626 | $ 820 | |
Accounts receivable from related parties | 203 | 203 | $ 290 | ||
Beneficial Owner | |||||
Related Party Transactions | |||||
Revenues and NAF contributions | 252 | $ 84 | 292 | $ 161 | |
Accounts receivable from related parties | $ 57 | $ 57 | $ 77 | ||
Beneficial ownership percentage | 18.20% |