BBQ (BBQ) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

BBQ HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF BBQ HOLDINGS, INC., VILLAGE INN HOLDINGS, LLC AND BAKERS SQUARE HOLDINGS, LLC AS OF JULY 4, 2021 AND THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF BBQ HOLDINGS, INC., VILLAGE INN HOLDINGS, LLC AND BAKERS SQUARE HOLDINGS, LLC FOR FISCAL YEARS ENDED JANUARY 3, 2021 AND DECEMBER 29, 2019 AND THE TWO QUARTERS ENDED JULY 4, 2021

(in thousands)

The following Unaudited Pro Forma Condensed Combined Statements of Operations for fiscal years ended January 3, 2021 and December 29, 2019, and the two quarters ended July 4, 2021, and the Unaudited Pro Forma Condensed Combined Balance Sheet as of July 4, 2021 and are presented as if BBQ Holdings, Inc.(“the Company”) acquired Village Inn Holdings, LLC (“VI Holdings”) and Bakers Square Holdings, LLC (“BSQ Holdings”) as of the beginning of the first fiscal year presented. These unaudited Pro Forma Condensed Combined Statements of Operations should be read in conjunction with the audited Consolidated Statements of Operations and the Company’s historical financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended January 3, 2021, and the Company’s Quarterly Report on Form 10-Q for the two quarters ended July 4, 2021. Additionally, these statements should be read in conjunction with the audited Special Purpose Statements of Revenues and Direct Expenses of VI Holdings and BSQ Holdings for the fiscal years ended December 27, 2020 and December 29, 2019 and the unaudited two quarters ended June 13, 2021 and June 14, 2020. The Pro Forma Condensed Combined Statements of Operations are unaudited and are not necessarily indicative of what the actual results of operations would have been had the Company acquired VI Holdings and BSQ Holdings at the beginning of each period presented, nor does it purport to present the future results of operations of the Company. Future results of operations could differ materially from the historical results presented herein.

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BBQ HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 3, 2021

(in thousands)

	BBQ Holdings, Inc. (1)		VI Holdings & BSQ Holdings (2)		Pro Forma Adjustments (3)		Pro Forma BBQ Holdings, Inc.
Revenue:
Restaurant sales, net	$	109,544	$	42,183	$	—	$	151,727
Franchise royalty and fee revenue		8,919		4,242		—		13,161
Franchisee national advertising fund contributions		1,124				—		1,124
Licensing and other revenue		1,850				—		1,850
Total revenue		121,437		46,425		—		167,862
Costs and expenses:
Food and beverage costs		33,867		12,280		—		46,147
Labor and benefits costs		37,228		16,174		—		53,402
Operating expenses		36,984		12,835		—		49,819
Depreciation and amortization expenses		5,121		1,813		—		6,934
General and administrative expenses		14,395		960		3,600		18,955
National advertising fund expenses		1,124				—		1,124
Asset impairment, estimated lease termination charges and other closing costs, net		5,683		41		—		5,724
Pre-opening expenses		10				—		10
Net gain on disposal of property and bargain purchases		(1,810)				—		(1,810)
Total costs and expenses		132,602		44,103		3,600		180,305
Income (loss) from operations		(11,165)		2,322		(3,600)		(12,443)
Other income (expense):
Interest expense		(805)				—		(805)
Interest income		154				—		154
Gain on bargain purchase		13,246				—		13,246
Total other income		12,595		—		—		12,595
Income (loss) before income taxes		1,430		2,322		(3,600)		152
Income tax benefit (expense)		2,837		—		142		2,979
Net income (loss)		4,267		2,322		(3,458)		3,131
Less: Net loss attributable to non-controlling interest		680		—		—		680
Net income (loss) attributable to shareholders	$	4,947	$	2,322	$	(3,458)	$	3,811
Basic net income per share attributable to shareholders	$	0.54					$	0.38
Diluted net income per share attributable to shareholders	$	0.54					$	0.37
Weighted average shares outstanding - basic		9,155				1,000		10,155
Weighted average shares outstanding - diluted		9,168				1,000		10,168

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BBQ HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 29, 2019

(in thousands)

	BBQ Holdings, Inc. (1)		VI Holdings & BSQ Holdings (2)		Pro Forma Adjustments (3)		Pro Forma BBQ Holdings, Inc.
Revenue:
Restaurant sales, net	$	68,564	$	67,550	$	—	$	136,114
Franchise royalty and fee revenue		12,126		4,889		—		17,015
Franchisee national advertising fund contributions		1,616				—		1,616
Licensing and other revenue		1,249				—		1,249
Total revenue		83,555		72,439		—		155,994
Costs and expenses:
Food and beverage costs		21,541		18,622		—		40,163
Labor and benefits costs		24,565		24,812		—		49,377
Operating expenses		22,555		15,966		—		38,521
Depreciation and amortization expenses		2,231		1,399		—		3,630
General and administrative expenses		10,992		829		3,600		15,421
National advertising fund expenses		1,616				—		1,616
Asset impairment, estimated lease termination charges and other closing costs, net		1,296		2		—		1,298
Pre-opening expenses		460				—		460
Net gain on disposal of property and bargain purchases		(74)				—		(74)
Total costs and expenses		85,182		61,630		3,600		150,412
(Loss) income from operations		(1,627)		10,809		(3,600)		5,582
Other income (expense):
Interest expense		(494)						(494)
Interest income		215				—		215
Total other expense		(279)		—		—		(279)
(Loss) income before income taxes		(1,906)		10,809		(3,600)		5,303
Income tax benefit (expense)		659		—		(1,175)		(516)
Net (loss) income		(1,247)		10,809		(4,775)		4,787
Less: Net loss attributable to non-controlling interest		598		—		—		598
Net (loss) income attributable to shareholders	$	(649)	$	10,809	$	(4,775)	$	5,385
Basic net (loss) income per share attributable to shareholders	$	(0.07)					$	0.53
Diluted net (loss) income per share attributable to shareholders	$	(0.07)					$	0.53
Weighted average shares outstanding - basic		9,099				1,000		10,099
Weighted average shares outstanding - diluted		9,099				1,000		10,099

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BBQ HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE TWO QUARTERS ENDED JULY 4, 2021

(in thousands)

	BBQ Holdings, Inc. (1)		VI Holdings & BSQ Holdings (2)		Pro Forma Adjustments (3)		Pro Forma BBQ Holdings, Inc.
Revenue:
Restaurant sales, net	$	74,808	$	21,942	$	—	$	96,750
Franchise royalty and fee revenue		5,320		1,602		—		6,922
Franchisee national advertising fund contributions		749				—		749
Licensing and other revenue		1,962				—		1,962
Total revenue		82,839		23,544		—		106,383
Costs and expenses:
Food and beverage costs		21,989		5,584		—		27,573
Labor and benefits costs		22,683		7,676		—		30,359
Operating expenses		21,843		6,824		—		28,667
Depreciation and amortization expenses		2,985		809		—		3,794
General and administrative expenses		8,582		240		1,800		10,622
National advertising fund expenses		749				—		749
Asset impairment, estimated lease termination charges and other closing costs, net		37		16		—		53
Pre-opening expenses		120				—		120
Net loss on disposal of property and bargain purchases		135				—		135
Total costs and expenses		79,123		21,149		1,800		102,072
Income (loss) from operations		3,716		2,395		(1,800)		4,311
Other income (expense):
Interest expense		(315)				—		(315)
Interest income		98				—		98
Gain upon debt extinguishment		14,109						14,109
Gain on bargain purchase		—				—		-
Total other income (expense)		13,892		—		—		13,892
Income (loss) before income taxes		17,608		2,395		(1,800)		18,203
Income tax expense		(481)		—		16		(465)
Net income (loss)		17,127		2,395		(1,784)		17,738
Less: Net income attributable to non-controlling interest		(542)		—		—		(542)
Net income (loss) attributable to shareholders	$	16,585	$	2,395	$	(1,784)	$	17,196
Basic net income per share attributable to shareholders	$	1.79					$	1.68
Diluted net income per share attributable to shareholders	$	1.73					$	1.63
Weighted average shares outstanding - basic		9,256				1,000		10,256
Weighted average shares outstanding - diluted		9,567				1,000		10,567

Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended January 3, 2021 and December 29, 2019 and the two quarters ended July 4, 2021

(1) Reflects the Company’s historical operations for the period indicated as previously filed.

(2) Reflects the revenues and direct expenses of VI Holdings and BSQ Holdings.

(3) Represents the adjustment needed to reflect corporate overhead, the Company’s statutory tax rate, and the number of shares outstanding.

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BBQ HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JULY 4, 2021

(in thousands)

ASSETS	BBQ Holdings, Inc. (4)		VI Holdings & BSQ Holdings (5)		Pro Forma Adjustments (6)		Pro Forma BBQ Holdings, Inc.
Current assets:
Cash and cash equivalents	$	39,182	$	2,207	$	(15,159)	$	26,230
Accounts receivable, net of allowance for doubtful accounts		4,966		2,376		(2,376)		4,966
Inventories		2,433		462				2,895
Prepaid expenses and other current assets		2,881		359		(162)		3,078
Assets held for sale		1,024						1,024
Total current assets		50,486		5,404		(17,697)		38,193
Property, equipment and leasehold improvements, net		31,112		8,909				40,021
Other assets:
Operating lease right-of-use assets		60,787		16,722				77,509
Goodwill		601						601
Intangible assets, net		9,733		14,145				23,878
Deferred tax asset, net		4,623						4,623
Other assets		1,660		2,035		(2,035)		1,660
	$	159,002	$	47,215	$	(19,732)	$	186,485
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,050	$	1,882	$	(1,882)	$	7,050
Current portion of lease liabilities		6,844		2,762				9,606
Current portion of long-term debt		2,165						2,165
Accrued compensation and benefits		6,313		3,027		(3,027)		6,313
Other current liabilities		8,814		8,419		(7,202)		10,031
Total current liabilities		31,186		16,090		(12,111)		35,165
Long-term liabilities:
Lease liabilities, less current portion		61,839		12,777				74,616
Long-term debt, less current portion		7,131		10,740		(10,740)		7,131
Other liabilities		1,376		2,122		244		3,742
Total liabilities		101,532		41,729		(22,607)		120,654
Shareholders’ equity:
Total equity		57,470		5,486		2,875		65,831
	$	159,002	$	47,215	$	(19,732)	$	186,485

Unaudited Pro Forma Condensed Combined Balance as of July 4, 2021:

(4) Reflects the Company’s historical financial position as of July 4, 2021 as previously filed.

(5) Reflects the unaudited historical financial position as of the end of the second quarter of fiscal year 2021.

(6) Reflects adjustments for cash used for the purchase of VI Holdings and BSQ Holdings, assets not acquired and liabilities not assumed.

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