Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Mar. 24, 2017 | Jun. 26, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Diversified Restaurant Holdings, Inc. | ||
Entity Central Index Key | 1,394,156 | ||
Current Fiscal Year End Date | --12-25 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 25, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 26,669,347 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 16,900,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Current assets | ||
Cash and cash equivalents | $ 4,021,126 | $ 13,499,890 |
Accounts receivable | 276,238 | 247,323 |
Inventory | 1,700,604 | 1,598,379 |
Prepaid and other current assets | 1,305,936 | 1,314,463 |
Current assets, discontinued operations | 0 | 1,714,429 |
Total current assets | 7,303,904 | 18,374,484 |
Deferred income taxes | 16,250,928 | 4,368,683 |
Property and equipment, net | 56,630,031 | 59,272,611 |
Intangible assets, net | 2,666,364 | 2,844,963 |
Goodwill | 50,097,081 | 50,097,081 |
Other long-term assets | 233,539 | 987,499 |
Long-term assets, discontinued operations | 0 | 29,827,174 |
Total assets | 133,181,847 | 165,772,495 |
Current liabilities | ||
Accounts payable | 3,995,846 | 5,960,310 |
Accrued compensation | 2,803,549 | 2,408,476 |
Other accrued liabilities | 2,642,269 | 2,235,351 |
Current portion of long-term debt | 11,307,819 | 9,891,825 |
Current portion of deferred rent | 194,206 | 207,045 |
Current liabilities, discontinued operations | 0 | 4,143,577 |
Total current liabilities | 20,943,689 | 24,846,584 |
Deferred rent, less current portion | 2,020,199 | 1,899,623 |
Unfavorable operating leases | 591,247 | 671,553 |
Other liabilities | 3,859,231 | 3,755,888 |
Long-term debt, less current portion | 109,878,201 | 116,364,165 |
Long-term liabilities, discontinued operations | 0 | 1,634,330 |
Total liabilities | 137,292,567 | 149,172,143 |
Commitments and contingencies (Notes 5, 13 and 14) | ||
Stockholders' equity (deficit) | ||
Common stock - $0.0001 par value; 100,000,000 shares authorized; 26,632,222 and 26,298,725, respectively, issued and outstanding | 2,610 | 2,597 |
Additional paid-in capital | 21,355,270 | 36,136,319 |
Accumulated other comprehensive loss | (934,222) | (1,006,667) |
Accumulated deficit | (24,534,378) | (18,531,897) |
Total stockholders' equity (deficit) | (4,110,720) | 16,600,352 |
Total liabilities and stockholders' equity (deficit) | $ 133,181,847 | $ 165,772,495 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 25, 2016 | Dec. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 26,632,222 | 26,298,725 |
Common stock, shares outstanding (in shares) | 26,632,222 | 26,298,725 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 166,520,925 | $ 144,800,046 |
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | ||
Food, beverage, and packaging | 46,794,091 | 40,730,583 |
Compensation costs | 41,307,718 | 35,287,202 |
Occupancy | 11,370,223 | 8,935,702 |
Other operating costs | 34,845,059 | 31,293,900 |
General and administrative expenses | 9,265,432 | 11,385,201 |
Pre-opening costs | 599,279 | 1,439,390 |
Depreciation and amortization | 14,696,846 | 11,922,548 |
Loss on asset disposals | 338,306 | 967,035 |
Total operating expenses | 159,216,954 | 141,961,561 |
Operating profit | 7,303,971 | 2,838,485 |
Interest expense | (5,763,684) | (4,214,452) |
Other income (expense), net | (172,031) | 785,591 |
Income (loss) from continuing operations before income taxes | 1,368,256 | (590,376) |
Income tax benefit | (2,270,792) | (83,514) |
Income (loss) from continuing operations | 3,639,048 | (506,862) |
Loss from discontinued operations before income taxes | (10,226,996) | (25,588,123) |
Income tax benefit of discontinued operations | (585,467) | (9,902,493) |
Loss from discontinued operations | (9,641,529) | (15,685,630) |
Net loss | $ (6,002,481) | $ (16,192,492) |
Basic earnings (loss) per share from: | ||
Continuing operations (in dollars per share) | $ 0.14 | $ (0.02) |
Discontinued operations (in dollars per share) | (0.37) | (0.60) |
Basic net loss per share (in dollars per share) | (0.23) | (0.62) |
Fully diluted earnings (loss) per share from: | ||
Continuing operations (in dollars per share) | 0.14 | (0.02) |
Discontinued operations (in dollars per share) | (0.37) | (0.60) |
Fully diluted net loss per share (in dollars per share) | $ (0.23) | $ (0.62) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 26,491,549 | 26,211,669 |
Diluted (in shares) | 26,491,549 | 26,211,669 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,002,481) | $ (16,192,492) |
Other comprehensive income (loss) | ||
Unrealized changes in fair value of interest rate swaps, net of tax of ($37,319) and $430,468 | 72,445 | (835,315) |
Unrealized changes in fair value of investments, net of tax of $0 and ($1,959) | 0 | 3,804 |
Total other comprehensive income (loss) | 72,445 | (831,511) |
Comprehensive loss | $ (5,930,036) | $ (17,024,003) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized changes in fair value of interest rate swaps, tax | $ (37,319) | $ 430,468 |
Unrealized changes in fair value of investments, tax | $ 0 | $ 1,959 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at beginning of period at Dec. 28, 2014 | $ 33,156,022 | $ 2,582 | $ 35,668,001 | $ (175,156) | $ (2,339,405) |
Balance at beginning of period (in shares) at Dec. 28, 2014 | 26,149,824 | ||||
Issuance of restricted shares (in shares) | 131,752 | ||||
Forfeitures of restricted shares (in shares) | (8,587) | ||||
Shares effectively repurchased for required employee withholding taxes | (4,443) | (4,443) | |||
Shares effectively repurchased for required employee withholding taxes (in shares) | (1,387) | ||||
Employee stock purchase plan | 71,615 | $ 1 | 71,614 | ||
Employee stock purchase plan (in shares) | 21,623 | ||||
Share-based compensation | 424,414 | $ 13 | 424,401 | ||
Stock repurchase | (98,252) | $ (2) | (98,250) | ||
Stock repurchase (in shares) | (24,500) | ||||
Stock options exercised | 74,999 | $ 3 | 74,996 | ||
Stock options exercised (in shares) | 30,000 | ||||
Other comprehensive loss | (831,511) | (831,511) | |||
Net loss from continuing operations | (506,862) | (506,862) | |||
Net loss from discontinued operations | (15,685,630) | (15,685,630) | |||
Balance at end of period at Dec. 27, 2015 | $ 16,600,352 | $ 2,597 | 36,136,319 | (1,006,667) | (18,531,897) |
Balance at end of period (in shares) at Dec. 27, 2015 | 26,298,725 | 26,298,725 | |||
Issuance of restricted shares (in shares) | 398,164 | ||||
Forfeitures of restricted shares (in shares) | (84,817) | ||||
Shares effectively repurchased for required employee withholding taxes | $ (12,392) | $ (1) | (12,391) | ||
Shares effectively repurchased for required employee withholding taxes (in shares) | (8,114) | ||||
Employee stock purchase plan | 40,603 | $ 4 | 40,599 | ||
Employee stock purchase plan (in shares) | 28,264 | ||||
Share-based compensation | 435,855 | $ 10 | 435,845 | ||
Other comprehensive loss | 72,445 | 72,445 | |||
Spin-off of Bagger Dave's | (15,245,102) | (15,245,102) | 0 | ||
Net loss from continuing operations | 3,639,048 | 3,639,048 | |||
Net loss from discontinued operations | (9,641,529) | (9,641,529) | |||
Balance at end of period at Dec. 25, 2016 | $ (4,110,720) | $ 2,610 | $ 21,355,270 | $ (934,222) | $ (24,534,378) |
Balance at end of period (in shares) at Dec. 25, 2016 | 26,632,222 | 26,632,222 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (6,002,481) | $ (16,192,492) |
Net loss from discontinued operations | 9,641,529 | 15,685,630 |
Net income (loss) from continuing operations | 3,639,048 | (506,862) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 14,696,846 | 11,922,548 |
Amortization and write-off of debt discount and loan fees | 238,784 | 240,036 |
Realized gain on sale leaseback | (128,782) | (127,836) |
Loss on asset disposals | 338,306 | 967,035 |
Share-based compensation | 435,845 | 424,414 |
Deferred income taxes | (2,270,792) | (83,514) |
Changes in operating assets and liabilities that provided (used) cash | ||
Accounts receivable | (28,915) | 1,159,700 |
Inventory | (102,225) | (226,825) |
Prepaid assets | 8,527 | (990,885) |
Intangible assets | (73,150) | 36,986 |
Other long-term assets | 753,960 | (695,189) |
Accounts payable | (1,771,388) | 3,014,870 |
Accrued liabilities | 1,143,880 | 1,395,565 |
Deferred rent | 107,737 | 224,537 |
Net cash provided by operating activities of continuing operations | 16,987,681 | 16,754,580 |
Net cash used in operating activities of discontinued operations | (5,863,807) | (7,886,772) |
Net cash provided by operating activities | 11,123,874 | 8,867,808 |
Cash flows from investing activities | ||
Proceeds from sale of investments | 0 | 2,952,302 |
Purchases of property and equipment | (12,499,507) | (20,155,132) |
Acquisition of business, net of cash acquired | 0 | (54,041,489) |
Proceeds from sale leaseback transaction | 0 | 3,521,931 |
Net cash used in investing activities of continuing operations | (12,499,507) | (67,722,388) |
Net cash used in investing activities of discontinued operations | (907,890) | (10,303,988) |
Net cash used in investing activities | (13,407,397) | (78,026,376) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 11,109,154 | 72,963,858 |
Repayments of long-term debt | (16,134,717) | (8,166,667) |
Payment of loan fees | (197,889) | (751,071) |
Proceeds from employee stock purchase plan | 40,603 | 71,615 |
Repurchase of stock | 0 | (98,252) |
Stock options exercised | 0 | 74,999 |
Tax withholding for restricted stock units | (12,392) | (4,443) |
Payments of Capital Distribution | (2,000,000) | 0 |
Net cash provided by (used in) financing activities | (7,195,241) | 64,090,039 |
Net decrease in cash and cash equivalents | (9,478,764) | (5,068,529) |
Cash and cash equivalents, beginning of period | 13,499,890 | 18,568,419 |
Cash and cash equivalents, end of period | $ 4,021,126 | $ 13,499,890 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 25, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Diversified Restaurant Holdings, Inc. (“DRH”) is a restaurant company operating a single concept, Buffalo Wild Wings ® Grill & Bar (“BWW”). As the largest franchisee of BWW, we provide a unique guest experience in a casual and inviting environment. DRH currently operates 64 BWW restaurants ( 20 in Michigan, 17 in Florida, 15 in Missouri, seven in Illinois and five in Indiana), including the nation’s largest BWW, based on square footage, in downtown Detroit, Michigan. We have an area development agreement (“ADA”) with Buffalo Wild Wings International, Inc. ("BWLD") under which we have opened 29 restaurants out of a total required of 42 by 2021. We have one additional restaurant in process and are in discussions with BWLD regarding the remaining 12 restaurants. We may continue to open new restaurants but at a potentially lower number over a longer period of time under an amended ADA. On December 25, 2016, the Company completed a spin-off of 19 Bagger Dave's entities and certain real estate entities which house the respective Bagger Dave's entities previously owned by DRH into a new independent publicly traded company, Bagger Dave's Burger Tavern, Inc. ("Bagger Dave's"). For additional details refer to Note 2 . DRH and its wholly-owned subsidiaries (collectively, the “Company”), AMC Group, Inc. (“AMC”), AMC Wings, Inc. (“WINGS”), and AMC Real Estate, Inc. (“REAL ESTATE”) own and operate BWW restaurants located throughout Florida, Illinois, Indiana, Michigan and Missouri. The following organizational chart outlines the current corporate structure of DRH. A brief textual description of the entities follows the organizational chart. DRH is incorporated in Nevada. AMC was formed on March 28, 2007 and serves as our operational and administrative center. AMC renders management, operational support, and advertising services to WINGS and REAL ESTATE and their subsidiaries. Services rendered by AMC include marketing, restaurant operations, restaurant management consultation, hiring and training of management and staff, and other management services reasonably required in the ordinary course of restaurant operations. WINGS was formed on March 12, 2007 and serves as a holding company for our BWW restaurants. We are economically dependent on retaining our franchise rights with BWLD. The franchise agreements have specific initial term expiration dates ranging from December 2020 through June 2036 , depending on the date each was executed and the duration of its initial term. The franchise agreements are renewable at the option of the franchisor and are generally renewable if the franchisee has complied with the franchise agreement. When factoring in any applicable renewals, the franchise agreements have specific expiration dates ranging from December 2025 through June 2051 . We believe we are in compliance with the terms of these agreements. REAL ESTATE was formed on March 18, 2013, and serves as the holding company for any real estate properties owned by DRH. Currently, DRH does not own any real estate after completing certain sale leaseback transactions. Refer to Note 3 of the Consolidated Financial Statements for additional information on the sale leaseback transactions. We follow accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles in the United States of America ("GAAP") that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification ("ASC"). Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. For Variable Interest Entities ("VIE(s)"), we assess whether we are the primary beneficiary as prescribed by the accounting guidance on the consolidation of VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. See Note 5 to the accompanying notes to the consolidated financial statements for more details. Segment Reporting As of December 25, 2016, as a result of the Spin-Off of Bagger Dave’s as further described in Note 2 to the consolidated financial statements, the Company has one operating and reportable segment. Fiscal Year The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. Fiscal year 2016 ended on December 25, 2016 and was comprised of 52 weeks. Fiscal year 2015 ended on December 27, 2015 was comprised of 52 weeks . Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits in banks. The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash and cash equivalents. The Company, at times throughout the year, may, in the ordinary course of business, maintain cash balances in excess of federally-insured limits. Management does not believe the Company is exposed to any unusual risks on such deposits. Accounts Receivable Accounts receivable primarily consist of contractually determined receivables from BWLD for local media advertising reimbursements and are stated at the amount management expects to collect. Balances that are outstanding after management has used reasonable collection efforts are written off with a corresponding charge to bad debt expense or deferred rent as applicable. There was no allowance for doubtful accounts necessary at December 25, 2016 and December 27, 2015 . Gift Cards The Company records gift cards under a BWLD system-wide program. Gift cards sold are recorded as a gift card liability. When redeemed, the gift card liability account is offset by recording the transaction as revenue. At times, gift card redemptions can exceed amounts due to BWLD for gift card purchases resulting in an asset balance. Under this centralized system, any breakage would be recorded by Blazin Wings, Inc., a subsidiary of BWLD, and is subject to the breakage laws in the state of Minnesota, where Blazin Wings, Inc. is located. The Company's gift card liability was $0.1 million as of December 25, 2016 . At December 27, 2015 , the Company had an asset of $0.1 million relating to gift cards. Inventory Inventory consists mainly of food and beverage products and is accounted for at the lower of cost or market using the first in, first out method of inventory valuation. Cash flows related to inventory sales are classified in net cash provided by operating activities in the Consolidated Statements of Cash Flows. Prepaids and Other Long-Term Assets Prepaid assets consist principally of prepaid rent, insurance and contracts and are recognized ratably as operating expense over the period of future benefit. Other assets consist primarily of security deposits for operating leases and utilities. Property and Equipment Property and equipment are recorded at cost. Equipment and furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years . Leasehold improvements, which include the cost of improvements funded by landlord incentives or allowances, are amortized using the straight-line method over the lesser of the term of the lease, without consideration of renewal options, or the estimated useful lives of the assets, which is typically five - 15 years . Maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the respective accounts and the related gains or losses are credited or charged to earnings. The Company capitalizes items associated with construction but not yet placed into service, known as construction in progress (“CIP”). Items capitalized include fees associated with the design, build out, furnishing of the restaurants, leasehold improvements, construction period interest (when applicable), equipment, and furniture and fixtures. Restaurant CIP is not amortized or depreciated until the related assets are placed into service. Items are placed into service according to their asset category when the restaurant is open for service. Intangible Assets Amortizable intangible assets consist of franchise fees, trademarks, non-compete agreements, favorable and unfavorable operating leases, and loan fees and are stated at cost, less accumulated amortization. Intangible assets are amortized on a straight-line basis over the estimated useful life, as follows: Franchise fees- 10 – 20 years , Trademarks- 15 years , Non-compete- 3 years , Favorable and unfavorable leases - over the term of the respective leases and Loan fees - over the term of the respective loan. Liquor licenses, if transferable, are deemed to have an indefinite life and are carried at the lower of fair value or cost. We identify potential impairments for liquor licenses by comparing the fair value with its carrying amount. If the fair value exceeds the carrying amount, the liquor licenses are not impaired. If the fair value of the asset is less than the carrying amount, an impairment charge is recorded. No impairments were recognized in fiscal years ended December 25, 2016 and December 27, 2015 . Impairment or Disposal of Long-Lived Assets We review long-lived assets quarterly to determine if triggering events have occurred which would require a test to determine if the carrying amount of these assets may not be recoverable based on estimated future cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the individual restaurant level. In the absence of extraordinary circumstances, restaurants are included in the impairment analysis after they have been open for two years. We evaluate the recoverability of a restaurant’s long-lived assets, including buildings, intangibles, leasehold improvements, furniture, fixtures, and equipment over the remaining life of the primary asset in the asset group, after considering the potential impact of planned operational improvements, marketing programs, and anticipated changes in the trade area. In determining future cash flows, significant estimates are made by management with respect to future operating results for each restaurant over the remaining life of the primary asset in the asset group. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value based on our estimate of discounted future cash flows. The determination of asset fair value is also subject to significant judgment. During the years ended December 25, 2016 and December 27, 2015, there were no impairments of long-lived assets pertaining to continuing operations. We account for exit or disposal activities, including restaurant closures, in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . Such costs include the cost of disposing of the assets as well as other facility-related expenses from previously closed restaurants. These costs are generally expensed as incurred. Additionally, at the date we cease using a property under an operating lease, we record a liability for the net present value of any remaining lease obligations, net of estimated sublease income. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred. Goodwill Goodwill is not amortized and represents the excess of cost over the fair value of identified net assets of businesses acquired. Goodwill is subject to an annual impairment analysis or more frequently if indicators of impairment exist. At both December 25, 2016 and December 27, 2015 , we had goodwill of $50.1 million . The goodwill is assigned to the Company's Buffalo Wild Wings reporting unit, which, due to the Spin-Off of Bagger Dave's on December 25, 2016, represents the Company's only reporting unit. The Company assesses goodwill for impairment on an annual basis by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. If carrying value exceeds fair value, a possible impairment exists and further evaluation is performed. ASC Topic 350-20, Intangibles - Goodwill and Other , gives companies the option to perform a one-step (Step zero) qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we assess relevant events and circumstances. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, the first and second steps of the goodwill impairment test would be necessary. Conversely, if it is not more likely than not that the fair value of the reporting unit is less than the carrying amount, further action would not be required. The quantitative impairment analysis, if necessary, consists of a two-step process. The first step is to compare the fair value of the reporting unit to its carrying value, including goodwill. We estimate fair value using market information (market approach) and discounted cash flow projections (income approach). The income approach uses the reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects market conditions. The projection uses management’s best estimates of projected revenue, costs and cash expenditures, including an estimate of new restaurant openings and related capital expenditures. Other significant estimates also include terminal growth rates and working capital requirements. We supplement our estimate of fair value under the income approach by using a market approach which estimates fair value by applying multiples to the reporting unit’s projected operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment analysis must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. If the carrying amount of the goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. As of December 25, 2016 , as a result of step zero of the qualitative assessment, the Company has concluded that its goodwill is recoverable. As of December 27, 2015 , based on our quantitative analysis, goodwill was considered recoverable. Deferred Rent Certain operating leases provide for minimum annual payments that increase over the life of the lease. Typically, our operating leases contain renewal options under which we may extend the initial lease terms for periods of five to 10 years . The aggregate minimum annual payments are expensed on a straight-line basis commencing at the start of our construction period and extending over the term of the related lease, including option renewals as deemed reasonably assured. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. The Company also accounts, in its straight-line computation, for the effect of any "rental holidays", "free rent periods", and "landlord incentives or allowances". Deferred Gains Deferred gains on the sale leaseback transaction described in Note 3 , are recognized into income over the life of the related operating lease agreements. Revenue Recognition Revenues from food, beverage and merchandise sales are recognized and generally collected at the point of sale. All sales taxes are presented on a net basis and are excluded from revenue. Advertising Advertising expenses associated with contributions to the BWLD advertising fund (between 3.00% and 3.15% of total net sales) are recorded as operating expenses as contributed, while all other advertising expenses are recorded in general and administrative expenses as incurred. Advertising expenses of continuing operations of $2.0 million and $4.3 million are included in other operating costs in the Consolidated Statements of Operations and advertising expense of $1.1 million and $0.9 million are included in general and administrative expenses in the Consolidated Statements of Operations for the years ended December 25, 2016 and December 27, 2015 , respectively. Advertising expenses in discontinued operations of $1.1 million and $2.7 million are presented as such in the Consolidated Statements of Operations for the years ended December 25, 2016 and December 27, 2015 , respectively. Pre-opening Costs Pre-opening costs are those costs associated with opening new restaurants and will vary based on the number of new locations opening and under construction. Pre-opening costs typically consist of manager salaries, relocation costs, supplies, recruiting expenses, certain marketing costs and costs associated with team member training. The Company also reclassifies labor costs that exceed the historical average for the first three months of restaurant operations that are attributable to training. These costs are expensed as incurred. Pre-opening costs in continuing operations were $0.6 million and $1.4 million for the years ended December 25, 2016 and December 27, 2015 , respectively. Excess labor cost incurred after restaurant opening and included in pre-opening cost were approximately $0.3 million and $0.6 million for the years ended December 25, 2016 and December 27, 2015 , respectively. Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The Company applies the provisions of ASC Topic 740, Income Taxes , regarding the accounting for uncertainty in income taxes. The Company classifies all interest and penalties as income tax expense. There are no accrued interest amounts or penalties related to uncertain tax positions as of December 25, 2016 and December 27, 2015 . Earnings Per Common Share Earnings per share are calculated under the provisions of FASB ASC 260, Earnings per Share, which requires a dual presentation of "basic" and "diluted" earnings per share on the face of the Consolidated Statements of Operations. Basic earnings per common share excludes dilution and is computed by dividing the net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share include dilutive common stock equivalents consisting of stock options determined by the treasury stock method. Restricted stock awards contain non-forfeitable rights to dividends, making such awards participating securities. The calculation of basic and diluted earnings per share uses an earnings allocation method to consider the impact of restricted stock. Share-based Compensation The Company estimates the fair value of stock option awards utilizing the Black-Scholes pricing model. The fair value of the awards is amortized as compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period. The fair value of restricted shares is equal to the number of restricted shares issued times the Company’s stock price on the date of grant and is amortized as compensation expense on a straight-line basis over the service period of the award. Concentration Risks Approximately 77.4% and 76.1% of the Company's continuing revenues for the years ended December 25, 2016 and December 27, 2015 , respectively, were generated from food and beverage sales from restaurants located in the Midwest region. The remaining 22.6% and 23.9% of the Company's continuing revenues for the years ended December 25, 2016 and December 27, 2015 , respectively, were generated from food and beverage sales from restaurants located in Florida. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Interest Rate Swap Agreements The Company utilizes interest rate swap agreements with Citizens Bank, N.A. (“Citizens”) to fix interest rates on a portion of the Company’s portfolio of variable rate debt, which reduces exposure to interest rate fluctuations. Our derivative financial instruments are recorded at fair value on the Consolidated Balance Sheets. The effective portion of changes in the fair value of derivatives which qualify for hedge accounting is recorded in other comprehensive income and is recognized in the Consolidated Statements of Operations when the hedged item affects earnings. Ineffective portion of the change in fair value of a hedge would be recognized in income immediately. The Company does not use any other types of derivative financial instruments to hedge such exposures, nor does it use derivatives for speculative purposes. The interest rate swap agreements associated with the Company’s current debt agreements qualify for hedge accounting. As such, the Company records the change in the fair value of its swap agreements as a component of accumulated other comprehensive income (loss), net of tax. The Company records the fair value of its interest swaps on the Consolidated Balance Sheets in other long-term assets or other liabilities depending on the fair value of the swaps. See Note 10 and Note 17 for additional information on the interest rate swap agreements. Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-04, Topic 350: Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplified wording and removes step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting units carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step 2 of the goodwill test. We do not expect the standard will have a significant impact. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020, with early adoption permitted for interim or annual goodwill impairment tests on testing dates after January 1, 2017. In August 2016, the FASB issued ASU 2016-15, Topic 230: Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-15 clarifies current GAAP that is either unclear or does not include specific guidance on a number of specific issues. The amendments set forth are an improvement to GAAP because they provide guidance for each issue and reduce the current and potential future diversity in practice. ASU 2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the pending adoption of ASU 2016-15 and the impact it will have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Topic 718: Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. Beginning in fiscal 2017, the tax effects of awards will be recognized in the statement of operations. In addition, the Company will account for forfeitures as they occur. In February 2016, FASB issued ASU 2016-02, Leases . ASU 2016-02 requires that lease arrangements longer than 12 months result in a lessee recognizing a lease asset and liability. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We believe the adoption of ASU 2016-02 will materially impact our consolidated financial statements by significantly increasing our non-current assets and non-current liabilities on our consolidated balance sheets in order to record the right of use assets and related lease liabilities for our existing operating leases. We are currently unable to estimate the impact of the updated guidance on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. Most recent updates to the standard delay the required adoption by one year, now effective for annual periods beginning after December 15, 2018, and interim periods therein. We are currently evaluating the impact of our pending adoption of ASU 2014-09, although based on the nature of our business we do not expect the standard will have a significant impact on our consolidated financial statements. We reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to our operations or that no material effect is expected on our consolidated financial statements as a result of future adoption. Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Topic 740: Balance Sheet Classification of Deferred Taxes (“ASU No. 2015-17”), which simplifies the presentation of deferred income taxes. ASU No. 2015-17 provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The Company adopted this standard as of December 27, 2015, with prospective application. The adoption of ASU No. 2015-17 had no impact on the Company’s Consolidated Statements of Operations and Comprehensive Loss. In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest ( Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. This ASU adds paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 states that given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit. The Company has historically recorded and will continue to record, debt issuance costs associated with the line-of-credit as an asset and subsequently amortize the deferred costs over the term of the line-of-credit, with there being no impact on previously issued financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest, which updates guidance on the presentation of debt issuance costs. The guidance requires debt issuance costs to be presented as a direct deduction of debt balances on the statement of financial position, similar to the presentation of debt discounts. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. We retrospectively adopted this guidance in First Quarter 2016. This resulted in a reclassification of the December 27, 2015 Consolidated Balance Sheet of $345,317 from Intangible assets, net to Current portion of long-term debt and Long-term debt, in the amounts of $27,002 and $318,315 , respectively. |
DISCONTINUED OPERATIONS (Notes)
DISCONTINUED OPERATIONS (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS Spin-Off of Bagger Dave's On August 4, 2016, DRH announced that its Board of Directors unanimously approved a plan to pursue a tax-free spin-off of its Bagger Dave's business. Pursuant to this plan, DRH contributed its 100.0% owned entity, AMC Burgers, LLC and certain real estate entities into Bagger Dave's Burger Tavern, Inc., a newly created Nevada company, which was then spun-off into a stand-alone, publicly traded company on the over-the-counter exchange. AMC Burger, Inc. owns and operates all of the Bagger Dave's Burger Tavern ® restaurants and the real estate entities held certain real estate related to the restaurants before the real estate was sold in 2014 and 2015. In connection with the Spin-Off, DRH contributed certain assets, liabilities and employees currently related to its Bagger Dave's businesses. Intercompany balances due to/from DRH, which included amounts from sales, were contributed to equity of Bagger Dave's. The Spin-Off was effected on December 25, 2016 via a one-for-one distribution of common shares in Bagger Dave's to DRH holders of record on December 19, 2016. As part of the Spin-Off transaction, DRH agreed to fund a one-time $2.0 million cash distribution to Bagger Dave's and agreed that, if deemed necessary within twelve months after the date of the Spin-Off, up to $1 million of additional cash funding may be considered upon approval by DRH and its lenders. Prior to the Spin-Off, Bagger Dave’s was a co-obligor on a joint and several basis with the Company on its $155.0 million senior secured credit facility. The Company’s debt under this facility remained with the Company and Bagger Dave’s was released as a borrower. As a result, this debt was not assigned to discontinued operations. Additionally, DRH retained substantially all of the tax benefits (net operating loss and tax credit carryforwards) generated by Bagger Dave's prior to the date of the transaction representing an amount sufficient to offset pre-tax income totaling over $50 million at current estimated tax rates. See Note 12 for additional information related to income taxes. DRH decided to spin-off Bagger Dave's after considering all reasonable strategic and structural alternatives because of the disparity between the operating models of its two brands, BWW as franchisee, and Bagger Dave's as an owned concept. The management teams of Bagger Dave's and DRH agreed that the nature of the two concepts varied greatly, and that each will be more valuable and operate more effectively independently of one another. Bagger Dave's is a concept developed by the management team of DRH. In contrast to operating a franchised concept like BWW it has no development restrictions and the flexibility to enhance brand attributes such as logos, trade dress and restaurant design, change its menu offering and improve its operational model in an effort to better align with guest expectations. To manage these functions effectively, specific resources are required that are not necessary for a franchisee. For example, menu development, purchasing and brand marketing are critical to the success of Bagger Dave's but not necessary for a BWW franchisee since these functions are managed by the franchisor. Additional considerations were contemplated with respect to growth potential. As a start-up brand, Bagger Dave's has a higher growth potential while BWW, being a mature brand and as a franchisee, has more limits to its organic growth potential due to its development rights. In conjunction with the Spin-Off, DRH entered into a transition services agreement (the "TSA") with Bagger Dave's pursuant to which DRH will provide certain information technology and human resources support, limited accounting support, and other minor administrative functions at no charge. The TSA is intended to assist the discontinued component in efficiently and seamlessly transitioning to stand on its own. The agreement expires in December 2017 at which time the parties may negotiate which services will be required on an ongoing basis and the fees that will be charged for such services. Information related to Bagger Dave's has been reflected in the accompanying consolidated financial statements as follows: • Consolidated Balance Sheets - as a result of the Spin-Off of Bagger Dave's, effective December 25, 2016 , the Bagger Dave's assets and liabilities as of December 27, 2015 have been presented as discontinued operations. • Consolidated Statements of Operations - Bagger Dave's results of operations for the years ended December 25, 2016 and December 27, 2015 have been presented as discontinued operations. There was no gain or loss on the transaction recorded. • Consolidated Statements of Cash Flows - The Bagger Dave's cash flows from operating and investing activities for the years ended December 25, 2016 and December 27, 2015 have been presented separately on the face of the cash flow statements. The Bagger Dave's cash flows from financing activities for these years have not been separately reported on the consolidated statements of cash flows since there was only one financing function for both entities. The following are major classes of line items constituting pre-tax loss from discontinued operations: Fiscal Years Ended December 25, 2016 December 27, 2015 Revenue $ 20,741,427 $ 27,685,331 Restaurant operating costs (exclusive of depreciation and amortization) (21,436,377 ) (29,606,736 ) General and administrative expenses (2,881,467 ) (3,966,240 ) Depreciation and amortization (3,353,194 ) (4,659,689 ) Pre-opening costs (362,064 ) (1,804,768 ) Other income 11,066 39,649 Impairment and loss on asset disposals (2,946,387 ) (13,275,670 ) Loss from discontinued operations before income taxes (10,226,996 ) (25,588,123 ) Income tax benefit (585,467 ) (9,902,493 ) Total loss from discontinued operations $ (9,641,529 ) $ (15,685,630 ) The operating results of the discontinued operations include only direct expenses incurred by Bagger Dave’s. Discontinued operations exclude certain corporate functions that were previously allocated to Bagger Dave’s. Interest expense was not allocated to discontinued operations because the Company’s debt under the $155 million secured credit facility remained with the Company. The following are major classes of line items for assets and liabilities of discontinued operations at December 27, 2015: ASSETS Current assets, discontinued operations: Cash and cash equivalents $ 700,638 Accounts receivable 373,619 Inventory 336,205 Prepaid assets 303,967 Total current assets, discontinued operations 1,714,429 Long-term assets, discontinued operations: Property and equipment, net 19,917,050 Deferred tax assets, net 8,951,494 Intangible assets, net 793,753 Other long-term assets 164,877 Total long-term assets, discontinued operations $ 29,827,174 LIABILITIES Current liabilities, discontinued operations: Accounts payable $ 1,847,242 Accrued compensation 679,408 Other accrued liabilities 1,427,859 Current portion of deferred rent 189,068 Total current liabilities, discontinued operations 4,143,577 Long-term liabilities, discontinued operations: Deferred rent 926,587 Other liabilities 707,743 Total long-term liabilities, discontinued operations $ 1,634,330 During 2015 , the Company closed 11 underperforming Bagger Dave's locations. The Company recorded expenses totaling $10.8 million , consisting of property and equipment impairment charges, exit costs associated with lease obligations, employee terminations costs and other obligations in connection with the closures. These expenses are reflected in discontinued operations in the Consolidated Statements of Operations for the fiscal year ended December 27, 2015 . The following table summarizes the Company’s accrual activity related to facility closures during the fiscal years ended December 25, 2016 and December 27, 2015 : Fiscal 2016 Fiscal 2015 Beginning of the year $ 1,247,186 $ — Charges — 1,322,308 Cash payments (1,140,033 ) (75,122 ) End of the year $ 107,153 $ 1,247,186 The closure liability of $0.1 million was retained by the Company after the Spin-Off of Bagger Dave's, as it is responsible for certain ongoing lease payments associated with the closures. At December 25, 2016 and December 27, 2015 , there were $0 and $0.9 million , respectively, of fixed and intangible assets for the closed locations held for sale. Based on impairment indicators that existed in the fourth quarter of 2016, the Company performed an impairment analysis on certain long-lived assets relating to Bagger Dave's and recorded an impairment charge of $3.5 million related to seven locations where the carrying amount of the assets was not considered recoverable based on the estimated future cash flows of the restaurants. An impairment analysis relating to certain Bagger Dave's long-lived assets was also performed in 2015 and an impairment charge of $2.8 million relating to four locations was recorded. The impairment charges for both years are recorded in discontinued operations. The following is a summary of the expenses recognized in discontinued operations in the Consolidated Statement of Operations during the years ended December 25, 2016 and December 27, 2015 related to the restaurant closures and impairment of property and equipment: Description Fiscal 2016 Fiscal 2015 Property and equipment impairments $ 3,548,515 $ 12,701,875 Facility closure and other expenses — 733,834 Severance expense — 154,764 $ 3,548,515 $ 13,590,473 During 2016 and 2015, Bagger Dave's recorded other asset disposal gains of $0.6 million and losses of $0.6 million , respectively, in discontinued operations. Prior to the Spin-Off, Bagger Dave's was a reportable segment of the Company. Following the Spin-Off, there were no assets or liabilities remaining from the Bagger Dave's operations as of December 25, 2016. See Note 5 for a discussion of involvement the Company will continue to have with Bagger Dave's after the Spin-Off. |
SIGNIFICANT BUSINESS TRANSACTIO
SIGNIFICANT BUSINESS TRANSACTIONS | 12 Months Ended |
Dec. 25, 2016 | |
Schedule Of Significant Business Transactions [Abstract] | |
SIGNIFICANT BUSINESS TRANSACTIONS | SIGNIFICANT BUSINESS TRANSACTIONS Sale leaseback transactions On October 6, 2014, the Company entered into a sale leaseback agreement for $15.7 million with a third-party Real Estate Investment Trust (“REIT”) and included the sale of six locations. In Q4 2014, we closed on 5 of the 6 properties, with total proceeds of $12.2 million . In connection with the closing of the sale-leaseback transactions in Q4 2014, the Company recorded losses of approximately $0.2 million , which is included in loss on asset disposals on the Consolidated Statements of Operations. The Company also recorded deferred gains of $1.9 million for the properties sold at a gain as of December 28, 2014. We closed on the remaining property in August 2015 and received total proceeds of $3.5 million and recorded losses of $0.2 million , which is recorded in loss on asset disposals on the Consolidated Statements of Operations. Pursuant to the terms of each sale-leaseback transaction, we transferred title of the real property to the purchaser after final inspection and, in turn, entered into separate leases with the purchaser having a 15 -year basic operating lease term plus four separate 5 -year renewal options. At December 25, 2016 and December 27, 2015 , $0.1 million and $0.1 million of the deferred gain was recorded in other accrued liabilities, respectively, and $1.5 million and $1.7 million of the deferred gain was recorded in other liabilities, respectively, on the Consolidated Balance Sheets. The gains will be recognized into income as an offset to rent expense over the life of the related lease agreements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 25, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS St. Louis - June 29, 2015 On June 29, 2015, the Company completed the acquisition of substantially all of the assets of A Sure Wing, LLC, a Missouri limited liability company (“ASW”). The assets acquired consist primarily of 18 existing BWW restaurants, 15 in Missouri and three in Illinois. As consideration for the acquisition of the assets, the Company paid $54.0 million in cash at closing, subject to adjustment for cash on hand, inventory and certain prorated items. The Seller reimbursed the Company for one-half of all fees imposed by BWLD under its franchise agreements for the transfer of these restaurants. The acquisition not only provides greater geographic diversity to the Company’s restaurant portfolio, but also control of an entire market, as no other franchisee or BWLD restaurants compete in the St. Louis metropolitan area. The following table summarizes the fair values of net assets acquired and liabilities assumed: Working capital $ 413,232 Fixed assets 13,993,000 Intangible assets 505,000 Favorable lease 112,344 Unfavorable lease (58,797 ) Goodwill 39,098,451 Net Cash paid for acquisition $ 54,063,230 The excess of the purchase price over the aggregate fair value of assets acquired is allocated to goodwill, which will be deductible for tax purposes. The results of operations of these locations are included in our Consolidated Statements of Operations from the date of acquisition. The following table summarizes the unaudited pro forma financial information from continuing operations as if the acquisition had occurred at the beginning of the fiscal year ended December 27, 2015 : December 27, 2015 Revenue $ 165,795,995 Net income 435,110 Basic net income per share 0.02 Diluted net income per share 0.02 The results of operations from the acquisition are included in the Company's results beginning June 29, 2015. The actual amounts of revenue and net income that are included in continuing operations in the accompanying Consolidated Statements of Operations for the period of June 29, 2015 to December 27, 2015 is $20.9 million and $25,095 , respectively. For additional information pertaining to the ASW acquisition refer to the 8-K/a filed on September 3, 2015. |
UNCONSOLIDATED VARIABLE INTERES
UNCONSOLIDATED VARIABLE INTEREST ENTITIES (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Guarantees [Abstract] | |
UNCONSOLIDATED VARIABLE INTEREST ENTITIES | UNCONSOLIDATED VARIABLE INTEREST ENTITIES After the Spin-Off of Bagger Dave’s and the related discontinuation of its operations described in Note 2 , the Company remains involved with certain activities that result in Bagger Dave’s being considered a variable interest entity (VIE). This conclusion results primarily from the existence of guarantees by the Company of certain Bagger Dave’s leases as described below under "Lease Guarantees". While the Company holds a variable interest in Bagger Dave’s, it is not considered to be its primary beneficiary because it does not have the power to direct the activities of Bagger Dave’s. Specifically, we considered the fact that, although two of the Company’s board members are currently also on Bagger Dave’s board and a third Bagger Dave’s director is currently also an executive officer of the Company, there are no agreements in place that require these board members and executive officer to vote in the interests of the Company. In other words, these board members and executive officer do not represent the Company in their capacity as Bagger Dave’s directors. Furthermore, these directors remain on the board of Bagger Dave’s so long as the shareholders annually elect them. At any time, these board members can be replaced by a vote of the Bagger Dave’s shareholders. As a result, the Company does not consolidate the VIE. Lease Guarantees At December 25, 2016 the Company is a guarantor for eighteen ( 18 ) leases, two of which now relate to an unaffiliated party. In the event the respective lessees cannot make their lease payments, the Company may become responsible for the payments under its guarantee. In accordance with ASC 460, Guarantees , the Company evaluated its liability from the Bagger Dave's lease guarantees first by estimating the non-contingent component representing the estimated fair market value of the guarantees at inception, and recorded a liability in the amount of $0.3 million as of December 25, 2016, which is included in other liabilities on the Consolidated Balance Sheet. No liability had previously been recorded as a result of the affiliate relationship between the Company and Bagger Dave’s. Secondly, the Company considered the contingent component of the guarantees and concluded that, as of December 25, 2016, no loss exposure under the guarantees was probable because, among other things, each of the Bagger Dave's restaurants subject to the leases is either currently operating or the lease has been assigned or sublet to another tenant who is responsible for, and making, the lease payments. The Company has determined that its maximum exposure resulting from the lease guarantees includes approx. $9.8 million of future minimum lease payments plus potential additional payments to satisfy maintenance, property tax and insurance requirements under the leases. The terms and conditions of the guarantees vary, and each guarantee has an expiration date which may or may not correspond with the end of the underlying lease term. These expiration dates range from one ( 1 ) year to thirteen ( 13 ) years as of December 25, 2016. In the event that the Company is required to perform under any of its lease guarantees, we do not believe a liability to the Company would be material because we would first seek to minimize its exposure by finding a suitable tenant to sub-lease the space. In many cases, a replacement tenant can be found and the lessor could agree to release the Company from its future guarantee obligation. During 2015, 11 Bagger Dave’s locations were closed, 9 of which had DRH lease guarantees. Of the 9 guaranteed leases, new tenants were found to step into the Company’s obligations for 5 locations in 3 to 14 months from the date of closure, 3 guarantees expired or were terminated, and 1 remains an obligation of the Company. In reaching our conclusion, we also considered the following: • the financial condition of Bagger Dave’s, including its ability to service the lease payments on the locations it continues to operate; • its recent history of incurring operating losses, along with the more recent trends in its business after completing the closure of 11 underperforming locations and rationalizing the cost structure both of its remaining 18 restaurants and its general and administrative costs; • its liquidity position and the actions available to it should its liquidity deteriorate to such a degree that its ability to service required lease payments is threatened; and • the actions available to the Company to avoid or mitigate potential losses should Bagger become unable to service one or more of the leases that the Company guarantees. The following is a detailed listing of all Bagger Dave's leases that include a guarantee by the Company as of December 25, 2016: Location of lease Status of location Guarantee expiry date Liability recognized on balance sheet Future guaranteed lease payments Grandville, MI Closed 05/12/17 $ 893 $ 28,698 Holland, MI Closed 10/09/17 2,101 67,500 Bloomfield, MI Open 01/14/18 2,788 89,583 Shelby Township, MI Open 01/31/18 2,623 84,270 West Chester Township, MI Open 02/01/18 2,866 92,083 Woodhaven, MI Open 11/30/18 4,426 142,217 Traverse City, MI Open 01/31/19 5,887 189,167 Fort Wayne, IN Open 01/31/19 5,424 174,273 Grand Blanc, MI Open 01/31/20 6,759 217,167 Centerville, MI Open 11/30/20 13,293 427,135 Chesterfield Township, MI Open 12/31/20 8,092 260,000 E. Lansing, MI Open 09/10/21 2,334 75,000 Birch Run, MI Open 12/31/24 23,557 756,925 Berkley, MI Open 06/08/29 32,532 1,045,320 Cascade Township, MI Open 06/08/29 29,856 959,334 Avon, IL Closed 06/30/29 48,658 1,563,484 Greenwood, IL Closed 06/30/29 50,372 1,618,560 Canton, MI Open 06/30/30 63,541 2,041,689 Totals $ 306,000 $ 9,832,405 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 25, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment are comprised of the following: December 25, 2016 December 27, 2015 Equipment $ 29,426,476 $ 26,547,394 Furniture and fixtures 7,275,923 6,426,708 Leasehold improvements 63,449,082 58,252,782 Restaurant construction in progress 94,595 782,219 Total 100,246,076 92,009,103 Less accumulated depreciation (43,616,045 ) (32,736,492 ) Property and equipment, net $ 56,630,031 $ 59,272,611 Depreciation expense for the year ended December 25, 2016 was $ 18.1 million , of which $ 14.7 million related to continuing operations and $ 3.4 million related to discontinued operations. Depreciation expense for the year ended December 27, 2015 was $ 16.6 million , of which $ 11.9 million related to continuing operations and $ 4.7 million related to discontinued operations. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible assets are comprised of the following: December 25, 2016 December 27, 2015 Amortized intangible assets Franchise fees $ 1,290,642 $ 1,278,142 Trademark 2,500 2,500 Non-compete 76,560 76,560 Favorable operating leases 351,344 351,344 Loan fees 368,083 368,083 Total 2,089,129 2,076,629 Less accumulated amortization (718,517 ) (510,875 ) Amortized intangible assets, net 1,370,612 1,565,754 Unamortized intangible assets Liquor licenses 1,295,752 1,279,209 Total intangible assets, net $ 2,666,364 $ 2,844,963 Amortization expense for both years ended December 25, 2016 and December 27, 2015 was $ 0.1 million . Amortization of favorable/unfavorable leases and loan fees are reflected as part of occupancy and interest expense, respectively. Loan fees written off to interest expense during both years ended December 25, 2016 and December 27, 2015 was $0.1 million. Based on the current intangible assets and their estimated useful lives, future intangible-related expense for the next five years and thereafter is projected as follows: Year Amount 2017 $ 175,281 2018 173,606 2019 173,048 2020 135,811 2021 87,094 Thereafter 625,772 Total $ 1,370,612 The aggregate weighted-average amortization period for intangible assets is 9.9 years . |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 25, 2016 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITES December 25, 2016 December 27, 2015 Sales tax payable $ 816,215 $ 854,264 Accrued interest 442,976 495,865 Accrued property taxes 490,809 320,189 Other 892,269 565,033 Total accrued other liabilities $ 2,642,269 $ 2,235,351 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 25, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Fees for monthly accounting and financial statement services are paid to an entity owned by a member of the DRH Board of Directors and a stockholder of the Company. Fees paid during the years ended December 25, 2016 and December 27, 2015 were $64,296 and $596,856 , respectively. As of December 25, 2016 and December 27, 2015 , we had unpaid fees of $0 and $14,631 , respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 25, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of the following obligations: December 25, 2016 December 27, 2015 $120.0 million term loan - the rate at December 25, 2016 and December 27, 2015 was 4.12% and 3.86%, respectively. $ 99,698,616 $ 115,833,333 $30.0 million development line of credit, converted to $18.2 million facility term loan in December 2016 - the rate at December 25, 2016 and December 27, 2015 was 4.21% and 3.86%, respectively. 18,199,476 11,090,323 $5.0 million revolving line of credit - the rate at December 25, 2016 was 6.25%. 4,000,000 — Unamortized discount and debt issuance costs (712,072 ) (667,666 ) Total debt 121,186,020 126,255,990 Less current portion (11,307,819 ) (9,891,825 ) Long-term debt, net of current portion $ 109,878,201 $ 116,364,165 On June 29, 2015, the Company entered into a $155.0 million senior secured credit facility with a syndicate of lenders led by Citizens (the “June 2015 Senior Secured Credit Facility”) with a senior lien on all the Company’s personal property and fixtures. The June 2015 Senior Secured Credit Facility consists of a $120.0 million term loan (the “June 2015 Term Loan”), a $30.0 million , subsequently amended to $23.0 million (see amendment details immediately following this paragraph), development line of credit (the “June 2015 DLOC”) and a $5.0 million (see amendment details immediately following this paragraph) revolving line of credit (the “June 2015 RLOC”). The Company used approximately $65.5 million of the June 2015 Term Loan to refinance existing outstanding debt and used approximately $54.0 million of the June 2015 Term Loan to finance the acquisition discussed in Note 4 . The remaining balance of the June 2015 Term Loan, approximately $0.5 million , was used to pay the fees, costs, and expenses associated with the closing of the June 2015 Senior Secured Credit Facility. The June 2015 Term Loan is for a period of five years . On December 23, 2016, the Company entered into an amendment agreement for purposes of, among other things, releasing the Bagger Dave’s entities as borrowers and releasing all related liens on the Bagger Dave’s assets. In addition, the amendment (a) converted the amounts then outstanding under the June 2015 DLOC to a development facility term loan (the “DF Term Loan”), (b) canceled $6.8 million previously available under the June 2015 DLOC, and (c) extended the maturity date on the remaining $5.0 million under the June 2015 DLOC to June 29, 2018. Payments of principal are based upon a 12 -year straight-line amortization schedule, with monthly principal payments totaling $833,333 on the June 2015 Term and $126,385 on the DF Term Loan, plus accrued interest. The entire remaining outstanding principal and accrued interest on the June 2015 Term Loan and the DF Term Loan is due and payable on the maturity date of June 29, 2020. Availability under the June 2015 DLOC is subject to certain limitations relative to actual development costs, and outstanding balances convert into an additional DF Term Loan based on the terms of the agreement, at which time monthly principal payments will be due based on a 12 -year straight-line amortization schedule, plus interest, through maturity on June 29, 2020. There were no balances outstanding under the June 2015 DLOC at December 25, 2016. If the DLOC is not fully drawn by the end of the two years term, the outstanding principal balance becomes due based on the 12 - year amortization period with final payment due June 29, 2020. The June 2015 RLOC is for a term of five years . The interest rate for each of the loans, as selected by the borrower, is based upon either a LIBOR or base rate (generally Prime or Fed Funds) plus an applicable margin, which ranges from 2.25% to 3.5% for LIBOR loans and from 1.25% to 2.5% for base rate loans, depending on the lease adjusted leverage ratio as defined in the agreement Fees related to the term debt are recorded as debt discount and fees related to the DLOC and RLOC are capitalized as intangible assets. Debt issuance costs represents legal, consulting and financial costs associated with debt financing. As a result of the December 2016 Amendment, the Company incurred $197,889 of debt issuance costs recorded as a part of debt discount. Debt discount and debt issuance cost related to term debt, net of accumulated amortization, totaled $712,072 and $667,666 , at December 25, 2016 and December 27, 2015 , respectively. The unamortized portion of capitalized debt issuance costs related to the DLOC and RLOC totaled $244,336 and $324,256 , at December 25, 2016 and December 27, 2015 , respectively. Debt discount and debt issuance cost are amortized over the life of the debt and are recorded in interest expense using the effective interest method. Based on the long-term debt terms that existed at December 25, 2016 , the scheduled principal maturities, net of unamortized discount, for the next five years and thereafter are summarized as follows: Amount 2017 $ 11,307,819 2018 11,319,774 2019 11,319,034 2020 87,239,393 2021 — Thereafter — Total $ 121,186,020 Interest expense was $5.8 million and $4.2 million for the years ended December 25, 2016 and December 27, 2015 , respectively. The current debt agreement contains various customary financial covenants generally based on the performance of the specific borrowing entity and other related entities. The more significant covenants consist of a minimum debt service coverage ratio and a maximum lease adjusted leverage ratio. As of December 25, 2016 the Company was in compliance with the loan covenants. At December 25, 2016 , the Company has six interest rate swap agreements to fix a portion of the interest rates on its variable rate debt. The swap agreements all qualify for hedge accounting. Under the swap agreements, the Company receives interest at the one -month LIBOR and pays a fixed rate. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 1 and Note 17 for additional information pertaining to interest rate swaps. The following summarizes the fair values of derivative instruments designated as cash flow hedges which were outstanding: December 25, 2016 Interest rate swaps Rate Expires Notional amounts Derivative assets Derivative liabilities April 2012 1.4% April 2019 $ 5,333,333 $ — $ 21,037 October 2012 0.9% October 2017 2,357,143 — 723 July 2013 1.4% April 2018 4,761,905 — 18,949 May 2014 1.5% April 2018 9,285,714 — 58,359 January 2015 1.8% December 2019 21,119,048 — 271,144 August 2015 2.3% June 2020 49,696,875 — 1,045,279 Total $ 92,554,018 $ — $ 1,415,491 December 27, 2015 Interest rate swaps Rate Expires Notional amounts Derivative assets Derivative liabilities April 2012 1.4% April 2019 $ 7,619,048 $ — $ 56,280 October 2012 0.9% October 2017 3,214,286 — 3,027 July 2013 1.4% April 2018 8,190,476 — 60,164 May 2014 1.5% April 2018 11,428,571 — 122,716 January 2015 1.8% December 2019 20,547,619 — 415,459 August 2015 2.3% June 2020 49,696,875 — 867,609 Total $ 100,696,875 $ — $ 1,525,255 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 25, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCK-BASED COMPENSATION | SHARE-BASED COMPENSATION The Company established a Stock Incentive Plan in 2011 (“Stock Incentive Plan”) to attract and retain directors, consultants, and team members and to align their interests with the interests of the Company’s shareholders through the opportunity for increased stock ownership. The plan permits the grant and award of 750,000 shares of common stock by way of stock options and/or restricted stock. Stock options must be awarded at exercise prices at least equal to or greater than 100.0% of the fair market value of the shares on the date of grant. The options will expire no later than 10 years from the date of grant, with vesting terms to be defined at grant date, ranging from a vesting schedule based on performance to a vesting schedule that extends over a period of time as selected by the Compensation Committee of the Board of Directors (the “Committee”) or another committee as determined by the Board of Directors. The Committee also determines the grant, issuance, retention, and vesting timing and conditions of awards of restricted stock. The Committee may place limitations, such as continued employment, passage of time, and/or performance measures, on restricted stock. Awards of restricted stock may not provide for vesting or settlement in full of restricted stock over a period of less than one year from the date the award is made. Restricted stock awards During fiscal 2016 and 2015 , restricted shares were issued to certain team members at a weighted-average grant date fair value of $1.47 and $3.56 , respectively. Based on the Stock Award Agreement, shares typically vest ratably over either a one or three year period, or on the third anniversary of the grant date, as determined by the Committee. Unrecognized share-based compensation expense of $0.5 million and $0.6 million at December 25, 2016 and December 27, 2015 , respectively, will be recognized over the remaining weighted-average vesting period of 1.9 years . The total fair value of shares vested during years ended December 25, 2016 and December 27, 2015 was $0.3 million and $0.2 million , respectively. Under the Stock Incentive Plan, there are 69,791 and 365,051 shares available for future awards at December 25, 2016 and December 27, 2015 , respectively. The following table presents the restricted stock transactions for fiscal 2016 : Number of Restricted Stock Shares Unvested, December 27, 2015 241,124 Granted 398,164 Vested (72,966 ) Vested shares tax portion (8,114 ) Forfeited (84,817 ) Unvested, December 25, 2016 473,391 As a result of the Spin-Off of Bagger Dave’s, all restricted shares previously awarded to Bagger Dave’s employees were vested on a pro rata basis for time served through December 25, 2016, and were otherwise forfeited. The following table presents the restricted stock transactions for fiscal 2015 : Number of Restricted Stock Shares Unvested, December 28, 2014 164,867 Granted 131,752 Vested (45,521 ) Vested shares tax portion (1,387 ) Forfeited (8,587 ) Unvested, December 27, 2015 241,124 On July 30, 2010, prior to the Stock Incentive Plan, DRH granted options for the purchase of 210,000 shares of common stock to the directors of the Company. These options are fully vested and originally expired six years from issuance. On August 13, 2015, 30,000 shares were exercised at a price of $2.50 per share. The intrinsic value of the options exercised was $6,300 . On July 28, 2016, the Stock Option Agreement of 2010 was amended to extend the expiration date of these options to July 31, 2019. The options can be exercised at a price of $2.50 per share. At December 25, 2016 , 180,000 shares of authorized common stock are reserved for issuance to provide for the exercise of the remaining options. The intrinsic value of outstanding options was negligible as of both December 25, 2016 and December 27, 2015 . Employee stock purchase plan The Company also reserved 250,000 shares of common stock for issuance under the Employee Stock Purchase Plan (“ESPP”). The ESPP is available to team members subject to employment eligibility requirements. Participants may purchase common stock at 85.0% of the lesser of the start or end price for the offering period. The plan has four offering periods, each start/end dates coincide with the fiscal quarter and are awarded on the last day of the offering period. During the December 25, 2016 and December 27, 2015 we issued 28,264 and 21,623 shares, respectively. Under the ESPP, there are 184,325 shares available for future purchase at December 25, 2016 . Share repurchase program In March 2015, the Board of Directors authorized a program to repurchase up to $1.0 million of the Company's common stock in open market transactions at market prices or otherwise. In April 2015, we repurchased $0.1 million in outstanding shares, representing 24,500 shares. The weighted average purchase price per share was $4.01 . Upon receipt, the repurchased shares were retired and restored to authorized but unissued shares of common stock. Share-based compensation Share-based compensation of $0.4 million and $0.4 million , was recognized during the years ended December 25, 2016 and December 27, 2015 , respectively, as compensation costs in the Consolidated Statements of Operations and as additional paid-in capital on the Consolidated Statements of Stockholders' Equity to reflect the fair value of shares vested. Preferred stock The Company has authorized 10,000,000 shares of preferred stock at a par value of $0.0001 . No preferred shares are issued or outstanding as of December 25, 2016 . Any preferences, rights, voting powers, restrictions, dividend limitations, qualifications, and terms and conditions of redemption shall be set forth and adopted by a Board of Directors' resolution prior to issuance of any series of preferred stock. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As of and for the fiscal year ended December 27, 2015 , the 2015 provision for income taxes (benefit) was reallocated among continuing operations and discontinued operations based upon a revised computation of income tax from continuing operations and a reallocation of the difference to discontinued operations as required by ASC 740. Reallocating the majority of the 2015 tax benefit to discontinued operations is consistent with the split of pretax income (loss), using the same assumptions and estimates originally used to prepare the provisions, and considering that the Bagger Dave's entities were separate legal entities and subsidiaries of the consolidated group. The allocation of income taxes (benefit) for the fiscal year ended December 25, 2016 was determined based on pretax income and the outcome of a restructuring completed prior to the Spin-Off which effectively triggered a tax status change of the legal entities making up the Bagger Dave's business in a manner which enables the continuing business parent entity to retain the majority of the tax benefits from losses and credits. Following the status change, the Company contributed all of the hard assets and liabilities of the Bagger Dave's entities into a newly formed entity, Bagger Dave's Burger Tavern, Inc., the stock of which was ultimately spun-off to shareholders. The income tax benefit allocated to discontinued operations for 2016 related to benefits generated during the period between the date that the Company contributed the hard assets and liabilities of the Bagger Dave's entities to Bagger Dave's Burger Tavern, Inc. and the date that the Spin-Off was completed. A valuation allowance reserve was deemed necessary for the net deferred tax assets of Bagger Dave's Burger Tavern, Inc., and the resulting deferred tax expense was allocated to continuing operations as required by ASC 740. The income tax benefit from continuing operations consists of the following components for the fiscal years ended December 25, 2016 and December 27, 2015 : Fiscal Years Ended December 25, 2016 December 27, 2015 Federal Current $ 19,911 $ — Deferred (1,823,443 ) (80,469 ) State Current (81,500 ) — Deferred (385,760 ) (3,045 ) Income tax benefit $ (2,270,792 ) $ (83,514 ) The benefit for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to loss before income loss. The items causing this difference are as follows: Fiscal Years Ended December 25, 2016 December 27, 2015 Income tax expense (benefit) at federal statutory rate $ 465,207 $ (200,728 ) State income tax, net of federal benefit 132,740 1,592 Permanent differences 70,206 1,508,666 Tax credits (1,748,632 ) (1,393,044 ) Benefit resulting from restructuring (3,016,513 ) — Change in valuation allowance (Bagger Dave's) 1,826,200 — Income tax benefit $ (2,270,792 ) $ (83,514 ) For the fiscal year ended December 25, 2016 , the Company recorded an expense of $1.8 million relating to Bagger Dave's deferred tax assets that were not expected to be realized. Due to the restructuring involving a tax status change that occurred prior to the Spin-Off, the continuing operations retained tax benefits that were generated by discontinued operations amounting to $3.0 million for the fiscal year ended December 25, 2016 . Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company expects the deferred tax assets to be fully realizable prior to expiration. Significant components of the Company's deferred income tax assets and liabilities are summarized as follows: December 25, 2016 December 27, 2015 Deferred tax assets: Net operating loss carry-forwards $ 11,223,494 $ 3,315,739 Deferred rent expense 752,897 124,764 Start-up costs 129,152 138,832 Tax credit carry-forwards 6,559,392 4,522,041 Interest rate swaps 481,267 518,589 Sale leaseback deferred gain 629,924 579,600 Share-based compensation 239,925 457,680 Accrued closure liabilities 36,432 31,281 Other 967,812 375,758 Total deferred tax assets $ 21,020,295 $ 10,064,284 Deferred tax liabilities: Tax depreciation in excess of book 2,366,739 4,486,770 Goodwill amortization in excess of book 2,402,628 1,208,831 Total deferred tax liabilities 4,769,367 5,695,601 Net deferred income tax assets $ 16,250,928 $ 4,368,683 In accordance with the provisions of ASC 740, a valuation allowance is established when it is more likely than not that some portion of the deferred tax assets will not be realized. Realization is dependent upon the generation of future taxable income or the reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. We consider the reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. On December 25, 2016 we completed the Spin-Off of Bagger Dave’s, which had previously generated significant pre-tax losses. After the Spin-Off, the majority of the net deferred tax assets were retained by the Company, which in its continuing operations has a history of profitability and is expected to continue to generate pre-tax income in the future. This expected operating performance combined with the planned opening of additional BWW restaurants will provide future taxable income that will enable the Company to utilize the tax benefits prior to their expirations, which begin in 2028. Management continually reviews the likelihood that deferred tax assets will be realized and the Company recognizes these benefits only as reassessment indicates that it is more likely than not that such tax benefits will be realized. There was no valuation allowance recorded for both fiscal years ended December 25, 2016 and December 27, 2015. While there is no allowance recorded against the deferred tax assets of the continuing operations, the Company incurred a one-time charge against the benefit for income taxes of $1.8 million . This charge is the result of certain deferred tax assets relating to discontinued operations that were determined to be unrealizable by Bagger Dave's and is allocable to continuing operations as required by ASC 740. The Company expects to use the net operating loss and general business tax credit carryforwards before their 20 -year expiration. A significant portion of the net operating loss carry forwards were created in the past three years with expiration dates between 2034 and 2036. As of December 25, 2016 and December 27, 2015 , the Company has available federal and state net operating loss carryforwards of approximately $33.0 million and $21.4 million , respectively. Of these amounts, approximately $0.7 million and $0.5 million , respectively, relates to share-based compensation tax deductions in excess of book compensation expense. Net operating losses relating to such benefits are not included in the table above. General business tax credits of $6.6 million will expire between 2028 and 2037 . The Company applies the provisions of ASC 740 regarding the accounting for uncertainty in income taxes. There are no amounts recorded on the Company's consolidated financial statements for uncertain positions. The Company classifies all interest and penalties as income tax expense. There are no accrued interest amounts or penalties related to uncertain tax positions as of December 25, 2016 . The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions, and is subject to U.S. Federal, state, and local income tax examinations for tax years 2012 through 2015. The Company is currently under IRS exam for the 2014 fiscal year. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 25, 2016 | |
Leases, Operating [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company's lease terms generally include renewal options, and frequently require us to pay a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs. Some restaurant leases provide for contingent rental payments based on sales thresholds. Total rent expense was $8.7 million and $7.0 million for the fiscal years ended December 25, 2016 and December 27, 2015 , respectively. Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for existing restaurants with initial or remaining lease terms in excess of one year at December 25, 2016 are summarized as follows: Year Amount 2017 $ 8,826,295 2018 8,421,826 2019 7,700,606 2020 7,561,189 2021 6,691,348 Thereafter 30,114,850 Total $ 69,316,114 Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for restaurants under development, with initial or remaining lease terms in excess of one year at December 25, 2016 are summarized as follows: Year Amount 2017 $ 87,500 2018 150,000 2019 150,000 2020 150,000 2021 150,000 Thereafter 2,793,250 Total $ 3,480,750 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 25, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Refer to Note 5 for a discussion of lease guarantees provided by the Company. The Company’s ADA requires DRH to open 42 restaurants by April 1, 2021. As of December 25, 2016 , we have opened 29 of the restaurants required by the ADA. The Company has one additional restaurant under development and is currently in discussion with BWLD with respect to both the timing and desirability of building the remaining 12 restaurants pursuant to the current ADA. The Company is required to pay BWLD royalties ( 5.0% of net sales) and advertising fund contributions ( 3.00% - 3.15% of net sales). In addition, the Company is required to spend an additional 0.25% - 0.5% of regional net sales related to advertising cooperatives for certain metropolitan markets for the term of the individual franchise agreements. The Company incurred $8.3 million and $7.2 million in royalty expense for the fiscal years ended December 25, 2016 and December 27, 2015 , respectively. Advertising fund contribution expenses were $5.5 million and $4.6 million for the fiscal years ended December 25, 2016 and December 27, 2015 , respectively. Amounts are recorded in Other operating costs on the Consolidated Statement of Operations. The Company is required by its various BWLD franchise agreements to modernize the restaurants during the term of the agreements. The individual agreements generally require improvements between the fifth and tenth year to meet the most current design model that BWLD has approved. The modernization costs for a restaurant are expected to range from $0.6 million to $0.8 million depending on an individual restaurant's needs. In 2016 and 2015, we had a defined contribution 401(k) plan whereby eligible team members could contribute pre-tax wages in accordance with the provisions of the plan. Each year the Company considers a discretionary contribution to the 401(k) plan. For fiscal 2016 and 2015 , the discretionary match was 100.0% of 2.0% contributed, which equated to $0.2 million in both years. In connection with the Spin-Off of Bagger Dave’s, the Company’s Board of Directors approved a cash distribution of $2.0 million to $3.0 million to Bagger Dave’s within twelve months of the transaction date. On December 25, 2016, the Company contributed $2.0 million in cash to Bagger Dave’s as part of the Spin-Off. The additional $1.0 million of funding by the Company would only be considered if deemed necessary, and would only be made if approved by the Company’s lenders. In October 2015, the Company settled two collective actions alleging violations of fair labor standards acts and minimum wage laws. The first action, Tammy Wolverton et al v. Diversified Restaurant Holdings, Inc. et al, was filed on March 31, 2014, in the United States District Court for the Eastern District of Michigan and made allegations regarding employees in Michigan. The second action, Lisa Murphy & Andre D. Jordan, Jr. v. Diversified Restaurants Holdings, Inc., et al, was filed on May 19, 2014, in United States District Court for the Northern District of Illinois, and made allegations involving employees in Illinois, Indiana and Florida. The actions, in which the plaintiffs were represented by the same legal counsel, contained mirror allegations that tipped servers and bartenders in the Company’s restaurants were required to perform general preparation and maintenance duties, or “non-tipped work,” for which they should be compensated at the minimum wage. In August 2016, the Company and A Sure Wing, LLC settled a third collective action that was filed on December 18, 2015 against AMC Wings, Inc. and the Company in the U.S. District Court for the Southern District of Illinois by plaintiffs, David, et. al. A Sure Wing, LLC, the seller of the 18 St. Louis BWW restaurants acquired by the Company on June 29, 2015, was also named as a defendant. Plaintiffs primarily alleged that former and current tipped workers at the above-mentioned companies were assigned to perform tasks outside the scope of their tipped positions, in violation of Illinois and federal law. The Company filed an indemnity claim against A Sure Wing, LLC and received a reciprocal indemnity claim from A Sure Wing, LLC. We believe that the Company’s wage and hour policies comply with the law and that we had meritorious defenses to the substantive claims in each of these matters. However, in light of the potential cost and uncertainty involved, we settled with the plaintiffs from the October 2015 collective actions for $1.9 million plus payroll taxes. A Sure Wing, LLC settled with the plaintiffs in the December 2015 matter and funded the settlement. As a result, the Company released its indemnity claim against A Sure Wing, LLC. Additionally, the Company is subject to ordinary and routine legal proceedings, as well as demands, claims and threatened litigation, which arise in the ordinary course of its business. The ultimate outcome of any litigation is uncertain. We have insured and continue to insure against most of these types of claims. A judgment on any claim not covered by or in excess of our insurance coverage could materially adversely affect our financial condition or results of operations. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 12 Months Ended |
Dec. 25, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE The following is a reconciliation of basic and fully diluted earnings per common share for the fiscal years ended December 25, 2016 and December 27, 2015 : December 25, 2016 December 27, 2015 Income (loss) from continuing operations $ 3,639,048 $ (506,862 ) Loss from discontinued operations (9,641,529 ) (15,685,630 ) Net loss $ (6,002,481 ) $ (16,192,492 ) Weighted-average shares outstanding 26,491,549 26,211,669 Effect of dilutive securities — — Weighted-average shares outstanding - assuming dilution 26,491,549 26,211,669 Earnings per common share from continuing operations $ 0.14 $ (0.02 ) Earnings per common share from discontinued operations (0.37 ) (0.60 ) Earnings per common share $ (0.23 ) $ (0.62 ) Earnings per common share - assuming dilution - from continuing operations 0.14 (0.02 ) Earnings per common share - assuming dilution - from discontinued operations (0.37 ) (0.60 ) Earnings per common share - assuming dilution $ (0.23 ) $ (0.62 ) For the year ended December 25, 2016 and December 27, 2015 , 473,391 and 241,124 shares, respectively, of unvested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. |
SUPPLEMENTAL CASH FLOWS INFORMA
SUPPLEMENTAL CASH FLOWS INFORMATION | 12 Months Ended |
Dec. 25, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOWS INFORMATION | SUPPLEMENTAL CASH FLOWS INFORMATION Cash paid for interest was $5.5 million and $3.1 million during the years ended December 25, 2016 and December 27, 2015 , respectively. Cash paid for income taxes was $0.1 million during the years ended December 25, 2016 and December 27, 2015 , respectively. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 25, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The guidance for fair value measurements, FASB ASC 820, Fair Value Measurements and Disclosures , establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use a three-tier fair value hierarchy based upon observable and non-observable inputs as follows: ● Level 1 Quoted market prices in active markets for identical assets and liabilities; ● Level 2 Inputs, other than level 1 inputs, either directly or indirectly observable; and ● Level 3 Unobservable inputs developed using internal estimates and assumptions (there is little or no market data) which reflect those that market participants would use. As of December 25, 2016 and December 27, 2015 , respectively, our financial instruments consisted of cash and cash equivalents; including money market funds, accounts receivable, accounts payable, interest rate swaps, lease guarantee liability, and debt. The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximate carrying value, due to their short-term nature. The fair value of our interest rate swaps is determined based on valuation models, which utilize quoted interest rate curves to calculate the forward value and then discount the forward values to the present period. The Company measures the fair value using broker quotes which are generally based on market observable inputs including yield curves and the value associated with counterparty credit risk. Our interest rate swaps are classified as a Level 2 measurement as these securities are not actively traded in the market, but are observable based on transactions associated with bank loans with similar terms and maturities. See Note 1 and Note 10 for additional information pertaining to interest rates swaps. The fair value of our lease guarantee liability is determined by calculating the present value of the difference between the estimated rate at which the Company and Bagger Dave’s could borrow money in a duration similar to the underlying lease guarantees. Our lease guarantees are classified as a Level 2 measurement as there is no actively traded market for such instruments. As of December 25, 2016 and December 27, 2015 , our total debt was approximately $121.2 million and $126.3 million , respectively, which approximated fair value because the applicable interest rates are adjusted frequently based on short-term market rates (Level 2). There were no transfers between levels of the fair value hierarchy during the fiscal years ended December 25, 2016 and December 27, 2015 , respectively. The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 25, 2016 : FAIR VALUE MEASUREMENTS Description Level 1 Level 2 Level 3 Asset/(Liability) Total Interest rate swaps $ — $ (1,415,491 ) $ — $ (1,415,491 ) Lease guarantee liability — (306,000 ) — (306,000 ) Total $ — $ (1,721,491 ) $ — $ (1,721,491 ) The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 27, 2015 : FAIR VALUE MEASUREMENTS Description Level 1 Level 2 Level 3 Asset / (Liability) Total Cash equivalents $ 2,000,000 $ — $ — $ 2,000,000 Interest rate swaps — (1,525,255 ) — (1,525,255 ) Total $ 2,000,000 $ (1,525,255 ) $ — $ 474,745 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 25, 2016 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table summarizes each component of Accumulated Other Comprehensive Loss ("OCL"): Year Ended December 25, 2016 Interest Rate Swaps Investments Total Beginning balance $ (1,006,667 ) $ — $ (1,006,667 ) Gain recorded to other comprehensive income 109,764 109,764 Tax benefit (expense) (37,319 ) (37,319 ) Other comprehensive income 72,445 — 72,445 Accumulated OCL $ (934,222 ) $ — $ (934,222 ) Year Ended December 27, 2015 Interest Rate Swaps Investments Total Beginning balance $ (171,352 ) $ (3,804 ) $ (175,156 ) Gain (loss) recorded to other comprehensive loss (1,265,783 ) 5,763 (1,260,020 ) Tax benefit (expense) 430,468 (1,959 ) 428,509 Other comprehensive income (loss) (835,315 ) 3,804 (831,511 ) Accumulated OCL $ (1,006,667 ) $ — $ (1,006,667 ) |
SUMMARY QUARTERLY FINANCIAL DAT
SUMMARY QUARTERLY FINANCIAL DATA (unaudited) | 12 Months Ended |
Dec. 25, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUMMARY QUARTERLY FINANCIAL DATA (unaudited) | SUMMARY QUARTERLY FINANCIAL DATA (unaudited) Fiscal Quarters March 27, June 26, September 25, December 25, Revenue $ 43,143,252 $ 40,951,181 $ 41,625,312 $ 40,801,180 Operating profit (loss) 3,115,981 1,387,085 1,946,629 854,276 Income (loss) before income taxes 1,710,783 (17,202 ) 519,205 (844,530 ) Net income (loss) from continuing operations $ 1,292,429 $ 234,344 $ 596,709 $ 1,515,566 Net income (loss) from discontinued operations $ (862,025 ) $ (416,770 ) $ (1,985,834 ) $ (6,376,900 ) Net income (loss) $ 430,404 $ (182,426 ) $ (1,389,125 ) $ (4,861,334 ) Basic earnings per share from: Continuing operations 0.05 0.01 0.02 0.06 Discontinued operations (0.03 ) (0.02 ) (0.07 ) (0.24 ) Basic net loss per share 0.02 (0.01 ) (0.05 ) (0.18 ) Fully diluted earnings per share from: Continuing operations 0.05 0.01 0.02 0.06 Discontinued operations (0.03 ) (0.02 ) (0.07 ) (0.24 ) Fully diluted net loss per share 0.02 (0.01 ) (0.05 ) (0.18 ) Weighted average number of common shares outstanding Basic 26,298,034 26,379,065 26,625,615 26,664,409 Diluted 26,298,034 26,379,065 26,625,615 26,664,409 Fiscal Quarters March 29, June 28, September 27, December 27, Revenue $ 31,852,089 $ 29,610,702 $ 41,033,963 $ 42,303,292 Operating profit (loss) 3,115,605 (868,414 ) 311,877 279,417 Income (loss) before income taxes 2,694,928 (728,452 ) (1,498,159 ) (1,058,693 ) Net income (loss) from continuing operations 1,548,301 (496,127 ) (915,059 ) (643,977 ) Net income (loss) from discontinued operations (1,285,659 ) (2,822,216 ) (2,666,476 ) (8,911,279 ) Net income (loss) $ 262,642 $ (3,318,343 ) $ (3,581,535 ) $ (9,555,256 ) Basic earnings per share from: Continuing operations $ 0.06 $ (0.02 ) $ (0.04 ) $ (0.02 ) Discontinued operations (0.05 ) (0.11 ) (0.10 ) (0.34 ) Basic net loss per share $ 0.01 $ (0.13 ) $ (0.14 ) $ (0.36 ) Fully diluted earnings per share from: Continuing operations $ 0.06 $ (0.02 ) $ (0.04 ) $ (0.02 ) Discontinued operations (0.05 ) (0.11 ) (0.10 ) (0.34 ) Fully diluted net loss per share $ 0.01 $ (0.13 ) $ (0.14 ) $ (0.36 ) Weighted average number of common shares outstanding Basic 26,149,184 26,151,853 26,251,621 26,294,530 Diluted 26,248,337 26,151,853 26,251,621 26,294,530 |
SUBSEQUENT EVENTS (Notes)
SUBSEQUENT EVENTS (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS None. |
NATURE OF BUSINESS AND SUMMAR29
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 25, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. |
Fiscal Year | Fiscal Year The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. Fiscal year 2016 ended on December 25, 2016 and was comprised of 52 weeks. Fiscal year 2015 ended on December 27, 2015 was comprised of 52 weeks . |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits in banks. The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash and cash equivalents. The Company, at times throughout the year, may, in the ordinary course of business, maintain cash balances in excess of federally-insured limits. Management does not believe the Company is exposed to any unusual risks on such deposits. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consist of contractually determined receivables from BWLD for local media advertising reimbursements and are stated at the amount management expects to collect. Balances that are outstanding after management has used reasonable collection efforts are written off with a corresponding charge to bad debt expense or deferred rent as applicable. |
Gift Cards | Gift Cards The Company records gift cards under a BWLD system-wide program. Gift cards sold are recorded as a gift card liability. When redeemed, the gift card liability account is offset by recording the transaction as revenue. At times, gift card redemptions can exceed amounts due to BWLD for gift card purchases resulting in an asset balance. Under this centralized system, any breakage would be recorded by Blazin Wings, Inc., a subsidiary of BWLD, and is subject to the breakage laws in the state of Minnesota, where Blazin Wings, Inc. is located. |
Inventory | Inventory Inventory consists mainly of food and beverage products and is accounted for at the lower of cost or market using the first in, first out method of inventory valuation. Cash flows related to inventory sales are classified in net cash provided by operating activities in the Consolidated Statements of Cash Flows. |
Prepaids and Other Long-Term Assets | Prepaids and Other Long-Term Assets Prepaid assets consist principally of prepaid rent, insurance and contracts and are recognized ratably as operating expense over the period of future benefit. Other assets consist primarily of security deposits for operating leases and utilities. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Equipment and furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years . Leasehold improvements, which include the cost of improvements funded by landlord incentives or allowances, are amortized using the straight-line method over the lesser of the term of the lease, without consideration of renewal options, or the estimated useful lives of the assets, which is typically five - 15 years . Maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the respective accounts and the related gains or losses are credited or charged to earnings. The Company capitalizes items associated with construction but not yet placed into service, known as construction in progress (“CIP”). Items capitalized include fees associated with the design, build out, furnishing of the restaurants, leasehold improvements, construction period interest (when applicable), equipment, and furniture and fixtures. Restaurant CIP is not amortized or depreciated until the related assets are placed into service. Items are placed into service according to their asset category when the restaurant is open for service. |
Intangible Assets and Impairment of Long-Lived Assets and Definite-Lived Intangible Assets | Intangible Assets Amortizable intangible assets consist of franchise fees, trademarks, non-compete agreements, favorable and unfavorable operating leases, and loan fees and are stated at cost, less accumulated amortization. Intangible assets are amortized on a straight-line basis over the estimated useful life, as follows: Franchise fees- 10 – 20 years , Trademarks- 15 years , Non-compete- 3 years , Favorable and unfavorable leases - over the term of the respective leases and Loan fees - over the term of the respective loan. Liquor licenses, if transferable, are deemed to have an indefinite life and are carried at the lower of fair value or cost. We identify potential impairments for liquor licenses by comparing the fair value with its carrying amount. If the fair value exceeds the carrying amount, the liquor licenses are not impaired. If the fair value of the asset is less than the carrying amount, an impairment charge is recorded. No impairments were recognized in fiscal years ended December 25, 2016 and December 27, 2015 . Impairment or Disposal of Long-Lived Assets We review long-lived assets quarterly to determine if triggering events have occurred which would require a test to determine if the carrying amount of these assets may not be recoverable based on estimated future cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the individual restaurant level. In the absence of extraordinary circumstances, restaurants are included in the impairment analysis after they have been open for two years. We evaluate the recoverability of a restaurant’s long-lived assets, including buildings, intangibles, leasehold improvements, furniture, fixtures, and equipment over the remaining life of the primary asset in the asset group, after considering the potential impact of planned operational improvements, marketing programs, and anticipated changes in the trade area. In determining future cash flows, significant estimates are made by management with respect to future operating results for each restaurant over the remaining life of the primary asset in the asset group. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value based on our estimate of discounted future cash flows. The determination of asset fair value is also subject to significant judgment. During the years ended December 25, 2016 and December 27, 2015, there were no impairments of long-lived assets pertaining to continuing operations. We account for exit or disposal activities, including restaurant closures, in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . Such costs include the cost of disposing of the assets as well as other facility-related expenses from previously closed restaurants. These costs are generally expensed as incurred. Additionally, at the date we cease using a property under an operating lease, we record a liability for the net present value of any remaining lease obligations, net of estimated sublease income. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred. |
Goodwill | Goodwill Goodwill is not amortized and represents the excess of cost over the fair value of identified net assets of businesses acquired. Goodwill is subject to an annual impairment analysis or more frequently if indicators of impairment exist. At both December 25, 2016 and December 27, 2015 , we had goodwill of $50.1 million . The goodwill is assigned to the Company's Buffalo Wild Wings reporting unit, which, due to the Spin-Off of Bagger Dave's on December 25, 2016, represents the Company's only reporting unit. The Company assesses goodwill for impairment on an annual basis by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. If carrying value exceeds fair value, a possible impairment exists and further evaluation is performed. ASC Topic 350-20, Intangibles - Goodwill and Other , gives companies the option to perform a one-step (Step zero) qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we assess relevant events and circumstances. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, the first and second steps of the goodwill impairment test would be necessary. Conversely, if it is not more likely than not that the fair value of the reporting unit is less than the carrying amount, further action would not be required. The quantitative impairment analysis, if necessary, consists of a two-step process. The first step is to compare the fair value of the reporting unit to its carrying value, including goodwill. We estimate fair value using market information (market approach) and discounted cash flow projections (income approach). The income approach uses the reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects market conditions. The projection uses management’s best estimates of projected revenue, costs and cash expenditures, including an estimate of new restaurant openings and related capital expenditures. Other significant estimates also include terminal growth rates and working capital requirements. We supplement our estimate of fair value under the income approach by using a market approach which estimates fair value by applying multiples to the reporting unit’s projected operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment analysis must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. If the carrying amount of the goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. As of December 25, 2016 , as a result of step zero of the qualitative assessment, the Company has concluded that its goodwill is recoverable. As of December 27, 2015 , based on our quantitative analysis, goodwill was considered recoverable. |
Deferred Rent and Deferred Gains | Deferred Rent Certain operating leases provide for minimum annual payments that increase over the life of the lease. Typically, our operating leases contain renewal options under which we may extend the initial lease terms for periods of five to 10 years . The aggregate minimum annual payments are expensed on a straight-line basis commencing at the start of our construction period and extending over the term of the related lease, including option renewals as deemed reasonably assured. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. The Company also accounts, in its straight-line computation, for the effect of any "rental holidays", "free rent periods", and "landlord incentives or allowances". Deferred Gains Deferred gains on the sale leaseback transaction described in Note 3 , are recognized into income over the life of the related operating lease agreements. |
Revenue Recognition | Revenue Recognition Revenues from food, beverage and merchandise sales are recognized and generally collected at the point of sale. All sales taxes are presented on a net basis and are excluded from revenue. |
Advertising | Advertising Advertising expenses associated with contributions to the BWLD advertising fund (between 3.00% and 3.15% of total net sales) are recorded as operating expenses as contributed, while all other advertising expenses are recorded in general and administrative expenses as incurred. |
Pre-opening Costs | Pre-opening Costs Pre-opening costs are those costs associated with opening new restaurants and will vary based on the number of new locations opening and under construction. Pre-opening costs typically consist of manager salaries, relocation costs, supplies, recruiting expenses, certain marketing costs and costs associated with team member training. The Company also reclassifies labor costs that exceed the historical average for the first three months of restaurant operations that are attributable to training. These costs are expensed as incurred. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The Company applies the provisions of ASC Topic 740, Income Taxes , regarding the accounting for uncertainty in income taxes. The Company classifies all interest and penalties as income tax expense. |
Earnings Per Common Share | Earnings Per Common Share Earnings per share are calculated under the provisions of FASB ASC 260, Earnings per Share, which requires a dual presentation of "basic" and "diluted" earnings per share on the face of the Consolidated Statements of Operations. Basic earnings per common share excludes dilution and is computed by dividing the net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share include dilutive common stock equivalents consisting of stock options determined by the treasury stock method. Restricted stock awards contain non-forfeitable rights to dividends, making such awards participating securities. The calculation of basic and diluted earnings per share uses an earnings allocation method to consider the impact of restricted stock. |
Stock Based Compensation | ased Compensation The Company estimates the fair value of stock option awards utilizing the Black-Scholes pricing model. The fair value of the awards is amortized as compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period. The fair value of restricted shares is equal to the number of restricted shares issued times the Company’s stock price on the date of grant and is amortized as compensation expense on a straight-line basis over the service period of the award. |
Concentration Risks | Concentration Risks Approximately 77.4% and 76.1% of the Company's continuing revenues for the years ended December 25, 2016 and December 27, 2015 , respectively, were generated from food and beverage sales from restaurants located in the Midwest region. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Interest Rate Swap Agreements | Interest Rate Swap Agreements The Company utilizes interest rate swap agreements with Citizens Bank, N.A. (“Citizens”) to fix interest rates on a portion of the Company’s portfolio of variable rate debt, which reduces exposure to interest rate fluctuations. Our derivative financial instruments are recorded at fair value on the Consolidated Balance Sheets. The effective portion of changes in the fair value of derivatives which qualify for hedge accounting is recorded in other comprehensive income and is recognized in the Consolidated Statements of Operations when the hedged item affects earnings. Ineffective portion of the change in fair value of a hedge would be recognized in income immediately. The Company does not use any other types of derivative financial instruments to hedge such exposures, nor does it use derivatives for speculative purposes. The interest rate swap agreements associated with the Company’s current debt agreements qualify for hedge accounting. As such, the Company records the change in the fair value of its swap agreements as a component of accumulated other comprehensive income (loss), net of tax. The Company records the fair value of its interest swaps on the Consolidated Balance Sheets in other long-term assets or other liabilities depending on the fair value of the swaps. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-04, Topic 350: Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplified wording and removes step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting units carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step 2 of the goodwill test. We do not expect the standard will have a significant impact. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020, with early adoption permitted for interim or annual goodwill impairment tests on testing dates after January 1, 2017. In August 2016, the FASB issued ASU 2016-15, Topic 230: Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-15 clarifies current GAAP that is either unclear or does not include specific guidance on a number of specific issues. The amendments set forth are an improvement to GAAP because they provide guidance for each issue and reduce the current and potential future diversity in practice. ASU 2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the pending adoption of ASU 2016-15 and the impact it will have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Topic 718: Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. Beginning in fiscal 2017, the tax effects of awards will be recognized in the statement of operations. In addition, the Company will account for forfeitures as they occur. In February 2016, FASB issued ASU 2016-02, Leases . ASU 2016-02 requires that lease arrangements longer than 12 months result in a lessee recognizing a lease asset and liability. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We believe the adoption of ASU 2016-02 will materially impact our consolidated financial statements by significantly increasing our non-current assets and non-current liabilities on our consolidated balance sheets in order to record the right of use assets and related lease liabilities for our existing operating leases. We are currently unable to estimate the impact of the updated guidance on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. Most recent updates to the standard delay the required adoption by one year, now effective for annual periods beginning after December 15, 2018, and interim periods therein. We are currently evaluating the impact of our pending adoption of ASU 2014-09, although based on the nature of our business we do not expect the standard will have a significant impact on our consolidated financial statements. We reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to our operations or that no material effect is expected on our consolidated financial statements as a result of future adoption. Recently Adopted Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Topic 740: Balance Sheet Classification of Deferred Taxes (“ASU No. 2015-17”), which simplifies the presentation of deferred income taxes. ASU No. 2015-17 provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The Company adopted this standard as of December 27, 2015, with prospective application. The adoption of ASU No. 2015-17 had no impact on the Company’s Consolidated Statements of Operations and Comprehensive Loss. In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest ( Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. This ASU adds paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 states that given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit. The Company has historically recorded and will continue to record, debt issuance costs associated with the line-of-credit as an asset and subsequently amortize the deferred costs over the term of the line-of-credit, with there being no impact on previously issued financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest, which updates guidance on the presentation of debt issuance costs. The guidance requires debt issuance costs to be presented as a direct deduction of debt balances on the statement of financial position, similar to the presentation of debt discounts. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. We retrospectively adopted this guidance in First Quarter 2016. This resulted in a reclassification of the December 27, 2015 Consolidated Balance Sheet of $345,317 from Intangible assets, net to Current portion of long-term debt and Long-term debt, in the amounts of $27,002 and $318,315 , respectively. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following are major classes of line items for assets and liabilities of discontinued operations at December 27, 2015: ASSETS Current assets, discontinued operations: Cash and cash equivalents $ 700,638 Accounts receivable 373,619 Inventory 336,205 Prepaid assets 303,967 Total current assets, discontinued operations 1,714,429 Long-term assets, discontinued operations: Property and equipment, net 19,917,050 Deferred tax assets, net 8,951,494 Intangible assets, net 793,753 Other long-term assets 164,877 Total long-term assets, discontinued operations $ 29,827,174 LIABILITIES Current liabilities, discontinued operations: Accounts payable $ 1,847,242 Accrued compensation 679,408 Other accrued liabilities 1,427,859 Current portion of deferred rent 189,068 Total current liabilities, discontinued operations 4,143,577 Long-term liabilities, discontinued operations: Deferred rent 926,587 Other liabilities 707,743 Total long-term liabilities, discontinued operations $ 1,634,330 The following are major classes of line items constituting pre-tax loss from discontinued operations: Fiscal Years Ended December 25, 2016 December 27, 2015 Revenue $ 20,741,427 $ 27,685,331 Restaurant operating costs (exclusive of depreciation and amortization) (21,436,377 ) (29,606,736 ) General and administrative expenses (2,881,467 ) (3,966,240 ) Depreciation and amortization (3,353,194 ) (4,659,689 ) Pre-opening costs (362,064 ) (1,804,768 ) Other income 11,066 39,649 Impairment and loss on asset disposals (2,946,387 ) (13,275,670 ) Loss from discontinued operations before income taxes (10,226,996 ) (25,588,123 ) Income tax benefit (585,467 ) (9,902,493 ) Total loss from discontinued operations $ (9,641,529 ) $ (15,685,630 ) |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the Company’s accrual activity related to facility closures during the fiscal years ended December 25, 2016 and December 27, 2015 : Fiscal 2016 Fiscal 2015 Beginning of the year $ 1,247,186 $ — Charges — 1,322,308 Cash payments (1,140,033 ) (75,122 ) End of the year $ 107,153 $ 1,247,186 |
Expenses Recognized Related to Facility Closure | The following is a summary of the expenses recognized in discontinued operations in the Consolidated Statement of Operations during the years ended December 25, 2016 and December 27, 2015 related to the restaurant closures and impairment of property and equipment: Description Fiscal 2016 Fiscal 2015 Property and equipment impairments $ 3,548,515 $ 12,701,875 Facility closure and other expenses — 733,834 Severance expense — 154,764 $ 3,548,515 $ 13,590,473 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Business Combinations [Abstract] | |
Summary of estimated fair values of net assets acquired and liabilities assumed | The following table summarizes the fair values of net assets acquired and liabilities assumed: Working capital $ 413,232 Fixed assets 13,993,000 Intangible assets 505,000 Favorable lease 112,344 Unfavorable lease (58,797 ) Goodwill 39,098,451 Net Cash paid for acquisition $ 54,063,230 |
Summary of unaudited pro forma financial information | The following table summarizes the unaudited pro forma financial information from continuing operations as if the acquisition had occurred at the beginning of the fiscal year ended December 27, 2015 : December 27, 2015 Revenue $ 165,795,995 Net income 435,110 Basic net income per share 0.02 Diluted net income per share 0.02 |
UNCONSOLIDATED VARIABLE INTER32
UNCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Guarantees [Abstract] | |
Schedule of Guarantor Obligations | The following is a detailed listing of all Bagger Dave's leases that include a guarantee by the Company as of December 25, 2016: Location of lease Status of location Guarantee expiry date Liability recognized on balance sheet Future guaranteed lease payments Grandville, MI Closed 05/12/17 $ 893 $ 28,698 Holland, MI Closed 10/09/17 2,101 67,500 Bloomfield, MI Open 01/14/18 2,788 89,583 Shelby Township, MI Open 01/31/18 2,623 84,270 West Chester Township, MI Open 02/01/18 2,866 92,083 Woodhaven, MI Open 11/30/18 4,426 142,217 Traverse City, MI Open 01/31/19 5,887 189,167 Fort Wayne, IN Open 01/31/19 5,424 174,273 Grand Blanc, MI Open 01/31/20 6,759 217,167 Centerville, MI Open 11/30/20 13,293 427,135 Chesterfield Township, MI Open 12/31/20 8,092 260,000 E. Lansing, MI Open 09/10/21 2,334 75,000 Birch Run, MI Open 12/31/24 23,557 756,925 Berkley, MI Open 06/08/29 32,532 1,045,320 Cascade Township, MI Open 06/08/29 29,856 959,334 Avon, IL Closed 06/30/29 48,658 1,563,484 Greenwood, IL Closed 06/30/29 50,372 1,618,560 Canton, MI Open 06/30/30 63,541 2,041,689 Totals $ 306,000 $ 9,832,405 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment are comprised of the following: December 25, 2016 December 27, 2015 Equipment $ 29,426,476 $ 26,547,394 Furniture and fixtures 7,275,923 6,426,708 Leasehold improvements 63,449,082 58,252,782 Restaurant construction in progress 94,595 782,219 Total 100,246,076 92,009,103 Less accumulated depreciation (43,616,045 ) (32,736,492 ) Property and equipment, net $ 56,630,031 $ 59,272,611 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets are comprised of the following: December 25, 2016 December 27, 2015 Amortized intangible assets Franchise fees $ 1,290,642 $ 1,278,142 Trademark 2,500 2,500 Non-compete 76,560 76,560 Favorable operating leases 351,344 351,344 Loan fees 368,083 368,083 Total 2,089,129 2,076,629 Less accumulated amortization (718,517 ) (510,875 ) Amortized intangible assets, net 1,370,612 1,565,754 Unamortized intangible assets Liquor licenses 1,295,752 1,279,209 Total intangible assets, net $ 2,666,364 $ 2,844,963 |
Schedule of future intangible-related expense | Based on the current intangible assets and their estimated useful lives, future intangible-related expense for the next five years and thereafter is projected as follows: Year Amount 2017 $ 175,281 2018 173,606 2019 173,048 2020 135,811 2021 87,094 Thereafter 625,772 Total $ 1,370,612 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | OTHER ACCRUED LIABILITES December 25, 2016 December 27, 2015 Sales tax payable $ 816,215 $ 854,264 Accrued interest 442,976 495,865 Accrued property taxes 490,809 320,189 Other 892,269 565,033 Total accrued other liabilities $ 2,642,269 $ 2,235,351 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consists of the following obligations: December 25, 2016 December 27, 2015 $120.0 million term loan - the rate at December 25, 2016 and December 27, 2015 was 4.12% and 3.86%, respectively. $ 99,698,616 $ 115,833,333 $30.0 million development line of credit, converted to $18.2 million facility term loan in December 2016 - the rate at December 25, 2016 and December 27, 2015 was 4.21% and 3.86%, respectively. 18,199,476 11,090,323 $5.0 million revolving line of credit - the rate at December 25, 2016 was 6.25%. 4,000,000 — Unamortized discount and debt issuance costs (712,072 ) (667,666 ) Total debt 121,186,020 126,255,990 Less current portion (11,307,819 ) (9,891,825 ) Long-term debt, net of current portion $ 109,878,201 $ 116,364,165 |
Summary of scheduled principal maturities of long-term debt | Based on the long-term debt terms that existed at December 25, 2016 , the scheduled principal maturities, net of unamortized discount, for the next five years and thereafter are summarized as follows: Amount 2017 $ 11,307,819 2018 11,319,774 2019 11,319,034 2020 87,239,393 2021 — Thereafter — Total $ 121,186,020 |
Fair values of derivative instruments | The following summarizes the fair values of derivative instruments designated as cash flow hedges which were outstanding: December 25, 2016 Interest rate swaps Rate Expires Notional amounts Derivative assets Derivative liabilities April 2012 1.4% April 2019 $ 5,333,333 $ — $ 21,037 October 2012 0.9% October 2017 2,357,143 — 723 July 2013 1.4% April 2018 4,761,905 — 18,949 May 2014 1.5% April 2018 9,285,714 — 58,359 January 2015 1.8% December 2019 21,119,048 — 271,144 August 2015 2.3% June 2020 49,696,875 — 1,045,279 Total $ 92,554,018 $ — $ 1,415,491 December 27, 2015 Interest rate swaps Rate Expires Notional amounts Derivative assets Derivative liabilities April 2012 1.4% April 2019 $ 7,619,048 $ — $ 56,280 October 2012 0.9% October 2017 3,214,286 — 3,027 July 2013 1.4% April 2018 8,190,476 — 60,164 May 2014 1.5% April 2018 11,428,571 — 122,716 January 2015 1.8% December 2019 20,547,619 — 415,459 August 2015 2.3% June 2020 49,696,875 — 867,609 Total $ 100,696,875 $ — $ 1,525,255 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock transactions | The following table presents the restricted stock transactions for fiscal 2016 : Number of Restricted Stock Shares Unvested, December 27, 2015 241,124 Granted 398,164 Vested (72,966 ) Vested shares tax portion (8,114 ) Forfeited (84,817 ) Unvested, December 25, 2016 473,391 As a result of the Spin-Off of Bagger Dave’s, all restricted shares previously awarded to Bagger Dave’s employees were vested on a pro rata basis for time served through December 25, 2016, and were otherwise forfeited. The following table presents the restricted stock transactions for fiscal 2015 : Number of Restricted Stock Shares Unvested, December 28, 2014 164,867 Granted 131,752 Vested (45,521 ) Vested shares tax portion (1,387 ) Forfeited (8,587 ) Unvested, December 27, 2015 241,124 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax benefit | December 25, 2016 was determined based on pretax income and the outcome of a restructuring completed prior to the Spin-Off which effectively triggered a tax status change of the legal entities making up the Bagger Dave's business in a manner which enables the continuing business parent entity to retain the majority of the tax benefits from losses and credits. Following the status change, the Company contributed all of the hard assets and liabilities of the Bagger Dave's entities into a newly formed entity, Bagger Dave's Burger Tavern, Inc., the stock of which was ultimately spun-off to shareholders. The income tax benefit allocated to discontinued operations for 2016 related to benefits generated during the period between the date that the Company contributed the hard assets and liabilities of the Bagger Dave's entities to Bagger Dave's Burger Tavern, Inc. and the date that the Spin-Off was completed. A valuation allowance reserve was deemed necessary for the net deferred tax assets of Bagger Dave's Burger Tavern, Inc., and the resulting deferred tax expense was allocated to continuing operations as required by ASC 740. The income tax benefit from continuing operations consists of the following components for the fiscal years ended December 25, 2016 and December 27, 2015 : Fiscal Years Ended December 25, 2016 December 27, 2015 Federal Current $ 19,911 $ — Deferred (1,823,443 ) (80,469 ) State Current (81,500 ) — Deferred (385,760 ) (3,045 ) Income tax benefit $ (2,270,792 ) $ (83,514 ) |
Schedule of effective income tax rate reconciliation | The benefit for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to loss before income loss. The items causing this difference are as follows: Fiscal Years Ended December 25, 2016 December 27, 2015 Income tax expense (benefit) at federal statutory rate $ 465,207 $ (200,728 ) State income tax, net of federal benefit 132,740 1,592 Permanent differences 70,206 1,508,666 Tax credits (1,748,632 ) (1,393,044 ) Benefit resulting from restructuring (3,016,513 ) — Change in valuation allowance (Bagger Dave's) 1,826,200 — Income tax benefit $ (2,270,792 ) $ (83,514 ) |
Schedule of significant components of deferred income tax assets and liabilities | Significant components of the Company's deferred income tax assets and liabilities are summarized as follows: December 25, 2016 December 27, 2015 Deferred tax assets: Net operating loss carry-forwards $ 11,223,494 $ 3,315,739 Deferred rent expense 752,897 124,764 Start-up costs 129,152 138,832 Tax credit carry-forwards 6,559,392 4,522,041 Interest rate swaps 481,267 518,589 Sale leaseback deferred gain 629,924 579,600 Share-based compensation 239,925 457,680 Accrued closure liabilities 36,432 31,281 Other 967,812 375,758 Total deferred tax assets $ 21,020,295 $ 10,064,284 Deferred tax liabilities: Tax depreciation in excess of book 2,366,739 4,486,770 Goodwill amortization in excess of book 2,402,628 1,208,831 Total deferred tax liabilities 4,769,367 5,695,601 Net deferred income tax assets $ 16,250,928 $ 4,368,683 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Leases, Operating [Abstract] | |
Summary of scheduled future minimum lease payments | Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for existing restaurants with initial or remaining lease terms in excess of one year at December 25, 2016 are summarized as follows: Year Amount 2017 $ 8,826,295 2018 8,421,826 2019 7,700,606 2020 7,561,189 2021 6,691,348 Thereafter 30,114,850 Total $ 69,316,114 Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for restaurants under development, with initial or remaining lease terms in excess of one year at December 25, 2016 are summarized as follows: Year Amount 2017 $ 87,500 2018 150,000 2019 150,000 2020 150,000 2021 150,000 Thereafter 2,793,250 Total $ 3,480,750 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and fully diluted earnings per common share | The following is a reconciliation of basic and fully diluted earnings per common share for the fiscal years ended December 25, 2016 and December 27, 2015 : December 25, 2016 December 27, 2015 Income (loss) from continuing operations $ 3,639,048 $ (506,862 ) Loss from discontinued operations (9,641,529 ) (15,685,630 ) Net loss $ (6,002,481 ) $ (16,192,492 ) Weighted-average shares outstanding 26,491,549 26,211,669 Effect of dilutive securities — — Weighted-average shares outstanding - assuming dilution 26,491,549 26,211,669 Earnings per common share from continuing operations $ 0.14 $ (0.02 ) Earnings per common share from discontinued operations (0.37 ) (0.60 ) Earnings per common share $ (0.23 ) $ (0.62 ) Earnings per common share - assuming dilution - from continuing operations 0.14 (0.02 ) Earnings per common share - assuming dilution - from discontinued operations (0.37 ) (0.60 ) Earnings per common share - assuming dilution $ (0.23 ) $ (0.62 ) |
FAIR VALUE OF FINANCIAL INSTR41
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values for assets and liabilities measured on a recurring basis | The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 25, 2016 : FAIR VALUE MEASUREMENTS Description Level 1 Level 2 Level 3 Asset/(Liability) Total Interest rate swaps $ — $ (1,415,491 ) $ — $ (1,415,491 ) Lease guarantee liability — (306,000 ) — (306,000 ) Total $ — $ (1,721,491 ) $ — $ (1,721,491 ) The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 27, 2015 : FAIR VALUE MEASUREMENTS Description Level 1 Level 2 Level 3 Asset / (Liability) Total Cash equivalents $ 2,000,000 $ — $ — $ 2,000,000 Interest rate swaps — (1,525,255 ) — (1,525,255 ) Total $ 2,000,000 $ (1,525,255 ) $ — $ 474,745 |
ACCUMULATED OTHER COMPREHENSI42
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Equity [Abstract] | |
Summary of each component of Accumulated Other Comprehensive Loss | The following table summarizes each component of Accumulated Other Comprehensive Loss ("OCL"): Year Ended December 25, 2016 Interest Rate Swaps Investments Total Beginning balance $ (1,006,667 ) $ — $ (1,006,667 ) Gain recorded to other comprehensive income 109,764 109,764 Tax benefit (expense) (37,319 ) (37,319 ) Other comprehensive income 72,445 — 72,445 Accumulated OCL $ (934,222 ) $ — $ (934,222 ) Year Ended December 27, 2015 Interest Rate Swaps Investments Total Beginning balance $ (171,352 ) $ (3,804 ) $ (175,156 ) Gain (loss) recorded to other comprehensive loss (1,265,783 ) 5,763 (1,260,020 ) Tax benefit (expense) 430,468 (1,959 ) 428,509 Other comprehensive income (loss) (835,315 ) 3,804 (831,511 ) Accumulated OCL $ (1,006,667 ) $ — $ (1,006,667 ) |
SUMMARY QUARTERLY FINANCIAL D43
SUMMARY QUARTERLY FINANCIAL DATA (unaudited) (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly financial data | Fiscal Quarters March 27, June 26, September 25, December 25, Revenue $ 43,143,252 $ 40,951,181 $ 41,625,312 $ 40,801,180 Operating profit (loss) 3,115,981 1,387,085 1,946,629 854,276 Income (loss) before income taxes 1,710,783 (17,202 ) 519,205 (844,530 ) Net income (loss) from continuing operations $ 1,292,429 $ 234,344 $ 596,709 $ 1,515,566 Net income (loss) from discontinued operations $ (862,025 ) $ (416,770 ) $ (1,985,834 ) $ (6,376,900 ) Net income (loss) $ 430,404 $ (182,426 ) $ (1,389,125 ) $ (4,861,334 ) Basic earnings per share from: Continuing operations 0.05 0.01 0.02 0.06 Discontinued operations (0.03 ) (0.02 ) (0.07 ) (0.24 ) Basic net loss per share 0.02 (0.01 ) (0.05 ) (0.18 ) Fully diluted earnings per share from: Continuing operations 0.05 0.01 0.02 0.06 Discontinued operations (0.03 ) (0.02 ) (0.07 ) (0.24 ) Fully diluted net loss per share 0.02 (0.01 ) (0.05 ) (0.18 ) Weighted average number of common shares outstanding Basic 26,298,034 26,379,065 26,625,615 26,664,409 Diluted 26,298,034 26,379,065 26,625,615 26,664,409 Fiscal Quarters March 29, June 28, September 27, December 27, Revenue $ 31,852,089 $ 29,610,702 $ 41,033,963 $ 42,303,292 Operating profit (loss) 3,115,605 (868,414 ) 311,877 279,417 Income (loss) before income taxes 2,694,928 (728,452 ) (1,498,159 ) (1,058,693 ) Net income (loss) from continuing operations 1,548,301 (496,127 ) (915,059 ) (643,977 ) Net income (loss) from discontinued operations (1,285,659 ) (2,822,216 ) (2,666,476 ) (8,911,279 ) Net income (loss) $ 262,642 $ (3,318,343 ) $ (3,581,535 ) $ (9,555,256 ) Basic earnings per share from: Continuing operations $ 0.06 $ (0.02 ) $ (0.04 ) $ (0.02 ) Discontinued operations (0.05 ) (0.11 ) (0.10 ) (0.34 ) Basic net loss per share $ 0.01 $ (0.13 ) $ (0.14 ) $ (0.36 ) Fully diluted earnings per share from: Continuing operations $ 0.06 $ (0.02 ) $ (0.04 ) $ (0.02 ) Discontinued operations (0.05 ) (0.11 ) (0.10 ) (0.34 ) Fully diluted net loss per share $ 0.01 $ (0.13 ) $ (0.14 ) $ (0.36 ) Weighted average number of common shares outstanding Basic 26,149,184 26,151,853 26,251,621 26,294,530 Diluted 26,248,337 26,151,853 26,251,621 26,294,530 |
NATURE OF BUSINESS AND SUMMAR44
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nature of Business (Details) | 12 Months Ended | |
Dec. 25, 2016restaurantsegment | Apr. 01, 2021restaurant | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | segment | 1 | |
BWW | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 64 | |
BWW | MICHIGAN | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 20 | |
BWW | Florida | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 17 | |
BWW | Missouri | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 15 | |
BWW | Illinois | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 7 | |
BWW | INDIANA | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 5 | |
ADA Agreement | Forecast | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 42 | |
Number of restaurants opened | 29 | |
Detroit Bagger Dave's | ||
Segment Reporting Information [Line Items] | ||
Number of restaurants | 19 |
NATURE OF BUSINESS AND SUMMAR45
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fiscal Year (Details) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Fiscal period duration | 364 days | 364 days | 364 days |
NATURE OF BUSINESS AND SUMMAR46
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
NATURE OF BUSINESS AND SUMMAR47
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gift Cards (Details) - Sales revenue - Midwest Region - Geographic concentration risk - USD ($) $ in Millions | Dec. 25, 2016 | Dec. 27, 2015 |
Concentration Risk [Line Items] | ||
Gift card liability | $ 0.1 | |
Gift card asset | $ 0.1 |
NATURE OF BUSINESS AND SUMMAR48
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 25, 2016 | |
Equipment and furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Equipment and furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
NATURE OF BUSINESS AND SUMMAR49
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset impairment | $ 0 | $ 0 |
Impairment of long-lived assets | $ 0 | $ 0 |
Franchise fees | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Franchise fees | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 15 years | |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years |
NATURE OF BUSINESS AND SUMMAR50
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 50,097,081 | $ 50,097,081 |
NATURE OF BUSINESS AND SUMMAR51
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Rent (Details) | 12 Months Ended |
Dec. 25, 2016 | |
Minimum | |
Operating Leased Assets [Line Items] | |
Renewal term | 5 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Renewal term | 10 years |
NATURE OF BUSINESS AND SUMMAR52
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Minimum | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.00% | |
Maximum | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.15% | |
General and Administrative Expense | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising expenses | $ 1.1 | $ 0.9 |
Other Operating Costs | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising expenses | 2 | 4.3 |
Discontinued Operations | General and Administrative Expense | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising expenses | $ 1.1 | $ 2.7 |
NATURE OF BUSINESS AND SUMMAR53
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pre-opening Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Schedule of Other Operating Cost and Expense [Line Items] | ||
Pre-opening costs | $ 599,279 | $ 1,439,390 |
Excess labor cost | ||
Schedule of Other Operating Cost and Expense [Line Items] | ||
Pre-opening costs | $ 300,000 | $ 600,000 |
NATURE OF BUSINESS AND SUMMAR54
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest amounts or penalties related to uncertain tax positions | $ 0 | $ 0 |
NATURE OF BUSINESS AND SUMMAR55
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration Risks (Details) - Sales revenue - Geographic concentration risk | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Midwest Region | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 77.40% | 76.10% |
Florida | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 22.60% | 23.90% |
NATURE OF BUSINESS AND SUMMAR56
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements (Details) - Accounting Standards Update 2015-03 | Dec. 27, 2015USD ($) |
Intangible Assets, Net | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs, net | $ (345,317) |
Long-term Debt, Current Maturities | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs, current, net | 27,002 |
Long-term Debt | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs, noncurrent, net | $ 318,315 |
DISCONTINUED OPERATIONS Narrati
DISCONTINUED OPERATIONS Narrative (Details) | Aug. 04, 2016USD ($) | Dec. 25, 2016USD ($)restaurant | Dec. 27, 2015USD ($)restaurant | Jun. 29, 2015USD ($) | Dec. 28, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Restructuring Reserve | $ 107,153 | $ 1,247,186 | $ 0 | ||
Senior secured credit facility, maximum borrowing capacity | $ 155,000,000 | ||||
Net operating loss and tax credit carryforwards | 50,000,000 | ||||
Fix and intangible assets held for sale | 0 | 900,000 | |||
Restructuring charges | 0 | 1,322,308 | |||
Losses on other asset disposal | 600,000 | $ (600,000) | |||
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash contributed | $ 2,000,000 | ||||
Potential additional cash funding | $ 1,000,000 | ||||
Conversion ratio of common shares | 1 | ||||
Facility Closing | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of restaurants closed | restaurant | 11 | ||||
Restructuring charges | $ 10,800,000 | ||||
Detroit Bagger Dave's | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Restructuring Reserve | 100,000 | ||||
Property and equipment impairments | $ 3,500,000 | $ 2,800,000 | |||
Number of restaurants impaired | restaurant | 7 | 3 |
DISCONTINUED OPERATIONS Pretax
DISCONTINUED OPERATIONS Pretax Loss From Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations before income taxes | $ (10,226,996) | $ (25,588,123) |
Income tax benefit | (585,467) | (9,902,493) |
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 20,741,427 | 27,685,331 |
Restaurant operating costs (exclusive of depreciation and amortization) | (21,436,377) | (29,606,736) |
General and administrative expenses | (2,881,467) | (3,966,240) |
Depreciation and amortization | (3,353,194) | (4,659,689) |
Pre-opening costs | (362,064) | (1,804,768) |
Other income | 11,066 | 39,649 |
Impairment and loss on asset disposals | (2,946,387) | (13,275,670) |
Loss from discontinued operations before income taxes | (10,226,996) | (25,588,123) |
Income tax benefit | (585,467) | (9,902,493) |
Total loss from discontinued operations | $ (9,641,529) | $ (15,685,630) |
DISCONTINUED OPERATIONS Assets
DISCONTINUED OPERATIONS Assets and Liabilities of Discontinued Operations (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Current assets, discontinued operations: | ||
Total current assets, discontinued operations | $ 0 | $ 1,714,429 |
Long-term assets, discontinued operations: | ||
Total long-term assets, discontinued operations | 0 | 29,827,174 |
Current liabilities, discontinued operations: | ||
Total current liabilities, discontinued operations | 0 | 4,143,577 |
Long-term liabilities, discontinued operations: | ||
Total long-term liabilities, discontinued operations | $ 0 | 1,634,330 |
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Assets | 700,638 | |
Current assets, discontinued operations: | ||
Accounts receivable | 373,619 | |
Inventory | 336,205 | |
Prepaid assets | 303,967 | |
Total current assets, discontinued operations | 1,714,429 | |
Long-term assets, discontinued operations: | ||
Property and equipment, net | 19,917,050 | |
Deferred tax assets, net | 8,951,494 | |
Intangible assets, net | 793,753 | |
Other long-term assets | 164,877 | |
Total long-term assets, discontinued operations | 29,827,174 | |
Current liabilities, discontinued operations: | ||
Accounts payable | 1,847,242 | |
Accrued compensation | 679,408 | |
Other accrued liabilities | 1,427,859 | |
Current portion of deferred rent | 189,068 | |
Total current liabilities, discontinued operations | 4,143,577 | |
Long-term liabilities, discontinued operations: | ||
Deferred rent | 926,587 | |
Other liabilities | 707,743 | |
Total long-term liabilities, discontinued operations | $ 1,634,330 |
DISCONTINUED OPERATIONS Restruc
DISCONTINUED OPERATIONS Restructuring Reserve Rollforward (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Restructuring Reserve [Roll Forward] | ||
Beginning of the year | $ 1,247,186 | $ 0 |
Charges | 0 | 1,322,308 |
Cash payments | (1,140,033) | (75,122) |
End of the year | $ 107,153 | $ 1,247,186 |
DISCONTINUED OPERATIONS Expense
DISCONTINUED OPERATIONS Expenses Related to Store Closures and Impairments (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Losses on other asset disposal | $ 600,000 | $ (600,000) |
Restructuring costs and asset impairment charges | 3,548,515 | 13,590,473 |
Occupancy costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Facility closure and other expenses | 0 | 733,834 |
Impairment and loss on asset disposals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment impairments | 3,548,515 | 12,701,875 |
Compensation costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Severance expense | 0 | 154,764 |
Detroit Bagger Dave's | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment impairments | $ 3,500,000 | $ 2,800,000 |
SIGNIFICANT BUSINESS TRANSACT62
SIGNIFICANT BUSINESS TRANSACTIONS (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2015USD ($) | Dec. 28, 2014USD ($)restaurant | Dec. 25, 2016USD ($)restaurantrenewal_option | Dec. 27, 2015USD ($) | Oct. 06, 2014USD ($)restaurant | |
BWW | |||||
Significant Business Transactions [Line Items] | |||||
Number of restaurants | restaurant | 64 | ||||
Real Estate Investment Trust | |||||
Significant Business Transactions [Line Items] | |||||
Sale leaseback transaction value | $ 15.7 | ||||
Sale leaseback transaction total proceeds | $ 3.5 | ||||
Lease term | 15 years | ||||
Number of renewal options | renewal_option | 4 | ||||
Renewal term | 5 years | ||||
Real Estate Investment Trust | Operating expense | |||||
Significant Business Transactions [Line Items] | |||||
Impairment and loss on asset disposals | $ (0.2) | $ (0.2) | |||
Real Estate Investment Trust | Sales leaseback agreement | |||||
Significant Business Transactions [Line Items] | |||||
Number of restaurants | restaurant | 6 | ||||
Deferred gains on properties sold | $ 1.9 | ||||
Real Estate Investment Trust | Sales leaseback agreement | Accrued liabilities | |||||
Significant Business Transactions [Line Items] | |||||
Deferred gains on properties sold | $ 0.1 | 0.1 | |||
Real Estate Investment Trust | Sales leaseback agreement | Other liabilities | |||||
Significant Business Transactions [Line Items] | |||||
Deferred gains on properties sold | $ 1.5 | $ 1.7 | |||
Real Estate Investment Trust | Sales leaseback agreement | BWW | |||||
Significant Business Transactions [Line Items] | |||||
Number of restaurants | restaurant | 6 | ||||
Real Estate Investment Trust | Property closed under sale leaseback agreement | |||||
Significant Business Transactions [Line Items] | |||||
Number of restaurants | restaurant | 5 | ||||
Sale leaseback transaction total proceeds | $ 12.2 |
ACQUISITIONS - St. Louis (Detai
ACQUISITIONS - St. Louis (Details) | Jun. 29, 2015USD ($)restaurant | Dec. 27, 2015USD ($) | Dec. 25, 2016USD ($)restaurant |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 50,097,081 | $ 50,097,081 | |
BWW | |||
Business Acquisition [Line Items] | |||
Number of restaurants | restaurant | 64 | ||
BWW | Missouri | |||
Business Acquisition [Line Items] | |||
Number of restaurants | restaurant | 15 | ||
A Sure Wing, LLC | |||
Business Acquisition [Line Items] | |||
Purchase price of acquisition | $ 54,000,000 | ||
Percentage of seller fee reimbursed | 50.00% | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Working capital | $ 413,232 | ||
Fixed assets | 13,993,000 | ||
Intangible assets | 505,000 | ||
Favorable lease | 112,344 | ||
Unfavorable lease | (58,797) | ||
Goodwill | 39,098,451 | ||
Net Cash paid for acquisition | $ 54,063,230 | ||
Revenue | 20,900,000 | ||
Net income | $ 25,095 | ||
A Sure Wing, LLC | BWW | |||
Business Acquisition [Line Items] | |||
Number of restaurants | restaurant | 18 | ||
A Sure Wing, LLC | BWW | Missouri | |||
Business Acquisition [Line Items] | |||
Number of restaurants | restaurant | 15 |
ACQUISITIONS - Pro Forma Financ
ACQUISITIONS - Pro Forma Financial Information (Details) - A Sure Wing, LLC | 12 Months Ended |
Dec. 27, 2015USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ | $ 165,795,995 |
Net income | $ | $ 435,110 |
Basic net income per share (in dollars per share) | $ / shares | $ 0.02 |
Diluted net income per share (in dollars per share) | $ / shares | $ 0.02 |
UNCONSOLIDATED VARIABLE INTER65
UNCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) | 12 Months Ended | |
Dec. 25, 2016USD ($)restaurant | Dec. 27, 2015restaurant | |
Guarantor Obligations [Line Items] | ||
Number of restaurants closed with new tenants | 5 | |
Number of restaurants closed with expired or terminated guarantees | 3 | |
Property Lease Guarantee | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants | 18 | |
Guarantee liability | $ | $ 306,000 | |
Future minimum lease payments due | $ | $ 9,832,405 | |
Minimum | ||
Guarantor Obligations [Line Items] | ||
Guarantee term | 1 year | |
Maximum | ||
Guarantor Obligations [Line Items] | ||
Guarantee term | 13 years | |
Detroit Bagger Dave's | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants | 19 | |
Number of restaurants closed | 11 | |
Detroit Bagger Dave's | Property Lease Guarantee | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants closed | 1 | 9 |
Unaffiliated Entity | Property Lease Guarantee | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants | 2 |
UNCONSOLIDATED VARIABLE INTER66
UNCONSOLIDATED VARIABLE INTEREST ENTITIES Lease Schedule (Details) - Property Lease Guarantee | Dec. 25, 2016USD ($) |
Guarantor Obligations [Line Items] | |
Guarantee liability | $ 306,000 |
Future minimum lease payments due | 9,832,405 |
Grandville, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 0 |
Future minimum lease payments due | 28,698 |
Holland, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,101 |
Future minimum lease payments due | 67,500 |
Bloomfield, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,788 |
Future minimum lease payments due | 89,583 |
Shelby Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,623 |
Future minimum lease payments due | 84,270 |
West Chester Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,866 |
Future minimum lease payments due | 92,083 |
Woodhaven, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 4,426 |
Future minimum lease payments due | 142,217 |
Traverse City, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 5,887 |
Future minimum lease payments due | 189,167 |
Fort Wayne, IN | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 5,424 |
Future minimum lease payments due | 174,273 |
Grand Blanc, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 6,759 |
Future minimum lease payments due | 217,167 |
Centerville, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 13,293 |
Future minimum lease payments due | 427,135 |
Chesterfield Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 8,092 |
Future minimum lease payments due | 260,000 |
E. Lansing, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,334 |
Future minimum lease payments due | 75,000 |
Birch Run, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 23,557 |
Future minimum lease payments due | 756,925 |
Berkley, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 32,532 |
Future minimum lease payments due | 1,045,320 |
Cascade Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 29,856 |
Future minimum lease payments due | 959,334 |
Avon, IL | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 48,658 |
Future minimum lease payments due | 1,563,484 |
Greenwood, IL | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 50,372 |
Future minimum lease payments due | 1,618,560 |
Canton, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 63,541 |
Future minimum lease payments due | $ 2,041,689 |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and Equipment (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 100,246,076 | $ 92,009,103 |
Less accumulated depreciation | (43,616,045) | (32,736,492) |
Property and equipment, net | 56,630,031 | 59,272,611 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 29,426,476 | 26,547,394 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 7,275,923 | 6,426,708 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 63,449,082 | 58,252,782 |
Restaurant construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 94,595 | $ 782,219 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 18,100,000 | $ 16,600,000 |
Property, Plant and Equipment [Line Items] | ||
Depreciation related to continuing operations | 14,696,846 | 11,922,548 |
Depreciation related to discontinued operations | $ 3,400,000 | $ 4,700,000 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Amortized intangible assets | ||
Franchise fees | $ 1,290,642 | $ 1,278,142 |
Trademark | 2,500 | 2,500 |
Non-compete | 76,560 | 76,560 |
Favorable operating leases | 351,344 | 351,344 |
Loan fees | 368,083 | 368,083 |
Total | 2,089,129 | 2,076,629 |
Less accumulated amortization | (718,517) | (510,875) |
Amortized intangible assets, net | 1,370,612 | 1,565,754 |
Unamortized intangible assets | ||
Liquor licenses | 1,295,752 | 1,279,209 |
Total intangible assets, net | $ 2,666,364 | $ 2,844,963 |
INTANGIBLE ASSETS - Narratives
INTANGIBLE ASSETS - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0.1 | $ 0.1 |
Loan fees written off to interest expense | $ 0.1 | |
Weighted-average amortization period | 9 years 10 months 24 days |
INTANGIBLE ASSETS - Future Inta
INTANGIBLE ASSETS - Future Intangible-Related Expense (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 175,281 | |
2,018 | 173,606 | |
2,019 | 173,048 | |
2,020 | 135,811 | |
2,021 | 87,094 | |
Thereafter | 625,772 | |
Amortized intangible assets, net | $ 1,370,612 | $ 1,565,754 |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 816,215 | $ 854,264 |
Accrued interest | 442,976 | 495,865 |
Accrued property taxes | 490,809 | 320,189 |
Other | 892,269 | 565,033 |
Total accrued other liabilities | $ 2,642,269 | $ 2,235,351 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Director - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Related Party Transaction [Line Items] | ||
Fees for monthly accounting and financial statement services | $ 64,296 | $ 596,856 |
Unpaid accounting and financial statement services fees | $ 0 | $ 14,631 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Debt Instrument [Line Items] | ||
Unamortized discount and debt issuance costs | $ 712,072 | $ 667,666 |
Total debt | 121,186,020 | 126,255,990 |
Less current portion | (11,307,819) | (9,891,825) |
Long-term debt, net of current portion | 109,878,201 | 116,364,165 |
Term Loan | June 2020 Term Loan | ||
Debt Instrument [Line Items] | ||
Notes payable | 99,698,616 | 115,833,333 |
Term Loan | December 2014 Term Loan | ||
Debt Instrument [Line Items] | ||
Notes payable | 4,000,000 | 0 |
Line of Credit | June 2020 DLOC | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 18,199,476 | $ 11,090,323 |
LONG-TERM DEBT - Schedule of 75
LONG-TERM DEBT - Schedule of Long-Term Debt Phantom (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 | Jun. 29, 2015 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 155,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 120,000,000 | ||
Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 120,000,000 | $ 120,000,000 | |
Interest rate at end of period | 3.95% | ||
Stated interest rate | 4.12% | 3.86% | |
Term Loan | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 18,200,000 | $ 18,200,000 | |
Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |
Stated interest rate | 4.21% | 3.86% | |
Revolving Credit Facility | Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | 5,000,000 |
Stated interest rate | 6.30% | 6.30% | |
Development Line of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | ||
London Interbank Offered Rate (LIBOR) | Minimum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | 2.25% | |
London Interbank Offered Rate (LIBOR) | Minimum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | 2.25% | |
London Interbank Offered Rate (LIBOR) | Minimum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | 2.25% | |
London Interbank Offered Rate (LIBOR) | Maximum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
London Interbank Offered Rate (LIBOR) | Maximum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
London Interbank Offered Rate (LIBOR) | Maximum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
Base Rate | Minimum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | 1.25% | |
Base Rate | Minimum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | 1.25% | |
Base Rate | Minimum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | 1.25% | |
Base Rate | Maximum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% | |
Base Rate | Maximum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% | |
Base Rate | Maximum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% |
LONG-TERM DEBT - Narratives (De
LONG-TERM DEBT - Narratives (Details) | Dec. 23, 2016USD ($) | Jun. 29, 2015USD ($) | Dec. 25, 2016USD ($)agreement | Dec. 27, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 155,000,000 | |||
Payment of loan fees | $ 197,889 | $ 751,071 | ||
Debt issuance costs | 197,889 | |||
Unamortized discount | (712,072) | (667,666) | ||
Unamortized portion of capitalized debt issuance costs | 244,336 | 324,256 | ||
Interest expense | 5,763,684 | 4,214,452 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 120,000,000 | |||
Payments to refinance outstanding debt | $ 65,500,000 | |||
Term of debt instrument | 5 years | |||
Debt instrument payment term | 12 years | |||
Purchase price of acquisition | $ 54,000,000 | |||
Payment of loan fees | 500,000 | |||
Debt Instrument, Periodic Payment, Principal | 833,333 | |||
Term Loan | DF Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 126,385 | |||
Development Line of Credit | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 30,000,000 | |||
Term of debt instrument | 2 years | |||
Development Line of Credit | Line of Credit | June 2015 DLOC | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 23,000,000 | |||
Development Line of Credit | Line of Credit | DF Term Loan | ||||
Debt Instrument [Line Items] | ||||
Canceled amount previously available | $ 6,800,000 | |||
Remaining borrowing capacity | $ 5,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Term of debt instrument | 5 years | |||
Revolving Credit Facility | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |
Interest Rate Swaps | ||||
Debt Instrument [Line Items] | ||||
Number of interest rate swap agreements | agreement | 6 |
LONG-TERM DEBT - Principal Matu
LONG-TERM DEBT - Principal Maturities of Long-Term Debt (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 11,307,819 | |
2,018 | 11,319,774 | |
2,019 | 11,319,034 | |
2,020 | 87,239,393 | |
2,021 | 0 | |
Thereafter | 0 | |
Total debt | $ 121,186,020 | $ 126,255,990 |
LONG-TERM DEBT - Fair Values of
LONG-TERM DEBT - Fair Values of Derivative Instruments (Details) - Cash Flow Hedging - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amounts | $ 92,554,018 | $ 100,696,875 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 1,415,491 | $ 1,525,255 |
April 2,012 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.40% | 1.40% |
Notional amounts | $ 5,333,333 | $ 7,619,048 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 21,037 | $ 56,280 |
October 2,012 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 0.90% | 0.90% |
Notional amounts | $ 2,357,143 | $ 3,214,286 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 723 | $ 3,027 |
July 2,013 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.40% | 1.40% |
Notional amounts | $ 4,761,905 | $ 8,190,476 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 18,949 | $ 60,164 |
May 2,014 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.54% | 1.54% |
Notional amounts | $ 9,285,714 | $ 11,428,571 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 58,359 | $ 122,716 |
January 2,015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.82% | 1.82% |
Notional amounts | $ 21,119,048 | $ 20,547,619 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 271,144 | $ 415,459 |
August 2,015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 2.30% | 2.30% |
Notional amounts | $ 49,696,875 | $ 49,696,875 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 1,045,279 | $ 867,609 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock-based Compensation Narrative (Details) - Stock Incentive Plan | 12 Months Ended |
Dec. 25, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | 750,000 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Employee Stock Option | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of fair market value exercise price awarded | 100.00% |
Restricted stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Awards (Details) - USD ($) | Aug. 13, 2015 | Jul. 30, 2010 | Dec. 25, 2016 | Dec. 27, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of outstanding options | $ 0 | $ 0 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted options (in shares) | 210,000 | |||
Exercise price (in dollars per share) | $ 2.50 | $ 2.50 | ||
Expiration period | 6 years | |||
Stock options exercised (in shares) | 30,000 | |||
Intrinsic value of options exercised | $ 6,300 | |||
Number of reserved shares of common stock for future issuance (in shares) | 180,000 | |||
Stock Incentive Plan | Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date fair value (in dollars per share) | $ 1.47 | $ 3.56 | ||
Unrecognized stock-based compensation expense | $ 500,000 | $ 600,000 | ||
Weighted-average vesting period | 1 year 11 months 2 days | |||
Total fair value of shares vested | $ 300,000 | $ 200,000 | ||
Number of shares available for future awards (in shares) | 69,791 | 365,051 | ||
Stock Incentive Plan | Restricted stock | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
SHARE-BASED COMPENSATION - Re81
SHARE-BASED COMPENSATION - Restricted Shares Transactions (Details) - Restricted stock - shares | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested at beginning of period (in shares) | 164,867 | |
Granted (in shares) | 398,164 | 131,752 |
Vested (in shares) | (72,966) | (45,521) |
Vested shares tax portion (in shares) | (8,114) | (1,387) |
Expired/Forfeited (in shares) | (84,817) | (8,587) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 473,391 |
SHARE-BASED COMPENSATION - Empl
SHARE-BASED COMPENSATION - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | 12 Months Ended | |
Dec. 25, 2016offering_periodshares | Dec. 27, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of reserved shares of common stock for future issuance (in shares) | 250,000 | |
Number of offering period | offering_period | 4 | |
Number of shares issued under employee stock purchase plan | 28,264 | 21,623 |
Number of shares available for future awards (in shares) | 184,325 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair market value exercise price awarded | 85.00% |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share Repurchase Program (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Dec. 27, 2015 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized repurchase amount (up to) | $ 1,000,000 | ||
Amount repurchased of outstanding shares | $ 100,000 | $ 98,252 | |
Number of shares repurchases in outstanding shares (in shares) | 24,500 | ||
Weighted average purchase price per share (in dollars per share) | $ 4.01 |
SHARE-BASED COMPENSATION - St84
SHARE-BASED COMPENSATION - Stock-based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Equity [Abstract] | ||
Stock-based compensation | $ 0.4 | $ 0.4 |
SHARE-BASED COMPENSATION - Pref
SHARE-BASED COMPENSATION - Preferred Stock (Details) | Dec. 25, 2016$ / sharesshares |
Equity [Abstract] | |
Authorized shares of preferred stock (in shares) | 10,000,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred shares issued (in shares) | 0 |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit Components (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | ||
Current Federal Tax Expense (Benefit) | $ 19,911 | $ 0 |
Federal | ||
Deferred | (1,823,443) | (80,469) |
State | ||
Current | (81,500) | 0 |
Deferred | (385,760) | (3,045) |
Income tax benefit | $ (2,270,792) | $ (83,514) |
INCOME TAXES - Income Tax Ben87
INCOME TAXES - Income Tax Benefit Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at federal statutory rate | $ 465,207 | $ (200,728) |
State income tax, net of federal benefit | 132,740 | 1,592 |
Permanent differences | 70,206 | 1,508,666 |
Tax credits | (1,748,632) | (1,393,044) |
Benefit resulting from restructuring | (3,016,513) | 0 |
Change in valuation allowance (Bagger Dave's) | 1,826,200 | |
Income tax benefit | $ (2,270,792) | $ (83,514) |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 11,223,494 | $ 3,315,739 |
Deferred rent expense | 752,897 | 124,764 |
Start-up costs | 129,152 | 138,832 |
Tax credit carry-forwards | 6,559,392 | 4,522,041 |
Interest rate swaps | 481,267 | 518,589 |
Sale leaseback deferred gain | 629,924 | 579,600 |
Share-based compensation | 239,925 | 457,680 |
Accrued closure liabilities | 36,432 | 31,281 |
Other | 967,812 | 375,758 |
Total deferred tax assets | 21,020,295 | 10,064,284 |
Deferred tax liabilities: | ||
Tax depreciation in excess of book | 2,366,739 | 4,486,770 |
Goodwill amortization in excess of book | 2,402,628 | 1,208,831 |
Total deferred tax liabilities | 4,769,367 | 5,695,601 |
Net deferred income tax assets | $ 16,250,928 | $ 4,368,683 |
INCOME TAXES - Narratives (Deta
INCOME TAXES - Narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Note 10 - Income Taxes (Details) [Line Items] | ||
Deferred tax asset, valuation allowance | $ 1,826,200 | |
Tax benefit from restructuring | $ (3,016,513) | $ 0 |
Operating loss and general business tax credit carryforwards expiration period | 20 years | |
Business tax credits | $ 6,600,000 | |
Accrued interest amounts or penalties related to uncertain tax positions | 0 | 0 |
Stock-based compensation tax deductions | ||
Note 10 - Income Taxes (Details) [Line Items] | ||
Operating loss carryforwards | 700,000 | 500,000 |
Internal Revenue Service (IRS) | Domestic tax authority | ||
Note 10 - Income Taxes (Details) [Line Items] | ||
Operating loss carryforwards | $ 33,000,000 | $ 21,400,000 |
OPERATING LEASES - Narratives (
OPERATING LEASES - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Leases, Operating [Abstract] | ||
Total rent expense | $ 8.7 | $ 7 |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payments (Details) | Dec. 25, 2016USD ($) |
Open restaurants | |
Operating Leased Assets [Line Items] | |
2,017 | $ 8,826,295 |
2,018 | 8,421,826 |
2,019 | 7,700,606 |
2,020 | 7,561,189 |
2,021 | 6,691,348 |
Thereafter | 30,114,850 |
Total | 69,316,114 |
Restaurants under development | |
Operating Leased Assets [Line Items] | |
2,017 | 87,500 |
2,018 | 150,000 |
2,019 | 150,000 |
2,020 | 150,000 |
2,021 | 150,000 |
Thereafter | 2,793,250 |
Total | $ 3,480,750 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 25, 2016USD ($)restaurant | Aug. 04, 2016USD ($) | Oct. 31, 2015USD ($) | Dec. 25, 2016USD ($)restaurant | Dec. 27, 2015USD ($) | Apr. 01, 2021restaurant | Jun. 29, 2015restaurant |
Other Commitments [Line Items] | |||||||
Royalty percentage of net sales | 5.00% | 5.00% | |||||
Royalty expense | $ 8,300,000 | $ 7,200,000 | |||||
Modernization cost for a restaurant low range | 600,000 | ||||||
Modernization cost for a restaurant high range | $ 800,000 | ||||||
Discretionary matching percentage of eligible team members contributions | 100.00% | 100.00% | |||||
Discretionary matching percentage of eligible team members gross pay matched | 2.00% | ||||||
Matching contributions amount | $ 200,000 | $ 200,000 | |||||
Violations of fair labor standards act and minimum wage laws | |||||||
Other Commitments [Line Items] | |||||||
Settlement amount | $ 1,900,000 | ||||||
BWW | |||||||
Other Commitments [Line Items] | |||||||
Number of restaurants | restaurant | 64 | 64 | |||||
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||||
Other Commitments [Line Items] | |||||||
Cash contributed | $ 2,000,000 | ||||||
Advertising fund contribution expenses | |||||||
Other Commitments [Line Items] | |||||||
Advertising expenses | $ 5,500,000 | $ 4,600,000 | |||||
Minimum | |||||||
Other Commitments [Line Items] | |||||||
Advertising fund contribution expense (as a percent) | 3.00% | 3.00% | |||||
Minimum | Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||||
Other Commitments [Line Items] | |||||||
Approved cash distribution | $ 2,000,000 | ||||||
Additional funding | 1,000,000 | ||||||
Maximum | |||||||
Other Commitments [Line Items] | |||||||
Advertising fund contribution expense (as a percent) | 3.15% | 3.15% | |||||
Maximum | Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||||
Other Commitments [Line Items] | |||||||
Approved cash distribution | $ 3,000,000 | ||||||
A Sure Wing, LLC | BWW | |||||||
Other Commitments [Line Items] | |||||||
Number of restaurants | restaurant | 18 | ||||||
Scenario, Certain Cities | Minimum | |||||||
Other Commitments [Line Items] | |||||||
Advertising fund contribution expense (as a percent) | 0.25% | 0.25% | |||||
Scenario, Certain Cities | Maximum | |||||||
Other Commitments [Line Items] | |||||||
Advertising fund contribution expense (as a percent) | 0.50% | 0.50% | |||||
Global | Minimum | |||||||
Other Commitments [Line Items] | |||||||
Advertising fund contribution expense (as a percent) | 3.00% | 3.00% | |||||
Global | Maximum | |||||||
Other Commitments [Line Items] | |||||||
Advertising fund contribution expense (as a percent) | 3.15% | 3.15% | |||||
Original number of restaurants required | |||||||
Other Commitments [Line Items] | |||||||
Number of restaurants | restaurant | 42 | 42 | |||||
Open restaurants | |||||||
Other Commitments [Line Items] | |||||||
Number of restaurants | restaurant | 29 | 29 | |||||
ADA Agreement | Forecast | |||||||
Other Commitments [Line Items] | |||||||
Number of restaurants | restaurant | 42 | ||||||
Number of Restaurants Remaining | restaurant | 12 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Net loss from continuing operations | $ 1,515,566 | $ 596,709 | $ 234,344 | $ 1,292,429 | $ (643,977) | $ (915,059) | $ (496,127) | $ 1,548,301 | $ 3,639,048 | $ (506,862) | |
Net loss from discontinued operations | (6,376,900) | (1,985,834) | (416,770) | (862,025) | (8,911,279) | (2,666,476) | (2,822,216) | (1,285,659) | (9,641,529) | (15,685,630) | |
Net loss | $ (4,861,334) | $ (1,389,125) | $ (182,426) | $ 430,404 | $ (9,555,256) | $ (3,581,535) | $ (3,318,343) | $ 262,642 | $ (6,002,481) | $ (16,192,492) | |
Weighted-average shares outstanding (in shares) | 26,664,409 | 26,625,615 | 26,379,065 | 26,298,034 | 26,294,530 | 26,251,621 | 26,151,853 | 26,149,184 | 26,491,549 | 26,211,669 | |
Effect of dilutive securities (in shares) | 0 | 0 | |||||||||
Weighted-average shares outstanding - assuming dilution (in shares) | 26,664,409 | 26,625,615 | 26,379,065 | 26,298,034 | 26,294,530 | 26,251,621 | 26,151,853 | 26,248,337 | 26,491,549 | 26,211,669 | |
Earnings per common share from continuing operations (in dollars per share) | $ 0.06 | $ 0.02 | $ 0.01 | $ 0.05 | $ (0.02) | $ (0.04) | $ (0.02) | $ 0.06 | $ 0.14 | $ (0.02) | |
Earnings per common share from discontinued operations (in dollars per share) | (0.34) | (0.10) | (0.11) | (0.05) | |||||||
Discontinued operations (in dollars per share) | (0.24) | (0.07) | (0.02) | (0.03) | (0.37) | (0.60) | |||||
Earnings per common share (in dollars per share) | (0.18) | (0.05) | (0.01) | 0.02 | (0.36) | (0.14) | (0.13) | 0.01 | (0.23) | (0.62) | |
Earnings per common share - assuming dilution - from continuing operations (in dollars per share) | 0.06 | 0.02 | 0.01 | 0.05 | (0.02) | (0.04) | (0.02) | 0.06 | 0.14 | (0.02) | |
Discontinued operations (in dollars per share) | (0.24) | (0.07) | (0.02) | (0.03) | (0.37) | (0.60) | |||||
Earnings per common share - assuming dilution - from discontinued operations (in dollars per share) | (0.34) | (0.10) | (0.11) | (0.05) | |||||||
Earnings per common share - assuming dilution (in dollars per share) | $ (0.18) | $ (0.05) | $ (0.01) | $ 0.02 | $ (0.36) | $ (0.14) | $ (0.13) | $ 0.01 | $ (0.23) | $ (0.62) | |
Restricted stock | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities | 473,391 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 164,867 |
SUPPLEMENTAL CASH FLOWS INFOR94
SUPPLEMENTAL CASH FLOWS INFORMATION (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 5.5 | $ 3.1 |
Cash paid for income taxes | $ 0.1 | $ 0.1 |
FAIR VALUE OF FINANCIAL INSTR95
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narratives (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Fair Value Disclosures [Abstract] | ||
Total debt | $ 121,186,020 | $ 126,255,990 |
FAIR VALUE OF FINANCIAL INSTR96
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - Fair value measured on a recurring basis - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 2,000,000 | |
Interest rate swaps | $ (1,415,491) | (1,525,255) |
Lease guarantee liability | 306,000 | |
Total | (1,721,491) | 474,745 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,000,000 | |
Interest rate swaps | 0 | |
Lease guarantee liability | 0 | |
Total | 0 | 2,000,000 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Interest rate swaps | (1,415,491) | (1,525,255) |
Lease guarantee liability | 306,000 | |
Total | (1,721,491) | (1,525,255) |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Interest rate swaps | 0 | |
Lease guarantee liability | 0 | |
Total | $ 0 | $ 0 |
ACCUMULATED OTHER COMPREHENSI97
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ (1,006,667) | $ (175,156) |
Gain recorded to other comprehensive income | 109,764 | (1,260,020) |
Tax benefit (expense) | (37,319) | 428,509 |
Total other comprehensive income (loss) | 72,445 | (831,511) |
Accumulated OCL | (934,222) | (1,006,667) |
Investments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 0 | (3,804) |
Gain recorded to other comprehensive income | 5,763 | |
Tax benefit (expense) | (1,959) | |
Total other comprehensive income (loss) | 0 | 3,804 |
Accumulated OCL | 0 | 0 |
Interest Rate Swaps | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (1,006,667) | (171,352) |
Gain recorded to other comprehensive income | 109,764 | (1,265,783) |
Tax benefit (expense) | (37,319) | 430,468 |
Total other comprehensive income (loss) | 72,445 | (835,315) |
Accumulated OCL | $ (934,222) | $ (1,006,667) |
SUMMARY QUARTERLY FINANCIAL D98
SUMMARY QUARTERLY FINANCIAL DATA (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenue | $ 40,801,180 | $ 41,625,312 | $ 40,951,181 | $ 43,143,252 | $ 42,303,292 | $ 41,033,963 | $ 29,610,702 | $ 31,852,089 | $ 166,520,925 | $ 144,800,046 |
Operating profit (loss) | 854,276 | 1,946,629 | 1,387,085 | 3,115,981 | 279,417 | 311,877 | (868,414) | 3,115,605 | 7,303,971 | 2,838,485 |
Income (loss) before income taxes | (844,530) | 519,205 | (17,202) | 1,710,783 | (1,058,693) | (1,498,159) | (728,452) | 2,694,928 | 1,368,256 | (590,376) |
Net income (loss) from continuing operations | 1,515,566 | 596,709 | 234,344 | 1,292,429 | (643,977) | (915,059) | (496,127) | 1,548,301 | 3,639,048 | (506,862) |
Net income (loss) from discontinued operations | (6,376,900) | (1,985,834) | (416,770) | (862,025) | (8,911,279) | (2,666,476) | (2,822,216) | (1,285,659) | (9,641,529) | (15,685,630) |
Net loss | $ (4,861,334) | $ (1,389,125) | $ (182,426) | $ 430,404 | $ (9,555,256) | $ (3,581,535) | $ (3,318,343) | $ 262,642 | $ (6,002,481) | $ (16,192,492) |
Basic earnings per share from: | ||||||||||
Continuing operations (in dollars per share) | $ 0.06 | $ 0.02 | $ 0.01 | $ 0.05 | $ (0.02) | $ (0.04) | $ (0.02) | $ 0.06 | $ 0.14 | $ (0.02) |
Discontinued operations (in dollars per share) | (0.24) | (0.07) | (0.02) | (0.03) | (0.37) | (0.60) | ||||
Basic net loss per share (in dollars per share) | (0.18) | (0.05) | (0.01) | 0.02 | (0.36) | (0.14) | (0.13) | 0.01 | (0.23) | (0.62) |
Fully diluted earnings per share from: | ||||||||||
Continuing operations (in dollars per share) | 0.06 | 0.02 | 0.01 | 0.05 | (0.02) | (0.04) | (0.02) | 0.06 | 0.14 | (0.02) |
Discontinued operations (in dollars per share) | (0.24) | (0.07) | (0.02) | (0.03) | (0.37) | (0.60) | ||||
Fully diluted net loss per share (in dollars per share) | $ (0.18) | $ (0.05) | $ (0.01) | $ 0.02 | $ (0.36) | $ (0.14) | $ (0.13) | $ 0.01 | $ (0.23) | $ (0.62) |
Weighted average number of common shares outstanding | ||||||||||
Basic (in shares) | 26,664,409 | 26,625,615 | 26,379,065 | 26,298,034 | 26,294,530 | 26,251,621 | 26,151,853 | 26,149,184 | 26,491,549 | 26,211,669 |
Diluted (in shares) | 26,664,409 | 26,625,615 | 26,379,065 | 26,298,034 | 26,294,530 | 26,251,621 | 26,151,853 | 26,248,337 | 26,491,549 | 26,211,669 |