Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 26, 2017 | May 04, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Diversified Restaurant Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 26,669,347 | |
Amendment Flag | false | |
Entity Central Index Key | 1,394,156 | |
Entity Filer Category | Smaller Reporting Company | |
Document Period End Date | Mar. 26, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 26, 2017 | Dec. 25, 2016 |
Current assets | ||
Cash and cash equivalents | $ 5,382,263 | $ 4,021,126 |
Accounts receivable | 88,456 | 276,238 |
Inventory | 1,631,565 | 1,700,604 |
Prepaid and other assets | 992,732 | 1,305,936 |
Total current assets | 8,095,016 | 7,303,904 |
Deferred income taxes | 16,410,956 | 16,250,928 |
Property and equipment, net | 54,817,201 | 56,630,031 |
Intangible assets, net | 2,586,563 | 2,666,364 |
Goodwill | 50,097,081 | 50,097,081 |
Other long-term assets | 231,455 | 233,539 |
Total assets | 132,238,272 | 133,181,847 |
Current liabilities | ||
Accounts payable | 4,121,332 | 3,995,846 |
Accrued compensation | 1,980,366 | 2,803,549 |
Other accrued liabilities | 2,893,239 | 2,642,269 |
Current portion of long-term debt | 11,313,759 | 11,307,819 |
Current portion of deferred rent | 194,206 | 194,206 |
Total current liabilities | 20,502,902 | 20,943,689 |
Deferred rent, less current portion | 2,043,552 | 2,020,199 |
Unfavorable operating leases | 571,171 | 591,247 |
Other long-term liabilities | 3,570,054 | 3,859,231 |
Long-term debt, less current portion | 108,263,169 | 109,878,201 |
Total liabilities | 134,950,848 | 137,292,567 |
Commitments and contingencies (Notes 3, 11 and 12) | ||
Stockholders' deficit | ||
Common stock - $0.0001 par value; 100,000,000 shares authorized; 26,636,346 and 26,632,222, respectively, issued and outstanding | 2,611 | 2,610 |
Additional paid-in capital | 21,489,849 | 21,355,270 |
Accumulated other comprehensive loss | (769,778) | (934,222) |
Accumulated deficit | (23,435,258) | (24,534,378) |
Total stockholders' deficit | (2,712,576) | (4,110,720) |
Total liabilities and stockholders' deficit | $ 132,238,272 | $ 133,181,847 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 26, 2017 | Dec. 25, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,636,346 | 26,632,222 |
Common stock, shares outstanding | 26,636,346 | 26,632,222 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 831,120 | $ 430,404 |
Other comprehensive income (loss) | ||
Unrealized changes in fair value of interest rate swaps, net of tax of ($84,714) and $540,296, respectively | 164,444 | (1,048,810) |
Total other comprehensive income (loss) | 164,444 | (1,048,810) |
Comprehensive income (loss) | $ 995,564 | $ (618,406) |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 44,337,964 | $ 43,143,252 |
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | ||
Food, beverage, and packaging costs | 13,038,426 | 12,059,759 |
Compensation costs | 10,965,530 | 10,520,246 |
Occupancy costs | 2,893,852 | 2,766,459 |
Other operating costs | 9,029,876 | 8,573,747 |
General and administrative expenses | 2,356,966 | 2,174,291 |
Pre-opening costs | 31,370 | 123,443 |
Depreciation and amortization | 3,633,254 | 3,762,102 |
Loss on asset disposal | (22,059) | (47,224) |
Total operating expenses | 41,971,333 | 40,027,271 |
Operating profit | 2,366,631 | 3,115,981 |
Interest expense | (1,575,954) | (1,444,940) |
Other income, net | 27,167 | 39,742 |
Income from continuing operations before income taxes | 817,844 | 1,710,783 |
Income tax expense | (22,264) | (418,354) |
Income from continuing operations | 795,580 | 1,292,429 |
Income (loss) from discontinued operations before income taxes | 36,535 | (1,423,704) |
Income tax (expense) benefit of discontinued operations | (995) | 561,679 |
Income (loss) from discontinued operations | 35,540 | (862,025) |
Net Income | $ 831,120 | $ 430,404 |
Basic earnings (loss) per share from: | ||
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ 0.03 | $ 0.05 |
Basic earnings (loss) per share from discontinued operations (in dollars per share) | 0 | (0.03) |
Basic net earnings per share (in dollars per share) | 0.03 | 0.02 |
Diluted earnings (loss) per share from: | ||
Diluted earnings (loss) per share from continuing operations (in dollars per share) | 0.03 | 0.05 |
Diluted earnings (loss) per share from discontinued operations (in dollars per share) | 0 | (0.03) |
Diluted net earnings per share (in dollars per share) | $ 0.03 | $ 0.02 |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 26,629,974 | 26,298,034 |
Diluted (in shares) | 26,629,974 | 26,298,034 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized changes in fair value of interest rate swaps, tax | $ (84,714) | $ 540,296 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings [Member] |
Balance (in shares) at Dec. 27, 2015 | 26,298,725 | ||||
Balance at Dec. 27, 2015 | $ 16,600,352 | $ 2,597 | $ 36,136,319 | $ (18,531,897) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted shares (in shares) | 3,500 | ||||
Forfeitures of restricted shares (in shares) | (10,766) | ||||
Employee stock purchase plan (in shares) | 5,609 | ||||
Employee stock purchase plan | 10,707 | $ 1 | 10,706 | ||
Share-based compensation | 97,426 | 97,426 | |||
Other comprehensive income (loss) | (1,048,810) | ||||
Net income from continuing operations | 1,292,429 | 1,292,429 | |||
Income (loss) from discontinued operations | (862,025) | (862,025) | |||
Balance at Mar. 27, 2016 | $ 16,090,079 | $ 2,598 | 36,244,451 | $ (2,055,477) | (18,101,493) |
Balance (in shares) at Mar. 27, 2016 | 26,297,068 | ||||
Balance (in shares) at Dec. 25, 2016 | 26,632,222 | 26,632,222 | |||
Balance at Dec. 25, 2016 | $ (4,110,720) | $ 2,610 | 21,355,270 | (934,222) | (24,534,378) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forfeitures of restricted shares (in shares) | (1,000) | ||||
Employee stock purchase plan (in shares) | 5,124 | ||||
Employee stock purchase plan | 11,498 | $ 1 | 11,497 | ||
Share-based compensation | 123,082 | 123,082 | |||
Other comprehensive income (loss) | 164,444 | 164,444 | |||
Adoption of ASU 2016-09 (Note 1) | 268,000 | 268,000 | |||
Net income from continuing operations | 795,580 | 795,580 | |||
Income (loss) from discontinued operations | 35,540 | ||||
Balance at Mar. 26, 2017 | $ (2,712,576) | $ 2,611 | $ 21,489,849 | $ (769,778) | $ (23,435,258) |
Balance (in shares) at Mar. 26, 2017 | 26,636,346 | 26,636,346 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Net income | ||
Net Income | $ 831,120 | $ 430,404 |
Income (loss) from discontinued operations | 35,540 | (862,025) |
Net income from continuing operations | 795,580 | 1,292,429 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 3,633,254 | 3,762,102 |
Amortization of debt discount and loan fees | 52,443 | 50,880 |
Amortization of gain on sale-leaseback | (34,794) | (39,301) |
Loss on asset disposal | (22,059) | (47,224) |
Share-based compensation | 123,082 | 97,426 |
Deferred income taxes | 23,259 | 317,225 |
Changes in operating assets and liabilities that provided (used) cash | ||
Accounts receivable | 187,782 | (309,327) |
Inventory | 69,039 | (13,670) |
Prepaid and other assets | (313,204) | (240,947) |
Intangible assets | (18,915) | 46,107 |
Other long-term assets | 2,084 | (8,792) |
Accounts payable | (208,157) | (289,041) |
Accrued liabilities | (577,438) | (942,775) |
Deferred rent | 23,353 | 24,124 |
Net cash provided by operating activities of continuing operations | 4,405,835 | 4,275,558 |
Net cash provided by (used in) operating activities of discontinued operations | 35,540 | (1,163,832) |
Net cash provided by operating activities | 4,441,375 | 3,111,726 |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,430,201) | (6,405,269) |
Net cash used in investing activities of continuing operations | (1,430,201) | (6,405,269) |
Net cash used in investing activities of discontinued operations | 0 | (1,101,142) |
Net cash used in investing activities | (1,430,201) | (7,506,411) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 1,217,621 | 3,311,231 |
Repayments of long-term debt | (2,879,156) | (7,500,000) |
Proceeds from employee stock purchase plan | 11,498 | 10,707 |
Net cash used in financing activities | (1,650,037) | (4,178,062) |
Net increase (decrease) in cash and cash equivalents | 1,361,137 | (8,572,747) |
Cash and cash equivalents, beginning of period | 4,021,126 | 13,499,890 |
Cash and cash equivalents, end of period | $ 5,382,263 | $ 4,927,143 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 26, 2017 | |
Accounting Policies [Abstract] | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 DRH-owned BWW restaurants ( 20 in Michigan, 17 in Florida, 15 in Missouri, 7 in Illinois and 5 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 (the "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"). See Note 2 for additional details. Principles of Consolidation The consolidated financial statements as of March 26, 2017 and December 25, 2016 , and for the three -month periods ended March 26, 2017 and March 27, 2016 , have been prepared by DRH pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information as of March 26, 2017 and for the three -month periods ended March 26, 2017 and March 27, 2016 is unaudited, but, in the opinion of management, reflects all adjustments and accruals necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. The consolidated financial information as of December 25, 2016 is derived from our audited consolidated financial statements and notes thereto for the fiscal year ended December 25, 2016 , which is included in Item 8 in the Fiscal 2016 Annual Report on Form 10-K, and should be read in conjunction with such consolidated financial statements. The results of operations for the three -month periods ended March 26, 2017 and March 27, 2016 are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year ending December 31, 2017 . For Variable Interest Entities ("VIE(s)"), we assess whether we are the primary beneficiary as prescribed by the accounting guidance on the consolidation of VIEs. 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 3 to the accompanying notes to the consolidated financial statements for more details. Segment Reporting Since 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. 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 March 26, 2017 and December 25, 2016 , 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 we do not make this determination, further action would not be required. As of December 25, 2016 , as a result of step zero of the qualitative assessment, the Company has concluded that its goodwill is recoverable. At March 26, 2017 , there were no impairment indicators warranting an analysis. 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 three-month periods ended March 26, 2017 and March 27, 2016 , no impairment was recognized. 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. 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 for the three months ended March 26, 2017 or fiscal year ended December 25, 2016 . Concentration Risks Approximately 78% and 79% of the Company's continuing revenue for the three months ended March 26, 2017 and March 27, 2016 , respectively, were generated from food and beverage sales from restaurants located in the Midwest region. The remaining 22% and 21% of the Company's continuing revenue for the three months ended March 26, 2017 and March 27, 2016 , 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”) and other banks 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. The 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 8 and Note 15 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 unit's 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. DRH has not adopted this standard as of March 26, 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 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 revenue 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 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. Effective December 26, 2016, the Company adopted the accounting guidance contained within ASU 2016-09. As a result, the Company recorded a deferred tax asset and retained earnings increase of $268,000 to recognize the Company's excess tax benefits that existed as of December 25, 2016, on the Consolidated Balance Sheet. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 3 Months Ended |
Mar. 26, 2017 | |
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 company. AMC Burgers, 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. 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. Additionally, as a start-up brand, Bagger Dave's has both higher risk and higher growth potential while BWW, being a mature brand and as a franchisee, has more limited organic growth potential due to the status of its existing market penetration and the need to obtain development rights from the franchisor. 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 Statements of Operations - Bagger Dave's results of operations for the three-month period ended March 27, 2016 have been presented as discontinued operations. Additionally, all activity related to the discontinued operation at the Company is presented as discontinued operations for the three-month period ended March 26, 2017 . • Consolidated Statements of Cash Flows - The Bagger Dave's cash flows from operating and investing activities for the three-month periods ended March 26, 2017 and March 27, 2016 have been presented separately on the face of the cash flow statement. 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: Three Months Ended March 26, 2017 March 27, 2016 Revenue $ — $ 5,269,547 Restaurant operating and closure related costs (exclusive of depreciation and amortization) 66,693 (5,496,874 ) General and administrative expenses (30,158 ) (488,467 ) Depreciation and amortization — (545,615 ) Pre-opening costs — (148,921 ) Other income — 5,530 Impairment and loss on asset disposals — (18,904 ) Income (Loss) from discontinued operations before income taxes 36,535 (1,423,704 ) Income tax (expense) benefit (995 ) 561,679 Total income (loss) from discontinued operations $ 35,540 $ (862,025 ) The operating results of the discontinued operations include only direct expenses incurred by 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. 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 3 for a discussion of involvement the Company will continue to have with Bagger Dave's after the Spin-Off. |
Unconsolidated Variable Interes
Unconsolidated Variable Interest Entities | 3 Months Ended |
Mar. 26, 2017 | |
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 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 three of the Company’s executive officers are currently also on Bagger Dave’s board, there are no agreements in place that require these executive officers to vote in the interests of the Company. In other words, these executive officers do not represent the Company in their capacity as Bagger Dave’s directors. Furthermore, they 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 March 26, 2017 , the Company is a guarantor for 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 as of March 26, 2017 and December 25, 2016 . 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 March 26, 2017 and 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 approximately $9.5 million of future minimum lease payments plus potential additional payments to satisfy maintenance, property tax and insurance requirements under the leases as of March 26, 2017 . 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 less than 2 months to 13 years as of March 26, 2017 . 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 Dave's 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 March 26, 2017 : 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 $ 10,436 Holland, MI Closed 10/09/17 2,101 45,000 Bloomfield, MI Open 01/14/18 2,787 68,333 Shelby Township, MI Open 01/31/18 2,622 64,823 West Chester Township, OH Open 02/01/18 2,866 70,833 Woodhaven, MI Open 11/30/18 4,426 123,667 Traverse City, MI Open 01/31/19 5,887 166,667 Fort Wayne, IN Open 01/31/19 5,424 153,485 Grand Blanc, MI Open 01/31/20 6,759 199,667 Centerville, OH Open 11/30/20 13,293 399,871 Chesterfield Township, MI Open 12/31/20 8,092 243,750 E. Lansing, MI Open 09/10/21 2,334 75,000 Birch Run, MI Open 12/31/24 23,557 734,663 Berkley, MI Open 06/08/29 32,532 1,026,720 Cascade Township, MI Open 06/08/29 29,856 942,264 Avon, IN Closed 06/30/29 48,658 1,535,664 Greenwood, IN Closed 06/30/29 50,372 1,589,760 Canton, MI Open 06/30/30 63,541 2,018,100 Totals $ 306,000 $ 9,468,703 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 26, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are comprised of the following assets: March 26, 2017 December 25, 2016 Equipment 29,506,649 29,426,476 Furniture and fixtures 7,267,527 7,275,923 Leasehold improvements 63,501,105 63,449,082 Restaurant construction in progress 1,708,861 94,595 Total 101,984,142 100,246,076 Less accumulated depreciation (47,166,941 ) (43,616,045 ) Property and equipment, net $ 54,817,201 $ 56,630,031 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 26, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible assets are comprised of the following: March 26, 2017 December 25, 2016 Amortized intangible assets Franchise fees $ 1,290,642 $ 1,290,642 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 2,089,129 Less accumulated amortization (766,818 ) (718,517 ) Amortized intangible assets, net 1,322,311 1,370,612 Unamortized intangible assets Liquor licenses 1,264,252 1,295,752 Total intangible assets, net $ 2,586,563 $ 2,666,364 Amortization expense for the three-month periods ended March 26, 2017 and March 27, 2016 was $21,230 and $22,790 , respectively. Amortization of favorable leases and loan fees are reflected as part of occupancy and interest expense, respectively. The aggregate weighted-average amortization period for intangible assets is 8.3 years at March 26, 2017 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 26, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Fees for accounting support services were paid to an entity owned by a member of the DRH board of directors and a stockholder of the Company. Fees paid during the three months ended March 26, 2017 and March 27, 2016 were $8,300 and $41,682 , respectively. DRH has a liability to Bagger Dave's for expenses paid on behalf of DRH in the amount of $424,089 as of March 26, 2017 , which is included in Other Accrued Liabilities on the Consolidated Balance Sheet. |
Other Accrued Liabilities
Other Accrued Liabilities | 3 Months Ended |
Mar. 26, 2017 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITES March 26, 2017 December 25, 2016 Sales tax payable $ 881,052 $ 816,215 Accrued interest 547,275 442,976 Accrued royalty fees 161,158 144,727 Accrued property taxes 594,105 490,809 Related party payable 424,089 — Other 285,560 747,542 Total other accrued liabilities $ 2,893,239 $ 2,642,269 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of the following obligations: March 26, 2017 December 25, 2016 $120.0 million term loan - the rate at March 26, 2017 and December 25, 2016 was 4.29% and 4.12%, respectively. $ 97,198,617 $ 99,698,616 $30.0 million development line of credit, converted to $18.2 million facility term loan in December 2016 - the rate at March 26, 2017 and December 25, 2016 was 4.29% and 4.21%, respectively. 17,820,320 18,199,476 $5.0 million revolving line of credit - the rate at March 26, 2017 and December 25, 2016 was 6.50% and 6.25%, respectively. 4,000,000 4,000,000 $5.0 million development line of credit - the rate at March 26, 2017 was 4.36%. 1,217,621 — Unamortized discount and debt issuance costs (659,630 ) (712,072 ) Total debt 119,576,928 121,186,020 Less current portion (11,313,759 ) (11,307,819 ) Long-term debt, net of current portion $ 108,263,169 $ 109,878,201 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 refinance an acquisition occurring in second quarter 2015. 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 of $833,333 on the June 2015 Term Loan 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. The June 2015 DLOC is for a term of two years and is subject to certain limitations relative to actual development costs. Once the DLOC is fully drawn, outstanding balances convert into a term note 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. 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, which is subject to certain usage restrictions during each annual period, 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 $659,630 and $712,072 at March 26, 2017 and December 25, 2016 , respectively. The unamortized portion of capitalized debt issuance costs related to the DLOC and RLOC totaled $223,010 and $244,336 at March 26, 2017 and December 25, 2016 , 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. For the three-month periods ended March 26, 2017 and March 27, 2016 , interest expense was $1.6 million and $1.4 million , 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 March 26, 2017 , the Company is in compliance with the loan covenants. At March 26, 2017 , 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 15 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: March 26, 2017 Notional amounts Derivative assets Derivative liabilities Interest rate swaps Rate Expires April 2012 1.4% April 2019 $ 4,761,905 $ — $ 7,619 October 2012 0.9% October 2017 2,142,857 1,611 — July 2013 1.4% April 2018 3,904,762 — 8,019 May 2014 1.5% April 2018 8,750,000 — 31,099 January 2015 1.8% December 2019 21,261,905 — 181,790 August 2015 2.3% June 2020 39,226,322 — 939,417 Total $ 80,047,751 $ 1,611 $ 1,167,944 December 25, 2016 Notional amounts Derivative assets Derivative liabilities Interest rate swaps Rate Expires 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 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Restricted share awards For the three months ended March 26, 2017 , no restricted shares were issued and for the three months ended March 27, 2016 , restricted shares were issued to certain team members at a weighted-average grant date fair value of $2.66 . 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 Compensation Committee. Unrecognized share-based compensation expense of $414,793 at March 26, 2017 will be recognized over the remaining weighted-average vesting period of 1.8 years . The total fair value of shares vested during the three-month periods ended March 26, 2017 and March 27, 2016 , was $0 and $59,631 , respectively. Under the Stock Incentive Plan, there are 70,791 shares available for future awards at March 26, 2017 . The following table presents the restricted shares transactions during the three -month period ended March 26, 2017 : Number of Restricted Stock Shares Unvested, December 25, 2016 473,391 Granted — Vested — Vested shares tax portion — Expired/Forfeited (1,000 ) Unvested, March 26, 2017 472,391 The following table presents the restricted shares transactions during the three -month period ended March 27, 2016 : Number of Restricted Stock Shares Unvested, December 27, 2015 241,124 Granted 3,500 Vested (30,945 ) Expired/Forfeited (10,766 ) Unvested, March 27, 2016 202,913 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 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 March 26, 2017 , 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 March 26, 2017 and March 27, 2016 . Employee stock purchase plan The Company 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 three months ended March 26, 2017 and March 27, 2016 , the Company issued 5,124 and 5,609 shares, respectively. Under the ESPP, there are 179,201 shares available for future purchase at March 26, 2017 . Share-based Compensation Share-based compensation of $0.1 million and $0.1 million was recognized during the three-month periods ended March 26, 2017 and March 27, 2016 , respectively, as compensation cost in the Consolidated Statements of Operations and as additional paid-in capital on the Consolidated Statement of Stockholders' Equity (Deficit) to reflect the fair value of shares vested. 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 March 26, 2017 . 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 | 3 Months Ended |
Mar. 26, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The effective income tax rate for continuing operations for the three-month periods ended March 26, 2017 and March 27, 2016 was 2.7% and 24.5% , respectively. The change in the effective income tax rate for March 26, 2017 compared with March 27, 2016 was primarily attributable to the decrease in income before income taxes. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 26, 2017 | |
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 $2.2 million for both three-month periods ended March 26, 2017 and March 27, 2016 . Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases with initial or remaining lease terms in excess of one year at March 26, 2017 are summarized as follows: Year Amount Remainder of 2017 $ 6,672,071 2018 8,597,826 2019 7,876,606 2020 7,780,028 2021 6,970,160 Thereafter 30,609,163 Total $ 68,505,854 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 26, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company’s ADA with BWLD calls for it to open 42 restaurants by April 1, 2021. As of March 26, 2017 we have opened 29 restaurants under the ADA and have one additional restaurant under development. We are currently in discussions with BWLD with respect to both the timing and desirability of building the remaining 12 restaurants pursuant to the current ADA. If the ADA is not renegotiated, the Company may choose not to build some, or all of the remaining 12 locations in exchange for a fee of $50,000 for each unbuilt unit. The Company is required to pay BWLD royalties ( 5.0% of net sales) and advertising fund contributions (between 3.00% and 3.15% of net sales). In addition, the Company is required to spend an additional 0.25% - 0.50% of regional net sales related to advertising cooperatives for certain metropolitan markets for the term of the individual franchise agreements. The Company incurred $2.2 million in royalty expense for both three-month periods ended March 26, 2017 and March 27, 2016 . Advertising fund contribution and advertising cooperative expenses were $1.4 million for both three-month periods ended March 26, 2017 and March 27, 2016 . 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 can range from approximately $450,000 to $850,000 depending on an individual restaurant's needs. 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. 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. Refer to Note 3 for a discussion of lease guarantees provided by the Company. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 26, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following is a reconciliation of basic and fully diluted earnings per common share for the three-month periods ended March 26, 2017 and March 27, 2016 : Three Months Ended March 26, 2017 March 27, 2016 Income from continuing operations $ 795,580 $ 1,292,429 Income (loss) from discontinued operations 35,540 (862,025 ) Net income $ 831,120 $ 430,404 Weighted-average shares outstanding 26,629,974 26,298,034 Effect of dilutive securities — — Weighted-average shares outstanding - assuming dilution 26,629,974 26,298,034 Earnings per common share from continuing operations $ 0.03 $ 0.05 Earnings per common share from discontinued operations — (0.03 ) Earnings per common share $ 0.03 $ 0.02 Earnings per common share - assuming dilution - from continuing operations 0.03 0.05 Earnings per common share - assuming dilution - from discontinued operations — (0.03 ) Earnings per common share - assuming dilution $ 0.03 $ 0.02 During the three-month periods ended March 26, 2017 and March 27, 2016 , 472,392 and 202,913 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 | 3 Months Ended |
Mar. 26, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOWS INFORMATION | SUPPLEMENTAL CASH FLOWS INFORMATION Other Cash Flows Information Cash paid for interest was $1.4 million during both three-month periods ended March 26, 2017 and March 27, 2016 . Cash paid for income taxes was $0 during both three-month periods ended March 26, 2017 and March 27, 2016 . Supplemental Schedule of Non-Cash Operating, Investing, and Financing Activities Noncash investing activities for property and equipment not yet paid as of March 26, 2017 and March 27, 2016 , was $0.4 million and $1.8 million , respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 26, 2017 | |
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 March 26, 2017 and December 25, 2016 , our financial instruments consisted of cash and cash equivalents, 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 observable market 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 8 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 March 26, 2017 and December 25, 2016 , our total debt was approximately $119.6 million and $121.2 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 three months ended March 26, 2017 and March 27, 2016 . The following table presents the fair values for those liabilities measured on a recurring basis as of March 26, 2017 : FAIR VALUE MEASUREMENTS Description Level 1 Level 2 Level 3 Liability Total Interest rate swaps $ — $ (1,166,333 ) $ — $ (1,166,333 ) Lease guarantee liability — (306,000 ) — (306,000 ) Total $ — $ (1,472,333 ) $ — $ (1,472,333 ) 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 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 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 26, 2017 | |
Stockholders' Equity Note [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes each component of Accumulated Other Comprehensive Income (Loss): Three Months Ended March 26, 2017 Three Months Ended March 27, 2016 Interest Rate Swaps Interest Rate Swaps Beginning balance $ (934,222 ) $ (1,006,667 ) Gain (loss) recorded to other comprehensive income 249,158 (1,589,106 ) Tax benefit (expense) (84,714 ) 540,296 Other comprehensive income (loss) 164,444 (1,048,810 ) Accumulated OCL $ (769,778 ) $ (2,055,477 ) |
Business and Summary of Signi25
Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 26, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements as of March 26, 2017 and December 25, 2016 , and for the three -month periods ended March 26, 2017 and March 27, 2016 , have been prepared by DRH pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information as of March 26, 2017 and for the three -month periods ended March 26, 2017 and March 27, 2016 is unaudited, but, in the opinion of management, reflects all adjustments and accruals necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. The consolidated financial information as of December 25, 2016 is derived from our audited consolidated financial statements and notes thereto for the fiscal year ended December 25, 2016 , which is included in Item 8 in the Fiscal 2016 Annual Report on Form 10-K, and should be read in conjunction with such consolidated financial statements. The results of operations for the three -month periods ended March 26, 2017 and March 27, 2016 are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year ending December 31, 2017 . |
Segment Reporting | Segment Reporting Since 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. |
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 March 26, 2017 and December 25, 2016 , 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 we do not make this determination, further action would not be required. As of December 25, 2016 , as a result of step zero of the qualitative assessment, the Company has concluded that its goodwill is recoverable |
Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets | 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 three-month periods ended March 26, 2017 and March 27, 2016 , no impairment was recognized. 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. 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 for the three months ended March 26, 2017 or fiscal year ended December 25, 2016 . |
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 |
Recent Accounting Pronouncements and Recently Adopted 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 unit's 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. DRH has not adopted this standard as of March 26, 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 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 revenue 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 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. Effective December 26, 2016, the Company adopted the accounting guidance contained within ASU 2016-09. As a result, the Company recorded a deferred tax asset and retained earnings increase of $268,000 to recognize the Company's excess tax benefits that existed as of December 25, 2016, on the Consolidated Balance Sheet |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following are major classes of line items constituting pre-tax loss from discontinued operations: Three Months Ended March 26, 2017 March 27, 2016 Revenue $ — $ 5,269,547 Restaurant operating and closure related costs (exclusive of depreciation and amortization) 66,693 (5,496,874 ) General and administrative expenses (30,158 ) (488,467 ) Depreciation and amortization — (545,615 ) Pre-opening costs — (148,921 ) Other income — 5,530 Impairment and loss on asset disposals — (18,904 ) Income (Loss) from discontinued operations before income taxes 36,535 (1,423,704 ) Income tax (expense) benefit (995 ) 561,679 Total income (loss) from discontinued operations $ 35,540 $ (862,025 ) |
(Tables)
(Tables) | 3 Months Ended |
Mar. 26, 2017 | |
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 March 26, 2017 : 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 $ 10,436 Holland, MI Closed 10/09/17 2,101 45,000 Bloomfield, MI Open 01/14/18 2,787 68,333 Shelby Township, MI Open 01/31/18 2,622 64,823 West Chester Township, OH Open 02/01/18 2,866 70,833 Woodhaven, MI Open 11/30/18 4,426 123,667 Traverse City, MI Open 01/31/19 5,887 166,667 Fort Wayne, IN Open 01/31/19 5,424 153,485 Grand Blanc, MI Open 01/31/20 6,759 199,667 Centerville, OH Open 11/30/20 13,293 399,871 Chesterfield Township, MI Open 12/31/20 8,092 243,750 E. Lansing, MI Open 09/10/21 2,334 75,000 Birch Run, MI Open 12/31/24 23,557 734,663 Berkley, MI Open 06/08/29 32,532 1,026,720 Cascade Township, MI Open 06/08/29 29,856 942,264 Avon, IN Closed 06/30/29 48,658 1,535,664 Greenwood, IN Closed 06/30/29 50,372 1,589,760 Canton, MI Open 06/30/30 63,541 2,018,100 Totals $ 306,000 $ 9,468,703 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment are comprised of the following assets: March 26, 2017 December 25, 2016 Equipment 29,506,649 29,426,476 Furniture and fixtures 7,267,527 7,275,923 Leasehold improvements 63,501,105 63,449,082 Restaurant construction in progress 1,708,861 94,595 Total 101,984,142 100,246,076 Less accumulated depreciation (47,166,941 ) (43,616,045 ) Property and equipment, net $ 54,817,201 $ 56,630,031 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of the following: March 26, 2017 December 25, 2016 Amortized intangible assets Franchise fees $ 1,290,642 $ 1,290,642 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 2,089,129 Less accumulated amortization (766,818 ) (718,517 ) Amortized intangible assets, net 1,322,311 1,370,612 Unamortized intangible assets Liquor licenses 1,264,252 1,295,752 Total intangible assets, net $ 2,586,563 $ 2,666,364 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | OTHER ACCRUED LIABILITES March 26, 2017 December 25, 2016 Sales tax payable $ 881,052 $ 816,215 Accrued interest 547,275 442,976 Accrued royalty fees 161,158 144,727 Accrued property taxes 594,105 490,809 Related party payable 424,089 — Other 285,560 747,542 Total other accrued liabilities $ 2,893,239 $ 2,642,269 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following obligations: March 26, 2017 December 25, 2016 $120.0 million term loan - the rate at March 26, 2017 and December 25, 2016 was 4.29% and 4.12%, respectively. $ 97,198,617 $ 99,698,616 $30.0 million development line of credit, converted to $18.2 million facility term loan in December 2016 - the rate at March 26, 2017 and December 25, 2016 was 4.29% and 4.21%, respectively. 17,820,320 18,199,476 $5.0 million revolving line of credit - the rate at March 26, 2017 and December 25, 2016 was 6.50% and 6.25%, respectively. 4,000,000 4,000,000 $5.0 million development line of credit - the rate at March 26, 2017 was 4.36%. 1,217,621 — Unamortized discount and debt issuance costs (659,630 ) (712,072 ) Total debt 119,576,928 121,186,020 Less current portion (11,313,759 ) (11,307,819 ) Long-term debt, net of current portion $ 108,263,169 $ 109,878,201 |
Fair Values of Derivative Instruments | The following summarizes the fair values of derivative instruments designated as cash flow hedges which were outstanding: March 26, 2017 Notional amounts Derivative assets Derivative liabilities Interest rate swaps Rate Expires April 2012 1.4% April 2019 $ 4,761,905 $ — $ 7,619 October 2012 0.9% October 2017 2,142,857 1,611 — July 2013 1.4% April 2018 3,904,762 — 8,019 May 2014 1.5% April 2018 8,750,000 — 31,099 January 2015 1.8% December 2019 21,261,905 — 181,790 August 2015 2.3% June 2020 39,226,322 — 939,417 Total $ 80,047,751 $ 1,611 $ 1,167,944 December 25, 2016 Notional amounts Derivative assets Derivative liabilities Interest rate swaps Rate Expires 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 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Nonvested Restricted Stock Shares Activity | The following table presents the restricted shares transactions during the three -month period ended March 26, 2017 : Number of Restricted Stock Shares Unvested, December 25, 2016 473,391 Granted — Vested — Vested shares tax portion — Expired/Forfeited (1,000 ) Unvested, March 26, 2017 472,391 The following table presents the restricted shares transactions during the three -month period ended March 27, 2016 : Number of Restricted Stock Shares Unvested, December 27, 2015 241,124 Granted 3,500 Vested (30,945 ) Expired/Forfeited (10,766 ) Unvested, March 27, 2016 202,913 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases with initial or remaining lease terms in excess of one year at March 26, 2017 are summarized as follows: Year Amount Remainder of 2017 $ 6,672,071 2018 8,597,826 2019 7,876,606 2020 7,780,028 2021 6,970,160 Thereafter 30,609,163 Total $ 68,505,854 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of basic and fully diluted earnings per common share for the three-month periods ended March 26, 2017 and March 27, 2016 : Three Months Ended March 26, 2017 March 27, 2016 Income from continuing operations $ 795,580 $ 1,292,429 Income (loss) from discontinued operations 35,540 (862,025 ) Net income $ 831,120 $ 430,404 Weighted-average shares outstanding 26,629,974 26,298,034 Effect of dilutive securities — — Weighted-average shares outstanding - assuming dilution 26,629,974 26,298,034 Earnings per common share from continuing operations $ 0.03 $ 0.05 Earnings per common share from discontinued operations — (0.03 ) Earnings per common share $ 0.03 $ 0.02 Earnings per common share - assuming dilution - from continuing operations 0.03 0.05 Earnings per common share - assuming dilution - from discontinued operations — (0.03 ) Earnings per common share - assuming dilution $ 0.03 $ 0.02 During the three-month periods ended March 26, 2017 and March 27, 2016 , 472,392 and 202,913 shares, respectively, of unvested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the fair values for those liabilities measured on a recurring basis as of March 26, 2017 : FAIR VALUE MEASUREMENTS Description Level 1 Level 2 Level 3 Liability Total Interest rate swaps $ — $ (1,166,333 ) $ — $ (1,166,333 ) Lease guarantee liability — (306,000 ) — (306,000 ) Total $ — $ (1,472,333 ) $ — $ (1,472,333 ) 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 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 ) |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes each component of Accumulated Other Comprehensive Income (Loss): Three Months Ended March 26, 2017 Three Months Ended March 27, 2016 Interest Rate Swaps Interest Rate Swaps Beginning balance $ (934,222 ) $ (1,006,667 ) Gain (loss) recorded to other comprehensive income 249,158 (1,589,106 ) Tax benefit (expense) (84,714 ) 540,296 Other comprehensive income (loss) 164,444 (1,048,810 ) Accumulated OCL $ (769,778 ) $ (2,055,477 ) |
Business and Summary of Signi37
Business and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 26, 2017USD ($)restaurantsegment | Mar. 27, 2016USD ($) | Dec. 25, 2016USD ($)restaurant | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Goodwill | $ | $ 50,097,081 | $ 50,097,081 | |
Asset impairment loss | $ | $ 0 | ||
Impairment of intangible assets | $ | $ 0 | 0 | |
Deferred tax asset | $ | 268,000 | ||
BWW | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 64 | ||
Goodwill | $ | $ 50,100,000 | $ 50,100,000 | |
BWW | Michigan | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 20 | ||
BWW | Indiana | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 5 | ||
BWW | Missouri | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 15 | ||
BWW | Florida | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 17 | ||
BWW | Illinois | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 7 | ||
Facility Closing | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants remaining | |||
Bagger Dave's | |||
Segment Reporting Information [Line Items] | |||
Asset impairment loss | $ | $ 0 | ||
Open Restaurants | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 29 | ||
Detroit Bagger Dave's | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 19 | ||
Original Number of Restaurants Required | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 42 | ||
Additional Agreements | |||
Segment Reporting Information [Line Items] | |||
Number of restaurants | 12 | ||
Accounting Standards Update 2016-09 | Retained Earnings [Member] | |||
Segment Reporting Information [Line Items] | |||
Increase to retained earnings | $ | $ 268,000 | ||
Geographic Concentration Risk | Sales Revenue, Net | Midwest Region | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 78.00% | 79.00% | |
Geographic Concentration Risk | Sales Revenue, Net | Florida | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 22.00% | 21.00% | |
Trademarks | |||
Segment Reporting Information [Line Items] | |||
Useful life | 15 years | ||
Noncompete Agreements | |||
Segment Reporting Information [Line Items] | |||
Useful life | 3 years | ||
Minimum | Franchise Fees | |||
Segment Reporting Information [Line Items] | |||
Useful life | 10 years | ||
Maximum | Franchise Fees | |||
Segment Reporting Information [Line Items] | |||
Useful life | 20 years |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) - USD ($) | Aug. 04, 2016 | Dec. 25, 2016 | Jun. 29, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Senior secured credit facility | $ 155,000,000 | ||
Pre-tax income | $ 50,000,000 | ||
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] | |||
One-time cash distribution | $ 2,000,000 | ||
Additional cash funding, up to | $ 1,000,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Income (loss) from discontinued operations before income taxes | $ 36,535 | $ (1,423,704) |
Income tax (expense) benefit of discontinued operations | 995 | (561,679) |
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 0 | 5,269,547 |
Restaurant operating and closure related costs (exclusive of depreciation and amortization) | (66,693) | 5,496,874 |
General and administrative expenses | 30,158 | 488,467 |
Depreciation and amortization | 0 | 545,615 |
Pre-opening costs | 0 | 148,921 |
Other income | 0 | 5,530 |
Impairment and loss on asset disposals | 0 | 18,904 |
Income (loss) from discontinued operations before income taxes | 36,535 | (1,423,704) |
Income tax (expense) benefit of discontinued operations | (995) | 561,679 |
Total income (loss) from discontinued operations | $ 35,540 | $ (862,025) |
(Details)
(Details) | 3 Months Ended | 12 Months Ended | |
Mar. 26, 2017USD ($) | Dec. 25, 2016restaurant | 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 | $ | $ 9,468,703 | ||
Minimum | |||
Guarantor Obligations [Line Items] | |||
Guarantee term | 2 months | ||
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 |
Lease Schedule (Details)
Lease Schedule (Details) - Property Lease Guarantee | Mar. 26, 2017USD ($) |
Guarantor Obligations [Line Items] | |
Guarantee liability | $ 306,000 |
Future minimum lease payments due | 9,468,703 |
Grandville, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 0 |
Future minimum lease payments due | 10,436 |
Holland, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,101 |
Future minimum lease payments due | 45,000 |
Bloomfield, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,787 |
Future minimum lease payments due | 68,333 |
Shelby Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,622 |
Future minimum lease payments due | 64,823 |
West Chester Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 2,866 |
Future minimum lease payments due | 70,833 |
Woodhaven, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 4,426 |
Future minimum lease payments due | 123,667 |
Traverse City, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 5,887 |
Future minimum lease payments due | 166,667 |
Fort Wayne, IN | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 5,424 |
Future minimum lease payments due | 153,485 |
Grand Blanc, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 6,759 |
Future minimum lease payments due | 199,667 |
Centerville, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 13,293 |
Future minimum lease payments due | 399,871 |
Chesterfield Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 8,092 |
Future minimum lease payments due | 243,750 |
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 | 734,663 |
Berkley, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 32,532 |
Future minimum lease payments due | 1,026,720 |
Cascade Township, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 29,856 |
Future minimum lease payments due | 942,264 |
Avon, IL | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 48,658 |
Future minimum lease payments due | 1,535,664 |
Greenwood, IL | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 50,372 |
Future minimum lease payments due | 1,589,760 |
Canton, MI | |
Guarantor Obligations [Line Items] | |
Guarantee liability | 63,541 |
Future minimum lease payments due | $ 2,018,100 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 26, 2017 | Dec. 25, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 101,984,142 | $ 100,246,076 |
Less accumulated depreciation | (47,166,941) | (43,616,045) |
Property and equipment, net | 54,817,201 | 56,630,031 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,506,649 | 29,426,476 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,267,527 | 7,275,923 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 63,501,105 | 63,449,082 |
Restaurant construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,708,861 | $ 94,595 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 25, 2016 | |
Amortized intangible assets | |||
Franchise fees | $ 1,290,642 | $ 1,290,642 | |
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 | 2,089,129 | |
Less accumulated amortization | (766,818) | (718,517) | |
Amortized intangible assets, net | 1,322,311 | 1,370,612 | |
Unamortized intangible assets | |||
Liquor licenses | 1,264,252 | 1,295,752 | |
Total intangible assets, net | 2,586,563 | $ 2,666,364 | |
Amortization expense | $ 21,230 | $ 22,790 | |
Aggregate weighted-average amortization period | 8 years 3 months 2 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 25, 2016 | |
Related Party Transactions [Abstract] | |||
Professional fees | $ 8,300 | $ 41,682 | |
Due to other related parties | $ 424,089 | $ 0 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) | Mar. 26, 2017 | Dec. 25, 2016 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 881,052 | $ 816,215 |
Accrued interest | 547,275 | 442,976 |
Accrued royalty fees | 161,158 | 144,727 |
Accrued property taxes | 594,105 | 490,809 |
Related party payable | 424,089 | 0 |
Other | 285,560 | 747,542 |
Accrued Liabilities, Current | $ 2,893,239 | $ 2,642,269 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Mar. 26, 2017 | Dec. 25, 2016 |
Debt Instrument [Line Items] | ||
Unamortized discount and debt issuance costs | $ (659,630) | $ (712,072) |
Total | 119,576,928 | 121,186,020 |
Less current portion | (11,313,759) | (11,307,819) |
Long-term debt, net of current portion | 108,263,169 | 109,878,201 |
Term Loan | June 2020 Term Loan | ||
Debt Instrument [Line Items] | ||
Notes payable | 97,198,617 | 99,698,616 |
Line of Credit | June 2020 DLOC | ||
Debt Instrument [Line Items] | ||
Notes payable | 17,820,320 | 18,199,476 |
Line of Credit | June 2018 DLOC | ||
Debt Instrument [Line Items] | ||
Notes payable | 1,217,621 | 0 |
Revolving Credit Facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 4,000,000 | $ 4,000,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Dec. 23, 2016USD ($) | Jun. 29, 2015USD ($) | Mar. 26, 2017USD ($)agreement | Mar. 27, 2016USD ($) | Dec. 25, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 155,000,000 | ||||
Debt issuance costs | $ 197,889 | ||||
Unamortized discount and debt issuance costs | $ 659,630 | 712,072 | |||
Unamortized debt issuance costs | 223,010 | 244,336 | |||
Interest expense | $ 1,575,954 | $ 1,444,940 | |||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Number of interest rate swap agreements | agreement | 6 | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | 120,000,000 | ||||
Payments used to refinance existing outstanding debt | 65,500,000 | ||||
Payments used to refinance and term out the outstanding balance of existing development line of credit loan | 54,000,000 | ||||
Payments of fees and closing costs | $ 500,000 | ||||
Debt term | 5 years | ||||
Debt payment term | 12 years | ||||
Scheduled monthly principal and interest paymеnts | $ 833,333 | ||||
Line of Credit | Development Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 30,000,000 | ||||
Debt term | 2 years | ||||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt term | 5 years | ||||
Senior Secured Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||
Interest rate | 6.50% | 6.25% | |||
June 2020 DLOC | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 18,200,000 | ||||
June 2020 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 30,000,000 | $ 30,000,000 | |||
Interest rate | 4.29% | 4.21% | |||
June 2018 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 5,000,000 | ||||
Interest rate | 4.36% | ||||
June 2015 DLOC | Line of Credit | Development Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | 23,000,000 | ||||
June 2020 Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facility | $ 120,000,000 | $ 120,000,000 | |||
Interest rate | 4.29% | 4.12% | |||
DF Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Periodic payment on princiapal | $ 126,385 | ||||
DF Term Loan | Line of Credit | Development Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Canceled amount of debt previously available | $ 6,800,000 | ||||
Remaining borrowing capacity | $ 5,000,000 | ||||
London Interbank Offered Rate (LIBOR) | Maximum | June 2020 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | 3.50% | |||
London Interbank Offered Rate (LIBOR) | Maximum | June 2018 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | ||||
London Interbank Offered Rate (LIBOR) | Maximum | Revolving Credit Facility | Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | 3.50% | |||
London Interbank Offered Rate (LIBOR) | Maximum | June 2020 Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | 3.50% | |||
London Interbank Offered Rate (LIBOR) | Minimum | June 2020 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.25% | 2.25% | |||
London Interbank Offered Rate (LIBOR) | Minimum | June 2018 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.25% | ||||
London Interbank Offered Rate (LIBOR) | Minimum | Revolving Credit Facility | Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.25% | 2.25% | |||
London Interbank Offered Rate (LIBOR) | Minimum | June 2020 Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.25% | 2.25% | |||
Base Rate | Maximum | June 2020 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.50% | 2.50% | |||
Base Rate | Maximum | June 2018 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.50% | ||||
Base Rate | Maximum | Revolving Credit Facility | Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.50% | 2.50% | |||
Base Rate | Maximum | June 2020 Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.50% | 2.50% | |||
Base Rate | Minimum | June 2020 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.25% | 1.25% | |||
Base Rate | Minimum | June 2018 DLOC | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.25% | ||||
Base Rate | Minimum | Revolving Credit Facility | Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.25% | 1.25% | |||
Base Rate | Minimum | June 2020 Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.25% | 1.25% |
Long-Term Debt (Fair Value of d
Long-Term Debt (Fair Value of derivative Instruments) (Details) - Cash Flow Hedging - USD ($) | Mar. 26, 2017 | Dec. 25, 2016 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amounts | $ 80,047,751 | $ 92,554,018 |
Derivative assets | 1,611 | 0 |
Derivative liabilities | $ 1,167,944 | $ 1,415,491 |
April 2,012 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.40% | 1.40% |
Notional amounts | $ 4,761,905 | $ 5,333,333 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 7,619 | $ 21,037 |
October 2,012 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 0.90% | 0.90% |
Notional amounts | $ 2,142,857 | $ 2,357,143 |
Derivative assets | 1,611 | 0 |
Derivative liabilities | $ 0 | $ 723 |
July 2,013 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.40% | 1.40% |
Notional amounts | $ 3,904,762 | $ 4,761,905 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 8,019 | $ 18,949 |
May 2,014 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.50% | 1.50% |
Notional amounts | $ 8,750,000 | $ 9,285,714 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 31,099 | $ 58,359 |
January 2,015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.80% | 1.80% |
Notional amounts | $ 21,261,905 | $ 21,119,048 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 181,790 | $ 271,144 |
August 2,015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 2.30% | 2.30% |
Notional amounts | $ 39,226,322 | $ 49,696,875 |
Derivative assets | 0 | 0 |
Derivative liabilities | $ 939,417 | $ 1,045,279 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 30, 2010$ / sharesshares | Mar. 26, 2017USD ($)$ / sharesshares | Mar. 27, 2016USD ($)$ / sharesshares | Dec. 25, 2016offering_periodshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ | $ 123,082 | $ 97,426 | ||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Additional Paid-in Capital | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ | $ 123,082 | $ 97,426 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted (in shares) | 210,000 | |||
Expiration period | 6 years | |||
Options, exercise price (in dollars per share) | $ / shares | $ 2.50 | |||
Number of shares reserved for future issuance | 180,000 | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future awards | 179,201 | |||
Number of shares reserved for future issuance | 250,000 | |||
Number of offering periods | offering_period | 4 | |||
Number of shares issued under the ESPP | 5,124 | 5,609 | ||
ESPP | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price, percentage | 85.00% | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value (dollars per share) | $ / shares | $ 2.66 | |||
Restricted Stock | Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense | $ | $ 414,793 | |||
Weighted-average vesting period | 1 year 9 months 2 days | |||
Total fair value of shares vested | $ | $ 0 | $ 59,631 | ||
Number of shares available for future awards | 70,791 | |||
Restricted Stock | Stock Incentive Plan | Ratably over 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock | Stock Incentive Plan | One year period | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Restricted Stock | Stock Incentive Plan | 3 Year anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Shares Transactions) (Details) - Restricted Stock - shares | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested, beginning of period (in shares) | 473,391 | 241,124 |
Granted (in shares) | 0 | 3,500 |
Vested (in shares) | 0 | (30,945) |
Vested shares tax portion (in shares) | 0 | |
Expired/Forfeited (in shares) | (1,000) | (10,766) |
Unvested, end of period (in shares) | 472,391 | 202,913 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 2.70% | 24.50% |
Operating Leases (Narrative) (D
Operating Leases (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Operating Leased Assets [Line Items] | ||
Total rent expense | $ 2.2 | $ 2.2 |
Operating Leases (Future Minimu
Operating Leases (Future Minimum Lease Payments) (Details) - Open Restaurants | Mar. 26, 2017USD ($) |
Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2017 | $ 6,672,071 |
2,018 | 8,597,826 |
2,019 | 7,876,606 |
2,020 | 7,780,028 |
2,021 | 6,970,160 |
Thereafter | 30,609,163 |
Total | $ 68,505,854 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 25, 2016USD ($) | Aug. 04, 2016USD ($) | Mar. 26, 2017USD ($)restaurant | Jun. 29, 2015restaurant |
Loss Contingencies [Line Items] | ||||
Royalty fees, percentage | 5.00% | |||
Royalty fees | $ 2,200,000 | |||
Advertising Fund Contribution Expenses | ||||
Loss Contingencies [Line Items] | ||||
Advertising fund contribution expenses | $ 1,400,000 | |||
Minimum | Global | ||||
Loss Contingencies [Line Items] | ||||
Advertising fund contributions | 3.00% | |||
Minimum | Certain Cities | ||||
Loss Contingencies [Line Items] | ||||
Advertising fund contributions | 0.25% | |||
Maximum | Global | ||||
Loss Contingencies [Line Items] | ||||
Advertising fund contributions | 3.15% | |||
Maximum | Certain Cities | ||||
Loss Contingencies [Line Items] | ||||
Advertising fund contributions | 0.50% | |||
BWW | ||||
Loss Contingencies [Line Items] | ||||
Number of restaurants | restaurant | 64 | |||
A Sure Wing LLC | BWW | ||||
Loss Contingencies [Line Items] | ||||
Number of restaurants | restaurant | 18 | |||
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||||
Loss Contingencies [Line Items] | ||||
Cash contribution to Bagger Dave's | $ 2,000,000 | |||
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Approved Payments for Distributions to Affiliates | $ 2,000,000 | |||
Additional approved funding | $ 1,000,000 | |||
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Approved Payments for Distributions to Affiliates | $ 3,000,000 | |||
Fees For Unbuilt Units | ||||
Loss Contingencies [Line Items] | ||||
Fee for each unbuilt unit | $ 50,000 | |||
Original Number of Restaurants Required | ||||
Loss Contingencies [Line Items] | ||||
Number of restaurants | restaurant | 42 | |||
Open Restaurants | ||||
Loss Contingencies [Line Items] | ||||
Number of restaurants | restaurant | 29 | |||
Additional Agreements | ||||
Loss Contingencies [Line Items] | ||||
Number of restaurants | restaurant | 12 | |||
Potential Penalty Per Undeveloped Restaurant | ||||
Loss Contingencies [Line Items] | ||||
Modernization costs for a restaurant, minimum | $ 450,000 | |||
Modernization costs for a restaurant, maximum | $ 850,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Restricted Stock | ||
Class of Stock [Line Items] | ||
Unvested restricted stock, antidilutive | 472,392 | 202,913 |
Earnings Per Share EPS (Details
Earnings Per Share EPS (Details) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Earnings Per Share [Abstract] | ||
Net income from continuing operations | $ 795,580 | $ 1,292,429 |
Income (loss) from discontinued operations | 35,540 | (862,025) |
Net Income | $ 831,120 | $ 430,404 |
Weighted-average shares outstanding (in shares) | 26,629,974 | 26,298,034 |
Effect of dilutive securities (in shares) | 0 | 0 |
Weighted-average shares outstanding - assuming dilution (in shares) | 26,629,974 | 26,298,034 |
Earnings per common share from continuing operations (in dollars per share) | $ 0.03 | $ 0.05 |
Earnings per common share from discontinued operations (in dollars per share) | 0 | (0.03) |
Earnings per common share (in dollars per share) | 0.03 | 0.02 |
Earnings per common share - assuming dilution - from continuing operations (in dollars per share) | 0.03 | 0.05 |
Earnings per common share - assuming dilution - from discontinued operations (in dollars per share) | 0 | (0.03) |
Earnings per common share - assuming dilution (in dollars per share) | $ 0.03 | $ 0.02 |
Supplemental Cash Flows Infor57
Supplemental Cash Flows Information (Details) - USD ($) | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 1,400,000 | $ 1,400,000 |
Cash paid for income taxes | 0 | 0 |
Property and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment not yet paid | $ 400,000 | $ 1,800,000 |
Fair Value of Financial Instr58
Fair Value of Financial Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 25, 2016 | |
Fair Value Disclosures [Abstract] | |||
Level 2 to level 1 transfers, assets | $ 0 | $ 0 | |
Level 2 to level 1 transfers, liabilities | 0 | 0 | |
Asset transfers into level 3 | 0 | $ 0 | |
Liability transfers into level 3 | 0 | $ 0 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 119,576,928 | 121,186,020 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | (1,166,333) | (1,415,491) | |
Guarantees, Fair Value Disclosure | (306,000) | (306,000) | |
Total | (1,472,333) | (1,721,491) | |
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 0 | 0 | |
Guarantees, Fair Value Disclosure | 0 | 0 | |
Total | 0 | 0 | |
Fair Value, Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | (1,166,333) | (1,415,491) | |
Guarantees, Fair Value Disclosure | (306,000) | (306,000) | |
Total | (1,472,333) | (1,721,491) | |
Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 0 | 0 | |
Guarantees, Fair Value Disclosure | 0 | 0 | |
Total | $ 0 | $ 0 |
Accumulated Other Comprehensi59
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | |||
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 25, 2016 | Dec. 27, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | $ (2,712,576) | $ 16,090,079 | $ (4,110,720) | $ 16,600,352 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (934,222) | |||
Total other comprehensive income (loss) | 164,444 | (1,048,810) | ||
Accumulated OCL | (769,778) | |||
Interest Rate Swaps | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity Attributable to Parent | $ (1,006,667) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (934,222) | |||
Gain (loss) recorded to other comprehensive income | 249,158 | (1,589,106) | ||
Tax benefit (expense) | (84,714) | 540,296 | ||
Total other comprehensive income (loss) | 164,444 | (1,048,810) | ||
Accumulated OCL | $ (769,778) | $ (2,055,477) |