Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Apr. 01, 2018 | May 03, 2018 | |
| Document And Entity Information [Abstract] | ||
| Entity Registrant Name | Bravo Brio Restaurant Group, Inc. | |
| Trading Symbol | BBRG | |
| Entity Central Index Key | 1,495,479 | |
| Current Fiscal Year End Date | --12-30 | |
| Entity Filer Category | Accelerated Filer | |
| Document Type | 10-Q | |
| Document Period End Date | Apr. 1, 2018 | |
| Document Fiscal Year Focus | 2,018 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | false | |
| Entity Common Stock, Shares Outstanding | 15,295,015 |
CONSOLIDATED BALANCE SHEETS
| CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 01, 2018 | Dec. 31, 2017 |
| Current assets | ||
| Cash and cash equivalents | $ 1,737 | $ 393 |
| Accounts receivable | 6,527 | 10,397 |
| Tenant improvement allowance receivable | 116 | 116 |
| Inventories | 2,909 | 3,077 |
| Prepaid expenses and other current assets | 4,464 | 2,060 |
| Total current assets | 15,753 | 16,043 |
| Property and equipment — net | 113,022 | 121,251 |
| Other assets — net | 5,101 | 4,873 |
| Total assets | 133,876 | 142,167 |
| Current liabilities | ||
| Trade and construction payables | 9,630 | 12,614 |
| Accrued expenses | 26,173 | 26,057 |
| Debt, Current | 42,000 | |
| Long-term Debt, Current Maturities | 42,000 | 38,500 |
| Deferred lease incentives | 7,460 | 7,174 |
| Deferred gift card revenue | 15,500 | 19,859 |
| Total current liabilities | 100,768 | 104,204 |
| Deferred lease incentives | 43,943 | 46,493 |
| Long-term debt | 0 | 0 |
| Other long-term liabilities | 21,438 | 21,799 |
| Shareholders’ deficiency in assets | ||
| Common shares, no par value per share— authorized 100,000,000 shares; 21,272,875 shares issued at April 1, 2018 and 21,183,764 shares issued at December 31, 2017 | 203,726 | 203,531 |
| Preferred shares, no par value per share— authorized 5,000,000 shares; issued and outstanding, 0 shares at April 1, 2018 and December 31, 2017 | 0 | 0 |
| Treasury shares, 5,977,860 shares at April 1, 2018 and December 31, 2017 | (81,019) | (81,019) |
| Retained deficit | (154,980) | 152,800 |
| Total shareholders’ deficiency in assets | (32,273) | (30,329) |
| Total liabilities and shareholders’ deficiency in assets | $ 133,876 | $ 142,167 |
CONSOLIDATED BALANCE SHEETS (Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 01, 2018 | Dec. 31, 2017 |
| Common shares, par value | $ 0 | $ 0 |
| Common shares, share authorized | 100,000,000 | 100,000,000 |
| Common shares, share issued | 21,272,875 | 21,183,764 |
| Preferred shares, par value | $ 0 | $ 0 |
| Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
| Preferred shares, shares issued | 0 | 0 |
| Preferred shares, shares outstanding | 0 | 0 |
| Treasury shares, shares | 5,977,860 | 5,977,860 |
CONSOLIDATED STATEMENTS OF OPER
| CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
| Apr. 01, 2018 | Mar. 26, 2017 | |
| Revenues | $ 97,359 | $ 106,719 |
| Costs and expenses | ||
| Cost of sales | 24,853 | 28,211 |
| Labor | 36,683 | 39,070 |
| Operating | 16,951 | 17,085 |
| Occupancy | 8,022 | 8,449 |
| General and administrative expenses | 6,367 | 7,671 |
| Restaurant preopening costs | 0 | 29 |
| Asset Impairment Charges | 3,915 | 0 |
| Depreciation and amortization | 4,922 | 5,114 |
| Total costs and expenses | 101,713 | 105,629 |
| (Loss) income from operations | (4,354) | 1,090 |
| Interest expense, net | 693 | 511 |
| Loss (income) before income taxes | (5,047) | 579 |
| Income tax expense | 25 | 29 |
| Net (loss) income | $ (5,072) | $ 550 |
| Net (loss) income per basic share | $ (0.33) | $ 0.04 |
| Net (loss) income per diluted share | $ (0.33) | $ 0.04 |
| Weighted average shares outstanding-basic | 15,236 | 15,113 |
| Weighted average shares outstanding-diluted | 15,236 | 15,138 |
CONSOLIDATED STATEMENTS OF STOC
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Shares | Retained Deficit | Treasury Stock |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
| New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 2,933 | $ 2,933 | ||
| Beginning balance (in shares) at Dec. 31, 2017 | 21,183,764 | (5,977,860) | ||
| Beginning balance at Dec. 31, 2017 | (30,329) | $ 203,531 | (152,841) | $ (81,019) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
| Net (loss) income | (5,072) | (5,072) | ||
| Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 195 | $ 195 | ||
| Proceeds from the exercise of stock options, shares | ||||
| Proceeds from the exercise of stock options | 0 | |||
| Issuance of shares of restricted stock (in shares) | 89,111 | |||
| Issuance of shares of restricted stock | 0 | $ 0 | ||
| Shares Paid for Tax Withholding for Share Based Compensation | ||||
| Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
| Ending balance (in shares) at Apr. 01, 2018 | 21,272,875 | (5,977,860) | ||
| Ending balance at Apr. 01, 2018 | $ (32,273) | $ 203,726 | $ (154,980) | $ (81,019) |
CONSOLIDATED STATEMENTS OF CASH
| CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
| Apr. 01, 2018 | Mar. 26, 2017 | |
| Cash flows from operating activities: | ||
| Net (loss) income | $ (5,072) | $ 550 |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
| Depreciation and amortization | 5,096 | 5,154 |
| Loss on disposals of property and equipment | 173 | 133 |
| Asset Impairment Charges | 3,915 | 0 |
| Amortization of deferred lease incentives | (2,264) | (1,957) |
| Share-based Compensation | 195 | 270 |
| Changes in assets and liabilities: | ||
| Accounts and tenant improvement allowance receivables | 4,095 | 3,744 |
| Inventories | 168 | 343 |
| Prepaid expenses and other current assets | 303 | 842 |
| Trade and construction payables | (2,893) | (1,619) |
| Deferred gift card revenue | (4,354) | (4,228) |
| Other accrued expenses | 116 | (275) |
| Other — net | (357) | (316) |
| Net cash (used in) provided by operating activities | (879) | 2,641 |
| Cash flows from investing activities: | ||
| Purchase of property and equipment | (864) | (1,891) |
| Net cash used in investing activities | (864) | (1,891) |
| Cash flows from financing activities: | ||
| Proceeds from Issuance of Debt | 105,500 | 185,700 |
| Payments on long-term debt | (102,000) | (186,500) |
| Proceeds from the exercise of stock options | 0 | 3 |
| Shares withheld from restricted stock vesting for minimum tax withholdings | 0 | (20) |
| Loan financing costs | (413) | 0 |
| Net cash provided by (used in) financing activities | 3,087 | (817) |
| Net increase (decrease) in cash and cash equivalents | 1,344 | (67) |
| Cash and cash equivalents — beginning of period | 393 | 444 |
| Cash and cash equivalents — end of period | 1,737 | 377 |
| Supplemental disclosures of cash flow information: | ||
| Interest paid | 497 | 541 |
| Income taxes (refund), net | (91) | (517) |
| Property financed by trade and construction payables | $ 399 | $ 519 |
BASIS OF PRESENTATION
| BASIS OF PRESENTATION - $ / shares | 3 Months Ended | |
| Apr. 01, 2018 | Mar. 07, 2018 | |
| Accounting Policies [Abstract] | ||
| Business Acquisition, Share Price | $ 4.05 | |
| BASIS OF PRESENTATION | BASIS OF PRESENTATION Description of Business — As of April 1, 2018 , Bravo Brio Restaurant Group, Inc. (the “Company”) operated 111 restaurants under the trade names “Bravo! Cucina Italiana ® ,” “Brio Tuscan Grille ™ ,” and “Bon Vie ® .” Of the 111 restaurants the Company operates, there are 47 Bravo! Cucina Italiana ® restaurants, 63 Brio Tuscan Grille ™ restaurants and one Bon Vie ® restaurant in operation in 32 states throughout the United States of America. The Company owns all of its restaurants with the exception of one Brio Tuscan Grille ™ restaurant, which it operates under a management agreement and for which operation it receives a management fee. Additionally, one Brio Tuscan Grille ™ restaurant is operated under a franchise agreement. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. The operating results included herein are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of the 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 revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual amounts may differ from those estimates. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited consolidated financial statements and related condensed notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 14, 2018 (the “ 2017 Annual Report on Form 10-K”). Going Concern — Outstanding debt under the Company's 2014 Credit Agreement is classified as a current liability as of April 1, 2018 on the Company's consolidated balance sheets as the outstanding debt matures on December 1, 2018. The Company's lack of sufficient cash flow to meet its obligation under the existing Credit Agreement at maturity creates substantial doubt about the Company's ability to continue as a going concern. As a result, the Company pursued strategic alternatives, including seeking a refinancing of its outstanding debt, and ultimately entered into an Agreement and Plan of Merger on March 7, 2018 as described below in " Merger Agreement among Bravo Brio Restaurant Group, Inc. and affiliates of Spice Private Equity Ltd." The consummation of the transactions contemplated by the Agreement and Plan of Merger will result in the repayment in full of the Company’s obligations under its senior secured credit facility prior to maturity as the transactions are anticipated to be consummated in the second quarter of fiscal 2018. The financial statements have been prepared assuming that the Company will continue as a going concern for the next twelve months. Accordingly, the unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Merger Agreement among Bravo Brio Restaurant Group, Inc. and affiliates of Spice Private Equity Ltd. — As previously announced, on March 7, 2018, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bugatti Parent, Inc., a Delaware corporation (“Parent”), and Bugatti Merger Sub, Inc., an Ohio corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are investment affiliates of Spice Private Equity Ltd. (“Spice”). Pursuant to the Merger Agreement, upon the closing of the transactions contemplated by the Merger Agreement (i) Merger Sub shall be merged with and into the Company and the Company will survive as a wholly-owned subsidiary of Parent and (ii) each common share, no par value per share (the “Company Common Shares”) (other than treasury stock and any Company Common Stock owned by the Company, Parent, Merger Sub, any of their wholly owned subsidiaries, or any person who properly demands statutory appraisal of their shares) of the Company will be converted into the right to receive an amount in cash equal to $4.05 per share, without interest. Significant Accounting Policies There have been no significant changes to our significant accounting policies during the quarter ended April 1, 2018 as compared to those disclosed in our 2017 Form 10-K, other than the changes described below. Revenue Recognition — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASC 606 and has since issued various amendments which provide further clarification and implementation guidance on ASC 606. This ASU provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The pronouncement is effective for annual and interim reporting periods beginning after December 15, 2017. This ASU permits the use of either the retrospective or modified retrospective transition method. The Company adopted ASC 606 prospectively using the modified retrospective method on January 1, 2018. The transition to ASC 606 represents a change in accounting principle. Revenue from restaurant operations is recognized upon payment by the customer at the time of sale. Revenues are reflected net of sales tax and certain discounts and allowances. The timing of revenue recognition for restaurant operations did not change upon adoption of ASC 606. The most significant impact of the Company's ASC 606 adoption relates to accounting for unredeemed gift cards (breakage) and marketing expenses related to the sale of its gift cards. The Company has historically recognized breakage, based upon historical redemption patterns, when the Company determines the likelihood of redemption of the gift card by the customer is remote and there is no legal obligation to remit the value of unredeemed gift cards to the relevant jurisdiction. In contrast, under ASC 606 the Company recognizes an estimate for potential breakage as gift cards are redeemed based on historical redemption patterns. Recognition of gift card breakage under ASC 606 will not materially change on an annual basis. The Company has historically recognized marketing costs related to the placement of its gift cards at retailers upon the initial sale of the gift card. Additionally, the Company historically recorded a liability upon each sale of such gift cards at full value and recognized revenue upon redemption by the customer. In contrast, under ASC 606 the Company initially records a liability upon the sale of these gift cards and an asset for the related marketing costs, which are considered incremental costs of gift card placement. Gift card revenue is recognized upon redemption by the customer and marketing costs are recognized in proportion to the related gift card redemption. Marketing expense recognition under ASC 606 will not materially change on an annual basis but will be recognized proportionally as gift card redemptions occur. During the thirteen weeks ended April 1, 2018 , the Company recorded $0.7 million of marketing costs related to gift card redemptions and had $2.1 million capitalized related to marketing costs, included in prepaid expenses and other current assets. As of April 1, 2018 , the Company had a liability related to deferred gift card revenue of $15.5 million . Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. The Company recognized an adjustment of approximately $2.9 million to the January 1, 2018 opening balance of retained earnings, reducing the retained deficit from $152.8 million to $149.9 million . The $2.9 million adjustment represents the cumulative effect of initially applying the new standard and is primarily comprised of $2.7 million related to the capitalization of previously expensed marketing costs. The adoption of ASC 606 had an immaterial impact on revenue during the three months ended April 1, 2018 as compared to our historic accounting under ASC 605.The following table presents the Company's revenues disaggregated by revenue source (in thousands): Thirteen Weeks Ended April 1, March 26, 2017 (1) Restaurant Sales, net $ 96,662 $ 106,657 Other Revenue (2) 697 62 Total $ 97,359 $ 106,719 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective transition method. (2) Comprised of revenue from gift card breakage and management fees. Recently Adopted Accounting Standards In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting . This ASU provides clarity and reduces complexity when an entity has changes to the terms or conditions of a share-based payment award, and when an entity should apply modification accounting. This ASU is effective for annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. The Company adopted this guidance during the thirteen weeks ended April 1, 2018. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements and was adopted prospectively. Impact of New Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This ASU requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. This ASU is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. As of April 1, 2018 , the Company has not adopted this ASU. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. The ASU will be adopted using the modified retrospective transition method. In preparation for the adoption of the ASU, the Company is in the process of implementing controls and key system changes to enable the preparation of financial information under the new guidance. |
NET INCOME PER SHARE
| NET INCOME PER SHARE | 3 Months Ended |
| Apr. 01, 2018 | |
| Earnings Per Share [Abstract] | |
| NET INCOME PER SHARE | NET (LOSS) INCOME PER SHARE Basic earnings per share (EPS) data is computed based on weighted average common shares outstanding during the period. Diluted EPS data is computed based on weighted average common shares outstanding, including all potentially issuable common shares. (in thousands, except per share data) Thirteen Weeks Ended April 1, March 26, Net (loss) income $ (5,072 ) $ 550 Weighted average common shares outstanding 15,236 15,113 Effect of dilutive securities: Stock options — 24 Restricted stock — 1 Weighted average common and potentially issuable common shares outstanding—diluted 15,236 15,138 Basic net (loss) income per common share $ (0.33 ) $ 0.04 Diluted net (loss) income per common share $ (0.33 ) $ 0.04 Common share equivalents of 28,762 were excluded from the diluted calculation for the quarter ended April 1, 2018 due to a net loss during the period. Common share equivalents of 258,125 and 460,972 were excluded from the diluted calculation due to their anti-dilutive effect for the thirteen weeks ended April 1, 2018 and March 26, 2017 , respectively. |
STOCK BASED COMPENSATION
| STOCK BASED COMPENSATION | 3 Months Ended |
| Apr. 01, 2018 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| STOCK BASED COMPENSATION | STOCK BASED COMPENSATION In June 2006, the Company adopted the Bravo Development, Inc. Option Plan (the “2006 Plan”) in order to provide an incentive to employees. In conjunction with the Company’s initial public offering, all of the then outstanding options under the 2006 Plan became exercisable and the 2006 Plan was terminated. No further compensation costs will be recorded under the 2006 Plan. The 2006 Plan was replaced with the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (the “Stock Incentive Plan”), which was adopted in October 2010. There was no activity under the plan during the thirteen weeks ended April 1, 2018 . The total number of exercisable shares outstanding was 15,545 as of April 1, 2018 and December 31, 2017. At April 1, 2018 , the remaining contractual term of options outstanding was approximately 1.4 years and all of the options were exercisable. Aggregate intrinsic value is calculated as the difference between the Company’s closing price at the end of the fiscal quarter and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders had they all exercised such options on the fiscal quarter end date. The aggregate intrinsic value for outstanding and exercisable options at April 1, 2018 was $40 thousand . Stock Incentive Plan Restricted stock activity for the thirteen weeks ended April 1, 2018 is summarized as follows: Number of Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2017 415,361 $ 5.90 Granted — $ — Vested (89,111 ) $ 7.68 Forfeited (6,375 ) $ 7.74 Outstanding at April 1, 2018 319,875 $ 5.37 Fair value of the outstanding shares of restricted stock is based on the average of the high and low price of the Company’s shares on the date immediately preceding the date of grant. Stock compensation costs related to shares of restricted stock were approximately $0.2 million and $0.3 million for the thirteen weeks ended April 1, 2018 and March 26, 2017 , respectively. As of April 1, 2018 , total unrecognized stock-based compensation expense related to non-vested shares of restricted stock was approximately $1.4 million taking into account potential forfeitures, which is expected to be recognized over a weighted average period of approximately 2.7 years . These shares of restricted stock will vest, subject to certain exceptions, annually over a four -year period. The Company's restricted stock award agreements allow employees to surrender to the Company shares of stock upon vesting in lieu of their payment of the required personal employment-related taxes. Employees surrendered to the Company 4,732 of restricted stock towards the minimum statutory tax withholdings, which the Company recorded as a reduction in common shares in the amount of approximately $20.0 thousand for the thirteen weeks ended March 26, 2017 . No such transactions were recorded during the thirteen weeks ended April 1, 2018 . |
INCOME TAXES
| INCOME TAXES | 3 Months Ended |
| Apr. 01, 2018 | |
| Income Tax Disclosure [Abstract] | |
| INCOME TAXES | INCOME TAXES Deferred tax assets are reduced by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Both positive and negative evidence are considered in forming management’s judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence that can be objectively verified. Due to the impairment charges recorded during 2017, 2016 and 2015, the Company is in a three-year cumulative loss position. According to ASC Topic No. 740, Income Taxes ("ASU 740"), cumulative losses in recent years represent significant negative evidence in considering whether deferred tax assets are realizable. Based on the required weight of that evidence under ASC 740, the Company has determined that a valuation allowance was needed for all of its net deferred income tax assets. The Company recorded valuation allowances of $60.6 million and $60.3 million as of April 1, 2018 and December 31, 2017 , respectively. The tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets will be recognized as a reduction of future income tax expense. |
SHORT-TERM DEBT Schedule of Sho
| SHORT-TERM DEBT Schedule of Short-term Debt (Notes) | 3 Months Ended |
| Apr. 01, 2018 | |
| Short-term Debt [Abstract] | |
| Debt Disclosure [Text Block] | DEBT Debt at April 1, 2018 and December 31, 2017 consisted of the following (in thousands): April 1, December 31, Term loan $ 30,000 $ 30,000 Revolving credit facility 12,000 8,500 Total 42,000 38,500 Less current maturities 42,000 38,500 Long-term debt $ — $ — On November 5, 2014, the Company entered into a credit agreement (the "2014 Credit Agreement") with a syndicate of financial institutions with respect to its senior secured credit facility. On October 31, 2016, the Company entered into a First Amendment to the 2014 Credit Agreement. The First Amendment redefined the Company's senior secured credit facility and provided for (i) a $35.0 million term loan facility, maturing in 2019, and (ii) a revolving credit facility under which the Company may borrow up to $30.0 million (including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million for swing-line loans), maturing in 2019. On August 1, 2017, the Company entered into a Second Amendment to the 2014 Credit Agreement. The Second Amendment provided for (a) the amendment of the maturity date of the senior secured credit facility from November 5, 2019 to December 1, 2018, (b) a reduction of the amount the Company may borrow pursuant to its revolving credit facility from $30.0 million (including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million for swing-line loans) to (i) $20.0 million (including a sublimit cap of up to $4.0 million for letters of credit and up to $10.0 million for swing-line loans) on August 1, 2017, (ii) $15.0 million (including a sublimit cap of up to $4.0 million for letters of credit and up to $10.0 million for swing-line loans) on January 1, 2018, (iii) $15.0 million (including a sublimit cap of up to $3.0 million for letters of credit and up to $10.0 million for swing-line loans) on March 31, 2018 and (iv) $10.0 million (including a sublimit cap of up to $3.0 million for letters of credit and up to $10.0 million for swing-line loans) on July 2, 2018; and (c) an increase to the fixed quarterly principal payments from $1.0 million per quarter to $2.5 million per quarter beginning on March 30, 2018. Pursuant to the Second Amendment, the Company became required to meet certain financial covenants including a minimum consolidated fixed charge coverage ratio, a maximum consolidated lease-adjusted leverage ratio and a minimum earnings before interest, taxes, depreciation and amortization. In addition to these financial tests, the Second Amendment placed limitations on new restaurant leases until the lease-adjusted leverage ratio meets certain thresholds. Borrowings under the senior secured credit facility bear interest at (i) the Base Rate (as such term is defined in the Amendment) plus the applicable margin of 1.50% to 2.00% or (ii) at a fixed rate for a period of one, two, three or six months equal to the London interbank offered rate, LIBOR, plus the applicable margin of 2.50% to 3.00% . In addition to making fixed quarterly principal payments under the Company’s senior secured credit facility, the Company is required to pay an unused facility fee to the lenders equal to 0.30% to 0.50% per annum on the aggregate amount of the unused revolving credit facility, excluding swing-line loans, commencing on October 31, 2016, payable quarterly in arrears. Borrowings under the Company’s senior secured credit facility are collateralized by a first priority interest in substantially all tangible and intangible personal property of the Company and its subsidiaries. The 2014 Credit Agreement, as amended, provides for bank guarantees under standby letter of credit arrangements in the normal course of business operations. The standby letters of credit are cancellable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letters of credit in accordance with its credit. As of April 1, 2018 , the maximum exposure under these standby letters of credit was $2.9 million . On February 9, 2018, the Company entered into a Third Amendment to the senior secured credit facility. The Third Amendment provided for (a) the definition of “Consolidated EBITDA” to exclude certain litigation settlement payments in an amount not to exceed $1.4 million in the aggregate in the fiscal year ended on or about December 31, 2018 and legal fees and expenses not constituting Transaction Costs (as defined in the Third Amendment) in an amount not to exceed $3.5 million in the aggregate in the fiscal year ended on or about December 31, 2017, (b) prepayments of principal and interest, in increments of $0.5 million , on amounts outstanding under the credit facility: first to outstanding swingline loans, next to outstanding revolving loans, next to letter of credit obligations, and finally to the term loan, if the Company has excess cash or cash equivalents in an amount greater than $3.0 million on an aggregate book basis for three consecutive business days, (c) the Company to reconfirm certain of its reporting obligations to the lenders, (d) an adjustment to the Minimum Consolidated EBITDA (as defined in the Third Amendment) for the period January 1, 2018 through July 1, 2018 to $16.0 million , and for the period July 2, 2018 and thereafter to $19.0 million , and (e) deletion of the requirement that the Company maintain at least $2.0 million in minimum Liquidity (as defined in the Third Amendment) as of the end of each week. On March 14, 2018, the Company entered into a Fourth Amendment to the senior secured credit facility. The Fourth Amendment provided for (a) revision of the maximum consolidated lease-adjusted leverage ratio (as defined in the Credit Agreement) to a maximum of 6.25 (b) deletion of the requirement that the Company make principal payments in the first and second quarters of fiscal 2018 and movement of the third quarter of fiscal 2018 principal payment to October 1, 2018 and (c) an adjustment to the Minimum Consolidated EBITDA (as defined in the Fourth Amendment) for the period January 1, 2018 and thereafter to $15.0 million . Outstanding debt under the Credit Agreement is classified as a current liability as of April 1, 2018 on the Company's consolidated balance sheets as the outstanding debt matures on December 1, 2018. In light of the maturity date, the Company pursued strategic alternatives, including seeking a refinancing of its outstanding debt, and ultimately entered into an Agreement and Plan of Merger on March 7, 2018, as described in Note 1 to our unaudited financial statements. The consummation of the transactions contemplated by the Agreement and Plan of Merger will result in the repayment in full of the Company’s obligations under its senior secured credit facility prior to maturity as the transactions are anticipated to be consummated in the second quarter of fiscal 2018. |
Impairment (Notes)
| Impairment (Notes) | 3 Months Ended |
| Apr. 01, 2018 | |
| Impairment [Abstract] | |
| Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews long-lived assets, such as property, equipment and intangibles subject to amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. The Company regularly reviews any restaurants generating negative or low cash flow for the previous four quarters to determine if impairment testing is warranted. As part of the review, the Company also takes into account that its business is sensitive to seasonal fluctuations, such as the holiday season at the end of the fourth quarter, as it significantly impacts short and long term projections for each location. Other factors considered that may impact expectations of future performance include changes in the economic environment, changes in the manner in which assets are used, unfavorable changes in legal factors or business climate, incurring excess costs in construction of the asset, and overall restaurant operating performance. Based on this analysis, the Company determines whether an indicator of impairment exists. If an impairment indicator is identified, the Company prepares future undiscounted cash flow projections, which take into consideration qualitative factors and future operating plans. The Company forecasts future cash flows by considering recent restaurant level performance, restaurant level operating plans, sales trends, and cost trends for cost of sales, labor and operating expenses. The Company compares the undiscounted cash flow forecast to the assets' carrying value at the restaurant. If the carrying amount of the assets are not recoverable, an impairment charge is recognized based upon the amount by which the assets' carrying value exceeds fair value. Fair value is estimated using a discounted cash flow approach. The impairment assessment process requires a significant degree of management’s judgment. At any given time, the Company may be monitoring a number of locations, and future impairment charges could be required if individual restaurant performance does not improve. As a result of the above mentioned review process, the Company incurred a non-cash impairment charge of $3.9 million during the thirteen weeks ended April 1, 2018 related to two restaurants. The Company did not recognize an impairment charge during the thirteen weeks ended March 26, 2017 . The Company's impairment assessment process requires the use of estimates and assumptions regarding future undiscounted cash flows and operating outcomes, which are based upon a significant degree of management’s judgment. The estimates used in the impairment analysis represent a Level 3 fair value measurement. The Company continues to assess the performance of restaurants and monitors the need for future impairment. Changes in the economic environment, real estate markets, capital spending, and overall operating performance could impact these estimates and result in future impairment charges. There can be no assurance that future impairment tests will not result in additional charges to earnings. |
SUBSEQUENT EVENTS (Notes)
| SUBSEQUENT EVENTS (Notes) | 3 Months Ended |
| Apr. 01, 2018 | |
| Subsequent Event [Line Items] | |
| Subsequent Events [Text Block] | On April 18, 2018, the Company filed a Definitive 14A Proxy Statement with the SEC. The proxy statement includes a proposal for the Company’s shareholders to consider and vote upon a proposal to approve and adopt the Merger Agreement, dated as of March 7, 2018. The consummation of the transactions contemplated by the Merger Agreement are subject to customary closing conditions, including, among others, (1) the approval of the merger by holders of a majority of the outstanding Company Common Shares, (2) the absence of any law prohibiting, or any order, injunction or certain other legal impediments restraining, enjoining or otherwise prohibiting, the consummation of the merger, (3) subject to certain materiality and other qualifications, the accuracy of representations and warranties made by the Company, on the one hand, and Parent and Merger Sub, on the other hand, (4) the performance in all material respects by each of the Company and Parent and Merger Sub, respectively, of its obligations under the Merger Agreement, and (5) in the case of Parent’s obligations to complete the merger, the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement. The transactions contemplated by the Merger Agreement are expected to be completed by the end of the second quarter of fiscal 2018. The Company cannot predict with certainty when, or if, such transactions will be completed because the completion of such transactions are subject to conditions beyond the control of the Company. On April 23, 2018, Mr. Jon Dagenbach filed a purported shareholder class action against the Company and the individual members of the Company’s Board of Directors (collectively, the “Company Board”) in the United States District Court for the Southern District of Ohio. The case is captioned Jon Dagenbach v. Bravo Brio Restaurant Group, Inc. et al., No. 2:18-cv-00375-ALM. Mr. Dagenbach’s lawsuit alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed merger contemplated by the Merger Agreement. Mr. Dagenbach alleges that the Company’s proxy statement filed with the Securities and Exchange Commission on April 18, 2018 contains certain material omissions and misstatements and is seeking to enjoin or rescind the transactions contemplated by the Merger Agreement and requests attorneys’ fees and damages in an unspecified amount. On April 24, 2018, Mr. Dagenbach filed a motion for a preliminary injunction to prevent the consummation of the transactions contemplated by the Merger Agreement and on April 25, 2018, Mr. Dagenbach filed a motion to expedite proceedings relating to its motion for a preliminary injunction. The defendants believe these claims are without merit and intend to vigorously defend against these claims. In August 2016, a former restaurant hourly employee filed a putative class and collective action lawsuit in the United States District Court for the Western District of New York, Robert Andreescu v. Bravo Brio Restaurant Group, Inc., alleging that the Company violated New York wage and hour law and the Fair Labor Standards Act, as interpreted by the Department of Labor, by not paying regular minimum wage for time spent performing non-tipped duties. In December 2017, the Company and the plaintiffs in this litigation agreed in principle to settle the litigation for $1.6 million . Based upon the conditions of this settlement, the Company recorded a total expense of $1.0 million in settlement and legal costs during fiscal 2017. The settlement received final approval from the Court on April 23, 2018. No additional expenses related to the case were recorded in the first quarter and no further expenses are anticipated for the remainder of fiscal 2018. |
BASIS OF PRESENTATION Basis of
| BASIS OF PRESENTATION Basis of Presentation (Table) | 3 Months Ended |
| Apr. 01, 2018 | |
| Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
| Disaggregation of Revenue [Table Text Block] | Thirteen Weeks Ended April 1, March 26, 2017 (1) Restaurant Sales, net $ 96,662 $ 106,657 Other Revenue (2) 697 62 Total $ 97,359 $ 106,719 |
NET INCOME PER SHARE (Tables)
| NET INCOME PER SHARE (Tables) | 3 Months Ended |
| Apr. 01, 2018 | |
| Earnings Per Share [Abstract] | |
| Computations of Basic and Diluted Earnings Per Common Share | (in thousands, except per share data) Thirteen Weeks Ended April 1, March 26, Net (loss) income $ (5,072 ) $ 550 Weighted average common shares outstanding 15,236 15,113 Effect of dilutive securities: Stock options — 24 Restricted stock — 1 Weighted average common and potentially issuable common shares outstanding—diluted 15,236 15,138 Basic net (loss) income per common share $ (0.33 ) $ 0.04 Diluted net (loss) income per common share $ (0.33 ) $ 0.04 |
SHORT-TERM DEBT Components of L
| SHORT-TERM DEBT Components of Long-term Debt (Tables) | 3 Months Ended |
| Apr. 01, 2018 | |
| Debt Disclosure [Abstract] | |
| Schedule of Long-term Debt Instruments [Table Text Block] | April 1, December 31, Term loan $ 30,000 $ 30,000 Revolving credit facility 12,000 8,500 Total 42,000 38,500 Less current maturities 42,000 38,500 Long-term debt $ — $ — |
STOCK BASED COMPENSATION (Table
| STOCK BASED COMPENSATION (Tables) | 3 Months Ended |
| Apr. 01, 2018 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| Restricted Stock Activity | Restricted stock activity for the thirteen weeks ended April 1, 2018 is summarized as follows: Number of Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2017 415,361 $ 5.90 Granted — $ — Vested (89,111 ) $ 7.68 Forfeited (6,375 ) $ 7.74 Outstanding at April 1, 2018 319,875 $ 5.37 |
Basis of Presentation (Details)
| Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
| Apr. 01, 2018USD ($)StateRestaurant | Mar. 26, 2017USD ($) | Mar. 07, 2018$ / shares | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
| Significant Accounting Policies [Line Items] | |||||
| Revenue, Net | $ 96,662 | $ 106,657 | |||
| Other Revenue, Net | $ 697 | 62 | |||
| Aggregate number of restaurant operated by company | Restaurant | 111 | ||||
| Number of states where restaurants are operated | State | 32 | ||||
| Aggregate number of restaurant operated under management agreement | Restaurant | 1 | ||||
| Aggregate Number Of Restaurant Operated Under Franchise Agreement | Restaurant | 1 | ||||
| Business Acquisition, Share Price | $ / shares | $ 4.05 | ||||
| Amortization of Deferred Sales Commissions | $ 700 | ||||
| Gift Card Liability, Current | 15,500 | $ 19,859 | |||
| Deferred Sales Commission | 2,100 | ||||
| Impact of Restatement on Opening Retained Earnings, before Tax | $ 2,900 | ||||
| Retained Deficit | 154,980 | (149,900) | $ (152,800) | ||
| Deferred Costs | $ 2,700 | ||||
| Revenues | $ 97,359 | $ 106,719 | |||
| Bravo Cucina Italiana | |||||
| Significant Accounting Policies [Line Items] | |||||
| Aggregate number of restaurant operated by company | Restaurant | 47 | ||||
| Brio Tuscan Grille | |||||
| Significant Accounting Policies [Line Items] | |||||
| Aggregate number of restaurant operated by company | Restaurant | 63 | ||||
| Bon Vie | |||||
| Significant Accounting Policies [Line Items] | |||||
| Aggregate number of restaurant operated by company | Restaurant | 1 | ||||
Computations of Basic and Dilut
| Computations of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
| Apr. 01, 2018 | Mar. 26, 2017 | |
| Earnings Per Share [Abstract] | ||
| Dilutive Securities, Effect on Basic Earnings Per Share | 28,762 | |
| Net (loss) income | $ (5,072) | $ 550 |
| Weighted average common shares outstanding | 15,236,000 | 15,113,000 |
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 258,125 | 460,972 |
| Effect of dilutive securities: | ||
| Stock options | 0 | 24,000 |
| Restricted stock | 0 | 1,000 |
| Weighted average common and potentially issuable common shares outstanding—diluted | 15,236,000 | 15,138,000 |
| Basic net (loss) income per common share | $ (0.33) | $ 0.04 |
| Diluted net (loss) income per common share | $ (0.33) | $ 0.04 |
Long-Term Debt - Additional Inf
| Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | 14 Months Ended | ||||||||
| Dec. 01, 2018 | Jul. 01, 2018 | Dec. 30, 2018 | Dec. 01, 2018 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Jul. 02, 2018 | Apr. 01, 2018 | Mar. 31, 2018 | Feb. 09, 2018 | Jan. 01, 2018 | Aug. 01, 2017 | Oct. 31, 2016 | |
| Debt Instrument [Line Items] | ||||||||||||||
| Long-term Debt, Current Maturities | $ 38,500 | $ 38,500 | $ 42,000 | |||||||||||
| Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | |||||||||||
| Minimum Liquidity Requirement | 2,000 | |||||||||||||
| Sublimit Cap | $ 10,000 | |||||||||||||
| Debt, Current | $ 42,000 | |||||||||||||
| Line of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Excess Cash (Debt Covenant) | $ 3,000 | |||||||||||||
| Revolving Credit Facility [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Leverage Ratio | 625.00% | |||||||||||||
| Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000 | 30,000 | ||||||||||||
| Debt Securities [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Excluded Legal Fees from EBITDA | 3,500 | |||||||||||||
| Letter of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Sublimit Cap | $ 3,000 | 10,000 | ||||||||||||
| Debt Instrument, Periodic Payment, Principal | 1,000 | |||||||||||||
| Letters of Credit Outstanding, Amount | $ 2,900 | |||||||||||||
| Swingline Loans [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Sublimit Cap | 10,000 | $ 10,000 | ||||||||||||
| Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Debt Applicable Margin | 2.50% | |||||||||||||
| Minimum [Member] | Unused lines of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Line Of Credit Facility Unused Capacity Commitment Fee | 0.30% | |||||||||||||
| Minimum [Member] | Alternate Base Rate [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Debt Applicable Margin | 1.50% | |||||||||||||
| Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Debt Applicable Margin | 3.00% | |||||||||||||
| Maximum [Member] | Unused lines of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Line Of Credit Facility Unused Capacity Commitment Fee | 0.50% | |||||||||||||
| Maximum [Member] | Alternate Base Rate [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Debt Applicable Margin | 2.00% | |||||||||||||
| Letter of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Sublimit Cap | $ 4,000 | 4,000 | ||||||||||||
| Swingline Loans [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Sublimit Cap | $ 10,000 | 10,000 | $ 10,000 | |||||||||||
| Revolving Credit Facility [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | $ 30,000 | ||||||||||||
| Long-term Debt | 8,500 | 8,500 | 12,000 | |||||||||||
| Term loan facility [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Long-term Debt | $ 30,000 | $ 30,000 | $ 30,000 | |||||||||||
| Term loan facility | $ 35,000 | |||||||||||||
| Scenario, Forecast [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Consolidated EBITDA | $ 19,000 | $ 16,000 | ||||||||||||
| Scenario, Forecast [Member] | Line of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Repayments of Lines of Credit | $ 500 | |||||||||||||
| Scenario, Forecast [Member] | Revolving Credit Facility [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Consolidated EBITDA | $ 15,000 | |||||||||||||
| Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | |||||||||||||
| Excluded Legal Fees from EBITDA | $ 1,400 | |||||||||||||
| Scenario, Forecast [Member] | Letter of Credit [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Sublimit Cap | 3,000 | |||||||||||||
| Debt Instrument, Periodic Payment, Principal | $ 2,500 | |||||||||||||
| Scenario, Forecast [Member] | Swingline Loans [Member] | ||||||||||||||
| Debt Instrument [Line Items] | ||||||||||||||
| Sublimit Cap | $ 10,000 | |||||||||||||
Stock Based Compensation - Addi
| Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
| Apr. 01, 2018 | Mar. 26, 2017 | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Share-based Compensation | $ 195 | $ 270 |
| Payments Related to Tax Withholding for Share-based Compensation | $ 0 | |
| Equity Option | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Weighted-average remaining contractual term | 1 year 5 months 9 days | |
| Aggregate intrinsic value for outstanding and exercisable options | $ 0 | |
| Restricted Stock | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Share-based Compensation | $ 200 | |
| Weighted-average remaining contractual term | 2 years 8 months 8 days | |
| Unrecognized stock-based compensation expense related to non-vested shares of restricted stock | $ 1,400 | |
| Number of years to vest restricted shares | 4 years | |
| Shares Paid for Tax Withholding for Share Based Compensation | 4,732 | |
| Payments Related to Tax Withholding for Share-based Compensation | $ 0 | |
Restricted Stock Activity (Deta
| Restricted Stock Activity (Detail) - Restricted Stock | 3 Months Ended |
| Apr. 01, 2018$ / sharesshares | |
| Restricted stock activity | |
| Number of Shares Outstanding - beginning of year | shares | 415,361 |
| Weighted-average grant date fair value, Outstanding | $ / shares | $ 5.90 |
| Number of shares, Granted | shares | 0 |
| Weighted-average grant date fair value, Granted | $ / shares | $ 0 |
| Number of shares, Vested | shares | (89,111) |
| Weighted-average grant date fair value, Vested | $ / shares | $ 7.68 |
| Number of shares, Forfeited | shares | (6,375) |
| Weighted-average grant date fair value, Forfeited | $ / shares | $ 7.74 |
| Number of Shares Outstanding - end of Period | shares | 319,875 |
| Weighted-average exercise price | $ / shares | $ 5.37 |
Income Taxes - Additional Infor
| Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Apr. 01, 2018 | Dec. 31, 2017 |
| Income Tax Disclosure [Abstract] | ||
| Deferred Tax Assets, Valuation Allowance | $ 60.6 | $ 60.3 |
Impairment (Details)
| Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
| Apr. 01, 2018 | Mar. 26, 2017 | |
| Impairment [Abstract] | ||
| Asset Impairment Charges | $ 3,915 | $ 0 |
SUBSEQUENT EVENTS (Details)
| SUBSEQUENT EVENTS (Details) $ in Millions | 12 Months Ended |
| Dec. 31, 2017USD ($) | |
| Subsequent Event [Line Items] | |
| Legal Fees | $ 1.6 |
| Litigation Settlement, Expense | $ 1 |