DIVERSIFIED RESTAURANT HOLDINGS, INC., 10-K filed on 4/4/2019
Annual Report
v3.19.1
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 30, 2018
Mar. 29, 2019
Jun. 29, 2018
Document and Entity Information [Abstract]      
Entity Registrant Name Diversified Restaurant Holdings, Inc.    
Entity Central Index Key 0001394156    
Current Fiscal Year End Date --12-30    
Entity Filer Category Non-accelerated Filer    
Document Type 10-K    
Document Period End Date Dec. 30, 2018    
Document Fiscal Year Focus 2018    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Common Stock, Shares Outstanding   33,182,875  
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Shell Company false    
Entity Public Float     $ 17.1
v3.19.1
Consolidated Balance Sheets - USD ($)
Dec. 30, 2018
Dec. 31, 2017
Current assets    
Cash and cash equivalents $ 5,364,014 $ 4,371,156
Accounts receivable 654,322 653,102
Inventory 1,526,779 1,591,363
Prepaid and other current assets 511,835 408,982
Total current assets 8,056,950 7,024,603
Property and equipment, net 34,423,345 48,014,043
Intangible assets, net 2,198,685 2,438,187
Goodwill 50,097,081 50,097,081
Other long-term assets 408,761 185,322
Total assets 95,184,822 107,759,236
Current liabilities    
Accounts payable 4,273,133 4,561,939
Accrued compensation 1,830,415 1,854,127
Other accrued liabilities 2,946,738 2,404,942
Current portion of long-term debt 11,515,093 11,440,433
Current portion of deferred rent 427,479 411,660
Total current liabilities 20,992,858 20,673,101
Deferred rent, less current portion 2,385,961 2,208,238
Deferred income taxes 1,220,087 2,759,870
Unfavorable operating leases 438,944 510,941
Other liabilities 1,587,821 2,346,991
Long-term debt, less current portion 90,907,537 102,488,730
Total liabilities 117,533,208 130,987,871
Commitments and contingencies (Notes 3, 10 and 11)
Stockholders’ deficit:    
Common stock - $0.0001 par value; 100,000,000 shares authorized; 33,200,708 and 26,859,125, respectively, issued and outstanding 3,182 2,625
Additional paid-in capital 27,021,517 21,776,402
Accumulated other comprehensive income (loss) 355,293 (283,208)
Accumulated deficit (49,728,378) (44,724,454)
Total stockholders’ deficit (22,348,386) (23,228,635)
Total liabilities and stockholders’ deficit $ 95,184,822 $ 107,759,236
v3.19.1
Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 30, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 33,200,708 26,859,125
Common stock, shares outstanding (in shares) 33,200,708 26,859,125
v3.19.1
Consolidated Statements of Operations - USD ($)
12 Months Ended
Dec. 30, 2018
Dec. 31, 2017
Income Statement [Abstract]    
Revenue $ 153,138,219 $ 165,462,612
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):    
Food, beverage, and packaging 43,795,044 48,799,718
Compensation costs 41,111,404 41,726,264
Occupancy 11,607,378 11,720,147
Other operating costs 33,455,134 35,062,833
General and administrative expenses 8,246,709 9,081,866
Pre-opening costs 0 405,448
Depreciation and amortization 11,532,662 13,115,072
Impairment and loss on asset disposals 3,772,431 310,536
Total operating expenses 153,520,762 160,221,884
Operating (loss) profit (382,543) 5,240,728
Interest expense (6,416,531) (6,633,709)
Other income, net 112,155 106,586
Loss from continuing operations before income taxes (6,686,919) (1,286,395)
Income tax benefit (expense) of continuing operations 1,682,995 (18,997,756)
Loss from continuing operations (5,003,924) (20,284,151)
Loss from discontinued operations before income taxes 0 (238,253)
Income tax benefit of discontinued operations 0 64,328
Loss from discontinued operations 0 (173,925)
Net loss $ (5,003,924) $ (20,458,076)
Basic and diluted loss per share from:    
Continuing operations (in dollars per share) $ (0.17) $ (0.76)
Discontinued operations (in dollars per share) 0.00 (0.01)
Basic and diluted loss per share (in dollars per share) $ (0.17) $ (0.77)
Weighted average number of common shares outstanding    
Basic and diluted (in shares) 28,969,221 26,717,910
v3.19.1
Consolidated Statements of Comprehensive Loss - USD ($)
12 Months Ended
Dec. 30, 2018
Dec. 31, 2017
Statement of Comprehensive Income [Abstract]    
Net loss $ (5,003,924) $ (20,458,076)
Other comprehensive income    
Unrealized changes in fair value of interest rate swaps, net of tax of ($169,728) and ($335,371) 638,501 651,014
Comprehensive loss $ (4,365,423) $ (19,807,062)
v3.19.1
Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($)
12 Months Ended
Dec. 30, 2018
Dec. 31, 2017
Statement of Comprehensive Income [Abstract]    
Unrealized changes in fair value of interest rate swaps, tax $ (169,728) $ (335,371)
v3.19.1
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Accumulated Deficit
Adoption of ASU 2016-09 (Note 1) $ 268,000       $ 268,000
Balance at beginning of period at Dec. 25, 2016 (4,110,720) $ 2,610 $ 21,355,270 $ (934,222) (24,534,378)
Balance at beginning of period (in shares) at Dec. 25, 2016   26,632,222      
Issuance of restricted shares (in shares)   263,332      
Forfeitures of restricted shares (in shares)   (50,850)      
Shares effectively repurchased for required withholding taxes (62,149) $ (2) (62,147)    
Shares effectively repurchased for required employee withholding taxes (in shares)   (22,716)      
Employee stock purchase plan 65,200 $ 4 65,196    
Employee stock purchase plan (in shares)   37,137      
Share-based compensation 418,096 $ 13 418,083    
Other comprehensive income 651,014     651,014  
Net loss from continuing operations (20,284,151)       (20,284,151)
Net loss from discontinued operations (173,925)       (173,925)
Balance at end of period at Dec. 31, 2017 $ (23,228,635) $ 2,625 21,776,402 (283,208) (44,724,454)
Balance at end of period (in shares) at Dec. 31, 2017 26,859,125 26,859,125      
Issuance of restricted shares (in shares)   975,119      
Forfeitures of restricted shares (in shares)   (35,671)      
Shares effectively repurchased for required withholding taxes $ (70,350) $ (5) (70,345)    
Shares effectively repurchased for required employee withholding taxes (in shares)   (50,163)      
Issuance of common shares from offering, net of fees and expenses of $0.7 million 4,579,781 $ 530 4,579,251    
Issuance of common shares from offering, net of fees and expenses of $.7 million (in shares)   5,300,000      
Employee stock purchase plan 83,122 $ 7 83,115    
Employee stock purchase plan (in shares)   71,274      
Share-based compensation 653,119 $ 25 653,094    
Share-based compensation (in shares)   81,024      
Other comprehensive income 638,501     638,501  
Net loss from continuing operations (5,003,924)       (5,003,924)
Net loss from discontinued operations 0        
Balance at end of period at Dec. 30, 2018 $ (22,348,386) $ 3,182 $ 27,021,517 $ 355,293 $ (49,728,378)
Balance at end of period (in shares) at Dec. 30, 2018 33,200,708 33,200,708      
v3.19.1
Consolidated Statements of Stockholders' Equity (Deficit) Consolidated Statements of Stockholders' Equity (Deficit) Parenthetical
$ in Millions
12 Months Ended
Dec. 30, 2018
USD ($)
Statement of Stockholders' Equity [Abstract]  
Fees and expenses $ 0.7
v3.19.1
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 30, 2018
Dec. 31, 2017
Cash flows from operating activities    
Net loss $ (5,003,924) $ (20,458,076)
Loss from discontinued operations 0 173,925
Net income (loss) from continuing operations (5,003,924) (20,284,151)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:    
Depreciation and amortization 11,532,662 13,115,072
Amortization of debt discount and loan fees 296,385 294,103
Amortization of gain on sale-leaseback (199,834) (131,617)
Impairment and loss on asset disposals 3,772,431 310,536
Share-based compensation 653,094 418,096
Deferred income taxes (1,706,828) 18,943,427
Changes in operating assets and liabilities that provided (used) cash    
Accounts receivable (1,220) (376,864)
Inventory 64,584 109,241
Prepaid and other assets 50,847 896,954
Intangible assets (20,000) (48,806)
Other long-term assets 1,987 48,217
Accounts payable (300,702) 555,089
Accrued liabilities 313,195 (1,357,970)
Deferred rent 193,542 182,477
Net cash provided by operating activities of continuing operations 9,646,219 12,673,804
Net cash used in operating activities of discontinued operations 0 (173,925)
Net cash provided by operating activities 9,646,219 12,499,879
Cash flows from investing activities    
Purchases of property and equipment (1,623,355) (4,687,242)
Net cash used in investing activities (1,623,355) (4,687,242)
Cash flows from financing activities    
Proceeds from issuance of long-term debt 0 4,650,965
Repayments of long-term debt (11,622,559) (12,116,623)
Proceeds from employee stock purchase plan 83,122 65,200
Proceeds from issuance of common stock, net of fees and expenses of $0.7 million 4,579,781 0
Tax withholding for restricted stock (70,350) (62,149)
Net cash used in financing activities (7,030,006) (7,462,607)
Net increase in cash and cash equivalents 992,858 350,030
Cash and cash equivalents, beginning of period 4,371,156  
Cash and cash equivalents, end of period $ 5,364,014 $ 4,371,156
v3.19.1
Consolidated Statements of Cash Flows Consolidated Statement of Cash Flows (Parenthetical)
$ in Millions
12 Months Ended
Dec. 30, 2018
USD ($)
Statement of Cash Flows [Abstract]  
Fees and expenses $ 0.7
v3.19.1
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Diversified Restaurant Holdings, Inc. (“DRH”) is a restaurant company operating a single concept, Buffalo Wild Wings® (“BWW”). As one of the largest franchisees of BWW, we provide a unique guest experience in a casual and inviting environment.

DRH currently operates 64 BWW restaurants (20 in Michigan, 17 in Florida, 15 in Missouri, 7 in Illinois and 5 in Indiana).

On December 25, 2016, the Company completed a spin-off of 19 Bagger Dave's entities and certain real estate entities which house the respective Bagger Dave's entities previously owned by DRH into a new independent publicly traded company, Bagger Dave's Burger Tavern, Inc. ("Bagger Dave's"). For additional details refer to Note 2.

DRH and its wholly-owned subsidiaries AMC Group, Inc. (“AMC”), AMC Wings, Inc. (“WINGS”), and AMC Real Estate, Inc. (“REAL ESTATE” and, collectively, the "Company") own and operate BWW restaurants. DRH is incorporated in Nevada.

We are economically dependent on retaining our franchise rights with BWW. The franchise agreements have specific initial terms with expiration dates ranging from December 2020 through June 2037. After consideration of renewal options, the franchise agreements have expiration dates ranging from December 2025 through June 2052. The franchise agreements are renewable upon written request by the franchisee and upon approval of the franchisor. Franchise agreements are generally renewed if the franchisee has complied with the terms of the franchise agreement.

We follow accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles in the United States of America ("GAAP") that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification ("ASC").

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated.

For Variable Interest Entities ("VIE(s)"), we assess whether we are the primary beneficiary as prescribed by the accounting guidance on the consolidation of a VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. See Note 3 to the accompanying notes to the consolidated financial statements for more details.

Segment Reporting

As of December 30, 2018, the Company has one operating and reportable segment.

Fiscal Year

The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. Fiscal year 2018 ended on December 30, 2018 and was comprised of 52 weeks. Fiscal year 2017 ended on December 31, 2017 was comprised of 53 weeks.

Going Concern

As further discussed in Note 7, the Company has approximately $102.4 million of debt outstanding under its $155.0 million senior secured credit facility with a syndicate of lenders led by Citizens (the “Credit Facility”) with a maturity date of June 29, 2020. The debt agreement contains various customary financial covenants generally based on the earnings of the Company relative to its debt. The financial covenants consist of a quarterly minimum required debt service coverage ratio (the "DSCR") and a maximum permitted lease adjusted leverage ratio (the "LALR") which were reset pursuant an amendment dated February 28, 2018. This amendment also changed the definition of "consolidated EBITDA" used in the calculation of these financial covenants to permit the inclusion of a maximum of $5 million of equity proceeds over the remaining term of the agreement.

On July 24, 2018 the Company completed an underwritten registered public offering of 6 million shares of common stock at a public offering price of $1.00 per share, which included 700,000 shares offered by a certain selling stockholder, for total Company gross proceeds of $5.3 million. The net proceeds from the offering were approximately $4.6 million after deducting the underwriting discounts and commissions and offering expenses payable by us, and were included in "consolidated EBITDA" for purposes of computing financial covenants beginning in the third quarter of 2018.

As of December 30, 2018, the Company was in compliance with its loan covenants. However, beginning in the third quarter of 2019, the net proceeds from the registered public offering will no longer be included in "consolidated EBITDA" and, as a result, the Company is currently forecasting that it may not be in compliance with these financial covenants in the third quarter.

While the Company has successfully negotiated financial covenant amendments in the past and would seek to do so again should it be in default or near a default, there can be no assurance that it will be successful in obtaining a satisfactory amendment.

As a result of this uncertainty coupled with the June 2020 maturity of the Credit Facility, the Company has been in discussions with its current lenders and other sources of capital regarding a possible refinancing and/or replacement of the Credit Facility. The Company is also exploring various other alternatives, including, among other things, possible equity financing. There can be no assurance, however, that any such efforts will be successful.

Until such time as the Company has executed an agreement to amend, refinance or replace the Credit Facility, the Company cannot conclude that it is probable that it will do so and, accordingly, this raises substantial doubt about the Company’s ability to continue as a going concern.

However, the accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying financial statements do not include adjustments that might result from the outcome of this uncertainty, including any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and demand deposits in banks. The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash and cash equivalents. The Company, at times throughout the year, may, in the ordinary course of business, maintain cash balances in excess of federally-insured limits. Management does not believe the Company is exposed to any unusual risks on such deposits.

Accounts Receivable

At December 30, 2018 and December 31, 2017, accounts receivable primarily consist of contractually determined receivables from BWW for gift card reimbursements. Accounts receivable are stated at the amount management expects to collect. Balances that are outstanding after management has used reasonable collection efforts are written off with a corresponding charge to bad debt expense. There was no allowance for doubtful accounts necessary at December 30, 2018 and December 31, 2017.

Gift Cards

The Company records gift cards under a BWW system-wide program. Gift cards sold are recorded as a gift card liability. When redeemed, the gift card liability account is offset by recording the transaction as revenue. At times, gift card redemptions can exceed amounts due to BWW for gift card purchases resulting in an asset balance. Under this centralized system the balance due to/from BWW is settled weekly and we are not responsible for breakage. The Company's gift card balance was an asset of $0.4 million and liability of $0.5 million as of December 30, 2018 and December 31, 2017, respectively.

Inventory

Inventory consists mainly of food and beverage products and is accounted for at the lower of cost or net realizable value using the first in, first out method of inventory valuation. Cash flows related to inventory sales are classified in net cash provided by operating activities in the Consolidated Statements of Cash Flows.

Prepaids and Other Long-Term Assets

Prepaid assets consist principally of prepaid insurance and service contracts and are recognized ratably as operating expense over the period of future benefit. Other assets consist primarily of security deposits for operating leases and utilities.

Property and Equipment

Property and equipment are recorded at cost. Equipment and furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements, which include the cost of improvements funded by landlord incentives or allowances, are amortized using the straight-line method over the lesser of the term of the lease, or the estimated useful lives of the assets, which is typically five to 15 years. Maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the respective accounts and the related gains or losses are credited or charged to earnings.

The Company capitalizes items associated with construction but not yet placed into service, known as construction in progress (“CIP”). Items capitalized include fees associated with the design, build out, furnishing of the restaurants, leasehold improvements, construction period interest (when applicable), equipment, and furniture and fixtures. Restaurant CIP is not amortized or depreciated until the related assets are placed into service. Items are placed into service according to their asset category when the restaurant is open for service.

Intangible Assets

Amortizable intangible assets consist of franchise fees, trademarks, non-compete agreements, and favorable and unfavorable operating leases, 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 - 1020 years, trademarks - 15 years, non-compete - 3 years, and favorable and unfavorable leases - over the term of the respective leases.

Liquor licenses, if transferable, are deemed to have an indefinite life and are carried at the lower of fair value or cost. We identify potential impairments for liquor licenses by comparing the fair value with its carrying amount. If the fair value exceeds the carrying amount, the liquor licenses are not impaired. If the fair value of the asset is less than the carrying amount, an impairment charge is recorded. No impairments were recognized in fiscal years ended December 30, 2018 and December 31, 2017.

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 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. Refer to Note 17 for additional information.

We account for exit or disposal activities, including restaurant closures, in accordance with ASC Topic 420, Exit or Disposal Cost Obligations. Such costs include the cost of disposing of the assets as well as other facility-related expenses from previously closed restaurants. These costs are generally expensed as incurred. Additionally, at the date we cease using a property under an operating lease, we record a liability for the net present value of any remaining lease obligations, net of estimated sublease income. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred.

Goodwill

Goodwill is not amortized and represents the excess of cost over the fair value of identified net assets of businesses acquired. Goodwill is subject to an annual impairment analysis or more frequently if indicators of impairment exist. At both December 30, 2018 and December 31, 2017, we had goodwill of $50.1 million. The goodwill is assigned to the Company's Buffalo Wild Wings reporting unit, which, represents the Company's only reporting unit.

The Company assesses goodwill for impairment on an annual basis during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company’s assessment first reviews relevant qualitative factors 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 quantitative impairment test would be necessary. Conversely, if it is not more likely than not that the fair value of the reporting unit is less than the carrying amount, further action would not be required.

We adopted Accounting Standards Update ("ASU") 2017-04, Topic 350: Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ("ASU 2017-04") as of September 25, 2017. ASU 2017-04 requires goodwill impairment to be measured as the excess of the carrying value over the fair value of the reporting unit, not to exceed the carrying amount of goodwill. The carrying value of our reporting unit as of October 1, 2018 and September 25, 2017 was negative, and therefore goodwill was not impaired as of December 30, 2018 and December 31, 2017.

Deferred Rent

Certain operating leases provide for minimum annual payments that increase over the life of the lease. Typically, our operating leases contain renewal options under which we may extend the initial lease terms for periods of five to 10 years. The aggregate minimum annual payments are expensed on a straight-line basis commencing at the start of our construction period and extending over the term of the related lease. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. The Company also accounts, in its straight-line computation, for the effect of any rental holidays, free rent periods, and landlord incentives or tenant improvement allowances.

Deferred Gains

Deferred gains from sale leaseback transactions are recognized into income over the life of the related operating lease agreements.

Revenue Recognition

Revenue is measured based on consideration specified in implied contracts with our customers and excludes amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation (at the time of sale) by transferring control over a product to a customer. Payment is due at the time the food or merchandise is transferred to the customer. The portion of any sale that results in loyalty rewards being issued is deferred, net of estimated breakage, until redemption.
Disaggregation of Revenue
In the following table, revenue is disaggregated by product mix.

Disaggregated Revenue
 
 
 
 
Product
December 30, 2018
 
December 31, 2017
Food
$
127,808,443

 
$
138,112,003

Alcohol
25,329,776

 
27,350,609

Total
$
153,138,219

 
$
165,462,612


Blazin' Rewards® Loyalty Program

In 2017, the Company completed the implementation of a customer loyalty program, Blazin' Rewards®. The program allows members to earn points when they make purchases at our restaurants. The Company developed an estimate for the value of each point based on historical data. We record the fair value, net of estimated breakage, of the points as a reduction of restaurant sales and establish a liability within deferred revenue as the points are earned. Breakage is the percentage of points earned that are not expected to be redeemed. The revenue associated with the points is recognized upon the redemption of the points. Points generally expire after six months of inactivity.

Nature of Goods Sold
DRH earns revenue through sales of food, beverages, and merchandise to our customers. These sales occur through multiple channels, such as in-restaurant, call-in, online (web-based) and via third party delivery services.
BWW offers a system-wide loyalty program (Blazin’ Rewards®) whereby enrolled customers earn points for each qualifying purchase. As a franchisee, DRH is required to participate in the program. DRH estimates the value of loyalty points earned (the value per point) by dividing the menu price of redeemable items by the loyalty reward points required to redeem that menu item. Points issued as part of the loyalty program expire after 6 months of member inactivity. DRH commissioned a study to determine a reasonable estimate of the breakage rate, which was approximately 32%.

DRH has two types of sales transactions, transactions without loyalty attachment and transactions with loyalty attachment. Transactions without loyalty attachment require no allocation of the transaction price, because the price is observable and fixed based on the menu. Transactions with loyalty attachment have two performance obligations: 1) providing the purchased food and/or merchandise to the customer and, 2) redeeming awarded loyalty points for food or merchandise in the future. In loyalty related transactions the price is allocated to the products sold and the points issued. Revenue related to loyalty points that may be redeemed in the future is deferred, net of estimated breakage, until such loyalty points are redeemed. For additional details refer to Note 6.

The Company offers gift cards for purchase through a BWW system-wide program. Gift cards sold are recorded as a liability to BWW. When redeemed, the gift card liability is offset by recording the transaction as revenue. Net gift card activity is settled with BWW weekly. At times, gift card redemptions may exceed amounts due to BWW for gift card purchases, resulting in an asset balance. Because this is a system-wide program operated by BWW, the Company is not impacted by and does not record breakage.
Advertising

Advertising expenses associated with contributions to the BWW advertising fund and regional cooperatives (between 3.15% and 3.50% of total net sales) are recorded as operating expenses as contributed, while all other advertising expenses are recorded in general and administrative expenses as incurred. Advertising and co-op expenses of continuing operations of $5.0 million and $5.4 million are included in other operating costs in the Consolidated Statements of Operations and advertising expense of $1.1 million and $0.8 million are included in general and administrative expenses in the Consolidated Statements of Operations for the fiscal years ended December 30, 2018 and December 31, 2017, respectively.

Pre-opening Costs

Pre-opening costs are those costs associated with opening new restaurants and will vary based on the number of new locations opening and under construction. Pre-opening costs typically consist of manager salaries, relocation costs, supplies, recruiting expenses, certain marketing costs and costs associated with team member training. The Company also reclassifies labor costs that exceed the historical average for the first three months of restaurant operations that are attributable to training. These costs are expensed as incurred. Pre-opening costs in continuing operations were $0 and $0.4 million for the years ended December 30, 2018 and December 31, 2017, respectively. Excess labor cost incurred after restaurant opening and included in pre-opening cost were approximately $0 and $0.1 million for the fiscal years ended December 30, 2018 and December 31, 2017, respectively.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. A reclassification of the prior year deferred tax table was made to conform to the current year presentation.

The Company applies the provisions of ASC Topic 740, Income Taxes, regarding the accounting for uncertainty in income taxes. The Company classifies all interest and penalties as income tax expense. There are no accrued interest amounts or penalties related to uncertain tax positions as of December 30, 2018 and December 31, 2017.

Earnings Per Common Share

Earnings per share are calculated under the provisions of FASB ASC 260, Earnings per Share, which requires a dual presentation of "basic" and "diluted" earnings per share on the face of the Consolidated Statements of Operations. Basic earnings per common share excludes dilution and is computed by dividing the net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share include dilutive common stock equivalents consisting of stock options determined by the treasury stock method. Restricted stock awards contain non-forfeitable rights to dividends, making such awards participating securities. The calculation of basic and diluted earnings per share uses an earnings allocation method to consider the impact of restricted stock.

Share-based Compensation

The fair value of restricted shares is equal to the number of restricted shares issued times the Company’s stock price on the date of grant and is amortized as compensation expense on a straight-line basis over the service period of the award.

Concentration Risks

Approximately 76.0% and 76.9% of the Company's continuing revenues for the fiscal years ended December 30, 2018 and December 31, 2017, respectively, were generated from food and beverage sales from restaurants located in the Midwest region. The remaining 24.0% and 23.1% of the Company's continuing revenues for the years ended December 30, 2018 and December 31, 2017, 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. 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 7 and Note 14 for additional information on the interest rate swap agreements.

Recent Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815) ("ASU 2017-12"). The amendment expands an entity’s ability to hedge accounting to non-financial and financial risk components and requires changes in fair value of hedging instruments to be presented in the same income statement line as the hedged item. The ASU also amends the presentation and disclosure requirements for the effect of hedge accounting. The ASU must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. The ASU is effective for fiscal years beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated results of operations, cash flows, financial position and disclosures.

In February 2016, FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). 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 have analyzed the impact of the new standard and concluded that the adoption of ASU 2016-02 will materially impact our consolidated financial statements by significantly increasing our non-current assets and liabilities on our consolidated balance sheets in order to record the right of use assets and related lease liabilities for our operating leases. We lease all of our restaurant properties, and operating leases comprise the majority of our current lease portfolio. With respect to implementation, we have substantially completed our review of the accounting standard, which will have a material impact on our consolidated financial statements and will expand our required disclosures. We will adjust comparative periods and have elected the package of practical expedients to not reassess whether a contract is or contains a lease, lease classification, and initial direct costs. We expect adoption of the standard will have the impact of increasing our consolidated assets and liabilities. The Company expects adoption of the standard will not have a material impact on its Consolidated Statements of Comprehensive Income (Loss) or Consolidated Statements of Cash Flows.

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 May 2014, the FASB issued ASU No. 2014-09, Revenue with Contracts from Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. This ASU and subsequently issued amendments, introduce a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 for public companies to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date.

The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. The Company adopted ASU 2014-09 effective as of January 1, 2018, using the modified retrospective transition method to all existing contracts that were not substantially completed at the adoption date. We finalized our analysis and the adoption of ASU 2014-09 which did not have, and is not expected to have, a material impact on the timing or amount of revenue recognized as compared to the Company's previous revenue recognition practices, or our internal controls over financial reporting.

In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-04, Topic 350: Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplified wording and removes step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting units carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. 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. The Company adopted the standard as of September 25, 2017. The Company has one reporting unit with a negative carrying value, and as a result of the adoption of this standard, there has been no goodwill impairment recognized.

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.

Significant Transaction

On July 24, 2018 the Company completed an underwritten registered public offering of 6 million shares of common stock at a price of $1.00 per share, which included 700,000 shares offered by a certain selling stockholder, for total Company gross proceeds of $5.3 million. The net proceeds from the Offering were approximately $4.6 million, after deducting the underwriting discounts and commissions and offering expenses payable by us. We expect to use the net proceeds from the offering for working capital and general corporate purposes, which included repayment of debt.
v3.19.1
DISCONTINUED OPERATIONS (Notes)
12 Months Ended
Dec. 30, 2018
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. owned and operated 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 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.

Prior to the Spin-Off, Bagger Dave’s was a co-obligor on a joint and several basis with the Company on its 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. See Note 9 for additional information related to income taxes.

DRH decided to spin-off Bagger Dave's after considering all reasonable strategic and structural alternatives because of the disparity between the operating models of its two brands, BWW as franchisee, and Bagger Dave's as an owned concept. The management teams of Bagger Dave's and DRH agreed that the nature of the two concepts varied greatly, and that each would 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 less mature 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 provided certain information technology and human resources support, limited accounting support, and other minor administrative functions at no charge. The TSA was intended to assist the discontinued component in efficiently and seamlessly transitioning to stand on its own. Certain provisions of the TSA terminated in December 2017 and the First Amendment to TSA (the "Amended TSA") was entered into effective January 1, 2018. Under the Amended TSA, DRH provides ongoing administrative support to Bagger in certain areas, including information technology, human resources and real estate, in exchange for a fee based on a rate-per-hour of service. The amount charged to Bagger Dave’s was $0.1 million during the year ended December 30, 2018.

Information related to the Bagger Dave's Spin-Off has been reflected in the accompanying consolidated financial statements as follows:

Consolidated Statements of Operations - Bagger Dave's results of operations for the year ended December 31, 2017 have been presented as discontinued operations. There was no gain or loss on the transaction recorded. There was no activity related to the discontinued operation at the Company for the year ended December 30, 2018.

Consolidated Statements of Cash Flows - Bagger Dave's cash flows from operating activities for the year ended December 31, 2017 have been presented separately on the face of the cash flow statements.There was no activity related to the discontinued operation at the Company for the year ended December 30, 2018.

The following are major classes of line items constituting pre-tax loss from discontinued operations:
 
 
Fiscal Years Ended
 
 
December 30, 2018
 
December 31, 2017
Restaurant operating costs (exclusive of depreciation and amortization)
 
$

 
$
95,536

General and administrative expenses
 

 
(334,529
)
Depreciation and amortization
 

 
740

Loss from discontinued operations before income taxes
 

 
(238,253
)
Income tax benefit
 

 
64,328

Total loss from discontinued operations
 
$

 
$
(173,925
)


The operating results of the discontinued operations include only direct expenses incurred by Bagger Dave’s. Discontinued operations exclude certain corporate functions that were previously allocated to Bagger Dave’s. Interest expense was not allocated to discontinued operations because the Company’s debt under the Credit Facility remained with the Company.

The following table summarizes the Company’s accrual activity related to facility closures during the fiscal years ended December 30, 2018 and December 31, 2017:
 
Fiscal 2018
 
Fiscal 2017
Beginning of the year
$

 
$
107,153

Charges

 

Payments/utilizations/other

 
(107,153
)
End of the year
$

 
$



The closure liability of $0.1 million was retained by the Company after the Spin-Off of Bagger Dave's, as it was responsible for certain ongoing lease payments associated with the closures.

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. See Note 3 for a discussion of involvement the Company will continue to have with Bagger Dave's after the Spin-Off.
v3.19.1
UNCONSOLIDATED VARIABLE INTEREST ENTITIES (Notes)
12 Months Ended
Dec. 30, 2018
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 our Executive Chairman is currently also on Bagger Dave’s board, there are no agreements in place that require him to vote in the interests of the Company, as he does not represent the Company in his capacity as a Bagger Dave’s director. As a result, the Company does not consolidate the VIE.

Lease Guarantees

At December 30, 2018 the Company is a guarantor for 10 leases, 3 of which have been re-leased 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.

Upon Spin-Off of Bagger Dave's, in accordance with ASC 460, Guarantees, the Company evaluated its liability from the 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, which is included in other liabilities on the Consolidated Balance Sheet as of December 30, 2018 and December 31, 2017. No liability had previously been recorded before the Spin-Off, as a result of the affiliate relationship between the Company and Bagger Dave’s.

Secondly, the Company considered the contingent component of the guarantees and concluded that, as of December 30, 2018 and December 31, 2017, no loss under the guarantees was probable because all of the Bagger Dave's restaurants subject to the leases is either currently operating or the site has been leased 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 $7.3 million of future minimum lease payments plus potential additional payments to satisfy maintenance, property tax and insurance requirements under the leases as of December 30, 2018. 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. The guarantee expiration dates range from less than 1 month to 11 years as of December 30, 2018. In the event that the Company is required to perform under any of its lease guarantees, we do not believe the liability would be material because we would first seek to minimize the exposure by finding a suitable tenant to lease the space. In many cases, we expect that a replacement tenant would be found and the lessor would agree to release the Company from its future guarantee obligation. Since 2015, 15 Bagger Dave’s locations with DRH lease guarantees were closed. New tenants were found to step into the Company’s lease obligations for 9 of these locations in 3 to 14 months from the date of closure. Over this time, 12 guarantees expired or terminated, and 3 remain obligations 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 history of incurring operating losses;
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 table discloses the guarantee expiration of all Bagger Dave's leases that include a guarantee by the Company as of December 30, 2018:
Guarantee Expiration
Future guaranteed lease payments
Less than six years
423,813

Six to ten years
5,034,624

11 to 15 years
1,843,013

Total
7,301,450

v3.19.1
PROPERTY AND EQUIPMENT, NET
12 Months Ended
Dec. 30, 2018
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET
 
Property and equipment are comprised of the following:
 
 
December 30, 2018
 
December 31, 2017
Equipment
 
$
29,556,728

 
$
30,252,867

Furniture and fixtures
 
7,242,522

 
7,444,792

Leasehold improvements
 
61,044,840

 
64,936,413

Restaurant construction in progress
 
439,321

 
161,942

Total
 
98,283,411

 
102,796,014

Less accumulated depreciation
 
(63,860,066
)
 
(54,781,971
)
Property and equipment, net
 
$
34,423,345

 
$
48,014,043



Depreciation expense for the years ended December 30, 2018 and December 31, 2017 was $11.5 million and $13.0 million, all of which related to continuing operations.
v3.19.1
INTANGIBLE ASSETS
12 Months Ended
Dec. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS
INTANGIBLE ASSETS
 
Intangible assets are comprised of the following: 
 
 
December 30, 2018
 
December 31, 2017
Amortized intangible assets
 
 
 
 
Franchise fees
 
$
1,305,642

 
$
1,290,642

Trademark
 
2,500

 
2,500

Non-compete
 
76,560

 
76,560

Favorable operating leases
 
148,799

 
351,344

Loan fees
 

 
368,083

Total
 
1,533,501

 
2,089,129

 
 
 
 
 
Less accumulated amortization
 
(591,143
)
 
(907,269
)
Amortized intangible assets, net
 
942,358

 
1,181,860

 
 
 
 
 
Unamortized intangible assets
 
 
 
 
Liquor licenses
 
1,256,327

 
1,256,327

Total intangible assets, net
 
$
2,198,685

 
$
2,438,187



Amortization expense for both years ended December 30, 2018 and December 31, 2017 was $0.1 million. Amortization of favorable/unfavorable leases and loan fees are reflected as part of occupancy and interest expense, respectively. Loan fees written off to interest expense during both years ended December 30, 2018 and December 31, 2017 was $0.1 million.

Based on the current intangible assets and their estimated useful lives, future intangible-related expense for the next five years and thereafter is projected as follows:
Year
Amount
2019
$
100,869

2020
100,869

2021
89,388

2022
87,042

2023
85,480

Thereafter
478,710

Total
$
942,358



The aggregate weighted-average amortization period for intangible assets is 7.8 years.
v3.19.1
OTHER ACCRUED LIABILITIES
12 Months Ended
Dec. 30, 2018
Payables and Accruals [Abstract]  
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITES
 
 
December 30, 2018
 
December 31, 2017
Sales tax payable
 
$
940,165

 
$
906,410

Accrued interest
 
484,535

 
481,431

Accrued royalty fees
 
173,189

 
179,114

Accrued property taxes
 
224,865

 
69,970

Accrued loyalty rewards
 
847,434

 
439,106

Other
 
276,550

 
328,911

Total other accrued liabilities
 
$
2,946,738

 
$
2,404,942

v3.19.1
DEBT
12 Months Ended
Dec. 30, 2018
Debt Disclosure [Abstract]  
DEBT
DEBT

Debt consists of the following obligations:
 
 
December 30, 2018
 
December 31, 2017
$120.0 million term loan - the rate at December 30, 2018 and December 31, 2017 was 5.85% and 4.87%, respectively.
 
$
79,698,616

 
$
89,698,616

$30.0 million development line of credit, converted to the DF Term Loan in December 2016 and June 2018. The rate at December 30, 2018 and December 31, 2017 was 5.85% and 4.87%, respectively.
 
18,111,259

 
16,682,853

$5.0 million revolving line of credit - the rate at December 30, 2018 and December 31, 2017 was 6.01% and 5.11%, respectively.
 
5,000,000

 
5,000,000

$5.0 million development line of credit - the rate at December 31, 2017 was 5.00%.
 

 
3,050,965

Unamortized discount and debt issuance costs
 
(387,245
)
 
(503,271
)
 
 
 
 
 
Total debt
 
102,422,630

 
113,929,163

 
 
 
 
 
Current portion of debt
 
(11,515,093
)
 
(11,440,433
)
 
 
 
 
 
Long-term debt
 
$
90,907,537

 
$
102,488,730



On June 29, 2015, the Company entered into a five year $155.0 million senior secured Credit Facility with a syndicate of lenders led by Citizens with a senior lien on all the Company’s personal property and fixtures. The Credit Facility consists of a $120.0 million term loan (the “Term Loan”), a $30.0 million, development line of credit (the “DLOC”), and a $5.0 million (see amendment details immediately following this paragraph) revolving line of credit (the “RLOC”).

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 DLOC to a development facility term loan (the “DF Term Loan” and, together with the Term Loan, the "Term Loans"), (b) canceled $6.8 million previously available under the DLOC, and (c) extended the maturity date on the remaining $5.0 million under the DLOC to June 29, 2018. Upon the maturity of the DLOC on June 29, 2018, the amount outstanding under the DLOC was added to the existing DF Term Loan.

Payments of principal are based upon a 12-year straight-line amortization schedule, with monthly principal payments of $980,906 on the Term Loans, plus accrued interest. As of December 30, 2018, $5.0 million and was outstanding under the RLOC. The entire remaining outstanding principal and accrued interest on the Credit Facility is due and payable on the maturity date of June 29, 2020.

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 represent 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 related to term debt, net of accumulated amortization, totaled $387,245 and $503,271, at December 30, 2018 and December 31, 2017, respectively. Debt discount and debt issuance cost are amortized over the life of the debt and are recorded in interest expense using the effective interest method.

Based on the long-term debt terms that existed at December 30, 2018, the scheduled principal maturities, net of unamortized discount, for the next five years and thereafter are summarized as follows:
 
Amount
2019
$
11,515,093

2020
90,907,537

Thereafter

Total
$
102,422,630



Interest expense was $6.4 million and $6.6 million for the years ended December 30, 2018 and December 31, 2017, respectively.

The debt agreement contains various customary financial covenants generally based on the earnings of the Company relative to its debt. The financial covenants consist of a quarterly minimum required DSCR and a maximum permitted LALR which were reset pursuant to an amendment dated February 28, 2018. This amendment also changed the definition of "consolidated EBITDA" used in the calculation of these financial covenants to permit the inclusion of a maximum of $5 million of equity proceeds over the remaining term of the agreement. As of December 30, 2018, the Company was in compliance with its loan covenants. However, beginning in the third quarter of 2019, the net proceeds from the registered public offering will no longer be included in "consolidated EBITDA" and, as a result, the Company is currently forecasting that it may not be in compliance with these financial covenants beginning in the third quarter. Unless, at that time, we obtain a waiver for or amendment of the financial covenants, which requires that lenders representing at least 50.1% of the outstanding principal amount are in agreement, failure to comply with the financial covenants would represent an event of default under the Credit Agreement and would allow the lenders to accelerate the debt.

On July 24, 2018, the Company completed an underwritten registered public offering of 6 million shares of common stock at a public offering price of $1.00 per share, which included 700,000 shares offered by a certain selling stockholder, for total Company gross proceeds of $5.3 million. The net proceeds from the offering were approximately $4.6 million after deducting the underwriting discounts and commissions and offering expenses payable by us, and were included in "consolidated EBITDA" for purposes of computing financial covenants beginning in the third quarter of 2018.

At December 30, 2018, the Company has three 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, net of tax. See Note 1 and Note 14 for additional information pertaining to interest rate swaps.

The following tables summarize the fair values of derivative instruments designated as cash flow hedges which were outstanding:
 
 
 
December 30, 2018
Interest rate swaps
Rate
Expires
Notional amounts
 
Derivative assets
 
Derivative liabilities
April 2012
1.4%
April 2019
$
761,905

 
$
1,689

 
$

January 2015
1.8%
December 2019
25,809,524

 
152,011

 

August 2015
2.3%
June 2020
58,930,655

 
225,426

 

Total
 
 
$
85,502,084

 
$
379,126

 
$

 
 
 
December 31, 2017
Interest rate swaps
Rate
Expires
Notional amounts
 
Derivative assets
 
Derivative liabilities
April 2012
1.4%
April 2019
$
3,047,619

 
$
6,028

 
$

July 2013
1.4%
April 2018
2,833,333

 
778

 

May 2014
1.54%
April 2018
7,142,857

 

 
408

January 2015
1.8%
December 2019
21,690,476

 
25,953

 

August 2015
2.3%
June 2020
60,412,798

 

 
461,455

Total
 
 
$
95,127,083

 
$
32,759

 
$
461,863

v3.19.1
SHARE-BASED COMPENSATION
12 Months Ended
Dec. 30, 2018
Stockholders' Equity Note [Abstract]  
STOCK-BASED COMPENSATION
SHARE-BASED COMPENSATION

The Company established a Stock Incentive Plan in 2011, and on July 13, 2017, the Company's shareholders approved a new stock incentive plan - the Stock Incentive Plan of 2017 (“Stock Incentive Plan”) to attract and retain directors, consultants, and team members and to align their interests with the interests of the Company’s shareholders through the opportunity for increased stock ownership. No further grants will be made under the Stock Incentive Plan of 2011.

The Stock Incentive Plan of 2017 authorized a total of 2,500,000 shares for issuance as incentive awards by way of stock options and/or restricted stock. Stock options must be awarded at exercise prices at least equal to or greater than 100.0% of the fair market value of the shares on the date of grant. The options will expire no later than 10 years from the date of grant, with vesting terms to be defined at grant date, ranging from a vesting schedule based on performance to a vesting schedule that extends over a period of time as selected by the Compensation Committee of the Board of Directors (the “Committee”) or another committee as determined by the Board of Directors. The Committee also determines the grant, issuance, retention, and vesting timing and conditions of awards of restricted stock. The Committee may place limitations, such as continued employment, passage of time, and/or performance measures, on restricted stock. Awards of restricted stock may not provide for vesting or settlement in full of restricted stock based on a performance measure for a performance period of less than one year or based on continued employment or the passage of time over a period of less than one year from the date the award is made.

Restricted share awards

During fiscal years ended December 30, 2018 and December 31, 2017, restricted shares were issued to certain team members at a weighted-average grant date fair value of $1.15 and $2.31, respectively. Based on the Stock Award Agreement, shares typically vest ratably over either a one or three year period, or on the third anniversary of the grant date, as determined by the Committee. Unrecognized share-based compensation expense of $1.0 million and $0.8 million at December 30, 2018 and December 31, 2017, respectively, will be recognized over the remaining weighted-average vesting period of 2.6 years. The total fair value of shares vested during years ended December 30, 2018 and December 31, 2017 was $0.6 million and $0.4 million, respectively. Under the Stock Incentive Plan of 2017, there are 1.2 million shares available for future awards at December 30, 2018.

The following table presents the restricted stock transactions for fiscal 2018:
 
Number of Restricted Stock Shares
Unvested, December 31, 2017
531,000

Granted
1,056,143

Vested
(226,470
)
Vested shares tax portion
(50,163
)
Forfeited
(35,671
)
Unvested, December 30, 2018
1,274,839


The following table presents the restricted stock transactions for fiscal 2017:
 
Number of Restricted Stock Shares
Unvested, December 25, 2016
473,391

Granted
263,332

Vested
(132,157
)
Vested shares tax portion
(22,716
)
Forfeited
(50,850
)
Unvested, December 31, 2017
531,000


Stock Options

On July 30, 2010, prior to the Stock Incentive Plan, DRH granted options for the purchase of 210,000 shares of common stock to the directors of the Company. These options are fully vested and originally expired six years from issuance. On August 13, 2015, 30,000 shares were exercised at a price of $2.50 per share. The intrinsic value of the options exercised was $6,300. On July 28, 2016, the Stock Option Agreement of 2010 was amended to extend the expiration date of these options to July 31, 2019. The options can be exercised at a price of $2.50 per share. On August 30, 2018, 30,000 options were forfeited. At December 30, 2018, 150,000 shares of authorized common stock are reserved for issuance to provide for the exercise of the remaining options. The intrinsic value of outstanding options was negligible as of both December 30, 2018 and December 31, 2017.

Employee stock purchase plan

The Company also reserved 250,000 shares of common stock for issuance under the Employee Stock Purchase Plan (“ESPP”). The ESPP is available to team members subject to employment eligibility requirements. Participants may purchase common stock at 85.0% of the lesser of the start or end price for the offering period. The plan has four offering periods, each start/end date approximates the fiscal quarter and are awarded on the last day of the offering period. During the years ended December 30, 2018 and December 31, 2017 we issued 71,274 and 37,137 shares, respectively. Under the ESPP, there are 75,914 shares available for future purchase at December 30, 2018.

Share-based compensation

Share-based compensation of $0.7 million and $0.4 million was recognized during the years ended December 30, 2018 and December 31, 2017, respectively, as compensation costs in the Consolidated Statements of Operations and as additional paid-in capital on the Consolidated Statements of Stockholders' Equity (Deficit) to reflect the fair value of shares vested.

Preferred stock

The Company has authorized 10,000,000 shares of preferred stock at a par value of $0.0001No preferred shares are issued or outstanding as of December 30, 2018. 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.
v3.19.1
INCOME TAXES
12 Months Ended
Dec. 30, 2018
Income Tax Disclosure [Abstract]  
INCOME TAXES
INCOME TAXES

The Tax Cuts and Jobs Act (the "Tax Act") was signed into law on December 22, 2017. The Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. Additionally, in December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Act. The measurement period, as defined in SAB 118, ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. As of December 31, 2017, the Company provided a provisional provision of $3.1 million in the re-measurement of U.S. deferred tax assets. During 2018, the Company finalized its provisional amounts related to U.S. deferred tax assets resulting in a tax benefit of $0.3 million.

The income tax provision (benefit) from continuing operations consists of the following components for the fiscal years ended December 30, 2018 and December 31, 2017:
 
 
Fiscal Years Ended
 
 
December 30, 2018
 
December 31, 2017
Federal:
 
 
 
 
Current
 
$

 
$

Deferred
 
(1,762,866
)
 
17,346,134

State:
 
 
 
 
Current
 
26,517

 
(10,000
)
Deferred
 
53,354

 
1,661,622

Income tax provision (benefit)
 
$
(1,682,995
)
 
$
18,997,756



The provision (benefit) for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to loss before income taxes. The items causing this difference are as follows:
 
 
Fiscal Years Ended
 
 
December 30, 2018
 
December 31, 2017
Income tax benefit at federal statutory rate
 
$
(1,404,253
)
 
$
(437,374
)
State income tax
 
91,951

 
1,651,622

Permanent differences
 
347,084

 
506,867

Tax credits
 
(1,642,618
)
 
(1,807,523
)
Tax Reform
 
(348,237
)
 
3,135,891

Other
 
477,739

 

Change in valuation allowance
 
795,339

 
15,948,273

Income tax provision (benefit)
 
$
(1,682,995
)
 
$
18,997,756



In accordance with the provisions of ASC 740, a valuation allowance is established when it is more likely than not that some portion of the deferred tax assets will not be realized. Realization is dependent upon the generation of future taxable income or the reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. We consider the reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. As a result of this evaluation, as of December 31, 2017, a valuation allowance of $17.6 million was established because the Company was unable to assert that realization of the deferred tax asset is more likely than not. We maintain that assertion as of December 30, 2018, therefore the valuation allowance remains in place. We recorded an increase to the valuation allowance of $0.5 million for the fiscal year ended December 30, 2018. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income increase or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income tax assets and liabilities are summarized as follows:
 
 
December 30, 2018
 
December 31, 2017
Deferred tax assets:
 
 
 
 
Net operating loss carry-forwards
 
$
7,578,965

 
$
8,467,300

Deferred rent expense
 
743,778

 
549,540

Start-up costs
 
5,174

 
81,962

Tax credit carry-forwards
 
9,393,552

 
8,366,915

Interest rate swaps
 

 
90,112

Sale leaseback deferred gain
 
344,236

 
314,598

Share-based compensation
 
239,016

 
218,853

Tax depreciation in excess of book
 
1,727,234

 

Other
 
486,588

 
296,721

Total deferred tax assets
 
20,518,543

 
18,386,001

 
 

 
 
Deferred tax liabilities:
 
 
 
 
Tax depreciation in excess of book
 

 
881,810

Interest rate swaps
 
79,616

 

Goodwill amortization in excess of book
 
3,524,692

 
2,647,173

Total deferred tax liabilities
 
3,604,308

 
3,528,983

 
 
 
 
 
Net deferred income tax asset, before valuation allowance
 
16,914,235

 
14,857,018

Valuation allowance on net deferred income tax assets
 
(18,134,322
)
 
(17,616.888
)
Net deferred income tax assets (liabilities)
 
$
(1,220,087
)
 
$
(2,759,870
)


As of December 30, 2018 and December 31, 2017, the Company has available federal net operating loss carryforwards ("NOLs") of approximately $30.8 million and $33.3 million, respectively. These NOLs expire between 2034 and 2036. As of December 30, 2018 and December 31, 2017, the Company has available state NOLs of approximately $22.2 million and $24.2 million, respectively. These NOLs expire between 2026 and 2036. General business tax credits of $9.4 million will expire between 2028 and 2037.

The Company applies the provisions of ASC 740 regarding the accounting for uncertainty in income taxes. There are no amounts recorded on the Company's consolidated financial statements for uncertain positions. The Company classifies all interest and penalties as income tax expense. There are no accrued interest amounts or penalties related to uncertain tax positions as of December 30, 2018.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions, and is subject to U.S. Federal, state, and local income tax examinations for tax years 2015 through 2017. The Company is not currently under IRS exam for the any fiscal year.
v3.19.1
OPERATING LEASES
12 Months Ended
Dec. 30, 2018
Leases, Operating [Abstract]  
OPERATING LEASES
OPERATING LEASES

The Company's lease terms generally include renewal options, and frequently require us to pay a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs. Some restaurant leases provide for contingent rental payments based on sales thresholds.

Total rent expense was $8.9 million and $8.8 million for the fiscal years ended December 30, 2018 and December 31, 2017, respectively.

Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for existing restaurants with initial or remaining lease terms in excess of one year at December 30, 2018 are summarized as follows:
Year
Amount
2019
$
9,114,525

2020
9,079,957

2021
8,478,804

2022
7,710,003

2023
6,792,406

Thereafter
31,450,652

Total
$
72,626,347

v3.19.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES

Refer to Note 3 for a discussion of lease guarantees provided by the Company.

Franchise Related
The Company is required to pay BWW royalties (5.0% of net sales) and advertising fund contributions (3.00% - 3.15% of net sales). In addition, the Company is required to contribute an additional 0.25% - 0.5% of regional net sales related to advertising cooperatives for certain metropolitan markets for the term of the individual franchise agreements. The Company incurred $7.7 million and $8.3 million in royalty expense for the fiscal years ended December 30, 2018 and December 31, 2017, respectively. Advertising fund and co-op contribution expenses were $5.0 million and $5.4 million for the fiscal years ended December 30, 2018 and December 31, 2017, respectively. Amounts are recorded in other operating costs on the Consolidated Statement of Operations.

The Company is required by its various BWW 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 BWW has approved. In the past the modernization costs for a restaurant ranged from $0.3 million to $0.8 million depending on an individual restaurant's needs.

401(k) Plan
In 2018 and 2017, the Company had a defined contribution 401(k) plan whereby eligible team members could contribute wages in accordance with the provisions of the plan. For 2018, the plan was converted to a safe harbor plan and, as a result, the Company will make a safe harbor matching contribution equal to 100% of employee salary deferrals that up to 3% of compensation plus 50% of employee salary deferrals between 3% and 5% of compensation. This safe harbor matching contribution is 100% vested. For fiscal 2018, the match amount is $0.3 million. In 2017, the Company determined that no discretionary match would be made.

Legal Proceedings

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 our business. These claims arise from personal injuries, contract claims, dram shop claims, employment-related claims, and claims from guests or team members alleging injury, illness, or other food quality, health, or operational concerns. 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 business, financial condition or results of operations.
v3.19.1
EARNINGS PER COMMON SHARE
12 Months Ended
Dec. 30, 2018
Earnings Per Share [Abstract]  
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE
 
The following is a reconciliation of basic and fully diluted earnings per common share for the fiscal years ended December 30, 2018 and December 31, 2017:
 
 
December 30, 2018
 
December 31, 2017
Loss from continuing operations
 
$
(5,003,924
)
 
$
(20,284,151
)
Loss from discontinued operations
 

 
(173,925
)
Net loss
 
$
(5,003,924
)
 
$
(20,458,076
)
 
 
 
 
 
Weighted-average shares outstanding
 
$
28,969,221

 
$
26,717,910

Effect of dilutive securities
 

 

Weighted-average shares outstanding - assuming dilution
 
$
28,969,221

 
$
26,717,910

 
 
 
 
 
Basic and diluted earnings per common share from continuing operations
 
$
(0.17
)
 
$
(0.76
)
Basic and diluted earnings per common share from discontinued operations
 

 
(0.01
)
Basic and diluted earnings per common share
 
$
(0.17
)
 
$
(0.77
)


For the fiscal years ended December 30, 2018 and December 31, 2017, 1,274,839 and 531,000 shares, respectively, of unvested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive.
v3.19.1
SUPPLEMENTAL CASH FLOWS INFORMATION
12 Months Ended
Dec. 30, 2018
Supplemental Cash Flow Elements [Abstract]  
SUPPLEMENTAL CASH FLOWS INFORMATION
SUPPLEMENTAL CASH FLOWS INFORMATION

Other Cash Flows Information
Cash paid for interest was $6.1 million and $6.3 million during the years ended December 30, 2018 and December 31, 2017, respectively. Cash paid for income taxes was $0 and $0 during the years ended December 30, 2018 and December 31, 2017, respectively.

Supplemental Schedule of Non-Cash Operating, Investing, and Financing Activities
Noncash investing activities for property and equipment not yet paid as of December 30, 2018 and December 31, 2017, was $0.2 million and $0.1 million, respectively.
v3.19.1
FAIR VALUE OF FINANCIAL INSTRUMENTS
12 Months Ended
Dec. 30, 2018
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS

The guidance for fair value measurements, FASB ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:
  
Level 1
Quoted market prices in active markets for identical assets and liabilities;
  
Level 2
Inputs, other than level 1 inputs, either directly or indirectly observable; and
●  
Level 3
Unobservable inputs developed using internal estimates and assumptions (there is little or no market data) which reflect those that market participants would use.

As of December 30, 2018 and December 31, 2017, respectively, our financial instruments consisted of cash and cash equivalents; including accounts receivable, accounts payable, interest rate swaps, lease guarantee liability, and debt. The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximate carrying value, due to their short-term nature.

The fair value of our interest rate swaps is determined based on valuation models, which utilize quoted interest rate curves to calculate the forward value and then discount the forward values to the present period. The Company measures the fair value using broker quotes which are generally based on market observable inputs including yield curves and the value associated with counterparty credit risk. Our interest rate swaps are classified as a Level 2 measurement as these securities are not actively traded in the market, but are observable based on transactions associated with bank loans with similar terms and maturities. See Note 1 and Note 7 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.

In connection with our impairment review of long-lived assets described in Note 17, we measured the fair value of our asset groups that were not deemed recoverable, based on Level 2 and Level 3 inputs consisting of the fair market value or discounted future cash flows associated with the use and eventual disposition of the asset group. The discounted cash flow method is based on Level 3 inputs consisting primarily of our restaurant forecasts and utilizes forward-looking assumptions and projections, as well as factors impacting long-range plans such as pricing, discount rates and commodity prices.

As of December 30, 2018 and December 31, 2017, our total debt was approximately $102.4 million and $113.9 million, respectively, which approximated fair value because the applicable interest rates are adjusted frequently based on short-term market rates (Level 2).

There were no transfers between levels of the fair value hierarchy during the fiscal years ended December 30, 2018 and December 31, 2017, respectively.

The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 30, 2018:
FAIR VALUE MEASUREMENTS
Description
 
Level 1
 
Level 2
 
Level 3
 
Asset/(Liability) Total
Interest rate swaps
 
$

 
$
379,126

 
$

 
$
379,126

Lease guarantee liability
 

 
(282,084
)
 

 
(282,084
)
Total
 
$

 
$
97,042

 
$

 
$
97,042


The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 31, 2017:
FAIR VALUE MEASUREMENTS
Description
 
Level 1
 
Level 2
 
Level 3
 
Asset / (Liability) Total
Interest rate swaps
 
$

 
$
(429,104
)
 
$

 
$
(429,104
)
Lease guarantee liability
 

 
(303,006
)
 

 
(303,006
)
Total
 
$

 
$
(732,110
)
 
$

 
$
(732,110
)
v3.19.1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
12 Months Ended
Dec. 30, 2018
Equity [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes each component of Accumulated Other Comprehensive Income (Loss) ("AOCI"):
Year to Date December 30, 2018
 
 
Interest Rate
Swaps
Beginning balance
 
$
(283,208
)
Gain recorded to other comprehensive income
 
808,250

Tax expense
 
(169,728
)
Other comprehensive income
 
638,522

Accumulated AOCI
 
$
355,314


Year to Date December 31, 2017
 
 
Interest Rate
Swaps
Beginning balance
 
$
(934,222
)
Gain recorded to other comprehensive loss
 
986,385

Tax expense
 
(335,371
)
Other comprehensive income
 
651,014

Accumulated AOCI
 
$
(283,208
)
v3.19.1
SUMMARY QUARTERLY FINANCIAL DATA (unaudited)
12 Months Ended
Dec. 30, 2018
Quarterly Financial Information Disclosure [Abstract]  
SUMMARY QUARTERLY FINANCIAL DATA (unaudited)
SUMMARY QUARTERLY FINANCIAL DATA (unaudited)
 
 
Fiscal Quarters
 
 
 
April 1, 2018
 
July 1, 2018
 
September 30, 2018
 
December 30, 2018
 
Revenue
 
$
39,532,957

 
$
37,039,073

 
$
37,491,751

 
$
39,074,438

 
Operating profit (loss)
 
1,503,810

 
294,733

 
(682,517
)
1 
(1,498,569
)
1 
Loss from continuing operations before income taxes
 
(109,594
)
 
(1,294,678
)
 
(2,267,016
)
 
(3,015,631
)
 
Net income (loss) from continuing operations
 
191,829

 
(1,140,210
)
 
(1,761,372
)
 
(2,294,171
)
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted earnings (loss) per share from:
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.01

 
$
(0.04
)
 
$
(0.06
)
 
$
(0.07
)
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic and diluted
 
26,853,724

 
26,474,297

 
30,643,240

 
31,905,623

 

1 The results for the third and fourth quarter were impacted by an impairment charge $0.9 million and $2.8 million, respectively. See Note 17 for for additional details.

 
 
Fiscal Quarters
 
 
 
March 26, 2017
 
June 25, 2017
 
September 24, 2017
 
December 31, 2017
 
Revenue
 
$
44,337,964

 
$
39,934,602

 
$
39,262,940

 
$
41,927,106

 
Operating profit
 
2,366,631

 
721,263

 
320,479

 
1,832,355

 
Income (loss) from continuing operations before income taxes
 
817,844

 
(895,903
)
 
(1,476,397
)
 
268,061

 
Income (loss) from continuing operations
 
795,580

 
(291,343
)
 
(543,240
)
 
(20,245,148
)
2 
Income (loss) from discontinued operations
 
35,540

 
(117,747
)
 
(15,154
)
 
(76,564
)
 
Net income (loss)
 
$
831,120

 
$
(409,090
)
 
$
(558,394
)
 
$
(20,321,712
)
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted earnings (loss) per share from:
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.03

 
$
(0.01
)
 
$
(0.02
)
 
$
(0.76
)
 
Discontinued operations
 

 
(0.01
)
 

 

 
Basic and diluted earnings (loss) per share
 
$
0.03

 
$
(0.02
)
 
$
(0.02
)
 
$
(0.76
)
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic and diluted
 
26,629,974

 
26,621,421

 
26,764,776

 
26,845,643

 


2 The results for the quarter ended December 31, 2017 were impacted by a charge of $3.1 million as a result of the enactment of the Tax Act and the recording of a valuation allowance of $15.9 million. See Note 9 for for additional details.
v3.19.1
SUBSEQUENT EVENTS (Notes)
12 Months Ended
Dec. 30, 2018
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS

On February 22, 2019 we entered in an Asset Purchase Agreement to acquire 9 BWW restaurants in the Chicago, Illinois market for a cash purchase price of approximately $22.5 million. The transaction remains subject to the franchisor waiving its right of first refusal and franchisor consent, among other things. The transaction also remains contingent upon the Company's completion of satisfactory financing.
v3.19.1
IMPAIRMENT (Notes)
12 Months Ended
Dec. 30, 2018
Property, Plant and Equipment [Abstract]  
IMPAIRMENT
IMPAIRMENT

We review the carrying value of our long-lived assets on a restaurant-by-restaurant basis when indicators of potential impairment exist. Such indicators include, but are not limited to, significant underperformance relative to expected, historical or projected future operating results; significant negative industry or economic trends; and significant changes in laws and regulations. Given the continued underperformance of certain restaurants we determined impairment indicators existed at December 30, 2018. As such, the Company performed an impairment analysis on its long-lived assets subject to amortization and recorded a fixed asset impairment of $2.8 million related to four underperforming locations. The Company also recorded a fixed asset impairment of $0.9 million related to one underperforming location as of September 30, 2018. The impairment charges were recorded to the extent that the carrying amount of the assets were not considered recoverable based on the estimated discounted cash flows and the underlying fair value of the assets. These charges are reflected in Impairment and loss on asset disposals on the Consolidated Statements of Operations for 2018. The fair values of each of the related assets to determine the impairment were measured using Level 2 and Level 3 inputs as described in Note 14. For the fiscal year ended December 31, 2017, no impairment losses were recognized.

We have not closed any of these underperforming restaurants at this time, however, we will continue to evaluate each of these restaurants on a case-by-case basis. Additionally, while we believe that our estimates of fair value are appropriate, we will continue to monitor the asset values of each individual restaurant, and should actual values differ materially from our estimates, we may be required to record impairment charges in the future.
v3.19.1
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Principles of Consolidation
Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated.