Document and Entity Information
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 |
Consolidated Balance Sheets
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 |
Consolidated Balance Sheets (Pa
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 |
Consolidated Statements of Oper
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 | (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 |
Consolidated Statements of Comp
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) |
Consolidated Statements of Co_2
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) |
Consolidated Statements of Stoc
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 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) Consolidated Statements of Stockholders' Equity (Deficit) Parenthetical $ in Millions | 12 Months Ended |
Dec. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Fees and expenses | $ 0.7 |
Consolidated Statements of Cash
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 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows Consolidated Statement of Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 30, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Fees and expenses | $ 0.7 |
NATURE OF BUSINESS AND SUMMARY
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 - 10 – 20 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 shar |
DISCONTINUED OPERATIONS (Notes)
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. |
UNCONSOLIDATED VARIABLE INTERES
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 |
PROPERTY AND EQUIPMENT, NET
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. |
INTANGIBLE ASSETS
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 . |
OTHER ACCRUED LIABILITIES
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 |
DEBT
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 |
SHARE-BASED COMPENSATION
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 $0.0001 . No 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. |
INCOME TAXES
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. |
OPERATING LEASES
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 |
COMMITMENTS AND CONTINGENCIES
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. |
EARNINGS PER COMMON SHARE
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. |
SUPPLEMENTAL CASH FLOWS INFORMA
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. |
FAIR VALUE OF FINANCIAL INSTRUM
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 ) |
ACCUMULATED OTHER COMPREHENSIVE
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 ) |
SUMMARY QUARTERLY FINANCIAL DAT
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 (lo ss) 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. |
SUBSEQUENT EVENTS (Notes)
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. |
IMPAIRMENT (Notes)
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. |
NATURE OF BUSINESS AND SUMMAR_2
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. |
Fiscal Year | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and demand deposits in banks. The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash and cash equivalents. The Company, at times throughout the year, may, in the ordinary course of business, maintain cash balances in excess of federally-insured limits. Management does not believe the Company is exposed to any unusual risks on such deposits. |
Accounts Receivable | Accounts Receivable 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. |
Inventory | 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 | 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 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 and Impairment of Long-Lived Assets and Definite-Lived Intangible Assets | 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 - 10 – 20 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 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 and Deferred Gains | Deferred Rent Certain operating leases provide for minimum annual payments that increase over the life of the lease. Typically, our operating leases contain renewal options under which we may extend the initial lease terms for periods of five to 10 years . The aggregate minimum annual payments are expensed on a straight-line basis commencing at the start of our construction period and extending over the term of the related lease. 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 | 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. 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 |
Advertising | 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. |
Pre-opening Costs | Pre-opening Costs Pre-opening costs are those costs associated with opening new restaurants and will vary based on the number of new locations opening and under construction. Pre-opening costs typically consist of manager salaries, relocation costs, supplies, recruiting expenses, certain marketing costs and costs associated with team member training. The Company also reclassifies labor costs that exceed the historical average for the first three months of restaurant operations that are attributable to training. These costs are expensed as incurred. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. 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. |
Earnings Per Common Share | Earnings Per Common Share Earnings per share are calculated under the provisions of FASB ASC 260, Earnings per Share, which requires a dual presentation of "basic" and "diluted" earnings per share on the face of the Consolidated Statements of Operations. Basic earnings per common share excludes dilution and is computed by dividing the net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share include dilutive common stock equivalents consisting of stock options determined by the treasury stock method. Restricted stock awards contain non-forfeitable rights to dividends, making such awards participating securities. The calculation of basic and diluted earnings per share uses an earnings allocation method to consider the impact of restricted stock. |
Stock Based Compensation | 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 | 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Interest Rate Swap Agreements | Interest Rate Swap Agreements The Company utilizes interest rate swap agreements with Citizens Bank, N.A. (“Citizens”) 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. |
Recent Accounting Pronouncements | 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. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following are major classes of line items constituting pre-tax loss from discontinued operations: 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 ) |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the Company’s accrual activity related to facility closures during the fiscal years ended December 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 $ — $ — |
UNCONSOLIDATED VARIABLE INTER_2
UNCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Guarantees [Abstract] | |
Schedule of Guarantor Obligations | 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 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 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 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of 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 |
Schedule of future intangible-related expense | Based on the current intangible assets and their estimated useful lives, future intangible-related expense for the next five years and thereafter is projected as follows: Year Amount 2019 $ 100,869 2020 100,869 2021 89,388 2022 87,042 2023 85,480 Thereafter 478,710 Total $ 942,358 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 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 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term 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 |
Summary of scheduled principal maturities of long-term debt | 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 |
Fair values of derivative instruments | 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 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock transactions | 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax benefit | 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 |
Schedule of effective income tax rate reconciliation | 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 |
Schedule of significant components of deferred income tax assets and liabilities | Significant components of the Company's deferred income tax assets and liabilities are summarized as follows: December 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 ) |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Leases, Operating [Abstract] | |
Summary of scheduled future minimum lease payments | Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases for existing restaurants with initial or remaining lease terms in excess of one year at December 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 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and fully diluted earnings per common share | The following is a reconciliation of basic and fully diluted earnings per common share for the fiscal years ended December 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 ) |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values for assets and liabilities measured on a recurring basis | The following table presents the fair values for those assets and liabilities measured on a recurring basis as of December 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 ) |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Equity [Abstract] | |
Summary of each component of Accumulated Other Comprehensive 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 ) |
SUMMARY QUARTERLY FINANCIAL D_2
SUMMARY QUARTERLY FINANCIAL DATA (unaudited) (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly financial data | 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 (lo ss) 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 $15.9 million . See Note 9 for for additional details. |
NATURE OF BUSINESS AND SUMMAR_3
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nature of Business (Details) | 12 Months Ended |
Dec. 30, 2018restaurantsegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segment | 1 |
BWW | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 64 |
BWW | MICHIGAN | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 20 |
BWW | Florida | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 17 |
BWW | Missouri | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 15 |
BWW | Illinois | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 7 |
BWW | INDIANA | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 5 |
Detroit Bagger Dave's | |
Segment Reporting Information [Line Items] | |
Number of restaurants | 19 |
NATURE OF BUSINESS AND SUMMAR_4
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fiscal Year (Details) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Fiscal period duration | 364 days | 371 days |
NATURE OF BUSINESS AND SUMMAR_5
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern (Details) - USD ($) | Jul. 24, 2018 | Dec. 30, 2018 | Dec. 31, 2017 | Jun. 29, 2015 |
Class of Stock [Line Items] | ||||
Total debt | $ 102,422,630 | $ 113,929,163 | ||
Senior secured credit facility, maximum borrowing capacity | $ 155,000,000 | |||
Proceeds from issuance of common stock, net of fees and expenses of $0.7 million | 4,579,781 | 0 | ||
Senior Secured Credit Facility | Revolving Credit Facility | ||||
Class of Stock [Line Items] | ||||
Senior secured credit facility, maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 6,000,000 | |||
Sale of Stock, Price Per Share | $ 1 | |||
Sale of Stock, Consideration Received on Transaction | $ 5,300,000 | |||
Stockholder [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 700,000 |
NATURE OF BUSINESS AND SUMMAR_6
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
NATURE OF BUSINESS AND SUMMAR_7
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gift Cards (Details) - Sales revenue - Midwest Region - Geographic concentration risk - USD ($) $ in Millions | Dec. 30, 2018 | Dec. 31, 2017 |
Concentration Risk [Line Items] | ||
Gift Card Asset | $ 0.4 | |
Gift card liability | $ 0.5 |
NATURE OF BUSINESS AND SUMMAR_8
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 30, 2018 | |
Equipment and furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Equipment and furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
NATURE OF BUSINESS AND SUMMAR_9
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset impairment | $ 0 | $ 0 |
Impairment of long-lived assets | $ 0 | $ 0 |
Franchise fees | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Franchise fees | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 15 years | |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years |
NATURE OF BUSINESS AND SUMMA_10
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 50,097,081 | $ 50,097,081 |
NATURE OF BUSINESS AND SUMMA_11
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Rent (Details) | Dec. 30, 2018 |
Minimum | |
Operating Leased Assets [Line Items] | |
Renewal term | 5 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Renewal term | 10 years |
NATURE OF BUSINESS AND SUMMA_12
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Breakage Rate Of Loyalty Program | 32.00% | |||||||||
Revenue | $ 39,074,438 | $ 37,491,751 | $ 37,039,073 | $ 39,532,957 | $ 41,927,106 | $ 39,262,940 | $ 39,934,602 | $ 44,337,964 | $ 153,138,219 | $ 165,462,612 |
Food [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 127,808,443 | 138,112,003 | ||||||||
Alcohol [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 25,329,776 | $ 27,350,609 |
NATURE OF BUSINESS AND SUMMA_13
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Minimum | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.15% | |
Maximum | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.50% | |
General and Administrative Expense | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising expenses | $ 1.1 | $ 0.8 |
Other Operating Costs | ||
Schedule of Advertising Expenses [Line Items] | ||
Advertising expenses | $ 5 | $ 5.4 |
NATURE OF BUSINESS AND SUMMA_14
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pre-opening Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Schedule of Other Operating Cost and Expense [Line Items] | ||
Pre-opening costs | $ 0 | $ 405,448 |
Excess labor cost | ||
Schedule of Other Operating Cost and Expense [Line Items] | ||
Pre-opening costs | $ 0 | $ 100,000 |
NATURE OF BUSINESS AND SUMMA_15
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest amounts or penalties related to uncertain tax positions | $ 0 | $ 0 |
Deferred tax asset and retained earnings increase recorded | $ 268,000 |
NATURE OF BUSINESS AND SUMMA_16
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration Risks (Details) - Sales revenue - Geographic concentration risk | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Midwest Region | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 76.00% | 76.90% |
Florida | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 24.00% | 23.10% |
NATURE OF BUSINESS AND SUMMA_17
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Significant Transaction (Details) - USD ($) | Jul. 24, 2018 | Dec. 30, 2018 | Dec. 31, 2017 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of common stock, net of fees and expenses of $0.7 million | $ 4,579,781 | $ 0 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 6,000,000 | ||
Sale of Stock, Price Per Share | $ 1 | ||
Sale of Stock, Consideration Received on Transaction | $ 5,300,000 | ||
Stockholder [Member] | IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 700,000 |
NATURE OF BUSINESS AND SUMMA_18
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Policies (Details) - USD ($) | Jan. 01, 2019 | Dec. 30, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Assets | $ 95,184,822 | $ 107,759,236 | |
Liabilities | $ 117,533,208 | $ 130,987,871 | |
Scenario, Forecast [Member] | Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Assets | $ 53,000,000 | ||
Liabilities | $ 56,000,000 |
DISCONTINUED OPERATIONS Narrati
DISCONTINUED OPERATIONS Narrative (Details) | Aug. 04, 2016USD ($) | Dec. 30, 2018USD ($)restaurant | Sep. 30, 2018USD ($)restaurant | Dec. 30, 2018USD ($)restaurant | Dec. 31, 2017USD ($)restaurant | Dec. 27, 2015USD ($) | Jun. 29, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Restructuring Reserve | $ 0 | $ 0 | $ 0 | $ 107,153 | |||
Senior secured credit facility, maximum borrowing capacity | $ 155,000,000 | ||||||
Fix and intangible assets held for sale | 0 | 0 | |||||
Restructuring charges | 0 | 0 | |||||
Property and equipment impairments | $ 2,800,000 | $ 900,000 | $ 0 | ||||
Number of restaurants impaired | restaurant | 4 | 1 | |||||
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash contributed | $ 2,000,000 | ||||||
Conversion ratio of common shares | 1 | ||||||
Administrative Support Fee | 100,000 | ||||||
Detroit Bagger Dave's | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Restructuring Reserve | $ 100,000 | $ 100,000 | |||||
Number of restaurants impaired | restaurant | 7 | 3 |
DISCONTINUED OPERATIONS Pretax
DISCONTINUED OPERATIONS Pretax Loss From Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations before income taxes | $ 0 | $ (238,253) |
Income tax benefit | 0 | (64,328) |
Detroit Bagger Dave's | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restaurant operating costs (exclusive of depreciation and amortization) | 0 | 95,536 |
General and administrative expenses | 0 | (334,529) |
Depreciation and amortization | 0 | 740 |
Loss from discontinued operations before income taxes | 0 | (238,253) |
Income tax benefit | 0 | 64,328 |
Total loss from discontinued operations | $ 0 | $ (173,925) |
DISCONTINUED OPERATIONS Restruc
DISCONTINUED OPERATIONS Restructuring Reserve Rollforward (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Beginning of the year | $ 0 | |
Charges | 0 | $ 0 |
Cash payments | 0 | (107,153) |
End of the year | $ 0 | $ 0 |
UNCONSOLIDATED VARIABLE INTER_3
UNCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) | 12 Months Ended | |
Dec. 30, 2018USD ($)restaurant | Dec. 31, 2017USD ($)restaurant | |
Guarantor Obligations [Line Items] | ||
Number of restaurants | 3 | |
Number of restaurants closed with new tenants | 9 | |
Number of restaurants closed with expired or terminated guarantees | 12 | |
Property Lease Guarantee | ||
Guarantor Obligations [Line Items] | ||
Future minimum lease payments due | $ | $ 7,301,450 | $ 300,000 |
Number of restaurants | 10 | |
Minimum | ||
Guarantor Obligations [Line Items] | ||
Guarantee term | 1 month | |
Period Between Closure And New Lease Tenants | 3 months | |
Maximum | ||
Guarantor Obligations [Line Items] | ||
Guarantee term | 11 years | |
Period Between Closure And New Lease Tenants | 14 months | |
Detroit Bagger Dave's | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants closed | 15 | |
Number of restaurants | 19 | |
Detroit Bagger Dave's | Property Lease Guarantee | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants closed | 3 | |
Unaffiliated Entity | Property Lease Guarantee | ||
Guarantor Obligations [Line Items] | ||
Number of restaurants | 3 |
UNCONSOLIDATED VARIABLE INTER_4
UNCONSOLIDATED VARIABLE INTEREST ENTITIES Lease Schedule (Details) - Property Lease Guarantee - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Guarantor Obligations [Line Items] | ||
One to Five Years | $ 423,813 | |
Six to Ten Years | 5,034,624 | |
11 to 15 Years | 1,843,013 | |
Total | $ 7,301,450 | $ 300,000 |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and Equipment (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
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 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 29,556,728 | 30,252,867 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 7,242,522 | 7,444,792 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 61,044,840 | 64,936,413 |
Restaurant construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 439,321 | $ 161,942 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 11,500,000 | $ 13,000,000 |
Property, Plant and Equipment [Line Items] | ||
Depreciation related to continuing operations | $ 11,532,662 | $ 13,115,072 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | Dec. 30, 2018 | Dec. 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 | 0 | 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 |
INTANGIBLE ASSETS - Narratives
INTANGIBLE ASSETS - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0.1 | $ 0.1 |
Loan fees written off to interest expense | $ 0.1 | $ 0.1 |
Weighted-average amortization period | 7 years 9 months |
INTANGIBLE ASSETS - Future Inta
INTANGIBLE ASSETS - Future Intangible-Related Expense (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 100,869 | |
2020 | 100,869 | |
2021 | 89,388 | |
2022 | 87,042 | |
2023 | 85,480 | |
Thereafter | 478,710 | |
Amortized intangible assets, net | $ 942,358 | $ 1,181,860 |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
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 accrued other liabilities | $ 2,946,738 | $ 2,404,942 |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
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 |
Term Loan | June 2020 Term Loan | ||
Debt Instrument [Line Items] | ||
Notes payable | 79,698,616 | 89,698,616 |
Term Loan | December 2014 Term Loan | ||
Debt Instrument [Line Items] | ||
Notes payable | 5,000,000 | 5,000,000 |
Line of Credit | June 2020 DLOC | ||
Debt Instrument [Line Items] | ||
Notes payable | 18,111,259 | 16,682,853 |
Line of Credit | June 2018 DLOC | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 0 | $ 3,050,965 |
DEBT - Schedule of Long-Term _2
DEBT - Schedule of Long-Term Debt Phantom (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 | Jun. 29, 2015 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 155,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 120,000,000 | ||
Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 120,000,000 | $ 120,000,000 | |
Interest rate at end of period | 3.95% | ||
Stated interest rate | 5.85% | 4.87% | |
Term Loan | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 18,200,000 | $ 18,200,000 | |
Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |
Stated interest rate | 5.85% | 4.87% | |
Line of Credit | June 2018 DLOC | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 5,000,000 | ||
Stated interest rate | 5.00% | ||
Revolving Credit Facility | Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | 5,000,000 |
Stated interest rate | 6.00% | 5.10% | |
Development Line of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | ||
London Interbank Offered Rate (LIBOR) | Minimum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | 2.25% | |
London Interbank Offered Rate (LIBOR) | Minimum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | 2.25% | |
London Interbank Offered Rate (LIBOR) | Minimum | Line of Credit | June 2018 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | ||
London Interbank Offered Rate (LIBOR) | Minimum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.25% | 2.25% | |
London Interbank Offered Rate (LIBOR) | Maximum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
London Interbank Offered Rate (LIBOR) | Maximum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
London Interbank Offered Rate (LIBOR) | Maximum | Line of Credit | June 2018 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | ||
London Interbank Offered Rate (LIBOR) | Maximum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.50% | 3.50% | |
Base Rate | Minimum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | 1.25% | |
Base Rate | Minimum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | 1.25% | |
Base Rate | Minimum | Line of Credit | June 2018 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | ||
Base Rate | Minimum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.25% | 1.25% | |
Base Rate | Maximum | Term Loan | June 2020 Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% | |
Base Rate | Maximum | Line of Credit | June 2020 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% | |
Base Rate | Maximum | Line of Credit | June 2018 DLOC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | ||
Base Rate | Maximum | Senior Secured Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% |
DEBT - Narratives (Details)
DEBT - Narratives (Details) | Dec. 23, 2016USD ($) | Jun. 29, 2015USD ($) | Dec. 30, 2018USD ($)agreement | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 155,000,000 | |||
Debt issuance costs | $ 197,889 | |||
Unamortized discount | 387,245 | $ 503,271 | ||
Interest expense | 6,416,531 | 6,633,709 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 120,000,000 | |||
Debt instrument payment term | 12 years | |||
Principal payments | $ 980,906 | |||
Term Loan | December 2014 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 5,000,000 | 5,000,000 | ||
Line of Credit | June 2018 DLOC | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 5,000,000 | |||
Notes payable | 0 | 3,050,965 | ||
Development Line of Credit | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 30,000,000 | |||
Development Line of Credit | Line of Credit | DF Term Loan | ||||
Debt Instrument [Line Items] | ||||
Canceled amount previously available | $ 6,800,000 | |||
Remaining borrowing capacity | $ 5,000,000 | |||
Revolving Credit Facility | Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |
Interest Rate Swaps | ||||
Debt Instrument [Line Items] | ||||
Number of interest rate swap agreements | agreement | 3 |
DEBT - Principal Maturities of
DEBT - Principal Maturities of Long-Term Debt (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 11,515,093 | |
2020 | 90,907,537 | |
Thereafter | 0 | |
Total debt | $ 102,422,630 | $ 113,929,163 |
DEBT - Fair Values of Derivativ
DEBT - Fair Values of Derivative Instruments (Details) - Cash Flow Hedging - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amounts | $ 85,502,084 | $ 95,127,083 |
Derivative assets | 379,126 | 32,759 |
Derivative liabilities | $ 0 | $ 461,863 |
April 2012 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.40% | 1.40% |
Notional amounts | $ 761,905 | $ 3,047,619 |
Derivative assets | 1,689 | 6,028 |
Derivative liabilities | $ 0 | $ 0 |
July 2013 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.40% | |
Notional amounts | $ 2,833,333 | |
Derivative assets | 778 | |
Derivative liabilities | $ 0 | |
May 2014 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.54% | |
Notional amounts | $ 7,142,857 | |
Derivative assets | 0 | |
Derivative liabilities | $ 408 | |
January 2015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 1.82% | 1.82% |
Notional amounts | $ 25,809,524 | $ 21,690,476 |
Derivative assets | 152,011 | 25,953 |
Derivative liabilities | $ 0 | $ 0 |
August 2015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Rate | 2.30% | 2.30% |
Notional amounts | $ 58,930,655 | $ 60,412,798 |
Derivative assets | 225,426 | 0 |
Derivative liabilities | $ 0 | $ 461,455 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock-based Compensation Narrative (Details) - Stock Incentive Plan | 12 Months Ended |
Dec. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | 2,500,000 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Employee Stock Option | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of fair market value exercise price awarded | 100.00% |
Restricted stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Awards (Details) - USD ($) | Aug. 13, 2015 | Jul. 30, 2010 | Dec. 30, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of outstanding options | $ 0 | $ 0 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted options (in shares) | 210,000 | |||
Exercise price (in dollars per share) | $ 2.50 | $ 2.50 | ||
Expiration period | 6 years | |||
Stock options exercised (in shares) | 30,000 | |||
Intrinsic value of options exercised | $ 6,300 | |||
Number of reserved shares of common stock for future issuance (in shares) | 150,000 | |||
Stock Incentive Plan | Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date fair value (in dollars per share) | $ 1.15 | $ 2.31 | ||
Unrecognized stock-based compensation expense | $ 1,000,000 | $ 800,000 | ||
Weighted-average vesting period | 2 years 7 months 6 days | 1 year 8 months 6 days | ||
Total fair value of shares vested | $ 600,000 | $ 400,000 | ||
Number of shares available for future awards (in shares) | 1,241,444 | |||
Stock Incentive Plan | Restricted stock | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Stock Incentive Plan | Restricted stock | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
SHARE-BASED COMPENSATION - Re_2
SHARE-BASED COMPENSATION - Restricted Shares Transactions (Details) - Restricted stock - shares | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested at beginning of period (in shares) | 531,000 | 473,391 |
Granted (in shares) | 1,056,143 | 263,332 |
Vested (in shares) | (226,470) | (132,157) |
Vested shares tax portion (in shares) | (50,163) | (22,716) |
Expired/Forfeited (in shares) | (35,671) | (50,850) |
Unvested at end of period (in shares) | 1,274,839 | 531,000 |
SHARE-BASED COMPENSATION - Empl
SHARE-BASED COMPENSATION - Employee Stock Purchase Plan (Details) | Aug. 30, 2018shares | Dec. 30, 2018offering_periodshares | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 30,000 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of reserved shares of common stock for future issuance (in shares) | 250,000 | ||
Number of offering period | offering_period | 4 | ||
Number of shares issued under employee stock purchase plan | 71,274 | 37,137 | |
Number of shares available for future awards (in shares) | 75,914 | ||
Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of fair market value exercise price awarded | 85.00% |
SHARE-BASED COMPENSATION - St_2
SHARE-BASED COMPENSATION - Stock-based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Stock-based compensation | $ 0.7 | $ 0.4 |
SHARE-BASED COMPENSATION - Pref
SHARE-BASED COMPENSATION - Preferred Stock (Details) | Dec. 30, 2018$ / sharesshares |
Equity [Abstract] | |
Authorized shares of preferred stock (in shares) | 10,000,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred shares issued (in shares) | 0 |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit Components (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Current Federal Tax Expense (Benefit) | $ 0 | $ 0 |
Federal: | ||
Deferred | (1,762,866) | 17,346,134 |
State: | ||
Current | 26,517 | (10,000) |
Deferred | 53,354 | 1,661,622 |
Income tax benefit | $ (1,682,995) | $ 18,997,756 |
INCOME TAXES - Income Tax Ben_2
INCOME TAXES - Income Tax Benefit Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
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 | 0 |
Change in valuation allowance | 795,339 | 15,948,273 |
Income tax benefit | $ (1,682,995) | $ 18,997,756 |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 30, 2018 | Dec. 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 | 0 | 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 | 0 |
Other | 486,588 | 296,721 |
Total deferred tax assets | 20,518,543 | 18,386,001 |
Deferred tax liabilities: | ||
Tax depreciation in excess of book | 0 | 881,810 |
Interest rate swaps | 79,616 | 0 |
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) |
INCOME TAXES - Narratives (Deta
INCOME TAXES - Narratives (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | |
Note 10 - Income Taxes (Details) [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 17,616,888 | $ 18,134,322 | $ 17,616,888 |
Rate difference - reduction to 21% | 3,135,891 | ||
Deferred tax asset, valuation allowance | 795,339 | 15,948,273 | |
Business tax credits | 9,400,000 | ||
Accrued interest amounts or penalties related to uncertain tax positions | 0 | 0 | 0 |
Tax Reform | (348,237) | 3,135,891 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | (500,000) | (15,900,000) | |
Internal Revenue Service (IRS) | Domestic tax authority | |||
Note 10 - Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | 33,300,000 | 30,800,000 | 33,300,000 |
Internal Revenue Service (IRS) | State and Local Jurisdiction [Member] | |||
Note 10 - Income Taxes (Details) [Line Items] | |||
Operating loss carryforwards | $ 24,200,000 | $ 22,200,000 | $ 24,200,000 |
OPERATING LEASES - Narratives (
OPERATING LEASES - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Leases, Operating [Abstract] | ||
Total rent expense | $ 8.9 | $ 8.8 |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payments (Details) - Open restaurants | Dec. 30, 2018USD ($) |
Operating Leased Assets [Line Items] | |
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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |
Dec. 30, 2018USD ($)restaurant | Dec. 31, 2017USD ($) | |
Other Commitments [Line Items] | ||
Royalty percentage of net sales | 5.00% | |
Royalty expense | $ 7,700,000 | $ 8,300,000 |
Modernization cost for a restaurant low range | 300,000 | |
Modernization cost for a restaurant high range | $ 800,000 | |
Discretionary matching percentage of eligible team members contributions | 100.00% | 100.00% |
Discretionary matching percentage of eligible team members gross pay matched | 2.00% | |
Matching contributions amount | $ 300,000 | $ 200,000 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Employer Matching Contribution, Additional Match, Percent Of Match | 50.00% | |
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% | |
BWW | ||
Other Commitments [Line Items] | ||
Number of restaurants | restaurant | 64 | |
Minimum | ||
Other Commitments [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.15% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Maximum | ||
Other Commitments [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.50% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% | |
Scenario, Certain Cities | Minimum | ||
Other Commitments [Line Items] | ||
Advertising fund contribution expense (as a percent) | 0.25% | |
Scenario, Certain Cities | Maximum | ||
Other Commitments [Line Items] | ||
Advertising fund contribution expense (as a percent) | 0.50% | |
Global | Minimum | ||
Other Commitments [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.00% | |
Global | Maximum | ||
Other Commitments [Line Items] | ||
Advertising fund contribution expense (as a percent) | 3.15% | |
Other Operating Costs | ||
Other Commitments [Line Items] | ||
Advertising expenses | $ 5,000,000 | $ 5,400,000 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||
Net loss from continuing operations | $ (2,294,171) | $ (1,761,372) | $ (1,140,210) | $ 191,829 | $ (20,245,148) | $ (543,240) | $ (291,343) | $ 795,580 | $ (5,003,924) | $ (20,284,151) |
Net loss from discontinued operations | 76,564 | 15,154 | 117,747 | (35,540) | 0 | 173,925 | ||||
Net loss | $ (20,321,712) | $ (558,394) | $ (409,090) | $ 831,120 | $ (5,003,924) | $ (20,458,076) | ||||
Basic and diluted (in shares) | 31,905,623 | 30,643,240 | 26,474,297 | 26,853,724 | 26,845,643 | 26,764,776 | 26,621,421 | 26,629,974 | 28,969,221 | 26,717,910 |
Effect of dilutive securities (in shares) | 0 | 0 | ||||||||
Weighted-average shares outstanding - assuming dilution (in shares) | 28,969,221 | 26,717,910 | ||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.07) | $ (0.06) | $ (0.04) | $ 0.01 | $ (0.76) | $ (0.02) | $ (0.01) | $ 0.03 | $ (0.17) | $ (0.76) |
Discontinued operations (in dollars per share) | 0 | 0 | (0.01) | 0 | 0 | (0.01) | ||||
Earnings Per Share, Basic and Diluted | $ (0.76) | $ (0.02) | $ (0.02) | $ 0.03 | $ (0.17) | $ (0.77) |
SUPPLEMENTAL CASH FLOWS INFOR_2
SUPPLEMENTAL CASH FLOWS INFORMATION (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 6.1 | $ 6.3 |
Income taxes paid | 0 | 0 |
Noncash investing activities of property and equipment not yet paid | $ 0.2 | $ 0.1 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narratives (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Total debt | $ 102,422,630 | $ 113,929,163 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - Fair value measured on a recurring basis - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | $ 429,104 | |
Interest rate swaps | $ 379,126 | |
Lease guarantee liability | 282,084 | 303,006 |
Total | 97,042 | (732,110) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | |
Interest rate swaps | 0 | |
Lease guarantee liability | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 429,104 | |
Interest rate swaps | 379,126 | |
Lease guarantee liability | 282,084 | 303,006 |
Total | 97,042 | (732,110) |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | |
Interest rate swaps | 0 | |
Lease guarantee liability | 0 | 0 |
Total | $ 0 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ (283,208) | |
Total other comprehensive income (loss) | 638,501 | $ 651,014 |
Accumulated AOCI | 355,293 | (283,208) |
Interest Rate Swaps | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (283,208) | (934,222) |
Gain recorded to other comprehensive income | 808,250 | 986,385 |
Tax expense | (169,728) | (335,371) |
Total other comprehensive income (loss) | 638,522 | 651,014 |
Accumulated AOCI | $ 355,314 | $ (283,208) |
SUMMARY QUARTERLY FINANCIAL D_3
SUMMARY QUARTERLY FINANCIAL DATA (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenue | $ 39,074,438 | $ 37,491,751 | $ 37,039,073 | $ 39,532,957 | $ 41,927,106 | $ 39,262,940 | $ 39,934,602 | $ 44,337,964 | $ 153,138,219 | $ 165,462,612 |
Operating profit (loss) | (1,498,569) | (682,517) | 294,733 | 1,503,810 | 1,832,355 | 320,479 | 721,263 | 2,366,631 | (382,543) | 5,240,728 |
Loss from continuing operations before income taxes | (3,015,631) | (2,267,016) | (1,294,678) | (109,594) | 268,061 | (1,476,397) | (895,903) | 817,844 | (6,686,919) | (1,286,395) |
Net income (loss) from continuing operations | $ (2,294,171) | $ (1,761,372) | $ (1,140,210) | $ 191,829 | (20,245,148) | (543,240) | (291,343) | 795,580 | (5,003,924) | (20,284,151) |
Income (loss) from discontinued operations | (76,564) | (15,154) | (117,747) | 35,540 | 0 | (173,925) | ||||
Net loss | $ (20,321,712) | $ (558,394) | $ (409,090) | $ 831,120 | $ (5,003,924) | $ (20,458,076) | ||||
Basic and diluted earnings (loss) per share from: | ||||||||||
Continuing operations (in dollars per share) | $ (0.07) | $ (0.06) | $ (0.04) | $ 0.01 | $ (0.76) | $ (0.02) | $ (0.01) | $ 0.03 | $ (0.17) | $ (0.76) |
Discontinued operations (in dollars per share) | 0 | 0 | (0.01) | 0 | 0 | (0.01) | ||||
Basic and diluted loss per share (in dollars per share) | $ (0.76) | $ (0.02) | $ (0.02) | $ 0.03 | $ (0.17) | $ (0.77) | ||||
Weighted average number of common shares outstanding | ||||||||||
Basic and diluted (in shares) | 31,905,623 | 30,643,240 | 26,474,297 | 26,853,724 | 26,845,643 | 26,764,776 | 26,621,421 | 26,629,974 | 28,969,221 | 26,717,910 |
Asset Impairment Charges | $ 2,800,000 | $ 900,000 | $ 0 | |||||||
Impairment of long-lived assets | $ 0 | 0 | ||||||||
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act of 2017, Amount | $ 3,135,891 | |||||||||
Deferred Tax Assets, Valuation Allowance | $ 500,000 | $ 15,900,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Acquisition Of Chicago BWW [Member] - Subsequent Event [Member] $ in Millions | Feb. 22, 2019USD ($)restaurant |
Subsequent Event [Line Items] | |
Number of Businesses Acquired | restaurant | 9 |
Business Combination, Consideration Transferred | $ | $ 22.5 |
IMPAIRMENT (Details)
IMPAIRMENT (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 30, 2018USD ($)restaurant | Sep. 30, 2018USD ($)restaurant | Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Abstract] | |||
Asset Impairment Charges | $ | $ 2,800,000 | $ 900,000 | $ 0 |
Number of restaurants underperforming | restaurant | 4 | 1 |