Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - BBQ HOLDINGS, INC. | bbq-20200309xex99d2.htm |
| EX-99.1 - EX-99.1 - BBQ HOLDINGS, INC. | bbq-20200309xex99d1.htm |
| EX-23.1 - EX-23.1 - BBQ HOLDINGS, INC. | bbq-20200309xex23d1.htm |
| 8-K/A - 8-K/A - BBQ HOLDINGS, INC. | bbq-20200522x8ka.htm |
Exhibit 99.3
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 2018 AND THE THREE QUARTERS ENDED SEPTEMBER 29, 2019
(in thousands)
The following Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 30, 2018, and the three quarters ended September 29, 2019, are presented as if the Company acquired the 18 Granite City Restaurants as of the beginning of the first fiscal year presented. These unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with the audited Consolidated Statements of Operations and the Company’s historical financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and the Company’s Quarterly Report on Form 10-Q for the three quarters ended September 29, 2019. Additionally, these statements should be read in conjunction with the audited Special Purpose Statements of Revenues and Direct Expenses of Granite City Food & Brewery for the fiscal year ended December 25, 2018 and the unaudited three quarters ended September 24, 2019. The Pro Forma Consolidated Statements of Operations are unaudited and are not necessarily indicative of what the actual results of operations would have been had the Company acquired the Granite City Restaurants at the beginning of each period presented, nor does it purport to present the future results of operations of the Company. Future results of operations could differ materially from the historical results presented herein.
1
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 2018 AND THE THREE QUARTERS ENDED SEPTEMBER 29, 2019
(in thousands)
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 30, 2018:
Certain amounts do not sum due to rounding
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BBQ Holdings, Inc. (1) |
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Granite City (2) |
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Pro Forma Adjustments (3) |
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Pro Forma BBQ Holdings, Inc. |
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Revenue: |
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Restaurant sales, net |
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$ |
38,051 |
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$ |
73,628 |
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$ |
— |
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$ |
111,679 |
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Franchise royalty and fee revenue |
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13,871 |
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— |
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— |
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13,871 |
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Franchisee national advertising fund contributions |
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1,932 |
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— |
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— |
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1,932 |
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Licensing and other revenue |
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1,034 |
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— |
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— |
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1,034 |
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Total revenue |
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54,888 |
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73,628 |
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— |
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128,516 |
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Costs and expenses: |
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Food and beverage costs |
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11,973 |
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19,136 |
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— |
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31,109 |
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Labor and benefits costs |
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13,663 |
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24,736 |
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— |
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38,399 |
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Operating expenses |
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11,932 |
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18,634 |
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(556) |
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30,010 |
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Depreciation and amortization expenses |
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1,264 |
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3,748 |
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— |
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5,012 |
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General and administrative expenses |
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7,988 |
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— |
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3,287 |
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11,275 |
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National advertising fund expenses |
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1,932 |
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— |
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— |
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1,932 |
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Asset impairment, estimated lease termination charges and other closing costs, net |
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145 |
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— |
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— |
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145 |
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Net loss on disposal of property and bargain purchases |
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29 |
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52 |
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— |
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81 |
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Total costs and expenses |
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48,926 |
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66,306 |
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2,731 |
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117,963 |
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Income from operations |
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5,962 |
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7,322 |
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(2,731) |
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10,553 |
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Other income (expense): |
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Interest expense |
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(493) |
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(1,470) |
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229 |
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(1,733) |
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Interest income |
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122 |
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— |
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— |
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122 |
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Total other expense |
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(371) |
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(1,470) |
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229 |
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(1,611) |
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Income before income taxes |
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5,591 |
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5,852 |
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(2,502) |
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8,942 |
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Income tax (expense) benefit |
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(729) |
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— |
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(777) |
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(1,506) |
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Net income |
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$ |
4,862 |
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$ |
5,852 |
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$ |
(3,279) |
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$ |
7,435 |
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Basic net income per share |
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$ |
0.57 |
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$ |
0.86 |
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Diluted net income per share |
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$ |
0.56 |
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$ |
0.86 |
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Weighted average shares outstanding - basic |
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8,599 |
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8,599 |
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Weighted average shares outstanding - diluted |
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8,624 |
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8,624 |
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2
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 2018 AND THE THREE QUARTERS ENDED SEPTEMBER 29, 2019
(in thousands)
Unaudited Pro Forma Consolidated Statement of Operations for the three quarters ended September 29, 2019:
Certain amounts do not sum due to rounding
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BBQ Holdings, Inc. (1) |
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Granite City (2) |
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Pro Forma Adjustments (3) |
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Pro Forma BBQ Holdings, Inc. |
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Revenue: |
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Restaurant sales, net |
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$ |
47,326 |
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$ |
52,639 |
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$ |
— |
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$ |
99,965 |
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Franchise royalty and fee revenue |
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9,560 |
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— |
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— |
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9,560 |
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Franchisee national advertising fund contributions |
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1,275 |
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— |
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— |
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1,275 |
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Licensing and other revenue |
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839 |
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— |
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— |
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839 |
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Total revenue |
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59,000 |
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52,639 |
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— |
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111,639 |
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Costs and expenses: |
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Food and beverage costs |
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15,068 |
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14,121 |
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— |
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29,189 |
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Labor and benefits costs |
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17,253 |
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18,629 |
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— |
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35,882 |
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Operating expenses |
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14,489 |
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13,284 |
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2,635 |
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30,408 |
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Depreciation and amortization expenses |
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1,355 |
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2,880 |
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(1,030) |
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3,206 |
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General and administrative expenses |
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7,547 |
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— |
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2,465 |
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10,012 |
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National advertising fund expenses |
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1,275 |
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— |
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— |
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1,275 |
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Asset impairment, estimated lease termination charges and other closing costs, net |
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718 |
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— |
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— |
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718 |
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Pre-opening expenses |
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94 |
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— |
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— |
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94 |
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Net (gain) loss on disposal of property and bargain purchases |
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(174) |
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4 |
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— |
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(170) |
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Total costs and expenses |
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57,625 |
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48,918 |
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4,071 |
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110,614 |
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Income from operations |
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1,375 |
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3,720 |
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(4,071) |
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1,024 |
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Other income (expense): |
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Interest expense |
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(392) |
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(2,273) |
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2,273 |
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(392) |
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Interest income |
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114 |
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— |
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— |
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114 |
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Total other expense |
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(278) |
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(2,273) |
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2,273 |
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(278) |
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Income before income taxes |
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1,097 |
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1,447 |
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(1,798) |
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746 |
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Income tax (expense) benefit |
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(25) |
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— |
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81 |
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56 |
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Net income |
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1,072 |
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1,447 |
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(1,716) |
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|
803 |
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Less: Net loss attributable to non-controlling interest |
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67 |
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— |
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— |
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67 |
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Net income attributable to shareholders |
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$ |
1,139 |
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$ |
1,447 |
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$ |
(1,716) |
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$ |
870 |
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Basic net income per share |
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$ |
0.13 |
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$ |
0.10 |
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Diluted net income per share |
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$ |
0.12 |
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$ |
0.09 |
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Weighted average shares outstanding - basic |
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9,095 |
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9,095 |
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Weighted average shares outstanding - diluted |
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9,193 |
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9,193 |
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3
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 2018 AND THE THREE QUARTERS ENDED SEPTEMBER 29, 2019
(in thousands)
Unaudited pro forma Consolidated Statements of Operations for the year ended December 30, 2018 and the three months ended September 29, 2019
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(1) |
Reflects the Company’s historical operations for the period indicated as previously filed. |
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(2) |
Reflects the revenues and direct expenses of the 18 Granite City locations acquired. |
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(3) |
Represents the adjustment needed to reflect corporate overhead, renegotiated lease agreements for acquired Granite City locations, and the Company’s statutory tax rate. |
BBQ HOLDINGS, INC.
NON-GAAP PRO FORMA RECONCILIATION FOR THE YEAR ENDED DECEMBER 30, 2018 AND THE THREE QUARTERS ENDED SEPTEMBER 29, 2019
(in thousands)
Certain amounts do not sum due to rounding
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For the year ended December 30, 2018 |
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BBQ Holdings, Inc. |
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Granite City |
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Pro Forma Adjustments |
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Pro Forma BBQ Holdings, Inc. |
||||
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Net income |
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$ |
4,862 |
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$ |
5,852 |
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$ |
(3,279) |
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$ |
7,435 |
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Asset impairment and estimated lease termination charges and other closing costs |
|
|
145 |
|
|
— |
|
|
— |
|
|
145 |
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Depreciation and amortization |
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|
1,264 |
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|
3,748 |
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— |
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|
5,012 |
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Interest expense, net |
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|
371 |
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1,470 |
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(229) |
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|
1,611 |
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Net (gain) loss on disposal of equipment |
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29 |
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52 |
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— |
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|
81 |
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Stock-based compensation |
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|
278 |
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|
60 |
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— |
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|
338 |
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Severance |
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58 |
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— |
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— |
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58 |
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Provision for income taxes |
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|
729 |
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— |
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|
777 |
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1,506 |
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Adjusted EBITDA |
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$ |
7,736 |
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$ |
11,182 |
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$ |
(2,731) |
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$ |
16,187 |
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For the three quarters ended September 29, 2019 |
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BBQ Holdings, Inc. |
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Granite City |
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Pro Forma Adjustments |
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Pro Forma BBQ Holdings, Inc. |
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Net income |
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$ |
1,072 |
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$ |
1,447 |
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$ |
(1,716) |
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$ |
803 |
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Asset impairment and estimated lease termination charges and other closing costs |
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|
718 |
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— |
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— |
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|
718 |
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Depreciation and amortization |
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1,355 |
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|
2,880 |
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(1,030) |
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|
3,206 |
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Interest expense, net |
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|
278 |
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2,273 |
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(2,273) |
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|
278 |
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Net (gain) loss on disposal of equipment |
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(174) |
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4 |
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— |
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(170) |
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Stock-based compensation |
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|
354 |
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21 |
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— |
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|
375 |
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Acquisition costs |
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|
770 |
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— |
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— |
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|
770 |
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Pre-opening costs |
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|
94 |
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— |
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— |
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|
94 |
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Severance |
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|
13 |
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— |
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— |
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|
13 |
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Provision for income taxes |
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25 |
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— |
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(81) |
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(56) |
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Adjusted EBITDA |
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$ |
4,505 |
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$ |
6,626 |
|
$ |
(5,101) |
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$ |
6,030 |
4