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| 8-K - 8-K - BBQ HOLDINGS, INC. | brhc10026195_8k.htm |
Exhibit 99.1
Acquisition of VILLAGE INN & BAKERS SQUARE
Non-GAAP Financial Measures To supplement its consolidated financial statements, which are prepared and
presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company uses non-GAAP measures including those indicated below. These non-GAAP measures exclude significant expenses and income that are
required by GAAP to be recorded in the Company’s consolidated financial statements and are subject to inherent limitations. By providing non-GAAP measures, together with a reconciliation to the most comparable GAAP measure, the Company believes
that it is enhancing investors’ understanding of the Company’s business and results of operations. These measures are not intended to be considered in isolation of, as substitutes for, or superior to, financial measures prepared and presented
in accordance with GAAP. The non-GAAP measures presented may be different from the measures used by other companies. The Company urges investors to review the reconciliation of its non-GAAP measures to the most directly comparable GAAP measure,
included in the accompanying financial tables. Adjusted net income (loss) from continuing operations is net income (loss) from continuing operations, plus asset impairment, estimated lease termination and other closing costs, settlement
agreements, net (loss) gain on disposal of equipment, stock-based compensation, severance, and the related tax impact. This number is divided by the weighted-average number of basic shares of common stock outstanding during each period
presented to arrive at adjusted net income (loss) from continuing operations, per share. Adjusted EBITDA is net income (loss), including discontinued operations, plus asset impairment, estimated lease termination and other closing costs,
settlement agreements, depreciation and amortization, interest expense, net, net (loss) gain on disposal of equipment, stock-based compensation, severance and provision (benefit) for income taxes. Forward-Looking StatementsStatements in this
press release that are not strictly historical, including but not limited to statements regarding the timing of the Company’s restaurant openings and the timing or success of refranchising plans, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, which may cause the Company’s actual results to differ materially from expected results. Although the Company
believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectation will be attained. Factors that could cause actual results to differ materially from Famous
Dave’s expectation include financial performance, restaurant industry conditions, execution of restaurant development and construction programs, franchisee performance, changes in local or national economic conditions, availability of
financing, governmental approvals and other risks detailed from time to time in the Company’s SEC reports. SAFE HARBOR STATEMENT
Updated 2021 Guidance Post Transaction¹ Net Restaurant Rev$180-185 MM System-wide Sales$451-456
MM Cash3$21.7 MM 2021 Cash EBITDA2 $13.5 – 14.0 MMIncrease attributable to $2.0 MM from current BBQ operations and $1.5 MM from pro-rata acquisition Net Income$5.1 – 5.5 MM ¹ Includes partial year of VIBS operations with expected
acquisition date on or near 7/30/212 See reconciliation (Slide 13)3 $1.4MM restricted cash (Source: Company 1st Qrt. 10Q)4 Includes 1,000,000 shares pursuant to the PIPE offerings NASDAQ: BBQ Royalty & License Rev$11.4-11.9 MM Long Term
Bank Debt$9.5 MM 81Company-owned locations 214Franchised restaurants in 36 states >72%Franchised NASDAQ: BBQ ~10.3 MM Shares Outstanding4 Corporate: Famous Dave’s 27, Granite City’s 18, Clark Crew 1, Real Urban BBQ 1, Village Inn 21,
Bakers Square 13 3
ACQUISITION SUMMARY 4 We anticipate closing the transaction on or near July 30, 2021 Sources $13mm
PIPE with institutional investors$.5mm Cash from balance sheet$13.5mm Total Capital Uses $3.25mm Two fee simple properties$10.25mm Membership interests of Village Inn and Bakers Square$13.5mm Total Acquisition Price Acquisition 12 Month
Proforma $56mm Revenue$4.2mm Corporate Restaurant Store Level EBITDA$4mm Royalties($3.6mm) Less corporate G&A$4.6mm Net EBITDA Acquisition price / Net EBITDA = 2.9
BBQ HOLDINGS ACQUISITION OF VILLAGE INN & BAKERS SQUARE
AUTHENTIC FAMILY DINING BRANDS WITH LONG HISTORIES Founded in Denver, Colorado in 1958Known for
breakfast all day, especially pancakesLocated primarily in the Rockies, the Mid West, Arizona, and Florida Founded in Des Moines, Iowa in 1969Celebrated for soups, sandwiches, and piesLocated in the Mid West 6
12-month Rest. Revenue(1) 12-month Rest. Revenue(1) 12-month Rest. Revenue 12-month
Royalty Revenue 12-month Royalty Revenue 12-month Royalty Revenue 12-month Operating EBITDA(2) 12-month Operating EBITDA(2] 12-month Operating EBITDA(2) Locations Locations Locations % Franchised % Franchised % Franchised 12-month
AUV(3) 12-month AUV(3) Average Check(3) Average Check(3) OPPORTUNITY AT A GLANCE For over 60 years, Village Inn and Bakers Square have delivered award-winning pies and family favorites in a warm and friendly environmentThese venerable
brands are the go-to restaurant destinations to buy whole pies during the holidays 21 Village Inn CompanyStores 114 Village Inn Franchise Stores 13 Bakers SquareStores Reflects company-owned store-level Net RevenueReflects restaurant
store-level EBITDA and franchise royalty revenueReflects company-owned store
locations 7 6 1 3 2 20 6 3 8 9 7 1 7 4 2 9 4 2 20 3 2 6 1 2 1 7 5 1 1 Total 7 $56.4M $37.6M $18.8M $4.0M $4.0M $0.0M $8.2M $7.7M $0.5M 148 135 13 77.0% 84.0% 0.0% $1.8M $1.7M $12.06 $15.62
WHY VILLAGE INN ANDBAKERS SQUARE We continue to build a diversified portfolio of food and beverage
brands.The Village Inn system has a healthy corporate to franchise ratio that we can grow.Award winning recipes - Bakers Square pies have placed first in the American Pie Council’s National Pie Championship over 300 times. There are many
synergies within our Holdco. 8
OUR VISION FOR VILLAGE INN AND BAKERS SQUARE GROWTH 9 Bakers Square – The best pie in America can be
sold in many retail locations including grocery, kiosks, and our other restaurants (Famous Dave’s, Granite City, Real Urban BBQ). Village Inn - Rejuvenate the brand with a new VI Café prototype and launch a new growth initiative.
HOW VILLAGE INN & BAKERS SQUARE DELIVER Homemade Home-style breakfast is key Primarily pie,
but the whole menu generally conveys home-style food Variety and Customization Breakfast items are the strongest menu segment Across all day parts Quality Great breakfast and highest quality pie Unique pies are high quality
offerings Fresh Breakfast is largely made from scratch Large variety of fresh baked pies Value Village Inn Breakfast represents greatest value for number of options and price Affordable items Key Business Driver Strong Secondary
Value Proposition 10
Significant Franchisee Tenure with the Brand Percentage of Units Owned by Franchisees 37Locations
Refranchised from Corporate Over the Last Two Years 84%Village Inn Locations Franchised HEALTHY FRANCHISE SYSTEM & PERFORMANCE 46Stores Operated by Largest Franchisee 28Average Franchisee Years with
Brand 22UniqueFranchisees Largest franchisee represents 29% of system sales, no other franchisee represents more than 10% of system sales > 80% with brand more than 15 years Franchisee 1(1) Franchisee 3 Franchisee 4 Franchisee
5 Franchisees 6-10 Others Franchisee 2 Third generation franchisee 11
12 BBQ HOLDINGS PORTFOLIO POST ACQUISITION FAMOUS DAVE’S VILLAGE INN GRANITE CITY BAKERS
SQUARE REAL URBAN BBQ CLARK CREW BBQ Total Corporate Locations 27 21 18 13 1 1 81 Franchise Locations 100 114 0 0 0 0 214 Total Locations 127 135 18 13 1 1 295 Growth Plan New line serve and drive thru
locations New trendy breakfast prototype Dual concept with new breakfast brand Sell pies in retail, kiosk and other restaurants New line serve locations and CPG’s New full serve locations and CPG’s
ADJUSTED EBITDA RECONCILIATIONBBQ Holdings, Inc. and Subsidiaries Non-GAAP Reconciliation 13 Cash
EBITDA Guidance Range 2021 VIBS represents a partial year of operations with expected acquisition date on or near 7/30/21
12701 Whitewater Drive • Suite 100 • Minnetonka, MN 55343Phone: 952-294-1300 •
Website: bbq-holdings.com • E-mail: InvestorRelations@BBQ-Holdings.com