Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - BBQ HOLDINGS, INC. | bbq-20210730xex99d2.htm |
EX-99.1 - EX-99.1 - BBQ HOLDINGS, INC. | bbq-20210730xex99d1.htm |
EX-23.1 - EX-23.1 - BBQ HOLDINGS, INC. | bbq-20210730xex23d1.htm |
8-K/A - 8-K/A - BBQ HOLDINGS, INC. | bbq-20210730x8ka.htm |
Exhibit 99.3
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF BBQ HOLDINGS, INC., VILLAGE INN HOLDINGS, LLC AND BAKERS SQUARE HOLDINGS, LLC AS OF JULY 4, 2021 AND THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF BBQ HOLDINGS, INC., VILLAGE INN HOLDINGS, LLC AND BAKERS SQUARE HOLDINGS, LLC FOR FISCAL YEARS ENDED JANUARY 3, 2021 AND DECEMBER 29, 2019 AND THE TWO QUARTERS ENDED JULY 4, 2021
(in thousands)
The following Unaudited Pro Forma Condensed Combined Statements of Operations for fiscal years ended January 3, 2021 and December 29, 2019, and the two quarters ended July 4, 2021, and the Unaudited Pro Forma Condensed Combined Balance Sheet as of July 4, 2021 and are presented as if BBQ Holdings, Inc.(“the Company”) acquired Village Inn Holdings, LLC (“VI Holdings”) and Bakers Square Holdings, LLC (“BSQ Holdings”) as of the beginning of the first fiscal year presented. These unaudited Pro Forma Condensed Combined 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 January 3, 2021, and the Company’s Quarterly Report on Form 10-Q for the two quarters ended July 4, 2021. Additionally, these statements should be read in conjunction with the audited Special Purpose Statements of Revenues and Direct Expenses of VI Holdings and BSQ Holdings for the fiscal years ended December 27, 2020 and December 29, 2019 and the unaudited two quarters ended June 13, 2021 and June 14, 2020. The Pro Forma Condensed Combined Statements of Operations are unaudited and are not necessarily indicative of what the actual results of operations would have been had the Company acquired VI Holdings and BSQ Holdings 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 COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 3, 2021
(in thousands)
| BBQ Holdings, Inc. (1) | | VI Holdings & BSQ Holdings (2) | | Pro Forma Adjustments (3) | | Pro Forma BBQ Holdings, Inc. | ||||
Revenue: | | | | | | | | | | | |
Restaurant sales, net | $ | 109,544 | | $ | 42,183 | | $ | — | | $ | 151,727 |
Franchise royalty and fee revenue |
| 8,919 | |
| 4,242 | |
| — | |
| 13,161 |
Franchisee national advertising fund contributions |
| 1,124 | |
| | |
| — | |
| 1,124 |
Licensing and other revenue |
| 1,850 | |
| | |
| — | |
| 1,850 |
Total revenue |
| 121,437 | |
| 46,425 | |
| — | |
| 167,862 |
| | | | | | | | | | | |
Costs and expenses: |
|
| |
| | |
| | |
| |
Food and beverage costs |
| 33,867 | |
| 12,280 | |
| — | |
| 46,147 |
Labor and benefits costs |
| 37,228 | |
| 16,174 | |
| — | |
| 53,402 |
Operating expenses |
| 36,984 | |
| 12,835 | |
| — | |
| 49,819 |
Depreciation and amortization expenses |
| 5,121 | |
| 1,813 | |
| — | |
| 6,934 |
General and administrative expenses |
| 14,395 | |
| 960 | |
| 3,600 | |
| 18,955 |
National advertising fund expenses | | 1,124 | | | | | | — | | | 1,124 |
Asset impairment, estimated lease termination charges and other closing costs, net |
| 5,683 | |
| 41 | |
| — | |
| 5,724 |
Pre-opening expenses |
| 10 | |
| | |
| — | |
| 10 |
Net gain on disposal of property and bargain purchases |
| (1,810) | |
| | |
| — | |
| (1,810) |
Total costs and expenses |
| 132,602 | |
| 44,103 | |
| 3,600 | |
| 180,305 |
| | | | | | | | | | | |
Income (loss) from operations |
| (11,165) | |
| 2,322 | |
| (3,600) | |
| (12,443) |
| | | | | | | | | | | |
Other income (expense): |
|
| |
| | |
| | |
| |
Interest expense |
| (805) | |
| | |
| — | |
| (805) |
Interest income |
| 154 | |
| | |
| — | |
| 154 |
Gain on bargain purchase |
| 13,246 | |
| | |
| — | |
| 13,246 |
Total other income |
| 12,595 | |
| — | |
| — | |
| 12,595 |
| | | | | | | | | | | |
Income (loss) before income taxes |
| 1,430 | |
| 2,322 | |
| (3,600) | |
| 152 |
| | | | | | | | | | | |
Income tax benefit (expense) |
| 2,837 | |
| — | |
| 142 | |
| 2,979 |
| | | | | | | | | | | |
Net income (loss) |
| 4,267 | |
| 2,322 | |
| (3,458) | |
| 3,131 |
Less: Net loss attributable to non-controlling interest | | 680 | | | — | | | — | | | 680 |
Net income (loss) attributable to shareholders | $ | 4,947 | | $ | 2,322 | | $ | (3,458) | | $ | 3,811 |
| | | | | | | | | | | |
Basic net income per share attributable to shareholders | $ | 0.54 | | | | | | | | $ | 0.38 |
Diluted net income per share attributable to shareholders | $ | 0.54 | | | | | | | | $ | 0.37 |
Weighted average shares outstanding - basic | | 9,155 | | | | | | 1,000 | | | 10,155 |
Weighted average shares outstanding - diluted | | 9,168 | | | | | | 1,000 | | | 10,168 |
2
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 29, 2019
(in thousands)
| BBQ Holdings, Inc. (1) | | VI Holdings & BSQ Holdings (2) | | Pro Forma Adjustments (3) | | Pro Forma BBQ Holdings, Inc. | ||||
Revenue: | | | | | | | | | | | |
Restaurant sales, net | $ | 68,564 | | $ | 67,550 | | $ | — | | $ | 136,114 |
Franchise royalty and fee revenue |
| 12,126 | |
| 4,889 | |
| — | |
| 17,015 |
Franchisee national advertising fund contributions |
| 1,616 | |
| | |
| — | |
| 1,616 |
Licensing and other revenue |
| 1,249 | |
| | |
| — | |
| 1,249 |
Total revenue |
| 83,555 | |
| 72,439 | |
| — | |
| 155,994 |
| | | | | | | | | | | |
Costs and expenses: |
|
| |
| | |
| | |
| |
Food and beverage costs |
| 21,541 | |
| 18,622 | |
| — | |
| 40,163 |
Labor and benefits costs |
| 24,565 | |
| 24,812 | |
| — | |
| 49,377 |
Operating expenses |
| 22,555 | |
| 15,966 | |
| — | |
| 38,521 |
Depreciation and amortization expenses |
| 2,231 | |
| 1,399 | |
| — | |
| 3,630 |
General and administrative expenses |
| 10,992 | |
| 829 | |
| 3,600 | |
| 15,421 |
National advertising fund expenses | | 1,616 | | | | | | — | | | 1,616 |
Asset impairment, estimated lease termination charges and other closing costs, net |
| 1,296 | |
| 2 | |
| — | |
| 1,298 |
Pre-opening expenses |
| 460 | |
| | |
| — | |
| 460 |
Net gain on disposal of property and bargain purchases |
| (74) | |
| | |
| — | |
| (74) |
Total costs and expenses |
| 85,182 | |
| 61,630 | |
| 3,600 | |
| 150,412 |
| | | | | | | | | | | |
(Loss) income from operations |
| (1,627) | |
| 10,809 | |
| (3,600) | |
| 5,582 |
| | | | | | | | | | | |
Other income (expense): |
|
| |
| | |
| | |
| |
Interest expense |
| (494) | |
| | |
| | |
| (494) |
Interest income |
| 215 | |
| | |
| — | |
| 215 |
Total other expense |
| (279) | |
| — | |
| — | |
| (279) |
| | | | | | | | | | | |
(Loss) income before income taxes |
| (1,906) | |
| 10,809 | |
| (3,600) | |
| 5,303 |
| | | | | | | | | | | |
Income tax benefit (expense) |
| 659 | |
| — | |
| (1,175) | |
| (516) |
| | | | | | | | | | | |
Net (loss) income |
| (1,247) | |
| 10,809 | |
| (4,775) | |
| 4,787 |
Less: Net loss attributable to non-controlling interest | | 598 | | | — | | | — | | | 598 |
Net (loss) income attributable to shareholders | $ | (649) | | $ | 10,809 | | $ | (4,775) | | $ | 5,385 |
| | | | | | | | | | | |
Basic net (loss) income per share attributable to shareholders | $ | (0.07) | | | | | | | | $ | 0.53 |
Diluted net (loss) income per share attributable to shareholders | $ | (0.07) | | | | | | | | $ | 0.53 |
Weighted average shares outstanding - basic | | 9,099 | | | | | | 1,000 | | | 10,099 |
Weighted average shares outstanding - diluted | | 9,099 | | | | | | 1,000 | | | 10,099 |
3
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE TWO QUARTERS ENDED JULY 4, 2021
(in thousands)
| BBQ Holdings, Inc. (1) | | VI Holdings & BSQ Holdings (2) | | Pro Forma Adjustments (3) | | Pro Forma BBQ Holdings, Inc. | ||||
Revenue: | | | | | | | | | | | |
Restaurant sales, net | $ | 74,808 | | $ | 21,942 | | $ | — | | $ | 96,750 |
Franchise royalty and fee revenue |
| 5,320 | |
| 1,602 | |
| — | |
| 6,922 |
Franchisee national advertising fund contributions |
| 749 | |
| | |
| — | |
| 749 |
Licensing and other revenue |
| 1,962 | |
| | |
| — | |
| 1,962 |
Total revenue |
| 82,839 | |
| 23,544 | |
| — | |
| 106,383 |
| | | | | | | | | | | |
Costs and expenses: |
|
| |
| | |
| | |
| |
Food and beverage costs |
| 21,989 | |
| 5,584 | |
| — | |
| 27,573 |
Labor and benefits costs |
| 22,683 | |
| 7,676 | |
| — | |
| 30,359 |
Operating expenses |
| 21,843 | |
| 6,824 | |
| — | |
| 28,667 |
Depreciation and amortization expenses |
| 2,985 | |
| 809 | |
| — | |
| 3,794 |
General and administrative expenses |
| 8,582 | |
| 240 | |
| 1,800 | |
| 10,622 |
National advertising fund expenses | | 749 | | | | | | — | | | 749 |
Asset impairment, estimated lease termination charges and other closing costs, net |
| 37 | |
| 16 | |
| — | |
| 53 |
Pre-opening expenses |
| 120 | |
| | |
| — | |
| 120 |
Net loss on disposal of property and bargain purchases |
| 135 | |
| | |
| — | |
| 135 |
Total costs and expenses |
| 79,123 | |
| 21,149 | |
| 1,800 | |
| 102,072 |
| | | | | | | | | | | |
Income (loss) from operations |
| 3,716 | |
| 2,395 | |
| (1,800) | |
| 4,311 |
| | | | | | | | | | | |
Other income (expense): |
|
| |
| | |
| | |
| |
Interest expense |
| (315) | |
| | |
| — | |
| (315) |
Interest income |
| 98 | |
| | |
| — | |
| 98 |
Gain upon debt extinguishment | | 14,109 | | | | | | | | | 14,109 |
Gain on bargain purchase |
| — | |
| | |
| — | |
| - |
Total other income (expense) |
| 13,892 | |
| — | |
| — | |
| 13,892 |
| | | | | | | | | | | |
Income (loss) before income taxes |
| 17,608 | |
| 2,395 | |
| (1,800) | |
| 18,203 |
| | | | | | | | | | | |
Income tax expense |
| (481) | |
| — | |
| 16 | |
| (465) |
| | | | | | | | | | | |
Net income (loss) |
| 17,127 | |
| 2,395 | |
| (1,784) | |
| 17,738 |
Less: Net income attributable to non-controlling interest | | (542) | | | — | | | — | | | (542) |
Net income (loss) attributable to shareholders | $ | 16,585 | | $ | 2,395 | | $ | (1,784) | | $ | 17,196 |
| | | | | | | | | | | |
Basic net income per share attributable to shareholders | $ | 1.79 | | | | | | | | $ | 1.68 |
Diluted net income per share attributable to shareholders | $ | 1.73 | | | | | | | | $ | 1.63 |
Weighted average shares outstanding - basic | | 9,256 | | | | | | 1,000 | | | 10,256 |
Weighted average shares outstanding - diluted | | 9,567 | | | | | | 1,000 | | | 10,567 |
Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended January 3, 2021 and December 29, 2019 and the two quarters ended July 4, 2021
(1) | Reflects the Company’s historical operations for the period indicated as previously filed. |
(2) | Reflects the revenues and direct expenses of VI Holdings and BSQ Holdings. |
(3) | Represents the adjustment needed to reflect corporate overhead, the Company’s statutory tax rate, and the number of shares outstanding. |
4
BBQ HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JULY 4, 2021
(in thousands)
ASSETS | | BBQ Holdings, Inc. (4) | | VI Holdings & BSQ Holdings (5) | | Pro Forma Adjustments (6) | | Pro Forma BBQ Holdings, Inc. | ||||
Current assets: |
| | | | | | | | ||||
Cash and cash equivalents | | $ | 39,182 | | $ | 2,207 | | $ | (15,159) | | $ | 26,230 |
Accounts receivable, net of allowance for doubtful accounts | |
| 4,966 | |
| 2,376 | |
| (2,376) | |
| 4,966 |
Inventories | |
| 2,433 | |
| 462 | |
| | |
| 2,895 |
Prepaid expenses and other current assets | |
| 2,881 | |
| 359 | |
| (162) | |
| 3,078 |
Assets held for sale | |
| 1,024 | |
| | |
| | |
| 1,024 |
Total current assets | |
| 50,486 | |
| 5,404 | |
| (17,697) | |
| 38,193 |
| | | | | | | | | | | | |
Property, equipment and leasehold improvements, net | |
| 31,112 | |
| 8,909 | |
| | |
| 40,021 |
| | | | | | | | | | | | |
Other assets: | |
|
| |
|
| |
|
| |
|
|
Operating lease right-of-use assets | | | 60,787 | | | 16,722 | | | | | | 77,509 |
Goodwill | | | 601 | | | | | | | | | 601 |
Intangible assets, net | |
| 9,733 | |
| 14,145 | |
| | |
| 23,878 |
Deferred tax asset, net | |
| 4,623 | |
| | |
| | |
| 4,623 |
Other assets | |
| 1,660 | |
| 2,035 | |
| (2,035) | |
| 1,660 |
| | $ | 159,002 | | $ | 47,215 | | $ | (19,732) | | $ | 186,485 |
| | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
|
| | | | | | | | | |
| | | | | | | | | | | | |
Current liabilities: | |
|
| |
|
| |
|
| |
|
|
Accounts payable | | $ | 7,050 | | $ | 1,882 | | $ | (1,882) | | $ | 7,050 |
Current portion of lease liabilities | | | 6,844 | | | 2,762 | | | | | | 9,606 |
Current portion of long-term debt | | | 2,165 | | | | | | | | | 2,165 |
Accrued compensation and benefits | |
| 6,313 | |
| 3,027 | |
| (3,027) | |
| 6,313 |
Other current liabilities | |
| 8,814 | |
| 8,419 | |
| (7,202) | |
| 10,031 |
Total current liabilities | |
| 31,186 | |
| 16,090 | |
| (12,111) | |
| 35,165 |
| |
|
| |
|
| |
|
| |
|
|
Long-term liabilities: | |
|
| |
|
| |
|
| |
|
|
Lease liabilities, less current portion | | | 61,839 | | | 12,777 | | | | | | 74,616 |
Long-term debt, less current portion | |
| 7,131 | |
| 10,740 | |
| (10,740) | |
| 7,131 |
Other liabilities | |
| 1,376 | |
| 2,122 | |
| 244 | |
| 3,742 |
Total liabilities | |
| 101,532 | |
| 41,729 | |
| (22,607) | |
| 120,654 |
| | | | | | | | | | | | |
Shareholders’ equity: | |
|
| |
|
| |
|
| |
|
|
Total equity | | | 57,470 | | | 5,486 | | | 2,875 | | | 65,831 |
| | $ | 159,002 | | $ | 47,215 | | $ | (19,732) | | $ | 186,485 |
Unaudited Pro Forma Condensed Combined Balance as of July 4, 2021:
(4) | Reflects the Company’s historical financial position as of July 4, 2021 as previously filed. |
(5) | Reflects the unaudited historical financial position as of the end of the second quarter of fiscal year 2021. |
(6) | Reflects adjustments for cash used for the purchase of VI Holdings and BSQ Holdings, assets not acquired and liabilities not assumed. |
5