Overview



In September 2019 a holding company reorganization was completed in which Famous
Dave's of America, Inc. ("FDA") became a wholly owned subsidiary of the new
parent holding company named BBQ Holdings, Inc. ("BBQ Holdings"). As used in
this Form 10-K, "Company", "we" and "our" refer to BBQ Holdings and its wholly
owned subsidiaries. BBQ Holdings was incorporated on March 29, 2019 under the
laws of the State of Minnesota, while FDA was incorporated in Minnesota on March
14, 1994. The Company develops, owns and operates restaurants under the name
"Famous Dave's", "Village Inn", "Granite City", "Real Urban Barbecue", "Clark
Crew BBQ", "Tahoe Joe's Steakhouse", and "Bakers Square." Additionally, the
Company franchises restaurants under the name "Famous Dave's" and "Village Inn".
As of January 2, 2022, there were 143 Famous Dave's restaurants operating in
three countries, including 39 Company-owned restaurants and 104
franchise-operated restaurants. Additionally, the Company operates Famous Dave's
ghost kitchens out of eight of its Granite City restaurants. The first Clark
Crew BBQ restaurant opened in December 2019 in Oklahoma City, Oklahoma. BBQ
Holdings has a 20% ownership in this venture. In March 2020, the Company
purchased 18 Granite City Food & Brewery restaurants located throughout the
Midwest and one Real Urban Barbecue restaurant located in Vernon Hills,
Illinois. On July 30, 2021, the Company completed the purchase of the Village
Inn family restaurant concept currently with 21 Company-owned restaurants and
108 franchised restaurants, and the Bakers Square pie and comfort food concept
currently with 14 Company-owned restaurants and four franchise-operated
restaurants. On October 4, 2021, the Company opened its second Real Urban
Barbecue restaurant located in Oak Brook, Illinois and on October 8, 2021 the
Company acquired the Tahoe Joe's Steakhouse brand.

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Impact of the COVID-19 Virus on our business



In March 2020, the World Health Organization declared the outbreak of a novel
coronavirus ("COVID-19") as a pandemic and the United States declared a National
Public Health Emergency. As a result, public health measures were taken to
minimize exposure to the virus. These measures, some of which are
government-mandated, have been implemented globally resulting in a dramatic
decrease in economic activity. During 2021, mandated restrictions began to ease
in a number of the markets in which we operate. Although we have experienced
some recovery from the initial impact of COVID-19, the long-term impact of
COVID-19 on the economy and on our business remains uncertain, the duration and
scope of which cannot currently be predicted. As new variants of COVID-19 are
being discovered and cases in unvaccinated people rise throughout the markets in
which we do business, we cannot predict the severity of another surge, what
additional restrictions may be enacted, to what extent we can maintain
off-premise sales volumes, whether we can maintain sufficient staffing levels,
or if individuals will be comfortable returning to our dining rooms during or
following social distancing protocols, and what long-lasting effects the
COVID-19 pandemic may have on the restaurants industry as a whole. The potential
impact of the COVID-19 pandemic on consumer spending behavior, which may be a
function of continued concerns over safety and/or depressed consumer sentiment
due to adverse economic conditions, including job losses, will determine the
significance of the impact to our operating results and financial position. Due
to the rapid development and fluidity of this situation, we cannot determine the
ultimate impact that the COVID-19 pandemic will have on our consolidated
financial condition, liquidity, and future results of operations.

Fiscal Year



Our fiscal year ends on the Sunday nearest to December 31st of each year. Our
fiscal year is generally 52 weeks; however, it periodically consists of 53
weeks. The fiscal year ended January 2, 2022 (fiscal 2021) consisted of 52 weeks
while the fiscal year ended January 3, 2021 (fiscal 2020) consisted of 53 weeks.

Basis of Presentation



The financial results presented and discussed herein reflect our results and the
results of our wholly-owned and majority-owned consolidated subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior year amounts to conform to the
current year's presentation.

Application of Critical Accounting Policies and Estimates



The following discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and judgments that affect the reported amount of assets, liabilities
and expenses, and related disclosures. On an on-going basis, management
evaluates its estimates and judgments. By their nature, these estimates and
judgments are subject to an inherent degree of uncertainty. Management bases its
estimates and judgments on historical experience, observance of trends in the
industry, information provided by customers and other outside sources and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ materially from these estimates under
different assumptions or conditions. Our management believes the following
critical accounting policies reflect its more significant judgments and
estimates used in the preparation of our consolidated financial statements. Our
company's significant accounting policies are described in Note 1 Nature of
Business and Significant Accounting Policies to the consolidated financial
statements included herein.

We have discussed the development and selection of the following critical
accounting policies with the Audit Committee of our Board of Directors and the
Audit Committee has reviewed our disclosures relating to such policies in this
Management's Discussion and Analysis of Financial Condition and Results of

Operations.

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Recognition of Franchise-Related Revenue



We recognize franchise fee revenue on a straight-line basis over the life of the
related franchise agreements and any exercised renewal periods. Cash payments
are due upon the opening of a new restaurant or upon the execution of a renewal
of the related franchise agreement. Our performance obligation with respect to
franchise fee revenues consists of a license to utilize our brand for a
specified period of time, which is satisfied equally over the life of each
franchise agreement.

Area development fees are deferred until a new restaurant is opened pursuant to
the area development agreement, at which time revenue is recognized on a
straight-line basis over the life of the franchise agreement. Cash payments for
area development agreements are typically due when an area development agreement
has been executed. Gift card breakage revenue is recognized proportionately as
gift cards are redeemed utilizing an estimated breakage rate based on our
historical experience. Gift card breakage revenue is reported within the
licensing and other revenue line item of the consolidated statements of
operations.

The Company reports contributions from franchisees to our company's system-wide
National Advertising Fund (the "NAF") on a gross basis within the franchisee
national advertising fund contributions line item on the consolidated statements
of operations.

Costs and Expenses

Restaurant costs and expenses include, among other items, food and beverage
costs; labor and benefits costs; operating expenses, which include occupancy
costs, repair and maintenance costs, supplies and advertising and promotion.
Certain of these costs and expenses are variable and will increase or decrease
with sales volume. The primary fixed costs are restaurant management salaries
and occupancy costs. Our experience is that when a new restaurant opens, it
incurs higher than normal levels of labor and food costs until operations
stabilize, usually during the first three to six months of operations. As
restaurant management and staff gain experience following a restaurant's
opening, labor scheduling, food cost management and operating expense control
typically improve to levels similar to those at our more established
restaurants.

General and Administrative Expenses



General and administrative expenses include all corporate and administrative
functions, other than marketing and digital services. Salaries and benefits,
legal fees, accounting fees, professional consulting fees, travel, rent and
general insurance are major items in this category. Additionally, we record
expense for managers-in-training ("MITs") in this category.

Asset Impairment, Estimated Lease Termination and Other Closing Costs


We evaluate restaurant sites and long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of restaurant sites to be held and used
is measured by a comparison of the carrying amount of the restaurant site to the
undiscounted future net cash flows expected to be generated on a
restaurant-by-restaurant basis. If a restaurant is determined to be impaired,
the loss is measured by the amount by which the carrying amount of the
restaurant site exceeds its fair value. Fair value is estimated based on the
best information available including estimated future cash flows, expected
growth rates in comparable restaurant sales, remaining lease terms, discount
rate and other factors. If these assumptions change in the future, we may be
required to take additional impairment charges for the related assets.
Considerable management judgment is necessary to estimate future cash flows.
Accordingly, actual results could vary significantly from such estimates.
Restaurant sites that are operating, but have been previously impaired, are
reported at the lower of their carrying amount or fair value less estimated

costs to sell.

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Lease Accounting

We lease the property for our corporate headquarters, most of our Company-owned
stores, and certain office and restaurant equipment. We determine if an
arrangement is a lease at inception. Operating leases are included in operating
lease right-of use ("ROU") assets, current portion of operating lease
liabilities, and operating lease liabilities in the consolidated balance sheet.
ROU assets and operating lease liabilities are recognized based on the present
value of lease payments over the lease term, including any renewal options where
the renewal is reasonably assured at the commencement date. Because most of our
leases do not provide an implicit rate of return, we use our incremental
borrowing rate based on the information available at commencement date in
determining the present value of lease payments. Operating lease ROU assets are
reduced for lease incentives received. Where we are the lessee, at initial
adoption, we have elected to account for non-lease components associated with
its leases (e.g., common area maintenance costs) and lease components separately
for substantially all of its asset classes. Subsequent to adoption we will
combine lease and non-lease components.

We account for construction allowances by recording a receivable when its
collectability is considered probable, and relieve the receivable once the cash
is obtained from the landlord. We depreciate the leasehold improvements over the
lesser of their useful lives or the full term of the lease, including reasonably
assured renewal options and build-out periods. We record rent expense during the
build-out period and classify this expense in pre-opening expenses in our
consolidated statements of operations.

Liquor licenses


We own transferable liquor licenses in jurisdictions with a limited number of
authorized liquor licenses. These licenses are capitalized as indefinite-lived
intangible assets and are included in intangible assets, net in our consolidated
balance sheets. We review annually these liquor licenses for impairment.
Additionally, the costs of obtaining non-transferable liquor licenses that are
directly issued by local government agencies for nominal fees are expensed as
incurred. Annual liquor license renewal fees are recognized in expense over

the
renewal term.

Accounts receivable, net

We provide an allowance for uncollectible accounts on accounts receivable based
on historical losses and existing economic conditions, when relevant. We provide
for a general bad debt reserve for franchise receivables due to increases
in days sales outstanding for which no payment plan or other payment arrangement
exists. This general reserve is based on the aging of receivables meeting
specified criteria and is adjusted each quarter based on past due receivable
balances. Additionally, we have periodically established a specific reserve on
certain receivables as necessary on a case-by-case basis. Any changes to the
reserve are recorded in general and administrative expenses. Accounts receivable
balances written off have not exceeded allowances provided. We believe all
accounts receivable in excess of the allowance are fully collectible. If
accounts receivable in excess of provided allowances are determined
uncollectible, they are charged to expense in the period that determination is
made. In assessing recoverability of these receivables, we make judgments
regarding the financial condition of the franchisees based primarily on past and
current payment trends, as well as other variables, including annual financial
information, which franchisees are required to submit to us.

Stock-based compensation



We recognize compensation expense for share-based awards granted to team members
based on their fair values at the time of grant over the requisite service
period. Additionally, our board members receive share-based awards for their
board service. Our pre-tax compensation expense for stock options and other
incentive awards is included in general and administrative expenses in our
consolidated statements of operations.

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Income Taxes

We provide for income taxes based on our estimate of federal and state income
tax liabilities. These estimates include, among other items, effective rates for
state and local income taxes, allowable tax credits for items such as taxes paid
on reported tip income, estimates related to depreciation and amortization
expense allowable for tax purposes, and the tax deductibility of certain other
items. Our estimates are based on the information available to us at the time
that we prepare the income tax provision. We generally file our annual income
tax returns several months after our fiscal year-end. Income tax returns are
subject to audit by federal, state, and local governments, generally years after
the tax returns are filed. These returns could be subject to material
adjustments or differing interpretations of the tax laws. Accounting for
uncertain tax positions requires significant judgment including estimating the
amount, timing, and likelihood of ultimate settlement. Although we believe that
our estimates are reasonable, actual results could differ from these estimates.
Additionally, uncertain positions may be re-measured as warranted by changes in
facts or law.

Results of Operations - Fiscal Year 2021 Compared to Fiscal Year 2020



The following table presents items in our consolidated statements of operations
as a percentage of net restaurant sales or total revenue, as indicated, for

the
periods presented:

                                                      Year Ended
                                          January 2, 2022    January 3, 2021
Food and beverage costs(1)                           29.8 %             30.9 %
Labor and benefits costs(1)                          31.6 %             34.0 %
Operating expenses(1)                                29.4 %             33.8 %
Restaurant-level operating margin(1)(2)               9.3 %              1.3 %
Depreciation and amortization expenses(3)             3.6 %              4.2 %
General and administrative expenses(3)                9.3 %             11.7 %
Income (loss) from operations(3)                      4.0 %            

(9.2) %

(1) As a percentage of restaurant sales, net

(2) Restaurant-level operating margins are equal to restaurant sales, net, less

restaurant-level food and beverage costs, labor and benefits costs, and

operating expenses.

(3) As a percentage of total revenue

Total Revenue

Our components of and changes in revenue consisted of the following for the fiscal years ended January 2, 2022 and January 3, 2021:



                                                                  Year 

Ended


(dollars in thousands)               January 2, 2022     January 3, 2021         $ Change       % Change
Revenue:
Restaurant sales, net               $         187,872   $         109,544       $    78,328           71.5 %
Franchise royalty and fee revenue              12,187               8,919             3,268           36.6 %
Franchisee national advertising
fund contributions                              1,711               1,124               587           52.2 %
Licensing and other revenue                     4,672               1,650  

          3,022          183.2 %
Total revenue                       $         206,442   $         121,237       $    85,205           70.3 %


The increase of $85.2 million in year-over-year restaurant sales for the year
ended January 2, 2022, as compared to the year ended January 3, 2021, was
primarily a result of the acquisition of the Village Inn and Bakers Square
brands, four Famous Dave's restaurants and the Tahoe Joe's Steakhouse brand.
Same store net sales for Company-owned restaurants for fiscal year 2021,
increased by 36.7% compared to fiscal year 2020. It is our policy to include in
our same store net sales base, restaurants that have been open for 12 months
under our company's ownership. On a weighted basis, for the year ended January
2, 2022, dine-in same store sales increased by 63.0%, to-go sales

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increased by 5.9%, and catering sales increase 92.4%. Increases in same store
sales were driven by the reduction of COVID-19 related dining and large-group
gathering restrictions, as well as the increase in third-party delivery sales
and curbside pickup options.

We have been making significant investments in programs aimed at increasing
to-go and catering sales at all of our BBQ Holdings restaurants. We have rolled
out delivery programs with various third-party services, which we believe, along
with online ordering, will continue to augment our to-go and catering sales in
the future. We believe our focus on to-go enables us to capture a greater
portion of the "take-out" market by allowing consumers to "trade within our
brands," when dining-in is not always an option. We believe that these
innovations will provide additional avenues for our franchisees to grow their
respective businesses.

The increase in year-over-year franchise-related revenue was primarily due to
the addition of the Village Inn franchisee locations and the increased revenue
at our franchise locations due to the lifting of COVID-19 related dining
restrictions which were in place much of fiscal year 2020. Licensing and other
revenue is primarily derived from retail sales of Famous Dave's branded sauces
and rubs, Real Urban Barbeque consumer packaged goods, the sale of raw brewing
products produced at the Granite City brewing facility, and the recognition of
gift card breakage. The increase in licensing and other revenue in fiscal year
2021 is primarily attributable to an increase in gift card breakage.

Food and Beverage Costs

Our food and beverage costs consisted of the following for fiscal years ended January 2, 2022 and January 3, 2021:



                                                   Year Ended
(dollars in thousands)    January 2, 2022    January 3, 2021      $ Change 

   % Change
Food and beverage costs  $          55,969  $          33,867     $  22,102         65.3 %


Food and beverage costs for the fiscal years ended January 2, 2022 and January
3, 2021 represented approximately 29.8% and 30.9% of net restaurant sales,
respectively. This year-over-year decrease, as a percentage of net restaurant
sales was a result of the full-year impact of a reduction of menu items offered
as the restaurants reacted to the increase in to-go business and limited
in-store dining due to COVID-19 restrictions, and the improvement of operating
efficiencies in general. The addition of the Village Inn restaurants, which
historically have run lower food cost than that of the other BBQ Holdings'
brands, also reduced the food costs as a percent of revenue in the later part of
fiscal year 2021.

Labor and Benefits Costs

Our labor and benefits costs consisted of the following for the fiscal years ended January 2, 2022 and January 3, 2021:



                                                    Year Ended

(dollars in thousands) January 2, 2022 January 3, 2021 $ Change


    % Change
Labor and benefits costs  $          59,297  $          37,228     $  22,069         59.3 %


Labor and benefits costs for the fiscal years ended January 2, 2022 and January
3, 2021 were approximately 31.6% and 34.0% of net restaurant sales,
respectively. The year-over-year decrease during the year ended January 2, 2022,
as a percentage of net restaurant sales, was driven in part by a concerted
effort by management to increase efficiency at the restaurants and in part by
leveraging the increase in same store sales.

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Operating Expenses

Our operating expenses consisted of the following for the fiscal years ended January 2, 2022 and January 3, 2021:



                                                  Year Ended
(dollars in thousands)   January 2, 2022    January 3, 2021      $ Change  

  % Change
Operating expenses      $          55,223  $          36,984     $  18,239         49.3 %


Operating expenses for the fiscal years ended January 2, 2022 and January 3,
2021 were approximately 29.4% and 33.8% of net restaurant sales, respectively.
This year over year decrease in expense as a percentage of net restaurant sales
was due primarily to leverage on our fixed operating costs from the increased
revenue resulting from the reduction of dine-in restrictions and restrictions on
large gatherings which were put in place in 2020 due to COVID-19 concerns.

Depreciation and Amortization


Depreciation and amortization expense for the fiscal years ended January 2, 2022
and January 3, 2021 was approximately $7.4 million and $5.1 million,
respectively, representing approximately 3.6% and 4.2% of total revenues,
respectively. Depreciation and amortization expense increased during the year
ended January 2, 2022 primarily as a result of the addition of Company-owned
restaurants.

General and Administrative Expenses



Our general and administrative expenses consisted of the following for the
fiscal years presented:

                                                                Year Ended
(dollars in thousands)                January 2, 2022    January 3, 2021       $ Change     % Change

General and administrative expenses  $          19,176  $          14,195  

$ 4,981 35.1 %


General and administrative expenses for the years ended January 2, 2022 and
January 3, 2021, represented approximately 9.3% and 11.7% of total revenues,
respectively. While we incurred additional expenditure for acquisition costs and
ongoing oversite of our new restaurants, general and administrative expenses
decreased as a percentage of revenue in fiscal year 2021 due primarily to the
increase in total revenue.

Asset Impairment, Estimated Lease Termination and Other Closing Costs

The following is a summary of the asset impairment, estimated lease termination and other closing costs we incurred for the periods presented:



                                                                    Year Ended
(dollars in thousands)                                 January 2, 2022      January 3, 2021
Asset impairments, net                                $               -    $           5,532

Lease termination and restaurant closure expenses                   116                  151
Asset impairment, estimated lease termination         $             116    $           5,683

charges and other closing costs




In fiscal year 2020, we closed five Company-owned stores and impaired the assets
of four under-performing locations. These charges represented the write-offs of
the impaired assets and assets of the closed restaurants, related lease
termination, and costs incurred in facilitating the closure of such restaurants.

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Total Other Income

Total other income was $16.7 million and $12.6 million for the fiscal years
ended January 2, 2022 and January 3, 2021, respectively. Other income for the
fiscal year ended January 2, 2022, included a $14.1 million gain related to the
forgiveness of debt and interest of the PPP Loans we obtained as a result of the
effects of COVID-19 on our business (Note 8 Long-term Debt) and a gain on
bargain purchase in conjunction with the acquisition of the Village Inn and
Bakers Square restaurants in the amount of $3.0 million. Other income for the
fiscal year ended January 3, 2021, included a gain on bargain purchase of $13.2
million in conjunction with the acquisition of the Granite City restaurants
(Note 2 Restaurant Acquisitions).

Income Tax (Expense) Benefit



We had income tax expense of $661,000 for the year ended January 2, 2022, and
income tax benefit of $2.8 million for the year ended January 3, 2021. This
represents an effective tax rate of 2.60% and (132.7)%, respectively. The
decrease in our effective tax rate from the federal and state statutory rates
primarily relates to the bargain purchase gains recognized on the Village Inn
and Bakers Square acquisition in fiscal 2021 and the Granite City acquisition in
fiscal 2020. In addition, our effective tax rate was further decreased in fiscal
2021 due to the gain on the forgiveness of our PPP loans.

Financial Condition, Liquidity and Capital Resources



Our balance of cash and cash equivalents was approximately $41.5 million and
$19.6 million at January 2, 2022 and January 3, 2021, respectively. We generated
approximately $24.9 million in cash flows from operating activities. We received
approximately $12.4 million in net proceeds from the sale of 1,000,000 shares of
our common stock to accredited investors (Note 11 Shareholders' Equity) and $6.4
million in proceeds from our debt agreement with JPMorgan Chase, net of
repayment of our debt with Choice Financial Group (Note 8 Long-Term Debt). We
used approximately $18.8 million in cash for the acquisition of the Village Inn
and Bakers Square brands, four Famous Dave's restaurants, and the Tahoe Joe's
Steakhouse brand (Note 2 Restaurant Acquisitions). We expect to utilize cash on
hand to reinvest in our brands and the evolution of our company.

Our current ratio, which measures our immediate short-term liquidity, was 1.1 at
January 2, 2022 and January 3, 2021. The current ratio is computed by dividing
total current assets by total current liabilities.

Net cash provided by operating activities increased to approximately $24.9 million in the fiscal year ended January 2, 2022 compared to $2.1 million in the fiscal year ended January 3, 2021. The increase was driven primarily by the increase in same store sales and revenue generated from the acquisition of restaurants, as well as improved restaurant-level margins and efficiency in general and administrative expenses.



The approximately $24.9 million in net cash provided by operating activities in
fiscal year 2021, reflects net income of approximately $24.4 million decreased
primarily by $14.1 million related to the forgiveness of our PPP loans and the
related accrued interest, $3.0 million related to the bargain purchase gain
resulting from the acquisition of the Village Inn and Bakers Square restaurants,
and an increase in prepaid expenses and receivables of $4.6 million. Such amount
was increased in part by $7.4 million of depreciation and amortization, $7.0
million in gift card and other liabilities and $4.7 million of accrued
compensation.

Net cash provided by operating activities for the year ended January 3, 2021,
was approximately $2.1 million, which reflects net income of approximately $4.3
million reduced primarily by the $13.2 million non-cash bargain purchase gain on
the acquisition of the Granite City restaurants, $2.8 million of deferred taxes,
and $2.1 million in gift card liability. Such amount was increased in part by
$10.6 million of non-cash impairment/lease termination charges and depreciation
expense.

Net cash used for investing activities for the years ended January 2, 2022 and January 3, 2021 was $19.3 million and $6.0 million, respectively, related primarily to payments for acquired restaurants and purchases of property, equipment and leasehold improvements, net of proceeds from sale of assets.



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Net cash provided by financing activities in fiscal year 2021 was $16.3 million
which was related to the proceeds from our loan with JPMorgan Chase and the
proceeds from the sale of 1,000,000 shares of our common stock to accredited
investors, offset in part by the payoff of our loan with Choice Bank.

Net cash provided by financing activities in fiscal year 2020 was $17.4 million
which was related primarily to the proceeds from our loan with Choice Bank and
the proceeds from our PPP Loans.

We are subject to various financial and non-financial covenants on our long-term debt, including a fixed charge coverage ratio and a rent adjusted leverage ratio. As of January 2, 2022, we were in compliance with all of our covenants.

Contractual Obligations



The following is a summary of our contractual obligations as of January 2, 2022:

(in thousands)                   Total        2022        2023        2024        2025        2026       Thereafter
Term Loan                      $  15,000    $  1,594    $  1,500    $  1,125    $  1,594    $  9,187    $          -
Finance Lease Obligations            106          27          28          27          14          10               -
Operating Lease Obligations      109,302      15,857      15,274      14,142      13,202      11,601          39,226
Total                          $ 124,408    $ 17,478    $ 16,802    $ 15,294    $ 14,810    $ 20,798    $     39,226

Off-Balance Sheet Arrangements

Our company does not have any off-balance sheet arrangements (as such term is defined in Item 303 of regulation S-K) that are reasonably likely to have a current or future effect on our financial condition or changes in financial condition, operating results, or liquidity.

Income Taxes



As of January 2, 2022, we had cumulative state net operating loss carry-forwards
for tax reporting purposes of approximately $22.6 million and federal net
operating loss carry-forwards for tax reporting purposes of $3.7 million which,
if not used, have begun or will begin to expire in fiscal 2021 and 2038,
respectively.

Due tax law changes in December 2017, net interest expense deductions are
limited to 30% of adjusted taxable income and the net operating loss deduction
is limited to 80% of taxable income. With the enactment of the Coronavirus Aid,
Relief, and Economic Security ("CARES") legislation, the net interest expense
limitation increased from 30% to 50% for 2019 and 2020. If we fail to generate
significant taxable income, we may not be able to fully deduct the interest
expense on our debt, which could result in us having to pay increased federal
income taxes. We have also generated substantial taxable losses in the past and
may continue to do so in the future. Although the treatment of tax losses
generated before December 31, 2017 has not changed, subsequent tax losses
generated will only be able to offset 80% of taxable income, although the losses
may be carried forward indefinitely. Furthermore, although we have significant
general business credit carryforwards, these carryforwards can only offset
$25,000 of federal income tax plus 75% of the federal income tax liability over
$25,000. As such, we may have to pay federal income taxes in the future despite
having significant net operating loss and general business credit carryforwards
for federal income tax purposes.

Recent Accounting Guidance Not Yet Adopted



We reviewed all recently issued accounting pronouncements and concluded they
were either not applicable or not expected to have a significant impact on our
consolidated financial statements.

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Inflation

The primary inflationary factors affecting our operations include food, beverage
and labor costs. In addition, our leases require us to pay taxes, maintenance,
repairs and utilities and these costs are subject to inflationary increases. In
some cases, some of our lease commitments are tied to consumer price index
("CPI") increases. We are also subject to interest rate changes based on market
conditions.

Currently, we are operating in a period of increased inflation, led by commodity
cost inflation which primarily relates to proteins. This is due in part to
increased costs incurred by our suppliers related to higher labor,
transportation, packaging, and raw materials costs. While we have taken steps to
enter into agreements for some of the commodities used in our restaurant
operations, there can be no assurance that future supplies and costs for such
commodities will not fluctuate due to weather or other market conditions outside
of our control. Many of our restaurant employees are paid hourly rates subject
to the federal, state or local minimum wage requirements. Numerous state and
local governments have their own minimum wage and other regulatory requirements
for employees that are generally greater than the federal minimum wage and are
subject to annual increases based on changes in their local consumer price
indices. Additionally, certain operating and other costs, including health
benefits in compliance with the Patient Protection and Affordable Care Act,
taxes, insurance, COVID-19 pandemic related benefits, and other outside services
continue to increase with the general level of inflation and may also be subject
to other cost and supply fluctuations outside of our control. While we have been
able to partially offset inflation and other changes in the costs of key
operating resources by adjusting menu prices, coupled with more efficient
purchasing practices, productivity improvements and greater economies of scale,
there can be no assurance that we will be able to continue to do so in the
future. At times, competitive conditions and macroeconomic conditions that
impact consumer discretionary spending may limit our menu pricing flexibility.
There can be no assurance that we will continue to generate increases in
comparable restaurant sales in amounts sufficient to offset inflationary or
other cost pressures. Whether we are able and/or choose to continue to offset
the effects of inflation will determine to what extent, if any, inflation
affects our restaurant profitability in future periods.

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