RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTS

6 Months Ended

Apr. 03, 2021

RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTS

RECENT RESTAURANT EXPANSION AND OTHER DEVELOPMENTSOn December 1, 2020, the Company, through a newly formed, wholly-owned subsidiary, acquired the assets of Bear Ice, Inc. and File Gumbo Inc., which collectively operated a restaurant and bar named Blue Moon Fish Company located in Lauderdale-by-the- Sea, FL. The total purchase price of $2,820,000, as set out below, was paid with cash in the amount of $1,820,000 and a four-year note held by the sellers in the amount of $1,000,000 payable monthly with 5% interest. The acquisition was accounted for as a business combination. Concurrent with the acquisition, the Company assumed the related lease which expires in 2026 and has four five-year extension options. Rent payments under the lease are approximately $360,000 per year and increase by 15% as each option is exercised.

The fair values of the assets acquired were allocated as follows (amounts in thousands):


Cash	$	3
Inventory	39
Security deposit	30
Trademarks	500
Non-compete agreement	380
Goodwill	1,870
Liabilities assumed	(2)
	$	2,820

Goodwill recognized in connection with this transaction represents the residual amount of the purchase price over separately identifiable intangible assets and is expected to be deductible for tax purposes.

The consolidated condensed statements of operations for the 13 and 26 weeks ended April 3, 2021 include revenues and net income of approximately $1,962,000 and $2,441,000 and $448,000 and $455,000, respectively, related to Blue Moon Fish Company. The unaudited pro forma financial information set forth below is based upon the Company’s historical consolidated condensed statements of operations for the 13 and 26 weeks ended March 28, 2020 and the 26 weeks ended April 3, 2021 and includes the results of operations for Blue Moon Fish Company for the period prior to acquisition. The unaudited pro forma financial information (which is presented in thousands except per share and share data), which has been adjusted for interest expense on the note, is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the acquisition of Blue Moon Fish Company occurred on the dates indicated, nor does it purport to represent the results of operations for future periods.


	13 Weeks Ended		26 Weeks Ended
	March 28, 2020		April 3, 2021		March 28, 2020
	(unaudited)		(unaudited)

Total revenues	$	35,368	$	46,743	$	80,688
Net income	$	(1,542)	$	3,433	$	315
Net income per share - basic	$	(0.44)	$	0.98	$	0.09
Net income per share - diluted	$	(0.44)	$	0.96	$	0.09

Basic	3,500		3,507		3,499
Diluted	3,500		3,579		3,538

On January 26, 2021, the Company exercised its right-of-first-refusal to acquire the land, building and parking lot associated with JB’s on the Beach and immediately contributed such rights and interest to an unrelated entity ("Newco") that purchased the properties on March 22, 2021. In exchange, the Company expects to receive an interest in Newco, which plans future development of the sites. In addition, all rights and privileges under the current lease were assigned to Newco, as landlord and the lease terms will remain unchanged. The Company is still in the process of negotiating the final details of the above with the managing member of Newco.