|
|
|
|
|
|
|
|
|
|
|
June
24
2012
|
December
25
2011
|
|||||||
Land
|
$
|
469,680
|
$
|
469,680
|
||||
Land
(restricted assets of VIE)
|
520,000
|
520,000
|
||||||
Building
|
2,745,296
|
2,745,296
|
||||||
Building
(restricted assets of VIE)
|
1,570,967
|
1,570,967
|
||||||
Equipment
|
11,134,942
|
10,596,964
|
||||||
Furniture
and fixtures
|
3,149,555
|
3,060,014
|
||||||
Leasehold
improvements
|
19,797,455
|
19,148,471
|
||||||
Restaurant
construction in progress
|
1,403,110
|
-
|
||||||
Total
|
40,791,005
|
38,111,392
|
||||||
Less
accumulated depreciation
|
(15,798,239)
|
(13,955,881
|
)
|
|||||
Less
accumulated depreciation (restricted assets of
VIE)
|
(648,459)
|
(633,197
|
)
|
|||||
Property
and equipment, net
|
$
|
24,344,307
|
$
|
23,522,314
|
|
June
24
2012
|
December
25
2011
|
|||||||
Amortized
intangibles:
|
||||||||
Franchise
fees
|
$
|
308,750
|
$
|
303,750
|
||||
Trademark
|
34,388
|
30,852
|
||||||
Loan
fees
|
23,100
|
164,429
|
||||||
Total
|
366,238
|
499,031
|
||||||
Less
accumulated amortization
|
(88,745
|
)
|
(112,271
|
)
|
||||
Amortized
intangibles, net
|
277,493
|
386,760
|
||||||
Unamortized
intangibles:
|
||||||||
Liquor
licenses
|
821,159
|
727,237
|
||||||
Total
intangibles, net
|
$
|
1,098,652
|
$
|
1,113,997
|
|
|
June
24
2012
|
December
25
2011
|
|||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal
payments are approximately $191,000 plus interest
through maturity in April 2019. Interest is
charged based on a variable rate of one-month
LIBOR plus LIBOR margin (which ranges between
2.50% and 3.40%) and a 1.41% fixed-rate swap
arrangement. The rate at June 24, 2012
was approximately 4.40%.
|
$
|
15,619,048
|
$
|
-
|
||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $113,000
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 7.10%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
|
7,326,128
|
|||||
Note
payable to a bank secured by a senior mortgage on
the Brandon Property and a personal guaranty.
Scheduled monthly principal and interest payments
are approximately $8,000 through maturity in June
2030, at which point a balloon payment of $413,550
is due. Interest is charged based on a fixed rate
of 6.72%, per annum, through June 2017, at which
point the rate will adjust to the U.S. Treasury
Securities Rate plus 4% (and will adjust every
seven years thereafter).
|
1,112,645
|
1,122,413
|
||||||
Note
payable to a bank secured by a junior mortgage on
the Brandon Property. Matures in 2030 and requires
monthly principal and interest installments of
approximately $6,300 until maturity. Interest is
charged at a rate of 3.58% per annum.
|
865,987
|
882,769
|
||||||
Note
payable to a bank, secured by a senior lien on all
company assets. Scheduled interest payments are
charged at a rate of 3% over the 30-day LIBOR (the
rate at June 24, 2012 was approximately 3.25%). In
November 2011, a DLOC converted this into a term
loan. The monthly interest payment approximates
$6,500. The note will mature in May 2017. The DLOC
includes a carrying cost of .25% per year of any
available but undrawn amounts.
|
2,729,456
|
1,030,052
|
||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $19,500
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 5.91%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
1,195,853
|
||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $40,000
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 6.35%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
2,602,375
|
||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $24,500
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 6.35%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
1,676,000
|
||||||
Unsecured
note payable that originally matured in August 2013
and required monthly principal and interest
installments of approximately $2,200, with the
balance due at maturity. Interest was 7% per annum.
This note was repaid in full in conjunction with
the 2012 Term Loan; refer below for further
details.
|
-
|
231,940
|
||||||
Note
payable to Ford Credit secured by a vehicle
purchased by Flyer Enterprises, Inc. to be used in
the operation of the business. This is an
interest-free loan under a promotional 0% rate.
Scheduled monthly principal payments are
approximately $430. The note matures in April
2013.
|
4,291
|
6,864
|
||||||
Notes
payable – variable interest entity. Note
payable to a bank secured by a senior mortgage on
the property located at 15745 Fifteen Mile Road,
Clinton Township, Michigan 48035, a DRH corporate
guaranty, and a personal guaranty. Scheduled
monthly principal and interest payments are
approximately $12,000 through maturity in 2025.
Interest is charged at a rate of 4% over the 30-day
LIBOR (the rate at June 24, 2012 was approximately
4.25%).
|
1,184,730
|
1,229,439
|
||||||
Notes
payable – related parties. These notes were
repaid in full in conjunction with the 2012 Term
Loan; refer below for further details.
|
-
|
2,504,657
|
||||||
Total
long-term debt
|
21,516,157
|
19,808,490
|
||||||
Less
current portion (includes VIE debt of
$89,414)
|
(2,434,668
|
)
|
(2,967,135
|
)
|
||||
Long-term
debt, net of current portion
|
$
|
19,081,489
|
$
|
16,841,355
|
Year
|
Amount
|
|||
2013
|
$
|
2,434,668
|
||
2014
|
2,823,012
|
|||
2015
|
2,825,874
|
|||
2016
|
2,828,698
|
|||
2017
|
2,832,066
|
|||
Thereafter
|
7,771,839
|
|||
Total
|
$
|
21,516,157
|
|
Number
of Restricted
Stock
Shares
|
||||
Unvested,
December 25, 2011
|
60,800
|
|||
Granted
|
20,000
|
|||
Vested
|
-
|
|||
Expired/Forfeited
|
(11,000
|
)
|
||
Unvested,
June 24, 2012
|
69,800
|
Number
of Restricted
Stock
Shares
|
||||
Unvested,
December 26, 2010
|
-
|
|||
Granted
|
-
|
|||
Vested
|
-
|
|||
Expired/Forfeited
|
-
|
|
||
Unvested,
June 26, 2011
|
-
|
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
24
2012
|
June
26
2011
|
June
24
2012
|
June
26
2011
|
|||||||||||||
Federal:
|
||||||||||||||||
Current
|
||||||||||||||||
Deferred
|
$ | 29,088 | $ | 203,394 | $ | 246,794 | $ | 427,382 | ||||||||
State:
|
||||||||||||||||
Current
|
6,437 | 104,299 | 72,025 | 137,006 | ||||||||||||
Deferred
|
50,630 | 43,804 | 16,726 | 97,097 | ||||||||||||
Income tax
provision
|
$ | 86,155 | $ | 351,497 | $ | 335,545 | $ | 661,485 |
June
24
2012
|
June
26
2011
|
|||||||
Income
tax provision at federal statutory rate
|
$ | 331,904 | $ | 646,371 | ||||
State
income tax provision
|
88,752 | 234,104 | ||||||
Permanent
differences
|
81,092 | 50,559 | ||||||
Tax
credits
|
(283,164 | ) | (211,257 | ) | ||||
Other
|
116,961 | (58,292 | ) | |||||
Income tax
provision
|
$ | 335,545 | $ | 661,485 |
June
24
2012
|
December
25
2011
|
|||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carry forwards
|
$ | 980,694 | $ | 1,861,906 | ||||
Deferred
rent expense
|
17,307 | 50,471 | ||||||
Start-up
costs
|
108,279 | 135,535 | ||||||
Tax
credit carry forwards
|
1,419,109 | 1,089,561 | ||||||
Other
- including state deferred tax assets
|
345,480 | 393,713 | ||||||
Total
deferred tax assets
|
2,870,869 | 3,531,186 | ||||||
Deferred
tax liabilities:
|
||||||||
Other
|
- | - | ||||||
Tax
depreciation in excess of book
|
2,750,887 | 3,258,854 | ||||||
Total
deferred tax liabilities
|
2,750,887 | 3,258,854 | ||||||
Net deferred income
tax asset
|
$ | 119,982 | $ | 272,332 |
|
Year
|
Amount
|
|||
2013
|
$
|
3,115,720
|
||
2014
|
3,179,481
|
|||
2015
|
3,011,402
|
|||
2016
|
2,847,430
|
|||
2017
|
2,466,779
|
|||
Thereafter
|
7,053,552
|
|||
Total
|
$
|
21,674,364
|
|
|
|
●
|
Level
1
|
Quoted
market prices in active markets for identical
assets and liabilities;
|
●
|
Level
2
|
Inputs,
other than level 1 inputs, either directly or
indirectly observable; and
|
●
|
Level
3
|
Unobservable
inputs developed using internal estimates and
assumptions (there is little or no market data)
which reflect those that market participants would
use.
|
FAIR
VALUE MEASUREMENTS
|
||||||||||||||||||||
Description
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Asset/(Liability)
Total
|
|||||||||||||||
Interest
Rate Swaps
|
$
|
—
|
$
|
(326,973
|
)
|
$
|
—
|
$
|
(326,973
|
)
|
$
|
(326,973
|
)
|
FAIR
VALUE MEASUREMENTS
|
||||||||||||||||||||
Description
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Asset/(Liability)
Total
|
|||||||||||||||
Interest
Rate Swaps
|
$
|
—
|
$
|
(613,999
|
)
|
$
|
—
|
$
|
(613,999
|
)
|
$
|
(613,999
|
)
|
|
|
June
24
2012
|
December
25
2011
|
|||||||
Land
|
$
|
469,680
|
$
|
469,680
|
||||
Land
(restricted assets of VIE)
|
520,000
|
520,000
|
||||||
Building
|
2,745,296
|
2,745,296
|
||||||
Building
(restricted assets of VIE)
|
1,570,967
|
1,570,967
|
||||||
Equipment
|
11,134,942
|
10,596,964
|
||||||
Furniture
and fixtures
|
3,149,555
|
3,060,014
|
||||||
Leasehold
improvements
|
19,797,455
|
19,148,471
|
||||||
Restaurant
construction in progress
|
1,403,110
|
-
|
||||||
Total
|
40,791,005
|
38,111,392
|
||||||
Less
accumulated depreciation
|
(15,798,239)
|
(13,955,881
|
)
|
|||||
Less
accumulated depreciation (restricted assets of
VIE)
|
(648,459)
|
(633,197
|
)
|
|||||
Property
and equipment, net
|
$
|
24,344,307
|
$
|
23,522,314
|
|
June
24
2012
|
December
25
2011
|
|||||||
Amortized
intangibles:
|
||||||||
Franchise
fees
|
$
|
308,750
|
$
|
303,750
|
||||
Trademark
|
34,388
|
30,852
|
||||||
Loan
fees
|
23,100
|
164,429
|
||||||
Total
|
366,238
|
499,031
|
||||||
Less
accumulated amortization
|
(88,745
|
)
|
(112,271
|
)
|
||||
Amortized
intangibles, net
|
277,493
|
386,760
|
||||||
Unamortized
intangibles:
|
||||||||
Liquor
licenses
|
821,159
|
727,237
|
||||||
Total
intangibles, net
|
$
|
1,098,652
|
$
|
1,113,997
|
|
June
24
2012
|
December
25
2011
|
|||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal
payments are approximately $191,000 plus interest
through maturity in April 2019. Interest is
charged based on a variable rate of one-month
LIBOR plus LIBOR margin (which ranges between
2.50% and 3.40%) and a 1.41% fixed-rate swap
arrangement. The rate at June 24, 2012
was approximately 4.40%.
|
$
|
15,619,048
|
$
|
-
|
||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $113,000
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 7.10%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
|
7,326,128
|
|||||
Note
payable to a bank secured by a senior mortgage on
the Brandon Property and a personal guaranty.
Scheduled monthly principal and interest payments
are approximately $8,000 through maturity in June
2030, at which point a balloon payment of $413,550
is due. Interest is charged based on a fixed rate
of 6.72%, per annum, through June 2017, at which
point the rate will adjust to the U.S. Treasury
Securities Rate plus 4% (and will adjust every
seven years thereafter).
|
1,112,645
|
1,122,413
|
||||||
Note
payable to a bank secured by a junior mortgage on
the Brandon Property. Matures in 2030 and requires
monthly principal and interest installments of
approximately $6,300 until maturity. Interest is
charged at a rate of 3.58% per annum.
|
865,987
|
882,769
|
||||||
Note
payable to a bank, secured by a senior lien on all
company assets. Scheduled interest payments are
charged at a rate of 3% over the 30-day LIBOR (the
rate at June 24, 2012 was approximately 3.25%). In
November 2011, a DLOC converted this into a term
loan. The monthly interest payment approximates
$6,500. The note will mature in May 2017. The DLOC
includes a carrying cost of .25% per year of any
available but undrawn amounts.
|
2,729,456
|
1,030,052
|
||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $19,500
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 5.91%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
1,195,853
|
||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $40,000
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 6.35%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
2,602,375
|
||||||
Note
payable to a bank secured by a senior lien on all
company assets. Scheduled monthly principal and
interest payments were approximately $24,500
through maturity in May 2017. Interest was charged
based on a swap arrangement designed to yield a
fixed annual rate of 6.35%. This note was repaid in
full in conjunction with the 2012 Term Loan; refer
below for further details.
|
-
|
1,676,000
|
||||||
Unsecured
note payable that originally matured in August 2013
and required monthly principal and interest
installments of approximately $2,200, with the
balance due at maturity. Interest was 7% per annum.
This note was repaid in full in conjunction with
the 2012 Term Loan; refer below for further
details.
|
-
|
231,940
|
||||||
Note
payable to Ford Credit secured by a vehicle
purchased by Flyer Enterprises, Inc. to be used in
the operation of the business. This is an
interest-free loan under a promotional 0% rate.
Scheduled monthly principal payments are
approximately $430. The note matures in April
2013.
|
4,291
|
6,864
|
||||||
Notes
payable – variable interest entity. Note
payable to a bank secured by a senior mortgage on
the property located at 15745 Fifteen Mile Road,
Clinton Township, Michigan 48035, a DRH corporate
guaranty, and a personal guaranty. Scheduled
monthly principal and interest payments are
approximately $12,000 through maturity in 2025.
Interest is charged at a rate of 4% over the 30-day
LIBOR (the rate at June 24, 2012 was approximately
4.25%).
|
1,184,730
|
1,229,439
|
||||||
Notes
payable – related parties. These notes were
repaid in full in conjunction with the 2012 Term
Loan; refer below for further details.
|
-
|
2,504,657
|
||||||
Total
long-term debt
|
21,516,157
|
19,808,490
|
||||||
Less
current portion (includes VIE debt of
$89,414)
|
(2,434,668
|
)
|
(2,967,135
|
)
|
||||
Long-term
debt, net of current portion
|
$
|
19,081,489
|
$
|
16,841,355
|
Year
|
Amount
|
|||
2013
|
$
|
2,434,668
|
||
2014
|
2,823,012
|
|||
2015
|
2,825,874
|
|||
2016
|
2,828,698
|
|||
2017
|
2,832,066
|
|||
Thereafter
|
7,771,839
|
|||
Total
|
$
|
21,516,157
|
|
Number
of Restricted
Stock
Shares
|
||||
Unvested,
December 25, 2011
|
60,800
|
|||
Granted
|
20,000
|
|||
Vested
|
-
|
|||
Expired/Forfeited
|
(11,000
|
)
|
||
Unvested,
June 24, 2012
|
69,800
|
Number
of Restricted
Stock
Shares
|
||||
Unvested,
December 26, 2010
|
-
|
|||
Granted
|
-
|
|||
Vested
|
-
|
|||
Expired/Forfeited
|
-
|
|
||
Unvested,
June 26, 2011
|
-
|
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
24
2012
|
June
26
2011
|
June
24
2012
|
June
26
2011
|
|||||||||||||
Federal:
|
||||||||||||||||
Current
|
||||||||||||||||
Deferred
|
$ | 29,088 | $ | 203,394 | $ | 246,794 | $ | 427,382 | ||||||||
State:
|
||||||||||||||||
Current
|
6,437 | 104,299 | 72,025 | 137,006 | ||||||||||||
Deferred
|
50,630 | 43,804 | 16,726 | 97,097 | ||||||||||||
Income tax
provision
|
$ | 86,155 | $ | 351,497 | $ | 335,545 | $ | 661,485 |
June
24
2012
|
June
26
2011
|
|||||||
Income
tax provision at federal statutory rate
|
$ | 331,904 | $ | 646,371 | ||||
State
income tax provision
|
88,752 | 234,104 | ||||||
Permanent
differences
|
81,092 | 50,559 | ||||||
Tax
credits
|
(283,164 | ) | (211,257 | ) | ||||
Other
|
116,961 | (58,292 | ) | |||||
Income tax
provision
|
$ | 335,545 | $ | 661,485 |
June
24
2012
|
December
25
2011
|
|||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carry forwards
|
$ | 980,694 | $ | 1,861,906 | ||||
Deferred
rent expense
|
17,307 | 50,471 | ||||||
Start-up
costs
|
108,279 | 135,535 | ||||||
Tax
credit carry forwards
|
1,419,109 | 1,089,561 | ||||||
Other
- including state deferred tax assets
|
345,480 | 393,713 | ||||||
Total
deferred tax assets
|
2,870,869 | 3,531,186 | ||||||
Deferred
tax liabilities:
|
||||||||
Other
|
- | - | ||||||
Tax
depreciation in excess of book
|
2,750,887 | 3,258,854 | ||||||
Total
deferred tax liabilities
|
2,750,887 | 3,258,854 | ||||||
Net deferred income
tax asset
|
$ | 119,982 | $ | 272,332 |
|
Year
|
Amount
|
|||
2013
|
$
|
3,115,720
|
||
2014
|
3,179,481
|
|||
2015
|
3,011,402
|
|||
2016
|
2,847,430
|
|||
2017
|
2,466,779
|
|||
Thereafter
|
7,053,552
|
|||
Total
|
$
|
21,674,364
|
|
FAIR
VALUE MEASUREMENTS
|
||||||||||||||||||||
Description
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Asset/(Liability)
Total
|
|||||||||||||||
Interest
Rate Swaps
|
$
|
—
|
$
|
(326,973
|
)
|
$
|
—
|
$
|
(326,973
|
)
|
$
|
(326,973
|
)
|
FAIR
VALUE MEASUREMENTS
|
||||||||||||||||||||
Description
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Asset/(Liability)
Total
|
|||||||||||||||
Interest
Rate Swaps
|
$
|
—
|
$
|
(613,999
|
)
|
$
|
—
|
$
|
(613,999
|
)
|
$
|
(613,999
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|