8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2021

BBQ HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	001-39053	83-4222776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Address of principal executive offices) (Zip Code)

12701 Whitewater Drive, Suite 100, Minnetonka, MN 55343

(952) 294-1300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

DAVE
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BBQ	The Nasdaq Global Market

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On November 10, 2021, the Company issued a press release, which is attached hereto as Exhibit 99.1, announcing the financial results for the Company’s third quarter and fiscal year-to-date 2021.

The information set forth in Item 2.02 of this Current Report on Form 8-K is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general incorporation language in such filing.

Item 7.01. Regulation FD Disclosure.

BBQ Holdings, Inc. (the “Company”) has prepared an updated investor presentation containing certain information and financial highlights. Representatives of the Company intend to present some of or all of this presentation to current and prospective investors at various conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by referenced.

Item 9.01.Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release Dated November 10, 2021
99.2		Investor Presentation
Exhibit 104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BBQ HOLDINGS, INC.
Date: November 10, 2021	By:	/s/ Jason Schanno
		Name: Jason Schanno
		Title: Chief Financial Officer and Secretary

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EX-99.1

BBQ Holdings, Inc. Reports Results for Third Quarter 2021

Company Reaffirms Revenue and Increases Earnings Guidance for Fiscal Year 2021

MINNEAPOLIS, November 10, 2021 – BBQ Holdings, Inc. (NASDAQ: BBQ) (the “Company”), an innovating global franchisor, owner and operator of restaurants, today reported financial results for the third fiscal quarter ended October 3, 2021.

Third Quarter 2021 Highlights:

Financial:

● Total revenue of $55.4 million vs. $35.5 million in the third quarter of 2020.

● Net income of $4.8 million vs. $0.3 million in the third quarter of 2020.

● Adjusted EBITDA, a non-GAAP measure, was $4.4 million vs. $2.0 million in the third quarter of 2020.

● Combined brands restaurant-level margins of 8.6% vs 3.4% last year.

● Prime costs were 62.6% of sales vs. 67.8% third quarter 2019.

	Third Quarter Same Store Sales
	2021 vs. 2020		2021 vs. 2019
Famous Dave's Company-owned	19.3	%	12.4	%
Famous Dave's Franchise-operated*	18.0	%	6.9	%
Granite City	31.4	%	(0.5)	%
Village Inn Company-owned**	37.0	%	(8.1)	%
Village Inn Franchise-operated*	48.2	%	NA	%
Bakers Square**	32.4	%	(20.2)	%
* as reported by franchisees
** includes sales under prior ownership

Executive Comments

Jeff Crivello, CEO, commented, “This was a quarter of strong execution for BBQ Holdings, as our growth strategies continue to deliver positive top and bottom-line results, including a steady improvement in same store sales and solid free cash flow. Management is focused on executing against our three core growth initiatives, including accretive M&A, opening new units, and filling the latent capacity of our current restaurants. During the third quarter, we completed the highly accretive acquisition of Village Inn and Bakers Square. Subsequent to the end of the quarter, we also acquired Tahoe Joe’s. Our goal now is to reinvigorate these brands and drive consistent unit-level improvements as we have at Famous Dave’s and other brands. In addition, the month of October also brought the opening of the first Famous Dave’s Quick Que in Minnesota. We are excited to continue to rollout this quick service format, providing a new, efficient way for our guests to experience Famous Dave’s. Finally, we launched a virtual burger concept during the quarter, $5 Burgers, providing incremental revenue in the Famous Dave’s system.”

Growth:

● Purchased Village Inn, 109 franchise and 21 corporate restaurants, and 11 Bakers Square corporate restaurants in July 2021.

● Purchased five Tahoe Joe’s Steakhouses in October 2021.

● Purchased four Famous Dave’s franchise restaurants in Tennessee and Kentucky in July 2021.

● Famous Dave’s franchisees opened line-serve restaurants in Las Vegas, NV in August 2021 and Coon Rapids, MN in October 2021.

● Opened a Real Urban Barbeque restaurant in Chicago, IL in October 2021.

● Famous Dave’s Drive thru in Salt Lake City, UT expected to open in December 2021.

● Dual concept Granite City/Village Inn expected to open in January 2022.

● New Village Inn prototype expected to open in Omaha, NE early Q1 2022.

Updated 2021 Guidance:

Based on the results to date through the third quarter 2021, and including the uncertainty related to COVID-19, the Company has updated its 2021 guidance as follows:

● Net Revenue remains at $183 -$188mm

● Increased Net Income range from $20.6 - $21.0mm to $22.5 - $23.0mm

● Increased Cash EBITDA range from $14.5 - $15.0mm to $16.5 - $17.0mm

Key Operating Metrics

	Three Months Ended							Nine Months Ended
	October 3, 2021			September 27, 2020				October 3, 2021			September 27, 2020
Restaurant count:
Franchise-operated		213			98			213			98
Company-owned		83			49			83			49
Total		296			147			296			147
Same store net restaurant sales %:
Franchise-operated		18.0	%		(10.0)	%		25.6	%		(18.3)	%
Company-owned		24.0	%		(4.6)	%		36.3	%		(9.9)	%
Total		20.4	%		(8.7)	%		29.3	%		(16.7)	%
(in thousands, expect per share data)
System-wide restaurant sales(1)	$	141,125		$	84,434		$	335,421		$	222,374
Net income attributable to shareholders	$	4,834		$	328		$	21,419		$	7,783
Net income attributable to shareholders, per diluted share	$	0.46		$	0.04		$	2.20		$	0.85
Adjusted EBITDA(2)	$	4,425		$	1,995		$	12,649		$	2,915

(1) System-wide restaurant sales include sales for all Company-owned and franchise-operated restaurants, as reported by franchisees. Restaurant sales for franchise-operated restaurants are not revenues of the Company and are not included in the Company’s consolidated financial statements.

(2) Adjusted EBITDA is a non-GAAP measure. A reconciliation of all non-GAAP measures to the most directly comparable GAAP measure is included in the accompanying financial tables.  See “Non-GAAP Reconciliation.”

Third Quarter 2021 Review

Total revenue for the third quarter of 2021 was $55.4 million, up 56.0% from the third quarter of 2020. The increase in year-over-year restaurant net sales for the quarter ended October 3, 2021 was driven primarily by the easing of dining restrictions in the third quarter of 2021 and the acquisition of the Village Inn and Bakers Square brands.

Net income attributable to shareholders was approximately $4.8 million, or $0.46 per diluted share, in the third quarter of fiscal 2021 compared to $328,000, or $0.04 per diluted share, in the third quarter of fiscal 2020. Adjusted EBITDA, a non-GAAP measure, was approximately $4.4 million, compared to adjusted EBITDA of approximately $2.0 million in the third quarter of fiscal 2020. A reconciliation between adjusted EBITDA and its most directly comparable GAAP measure is included in the accompanying financial tables.

Restaurant-level operating margin as a percentage of restaurant net sales, a non-GAAP measure, was 8.6% for Company-owned restaurants in the third quarter of fiscal 2021 compared to 3.4% in the third quarter of fiscal 2020. This increase in restaurant-level operating margin as a percentage of net restaurant sales was due primarily to leverage on our fixed operating costs from the increased revenue resulting from the easing of dine-in restrictions and restrictions on large gatherings which were put in place in 2020 due to COVID-19 concerns. A reconciliation of restaurant sales to restaurant-level margin is included in the accompanying financial tables. General and administrative expenses for the quarter ended October 3, 2021 and September 27, 2020 represented approximately 9.2% and 8.8% of total revenues, respectively. The increase in general and administrative expenses as a percentage of revenue in the third

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quarter of 2021 was due primarily to acquisition-related expenses incurred as we incorporated the Village Inn and Bakers Square brands into our portfolio.

About BBQ Holdings

BBQ Holdings, Inc. (NASDAQ: BBQ) is a national restaurant company engaged in franchising, ownership and operation of casual and fast dining restaurants. As of November 10, 2021, BBQ Holdings had seven brands with 303 locations in three countries including 89 Company owned locations and 214 franchised locations. In addition to these locations, the Company opened eight Company-owned Famous Dave’s ghost kitchens operating within its Granite City locations, and 20 Famous Dave’s franchisee ghost kitchens operating out of the kitchen of another restaurant location or a shared kitchen space. While BBQ Holdings continues to diversify its ownership in the restaurant community, it was founded with the principle of combining the “art and science” of barbecue to serve up the very best of the best to barbecue lovers everywhere. Along with a wide variety of BBQ favorites served at their BBQ restaurants, BBQ Holdings also operates Granite City Food and Brewery restaurants which offer award winning craft beer and a made-from-scratch, chef driven menu featuring contemporary American cuisine. Village Inn and Bakers Square add a legendary Family Dining element to BBQ Holdings, with these concepts specializing in breakfast and pies. Tahoe Joe’s, the Company’s newest addition, is known for their pellet-broiler cooked and smoked infused steak.

Non-GAAP Financial Measures

To supplement its condensed 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 EBITDA is net income plus asset impairment, estimated lease termination charges and other closing costs, settlement agreements, interest expense, net, depreciation and amortization, net (gain) loss on disposal of equipment, stock-based compensation, acquisition costs, pre-opening costs, severance, gain on debt forgiveness, gain on bargain purchase, COVID-19-related expense and provision (benefit) for income taxes.

Restaurant-level operating margins are equal to net restaurant sales, less restaurant-level food and beverage cost, labor and benefit costs, and operating expenses.

Forward-Looking Statements

Statements in this press release that are not strictly historical, including but not limited to statements regarding the timing of the Company’s restaurant openings, the timing of refreshes 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 the Company’s expectation include the impact of the COVID-19 virus pandemic, 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.

Contact:Jeff Crivello – Chief Executive Officer
jeff.crivello@bbq-holdings.com

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BBQ HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended				Nine Months Ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020
Revenue:
Restaurant sales, net	$	50,374	$	32,559	$	125,182	$	78,251
Franchise royalty and fee revenue		3,329		2,153		8,649		6,628
Franchisee national advertising fund contributions		461		302		1,210		826
Licensing and other revenue		1,219		497		3,181		1,423
Total revenue		55,383		35,511		138,222		87,128
Costs and expenses:
Food and beverage costs		14,731		9,735		36,720		24,206
Labor and benefits costs		16,805		11,189		39,488		26,976
Operating expenses		14,512		10,521		36,355		26,251
Depreciation and amortization expenses		1,940		1,397		4,925		3,820
General and administrative expenses		5,109		3,138		13,691		9,973
National advertising fund expenses		461		302		1,210		826
Asset impairment, estimated lease termination charges and other closing costs, net		69		(138)		106		4,814
Pre-opening expenses		63		(120)		183		(93)
(Gain) loss on disposal of property, net		(1)		(530)		134		(1,107)
Total costs and expenses		53,689		35,494		132,812		95,666
Income (loss) from operations		1,694		17		5,410		(8,538)
Other income (expense):
Interest expense		(124)		(326)		(439)		(866)
Interest income		49		94		147		380
Gain on forgiveness of debt		—		—		14,109		—
Gain on bargain purchase		3,203		—		3,203		13,675
Total other income (expense)		3,128		(232)		17,020		13,189
Income (loss) before income taxes		4,822		(215)		22,430		4,651
Income tax (expense) benefit		(36)		273		(517)		2,519
Net income		4,786		58		21,913		7,170
Net (income) loss attributable to non-controlling interest		48		270		(494)		613
Net income attributable to shareholders	$	4,834	$	328	$	21,419	$	7,783
Income per common share:
Basic net income per share attributable to shareholders	$	0.47	$	0.04	$	2.23	$	0.85
Diluted net income per share attributable to shareholders	$	0.46	$	0.04	$	2.20	$	0.85
Weighted average shares outstanding - basic		10,345		9,151		9,619		9,138
Weighted average shares outstanding - diluted		10,482		9,158		9,737		9,145

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BBQ HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

ASSETS
Current assets:	October 3, 2021		January 3, 2021
Cash and cash equivalents	$	28,977	$	18,101
Restricted cash		1,146		1,502
Accounts receivable, net of allowance for doubtful accounts of $262,000 and $132,000, respectively		4,900		4,823
Inventories		2,949		2,271
Prepaid expenses and other current assets		2,367		1,252
Assets held for sale		1,024		1,070
Total current assets		41,363		29,019
Property, equipment and leasehold improvements, net		39,174		32,389
Other assets:
Operating lease right-of-use assets		78,581		61,634
Goodwill		1,071		601
Intangible assets, net		23,231		9,967
Deferred tax asset, net		3,382		4,934
Other assets		1,129		1,724
Total assets	$	187,931	$	140,268
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,092	$	6,385
Current portion of lease liabilities		10,624		6,185
Current portion of long-term debt		2,192		2,111
Accrued compensation and benefits		7,929		2,390
Other current liabilities		12,014		9,766
Total current liabilities		39,851		26,837
Long-term liabilities:
Lease liabilities, less current portion		78,470		63,105
Long-term debt, less current portion		6,578		22,169
Other liabilities		1,458		1,224
Total liabilities		126,357		113,335
Shareholders’ equity:
Common stock, $.01 par value, 100,000 shares authorized, 10,495 and 9,307 shares issued and outstanding at October 3, 2021 and January 3, 2021, respectively		105		93
Additional paid-in capital		21,464		8,748
Retained earnings		40,789		19,370
Total shareholders’ equity		62,358		28,211
Non-controlling interest		(784)		(1,278)
Total equity		61,574		26,933
Total liabilities and equity	$	187,931	$	140,268

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BBQ HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	October 3, 2021		September 27, 2020
Cash flows from operating activities:
Net income	$	21,913	$	7,170
Adjustments to reconcile net income to cash flows provided by operations:
Depreciation and amortization		4,925		3,820
Stock-based compensation		932		422
Net loss (gain) on disposal		134		(1,080)
Asset impairment, estimated lease termination charges and other closing costs, net		—		4,788
Gain on forgiveness of debt		(14,109)		—
Gain on bargain purchase		(3,203)		(13,675)
Amortization of operating right-of-use assets		5,194		5,818
Deferred tax asset		441		(2,569)
Other non-cash items		(49)		488
Changes in operating assets and liabilities:
Accounts receivable, net		(126)		494
Prepaid expenses and other assets		(1,368)		102
Accounts payable		707		985
Accrued compensation		4,445		(408)
Lease liabilities		(5,000)		(5,067)
Accrued and other liabilities		505		(641)
Cash flows provided by operating activities		15,341		647
Cash flows from investing activities:
Proceeds from the sale of assets		—		27
Purchases of property, equipment and leasehold improvements		(2,416)		(2,671)
Payments for acquired restaurants		(14,548)		(4,952)
Transfer from HFS		46		—
Payments received on note receivable		779		24
Cash flows used for investing activities		(16,139)		(7,572)
Cash flows from financing activities:
Proceeds from long-term debt		—		22,058
Payments for debt issuance costs		—		(45)
Payments on long-term debt		(1,572)		(664)
Proceeds from sale of common stock, net of offering costs		12,445		—
Proceeds from exercise of stock options		445		—
Cash provided by financing activities		11,318		21,349
Increase in cash, cash equivalents and restricted cash		10,520		14,424
Cash, cash equivalents and restricted cash, beginning of period		19,603		6,086
Cash, cash equivalents and restricted cash, end of period	$	30,123	$	20,510
Supplemental Disclosures
Cash paid for interest, net	$	769	$	829
Cash paid for income taxes, net		—		—
Non-cash investing and financing activities:
Operating right-of-use assets acquired		19,339		51,682
Lease liabilities assumed pursuant to acquisitions		21,830		51,682
Gift card liability assumed pursuant to acquisitions		1,202		3,923

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BBQ HOLDINGS, INC. AND SUBSIDIARIES

OPERATING RESULTS

(unaudited)

	Three Months Ended				Nine Months Ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020
Food and beverage costs(1)	29.2	%	29.9	%	29.3	%	30.9	%
Labor and benefits costs(1)	33.4	%	34.4	%	31.5	%	34.5	%
Operating expenses(1)	28.8	%	32.3	%	29.0	%	33.5	%
Restaurant-level operating margin(1)(2)	8.6	%	3.4	%	10.1	%	1.0	%
Depreciation and amortization expenses(3)	3.5	%	3.9	%	3.6	%	4.4	%
General and administrative expenses(3)	9.2	%	8.8	%	9.9	%	11.4	%
Income (loss) from operations(3)	3.1	%	0.0	%	3.9	%	(9.8)	%

(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 benefit costs, and operating expense.

(3) As a percentage of total revenue

BBQ HOLDINGS, INC. AND SUBSIDIARIES

RESTAURANT-LEVEL PROFIT AND RESTAURANT-LEVEL MARGIN

NON-GAAP RECONCILIATION

(in thousands)

	Three Months Ended						Nine Months Ended
	October 3, 2021			September 27, 2020			October 3, 2021			September 27, 2020
Restaurant sales, net	$	50,374		$	32,559		$	125,182		$	78,251
Restaurant operating costs (1)		46,048			31,445			112,563			77,433
Restaurant-level profit	$	4,326		$	1,114		$	12,619		$	818
Restaurant-level margin		8.6	%		3.4	%		10.1	%		1.0	%

______________________________________

(1)       Restaurant operating cost consist of food and beverage cost, labor and benefits costs and operating expenses.

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BBQ HOLDINGS, INC. AND SUBSIDIARIES

NON-GAAP RECONCILIATION

(in thousands, except per share data)

(unaudited)

	Three Months Ended					Nine Months Ended
(dollars in thousands)	October 3, 2021		September 27, 2020			October 3, 2021		September 27, 2020
Net income	$	4,786	$	58	$	21,913	$	7,170
Asset impairment and estimated lease termination charges and other closing costs		69		(138)		106		4,814
Depreciation and amortization		1,940		1,397		4,925		3,820
Interest expense, net		75		232		292		486
Net (gain) loss on disposal of equipment		(1)		(530)		134		(1,107)
Stock-based compensation		294		174		932		422
Acquisition costs		366		29		550		(46)
Pre-opening costs		63		(120)		183		(93)
Severance		—		21		—		52
Gain on debt forgiveness		—		—		(14,109)		—
Gain on bargain purchase		(3,203)		—		(3,203)		(13,675)
Provision for income taxes		36		(273)		517		(2,519)
COVID-19-related expense		—		1,145		409		3,591
Adjusted EBITDA	$	4,425	$	1,995	$	12,649	$	2,915

(1) COVID-19 expenses consisted primarily of cleaning and sanitation supplies, payments to employees for unemployment related costs, inventory waste, rent and rent-related costs for limited-operations restaurants from the day that the restaurant dining room partially or fully closed.

		Nine Months Ended
		October 3, 2021		September 27, 2020
(dollars in thousands)
Net income	$	21,913	$	7,170
Asset impairment and estimated lease termination charges and other closing costs		106		4,814
Depreciation and amortization		4,925		3,820
Interest expense, net		292		486
Net (gain) loss on disposal of equipment		134		(1,107)
Stock-based compensation		932		422
Acquisition costs		550		(46)
Pre-opening costs		183		(93)
Severance		-		52
Gain on debt forgiveness		(14,109)		-
Gain on bargain purchase		(3,203)		(13,675)
Provision for income taxes		517		(2,519)
Non-Cash Rent		660		1,540
Cash EBITDA	$	12,900	$	864

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EX-99.2

Exhibit 99.2

CONFIDENTIAL AND PROPRIETARY INFORMATION November 2021

CONFIDENTIAL AND PROPRIETARY INFORMATION 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 EBITDA is net income plus asset impairment, estimated lease termination charges and other closing costs, settlement agreements, depreciation and amortization, interest expense, net, net (gain) loss on disposal of equipment, stock-based compensation, acquisition costs, pre-opening costs, severance, gain on debt forgiveness, gain on bargain purchase, COVID-19-related expense and provision (benefit) for income taxes. Forward-Looking Statements Statements 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

CONFIDENTIAL AND PROPRIETARY INFORMATION NEW 2021 GUIDANCE Net Restaurant Revenue $183-188 MM System-wide Sales $480-485 MM Cash1 2 $30.1 MM 2021 Cash EBITDA $16.5 – 17.0 MM Net Income $22.5 – 23.0 MM 1 Includes $1.15MM restricted cash 2 as of 10/3/2021 NASDAQ: BBQ Royalty, License and Other Revenue $14-15 MM Long Term Bank Debt 2 $8.8 MM 89 Company-owned locations 214 Franchised restaurants in 36 states >70% Franchised NASDAQ: BBQ ~10.4 MM Shares Outstanding Corporate: Famous Dave’s 31, Village Inn 21, Granite City’s 18, Bakers Square 11, Tahoe Joe’s 5, Real Urban BBQ 2, Clark Crew 1

CONFIDENTIAL AND PROPRIETARY INFORMATION WHO WE ARE Famous Dave understands what it’s like when the odds are against you. A Native American kid at the bottom half of his high school class, he didn’t have a whole lot of opportunities, but he had dreams and perseverance. His goal: create the best food America ever tasted. BBQ was a passion he caught from his dad, a Southerner working in construction. They always knew where to find the best ribs: the street-corner vendors with their 55 gallon smokers, cooking it up in the tradition of the deep South. After years of learning all he could about BBQ, he opened the first Famous Dave’s in Hayward, WI in 1994, quickly gaining great popularity. In 2020 the company began acquiring other brands in the pursuit of a diversified portfolio to display its passion for hospitality. Our focus is on evolving and elevating the guest experience, maximizing the capacity of each restaurant, and growing both organically and acquisitively. This 50 year obsession is with one purpose: To delight Guests with the most enjoyable and authentic experience possible. With an entrepreneurial management team and vision in place, yes in the answer, what’s the question?

CONFIDENTIAL AND PROPRIETARY INFORMATION OUR PORTFOLIO FAMOUS DAVE’S VILLAGE INN GRANITE CITY BAKERS SQUARE REAL URBAN BBQ CLARK CREW BBQ TAHOE JOE’S Total Corporate Locations 31 21 18 11 2 1 5 89 Franchise Locations 104 110 0 0 0 0 0 214 Total Locations 135 131 18 11 2 1 5 303 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 Dual Concept with FD’s

CONFIDENTIAL AND PROPRIETARY INFORMATION 12 MONTH CORPORATE RESTAURANT REVENUE 35% $81,200,000 8% $18,800,000 16% $37,600,000 3% $7,500,000 2% $4,000,000 29% $68,000,000 8% $17,800,000

CONFIDENTIAL AND PROPRIETARY INFORMATION Three Pillars of Growth • Dual concepts within the Famous Dave’s and Granite City boxes • Ghost kitchens • Virtual brands • Continue to acquire immediately accretive brands which have withstood the test of time • Buy-in franchise units at accretive valuations • Famous Dave’s Line Serve Prototype • Famous Dave’s Line Serve w/ Drive Thru • Village Inn a.m eatery prototype • Pipeline of new franchisees • Lease or purchase prime second gen restaurant real estate Fill Latent Capacity of Current Boxes Organic Unit Growth M&A

CONFIDENTIAL AND PROPRIETARY INFORMATION FAMOUS DAVE’S

CONFIDENTIAL AND PROPRIETARY INFORMATION FAMOUS DAVE’S OVERVIEW • 31 Corporate Stores in U.S. generating $80.0-$81.0 MM in revenue in 2021 • 104 franchise stores in U.S., Canada and UAE generating ~$225 MM in revenue • Average Corporate Unit Volume (AUV): $2.8-$2.9 MM • Strong & Consistent Metrics - Food Costs 30% - Labor Costs: 30% - Occupancy: 7% • Famous Dave Ghost Kitchens - 8 in Granite City’s - 20 in 3rd Party - 10 Additional Units expected in 2021 (10 Franchise) • Dual Concept - Famous Dave’s & Texas T-Bone Colorado Springs, CO - Famous Dave’s & Cowboy Jacks – Woodbury, MN - Potential of Famous Dave’s and Tahoe Joe’s

CONFIDENTIAL AND PROPRIETARY INFORMATION ORGANIC GROWTH Ghost/Virtual/Dual Concepts/New Franchisees Active Pipeline of Ghost Kitchen Units Robust Franchisee Pipeline Activity • Increased activity due to take out success over the past 12 months • Franchisees opened new line service concept in Coon Rapids, MN and Las Vegas, NV • Franchisee working with BBQ to open a drive thru concept in Salt Lake City, UT

CONFIDENTIAL AND PROPRIETARY INFORMATION GROWTH: Quick Que Line Serve • First location opened in Las Vegas August 5th • Second location opened in Coon Rapids, MN. October 25th

CONFIDENTIAL AND PROPRIETARY INFORMATION GROWTH: DRIVE THRU PROTOTYPE

CONFIDENTIAL AND PROPRIETARY INFORMATION GROWTH: DUAL CONCEPTS Other (ie: Pizzeria or Saloon) Dual/Virtual Concept with a known pizza brand that has simplistic operations with low up front capital investment. $800k revenue with 25% Flow through. Potential for $200k additional EBITDA per location. Tahoe Joe’s The Company is using its learnings from dual branding with Texas T-Bone in Colorado Springs, CO. Expectation is to add $800k in additional revenue with 25% flow through when a Famous Dave’s is teamed up with Tahoe Joe’s. Potential for $200k additional EBITDA per location. Famous Dave’s 6,500 sq. ft. boxes were designed to execute at a higher AUV level than its current AUV of $2.8 MM.

CONFIDENTIAL AND PROPRIETARY INFORMATION GROWTH: EXPANDING CPG LICENSING CPG (Consumer Packaged Goods) – Passive Revenue • BBQ receives a 3% licensing fee • 2021 licensing revenue ~$1.5 million • Famous Dave’s has more SKU’s than any other restaurant in retail

CONFIDENTIAL AND PROPRIETARY INFORMATION VILLAGE INN & BAKERS SQUARE

CONFIDENTIAL AND PROPRIETARY INFORMATION AUTHENTIC FAMILY DINING BRANDS WITH LONG HISTORIES • Founded in Denver, Colorado in 1958 • Known for breakfast all day, especially pancakes • Located primarily in the Rockies, the Mid West, Arizona, and Florida • Founded in Des Moines, Iowa in 1969 • Celebrated for soups, sandwiches, and pies • Located in the Mid West Village Inn: Bakers Square:

CONFIDENTIAL AND PROPRIETARY INFORMATION OUR VISION FOR VILLAGE INN AND BAKERS SQUARE GROWTH • 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.

CONFIDENTIAL AND PROPRIETARY INFORMATION 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

CONFIDENTIAL AND PROPRIETARY INFORMATION 40% 9% 9% 8% 5% 16% 14% 3.4% 8.6% 6.0% 19.8% 62.1% <5 Years 5-10 Years 10-15 Years 15-20 Years 20+ Years Significant Franchisee Tenure with the Brand Percentage of Units Owned by Franchisees FRANCHISE SYSTEM & PERFORMANCE 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 1) Third generation franchisee

CONFIDENTIAL AND PROPRIETARY INFORMATION GRANITE CITY FOOD & BREWERY

CONFIDENTIAL AND PROPRIETARY INFORMATION GRANITE CITY OVERVIEW • Founded in 1999 • 18 Corporate Stores in U.S. generating $65-$67 MM in revenue in 2021 • Average Unit Volume (AUV): $3.2-$3.3 MM • 2019 Corporate Store Sales of $75 MM • 21% Liquor Mix • 10% of Revenue in Sunday Brunch Pre-Pandemic • Strong & Consistent Metrics: - Food Costs 28% - Labor Costs: 34% - Occupancy: 11%

CONFIDENTIAL AND PROPRIETARY INFORMATION GRANITE CITY GROWTH OPPORTUNITIES • Re-establish same store sales growth • New Loyalty / Mobile App Program • Beer Subscription Program • Ghost Kitchens • Dual Concepts • Off-Premise Revenue growth • Brewery 3rd Party Revenue opportunities

CONFIDENTIAL AND PROPRIETARY INFORMATION ADDING FAMOUS DAVE’S GHOST KITCHENS Ghost Kitchen Concept • Began adding Famous Dave’s in Granite City restaurant in 2020: - Ghost kitchens are generating an average of $5,500/store per week at corporate locations through this initiative - Currently have Ghost kitchens in 8 Granite City’s - Menu is being offered through DSP providers and also a native in store Pick-Up experience - Where volume warrants, investing in separate To-Go areas to streamline operations and improve guest experience - Most productive locations will evolve into a dual concept

CONFIDENTIAL AND PROPRIETARY INFORMATION GRANITE CITY: DUAL CONCEPTS – Village Inn Similar to Famous Dave’s, the GC kitchens were designed for ~$6 MM annual volume. Pre-covid AUV was $3.9 MM We believe a breakfast concept would work well within our restaurants by adding the breakfast daypart. Operating Hours: • Village Inn: 7 am – 3 pm • Granite City: 3 pm – 11 pm Dual Concept that has an operating structure with low up front capital investment. $1MM revenue with 25% Flow through. Potential for $250k additional EBITDA per location.

CONFIDENTIAL AND PROPRIETARY INFORMATION CLARK CREW BBQ

CONFIDENTIAL AND PROPRIETARY INFORMATION CLARK CREW BBQ OVERVIEW • Over 600 top 10 awards including Jack Daniels Grand Champion & National Team of the Year • Partnered with BBQ Holdings to open first location in December 2019 • $8.0-$8.5 MM in revenue in 2021 • BBQ Holdings owns a controlling interest in restaurant, 49% of CPG’s and rights to franchise

CONFIDENTIAL AND PROPRIETARY INFORMATION CLARK CREW BBQ ORGANIC GROWTH CPG Business • Currently sauces and rubs are in ~60 stores. New Locations • Hub & Spoke Model • 4k sq. ft. Catering • High-end events • Wide open opportunity in OKC

CONFIDENTIAL AND PROPRIETARY INFORMATION REAL URBAN BBQ

CONFIDENTIAL AND PROPRIETARY INFORMATION REAL URBAN BBQ OVERVIEW • Founded in 2009 by Jeff Shapiro who is current Director of Culinary & Development for BBQ • Acquired concept for Line Service Prototype • $2.5-$3.0 MM in revenue in 2021 • 1.5 minute ticket times • $350K CPG Revenue in 2020

CONFIDENTIAL AND PROPRIETARY INFORMATION REAL URBAN BBQ ORGANIC GROWTH CPG Business • Opportunities to increase offerings Additional Corporate or Franchise Line Service Units • Proven efficiencies - 1-2 min Ticket Times - Reduced Total Labor Costs - Efficient and effective guest experience - Simplified Menu and Offerings

CONFIDENTIAL AND PROPRIETARY INFORMATION TAHOE JOE’S

CONFIDENTIAL AND PROPRIETARY INFORMATION TAHOE JOE’S AT A GLANCE • Founded in 1993 • Ski Lodge styled restaurants with pine log beams stretched throughout spacious ceilings and hand painted teepee lamps. • Acquired by BBQ Holdings on October 8, 2021 • ~$18 MM in annualized revenue for the 5 steakhouses acquired • Also acquired the IP related to Old Country Buffet, Hometown Buffet, Ryan’s Buffet and Furr’s Restaurants. • Provides a dual concept opportunity for Famous Dave’s

CONFIDENTIAL AND PROPRIETARY INFORMATION TARGET M&A

CONFIDENTIAL AND PROPRIETARY INFORMATION VISION TO BUILD A DIVERSE PORTFOLIO OF ESTABLISHED FOOD AND BEVERAGE CONCEPTS What we look for: • Legacy brands that have stood the test of time • Franchise systems with growth potential • Potential for CPG sold in retail • Utilize expertise in digital marketing to attract new customers • Accretive acquisitions (~3-4x EBITDA) that fold into our current infrastructure Recent M&A: • Granite City purchased in 2020 at 1.3x 2019 EBITDA ($7MM of synergies realized) • Real Urban purchased in 2020 at <1x realized 2020 EBITDA • Village Inn and Bakers Square in July 2021 at a proforma of ~3X EBITDA • Tahoe Joe’s at a proforma of ~3X EBITDA We are currently analyzing additional opportunities.

CONFIDENTIAL AND PROPRIETARY INFORMATION INVESTMENT SUMMARY Currently >70% franchised Delivering profitable growth through operational improvement, opportunistic acquisitions, and plan to expand corporate owned and/or franchisee unit count Fully aligned, seasoned management team dedicated to creating shareholder value. Leverage structural synergies with existing infrastructure to add new concepts driving EBITDA. Always searching for new and economical ways for our customers to experience our food on demand. Intuitive and industry leading Digital Marketing Team. Huge growth potential with laser focus on growing high margin recurring royalty stream with newly developed Famous Dave’s small box with best-in- class unit-level economics. Very high flow through dual concepts. Robust M&A pipeline.

CONFIDENTIAL AND PROPRIETARY INFORMATION ADJUSTED CASH EBITDA RECONCILIATION BBQ Holdings, Inc. and Subsidiaries Non-GAAP Reconciliation Cash EBITDA October 3, 2021 September 27, 2020 (dollars in thousands) Net income $21,913 $7,170 Asset impairment and estimated lease termination charges and other closing costs $106 $4,814 Depreciation and amortization $4,925 $3,820 Interest expense, net $292 $486 Net (gain) loss on disposal of equipment $134 ($1,107) Stock-based compensation $932 $422 Acquisition costs $550 ($46) Pre-opening costs $183 ($93) Severance $0 $52 Gain on debt forgiveness ($14,109) $0 Gain on bargain purchase ($3,203) ($13,675) Provision for income taxes $517 ($2,519) Non Cash Rent $660 $1,540 Cash EBITDA $12,900 $864 Nine Months Ended

CONFIDENTIAL AND PROPRIETARY INFORMATION 12701 Whitewater Drive • Suite 100 • Minnetonka, MN 55343 Phone: 952-294-1300 • Website: bbq-holdings.com • E-mail: InvestorRelations@BBQ-Holdings.com

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Document and Entity Information	Nov. 10, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 10, 2021
Entity File Number	001-39053
Entity Registrant Name	BBQ HOLDINGS, INC.
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	83-4222776
Entity Address, Address Line One	12701 Whitewater Drive
Entity Address, Adress Line Two	Suite 100
Entity Address, State or Province	MN
Entity Address, City or Town	Minnetonka
Entity Address, Postal Zip Code	55343
City Area Code	952
Local Phone Number	294-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	BBQ
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001021270
Amendment Flag	false