Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Aug. 30, 2021 | Jun. 30, 2021 | |
Document And Entity Information | |||
Entity Registrant Name | ARC Group, Inc. | ||
Entity Central Index Key | 0001452872 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,997,880 | ||
Entity Common Stock, Shares Outstanding | 7,622,777 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 1,110,066 | $ 345,228 |
Restricted cash | 2,260,000 | |
Accounts receivable, net | 459,032 | 127,930 |
Ad funds receivable, net | 10,610 | 10,500 |
Other receivables | 36,751 | 556,986 |
Prepaid expenses | 329,578 | 34,582 |
Inventory | 846,971 | 211,025 |
Notes receivable, net | 2,340 | 2,967 |
Other current assets | 2,730 | 8,078 |
Total current assets | 5,058,078 | 1,297,296 |
Deposits | 356,067 | 49,421 |
Notes receivable, net of current portion | 2,553 | |
Intangible assets, net | 6,162,797 | 786,565 |
Property and equipment, net | 7,661,856 | 12,537,502 |
Operating lease right-of-use assets | 45,420,680 | |
Financing lease right-of-use assets, net | 10,175,399 | |
Goodwill | 11,246,741 | |
Total assets | 86,081,618 | 14,673,337 |
Liabilities and stockholders' equity / (deficit) | ||
Accounts payable and accrued expenses | 6,841,062 | 1,478,745 |
Accounts payable and accrued expenses - related party | 1,448,232 | 231,187 |
Other payables | 5,540 | 544,098 |
Accrued interest | 152,227 | 29,105 |
Settlement agreements payable | 287,541 | 276,269 |
Accrued legal contingency | 171,593 | 163,764 |
Contingent consideration | 55,356 | 55,356 |
Deferred franchise fees | 24,000 | 13,718 |
Gift card liabilities | 91,526 | 81,956 |
Operating lease liability | 580,646 | |
Financing lease liability | 202,944 | 175,764 |
Seller payable | 312,000 | 312,000 |
Notes payable, net | 3,253,337 | |
Notes payable - related party, net | 2,721,408 | 720,178 |
Put option | 1,536,911 | |
Total current liabilities | 17,684,323 | 4,082,140 |
Deferred franchise fees, net of current portion | 144,516 | 51,516 |
Operating lease liability, net of current portion | 44,857,127 | |
Financing lease liability, net of current portion | 11,007,202 | 11,210,146 |
Notes payable, net of current portion | 10,553,761 | |
Total liabilities | 84,246,929 | 15,343,802 |
Stockholders' equity / (deficit): | ||
Class A common stock - $0.01 par value: 100,000,000 shares authorized, 7,429,621 and 6,680,065 shares issued and outstanding at December 31, 2019 and 2018, respectively | 74,296 | 66,801 |
Additional paid-in capital | 4,786,074 | 4,490,338 |
Stock subscriptions payable | 3,024,822 | 15,453 |
Non-controlling interest in ARC WingHouse | 1,837,000 | |
Accumulated deficit | (7,891,999) | (5,247,553) |
Total stockholders' equity / (deficit) | 1,834,689 | (670,465) |
Total liabilities and stockholders' equity / (deficit) | 86,081,618 | 14,673,337 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity / (deficit): | ||
Preferred Stock, value | 4,496 | 4,496 |
Total stockholders' equity / (deficit) | 4,496 | 4,496 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity / (deficit): | ||
Preferred Stock, value | ||
Total stockholders' equity / (deficit) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class A common stock, par value | $ 0.01 | $ 0.01 |
Class A common stock, shares authorized | 100,000,000 | 100,000,000 |
Class A common stock, shares issued | 7,429,621 | 6,680,065 |
Class A common stock, shares outstanding | 7,429,621 | 6,680,065 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 449,581 | 449,581 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Total net revenue | $ 29,091,024 | $ 9,500,537 |
Operating expenses: | ||
Cost of sales | 9,705,951 | 3,248,801 |
Labor | 9,579,783 | 2,801,867 |
Occupancy | 1,452,731 | 308,295 |
Other operating expenses | 6,541,157 | 1,840,661 |
Professional fees | 525,065 | 796,473 |
Employee compensation expense | 1,349,766 | 564,521 |
General and administrative expenses | 1,922,422 | 718,563 |
Total operating expenses | 31,076,875 | 10,279,181 |
Loss from operations | (1,985,851) | (778,644) |
Other (expense) / income: | ||
Interest expense | (1,016,079) | (230,256) |
Income from insurance proceeds | 219,005 | |
Gain on bargain purchase | 624,952 | |
Other income | 138,479 | 101,465 |
Total other (expense) / income | (658,595) | 496,161 |
Net loss | $ (2,644,446) | $ (282,483) |
Net loss per share - basic and fully diluted | $ (0.36) | $ (0.04) |
Weighted average number of shares outstanding - basic and fully diluted | 7,258,513 | 6,777,903 |
Restaurant Sales [Member] | ||
Revenue: | ||
Total net revenue | $ 28,234,826 | $ 8,374,022 |
Franchise and Other Revenue [Member] | ||
Revenue: | ||
Total net revenue | 856,198 | 922,124 |
Franchise and Other Revenue Related Party [Member] | ||
Revenue: | ||
Total net revenue | $ 204,391 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity / (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Payable [Member] | Noncontrolling Interest [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 69,509 | $ 3,995,306 | $ 26,853 | $ (4,768,592) | $ (676,924) | ||
Balance, shares at Dec. 31, 2017 | 6,950,869 | ||||||
Common stock issued for services | $ 1,788 | 329,298 | (11,400) | 319,686 | |||
Common stock issued for services, shares | 178,777 | ||||||
Stock option issued for services | 10,002 | 10,002 | |||||
Stock option issued for services, shares | |||||||
Deferred franchise fees | (196,478) | (196,478) | |||||
Beneficial conversion feature | 155,732 | 155,732 | |||||
Common stock exchanged for preferred stock | $ (4,496) | $ 4,496 | |||||
Common stock exchanged for preferred stock, shares | (449,581) | 449,581 | |||||
Net loss | (282,483) | (282,483) | |||||
Balance at Dec. 31, 2018 | $ 66,801 | $ 4,496 | 4,490,338 | 15,453 | (5,247,553) | (670,465) | |
Balance, shares at Dec. 31, 2018 | 6,680,065 | 449,581 | |||||
Common stock issued for services | $ 7,495 | 305,738 | 9,369 | 322,602 | |||
Common stock issued for services, shares | 749,556 | ||||||
Cancellation of stock option issued for services | (10,002) | (10,002) | |||||
Acquisition of WingHouse | 3,000,000 | 1,837,000 | 4,837,000 | ||||
Net loss | (2,644,446) | (2,644,446) | |||||
Balance at Dec. 31, 2019 | $ 74,296 | $ 4,496 | $ 4,786,074 | $ 3,024,822 | $ 1,837,000 | $ (7,891,999) | $ 1,834,689 |
Balance, shares at Dec. 31, 2019 | 7,429,621 | 449,581 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (2,644,446) | $ (282,483) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 611,937 | 252,914 |
Amortization of operating lease right-of-use assets | 330,430 | |
Amortization of financing lease right-of-use assets | 575,639 | |
Amortization of intangible assets | 3,768 | 2,275 |
Amortization of debt discount | (122,733) | 9,548 |
Stock-based compensation expense | 312,600 | 329,688 |
Gain on bargain purchase | (624,952) | |
Gain from insurance recoveries on impaired fixed assets | (100,000) | |
Changes in operating activities, net of acquisition of Fat Patty's concept: | ||
Accounts receivable | (135,120) | 39,057 |
Accounts receivable - related party | 1,505 | |
Ad fund receivable | (110) | 26,337 |
Ad fund receivable - related party | 2,280 | |
Other receivables | (18,323) | (556,986) |
Prepaid expenses | 370,363 | (34,582) |
Inventory | 109,784 | (74,184) |
Deposits | (70,947) | |
Other assets | 5,348 | (30,387) |
Accounts payable and accrued liabilities | 847,341 | 1,345,212 |
Accounts payable and accrued liabilities - related party | 123,122 | 137,037 |
Settlement agreements payable | 11,272 | 11,272 |
Accrued legal settlement | 7,829 | 7,829 |
Deferred franchise fees | 103,282 | (131,244) |
Gift card liabilities | 9,570 | 48,102 |
Net cash provided by operating activities | 330,606 | 478,238 |
Cash flows from investing activities | ||
Repayments of notes receivable | 3,180 | 28,108 |
Cash acquired in business acquisition | 7,100 | |
Insurance recoveries for impaired fixed assets | 100,000 | |
Contingent consideration | (144,326) | |
Purchases of fixed assets | (1,014,746) | (351,007) |
Acquisition of WingHouse | (11,000,000) | |
Net cash used by investing activities | (11,911,566) | (460,125) |
Cash flows from financing activities | ||
Proceeds from issuance of notes payable | 12,807,098 | |
Proceeds from issuance of notes payable - related party | 2,123,963 | 367,736 |
Repayments of notes payable - related party | (71,877) | |
Payments on operating lease liability | (149,499) | |
Payments on financing lease liability | (175,764) | |
Payments on capital lease obligation | (114,090) | |
Net cash provided by financing activities | 14,605,798 | 181,769 |
Net decrease in cash and cash equivalents | 3,024,838 | 199,882 |
Cash and cash equivalents, beginning of period | 345,228 | 145,346 |
Cash and cash equivalents, end of period | 3,370,066 | 345,228 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 123,990 | 178,201 |
Cash paid for income taxes | ||
Schedule of non-cash transactions | ||
Adjustment to deferred franchise fees related to prior period | 196,478 | |
Preferred stock issued in exchange for common stock | 4,496 | |
Property and equipment acquired through accounts payable | 226,000 | |
Acquisition of Fat Patty's franchise with note payable and deferred compensation liability | 852,000 | |
Property and equipment acquired with capital lease | 11,500,000 | |
Acquisition of WingHouse concept with note payable and deferred compensation liability | 18,374,000 | |
Recognition of operating lease liability and right-of-use assets | 45,975,202 | |
Recognition of financing lease liability and right-of-use assets | $ 11,326,676 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business ARC Group, Inc., a Nevada corporation (the “Company”), was incorporated in April 2000. The Company’s business is focused primarily on the development of the Dick’s Wings & Grill ® Fat Patty’s ® WingHouse Bar & Grill ® On August 30, 2018, the Company acquired substantially all of the assets of Fat Patty’s. Fat Patty’s was comprised of four company-owned restaurants located in West Virginia and Kentucky. A description of the Company’s acquisition of Fat Patty’s is set forth herein under Note 4. Acquisition of Fat Patty’s. On October 11, 2019, the Company acquired substantially all of the assets of WingHouse. WingHouse was comprised of 24 company-owned restaurants located in Florida. A description of the Company’s acquisition of WingHouse is set forth herein under Note 5. Acquisition of WingHouse At December 31, 2019, the Company had 20 Dick’s Wings restaurants and nine Dick’s Wings concession stands, four Fat Patty’s restaurants and 24 WingHouse restaurants. Of the 20 Dick’s Wings restaurants, 16 were located in Florida and four were located in Georgia. The Company’s Dick’s Wings concession stands were also located in Florida. Four of the Company’s Dick’s Wings restaurants were owned by the Company, and the remaining 16 restaurants were owned and operated by franchisees. The Company’s Dick’s Wings concession stands were also owned by the Company. Of the four Fat Patty’s restaurants, three were located in West Virginia and one was located in Kentucky. All four of the Fat Patty’s restaurants were owned by the Company. All of the Company’s WingHouse restaurants were located in Florida and we owned by the Company |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies This summary of significant accounting policies is provided to assist the reader in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes thereto are representations of the Company’s management. The Company’s management is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements. Basis of Presentation The Company’s consolidated financial statements have been prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. All intercompany accounts and transactions were eliminated in consolidation. Going Concern As shown in the accompanying financial statements, the Company incurred net losses of $2,644,446 and $282,483 for the years ended December 31, 2019 and 2018, respectively. The Company also had an accumulated deficit of $7,891,999 and a working capital deficit of $12,626,245 at December 31, 2019. Those facts create an uncertainty about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its successfully executing its plans to generate positive cash flows during its 2020 fiscal year. The Company’s financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain amounts in the Company’s consolidated financial statements for the 2018 fiscal year have been reclassified to conform to the 2019 fiscal year presentation. These reclassifications did not result in any change to the previously reported total assets, net income or stockholders’ deficit. Segment Disclosure The Company has both Company-owned restaurants and franchised restaurants, all of which operate in the full-service casual dining industry in the United States. Pursuant to the standards of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents in accordance with ASC Topic 305, Cash and Cash Equivalents Accounts Receivable Accounts receivable are recorded in accordance with ASC Topic 310, Receivables The accounts receivable balances at December 31, 2019 and 2018 were comprised primarily of credit card sales by Company-owned restaurants, royalties due from the Company’s franchisees, and sales proceeds due from the concessionaire of the Company’s concessions stands, all of which the Company collected in full in January 2020 and 2019, respectively. Accordingly, the allowance for doubtful accounts was zero at December 31, 2019 and 2018. Other Receivables Other receivables was comprised primarily of receipts from credit card sales by Company- owned Fat Patty’s restaurants that occurred after the Company completed the acquisition of Fat Patty’s that were held by the former owner of Fat Patty’s, all of which are expected to be collected in full by the Company during the next 12 months. Inventory Inventory consists primarily of food and beverage products and is accounted for at the lower of cost or net realizable value using the first in, first out method of inventory valuation in accordance with ASC Topic 330, Inventory Intangible Assets, Net The Company acquired various intangible assets in connection with the acquisition of Fat Patty’s. The intangible assets were comprised of a tradename and a non-compete agreement. The Company amortizes the non-compete agreement on a straight-line basis over the expected period of benefit, which is five years. The tradename has an indefinite life and is not subject to amortization but tested for impairment on an annual basis. The Company recognized $3,768, and $2,275 of amortization expense for the non-compete agreement during the years ended December 31, 2019 and 2018, respectively. Property and Equipment, Net Property and equipment is recorded at cost, less accumulated depreciation, in accordance with ASC Topic 360, Property, Plant and Equipment Long-Lived Assets The Company reviews long-lived assets for impairment at least quarterly or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the individual restaurant level. The Company evaluates the recoverability of a restaurant’s long-lived assets, including buildings, intangibles, leasehold improvements, furniture, fixtures, and equipment over the remaining life of the primary asset in the asset group, after considering the potential impact of planned operational improvements, marketing programs, and anticipated changes in the trade area. In determining future cash flows, significant estimates are made by management with respect to future operating results for each restaurant over the remaining life of the primary asset in the asset group. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value based on the Company’s estimate of discounted future cash flows. The Company accounts for exit or disposal activities, including restaurant closures, in accordance with ASC Topic 420, Exit or Disposal Cost Obligations Financial Instruments The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures The levels of fair value hierarchy are: Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date; Level 2: Observable inputs other than quoted prices included in Level 1, such as: (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets and liabilities in markets that are not active, and (iii) other inputs that are observable or can be corroborated by observable market data; and Level 3: Unobservable inputs for which there is little or no market data available. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In contrast, the Company considers unobservable data to be data that reflects the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. General Advertising Fund The Company has established a general advertising fund that it uses to pay for advertising costs, sales promotions, market research and other support functions intended to maximize general public recognition and acceptance of the Dick’s Wings franchise. Company-owned and franchised restaurants are required to contribute at least 1%, but not more than 2%, of their gross revenue to the Company’s general advertising fund. The Company accounts for cash and cash equivalents held by the general advertising fund as restricted cash on its consolidated balance sheets. The restricted cash of this fund is classified as current if it is expected to be utilized to fund short-term obligations of the general advertising fund. The Company did not have any restricted cash associated with its general advertising fund at December 31, 2019 or 2018. Contributions made by franchisees to the general advertising fund and marketing and advertising expenses paid by the general advertising fund were recognized as revenue and expenses during the years ended December 31, 2019 and 2018. Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired as of the acquisition date. The Company tests goodwill for impairment on an annual basis and between annual tests when impairment indicators are identified, and goodwill is written down when impaired. For its annual goodwill impairment test in all periods to date, the Company has operated under one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise value. For its annual impairment test, the Company completed a quantitative assessment and determined that there was no impairment of goodwill. The Company also considered potential impairment indicators of goodwill at December 31, 2019 and noted no indicators of impairment. Other Payables Other payables was comprised primarily of accounts payable owed to the former owner of Fat Patty’s for alcohol and other items purchased by him in connection with the operation of the concept. Revenue Recognition The Company generates revenue from two primary sources: (a) retail sales at company- operated restaurants; and (b) franchise revenue, which consists of royalties based on a percentage of sales reported by franchised restaurants, funds contributed by franchisees to the Company’s general advertising fund, and initial and renewal franchise license fees. Revenue From Company-Owned Restaurants Revenue from company-owned restaurants is primarily recognized as customers pay for products at the point of sale. The Company reports Company-owned restaurant revenues net of sales and use taxes collected from customers and remitted to governmental taxing authorities. Revenue From Franchised Restaurants The Company grants individual restaurant franchises to operators in exchange for initial franchise license fees and continuing royalty payments. Initial and renewal franchise license fees are payable by the franchisee upon a new restaurant opening or renewal of an existing franchise agreement. Under franchise agreements, the Company provides franchisees with: (a) a franchise license, which includes a non-exclusive license to our intellectual property for the duration of the franchise agreement and where the Company manages a marketing or co-op advertising fund, advertising and promotion management; (b) pre- opening services, such as training and inspections; and (c) ongoing services, such as development of training materials and menu items and restaurant monitoring and inspections. The services that the Company provides are highly interrelated and dependent on the franchise license so the Company does not consider the services to be individually distinct and therefore accounts for them as a single performance obligation. The performance obligation is satisfied by providing a right to use the Company’s intellectual property over the term of each franchise agreement. Accordingly, initial and renewal franchise fees are recognized as revenue on a straight-line basis over the term of the respective agreement. The Company’s performance obligation under area development agreements generally consists of an obligation to grant exclusive development rights for a particular geographic region over a stated term. These development rights are not distinct from franchise agreements and are creditable towards the initial franchise license fee, so upfront fees paid by franchisees for exclusive development rights are deferred and allocated to the appropriate franchise restaurant when the franchise agreement is executed. Franchise royalty revenues represents sales-based royalties that are related entirely to the Company’s performance obligation under the franchise agreement. Continuing franchise royalty revenues are based on a percentage of monthly sales and are recognized on the accrual basis as franchise sales occur. In certain circumstances, the Company may reduce or waive franchise license fees and/or the franchise royalty percentage for a period of time. Franchises contributions to the Company’s general advertising funds are calculated as a percentage of monthly sales. Contributions to the fund generally represent sales-based or fixed monthly fee amounts that are related entirely to the Company’s performance obligation under the franchise agreement and are recognized as franchise sales occur. ASC Topic 606 On January 1, 2018, the Company adopted the provisions of ASC Topic 606, Revenue From Contracts With Customers Franchise Fees ASC 606 impacted the timing of recognition of franchise fees. Under previous guidance, these fees were typically recognized upon the opening of restaurants. Under ASC 606, the fees are deferred and recognized as revenue over the term of the individual franchise agreements. The effect of the required deferral of fees received in a given year will be mitigated by the recognition of revenue from fees retrospectively deferred from prior years. The Company recognized $16,718 and $131,244 of deferred franchise fees as income during the years ended December 31, 2019 and 2018, respectively. The carrying value of the Company’s deferred franchised fees was $168,516 and $65,234 at December 31, 2019 and 2018, respectively. Advertising Funds ASC 606 also impacted the accounting for transactions related to the Company’s general advertising fund. Under previous guidance, franchisee contributions to and expenditures by the fund were not included in the Company’s condensed consolidated financial statements. Under ASC 606, the Company records contributions to and expenditures by the fund as revenue and expenses within the Company’s condensed consolidated financial statements. The Company recognized contributions to and expenditures by the fund of $127,584 and $189,362 during the years ended December 31, 2019 and 2018, respectively. Gift Card Funds Additionally, ASC 606 impacted the accounting for transactions related to the Company’s gift card program. Under previous guidance, estimated breakage income on gift cards was deferred until it was deemed remote that the unused gift card balance would be redeemed. Under ASC 606, breakage income on gift cards is recognized as gift cards are utilized. The effect of this change on the Company’s condensed consolidated financial statements was negligible. Disaggregation of Revenue The following table disaggregate revenue by primary geographical market and source: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Primary Geographic Markets Florida $ 17,897,046 $ 5,011,328 Georgia 1,053,739 504,983 Kentucky 2,533,631 856,981 Louisiana 625,227 185,742 North Carolina 1,500 — Texas 1,250 — West Virginia 6,978,631 2,941,503 Total revenue $ 29,091,024 $ 9,500,537 Sources of Revenue Restaurant sales $ 28,209,181 $ 8,374,022 Royalties 710,646 787,189 Franchise fees 17,968 131,244 Advertising fund fees 127,584 189,362 Other revenue 25,645 18,720 Total revenue $ 29,091,024 $ 9,500,537 Deferred Revenue Deferred revenue consists of contract liabilities resulting from initial and renewal franchise license fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement, as well as upfront development fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement once it is executed or if the development agreement is terminated. The following table presents changes in deferred franchise fees as of and for the years ended December 31, 2019 and 2018: Total Liabilities Deferred franchise fees at January 1, 2018 $ 196,478 Revenue recognized during the period (131,244 ) New deferrals due to cash received — Deferred franchise fees at December 31, 2018 $ 65,234 Revenue recognized during the period (17,968 ) New deferrals due to cash received 121,250 Deferred franchise fees at December 31, 2019 $ 168,516 Anticipated Future Recognition of Deferred Franchise Fees The following table presents the estimated franchise fees to be recognized in the future related to performance obligations that were unsatisfied at December 31, 2019: Year Franchise Fees to be Recognized 2020 $ 24,000 2021 22,925 2022 21,000 2023 18,637 2024 18,000 Thereafter 63,954 Total $ 168,516 Payments Received From Vendors Vendor allowances include allowances and other funds that the Company receives from vendors. Certain of these funds are determined based on various quantitative contract terms. The Company also receives vendor allowances from certain manufacturers and distributors calculated based upon purchases made by franchisees. Vendor allowances are not recognized as revenue. Instead, they are recognized as a reduction in costs. The Company generally receives payment from vendors approximately 30 days from the end of a month for that month’s purchases. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity The Company uses the Black-Scholes pricing model to determine the fair value of the stock- based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management’s judgment and may impact the Company’s net income or loss. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future. Operating Leases Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the lease term, including cancelable option periods where failure to exercise such options would result in an economic penalty such that the renewal appears reasonably assured. The straight-line rent calculation and rent expense includes the rent holiday period, which is the period of time between taking control of a leased site and the rent commencement date. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. Contingent rents are generally amounts due as a result of sales in excess of amounts stipulated in certain restaurant leases and are included in rent expense as they are incurred. Landlord contributions are recorded when received as a deferred rent liability and amortized as a reduction of rent expense on a straight-line basis over the lease term. Marketing and Advertising Contributions to the national advertising fund related to Company-owned restaurants are expensed as contributed and local advertising costs for Company-owned restaurants are expensed as incurred. All other marketing and advertising costs are expensed as incurred. The Company incurred $813,866 and $423,911 for marketing and advertising costs during the years ended December 31, 2019 and 2018, respectively. Start-Up Costs Start-up costs consists of costs associated with the opening of new Company-owned restaurants and varies based on the number of new locations opening and under construction. These costs are expensed as incurred in accordance with ASC Topic 720, Other Expenses Sales Taxes Sales taxes collected from customers are excluded from revenue. Sales taxes payable are included in accrued expenses until the taxes are remitted to the appropriate taxing authorities in accordance with ASC Topic 450, Contingencies Income Taxes The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes Net deferred tax assets were comprised of the following at December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 1,199,902 $ 644,568 Accruals 93,247 93,247 Deferred tax liabilities: Gain on bargain purchase (156,624 ) (156,624 ) Valuation allowance (1,136,525 ) (581,191 ) Net deferred tax assets $ — $ — The Company had net operating loss carry-forwards of approximately $5,212,000 and $2,568,000 at December 31, 2019 and 2018, respectively, that may be offset against future taxable income. No tax benefit has been reported in the consolidated financial statements for the Company’s 2019 and 2018 fiscal years because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 31, 2019 and 2018. Utilization of net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations contained in the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. On July 31, 2017, Seenu G. Kasturi, who on December 31, 2019 served as the Company’s Chief Executive Officer and Chairman of its board of directors, purchased 2,647,144 shares of the Company’s common stock, which represented approximately 38.4% of the outstanding shares of the Company’s common stock on that date, from William D. Leopold. This transaction has been deemed to have resulted in a change in ownership of the Company pursuant to Internal Revenue Code Section 382. As a result, the Company can utilize up to $120,000 of pre-ownership change net operating loss carryforwards each year. Subsequent ownership changes could further affect the limitation in future years. These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases Leases Leases ASC Topic 842 modifies the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for in the same manner as operating leases under ASC Topic 840. The Company adopted ASC Topic 842 effective January 1, 2019 applying the modified retrospective transition approach. Under this approach, results for reporting periods beginning after January 1, 2019, are presented under Topic 842, while prior periods are not adjusted and continue to be reported under the accounting standards in effect for those periods. The Company recognized $3,832,779 and $3,832,286 of additional assets and liabilities, respectively, in connection with its operating leases upon the adoption of ASC Topic 842 on January 1, 2019. The Company did not recognize any additional assets or liabilities in connection with its financing lease upon the adoption of ASC Topic 842 on January 1, 2019. The Company determines whether a contract is or contains a lease at inception of the contract based on whether an identified asset exists and whether the Company has the right to obtain substantially all of the benefit of the assets and to control its use over the full term of the agreement. When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, none of our leases provide a readily determinable implicit rate. Therefore, the Company estimated its incremental borrowing rate considering both the revolving credit rates and a credit notching approach to discount the lease payments based on information available at lease commencement. There are no material residual value guarantees and no restrictions or covenants included in the Company’s lease agreements. Certain of the Company’s leases include provisions for variable payments. These variable payments are typically determined based on a measure of throughput or actual days or another measure of usage and are not included in the calculation of lease liabilities and right-of-use assets. The Company elected the package of practical expedients available for implementation, which allows for the following: ● An entity need not reassess whether any expired or existing contracts are or contain leases; ● An entity need not reassess the lease classification for any expired or existing leases; and ● An entity need not reassess initial indirect costs for any existing leases. Furthermore, the Company elected the optional transition method to make January 1, 2019 the initial application date of the standard. This package of practical expedients allows entities to account for their existing leases for the remainder of their respective lease terms following the previous accounting guidance. The Company also elected to adopt the optional transition practical expedient provided in ASU 2018-01 to not evaluate under ASC Topic 842 for existing or expired land easements prior to the application date to determine if they meet the definition of a lease. The impact of ASC Topic 842 is more specifically described herein under Note 13. Leases In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or that no material effect is expected on the Company’s condensed consolidated financial statements as a result of future adoption. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 3. Net Loss Per Share The Company calculates basic and diluted net loss per share in accordance with ASC Topic 260, Earnings per Share All of the shares of common stock underlying exercisable or convertible securities that were outstanding at December 31, 2019 and 2018 were excluded from the computation of diluted net loss per share for the years ended December 31, 2019 and 2018 because they were anti-dilutive. As a result, basic net loss per share was equal to diluted net loss per share for the years ended December 31, 2019 and 2018. |
Acquisition of Fat Patty's
Acquisition of Fat Patty's | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Fat Patty's | Note 4. Acquisition of Fat Patty’s On August 3, 2018, the Company entered into an asset purchase agreement with CSA, Inc., a West Virginia corporation (“CSA”), CSA Investments, LLC, a West Virginia limited liability company (“CSA Investments”), CSA of Teays Valley, Inc., a West Virginia corporation (“CSA Teays Valley”), CSA, Inc. of Ashland, a Kentucky corporation (“CSA Ashland”), Fat Patty’s, LLC, a West Virginia limited liability company (“FPLLC”), and Clint Artrip, an individual (“Artrip”; together with CSA, CSA Investments, CSA Teays Valley, and CSA Ashland, FPLLC, the “Sellers”), pursuant to which the Company agreed to acquire all of the assets associated with Fat Patty’s (the “Fat Patty’s Acquisition”). The Company agreed to pay the Sellers $12,352,000 for the assets, of which $12,000,000 was to be paid to the Sellers at closing, $40,000 was to be paid to the Sellers within 10 days after the closing and the remaining $312,000 will be paid to the Sellers on the first anniversary of the closing. The closing of the Fat Patty’s Acquisition occurred on August 30, 2018, however, as discussed below, the Company entered into a separate related agreement with a third party that resulted in a direct transfer of the FP Properties (as defined below) from the Sellers to the third party. Accordingly, in substance, the Company only acquired the net assets detailed below for a purchase price of $852,000. In connection with the Fat Patty’s Acquisition, the Company entered into a secured convertible promissory note with Seenu G. Kasturi on August 30, 2018 pursuant to which the Company borrowed $622,929 from Mr. Kasturi to help finance the Fat Patty’s Acquisition. All principal and accrued but unpaid interest is due and payable by the Company in full on the earlier of (i) the fifth (5 th Also on August 3, 2018, the Company entered into a purchase and sale agreement with Store Capital Acquisitions, LLC, a Delaware limited liability company (“Store Capital”), pursuant to which the Company agreed to sell all of the real property acquired in the Fat Patty’s Acquisition to Store Capital (the “Property Acquisition”). The real property consists of the four properties upon which the restaurants acquired in the Fat Patty’s Acquisition are located (collectively, the “FP Properties”). Store Capital agreed to pay the Company $11,500,000 for the FP Properties at closing. Title to the FP Properties was transferred directly from the applicable Sellers to Store Capital, and the purchase price for the FP Properties was paid by Store Capital directly to Sellers. Accordingly, the Company never took title to, or ownership of, the FP Properties. As a result, the ultimate purchase price paid by the Company was $852,000, which was the difference between the $12,352,000 purchase price for the assets that the Company agreed to pay to the Sellers and the $11,500,000 purchase price for the FP Properties that was paid by Store Capital. The closing of the Property Acquisition occurred on August 30, 2018. In connection with the Property Acquisition, the Company entered into a master lease agreement (the “FP Master Lease”) with Store Capital on August 30, 2018 pursuant to which the Company leased each of the FP Properties from Store Capital. The initial term of the lease expires on August 31, 2038. The Company has the option to extend the term of the lease for four additional successive periods of five years each. The aggregate base annual rent is $876,875 and is subject to annual increases commencing September 1, 2019 in an amount equal to the lesser of: (i) 1.75%, or (i) 1.25 times the change in the Consumer Price Index. The Company is responsible for all costs and obligations relating to the FP Properties. The acquisition of Fat Patty’s was accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed as reflected in the Company’s condensed consolidated financial statements, the guidance in ASC Topic 820, Fair Value Measurements and Disclosures The assets acquired and liabilities assumed were comprised of the following: Cash $ 7,100 Inventory 91,424 Intangible assets 788,840 Equipment 614,295 Total assets acquired 1,501,659 Gift card liabilities (24,707 ) Total liabilities assumed (24,707 ) Gain on bargain purchase (624,952 ) Net assets acquired with note payable and deferred compensation liability $ 852,000 The estimates of fair values recorded are Level 3 inputs that have been determined by management based upon various market and income analyses and recent asset appraisals. The Company made certain adjustments to the amounts initially allocated to intangible assets and gift card liabilities after evaluating additional information that was present on the date the acquisition was completed. The fair value of the identifiable assets acquired and liabilities assumed of $1,476,952 exceeded the purchase price of Fat Patty’s by $624,952. Consequently, the Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate. As a result, the Company recognized a gain of $624,952 during the year ended December 31, 2018 in connection with the acquisition. The Sellers of Fat Patty’s received cash without any earnouts or indemnification holdbacks, which was the primary motivation for the sale of Fat Patty’s. This was the primary reason the acquisition resulted in a bargain purchase. The gain was recorded in the other income in the Company’s condensed consolidated statements of operations. The following table summarizes certain financial information for the years ended December 31, 2019 and 2018 contained in the Company’s consolidated financial statements and certain unaudited pro forma financial information for the years ended December 31, 2019 and 2018 as if the acquisition of Fat Patty’s had occurred on January 1, 2018: Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 29,091,024 $ 17,352,358 (Loss) / income from continuing operations (1,985,850 ) 1,024,359 Net income / (loss) (2,644,446 ) 1,520,520 Net income / (loss) per share – basic $ (0.36 ) $ 0.23 Net income / (loss) per share – fully diluted $ (0.36 ) $ 0.22 The results of operations for Fat Patty’s were included in the Company’s results of operations beginning August 30, 2018. The actual amounts of revenue and net income for Fat Patty’s that were included in the Company’s consolidated statements of operations for the year ended December 31, 2019 were $9,512,262 and $645,397, respectively, and the actual amounts of revenue and net income for Fat Patty’s that are included in the Company’s consolidated statements of operations for the year ended December 31, 2018 were $3,798,484 and $164,182, respectively. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated on January 1, 2018 or of the future results of the combined entities. For additional information about the Company’s acquisition of Fat Patty’s, please refer to the Company’s Current Reports on Form 8-K filed with the SEC on August 9, 2018 and September 5, 2018. |
Acquisition of WingHouse
Acquisition of WingHouse | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Of Winghouse | |
Acquisition of WingHouse | Note 5. Acquisition of WingHouse On October 11, 2019, the Company and ARC WingHouse, LLC, a Florida limited liability company that was formed as a wholly-owned subsidiary of the Company (“ARC WingHouse”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Soaring Wings, LLC, a Florida limited liability company (“Soaring Wings”), Soaring Wings HQ, LLC, a Florida limited liability company (“Soaring Wings HQ”), Soaring Wings Advertising, LLC, a Florida limited liability company (“Soaring Wings Advertising”), Soaring Wings IP, LLC, a Florida limited liability company (“Soaring Wings IP”), and the wholly-owned subsidiaries of Soaring Wings that own and operate all of the Restaurants (as defined below) (the “WH Operating Entities”). Soaring Wings, Soaring Wings HQ, Soaring Wings Advertising, Soaring Wings IP and the WH Operating Entities are sometimes collectively referred to as the “Sellers” and each a “Seller”. The Company and ARC WingHouse are sometimes collectively referred to as the “Purchasers”. The transactions contemplated by the Asset Purchase Agreement are sometimes referred to herein collectively as the “WingHouse Acquisition”. The closing of the WingHouse Acquisition occurred on October 11, 2019 (the “Closing Date”). Sellers are the owners and operators of the WingHouse Bar and Grill restaurant concept (the “WingHouse Concept”), which is comprised of 24 WingHouse Bar and Grill restaurants (the “Restaurants”). Purchasers agreed to pay the Sellers a total of $18,000,000 as adjusted pursuant to a working capital adjustment (the “Purchase Price”), and to assume, satisfy and discharge certain assumed liabilities. On the Closing Date, ARC WingHouse paid $12,000,000 to the Sellers. In addition, ARC WingHouse delivered to SW WH Holdings, LLC, a Florida limited liability company (“SW WH Holdings”), an equity interest in ARC WingHouse representing a ten percent (10%) ownership interest in ARC WingHouse (the “Equity Interest”). The Company also agreed to deliver to Soaring Wings shares (the “ARC Stock”) of the Company’s common stock on each of the first three anniversaries of the Closing Date. The number of shares of common stock to be delivered on each anniversary will be equal to the quotient of $1,000,000 divided by the following per share prices: (i) $1.40 per share of common stock on the first anniversary, (ii) 2.00 per share of common stock on the second anniversary, and (iii) $3.00 per share of common stock on the third anniversary (collectively, the “ARC Stock Consideration”). The per share price of the ARC Stock Consideration will be equitably adjusted for any stock dividend, stock split, reverse stock split or recapitalization. If the ARC Stock is not listed and quoted for trading on the NYSE, NASDAQ Global Select Market, NASDAQ Global Market or NASDAQ Capital Market on any of the first, second and third anniversaries of the Closing (the first such anniversary referred to as a “Listing Failure Anniversary”), then ARC WingHouse will pay $1,000,000 cash to Soaring Wings on the Listing Failure Anniversary and each anniversary of the Closing after a Listing Failure Anniversary (if any), ending on the third anniversary of the Closing Date in full satisfaction of the Company’s obligation to deliver the ARC Stock Consideration to Soaring Wings on the Listing Failure Anniversary and each anniversary thereafter, ending on the 3 rd In connection therewith, on October 11, 2019, the Purchasers entered into a Put Agreement (the “Put Agreement”; together with the Asset Purchase Agreement, the “Purchase Agreements”) with Soaring Wings pursuant to which Soaring Wings was granted the right, but not the obligation, upon written notice to the Purchasers given at any time before the Put Deadline (as defined below), to require the Company to purchase, for cash, at the Put Closing (as defined below), all or any portion of the shares of ARC Stock received by Soaring Wings under Section 1.2(c) of the Asset Purchase Agreement or Section 15 of the Put Agreement (the “Put Option”). In the event Soaring Wings receives ARC Stock pursuant to Section 1.2(c) of the Asset Purchase Agreement and puts all of such ARC Stock to the Company, then the amount payable by the Company to Soaring Wings at the Put Closing will be equal to the Put Price (as defined below). In the event Soaring Wings elects to put only a portion of such shares to the Company, either because Soaring Wings received Contingent Cash Consideration on one or more of such anniversaries, Soaring Wings sold some of the ARC Stock, Soaring Wings elected to retain some of the ARC Stock and put only a portion of the ARC Stock to the Company, and/or for any other reason, then the amount payable by the Company to Soaring Wings at the Put Closing will calculated in the following manner: (x) the Put Price, multiplied by (y) a fraction, the numerator of which is the number of shares of ARC Stock put to the Company by Soaring Wings hereunder, and the denominator of which is the number of shares of ARC Stock received by Soaring Wings under the Asset Purchase Agreement had Soaring Wings received ARC Stock on each of the first, second and third anniversaries of the Closing Date. The amount payable by the Company to Soaring Wings at the Put Closing is referred to herein as, the “Put Payment”. In the event that Soaring Wings receives the Put Price from Purchasers, then, without any action on the part of the Purchasers, SW WH Holdings or any other person, the Equity Interest will be immediately terminated and forfeited to ARC WingHouse and no longer be owned beneficially or of record by SW WH Holdings. For the purposes hereof, “Put Price” means an amount equal to: (i) $6,000,000, less (ii) the aggregate dividends (if any) received by Soaring Wings from the Company attributable to any shares of ARC Stock received by Soaring Wings under Section 1.2(c) of the Asset Purchase Agreement and not required to be paid to City National Bank (as defined below) pursuant to that certain Subordination Agreement, dated October 11, 2019, by ARC WingHouse and Soaring Wings for the benefit of City National Bank (the “Subordination Agreement”), less (iii) the aggregate distributions (other than tax distributions) made by ARC WingHouse to Soaring Wings under its operating agreement that are not required to be paid to City National Bank pursuant to the Subordination Agreement, less (iv) the aggregate cash payments made by Purchaser to Soaring Wings following a Listing Failure Anniversary pursuant to Section 1.2(c) of the Asset Purchase Agreement that are not required to be paid to City National Bank pursuant to the Subordination Agreement (and for the avoidance of doubt, were not applied to satisfy losses pursuant to Section 7.9(b) under the Asset Purchase Agreement), less (v) the aggregate amount of losses satisfied by Sellers to Purchasers or their indemnitees pursuant to Sections 7.9(a), (b) and (c) under the Asset Purchase Agreement that are not required to be paid to City National Bank pursuant to the Subordination Agreement. For the purposes hereof, “Put Deadline” means the later of (y) the fifth anniversary of the Closing Date and (z) 12 months following the date on which the Company provides written notice to Soaring Wings that: (i) it has indefeasibly paid and satisfied in full the Loan (as defined below), (ii) Soaring Wings is not restricted from exercising its rights under this Agreement (in whole or in part) pursuant to the Subordination Agreement, or otherwise, and (iii) the Company has legally sufficient funds to pay the Put Payment in full. In connection with the closing of the WingHouse Acquisition, Seenu G. Kasturi executed a guaranty in favor of Soaring Wings guaranteeing all of the Purchasers’ obligations under the Asset Purchase Agreement, the Put Agreement, and the SW Note (as defined below). On October 11, 2019, ARC WingHouse entered into a Loan Agreement (the “Loan Agreement”) with City National Bank of Florida (“City National Bank”) pursuant to which the Company borrowed $12,250,000 (the “Loan”) to help fund the acquisition of the WingHouse Concept. In connection therewith, ARC WingHouse issued a promissory note in favor of City National Bank in the amount of $12,250,000 (the “CNB Note”). Interest accrues under the CNB Note at a rate of six percent (6%) per annum. The Company makes monthly payments of principal and interest of $179,481 to City National Bank under the CNB Note. The entire outstanding principal balance of the CNB Note plus all accrued interest is due and payable in full on October 11, 2024. ARC WingHouse may make prepayments of principal under the CNB Note, provided, however, that (i) if ARC WingHouse prepays any portion of the outstanding balance of the CNB Note during the first year of the term of the CNB Note, ARC WingHouse will pay a fee to City National Bank in an amount equal to three percent (3%) of the amount prepaid by ARC WingHouse in excess of $2,250,000, (ii) if ARC WingHouse prepays any portion of the outstanding balance of the CNB Note during the second year of the term of the CNB Note, ARC WingHouse will pay to City National Bank a fee in an amount equal to two percent (2%) of the amount prepaid by ARC WingHouse, and (iii) if ARC WingHouse prepays any portion of the outstanding balance of the CNB Note during the third (3 rd ARC WingHouse deposited $1,250,000 with City National Bank WingHouse in an account that is under the sole control of City National Bank (the “First ARCWH Deposit”). ARC WingHouse granted a security interest to City National Bank in the account and the funds held therein as security for the loan. In connection therewith, to secure the funds for the First ARCWH Deposit, ARC WingHouse issued a promissory note in favor of the Kasturi Children’s Trust, a trust formed under the laws of Louisiana (the “Kasturi Children’s Trust”), in the amount of $1,250,000 (the “KCT Note”) pursuant to which ARC WingHouse borrowed the funds comprising the First ARCWH Deposit. Interest accrues under the KCT Note at a rate of six percent (6%) per annum. The entire outstanding principal balance of the KCT Note plus all accrued interest is due and payable in full on the earlier of (i) the fifth (5 th In addition, ARC WingHouse deposited $1,000,000 with City National Bank in an account that is under the sole control of City National Bank (the “Second ARCWH Deposit”). ARC WingHouse granted a security interest to City National Bank in the account and the funds held therein as security for the loan. In connection therewith, to secure the funds for the Second ARCWH Deposit, ARC WingHouse issued a promissory note in favor of Soaring Wings in the amount of $1,000,000 (the “SW Note”) pursuant to which ARC WingHouse borrowed the funds comprising the Second ARCWH Deposit. Interest accrues under the SW Note at a rate of five percent (5%) per annum. The entire outstanding principal balance of the SW Note plus all accrued interest is due and payable in full on the earliest to occur of: (i) the first anniversary of the date of the SW Note, (ii) the merger or sale of substantially all the membership interest or assets of ARC WingHouse, and (iii) the liquidation, dissolution or winding up of ARC WingHouse. After April 11, 2020, but no sooner than City National Bank receives ARC WingHouse’s audited financial statements for the year ended December 31, 2019 and ARC WingHouse’s quarterly financial statements for the quarter end March 30, 2020, so long as ARC WingHouse is in compliance with the financial covenants contained in the Loan Agreement and no event of default has occurred, City National Bank, upon the request of ARC WingHouse, will disburse certain amounts to pay down the SW Note. The CNB Note is secured, in part, by that that certain Security Agreement, dated October 11, 2019, executed by ARC WingHouse in favor of City National Bank (as the same may be amended or modified from time to time, the “Security Agreement”), granting City National Bank a lien and security interest in and to all assets owned by ARC WingHouse. In addition, the Company entered into a Negative Pledge Agreement, dated October 11, 2019, pursuant to which the Company agreed not to: (i) sell, transfer, assign or lease any of its assets, except for the transfer or sale of assets in the ordinary course of business for at least equal consideration, (ii) create, incur, assume or suffer to exist certain types of liens on its assets, (iii) enter into any agreement with any person other than City National Bank which prohibits or limits the ability of the Company to create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien or other encumbrance upon any of its assets, and (iv) create, incur, assume or suffer to exist certain types of indebtedness. In connection with the completion of the Loan, Seenu G. Kasturi executed a guaranty in favor of City National Bank guaranteeing all of ARC WingHouse’s obligations under the CNB Note, the Loan Agreement and the other loan documents executed in connection therewith. On October 11, 2019, ARC WingHouse entered into an agreement (the “WH Assignment Agreement”) with Soaring Wings and Store Master Funding IX, LLC, a Delaware limited liability company (“Store Master Funding”), pursuant to which Soaring Wings assigned all of its rights and obligations under that certain master lease agreement, dated January 31, 2017 between Store Master Funding and Soaring Wings (the “WH Master Lease”) to ARC WingHouse. Under the WH Master Lease, ARC WingHouse leased properties from Store Master Funding upon which 14 restaurants acquired in the WingHouse Acquisition are located (collectively, the “WH Properties”). The initial term of the lease expires on January 31, 2032. The Company has the option to extend the term of the lease for four additional successive periods of five years each. The aggregate base annual rent is $2,041,848 and is subject to increases commencing February 1, 2022 and every five years thereafter in an amount equal to the lesser of: (i) 10%, or (ii) 1.3 times the change in the Consumer Price Index. The Company is responsible for all costs and obligations relating to the WH Properties. The acquisition of WingHouse was accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed as reflected in the Company’s condensed consolidated financial statements, the guidance in ASC Topic 820, Fair Value Measurements and Disclosures The assets acquired and liabilities assumed were comprised of the following as of October 11, 2019: Accounts receivable (trade) $ 195,982 Inventory 745,732 Prepaid expenses 962,390 Favorable lease asset 163,838 Intangible assets 5,380,000 Goodwill 11,246,741 Fixed assets 5,472,583 Total assets acquired 24,167,264 Accounts payable and other current liabilities (5,537,935 ) Total liabilities assumed (5,537,938 ) Net assets acquired with note payable and deferred compensation liability $ 18,629,329 The estimates of fair values recorded are Level 3 inputs that have been determined by management based upon various market and income analyses and recent asset appraisals. The Company made certain adjustments to the amounts initially allocated to intangible assets and accounts payable and other current liabilities after evaluating additional information that was present on the date the acquisition was completed. The following table summarizes certain financial information for the years ended December 31, 2019 and 2018 contained in the Company’s consolidated financial statements and certain unaudited pro forma financial information for the years ended December 31, 2019 and 2018 as if the acquisition of WingHouse had occurred on January 1, 2018: Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 72,983,613 $ 70,145,206 Loss from continuing operations (4,675,326 ) (2,702,736 ) Net loss (5,657,696 ) (2,251,023 ) Net loss per share – basic & fully diluted $ (0.76 ) $ (0.33 ) The results of operations for WingHouse were included in the Company’s results of operations beginning October 11, 2019. The actual amounts of revenue and net loss for WingHouse that were included in the Company’s consolidated statements of operations for the year ended December 31, 2019 were $11,929,593 and $1,394, respectively. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated on January 1, 2018 or of the future results of the combined entities. For additional information about the Company’s acquisition of WingHouse, please refer to the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2019. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory Inventory was comprised of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Food $ 423,247 $ 120,426 Beverages 423,724 90,599 Total $ 846,971 $ 211,025 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7. Property and Equipment, Net Property and equipment was comprised of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Land, buildings and improvements $ -0- $ 11,500,000 Leasehold improvements 5,356,598 323,500 Furniture, fixtures and equipment 6,310,652 1,021,735 Subtotal 11,667,250 12,845,235 Less: accumulated depreciation (4,005,394 ) (307,733 ) Total $ 7,661,856 $ 12,537,502 The land, buildings and improvements of $11,500,000 included within property and equipment at December 31, 2018 consisted of gross assets acquired on a capital lease. On January 1, 2019, in connection with the adoption of ASC Topic 842, the Company determined that the lease was a financing lease and recorded a right-of-use asset and lease liability for the lease, reversing the capital lease asset and capital lease obligation previously recognized. Depreciation expense was $611,937 and $252,914 during the years ended December 31, 2019 and 2018, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8. Intangible Assets The Company acquired various intangible assets in connection with the acquisition of Fat Patty’s on August 30, 2018. Intangible assets associated with Fat Patty’s consisted of a tradename valued at $770,000 and a non-compete agreement valued at $18,840 for a total of $788,840 on August 30, 2018. The Company also acquired intangible assets in connection with the acquisition of WingHouse on October 11, 2019. Intangible assets associated with WingHouse consisted of a tradename valued at $5,380,000 on October 11, 2019. The Company amortizes the Fat Patty’s non-compete agreement on a straight-line basis over the expected period of benefit, which is five years. The tradenames have an indefinite life and are not subject to amortization but tested for impairment on an annual basis. The Company recognized $3,768 and $2,275 of amortization expense on the non-compete agreement during the years ended December 31, 2019 and 2018. Accordingly, the Company had total intangible assets of $6,162,797 and $786,565 at December 31, 2019 and 2018. The following table presents the future amortization expense to be recognized from the Company’s intangible assets at December 31, 2019: Year Amortization Expense to be Recognized 2020 $ 3,768 2021 3,768 2022 3,768 2023 1,493 2024 — Thereafter — Total $ 12,797 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 9. Goodwill Changes in the carrying amount of goodwill during fiscal years 2020 and 2019 are summarized as follows: Balance at December 31, 2018 $ -0- Acquisition of WingHouse 11,246,741 Balance at December 31, 2019 $ 11,246,741 The company didn’t have any goodwill outstanding at December 31, 2018 and 2017 or during the years then ended. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements On December 19, 2016, the Company acquired all of the issued and outstanding membership interests of Seediv, LLC, a Louisiana limited liability company (“Seediv”), from Seenu G. Kasturi for $600,000 and an earn-out payment. Seediv is the owner and operator of the Dick’s Wings & Grill restaurant located at 100 Marketside Avenue, Suite 301, in the Nocatee development in Ponte Vedra, Florida (the “Nocatee Restaurant”) and the Dick’s Wings & Grill restaurant located at 6055 Youngerman Circle in Argyle Village in Jacksonville, Florida (the “Youngerman Circle Restaurant”; together with the Nocatee Restaurant, the “Nocatee and Youngerman Circle Restaurants”). In connection with the acquisition of Seediv, the Company agreed to pay contingent consideration in the form of an earn-out payment. The Company determined that the fair value of the liability for the contingent consideration was estimated to be $20,897 at the acquisition date. The Company determined the fair value of the contingent consideration based on a probability- weighted approach derived from earn-out criteria estimates and a probability assessment with respect to the likelihood of achieving the earn-out criteria. The measurement was based upon significant inputs not observable in the market, including internal projections and an analysis of the target markets. The resultant probability-weighted contingent consideration was discounted using a discount rate based upon the weighted-average cost of capital. As of December 31, 2017, the Company calculated the earnout payment in accordance with the provisions of the membership interest purchase agreement and determined that the earnout payment was $199,682. The Company recognized additional Seediv compensation expense in the amount of $178,785 during the year ended December 31, 2017 in connection with the earnout payment and the liability for the contingent consideration was increased by $178,785 to $199,682 at December 31, 2017. The Company made payments in the amount of $144,326 to Mr. Kasturi with respect to the earnout payment during the year ended December 31, 2018. The Company did not make any payments to Mr. Kasturi during the year ended December 31, 2019. Accordingly, the outstanding balance of contingent consideration was $55,356 at December 31, 2019 and 2018, respectively. The following table presents the contingent consideration recorded by the Company in connection with the acquisition of Seediv within the fair value hierarchy utilized to measure fair value on a recurring basis at December 31, 2019 and 2018, respectively: Level 1 Level 2 Level 3 December 31, 2019 $ — $ 55,356 $ — December 31, 2018 $ — $ 55,356 $ — The earnout payment was to be calculated based on the earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Nocatee and Youngerman Circle Restaurants during the year ended December 31, 2017. As of December 31, 2017, the EBITDA for the Nocatee and Youngerman Circle Restaurants was utilized to compute the ending contingent consideration liability. As a result, the fair value measurement of the contingent consideration represented a Level 2 fair value measurement at December 31, 2019 and 2018 because it was based on other significant observable inputs. The Company’s other financial instruments consist of cash and cash equivalents, accounts and ad fund receivables, notes receivable, operating and financing lease right-of-use assets and liabilities, accounts payable, accrued expenses and notes payable. The estimated fair values of the cash and cash equivalents, accounts and ad fund receivables, notes receivable, accounts payable, accrued expenses and notes payable (and the related beneficial conversion feature associated with the notes payable) approximate their respective carrying amounts due to the short-term maturities of these instruments. The estimated fair value of the financing and operating lease right-of-use assets and liabilities approximated their respective carrying amounts as the interest rate used in calculating the right-of-use-assets and liabilities approximated the interest rate on the outstanding debt. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Notes Receivable | Note 11. Notes Receivable In June 2016, the Company made a loan to one of its franchisees under a promissory note in the aggregate original principal amount of $25,000. In July 2016, the Company made an additional loan to the same franchisee under a line of credit agreement for an aggregate original principal amount of up to $28,136. In September 2016, the Company made an additional loan to the same franchisee under a second line of credit agreement for an aggregate original principal amount of up to $25,000. The loan under the promissory note is for a term of two years, is payable in monthly installments beginning January 1, 2017, and accrues interest at a rate of 5% per annum beginning September 1, 2016. The loan under the $28,136 line of credit agreement was for a term of two years, was payable in monthly installments beginning January 1, 2017, and did not require the payment of any interest. The loan was repaid in full during the year ended December 31, 2017. The loan under the $25,000 line of credit agreement is for a term of two years, is payable in monthly installments beginning January 1, 2017 and accrues interest at a rate of 5% per annum beginning October 1, 2016. A total of $414 was outstanding under the loan at December 31, 2018. The loan was repaid in full during the year ended December 31, 2019. Interest in the aggregate amount of $2 and $715 accrued and was paid in full under the loans during the years ended December 31, 2019 and 2018, respectively. No accrued interest was outstanding under the loans at December 31, 2019 and 2018. In October 2017, the Company made a loan to one of its franchisees in the aggregate original principal amount of $7,659. The loan is due and payable in full on December 1, 2020, is payable in monthly installments beginning January 1, 2018, and does not require the payment of any interest. A total of $2,340 and $5,106 of principal was outstanding under the loan at December 31, 2019 and 2018, respectively. In June 2019, the Company made a loan to one of its franchisees in the aggregate original principal amount of $15,000. The loan is due and payable in monthly installments with an initial payment of $2,000 due July 1, 2019, followed by six monthly payments of $2,000 due on the 27 th th The carrying value of the Company’s outstanding notes receivable was $2,340 and $5,520 at December 31, 2019 and 2018, respectively, all of which was due from unrelated third parties. All of the notes receivable outstanding at December 31, 2019 were classified as short-term notes receivable, and $2,967 and $2,553 were classified as short-term and long-term notes receivable, respectively, at December 31, 2018. The Company generated interest income of $2 and $715 during the years ended December 31, 2019 and 2018, respectively. The Company did not have any interest receivable outstanding at December 31, 2019 and 2018. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 12. Debt Obligations In September 2013, the Company entered into a loan agreement with Blue Victory Holdings, Inc., a Nevada corporation (“Blue Victory”), pursuant to which Blue Victory agreed to extend a revolving line of credit facility to the Company for up to $1,000,000. In March 2017, the Company entered into an amendment to the loan agreement with Blue Victory to reduce the maximum amount of funds available under the credit facility from $1,000,000 to $50,000. The credit facility is unsecured, accrues interest at a rate of 6% per annum, and will terminate upon the earlier to occur of the fifth anniversary of the loan agreement or the occurrence of an event of default. The outstanding principal balance of the credit facility and any accrued and unpaid interest thereon are payable in full on the termination date. All loan requests are subject to approval by Blue Victory. Loans may be prepaid by the Company without penalty and borrowed again at any time prior to the termination date. Blue Victory has the right to convert all or any portion of the outstanding principal of the credit facility, together with accrued interest payable thereon, into shares of common stock at a conversion rate equal to: (i) the closing price of the common stock on the date immediately preceding the conversion date if the common stock is then listed on the OTCQB or a national securities exchange, (ii) the average of the most recent bid and ask prices on the date immediately preceding the conversion date if the common stock is then listed on any of the tiers of the OTC Markets Group, Inc., or (iii) in all other cases, the fair market value of the common stock as determined by the Company and Blue Victory. The Company did not borrow any funds under the credit facility during the years ended December 31, 2019 and 2018, and there was no principal outstanding under the credit facility at December 31, 2019 and 2018. The Company entered into an unsecured loan with Blue Victory during the year ended December 31, 2017. Interest accrues at a rate of six percent (6%) per annum. The entire outstanding principal balance of the CNB Note plus all accrued interest is due and payable on demand by Blue Victory. The amount of principal outstanding under the loan was $30,503 at December 31, 2017. The Company borrowed $277,707 and repaid $71,877 under the loan during the year ended December 31, 2018. Accordingly, the amount of principal outstanding under the loan was $236,333 at December 31, 2018. The Company borrowed $2,616,870 and repaid $1,742,907 under the loan during the year ended December 31, 2019. Accordingly, the amount of principal outstanding under the loan was $1,110,296 at December 31, 2019. The Company recognized $23,744 of interest expense under the loan during years ended December 31, 2019. On August 30, 2018, the Company entered into a secured convertible promissory note with Seenu G. Kasturi pursuant to which the Company borrowed $622,929 to help finance the Fat Patty’s Acquisition. A description of the note is set forth herein under Note 4. Acquisition of Fat Patty’s. On October 11, 2019, ARC WingHouse entered into the Loan Agreement with City National Bank pursuant to which the Company borrowed $12,250,000 to help fund the acquisition of the WingHouse Concept. In connection therewith, ARC WingHouse issued the CNB Note in favor of City in the amount of $12,250,000. A description of the Loan Agreement and CNB Note is set forth herein under Note 5. Acquisition of WingHouse In addition, on October 11, 2019, ARC WingHouse issued the KCT Note in favor of the Kasturi Children’s Trust in the amount of $1,250,000 pursuant to which ARC WingHouse borrowed the funds comprising the First ARCWH Deposit. A description of the KCT Note is set forth herein under Note 5. Acquisition of WingHouse In addition, on October 11, 2019, ARC WingHouse issued the SW Note in favor of Soaring Wings in the amount of $1,000,000 pursuant to which ARC WingHouse borrowed the funds comprising the Second ARCWH Deposit. A description of the SW Note is set forth herein under Note 5. Acquisition of WingHouse On October 11, 2019, the Company and ARC WingHouse jointly issued a promissory note in favor of Soaring Wings in the amount of $792,100 pursuant to which the Company and ARC WingHouse agreed to repay funds utilized by Soaring Wings to pay various accrued but unpaid expenses of ARC WingHouse (the “Second SW Note”; together with the First SW Note, the “SW Notes”). Interest accrues under the Second SW Note at a rate of nine percent (9%) per annum commencing May 1, 2020. The entire outstanding principal balance of the Second SW Note plus all accrued interest is due and payable on December 31, 2020. No payments were made by the Company or ARC WingHouse under the Second SW Note during the year ended December 31, 2019. Accordingly, the full principal amount of the SW Note remained outstanding at December 31, 2019. The Company did not recognize any interest expense under the loan during year ended December 31, 2019. The carrying value of the Company’s outstanding notes payable, net of unamortized discount of $153,865 and $145,290 at December 31, 2019 and December 31, 2018, respectively, and excluding financing and operating lease liabilities, was $16,528,506 and $720,178 at December 31, 2019 and 2018, respectively. Of these amounts, $5,974,745 and $10,553,761 were classified as short-term and long-term notes payable at December 31, 2019. All of the notes payable outstanding at December 31, 2018 were short-term notes payable. The company incurred $207,033 and $18,751 of interest expense on its notes payable during the years ended December 31, 2019 and 2018, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 13. Leases The Company leases certain office space, land, buildings and equipment. The Company’s lease agreements for equipment are immaterial in amount, both individually and collectively. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants, and none of the Company’s lease agreements include options to purchase the leased property. The Company does not have any significant leases that have not yet commenced that create significant rights and obligations for the Company. The Company elected the practical expedient under ASC 842 to not separate lease and non-lease components. Most of the Company’s lease agreements have fixed rental payments. Certain of the Company’s lease agreements include fixed rental payments that are adjusted periodically based on rate or are based in part on a percentage of sales. P ayments based on a percentage of sales is not considered in the determination of lease payments for purposes of measuring the related lease liability. The following table sets forth information about the Company’s operating and financing lease assets and liabilities included in its condensed consolidated balance sheet as of December 31, 2019: Classification on the Condensed Consolidated Balance Sheet December 31, 2019 Assets Operating lease right-of-use assets Right-of-use assets $ 45,420,680 Financing lease right-of-use assets Right-of-use assets 10,175,399 Total right of use assets $ 55,596,079 Liabilities Current liabilities: Operating lease liability Current operating lease liabilities $ 580,646 Financing lease liability Current portion of other long-term liabilities 202,944 Non-current liabilities: Operating lease liabilities, net of current portion Operating lease liabilities 44,857,127 Financing lease liabilities, net of current portion Other long-term liabilities 11,007,202 Total lease liabilities $ 56,647,919 The following table sets forth the supplemental cash flow information related to the Company’s leases for the year ended December 31, 2019: Year Ended December 31, 2019 Cash paid for amounts included in the measurement Operating cash flows from operating leases $ 1,075,257 Operating cash flows from financing leases 706,226 Financing cash flows from financing leases 575,639 The following table sets forth the components of lease costs related to the Company’s leases for the year ended December 31, 2019: Year Ended December 31, 2019 Operating lease costs $ 1,256,680 Financing lease costs: Amortization of right-of-use assets $ 575,639 Interest on lease liabilities 706,226 Total financing lease costs $ 1,281,865 The following table shows certain information related to the weighted-average remaining lease terms and the weighted-average discount rates for our operating and financing leases: Weighted Average Remaining Lease Term Weighted Average Discount Rate (in years) (annual) Operating leases 10.63 7.80 % Financing leases 18.68 8.00 % The following table sets forth the maturity of our operating and financing leases liabilities as of December 31, 2019: Operating Leases Financing Leases Year Ended December 31, 2020 $ 3,914,645 $ 897,425 2021 3,986,799 913,130 2022 4,223,585 929,110 2023 4,110,365 945,369 2024 3,986,342 961,913 Thereafter 64,331,469 14,962,120 Total lease payments 84,553,205 19,609,066 Less: imputed interest (39,115,432 ) (8,398,921 ) Total $ 45,437,773 $ 11,210,146 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Note 14. Capital Stock The Company’s authorized capital consisted of 100,000,000 shares of Class A common stock, par value $0.01 per share, at December 31, 2019 and 2018, respectively, of which 7,429,621 and 6,680,065 shares of common stock were outstanding at December 31, 2019 and 2018, respectively, 1,000,000 shares of Series A convertible preferred stock, par value $0.01 per share, at December 31, 2019 and 2018, of which 449,581 shares were outstanding at December 31, 2019 and 2018, and 2,500,000 shares of Series B convertible preferred stock, $0.01 par value per share, none of which was outstanding at December 31, 2019 and 2018. In January 2018, the Company issued a total of 5,625 shares of its common stock to certain of its franchisees as incentive compensation. The shares were valued at a price per share equal to the closing price of the Company’s common stock on the OTCQB on the date of grant. The Company recognized $9,000 of stock compensation expense in connection therewith during the year ended December 31, 2018. In June 2018, the Company’s board of directors created Series A convertible preferred stock and authorized 1,000,000 shares of Series A convertible preferred stock, par value $0.01 per share, for issuance. Each share of Series A convertible preferred stock is entitled to 100 votes per share and is convertible into one share of the Company’s common stock at a conversion price of $0.75 per share of common stock. The conversion price may be paid in cash, through a reduction in the number of shares of common stock received, or by other methods approved by the board of directors. In the event any shares of the Series A convertible preferred stock are transferred by the holder thereof, such shares immediately and automatically convert into shares of common stock with the conversion price being paid by the recipient through a reduction in the number of shares of common stock received. The Series A convertible preferred stock is treated pari passu In May 2018, the Company issued a stock option to an employee that is exercisable into 30,000 shares of common stock. The shares were valued on the date of grant by using the Black- Scholes pricing model. The Company recognized $10,002 of stock compensation expense during the year ended December 31, 2018 in connection with the vesting of the option. In February 2019, the stock option terminated in its entirety upon the termination of the employee’s employment with the Company. In connection therewith, the stock compensation previously recognized by the Company during the year ended December 31, 2018 was reversed during the year ended December 31, 2019. In May 2018, the Company provided an employee with the right to receive $33,000 in cash or 20,000 shares of shares of the Company’s common stock on May 15, 2021. The shares were valued at a price per share equal to the closing price of the Company’s common stock on the OTCQB on the date of grant and remeasured as of December 31, 2018. In accordance with ASC 718, as the employee is able to settle the right in either cash or common stock, the Company recognized $6,254 of stock compensation expense in connection therewith during the year ended December 31, 2018 and recorded a corresponding liability which has been recorded in accounts payable and accrued expenses within the Company’s consolidated balance sheet. In February 2019, the right terminated in its entirety upon the termination of the employee’s employment with the Company. In connection therewith, the stock compensation previously recognized by the Company during the year ended December 31, 2018 was reversed during the year ended December 31, 2019. In June 2018, the Company entered into a securities purchase agreement with Seenu G. Kasturi pursuant to which the Company issued Mr. Kasturi 449,581 shares of Series A convertible preferred stock in exchange for 449,581 shares of common stock held by Mr. Kasturi. Upon receipt of the shares of common stock from Mr. Kasturi, the shares were retired and restored to the status of authorized and unissued shares of common stock. Accordingly, the number of shares of common stock outstanding immediately after the transaction was completed decreased from 6,974,008 shares to 6,524,427 shares. No expense was recognized by the Company during the year ended December 31, 2018 in connection with the transaction. In August 2018, the Company entered into an agreement with Crescendo Communications, LLC to provide investor relations services to the Company. Under the terms of the agreement, the Company agreed to pay the firm $12,250 and issue 3,500 shares of common stock to the firm upon the execution of the agreement as compensation for services to be performed during the months of August and September 2018. The Company agreed to pay the firm $7,000 and issue 1,500 shares of common stock each month thereafter during the remainder of the term of the agreement. The Company recognized $22,722 of stock compensation expense under the agreement during the year ended December 31, 2019. In September 2018, the Company entered into an agreement with Maxim to provide investment banking and mergers and acquisition services to the Company for a term of one year. Under the terms of the agreement, the Company agreed to pay Maxim $7,500 per month during the term of the agreement and issue 125,000 shares of common stock to Maxim upon the execution of the agreement. The Company recognized $245,000 of stock compensation expense under the agreement during the year ended December 31, 2018. The Company recognized $40,647 of stock compensation expense during the year ended December 31, 2018 in connection with the vesting of the shares of common stock earned by Mr. Kasturi on January 1, April 1, July 1 and October 1, 2018 under the employment agreement that he was then a party to with the Company. The Company also recognized $13,353 of stock compensation expense during the year ended December 31, 2018 in connection with the vesting of the shares of common stock to be earned by Mr. Kasturi on January 1, 2019 under the employment agreement that he was then a party to with the Company. This amount was credited to stock subscriptions payable at December 31, 2018. The Company recognized $147 of stock compensation expense during the year ended December 31, 2019 in connection with the vesting of 10,706 shares of common stock earned by Seenu G. Kasturi, who is the Company’s Chief Executive Officer, on January 1, 2019 under the employment agreement that he was then a party to with the Company. In January 2019, the Company issued a restricted stock award to Seenu G. Kasturi, who is the Company’s Chief Executive Officer, pursuant to the terms of a new employment agreement that the Company entered into with him. The Company recognized $195,329 of stock compensation expense in connection therewith during the year ended December 31, 2019. A description of the new employment agreement and restricted stock award is set forth herein under Note. 16 – Commitments and Contingencies – Employment Agreements – Seenu G. Kasturi In January 2019, the Company commenced a private offering of up to 5,000,000 units, each unit comprised of one share of common stock and one warrant to purchase one share of common stock, at a purchase price of $1.40 per unit (the “Offering”). Each warrant was exercisable for a term of five years at an exercise price of $1.55 per share, subject to adjustment. The units were being offered without registration under the Securities Act of 1933, as amended (“Securities Act”), solely to persons who qualify as accredited investors, as that term is defined in Rule 501 of Regulation D under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. The Company retained Maxim Group, LLC (“Maxim”) to serve as its placement agent for the Offering. The Company agreed to Maxim a placement fee equal to 7% of the aggregate gross proceeds raised in the Offering and warrants exercisable for a term of five years to purchase 4% of the number of shares of common stock included in the units sold in the Offering at an exercise price of $1.55 per share. The Offering could have been increased by up to an additional $1,000,000 at the mutual discretion of the Company and the placement agent. The initial closing of the Offering was conditioned, among other things, on the Company’s acceptance of subscriptions for at least $500,000 of units and the closing of the Company’s agreement to purchase all of the membership interests in SDA Holdings. Net proceeds, if any, from the Offering were to be used to fund the deferred portion of the purchase price for the Company’s acquisition of Fat Patty’s, future payments to the persons that owned Tilted Kilt prior to SDA Holdings, and the repayment of the loan made by Seenu G. Kasturi to help fund the acquisitions of Fat Patty’s and Tilted Kilt, and the balance for general corporate purposes. The Offering was originally contemplated to terminate on March 31, 2019, unless extended by the Company and the placement agent to a date not later than May 31, 2019. On March 31, 2019, the Company extended the offering until May 31, 2019. No securities were sold in the Offering. In April 2019, the Company granted a restricted stock award to Alex Andre, who is the Company’s Chief Financial Officer, for a total of 225,000 shares of the Company’s common stock. The shares vest in three equal annual installments commencing on April 30, 2020. The Company recognized $69,855 of stock compensation expense in connection therewith during the year ended December 31, 2019. In April 2019, the Company revised the terms of the Offering. As revised, the Offering covers the sale of up to 1,785,715 units, each unit comprised of one share of Series B convertible preferred stock (the “Shares”) and one warrant to purchase one share of common stock at a purchase price of $1.40 per unit, for an aggregate offering price of $2,500,000. Each warrant was exercisable for a term of five years at an exercise price equal to the lesser of: (i) $1.70 per share, and the greater of: (ii) one hundred twenty percent (120%) of the conversion price of the Shares and $0.28 per share, subject to adjustment. The units were being offered without registration under the Securities Act solely to persons who qualify as accredited investors, as that term is defined in Rule 501 of Regulation D under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. The Company retained Maxim and Joseph Gunnar & Co., LLC to serve as its placement agents for the Offering. The Company agreed to pay the placement agents an aggregate placement fee equal to 7% of the aggregate gross proceeds raised in the Offering and warrants exercisable for a term of five years to purchase that number of shares of common stock equal to 7% of the number of Shares issued in the Offering and 7% of the number of shares of common stock underlying the warrants issued in the Offering at an exercise price of $1.70 per share. The Offering could have been increased by up to an additional $1,000,000 at the mutual discretion of the Company and Maxim. The Offering was set to terminate on April 30, 2019, unless extended by the Company and Maxim to a date not later than May 31, 2019. On April 30, 2019, the Company extended the Offering to May 31, 2019. The initial closing of the Offering was conditioned, among other things, on the Company’s acceptance of subscriptions for at least $500,000 of Units and the closing of the Company’s agreement to purchase all of the membership interests in SDA Holdings, the sole owner of the entities which own Tilted Kilt. The net proceeds, if any, from the Offering were be used to fund the partial repayment of the loan made by Seenu G. Kasturi, who is the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of its board of directors, to SDA Holdings to help fund SDA Holding’s acquisition of Tilted Kilt. In connection therewith, on April 17, 2019, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock with the Secretary of State of Nevada designating 2,500,000 shares of the Company’s authorized but unissued shares of preferred stock, $0.01 par value per share, as Series B convertible preferred stock. The Series B convertible preferred stock has a stated value of $1.40 per share. In the event that the Company is liquidated, dissolved, effects certain mergers or consolidations, transfers all or substantially all of its assets, or completes certain other significant transactions, holders of the Series B convertible preferred stock are entitled to receive, in preference to holders of the Company’s common stock and the Company’s Series A convertible preferred stock, an amount per share equal to the greater of (i) $1.40 plus any declared and unpaid dividends thereon, and (ii) the amount per share such holder would receive if such holder converted such shares of Series B convertible preferred stock into shares of common stock at a conversion price of $1.40, subject to adjustment. Upon the completion of a firm commitment underwritten public offering (a “Qualified Public Offering”) of the Company’s common stock and concurrent listing of the Company’s common stock on the Nasdaq Stock Market, NYSE or NYSE MKT within 12 months after the final closing of the Offering, each share of Series B convertible preferred stock will automatically convert into the securities issued by the Company in the Qualified Public Offering (the “Conversion Securities”) at a conversion price equal to the lesser of: (a) $1.40 per share, and (b) the greater of: (i) 70% of the public offering price of the Conversion Securities, and (ii) $0.28 per share (the “Conversion Price”), subject to adjustment. The Conversion Price is subject to adjustment for stock splits, stock dividends, or the reclassification of the common stock. In the event that the Company does not complete a Qualified Public Offering within 12 months after the final closing of the Offering or does not file with the SEC the audited financial statements and other financial information required to be filed in connection with the Company’s acquisition of the Fat Patty’s restaurant concept on August 30, 2018 or in connection with the Company’s proposed acquisition of the Tilted Kilt within four months after the final closing of the Offering, the Company will be required to repurchase all Shares issued in the Offering for a purchase price of $1.75 per share. The Series B convertible preferred stock participates, on an as-converted to common stock basis, in any dividends declared or paid on common stock and votes together with holders of common stock, on an as-converted to common stock basis, on all matters presented to holders of common stock. The Company cannot undertake certain corporate actions without approval of the holders of a majority of the issued and outstanding shares of Series B convertible preferred stock. The Offering terminated on May 31, 2019. No securities were sold in the Offering. In October 2019, the Company issued the Put Option to Soaring Wings as partial consideration for the Acquisition. A description of the Put Option is set forth herein under Note 5. Acquisition of WingHouse In November 2019, the Company granted a restricted stock award to Joseph Dominiak, who is the Company’s Chief Operating Officer, for a total of 100,000 shares of the Company’s common stock. The shares vest in three annual installments of 33,333 shares, 33,333 shares and 33,334 shares commencing on April 30, 2020. The Company recognized $4,739 of stock compensation expense in connection therewith during the year ended December 31, 2019. In December 2019, the Company issued 15,000 shares of its common stock to Blue Victory as payment for various outstanding payables. The shares were valued at a price per share equal to the closing price of the Company’s common stock on the OTCQB on the date of grant. The Company did not recognize any stock compensation expense in connection therewith during the year ended December 31, 2019. In December 2019, the Company issued a total of 8,850 shares of its common stock to certain of its franchisees as incentive compensation. The shares were valued at a price per share equal to the closing price of the Company’s common stock on the OTCQB on the date of grant. The Company recognized $11,063 of stock compensation expense in connection therewith during the year ended December 31, 2019. The Company recognized a total of $285,150 and $329,688 for stock compensation expense during the years ended December 31, 2019 and 2018, respectively. The Company had a total of $3,024,822 and $15,453 of stock subscription payable outstanding at December 31, 2019 and 2018, respectively. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Stock Options and Warrants [Abstract] | |
Stock Options and Warrants | Note 15. Stock Options and Warrants The Company issued one stock option during the year ended December 31, 2018. The stock option was exercisable into 30,000 shares of common stock at an exercise price of $1.49 and vested in three equal annual installments commencing on the first anniversary of the date of issuance. The shares were valued on the date of grant by using the Black-Scholes pricing model in accordance with the provisions of ASC Topic 718. This stock option was the only stock option outstanding at December 31, 2018. In February 2019, the stock option terminated in its entirety. The Company did not issue any stock options or warrants exercisable into shares of the Company’s common stock during the year ended December 31, 2019, and no stock options or warrants were exercised during the years ended December 31, 2019 and 2018. There were no stock options or warrants outstanding at December 31, 2019. |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans | Note 16. Stock Compensation Plans American Restaurant Concepts, Inc. 2011 Stock Incentive Plan In August 2011, the Company adopted the American Restaurant Concepts, Inc. 2011 Stock Incentive Plan. Under the plan, 1,214,286 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards. As of December 31, 2019, 142,858 shares of the Company’s common stock remained available for issuance under the plan. The plan terminates in August 2021. On August 18, 2011, the Company filed a registration statement on Form S-8, File No. 333-176383, with the SEC covering the public sale of all 1,214,286 shares of common stock available for issuance under the plan. ARC Group, Inc. 2014 Stock Incentive Plan In June 2014, the Company adopted the ARC Group, Inc. 2014 Stock Incentive Plan. Under the plan, 1,000,000 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards. As of December 31, 2019, all 1,000,000 shares of the Company’s common stock remained available for issuance under the plan. The plan terminates in June 2024. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Employment Agreements Seenu G. Kasturi On January 18, 2017, the Company appointed Seenu G. Kasturi as its President, Chief Financial Officer and Chairman of its board of directors. In connection therewith, on January 18, 2017, the Company entered into an employment agreement with Mr. Kasturi to serve as the President and Chief Financial Officer of the Company. The employment agreement was for an initial term of three years with automatic one-year renewals thereafter unless earlier terminated or not renewed as provided therein. Under the terms of the employment agreement, Mr. Kasturi was paid annual compensation in the amount of $80,000 per year, consisting of: (i) an initial annual base salary of $26,000, and (ii) equity awards equal in value to $54,000 per year. Mr. Kasturi was eligible to receive increases in salary on January 1 st On January 2, 2019, the Company appointed Seenu G. Kasturi as its Chief Executive Officer. As a result of the appointment, Mr. Kasturi then served as the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of its board of directors. In connection therewith, on January 2, 2019, Mr. Kasturi resigned as the Company’s President and Richard W. Akam resigned as the Company’s Chief Executive Officer. Mr. Akam continues to serve as the Company’s Chief Operating Officer and Secretary. On January 2, 2019, the Company entered into an amended and restated employment agreement with Mr. Kasturi to serve as the Chief Executive Officer and Chief Financial Officer of the Company. The agreement is for an initial term of three years with automatic one-year renewals thereafter unless earlier terminated or not renewed as provided therein. Under the terms of the agreement, Mr. Kasturi will be paid an initial annual base salary in the amount of $350,000. Mr. Kasturi will be eligible to receive increases in salary on January 1 st Pursuant to the terms of the new employment agreement, the Company entered into a restricted stock award agreement with Mr. Kasturi pursuant to which the Company granted 390,000 shares of the Company’s common stock to Mr. Kasturi. The shares vest in accordance with the following schedule: (i) 130,000 shares on March 31, 2019; (ii) 130,000 shares on March 31, 2020; and (iii) 130,000 shares on March 31, 2021. In the event the Company terminates the employment of Mr. Kasturi without “cause”, as such term is defined in the employment agreement, his restricted stock award will vest in full immediately. In the event Mr. Kasturi’s employment with the Company terminates by reason of death or “disability”, as such term is defined in the employment agreement, or if the Company terminates Mr. Kasturi’s employment for “cause”, as such term is defined in the employment agreement, or if Mr. Kasturi terminates his own employment with the Company, then any shares that have not yet vested will be forfeited to the Company. In the event of certain “changes in control” as such term is defined in the Company’s 2014 Stock Incentive Plan adopted by the Company’s board of directors on June 16, 2014, all restrictions and conditions on any of the shares then outstanding will automatically be deemed terminated or satisfied in full, as applicable, immediately prior to the consummation of the change in control event. Richard W. Akam On January 22, 2013, the Company appointed Richard W. Akam to serve as its Chief Operating Officer. In connection therewith, the Company entered into an employment agreement with Mr. Akam pursuant to which it agreed to pay him an annual base salary of $150,000, subject to annual adjustment and discretionary bonuses, plus certain standard and customary fringe benefits. The initial term of the employment agreement is for one year and automatically renews for additional one-year terms until terminated by Mr. Akam or the Company. The employment agreement provided that, on July 22, 2013, the Company would grant Mr. Akam shares of its common stock equal in value to $50,000 if Mr. Akam was continuously employed by the Company through that date. The number of shares of common stock that the Company would issue to Mr. Akam would be calculated based on the last sales price of the Company’s common stock as reported on the OTCQB on July 22, 2013. The employment agreement also provided that the Company would grant Mr. Akam additional shares of its common stock equal in value to $50,000 on January 1st of each year thereafter if Mr. Akam was continuously employed by the Company through January 1st of the applicable year. The number of shares of common stock that the Company would issue to Mr. Akam for each applicable year would be calculated based on the average of the last sales price of shares of the Company’s common stock as reported on the OTCQB for the month of January of the applicable year. Notwithstanding the above, and in connection therewith, Mr. Akam agreed that the number of shares that may be earned by him under his employment agreement in connection with any particular grant would be equal to the lesser of: (i) 71,429 shares of common stock, or (ii) the number of shares of common stock calculated by dividing $50,000 by the closing price of the Company’s common stock on the day immediately preceding the date the Company’s obligation to issue the shares to him fully accrues. Mr. Akam also agreed that in the event the Company was unable to fulfill its obligation to issue all of the shares earned by him with respect to any particular grant because it did not have enough shares of common stock authorized and available for issuance, (i) Mr. Akam would not require the Company to issue more shares of common stock than are then authorized and available for issuance by the Company, and (i) the Company would be permitted to settle any liability to Mr. Akam created as a result thereof in cash. In the event the Company terminates Mr. Akam’s employment without “cause” (as such term is defined in the employment agreement), Mr. Akam will be entitled to receive the following severance compensation from the Company: (i) if the Company terminates Mr. Akam’s employment during the first year of his employment with the Company, that amount of compensation equal to the salary payable to Mr. Akam during that year, (ii) if the Company terminates Mr. Akam’s employment during the second year of his employment with the Company, that amount of compensation equal to nine months of the salary payable to Mr. Akam during that year, (iii) if the Company terminates Mr. Akam’s employment during the third year of his employment with the Company, that amount of compensation equal to six months of the salary payable to Mr. Akam during that year, and (iv) if the Company terminates Mr. Akam’s employment after the third year of his employment with the Company, that amount of compensation equal to three months of the salary payable to Mr. Akam during the year that such termination occurs. Mr. Akam will not be entitled to receive any severance compensation from the Company if the Company terminates his employment for “cause” or as a result of his disability, or if Mr. Akam resigns from his employment with the Company. The employment agreement also contains customary provisions that provide that, during the term of Mr. Akam’s employment with the Company and for a period of one year thereafter, Mr. Akam is prohibited from disclosing confidential information of the Company, soliciting Company employees and certain other persons, and competing with the Company. On July 31, 2013, the Company appointed Richard Akam as its Chief Executive Officer, Chief Financial Officer and Secretary. The Company and Mr. Akam did not amend the employment agreement in connection with the above appointments, and Mr. Akam did not receive any additional compensation in connection with the above appointments. On August 19, 2013, Richard Akam resigned as the Company’s Chief Financial Officer. Mr. Akam retained his positions as the Company’s Chief Executive Officer, Chief Operating Officer and Secretary. On January 31, 2017, the Company and Richard W. Akam entered into an amendment to the employment agreement. Under the terms of the amendment, the parties confirmed the appointment of Mr. Akam as the Company’s Chief Operating Officer on January 22, 2013 and as the Company’s Chief Executive Officer on July 31, 2013, clarified that Mr. Akam’s monthly base salary after the initial term of the employment agreement may be adjusted from time to time by the Company with Mr. Akam’s consent, removed the provision relating to the grant of shares of the Company’s common stock to Mr. Akam on January 1 st st On January 2, 2019, the Company entered into a Second Amendment to Employment Agreement with Richard W. Akam pursuant to which Mr. Akam resigned as the Company Chief Executive Officer but retained his positions as the Company’s Chief Operating Officer and Secretary. Alex Andre On July 15, 2019, the Company appointed Alex Andre as its Chief Financial Officer. In connection therewith, on July 15, 2019, Seenu G. Kasturi resigned as the Company’s Chief Financial Officer. Mr. Kasturi continued to serve as the Company’s Chief Executive Officer and Chairman of the Company’s board of directors. On July 15, 2019, the Company entered into an employment agreement with Mr. Andre to serve as the Chief Financial Officer of the Company and, upon the completion of all applicable registration and licensing requirements, to serve as the General Counsel of the Company. The employment agreement is for an initial term of three years with automatic one-year renewals thereafter unless earlier terminated or not renewed as provided therein. Under the terms of the agreement, Mr. Andre will be paid an initial annual base salary in the amount of $175,000. On May 1, 2020, Mr. Andre’s salary will increase to $200,000 for the remainder of the employment term. Mr. Andre will be eligible to receive increases in salary on January 1 st st On April 8, 2019, the Company entered into a restricted stock award agreement with Mr. Andre pursuant to which the Company granted 225,000 shares of the Company’s common stock, $0.01 par value per share, to Mr. Andre. The shares vest in accordance with the following schedule: (i) Joseph Dominiak On November 12, 2019, the “Company appointed Joseph Dominiak as its Chief Operating Officer. In connection therewith, on November 12, 2019, Richard W. Akam resigned as the Company’s Chief Operating Officer. On November 6, 2019, the Company entered into an employment agreement with Mr. Dominiak to serve as the Chief Operating Officer of the Company. The employment agreement is for an initial term of three years with automatic one-year renewals thereafter unless earlier terminated or not renewed as provided therein. Under the terms of the agreement, Mr. Dominiak will be paid an initial annual base salary in the amount of $200,000. Beginning January 1, 2021, he will be eligible to receive increases in salary in the discretion of the Company’s board of directors. Mr. Dominiak will be eligible to receive annual bonuses on each anniversary of the Effective Date of up to 20% of his then current base salary in the discretion of the Company’s board of directors. The employment agreement contains customary confidentiality, non-competition and non- solicitation provisions in favor of the Company. On November 12, 2019, pursuant to the terms of the employment agreement, the Company entered into a restricted stock award agreement with Mr. Dominiak under which the Company granted 100,000 shares of the Company’s common stock, $0.01 par value per share, to Mr. Dominiak. The shares vest in accordance with the following schedule: (i) 33,333 shares on November 12, 2020; (ii) 33,333 shares on November 12, 2021; and (iii) 33,334 shares on November 12, 2022. In the event the Company terminates the employment of Mr. Dominiak without “cause”, as such term is defined in Section 4(c) of the employment agreement, then all shares that would have vested within the following 12 months had the Executive continued to be employed by the Company during such period shall immediately vest in full. In the event Mr. Dominiak’s employment with the Company terminates by reason of death or “disability”, as such term is defined in Section 4(b) of the employment agreement, or if the Company terminates Mr. Dominiak’s employment for “cause”, as such term is defined in Section 4(c) of the employment agreement, or if Mr. Dominiak terminates his own employment with the Company, then any shares that have not yet vested shall be forfeited to the Company. In the event of certain “changes in control” as such term is defined in the Company’s 2014 Stock Incentive Plan adopted by the Company’s board of directors on June 16, 2014, all restrictions and conditions on any of the shares then outstanding shall automatically be deemed terminated or satisfied in full, as applicable, immediately prior to the consummation of the change in control event. Leases The Company is a party to numerous operating and financing leases. A general description of the leases is set forth herein under Note 13. Leases Acquisition of Fat Patty’s Acquisition of WingHouse. Sponsorship Agreements In July 2013, the Company entered into a three-year sponsorship agreement with the Jacksonville Jaguars, LLC, a Delaware limited liability company (the “Jacksonville Jaguars”), and, in connection therewith, in August 2013, entered into a subcontractor concession agreement with Levy Premium Foodservice Limited Partnership (“Levy”) for a concession stand to be located at TIAA Bank Field in Jacksonville, Florida. The Company concurrently assigned all of its rights and obligations under the concession agreement to DWG Acquisitions in return for a fee of $2,000 per month for each full or partial month during which the concession agreement is in effect. In July 2015, the Company extended its sponsorship agreement with the Jaguars by an additional two years and entered into a subcontractor concession agreement with Ovations Food Services, L.P. (“Ovations”) for a second concession stand at TIAA Bank Field. The Company concurrently assigned all of its rights and obligations under the second concession agreement to DWG Acquisitions in return for an additional fee of $3,000 per month for each full or partial month during which the concession agreement is in effect. In September 2016, the Company terminated its subcontractor concession agreements with Levy and Ovations and the related assignment agreements with DWG Acquisitions, and entered into a sub-concession agreement with Jacksonville Sportservice, Inc. (“Jacksonville Sportservice”) and DWG Acquisitions with respect to the two concession stands previously covered by the Levy and Ovations subcontractor concession agreements. The Company concurrently assigned all of its rights and obligations under the sub-concession agreement to DWG Acquisitions in return for a fee equal to the income generated by the concession stands less all expenses incurred by the concession stands for each full or partial month during which the concession agreement is in effect. In October 2017, the Company entered into a termination agreement with DWG Acquisitions whereby the Company terminated the assignment to DWG Acquisitions. In November 2017, the Company entered into a new five-year sponsorship agreement with the Jacksonville Jaguars (the “Sponsorship Agreement”). Under the terms of the Sponsorship Agreement, during each preseason and regular season football game played by the Jacksonville Jaguars and at certain other events held at the football-based stadium in Jacksonville, Florida currently named “Everbank Field”: (i) the Company had the right to display its branding on one fixed concession stand in the Bud Light Party Zone at Everbank Field and a second concession stand located on the concourse at Everbank Field, (ii) the Company hag the right to have its food products sold or otherwise distributed from the stands and/or certain general concession areas at Everbank Field, and (iii) the Company has the right to receive a variety of stadium signage at Everbank Field, radio broadcasting on the Jacksonville Jaguars’ radio programming, and digital advertising on the Jacksonville Jaguars’ website and certain of its social media sites. The term of the sponsorship agreement commenced on April 1, 2018 and expires on the later of: (i) the conclusion of the 2022/23 NFL season, and (ii) February 28, 2023. The Company was required to pay the Jacksonville Jaguars annual fees in the amount of $200,000 during the first year of the agreement increasing to $216,490 during the last year of the agreement. In addition, the Company is required to provide the Jacksonville Jaguars with food, beverages and serving products equal in value to $35,000 during the first year of the agreement increasing to $37,890 during the last year of the agreement. In the event the Jacksonville Jaguars play in any post-season playoff games, the Company will pay the Jacksonville Jaguars an additional amount per playoff game equal to a pro-rated portion of the annual fee applicable during the then-current year of the agreement. On July 9, 2019, the Company entered into a First Amendment to Sponsorship Agreement with the Jacksonville Jaguars. Following the execution of the First Amendment to Sponsorship Agreement, the Sponsorship Agreement was further amended on August 18, 2020, and then again on May 7, 2021. According to the Second Amendment to the Sponsorship Agreement, in addition to the annual fees, the Company would provide the Jacksonville Jaguars with food, beverage and serving products from its restaurants with values equaling: $35,000 for the first contract year 2018/19); $35,700 for the second contract year (2019/20); and $6,875 for the third contract year (2020/21). Pursuant to the Third Amendment to the Sponsorship Agreement, the term of the agreement, shall be deemed to have commenced on April 1, 2018 and shall expire upon the later of the conclusion of the 2022/23 NFL season; or the last day of February 2023. Pursuant to the Third Amendment to the Sponsorship Agreement, the Company shall have to pay the Jacksonville Jaguars $200,000 for the first contract year (2018/19); $500,000 for the second contract year (2019/20); $150,000 for the third contract year (2020/21); $100,000 for the fourth contract year (2021/22) and $105,000 for the fifth contract year (2022/23). In the Third Amendment to the Sponsorship Agreement, the Jacksonville Jaguars acknowledge that payments for the first, second and third contract year have been paid in full. The annual fees for the fourth and fifth contract year shall be paid in four equal installment each due on or prior to July 1, August 1, September 1 and October 1 of the applicable contract year. The Third Amendment to the Sponsorship Agreement also modified the benefits that the Company would be entitled to receive under the Sponsorship Agreement. These included stadium signage, consisting of: (i) ribbon LED signage, during each quarter of a home game, the Company would receive 30 seconds of real time of a display of any of its trademarks on one of the ribbon LED board in the stadium; (ii) corner board LED signage, during each quarter of a home game, the Company would receive 30 seconds to display an advertisement of its business on the LED video boards located in two corners of the stadium; (iii) concourse signage, the display of a Company trademark on four advertising panels in the stadium, during each jaguar’s home game. The benefits also include digital benefits consisting of: (i) Jaguars Gameday Radio Spots, one 30 second spot rotating across the initial broadcast Club Gamenday radio programming, for a total of 20 spots each NFL season during the term; and (ii) second screen experience, one minute display of a Company mark per quarter of each team game, within the Jaguar’s second screen experience. The Company shall also receive a one page display of a Company trademark in the Jacksonville’s teal deal booklet. The following table presents the future minimum annual payments under the sponsorship agreement as of December 31, 2019: Year Minimum Annual Payments 2020 $ 794,000 2021 794,000 2022 794,000 2023 794,000 2024 794,000 Thereafter 3,176,000 Total $ 7,146,000 Teay’s Valley Fire On March 25, 2019, the Company experienced a fire at its Fat Patty’s restaurant located at 5156 State Route 34 in Hurricane, West Virginia. As a result, the restaurant was closed for repair. The company has an insurance policy in place on the property and received insurance proceeds in the amount of $770,718 under the policy for such items as lost income and damaged equipment during the year ended December 31, 2019. The Company recorded $584,521 of the insurance proceeds under “revenue – restaurant sales” for the year ended December 31, 2019 on its consolidated statements of operations as that portion of the insurance proceeds was paid for lost income from business interruption, and recorded the remaining $186,197 of the insurance proceeds under “income from insurance proceeds” on its consolidated statements of operations for the year ended December 31, 2019 as that portion of the insurance proceeds was for equipment and other assets that were destroyed in the fire. The restaurant reopened on November 18, 2019. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 18. Related-Party Transactions Except as otherwise set forth below, all of the following transactions are with Seenu G. Kasturi or an entity affiliated with Mr. Kasturi. On January 18, 2017, Mr. Kasturi was appointed as the Company’s President, Chief Financial Officer and Chairman of the Company’s board of directors. As of December 31, 2019, Mr. Kasturi was the beneficial owner of 19.2% of the Company’s common stock and 100% of the Company’s Series A convertible preferred stock, collectively representing 87.3% of the voting power of the Company’s capital stock. Seenu G. Kasturi has served as Vice President and Controller of Tilted Kilt Franchise Operating, LLC, an Arizona limited liability company (“TKFO”) from June 2018 until March 2020, at which time he was appointed President of TKFO. He has owned all of the outstanding membership interests in DWG Acquisitions, LLC, a Louisiana limited liability company (“DWG Acquisitions”), and Raceland QSR, LLC, a Louisiana limited liability company (“Raceland QSR”), and has served as the President, Treasurer and Secretary of DWG Acquisitions and Raceland QSR, since their formation in 2013 and 2012, respectively. Mr. Kasturi has owned 90% of the equity interests in Blue Victory and has served as its President, Treasurer, Secretary and sole member of its board of directors since its formation in 2009. He also owned all of the outstanding membership interests in Seediv, and served as its President, Treasurer and Secretary, from its formation in July 2016 to December 19, 2016, the date the Company acquired Seediv. Employment Agreements The Company is a party to employment agreements with certain of its executive officers. A description of the employment agreements is set forth herein under Note 17. Commitments and Contingencies – Employment Agreements Financing Transactions The Company is a party to a credit facility with Blue Victory. A description of the credit facility is set forth herein under Note 12. Debt Obligations The Company borrowed funds from, and repaid funds to, Blue Victory under a separate loan that it had entered into with Blue Victory during the year ended December 31, 2017. A description of the loan is set forth herein under Note 12. Debt Obligations Leases On November 15, 2018, the Company entered into a triple net lease with the Kasturi Children’s Trust for its new corporate headquarters located at 1409 Kingsley Ave., Ste. 2, Orange Park, Florida. The lease is for a term of 60 months and provides the Company with an option to extend the lease by three additional five-year periods. The lease provides for rent payments in the amount of $4,000 per month. The Kasturi Children’s Trust is an irrevocable trust for which the children of Seenu G. Kasturi are the beneficiaries. The trustee of the Kasturi Children’s Trust is an unrelated third party. In October 2013, DWG Acquisitions entered into a triple net shopping center lease with NTC-REG, LLC (“NTC-REG) for the Nocatee Restaurant. The lease provides for an initial monthly rent payment of $1,100 and an additional annual rent payment equal to the amount by which 6% of the restaurant’s annual gross sales exceeds the aggregate monthly rent payments accrued during the applicable year. The lease has an initial term of 53 months and provides DWG Acquisitions with an option to extend the lease by an additional term of 60 months. The lease was assumed by Seediv when Seediv acquired all of the assets and liabilities associated with the Nocatee and Youngerman Circle Restaurants from DWG Acquisitions pursuant to the terms of that certain asset purchase agreement, dated December 1, 2016, by and between Seediv and DWG Acquisitions (the “Seediv Purchase Agreement”). On April 1, 2017, DWG Acquisitions, Seediv and NTC-REG entered into an assignment and assumption & first modification to lease agreement for the Nocatee Restaurant. Under the agreement, DWG Acquisitions assigned all of its right, title, interest and claim in and to the Nocatee lease, and Seediv assumed the payment and performance of all obligations, liabilities and covenants of DWG Acquisitions under the lease for the Nocatee Restaurant. In addition, the parties amended certain terms of the lease to state that the lease covers approximately 3,400 square feet of space, to extend the term of the lease for a 60-month period commencing on April 1, 2018 and expiring March 31, 2023, and to change the rent payments to an initial monthly rent payment of $7,035 without an additional annual rent payment. In May 2014, DWG Acquisitions entered into a triple net lease with Raceland QSRfor the Youngerman Circle Restaurant. The lease provides for a monthly rent payment equal to 7% of the restaurant’s monthly net sales. The lease has an initial term of 10 years and renews automatically for additional one-year terms unless prior written notice is provided by either party. The lease was assumed by Seediv when Seediv acquired all of the assets and liabilities associated with the Nocatee and Youngerman Circle Restaurants from DWG Acquisitions pursuant to the terms of the Seediv Purchase Agreement. On December 20, 2016, Seediv entered into a new triple net lease with Raceland QSR for the Youngerman Circle Restaurant. The lease provides for rent payments to be made by the Company for each of 13 rent periods per year, with each rent period comprised of four weeks. The lease provides for an initial base rent payment equal to the greater of: (i) $10,000 per rent period, or (ii) 7.5% of the Youngerman Circle Restaurant’s net sales for the applicable rent period. Commencing on the fifth (5 th On July 1, 2015, DWG Acquisitions entered into a lease with Arquette Development Corporation, a Florida corporation (“Arquette Development”), for the Dick’s Wings and Grill restaurant located at 1136 Thomas Drive, Panama City Beach, Florida (the “Panama City Lease”). The lease provided for rent payments of $5,000 plus an additional annual rent payment equal to the amount by which 6% of the restaurant’s annual gross sales exceeds $1,200,000. The lease had an initial term of three years and provided DWG Acquisitions with an option to extend the lease for three additional three-year periods. The lease expired on June 30, 2018 and was not renewed by DWG Acquisitions. Upon the expiration of the lease, DWG Acquisitions entered into a month-to- month tenancy with Arquette Development pursuant to which DWAG PCB, LLC, a Florida limited liability company that is a wholly-owned subsidiary of the Company (“DWAG PCB”), makes monthly rent payments of $3,000 to Arquette Development on behalf of DWG Acquisitions. This location was permanently closed on December 24, 2019; and the month tenancy with Arquette Development was terminated. Franchise Agreements Prior to December 31, 2018, the Company had been a party to several franchise agreements with DWG Acquisitions pursuant to which DWG Acquisitions owned and operated Dick’s Wings restaurants. The terms of these franchise agreements were identical to the terms of the franchise agreements that the Company enters into with unrelated franchisees, except that the Company did not require DWG Acquisitions to pay a franchise fee to the Company under the franchise agreements for the Nocatee and Youngerman Circle Restaurants. The Company generated $204,391 in royalties and franchise fees through its franchise agreements with DWG Acquisitions during the year ended December 31, 2018. The Company also had a total of $41,512 for accounts payable and accrued expenses outstanding from DWG Acquisitions at December 31, 2018. The Company terminated the last of its franchise agreements with DWG Acquisitions during the year ended December 31, 2018 and is no longer a party to any franchise agreements with DWG Acquisitions. Accordingly, it did not generate any royalties and franchise fees during the year ended December 31, 2019. The Company did not have any accounts payable and accrued expenses outstanding from DWG Acquisitions at December 31, 2019. In September 2018, the Company became a franchisee of a Tilted Kilt restaurant located in Gonzales, Louisiana. Richard W. Akam, who served as the Company’s Chief Operating Officer and Secretary until November 2019, served as President of TKFO from June 2018 until March 2020, and Ketan Pandya, who serves as a member of the Company’s board of directors, has served as Vice President of Franchise Relations of TKFO since June 2018. Fred D. Alexander, who serves as a member of the Company’s board of directors, is the owner of SDA Holdings. The Company closed the Tilted Kilt restaurant and terminated the franchise agreement in August 2019. The Company paid ad fund fees of $9,423 to Tilted Kilt during the year ended December 31, 2019. The Company was not required to pay any royalties or franchise fees to Tilted Kilt under its franchise agreement with Tilted Kilt. The restaurant closed in August 2019. Series A Convertible Preferred Stock In June 2018, the Company entered into a securities purchase agreement with Seenu G. Kasturi pursuant to which the Company issued Mr. Kasturi 449,581 shares of Series A convertible preferred stock in exchange for 449,581 shares of common stock then held by Mr. Kasturi. A description of this transaction is set forth herein under Note 14. Capital Stock. Acquisitions and Dispositions On October 4, 2017, Seediv entered into an agreement for purchase and sale of real estate with Raceland QSR pursuant to which Seediv agreed to purchase the real property located at 6055 Youngerman Circle in Argyle Circle, Jacksonville, Florida from Raceland QSR. The purchase price for the property was to be the lesser of: (i) $2,000,000, or (ii) the appraised value of the property determined by the appraisal completed by the financing source proposed to be utilized by Seediv to finance the acquisition of the property. The agreement provided for the payment by Seediv of a deposit of $10,000 within 10 days of the date of the agreement to an escrow agent to be selected by the parties with the remainder of the purchase price to be paid by Seediv at closing. Seediv had the right to terminate the transaction in the event that certain feasibility studies, the title commitment or the appraisal was unsatisfactory to Seediv, or if Raceland QSR breached any of its representations, warranties, covenants, agreements or obligations under the agreement, in which case the deposit would be returned to Seediv. The closing of the transaction was to occur on December 3, 2017. On November 30, 2017, Seediv and Raceland QSR entered into an amendment to the agreement pursuant to which the parties agreed to extend the closing date by 60 calendar days. On February 1, 2018, Seediv and Raceland QSR entered into a termination agreement and mutual release with respect to the agreement pursuant to which the parties agreed to terminate the agreement and release each other from any claims arising out of the agreement. On August 30, 2018, the Company closed upon the asset purchase agreement for Fat Patty’s. In connection therewith, the Company issued a secured convertible promissory note to Seenu G. Kasturi pursuant to which the Company borrowed $622,929 to help finance the acquisition. A description of the promissory note is set forth herein under Note 12. Debt Obligations On October 30, 2018, the Company entered into a membership interest purchase agreement with SDA Holdings, LLC, a Louisiana limited liability company (“SDA Holdings”), and Fred D. Alexander pursuant to which the Company agreed to acquire all of the issued and outstanding membership interests in SDA Holdings for $10. SDA Holdings is the owner of the Tilted Kilt Pub & Eatery ® The closing of the transaction was conditioned upon SDA Holdings, Trustee Services Group (the “Custodian”), Mr. Kasturi, Let’s Eat Incorporated (“Let’s Eat”), the Reilly Group, LLC (the “Reilly Group”) and John Reynauld entering into an amendment to that certain Custodian Agreement, dated June 7, 2018, by an among the parties to add SDA Holdings as a party to the agreement and remove Mr. Kasturi as a party to the agreement, in which event SDA Holdings will be required to deliver 718,563 shares of the Company’s common stock to the Custodian. The closing of the transaction was also conditioned upon the Company raising gross proceeds of at least $2,000,000 through the sale of debt or equity securities, as well as other customary closing conditions. Upon closing of this acquisition, the Company would issue 666,667 shares of common stock to Mr. Kasturi, place 718,563 shares of common stock into escrow to replace a like number of shares placed in escrow by Mr. Kasturi, and through a wholly-owned subsidiary, be the obligor under a demand promissory note in favor of Mr. Kasturi in the principal amount of up to $2,500,000. On December 31, 2019, SDA Holdings and Messrs. Kasturi and Alexander entered into a termination and mutual release agreement pursuant to which the transaction was terminated and each party released each of the other parties from any and all claims that they may have had under the membership interest purchase agreement. Richard W. Akam, who served as the Company’s Chief Operating Officer and Secretary until November 2019, served as President of TKFO from June 2018 until March 2020. Ketan Pandya, who serves as a member of the Company’s board of directors, served as Vice President of Franchise Relations of TKFO from June 2018 until March 2020. Mr. Alexander serves as a member of the Company’s board of directors. |
Judgments in Legal Proceedings
Judgments in Legal Proceedings | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Judgments in Legal Proceedings | Note 19. Judgments in Legal Proceedings On February 25, 2011, a legal proceeding entitled Duval Station Investment, LLC vs. Hot Wing Concepts, Inc. d/b/a Dick’s Wings and Grill, and American Restaurant Concepts, Inc. In January 2015, Santander Bank filed a complaint against the Company in the Circuit Court, Fourth Judicial Circuit in and for Duval County, Florida, seeking damages of $194,181 plus interest, costs and attorney’s fees for breach of a guaranty of certain obligations of Ritz Aviation, LLC (“Ritz Aviation”) under a promissory note executed by Ritz Aviation in July 2005. During the Company’s fourth fiscal quarter of 2016, Santander Bank informed the Company that certain assets of Ritz Aviation had been sold for $82,642 and that the proceeds from the sale were applied towards the balance of the damages being sought, resulting in an outstanding balance of damages sought of $111,539. The outstanding balance of damages sought was reflected in accrued legal contingency at December 31, 2019 and 2018. Interest expense in the amount of $7,829 accrued on the outstanding balance of the accrued legal contingency during each of the years ended December 31, 2019. The interest expense was credited to accrued legal contingency. A total of $49,467 and $41,638 of accrued interest, and $10,586 of other expenses (excluding legal fees), were outstanding at December 31, 2019 and 2018, respectively, resulting in an aggregate potential loss of $171,593 and $163,764 at December 31, 2019 and 2018, respectively. This case is currently pending. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 20. Segment Reporting The Company has two reportable segments, which are Company-owned restaurants and franchise operations. Company-Owned Restaurants Company-owned restaurants consist of several brands that are aggregated into one reportable segment because of the nature of the products and services, the production processes, the customers, the methods used to distribute the products and services, the nature of the regulatory environment, and store level profit margin for each of the brands are similar. The brands are Dick’s Wings and Grill, WingHouse, and Fat Patty’s. All Company-owned restaurants are casual dining restaurants. There were a total of 40 and nine company-owned restaurants at December 31, 2019 and 2018, respectively. Franchise Operations The Company only offers franchises for the Dick’s Wings brand. All franchised restaurants are casual dining restaurants. Franchises are sold in markets where expansion is deemed advantageous to the development of the Dick’s Wings brand and system of restaurants. The Company enters into franchise agreements with franchisees to build and operate restaurants using the Dicks Wings brand within a defined geographic area. The agreements have a 10-year term and can be renewed for one additional 10-year term. In exchange for royalty payments, advertising funds, franchise fees and area development fees, the Company provides the franchisees with the use of its Dick’s Wings trademarks and Dick’s Wings system, which includes uniform operating procedures, standards for consistency and quality of products, technical knowledge, and procedures for accounting, inventory control and management. The Company also provides franchisees with assistance with site selection, prototypical architectural plans, interior and exterior design and layout, training, marketing and sales techniques, and restaurant openings. Franchisees generally remit royalty payments weekly for the prior week’s sales. Franchise fees and area development fees are paid upon the signing of the related franchise agreements. Franchisees are required to operate their restaurants in compliance with their franchise agreements, which includes adherence to operating and quality control standards, procedures and specifications established by the Company. Franchisees are evaluated regularly by the Company for compliance with their franchise agreements through the use of periodic, unannounced, on-site inspections and standard evaluation reports. The Company is not required to provide loans, leases, or guarantees to franchisees or the franchisees’ employees and vendors. If a franchisee becomes financially distressed, the Company is not required to provide financial assistance. If financial distress leads to insolvency of the franchisee or the filing of a petition by or against the franchisee under bankruptcy laws, the Company has the right, but not the obligation, to acquire the franchise at fair value as determined by an independent appraiser selected by the Company. There were a total of 14 and 19 franchised restaurants at December 31, 2019 and 2018, respectively. Segment Financial Information Information on segments and a reconciliation of income from operations to net loss is as follows: Year Ended December 31, 2019 2018 Revenue Company-owned restaurants $ 28,209,180 $ 8,374,022 Franchise operations 881,844 1,126,515 Total revenue $ 29,091,024 $ 9,500,537 Net loss Company-owned restaurants $ 201,110 $ 174,398 Franchise operations 262,538 733,696 Total income from operations 463,648 908,094 Corporate and unallocated expenses (3,108,094 ) (1,190,577 ) Net loss $ (2,644,446 ) $ (282,483 ) Depreciation and Amortization Company-owned restaurants $ 606,426 $ 251,633 Franchise operations — — Corporate 5,511 1,281 Total $ 611,937 $ 252,914 Capital Expenditures Company-owned restaurants $ 1,178,123 $ 12,658,385 Franchise operations — — Corporate 9,000 32,917 Total $ 1,187,123 $ 12,691,302 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified COVID-19 as a pandemic based on the rapid increase in exposure globally. The spread of COVID-19 resulted in a significant reduction in sales at our restaurants due to changes in consumer behavior as well as social distancing practices, dining room closures and other restrictions that have been mandated or encouraged by federal, state and local governments. At the end of the first quarter of 2020, we temporarily closed all Company-owned restaurant dining rooms as we transitioned to an off-premise business model and temporarily delayed our expansion plans. Beginning in late April 2020, we began to reopen certain dining room locations as permitted by state and local governments. By the end of June 2020, many of our Company-owned restaurant dining rooms and patios were open in various capacities. We have implemented numerous initiatives to combat the negative effects COVID-19 has had on our business. We invested heavily in generating sales through online ordering, mobile app ordering, curbside service and third-party delivery. We also took a number of proactive measures to adapt our business to lower demand levels during COVID-19, including significantly reducing costs, suspending all new restaurant construction and non-essential capital expenditures and negotiating rent concessions with landlords. Notwithstanding all of the actions we have taken, COVID-19 has had a significant negative impact on our businesses, financial condition and results of operations. The ultimate of COVID-19 on our business is difficult to estimate due to the uncertainty about the duration of the pandemic, the development and distribution of effective treatments, cures or vaccines, and related government restrictions. We cannot predict whether, when or the manner in which COVID-19 may impact the capacity of our dining rooms and the operational restrictions that may be imposed on us. The extent and the duration of the spread of the virus and could lead to further reduced sales, capacity restrictions, restaurant closures, delays in our supply chain, or impair our ability to staff accordingly, which could further adversely impact our business, financial condition and results of operations. First Round of Paycheck Protection Program Loans Between April 15, 2020 and April 17, 2020, the Company and each of ARC WingHouse, Seediv, ARC Fat Patty’s, DWAG Tallahassee, LLC, a Florida limited liability company that is a wholly-owned subsidiary of the Company, and DWAG Valdosta, LLC, a Georgia limited liability company that is a wholly-owned subsidiary of the Company (“DWAG Valdosta”), executed loan documents for loans in the aggregate amount of $6,064,560 for which City National Bank served as lender pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”). On April 19, 2020, the Company learned that the loans had been funded and closed. The loans are evidenced by promissory notes issued by the borrowers in favor of City National Bank. The notes have a term of two years and bear interest at a rate of one percent (1%) per year. Monthly principal and interest payments will commence on the six-month anniversary of the loans. The borrowers may prepay the loans at any time without incurring any prepayment penalties. Under the terms of the loans, up to the entire amount of principal and accrued interest may be forgiven to the extent the proceeds of the loans are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the SBA. The notes provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and certain material adverse events. First Round of Paycheck Protection Program (PPP) Loans Forgiveness ARC WingHouse applied for and received complete forgiveness of the $4,542,860 loan it received under the PPP loan program. Principal and accrued interest were fully forgiven on April 5, 2021. As authorized by Section 1106 of the CARES Act, SBA has remitted to the Lender of Record the payment for forgiveness of the Borrower’s Paycheck Protection Program (PPP) loan. ARC Fat Patty’s applied for and received complete forgiveness of the $884,600 loan it received under the PPP loan program. Principal and accrued interest were fully forgiven on April 5, 2021. As authorized by Section 1106 of the CARES Act, SBA has remitted to the Lender of Record the payment listed above for forgiveness of the Borrower’s Paycheck Protection Program (PPP) loan. Change of Accounting System On May 27,2021, ARC Group Inc changed its accounting software for all entities to Restaurant365. Restaurant365 is a all-in-one, cloud-based, back-office system built specifically for restaurants. By the end of August all-in-one Point-of-Sale and management system implemented in order to improve operations, increase sales, and improve the guest experience. Change of Accounting Firm On March 24, 2020, the Company”) dismissed Eide Bailly, LLC as the Company’s independent registered public accounting firm. On March 24, 2020, the Company’s board of directors approved the engagement of M&K CPAS, PLLC as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019. Second Amendment to Sponsorship Agreement In August 2020, the Company entered into a Second Amendment to Sponsorship Agreement with the Jacksonville Jaguars. The amendment further amended the terms of that certain Sponsorship Agreement, dated November 27, 2017, by and between the Company and the Jaguars. Under the terms of the amendment, the parties agreed to reduce the benefits to be received by the Company and the term of the agreement. The amendment is for a term of three NFL football seasons, is deemed to have commenced as of April 1, 2018, and expires on the later of: (i) the conclusion of the 2020/21 NFL season, and (ii) the last day in February 2021. The Company is required to pay the Jaguars annual fees in the amount of $200,000 during the 2018/19 NFL season, $500,000 during the 2019/20 NFL season, and $150,000 during the 2020/21 NFL season. In addition, the Company is required to provide the Jaguars with food, beverages and serving products equal in value to $35,000 during the 2018/19 NFL season, $35,700 during the 2019/20 NFL season, and $6,875 during the 2020/21 NFL season. Third Amendment to Sponsorship Agreement In May 2021, the Company entered into a Third Amendment to Sponsorship Agreement with the Jacksonville Jaguars. The amendment further amended the terms of that certain Sponsorship Agreement, dated November 27, 2017, by and between the Company and the Jaguars. Under the terms of the amendment, the parties agreed to extend the term of this agreement to: (i) the conclusion of the 2022/23 NFL season, and (ii) the last day in February 2023. The term deemed to have commenced as of April 1, 2018. The Company is required to pay the Jaguars annual fees in the amount of $200,000 during the 2018/19 NFL season, $500,000 during the 2019/20 NFL season, $150,000 during the 2020/21 NFL season, $100,000 during the 2021/22 NFL season, and $105,000 during the 2022/23 NFL season. In addition, the Company will not be required to provide the Jaguars with food, beverages or serving during any of the seasons under contract. ARC Fat Patty’s Main Street Loan On September 18, 2020 ARC Fat Patty’s, LLC, a wholly-owned subsidiary of the Company (“ARC Fat Patty’s”) executed a Loan and Security Agreement, a Promissory Note, and related documents for a loan in the aggregate amount of $4,369,860 for which City National Bank of Florida (“City National Bank”) served as lender pursuant to the Main Street Priority Loan Facility as established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act. On September 24, 2020, the Company learned that the Loans had been funded and closed. The note has a term of five years and bears interest at a rate per annum equal to: (i) the London Interbank Offered Rate for 30-day U.S. dollar deposits as published in the “Money Rates” column of the local edition of The Wall Street Journal, plus (ii) three percent (3%). Commencing on October 18, 2021 and continuing on the eighteenth (18 th Transfer of Soaring Wings Promissory Notes On October 15, 2020, Soaring Wings sold the SW Notes to the Kasturi Children’s Trust for $625,000. In connection therewith, the Kasturi Children’s Trust and ARC WingHouse entered into allonges to each of the SW Notes pursuant to which: (i) the maturity dates of each of the SW Notes was extended to October 15, 2021, (ii) ARC WingHouse agreed to make quarterly interest payments of $17,882 on the First SW Note commencing January 1, 2021, and (iii) ARC WingHouse agreed to make quarterly interest payments of $12,500 on the Second SW Note commencing January 1, 2021. All principal and accrued but unpaid interest is due in full on the maturity dates of the SW Notes. ARC WingHouse Main Street Loan On October 22, 2020, ARC WingHouse executed a Loan and Security Agreement, a Promissory Note, and related documents for a loan in the aggregate amount of $3,180,900 for which City National Bank served as lender pursuant to the Main Street Priority Loan Facility as established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act. On October 27, 2020, the Company learned that the Loans had been funded and closed. The note has a term of five years and bears interest at a rate per annum equal to: (i) the London Interbank Offered Rate for 30-day U.S. dollar deposits as published in the “Money Rates” column of the local edition of The Wall Street Journal, plus (ii) three percent (3%). Commencing on November 22, 2021 and continuing on the twenty-second (22 nd Assignment of Bremer Bank Debt On October 28, 2020, ARC Fat Patty’s and Bremer Bank, National Association, a national banking association (“Bremer Bank”), entered into that certain Assignment Agreement pursuant to which Bremer Bank assigned all of its right, title and interest to a promissory note in the principal amount of $8,000,000 issued by Wisconsin Apple, LLC, a Louisiana limited liability company owned by Seenu G. Kasturi, the Company’s Chief Executive Officer, and the other related loan documents to ARC Fat Patty’s for $4,000,000. The note had a remaining outstanding principal amount owed of $7,691,034 on the date of the transaction. In connection therewith, Louisiana Apple, LLC, a Louisiana limited liability company owned by Mr. Kasturi (“Louisiana Apple”), entered into an agreement with ARC Fat Patty’s pursuant to which Louisiana Apple agreed to pay $3,000,000 to ARC Fat Patty’s and issued a promissory note to Fat Patty’s in the principal amount of $1,000,000 (the “LA Apple Note”). The LA Apple Note is payable in 12 equal monthly installments of interest only in the amount of $4,166.67 during the period commencing November 27, 2020 and ending October 27, 2021, on which date a final payment in the amount of $1,004,166.67 is due and payable. Stock Compensation On January 30, 2020 the Company recognized $11,294.55 of stock compensation expense in connection with the granting of 20,000 shares of common stock earned by Rym Merrill, who is the Company’s Director of Accounting. The shares were granted by an action by unanimous written consent of the Board of Directors. On May 18, 2020 the Company recognized $32,000.00 of stock compensation expense in connection with the granting of 100,000 shares of common stock earned by Ketan Padya, who is a Company Board Member. The shares were granted by an action by unanimous written consent of the Board of Directors On October 20, 2020 the Company recognized $6,062.40 of stock compensation expense in connection with the granting of 15,156 shares of common stock granted to Let’s Eat by an action by unanimous written consent of the Board of Directors. On October 20, 2020, the Company recognized $16,000 of stock compensation expense in connection with the granting of 40,000 shares of common stock granted to Let’s Eat by an action by unanimous written consent of the Board of Directors. The Company recognized $9,593.40 of stock compensation expense during the year ended December 31, 2020 in connection with the granting of 18,000 shares of common stock granted to Crescendo from January 1 2020 and monthly through December 1, 2020 in connection with the investor relations advisory services agreement dated August 7, 2018. Amendments to WH Master Lease On February 12, 2020, April 21, 2020 and October 29, 2020, ARC WingHouse and Store Master Funding entered into that certain Amended and Restated Master Lease, Second Amended and Restated Master Lease and Third Amended and Restated Master Lease, respectively, the collective effect of which was to add the Company and Seenu G. Kasturi, who is the Company’s Chief Executive Officer, as guarantors and to reduce the aggregate base annual rent from $2,041,848 to $1,904,763 in connection with the sale of one of the properties and the closure of the WingHouse restaurant located thereon. Second Round of Paycheck Protection Program Loans Between January 20, 2021 and February 1, 2021, the Company and each of ARC WingHouse, Seediv, ARC Fat Patty’s, LLC, and DWAG Valdosta, LLC, which are subsidiaries of the Company, executed loan documents for loans in the aggregate principal amount of $4,048,850 for which City National Bank served as lender pursuant to the Paycheck Protection Program of the CARES Act as administered by the SBA. Between February 2, 2021 and April 30, 2021, loans in the aggregate principal amount of $2,048,848 were funded and closed. The loans are evidenced by promissory notes issued by the borrowers in favor of City National Bank. The notes have a term of five years and bear interest at a rate of one percent (1%) per year. Monthly principal and interest payments will commence on 10 th “Deferment Period” means the period commencing on the date the applicable loans closed and ending on the earlier of: (a) the date on which the amount of loan forgiveness for the applicable loan determined under section 1106 of the CARES Act is remitted to City National Bank by the SBA, (b) the date that the SBA advises City National Bank that all or part of the applicable loan has not been forgiven, provided that the applicable borrower has applied for forgiveness within 10 months of the end of the Forgiveness Period (as defined below) of the loan or (c) if the applicable borrower fails to apply for forgiveness for the applicable by the end of the Forgiveness Period, a date that is not earlier than the date that is 10 months after the last day of the Forgiveness Period. “Forgiveness Period means the period beginning on the date the funds are disbursed to the applicable borrower (the “Disbursement Date”) and ending on any date selected by the borrower that is no earlier than the date eight weeks from the Disbursement Date and no later than the date 24 weeks from the Disbursement Date. Also on January 2, 2019, the Company entered into a Second Amendment to Employment Agreement with Richard W. Akam pursuant to which Mr. Akam resigned as the Company Chief Executive Officer but retained his positions as the Company’s Chief Operating Officer and Secretary. Mr. Akam’s employment was terminated in March, 2020. The initial closing of the offering is conditioned, among other things, on the Company’s acceptance of subscriptions for at least $500,000 of units and the closing of the Company’s agreement to purchase all of the membership interests in SDA Holdings. Net proceeds, if any, from the Offering will be used to fund the deferred portion of the purchase price for the Company’s acquisition of Fat Patty’s, future payments to the persons that owned Tilted Kilt prior to SDA Holdings, and the repayment of the loan made by Seenu G. Kasturi to help fund the acquisitions of Fat Patty’s and Tilted Kilt, and the balance for general corporate purposes. Store Closures Due to the Covid-19 pandemic, certain poorly performing assets were further imperiled. Under the WingHouse brand, certain Florida locations, specifically the Doral, Davie, Altamonte and Gainesville locations were closed. For the Dick’s Wings and Grill brand, the corporate owned store in Tallahassee was closed permanently in March of 2020 due to covid. Operations at the WingHouse Davie location ceased in March of 2020. ARC WingHouse entered into a lease settlement agreement with Prisa (the “Davie Landlord”) on December, 2020, whereby WingHouse agreed to pay Prisa a total of $525,000. The settlement payment is structured as follows: $250,000 paid upon execution of the settlement. The remaining balance of $275,000 to be paid in twelve equal monthly installments of $22,916.67 commencing in January 15, 2021. The current lease liability prior to the settlement was $2,148,502 as of December 31, 2020. Operations at the WingHouse Doral location ceased in March of 2020. ARC WingHouse entered into a lease settlement agreement with DBH Properties, LTD (the “Doral Landlord”) on August 19, 2020, whereby the lease was fully settled for a total of $200,000, structured as follows: $80,000 was paid upon execution of the settlement followed by twelve monthly payments of $5,000 per month commencing on September 1, 2020 and six $10,000 monthly payments starting on September 1, 2021 with the final payment being made on February 1, 2022. The lease liability prior to the settlement was $2,006,162. Operations at the WingHouse Altamonte Location ceased in March of 2020. The store remains closed. ARC WingHouse is collaborating with Store Capital, the “Altamonte Landlord” to reach an agreement to sub-lease or divest of the property. ARC WingHouse is paying rent on the closed location until such event occurs. Operations at the WingHouse Gainesville location ceased on 11/15/2020. The location was sold by Store Capital, the “Gainesville Landlord”. The lease liability for the WingHouse Gainesville location was incorporated in the total lease liability under the Store Capital Master Lease Agreement. On February 12, 2020, April 21, 2020 and October 29, 2020, ARC WingHouse and Store Master Funding entered into that certain Amended and Restated Master Lease, Second Amended and Restated Master Lease and Third Amended and Restated Master Lease, respectively, the collective effect of which was to add the Company and Seenu G. Kasturi, who is the Company’s Chief Executive Officer, as guarantors and to reduce the aggregate base annual rent from $2,041,848 to $1,904,763 in connection with the sale of one of the properties and the closure of the WingHouse Gainesville location. Operations at the Dick’s Wings and Grill Tallahassee location ceased in March of 2020. DWAG Tallahassee, a wholly owned subsidiary of ARC Group Inc, entered into a settlement agreement with Bannerman Crossings III, LLC, the “Tallahassee DWG Landlord,” in December of 2020 for a total of $130,000. The settlement payment structure is the following: a payment of $75,000 was made on the execution date of the agreement; a second payment of $15,000 was made thirty days after the execution date of the agreement; a third payment of $10,000 was made sixty days after the execution date of the agreement, and payments of $5,000 each shall be made on the ninetieth (90 th th th th th th On March 25, 2019, the Company experienced a fire at its Fat Patty’s restaurant located at 5156 State Route 34 in Hurricane, West Virginia. As a result, the restaurant was closed for repair. The company has an insurance policy in place on the property and received insurance proceeds in the amount of $770,718 under the policy for such items as lost income and damaged equipment during the year ended December 31, 2019. The Company recorded $584,521 of the insurance proceeds under “revenue – restaurant sales” for the year ended December 31, 2019 on its consolidated statements of operations as that portion of the insurance proceeds was paid for lost income from business interruption, and recorded the remaining $186,197 of the insurance proceeds under “income from insurance proceeds” on its consolidated statements of operations for the year ended December 31, 2019 as that portion of the insurance proceeds was for equipment and other assets that were destroyed in the fire. The restaurant reopened on November 18, 2019. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. All intercompany accounts and transactions were eliminated in consolidation. |
Going Concern | Going Concern As shown in the accompanying financial statements, the Company incurred net losses of $2,644,446 and $282,483 for the years ended December 31, 2019 and 2018, respectively. The Company also had an accumulated deficit of $7,891,999 and a working capital deficit of $12,626,245 at December 31, 2019. Those facts create an uncertainty about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its successfully executing its plans to generate positive cash flows during its 2020 fiscal year. The Company’s financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain amounts in the Company’s consolidated financial statements for the 2018 fiscal year have been reclassified to conform to the 2019 fiscal year presentation. These reclassifications did not result in any change to the previously reported total assets, net income or stockholders’ deficit. |
Segment Disclosure | Segment Disclosure The Company has both Company-owned restaurants and franchised restaurants, all of which operate in the full-service casual dining industry in the United States. Pursuant to the standards of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents in accordance with ASC Topic 305, Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC Topic 310, Receivables The accounts receivable balances at December 31, 2019 and 2018 were comprised primarily of credit card sales by Company-owned restaurants, royalties due from the Company’s franchisees, and sales proceeds due from the concessionaire of the Company’s concessions stands, all of which the Company collected in full in January 2020 and 2019, respectively. Accordingly, the allowance for doubtful accounts was zero at December 31, 2019 and 2018. |
Other Receivables | Other Receivables Other receivables was comprised primarily of receipts from credit card sales by Company- owned Fat Patty’s restaurants that occurred after the Company completed the acquisition of Fat Patty’s that were held by the former owner of Fat Patty’s, all of which are expected to be collected in full by the Company during the next 12 months. |
Inventory | Inventory Inventory consists primarily of food and beverage products and is accounted for at the lower of cost or net realizable value using the first in, first out method of inventory valuation in accordance with ASC Topic 330, Inventory |
Intangible Assets, Net | Intangible Assets, Net The Company acquired various intangible assets in connection with the acquisition of Fat Patty’s. The intangible assets were comprised of a tradename and a non-compete agreement. The Company amortizes the non-compete agreement on a straight-line basis over the expected period of benefit, which is five years. The tradename has an indefinite life and is not subject to amortization but tested for impairment on an annual basis. The Company recognized $3,768, and $2,275 of amortization expense for the non-compete agreement during the years ended December 31, 2019 and 2018, respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is recorded at cost, less accumulated depreciation, in accordance with ASC Topic 360, Property, Plant and Equipment |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets for impairment at least quarterly or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the individual restaurant level. The Company evaluates the recoverability of a restaurant’s long-lived assets, including buildings, intangibles, leasehold improvements, furniture, fixtures, and equipment over the remaining life of the primary asset in the asset group, after considering the potential impact of planned operational improvements, marketing programs, and anticipated changes in the trade area. In determining future cash flows, significant estimates are made by management with respect to future operating results for each restaurant over the remaining life of the primary asset in the asset group. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value based on the Company’s estimate of discounted future cash flows. The Company accounts for exit or disposal activities, including restaurant closures, in accordance with ASC Topic 420, Exit or Disposal Cost Obligations |
Financial Instruments | Financial Instruments The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures The levels of fair value hierarchy are: Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date; Level 2: Observable inputs other than quoted prices included in Level 1, such as: (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets and liabilities in markets that are not active, and (iii) other inputs that are observable or can be corroborated by observable market data; and Level 3: Unobservable inputs for which there is little or no market data available. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In contrast, the Company considers unobservable data to be data that reflects the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. |
General Advertising Fund | General Advertising Fund The Company has established a general advertising fund that it uses to pay for advertising costs, sales promotions, market research and other support functions intended to maximize general public recognition and acceptance of the Dick’s Wings franchise. Company-owned and franchised restaurants are required to contribute at least 1%, but not more than 2%, of their gross revenue to the Company’s general advertising fund. The Company accounts for cash and cash equivalents held by the general advertising fund as restricted cash on its consolidated balance sheets. The restricted cash of this fund is classified as current if it is expected to be utilized to fund short-term obligations of the general advertising fund. The Company did not have any restricted cash associated with its general advertising fund at December 31, 2019 or 2018. Contributions made by franchisees to the general advertising fund and marketing and advertising expenses paid by the general advertising fund were recognized as revenue and expenses during the years ended December 31, 2019 and 2018. |
Goodwill | Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired as of the acquisition date. The Company tests goodwill for impairment on an annual basis and between annual tests when impairment indicators are identified, and goodwill is written down when impaired. For its annual goodwill impairment test in all periods to date, the Company has operated under one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise value. For its annual impairment test, the Company completed a quantitative assessment and determined that there was no impairment of goodwill. The Company also considered potential impairment indicators of goodwill at December 31, 2019 and noted no indicators of impairment. |
Other Payables | Other Payables Other payables was comprised primarily of accounts payable owed to the former owner of Fat Patty’s for alcohol and other items purchased by him in connection with the operation of the concept. |
Revenue Recognition | Revenue Recognition The Company generates revenue from two primary sources: (a) retail sales at company- operated restaurants; and (b) franchise revenue, which consists of royalties based on a percentage of sales reported by franchised restaurants, funds contributed by franchisees to the Company’s general advertising fund, and initial and renewal franchise license fees. Revenue From Company-Owned Restaurants Revenue from company-owned restaurants is primarily recognized as customers pay for products at the point of sale. The Company reports Company-owned restaurant revenues net of sales and use taxes collected from customers and remitted to governmental taxing authorities. Revenue From Franchised Restaurants The Company grants individual restaurant franchises to operators in exchange for initial franchise license fees and continuing royalty payments. Initial and renewal franchise license fees are payable by the franchisee upon a new restaurant opening or renewal of an existing franchise agreement. Under franchise agreements, the Company provides franchisees with: (a) a franchise license, which includes a non-exclusive license to our intellectual property for the duration of the franchise agreement and where the Company manages a marketing or co-op advertising fund, advertising and promotion management; (b) pre- opening services, such as training and inspections; and (c) ongoing services, such as development of training materials and menu items and restaurant monitoring and inspections. The services that the Company provides are highly interrelated and dependent on the franchise license so the Company does not consider the services to be individually distinct and therefore accounts for them as a single performance obligation. The performance obligation is satisfied by providing a right to use the Company’s intellectual property over the term of each franchise agreement. Accordingly, initial and renewal franchise fees are recognized as revenue on a straight-line basis over the term of the respective agreement. The Company’s performance obligation under area development agreements generally consists of an obligation to grant exclusive development rights for a particular geographic region over a stated term. These development rights are not distinct from franchise agreements and are creditable towards the initial franchise license fee, so upfront fees paid by franchisees for exclusive development rights are deferred and allocated to the appropriate franchise restaurant when the franchise agreement is executed. Franchise royalty revenues represents sales-based royalties that are related entirely to the Company’s performance obligation under the franchise agreement. Continuing franchise royalty revenues are based on a percentage of monthly sales and are recognized on the accrual basis as franchise sales occur. In certain circumstances, the Company may reduce or waive franchise license fees and/or the franchise royalty percentage for a period of time. Franchises contributions to the Company’s general advertising funds are calculated as a percentage of monthly sales. Contributions to the fund generally represent sales-based or fixed monthly fee amounts that are related entirely to the Company’s performance obligation under the franchise agreement and are recognized as franchise sales occur. ASC Topic 606 On January 1, 2018, the Company adopted the provisions of ASC Topic 606, Revenue From Contracts With Customers Franchise Fees ASC 606 impacted the timing of recognition of franchise fees. Under previous guidance, these fees were typically recognized upon the opening of restaurants. Under ASC 606, the fees are deferred and recognized as revenue over the term of the individual franchise agreements. The effect of the required deferral of fees received in a given year will be mitigated by the recognition of revenue from fees retrospectively deferred from prior years. The Company recognized $16,718 and $131,244 of deferred franchise fees as income during the years ended December 31, 2019 and 2018, respectively. The carrying value of the Company’s deferred franchised fees was $168,516 and $65,234 at December 31, 2019 and 2018, respectively. Advertising Funds ASC 606 also impacted the accounting for transactions related to the Company’s general advertising fund. Under previous guidance, franchisee contributions to and expenditures by the fund were not included in the Company’s condensed consolidated financial statements. Under ASC 606, the Company records contributions to and expenditures by the fund as revenue and expenses within the Company’s condensed consolidated financial statements. The Company recognized contributions to and expenditures by the fund of $127,584 and $189,362 during the years ended December 31, 2019 and 2018, respectively. Gift Card Funds Additionally, ASC 606 impacted the accounting for transactions related to the Company’s gift card program. Under previous guidance, estimated breakage income on gift cards was deferred until it was deemed remote that the unused gift card balance would be redeemed. Under ASC 606, breakage income on gift cards is recognized as gift cards are utilized. The effect of this change on the Company’s condensed consolidated financial statements was negligible. Disaggregation of Revenue The following table disaggregate revenue by primary geographical market and source: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Primary Geographic Markets Florida $ 17,897,046 $ 5,011,328 Georgia 1,053,739 504,983 Kentucky 2,533,631 856,981 Louisiana 625,227 185,742 North Carolina 1,500 — Texas 1,250 — West Virginia 6,978,631 2,941,503 Total revenue $ 29,091,024 $ 9,500,537 Sources of Revenue Restaurant sales $ 28,209,181 $ 8,374,022 Royalties 710,646 787,189 Franchise fees 17,968 131,244 Advertising fund fees 127,584 189,362 Other revenue 25,645 18,720 Total revenue $ 29,091,024 $ 9,500,537 Deferred Revenue Deferred revenue consists of contract liabilities resulting from initial and renewal franchise license fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement, as well as upfront development fees paid by franchisees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement once it is executed or if the development agreement is terminated. The following table presents changes in deferred franchise fees as of and for the years ended December 31, 2019 and 2018: Total Liabilities Deferred franchise fees at January 1, 2018 $ 196,478 Revenue recognized during the period (131,244 ) New deferrals due to cash received — Deferred franchise fees at December 31, 2018 $ 65,234 Revenue recognized during the period (17,968 ) New deferrals due to cash received 121,250 Deferred franchise fees at December 31, 2019 $ 168,516 Anticipated Future Recognition of Deferred Franchise Fees The following table presents the estimated franchise fees to be recognized in the future related to performance obligations that were unsatisfied at December 31, 2019: Year Franchise Fees to be Recognized 2020 $ 24,000 2021 22,925 2022 21,000 2023 18,637 2024 18,000 Thereafter 63,954 Total $ 168,516 |
Payments Received From Vendors | Payments Received From Vendors Vendor allowances include allowances and other funds that the Company receives from vendors. Certain of these funds are determined based on various quantitative contract terms. The Company also receives vendor allowances from certain manufacturers and distributors calculated based upon purchases made by franchisees. Vendor allowances are not recognized as revenue. Instead, they are recognized as a reduction in costs. The Company generally receives payment from vendors approximately 30 days from the end of a month for that month’s purchases. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity The Company uses the Black-Scholes pricing model to determine the fair value of the stock- based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management’s judgment and may impact the Company’s net income or loss. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future. |
Operating Leases | Operating Leases Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the lease term, including cancelable option periods where failure to exercise such options would result in an economic penalty such that the renewal appears reasonably assured. The straight-line rent calculation and rent expense includes the rent holiday period, which is the period of time between taking control of a leased site and the rent commencement date. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. Contingent rents are generally amounts due as a result of sales in excess of amounts stipulated in certain restaurant leases and are included in rent expense as they are incurred. Landlord contributions are recorded when received as a deferred rent liability and amortized as a reduction of rent expense on a straight-line basis over the lease term. |
Marketing and Advertising | Marketing and Advertising Contributions to the national advertising fund related to Company-owned restaurants are expensed as contributed and local advertising costs for Company-owned restaurants are expensed as incurred. All other marketing and advertising costs are expensed as incurred. The Company incurred $813,866 and $423,911 for marketing and advertising costs during the years ended December 31, 2019 and 2018, respectively. |
Start-Up Costs | Start-Up Costs Start-up costs consists of costs associated with the opening of new Company-owned restaurants and varies based on the number of new locations opening and under construction. These costs are expensed as incurred in accordance with ASC Topic 720, Other Expenses |
Sales Taxes | Sales Taxes Sales taxes collected from customers are excluded from revenue. Sales taxes payable are included in accrued expenses until the taxes are remitted to the appropriate taxing authorities in accordance with ASC Topic 450, Contingencies |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes Net deferred tax assets were comprised of the following at December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 1,199,902 $ 644,568 Accruals 93,247 93,247 Deferred tax liabilities: Gain on bargain purchase (156,624 ) (156,624 ) Valuation allowance (1,136,525 ) (581,191 ) Net deferred tax assets $ — $ — The Company had net operating loss carry-forwards of approximately $5,212,000 and $2,568,000 at December 31, 2019 and 2018, respectively, that may be offset against future taxable income. No tax benefit has been reported in the consolidated financial statements for the Company’s 2019 and 2018 fiscal years because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 31, 2019 and 2018. Utilization of net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations contained in the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. On July 31, 2017, Seenu G. Kasturi, who on December 31, 2019 served as the Company’s Chief Executive Officer and Chairman of its board of directors, purchased 2,647,144 shares of the Company’s common stock, which represented approximately 38.4% of the outstanding shares of the Company’s common stock on that date, from William D. Leopold. This transaction has been deemed to have resulted in a change in ownership of the Company pursuant to Internal Revenue Code Section 382. As a result, the Company can utilize up to $120,000 of pre-ownership change net operating loss carryforwards each year. Subsequent ownership changes could further affect the limitation in future years. These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases Leases Leases ASC Topic 842 modifies the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for in the same manner as operating leases under ASC Topic 840. The Company adopted ASC Topic 842 effective January 1, 2019 applying the modified retrospective transition approach. Under this approach, results for reporting periods beginning after January 1, 2019, are presented under Topic 842, while prior periods are not adjusted and continue to be reported under the accounting standards in effect for those periods. The Company recognized $3,832,779 and $3,832,286 of additional assets and liabilities, respectively, in connection with its operating leases upon the adoption of ASC Topic 842 on January 1, 2019. The Company did not recognize any additional assets or liabilities in connection with its financing lease upon the adoption of ASC Topic 842 on January 1, 2019. The Company determines whether a contract is or contains a lease at inception of the contract based on whether an identified asset exists and whether the Company has the right to obtain substantially all of the benefit of the assets and to control its use over the full term of the agreement. When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, none of our leases provide a readily determinable implicit rate. Therefore, the Company estimated its incremental borrowing rate considering both the revolving credit rates and a credit notching approach to discount the lease payments based on information available at lease commencement. There are no material residual value guarantees and no restrictions or covenants included in the Company’s lease agreements. Certain of the Company’s leases include provisions for variable payments. These variable payments are typically determined based on a measure of throughput or actual days or another measure of usage and are not included in the calculation of lease liabilities and right-of-use assets. The Company elected the package of practical expedients available for implementation, which allows for the following: ● An entity need not reassess whether any expired or existing contracts are or contain leases; ● An entity need not reassess the lease classification for any expired or existing leases; and ● An entity need not reassess initial indirect costs for any existing leases. Furthermore, the Company elected the optional transition method to make January 1, 2019 the initial application date of the standard. This package of practical expedients allows entities to account for their existing leases for the remainder of their respective lease terms following the previous accounting guidance. The Company also elected to adopt the optional transition practical expedient provided in ASU 2018-01 to not evaluate under ASC Topic 842 for existing or expired land easements prior to the application date to determine if they meet the definition of a lease. The impact of ASC Topic 842 is more specifically described herein under Note 13. Leases In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or that no material effect is expected on the Company’s condensed consolidated financial statements as a result of future adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregate revenue by primary geographical market and source: For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Primary Geographic Markets Florida $ 17,897,046 $ 5,011,328 Georgia 1,053,739 504,983 Kentucky 2,533,631 856,981 Louisiana 625,227 185,742 North Carolina 1,500 — Texas 1,250 — West Virginia 6,978,631 2,941,503 Total revenue $ 29,091,024 $ 9,500,537 Sources of Revenue Restaurant sales $ 28,209,181 $ 8,374,022 Royalties 710,646 787,189 Franchise fees 17,968 131,244 Advertising fund fees 127,584 189,362 Other revenue 25,645 18,720 Total revenue $ 29,091,024 $ 9,500,537 |
Schedule of Deferred Franchise Fees Under Contract Balances | The following table presents changes in deferred franchise fees as of and for the years ended December 31, 2019 and 2018: Total Liabilities Deferred franchise fees at January 1, 2018 $ 196,478 Revenue recognized during the period (131,244 ) New deferrals due to cash received — Deferred franchise fees at December 31, 2018 $ 65,234 Revenue recognized during the period (17,968 ) New deferrals due to cash received 121,250 Deferred franchise fees at December 31, 2019 $ 168,516 |
Schedule of Estimated Franchise Fees to be Recognized in the Future Related to Performance Obligations | The following table presents the estimated franchise fees to be recognized in the future related to performance obligations that were unsatisfied at December 31, 2019: Year Franchise Fees to be Recognized 2020 $ 24,000 2021 22,925 2022 21,000 2023 18,637 2024 18,000 Thereafter 63,954 Total $ 168,516 |
Schedule of Net Deferred Tax Assets | Net deferred tax assets were comprised of the following at December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 1,199,902 $ 644,568 Accruals 93,247 93,247 Deferred tax liabilities: Gain on bargain purchase (156,624 ) (156,624 ) Valuation allowance (1,136,525 ) (581,191 ) Net deferred tax assets $ — $ — |
Acquisition of Fat Patty's (Tab
Acquisition of Fat Patty's (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed were comprised of the following: Cash $ 7,100 Inventory 91,424 Intangible assets 788,840 Equipment 614,295 Total assets acquired 1,501,659 Gift card liabilities (24,707 ) Total liabilities assumed (24,707 ) Gain on bargain purchase (624,952 ) Net assets acquired with note payable and deferred compensation liability $ 852,000 |
Schedule of Pro Forma Financial Information | The following table summarizes certain financial information for the years ended December 31, 2019 and 2018 contained in the Company’s consolidated financial statements and certain unaudited pro forma financial information for the years ended December 31, 2019 and 2018 as if the acquisition of Fat Patty’s had occurred on January 1, 2018: Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 29,091,024 $ 17,352,358 (Loss) / income from continuing operations (1,985,850 ) 1,024,359 Net income / (loss) (2,644,446 ) 1,520,520 Net income / (loss) per share – basic $ (0.36 ) $ 0.23 Net income / (loss) per share – fully diluted $ (0.36 ) $ 0.22 |
Acquisition of WingHouse (Table
Acquisition of WingHouse (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Of Winghouse | |
Schedule of Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed were comprised of the following as of October 11, 2019: Accounts receivable (trade) $ 195,982 Inventory 745,732 Prepaid expenses 962,390 Favorable lease asset 163,838 Intangible assets 5,380,000 Goodwill 11,246,741 Fixed assets 5,472,583 Total assets acquired 24,167,264 Accounts payable and other current liabilities (5,537,935 ) Total liabilities assumed (5,537,938 ) Net assets acquired with note payable and deferred compensation liability $ 18,629,329 |
Schedule of Pro Forma Financial Information | The following table summarizes certain financial information for the years ended December 31, 2019 and 2018 contained in the Company’s consolidated financial statements and certain unaudited pro forma financial information for the years ended December 31, 2019 and 2018 as if the acquisition of WingHouse had occurred on January 1, 2018: Year Ended December 31, 2019 Year Ended December 31, 2018 Revenue $ 72,983,613 $ 70,145,206 Loss from continuing operations (4,675,326 ) (2,702,736 ) Net loss (5,657,696 ) (2,251,023 ) Net loss per share – basic & fully diluted $ (0.76 ) $ (0.33 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory was comprised of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Food $ 423,247 $ 120,426 Beverages 423,724 90,599 Total $ 846,971 $ 211,025 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment was comprised of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Land, buildings and improvements $ -0- $ 11,500,000 Leasehold improvements 5,356,598 323,500 Furniture, fixtures and equipment 6,310,652 1,021,735 Subtotal 11,667,250 12,845,235 Less: accumulated depreciation (4,005,394 ) (307,733 ) Total $ 7,661,856 $ 12,537,502 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Future Amortization Expense Recognized | The following table presents the future amortization expense to be recognized from the Company’s intangible assets at December 31, 2019: Year Amortization Expense to be Recognized 2020 $ 3,768 2021 3,768 2022 3,768 2023 1,493 2024 — Thereafter — Total $ 12,797 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill during fiscal years 2020 and 2019 are summarized as follows: Balance at December 31, 2018 $ -0- Acquisition of WingHouse 11,246,741 Balance at December 31, 2019 $ 11,246,741 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Equity Investment to Measure Fair Value on a Recurring Basis | The following table presents the contingent consideration recorded by the Company in connection with the acquisition of Seediv within the fair value hierarchy utilized to measure fair value on a recurring basis at December 31, 2019 and 2018, respectively: Level 1 Level 2 Level 3 December 31, 2019 $ — $ 55,356 $ — December 31, 2018 $ — $ 55,356 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating and Financing Lease Assets and Liabilities | The following table sets forth information about the Company’s operating and financing lease assets and liabilities included in its condensed consolidated balance sheet as of December 31, 2019: Classification on the Condensed Consolidated Balance Sheet December 31, 2019 Assets Operating lease right-of-use assets Right-of-use assets $ 45,420,680 Financing lease right-of-use assets Right-of-use assets 10,175,399 Total right of use assets $ 55,596,079 Liabilities Current liabilities: Operating lease liability Current operating lease liabilities $ 580,646 Financing lease liability Current portion of other long-term liabilities 202,944 Non-current liabilities: Operating lease liabilities, net of current portion Operating lease liabilities 44,857,127 Financing lease liabilities, net of current portion Other long-term liabilities 11,007,202 Total lease liabilities $ 56,647,919 |
Schedule of Supplemental Cash Flow Information Related to Leases | The following table sets forth the supplemental cash flow information related to the Company’s leases for the year ended December 31, 2019: Year Ended December 31, 2019 Cash paid for amounts included in the measurement Operating cash flows from operating leases $ 1,075,257 Operating cash flows from financing leases 706,226 Financing cash flows from financing leases 575,639 |
Schedule of Components Lease Cost Related | The following table sets forth the components of lease costs related to the Company’s leases for the year ended December 31, 2019: Year Ended December 31, 2019 Operating lease costs $ 1,256,680 Financing lease costs: Amortization of right-of-use assets $ 575,639 Interest on lease liabilities 706,226 Total financing lease costs $ 1,281,865 |
Schedule of Weighted Average Lease Term and Discount Rates for Operating and Financing Leases | The following table shows certain information related to the weighted-average remaining lease terms and the weighted-average discount rates for our operating and financing leases: Weighted Average Remaining Lease Term Weighted Average Discount Rate (in years) (annual) Operating leases 10.63 7.80 % Financing leases 18.68 8.00 % |
Schedule of Maturity of Operating and Financing Lease Liabilities | The following table sets forth the maturity of our operating and financing leases liabilities as of December 31, 2019: Operating Leases Financing Leases Year Ended December 31, 2020 $ 3,914,645 $ 897,425 2021 3,986,799 913,130 2022 4,223,585 929,110 2023 4,110,365 945,369 2024 3,986,342 961,913 Thereafter 64,331,469 14,962,120 Total lease payments 84,553,205 19,609,066 Less: imputed interest (39,115,432 ) (8,398,921 ) Total $ 45,437,773 $ 11,210,146 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Annual Payments Under the Sponsorship Agreement | The following table presents the future minimum annual payments under the sponsorship agreement as of December 31, 2019: Year Minimum Annual Payments 2020 $ 794,000 2021 794,000 2022 794,000 2023 794,000 2024 794,000 Thereafter 3,176,000 Total $ 7,146,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Financial Information | Information on segments and a reconciliation of income from operations to net loss is as follows: Year Ended December 31, 2019 2018 Revenue Company-owned restaurants $ 28,209,180 $ 8,374,022 Franchise operations 881,844 1,126,515 Total revenue $ 29,091,024 $ 9,500,537 Net loss Company-owned restaurants $ 201,110 $ 174,398 Franchise operations 262,538 733,696 Total income from operations 463,648 908,094 Corporate and unallocated expenses (3,108,094 ) (1,190,577 ) Net loss $ (2,644,446 ) $ (282,483 ) Depreciation and Amortization Company-owned restaurants $ 606,426 $ 251,633 Franchise operations — — Corporate 5,511 1,281 Total $ 611,937 $ 252,914 Capital Expenditures Company-owned restaurants $ 1,178,123 $ 12,658,385 Franchise operations — — Corporate 9,000 32,917 Total $ 1,187,123 $ 12,691,302 |
Description of Business (Detail
Description of Business (Details Narrative) - Restaurants | Dec. 31, 2019 | Oct. 11, 2019 | Dec. 31, 2018 |
Number of restaurants | 14 | 19 | |
Franchisees [Member] | |||
Number of restaurants | 16 | ||
ARC Group, Inc [Member] | |||
Number of restaurants | 4 | ||
WingHouse [Member] | |||
Number of restaurants | 24 | ||
WingHouse [Member] | Florida [Member] | |||
Number of restaurants | 24 | ||
Fat Patty's [Member] | |||
Number of restaurants | 4 | ||
Dick's Wings [Member] | |||
Number of restaurants | 20 | ||
Dick's Wings [Member] | Florida [Member] | |||
Number of restaurants | 16 | ||
Dick's Wings [Member] | Georgia [Member] | |||
Number of restaurants | 4 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2017 |
Net loss | $ (2,644,446) | $ (282,483) | |||
Accumulated deficit | (7,891,999) | (5,247,553) | |||
Working capital deficit | (12,626,245) | ||||
Amortization expense of intangible assets | $ 3,768 | 2,275 | |||
Description for general adverting fund | Company-owned and franchised restaurants are required to contribute at least 1%, but not more than 2%, of their gross revenue to the Company's general advertising fund. | ||||
Deferred income | $ 17,968 | 131,244 | |||
Deferred franchise fees | 168,516 | 65,234 | $ 196,478 | ||
Advertising fund fees | 127,584 | 189,362 | |||
Marketing and advertising costs | 813,866 | 423,911 | |||
Deferred Tax Assets, Net of Valuation Allowance | 1,136,525 | 581,191 | |||
Net operating loss carry-forwards | 5,212,000 | 2,568,000 | |||
Uncertain tax position, benefits | |||||
Recognized assets, operating leases | 45,420,680 | ||||
Recognized liabilities, operating leases | $ 45,437,773 | ||||
ASC Topic 842 [Member] | |||||
Recognized assets, operating leases | $ 3,832,779 | ||||
Recognized liabilities, operating leases | $ 3,832,286 | ||||
Seenu G Kasturi [Member] | |||||
Net operating loss carry-forwards | $ 120,000 | ||||
Number of shares purchased | 2,647,144 | ||||
Common stock, outstanding percentage | 38.40% | ||||
Operating Loss Carryforwards, Limitations on Use | Seenu G. Kasturi, who on December 31, 2019 served as the Company's Chief Executive Officer and Chairman of its board of directors, purchased 2,647,144 shares of the Company's common stock, which represented approximately 38.4% of the outstanding shares of the Company's common stock on that date, from William D. Leopold. This transaction has been deemed to have resulted in a change in ownership of the Company pursuant to Internal Revenue Code Section 382. As a result, the Company can utilize up to $120,000 of pre-ownership change net operating loss carryforwards each year. |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 29,091,024 | $ 9,500,537 |
Restaurant Sales [Member] | ||
Total revenue | 28,234,826 | 8,374,022 |
Royalties [Member] | ||
Total revenue | 710,646 | 787,189 |
Franchise Fees [Member] | ||
Total revenue | 17,968 | 131,244 |
Advertising Fund Fees [Member] | ||
Total revenue | 127,584 | 189,362 |
Other Revenue [Member] | ||
Total revenue | 25,645 | 18,720 |
Florida [Member] | ||
Total revenue | 17,897,046 | 5,011,328 |
Georgia [Member] | ||
Total revenue | 1,053,739 | 504,983 |
Kentucky [Member] | ||
Total revenue | 2,533,631 | 856,981 |
Louisiana [Member] | ||
Total revenue | 625,227 | 185,742 |
North Carolina [Member] | ||
Total revenue | 1,500 | |
Texas [Member] | ||
Total revenue | 1,250 | |
West Virginia [Member] | ||
Total revenue | $ 6,978,631 | $ 2,941,503 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Deferred Franchise Fees Under Contract Balances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Deferred franchise fees Beginning | $ 65,234 | $ 196,478 |
Revenue recognized during the period | (17,968) | (131,244) |
New deferrals due to cash received | 121,250 | |
Deferred franchise fees Ending | $ 168,516 | $ 65,234 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Estimated Franchise Fees to be Recognized in the Future Related to Performance Obligations (Details) | Dec. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
2020 | $ 24,000 |
2021 | 22,925 |
2022 | 21,000 |
2023 | 18,637 |
2024 | 18,000 |
Thereafter | 63,954 |
Total | $ 168,516 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Deferred tax assets: Net operating loss carryforwards | $ 1,199,902 | $ 644,568 |
Deferred tax assets: Accruals | 93,247 | 93,247 |
Deferred tax liabilities: Gain on bargain purchase | (156,624) | (156,624) |
Valuation allowance | (1,136,525) | (581,191) |
Net deferred tax assets |
Acquisition of Fat Patty's (Det
Acquisition of Fat Patty's (Details Narrative) - USD ($) | Aug. 30, 2018 | Aug. 03, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Proceeds from related party debt | $ 2,123,963 | $ 367,736 | ||
Gain on bargain purchase option | 624,952 | |||
Revenue | 29,091,024 | 9,500,537 | ||
Net income loss | (2,644,446) | (282,483) | ||
Fat Patty [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to sellers for assets | $ 12,352,000 | |||
Agreed payment, description | The Company agreed to pay the Sellers $12,352,000 for the assets, of which $12,000,000 was to be paid to the Sellers at closing, $40,000 was to be paid to the Sellers within 10 days after the closing and the remaining $312,000 will be paid to the Sellers on the first anniversary of the closing. | |||
Net assets acquired by entity | $ 852,000 | 852,000 | ||
Acquisition - related transaction costs | 82,929 | |||
Fair value of the identifiable assets acquired and liabilities assumed | 1,476,952 | |||
Gain on bargain purchase option | 624,952 | 624,952 | ||
Revenue | 9,512,262 | 3,798,484 | ||
Net income loss | $ 645,397 | $ 164,182 | ||
Fat Patty [Member] | Seenu G Kasturi [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from related party debt | $ 622,929 | |||
Interest rate per annum | 6.00% | |||
Common stock at a conversion rate | $ 1.36 | |||
Store Capital Acquisitions, LLC [Member] | Purchase And Sale Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from sale of real properties upon which restaurants acquired | $ 11,500,000 | |||
Purchase description | Accordingly, the Company never took title to, or ownership of, the FP Properties. As a result, the ultimate purchase price paid by the Company was $852,000, which was the difference between the $12,352,000 purchase price for the assets that the Company agreed to pay to the Sellers and the $11,500,000 purchase price for the FP Properties that was paid by Store Capital. The closing of the Property Acquisition occurred on August 30, 2018. | |||
Store Capital Acquisitions, LLC [Member] | Master Lease Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Lease expires date | Aug. 31, 2038 | |||
Additional successive term of lease | 5 years | |||
Aggregate base annual rent | $ 876,875 | |||
Percentage of increase in additional rent | 1.75% | |||
Price index description | (i) 1.75%, or (i) 1.25 times the change in the Consumer Price Index. |
Acquisition of Fat Patty's - Sc
Acquisition of Fat Patty's - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Aug. 03, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Gain on bargain purchase | $ (624,952) | ||
Fat Patty [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 7,100 | ||
Inventory | 91,424 | ||
Intangible assets | 788,840 | ||
Equipment | 614,295 | ||
Total assets acquired | 1,501,659 | ||
Gift card liabilities | (24,707) | ||
Total liabilities assumed | (24,707) | ||
Gain on bargain purchase | (624,952) | $ (624,952) | |
Net assets acquired with note payable and deferred compensation liability | $ 852,000 | $ 852,000 |
Acquisition of Fat Patty's - _2
Acquisition of Fat Patty's - Schedule of Pro Forma Financial Information (Details) - Fat Patty [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 29,091,024 | $ 17,352,358 |
(Loss) / income from continuing operations | (1,985,850) | 1,024,359 |
Net income / (loss) | $ (2,644,446) | $ 1,520,520 |
Net income / (loss) per share - basic | $ (0.36) | $ 0.23 |
Net income / (loss) per share - fully diluted | $ (0.36) | $ 0.22 |
Acquisition of WingHouse (Detai
Acquisition of WingHouse (Detail Narrative) | Oct. 11, 2019USD ($)Restaurants$ / shares | Oct. 11, 2019USD ($)Restaurants$ / shares | Oct. 11, 2019USD ($)Restaurants$ / shares | Dec. 31, 2019USD ($)Restaurants | Dec. 31, 2018USD ($)Restaurants |
Number of restaurants | Restaurants | 14 | 19 | |||
Debt instrument principal amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Net loss | $ (2,644,446) | $ (282,483) | |||
Seenu G Kasturi [Member] | |||||
Equity ownership percentage | 87.30% | ||||
Loan Agreement [Member] | |||||
Debt instrument principal amount | 12,250,000 | 12,250,000 | 12,250,000 | ||
ARC WingHouse LLc [Member] | City National Bank [Member] | |||||
Debt instrument principal amount | $ 12,250,000 | $ 12,250,000 | $ 12,250,000 | ||
Debt instrument interest rate | 6.00% | 6.00% | 6.00% | ||
Monthly payments of principal and interest | $ 179,481 | ||||
Debt instrument maturity date | Oct. 11, 2024 | ||||
Debt instrument description | Under the CNB Note, provided, however, that (i) if ARC WingHouse prepays any portion of the outstanding balance of the CNB Note during the first year of the term of the CNB Note, ARC WingHouse will pay a fee to City National Bank in an amount equal to three percent (3%) of the amount prepaid by ARC WingHouse in excess of $2,250,000, (ii) if ARC WingHouse prepays any portion of the outstanding balance of the CNB Note during the second year of the term of the CNB Note, ARC WingHouse will pay to City National Bank a fee in an amount equal to two percent (2%) of the amount prepaid by ARC WingHouse, and (iii) if ARC WingHouse prepays any portion of the outstanding balance of the CNB Note during the third (3rd) year of the term of the CNB Note, ARC WingHouse will pay to City National Bank a fee in an amount equal to one percent (1%) of the amount prepaid by ARC WingHouse. | ||||
ARC WingHouse LLc [Member] | City National Bank [Member] | SW Note [Member] | |||||
Debt instrument principal amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Debt instrument interest rate | 5.00% | 5.00% | 5.00% | ||
Debt instrument description | The entire outstanding principal balance of the SW Note plus all accrued interest is due and payable in full on the earliest to occur of: (i) the first anniversary of the date of the SW Note, (ii) the merger or sale of substantially all the membership interest or assets of ARC WingHouse, and (iii) the liquidation, dissolution or winding up of ARC WingHouse. After April 11, 2020, but no sooner than City National Bank receives ARC WingHouse's audited financial statements for the year ended December 31, 2019 and ARC WingHouse's quarterly financial statements for the quarter end March 30, 2020, so long as ARC WingHouse is in compliance with the financial covenants contained in the Loan Agreement and no event of default has occurred, City National Bank, upon the request of ARC WingHouse, will disburse certain amounts to pay down the SW Note. | ||||
Deposit | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
ARC WingHouse LLc [Member] | City National Bank [Member] | Seenu G Kasturi [Member] | KCT Note [Member] | |||||
Debt instrument principal amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||
Debt instrument interest rate | 6.00% | 6.00% | 6.00% | ||
Deposit | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||
ARC WingHouse LLc [Member] | Loan Agreement [Member] | |||||
Debt instrument amount borrowed | $ 12,250,000 | $ 12,250,000 | $ 12,250,000 | ||
ARC WingHouse LLc [Member] | WH Assignment Agreement [Member] | |||||
Number of restaurants | Restaurants | 14 | 14 | 14 | ||
Debt instrument description | The Company has the option to extend the term of the lease for four additional successive periods of five years each. | ||||
Agreement date | Jan. 31, 2017 | ||||
Lease expire date | Jan. 31, 2032 | ||||
Base annual rent | $ 2,041,848 | $ 2,041,848 | $ 2,041,848 | ||
Leaser, description | The aggregate base annual rent is $2,041,848 and is subject to increases commencing February 1, 2022 and every five years thereafter in an amount equal to the lesser of: (i) 10%, or (ii) 1.3 times the change in the Consumer Price Index. The Company is responsible for all costs and obligations relating to the WH Properties. | ||||
ARC WingHouse LLc [Member] | Minimum [Member] | |||||
Number of shares of common stock | $ 6,000,000 | ||||
First Anniversary [Member] | |||||
Shares issued price per share | $ / shares | $ 1.40 | $ 1.40 | $ 1.40 | ||
Second Anniversary [Member] | |||||
Shares issued price per share | $ / shares | 2 | 2 | 2 | ||
Thrid Anniversary [Member] | |||||
Shares issued price per share | $ / shares | $ 3 | $ 3 | $ 3 | ||
WingHouse Bar and Grill Restaurant [Member] | |||||
Number of restaurants | Restaurants | 24 | 24 | 24 | ||
Purchasers agreed to pay for an working capital | $ 18,000,000 | ||||
ARC WingHouse LLc [Member] | |||||
Purchasers agreed to pay for an working capital | $ 12,000,000 | ||||
Equity ownership percentage | 10.00% | 10.00% | 10.00% | ||
Number of shares of common stock | $ 1,000,000 | ||||
Cash payment in lieu of purchase | $ 1,000,000 | ||||
Revenue | $ 11,929,593 | ||||
Net loss | $ 1,394 |
Acquisition of WingHouse - Sche
Acquisition of WingHouse - Schedule of Assets Acquired and Liabilities Assumed (Details) - WingHouse [Member] | Oct. 11, 2019USD ($) |
Accounts receivable (trade) | $ 195,982 |
Inventory | 745,732 |
Prepaid expenses | 962,390 |
Favorable lease asset | 163,838 |
Intangible assets | 5,380,000 |
Goodwill | 11,246,741 |
Fixed assets | 5,472,583 |
Total assets acquired | 24,167,264 |
Accounts payable and other current liabilities | (5,537,935) |
Total liabilities assumed | (5,537,938) |
Net assets acquired with note payable and deferred compensation liability | $ 18,629,329 |
Acquisition of WingHouse - Sc_2
Acquisition of WingHouse - Schedule of Pro Forma Financial Information (Details) - WingHouse [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 72,983,613 | $ 70,145,206 |
Loss from continuing operations | (4,675,326) | (2,702,736) |
Net loss | $ (5,657,696) | $ (2,251,023) |
Net loss per share - basic & fully diluted | $ (0.76) | $ (0.33) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Total | $ 846,971 | $ 211,025 |
Food [Member] | ||
Inventory [Line Items] | ||
Total | 423,247 | 120,426 |
Beverages [Member] | ||
Inventory [Line Items] | ||
Total | $ 423,724 | $ 90,599 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,667,250 | $ 12,845,235 |
Depreciation expense | 611,937 | 252,914 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 0 | $ 11,500,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 11,667,250 | $ 12,845,235 |
Less: accumulated depreciation | (4,005,394) | (307,733) |
Total | 7,661,856 | 12,537,502 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 0 | 11,500,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 5,356,598 | 323,500 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 6,310,652 | $ 1,021,735 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Oct. 11, 2019 | Aug. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amount of Intangible assets | $ 6,162,797 | $ 786,565 | ||
Non-compete agreement, amortization method | The Company amortizes the Fat Patty's non-compete agreement on a straight-line basis over the expected period of benefit, which is five years. The tradenames have an indefinite life and are not subject to amortization but tested for impairment on an annual basis. | |||
Non-compete agreement, expected period | 5 years | |||
Amortization recognized | $ 3,768 | 2,275 | ||
Non-compete Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization recognized | $ 3,768 | $ 2,275 | ||
Fat Patty [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amount of Intangible assets | $ 788,840 | |||
Fat Patty [Member] | Non-compete Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amount of Intangible assets | 18,840 | |||
Trade Names [Member] | Fat Patty [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amount of Intangible assets | $ 5,380,000 | $ 770,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization Expense Recognized (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 6,162,797 | $ 786,565 |
Intangible Assets [Member] | ||
2020 | 3,768 | |
2021 | 3,768 | |
2022 | 3,768 | |
2023 | 1,493 | |
2024 | ||
Thereafter | ||
Total | $ 12,797 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2018 | |
Acquisition of WingHouse | 11,246,741 |
Balance at December 31, 2019 | $ 11,246,741 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Dec. 19, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 55,356 | $ 55,356 | ||
Membership Interest Purchase Agreement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout payment | $ 199,682 | |||
Acquisition of Seediv [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 20,897 | |||
Additional compensation expense | 178,785 | |||
Increase in contingent consideration | $ 199,682 | |||
Seenu G Kasturi [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earnout payment | $ 600,000 | $ 144,326 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Equity Investment to Measure Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 55,356 | $ 55,356 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 55,356 | 55,356 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2019 | Oct. 31, 2017 | Oct. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 11, 2019 | Sep. 30, 2019 | Jul. 31, 2016 | Jun. 30, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Aggregate original principal amount | $ 1,000,000 | ||||||||||
Interest aggregate amount | $ 2 | $ 715 | |||||||||
Interest receivable | |||||||||||
Short term notes receivable | 2,967 | ||||||||||
Long term notes receivable | 2,553 | ||||||||||
Promissory Notes [Member] | Line of Credit Agreement [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Debt instrument term | 2 years | 2 years | 2 years | ||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||||
Principal outstanding under loan current | $ 25,000 | 414 | $ 28,136 | ||||||||
Franchisees [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Aggregate original principal amount | $ 7,659 | ||||||||||
Principal outstanding under loan current | 2,340 | 5,106 | |||||||||
Debt instrument maturity date | Dec. 1, 2020 | ||||||||||
Franchisees [Member] | Line of Credit Agreement [Member] | Maximum [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Aggregate original principal amount | $ 28,136 | ||||||||||
Franchisees [Member] | Second Line of Credit Agreement [Member] | Maximum [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Aggregate original principal amount | $ 25,000 | ||||||||||
Franchisees [Member] | Promissory Notes [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Aggregate original principal amount | $ 25,000 | ||||||||||
Franchisees [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Aggregate original principal amount | $ 15,000 | ||||||||||
Debt instrument maturity date | Jul. 1, 2019 | ||||||||||
Monthly installment payments | $ 2,000 | ||||||||||
Franchisees [Member] | Six Month Payments [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Monthly installment payments | $ 2,000 | ||||||||||
Franchisees [Member] | Final Payments [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Debt instrument maturity date | Jan. 27, 2020 | ||||||||||
Monthly installment payments | $ 1,000 | ||||||||||
Unrelated Third Parties [Member] | |||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||
Notes receivable | $ 2,340 | $ 5,520 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Oct. 11, 2019 | Aug. 30, 2018 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2013 |
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 1,000,000 | ||||||
Proceeds from related party debt | $ 2,123,963 | $ 367,736 | |||||
Repayments of debt from related party | 71,877 | ||||||
Amortization of discount | (122,733) | 9,548 | |||||
Notes payable | 153,865 | 145,290 | |||||
Financing and operating lease liabilities | 16,528,506 | 720,178 | |||||
Kasturi Children's Trust [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | 1,250,000 | ||||||
Interest expense | 9,452 | ||||||
Soaring Wings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | 1,000,000 | ||||||
Interest expense | $ 12,603 | ||||||
Secured Convertible Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | 37,273 | ||||||
Debt instrument discount | $ 155,732 | 107,952 | 139,084 | ||||
Amortization of discount | 31,132 | 10,442 | |||||
Outstanding balance | 514,977 | 483,845 | |||||
Secured Convertible Promissory Note [Member] | Seenu G Kasturi [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from related party debt | $ 622,929 | ||||||
Promissory Note [Member] | Soaring Wings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest accrued rate | 9.00% | ||||||
Debt instrument face amount | $ 792,100 | ||||||
Short - Term [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 5,974,745 | ||||||
Long Term [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 10,553,761 | ||||||
Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | 207,033 | 18,751 | |||||
Blue Victory Holdings, Inc [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest accrued rate | 6.00% | ||||||
Debt instrument face amount | 1,110,296 | 236,333 | $ 30,503 | ||||
Proceeds from related party debt | 2,616,870 | 277,707 | |||||
Repayments of debt from related party | 1,742,907 | 71,877 | |||||
Interest expense | 23,744 | ||||||
Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | 12,250,000 | ||||||
Loan Agreement [Member] | City National Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 12,250,000 | 12,014,998 | |||||
Interest expense | 123,961 | ||||||
Loan Agreement [Member] | Blue Victory Holdings, Inc [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 50,000 | $ 1,000,000 | |||||
Credit facility interest rate | 6.00% | ||||||
Line of credit facility | |||||||
Principal outstanding under credit facility |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Lease term description | The Company's real estate leases include one or more options to renew, with renewal terms that can extend the lease term from three to five years or more. |
Minimum [Member] | |
Lease renewal term | 3 years |
Maximum [Member] | |
Lease renewal term | 5 years |
Leases - Schedule of Operating
Leases - Schedule of Operating and Financing Lease Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 45,420,680 | |
Financing lease right-of-use assets | 10,175,399 | |
Total right of use assets | 55,596,079 | |
Operating lease liability, current operating lease liabilities | 580,646 | |
Financing lease liability, current portion of other long-term liabilities | 202,944 | 175,764 |
Operating lease liabilities, net of current portion | 44,857,127 | |
Financing lease liabilities, net of current portion | 11,007,202 | $ 11,210,146 |
Total lease liabilities | $ 56,647,919 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 1,075,257 |
Operating cash flows from financing leases | 706,226 |
Financing cash flows from financing leases | $ 575,639 |
Leases - Schedule of Components
Leases - Schedule of Components Lease Cost Related (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Operating lease costs | $ 1,256,680 | |
Financing lease costs, Amortization of right-of-use assets | 575,639 | |
Financing lease costs, Interest on lease liabilities | 706,226 | |
Total financing lease costs | $ 1,281,865 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease Term and Discount Rates for Operating and Financing Leases (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating Leases, Weighted Average Remaining Lease Terms (years) | 10 years 7 months 17 days |
Operating Leases, Weighted Average Discount Rate | 7.80% |
Finance Leases, Weighted Average Remaining Lease Terms (years) | 18 years 8 months 5 days |
Finance Leases, Weighted Average Discount Rate | 8.00% |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating and Financing Lease Liabilities (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 3,914,645 |
2021 | 3,986,799 |
2022 | 4,223,585 |
2023 | 4,110,365 |
2024 | 3,986,342 |
Thereafter | 64,331,469 |
Total lease payments | 84,553,205 |
Less: imputed interest | (39,115,432) |
Total | 45,437,773 |
2020 | 897,425 |
2021 | 913,130 |
2022 | 929,110 |
2023 | 945,369 |
2024 | 961,913 |
Thereafter | 14,962,120 |
Total lease payments | 19,609,066 |
Less: imputed interest | (8,398,921) |
Total | $ 11,210,146 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Apr. 30, 2019 | Apr. 30, 2019 | Apr. 30, 2019 | Apr. 17, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Sep. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Capital Stock [Line Items] | ||||||||||||||||||||
Class A common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||
Class A common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Class A common stock, shares outstanding | 7,429,621 | 7,429,621 | 6,680,065 | |||||||||||||||||
Series A convertible preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||
Series A convertible preferred stock, par value | $ 0.01 | |||||||||||||||||||
Stock based compensation | $ 312,600 | $ 329,688 | ||||||||||||||||||
Preferred stock description | Each share of Series A convertible preferred stock is entitled to 100 votes per share and is convertible into one share of the Company's common stock at a conversion price of $0.75 per share of common stock | |||||||||||||||||||
Number of stock option exercisable | 30,000 | 30,000 | ||||||||||||||||||
Number of shares issued for services, value | $ 322,602 | 319,686 | ||||||||||||||||||
Subscription amount | $ 3,024,822 | 3,024,822 | 15,453 | |||||||||||||||||
Debt conversion description | The Company's common stock on the Nasdaq Stock Market, NYSE or NYSE MKT within 12 months after the final closing of the Offering, each share of Series B convertible preferred stock will automatically convert into the securities issued by the Company in the Qualified Public Offering (the "Conversion Securities") at a conversion price equal to the lesser of: (a) $1.40 per share, and (b) the greater of: (i) 70% of the public offering price of the Conversion Securities, and (ii) $0.28 per share (the "Conversion Price"), subject to adjustment. The Conversion Price is subject to adjustment for stock splits, stock dividends, or the reclassification of the common stock. In the event that the Company does not complete a Qualified Public Offering within 12 months after the final closing of the Offering or does not file with the SEC the audited financial statements and other financial information required to be filed in connection with the Company's acquisition of the Fat Patty's restaurant concept on August 30, 2018 or in connection with the Company's proposed acquisition of the Tilted Kilt within four months after the final closing of the Offering, the Company will be required to repurchase all Shares issued in the Offering for a purchase price of $1.75 per share. | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of shares issued for services, value | $ 7,495 | $ 1,788 | ||||||||||||||||||
Number of shares issued for services | 749,556 | 178,777 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 285,150 | $ 329,688 | ||||||||||||||||||
Crescendo Communications, LLC [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | 22,722 | |||||||||||||||||||
Number of shares issued for services, value | $ 7,000 | $ 12,250 | ||||||||||||||||||
Number of shares issued for services | 1,500 | 3,500 | ||||||||||||||||||
Maxim Group, LLC [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 125,000 | |||||||||||||||||||
Stock based compensation | 245,000 | |||||||||||||||||||
Number of shares issued, values | $ 7,500 | |||||||||||||||||||
Maxim and Joseph Gunnar & Co., LLC [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||
Warrant exercise price per share | $ 1.70 | $ 1.70 | $ 1.70 | $ 1.70 | $ 1.70 | |||||||||||||||
Debt instrument, terminate date | Apr. 30, 2019 | |||||||||||||||||||
Debt instrument, extended date | May 31, 2019 | |||||||||||||||||||
Percentage of placement fee | 7.00% | |||||||||||||||||||
Number of shares of common stock purchase percentage | 7.00% | |||||||||||||||||||
Blue Victory [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of shares issued, values | 15,000 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Class A common stock, shares outstanding | 6,974,008 | |||||||||||||||||||
Maximum [Member] | Maxim and Joseph Gunnar & Co., LLC [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Additional offering increased in value | $ 1,000,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Class A common stock, shares outstanding | 6,524,427 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Subscription amount | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||
Franchisees [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 5,625 | |||||||||||||||||||
Stock based compensation | $ 9,000 | |||||||||||||||||||
Debt instrument, terminate date | Dec. 1, 2020 | |||||||||||||||||||
Employee [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 6,254 | 69,855 | 10,002 | |||||||||||||||||
Number of stock option exercisable | 30,000 | |||||||||||||||||||
Number of restricted stock award granted | 225,000 | |||||||||||||||||||
Employee [Member] | May 15, 2021 [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 20,000 | |||||||||||||||||||
Number of shares issued, values | $ 33,000 | |||||||||||||||||||
Seenu G Kasturi [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 147 | |||||||||||||||||||
Number of shares vested | 10,706 | |||||||||||||||||||
Seenu G Kasturi [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 195,329 | 40,647 | ||||||||||||||||||
Number of shares vested | 130,000 | 130,000 | ||||||||||||||||||
Seenu G Kasturi [Member] | Employment Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 13,353 | |||||||||||||||||||
Joseph Dominiak [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | $ 4,739 | |||||||||||||||||||
Number of restricted stock award granted | 100,000 | |||||||||||||||||||
Joseph Dominiak [Member] | Annual Installments, One [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of restricted stock award granted | 33,333 | |||||||||||||||||||
Joseph Dominiak [Member] | Annual Installments, Two [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of restricted stock award granted | 33,333 | |||||||||||||||||||
Joseph Dominiak [Member] | Annual Installments, Three [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of restricted stock award granted | 33,334 | |||||||||||||||||||
Franchisees [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Debt instrument, terminate date | Jul. 1, 2019 | |||||||||||||||||||
Franchisees [Member] | Blue Victory [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock based compensation | 11,063 | |||||||||||||||||||
Number of shares issued, values | $ 8,850 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Series A convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||
Series A convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Series A convertible preferred stock, shares outstanding | 449,581 | 449,581 | 449,581 | |||||||||||||||||
Series A Convertible Preferred Stock [Member] | Seenu G Kasturi [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 449,581 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Seenu G Kasturi [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 449,581 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Series A convertible preferred stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||
Series A convertible preferred stock, par value | $ 0.01 | $ 1.40 | $ 1.40 | $ 1.40 | $ 1.40 | $ 1.40 | $ 0.01 | $ 0.01 | ||||||||||||
Series A convertible preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||
Warrant exercise price per share | $ 1.40 | $ 1.40 | $ 1.40 | $ 1.40 | $ 1.40 | |||||||||||||||
Description on private placement | As revised, the Offering covers the sale of up to 1,785,715 units, each unit comprised of one share of Series B convertible preferred stock (the "Shares") and one warrant to purchase one share of common stock at a purchase price of $1.40 per unit, for an aggregate offering price of $2,500,000. | |||||||||||||||||||
Additional offering increased in value | $ 2,500,000 | |||||||||||||||||||
Warrant description | (i) $1.70 per share, and the greater of: (ii) one hundred twenty percent (120%) of the conversion price of the Shares and $0.28 per share, subject to adjustment. The units were being offered without registration under the Securities Act solely to persons who qualify as accredited investors, as that term is defined in Rule 501 of Regulation D under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. | |||||||||||||||||||
Designating shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||
Unissued shares of preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Debt conversion description | The greater of (i) $1.40 plus any declared and unpaid dividends thereon, and (ii) the amount per share such holder would receive if such holder converted such shares of Series B convertible preferred stock into shares of common stock at a conversion price of $1.40, subject to adjustment. | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of units sold | 1,785,715 | |||||||||||||||||||
Private Offering [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Warrant purchase price | $ 1.40 | |||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||
Warrant exercise price per share | $ 1.55 | |||||||||||||||||||
Description on private placement | The Company agreed to Maxim a placement fee equal to 7% of the aggregate gross proceeds raised in the Offering and warrants exercisable for a term of five years to purchase 4% of the number of shares of common stock included in the units sold in the Offering at an exercise price of $1.55 per share. | |||||||||||||||||||
Debt instrument, terminate date | Mar. 31, 2019 | |||||||||||||||||||
Debt instrument, extended date | May 31, 2019 | |||||||||||||||||||
Subscription amount | $ 500,000 | |||||||||||||||||||
Private Offering [Member] | Maximum [Member] | ||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||
Number of private offering shares | 5,000,000 | |||||||||||||||||||
Additional offering increased in value | $ 1,000,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Stock Options and Warrants [Abstract] | ||
Number of stock option shares issued | 1 | |
Number of stock option exercisable | 30,000 | |
Stock option exercise price | $ 1.49 | |
Number of stock option outstanding | ||
Number of warrants exercisable | ||
Number of warrants outstanding |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details Narrative) - shares | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Aug. 31, 2011 | Dec. 31, 2018 | Dec. 31, 2019 | Aug. 18, 2011 | |
Number of common stock granted to employees, officers and directors of, and consultants and advisors | 1 | ||||
Stock Incentive Plan 2011 [Member] | |||||
Number of common stock granted to employees, officers and directors of, and consultants and advisors | 1,214,286 | ||||
Number of common stock available for issuance | 142,858 | 1,214,286 | |||
Termination of plan | The plan terminates in August 2021. | ||||
Stock Incentive Plan 2014 [Member] | |||||
Number of common stock granted to employees, officers and directors of, and consultants and advisors | 1,000,000 | ||||
Number of common stock available for issuance | 1,000,000 | ||||
Termination of plan | The plan terminates in June 2024. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 12, 2022 | Apr. 08, 2022 | Nov. 12, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Nov. 12, 2020 | Apr. 08, 2020 | Mar. 31, 2020 | Nov. 12, 2019 | Nov. 06, 2019 | Jul. 15, 2019 | Jul. 09, 2019 | Apr. 08, 2019 | Mar. 31, 2019 | Jan. 02, 2019 | Jan. 18, 2017 | Jan. 22, 2013 | Jan. 22, 2013 | May 31, 2021 | Aug. 31, 2020 | May 31, 2020 | Nov. 30, 2017 | Jul. 31, 2015 | Jul. 31, 2013 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Equity awards value | $ 9,579,783 | $ 2,801,867 | |||||||||||||||||||||||||
Number of shares granted | 1 | ||||||||||||||||||||||||||
Common stock par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Professional fees | $ 525,065 | $ 796,473 | |||||||||||||||||||||||||
Revenue | 29,091,024 | 9,500,537 | |||||||||||||||||||||||||
Income from insurance proceeds | 219,005 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Sponsorship agreement, amended description | In the Third Amendment to the Sponsorship Agreement, the Jacksonville Jaguars acknowledge that payments for the first, second and third contract year have been paid in full. The annual fees for the fourth and fifth contract year shall be paid in four equal installment each due on or prior to July 1, August 1, September 1 and October 1 of the applicable contract year. | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2018/19 [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | $ 35,000 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2019/20 [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 35,700 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2020/21 [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 6,875 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2018/19 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 200,000 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2019/20 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 500,000 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2020/21 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 150,000 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2021/22 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 100,000 | ||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2022/23 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | $ 105,000 | ||||||||||||||||||||||||||
Fat Patty's Restaurant [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Proceeds from insurance received | 770,718 | ||||||||||||||||||||||||||
Revenue | 584,521 | ||||||||||||||||||||||||||
Income from insurance proceeds | $ 186,197 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Sponsorship agreement, amended description | Under the terms of the amendment, the parties agreed to extend the term of this agreement to: (i) the conclusion of the 2022/23 NFL season, and (ii) the last day in February 2023. The term deemed to have commenced as of April 1, 2018. | The amendment is for a term of three NFL football seasons, is deemed to have commenced as of April 1, 2018, and expires on the later of: (i) the conclusion of the 2020/21 NFL season, and (ii) the last day in February 2021. The Company is required to pay the Jaguars annual fees in the amount of $200,000 during the 2018/19 NFL season, $500,000 during the 2019/20 NFL season, and $150,000 during the 2020/21 NFL season. In addition, the Company is required to provide the Jaguars with food, beverages and serving products equal in value to $35,000 during the 2018/19 NFL season, $35,700 during the 2019/20 NFL season, and $6,875 during the 2020/21 NFL season. | |||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2018/19 NFL Season [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2018/19 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 35,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2019/20 NFL Season [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 500,000 | 500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2019/20 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 35,700 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2020/21 NFL Season [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 150,000 | 150,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2020/21 NFL Season [Member] | Food Beverages And Serving Products [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | $ 6,875 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2021/22 NFL Season [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | 100,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2022/23 NFL Season [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Professional fees | $ 105,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's Restaurant [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Proceeds from insurance received | $ 770,718 | ||||||||||||||||||||||||||
Revenue | 584,521 | ||||||||||||||||||||||||||
Income from insurance proceeds | $ 186,197 | ||||||||||||||||||||||||||
Seenu G Kasturi [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of shares vested | 10,706 | ||||||||||||||||||||||||||
Seenu G Kasturi [Member] | Scenario, Plan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of shares vested | 130,000 | ||||||||||||||||||||||||||
Mr Andre [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Salary paid to officers | $ 175,000 | $ 200,000 | |||||||||||||||||||||||||
Interim bonus percentage | 10.00% | ||||||||||||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Amount of common stock connection with employee agreement | $ 50,000 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Seenu G Kasturi [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Annual compensation | $ 80,000 | ||||||||||||||||||||||||||
Initial annual base salary | $ 350,000 | 26,000 | |||||||||||||||||||||||||
Equity awards value | $ 54,000 | ||||||||||||||||||||||||||
Term of agreement | 3 years | ||||||||||||||||||||||||||
Number of shares granted | 390,000 | ||||||||||||||||||||||||||
Number of shares vested | 130,000 | 130,000 | |||||||||||||||||||||||||
Employment Agreement [Member] | Seenu G Kasturi [Member] | Scenario, Plan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of shares vested | 130,000 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Richard W. Akam [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Annual compensation | $ 150,000 | ||||||||||||||||||||||||||
Term of agreement | 1 year | ||||||||||||||||||||||||||
Amount of common stock connection with employee agreement | $ 50,000 | ||||||||||||||||||||||||||
Amount of additional shares of common stock to be issued | $ 50,000 | ||||||||||||||||||||||||||
Number of common stock issued in connection with employment agreement | 71,429 | ||||||||||||||||||||||||||
Additional renewal term of agreement | 1 year | ||||||||||||||||||||||||||
Employment Agreement [Member] | Mr. Andre [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of shares granted | 225,000 | ||||||||||||||||||||||||||
Common stock par value | $ 0.01 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Mr. Andre [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of shares granted | 75,000 | 75,000 | 75,000 | ||||||||||||||||||||||||
Employment Agreement [Member] | Mr. Dominiak [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Term of agreement | 3 years | ||||||||||||||||||||||||||
Number of shares granted | 100,000 | ||||||||||||||||||||||||||
Additional renewal term of agreement | 1 year | ||||||||||||||||||||||||||
Salary paid to officers | $ 200,000 | ||||||||||||||||||||||||||
Interim bonus percentage | 20.00% | ||||||||||||||||||||||||||
Common stock par value | $ 0.01 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Mr. Dominiak [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of shares granted | 33,334 | 33,333 | 33,333 | ||||||||||||||||||||||||
Sponsorship Agreement [Member] | Jacksonville Jaguars, LLC [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Initial term of lease | 5 years | 3 years | |||||||||||||||||||||||||
Annual fees | $ 3,000 | $ 2,000 | |||||||||||||||||||||||||
Additional term of lease | 2 years | ||||||||||||||||||||||||||
Lease expire date | Feb. 28, 2023 | ||||||||||||||||||||||||||
Annual fees during first year agreement | $ 200,000 | ||||||||||||||||||||||||||
Annual fees increases from first year to last year agreement | 216,490 | ||||||||||||||||||||||||||
Services fees during first year agreement | 35,000 | ||||||||||||||||||||||||||
Services fees increases from first year to last year agreement | $ 37,890 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Annual Payments Under the Sponsorship Agreement (Details) - Sponsorship Agreement [Member] | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | |
2020 | $ 794,000 |
2021 | 794,000 |
2022 | 794,000 |
2023 | 794,000 |
2024 | 794,000 |
Thereafter | 3,176,000 |
Total | $ 7,146,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) | Nov. 14, 2018USD ($) | Jul. 31, 2018shares | Jun. 06, 2018USD ($)shares | Oct. 04, 2017USD ($) | Apr. 01, 2017USD ($)ft² | Dec. 20, 2016 | Jul. 01, 2015USD ($) | May 31, 2014 | Oct. 31, 2018USD ($) | Jun. 30, 2018shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 11, 2019USD ($) | Sep. 30, 2019 | Aug. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||
Debt instrument principal amount | $ 1,000,000 | |||||||||||||||
Tilted Kilt [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payment of fund fees | $ 9,423 | |||||||||||||||
Kasturi [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Acquired outstanding | shares | 449,581 | |||||||||||||||
Exchange shares of common stock | shares | 449,581 | |||||||||||||||
Blue Victory Holdings, Inc [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt instrument principal amount | $ 1,110,296 | $ 236,333 | $ 30,503 | |||||||||||||
Dwg Acquisitions LLC [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent payments | $ 4,000 | $ 7,035 | $ 5,000 | $ 1,100 | ||||||||||||
Annual rent payment description | The lease provides for rent payments to be made by the Company for each of 13 rent periods per year, with each rent period comprised of four weeks. The lease provides for an initial base rent payment equal to the greater of: (i) $10,000 per rent period, or (ii) 7.5% of the Youngerman Circle Restaurant's net sales for the applicable rent period. Commencing on the fifth (5th) anniversary and continuing every five years thereafter, the base rent will be equal to the sum of: (i) the average base rent previously in effect for the preceding five-year period, and (ii) the product of such previous average base rent multiplied by 7.5%. The lease has an initial term of 20 years and provides the Company with an option to extend the lease for two additional five-year periods. The Company agreed to guarantee Seediv's payment and performance of all of its obligations under the lease. | An additional annual rent payment equal to the amount by which 6% of the restaurant's annual gross sales exceeds $1,200,000. The lease had an initial term of three years and provided DWG Acquisitions with an option to extend the lease for three additional three-year periods. The lease expired on June 30, 2018 and was not renewed by DWG Acquisitions. Upon the expiration of the lease, DWG Acquisitions entered into a month-to- month tenancy with Arquette Development pursuant to which DWAG PCB, LLC, a Florida limited liability company that is a wholly-owned subsidiary of the Company ("DWAG PCB"), makes monthly rent payments of $3,000 to Arquette Development on behalf of DWG Acquisitions. | DWG Acquisitions entered into a triple net lease with Raceland QSRfor the Youngerman Circle Restaurant. The lease provides for a monthly rent payment equal to 7% of the restaurant's monthly net sales. The lease has an initial term of 10 years and renews automatically for additional one-year terms unless prior written notice is provided by either party. | The lease has an initial term of 53 months and provides DWG Acquisitions with an option to extend the lease by an additional term of 60 months. | ||||||||||||
Area of land lease covers | ft² | 3,400 | |||||||||||||||
Percentage of monthly rent payment | 7.50% | 7.00% | ||||||||||||||
Accounts payable and accrued expenses | 41,512 | |||||||||||||||
Dwg Acquisitions LLC [Member] | Franchise Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalties and franchise fees | $ 204,391 | |||||||||||||||
Seediv, LLC [Member] | Racing Qsr Llc [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Purchase price for the property | $ 2,000,000 | |||||||||||||||
Amount of deposit required with in ten days of agreement | $ 10,000 | |||||||||||||||
Seediv, LLC [Member] | Asset Purchase Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 622,929 | |||||||||||||||
Seenu G Kasturi [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity interest rate | 87.30% | |||||||||||||||
Seenu G Kasturi [Member] | Blue Victory Holdings, Inc [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity interest rate | 90.00% | |||||||||||||||
Seenu G Kasturi [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity interest rate | 100.00% | |||||||||||||||
Stock issued during period, shares | shares | 449,581 | |||||||||||||||
Seenu G Kasturi [Member] | Common Stock [Member] | Mr. Kasturi [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ownership percentage in common stock of company | 19.20% | |||||||||||||||
Mr. Kasturi [Member] | Custodian Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Acquired outstanding | shares | 666,667 | |||||||||||||||
Stock issued during period, shares | shares | 718,563 | |||||||||||||||
Proceeds from sale of debt and equity securities | $ 2,000,000 | |||||||||||||||
Debt instrument principal amount | $ 2,500,000 |
Judgments in Legal Proceedings
Judgments in Legal Proceedings (Details Narrative) - USD ($) | Nov. 11, 2011 | Oct. 04, 2011 | Jan. 31, 2015 | Dec. 25, 2011 | Dec. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | |||||||
Interest expense | $ 7,829 | ||||||
Accrued interest outstanding | 287,541 | $ 276,269 | |||||
Legal fees | 194,747 | 194,747 | |||||
Potential loss | 171,593 | 163,764 | |||||
Pending Litigation [Member] | Breach of Guaranty of Certain Obligations of Ritz Aviation Llc [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Loss from legal proceedings | $ 82,642 | ||||||
Accrued interest outstanding | 49,467 | 41,638 | |||||
Loss contingency damages sought | $ 194,181 | $ 111,539 | |||||
Other expense excluding legal fees | 10,586 | ||||||
Breach Of Guaranty [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation settlement amount | $ 161,747 | ||||||
Litigation settlement expense | $ 33,000 | ||||||
Accrued interest of litigation settlement | $ 2,369 | ||||||
Loss from legal proceedings | $ 197,116 | ||||||
Interest expense | 11,272 | 11,272 | |||||
Accrued interest outstanding | $ 92,794 | $ 81,522 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019RestaurantsINT | Dec. 31, 2018Restaurants | |
Segment Reporting [Abstract] | ||
Number of reportable segments | INT | 2 | |
Number of owned restaurants | 40 | 9 |
Agreement term, description | The agreements have a 10-year term and can be renewed for one additional 10-year term. | |
Number of franchised restaurants | 14 | 19 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 29,091,024 | $ 9,500,537 |
Total income from operations | 463,648 | 908,094 |
Corporate and unallocated expenses | (3,108,094) | (1,190,577) |
Net loss | (2,644,446) | (282,483) |
Depreciation and amortization, total | 611,937 | 252,914 |
Capital expenditures, total | 1,187,123 | 12,691,302 |
Company-Owned Restaurants [Member] | ||
Revenue | 28,209,180 | 8,374,022 |
Total income from operations | 201,110 | 174,398 |
Depreciation and amortization, total | 606,426 | 251,633 |
Capital expenditures, total | 1,178,123 | 12,658,385 |
Franchise Operations [Member] | ||
Revenue | 881,844 | 1,126,515 |
Total income from operations | 262,538 | 733,696 |
Depreciation and amortization, total | ||
Capital expenditures, total | ||
Corporate [Member] | ||
Depreciation and amortization, total | 5,511 | 1,281 |
Capital expenditures, total | $ 9,000 | $ 32,917 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 27, 2021USD ($) | Feb. 01, 2021USD ($) | Jan. 15, 2021USD ($) | Oct. 29, 2020USD ($) | Oct. 28, 2020USD ($) | Oct. 22, 2020USD ($) | Oct. 20, 2020USD ($)shares | Oct. 15, 2020USD ($) | Sep. 18, 2020USD ($) | Aug. 19, 2020USD ($) | May 18, 2020USD ($)shares | Apr. 21, 2020USD ($) | Apr. 17, 2020USD ($) | Feb. 12, 2020USD ($) | Jan. 30, 2020USD ($)shares | Jul. 09, 2019USD ($) | May 31, 2021 | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($) | May 31, 2020USD ($) | Apr. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)Restaurants | Dec. 31, 2018USD ($)Restaurants | Feb. 01, 2022USD ($) | Oct. 22, 2024 | Sep. 18, 2024 | Oct. 22, 2023 | Sep. 18, 2023 | May 27, 2021Restaurants | Apr. 05, 2021USD ($) | Oct. 11, 2019USD ($) | Jan. 02, 2019USD ($) |
Number of restaurants | Restaurants | 14 | 19 | ||||||||||||||||||||||||||||||||
Professional fees | $ 525,065 | $ 796,473 | ||||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||
Revenue | 29,091,024 | 9,500,537 | ||||||||||||||||||||||||||||||||
Income from insurance proceeds | $ 219,005 | |||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Richard W. Akam [Member] | ||||||||||||||||||||||||||||||||||
Subscription amount | $ 500,000 | |||||||||||||||||||||||||||||||||
ARC Group, Inc [Member] | ||||||||||||||||||||||||||||||||||
Number of restaurants | Restaurants | 4 | |||||||||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | ||||||||||||||||||||||||||||||||||
Sponsorship agreement, amended description | In the Third Amendment to the Sponsorship Agreement, the Jacksonville Jaguars acknowledge that payments for the first, second and third contract year have been paid in full. The annual fees for the fourth and fifth contract year shall be paid in four equal installment each due on or prior to July 1, August 1, September 1 and October 1 of the applicable contract year. | |||||||||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2018/19 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | $ 200,000 | |||||||||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2019/20 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 500,000 | |||||||||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2020/21 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 150,000 | |||||||||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2021/22 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 100,000 | |||||||||||||||||||||||||||||||||
Jacksonville Jaguars, LLC [Member] | 2022/23 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | $ 105,000 | |||||||||||||||||||||||||||||||||
Fat Patty's Restaurant [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from insurance received | $ 770,718 | |||||||||||||||||||||||||||||||||
Revenue | 584,521 | |||||||||||||||||||||||||||||||||
Income from insurance proceeds | $ 186,197 | |||||||||||||||||||||||||||||||||
WingHouse [Member] | ||||||||||||||||||||||||||||||||||
Number of restaurants | Restaurants | 24 | |||||||||||||||||||||||||||||||||
Fat Patty's [Member] | ||||||||||||||||||||||||||||||||||
Number of restaurants | Restaurants | 4 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Rym Merrill [Member] | ||||||||||||||||||||||||||||||||||
Stock compensation expenses | $ 11,295 | |||||||||||||||||||||||||||||||||
Stock based compensation, granted shares | shares | 20,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Ketan Padya [Member] | ||||||||||||||||||||||||||||||||||
Stock compensation expenses | $ 32,000 | |||||||||||||||||||||||||||||||||
Stock based compensation, granted shares | shares | 100,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||
Stock compensation expenses | $ 6,062 | |||||||||||||||||||||||||||||||||
Stock based compensation, granted shares | shares | 15,156 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Board of Directors One [Member] | ||||||||||||||||||||||||||||||||||
Stock compensation expenses | $ 16,000 | |||||||||||||||||||||||||||||||||
Stock based compensation, granted shares | shares | 40,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Crescendo [Member] | ||||||||||||||||||||||||||||||||||
Stock compensation expenses | $ 9,593 | |||||||||||||||||||||||||||||||||
Stock based compensation, granted shares | shares | 18,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | lease settlement agreement [Member] | Prisa [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from lease payment | $ 525,000 | |||||||||||||||||||||||||||||||||
Settlement payment | 250,000 | |||||||||||||||||||||||||||||||||
Remaining settlement amount | 275,000 | |||||||||||||||||||||||||||||||||
Monthly installment, lease | $ 22,917 | |||||||||||||||||||||||||||||||||
Liability settlement payment | 2,148,502 | $ 2,148,502 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | lease settlement agreement [Member] | DBH Properties [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from lease payment | $ 200,000 | |||||||||||||||||||||||||||||||||
Settlement payment | 80,000 | |||||||||||||||||||||||||||||||||
Remaining settlement amount | 5,000 | |||||||||||||||||||||||||||||||||
Monthly installment, lease | $ 10,000 | |||||||||||||||||||||||||||||||||
Liability settlement payment | $ 2,006,162 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Master Lease Agreement [Member] | Mr Andre [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Sale of properties | $ 1,904,763 | $ 1,904,763 | $ 1,904,763 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Master Lease Agreement [Member] | Mr Andre [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Sale of properties | 2,041,848 | 2,041,848 | 2,041,848 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ARC Group, Inc [Member] | ||||||||||||||||||||||||||||||||||
Number of restaurants | Restaurants | 365 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | ||||||||||||||||||||||||||||||||||
Sponsorship agreement, amended description | Under the terms of the amendment, the parties agreed to extend the term of this agreement to: (i) the conclusion of the 2022/23 NFL season, and (ii) the last day in February 2023. The term deemed to have commenced as of April 1, 2018. | The amendment is for a term of three NFL football seasons, is deemed to have commenced as of April 1, 2018, and expires on the later of: (i) the conclusion of the 2020/21 NFL season, and (ii) the last day in February 2021. The Company is required to pay the Jaguars annual fees in the amount of $200,000 during the 2018/19 NFL season, $500,000 during the 2019/20 NFL season, and $150,000 during the 2020/21 NFL season. In addition, the Company is required to provide the Jaguars with food, beverages and serving products equal in value to $35,000 during the 2018/19 NFL season, $35,700 during the 2019/20 NFL season, and $6,875 during the 2020/21 NFL season. | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2018/19 NFL Season [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2018/19 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 35,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2019/20 NFL Season [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2019/20 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 35,700 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2020/21 NFL Season [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2020/21 NFL Season [Member] | Food Beverages And Serving Products [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | $ 6,875 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2021/22 NFL Season [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | 100,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jacksonville Jaguars, LLC [Member] | 2022/23 NFL Season [Member] | ||||||||||||||||||||||||||||||||||
Professional fees | $ 105,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Kasturi Children's Trust and ARC WingHouse [Member] | SW Note [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 625,000 | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 15, 2021 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ARC WingHouse LLc [Member] | First SW Note [Member] | ||||||||||||||||||||||||||||||||||
Monthly payments of principal and interest | $ 17,882 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ARC WingHouse LLc [Member] | Second SW Note [Member] | ||||||||||||||||||||||||||||||||||
Monthly payments of principal and interest | $ 12,500 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ARC WingHouse and Store Master Funding [Member] | Seenu G Kasturi [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Base annual rent | 2,041,848 | 2,041,848 | 2,041,848 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ARC WingHouse and Store Master Funding [Member] | Seenu G Kasturi [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Base annual rent | $ 1,904,763 | $ 1,904,763 | $ 1,904,763 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Bannerman Crossings III, LLC [Member] | lease settlement agreement [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from lease payment | 130,000 | |||||||||||||||||||||||||||||||||
Settlement payment | 75,000 | |||||||||||||||||||||||||||||||||
Monthly installment, lease | 5,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's Restaurant [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from insurance received | $ 770,718 | |||||||||||||||||||||||||||||||||
Revenue | 584,521 | |||||||||||||||||||||||||||||||||
Income from insurance proceeds | $ 186,197 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | City National Bank [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | 2 years | 5 years | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 1.00% | 1.00% | 1.00% | |||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 4,048,850 | $ 2,048,848 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | City National Bank [Member] | ARC WingHouse LLc [Member] | Loan and Security Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | $ 3,180,900 | |||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 3.00% | 15.00% | 15.00% | |||||||||||||||||||||||||||||||
Commenced date | Nov. 22, 2021 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Second Payment [Member] | Bannerman Crossings III, LLC [Member] | lease settlement agreement [Member] | ||||||||||||||||||||||||||||||||||
Remaining settlement amount | 15,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Third Payment [Member] | Bannerman Crossings III, LLC [Member] | lease settlement agreement [Member] | ||||||||||||||||||||||||||||||||||
Remaining settlement amount | $ 10,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | DWAG Valdosta [Member] | City National Bank [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | $ 6,064,560 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | WingHouse [Member] | Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan received | $ 4,542,860 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's [Member] | City National Bank [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | $ 4,369,860 | |||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 3.00% | 15.00% | 15.00% | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's [Member] | Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan received | $ 884,600 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's [Member] | Bremer Bank [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | $ 7,691,034 | |||||||||||||||||||||||||||||||||
Debt instrument principal amount | 8,000,000 | |||||||||||||||||||||||||||||||||
Final payment, due and payable | $ 1,004,167 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's [Member] | Bremer Bank [Member] | LA Apple Note [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | 1,000,000 | |||||||||||||||||||||||||||||||||
Monthly payments of principal and interest | $ 4,167 | |||||||||||||||||||||||||||||||||
Commenced date | Nov. 27, 2020 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's [Member] | Bremer Bank [Member] | Wisconsin Apple, LLC [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | $ 4,000,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fat Patty's [Member] | Bremer Bank [Member] | Louisiana Apple, LLC [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, loan amount | $ 3,000,000 |