Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 28, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Fat Brands, Inc | |
Entity Central Index Key | 0001705012 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 28, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-26 | |
Entity Current Reporting Status | Yes | |
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 | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,229,479 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Current assets | ||
Cash | $ 1,163 | $ 3,944 |
Restricted cash | 3,352 | 2,867 |
Accounts receivable, net of allowance for doubtful accounts of $762 and $739, as of March 28, 2021 and December 27, 2020, respectively | 4,467 | 4,208 |
Trade and other notes receivable, net of allowance for doubtful accounts of $103 as of March 28, 2021 and December 27, 2020 | 210 | 208 |
Assets classified as held for sale | 10,570 | 10,831 |
Other current assets | 1,968 | 2,365 |
Total current assets | 21,730 | 24,423 |
Noncurrent restricted cash | 400 | 400 |
Notes receivable - noncurrent, net of allowance for doubtful accounts of $271, as of March 28, 2021 and December 27, 2020 | 1,640 | 1,622 |
Deferred income tax asset, net | 31,546 | 30,551 |
Operating lease right of use assets | 4,125 | 4,469 |
Goodwill | 9,706 | 10,909 |
Other intangible assets, net | 47,331 | 47,711 |
Other assets | 1,615 | 1,059 |
Total assets | 118,093 | 121,144 |
Current liabilities | ||
Accounts payable | 8,684 | 8,625 |
Accrued expenses and other liabilities | 19,912 | 19,833 |
Deferred income, current portion | 1,782 | 1,887 |
Accrued advertising | 1,978 | 2,160 |
Accrued interest payable | 1,876 | 1,847 |
Dividend payable on preferred shares | 1,143 | 893 |
Liabilities related to assets classified as held for sale | 9,656 | 9,892 |
Current portion of operating lease liability | 777 | 748 |
Current portion of preferred shares, net | 7,970 | 7,961 |
Current portion of long-term debt | 22,104 | 19,314 |
Other | 17 | 17 |
Total current liabilities | 75,899 | 73,177 |
Deferred income - noncurrent | 9,537 | 9,099 |
Acquisition purchase price payable | 2,829 | 2,806 |
Operating lease liability, net of current portion | 3,864 | 4,011 |
Long-term debt, net of current portion | 71,464 | 73,852 |
Other liabilities | 76 | 82 |
Total liabilities | 163,669 | 163,027 |
Commitments and contingencies (Note 18) | ||
Stockholders' deficit | ||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; 1,183,272 shares issued and outstanding at March 28, 2021 and December 27, 2020; liquidation preference $25 per share | 21,267 | 21,788 |
Common stock, $.0001 par value; 25,000,000 shares authorized; 12,029,264 and 11,926,264 shares issued and outstanding at March 28, 2021 and December 27, 2020, respectively | (43,515) | (42,775) |
Accumulated deficit | (23,328) | (20,896) |
Total stockholders' deficit | (45,576) | (41,883) |
Total liabilities and stockholders' deficit | $ 118,093 | $ 121,144 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 762 | $ 739 |
Notes receivable, allowance | 103 | 103 |
Notes receivable - noncurrent, allowance for doubtful accounts | $ 271 | $ 271 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,183,272 | 1,183,272 |
Preferred stock, shares outstanding | 1,183,272 | 1,183,272 |
Preferred stock, liquidation preference | $ 25 | $ 25 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 12,029,264 | 11,926,264 |
Common stock, shares outstanding | 12,029,264 | 11,926,264 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Revenue | ||
Royalties | $ 4,898 | $ 3,309 |
Franchise fees | 540 | 175 |
Advertising fees | 1,188 | 931 |
Other operating income | 23 | 8 |
Total revenue | 6,649 | 4,423 |
Costs and expenses | ||
General and administrative expense | 4,926 | 3,531 |
Refranchising loss | 427 | 539 |
Advertising fees | 1,192 | 931 |
Total costs and expenses | 6,545 | 5,001 |
Income (loss) from operations | 104 | (578) |
Other expense, net | ||
Interest expense, net of interest income of $0 and $718 due from affiliates during the thirteen weeks ended March 28, 2021 and March 29, 2020, respectively | (2,460) | (1,622) |
Interest expense related to preferred shares | (288) | (452) |
Other income (expense), net | 83 | (16) |
Total other expense, net | (2,665) | (2,090) |
Loss before income tax benefit | (2,561) | (2,668) |
Income tax benefit | (129) | (298) |
Net loss | $ (2,432) | $ (2,370) |
Basic and diluted loss per common share | $ (0.20) | $ (0.20) |
Basic and diluted weighted average shares outstanding | 11,970,505 | 11,868,842 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Income Statement [Abstract] | ||
Interest income | $ 0 | $ 718 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Par Value [Member] | Additional Paid-In Capital [Member] | Preferred Stock [Member] | Preferred Stock Par Value [Member] | Preferred Stock Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, Beginning at Dec. 29, 2019 | $ 11,414 | $ 1 | $ 11,413 | $ (6,036) | $ 5,378 | |||
Balance, Beginning, shares at Dec. 29, 2019 | 11,860,299 | |||||||
Net loss | (2,370) | (2,370) | ||||||
Issuance of common stock in lieu of cash directors fees payable | $ 75 | 75 | 75 | |||||
Issuance of common stock in lieu of cash directors fees payable, shares | 16,360 | |||||||
Share-based compensation | $ 15 | 15 | 15 | |||||
Correction of recorded conversion rights associated with Series A-1 preferred shares | (90) | (90) | (90) | |||||
Balance, Ending at Mar. 29, 2020 | $ 11,414 | 1 | 11,413 | (8,406) | 3,008 | |||
Balance, Ending, shares at Mar. 29, 2020 | 11,876,659 | |||||||
Balance, Beginning at Dec. 27, 2020 | $ (42,775) | 1 | (42,776) | $ 21,788 | 21,788 | (20,896) | (41,883) | |
Balance, Beginning, shares at Dec. 27, 2020 | 11,926,264 | 1,183,272 | ||||||
Net loss | (2,432) | (2,432) | ||||||
Issuance of common stock through exercise of warrants | $ 426 | 426 | $ 89 | 89 | 515 | |||
Issuance of common stock through exercise of warrants, shares | 103,000 | |||||||
Share-based compensation | $ 37 | 37 | 37 | |||||
Measurement period adjustment in accordance with ASU 2015-16 | (1,203) | (1,203) | (1,203) | |||||
Dividends declared on Series B preferred stock | (610) | (610) | (610) | |||||
Balance, Ending at Mar. 28, 2021 | $ (43,515) | $ 1 | $ (43,516) | $ 21,267 | $ 21,267 | $ 23,328 | $ (45,576) | |
Balance, Ending, shares at Mar. 28, 2021 | 12,029,264 | 1,183,272 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (2,432) | $ (2,370) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Deferred income taxes | (995) | (318) |
Depreciation and amortization | 398 | 232 |
Share-based compensation | 37 | 15 |
Change in operating right of use assets | 605 | 183 |
Accretion of loan fees and interest | 364 | 241 |
Accretion of preferred shares | 10 | 7 |
Accretion of purchase price liability | 24 | 130 |
Provision for bad debts | 162 | |
Change in: | ||
Accounts receivable | (258) | 44 |
Accrued interest receivable from affiliate | (718) | |
Prepaid expenses | 397 | (33) |
Deferred income | 332 | 339 |
Accounts payable | 59 | (71) |
Accrued expense | 83 | (599) |
Accrued advertising | (187) | (8) |
Accrued interest payable | 47 | (973) |
Dividend payable on preferred shares | 278 | 444 |
Other | (8) | (78) |
Total adjustments | 1,186 | (1,001) |
Net cash used in operating activities | (1,246) | (3,371) |
Cash flows from investing activities | ||
Change in due from affiliates | (5,091) | |
Payments received on loans receivable | 46 | |
Proceeds from sale of refranchised restaurants | 1,650 | |
Purchases of property and equipment | (573) | (18) |
Net cash used in investing activities | (573) | (3,413) |
Cash flows from financing activities | ||
Proceeds from borrowings and associated warrants, net of issuance costs | 37,271 | |
Repayments of borrowings | (24,149) | |
Change in operating lease liabilities | (353) | (149) |
Payments made on acquisition purchase price liability | (500) | |
Exercise of warrants | 515 | |
Dividends paid in cash | (639) | |
Net cash (used in) provided by financing activities | (477) | 12,473 |
Net (decrease) increase in cash and restricted cash | (2,296) | 5,689 |
Cash and restricted cash at beginning of the period | 7,211 | 25 |
Cash and restricted cash at end of the period | 4,915 | 5,714 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,969 | 1,571 |
Cash paid for income taxes | 211 | 13 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Director fees converted to common stock | 75 | |
Income taxes (receivable) payable included in amounts due from affiliates | $ (121) |
Organization and Relationships
Organization and Relationships | 3 Months Ended |
Mar. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Relationships | NOTE 1. ORGANIZATION AND RELATIONSHIPS Organization and Nature of Business FAT Brands Inc. (the “Company or FAT”) is a leading multi-brand restaurant franchising company that develops, markets, and acquires primarily quick-service, fast casual and casual dining restaurant concepts around the world. Organized in March 2017 as a wholly owned subsidiary of Fog Cutter Capital Group, Inc. (“FCCG”), the Company completed an initial public offering on October 20, 2017 and issued additional shares of common stock representing 20 percent of its ownership. During the fourth quarter of 2020, the Company completed a transaction in which FCCG merged into a wholly owned subsidiary of FAT (the “Merger”), and FAT became the indirect parent company of FCCG. As of March 28, 2021, the Company owns and franchises nine restaurant brands through various wholly owned subsidiaries: Fatburger, Johnny Rockets, Buffalo’s Cafe, Buffalo’s Express, Hurricane Grill & Wings, Ponderosa Steakhouses, Bonanza Steakhouses, Yalla Mediterranean and Elevation Burger. Combined, these brands have approximately 700 locations, including units under construction, and more than 200 under development. Each franchising subsidiary licenses the right to use its brand name and provides franchisees with operating procedures and methods of merchandising. Upon signing a franchise agreement, the franchisor is committed to provide training, some supervision and assistance, and access to operations manuals. As needed, the franchisor will also provide advice and written materials concerning techniques of managing and operating the restaurants. With minor exceptions, the Company’s operations are comprised exclusively of franchising a growing portfolio of restaurant brands. This growth strategy is centered on expanding the footprint of existing brands and acquiring new brands through a centralized management organization which provides substantially all executive leadership, marketing, training, and corporate accounting services. As part of its ongoing franchising efforts, the Company will, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations. During the refranchising period, the Company may operate the restaurants and classifies the operational activities as refranchising gains or losses and the assets and associated liabilities as held-for sale. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and other countries. As a result, Company franchisees temporarily closed some retail locations, modified store operating hours, adopted a “to-go” only operating model, or a combination of these actions. These actions reduced consumer traffic, all resulting in a negative impact to franchisee and Company revenues. While the disruption to our business from the COVID-19 pandemic is currently expected to be temporary, there is still a great deal of uncertainty around the severity and duration of the disruption. We may experience longer-term effects on our business and economic growth and changes in consumer demand in the U.S. and worldwide. The effects of COVID-19 may materially adversely affect our business, results of operations, liquidity and ability to service our existing debt, particularly if these effects continue in place for a significant amount of time. Liquidity The Company recognized income from operations of $104,000 during the thirteen weeks ended March 28, 2021 compared to a loss from operations of $578,000 for the thirteen weeks ended March 29, 2020. The Company recognized a net loss of $2,432,000 during the thirteen weeks ended March 28, 2021 compared to a net loss of $2,370,000 during the thirteen weeks ended March 29, 2020. Net cash used in operations totaled $1,246,000 for the thirteen weeks ended March 28, 2021 compared to $3,371,000 for thirteen weeks ended March 29, 2020. As of March 28, 2021, the Company’s total liabilities exceeded total assets by $45,576,000 compared to $41,883,000 as of December 27, 2020. The change in the Company’s financial position reflects operating improvements as the effects of COVID-19 began to stabilize offset by the assumption of certain liabilities related to the Merger in December 2020. In the Company’s 2020 Annual Report on Form 10-K (“2020 Form 10-K”), the Company disclosed that the combination of the operating performance during the twelve months ended December 27, 2020 and the Company’s financial position as of December 27, 2020 raised substantial doubt about the Company’s ability to continue as a going concern as assessed under the framework of FASB’s Accounting Standard Codification (“ASC”) 205 for the twelve months following the date of the issuance of the 2020 Form 10-K. Subsequent to the reporting period ended March 28, 2021, on April 26, 2021, the Company completed the issuance and sale in a private offering (the “Offering”) of three tranches of fixed rate secured notes (see Note 21). Proceeds of the Offering were used to repay in full its 2020 Securitization Notes as well as fees and expenses related to the Offering, resulting in net proceeds to the Company of approximately $57 million (see Note 11). The Offering alleviated the substantial doubt about the Company’s ability to continue as a going concern that was disclosed in the 2020 Form 10-K. The Company utilized a portion of the net proceeds from the Offering to repay a portion of indebtedness assumed as a result of the Merger (see Notes 11 and 21). In addition to the liquidity provided by the successful completion of the Offering, the Company has experienced significant improvement in its operating performance subsequent to December 27, 2020, as COVID-19 vaccinations have become more prevalent in the United States and federal, state and local restrictions have eased in many of the markets where its franchisees operate. As a result, the Company believes that its liquidity position will be sufficient for the twelve months of operations following the issuance of this Form 10-Q. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 28, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations rd Principles of consolidation Use of estimates in the preparation of the consolidated financial statements Financial statement reclassification Credit and Depository Risks The Company maintains cash deposits in national financial institutions. From time to time the balances for these accounts exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insured amount. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account. As of March 28, 2021 and December 27, 2020, the Company had uninsured deposits in the amount of $3,931,238 and $6,047,299, respectively. Restricted Cash – Accounts receivable Assets classified as held for sale – Goodwill and other intangible assets Fair Value Measurements - ● Level 1 inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. ● Level 3 inputs are unobservable and reflect the Company’s own assumptions. Other than a derivative liability that existed during part of 2020 and the contingent consideration payable liabilities incurred in connection with the acquisition of certain of our brands, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP (See Note 12). None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A two-step approach is utilized to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. Franchise Fees: The franchise fee may be adjusted at management’s discretion or in a situation involving store transfers between franchisees. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. Royalties – Advertising – Share-based compensation Earnings per share Earnings Per Share Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”) |
Mergers and Acquisitions
Mergers and Acquisitions | 3 Months Ended |
Mar. 28, 2021 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | NOTE 3. MERGERS AND ACQUISITIONS Merger with Fog Cutter Capital Group Inc. On December 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FCCG, Fog Cutter Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Fog Cutter Holdings, LLC, a Delaware limited liability company (“Holdings”). Pursuant to the Merger Agreement, FCCG agreed to merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon closing of the Merger, the former stockholders of FCCG became direct stockholders of the Company holding, in the aggregate, 9,679,288 shares of the Company’s common stock (the same number of shares of common stock held by FCCG immediately prior to the Merger) and will receive certain limited registration rights with respect to the shares received in the Merger. As a result of the Merger, FCCG’s wholly owned subsidiaries, Homestyle Dining, LLC, Fog Cap Development LLC, Fog Cap Acceptance Inc. and BC Canyon LLC, became indirect wholly owned subsidiaries of the Company (the “Merged Entities”). Under the Merger Agreement, Holdings has agreed to indemnify the Company for breaches of FCCG’s representations and warranties, covenants and certain other matters specified in the Merger Agreement, subject to certain exceptions and qualifications. Holdings has also agreed to hold a minimum fair market value of shares of Common Stock of the Company to ensure that it has assets available to satisfy such indemnification obligations if necessary. In connection with the Merger, the Company declared a special stock dividend (the “Special Dividend”) payable on the record date only to holders of our Common Stock, other than FCCG, consisting of 0.2319998077 shares of the Company’s 8.25% Series B Cumulative Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”) for each outstanding share of Common Stock held by such stockholders, with the value of any fractional shares of Series B Preferred Stock being paid in cash. FCCG did not receive any portion of the Special Dividend, which had a record date of December 21, 2020 and payment date of December 23, 2020. The Special Dividend was expressly conditioned upon the satisfaction or valid waiver of the conditions to closing of the Merger set forth in the Merger Agreement. The Special Dividend was intended to reflect consideration for the potential financial impact of the Merger on the common stockholders other than FCCG, including the assumption of certain debts and obligations of FCCG by the Company by virtue of the Merger. The Company undertook the Merger primarily to simplify its corporate structure and eliminate limitations that restrict the Company’s ability to issue additional Common Stock for acquisitions and capital raising. FCCG holds a substantial amount of net operating loss carryforwards (“NOLs”), which could only be made available to the Company as long as FCCG owned at least 80% of FAT Brands. With the Merger, the NOLs will be held directly by the Company, which will then have greater flexibility in managing its capital structure. In addition, after the Merger the Company will no longer be required to compensate FCCG for utilizing its NOLs under the Tax Sharing Agreement previously in effect between the Company and FCCG. The Merger is treated under ASC 805-50-30-6 which indicates that when there is a transfer of assets or exchange of shares between entities under common control, the receiving entity shall recognize those assets and liabilities at their net carrying amounts at the date of transfer. As such, on the date of the Merger, all of the transferred assets and assumed liabilities of FCCG and the Merged Entities are recorded on the Company’s books at FCCG’s book value. The consolidation of the operations of FCCG and the Merged Entities with the Company is presented on a prospective basis from the date of transfer as there has not been a change in the reporting entity. The Merger resulted in the following assets and liabilities being included in the consolidated financial statements of the Company as of the Merger date (in thousands): Prepaid assets $ 33 Deferred tax assets 20,402 Other assets 100 Accounts payable (926 ) Accrued expense (6,846 ) Current portion of debt (12,486 ) Litigation reserve (3,980 ) Due to affiliates (43,653 ) Total net identifiable liabilities (net deficit) $ (47,356 ) A net loss of $432,000 attributed to the Merged Entities is included in the accompanying consolidated statements of operations for the thirteen weeks ended March 28, 2021. There were no revenues attributed to the Merged Entities during the period. Proforma Information The table below presents the proforma revenue and net loss of the Company for the thirteen weeks ended March 29, 2020, assuming the Merger had occurred on December 30, 2019 (the beginning of the Company’s 2020 fiscal year), pursuant to ASC 805-10-50 (in thousands). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the Merger occurred on that date, nor does it purport to predict the results of operations for future periods. Thirteen Weeks Ended March 28, 2021 March 29, 2020 (Actual) (Proforma) Revenues $ 6,649 $ 4,423 Net loss $ (2,432 ) $ (4,612 ) The proforma information above reflects the combination of the Company’s results as disclosed in the accompanying consolidated statements of operations for the thirteen weeks ended March 29, 2020, together with the results of the Merged Entities for the thirteen weeks ended March 29, 2020, with the following adjustment: ● FCCG historically made loan advances to Andrew A. Wiederhorn, its CEO and significant stockholder (the “Stockholder Loan”). Prior to the Merger, the Stockholder Loan was cancelled, and the balance recorded as a loss by FCCG on forgiveness of loan to stockholder. Had the Merger been completed as of the assumed proforma date of December 31, 2018 (the beginning of the Company’s 2019 fiscal year), the Stockholder Loan would have been cancelled prior to that date and there would have been no further advances made. As a result, the proforma information above eliminates the loss by FCCG on forgiveness of loan to stockholder and the related interest income recorded by FCCG in its historical financial statements. Acquisition of Johnny Rockets On September 21, 2020, the Company completed the acquisition of Johnny Rockets Holding Co., a Delaware corporation (“Johnny Rockets”) for a cash purchase price of approximately $24.7 million. The transaction was funded with proceeds from an increase in the Company’s securitization facility (See Note 11). Immediately following the closing of the acquisition of Johnny Rockets, the Company contributed the franchising subsidiaries of Johnny Rockets to FAT Royalty I, LLC pursuant to a Contribution Agreement. (See Note 11). The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of Johnny Rockets was estimated at $24,730,000. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. Under Sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation”, as defined, there are annual limitations on the amount of the NOLs and certain other deductions and credits which are available to the Company (the “Section 382 and 383 Limitations”). The portion of the NOLs and other tax benefits accumulated by Johnny Rockets prior to the Acquisition are subject to these Section 382 and 382 Limitations. Analysis of these Section 382 and 383 Limitations are ongoing. The preliminary allocation of the consideration to the preliminary valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 812 Accounts receivable 1,452 Assets held for sale 10,765 Goodwill 258 Other intangible assets 26,900 Deferred tax assets 4,039 Other assets 438 Accounts payable (1,113 ) Accrued expenses (3,740 ) Deferred franchise fees (4,988 ) Operating lease liability (10,028 ) Other liabilities (65 ) Total net identifiable assets $ 24,730 Revenues of $2,257,000 and net loss of $26,000 attributed to Johnny Rockets are included in the accompanying consolidated statements of operations for the thirteen weeks ended March 28, 2021. The net loss attributed to Johnny Rockets includes allocations of corporate overhead in accordance with the Company’s allocation methodology. The values of goodwill and other intangible assets were initially considered as of the acquisition date. Descriptions of the Company’s subsequent assessments of impairment of the goodwill and other intangible assets acquired in this acquisition related to COVID-19 are in Note 6. Proforma Information The table below presents the proforma revenue and net (loss) income of the Company for the thirteen weeks ended March 29, 2020, assuming the acquisition of Johnny Rockets had occurred on December 30, 2019 (the beginning of the Company’s 2020 fiscal year), pursuant to ASC 805-10-50 (in thousands). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of Johnny Rockets occurred on this date nor does it purport to predict the results of operations for future periods. Thirteen Weeks Ended March 28, 2021 March 29, 2020 (Actual) (Proforma) Revenues $ 6,649 $ 7,674 Net (loss) income $ (2,432 ) $ (2,357 ) The proforma information above reflects the combination of the Company’s unaudited results as disclosed in the accompanying consolidated statements of operations for the thirteen weeks March 29, 2020, together with the unaudited results of Johnny Rockets for the thirteen weeks ended March 29, 2020, with the following adjustments: ● Revenue – The unaudited proforma revenues and net (loss) income present franchise fee revenue and advertising revenue in accordance with ASC 606 in a manner consistent with the Company’s application thereof. As a non-public company, Johnny Rockets had not yet been required to adopt ASC 606. ● Overhead allocations from the former parent company have been adjusted to the estimated amount the Company would have allocated for the thirteen weeks ended March 29, 2020. ● Former parent company management fees have been eliminated from the proforma. ● Amortization of intangible assets has been adjusted to reflect the preliminary fair value at the assumed acquisition date. ● Depreciation on assets treated as held for sale by the Company has been eliminated. ● The proforma adjustments also include advertising expenses in accordance with ASC 606. ● The proforma interest expense has been adjusted to exclude actual Johnny Rockets interest expense incurred prior to the acquisition. All interest-bearing liabilities were paid off at closing. ● The proforma interest expense has been adjusted to include proforma interest expense that would have been incurred relating to the acquisition financing obtained by the Company. ● Non-recurring gains and losses have been eliminated from the proforma statements. |
Refranchising
Refranchising | 3 Months Ended |
Mar. 28, 2021 | |
Refranchising | |
Refranchising | nOTE 4. REFRANCHISING As part of its ongoing franchising efforts, the Company may, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations or acquire existing franchise locations to resell to another franchisee across all of its brands. The Company meets all of the criteria requiring that acquired assets used in the operation of certain restaurants be classified as held for sale. As a result, the following assets have been classified as held for sale on the accompanying consolidated balance sheets as of March 28, 2021 and December 27, 2020 (in thousands): March 28, 2021 December 27, 2020 (Unaudited) (Audited) Property, plant and equipment $ 1,355 $ 1,352 Operating lease right of use assets 9,215 9,479 Total $ 10,570 $ 10,831 Operating lease liabilities related to the assets classified as held for sale in the amount of $9,656,000 and $9,892,000, have been classified as current liabilities on the accompanying consolidated balance sheet as of March 28, 2021 and December 27, 2020, respectively. Restaurant operating costs, net of food sales, totaled $427,000 and $539,000 for the thirteen weeks ended March 28, 2021 and March 29, 2020, respectively. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 28, 2021 | |
Receivables [Abstract] | |
Notes Receivable | Note 5. NOTES RECEIVABLE The Elevation Buyer Note was funded in connection with the purchase of Elevation Burger in 2019. The Company loaned $2,300,000 in cash to the Seller under a subordinated promissory note bearing interest at 6.0% per year and maturing in August 2026. The balance owing to the Company under the Elevation Buyer Note may be used by the Company to offset amounts owing to the Seller under the Elevation Note under certain circumstances (See Note 11). As part of the total consideration for the Elevation acquisition, the Elevation Buyer Note was recorded at a carrying value of $1,903,000, which was net of a discount of $397,000. As of March 28, 2021 and December 27, 2020, the balance of the Elevation Note was $1,850,000 and $1,830,000, respectively, which was net of discounts of $247,000 and $267,000, respectively. During the thirteen weeks ended March 28, 2021 and March 29, 2020, the Company recognized $52,000 and $53,000 in interest income on the Elevation Buyer Note, respectively. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6. GOODWILL Goodwill consists of the following (in thousands): March 28, 2021 December 27, 2020 Goodwill: Fatburger $ 529 $ 529 Buffalo’s 5,365 5,365 Hurricane 2,772 2,772 Yalla 261 261 Elevation Burger 521 521 Johnny Rockets 258 1,461 Total goodwill $ 9,706 $ 10,909 The Company reviewed the carrying value of its goodwill as of December 27, 2020 and recognized impairment charges as deemed necessary at that time. A subsequent review of the carrying value as of March 28, 2021 did not result in additional impairment charges for the thirteen weeks ended as of that date. There were also no impairment charges during the thirteen weeks ended March 29, 2020. |
Other Intangible Assets
Other Intangible Assets | 3 Months Ended |
Mar. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Note 7. OTHER INTANGIBLE ASSETS Other intangible assets consist of trademarks and franchise agreements that were classified as identifiable intangible assets at the time of the brands’ acquisition by the Company or by FCCG prior to FCCG’s contribution of the brands to the Company at the time of the initial public offering (in thousands): March 28, December 27, Trademarks: Fatburger $ 2,135 $ 2,135 Buffalo’s 27 27 Hurricane 6,840 6,840 Ponderosa 300 300 Yalla 776 776 Elevation Burger 4,690 4,690 Johnny Rockets 20,300 20,300 Total trademarks 35,068 35,068 Franchise agreements: Hurricane – cost 4,180 4,180 Hurricane – accumulated amortization (884 ) (804 ) Ponderosa – cost 1,477 1,477 Ponderosa – accumulated amortization (362 ) (337 ) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (886 ) (761 ) Johnny Rockets – cost 6,600 6,600 Johnny Rockets – accumulated amortization (312 ) (162 ) Total franchise agreements 12,263 12,643 Total Other Intangible Assets $ 47,331 $ 47,711 The Company reviewed the carrying value of its other intangible assets as of December 27, 2020 and recognized impairment charges as deemed necessary at that time. A subsequent review of the carrying value as of March 28, 2021 did not result in additional impairment charges for the thirteen weeks ended as of that date. There were also no impairment charges during the thirteen weeks ended March 29, 2020. The expected future amortization of the Company’s franchise agreements is as follows (in thousands): Fiscal year: 2021 $ 1,141 2022 1,522 2023 1,522 2024 1,217 2025 1,023 Thereafter 5,838 Total $ 12,263 |
Deferred Income
Deferred Income | 3 Months Ended |
Mar. 28, 2021 | |
Contract with Customer, Liability [Abstract] | |
Deferred Income | Note 8. DEFERRED INCOME Deferred income is as follows (in thousands): March 28, 2021 December 27, 2020 Deferred franchise fees $ 10,742 $ 10,003 Deferred royalties 262 291 Deferred vendor incentives 315 692 Total $ 11,319 $ 10,986 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes Effective October 20, 2017, the Company entered into a Tax Sharing Agreement with FCCG that provided that FCCG would, to the extent permitted by applicable law, file consolidated federal, California and Oregon (and possibly other jurisdictions where revenue is generated, at FCCG’s election) income tax returns with the Company and its subsidiaries. Under the Tax Sharing Agreement, the Company would pay FCCG the amount that its current tax liability would have been had it filed a separate return. An inter-company receivable due from FCCG and its affiliates was applied first to reduce excess income tax payment obligations to FCCG under the Tax Sharing Agreement. The Tax Sharing Agreement was terminated in connection with the Merger during the fourth quarter of 2020. Deferred taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for calculating taxes payable. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. As of March 28, 2021 and December 27, 2020, the Company recorded a valuation allowance against its deferred tax assets in the amount of $678,000 and $513,000, respectively, as it determined that these amounts would not likely be realized. Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in thousands): Thirteen Weeks Ended Thirteen Weeks Ended March 28, 2021 March 29, 2020 Tax benefit at statutory rate $ (538 ) $ (590 ) State and local income taxes (5 ) (38 ) Foreign taxes 826 121 Tax credits (826 ) (121 ) Dividends on preferred stock 237 280 Valuation allowance 165 - Other 12 50 Total income tax (benefit) expense $ (129 ) $ (298 ) As of March 28, 2021, the Company’s and its subsidiaries’ annual tax filings for the prior three years are open for audit by Federal and generally, for the prior four years for state tax agencies, based on the filing date for each return. The Company is the beneficiary of indemnification agreements from the prior owners of the subsidiaries for tax liabilities related to periods prior to its ownership of the subsidiaries. Management evaluated the Company’s overall tax positions and has determined that no provision for uncertain income tax positions is necessary as of March 28, 2021. |
Leases
Leases | 3 Months Ended |
Mar. 28, 2021 | |
Leases [Abstract] | |
Leases | NOTE 10. LEASES As of March 28, 2021, the Company has thirteen operating leases for corporate offices and for certain restaurant properties that are in the process of being refranchised. The leases have remaining terms ranging from 2.6 to 17.8 years. The Company recognized lease expense of $810,000 and $347,000 for the thirteen months ended March 28, 2021 and March 29, 2020, respectively. The weighted average remaining lease term of the operating leases as of March 28, 2021 was 7.4 years. Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): March 28, 2021 December 27, 2020 Right of use assets $ 13,340 $ 13,948 Lease liabilities $ 14,297 $ 14,651 The weighted average discount rate used to calculate the carrying value of the right of use assets and lease liabilities was 9.4% which is based on the Company’s incremental borrowing rate at the time the lease is acquired. The contractual future maturities of the Company’s operating lease liabilities as of March 28, 2021, including anticipated lease extensions, are as follows (in thousands): Fiscal year: 2021 $ 2,321 2022 3,182 2023 3,275 2024 3,137 2025 2,791 Thereafter 4,855 Total lease payments 19,561 Less imputed interest 5,264 Total $ 14,297 Supplemental cash flow information for the thirteen weeks ended March 28, 2021 related to leases is as follows (in thousands): Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 810 |
Debt
Debt | 3 Months Ended |
Mar. 28, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. DEBT Securitization On March 6, 2020, the Company completed a whole-business securitization (the “Securitization”) through the creation of a bankruptcy-remote issuing entity, FAT Brands Royalty I, LLC (“FAT Royalty”), in which FAT Royalty issued $20 million of Series 2020-1 Fixed Rates Senior Secured Notes, Class A-2 and $20 million of Series 2020-1 Fixed Rate Senior Subordinated Notes, Class B-2 (collectively the “Series A-2 and B-2 Notes”) pursuant to an indenture and the supplement thereto, each dated March 6, 2020 (collectively, the “Indenture”). The Series A-2 and B-2 Notes have the following terms: Note Public Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date Series A-2 BB Senior $ 20,000,000 6.50 % 4/27/2021 4/27/2026 Series B-2 B Senior Subordinated $ 20,000,000 9.00 % 4/27/2021 4/27/2026 Net proceeds from the issuance of the Series A-2 and B-2 Notes were $37,389,000, which consisted of the combined face amount of $40,000,000, net of discounts of $246,000 and debt offering costs of $2,365,000. The discount and offering costs are accreted as additional interest expense over the expected term of the Series A-2 and B-2 Notes. On September 21, 2020, FAT Royalty completed the sale of an additional $40 million of Series 2020-2 Fixed Rate Asset-Backed Notes (the “Series M-2 Notes”), pursuant to the Indenture as amended by the Series 2020-2 Supplement. The Series M-2 Notes consist of the following: Note Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date M-2 Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 Net proceeds from the issuance of the Series M-2 Notes were $35,371,000, which consists of the face amount of $40,000,000, net of discounts of $3,200,000 and debt offering costs of $1,429,000. The discount and offering costs are accreted as additional interest expense over the expected term of the Series M-2 Notes. The Series M-2 Notes are subordinate to the Series A-2 and B-2 Notes. The Series A-2 and B-2 Notes and the Series M-2 Notes (collectively, the “2020 Securitization Notes”) issued under the Indenture, as amended, are secured by an interest in substantially all of the assets of FAT Royalty, including the Johnny Rockets companies, that have been contributed to FAT Royalty and are obligations only of FAT Royalty under the Indenture and not obligations of the Company. While the 2020 Securitization Notes are outstanding, scheduled payments of principal and interest are required to be made on a quarterly basis, with the scheduled principal payments of $1,000,000 per quarter on each of the Series A-2 and Series B-2 Notes and $200,000 per quarter on the Series M-2 Notes beginning the second quarter of 2021. In connection with the Securitization, FAT Royalty and each of the Franchise Entities (as defined in the Indenture) entered into a Management Agreement with the Company, dated as of the Closing Date (the “Management Agreement”), pursuant to which the Company agreed to act as manager of FAT Royalty and each of the Franchise Entities. The Management Agreement provides for a management fee payable monthly by FAT Royalty to the Company in the amount of $200,000, subject to three percent (3%) annual increases (the “Management Fee”). The primary responsibilities of the manager are to perform certain franchising, distribution, intellectual property and operational functions on behalf of the Franchise Entities pursuant to the Management Agreement. The 2020 Securitization Notes are secured by substantially all of the assets of FAT Royalty, including the equity interests in the Franchise Entities. The restrictions placed on the Company’s subsidiaries require that FAT Royalty’s principal and interest obligations have first priority, after the payment of the Management Fee and certain other FAT Royalty expenses (as defined in the Indenture), and amounts are segregated monthly to ensure appropriate funds are reserved to pay the quarterly principal and interest amounts due. The amount of monthly cash flow that exceeds the required monthly debt service is generally remitted to the Company. Once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the subsidiaries. The 2020 Securitization Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any jurisdiction. The 2020 Securitization Notes are subject to certain financial and non-financial covenants, including a debt service coverage ratio calculation, as defined in the Indenture. If certain covenants are not met, the 2020 Securitization Notes may become partially or fully due and payable on an accelerated schedule. In addition, FAT Royalty may voluntarily prepay, in part or in full, the 2020 Securitization Notes in accordance with the provisions in the Indenture. As of March 28, 2021, FAT Royalty was in compliance with these covenants. As of March 28, 2021, the recorded balance of the 2020 Securitization Notes was $73,682,000, which is net of debt offering costs of $3,216,000 and original issue discount of $3,102,000. As of December 27, 2020, the recorded balance of the 2020 Securitization Notes was $73,369,000, which was net of debt offering costs of $3,374,000 and original issue discount of $3,257,000. The Company recognized interest expense on the 2020 Securitization Notes of $2,063,000 for the thirteen weeks ended March 28, 2021, which includes $158,000 for amortization of debt offering costs and $155,000 for amortization of the original issue discount. The average effective interest rate of the 2020 Securitization Notes, including the amortization of debt offering costs and original issue discount, was 11.2% for the thirteen weeks ended March 28, 2021. The 2020 Securitization Notes were repaid in full in April 2021 (see Note 21). Loan and Security Agreement On January 29, 2019, the Company as borrower, and its subsidiaries and affiliates as guarantors, entered into the Loan and Security Agreement with Lion. Pursuant to the Loan and Security Agreement, the Company borrowed $20.0 million from Lion, and utilized the proceeds to repay the existing $16.0 million term loan from FB Lending, LLC plus accrued interest and fees, and provide additional general working capital to the Company. The term loan under the Loan and Security Agreement was due to mature on June 30, 2020. Interest on the term loan accrued at an annual fixed rate of 20.0% and was payable quarterly. The Loan and Security Agreement was subsequently amended several times which allowed the Company to increase its borrowing by $3,500,000 in connection with the acquisition of Elevation Burger; extended the exercise date of the Lion Warrant to June 30, 2020; extended the due date for certain quarterly payments and imposed associated extension and other loan fees. On March 6, 2020, the Company repaid the Lion Loan and Security Agreement in full by making a total payment of approximately $26,771,000. This consisted of $24,000,000 in principle, approximately $2,120,000 in accrued interest and $651,000 in penalties and fees. The Company recognized interest expense on the Loan and Security Agreement of $1,783,000 for the thirteen weeks ended March 29, 2020, which includes $212,000 for amortization of all unaccreted debt offering costs at the time of the repayment and $650,000 in penalties and fees. Elevation Note On June 19, 2019, the Company completed the acquisition of Elevation Burger. A portion of the purchase price included the issuance to the Seller of a convertible subordinated promissory note (the “Elevation Note”) with a principal amount of $7,510,000, bearing interest at 6.0% per year and maturing in July 2026. The Elevation Note is convertible under certain circumstances into shares of the Company’s common stock at $12.00 per share. In connection with the valuation of the acquisition of Elevation Burger, the Elevation Note was recorded on the financial statements of the Company at $6,185,000, which is net of a loan discount of $1,295,000 and debt offering costs of $30,000. As of March 28, 2021, the carrying value of the Elevation Note was $5,987,000 which is net of the loan discount of $807,000 and debt offering costs of $53,000. As of December 27, 2020, the carrying value of the Elevation Note was $5,919,000 which is net of the loan discount of $872,000 and debt offering costs of $56,000. The Company recognized interest expense relating to the Elevation Note during the thirteen months ended March 28, 2021 in the amount of $171,000, which included amortization of the loan discount of $65,000 and amortization of $3,000 in debt offering costs. The Company recognized interest expense relating to the Elevation Note during the thirteen weeks ended March 29, 2020 in the amount of $189,000, which included amortization of the loan discount of $71,000 and amortization of $3,000 in debt offering costs. The effective interest rate for the Elevation Note during the thirteen weeks ended March 28, 2021 was 11.5%. The Elevation Note is a general unsecured obligation of Company and is subordinated in right of payment to all indebtedness of the Company arising under any agreement or instrument to which Company or any of its Affiliates is a party that evidences indebtedness for borrowed money that is senior in right of payment. Paycheck Protection Program Loans During 2020, the Company received loan proceeds in the amount of approximately $1,532,000 under the Paycheck Protection Program (the “PPP Loans”) and Economic Injury Disaster Loan Program (the “EIDL Loans”). The Paycheck Protection Program, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. At inception, the PPP Loans and EIDL Loans related to FAT Brands Inc. as well as five restaurant locations that were part of the Company’s refranchising program. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loans, there can be no assurance that the Company will be eligible for forgiveness of the loans, in whole or in part. Any unforgiven portion of the PPP Loans is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. As of March 28, 2021 and December 27, 2020, the balance remaining on the PPP Loans and EIDL Loans was $1,186,000 and $1,183,000 related to FAT Brands Inc., as the five restaurant locations were closed or refranchised during the second and third quarters of 2020. Subsequent to March 28, 2021, the PPP Loans and EIDL Loans were forgiven (see Note 21). Assumed Debt from Merger The following debt of FCCG (the “FCCG Debt”) was assumed by Fog Cutter Acquisition LLC, a subsidiary of the Company, as part of the Merger (in thousands): March 28, 2021 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. $ 1,978 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. 2,871 Note payable to a private lender. The note bears interest at a fixed rate of 15%. The note matures May 21, 2021. 17 Note payable to a private lender. The note bears interest at a fixed rate of 12%. Interest is due monthly in arrears. The note matures May 21, 2021. 779 Consideration payable to former FCCG shareholders issued in redemption of fractional shares of FCCG’s stock. The consideration is unsecured and non-interest bearing and is due and payable on May 21, 2021. 6,864 Total $ 12,509 Subsequent to March 28, 2021, the FCCG Debt was repaid in full (see Note 21). |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
Preferred Stock | Note 12. PREFERRED STOCK Series B Cumulative Preferred Stock On July 13, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) to issue and sell in a public offering (the “Offering”) 360,000 shares of 8.25% Series B Cumulative Preferred Stock (“Series B Preferred Stock”) and 1,800,000 warrants, plus 99,000 additional warrants pursuant to the underwriter’s overallotment option (the “2020 Series B Offering Warrants”), to purchase common stock at $5.00 per share. In the Underwriting Agreement, the Company agreed to pay the underwriters an underwriting discount of 8.0% of the gross proceeds received by the Company in the Offering and issue five-year warrants exercisable for 1% of the number of Series B Preferred Stock shares and the number of 2020 Series B Offering Warrants sold in the Offering. In connection with the Offering, on July 15, 2020 the Company filed an Amended and Restated Certificate of Designation of Rights and Preferences of Series B Cumulative Preferred Stock with the Secretary of State of Delaware, designating a total of 850,000 shares of Series B Preferred Stock (the “Certificate of Designation”), and on July 16, 2020 entered into a Warrant Agency Agreement with VStock Transfer, LLC, to act as the Warrant Agent for the Series B Offering Warrants (the “Warrant Agency Agreement”). The Certificate of Designation amends and restates the terms of the Series B Cumulative Preferred Stock issued in October 2019 (the “Original Series B Preferred”). At the time of the Offering, there were 57,140 shares of the Original Series B Preferred outstanding, together with warrants to purchase 34,284 shares of the Company’s common stock at an exercise price of $8.50 per share (the “Series B Warrants”). The Offering closed on July 16, 2020 with net proceeds to the Company of $8,122,000, which was net of $878,000 in underwriting and offering costs. Holders of Series B Cumulative Preferred Stock shall be entitled to receive, when, as and if declared by the FAT Board or a duly authorized committee thereof, in its sole discretion, out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at a rate per annum equal to the 8.25% multiplied by $25.00 per share stated liquidation preference of the Series B Preferred Stock. The dividends shall accrue without interest and accumulate, whether or not earned or declared, on each issued and outstanding share of the Series B Preferred Stock from (and including) the original date of issuance of such share and shall be payable monthly in arrears on a date selected by the Company each calendar month that is no later than twenty (20) days following the end of each calendar month. If the Company fails to pay dividends on the Series B Preferred Stock in full for any twelve accumulated, accrued and unpaid dividend periods, the dividend rate shall increase to 10% until the Company has paid all accumulated accrued and unpaid dividends on the Series B Preferred Stock in full and has paid accrued dividends during the two most recently completed dividend periods in full, at which time the 8.25% dividend rate shall be reinstated. The Company may redeem the Series B Preferred Stock, in whole or in part, at the option of the Company, for cash, at the following redemption price per share, plus any unpaid dividends: (i) After July 16, 2020 and on or prior to July 16, 2021: $27.50 per share. (ii) After July 16, 2021 and on or prior to July 16, 2022: $27.00 per share. (iii) After July 16, 2022 and on or prior to July 16, 2023: $26.50 per share. (iv) After July 16, 2023 and on or prior to July 16, 2024: $26.00 per share. (v) After July 16, 2024 and on or prior to July 16, 2025: $25.50 per share. (vi) After July 16, 2025: $25.00 per share. As a result of the amended and restated terms of the Series B Cumulative Preferred Stock, the Company classified the Series B Preferred Stock as equity as of July 15, 2020. Concurrent with the Offering, the holders of the outstanding 57,140 shares of Original Series B Preferred became subject to the new terms of the Certificate of Designation. As a result, the recorded value of the new Series B Stock was $1,136,000 with $292,000 allocated to the 2020 Series B Offering Warrants. The original holders were also issued 3,537 shares of new Series B Preferred Shares in payment of $88,000 accrued and outstanding dividends relating to the Original Series B Preferred at a price of $25 per share. The Company entered into an agreement to exchange 15,000 shares of Series A Fixed Rate Cumulative Preferred Stock owned by FCCG for 60,000 shares of Series B Preferred Stock valued at $1,500,000, pursuant to a Settlement, Redemption and Release Agreement. The Company also agreed to issue 14,449 shares of Series B Preferred Stock valued at $361,224 as consideration for accrued dividends due to FCCG. The Company entered into an agreement to exchange all of the outstanding shares of Series A-1 Fixed Rate Cumulative Preferred Stock for 168,001 shares of Series B Preferred Stock valued at $4,200,000, pursuant to a Settlement, Redemption and Release Agreement with the holders of such shares. In connection with the acquisition of FCCG by the Company, in December 2020 the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of our Common Stock, other than FCCG, on the record date, consisting of 0.2319998077 shares of Series B Cumulative Preferred Stock for each outstanding share of Common Stock held by such stockholders. The Special Dividend was paid on December 23, 2020 and resulted in the issuance of 520,145 additional shares of Series B Preferred Stock with a market value on the payment date of approximately $8,885,000. As of March 28, 2021, the Series B Preferred Stock consisted of 1,183,272 shares outstanding with a balance of $21,267,000. The Company declared preferred dividends to the holders of the Series B Preferred Stock totaling $610,000 during the thirteen weeks ended March 28, 2021. Series A Fixed Rate Cumulative Preferred Stock On June 8, 2018, the Company filed a Certificate of Designation of Rights and Preferences of Series A Fixed Rate Cumulative Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of the State of Delaware (the “Certificate of Designation”), designating a total of 100,000 shares of Series A Preferred Stock. The Company issued 100,000 shares of Series A Preferred stock in the following two transactions: (i) On June 7, 2018, the Company entered into a Subscription Agreement for the issuance and sale (the “Series A Offering”) of 800 units (the “Units”), with each Unit consisting of (i) 100 shares of the Company’s newly designated Series A Fixed Rate Cumulative Preferred Stock (the “Series A Preferred Stock”) and (ii) warrants (the “Series A Warrants”) to purchase 127 shares of the Company’s common stock at $7.83 per share. The sales price of each Unit was $10,000, resulting in gross proceeds to the Company from the initial closing of $8,000,000 and the issuance of 80,000 shares of Series A Preferred Stock and Series A Warrants to purchase 102,125 shares of common stock (the “Subscription Warrants”). (ii) On June 27, 2018, the Company entered into a Note Exchange Agreement, as amended, under which it agreed with FCCG to exchange all but $950,000 of the remaining balance of the Company’s outstanding Promissory Note issued to the FCCG on October 20, 2017, in the original principal amount of $30,000,000 (the “Note”). At the time, the Note had an estimated outstanding balance of principal plus accrued interest of $10,222,000 (the “Note Balance”). On June 27, 2018, $9,272,053 of the Note Balance was exchanged for shares of capital stock of the Company and warrants in the following amounts (the “Exchange Shares”): ● $2,000,000 of the Note Balance was exchanged for 200 Units consisting of 20,000 shares of Series A Fixed Rate Cumulative Preferred Stock of the Company at $100 per share and Series A Warrants to purchase 25,530 of the Company’s common stock at an exercise price of $7.83 per share (the “Exchange Warrants”); and ● $7,272,053 of the Note Balance was exchanged for 1,010,420 shares of common stock of the Company, representing an exchange price of $7.20 per share, which was the closing trading price of the common stock on June 26, 2018. On July 13, 2020, the Company entered into the following transactions pertaining to the outstanding Series A Preferred Stock: 1. The Company entered into an agreement to redeem 80,000 outstanding shares of the Series A Preferred Stock, plus accrued dividends thereon, held by Trojan Investments, LLC pursuant to a Stock Redemption Agreement that provides for the redemption at face value of a portion of such shares for cash from the proceeds of the Offering and the balance to be redeemed in $2 million tranches every six months, with the final payment due by December 31, 2021. 2. The Company redeemed 5,000 outstanding shares of Series A Preferred Stock, plus accrued dividends thereon, held by Ridgewood Select Value Fund LP and its affiliate at face value for cash from the proceeds of the Offering. 3. The Company exchanged 15,000 outstanding shares of Series A Preferred Stock, plus accrued dividends thereon, held by FCCG at face value for shares of Series B Preferred Stock valued at $25.00 per share. The Company classifies the Series A Preferred Stock as debt. As of March 28, 2021, there were 80,000 shares of Series A Preferred Stock outstanding, with a balance of $7,970,000 which is net of debt offering costs and discounts of $30,000. The Company recognized interest expense on the Series A Preferred Stock of $288,000 for the thirteen weeks ended March 28, 2021, which includes accretion expense of $9,000 as well as $1,000 for the amortization of debt offering costs. The Company recognized interest expense on the Series A Preferred Stock of $355,000 for the thirteen weeks ended March 29, 2020, which includes accretion expense of $6,000 and $1,000 for the amortization of debt offering costs. The year-to-date effective interest rate for the Series A Preferred Stock for 2021 was 14.5%. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 28, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions During the thirteen weeks ended March 28, 2021, there were no reportable related party transactions. For the thirteen weeks ended March 29, 2020, the Company reported the following: Due from Affiliates On April 24, 2020, the Company entered into an Intercompany Revolving Credit Agreement with FCCG (“Intercompany Agreement”). The Company had previously extended credit to FCCG pursuant to a certain Intercompany Promissory Note (the “Original Note”), dated October 20, 2017, with an initial principal balance of $11,906,000. Subsequent to the issuance of the Original Note, the Company and certain of its direct or indirect subsidiaries made additional intercompany advances in the aggregate amount of $10,523,000. Pursuant to the Intercompany Agreement, the revolving credit facility bore interest at a rate of 10% per annum, had a five-year term with no prepayment penalties, and had a maximum capacity of $35,000,000. All additional borrowings under the Intercompany Agreement were subject to the approval of the Board of Directors, in advance, on a quarterly basis and may have been subject to other conditions as set forth by the Company. The initial balance under the Intercompany Agreement totaled $21,067,000 including the balance of the Original Note, borrowings subsequent to the Original Note, accrued and unpaid interest income, and other adjustments through December 29, 2019. As of March 29, 2020, the balance receivable under the Intercompany Agreement was $26,854,000. During the thirteen weeks ended March 29, 2020, the Company recorded a receivable from FCCG in the amount of $121,000 under the Tax Sharing Agreement, which was added to the intercompany receivable. Series B Cumulative Preferred Stock On October 3 and October 4, 2019, the Company completed the initial closing of its continuous public offering (the “Series B Preferred Offering”) of up to $30,000,000 of units (the “Series B Units”) at $25.00 per Series B Unit, with each Series B Unit comprised of one share of 8.25% Series B Cumulative Preferred Stock (“Series B Preferred Stock”) and 0.60 warrants (the “Series B Warrants”) to purchase common stock at $8.50 per share, exercisable for five years. At the initial closing of the Preferred Offering, the Company completed the sale of 43,080 Series B Units for gross proceeds of $1,077,000. As of March 29, 2020, the following reportable related persons participated in the initial closing of the Company’s Preferred Offering: ● Andrew Wiederhorn, the Company’s Chief Executive Officer, acquired 20,000 Series B Units for $500,000 comprised of 20,000 shares of Series B Preferred Stock and 12,000 Series B Warrants to purchase 12,000 shares of the Company’s Common Stock at $8.50 per share, and ● Squire Junger, a member of the Company’s Board of Directors, acquired 5,000 Series B Units for $125,000 comprised of 5,000 shares of Series B Preferred Stock and 3,000 Series B Warrants to purchase 3,000 shares of the Company’s Common Stock at $8.50 per share. ● In aggregate, Mr. Wiederhorn, Mr. Junger, and other related parties acquired 33,000 Series B Units for $825,000 comprised of 33,000 shares of Series B Preferred Stock and 19,800 Series B Warrants to purchase 19,800 shares of the Company’s Common Stock at $8.50 per share. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 14. SHAREHOLDERS’ EQUITY As of March 28, 2021 and December 27, 2020, the total number of authorized shares of common stock was 25,000,000, and there were 12,029,264 and 11,926,264 shares of common stock outstanding, respectively. Below are the changes to the Company’s common stock during the thirteen weeks ended March 28, 2021: ● The Company issued 103,000 shares of common stock between February 10, 2021 and February 17, 2021 in satisfaction of the exercise of certain 2020 Series B Offering Warrants. The proceeds to the Company from the exercise of the options totaled $515,000. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
Share-Based Compensation | Note 15. SHARE-BASED COMPENSATION Effective September 30, 2017, the Company adopted the 2017 Omnibus Equity Incentive Plan (the “Plan”). The Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, FAT Brands Inc. and its subsidiaries. The Plan provides a maximum of 1,021,250 shares available for grant. All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually. The Company’s stock option activity for thirteen weeks ended March 28, 2021 is summarized as follows: Number of Shares Weighted Weighted Average Remaining Contractual Stock options outstanding at December 27, 2020 656,105 $ 8.21 7.5 Grants - $ - - Forfeited - $ - - Expired - $ - - Stock options outstanding at March 28, 2021 656,105 $ 8.21 7.5 Stock options exercisable at March 28,2021 453,566 $ 9.34 7.1 The range of assumptions used in the Black-Scholes valuation model to record the stock-based compensation are as follows: Including Non-Employee Options Expected dividend yield 0% - 10.43 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.32% - 2.85 % Expected term (in years) 5.50 – 5.75 The Company recognized share-based compensation expense in the amount of $37,000 and $15,000, respectively, during the thirteen weeks ended March 28, 2021 and March 29, 2020. As of March 28, 2021, there remains $124,000 of related share-based compensation expense relating to non-vested grants, which will be recognized over the remaining vesting period, subject to future forfeitures. |
Warrants
Warrants | 3 Months Ended |
Mar. 28, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Note 16. WARRANTS Outstanding Warrants As of March 28, 2021, the Company had the following outstanding warrants to purchase shares of its common stock: ● Warrants issued on October 20, 2017 to purchase 81,700 shares of the Company’s common stock granted to the selling agent in the Company’s Initial Public Offering (the “Common Stock Warrants”). The Common Stock Warrants are exercisable commencing April 20, 2018 through October 20, 2022. The exercise price for the Common Stock Warrants is $14.69 per share, and the Common Stock Warrants were valued at $124,000 at the date of grant. The Common Stock Warrants provide that upon exercise, the Company may elect to redeem the Common Stock Warrants in cash by paying the difference between the applicable exercise price and the then-current fair market value of the common stock. ● Warrants issued on June 7, 2018 to purchase 102,125 shares of the Company’s common stock at an exercise price of $7.83 per share (the “Subscription Warrants”). The Subscription Warrants were issued as part of the Subscription Agreement (see Note 12). The Subscription Warrants were valued at $87,000 at the date of grant. The Subscription Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on June 27, 2018 to purchase 25,530 shares of the Company’s common stock at an exercise price of $7.83 per share (the “Exchange Warrants”). The Exchange Warrants were issued as part of the Exchange (See Note 12). The Exchange Warrants were valued at $25,000 at the date of grant. The Exchange Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on July 3, 2018 to purchase 57,439 shares of the Company’s common stock at an exercise price of $7.83 per share (the “Hurricane Warrants”). The Hurricane Warrants were issued as part of the acquisition of Hurricane. The Hurricane Warrants were valued at $58,000 at the date of grant. The Hurricane Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on July 3, 2018 to purchase 40,904 shares of the Company’s common stock at an exercise price of $7.20 per share (the “Placement Agent Warrants”). The Placement Agent Warrants were issued to the placement agents of the $16 million credit facility with FB Lending, LLC (See Note 11). The remaining Placement Agent Warrants had been valued at $48,000 at the date of grant. The Placement Agent Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on June 19, 2019, in connection with the acquisition of Elevation Burger (See Note 3), to purchase 46,875 shares of the Company’s common stock at an exercise price of $8.00 per share (the “Elevation Warrant”), exercisable for a period of five years, but only in the event of a merger of the Company and FCCG, commencing on the second business day following the potential merger and ending on the five year anniversary thereafter. The Elevation Warrants were not valued at the date of grant due to the contingency relating to their exercise. ● Warrants issued between October 3, 2019 and December 29, 2019, in connection with the sale of Series B Units, to purchase 60 shares of the Company’s common stock at an exercise price of $8.50 per share (the “Series B Warrants”), exercisable for a period of five years from October 3, 2019. These warrants have not yet been presented by the holders for exchange with 2020 Series B Offering Warrants (See Note 12). ● Warrants issued on July 16, 2020, in connection with Series B Preferred Stock Offering (See Note 12), to purchase 1,796,910 shares of the Company’s common stock at an exercise price of $5.00 per share (the “2020 Series B Offering Warrants”), exercisable beginning on December 24 ,2020, and will expire on July 16, 2025. The Series B Offering Warrants were valued at $1,926,000 at the date of grant. Subsequent to March 28, 2021, on May 3, 2021, the exercise price of the 2020 Series B Offering Warrants decreased from $5.00 per share to $4.8867 per share based on the cash dividend payable to holders of the Company’s common stock as of such date (See Note 17). ● Warrants issued on July 16, 2020, to purchase 2020 Series B Offering Warrants (the “Series B Underwriter Warrants”), which would grant the holder the right to purchase 18,990 shares of the Company’s common stock at an exercise price of $5.00 per share, exercisable beginning on December 24, 2020 and expiring on July 16, 2025. The exercise price to purchase the 2020 Series B Offering Warrant is $0.01 per underlying share of common stock. These warrants were valued at $64,000 at the date of grant. The Company’s warrant activity for the thirteen weeks ended March 28, 2021 is as follows: Number of Weighted Weighted Warrants outstanding at December 27, 2020 2,273,533 $ 5.68 4.1 Grants - $ - - Exercised (103,000 ) $ (5.00 ) (4.3 ) Warrants outstanding at March 28, 2021 2,170,533 $ 5.71 4.0 Warrants exercisable at March 28, 2021 2,170,533 $ 5.71 4.0 The range of assumptions used to establish the value of the warrants using the Black-Scholes valuation model are as follows: Warrants Expected dividend yield 4.00% - 6.63 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.99% - 1.91 % Expected term (in years) 3.80 - 5.00 In addition to the warrants to purchase common stock described above, the Company has also granted the following warrants on other securities to the underwriters in connection with the Series B Preferred Stock Offering (See Note 12): ● Warrants issued on July 16, 2020, to purchase 3,600 shares of the Company’s Series B Preferred Stock at an exercise price of $24.95 per share (the “Series B Preferred Warrants”), exercisable beginning on the earlier of one year from the date of issuance or the consummation of a consolidation, merger or other similar business combination transaction involving the Company (or any of its subsidiaries) and its parent company, FCCG, and will expire on July 16, 2025. The Series B Preferred Warrants were valued at $2,000 at the date of grant. |
Dividends on Common Stock
Dividends on Common Stock | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
Dividends on Common Stock | Note 17. DIVIDENDS ON COMMON STOCK During the thirteen weeks ended March 28, 2021, there were no dividends declared or paid on the Company’s common stock. Subsequent to the end of that period, on April 20, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on May 7, 2021 to shareholders of record as of May 3, 2021, for a total of $1,590,000. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies Litigation Stratford Holding LLC v. Foot Locker Retail Inc. (U.S. District Court for the Western District of Oklahoma, Case No. 5:12-cv-00772-HE) In 2012 and 2013, two property owners in Oklahoma City, Oklahoma sued numerous parties, including Foot Locker Retail Inc. and our subsidiary Fog Cutter Capital Group Inc. (now known as Fog Cutter Acquisition, LLC), for alleged environmental contamination on their properties, stemming from dry cleaning operations on one of the properties. The property owners seek damages in the range of $12 million to $22 million. From 2002 to 2008, a former Fog Cutter subsidiary managed a lease portfolio, which included the subject property. Fog Cutter denies any liability, although it did not timely respond to one of the property owners’ complaints and several of the defendants’ cross-complaints and thus is in default. The parties are currently conducting discovery, and the matter is scheduled for trial for November 2021. The Company is unable to predict the ultimate outcome of this matter, however, reserves have been recorded on the balance sheet relating to this litigation. There can be no assurance that the defendants will be successful in defending against these actions. SBN FCCG LLC v FCCGI (Los Angeles Superior Court, Case No. BS172606) SBN FCCG LLC (“SBN”) filed a complaint against Fog Cutter Capital Group, Inc. (“FCCG”) in New York state court for an indemnification claim (the “NY case”) stemming from an earlier lawsuit in Georgia regarding a certain lease portfolio formerly managed by a former FCCG subsidiary. In February 2018, SBN obtained a final judgment in the NY case for a total of $651,290, which included $225,030 in interest dating back to March 2012. SBN then obtained a sister state judgment in Los Angeles Superior Court, Case No. BS172606 (the “California case”), which included the $651,290 judgment from the NY case, plus additional statutory interest and fees, for a total judgment of $656,543. In May 2018, SBN filed a cost memo, requesting an additional $12,411 in interest to be added to the judgment in the California case, for a total of $668,954. In May 2019, the parties agreed to settle the matter for $580,000, which required the immediate payment of $100,000, and the balance to be paid in August 2019. FCCG wired $100,000 to SBN in May 2019, but has not yet paid the remaining balance of $480,000. The parties have not entered into a formal settlement agreement, and they have not yet discussed the terms for the payment of the remaining balance. The Company is involved in other claims and legal proceedings from time-to-time that arise in the ordinary course of business, including those involving the Company’s franchisees. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its business, financial condition, results of operations, liquidity or capital resources. As of March 28,2021, the Company had accrued an aggregate of $5.68 million for the specific matters mentioned above and claims and legal proceedings involving franchisees as of that date. Operating Leases The Company leases corporate headquarters located in Beverly Hills, California comprising 12,281 square feet of space, pursuant to a lease that expires on September 29, 2025, as well as an additional 2,915 square feet of space pursuant to a lease amendment that expires on February 29, 2024. The Company is operating ten restaurant locations which are now being marketed as part of its refranchising efforts. Each location is subject to a real estate lease. The Company believes that all existing facilities are in good operating condition and adequate to meet current and foreseeable needs. Additional information related to the Company’s operating leases are disclosed in Note 10. |
Geographic Information and Majo
Geographic Information and Major Franchisees | 3 Months Ended |
Mar. 28, 2021 | |
Geographic Information And Major Franchisees | |
Geographic Information and Major Franchisees | Note 19. geographic information AND MAJOR FRANCHISEES R Thirteen Weeks Ended March 28, 2021 Thirteen Weeks Ended March 29, 2020 United States $ 4,830 $ 3,709 Other countries 1,819 714 Total revenues $ 6,649 $ 4,423 Revenues are shown based on the geographic location of our licensee restaurants. All Company assets are located in the United States. During the thirteen weeks ended March 28, 2021 and March 29, 2020, no individual franchisee accounted for more than 10% of the Company’s revenues. |
Operating Segments
Operating Segments | 3 Months Ended |
Mar. 28, 2021 | |
Segment Reporting [Abstract] | |
Operating Segments | NOTE 20. OPERATING SEGMENTS With minor exceptions, the Company’s operations are comprised exclusively of franchising a growing portfolio of restaurant brands. The Company’s growth strategy is centered on expanding the footprint of existing brands and acquiring new brands through a centralized management organization which provides substantially all executive leadership, marketing, training and corporate accounting services. While each brand could be considered an individual business segment, the nature of the Company’s business is consistent across our portfolio. Consequently, while management assesses the progress of its operations by brand, these operations may be aggregated into one reportable segment in the Company’s financial statements. As part of its ongoing franchising efforts, the Company will, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations. During the refranchising period, the Company may operate the restaurants. The chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial performance and allocates resources at an overall level on a recurring basis. Therefore, management has determined that the Company has one reportable segment. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 28, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21. SUBSEQUENT EVENTS Management has evaluated all events and transactions that occurred subsequent to March 28, 2021 through the date of issuance of these consolidated financial statements. During this period, the Company did not have any significant subsequent events except as follows: Securitization On April 26, 2021 (the “Closing Date”), FB Royalty completed the issuance and sale in a private offering (the “Offering” as defined in Note 1) of three tranches of fixed rate senior secured notes as follows: (i) 4.75% Series 2021-1 Fixed Rate Senior Secured Notes, Class A-2, in an initial principal amount of $97,104,000; (ii) 8.00% Series 2021-1 Fixed Rate Senior Subordinated Secured Notes, Class B-2, in an initial principal amount of $32,368,000; and (iii) 9.00% Series 2021-1 Fixed Rate Subordinated Secured Notes, Class M-2, in an initial principal amount of $15,000,000 (collectively, the “2021 Securitization Notes”). The 2021 Securitization Notes were issued in a securitization transaction pursuant to which substantially all of the assets held by the Issuer and its subsidiaries, including the Company, were pledged as collateral to secure the 2021 Securitization Notes. On the Closing Date, FAT used a portion of the net proceeds of the Offering to repay in full the 2020 Securitization Notes (see Note 11). The restrictions placed on the Company and other FB Royalty subsidiaries require that the 2021 Securitization Notes principal and interest obligations have first priority and amounts are segregated weekly to ensure appropriate funds are reserved to pay the quarterly principal and interest amounts due. The amount of weekly cash flow that exceeds the required weekly interest reserve is generally remitted to the FAT. Common stock dividend On April 20, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on May 7, 2021 to shareholders of record as of May 3, 2021, totaling $1,590,000. Retirement of Fog Cutter debt In April 2021, obligations totaling approximately $12,509,000 owed by Fog Cutter Capital Group to various lenders and beneficiaries were paid in full (see Note 11). Forgiveness of PPP Loans On April 26, 2021, the Company received confirmation that the entire balance remaining on the PPP Loans, plus accrued interest, had been forgiven under the terms of the program. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 28, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of operations rd |
Principles of Consolidation | Principles of consolidation |
Use of Estimates in the Preparation of the Consolidated Financial Statements | Use of estimates in the preparation of the consolidated financial statements |
Financial Statement Reclassification | Financial statement reclassification |
Credit and Depository Risks | Credit and Depository Risks The Company maintains cash deposits in national financial institutions. From time to time the balances for these accounts exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insured amount. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account. As of March 28, 2021 and December 27, 2020, the Company had uninsured deposits in the amount of $3,931,238 and $6,047,299, respectively. |
Restricted Cash | Restricted Cash – |
Accounts Receivable | Accounts receivable |
Assets Classified as Held for Sale | Assets classified as held for sale – |
Goodwill and Other Intangible Assets | Goodwill and other intangible assets |
Fair Value Measurements | Fair Value Measurements - ● Level 1 inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. ● Level 3 inputs are unobservable and reflect the Company’s own assumptions. Other than a derivative liability that existed during part of 2020 and the contingent consideration payable liabilities incurred in connection with the acquisition of certain of our brands, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP (See Note 12). None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. |
Income Taxes | Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A two-step approach is utilized to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. |
Franchise Fees | Franchise Fees: The franchise fee may be adjusted at management’s discretion or in a situation involving store transfers between franchisees. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. |
Royalties | Royalties – |
Advertising | Advertising – |
Share-based Compensation | Share-based compensation |
Earnings Per Share | Earnings per share Earnings Per Share |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”) |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Fog Cutter Capital Group Inc [Member] | |
Schedule of Allocation of Tangible and Intangible Assets Acquired | The Merger resulted in the following assets and liabilities being included in the consolidated financial statements of the Company as of the Merger date (in thousands): Prepaid assets $ 33 Deferred tax assets 20,402 Other assets 100 Accounts payable (926 ) Accrued expense (6,846 ) Current portion of debt (12,486 ) Litigation reserve (3,980 ) Due to affiliates (43,653 ) Total net identifiable liabilities (net deficit) $ (47,356 ) |
Schedule of Proforma Revenue and Net (Loss) Income | This proforma information does not purport to represent what the actual results of operations of the Company would have been had the Merger occurred on that date, nor does it purport to predict the results of operations for future periods. Thirteen Weeks Ended March 28, 2021 March 29, 2020 (Actual) (Proforma) Revenues $ 6,649 $ 4,423 Net loss $ (2,432 ) $ (4,612 ) |
Johnny Rockets [Member] | |
Schedule of Allocation of Tangible and Intangible Assets Acquired | The preliminary allocation of the consideration to the preliminary valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 812 Accounts receivable 1,452 Assets held for sale 10,765 Goodwill 258 Other intangible assets 26,900 Deferred tax assets 4,039 Other assets 438 Accounts payable (1,113 ) Accrued expenses (3,740 ) Deferred franchise fees (4,988 ) Operating lease liability (10,028 ) Other liabilities (65 ) Total net identifiable assets $ 24,730 |
Schedule of Proforma Revenue and Net (Loss) Income | This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of Johnny Rockets occurred on this date nor does it purport to predict the results of operations for future periods. Thirteen Weeks Ended March 28, 2021 March 29, 2020 (Actual) (Proforma) Revenues $ 6,649 $ 7,674 Net (loss) income $ (2,432 ) $ (2,357 ) |
Refranchising (Tables)
Refranchising (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Refranchising | |
Schedule of Remaining Assets Classified as Held for Sale | As a result, the following assets have been classified as held for sale on the accompanying consolidated balance sheets as of March 28, 2021 and December 27, 2020 (in thousands): March 28, 2021 December 27, 2020 (Unaudited) (Audited) Property, plant and equipment $ 1,355 $ 1,352 Operating lease right of use assets 9,215 9,479 Total $ 10,570 $ 10,831 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in thousands): March 28, 2021 December 27, 2020 Goodwill: Fatburger $ 529 $ 529 Buffalo’s 5,365 5,365 Hurricane 2,772 2,772 Yalla 261 261 Elevation Burger 521 521 Johnny Rockets 258 1,461 Total goodwill $ 9,706 $ 10,909 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Other intangible assets consist of trademarks and franchise agreements that were classified as identifiable intangible assets at the time of the brands’ acquisition by the Company or by FCCG prior to FCCG’s contribution of the brands to the Company at the time of the initial public offering (in thousands): March 28, December 27, Trademarks: Fatburger $ 2,135 $ 2,135 Buffalo’s 27 27 Hurricane 6,840 6,840 Ponderosa 300 300 Yalla 776 776 Elevation Burger 4,690 4,690 Johnny Rockets 20,300 20,300 Total trademarks 35,068 35,068 Franchise agreements: Hurricane – cost 4,180 4,180 Hurricane – accumulated amortization (884 ) (804 ) Ponderosa – cost 1,477 1,477 Ponderosa – accumulated amortization (362 ) (337 ) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (886 ) (761 ) Johnny Rockets – cost 6,600 6,600 Johnny Rockets – accumulated amortization (312 ) (162 ) Total franchise agreements 12,263 12,643 Total Other Intangible Assets $ 47,331 $ 47,711 |
Schedule of Future Amortization | The expected future amortization of the Company’s franchise agreements is as follows (in thousands): Fiscal year: 2021 $ 1,141 2022 1,522 2023 1,522 2024 1,217 2025 1,023 Thereafter 5,838 Total $ 12,263 |
Deferred Income (Tables)
Deferred Income (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Contract with Customer, Liability [Abstract] | |
Schedule of Deferred Income | Deferred income is as follows (in thousands): March 28, 2021 December 27, 2020 Deferred franchise fees $ 10,742 $ 10,003 Deferred royalties 262 291 Deferred vendor incentives 315 692 Total $ 11,319 $ 10,986 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Statutory Income Tax Rate to Pretax Income | Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in thousands): Thirteen Weeks Ended Thirteen Weeks Ended March 28, 2021 March 29, 2020 Tax benefit at statutory rate $ (538 ) $ (590 ) State and local income taxes (5 ) (38 ) Foreign taxes 826 121 Tax credits (826 ) (121 ) Dividends on preferred stock 237 280 Valuation allowance 165 - Other 12 50 Total income tax (benefit) expense $ (129 ) $ (298 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Leases [Abstract] | |
Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases | Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): March 28, 2021 December 27, 2020 Right of use assets $ 13,340 $ 13,948 Lease liabilities $ 14,297 $ 14,651 |
Schedule of Contractual Future Maturities of Operating Lease Liabilities | The contractual future maturities of the Company’s operating lease liabilities as of March 28, 2021, including anticipated lease extensions, are as follows (in thousands): Fiscal year: 2021 $ 2,321 2022 3,182 2023 3,275 2024 3,137 2025 2,791 Thereafter 4,855 Total lease payments 19,561 Less imputed interest 5,264 Total $ 14,297 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information for the thirteen weeks ended March 28, 2021 related to leases is as follows (in thousands): Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 810 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Securitization of Notes | The Series A-2 and B-2 Notes have the following terms: Note Public Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date Series A-2 BB Senior $ 20,000,000 6.50 % 4/27/2021 4/27/2026 Series B-2 B Senior Subordinated $ 20,000,000 9.00 % 4/27/2021 4/27/2026 The Series M-2 Notes consist of the following: Note Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date M-2 Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 |
Schedule of FCCG Merger | The following debt of FCCG (the “FCCG Debt”) was assumed by Fog Cutter Acquisition LLC, a subsidiary of the Company, as part of the Merger (in thousands): March 28, 2021 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. $ 1,978 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. 2,871 Note payable to a private lender. The note bears interest at a fixed rate of 15%. The note matures May 21, 2021. 17 Note payable to a private lender. The note bears interest at a fixed rate of 12%. Interest is due monthly in arrears. The note matures May 21, 2021. 779 Consideration payable to former FCCG shareholders issued in redemption of fractional shares of FCCG’s stock. The consideration is unsecured and non-interest bearing and is due and payable on May 21, 2021. 6,864 Total $ 12,509 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The Company’s stock option activity for thirteen weeks ended March 28, 2021 is summarized as follows: Number of Shares Weighted Weighted Average Remaining Contractual Stock options outstanding at December 27, 2020 656,105 $ 8.21 7.5 Grants - $ - - Forfeited - $ - - Expired - $ - - Stock options outstanding at March 28, 2021 656,105 $ 8.21 7.5 Stock options exercisable at March 28,2021 453,566 $ 9.34 7.1 |
Schedule of Assumptions Used for Stock-based Compensation | The range of assumptions used in the Black-Scholes valuation model to record the stock-based compensation are as follows: Including Non-Employee Options Expected dividend yield 0% - 10.43 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.32% - 2.85 % Expected term (in years) 5.50 – 5.75 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Warrant Activity | The Company’s warrant activity for the thirteen weeks ended March 28, 2021 is as follows: Number of Weighted Weighted Warrants outstanding at December 27, 2020 2,273,533 $ 5.68 4.1 Grants - $ - - Exercised (103,000 ) $ (5.00 ) (4.3 ) Warrants outstanding at March 28, 2021 2,170,533 $ 5.71 4.0 Warrants exercisable at March 28, 2021 2,170,533 $ 5.71 4.0 |
Schedule of Assumptions Used for Stock-based Compensation, Warrants | The range of assumptions used to establish the value of the warrants using the Black-Scholes valuation model are as follows: Warrants Expected dividend yield 4.00% - 6.63 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.99% - 1.91 % Expected term (in years) 3.80 - 5.00 |
Geographic Information and Ma_2
Geographic Information and Major Franchisees (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Geographic Information And Major Franchisees | |
Schedule of Revenues by Geographic Area | R Thirteen Weeks Ended March 28, 2021 Thirteen Weeks Ended March 29, 2020 United States $ 4,830 $ 3,709 Other countries 1,819 714 Total revenues $ 6,649 $ 4,423 |
Organization and Relationships
Organization and Relationships (Details Narrative) $ in Thousands | Apr. 26, 2021USD ($) | Oct. 20, 2017 | Mar. 28, 2021USD ($)Integer | Mar. 29, 2020USD ($) | Dec. 27, 2020USD ($) | Dec. 29, 2019USD ($) |
Ownership percentage, description | The Company completed an initial public offering on October 20, 2017 and issued additional shares of common stock representing 20 percent of its ownership | |||||
Initial public offering percentage | 20.00% | |||||
Franchising brands and locations, description | The Company owns and franchises nine restaurant brands through various wholly owned subsidiaries: Fatburger, Johnny Rockets, Buffalo’s Cafe, Buffalo’s Express, Hurricane Grill & Wings, Ponderosa Steakhouses, Bonanza Steakhouses, Yalla Mediterranean and Elevation Burger. Combined, these brands have over 675 locations, including units under construction, and more than 200 under development. | |||||
Number of franchise brands | Integer | 9 | |||||
Number of franchise units worldwide | Integer | 700 | |||||
Number of franchises minimum, under development | Integer | 200 | |||||
Income (loss) from operations | $ 104 | $ (578) | ||||
Net loss | (2,432) | (2,370) | ||||
Net cash used in operations | (1,246) | (3,371) | ||||
Stockholders equity | $ (45,576) | $ 3,008 | $ (41,883) | $ 5,378 | ||
Subsequent Event [Member] | ||||||
Net proceeds from offering | $ 57,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 28, 2021 | Dec. 27, 2020 | |
Reclassification and adjustments | $ 1,203,000 | |
Accounts receivable, net of allowance for doubtful accounts | 4,467,000 | $ 4,208,000 |
FDIC insured amount | 250,000 | |
Uninsured balance | 3,931,238 | 6,047,299 |
Restricted cash | 3,352,000 | 2,867,000 |
Non-current restricted cash | 400,000 | 400,000 |
Accounts receivable, allowance for doubtful accounts | $ 762,000 | $ 739,000 |
Minimum [Member] | ||
Estimated useful lives of intangible assets | 9 years | |
Royalty fee percentage | 0.75% | |
Maximum [Member] | ||
Estimated useful lives of intangible assets | 25 years | |
Royalty fee percentage | 6.00% | |
Accounts Receivable [Member] | No Customer [Member] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details Narrative) - USD ($) | Dec. 10, 2020 | Sep. 21, 2020 | Mar. 28, 2021 | Mar. 29, 2020 |
Revenues | $ 6,649,000 | $ 4,423,000 | ||
Fog Cutter Capital Group Inc [Member] | ||||
Net loss | 432,000 | |||
Book value of net assets and liabilities acquired by Company | $ (47,356,000) | |||
Fog Cutter Capital Group Inc [Member] | Merger Agreement [Member] | ||||
Business acquisition shares | 9,679,288 | |||
Dividend payable description | In connection with the Merger, the Company declared a special stock dividend (the "Special Dividend") payable on the record date only to holders of our Common Stock, other than FCCG, consisting of 0.2319998077 shares of the Company's 8.25% Series B Cumulative Preferred Stock (liquidation preference $25.00 per share) (the "Series B Preferred Stock") for each outstanding share of Common Stock held by such stockholders, with the value of any fractional shares of Series B Preferred Stock being paid in cash. | |||
Johnny Rockets [Member] | ||||
Net loss | 26,000 | |||
Purchase price of business | $ 24,730,000 | |||
Book value of net assets and liabilities acquired by Company | $ 24,730,000 | |||
Revenues | $ 2,257,000 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of Allocation of Tangible and Intangible Assets Acquired (Details) - USD ($) | Mar. 28, 2021 | Dec. 27, 2020 | Dec. 10, 2020 | Sep. 21, 2020 |
Goodwill | $ 9,706,000 | $ 10,909,000 | ||
Fog Cutter Capital Group Inc [Member] | ||||
Prepaid assets | $ 33,000 | |||
Deferred tax assets | 20,402,000 | |||
Other assets | 100,000 | |||
Accounts payable | (926,000) | |||
Accrued expenses | (6,846,000) | |||
Current portion of debt | (12,486,000) | |||
Litigation reserve | (3,980,000) | |||
Due to affiliates | (43,653,000) | |||
Total net identifiable assets | $ (47,356,000) | |||
Johnny Rockets [Member] | ||||
Deferred tax assets | $ 4,039,000 | |||
Cash | 812,000 | |||
Accounts receivable | 1,452,000 | |||
Assets held for sale | 10,765,000 | |||
Goodwill | 258,000 | |||
Other intangible assets | 26,900,000 | |||
Other assets | 438,000 | |||
Accounts payable | (1,113,000) | |||
Accrued expenses | (3,740,000) | |||
Deferred franchise fees | (4,988,000) | |||
Operating lease liability | (10,028,000) | |||
Other liabilities | (65,000) | |||
Total net identifiable assets | $ 24,730,000 |
Mergers and Acquisitions - Sch
Mergers and Acquisitions - Schedule of Proforma Revenue and Net (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Fog Cutter Capital Group Inc [Member] | ||
Total revenues | $ 6,649 | $ 4,423 |
Net (loss) income | (2,432) | (4,612) |
Johnny Rockets [Member] | ||
Total revenues | 6,649 | 7,674 |
Net (loss) income | $ (2,432) | $ (2,357) |
Refranchising (Details Narrativ
Refranchising (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2021 | Mar. 29, 2020 | Dec. 27, 2020 | |
Refranchising | |||
Operating lease liabilities related to the assets classified as held for sale | $ 9,656 | $ 9,892 | |
Restaurant operating costs, net sales | $ 427 | $ 539 |
Refranchising - Schedule of Rem
Refranchising - Schedule of Remaining Assets Classified as Held for Sale (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Refranchising | ||
Property, plant and equipment | $ 1,355 | $ 1,352 |
Operating lease right of use assets | 9,215 | 9,479 |
Total | $ 10,570 | $ 10,831 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - Elevation Burger [Member] - Elevation Buyer Note [Member] - USD ($) $ in Thousands | Jun. 19, 2019 | Mar. 28, 2021 | Mar. 29, 2020 | Dec. 27, 2020 |
Debt, interest rate percentage | 6.00% | |||
Trade notes receivable | $ 2,300 | |||
Maturity date | Aug. 31, 2026 | |||
Net carrying value of total consideration | $ 1,903 | $ 1,850 | $ 1,830 | |
Debt discount | $ 397 | 247 | $ 267 | |
Interest income on notes receivable | $ 52 | $ 53 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | 3 Months Ended |
Mar. 29, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill impairment charges |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Total goodwill | $ 9,706 | $ 10,909 |
Fatburger [Member] | ||
Total goodwill | 529 | 529 |
Buffalo's [Member] | ||
Total goodwill | 5,365 | 5,365 |
Hurricane [Member] | ||
Total goodwill | 2,772 | 2,772 |
Yalla [Member] | ||
Total goodwill | 261 | 261 |
Elevation Burger [Member] | ||
Total goodwill | 521 | 521 |
Johnny Rockets [Member] | ||
Total goodwill | $ 258 | $ 1,461 |
Other Intangible Assets (Detail
Other Intangible Assets (Details Narrative) | 3 Months Ended |
Mar. 29, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment charges |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Total trademarks | $ 35,068 | $ 35,068 |
Total franchise agreements | 12,263 | 12,643 |
Total Other Intangible Assets | 47,331 | 47,711 |
Fatburger [Member] | ||
Total trademarks | 2,135 | 2,135 |
Buffalo's [Member] | ||
Total trademarks | 27 | 27 |
Hurricane [Member] | ||
Total trademarks | 6,840 | 6,840 |
Hurricane [Member] | Franchise Agreements [Member] | ||
Cost | 4,180 | 4,180 |
Accumulated amortization | (884) | (804) |
Ponderosa [Member] | ||
Total trademarks | 300 | 300 |
Ponderosa [Member] | Franchise Agreements [Member] | ||
Cost | 1,477 | 1,477 |
Accumulated amortization | (362) | (337) |
Yalla [Member] | ||
Total trademarks | 776 | 776 |
Elevation Burger [Member] | ||
Total trademarks | 4,690 | 4,690 |
Elevation Burger [Member] | Franchise Agreements [Member] | ||
Cost | 2,450 | 2,450 |
Accumulated amortization | (886) | (761) |
Johnny Rockets [Member] | ||
Total trademarks | 20,300 | 20,300 |
Johnny Rockets [Member] | Franchise Agreements [Member] | ||
Cost | 6,600 | 6,600 |
Accumulated amortization | $ (312) | $ (162) |
Other Intangible Assets - Sch_2
Other Intangible Assets - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 1,141 | |
2022 | 1,522 | |
2023 | 1,522 | |
2024 | 1,217 | |
2025 | 1,023 | |
Thereafter | 5,838 | |
Total | $ 12,263 | $ 12,643 |
Deferred Income - Schedule of D
Deferred Income - Schedule of Deferred Income (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Contract with Customer, Liability [Abstract] | ||
Deferred franchise fees | $ 10,742 | $ 10,003 |
Deferred royalties | 262 | 291 |
Deferred advertising revenue | 315 | 692 |
Total | $ 11,319 | $ 10,986 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 678 | $ 513 |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Income Tax Rate to Pretax Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ (538) | $ (590) |
State and local income taxes | (5) | (38) |
Foreign taxes | 826 | 121 |
Tax credits | (826) | (121) |
Dividends on preferred stock | 237 | 280 |
Valuation allowance | 165 | |
Other | 12 | 50 |
Total income tax (benefit) expense | $ (129) | $ (298) |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021USD ($)Integer | Mar. 29, 2020USD ($) | |
Number of leased properties | Integer | 13 | |
Lease expense | $ | $ 810 | $ 347 |
Weighted average remaining lease term | 7 years 4 months 24 days | |
Weighted average discount rate | 9.40% | |
Minimum [Member] | ||
Leases remaining term | 2 years 7 months 6 days | |
Maximum [Member] | ||
Leases remaining term | 17 years 9 months 18 days |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
Right of use assets | $ 4,125 | $ 4,469 |
Corporate Offices and For Certain Restaurant Properties [Member] | ||
Right of use assets | 13,340 | 13,948 |
Lease liabilities | $ 14,297 | $ 14,651 |
Leases - Schedule of Contractua
Leases - Schedule of Contractual Future Maturities of Operating Lease Liabilities (Details) - Corporate Offices and For Certain Restaurant Properties [Member] - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 27, 2020 |
2021 | $ 2,321 | |
2022 | 3,182 | |
2023 | 3,275 | |
2024 | 3,137 | |
2025 | 2,791 | |
Thereafter | 4,855 | |
Total lease payments | 19,561 | |
Less imputed interest | 5,264 | |
Total | $ 14,297 | $ 14,651 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 28, 2021USD ($) | |
Corporate Offices and For Certain Restaurant Properties [Member] | |
Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases | $ 810 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 21, 2020 | Mar. 06, 2020 | Jun. 19, 2019 | Jan. 29, 2019 | Jun. 30, 2021 | Mar. 28, 2021 | Mar. 29, 2020 | Mar. 29, 2020 | Dec. 27, 2020 | Jun. 29, 2019 |
Loan and Security Agreement [Member] | ||||||||||
Amortization of debt offering costs | $ 212,000 | |||||||||
Interest expense | 1,783,000 | |||||||||
Increase in borrowings | $ 3,500,000 | |||||||||
Debt, penalties and fees | $ 650,000 | |||||||||
Loan and Security Agreement [Member] | Lion Fund, L.P. and The Lion Fund II, L.P [Member] | ||||||||||
Proceeds from loan | $ 20,000,000 | |||||||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||||||
Debt, interest rate percentage | 20.00% | |||||||||
Loan and Security Agreement [Member] | Lion Fund, L.P. and The Lion Fund II, L.P [Member] | FB Lending, LLC [Member] | ||||||||||
Repayment of debt | $ 16,000,000 | |||||||||
Lion Loan and Security Agreement [Member] | ||||||||||
Debt principle amount | $ 24,000,000 | |||||||||
Repayment of debt | 26,771,000 | |||||||||
Accrued interest | 2,120,000 | |||||||||
Debt, penalties and fees | 651,000 | |||||||||
Series A-2 Notes [Member] | ||||||||||
Proceeds from issuance of debt | 20,000,000 | |||||||||
Series A-2 Notes [Member] | Forecast [Member] | ||||||||||
Debt principal payments | $ 1,000,000 | |||||||||
Series B-2 Notes [Member] | ||||||||||
Proceeds from issuance of debt | 20,000,000 | |||||||||
Series B-2 Notes [Member] | Forecast [Member] | ||||||||||
Debt principal payments | 1,000,000 | |||||||||
Series A-2 and B-2 Notes [Member] | ||||||||||
Proceeds from issuance of debt | 37,389,000 | |||||||||
Debt principle amount | 40,000,000 | |||||||||
Debt discount | 246,000 | |||||||||
Debt offering costs | $ 2,365,000 | |||||||||
Series M-2 Notes [Member] | ||||||||||
Proceeds from issuance of debt | $ 35,371,000 | |||||||||
Debt principle amount | 40,000,000 | |||||||||
Debt discount | 3,200,000 | |||||||||
Debt offering costs | $ 1,429,000 | |||||||||
Series M-2 Notes [Member] | Forecast [Member] | ||||||||||
Debt principal payments | $ 200,000 | |||||||||
2020 Securitization Notes [Member] | ||||||||||
Debt principle amount | $ 73,682,000 | $ 73,369,000 | ||||||||
Debt discount | 3,102,000 | 3,257,000 | ||||||||
Debt offering costs | 3,216,000 | 3,374,000 | ||||||||
Amortization of debt offering costs | 158,000 | |||||||||
Interest expense | 2,063,000 | |||||||||
Amortization of original issue discount | $ 155,000 | |||||||||
Effective interest rate percentage | 11.20% | |||||||||
2020 Securitization Notes [Member] | Management Agreement [Member] | ||||||||||
Debt description | The Management Agreement provides for a management fee payable monthly by FAT Royalty to the Company in the amount of $200,000, subject to three percent (3%) annual increases (the "Management Fee"). The primary responsibilities of the manager are to perform certain franchising, distribution, intellectual property and operational functions on behalf of the Franchise Entities pursuant to the Management Agreement. | |||||||||
Elevation Note [Member] | ||||||||||
Amortization of debt discount | $ 65,000 | $ 71,000 | ||||||||
Amortization of debt offering costs | 3,000 | 3,000 | ||||||||
Interest expense | $ 171,000 | $ 189,000 | ||||||||
Debt, interest rate percentage | 11.50% | |||||||||
Elevation Note [Member] | Elevation Burger [Member] | ||||||||||
Debt principle amount | $ 7,510,000 | |||||||||
Debt discount | 1,295,000 | $ 807,000 | 872,000 | |||||||
Debt offering costs | 30,000 | 53,000 | 56,000 | |||||||
Carrying value (book value) of the debt | $ 6,185,000 | 5,987,000 | 5,919,000 | |||||||
Debt instrument, maturity date | Jul. 31, 2026 | |||||||||
Debt, interest rate percentage | 6.00% | |||||||||
Share price | $ 12 | |||||||||
PPP Loans [Member] | ||||||||||
Proceeds from issuance of debt | 1,532,000 | |||||||||
Carrying value (book value) of the debt | $ 1,186,000 | $ 1,183,000 | ||||||||
Debt description | Any unforgiven portion of the PPP Loans is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. | |||||||||
Debt, interest rate percentage | 1.00% |
Debt - Schedule of Securitizati
Debt - Schedule of Securitization of Notes (Details) - USD ($) $ in Thousands | Sep. 21, 2020 | Mar. 06, 2020 |
Series Note A-2 [Member] | ||
Public Rating | BB | |
Seniority | Senior | |
Issue Amount | $ 20,000 | |
Coupon | 6.50% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 | |
Series Note B-2 [Member] | ||
Public Rating | B | |
Seniority | Senior Subordinated | |
Issue Amount | $ 20,000 | |
Coupon | 9.00% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 | |
Series Note M-2 [Member] | ||
Seniority | Subordinated | |
Issue Amount | $ 40,000 | |
Coupon | 9.75% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 |
Debt - Schedule of FCCG Merger
Debt - Schedule of FCCG Merger (Details) $ in Thousands | Mar. 28, 2021USD ($) |
Total debt | $ 12,509 |
Note Payable [Member] | Private Lender [Member] | |
Total debt | 1,978 |
Note Payable One [Member] | Private Lender [Member] | |
Total debt | 2,871 |
Note Payable Two [Member] | Private Lender [Member] | |
Total debt | 17 |
Note Payable Three [Member] | Private Lender [Member] | |
Total debt | 779 |
Consideration Payable [Member] | Former FCCG Shareholders [Member] | |
Total debt | $ 6,864 |
Debt - Schedule of FCCG Merge_2
Debt - Schedule of FCCG Merger (Details) (Parenthetical) | 3 Months Ended |
Mar. 28, 2021 | |
Note Payable [Member] | Private Lender [Member] | |
Debt instrument interest rate | 12.00% |
Maturity date | May 21, 2021 |
Note Payable One [Member] | Private Lender [Member] | |
Debt instrument interest rate | 12.00% |
Maturity date | May 21, 2021 |
Note Payable Two [Member] | Private Lender [Member] | |
Debt instrument interest rate | 15.00% |
Maturity date | May 21, 2021 |
Note Payable Three [Member] | Private Lender [Member] | |
Debt instrument interest rate | 12.00% |
Maturity date | May 21, 2021 |
Consideration Payable [Member] | Former FCCG Shareholders [Member] | |
Maturity date | May 21, 2021 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Jul. 16, 2020 | Jul. 13, 2020 | Jul. 13, 2020 | Jun. 27, 2018 | Jun. 07, 2018 | Oct. 20, 2017 | Mar. 28, 2021 | Mar. 29, 2020 | Dec. 27, 2020 | Jul. 15, 2020 | Jun. 08, 2018 |
Number of shares designated | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, shares outstanding | 1,183,272 | 1,183,272 | |||||||||
Liquidation preference shares | $ 25 | $ 25 | |||||||||
Common stock, shares outstanding | 12,029,264 | 11,926,264 | |||||||||
Preferred shares issued | 1,183,272 | 1,183,272 | |||||||||
Special Dividend [Member] | |||||||||||
Dividend description | In connection with the Merger with FCCG, the Company declared a special stock dividend (the "Special Dividend") payable only to the non-FCCG holders of Common Stock on the record date, consisting of 0.2319998077 shares of Series B Cumulative Preferred Stock for each outstanding share of Common Stock held by such stockholders. The Special Dividend was paid on December 23, 2020 and resulted in the issuance of 520,145 additional shares of Series B Preferred Stock with a market value on the payment date of approximately $8,885,000. | ||||||||||
Number of shares issued, shares | 520,145 | ||||||||||
Number of shares issued | $ 8,885,000 | ||||||||||
Series B Preferred Offering [Member] | |||||||||||
Number of stock sold value | $ 8,122,000 | ||||||||||
Underwriters offering cost | $ 878,000 | ||||||||||
Series B Cumulative Preferred Stock [Member] | |||||||||||
Preferred stock dividend percentage | 8.25% | ||||||||||
Liquidation preference shares | $ 25 | ||||||||||
Value of the conversion of preferred shares following updated Certificate of Designation | $ 1,136,000 | ||||||||||
New shares received in exchange of preferred stock | 60,000 | ||||||||||
Preferred stock, carrying value | $ 1,500,000 | ||||||||||
Number of shares issued, shares | 14,449 | ||||||||||
Series B Cumulative Preferred Stock [Member] | First Anniversary and on Prior to the Second Anniversary [Member] | |||||||||||
Redemption price per share | $ 27.50 | ||||||||||
Series B Cumulative Preferred Stock [Member] | Second Anniversary and on Prior to the Third Anniversary [Member] | |||||||||||
Redemption price per share | 27 | ||||||||||
Series B Cumulative Preferred Stock [Member] | After the Third Anniversary [Member] | |||||||||||
Redemption price per share | 26.50 | ||||||||||
Series B Cumulative Preferred Stock [Member] | After the Third Anniversary and On Prior to the Fourth Anniversary [Member] | |||||||||||
Redemption price per share | 26 | ||||||||||
Series B Cumulative Preferred Stock [Member] | After the Fifth Anniversary [Member] | |||||||||||
Redemption price per share | 25.50 | ||||||||||
Series B Cumulative Preferred Stock [Member] | After Third Before Fifth Anniversery [Member] | |||||||||||
Redemption price per share | $ 25 | ||||||||||
2020 Series B Offering Warrants [Member] | |||||||||||
Warrant Outstanding | 1,800,000 | 1,800,000 | |||||||||
Additional underwriters overallotment shares | 99,000 | ||||||||||
Warrants price per share | $ 5 | $ 5 | |||||||||
Underwriters discount | 8.00% | 8.00% | |||||||||
Warrants outstanding value | $ 292,000 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Warrants price per share | $ 24.95 | ||||||||||
Number of shares designated | 850,000 | ||||||||||
Preferred stock, shares outstanding | 1,183,272 | 57,140 | |||||||||
Preferred stock, carrying value | $ 21,267,000 | ||||||||||
Dividend price per share | $ 0.2319998077 | ||||||||||
Declared Dividend | $ 610,000 | ||||||||||
Series B Warrants [Member] | |||||||||||
Warrants price per share | $ 8.50 | ||||||||||
Number of warrant to purchase shares of common stock | 34,284 | ||||||||||
Original Series B Preferred Stock [Member] | |||||||||||
Preferred shares issued | 3,537 | ||||||||||
Accrued and outstanding dividend | $ 88,000 | ||||||||||
Preferred stock price per share | $ 25 | ||||||||||
Original Series B Preferred Stock [Member] | Prior to Updated Certificate of Designation [Member] | |||||||||||
Common stock, shares outstanding | 57,140 | ||||||||||
Series A Fixed Rate Cumulative Preferred Stock [Member] | |||||||||||
Preferred stock, shares outstanding | 15,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Number of shares designated | 100,000 | ||||||||||
Preferred stock, shares outstanding | 80,000 | ||||||||||
Accrued and outstanding dividend | $ 361,224 | ||||||||||
Issuance of public offering | $ 2,000,000 | ||||||||||
Redemption of shares | 80,000 | ||||||||||
Preferred shares outstanding value | 7,970,000 | ||||||||||
Carrying value of original preferred stock | 30,000 | ||||||||||
Interest expense | 288,000 | $ 355,000 | |||||||||
Accretion expense | 9,000 | 6,000 | |||||||||
Amortization of debt offering costs | $ 1,000 | $ 1,000 | |||||||||
Effective interest rate | 14.50% | ||||||||||
Series A Preferred Stock [Member] | Ridgewood Select Value Fund LP [Member] | |||||||||||
Number of redeemed outstanding shares of preferred stock | 5,000 | 5,000 | |||||||||
Series A Preferred Stock [Member] | FCCG [Member] | |||||||||||
Number of exchanged outstanding shares of preferred stock | 15,000 | 15,000 | |||||||||
Series A-1 Preferred Stock [Member] | |||||||||||
Series B preferred stock exchanged for shares | 168,001 | ||||||||||
Value of Series B preferred stock exchanged for shares | $ 4,200,000 | ||||||||||
Underwriting Agreement [Member] | Series B Cumulative Preferred Stock [Member] | |||||||||||
Sale of units in transactions | 360,000 | ||||||||||
Comprised of one share percentage | 8.25% | ||||||||||
Subscription Agreement [Member] | |||||||||||
Sale of units in transactions | 800 | ||||||||||
Number of stock sold value | $ 10,000 | ||||||||||
Issuance of public offering | $ 8,000,000 | ||||||||||
Subscription Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | |||||||||||
Number of shares designated | 100 | ||||||||||
Number of warrant to purchase shares of common stock | 127 | ||||||||||
Subscription Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||
Number of shares issued, shares | 80,000 | ||||||||||
Subscription Agreement [Member] | Series A Warrants [Member] | |||||||||||
Warrants price per share | $ 7.83 | ||||||||||
Subscription Agreement [Member] | Subscription Warrants [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 102,125 | ||||||||||
Note Exchange Agreement [Member] | |||||||||||
Amount of related party debt | $ 950,000 | ||||||||||
Debt principle amount | 30,000,000 | ||||||||||
Related party debt prior to conversion | $ 10,222,000 | ||||||||||
Converted to preferred stock | $ 2,000,000 | ||||||||||
Number of shares converted | 200 | ||||||||||
Note Exchange Agreement [Member] | Warrant [Member] | |||||||||||
Warrants price per share | $ 7.83 | ||||||||||
Number of warrant to purchase shares of common stock | 25,530 | ||||||||||
Note Exchange Agreement [Member] | Fog Cutter Capital Group Inc [Member] | |||||||||||
Amount of related party debt | $ 9,272,053 | ||||||||||
Note Exchange Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | |||||||||||
Number of shares converted | 20,000 | ||||||||||
Conversion price per share | $ 100 | ||||||||||
Note Exchange Agreement [Member] | Exchange Shares [Member] | Common Stock | |||||||||||
Amount of related party debt | $ 7,272,053 | ||||||||||
Number of shares converted | 1,010,420 | ||||||||||
Conversion price per share | $ 7.20 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 16, 2020 | Oct. 04, 2019 | Oct. 03, 2019 | Mar. 29, 2020 | Apr. 24, 2020 | Oct. 20, 2017 |
Andrew Wiederhorn [Member] | ||||||
Number of warrant to purchase shares of common stock | 12,000 | |||||
Squire Junger [Member] | ||||||
Number of warrant to purchase shares of common stock | 3,000 | |||||
Mr. Wiederhorn, Mr. Junger, and Other Related Parties [Member] | ||||||
Number of warrant to purchase shares of common stock | 19,800 | |||||
Series B Unit [Member] | Andrew Wiederhorn [Member] | ||||||
Number of stock issued during the period, shares | 20,000 | |||||
Number of stock issued during the period | $ 500,000 | |||||
Series B Unit [Member] | Squire Junger [Member] | ||||||
Number of stock issued during the period, shares | 5,000 | |||||
Number of stock issued during the period | $ 125,000 | |||||
Series B Unit [Member] | Mr. Wiederhorn, Mr. Junger, and Other Related Parties [Member] | ||||||
Number of stock issued during the period, shares | 33,000 | |||||
Number of stock issued during the period | $ 825,000 | |||||
Common stock price per shares | $ 8.50 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock dividend percentage | 8.25% | 8.25% | ||||
Warrants price per share | $ 24.95 | |||||
Series B Preferred Stock [Member] | Andrew Wiederhorn [Member] | ||||||
Number of stock issued during the period, shares | 20,000 | |||||
Common stock price per shares | $ 8.50 | |||||
Series B Preferred Stock [Member] | Squire Junger [Member] | ||||||
Number of stock issued during the period, shares | 5,000 | |||||
Common stock price per shares | $ 8.50 | |||||
Series B Preferred Stock [Member] | Mr. Wiederhorn, Mr. Junger, and Other Related Parties [Member] | ||||||
Number of stock issued during the period, shares | 33,000 | |||||
Series B Warrant [Member] | ||||||
Number of warrant to purchase shares of common stock | 1 | 1 | ||||
Warrants price per share | $ 8.50 | $ 8.50 | ||||
Exercisable period | 5 years | 5 years | ||||
Series B Warrant [Member] | Andrew Wiederhorn [Member] | ||||||
Number of warrant to purchase shares of common stock | 12,000 | |||||
Series B Warrant [Member] | Squire Junger [Member] | ||||||
Number of warrant to purchase shares of common stock | 3,000 | |||||
Series B Warrant [Member] | Mr. Wiederhorn, Mr. Junger, and Other Related Parties [Member] | ||||||
Number of warrant to purchase shares of common stock | 19,800 | |||||
Series B Preferred Offering [Member] | ||||||
Number of stock sold value | $ 8,122,000 | |||||
Series B Preferred Offering [Member] | Series B Unit [Member] | ||||||
Price per unit | $ 25 | $ 25 | ||||
Sale of preferred stock | 43,080 | 43,080 | ||||
Sale of preferred stock, value | $ 1,077,000 | $ 1,077,000 | ||||
Maximum [Member] | Series B Preferred Offering [Member] | Series B Unit [Member] | ||||||
Number of stock sold value | $ 30,000,000 | $ 30,000,000 | ||||
Fog Cutter Capital Group Inc [Member] | ||||||
Balance receivable | $ 121,000 | |||||
Intercompany Revolving Credit Agreement [Member] | ||||||
Balance receivable | $ 26,854,000 | |||||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Additional Intercompany advances [Member] | ||||||
Due from affiliates | $ 10,523,000 | |||||
Debt, interest rate percentage | 10.00% | |||||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Intercompany Promissory Note [Member] | ||||||
Debt face amount | $ 21,067,000 | $ 11,906,000 | ||||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Intercompany Promissory Note [Member] | Maximum [Member] | ||||||
Debt face amount | $ 35,000,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 28, 2021 | Dec. 27, 2020 | |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares outstanding | 12,029,264 | 11,926,264 |
Issuance of common stock through exercise of warrants | $ 515,000 | |
2020 Series B Offering Warrants [Member] | ||
Issuance of common stock through exercise of warrants | 103,000 | |
Proceeds from option exercised | $ 515 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Options vesting period | 3 years | |
Options vesting description | All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually | |
Stock based compensation expense | $ 37 | $ 15 |
Stock based compensation to non-vested grants | $ 124 | |
2017 Omnibus Equity Incentive Plan [Member] | Maximum [Member] | ||
Number of shares available for grant | 1,021,250 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 28, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of Shares, Stock options outstanding, beginning balance | shares | 656,105 |
Number of Shares, Grants | shares | |
Number of Shares, Forfeited | shares | |
Number of Shares, Expired | shares | |
Number of Shares, Stock options outstanding, ending balance | shares | 656,105 |
Number of Shares, Stock options exercisable, ending balance | shares | 453,566 |
Weighted Average Exercise Price, Stock options outstanding, beginning balance | $ / shares | $ 8.21 |
Weighted Average Exercise Price, Grants | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Stock options outstanding, ending balance | $ / shares | 8.21 |
Weighted Average Exercise Price, Stock options exercisable, ending balance | $ / shares | $ 9.34 |
Weighted Average Remaining Contractual Life (Years), Stock options outstanding, beginning balance | 7 years 6 months |
Weighted Average Remaining Contractual Life (Years), Grants | 0 years |
Weighted Average Remaining Contractual Life (Years), Forfeited | 0 years |
Weighted Average Remaining Contractual Life (Years), Expired | 0 years |
Weighted Average Remaining Contractual Life (Years), Stock options outstanding, ending balance | 7 years 6 months |
Weighted Average Remaining Contractual Life (Years), Stock options exercisable, ending balance | 7 years 1 month 6 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Assumptions Used for Stock-based Compensation (Details) - Including Non-Employee Options [Member] | 3 Months Ended |
Mar. 28, 2021 | |
Minimum [Member] | |
Expected dividend yield | 0.00% |
Expected volatility | 30.23% |
Risk-free interest rate | 0.32% |
Expected term (in years) | 5 years 6 months |
Maximum [Member] | |
Expected dividend yield | 10.43% |
Expected volatility | 31.73% |
Risk-free interest rate | 2.85% |
Expected term (in years) | 5 years 9 months |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Jul. 16, 2020 | Oct. 20, 2017 | May 03, 2021 | Dec. 29, 2019 | Jun. 19, 2019 | Jul. 03, 2018 | Jun. 27, 2018 | Jun. 07, 2018 |
Series B Preferred Stock [Member] | ||||||||
Number of warrant to purchase shares of common stock | 3,600 | |||||||
Warrants price per share | $ 24.95 | |||||||
Warrants expiration date | Jul. 16, 2025 | |||||||
Fair value of warrants | $ 2,000 | |||||||
Common Stock Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 81,700 | |||||||
Warrants price per share | $ 14.69 | |||||||
Common stock warrants value | $ 124,000 | |||||||
Warrants exercisable date, description | Exercisable commencing April 20, 2018 through October 20, 2022. | |||||||
Subscription Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 102,125 | |||||||
Warrants price per share | $ 7.83 | |||||||
Common stock warrants value | $ 87,000 | |||||||
Exchange Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 25,530 | |||||||
Warrants price per share | $ 7.83 | |||||||
Common stock warrants value | $ 25,000 | |||||||
Hurricane Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 57,439 | |||||||
Warrants price per share | $ 7.83 | |||||||
Common stock warrants value | $ 58,000 | |||||||
Placement Agent Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 40,904 | |||||||
Warrants price per share | $ 7.20 | |||||||
Common stock warrants value | $ 48,000 | |||||||
Placement Agent Warrants [Member] | FB Lending, LLC [Member] | ||||||||
Term loan borrowings | $ 16,000,000 | |||||||
Elevation Warrant [Member] | Elevation Burger [Member] | ||||||||
Number of warrant to purchase shares of common stock | 46,875 | |||||||
Warrants price per share | $ 8 | |||||||
Warrants exercisable, term | 5 years | |||||||
Series B Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 60 | |||||||
Warrants price per share | $ 8.50 | |||||||
Warrants exercisable, term | 5 years | |||||||
2020 Series B Offering Warrants [Member] | ||||||||
Number of warrant to purchase shares of common stock | 1,796,910 | |||||||
Warrants price per share | $ 5 | |||||||
Warrants expiration date | Jul. 16, 2025 | |||||||
Fair value of warrants | $ 1,926,000 | |||||||
2020 Series B Offering Warrants [Member] | Subsequent Event [Member] | ||||||||
Warrants price per share | $ 4.8867 | |||||||
2020 Series B Offering Warrants [Member] | Grant Holder [member] | ||||||||
Number of warrant to purchase shares of common stock | 18,990 | |||||||
Warrants price per share | $ 5 | |||||||
Warrants expiration date | Jul. 16, 2025 | |||||||
Fair value of warrants | $ 64,000 | |||||||
Shares issued price per share | $ 0.01 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 28, 2021$ / sharesshares | |
Number of Shares, Warrants Outstanding, Beginning balance | 2,273,533 |
Number of Shares, Warrants Grants | |
Number of Shares, Warrants Exercised | (103,000) |
Number of Shares, Warrants Outstanding, Ending balance | 2,170,533 |
Number of Shares, Warrants Exercisable Ending Balance | 2,170,533 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ / shares | $ 5.68 |
Weighted Average Exercise Price, Warrants Grants | $ / shares | |
Weighted Average Exercise Price, Warrants Exercised | (5) |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ / shares | $ 5.71 |
Weighted Average Exercise Price, Warrants exercisable, Ending balance | $ / shares | $ 5.71 |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Beginning balance | 4 years 1 month 6 days |
Weighted Average Remaining Contractual Life (Years), Warrants Grants | 0 years |
Weighted Average Remaining Contractual Life (Years), Warrants Exercised | 4 years 3 months 19 days |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Ending balance | 4 years |
Weighted Average Remaining Contractual Life (Years), Warrants exercisable, Ending balance | 4 years |
Warrants - Schedule of Assumpti
Warrants - Schedule of Assumptions Used for Stock-based Compensation, Warrants (Details) | Mar. 28, 2021Integer |
Expected Dividend Yield [Member] | Minimum [Member] | |
Warrants, measurement input, percentage | 4 |
Expected Dividend Yield [Member] | Maximum [Member] | |
Warrants, measurement input, percentage | 6.63 |
Expected Volatility [Member] | Minimum [Member] | |
Warrants, measurement input, percentage | 30.23 |
Expected Volatility [Member] | Maximum [Member] | |
Warrants, measurement input, percentage | 31.73 |
Risk-free Interest Rate [Member] | Minimum [Member] | |
Warrants, measurement input, percentage | 0.99 |
Risk-free Interest Rate [Member] | Maximum [Member] | |
Warrants, measurement input, percentage | 1.91 |
Expected Term [Member] | Minimum [Member] | |
Warrants, expected term | 3 years 9 months 18 days |
Expected Term [Member] | Maximum [Member] | |
Warrants, expected term | 5 years |
Dividends on Common Stock (Deta
Dividends on Common Stock (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2021 | May 06, 2021 |
Dividend declared per share | $ 0.13 | |
Dividend payable date | May 7, 2021 | |
Dividend payable record date | May 3, 2021 | |
Dividends payable | $ 1,590 | |
Board of Directors [Member] | ||
Dividend declared per share | $ 0.13 | |
Dividend payable date | May 7, 2021 | |
Dividend payable record date | May 3, 2021 | |
Dividends payable | $ 1,590 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
May 31, 2019USD ($) | May 31, 2018USD ($) | Feb. 28, 2018USD ($) | Dec. 27, 2020USD ($) | Mar. 28, 2021USD ($)ft² | |
Beverly Hills, California [Member] | |||||
Square feet of space | ft² | 12,281 | ||||
Operating lease expiration date | Sep. 29, 2025 | ||||
Additional square feet of space | ft² | 2,915 | ||||
Additional operating lease expiration date | Feb. 29, 2024 | ||||
Fog Cutter Capital Group Inc [Member] | |||||
Judgement amount | $ 580,000 | ||||
Immediate payment settlement amount | 100,000 | ||||
Litigation reserve against all current matters | $ 5,680,000 | ||||
SBN FCCG LLC [Member] | |||||
Immediate payment settlement amount | $ 100,000 | ||||
Litigation reserve against all current matters | $ 480,000 | ||||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | New York [Member] | |||||
Judgement amount | $ 651,290 | ||||
Interest awarded | 225,030 | ||||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | California [Member] | |||||
Judgement amount | $ 668,954 | 651,290 | |||
Interest awarded | $ 12,411 | ||||
Litigation settlement including interest | $ 656,543 | ||||
Minimum [Member] | |||||
Property owners seek damages | $ 12,000,000 | ||||
Maximum [Member] | |||||
Property owners seek damages | $ 22,000,000 |
Geographic Information and Ma_3
Geographic Information and Major Franchisees (Details Narrative) | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Geographic Information And Major Franchisees | ||
Franchise revenue percentage description | No individual franchisee accounted for more than 10% of the Company's revenues. | No individual franchisee accounted for more than 10% of the Company's revenues. |
Geographic Information and Ma_4
Geographic Information and Major Franchisees - Schedule of Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Total revenues | $ 6,649 | $ 4,423 |
United States [Member] | ||
Total revenues | 4,830 | 3,709 |
Other Countries [Member] | ||
Total revenues | $ 1,819 | $ 714 |
Operating Segments (Details Nar
Operating Segments (Details Narrative) | 3 Months Ended |
Mar. 28, 2021Integer | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2021 | Apr. 30, 2021 | Apr. 26, 2021 |
Dividend declared per share | $ 0.13 | ||
Dividend payable date | May 7, 2021 | ||
Dividend payable record date | May 3, 2021 | ||
Dividends payable | $ 1,590 | ||
Fog Cutter Capital Group Inc [Member] | |||
Retirement of debt | $ 12,509 | ||
Fog Cutter Capital Group Inc [Member] | Class A-2 [Member] | |||
Debt interest rate percentage | 4.75% | ||
Debt principle amount | $ 97,104 | ||
Fog Cutter Capital Group Inc [Member] | Class B-2 [Member] | |||
Debt interest rate percentage | 8.00% | ||
Debt principle amount | $ 32,368 | ||
Fog Cutter Capital Group Inc [Member] | Class M-2 [Member] | |||
Debt interest rate percentage | 9.00% | ||
Debt principle amount | $ 15,000 |