Cover
Cover - shares | 6 Months Ended | |
Jun. 27, 2021 | Aug. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 27, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-26 | |
Entity File Number | 001-38250 | |
Entity Registrant Name | FAT Brands Inc. | |
Entity Central Index Key | 0001705012 | |
Entity Tax Identification Number | 82-1302696 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 9720 Wilshire Blvd. | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90212 | |
City Area Code | (310) | |
Local Phone Number | 319-1850 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,653,961 | |
Common Stock, par value $0.0001 per share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | FAT | |
Security Exchange Name | NASDAQ | |
Series B Cumulative Preferred Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B Cumulative Preferred Stock, par value $0.0001 per share | |
Trading Symbol | FATBP | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Common Stock | |
Trading Symbol | FATBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Current assets | ||
Cash | $ 48,124 | $ 3,944 |
Restricted cash | 4,096 | 2,867 |
Accounts receivable, net of allowance for doubtful accounts of $816 and $739, as of June 27, 2021 and December 27, 2020, respectively | 5,583 | 4,208 |
Trade and other notes receivable, net of allowance for doubtful accounts of $103 as of June 27, 2021 and December 27, 2020 | 217 | 208 |
Assets classified as held for sale | 7,735 | 10,831 |
Other current assets | 2,486 | 2,365 |
Total current assets | 68,241 | 24,423 |
Noncurrent restricted cash | 1,800 | 400 |
Notes receivable – noncurrent, net of allowance for doubtful accounts of $271, as of June 27, 2021 and December 27, 2020 | 1,583 | 1,622 |
Deferred income tax asset, net | 33,555 | 30,551 |
Operating lease right of use assets | 4,913 | 4,469 |
Goodwill | 9,706 | 10,909 |
Other intangible assets, net | 46,950 | 47,711 |
Other assets | 2,420 | 1,059 |
Total assets | 169,168 | 121,144 |
Current liabilities | ||
Accounts payable | 8,410 | 8,625 |
Accrued expenses and other liabilities | 21,235 | 19,833 |
Deferred income, current portion | 1,684 | 1,887 |
Accrued advertising | 1,980 | 2,160 |
Accrued interest payable | 1,473 | 1,847 |
Dividend payable on preferred shares | 1,397 | 893 |
Liabilities related to assets classified as held for sale | 7,131 | 9,892 |
Current portion of operating lease liability | 929 | 748 |
Current portion of preferred shares, net | 7,980 | 7,961 |
Current portion of long-term debt | 913 | 19,314 |
Other | 18 | 17 |
Total current liabilities | 53,150 | 73,177 |
Deferred income – noncurrent | 9,691 | 9,099 |
Acquisition purchase price payable | 776 | 2,806 |
Operating lease liability, net of current portion | 4,508 | 4,011 |
Long-term debt, net of current portion | 146,140 | 73,852 |
Other liabilities | 58 | 82 |
Total liabilities | 214,323 | 163,027 |
Commitments and contingencies (Note 19) | ||
Stockholders’ deficit | ||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; 1,643,272 and 1,183,272 shares issued and outstanding at June 27, 2021 and December 27, 2020, respectively; liquidation preference $25 per share | 29,092 | 21,788 |
Common stock, $.0001 par value; 25,000,000 shares authorized; 12,491,528 and 11,926,264 shares issued and outstanding at June 27, 2021 and December 27, 2020, respectively (1) | (45,086) | (42,775) |
Accumulated deficit | (29,254) | (20,896) |
Stockholders’ deficit attributable to FAT Brands Inc. | (45,248) | (41,883) |
Noncontrolling interests | 93 | |
Total stockholders’ deficit | (45,155) | (41,883) |
Total liabilities and stockholders’ deficit | $ 169,168 | $ 121,144 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 816 | $ 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 | 1,643,272 | 1,183,272 |
Preferred stock, shares outstanding | 1,643,272 | 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 | 12,491,528 | 11,926,264 |
Common stock, shares outstanding | 12,491,528 | 11,926,264 |
Common Stock [Member] | ||
Common shares committed, but not issued or outstanding as of June 27, 2021 | 86,463 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | |
Revenue | ||||
Royalties | $ 6,161 | $ 2,213 | $ 11,057 | $ 5,522 |
Franchise fees | 482 | 273 | 1,022 | 449 |
Advertising fees | 1,370 | 613 | 2,560 | 1,544 |
Restaurant sales | 234 | 234 | ||
Management fees and other income | 35 | 8 | 58 | 15 |
Total revenue | 8,282 | 3,107 | 14,931 | 7,530 |
Costs and expenses | ||||
General and administrative expense | 5,483 | 4,104 | 10,408 | 7,636 |
Restaurant operating expenses | 244 | 244 | ||
Impairment of assets | 3,174 | 3,174 | ||
Refranchising (gain) loss | (856) | 1,006 | (429) | 1,544 |
Advertising expense | 1,367 | 613 | 2,560 | 1,544 |
Total costs and expenses | 6,238 | 8,897 | 12,783 | 13,898 |
Income (loss) from operations | 2,044 | (5,790) | 2,148 | (6,368) |
Other income (expense), net | ||||
Interest expense, net of interest income of $836 and $1,554 due from affiliates during the thirteen and twenty-six weeks ended June 28, 2020, respectively. There was no interest income due from affiliates in 2021. | (2,406) | (289) | (4,866) | (1,911) |
Interest expense related to preferred shares | (264) | (476) | (552) | (928) |
Net loss on extinguishment of debt | (6,405) | (6,405) | ||
Change in fair value of derivative liability | 1,264 | 1,264 | ||
Other expense, net | (892) | (49) | (809) | (64) |
Total other (expense) income, net | (9,967) | 450 | (12,632) | (1,639) |
Loss before income tax expense | (7,923) | (5,340) | (10,484) | (8,007) |
Income tax benefit | (1,992) | (1,089) | (2,121) | (1,386) |
Net loss | (5,931) | (4,251) | (8,363) | (6,621) |
Less: Net loss attributable to noncontrolling interest | (5) | (5) | ||
Net loss attributable to FAT Brands Inc. | $ (5,926) | $ (4,251) | $ (8,358) | $ (6,621) |
Basic and diluted loss per common share | $ (0.48) | $ (0.36) | $ (0.69) | $ (0.56) |
Basic and diluted weighted average shares outstanding | 12,275,370 | 11,886,182 | 12,122,938 | 11,877,507 |
Cash dividends declared per common share | $ 0.26 | $ 0.26 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock Par Value [Member] | Common Stock AdditionalPaid-In Capital [Member] | Common Stock [Member] | Preferred Stock Par Value [Member] | Preferred Stock Additional Paid In Capital [Member] | Preferred Stock [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total | |
Beginning balance, value at Dec. 29, 2019 | $ 1 | $ 11,413 | $ 11,414 | $ (6,036) | $ 5,378 | |||||
Beginning balance, shares at Dec. 29, 2019 | 11,860,299 | |||||||||
Net loss | (6,621) | (6,621) | ||||||||
Share-based compensation | 16 | $ 16 | 16 | |||||||
Share-based compensation, shares | ||||||||||
Issuance of common stock in lieu of cash directors’ fees payable | 135 | $ 135 | 135 | |||||||
Issuance of common stock in lieu of cash directors fees payable, shares | 34,596 | |||||||||
Fair value of derivative liability | (2,406) | $ (2,406) | (2,406) | |||||||
Correction of recorded conversion rights associated with Series A-1 preferred shares | (90) | (90) | (90) | |||||||
Ending balance, value at Jun. 28, 2020 | 1 | 9,068 | $ 9,069 | (12,657) | (3,588) | |||||
Ending balance, shares at Jun. 28, 2020 | 11,894,895 | |||||||||
Beginning balance, value at Mar. 29, 2020 | 1 | 11,413 | $ 11,414 | (8,406) | 3,008 | |||||
Beginning balance, shares at Mar. 29, 2020 | 11,876,659 | |||||||||
Net loss | (4,251) | (4,251) | ||||||||
Share-based compensation | 1 | $ 1 | 1 | |||||||
Share-based compensation, shares | ||||||||||
Issuance of common stock in lieu of cash directors’ fees payable | 60 | $ 60 | 60 | |||||||
Issuance of common stock in lieu of cash directors fees payable, shares | 18,236 | |||||||||
Fair value of derivative liability | (2,406) | $ (2,406) | (2,406) | |||||||
Ending balance, value at Jun. 28, 2020 | 1 | 9,068 | $ 9,069 | (12,657) | (3,588) | |||||
Ending balance, shares at Jun. 28, 2020 | 11,894,895 | |||||||||
Beginning balance, value at Dec. 27, 2020 | 1 | (42,776) | $ (42,775) | 21,788 | $ 21,788 | (20,896) | (41,883) | |||
Beginning balance, shares at Dec. 27, 2020 | 11,926,264 | 1,183,272 | ||||||||
Net loss | (5) | (8,358) | (8,363) | |||||||
Issuance of common stock through exercise of warrants | [1] | 1,140 | $ 1,140 | 243 | $ 243 | 1,383 | ||||
Issuance of common stock through exercise of warrants, shares | [1] | 265,264 | ||||||||
Issuance of preferred stock | 8,281 | $ 8,281 | 8,281 | |||||||
Issuance of preferred stock, shares | 460,000 | |||||||||
Share-based compensation | 230 | $ 230 | 230 | |||||||
Share-based compensation, shares | 300,000 | |||||||||
Measurement period adjustment in accordance with ASU 2015-16 | (1,451) | $ (1,451) | (1,451) | |||||||
Stock contracted for issue in payment of debt (2) | [2] | 816 | 816 | 816 | ||||||
Sale of interest in operating restaurant | 151 | 151 | 98 | 249 | ||||||
Dividends declared on common stock | (3,197) | (3,197) | (3,197) | |||||||
Dividends declared on Series B preferred stock | (1,220) | (1,220) | (1,220) | |||||||
Ending balance, value at Jun. 27, 2021 | 1 | (45,087) | $ (45,086) | 29,092 | $ 29,092 | 93 | (29,254) | (45,155) | ||
Ending balance, shares at Jun. 27, 2021 | 12,491,528 | 1,643,272 | ||||||||
Beginning balance, value at Mar. 28, 2021 | 1 | (43,516) | $ (43,515) | 21,267 | $ 21,267 | (23,328) | (45,576) | |||
Beginning balance, shares at Mar. 28, 2021 | 12,029,264 | 1,183,272 | ||||||||
Net loss | (5) | (5,926) | (5,931) | |||||||
Issuance of common stock through exercise of warrants | [3] | 714 | $ 714 | 154 | $ 154 | 868 | ||||
Issuance of common stock through exercise of warrants, shares | 162,264 | |||||||||
Issuance of preferred stock | 8,281 | $ 8,281 | 8,281 | |||||||
Issuance of preferred stock, shares | 460,000 | |||||||||
Share-based compensation | 193 | $ 193 | 193 | |||||||
Share-based compensation, shares | 300,000 | |||||||||
Measurement period adjustment in accordance with ASU 2015-16 | (248) | $ (248) | (248) | |||||||
Stock contracted for issue in payment of debt (2) | [4] | 816 | 816 | 816 | ||||||
Sale of interest in operating restaurant | 151 | 151 | 98 | 24 | ||||||
Dividends declared on common stock | (3,197) | (3,197) | (3,197) | |||||||
Dividends declared on Series B preferred stock | (610) | (610) | (610) | |||||||
Ending balance, value at Jun. 27, 2021 | $ 1 | $ (45,087) | $ (45,086) | $ 29,092 | $ 29,092 | $ 93 | $ (29,254) | $ (45,155) | ||
Ending balance, shares at Jun. 27, 2021 | 12,491,528 | 1,643,272 | ||||||||
[1] | Share count excludes 23,963 | |||||||||
[2] | Share count excludes 62,500 | |||||||||
[3] | Share count excludes 23,963 common shares committed, but unissued as of June 27, 2021. | |||||||||
[4] | Share count excludes 62,500 common shares committed, but unissued as of June 27, 2021. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) | Jun. 27, 2021shares |
Common Stock One [Member] | |
Common shares committed, but unissued | 23,963 |
Common Stock Two [Member] | |
Common shares committed, but unissued | 62,500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2021 | Jun. 28, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (8,363) | $ (6,621) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Deferred income taxes | (3,003) | (1,524) |
Net loss on extinguishment of debt | 4,859 | |
Depreciation and amortization | 784 | 500 |
Share-based compensation | 230 | 16 |
Change in operating right of use assets | 1,065 | 399 |
Accretion of loan fees and interest | 696 | 412 |
Accretion of preferred shares | 47 | 38 |
Accretion of purchase price liability | 20 | 255 |
Gain on sale of refranchised assets | (1,119) | (165) |
Change in fair value of derivative liability | (1,264) | |
Impairment of assets | 3,174 | |
Provision for bad debts | 23 | 1,069 |
Change in: | ||
Accounts receivable | (1,395) | 856 |
Accrued interest receivable from affiliate | (1,554) | |
Tax Sharing Agreement liability | (154) | |
Other current assets | (783) | (102) |
Deferred income | 388 | 33 |
Accounts payable | (395) | 386 |
Accrued expense | 2,014 | |
Accrued advertising | (180) | (220) |
Accrued interest payable | (374) | (462) |
Dividend payable on preferred shares | 533 | 889 |
Other | 21 | 45 |
Total adjustments | 3,431 | 2,627 |
Net cash used in operating activities | (4,932) | (3,994) |
Cash flows from investing activities | ||
Change in due from affiliates | (7,040) | |
Payments received on loans receivable | 68 | |
Net proceeds from sale of refranchised restaurants | 1,442 | 698 |
Purchases of property and equipment | (1,258) | (52) |
Other | 37 | |
Net cash provided by (used in) investing activities | 221 | (6,326) |
Cash flows from financing activities | ||
Proceeds from borrowings, net of issuance costs | 140,789 | 38,803 |
Repayments of borrowings | (92,613) | (24,224) |
Issuance of preferred shares, net | 8,281 | |
Change in operating lease liabilities | (798) | (296) |
Payments made on acquisition purchase price liability | (1,075) | (500) |
Exercise of warrants | 1,382 | |
Dividends paid in cash on common shares | (3,197) | |
Dividends paid in cash on preferred shares | (1,249) | |
Net cash provided by financing activities | 51,520 | 13,783 |
Net increase in cash and restricted cash | 46,809 | 3,463 |
Cash and restricted cash at beginning of the period | 7,211 | 25 |
Cash and restricted cash at end of the period | 54,020 | 3,488 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 4,619 | 2,526 |
Cash paid for income taxes | 400 | 17 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Director fees converted to common stock | 135 | |
Income taxes receivable included in amounts due from affiliates | $ (154) |
ORGANIZATION AND RELATIONSHIPS
ORGANIZATION AND RELATIONSHIPS | 6 Months Ended |
Jun. 27, 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 As of June 27, 2021, the Company owns and franchises nine 700 200 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 will generally 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 revenue. 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 $ 2.1 million during the twenty-six weeks ended June 27, 2021 compared to a loss from operations of $ 6.4 million for the twenty-six weeks ended June 28, 2020. The Company recognized a net loss of $ 8.4 million during the twenty-six weeks ended June 27, 2021 compared to a net loss of $ 6.6 million during the twenty-six weeks ended June 28, 2020. A one-time net charge of $ 6.4 million relating to the refinance of the Company’s debt was included in the net loss for 2021. Net cash used in operations totaled $ 4.9 million for the twenty-six weeks ended June 27, 2021 compared to $ 4.0 million for twenty-six weeks ended June 28, 2020. As of June 27, 2021, the Company’s total liabilities exceeded total assets by $ 45.2 million compared to $ 41.9 million as of December 27, 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. 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. 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 The Company utilized a portion of the net proceeds from the Offering to repay approximately $ 12.5 The change in the Company’s financial position reflects operating improvements as the effects of COVID-19 began to stabilize. In addition to the liquidity provided by the successful completion of the Offering, the Company has experienced 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. Management believes that the Company will be in compliance with its debt covenants and has sufficient sources of cash to meet its liquidity needs for the next twelve months. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 27, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. Fiscal year rd Use of estimates in the preparation of the condensed consolidated financial statements Financial statement reclassification – Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications including measurement period adjustments to the preliminary purchase price allocations relating to the acquisition of Johnny Rockets and the Merger in accordance with ASU 2015-16. During the first half of 2021, adjustments were made to provisional amounts reclassifying $ 1.5 million between goodwill and additional paid in capital on the condensed consolidated balance sheet. These adjustments did not impact the Company’s condensed consolidated statement of operations during the current or prior periods. 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 | 6 Months Ended |
Jun. 27, 2021 | |
Business Combination and Asset Acquisition [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 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 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. 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 provides 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 the Merged Entities were recorded on the Company’s books at the Merged Entities’ book value. The consolidation of the operations of the Merged Entities with the Company is presented on a prospective basis from the date of transfer. The Merger resulted in the following assets and liabilities being included in the condensed consolidated financial statements of the Company as of the Merger date (in thousands): SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED Dec 10, 2020 Prepaid assets $ 33 Cash Accounts receivable Assets held for sale Goodwill Other intangible assets Deferred tax assets 20,402 Other assets 100 Accounts payable (926 ) Accrued expense (7,094 ) Current portion of debt (12,486 ) Litigation reserve (3,980 ) Due to affiliates (43,653 ) Deferred franchise fees Operating lease liability Other liabilities Total net identifiable liabilities (net deficit) $ (47,604 ) Proforma Information The table below presents the proforma revenue and net loss of the Company for the thirteen and twenty-six weeks ended June 28, 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. SCHEDULE OF PROFORMA REVENUE AND NET (LOSS) INCOME Thirteen Weeks Ended June 28, 2020 Twenty-six Weeks Ended June 28, 2020 Revenue $ 3,107 $ 7,530 Net loss $ (5,673 ) $ (10,285 ) The proforma information above reflects the combination of the Company’s results as disclosed in the accompanying condensed consolidated statements of operations for the thirteen and twenty-six weeks ended June 28, 2020, together with the results of the Merged Entities for the thirteen and twenty-six weeks ended June 28, 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 30, 2019 (the beginning of the Company’s 2020 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 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 $ 24.7 SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED 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 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 and twenty-six weeks ended June 28, 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. SCHEDULE OF PROFORMA REVENUE AND NET (LOSS) INCOME Thirteen Weeks Ended June 28, 2020 Twenty-six Weeks Ended June 28, 2020 Revenue $ 3,923 $ 11,597 Net loss $ (5,158 ) $ (7,515 ) The proforma information above reflects the combination of the Company’s unaudited results as disclosed in the accompanying condensed consolidated statements of operations for the thirteen and twenty-six weeks ended June 28, 2020, together with the unaudited results of Johnny Rockets for the thirteen and twenty-six weeks ended June 28, 2020, with the following adjustments: ● Revenue – The unaudited proforma revenue 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 and twenty-six weeks ended June 28, 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 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 | 6 Months Ended |
Jun. 27, 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 condensed consolidated balance sheets as of June 27, 2021 and December 27, 2020 (in thousands): SCHEDULE OF REMAINING ASSETS CLASSIFIED AS HELD FOR SALE June 27, 2021 December 27, 2020 Property, plant and equipment $ 1,025 $ 1,352 Operating lease right of use assets 6,710 9,479 Total $ 7,735 $ 10,831 Operating lease liabilities related to the assets classified as held for sale in the amount of $ 7.1 million and $ 9.9 million have been classified as current liabilities on the accompanying condensed consolidated balance sheets as of June 27, 2021 and December 27, 2020, respectively. Refranchising gains in the first half of 2021 were comprised of $ 1.1 million in net gains related to refranchised restaurants, partially offset by $ 0.7 million of restaurant operating costs, net of food sales. Refranchising losses in the first half of 2020 were comprised of $ 1.7 million of restaurant operating costs, net of food sales, less $ 0.2 million in net gains related to refranchised restaurants. Refranchising gains in the second quarter of 2021 were comprised of $ 1.1 million in net gains related to refranchised restaurants, partially offset by $ 0.2 million of restaurant operating costs, net of food sales. Refranchising losses in the second quarter of 2020 were comprised of restaurant operating costs, net of food sales. During the thirteen weeks ended June 27, 2021, one restaurant location was sold to an entity which is 49 % owned by a subsidiary of the Company. The 51 % owner of the entity is not affiliated with the Company. In addition to its significant equity interest in the restaurant, the Company provides virtually all of the management functions associated with the operation of the business. As a result, the assets, liabilities and operating results of the restaurant are included in the Company’s condensed consolidated financial statements, subject to the noncontrolling interests of the non-affiliated investor. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 6 Months Ended |
Jun. 27, 2021 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | Note 5. NOTE RECEIVABLE The Elevation Buyer Note was funded in connection with the purchase of Elevation Burger in 2019. The Company loaned $ 2.3 million 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 $ 1.9 million, which was net of a discount of $ 0.4 million. As of June 27, 2021 and December 27, 2020, the balance of the Elevation Note was $ 1.8 million, which was net of discounts of $ 0.2 million and $ 0.3 million, respectively. During the thirteen and twenty-six weeks ended June 27, 2021, the Company recognized $ 50,000 and $ 102,000 in interest income on the Elevation Buyer Note, respectively. During the thirteen and twenty-six weeks ended June 28, 2020, the Company recognized $ 53,000 and $ 106,000 , respectively, in interest income on the Elevation Buyer Note. |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | Note 6. GOODWILL Goodwill consisted of the following (in thousands): SCHEDULE OF GOODWILL June 27, 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 A review of the carrying value of goodwill as of June 27, 2021 did not result in any impairment charges for the twenty-six weeks ended as of that date. When considering the available facts, assessments and judgments, as of June 28, 2020, the Company recorded goodwill impairment charges of $ 1.5 Because of the risks and uncertainties related to the COVID-19 pandemic events, the negative effects on the operations of the Company’s franchisees could prove to be worse than currently estimated and result in the need to record additional goodwill impairment charges in future periods. |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 27, 2021 | |
Other Intangible Assets | |
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): SCHEDULE OF INTANGIBLE ASSETS June 27, 2021 December 27, 2020 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 (965 ) (804 ) Ponderosa – cost 1,477 1,477 Ponderosa – accumulated amortization (388 ) (337 ) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (1,010 ) (761 ) Johnny Rockets – cost 6,600 6,600 Johnny Rockets – accumulated amortization (462 ) (162 ) Total franchise agreements 11,882 12,643 Total Other Intangible Assets $ 46,950 $ 47,711 The Company reviewed the carrying value of its other intangible assets as of June 27, 2021 and June 28, 2020. During the twenty-six weeks ended June 27, 2021, no impairment charges for other intangible assets were deemed necessary. When considering the available facts, assessments and judgments as of June 28, 2020, the Company recorded non-cash tradename impairment charges of $ 1.7 Because of the risks and uncertainties related to the COVID-19 pandemic events, the negative effects on the operations of the Company’s franchisees could prove to be worse than currently estimated and result in the need to record additional other intangible asset impairment charges in future periods. The expected future amortization of the Company’s franchise agreements as of June 27, 2021 is as follows (in thousands): SCHEDULE OF FUTURE AMORTIZATION Fiscal year: Remaining 2021 $ 761 2022 1,522 2023 1,522 2024 1,217 2025 1,023 Thereafter 5,837 Total $ 11,882 |
DEFERRED INCOME
DEFERRED INCOME | 6 Months Ended |
Jun. 27, 2021 | |
Deferred Income | |
DEFERRED INCOME | Note 8. DEFERRED INCOME Deferred income was as follows (in thousands): SCHEDULE OF DEFERRED INCOME June 27, 2021 December 27, 2020 Deferred franchise fees $ 10,548 $ 10,003 Deferred royalties 189 291 Deferred vendor incentives 638 692 Total $ 11,375 $ 10,986 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 27, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 9. INCOME TAXES The following table presents the Company’s benefit for income taxes (in thousands): SCHEDULE OF BENEFIT FOR INCOME TAXES June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020 Thirteen Weeks Ended Twenty-six Weeks Ended June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020 Benefit for income taxes $ (1,992 ) $ (1,089 ) $ (2,121 ) $ (1,386 ) Effective tax rate 25.1 % 20.4 % 20.2 % 17.3 % The difference between the statutory tax rate of 21 |
LEASES
LEASES | 6 Months Ended |
Jun. 27, 2021 | |
Leases | |
LEASES | NOTE 10. LEASES As of June 27, 2021, the Company has twelve operating leases for corporate offices, two Company owned stores and for certain restaurant properties that are in the process of being refranchised. The leases have remaining terms ranging from 2.3 to 7.9 years. The Company recognized lease expense of $ 0.7 million and $ 0.4 million for the thirteen weeks ended June 27, 2021 and June 28, 2020, respectively. For the twenty-six weeks ended June 27, 2021 and June 28, 2020, the Company recognized lease expense of $ 1.5 million and $ 0.7 million, respectively. The weighted average remaining lease term of the operating leases as of June 27, 2021 was 5.5 years. Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): SUMMARY OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES RELATING TO OPERATING LEASES June 27, 2021 December 27, 2020 Right of use assets $ 11,623 $ 13,948 Lease liabilities $ 12,568 $ 14,651 The weighted average discount rate used to calculate the carrying value of the right of use assets and lease liabilities was 9.3 The contractual future maturities of the Company’s operating lease liabilities as of June 27, 2021, including anticipated lease extensions, are as follows (in thousands): SCHEDULE OF CONTRACTUAL FUTURE MATURITIES OF OPERATING LEASE LIABILITIES Fiscal year: 2021 $ 1,491 2022 3,059 2023 3,148 2024 3,007 2025 2,656 Thereafter 2,693 Total lease payments 16,054 Less imputed interest 3,486 Total $ 12,568 Supplemental cash flow information for the twenty-six weeks ended June 27, 2021 related to leases was as follows (in thousands): SUMMARY OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 1,296 Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities $ - |
DEBT
DEBT | 6 Months Ended |
Jun. 27, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | Note 11. DEBT Securitization On April 26, 2021 (the “Closing Date”), FAT Brands Royalty I, LLC, a Delaware limited liability company (“FB Royalty”), a special purpose, wholly-owned subsidiary of FAT Brands, completed the Offering of three tranches of fixed rate senior secured notes (collectively, the “2021 Securitization Notes”) as follows: SCHEDULE OF SECURITIZATION OF NOTES Closing Date Class Seniority Principal Balance Coupon Weighted Average Life (Years) Non-Call Period (Months) Anticipated Call Date Final Legal Maturity Date 4/26/2021 A-2 Senior $ 97,104,000 4.75 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 B-2 Senior Subordinated $ 32,368,000 8.00 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 M-2 Subordinated $ 15,000,000 9.00 % 2.25 6 7/25/2023 4/25/2051 Net proceeds from the issuance of the 2021 Securitization Notes totaled $ 140.8 144.5 3.0 0.7 140.9 2.9 0.7 1.6 0.1 34,000 6.7 The 2021 Securitization Notes require that the 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 Company. Interest payments are required to be made on a quarterly basis and, unless repaid on or before July 25, 2023 1.0 The 2021 Securitization Notes are generally secured by a security interest in substantially all the assets of FB Royalty and its subsidiaries. A portion of the proceeds of the 2021 Securitization Notes were used to repay and retire the following notes issued in 2020 under the Base Indenture: Note Public Rating 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 Series M-2 N/A Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 The payoff amount totaled $ 83.7 80.0 2.2 1.5 7.8 The Company recognized interest expense on the 2020 Securitization Notes of $ 0.5 million and $ 0.9 million for the thirteen weeks ended June 27, 2021 and June 28, 2020, respectively. The Company recognized interest expense related to the 2020 Securitization Notes of $ 2.6 million and $ 1.2 million for the twenty-six weeks ended June 27, 2021 and June 28, 2020, respectively. 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 $ 7.5 million, 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 condensed consolidated financial statements of the Company at $ 6.2 million (net of a loan discount of $ 1.3 million and debt offering costs of $ 30,000 ). As of June 27, 2021, the carrying value of the Elevation Note was $ 5.9 0.7 51,000 5.9 0.9 56,000 169,000 340,000 64,000 130,000 3,000 5,000 175,000 364,000 70,000 141,000 2,000 5,000 The annualized effective interest rate for the Elevation Note during the twenty-six weeks ended June 27, 2021 was 11.4 %. The Elevation Note is a general unsecured obligation of Company and is subordinated in right of payment to all senior indebtedness of the Company. Assumed Debt from Merger In connection with the Merger, certain debts of FCCG totaling $ 12.5 During the thirteen weeks ended June 27, 2021, the FCCG Debt was paid in full in the amount of $ 12.5 78,000 241,000 The FCCG Debt as of December 27, 2020 was as follows (in thousands): SCHEDULE OF FCCG MERGER December 27, 2020 Note payable to a private lender. The note bore interest at a fixed rate of 12 % per annum and was unsecured. Interest was due monthly in arrears. The note was scheduled to mature on May 21, 2021 $ 1,977 Note payable to a private lender. The note bore interest at a fixed rate of 12 % per annum and was unsecured. Interest was due monthly in arrears. The note was scheduled to mature on May 21, 2021 2,871 Note payable to a private lender. The note bore interest at a fixed rate of 15 % per annum. The note was scheduled to mature May 21, 2021 17 Note payable to a private lender. The note bore interest at a fixed rate of 12 % per annum. Interest was due monthly in arrears. The note was scheduled to mature May 21, 2021 . 762 Consideration payable to former FCCG stockholders issued in redemption of fractional shares of FCCG’s stock. The consideration was unsecured and non-interest bearing and was due and payable on May 21, 2021 . 6,864 Total $ 12,491 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 The Lion Fund, L.P (“Lion”). Pursuant to the Loan and Security Agreement, the Company borrowed $ 20.0 16.0 The term loan under the Loan and Security Agreement was due to mature on June 30, 2020 20.0 The Loan and Security Agreement was subsequently amended several times which allowed the Company to increase its borrowing by $ 3.5 On March 6, 2020, the Company repaid the Lion Loan and Security Agreement in full by making a total payment of approximately $ 26.8 24.0 2.1 0.7 The Company recognized interest expense on the Loan and Security Agreement of $ 1.8 0.2 0.7 Paycheck Protection Program Loans During 2020, the Company received loan proceeds in the amount of approximately $ 1.5 At inception, the PPP Loans and EIDL Loans related to FAT Brands Inc. and five restaurant locations that were part of the Company’s refranchising program. As of December 27, 2020, the balance remaining on the PPP Loans and EIDL Loans had been reduced to $ 1.2 million due to the closure or refranchising of the five restaurant locations during the second and third quarters of 2020. During the thirteen weeks ended June 27, 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. The Company recognized interest expense of $ 4,000 and a gain on extinguishment of debt in the amount of $ 1.2 million relating to the PPP Loans and EIDL Loans during the twenty-six weeks ended June 27, 2021. |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 27, 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 to purchase common stock at $ 5.00 99,000 additional warrants pursuant to the underwriter’s overallotment option (the “2020 Series B Offering Warrants”). The Offering closed on July 16, 2020 with net proceeds to the Company of $ 8.1 0.9 In addition to the shares issued in the Offering, the Company concurrently engaged in the following transactions: ● The holders of the outstanding 57,140 3,537 ● The Company entered into an agreement to exchange 15,000 74,449 ● The Company exchanged all of the outstanding shares of Series A-1 Fixed Rate Cumulative Preferred Stock for 168,001 In December 2020, in connection with the acquisition of FCCG by the Company, the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of the Company’s 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 $ 8.9 million. On June 22, 2021, the Company closed a second underwritten public offering of 460,000 shares of 8.25% Series B Cumulative Preferred Stock at a price to the public of $ 20.00 per share. The net proceeds to the Company totaled $ 8.3 0.9 As of June 27, 2021, the Series B Preferred Stock consisted of 1,643,272 shares outstanding with a balance of $ 29.1 million. The Company paid preferred dividends to the holders of the Series B Preferred Stock totaling $ 0.6 million and $ 1.2 million during the thirteen weeks and twenty-six weeks ended June 27, 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 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 800 100 127 7.83 10,000 8.0 80,000 102,125 (ii) On June 27, 2018, the Company entered into a Note Exchange Agreement, as amended, under which it agreed with FCCG to exchange $ 2.0 200 20,000 100 25,530 7.83 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 2 2. The Company redeemed 5,000 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. The Company classifies the Series A Preferred Stock as debt. As of June 27, 2021, there were 80,000 8.0 The Company recognized interest expense on the Series A Preferred Stock of $ 264,000 354,000 552,000 708,000 13.9% Derivative Liability Relating to the Conversion Feature of the Series A Preferred Stock Holders of Series A Preferred Stock had the option to cause the Company to redeem all or any portion of their shares of Series A Preferred Stock beginning any time after the two-year anniversary of the initial issuance date for an amount equal to $ 100.00 On June 8, 2020, the Conversion Option became exercisable. As of that date, the Company calculated the estimated fair value of the Conversion Option to be $ 2.4 1.1 1.3 On July 13, 2020, the Company entered into agreements with each of the holders of the Series A Preferred Stock regarding the redemption of their shares. Holders of 85,000 15,000 |
ACQUISITION PURCHASE PRICE PAYA
ACQUISITION PURCHASE PRICE PAYABLE | 6 Months Ended |
Jun. 27, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION PURCHASE PRICE PAYABLE | NOTE 13. ACQUISITION PURCHASE PRICE PAYABLE On June 21, 2021, the Company settled in full, the acquisition purchase price payable relating to the acquisition of Yalla Mediterranean. At the time of the settlement, the payable had a book value of $ 2.1 million. The Company paid cash of $ 1.1 million and agreed to issue 62,500 shares of its common stock, with a market value of $ 0.8 million ($ 13.05 per share) in satisfaction of the obligation. The Company recognized a gain on the extinguishment of the debt in the amount of $ 0.2 million during the thirteen weeks ended June 27, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 27, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 14. RELATED PARTY TRANSACTIONS During the twenty-six weeks ended June 27, 2021, there were no reportable related party transactions. For the twenty-six weeks ended June 28, 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 $ 11.9 10% 35.0 21.1 29.5 During the twenty-six weeks ended June 28, 2020, the Company recorded a receivable from FCCG in the amount of $ 0.2 million under the Tax Sharing Agreement, which was added to the intercompany receivable. Effective July 5, 2018, the Company made a preferred capital investment in Homestyle Dining LLC, a Delaware limited liability corporation (“HSD”) in the amount of $ 4.0 million (the “Preferred Interest”). FCCG owns all of the common interests in HSD. The holder of the Preferred Interest is entitled to a 15% per annum priority return on the outstanding balance of the investment (the “Preferred Return”). Any available cash flows from HSD on a quarterly basis are to be distributed to pay the accrued Preferred Return and repay the Preferred Interest until fully retired. On or before the five-year anniversary of the investment, the Preferred Interest is to be fully repaid, together with all previously accrued but unpaid Preferred Return. FCCG has unconditionally guaranteed repayment of the Preferred Interest in the event HSD fails to do so. As of June 28, 2020, the balance receivable, including accrued and unpaid interest income, under the Preferred Interest was $ 5.2 million. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 27, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 15. STOCKHOLDERS’ EQUITY As of June 27, 2021 and December 27, 2020, the total number of authorized shares of common stock was 25,000,000 12,491,528 11,926,264 Below are the changes to the Company’s common stock during the twenty-six weeks ended June 27, 2021: ● Warrants to purchase 289,227 1.1 ● Between April 6, 2021 and May 18, 2021, the Company granted 300,000 restricted shares of common stock to certain senior executives of the Company. The shares vest over three years in equal installments at the anniversary date of grant. The value of the restricted stock grant was $ 2.8 million and will be amortized as expense over the vesting period. ● On June 21, 2021, the Company entered into an agreement to issue 62,500 0.8 ● 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 stockholders of record as of May 3, 2021, for a total of $ 1.6 million. ● On June 1, 2021, the Board of Directors declared a cash dividend of $ 0.13 per share of common stock, payable on June 21, 2021 to stockholders of record as of June 14, 2021, for a total of $ 1.6 million. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 27, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | Note 16. 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 The Company has periodically issued stock options under the Plan. All of the stock options issued by the Company to date have included a vesting period of three years 656,105 9.34 During the thirteen weeks ended June 27, 2021 the Company granted a total of 300,000 The Grant Shares vest one-third each year on the anniversary date of the grant. The grantees are entitled to any common dividends relating to the Grant Shares during the vesting period. 2.8 The Company recognized share-based compensation expense in the amount of $ 0.2 1,000 0.2 16,000 2.7 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 27, 2021 | |
Warrants | |
WARRANTS | Note 17. WARRANTS The Company’s warrant activity for the thirteen weeks ended June 27, 2021 was as follows: SUMMARY OF WARRANT ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 27, 2020 2,273,533 $ 5.68 3.8 Grants - $ - - Exercised (300,437 ) $ (5.05 ) ( 4.0 ) Warrants outstanding at June 27, 2021 1,973,096 $ 5.57 3.7 Warrants exercisable at June 27, 2021 1,954,106 $ 5.58 3.7 |
DIVIDENDS ON COMMON STOCK
DIVIDENDS ON COMMON STOCK | 6 Months Ended |
Jun. 27, 2021 | |
Dividends On Common Stock | |
DIVIDENDS ON COMMON STOCK | Note 18. DIVIDENDS ON COMMON STOCK 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 stockholders of record as of May 3, 2021 , for a total of $ 1.6 million. On June 1, 2021, the Board of Directors declared a cash dividend of $ 0.13 per share of common stock, payable on June 21, 2021 to stockholders of record as of June 14, 2021 , for a total of $ 1.6 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 27, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 19. COMMITMENTS AND CONTINGENCIES Litigation James Harris and Adam Vignola v. Squire Junger, James Neuhauser, Edward Rensi, Andrew Wiederhorn, Fog Cutter Holdings, LLC, and Fog Cutter Capital Group, Inc., and FAT Brands Inc., nominal defendant (Delaware Chancery Court, Case No. 2021-0511) On June 10, 2021, plaintiffs James Harris and Adam Vignola, putative stockholders of the Company, filed a derivative action in Delaware nominally on the Company’s behalf against the Company’s current directors and our current and former majority stockholders alleging claims of breach of fiduciary duty, unjust enrichment and waste arising out of the Company’s December 2020 merger with Fog Cutter Capital Group, Inc. Mr. Vignola was previously involved in litigation against the Company, having filed a putative class action lawsuit relating to the Company’s 2017 initial public offering, which lawsuit was voluntarily dismissed by stipulation in 2020. The defendants dispute the allegations of the new lawsuit and intend to vigorously defend against the claims. However, this matter is in the early stages and we cannot predict the outcome of this lawsuit. Subject to certain limitations, we are obligated to indemnify our directors in connection with the lawsuit and any related litigation or settlements amounts, which may be time-consuming, result in significant expense and divert the attention and resources of our management. An unfavorable outcome may exceed coverage provided under our insurance policies, could have an adverse effect on our financial condition and results of operations and could harm our reputation. 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 22 SBN FCCG LLC v FCCGI (Los Angeles Superior Court, Case No. BS172606) SBN FCCG LLC (which we refer to as “SBN”) filed a complaint against Fog Cutter Capital Group, Inc. (which we refer to as “FCCG”) in New York state court for an indemnification claim (which we refer to as 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 $ 0.7 0.2 0.7 0.7 12,411 0.7 0.6 0.1 0.1 0.5 The Company is involved in other claims and legal proceedings from time-to-time that arise in the ordinary course of business. 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. |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES | 6 Months Ended |
Jun. 27, 2021 | |
Geographic Information And Major Franchisees | |
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES | Note 20. GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES R evenue by geographic area was as follows (in thousands): SCHEDULE OF REVENUES BY GEOGRAPHIC AREA Thirteen Weeks Ended Twenty-six Weeks Ended June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020 United States $ 6,316 $ 2,564 $ 11,146 $ 6,273 Other countries 1,966 543 3,785 1,257 Total revenue $ 8,282 $ 3,107 $ 14,931 $ 7,530 Revenue is shown based on the geographic location of our franchisees’ restaurants. All assets are located in the United States. During the twenty-six weeks ended June 27, 2021 and June 28, 2020, no individual franchisee accounted for more than 10% of the Company’s revenue |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 27, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21. SUBSEQUENT EVENTS Management has evaluated all events and transactions that occurred subsequent to June 27, 2021 through the date of issuance of these condensed consolidated financial statements. During this period, the Company did not have any significant subsequent events, except as follows: Acquisition of Global Franchise Group On July 22, 2021, the Company completed the acquisition of LS GFG Holdings Inc. (“GFG”), a franchisor and operator of a portfolio of five quick service restaurant concepts (Round Table Pizza, Great American Cookies, Hot Dog on a Stick, Marble Slab Creamery and Pretzelmaker), for a total purchase price of $ 442.5 350.0 67.5 25.0 In connection with the acquisition of GFG, on July 22, 2021, FAT Brands GFG Royalty I, LLC, a Delaware limited liability company (“GFG Royalty”), a special purpose, wholly-owned subsidiary of the Company, completed the issuance and sale in a private offering (the “GFG Offering”) of three tranches of fixed rate senior secured notes. The GFG notes were issued in a securitization transaction in which substantially all of the franchising and operating assets of GFG are pledged as collateral to secure the GFG Notes and have the following terms: SCHEDULE OF SECURITIZATION TRANSACTION OF NOTES Closing Date Class Seniority Principal Balance Coupon Weighted Average Life (Years) Non-Call Period (Months) Anticipated Call Date Final Legal Maturity Date 7/22/2021 A-2 Senior $ 209,000,000 6.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 B-2 Senior Subordinated $ 84,000,000 7.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 M-2 Subordinated $ 57,000,000 9.50 % 2.01 6 7/25/2023 7/25/2051 In connection with the acquisition of GFG, on July 22, 2021, the Company issued 3,089,245 and 1,964,865 shares of Series B Cumulative Preferred Stock and Common Stock, respectively. Additionally, on July 22, 2021, the Company entered into a put/call agreement with the GFG sellers, pursuant to which the Company may purchase or the GFG Sellers may require the Company to purchase 3,089,245 67.5 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 27, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. |
Fiscal year | Fiscal year rd |
Use of estimates in the preparation of the condensed consolidated financial statements | Use of estimates in the preparation of the condensed consolidated financial statements |
Financial statement reclassification | Financial statement reclassification – Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications including measurement period adjustments to the preliminary purchase price allocations relating to the acquisition of Johnny Rockets and the Merger in accordance with ASU 2015-16. During the first half of 2021, adjustments were made to provisional amounts reclassifying $ 1.5 million between goodwill and additional paid in capital on the condensed consolidated balance sheet. These adjustments did not impact the Company’s condensed consolidated statement of operations during the current or prior periods. |
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) | 6 Months Ended |
Jun. 27, 2021 | |
Fog Cutter Capital Group Inc [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED | The Merger resulted in the following assets and liabilities being included in the condensed consolidated financial statements of the Company as of the Merger date (in thousands): SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED Dec 10, 2020 Prepaid assets $ 33 Cash Accounts receivable Assets held for sale Goodwill Other intangible assets Deferred tax assets 20,402 Other assets 100 Accounts payable (926 ) Accrued expense (7,094 ) Current portion of debt (12,486 ) Litigation reserve (3,980 ) Due to affiliates (43,653 ) Deferred franchise fees Operating lease liability Other liabilities Total net identifiable liabilities (net deficit) $ (47,604 ) |
SCHEDULE OF PROFORMA REVENUE AND NET (LOSS) INCOME | The table below presents the proforma revenue and net loss of the Company for the thirteen and twenty-six weeks ended June 28, 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. SCHEDULE OF PROFORMA REVENUE AND NET (LOSS) INCOME Thirteen Weeks Ended June 28, 2020 Twenty-six Weeks Ended June 28, 2020 Revenue $ 3,107 $ 7,530 Net loss $ (5,673 ) $ (10,285 ) |
Johnny Rockets [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED | SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED 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 | SCHEDULE OF PROFORMA REVENUE AND NET (LOSS) INCOME Thirteen Weeks Ended June 28, 2020 Twenty-six Weeks Ended June 28, 2020 Revenue $ 3,923 $ 11,597 Net loss $ (5,158 ) $ (7,515 ) |
REFRANCHISING (Tables)
REFRANCHISING (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Refranchising | |
SCHEDULE OF REMAINING ASSETS CLASSIFIED AS HELD FOR SALE | 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 condensed consolidated balance sheets as of June 27, 2021 and December 27, 2020 (in thousands): SCHEDULE OF REMAINING ASSETS CLASSIFIED AS HELD FOR SALE June 27, 2021 December 27, 2020 Property, plant and equipment $ 1,025 $ 1,352 Operating lease right of use assets 6,710 9,479 Total $ 7,735 $ 10,831 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | Goodwill consisted of the following (in thousands): SCHEDULE OF GOODWILL June 27, 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) | 6 Months Ended |
Jun. 27, 2021 | |
Other Intangible Assets | |
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): SCHEDULE OF INTANGIBLE ASSETS June 27, 2021 December 27, 2020 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 (965 ) (804 ) Ponderosa – cost 1,477 1,477 Ponderosa – accumulated amortization (388 ) (337 ) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (1,010 ) (761 ) Johnny Rockets – cost 6,600 6,600 Johnny Rockets – accumulated amortization (462 ) (162 ) Total franchise agreements 11,882 12,643 Total Other Intangible Assets $ 46,950 $ 47,711 |
SCHEDULE OF FUTURE AMORTIZATION | The expected future amortization of the Company’s franchise agreements as of June 27, 2021 is as follows (in thousands): SCHEDULE OF FUTURE AMORTIZATION Fiscal year: Remaining 2021 $ 761 2022 1,522 2023 1,522 2024 1,217 2025 1,023 Thereafter 5,837 Total $ 11,882 |
DEFERRED INCOME (Tables)
DEFERRED INCOME (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Deferred Income | |
SCHEDULE OF DEFERRED INCOME | Deferred income was as follows (in thousands): SCHEDULE OF DEFERRED INCOME June 27, 2021 December 27, 2020 Deferred franchise fees $ 10,548 $ 10,003 Deferred royalties 189 291 Deferred vendor incentives 638 692 Total $ 11,375 $ 10,986 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF BENEFIT FOR INCOME TAXES | The following table presents the Company’s benefit for income taxes (in thousands): SCHEDULE OF BENEFIT FOR INCOME TAXES June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020 Thirteen Weeks Ended Twenty-six Weeks Ended June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020 Benefit for income taxes $ (1,992 ) $ (1,089 ) $ (2,121 ) $ (1,386 ) Effective tax rate 25.1 % 20.4 % 20.2 % 17.3 % |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Leases | |
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): SUMMARY OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES RELATING TO OPERATING LEASES June 27, 2021 December 27, 2020 Right of use assets $ 11,623 $ 13,948 Lease liabilities $ 12,568 $ 14,651 |
SCHEDULE OF CONTRACTUAL FUTURE MATURITIES OF OPERATING LEASE LIABILITIES | The contractual future maturities of the Company’s operating lease liabilities as of June 27, 2021, including anticipated lease extensions, are as follows (in thousands): SCHEDULE OF CONTRACTUAL FUTURE MATURITIES OF OPERATING LEASE LIABILITIES Fiscal year: 2021 $ 1,491 2022 3,059 2023 3,148 2024 3,007 2025 2,656 Thereafter 2,693 Total lease payments 16,054 Less imputed interest 3,486 Total $ 12,568 |
SUMMARY OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information for the twenty-six weeks ended June 27, 2021 related to leases was as follows (in thousands): SUMMARY OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 1,296 Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities $ - |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF SECURITIZATION OF NOTES | SCHEDULE OF SECURITIZATION OF NOTES Closing Date Class Seniority Principal Balance Coupon Weighted Average Life (Years) Non-Call Period (Months) Anticipated Call Date Final Legal Maturity Date 4/26/2021 A-2 Senior $ 97,104,000 4.75 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 B-2 Senior Subordinated $ 32,368,000 8.00 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 M-2 Subordinated $ 15,000,000 9.00 % 2.25 6 7/25/2023 4/25/2051 A portion of the proceeds of the 2021 Securitization Notes were used to repay and retire the following notes issued in 2020 under the Base Indenture: Note Public Rating 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 Series M-2 N/A Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 |
SCHEDULE OF FCCG MERGER | The FCCG Debt as of December 27, 2020 was as follows (in thousands): SCHEDULE OF FCCG MERGER December 27, 2020 Note payable to a private lender. The note bore interest at a fixed rate of 12 % per annum and was unsecured. Interest was due monthly in arrears. The note was scheduled to mature on May 21, 2021 $ 1,977 Note payable to a private lender. The note bore interest at a fixed rate of 12 % per annum and was unsecured. Interest was due monthly in arrears. The note was scheduled to mature on May 21, 2021 2,871 Note payable to a private lender. The note bore interest at a fixed rate of 15 % per annum. The note was scheduled to mature May 21, 2021 17 Note payable to a private lender. The note bore interest at a fixed rate of 12 % per annum. Interest was due monthly in arrears. The note was scheduled to mature May 21, 2021 . 762 Consideration payable to former FCCG stockholders issued in redemption of fractional shares of FCCG’s stock. The consideration was unsecured and non-interest bearing and was due and payable on May 21, 2021 . 6,864 Total $ 12,491 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Warrants | |
SUMMARY OF WARRANT ACTIVITY | The Company’s warrant activity for the thirteen weeks ended June 27, 2021 was as follows: SUMMARY OF WARRANT ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 27, 2020 2,273,533 $ 5.68 3.8 Grants - $ - - Exercised (300,437 ) $ (5.05 ) ( 4.0 ) Warrants outstanding at June 27, 2021 1,973,096 $ 5.57 3.7 Warrants exercisable at June 27, 2021 1,954,106 $ 5.58 3.7 |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Geographic Information And Major Franchisees | |
SCHEDULE OF REVENUES BY GEOGRAPHIC AREA | R evenue by geographic area was as follows (in thousands): SCHEDULE OF REVENUES BY GEOGRAPHIC AREA Thirteen Weeks Ended Twenty-six Weeks Ended June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020 United States $ 6,316 $ 2,564 $ 11,146 $ 6,273 Other countries 1,966 543 3,785 1,257 Total revenue $ 8,282 $ 3,107 $ 14,931 $ 7,530 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 27, 2021 | |
Subsequent Events [Abstract] | |
SCHEDULE OF SECURITIZATION TRANSACTION OF NOTES | SCHEDULE OF SECURITIZATION TRANSACTION OF NOTES Closing Date Class Seniority Principal Balance Coupon Weighted Average Life (Years) Non-Call Period (Months) Anticipated Call Date Final Legal Maturity Date 7/22/2021 A-2 Senior $ 209,000,000 6.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 B-2 Senior Subordinated $ 84,000,000 7.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 M-2 Subordinated $ 57,000,000 9.50 % 2.01 6 7/25/2023 7/25/2051 |
ORGANIZATION AND RELATIONSHIPS
ORGANIZATION AND RELATIONSHIPS (Details Narrative) $ in Thousands | Apr. 26, 2021USD ($) | Oct. 20, 2017 | Jun. 27, 2021USD ($) | Jun. 28, 2020USD ($) | Jun. 27, 2021USD ($)Integer | Jun. 28, 2020USD ($) | Dec. 27, 2020USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
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 approximately 700 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 | ||||||
Operating Income (Loss) | $ 2,044 | $ (5,790) | $ 2,148 | $ (6,368) | |||
Operating Income (Loss) | (2,044) | 5,790 | (2,148) | 6,368 | |||
Net Income (Loss) Attributable to Parent | 5,926 | $ 4,251 | 8,358 | 6,621 | |||
[custom:OnetimeNetChargeOnRefinanceOfDebts] | (6,400) | ||||||
Net Cash Provided by (Used in) Operating Activities | 4,932 | $ 3,994 | |||||
Stockholders' Equity Attributable to Parent | $ 45,248 | 45,248 | $ 41,883 | ||||
Net proceeds from debt offering | $ 57,000 | ||||||
Repayment of indebtedness | $ 12,500 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 27, 2021USD ($) | |
Accounting Policies [Abstract] | |
Prior Period Reclassification Adjustment | $ 1.5 |
SCHEDULE OF ALLOCATION OF TANGI
SCHEDULE OF ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 | Dec. 10, 2020 | Sep. 21, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 9,706 | $ 10,909 | ||
Fog Cutter Capital Group Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Prepaid assets | $ 33 | |||
Deferred tax assets | 20,402 | |||
Other assets | 100 | |||
Accounts payable | (926) | |||
Accrued expenses | (7,094) | |||
Current portion of debt | (12,486) | |||
Litigation reserve | (3,980) | |||
Due to affiliates | (43,653) | |||
Total net identifiable assets | $ (47,604) | |||
Johnny Rockets [Member] | ||||
Business Acquisition [Line Items] | ||||
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 AN
SCHEDULE OF PROFORMA REVENUE AND NET (LOSS) INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 28, 2020 | Jun. 28, 2020 | |
Fog Cutter Capital Group Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total revenues | $ 3,107 | $ 7,530 |
Total revenues | (5,673) | (10,285) |
Johnny Rockets [Member] | ||
Business Acquisition [Line Items] | ||
Total revenues | 3,923 | 11,597 |
Total revenues | $ (5,158) | $ (7,515) |
MERGERS AND ACQUISITIONS (Detai
MERGERS AND ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands | Dec. 10, 2020 | Sep. 21, 2020 |
Fog Cutter Capital Group Inc [Member] | ||
Business Acquisition [Line Items] | ||
Book value of net assets and liabilities acquired by Company | $ (47,604) | |
Johnny Rockets [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price of business | $ 24,700 | |
Book value of net assets and liabilities acquired by Company | $ 24,730 | |
Merger Agreement [Member] | Fog Cutter Capital Group Inc [Member] | ||
Business Acquisition [Line Items] | ||
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 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 $25.00 per share) (the “Series B Preferred Stock”) for each outstanding share of Common Stock held by such stockholders, with the value of any fractional shares of Series B Preferred Stock being paid in cash. |
SCHEDULE OF REMAINING ASSETS CL
SCHEDULE OF REMAINING ASSETS CLASSIFIED AS HELD FOR SALE (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Refranchising | ||
Property, plant and equipment | $ 1,025 | $ 1,352 |
Operating lease right of use assets | 6,710 | 9,479 |
Total | $ 7,735 | $ 10,831 |
REFRANCHISING (Details Narrativ
REFRANCHISING (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2021 | Jun. 27, 2021 | Jun. 28, 2020 | Dec. 27, 2020 | |
RefranchisingOfRestaurantLocationsLineItems [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 7,131 | $ 7,131 | $ 9,892 | |
Gains on sale of refranchised locations | 1,100 | 1,100 | $ 200 | |
[custom:RefranchisingRestaurantCostsAndExpensesNetOfRevenue] | $ 200 | $ 700 | $ 1,700 | |
[custom:OwnershipPercentageRetainedInSaleOfRefranchisedRestaurant-0] | 49.00% | 49.00% | ||
Non-Affiliated Investor [Member] | ||||
RefranchisingOfRestaurantLocationsLineItems [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - EB Franchises LLC [Member] - Elevation Buyer Note [Member] - USD ($) | Jun. 19, 2019 | Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | Dec. 27, 2020 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Accounts and Financing Receivable, after Allowance for Credit Loss | $ 2,300,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||
[custom:DebtInstrumentMaturityMonthandYear] | 2026-08 | |||||
Business Combination, Consideration Transferred | $ 1,900,000 | $ 1,800,000 | ||||
Debt Instrument, Unamortized Discount | $ 400,000 | $ 200,000 | $ 200,000 | $ 300,000 | ||
Interest Income, Other | $ 50,000 | $ 53,000 | $ 102,000 | $ 106,000 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | $ 9,706 | $ 10,909 |
Fatburger [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 529 | 529 |
Buffalo's [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 5,365 | 5,365 |
Hurricane [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 2,772 | 2,772 |
Yalla [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 261 | 261 |
Elevation Burger [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 521 | 521 |
Johnny Rockets [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | $ 258 | $ 1,461 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 28, 2020USD ($) | |
Ponderosa and Bonanza Brands [Member] | |
Related Party Transaction [Line Items] | |
Goodwill impairment charges | $ 1.5 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | $ 35,068 | $ 35,068 |
Total franchise agreements | 11,882 | 12,643 |
Total Other Intangible Assets | 46,950 | 47,711 |
Fatburger [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 2,135 | 2,135 |
Buffalo's [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 27 | 27 |
Hurricane [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 6,840 | 6,840 |
Hurricane [Member] | Franchise Agreements [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Cost | 4,180 | 4,180 |
Accumulated amortization | (965) | (804) |
Ponderosa [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 300 | 300 |
Ponderosa [Member] | Franchise Agreements [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Cost | 1,477 | 1,477 |
Accumulated amortization | (388) | (337) |
Yalla [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 776 | 776 |
Elevation Burger [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 4,690 | 4,690 |
Elevation Burger [Member] | Franchise Agreements [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Cost | 2,450 | 2,450 |
Accumulated amortization | (1,010) | (761) |
Johnny Rockets [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 20,300 | 20,300 |
Johnny Rockets [Member] | Franchise Agreements [Member] | ||
IntangibleAssetsLineItems [Line Items] | ||
Cost | 6,600 | 6,600 |
Accumulated amortization | $ (462) | $ (162) |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Other Intangible Assets | ||
Remaining 2021 | $ 761 | |
2022 | 1,522 | |
2023 | 1,522 | |
2024 | 1,217 | |
2025 | 1,023 | |
Thereafter | 5,837 | |
Total | $ 11,882 | $ 12,643 |
OTHER INTANGIBLE ASSETS (Detail
OTHER INTANGIBLE ASSETS (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 28, 2020USD ($) | |
Ponderosa and Bonanza Brands [Member] | |
IntangibleAssetsLineItems [Line Items] | |
Impairment charges | $ 1.7 |
SCHEDULE OF DEFERRED INCOME (De
SCHEDULE OF DEFERRED INCOME (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Deferred Income | ||
Deferred franchise fees | $ 10,548 | $ 10,003 |
Deferred royalties | 189 | 291 |
Deferred vendor incentives | 638 | 692 |
Total | $ 11,375 | $ 10,986 |
SCHEDULE OF BENEFIT FOR INCOME
SCHEDULE OF BENEFIT FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income taxes | $ (1,992) | $ (1,089) | $ (2,121) | $ (1,386) |
Effective tax rate | 25.10% | 20.40% | 20.20% | 17.30% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended |
Jun. 27, 2021 | |
Paycheck Protection Program Loan [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Effective statutory tax rate | 21.00% |
SUMMARY OF OPERATING LEASE RIGH
SUMMARY OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES RELATING TO OPERATING LEASES (Details) - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Lessor, Lease, Description [Line Items] | ||
Right of use assets | $ 4,913 | $ 4,469 |
Corporate Offices, One Company Owned Store and For Certain Restaurant Properties [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Right of use assets | 11,623 | 13,948 |
Lease liabilities | $ 12,568 | $ 14,651 |
SCHEDULE OF CONTRACTUAL FUTURE
SCHEDULE OF CONTRACTUAL FUTURE MATURITIES OF OPERATING LEASE LIABILITIES (Details) - Corporate Offices, One Company Owned Store and For Certain Restaurant Properties [Member] - USD ($) $ in Thousands | Jun. 27, 2021 | Dec. 27, 2020 |
Lessor, Lease, Description [Line Items] | ||
2021 | $ 1,491 | |
2022 | 3,059 | |
2023 | 3,148 | |
2024 | 3,007 | |
2025 | 2,656 | |
Thereafter | 2,693 | |
Total lease payments | 16,054 | |
Less imputed interest | 3,486 | |
Total | $ 12,568 | $ 14,651 |
SUMMARY OF SUPPLEMENTAL CASH FL
SUMMARY OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - Corporate Offices, One Company Owned Store and For Certain Restaurant Properties [Member] $ in Thousands | 6 Months Ended |
Jun. 27, 2021USD ($) | |
Lessor, Lease, Description [Line Items] | |
Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases | $ 1,296 |
Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2021USD ($) | Jun. 28, 2020USD ($) | Jun. 27, 2021USD ($)Integer | Jun. 28, 2020USD ($) | |
RestaurantFranchisorLineItem [Line Items] | ||||
[custom:NumberOfLeasedProperties] | Integer | 12 | |||
Operating Lease, Expense | $ | $ 0.7 | $ 0.4 | $ 1.5 | $ 0.7 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 6 months | 5 years 6 months | ||
Weighted average discount rate | 9.30% | 9.30% | ||
Minimum [Member] | ||||
RestaurantFranchisorLineItem [Line Items] | ||||
Lessee, Operating Lease, Remaining Lease Term | 2 years 3 months 18 days | 2 years 3 months 18 days | ||
Maximum [Member] | ||||
RestaurantFranchisorLineItem [Line Items] | ||||
Lessee, Operating Lease, Remaining Lease Term | 7 years 10 months 24 days | 7 years 10 months 24 days |
SCHEDULE OF SECURITIZATION OF N
SCHEDULE OF SECURITIZATION OF NOTES (Details) | Apr. 26, 2021USD ($) |
Class A-2 [Member] | |
Short-term Debt [Line Items] | |
Seniority | Senior |
Principal Balance | $ 97,104,000 |
Coupon | 4.75% |
Weighted Average Life (Years) | 2 years 2 months 30 days |
Non-Call Period (Months) | 6 months |
Anticipated Call Date | Jul. 25, 2023 |
Final Legal Maturity Date | Apr. 25, 2051 |
Class B-2 [Member] | |
Short-term Debt [Line Items] | |
Seniority | Senior Subordinated |
Principal Balance | $ 32,368,000 |
Coupon | 8.00% |
Weighted Average Life (Years) | 2 years 2 months 30 days |
Non-Call Period (Months) | 6 months |
Anticipated Call Date | Jul. 25, 2023 |
Final Legal Maturity Date | Apr. 25, 2051 |
Class M-2 [Member] | |
Short-term Debt [Line Items] | |
Seniority | Subordinated |
Principal Balance | $ 15,000,000 |
Coupon | 9.00% |
Weighted Average Life (Years) | 2 years 2 months 30 days |
Non-Call Period (Months) | 6 months |
Anticipated Call Date | Jul. 25, 2023 |
Final Legal Maturity Date | Apr. 25, 2051 |
Series Note A-2 [Member] | |
Short-term Debt [Line Items] | |
Seniority | Senior |
Principal Balance | $ 20,000,000 |
Coupon | 6.50% |
Final Legal Maturity Date | Apr. 27, 2026 |
Public Rating | BB |
First Call Date | Apr. 27, 2021 |
Series Note B-2 [Member] | |
Short-term Debt [Line Items] | |
Seniority | Senior Subordinated |
Principal Balance | $ 20,000,000 |
Coupon | 9.00% |
Final Legal Maturity Date | Apr. 27, 2026 |
Public Rating | B |
First Call Date | Apr. 27, 2021 |
Series Note M-2 [Member] | |
Short-term Debt [Line Items] | |
Seniority | Subordinated |
Principal Balance | $ 40,000,000 |
Coupon | 9.75% |
Final Legal Maturity Date | Apr. 27, 2026 |
First Call Date | Apr. 27, 2021 |
SCHEDULE OF FCCG MERGER (Detail
SCHEDULE OF FCCG MERGER (Details) (Parenthetical) - Private Lender [Member] | Dec. 27, 2020 |
Note Payable [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 12.00% |
Note Payable One [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 12.00% |
Note Payable Two [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 15.00% |
Note Payable Three [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 12.00% |
SCHEDULE OF FCCG MERGER (Deta_2
SCHEDULE OF FCCG MERGER (Details) $ in Thousands | 12 Months Ended |
Dec. 27, 2020USD ($) | |
Short-term Debt [Line Items] | |
Total debt | $ 12,491 |
Note Payable [Member] | Private Lender [Member] | |
Short-term Debt [Line Items] | |
Debt instrument maturity date | May 21, 2021 |
Total debt | $ 1,977 |
Note Payable One [Member] | Private Lender [Member] | |
Short-term Debt [Line Items] | |
Debt instrument maturity date | May 21, 2021 |
Total debt | $ 2,871 |
Note Payable Two [Member] | Private Lender [Member] | |
Short-term Debt [Line Items] | |
Debt instrument maturity date | May 21, 2021 |
Total debt | $ 17 |
Note Payable Three [Member] | Private Lender [Member] | |
Short-term Debt [Line Items] | |
Debt instrument maturity date | May 21, 2021 |
Total debt | $ 762 |
Consideration Payable [Member] | Former FCCG Stockholders [Member] | |
Short-term Debt [Line Items] | |
Debt instrument maturity date | May 21, 2021 |
Total debt | $ 6,864 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Apr. 26, 2021 | Apr. 26, 2021 | Mar. 06, 2020 | Jun. 19, 2019 | Jan. 29, 2019 | Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | Dec. 27, 2020 | Jun. 29, 2019 |
Short-term Debt [Line Items] | |||||||||||
Repayment of debt | $ 12,500,000 | ||||||||||
Gains (losses) on extinguishment of debt | $ (6,405,000) | $ (6,405,000) | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Notes Payable | $ 12,491,000 | ||||||||||
Loan and Security Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expense | 1,800,000 | ||||||||||
Amortization of debt offering costs | 200,000 | ||||||||||
Increase in borrowings | $ 3,500,000 | ||||||||||
Debt, penalties and fees | 700,000 | ||||||||||
Lion Loan and Security Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Principal amount | $ 24,000,000 | ||||||||||
Repayment of debt | 26,800,000 | ||||||||||
Accrued interest | 2,100,000 | ||||||||||
Debt, penalties and fees | $ 700,000 | ||||||||||
Fog Cutter Acquisition LLC [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expense | $ 78,000 | $ 241,000 | |||||||||
Payments of debt assumed in merger | 12,500,000 | 12,500,000 | |||||||||
Lion Fund, L.P. and The Lion Fund II, L.P [Member] | Loan and Security Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||||
Debt, interest rate percentage | 20.00% | ||||||||||
Proceeds from loan | $ 20,000,000 | ||||||||||
Lion Fund, L.P. and The Lion Fund II, L.P [Member] | Loan and Security Agreement [Member] | FB Lending, LLC [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Repayment of debt | $ 16,000,000 | ||||||||||
Elevation Burger [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Principal amount | $ 7,500,000 | ||||||||||
Debt offering costs | 30,000 | ||||||||||
Debt discount | $ 1,300,000 | ||||||||||
Debt instrument, maturity date | Jul. 31, 2026 | ||||||||||
Debt, interest rate percentage | 6.00% | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 12 | ||||||||||
Notes Payable | $ 6,200,000 | ||||||||||
2021 Securitization Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from issuance of debt | $ 140,800,000 | 140,900,000 | |||||||||
Principal amount | $ 144,500,000 | 144,500,000 | |||||||||
Debt offering costs | 3,000,000 | 3,000,000 | 2,900,000 | 2,900,000 | |||||||
Debt discount | $ 700,000 | $ 700,000 | 700,000 | 700,000 | |||||||
Interest expense | 1,600,000 | 1,600,000 | |||||||||
Amortization of debt discount | 100,000 | 100,000 | |||||||||
Amortization of debt offering costs | $ 34,000 | $ 34,000 | |||||||||
Effective interest rate percentage | 6.70% | 6.70% | |||||||||
Two Thousand Twenty One Securitization Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, maturity date | Jul. 25, 2023 | ||||||||||
Debt, additional interest rate percentage | 1.00% | ||||||||||
Payoff amount | $ 83,700,000 | $ 83,700,000 | |||||||||
Repayment of debt | 80,000,000 | ||||||||||
Accrued interest | 2,200,000 | 2,200,000 | |||||||||
Prepayment premiums | 1,500,000 | 1,500,000 | |||||||||
Gains (losses) on extinguishment of debt | 7,800,000 | ||||||||||
Two Thousand Twenty Securitization Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expense | 500,000 | 900,000 | 2,600,000 | 1,200,000 | |||||||
Elevation Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt offering costs | 51,000 | 51,000 | 56,000 | ||||||||
Debt discount | 700,000 | 700,000 | 900,000 | ||||||||
Amortization of debt discount | 64,000 | 70,000 | 130,000 | 141,000 | |||||||
Amortization of debt offering costs | $ 3,000 | 2,000 | $ 5,000 | 5,000 | |||||||
Effective interest rate percentage | 11.40% | 11.40% | |||||||||
Interest expense | $ 169,000 | $ 175,000 | $ 340,000 | $ 364,000 | |||||||
Carrying value of the debt | $ 5,900,000 | 5,900,000 | 5,900,000 | ||||||||
Paycheck Protection Program Loans [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from issuance of debt | 1,500,000 | ||||||||||
Interest expense | 4,000 | ||||||||||
Gains (losses) on extinguishment of debt | $ 1,200,000 | ||||||||||
Carrying value of the debt | $ 1,200,000 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | Jun. 22, 2021 | Jul. 16, 2020 | Jul. 13, 2020 | Jul. 13, 2020 | Jun. 28, 2020 | Jun. 07, 2018 | Oct. 20, 2017 | Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | Dec. 27, 2020 | Jun. 08, 2020 | Jun. 27, 2018 | Jun. 08, 2018 |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares outstanding | 1,643,272 | 1,643,272 | 1,183,272 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 8,281,000 | $ 8,281,000 | |||||||||||||
Proceeds from preferred stock | $ 8,281,000 | ||||||||||||||
Number of shares designated | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Derivative liability | $ 1,100,000 | $ 1,100,000 | 1,100,000 | $ 2,400,000 | |||||||||||
Change in fair value of derivative liability | $ 1,300,000 | 1,264,000 | 1,264,000 | ||||||||||||
Special Dividend [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Dividends Payable, Nature | In December 2020, in connection with the acquisition of FCCG by the Company, the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of the Company’s 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 | ||||||||||||||
Number of preferred shares issued | 520,145 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 8,900,000 | ||||||||||||||
Series B Preferred Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of stock sold value | $ 8,100,000 | ||||||||||||||
Underwriting and offering costs | $ 900,000 | ||||||||||||||
Series B Cumulative Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.25% | ||||||||||||||
Number of preferred shares issued | 460,000 | ||||||||||||||
Share price per share | $ 20 | ||||||||||||||
Proceeds from preferred stock | $ 8,300,000 | ||||||||||||||
Underwriting discounts and other offering expenses | $ 900,000 | ||||||||||||||
2020 Series B Offering Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Outstanding | 1,800,000 | 1,800,000 | |||||||||||||
Warrants price per share | $ 5 | $ 5 | |||||||||||||
[custom:WarrantsUnderwritersOverallotmentShares] | 99,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares outstanding | 57,140 | 57,140 | 1,643,272 | 1,643,272 | |||||||||||
Payment of accrued dividends, shares | 3,537 | ||||||||||||||
[custom:PreferredStockCarryingValue-0] | $ 29,100,000 | $ 29,100,000 | |||||||||||||
[custom:DeclaredPreferredDividend] | $ 600,000 | $ 1,200,000 | |||||||||||||
Series-A 1 Fixed Rate Cumulative Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock exchanged for shares | 168,001 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares outstanding | 80,000 | 80,000 | |||||||||||||
Number of shares designated | 100,000 | ||||||||||||||
Preferred shares outstanding value | $ 8,000,000 | $ 8,000,000 | |||||||||||||
Interest expense | $ 264,000 | $ 354,000 | $ 552,000 | $ 708,000 | |||||||||||
Effective interest rate | 13.90% | 13.90% | |||||||||||||
Series A Preferred Stock [Member] | Holders [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share price per share | $ 100 | $ 100 | |||||||||||||
Series A Preferred Shareholders agreeing to cash redemption | 85,000 | 85,000 | |||||||||||||
Series A Preferred Stock [Member] | FCCG [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
[custom:NumberOfExchangedOutstandingSharesOfPreferredStock-0] | 15,000 | 15,000 | |||||||||||||
Series A Preferred Stock [Member] | FCCG [Member] | Holders [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares outstanding | 15,000 | 15,000 | |||||||||||||
Series A Preferred Stock [Member] | Trojan Investments L L C [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Redemption of shares | 80,000 | ||||||||||||||
Agreed semi-annual redemption payment | $ 2,000,000 | ||||||||||||||
Series A Preferred Stock [Member] | Ridgewood Select Value Fund LP [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of redeemed outstanding shares of preferred stock | 5,000 | 5,000 | |||||||||||||
Underwriting Agreement [Member] | Series B Cumulative Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of units in transactions | 360,000 | ||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.25% | ||||||||||||||
Underwriting Agreement [Member] | Series B Preferred Stock [Member] | FCCG [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued in exchange for Series A Preferred | 74,449 | ||||||||||||||
Underwriting Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | FCCG [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock shares exchanged | 15,000 | ||||||||||||||
Subscription Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of units in transactions | 800 | ||||||||||||||
Sale price per unit | $ 10,000 | ||||||||||||||
Issuance of public offering | $ 8,000,000 | ||||||||||||||
Subscription Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued per unit | 100 | ||||||||||||||
Number of warrants to purchase common shares per unit | 127 | ||||||||||||||
Subscription Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of preferred shares issued | 80,000 | ||||||||||||||
Subscription Agreement [Member] | Series A Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants price per share | $ 7.83 | ||||||||||||||
Subscription Agreement [Member] | Subscription Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of warrant to purchase shares of common stock | 102,125 | ||||||||||||||
Note Exchange Agreement [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants price per share | $ 7.83 | ||||||||||||||
Number of warrant to purchase shares of common stock | 25,530 | ||||||||||||||
Note Exchange Agreement [Member] | Promissory Note [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Remaining balance of promissory note | $ 2,000,000 | ||||||||||||||
Note Exchange Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of units converted | 200 | ||||||||||||||
Number of shares converted | 20,000 | ||||||||||||||
Conversion price per share | $ 100 |
ACQUISITION PURCHASE PRICE PA_2
ACQUISITION PURCHASE PRICE PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2021 | Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 |
Business Acquisition [Line Items] | |||||
Number of shares issued, value | $ 8,281 | $ 8,281 | |||
Gains losses on extinguishment of debt | $ (6,405) | (6,405) | |||
Yalla Mediterranean [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition purchase price payable | $ 2,100 | ||||
Business Combination, Consideration Transferred | $ 1,100 | ||||
Number of shares issued | 62,500 | ||||
Number of shares issued, value | $ 800 | ||||
Shares Issued, Price Per Share | $ 13.05 | ||||
Gains losses on extinguishment of debt | $ 200 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Millions | Jul. 05, 2018 | Jun. 28, 2020 | Apr. 24, 2020 | Oct. 20, 2017 |
Fog Cutter Capital Group Inc [Member] | ||||
Entity Listings [Line Items] | ||||
Repayments of Related Party Debt | $ 0.2 | |||
Homestyle Dining LLC [Member] | ||||
Entity Listings [Line Items] | ||||
[custom:PreferredCapitalInvestment] | $ 4 | |||
[custom:PreferredInterest] | 15.00% | |||
Book value including accrued interest | 5.2 | |||
Intercompany Revolving Credit Agreement [Member] | ||||
Entity Listings [Line Items] | ||||
Balance receivable | $ 29.5 | |||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Additional Intercompany advances [Member] | ||||
Entity Listings [Line Items] | ||||
Debt, interest rate percentage | 10.00% | |||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Intercompany Promissory Note [Member] | ||||
Entity Listings [Line Items] | ||||
Principal amount | $ 21.1 | $ 11.9 | ||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Intercompany Promissory Note [Member] | Maximum [Member] | ||||
Entity Listings [Line Items] | ||||
Principal amount | $ 35 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2021 | Jun. 01, 2021 | May 07, 2021 | Apr. 20, 2021 | May 18, 2021 | Jun. 27, 2021 | Jun. 27, 2021 | Jun. 28, 2020 | Dec. 27, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||
Common stock, shares issued | 12,491,528 | 12,491,528 | 11,926,264 | ||||||
Common stock, shares outstanding | 12,491,528 | 12,491,528 | 11,926,264 | ||||||
Proceeds from warrant exercise | $ 1,382 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Number of shares issued, value | $ 8,281 | $ 8,281 | |||||||
Board of Directors [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.13 | $ 0.13 | |||||||
Dividends, Common Stock, Cash | $ 1,600 | $ 1,600 | |||||||
Yalla Mediterranean [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued | 62,500 | ||||||||
Number of shares issued, value | $ 800 | ||||||||
Restricted Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 300,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,800 | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Exercise of warrants, shares | 289,227 | ||||||||
Proceeds from warrant exercise | $ 1,100 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 18, 2021 | Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | Jun. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period | 3 years | |||||
Share-based Payment Arrangement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding | 656,105 | 656,105 | ||||
Weighted average exercise price | $ 9.34 | $ 9.34 | ||||
Stock based compensation expense | $ 200,000 | $ 1,000 | $ 200,000 | $ 16,000 | ||
Non-vested share based compensation expense | $ 2,700,000 | $ 2,700,000 | ||||
Share-based Payment Arrangement [Member] | Three Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting description | The Grant Shares vest one-third each year on the anniversary date of the grant. The grantees are entitled to any common dividends relating to the Grant Shares during the vesting period. | |||||
Vested fair value | $ 2,800,000 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period | 3 years | |||||
Restricted Stock [Member] | Three Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock grants | 300,000 | |||||
2017 Omnibus Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant | 1,021,250 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Jun. 27, 2021$ / sharesshares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Number of Shares, Warrants Outstanding, Beginning balance | 2,273,533 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ / shares | $ 5.68 |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Beginning balance | 3 years 9 months 18 days |
Number of Shares, Warrants Grants | |
Weighted Average Exercise Price, Warrants Grants | $ / shares | |
Number of Shares, Warrants Exercised | (300,437) |
Weighted Average Exercise Price, Warrants Exercised | (5.05) |
Weighted Average Remaining Contractual Life (Years), Warrants Exercised | 4 years |
Number of Shares, Warrants Outstanding, Ending balance | 1,973,096 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ / shares | $ 5.57 |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Ending balance | 3 years 8 months 12 days |
Number of Shares, Warrants Exercisable Ending Balance | 1,954,106 |
Weighted Average Exercise Price, Warrants exercisable, Ending balance | $ / shares | $ 5.58 |
Weighted Average Remaining Contractual Life (Years), Warrants exercisable, Ending balance | 3 years 8 months 12 days |
DIVIDENDS ON COMMON STOCK (Deta
DIVIDENDS ON COMMON STOCK (Details Narrative) - Board of Directors [Member] - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2021 | Apr. 20, 2021 |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Dividends Payable, Amount Per Share | $ 0.13 | $ 0.13 |
Dividends Payable, Date to be Paid | Jun. 21, 2021 | May 7, 2021 |
Dividends Payable, Date of Record | Jun. 14, 2021 | May 3, 2021 |
Dividends Payable | $ 1.6 | $ 1.6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May 31, 2019 | May 31, 2018 | Feb. 28, 2018 | Jun. 27, 2021 | |
Fog Cutter Capital Group Inc [Member] | ||||
Loss Contingencies [Line Items] | ||||
Judgement amount | $ 600,000 | |||
Immediate payment settlement amount | 100,000 | |||
SBN FCCG LLC [Member] | ||||
Loss Contingencies [Line Items] | ||||
Immediate payment settlement amount | $ 100,000 | |||
Remaining balance of judgement | $ 500,000 | |||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | NEW YORK | ||||
Loss Contingencies [Line Items] | ||||
Judgement amount | $ 700,000 | |||
Interest awarded | 200,000 | |||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | CANADA | ||||
Loss Contingencies [Line Items] | ||||
Judgement amount | $ 700,000 | 700,000 | ||
Interest awarded | $ 12,411 | |||
Litigation settlement including interest | $ 700,000 | |||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Property owners seek damages | 12,000,000 | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Property owners seek damages | $ 22,000,000 |
SCHEDULE OF REVENUES BY GEOGRAP
SCHEDULE OF REVENUES BY GEOGRAPHIC AREA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2021 | Jun. 28, 2020 | Jun. 27, 2021 | Jun. 28, 2020 | |
RestaurantFranchising [Line Items] | ||||
Total revenues | $ 8,282 | $ 3,107 | $ 14,931 | $ 7,530 |
UNITED STATES | ||||
RestaurantFranchising [Line Items] | ||||
Total revenues | 6,316 | 2,564 | 11,146 | 6,273 |
Other Countries [Member] | ||||
RestaurantFranchising [Line Items] | ||||
Total revenues | $ 1,966 | $ 543 | $ 3,785 | $ 1,257 |
GEOGRAPHIC INFORMATION AND MA_3
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES (Details Narrative) | 6 Months Ended | |
Jun. 27, 2021 | Jun. 28, 2020 | |
Geographic Information And Major Franchisees | ||
Franchise revenue percentage description | no individual franchisee accounted for more than 10% of the Company’s revenue | no individual franchisee accounted for more than 10% of the Company’s revenue |
SCHEDULE OF SECURITIZATION TRAN
SCHEDULE OF SECURITIZATION TRANSACTION OF NOTES (Details) - USD ($) | Jul. 22, 2021 | Apr. 26, 2021 |
Class A-2 [Member] | ||
Subsequent Event [Line Items] | ||
Seniority | Senior | |
Principal Balance | $ 97,104,000 | |
Coupon | 4.75% | |
Weighted Average Life (Years) | 2 years 2 months 30 days | |
Non-Call Period (Months) | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | |
Final Legal Maturity Date | Apr. 25, 2051 | |
Class B-2 [Member] | ||
Subsequent Event [Line Items] | ||
Seniority | Senior Subordinated | |
Principal Balance | $ 32,368,000 | |
Coupon | 8.00% | |
Weighted Average Life (Years) | 2 years 2 months 30 days | |
Non-Call Period (Months) | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | |
Final Legal Maturity Date | Apr. 25, 2051 | |
Class M-2 [Member] | ||
Subsequent Event [Line Items] | ||
Seniority | Subordinated | |
Principal Balance | $ 15,000,000 | |
Coupon | 9.00% | |
Weighted Average Life (Years) | 2 years 2 months 30 days | |
Non-Call Period (Months) | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | |
Final Legal Maturity Date | Apr. 25, 2051 | |
Subsequent Event [Member] | Class A-2 [Member] | ||
Subsequent Event [Line Items] | ||
Seniority | Senior | |
Principal Balance | $ 209,000,000 | |
Coupon | 6.00% | |
Weighted Average Life (Years) | 2 years 3 days | |
Non-Call Period (Months) | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | |
Final Legal Maturity Date | Jul. 25, 2051 | |
Subsequent Event [Member] | Class B-2 [Member] | ||
Subsequent Event [Line Items] | ||
Seniority | Senior Subordinated | |
Principal Balance | $ 84,000,000 | |
Coupon | 7.00% | |
Weighted Average Life (Years) | 2 years 3 days | |
Non-Call Period (Months) | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | |
Final Legal Maturity Date | Jul. 25, 2051 | |
Subsequent Event [Member] | Class M-2 [Member] | ||
Subsequent Event [Line Items] | ||
Seniority | Subordinated | |
Principal Balance | $ 57,000,000 | |
Coupon | 9.50% | |
Weighted Average Life (Years) | 2 years 3 days | |
Non-Call Period (Months) | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | |
Final Legal Maturity Date | Jul. 25, 2051 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Millions | Jul. 22, 2021 | Jul. 21, 2021 |
LS GFG Holdings Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Purchase price of business | $ 442.5 | |
Cash | 350 | |
LS GFG Holdings Inc. [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Value of shares issued on acquisition | $ 25 | |
Stock Issued During Period, Shares, Acquisitions | 1,964,865 | |
LS GFG Holdings Inc. [Member] | Series B Cumulative Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Value of shares issued on acquisition | $ 67.5 | |
Stock Issued During Period, Shares, Acquisitions | 3,089,245 | |
GFG Holdings Inc [Member] | Series B Cumulative Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of purchase shares | 3,089,245 | |
Accrued, unpaid dividends | $ 67.5 |