Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 27, 2020 | Mar. 26, 2021 | Jun. 28, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Fat Brands, Inc | ||
Entity Central Index Key | 0001705012 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 27, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-27 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 13,424,000 | ||
Entity Common Stock, Shares Outstanding | 12,029,264 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 27, 2020 | Dec. 29, 2019 |
Current assets | ||
Cash | $ 3,944,000 | $ 25,000 |
Restricted cash | 2,867,000 | |
Accounts receivable, net of allowance for doubtful accounts of $739 and $595, as of December 27, 2020 and December 29, 2019, respectively | 4,208,000 | 4,144,000 |
Trade and other notes receivable, net of allowance for doubtful accounts of $103 and $37 as of December 27, 2020 and December 29, 2019, respectively | 208,000 | 262,000 |
Assets classified as held for sale | 10,831,000 | 5,128,000 |
Other current assets | 2,365,000 | 929,000 |
Total current assets | 24,423,000 | 10,488,000 |
Noncurrent restricted cash | 400,000 | |
Notes receivable - noncurrent, net of allowance for doubtful accounts of $271 and $112, as of December 27, 2020 and December 29, 2019, respectively | 1,622,000 | 1,802,000 |
Due from affiliates | 25,967,000 | |
Deferred income tax asset, net | 30,551,000 | 2,032,000 |
Operating lease right of use assets | 4,469,000 | 860,000 |
Goodwill | 10,909,000 | 10,912,000 |
Other intangible assets, net | 47,711,000 | 29,734,000 |
Other assets | 1,059,000 | 755,000 |
Total assets | 121,144,000 | 82,550,000 |
Current liabilities | ||
Accounts payable | 8,625,000 | 7,183,000 |
Accrued expenses and other liabilities | 19,833,000 | 6,013,000 |
Deferred income, current portion | 1,887,000 | 895,000 |
Accrued advertising | 2,160,000 | 762,000 |
Accrued interest payable | 1,847,000 | 1,268,000 |
Dividend payable on preferred shares (includes amounts due to related parties of $0 and $149 as of December 27, 2020 and December 29, 2019, respectively); | 893,000 | 1,422,000 |
Liabilities related to assets classified as held for sale | 9,892,000 | 3,325,000 |
Current portion of operating lease liability | 748,000 | 241,000 |
Current portion of preferred shares, net | 7,961,000 | |
Current portion of long-term debt | 19,314,000 | 24,502,000 |
Other | 17,000 | |
Total current liabilities | 73,177,000 | 45,611,000 |
Deferred income - noncurrent | 9,099,000 | 5,247,000 |
Acquisition purchase price payable | 2,806,000 | 4,504,000 |
Preferred shares, net | 15,327,000 | |
Deferred dividend payable on preferred shares (includes amounts due to related parties of $0 and $99 as of December 27, 2020 and December 29, 2019, respectively) | 628,000 | |
Operating lease liability, net of current portion | 4,011,000 | 639,000 |
Long-term debt, net of current portion | 73,852,000 | 5,216,000 |
Other liabilities | 82,000 | |
Total liabilities | 163,027,000 | 77,172,000 |
Commitments and contingencies (Note 18) | ||
Stockholders' (deficit) equity | ||
Preferred stock, $.0001 par value; 5,000,000 shares authorized; 1,183,272 and 0 shares issued and outstanding at December 27, 2020 and December 29, 2019, respectively; liquidation preference $25 per share | 21,788,000 | |
Common stock, $.0001 par value; 25,000,000 shares authorized; 11,926,264 and 11,860,299 shares issued and outstanding at December 27, 2020 and December 29, 2019, respectively | (42,775,000) | 11,414,000 |
Accumulated deficit | (20,896,000) | (6,036,000) |
Total stockholders' (deficit) equity | (41,883,000) | 5,378,000 |
Total liabilities and stockholders' (deficit) equity | $ 121,144,000 | $ 82,550,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 27, 2020 | Dec. 29, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 739,000 | $ 595,000 |
Notes receivable, allowance | 103,000 | 37,000 |
Notes receivable - noncurrent, allowance for doubtful accounts | 271,000 | 112,000 |
Dividends payable to related parties, current | 0 | 149,000 |
Dividends payable to related parties, noncurrent | $ 0 | $ 99,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,183,272 | 0 |
Preferred stock, shares outstanding | 1,183,272 | 0 |
Preferred stock, liquidation preference | $ 25 | $ 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 11,926,264 | 11,860,299 |
Common stock, shares outstanding | 11,926,264 | 11,860,299 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Revenue | ||
Royalties | $ 13,420 | $ 14,895 |
Franchise fees | 1,130 | 3,433 |
Advertising fees | 3,527 | 4,111 |
Other income | 41 | 66 |
Total revenue | 18,118 | 22,505 |
Costs and expenses | ||
General and administrative expense | 14,876 | 12,257 |
Impairment of goodwill and other intangible assets | 9,295 | |
Refranchising loss | 3,827 | 219 |
Advertising fees | 5,218 | 4,111 |
Total costs and expenses | 33,216 | 16,587 |
(Loss) income from operations | (15,098) | 5,918 |
Other expense | ||
Interest expense, net of interest income of $3,631 and $2,128 due from affiliates during the fiscal years ended December 27, 2020 and December 29, 2019, respectively | (3,375) | (4,757) |
Interest expense related to preferred shares | (1,544) | (1,773) |
Change in fair value of derivative liability | 887 | |
Gain on contingent consideration payable adjustment | 1,680 | |
Loss on extinguishment of debt | (88) | |
Other income (expense), net | (1,011) | 104 |
Total other expense, net | (3,451) | (6,426) |
Loss before income tax expense (benefit) | (18,549) | (508) |
Income tax expense (benefit) | (3,689) | 510 |
Net loss | $ (14,860) | $ (1,018) |
Basic and diluted loss per common share | $ (1.25) | $ (0.09) |
Basic and diluted weighted average shares outstanding | 11,897,952 | 11,823,455 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Income Statement [Abstract] | ||
Interest income | $ 3,631 | $ 2,128 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Common Stock [Member] | Par Value [Member] | Additional Paid-In Capital [Member] | Preferred Stock [Member] | Preferred Stock Par Value [Member] | Preferred Stock Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, Beginning at Dec. 30, 2018 | $ 10,757 | $ 1 | $ 10,756 | $ (5,018) | $ 5,739 | |||
Balance, Beginning, shares at Dec. 30, 2018 | 11,546,589 | |||||||
Net loss | (1,018) | (1,018) | ||||||
Common stock dividend, shares | 245,376 | |||||||
Cash paid in lieu of fractional shares | $ (2) | (2) | (2) | |||||
Issuance of common stock in lieu of cash directors fees payable | $ 360 | 360 | 360 | |||||
Issuance of common stock in lieu of cash directors fees payable, shares | 68,334 | |||||||
Issuance of warrants to purchase common stock | $ 21 | 21 | 21 | |||||
Issuance of warrants to placement agents | 16 | 16 | 16 | |||||
Share-based compensation | 262 | 262 | 262 | |||||
Repurchase of warrants | ||||||||
Balance, Ending at Dec. 29, 2019 | $ 11,414 | 1 | 11,413 | (6,036) | 5,378 | |||
Balance, Ending, shares at Dec. 29, 2019 | 11,860,299 | |||||||
Net loss | (14,860) | (14,860) | ||||||
Issuance of common stock in lieu of cash directors fees payable | $ 240 | 240 | ||||||
Issuance of common stock in lieu of cash directors fees payable, shares | 65,965 | |||||||
Share-based compensation | $ 99 | 99 | ||||||
Issuance of Series B preferred stock | $ 6,134 | 6,134 | ||||||
Issuance of Series B preferred stock, shares | 360,000 | |||||||
Exchange of original Series B preferred stock for newly issued Series B preferred stock | $ 1,224 | 1,224 | ||||||
Exchange of original Series B preferred stock for newly issued Series B preferred stock, shares | 60,677 | |||||||
Exchange of Series A preferred stock for newly issued Series B preferred stock | $ 1,861 | 1,861 | ||||||
Exchange of Series A preferred stock for newly issued Series B preferred stock, shares | 74,449 | |||||||
Exchange of Series A-1 preferred stock for newly issued Series B preferred stock | $ 4,200 | 4,200 | ||||||
Exchange of Series A-1 preferred stock for newly issued Series B preferred stock, shares | 168,001 | |||||||
Series B preferred stock issued in Special Dividend | $ (8,914) | (8,914) | $ 8,885 | 8,885 | ||||
Series B preferred stock issued in Special Dividend, shares | 520,145 | |||||||
Extinguishment of derivative liability | (887) | (887) | ||||||
Grant of warrants to purchase stock | 2,259 | 2,259 | ||||||
Repurchase of warrants | (742) | (742) | (742) | |||||
Dividends declared on Series B preferred stock | (516) | (516) | ||||||
Inclusion of accumulated deficit of FCCG entities acquired in the Merger | (46,153) | (46,153) | ||||||
Correction of recorded conversion rights associated with Series A-1 preferred shares | (91) | (91) | ||||||
Balance, Ending at Dec. 27, 2020 | $ (42,775) | $ 1 | $ (42,776) | $ 21,788 | $ 21,788 | $ (20,896) | $ (41,883) | |
Balance, Ending, shares at Dec. 27, 2020 | 11,926,264 | 1,183,272 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (14,860) | $ (1,018) |
Adjustments to reconcile net loss to net cash (used in) provided by operations: | ||
Deferred income taxes | (4,077) | 204 |
Depreciation and amortization | 1,172 | 785 |
Impairment of goodwill and other intangible assets | 9,295 | |
Share-based compensation | 99 | 262 |
Loss on extinguishment of debt | 88 | |
Change in fair value of derivative liability | (887) | |
Gain on contingent consideration payable adjustment | (1,680) | |
Change in operating right of use assets | 1,255 | 683 |
Net loss (gain) on disposition of refranchising restaurants | 55 | (1,795) |
Accretion of loan fees and interest | 973 | 1,883 |
Accretion of preferred shares | 62 | 65 |
Accretion of purchase price liability | 481 | 557 |
Provision for bad debts | 981 | 77 |
Change in: | ||
Accounts receivable | 554 | (723) |
Trade and other notes receivable | 83 | |
Accrued interest receivable from affiliate | (3,631) | (1,528) |
Prepaid expenses | (992) | 118 |
Other | 7 | (118) |
Accounts payable | (9) | 3,128 |
Accrued expense | (1,678) | 643 |
Accrued advertising | 1,398 | 203 |
Accrued interest payable | 585 | (982) |
Dividend payable on preferred shares | (531) | 1,431 |
Deferred income | (144) | (2,364) |
Total adjustments | 3,376 | 2,612 |
Net cash (used in) provided by operating activities | (11,484) | 1,594 |
Cash flows from investing activities | ||
Change in due from affiliates | (13,359) | (8,976) |
Acquisition of subsidiary, net of cash acquired | (23,918) | (2,332) |
Proceeds from sale of refranchised restaurants | 1,093 | 2,340 |
Purchases of property and equipment | (460) | (45) |
Other | 69 | |
Net cash used in investing activities | (36,575) | (9,013) |
Cash flows from financing activities | ||
Proceeds from borrowings and associated warrants, net of issuance costs | 74,294 | 23,022 |
Repayments of borrowings | (24,295) | (16,726) |
Proceeds from preferred stock offering and associated warrants, net of issuance costs | 8,122 | 1,107 |
Change in operating lease liabilities | (816) | (530) |
Payments made on acquisition purchase price liability | (500) | |
Redemption of preferred stock | (500) | |
Repurchase of warrants | (742) | |
Dividends paid in cash | (318) | (2) |
Other | (80) | |
Net cash provided by financing activities | 55,245 | 6,791 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 7,186 | (628) |
Cash, cash equivalents and restricted cash at beginning of year | 25 | 653 |
Cash, cash equivalents and restricted cash at end of year | 7,211 | 25 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 6,403 | 5,989 |
Cash paid for income taxes | 167 | 244 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Director fees converted to common stock | 240 | 360 |
Income taxes (receivable) payable included in amounts due from affiliates | $ (158) | $ 51 |
Organization and Relationships
Organization and Relationships | 12 Months Ended |
Dec. 27, 2020 | |
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”) 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”), we completed our initial public offering on October 20, 2017 and issued additional shares of common stock representing 20 percent of our ownership upon completion of the offering. During the fourth quarter of 2020, we completed a transaction in which FCCG merged into a wholly owned subsidiary of ours, and we became the parent company of FCCG. The Company is a multi-brand franchisor specializing in fast casual and casual dining restaurant concepts around the world. As of December 29, 2019, the Company owns and franchises nine restaurant brands through various wholly owned subsidiaries: Fatburger, Johnny Rockets, Buffalo’s Cafe, Buffalo’s Express, Hurricane Grill & Wings, Ponderosa Steakhouses, Bonanza Steakhouses, Yalla Mediterranean and Elevation Burger. Combined, these brands have over 700 locations, including units under construction, and more than 200 under development. Each franchising subsidiary licenses the right to use its brand name and provides franchisees with operating procedures and methods of merchandising. Upon signing a franchise agreement, the franchisor is committed to provide training, some supervision and assistance, and access to operations manuals. As needed, the franchisor will also provide advice and written materials concerning techniques of managing and operating the restaurants. With minor exceptions, the Company’s operations are comprised exclusively of franchising a growing portfolio of restaurant brands. This growth strategy is centered on expanding the footprint of existing brands and acquiring new brands through a centralized management organization which provides substantially all executive leadership, marketing, training and accounting services. As part of these ongoing franchising efforts, the Company will, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations. During the refranchising period, the Company may operate the restaurants and classifies the operational activities as refranchising gains or losses and the assets and associated liabilities as held-for sale. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and other countries. As a result, Company franchisees have temporarily closed some retail locations, modified store operating hours, adopted a “to-go” only operating model, or a combination of these actions. These actions have reduced consumer traffic, all resulting in a negative impact to franchisee and Company revenues. While the disruption to our business from the COVID-19 pandemic is currently expected to be temporary, there is 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. Going Concern The Company recognized a loss from operations of $15,098,000 during the fiscal year ended December 27, 2020 and income from operations of $5,918,000 for the fiscal year ended December 29, 2019. The Company recognized net losses of $14,860,000 and $1,018,000 during the fiscal years ended December 27, 2020 and December 29, 2019, respectively. In addition, net cash used in operations totaled $11,484,000 for the fiscal year ended December 27, 2020 compared to net cash provided by operations for the fiscal year ended December 29, 2019 of $1,594,000. As of December 27, 2020, the Company’s total liabilities exceeded total assets by $41,883,000 compared to its total assets exceeding total liabilities by $5,378,000 as of December 29, 2019. The reduction in earnings for 2020 is primarily due to reductions in revenues and the impairment of goodwill and other intangible assets due to the effects of COVID-19, coupled with higher general and administrative costs. The changes in the Company’s financial position as of December 29, 2019 compared to December 27, 2020 reflect these operating effects of COVID-19 as well as the assumption of certain liabilities related to the Merger as of December 24, 2020. The combination of these factors raises 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. The ASC 205 assessment framework is a two-step process in which an entity assesses whether substantial doubt about its ability to meet its obligations during the subsequent 12 months from the assessment date is raised, and if substantial doubt is raised, whether management’s plans will be effectively implemented to alleviate the factors that raise the substantial doubt. Management believes that while substantial doubt is raised based on certain factors which existed during the fiscal year ended December 27, 2020, including but not limited to the COVID-19 pandemic, its plans may be effectively implemented such that the substantial doubt may be alleviated. As such, the Company’s consolidated financial statements for the year ended December 27, 2020 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Cash and cash equivalents, including restricted cash, projected cash flow from operations, and future refinancing of its debt obligations are expected to be sufficient to meet the Company’s working capital requirements for the next 12 months. During the year ended December 27, 2020, the Company completed the following transactions which added to its liquidity position: ● On March 6, 2020, the Company completed a whole-business securitization (the “Securitization”) through the creation of a bankruptcy-remote issuing entity, FAT Brands Royalty I, LLC (“FAT Royalty”) in which FAT Royalty issued new notes (the “Securitization Notes”) pursuant to an indenture and the supplement thereto (collectively, the “Indenture”). Net proceeds from the issuance of the Securitization Notes were $37,389,000, which consisted of the combined face amount of $40,000,000, net of discounts and debt offering costs (See Note 10). A portion of the proceeds from the Securitization was used to repay the remaining $26,771,000 in outstanding debt balance under the Lion Loan and Security Agreement and to pay the Securitization debt offering costs with the remaining proceeds being used for working capital. ● 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 (the “2020 Series B Warrants”) to purchase common stock at $5.00 per share. The Offering closed on July 16, 2020 with net proceeds to the Company of $8,122,000, which was net of $878,000 in underwriting and offering costs. ● On September 21, 2020, FAT Royalty completed the sale of an additional $40 million of Series 2020-2 Fixed Rate Asset-Backed Notes (the “Series M-2 Notes”), increasing the Company’s Securitization Notes to $80 million. Net proceeds from the issuance of the Series M-2 Notes were $35,371,000, which consist of the face amount of $40,000,000, net of discounts of $3,200,000 and debt offering costs of $1,429,000. Approximately $24,730,000 of the proceeds from the Series M-2 Notes were used to acquire Johnny Rockets, with the remaining proceeds from the Securitizations are being used for working capital. During the twelve months following the date of the issuance of this Annual Report on Form 10-K, the Company anticipates that it may refinance the Securitization Notes and Series M-2 Notes at an amount greater than the outstanding principal indebtedness and borrowing rates that are lower than its existing rates which could provide additional liquidity to the Company. In addition, the Company has seen significant improvement in its operating performance subsequent to December 27, 2020, as COVID-19 vaccinations have become more prevalent in the United States and federal, state and local restrictions have eased in many of the markets where its franchisees operate. Lastly, the Company may negotiate extended payment terms of certain short-term liabilities. Despite the Company’s belief that it may (i) have the ability to refinance its Securitization Notes and Series M-2 Notes, (ii) continue to see operating performance improvements, and (iii) have the ability to negotiate extended payment terms of short-term liabilities, the Company cannot make any reasonable assurances about its ability to refinance or renegotiate its obligations nor can it estimate any future effects of the COVID-19 pandemic on its business, results of operations, and financial position. The accompanying financial statements do not include the effects of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 27, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations rd Principles of consolidation Use of estimates in the preparation of the consolidated financial statements Financial statement reclassification Credit and Depository Risks The Company maintains cash deposits in national financial institutions. From time to time the balances for these accounts exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insured amount. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account. As of December 27, 2020, the Company had uninsured deposits in the amount of $6,047,299. As of December 29, 2019, the Company had no accounts with uninsured balances. Restricted Cash – Accounts receivable Trade notes receivable – Assets classified as held for sale – Goodwill and other intangible assets Fair Value Measurements - ● Level 1 inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. ● Level 3 inputs are unobservable and reflect the Company’s own assumptions. Other than a derivative liability that existed during part of 2020 and the contingent consideration payable liabilities, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP (See Note 12). None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A two-step approach is utilized to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. Franchise Fees: The franchise fee may be adjusted at management’s discretion or in a situation involving store transfers between franchisees. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. Royalties – Advertising – Share-based compensation Earnings per share Earnings Per Share The Company declared a stock dividend on February 7, 2019 and issued 245,376 shares of common stock in satisfaction of the stock dividend (See Note 17). Unless otherwise noted, earnings per share and other share-based information for 2019 have been adjusted retrospectively to reflect the impact of that stock dividend. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes: 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 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 | 12 Months Ended |
Dec. 27, 2020 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | NOTE 3. MERGERS AND ACQUISITIONS Merger with Fog Cutter Capital Group Inc. On December 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FCCG, Fog Cutter Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Fog Cutter Holdings, LLC, a Delaware limited liability company (“Holdings”). Pursuant to the Merger Agreement, FCCG agreed to merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon closing of the Merger, the former stockholders of FCCG became direct stockholders of the Company holding, in the aggregate, 9,679,288 shares of the Company’s common stock (the same number of shares of common stock held by FCCG immediately prior to the Merger) and will receive certain limited registration rights with respect to the shares received in the Merger. As a result of the Merger, FCCG’s wholly owned subsidiaries, Homestyle Dining, LLC, Fog Cap Development LLC, Fog Cap Acceptance Inc. and BC Canyon LLC, became indirect wholly owned subsidiaries of the Company (the “Merged Entities”). Under the Merger Agreement, Holdings has agreed to indemnify the Company for breaches of FCCG’s representations and warranties, covenants and certain other matters specified in the Merger Agreement, subject to certain exceptions and qualifications. Holdings has also agreed to hold a minimum fair market value of shares of Common Stock of the Company to ensure that it has assets available to satisfy such indemnification obligations if necessary. In connection with the Merger, the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of our Common Stock, other than FCCG, on the record date 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 to be paid in cash. FCCG did not receive any portion of the Special Dividend, which had a record date of December 21, 2020 and payment date of December 23, 2020. The Special Dividend was expressly conditioned upon the satisfaction or valid waiver of the conditions to closing of the Merger set forth in the Merger Agreement. The Special Dividend was intended to reflect consideration for the potential financial impact of the Merger on the common stockholders other than FCCG, including the assumption of certain debts and obligations of FCCG by the Company by virtue of the Merger. The Company undertook the Merger primarily to simplify its corporate structure and eliminate limitations that restrict the Company’s ability to issue additional Common Stock for acquisitions and capital raising. FCCG holds a substantial amount of net operating loss carryforwards (“ NOLs The Board of Directors of the Company established a Special Committee of the Board (the “Special Committee”) comprised solely of independent directors to review and evaluate the transaction with FCCG, the terms of the transaction and other alternatives available to the Company. The Special Committee was advised by independent legal counsel and by independent financial advisors. These financial advisors advised the Special Committee that the Special Dividend to be received by the holders of Common Stock, other than FCCG, in connection with the Merger is fair to such stockholders from a financial point of view, based upon and subject to the assumptions and limitations set forth in such financial advisor’s written fairness opinion to the Special Committee. The Merger is treated under ASC 805-50-30-6 which indicates that when there is a transfer of assets or exchange of shares between entities under common control, the receiving entity shall recognize those assets and liabilities at their net carrying amounts at the date of transfer. As such, on the date of the Merger, all of the transferred assets and assumed liabilities of FCCG and the Merged Entities are recorded on the Company’s books at their book value. The financial statements are presented on a prospective basis from the date of transfer as there has not been a change in the reporting entity. The Merger resulted in the following assets and liabilities being included in the consolidated financial statements of the Company as of the Merger date. Due to the previous relationship between the parties, these amounts were carried over at FCCG’s book value (in thousands): Prepaid assets $ 33 Deferred tax assets 21,605 Other assets 100 Accounts payable (926 ) Accrued expense (6,846 ) Current portion of debt (12,486 ) Litigation reserve (3,980 ) Due to affiliates (43,653 ) Total net identifiable liabilities (net deficit) $ (46,153 ) A net loss of $67,000 attributed to FCCG from the date of the Merger is included in the accompanying consolidated statements of operations for the fiscal year ended December 27, 2020. There were no revenues attributed to FCCG during the ownership period. Proforma Information The table below presents the proforma revenue and net loss of the Company for the fiscal years ended December 27, 2020 and December 29, 2019, assuming the Merger had occurred on December 31, 2018 (the beginning of the Company’s 2019 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. Fiscal Year Ended December 27, 2020 December 29, 2019 Revenues $ 18,118 $ 22,505 Net loss $ (14,626 ) $ (7,872 ) The proforma information above reflects the combination of the Company’s results as disclosed in the accompanying consolidated statements of operations for the fiscal years ended December 27, 2020 and December 29, 2019, together with the audited results of FCCG for the fiscal year ended December 29, 2019 and the unaudited results of FCCG for the portion of fiscal 2020 prior to the Merger, with the following adjustments: ● Certain inactive subsidiaries of FCCG were not included in the Merger (the “Excluded Entities”). Proforma adjustments have been made to eliminate the operating results of the Excluded Entities so that the information above reflects only the entities included in the Merger. ● 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 on forgiveness of loan to stockholder. Had the Merger been completed as of the assumed proforma date of December 31, 2018 (the beginning of the Company’s 2019 fiscal year), the Stockholder Loan would have been cancelled prior to that date and there would have been no further advances made. As a result, the proforma information above eliminates the loss on forgiveness of loan to stockholder and the related interest income recorded by FCCG in its historical financial statements. ● A proforma adjustment has been made during the 2020 fiscal year to eliminate intercompany dividend income earned by FCCG on preferred stock issued by FAT. Acquisition of Johnny Rockets On September 21, 2020, the Company completed the acquisition of Johnny Rockets Holding Co., a Delaware corporation (“Johnny Rockets”) for a cash purchase price of approximately $24.7 million. The transaction was funded with proceeds from an increase in the Company’s securitization facility (See Note 11). Fees and expenses related to the Johnny Rockets acquisition totaled approximately $604,000, consisting primarily of professional fees, all of which are classified as other expenses in the accompanying consolidated statement of operations. These fees and expenses were funded through cash on hand and proceeds from borrowings. Immediately following the closing of the acquisition of Johnny Rockets, the Company contributed the franchising subsidiaries of Johnny Rockets to FAT Royalty I, LLC pursuant to a Contribution Agreement. (See Note 11). The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of Johnny Rockets was estimated at $24,730,000. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. The preliminary allocation of the consideration to the preliminary valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 812 Accounts receivable 1,452 Assets held for sale 10,765 Goodwill 1,461 Other intangible assets 26,900 Deferred tax assets 2,836 Other assets 438 Accounts payable (1,113 ) Accrued expenses (3,740 ) Deferred franchise fees (4,988 ) Operating lease liability (10,028 ) Other liabilities (65 ) Total net identifiable assets $ 24,730 Revenues of $2,393,000 and net income of $202,000 attributed to Johnny Rockets from the date of acquisition are included in the accompanying consolidated statements of operations for the fiscal year ended December 27, 2020. Proforma Information The table below presents the proforma revenue and net (loss) income of the Company for the fiscal years ended December 27, 2020 and December 29, 2019, assuming the acquisition of Johnny Rockets had occurred on December 31, 2018 (the beginning of the Company’s 2019 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. Fiscal Year Ended December 27, 2020 December 29, 2019 Revenues $ 23,863 $ 38,216 Net (loss) income $ (15,260 ) $ 4,971 The proforma information above reflects the combination of the Company’s results as disclosed in the accompanying consolidated statements of operations for the fiscal years ended December 27, 2020 and December 29, 2019, together with the audited results of Johnny Rockets for the fiscal year ended December 29, 2019 and the unaudited results of Johnny Rockets for the portion of fiscal 2020 prior to the acquisition, with the following adjustments: ● Revenue – The unaudited proforma revenues and net (loss) income present franchise fee revenue and advertising revenue in accordance with ASC 606 in a manner consistent with the Company’s application thereof. As a non-public company, Johnny Rockets had not yet been required to adopt ASC 606. ● Overhead allocations from the former parent company have been adjusted to the estimated amount the Company would have allocated for the years ended December 27, 2020 and December 29, 2019. ● Former parent company management fees have been eliminated from the proforma. ● Amortization of intangible assets has been adjusted to reflect the preliminary fair value at the assumed acquisition date. ● Depreciation on assets treated as held for sale by the Company has been eliminated. ● The proforma adjustments also include advertising expenses in accordance with ASC 606. ● The proforma interest expense has been adjusted to exclude actual Johnny Rockets interest expense incurred prior to the acquisition. All interest-bearing liabilities were paid off at closing. ● The proforma interest expense has been adjusted to include proforma interest expense that would have been incurred relating to the acquisition financing obtained by the Company. ● Non-recurring, non-operating gains and losses have been eliminated from the proforma statements. Acquisition of Elevation Burger On June 19, 2019, the Company completed the acquisition of EB Franchises, LLC, a Virginia limited liability company, and its related companies (collectively, “Elevation Burger”) for a purchase price of up to $10,050,000. Elevation Burger is the franchisor of Elevation Burger restaurants, with 44 locations in the U.S. and internationally at the time of the acquisition. The purchase price consists of $50,000 in cash, a contingent warrant to purchase 46,875 shares of the Company’s common stock at an exercise price of $8.00 per share (the “Elevation Warrant”), and the issuance to the Seller of a convertible subordinated promissory note (the “Elevation Note”) with a principal amount of $7,509,816, bearing interest at 6.0% per year and maturing in July 2026. The Elevation Warrant is only exercisable in the event that the Company merges with FCCG. The Seller Note is convertible under certain circumstances into shares of the Company’s common stock at $12.00 per share. In connection with the purchase, the Company also loaned $2,300,000 in cash to the Seller under a subordinated promissory note (the “Elevation Buyer 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. In addition, the Seller will be entitled to receive earn-out payments of up to $2,500,000 if Elevation Burger realizes royalty fee revenue in excess of certain amounts. As of the date of the acquisition, the fair market value of this contingent consideration totaled $531,000. As of December 27, 2020, and December 29, 2019, the contingent purchase price payable totaled $728,000 and $633,000, respectively, which includes the accretion of interest expense at an effective interest rate of 18%. The assessment of the fair value of the net assets and liabilities acquired by the Company for the acquisition of Elevation Burger was $7,193,000. The allocation of the consideration to the valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 10 Goodwill 521 Other intangible assets 7,140 Other assets 558 Current liabilities (91 ) Deferred franchise fees (758 ) Other liabilities (187 ) Total net identifiable assets $ 7,193 Descriptions of the Company’s assessment of impairment of the goodwill and other intangible assets acquired in this acquisition related to COVID-19 are in Note 6. |
Refranchising
Refranchising | 12 Months Ended |
Dec. 27, 2020 | |
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. During the first quarter of 2019, the Company met all of the criteria requiring that certain 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 audited consolidated balance sheet as of December 27, 2020 and December 29, 2019 (in thousands): December 27, 2020 December 29, 2019 Property, plant and equipment $ 1,352 $ 1,912 Operating lease right of use assets 9,479 3,216 Total $ 10,831 $ 5,128 Operating lease liabilities related to the assets classified as held for sale in the amount of $9,892,000 and $3,325,000, have been classified as current liabilities on the accompanying audited consolidated balance sheet as of December 27, 2020 and December 29, 2019, respectively. During the year ended December 27, 2020, operating restaurants incurred restaurant costs and expenses, net of revenue of $2,364,000. In addition, the sale or closure of restaurants resulted in losses of $1,463,000 during the fiscal year ended December 27, 2020. During the year ended December 29, 2019, operating restaurants incurred restaurant costs and expenses, net of revenue of $2,014,000. In addition, the sale and refranchising of restaurants resulted in the gains of $1,795,000 during the fiscal year ended December 29, 2019. The following table highlights the results of the Company’s refranchising program during 2020 and 2019 (in thousands): Fiscal year ended Fiscal year ended Restaurant costs and expenses, net of revenue $ (2,364 ) $ (2,014 ) (Loss) gains on store sales or closures (1,463 ) 1,795 Refranchising loss $ (3,827 ) $ (219 ) |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 27, 2020 | |
Receivables [Abstract] | |
Notes Receivable | Note 5. NOTES RECEIVABLE Notes receivable consist of trade notes receivable and the Elevation Buyer Note. Trade notes receivable are created when a settlement is reached relating to a delinquent franchisee account and the entire balance is not immediately paid. Trade notes receivable generally include personal guarantees from the franchisee. The notes are made for the shortest time frame negotiable and will generally carry an interest rate of 6% to 7.5%. Reserve amounts, on the notes, are established based on the likelihood of collection. As of December 27, 2020, all trade notes receivable were fully reserved. As of December 29, 2019, trade notes receivable totaled $250,000, which was net of reserves of $123,000. The Elevation Buyer Note was funded in connection with the purchase of Elevation Burger (See Note 3). The Company loaned $2,300,000 in cash to the Seller under a subordinated promissory note bearing interest at 6.0% per year and maturing in August 2026. This Note is subordinated in right of payment to all indebtedness of the Seller arising under any agreement or instrument to which the Seller or any of its affiliates is a party that evidences indebtedness for borrowed money that is senior in right of payment to the Elevation Buyer Note, whether existing on the effective date of the Elevation Buyer Note or arising thereafter. 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. As part of the total consideration for the Elevation acquisition, the Elevation Buyer Note was recorded at a carrying value of $1,903,000, which was net of a discount of $397,000. As of December 27, 2020 and December 29, 2019, the balance of the Elevation Note was $1,830,000 and $1,814,000, respectively, which were net of discounts of $267,000 and $352,000, respectively. During the fiscal year ended December 27, 2020 and December 29, 2019, the Company recognized $211,000 and $114,000 in interest income on the Elevation Buyer Note, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6. GOODWILL Goodwill consists of the following (in thousands): December 27, 2020 December 29, 2019 Goodwill: Fatburger $ 529 $ 529 Buffalo’s 5,365 5,365 Hurricane 2,772 2,772 Ponderosa - 1,462 Yalla 261 263 Elevation Burger 521 521 Johnny Rockets 1,461 - Total goodwill $ 10,909 $ 10,912 The COVID related downturn in operations prompted the Company to review the carrying value of its goodwill regularly throughout the year. These analyses resulted in the recognition of impairment of these assets in the amount of $1,464,000 for the year ended December 27, 2020. There were no impairment charges during the 2019 fiscal year. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Note 7. OTHER INTANGIBLE ASSETS Other intangible assets consist of trademarks and franchise agreements that were classified as identifiable intangible assets at the time of the brands’ acquisition by the Company or by FCCG prior to FCCG’s contribution of the brands to the Company at the time of the initial public offering (in thousands): December 27, 2020 December 29, 2019 Trademarks: Fatburger $ 2,135 $ 2,135 Buffalo’s 27 27 Hurricane 6,840 6,840 Ponderosa 300 7,230 Yalla 776 1,530 Elevation Burger 4,690 4,690 Johnny Rockets 20,300 - Total trademarks 35,068 22,452 Franchise agreements: Hurricane – cost 4,180 4,180 Hurricane – accumulated amortization (804 ) (482 ) Ponderosa – cost 1,477 1,640 Ponderosa – accumulated amortization (337 ) (243 ) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (761 ) (263 ) Johnny Rockets – cost 6,600 - Johnny Rockets – accumulated amortization (162 ) - Total franchise agreements 12,643 7,282 Total Other Intangible Assets $ 47,711 $ 29,734 The COVID related downturn in operations prompted the Company to review its intangible assets regularly throughout the year. These analyses resulted in the recognition of impairment of trademarks in the amount of $7,684,000 and impairment of franchise agreements in the amount of $147,000 for the year ended December 27, 2020. There were no impairment charges during the 2019 fiscal year. The expected future amortization of the Company’s capitalized franchise agreements is as follows (in thousands): Fiscal year: 2021 $ 1,526 2022 1,526 2023 1,526 2024 1,220 2025 1,027 Thereafter 5,818 Total $ 12,643 |
Deferred Income
Deferred Income | 12 Months Ended |
Dec. 27, 2020 | |
Contract with Customer, Liability [Abstract] | |
Deferred Income | Note 8. DEFERRED INCOME Deferred income is as follows (in thousands): December 27, 2020 December 29, 2019 Deferred franchise fees $ 10,003 $ 5,417 Deferred royalties 291 422 Deferred vendor incentives 692 303 Total $ 10,986 $ 6,142 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes Effective October 20, 2017, the Company entered into a Tax Sharing Agreement with FCCG that provides that FCCG would, to the extent permitted by applicable law, file consolidated federal, California and Oregon (and possibly other jurisdictions where revenue is generated, at FCCG’s election) income tax returns with the Company and its subsidiaries. Under the Tax Sharing Agreement, the Company would pay FCCG the amount that its current tax liability would have been had it filed a separate return. An inter-company receivable due from FCCG and its affiliates was applied first to reduce excess income tax payment obligations to FCCG under the Tax Sharing Agreement. The Tax Sharing Agreement was terminated following the Merger with FCCG during the fourth quarter of 2020. Deferred taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for calculating taxes payable. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 27, 2020 December 29, 2019 Deferred tax assets (liabilities) Net federal and state operating loss carryforwards $ 24,463 $ 830 Deferred revenue 2,681 1,353 Intangibles (5,820 ) (614 ) Deferred state income tax (240 ) (27 ) Reserves and accruals 2,185 208 Interest expense carryforward 4,858 - Tax credits 466 244 Share-based compensation 228 192 Interest expense 1,631 - Fixed assets 504 (137 ) Operating lease right of use assets (1,271 ) (960 ) Operating lease liabilities 1,269 991 Valuation allowance (513 ) (49 ) Other 110 1 Total $ 30,551 $ 2,032 The increase in the total deferred tax assets during 2020 was primarily the result of the Merger with FCCG and the acquisition of Johnny Rockets. The merger with FCCG resulted in an initial increase of deferred tax assets of $21,605,000, which consisted primarily of net operating loss carryforwards. The consolidation of Johnny Rockets initially increased deferred tax assets by $2,836,000, which was primarily comprised of net operating loss carryforwards, net of deferred tax liabilities related to goodwill and other intangible assets. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. As of December 27, 2020 and December 29, 2019, the Company recorded a valuation allowance against its deferred tax assets in the amount of $513,000 and $49,000, respectively, as it determined that these amounts would not likely be realized. The Company had federal net operating loss carryforwards (“NOLs”) of approximately $98.1 million and $2.8 million as of December 27, 2020 and December 29, 2019, respectively. The Company’s State NOLs were approximately $58.7 million and $3.7 million as of December 27, 2020 and December 29, 2019, respectively. The NOLs began to expire in 2021. The Company also had certain federal tax credits totaling approximately $466,000 and $244,000 as of December 27, 2020 and December 29, 2019, respectively. The credits will begin to expire in 2028. Under Section 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation”, as defined, there are annual limitations on the amount of the NOLs and certain other deductions and credits which are available to the Company. The portion of the NOLs and other tax benefits accumulated by Johnny Rockets prior to the Acquisition are subject to this annual limitation. Components of the income tax (benefit) expense are as follows (in thousands): Fiscal Year Ended Fiscal Year Ended 2019 Current Federal $ (118 ) $ 29 State 40 34 Foreign 466 244 388 307 Deferred Federal (3,199 ) 291 State (878 ) (88 ) (4,077 ) 203 Total income tax (benefit) expense $ (3,689 ) $ 510 Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in thousands): Fiscal Year Ended Fiscal Year Ended December 27, 2020 December 29, 2019 Tax benefit at statutory rate $ (3,895 ) $ (107 ) State and local income taxes (661 ) (43 ) Foreign taxes 466 244 Tax credits (222 ) (24 ) Dividends on preferred stock 138 372 Meals and entertainment (16 ) 42 Goodwill impairment 417 - Other 84 26 Total income tax (benefit) expense $ (3,689 ) $ 510 As of December 27, 2020, the Company’s subsidiaries’ annual tax filings for the prior three years are open for audit by Federal and for the prior four years for state tax agencies. The Company is the beneficiary of indemnification agreements from the prior owners of the subsidiaries for tax liabilities related to periods prior to its ownership of the subsidiaries. Management evaluated the Company’s overall tax positions and has determined that no provision for uncertain income tax positions is necessary as of December 27, 2020. |
Leases
Leases | 12 Months Ended |
Dec. 27, 2020 | |
Leases [Abstract] | |
Leases | NOTE 10. LEASES As of December 27, 2020, the Company has recorded fifteen operating leases for corporate offices and for certain restaurant properties that are in the process of being refranchised. The leases have remaining terms ranging from 3 months to 18 years. The Company recognized lease expense of $1,950,000 and $1,441,000 for the fiscal years ended December 27, 2020 and December 29, 2019, respectively. The weighted average remaining lease term of the operating leases as of December 27, 2020 was 7.6 years. Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): December 27, December 29, Right of use assets $ 13,948 $ 4,076 Lease liabilities $ 14,651 $ 4,206 The operating lease right of use assets and operating lease liabilities include obligations relating to the optional term extensions available on the five restaurant leases based on management’s intention to exercise the options. The weighted average discount rate used to calculate the carrying value of the right of use assets and lease liabilities was 9.4% which is based on the Company’s incremental borrowing rate at the time the lease is acquired. The contractual future maturities of the Company’s operating lease liabilities as of December 27, 2020, including anticipated lease extensions, are as follows (in thousands): Fiscal year: 2021 $ 3,009 2022 3,182 2023 3,275 2024 3,137 2025 2,791 Thereafter 4,854 Total lease payments 20,248 Less imputed interest 5,597 Total $ 14,651 Supplemental cash flow information for the fiscal year ended December 27, 2020 related to leases is as follows (in thousands): Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 1,202 Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities $ 14,500 |
Debt
Debt | 12 Months Ended |
Dec. 27, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. DEBT Securitization On March 6, 2020, the Company completed a whole-business securitization (the “Securitization”) through the creation of a bankruptcy-remote issuing entity, FAT Brands Royalty I, LLC (“FAT Royalty”), in which FAT Royalty issued notes (the “Securitization Notes”) pursuant to an indenture and the supplement thereto, each dated March 6, 2020 (collectively, the “Indenture”). The Securitization Notes issued in March 2020 consist of the following (the “Series A and B Notes”): Note Public Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date A-2 BB Senior $ 20,000,000 6.50 % 4/27/2021 4/27/2026 B-2 B Senior Subordinated $ 20,000,000 9.00 % 4/27/2021 4/27/2026 Net proceeds from the issuance of the Series A and B Notes were $37,389,000, which consists of the combined face amount of $40,000,000, net of discounts of $246,000 and debt offering costs of $2,365,000. The discount and offering costs will be accreted as additional interest expense over the expected term of the Series A and B Notes. A portion of the proceeds from the Series A and B Notes were used to repay the remaining $26,771,000 in outstanding balance under the Loan and Security Agreement (the “Loan and Security Agreement”) with The Lion Fund, L.P. and The Lion Fund II, L.P. (collectively, “Lion”) and to pay Securitization debt offering costs. The remaining proceeds from the Securitization were available for working capital. On September 21, 2020, FAT Royalty completed the sale of an additional $40 million of Series 2020-2 Fixed Rate Asset-Backed Notes (the “Series M-2 Notes”), increasing the Company’s Securitization Notes to $80 million. The Series M-2 Notes consist of the following: Note Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date M-2 Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 Net proceeds from the issuance of the Series M-2 Notes were $35,371,000, which consists of the face amount of $40,000,000, net of discounts of $3,200,000 and debt offering costs of $1,429,000. The discount and offering costs will be accreted as additional interest expense over the expected term of the Series M-2 Notes. The Series M-2 Notes are subordinate to the Series A-2 Notes and Series B-2 Notes. All Securitization Notes issued under the Base Indenture are secured by an interest in substantially all of the assets of FAT Royalty, including the Johnny Rockets companies, that have been contributed to FAT Royalty and are obligations only of FAT Royalty under the Base Indenture and not obligations of the Company. While the Securitization Notes are outstanding, scheduled payments of principal and interest are required to be made on a quarterly basis, with the scheduled principal payments of $1,000,000 per quarter on each of the Series A-2 and Series B-2 Notes and $200,000 per quarter on the Series M-2 Notes beginning the second quarter of 2021. The Company anticipates that the Securitization Notes will be repaid prior to the Final Legal Maturity Date, with the anticipated repayment date occurring in January 2023 for the A-2 Notes, October 2023 for the B-2 Notes and April 2026 for the Series M-2 Notes (the “Anticipated Repayment Dates”). If FAT Royalty has not repaid or refinanced the Securitization Notes prior to the applicable Anticipated Repayment Date as defined in the Indenture, additional interest expense will begin to accrue and all additional proceeds will be utilized for additional principal amortization, as defined in the Indenture. If FAT Royalty has not repaid or refinanced the Class A-2 Notes prior to January 2023, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) a per annum interest rate equal to the amount, if any, by which the sum of the following exceeds the original interest rate on the Class A-2 Notes: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Class A-2 anticipated repayment date of the United States Treasury security having a term closest to 5 years plus (y) 5.0%, plus (z) 5.77%. If FAT Royalty has not repaid or refinanced the Class B-2 Notes prior to October 2023, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) a per annum interest rate equal to the amount, if any, by which the sum of the following exceeds the original interest rate on the Class B-2 Notes: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Class B-2 anticipated repayment date of the United States Treasury security having a term closest to 5 years plus (y) 5.0%, plus (z) 8.27%. If FAT Royalty has not repaid or refinanced the Class M-2 Notes prior to April 2026, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) a per annum interest rate equal to the amount, if any, by which the sum of the following exceeds the original interest rate on the Class M-2 Notes: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Class M-2 anticipated repayment date of the United States Treasury security having a term closest to 5 years plus (y) 5.0%, plus (z) 9.48%. In connection with the Securitization, FAT Royalty and each of the Franchise Entities (as defined in the Indenture) entered into a Management Agreement with the Company, dated as of the Closing Date (the “Management Agreement”), pursuant to which the Company agreed to act as manager of FAT Royalty and each of the Franchise Entities. The Management Agreement provides for a management fee payable monthly by FAT Royalty to the Company in the amount of $200,000, subject to three percent (3%) annual increases (the “Management Fee”). The primary responsibilities of the manager are to perform certain franchising, distribution, intellectual property and operational functions on behalf of the Franchise Entities pursuant to the Management Agreement. The Securitization Notes are secured by substantially all of the assets of FAT Royalty, including the equity interests in the Franchise Entities. The restrictions placed on the Company’s subsidiaries require that FAT Royalty’s principal and interest obligations have first priority, after the payment of the Management Fee and certain other FAT Royalty expenses (as defined in the Indenture), and amounts are segregated monthly to ensure appropriate funds are reserved to pay the quarterly principal and interest amounts due. The amount of monthly cash flow that exceeds the required monthly debt service is generally remitted to the Company. Once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the subsidiaries. The Securitization Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any jurisdiction. The Securitization Notes are subject to certain financial and non-financial covenants, including a debt service coverage ratio calculation, as defined in the Indenture. If certain covenants are not met, the Notes may become partially or fully due and payable on an accelerated schedule. In addition, FAT Royalty may voluntarily prepay, in part or in full, the Notes in accordance with the provisions in the Indenture. As of December 27, 2020, FAT Royalty was in compliance with these covenants. As of December 27, 2020, the recorded balance of the Securitization Notes was $73,369,000, which is net of debt offering costs of $3,374,000 and original issue discount of $3,257,000. The Company recognized interest expense on the Securitization Notes of $4,205,000 for the fiscal year ended December 27, 2020, which includes $385,000 for amortization of debt offering costs and $188,000 for amortization of the original issue discount. The average effective interest rate of the Securitization Notes, including such amortizations, was 10.3% for the fiscal year ended December 27, 2020. Loan and Security Agreement On January 29, 2019, the Company as borrower, and its subsidiaries and affiliates as guarantors, entered into the Loan and Security Agreement with Lion. Pursuant to the Loan and Security Agreement, the Company borrowed $20.0 million from Lion, and utilized the proceeds to repay the existing $16.0 million term loan from FB Lending, LLC plus accrued interest and fees, and provide additional general working capital to the Company. The term loan under the Loan and Security Agreement was due to mature on June 30, 2020. Interest on the term loan accrued at an annual fixed rate of 20.0% and was payable quarterly. In connection with the Loan and Security Agreement, the Company issued to Lion a warrant to purchase up to 1,167,404 shares of the Company’s common stock at $0.01 per share (the “Lion Warrant”), exercisable only if the amounts outstanding under the Loan and Security Agreement were not repaid in full by June 30, 2020, as extended. If the Loan and Security Agreement was repaid in full prior to June 30, 2020, the Lion Warrant would be terminated in its entirety. As security for its obligations under the Loan Agreement, the Company granted a lien on substantially all of its assets to Lion. In addition, certain of the Company’s subsidiaries and affiliates entered into a Guaranty (the “Guaranty”) in favor of Lion, pursuant to which they guaranteed the obligations of the Company under the Loan and Security Agreement and granted as security for their guaranty obligations a lien on substantially all of their assets. The Loan and Security Agreement was subsequently amended several times which allowed the Company to increase its borrowing by $3,500,000 in connection with the acquisition of Elevation Burger; extended the exercise date of the Lion Warrant to June 30, 2020; extended the due date for certain quarterly payments and imposed associated extension and other loan fees. On March 6, 2020, the Company repaid the Lion Loan and Security Agreement in full by making a total payment of approximately $26,771,000. This consisted of $24,000,000 in principle, approximately $2,120,000 in accrued interest and $651,000 in penalties and fees. As a result of the repayment, the Lion Warrant was cancelled in its entirety. The Company recognized interest expense on the Loan and Security Agreement of $1,783,000 for the year ended December 27, 2020, which includes $212,000 for amortization of all unaccreted debt offering costs at the time of the repayment and $650,000 in penalties and fees. The Company recognized interest expense on the Loan and Security Agreement of $4,881,000 for the fiscal year ended December 29, 2019, which includes $227,000 for amortization of debt offering costs and a $500,000 loan extension fee. Elevation Note On June 19, 2019, the Company completed the acquisition of Elevation Burger. A portion of the purchase price included the issuance to the Seller of a convertible subordinated promissory note (the “Elevation Note”) with a principal amount of $7,510,000, bearing interest at 6.0% per year and maturing in July 2026. The Elevation Note is convertible under certain circumstances into shares of the Company’s common stock at $12.00 per share. In connection with the valuation of the acquisition of Elevation Burger, the Elevation Note was recorded on the financial statements of the Company at $6,185,000, which is net of a loan discount of $1,295,000 and debt offering costs of $30,000. As of December 27, 2020, the carrying value of the Elevation Note was $5,919,000 which is net of the loan discount of $872,000 and debt offering costs of $56,000. The Company recognized interest expense relating to the Elevation Note during the fiscal year ended December 27, 2020 in the amount of $689,000, which included amortization of the loan discount of $277,000 and amortization of $10,000 in debt offering costs. The Company recognized interest expense relating to the Elevation Note during the year ended December 29, 2019 in the amount of $383,000, which included amortization of the loan discount of $146,000 and amortization of $5,000 in debt offering costs. The effective interest rate for the Elevation Note during the year ended December 27, 2020 was 11.7%. The Elevation Note is a general unsecured obligation of Company and is subordinated in right of payment to all indebtedness of the Company arising under any agreement or instrument to which Company or any of its Affiliates is a party that evidences indebtedness for borrowed money that is senior in right of payment. Paycheck Protection Program Loans During the fiscal year ended December 27, 2020, the Company received loan proceeds in the amount of approximately $1,532,000 under the Paycheck Protection Program (the “PPP Loans”) and Economic Injury Disaster Loan Program (the “EIDL Loans”). The Paycheck Protection Program, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. At inception, the PPP Loans and EIDL Loans related to FAT Brands Inc. as well as five restaurant locations that were part of the Company’s refranchising program. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loans, there can be no assurance that the Company will be eligible for forgiveness of the loans, in whole or in part. Any unforgiven portion of the PPP Loans is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. As of December 27, 2020, the balance remaining on the PPP Loans and EIDL Loans was $1,183,000 related to FAT Brands Inc. as the five restaurant locations were closed or refranchised during the second and third quarters of 2020 (Note 4). The Company is currently in the process of applying for forgiveness of the PPP Loans and the EIDL Loans. Assumed Debt from Merger The following debt of FCCG was assumed by Fog Cutter Acquisition LLC, a subsidiary of the Company, as part of the Merger (in thousands): December 27, 2020 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. $ 1,977 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. 2,871 Note payable to a private lender. The note bears interest at a fixed rate of 15%. The note matures May 21, 2021. 17 Note payable to a private lender. The note bears interest at a fixed rate of 12%. Interest is due monthly in arrears. The note matures May 21, 2021. 762 Consideration payable to former FCCG shareholders issued in redemption of fractional shares of FCCG’s stock. The consideration is unsecured and non-interest bearing and is due and payable on May 21, 2021. 6,864 Total $ 12,491 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 27, 2020 | |
Equity [Abstract] | |
Preferred Stock | Note 12. PREFERRED STOCK Series B Cumulative Preferred Stock On July 13, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) to issue and sell in a public offering (the “Offering”) 360,000 shares of 8.25% Series B Cumulative Preferred Stock (“Series B Preferred Stock”) and 1,800,000 warrants, plus 99,000 additional warrants pursuant to the underwriter’s overallotment option (the “2020 Series B Offering Warrants”), to purchase common stock at $5.00 per share. In the Underwriting Agreement, the Company agreed to pay the underwriters an underwriting discount of 8.0% of the gross proceeds received by the Company in the Offering and issue five-year warrants exercisable for 1% of the number of Series B Preferred Stock shares and the number of 2020 Series B Offering Warrants sold in the Offering. In connection with the Offering, on July 15, 2020 the Company filed an Amended and Restated Certificate of Designation of Rights and Preferences of Series B Cumulative Preferred Stock with the Secretary of State of Delaware, designating a total of 850,000 shares of Series B Preferred Stock (the “Certificate of Designation”), and on July 16, 2020 entered into a Warrant Agency Agreement with VStock Transfer, LLC, to act as the Warrant Agent for the Series B Offering Warrants (the “Warrant Agency Agreement”). The Certificate of Designation amends and restates the terms of the Series B Cumulative Preferred Stock issued in October 2019 (the “Original Series B Preferred”). At the time of the Offering, there were 57,140 shares of the Original Series B Preferred outstanding, together with warrants to purchase 34,284 shares of the Company’s common stock at an exercise price of $8.50 per share (the “Series B Warrants”). The Offering closed on July 16, 2020 with net proceeds to the Company of $8,122,000, which was net of $878,000 in underwriting and offering costs. Holders of Series B Cumulative Preferred Stock shall be entitled to receive, when, as and if declared by the FAT Board or a duly authorized committee thereof, in its sole discretion, out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at a rate per annum equal to the 8.25% multiplied by $25.00 per share stated liquidation preference of the Series B Preferred Stock. The dividends shall accrue without interest and accumulate, whether or not earned or declared, on each issued and outstanding share of the Series B Preferred Stock from (and including) the original date of issuance of such share and shall be payable monthly in arrears on a date selected by the Company each calendar month that is no later than twenty (20) days following the end of each calendar month. If the Company fails to pay dividends on the Series B Preferred Stock in full for any twelve accumulated, accrued and unpaid dividend periods, the dividend rate shall increase to 10% until the Company has paid all accumulated accrued and unpaid dividends on the Series B Preferred Stock in full and has paid accrued dividends during the two most recently completed dividend periods in full, at which time the 8.25% dividend rate shall be reinstated. The Company may redeem the Series B Preferred Stock, in whole or in part, at the option of the Company, for cash, at the following redemption price per share, plus any unpaid dividends: (i) After July 16, 2020 and on or prior to July 16, 2021: $27.50 per share. (ii) After July 16, 2021 and on or prior to July 16, 2022: $27.00 per share. (iii) After July 16, 2022 and on or prior to July 16, 2023: $26.50 per share. (iv) After July 16, 2023 and on or prior to July 16, 2024: $26.00 per share. (v) After July 16, 2024 and on or prior to July 16, 2025: $25.50 per share. (vi) After July 16, 2025: $25.00 per share. As a result of the amended and restated terms of the Series B Cumulative Preferred Stock, the Company classified the Series B Preferred Stock as equity as of July 15, 2020. Concurrent with the Offering, the holders of the outstanding 57,140 shares of Original Series B Preferred became subject to the new terms of the Certificate of Designation. At the time of the amendment and restatement of the Certificate of Designation, the adjusted basis of the Original Series B Preferred on the Company’s books was $1,112,000, net of unamortized debt discounts and debt offering costs. As a result of the amendment and restatement of the Certificate of Designation, the recorded value of the new Series B Stock was $1,136,000 with $292,000 allocated to the 2020 Series B Offering Warrants, resulting in an aggregate loss on the exchange of $296,000. The original holders were also issued 3,537 shares of new Series B Preferred Shares in payment of $88,000 accrued and outstanding dividends relating to the Original Series B Preferred at a price of $25 per share. The Company entered into an agreement to exchange 15,000 shares of Series A Fixed Rate Cumulative Preferred Stock owned by FCCG for 60,000 shares of Series B Preferred Stock valued at $1,500,000, pursuant to a Settlement, Redemption and Release Agreement. At the time of the exchange, the adjusted basis of the Series A Preferred on the Company’s books was $1,489,000, net of unamortized debt discounts and debt offering costs, and the Company recognized a loss on the exchange in the amount of $11,000. The Company also agreed to issue 14,449 shares of Series B Preferred Stock valued at $361,224 as consideration for accrued dividends due to FCCG. The Company entered into an agreement to exchange all of the outstanding shares of Series A-1 Fixed Rate Cumulative Preferred Stock for 168,001 shares of Series B Preferred Stock valued at $4,200,000, pursuant to a Settlement, Redemption and Release Agreement with the holders of such shares. At the time of the exchange, the adjusted basis of the Series A Preferred on the Company’s books was $4,421,000, net of unamortized debt discounts and debt offering costs, and the Company recognized a gain on the exchange in the amount of $221,000. In connection with the acquisition of FCCG by the Company, in December 2020 the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of our Common Stock , other than FCCG, on the record date, consisting of 0.2319998077 shares of Series B Cumulative Preferred Stock for each outstanding share of Common Stock held by such stockholders. The value of fractional shares of Series B Preferred Stock was paid in cash dividends totaling approximately $29,000. The Special Dividend was paid on December 23, 2020 and resulted in the issuance of 520,145 additional shares of Series B Preferred Stock with a market value on the payment date of approximately $8,885,000. As of December 27, 2020, the Series B Preferred Stock consisted of 1,183,272 shares outstanding with a balance of $21,788,000. The Company declared preferred dividends to the holders of the Series B Preferred Stock totaling $517,000 during the fiscal year ended December 27, 2020. Series A Fixed Rate Cumulative Preferred Stock On June 8, 2018, the Company filed a Certificate of Designation of Rights and Preferences of Series A Fixed Rate Cumulative Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of the State of Delaware (the “Certificate of Designation”), designating a total of 100,000 shares of Series A Preferred Stock. The Company issued 100,000 shares of Series A Preferred stock in the following two transactions: (i) On June 7, 2018, the Company entered into a Subscription Agreement for the issuance and sale (the “Series A Offering”) of 800 units (the “Units”), with each Unit consisting of (i) 100 shares of the Company’s newly designated Series A Fixed Rate Cumulative Preferred Stock (the “Series A Preferred Stock”) and (ii) warrants (the “Series A Warrants”) to purchase 127 shares of the Company’s common stock at $7.83 per share. The sales price of each Unit was $10,000, resulting in gross proceeds to the Company from the initial closing of $8,000,000 and the issuance of 80,000 shares of Series A Preferred Stock and Series A Warrants to purchase 102,125 shares of common stock (the “Subscription Warrants”). (ii) On June 27, 2018, the Company entered into a Note Exchange Agreement, as amended, under which it agreed with FCCG to exchange all but $950,000 of the remaining balance of the Company’s outstanding Promissory Note issued to the FCCG on October 20, 2017, in the original principal amount of $30,000,000 (the “Note”). At the time, the Note had an estimated outstanding balance of principal plus accrued interest of $10,222,000 (the “Note Balance”). On June 27, 2018, $9,272,053 of the Note Balance was exchanged for shares of capital stock of the Company and warrants in the following amounts (the “Exchange Shares”): ● $2,000,000 of the Note Balance was exchanged for 200 Units consisting of 20,000 shares of Series A Fixed Rate Cumulative Preferred Stock of the Company at $100 per share and Series A Warrants to purchase 25,530 of the Company’s common stock at an exercise price of $7.83 per share (the “Exchange Warrants”); and ● $7,272,053 of the Note Balance was exchanged for 1,010,420 shares of common stock of the Company, representing an exchange price of $7.20 per share, which was the closing trading price of the common stock on June 26, 2018. On July 13, 2020, the Company entered into the following transactions pertaining to the outstanding Series A Preferred Stock: 1. The Company entered into an agreement to redeem 80,000 outstanding shares of the Series A Preferred Stock, plus accrued dividends thereon, held by Trojan Investments, LLC pursuant to a Stock Redemption Agreement that provides for the redemption at face value of a portion of such shares for cash from the proceeds of the Offering and the balance to be redeemed in $2 million tranches every six months, with the final payment due by December 31, 2021. 2. The Company redeemed 5,000 outstanding shares of Series A Preferred Stock, plus accrued dividends thereon, held by Ridgewood Select Value Fund LP and its affiliate at face value for cash from the proceeds of the Offering. 3. The Company exchanged 15,000 outstanding shares of Series A Preferred Stock, plus accrued dividends thereon, held by FCCG at face value for shares of Series B Preferred Stock valued at $25.00 per share. The Company classifies the Series A Preferred Stock as debt. As of December 27, 2020, there were 80,000 shares of Series A Preferred Stock outstanding, with a balance of $7,961,000 which is net of debt offering costs of $5,000. The Company recognized interest expense on the Series A Preferred Stock of $1,367,000 for the fiscal year ended December 27, 2020, which includes accretion expense of $42,000 as well as $6,000 for the amortization of debt offering costs. For the 2019 fiscal year, the Company recognized interest expense on the Series A Preferred Stock of $1,415,000, which includes accretion expense of $22,000 and $3,000 for the amortization of debt offering costs. The year-to-date effective interest rate for the Series A Preferred Stock for 2020 was 15.0%. 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 per share plus any accrued and unpaid dividends, which could be settled in cash or common stock of the Company, at the option of the holder (the “Conversion Option”). If a holder elected to receive common stock, the shares would be issued based on the 20-day volume weighted average price of the common stock immediately preceding the date of the holder’s redemption notice. 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 $2,403,000 and recorded a derivative liability in that amount, together with an offsetting reduction in Additional Paid-In Capital. 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 of the outstanding shares agreed to a full redemption in periodic cash payments. FCCG, the holder of the remaining 15,000 outstanding shares, agreed to redeem its Series A Preferred Stock in exchange for newly issued Series B Preferred Stock of the Company. As a result of these agreements, the Conversion Option was terminated for all holders as of July 13, 2020. Immediately prior to the termination, the fair value of the Conversion Option was determined to be $1,516,000 and resulted in the recognition of $887,000 in income from the decrease in the value of the derivative liability. With the termination of the Conversion Option, the $1,516,000 remaining balance in derivative liability was written off with an offsetting credit to Additional Paid-in Capital. Series A-1 Fixed Rate Cumulative Preferred Stock On July 3, 2018, the Company filed a Certificate of Designation of Rights and Preferences of Series A-1 Fixed Rate Cumulative Preferred Stock (the “Series A-1 Certificate of Designation”) with the Secretary of State of the State of Delaware, designating a total of 200,000 shares of Series A-1 Fixed Rate Cumulative Preferred Stock (the “Series A-1 Preferred Stock”). The Company issued 45,000 shares of Series A-1 Preferred Stock. The Company classified the Series A-1 Preferred Stock as long-term debt because it contained an obligation to issue a variable number of common shares for a fixed monetary amount. On July 13, 2020, the Company entered into a Settlement, Redemption and Release Agreement (the “Series A-1 Agreement”) with the holders of the Series A-1 Preferred Stock, to exchange all outstanding shares of Series A-1 Preferred Stock for shares of newly issued Series B Preferred. The Series A-1 Agreement also included a negotiated $300,000 reduction in the redemption value of the Series A-1 Preferred Stock. The Company recognized a $221,000 gain as a result of the reduction during the year ended December 27, 2020. Prior to the exchange, the Company recognized interest expense on the Series A-1 Preferred Stock of $87,000 for the year ended December 27, 2020, which included a net reduction in the debt discount of $15,000, as well as $3,000 in amortization of debt offering costs. The Company recognized interest expense on the Series A-1 Preferred Stock of $309,000 for the fiscal year ended December 29, 2019, which included recognized accretion expense of $32,000 and $7,000 for the amortization of debt offering costs. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 27, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Due from Affiliates On April 24, 2020, the Company entered into an Intercompany Revolving Credit Agreement with FCCG (“Intercompany Agreement”). The Company had previously extended credit to FCCG pursuant to a certain Intercompany Promissory Note (the “Original Note”), dated October 20, 2017, with an initial principal balance of $11,906,000. Subsequent to the issuance of the Original Note, the Company and certain of its direct or indirect subsidiaries made additional intercompany advances. Pursuant to the Intercompany Agreement, the revolving credit facility was subject to an interest at a rate of 10% per annum, had a five-year term with no prepayment penalties, and had a maximum capacity of $35,000,000. All additional borrowings under the Intercompany Agreement were subject to the approval of the Board of Directors, in advance, on a quarterly basis and were subject to other conditions as set forth by the Company. The initial balance under the Intercompany Agreement totaled $21,067,000 including the balance of the Original Note, borrowings subsequent to the Original Note, accrued and unpaid interest income, and other adjustments through December 29, 2019. Effective with the Merger with FCCG, the Intercompany Agreement was terminated and intercompany balances are eliminated in consolidation. 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 was entitled to a 15% priority return on the outstanding balance of the investment (the “Preferred Return”). Any available cash flows from HSD on a quarterly basis were 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 were to be fully repaid, together with all previously accrued but unpaid Preferred Return. FCCG unconditionally guaranteed repayment of the Preferred Interest in the event HSD failed to do so. Effective with the Merger with FCCG, the Preferred Interest was terminated and intercompany balances are eliminated in consolidation. During the year ended December 27, 2020, the Company recorded a receivable from FCCG in the amount of $158,000 under the Tax Sharing Agreement, which was added to the intercompany receivable. During the fiscal year ended December 29, 2019, the Company recorded a payable to FCCG in the amount of $51,000 under the Tax Sharing Agreement, which was offset against the intercompany receivable. The Tax Sharing Agreement was terminated following the Merger. (See Note 9). |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 27, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Note 14. SHAREHOLDERS’ EQUITY As of December 27, 2020 and December 29, 2019, the total number of authorized shares of common stock was 25,000,000, and there were 11,926,264 and 11,860,299 shares of common stock outstanding, respectively. Below are the changes to the Company’s common stock during the fiscal year ended December 27, 2020: ● On February 11, 2020, the non-employee members of the board of directors elected to receive their compensation in shares of the Company’s common stock in lieu of cash. As such, the Company issued a total of 16,360 shares of common stock at a value of $4.585 per share to the non-employee members of the board of directors as consideration for accrued directors’ fees. ● On May 12, 2020, the non-employee members of the board of directors elected to receive their compensation in shares of the Company’s common stock in lieu of cash. As such, the Company issued a total of 13,677 shares of common stock at a value of $3.29 per share to the non-employee members of the board of directors as consideration for accrued directors’ fees. ● On August 4, 2020, certain non-employee members of the board of directors elected to receive their compensation in shares of the Company’s common stock in lieu of cash. As such, the Company issued a total of 35,928 shares of common stock at a value of $3.34 per share to these non-employee members of the board of directors as consideration for accrued directors’ fees. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 27, 2020 | |
Equity [Abstract] | |
Share-Based Compensation | Note 15. SHARE-BASED COMPENSATION Effective September 30, 2017, the Company adopted the 2017 Omnibus Equity Incentive Plan (the “Plan”). The Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, FAT Brands Inc. and its subsidiaries. The Plan provides a maximum of 1,021,250 shares available for grant. All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually. The Company’s stock option activity for fiscal year ended December 27, 2020 can be summarized as follows: Number of Shares Weighted Weighted Average Remaining Contractual Stock options outstanding at December 29, 2019 722,481 $ 8.45 7.5 Grants 91,908 $ 5.90 9.8 Forfeited (158,284 ) $ 7.98 7.7 Expired - $ - - Stock options outstanding at December 27, 2020 656,105 $ 8.21 7.8 Stock options exercisable at December 27, 2020 453,566 $ 9.34 7.3 The range of assumptions used in the Black-Scholes valuation model to record the stock-based compensation are as follows: Including Non-Employee Options Expected dividend yield 0% - 10.43 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.32% - 2.85 % Expected term (in years) 5.50 – 5.75 The Company recognized share-based compensation expense in the amount of $99,000 and $262,000 during the fiscal years ended December 27, 2020 and December 29, 2019, respectively. As of December 27, 2020, there remains $152,000 of share-based compensation expense relating to non-vested grants, which will be recognized over the remaining vesting period, subject to future forfeitures. |
Warrants
Warrants | 12 Months Ended |
Dec. 27, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Note 16. WARRANTS Warrant Repurchases On July 30, 2020, the Company entered into an agreement (the “Lender Warrant Purchase Agreement”) to reacquire for $249,500, warrants that had been issued on July 3, 2018 and which granted the right to purchase 509,604 shares of the Company’s common stock at an exercise price of $7.20 per share (the “Lender Warrant”). The Lender Warrant was issued as part of the former $16 million credit facility with FB Lending, LLC, which was repaid on January 29, 2019. The Lender Warrant was valued at $592,000 at the date of grant and may have been exercised at any time beginning on the issue date and ending on July 3, 2023. On August 11, 2020, the Company purchased a portion of the outstanding Placement Agent Warrants for $12,626. The reacquired Placement Agent Warrants were issued on July 3, 2018 and granted the right to purchase 25,787 shares of the Company’s common stock at an exercise price of $7.20 per share. As of December 27, 2020, there were remaining outstanding Placement Agent Warrants granting rights to purchase 40,904 shares of the Company’s common stock at an exercise price of $7.20 per share. Between August 19, 2020 and December 7, 2020, the Company engaged in several open market purchases of the 2020 Series B Offering Warrants. For payment of total consideration of $479,789, the Company acquired warrants which had been issued on July 16, 2020 and which granted the right to purchase a total of 284,290 shares of the Company’s common stock at an exercise price of $5.00 per share. As a result of these transactions, the remaining outstanding 2020 Series B Offering Warrants grant rights to purchase 1,899,910 shares of the Company’s common stock, beginning on the earlier of one year from the date of issuance or the consummation of a consolidation, merger or other similar business combination transaction involving the Company and FCCG. Warrant Exchange In connection with the July 13, 2020 Offering of 8.25% Series B Cumulative Preferred Stock, the Company entered into agreements with certain holders of the Original Series B Preferred to exchange the 34,224 outstanding Series B Warrants for 285,200 new Series B Offering Warrants valued at $292,000, pursuant to Warrant Exchange Agreements, in consideration of their consent to amend and restate the terms of the Series B Cumulative Preferred Stock. As a result of the warrant exchange the Company recognized a loss of $271,000. (See Note 12) The original Series B Warrants had been issued between October 3, 2019 and December 29, 2019, in connection with the sale of Original Series B Preferred and granted the right to purchase 34,284 shares of the Company’s common stock at an exercise price of $8.50 per share, exercisable for a period of five years from October 3, 2019. Outstanding Warrants As of December 27, 2020, the Company had the following outstanding warrants to purchase shares of its common stock: ● Warrants issued on October 20, 2017 to purchase 81,700 shares of the Company’s common stock granted to the selling agent in the Company’s Initial Public Offering (the “Common Stock Warrants”). The Common Stock Warrants are exercisable commencing April 20, 2018 through October 20, 2022. The exercise price for the Common Stock Warrants is $14.69 per share, and the Common Stock Warrants were valued at $124,000 at the date of grant. The Common Stock Warrants provide that upon exercise, the Company may elect to redeem the Common Stock Warrants in cash by paying the difference between the applicable exercise price and the then-current fair market value of the common stock. ● Warrants issued on June 7, 2018 to purchase 102,125 shares of the Company’s common stock at an exercise price of $7.83 per share (the “Subscription Warrants”). The Subscription Warrants were issued as part of the Subscription Agreement (see Note 12). The Subscription Warrants were valued at $87,000 at the date of grant. The Subscription Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on June 27, 2018 to purchase 25,530 shares of the Company’s common stock at an exercise price of $7.83 per share (the “Exchange Warrants”). The Exchange Warrants were issued as part of the Exchange (See Note 12). The Exchange Warrants were valued at $25,000 at the date of grant. The Exchange Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on July 3, 2018 to purchase 57,439 shares of the Company’s common stock at an exercise price of $7.83 per share (the “Hurricane Warrants”). The Hurricane Warrants were issued as part of the acquisition of Hurricane. The Hurricane Warrants were valued at $58,000 at the date of grant. The Hurricane Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on July 3, 2018 to purchase 40,904 shares of the Company’s common stock at an exercise price of $7.20 per share (the “Placement Agent Warrants”). The Placement Agent Warrants were issued to the placement agents of the $16 million credit facility with FB Lending, LLC (See Note 11). The remaining Placement Agent Warrants had been valued at $48,000 at the date of grant. The Placement Agent Warrants may be exercised at any time or times beginning on the issue date and ending on the five-year anniversary of the issue date. ● Warrants issued on June 19, 2019, in connection with the acquisition of Elevation Burger (See Note 3), to purchase 46,875 shares of the Company’s common stock at an exercise price of $8.00 per share (the “Elevation Warrant”), exercisable for a period of five years, but only in the event of a merger of the Company and FCCG, commencing on the second business day following the potential merger and ending on the five year anniversary thereafter. The Elevation Warrants were not valued at the date of grant due to the contingency relating to their exercise. ● Warrants issued between October 3, 2019 and December 29, 2019, in connection with the sale of Series B Units, to purchase 60 shares of the Company’s common stock at an exercise price of $8.50 per share (the “Series B Warrants”), exercisable for a period of five years from October 3, 2019. These warrants have not yet been presented by the holders for exchange with 2020 Series B Offering Warrants (See Note 12). ● Warrants issued on July 16, 2020, in connection with Series B Preferred Stock Offering (See Note 12), to purchase 1,899,910 shares of the Company’s common stock at an exercise price of $5.00 per share (the “2020 Series B Offering Warrants”), exercisable beginning on the earlier of one year from the date of issuance or the consummation of a consolidation, merger or other similar business combination transaction involving the Company (or any of its subsidiaries) and FCCG, and will expire on July 16, 2025. The Series B Offering Warrants were valued at $1,926,000 at the date of grant. ● Warrants issued on July 16, 2020, to purchase 2020 Series B Offering Warrants, which would grant the holder the right to purchase 18,990 shares of the Company’s common stock at an exercise price of $5.00 per share (the “2020 Series B Offering Warrants”), exercisable beginning on the earlier of one year from the date of issuance or the consummation of a consolidation, merger or other similar business combination transaction involving the Company (or any of its subsidiaries) and its parent company, FCCG, and will expire on July 16, 2025. The exercise price to purchase the 2020 Series B Offering Warrant is $0.01 per underlying share of common stock. These warrants were valued at $64,000 at the date of grant. The Company’s warrant activity for the fiscal year ended December 27, 2020 is as follows: Number of Weighted Weighted Warrants outstanding at December 29, 2019 2,091,652 $ 3.57 3.4 Grants 2,203,190 $ 4.96 4.5 Forfeited (2,021,309 ) $ 2.71 3.6 Warrants outstanding at December 27, 2020 2,273,533 $ 5.68 4.3 Warrants exercisable at December 27, 2020 2,273,533 $ 5.68 4.3 The range of assumptions used to establish the value of the warrants using the Black-Scholes valuation model are as follows: Warrants Expected dividend yield 4.00% - 6.63 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.99% - 1.91 % Expected term (in years) 3.80 - 5.00 In addition to the warrants to purchase common stock described above, the Company has also granted the following warrants on other securities to the underwriters in connection with the Series B Preferred Stock Offering (See Note 12): ● Warrants issued on July 16, 2020, to purchase 3,600 shares of the Company’s Series B Preferred Stock at an exercise price of $24.95 per share, exercisable beginning on the earlier of one year from the date of issuance or the consummation of a consolidation, merger or other similar business combination transaction involving the Company (or any of its subsidiaries) and its parent company, FCCG, and will expire on July 16, 2025. The Series B Offering Warrants were valued at $2,000 at the date of grant. |
Dividends on Common Stock
Dividends on Common Stock | 12 Months Ended |
Dec. 27, 2020 | |
Equity [Abstract] | |
Dividends on Common Stock | Note 17. DIVIDENDS ON COMMON STOCK In connection with the acquisition of FCCG by the Company, in December 2020, the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of our Common Stock, other than FCCG, on the record date, consisting of 0.2319998077 shares of the Company’s Series B Preferred Stock for each outstanding share of Common Stock held by such stockholders. The value of fractional shares of Series B Preferred Stock was paid in cash and totaled approximately $29,000. The Special Dividend was paid on December 23, 2020 and resulted in the issuance of 520,145 additional shares of Series B Preferred Stock with a market value on the payment date of approximately $8,885,000. The Company declared a stock dividend on February 7, 2019 equal to 2.13% on its common stock, representing the number of shares equal to $0.12 per share of common stock based on the closing price as of February 6, 2019. The stock dividend was paid on February 28, 2019 to stockholders of record as of the close of business on February 19, 2019. The Company issued 245,376 shares of common stock at a per share price of $5.64 in satisfaction of the stock dividend. No fractional shares were issued, instead the Company paid stockholders cash-in-lieu of shares. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies Litigation Eric Rojany, et al. v. FAT Brands Inc., et al. Daniel Alden, et al. v. FAT Brands Inc., et al. On June 7, 2018, FAT Brands, Inc., Andrew Wiederhorn, Ron Roe, James Neuhauser, Edward H. Rensi, Marc L. Holtzman, Squire Junger, Silvia Kessel, Jeff Lotman, Fog Cutter Capital Group Inc., and Tripoint Global Equities, LLC (collectively, the “Original Defendants”) were named as defendants in a putative securities class action lawsuit entitled Rojany v. FAT Brands, Inc. Rojany Adam Vignola, et al. v. FAT Brands Inc., et al. On August 24, 2018, the Original Defendants were named as defendants in a putative securities class action lawsuit entitled Vignola v. FAT Brands, Inc. Vignola Rojany Stratford Holding LLC v. Foot Locker Retail Inc. (U.S. District Court for the Western District of Oklahoma, Case No. 5:12-cv-00772-HE) In 2012 and 2013, two property owners in Oklahoma City, Oklahoma sued numerous parties, including Foot Locker Retail Inc. and our subsidiary Fog Cutter Capital Group Inc. (now known as Fog Cutter Acquisition, LLC), for alleged environmental contamination on their properties, stemming from dry cleaning operations on one of the properties. The property owners seek damages in the range of $12 million to $22 million. From 2002 to 2008, a former Fog Cutter subsidiary managed a lease portfolio, which included the subject property. Fog Cutter denies any liability, although it did not timely respond to one of the property owners’ complaints and several of the defendants’ cross-complaints and thus is in default. The parties are currently conducting discovery, and the matter is scheduled for trial for November 2021. The Company is unable to predict the ultimate outcome of this matter, however, reserves have been recorded on the balance sheet relating to this litigation. There can be no assurance that the defendants will be successful in defending against these actions. SBN FCCG LLC v FCCGI (Los Angeles Superior Court, Case No. BS172606) SBN FCCG LLC (“SBN”) filed a complaint against Fog Cutter Capital Group, Inc. (“FCCG”) in New York state court for an indemnification claim (the “NY case”) stemming from an earlier lawsuit in Georgia regarding a certain lease portfolio formerly managed by a former FCCG subsidiary. In February 2018, SBN obtained a final judgment in the NY case for a total of $651,290, which included $225,030 in interest dating back to March 2012. SBN then obtained a sister state judgment in Los Angeles Superior Court, Case No. BS172606 (the “California case”), which included the $651,290 judgment from the NY case, plus additional statutory interest and fees, for a total judgment of $656,543. In May 2018, SBN filed a cost memo, requesting an additional $12,411 in interest to be added to the judgment in the California case, for a total of $668,954. In May 2019, the parties agreed to settle the matter for $580,000, which required the immediate payment of $100,000, and the balance to be paid in August 2019. FCCG wired $100,000 to SBN in May 2019, but has not yet paid the remaining balance of $480,000. The parties have not entered into a formal settlement agreement, and they have not yet discussed the terms for the payment of the remaining balance. The Company is involved in other claims and legal proceedings from time-to-time that arise in the ordinary course of business, including those involving the Company’s franchisees. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its business, financial condition, results of operations, liquidity or capital resources. As of December 27, 2020, the Company had accrued an aggregate of $5.68 million for the specific matters mentioned above and claims and legal proceedings involving franchisees as of that date. Operating Leases The Company leases corporate headquarters located in Beverly Hills, California comprising 6,137 square feet of space, pursuant to a lease that expires on September 29, 2025, as well as an additional 2,915 square feet of space pursuant to a lease amendment that expires on February 29, 2024. The Company leases 1,775 square feet of space in Plano, Texas for pursuant to a lease that expires on March 31, 2021. When the Company acquired Johnny Rockets, it assumed control of nine restaurant locations which are now being marketed as part of our refranchising efforts. Each location is subject to a real estate lease. The Company believes that all existing facilities are in good operating condition and adequate to meet current and foreseeable needs. Additional information related to the Company’s operating leases are disclosed in Note 10. |
Geographic Information and Majo
Geographic Information and Major Franchisees | 12 Months Ended |
Dec. 27, 2020 | |
Geographic Information And Major Franchisees | |
Geographic Information and Major Franchisees | Note 19. geographic information AND MAJOR FRANCHISEES R Fiscal Year Ended Fiscal Year Ended United States $ 14,146 $ 18,624 Other countries 3,972 3,881 Total revenues $ 18,118 $ 22,505 Revenues are shown based on the geographic location of our licensee restaurants. All our assets are located in the United States. During the fiscal years ended December 27, 2020 and December 29, 2019, no individual franchisee accounted for more than 10% of the Company’s revenues. |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 27, 2020 | |
Segment Reporting [Abstract] | |
Operating Segments | NOTE 20. OPERATING SEGMENTS With minor exceptions, the Company’s operations are comprised exclusively of franchising a growing portfolio of restaurant brands. The Company’s growth strategy is centered on expanding the footprint of existing brands and acquiring new brands through a centralized management organization which provides substantially all executive leadership, marketing, training and accounting services. While each brand could be considered an individual business segment, the nature of the Company’s business is consistent across our portfolio. Consequently, while management assesses the progress of its operations by brand, these operations may be aggregated into one reportable segment in the Company’s financial statements. As part of its ongoing franchising efforts, the Company will, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations. During the refranchising period, the Company may operate the restaurants. The chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial performance and allocates resources at an overall level on a recurring basis. Therefore, management has determined that the Company has one reportable segment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 27, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21. SUBSEQUENT EVENTS Pursuant to FASB ASC 855, Management has evaluated all events and transactions that occurred from December 27, 2020 through the date of issuance of these audited consolidated financial statements. During this period, the Company did not have any significant subsequent events. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 27, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 27, 2020 Dollars in thousands Balance at Charged to Deductions/ Recoveries Balance at Allowance for: Trade notes and accounts receivable $ 744 $ 981 $ (612 ) $ 1,113 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 27, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of operations rd |
Principles of Consolidation | Principles of consolidation |
Use of Estimates in the Preparation of the Consolidated Financial Statements | Use of estimates in the preparation of the consolidated financial statements |
Financial Statement Reclassification | Financial statement reclassification |
Credit and Depository Risks | Credit and Depository Risks The Company maintains cash deposits in national financial institutions. From time to time the balances for these accounts exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insured amount. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account. As of December 27, 2020, the Company had uninsured deposits in the amount of $6,047,299. As of December 29, 2019, the Company had no accounts with uninsured balances. |
Restricted Cash | Restricted Cash – |
Accounts Receivable | Accounts receivable |
Trade Notes Receivable | Trade notes receivable – |
Assets Classified as Held for Sale | Assets classified as held for sale – |
Goodwill and Other Intangible Assets | Goodwill and other intangible assets |
Fair Value Measurements | Fair Value Measurements - ● Level 1 inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. ● Level 3 inputs are unobservable and reflect the Company’s own assumptions. Other than a derivative liability that existed during part of 2020 and the contingent consideration payable liabilities, the Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP (See Note 12). None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. |
Income Taxes | Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A two-step approach is utilized to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. |
Franchise Fees | Franchise Fees: The franchise fee may be adjusted at management’s discretion or in a situation involving store transfers between franchisees. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. |
Royalties | Royalties – |
Advertising | Advertising – |
Share-based Compensation | Share-based compensation |
Earnings Per Share | Earnings per share Earnings Per Share The Company declared a stock dividend on February 7, 2019 and issued 245,376 shares of common stock in satisfaction of the stock dividend (See Note 17). Unless otherwise noted, earnings per share and other share-based information for 2019 have been adjusted retrospectively to reflect the impact of that stock dividend. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes: |
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 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) | 12 Months Ended |
Dec. 27, 2020 | |
Fog Cutter Capital Group Inc [Member] | |
Schedule of Allocation of Tangible and Intangible Assets Acquired | The Merger resulted in the following assets and liabilities being included in the consolidated financial statements of the Company as of the Merger date. Due to the previous relationship between the parties, these amounts were carried over at FCCG’s book value (in thousands): Prepaid assets $ 33 Deferred tax assets 21,605 Other assets 100 Accounts payable (926 ) Accrued expense (6,846 ) Current portion of debt (12,486 ) Litigation reserve (3,980 ) Due to affiliates (43,653 ) Total net identifiable liabilities (net deficit) $ (46,153 ) |
Schedule of Proforma Revenue and Net (Loss) Income | This proforma information does not purport to represent what the actual results of operations of the Company would have been had the Merger occurred on that date, nor does it purport to predict the results of operations for future periods. Fiscal Year Ended December 27, 2020 December 29, 2019 Revenues $ 18,118 $ 22,505 Net loss $ (14,626 ) $ (7,872 ) |
Johnny Rockets [Member] | |
Schedule of Allocation of Tangible and Intangible Assets Acquired | The preliminary allocation of the consideration to the preliminary valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 812 Accounts receivable 1,452 Assets held for sale 10,765 Goodwill 1,461 Other intangible assets 26,900 Deferred tax assets 2,836 Other assets 438 Accounts payable (1,113 ) Accrued expenses (3,740 ) Deferred franchise fees (4,988 ) Operating lease liability (10,028 ) Other liabilities (65 ) Total net identifiable assets $ 24,730 |
Schedule of Proforma Revenue and Net (Loss) Income | This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of Johnny Rockets occurred on this date nor does it purport to predict the results of operations for future periods. Fiscal Year Ended December 27, 2020 December 29, 2019 Revenues $ 23,863 $ 38,216 Net (loss) income $ (15,260 ) $ 4,971 |
Elevation Burger [Member] | |
Schedule of Allocation of Tangible and Intangible Assets Acquired | The assessment of the fair value of the net assets and liabilities acquired by the Company for the acquisition of Elevation Burger was $7,193,000. The allocation of the consideration to the valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 10 Goodwill 521 Other intangible assets 7,140 Other assets 558 Current liabilities (91 ) Deferred franchise fees (758 ) Other liabilities (187 ) Total net identifiable assets $ 7,193 |
Refranchising (Tables)
Refranchising (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Refranchising | |
Schedule of Remaining Assets Classified as Held for Sale | As a result, the following assets have been classified as held for sale on the accompanying audited consolidated balance sheet as of December 27, 2020 and December 29, 2019 (in thousands): December 27, 2020 December 29, 2019 Property, plant and equipment $ 1,352 $ 1,912 Operating lease right of use assets 9,479 3,216 Total $ 10,831 $ 5,128 |
Schedule of Gain on Refranchising Restaurant Costs and Expenses | The following table highlights the results of the Company’s refranchising program during 2020 and 2019 (in thousands): Fiscal year ended Fiscal year ended Restaurant costs and expenses, net of revenue $ (2,364 ) $ (2,014 ) (Loss) gains on store sales or closures (1,463 ) 1,795 Refranchising loss $ (3,827 ) $ (219 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in thousands): December 27, 2020 December 29, 2019 Goodwill: Fatburger $ 529 $ 529 Buffalo’s 5,365 5,365 Hurricane 2,772 2,772 Ponderosa - 1,462 Yalla 261 263 Elevation Burger 521 521 Johnny Rockets 1,461 - Total goodwill $ 10,909 $ 10,912 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Other intangible assets consist of trademarks and franchise agreements that were classified as identifiable intangible assets at the time of the brands’ acquisition by the Company or by FCCG prior to FCCG’s contribution of the brands to the Company at the time of the initial public offering (in thousands): December 27, 2020 December 29, 2019 Trademarks: Fatburger $ 2,135 $ 2,135 Buffalo’s 27 27 Hurricane 6,840 6,840 Ponderosa 300 7,230 Yalla 776 1,530 Elevation Burger 4,690 4,690 Johnny Rockets 20,300 - Total trademarks 35,068 22,452 Franchise agreements: Hurricane – cost 4,180 4,180 Hurricane – accumulated amortization (804 ) (482 ) Ponderosa – cost 1,477 1,640 Ponderosa – accumulated amortization (337 ) (243 ) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (761 ) (263 ) Johnny Rockets – cost 6,600 - Johnny Rockets – accumulated amortization (162 ) - Total franchise agreements 12,643 7,282 Total Other Intangible Assets $ 47,711 $ 29,734 |
Schedule of Future Amortization | The expected future amortization of the Company’s capitalized franchise agreements is as follows (in thousands): Fiscal year: 2021 $ 1,526 2022 1,526 2023 1,526 2024 1,220 2025 1,027 Thereafter 5,818 Total $ 12,643 |
Deferred Income (Tables)
Deferred Income (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Contract with Customer, Liability [Abstract] | |
Schedule of Deferred Income | Deferred income is as follows (in thousands): December 27, 2020 December 29, 2019 Deferred franchise fees $ 10,003 $ 5,417 Deferred royalties 291 422 Deferred vendor incentives 692 303 Total $ 10,986 $ 6,142 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 27, 2020 December 29, 2019 Deferred tax assets (liabilities) Net federal and state operating loss carryforwards $ 24,463 $ 830 Deferred revenue 2,681 1,353 Intangibles (5,820 ) (614 ) Deferred state income tax (240 ) (27 ) Reserves and accruals 2,185 208 Interest expense carryforward 4,858 - Tax credits 466 244 Share-based compensation 228 192 Interest expense 1,631 - Fixed assets 504 (137 ) Operating lease right of use assets (1,271 ) (960 ) Operating lease liabilities 1,269 991 Valuation allowance (513 ) (49 ) Other 110 1 Total $ 30,551 $ 2,032 |
Schedule of Components of the Income Tax (Benefit) Expense | Components of the income tax (benefit) expense are as follows (in thousands): Fiscal Year Ended Fiscal Year Ended 2019 Current Federal $ (118 ) $ 29 State 40 34 Foreign 466 244 388 307 Deferred Federal (3,199 ) 291 State (878 ) (88 ) (4,077 ) 203 Total income tax (benefit) expense $ (3,689 ) $ 510 |
Schedule of Statutory Income Tax Rate to Pretax Income | Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in thousands): Fiscal Year Ended Fiscal Year Ended December 27, 2020 December 29, 2019 Tax benefit at statutory rate $ (3,895 ) $ (107 ) State and local income taxes (661 ) (43 ) Foreign taxes 466 244 Tax credits (222 ) (24 ) Dividends on preferred stock 138 372 Meals and entertainment (16 ) 42 Goodwill impairment 417 - Other 84 26 Total income tax (benefit) expense $ (3,689 ) $ 510 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Leases [Abstract] | |
Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases | Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): December 27, December 29, Right of use assets $ 13,948 $ 4,076 Lease liabilities $ 14,651 $ 4,206 |
Schedule of Contractual Future Maturities of Operating Lease Liabilities | The contractual future maturities of the Company’s operating lease liabilities as of December 27, 2020, including anticipated lease extensions, are as follows (in thousands): Fiscal year: 2021 $ 3,009 2022 3,182 2023 3,275 2024 3,137 2025 2,791 Thereafter 4,854 Total lease payments 20,248 Less imputed interest 5,597 Total $ 14,651 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information for the fiscal year ended December 27, 2020 related to leases is as follows (in thousands): Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 1,202 Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities $ 14,500 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Schedule of FCCG Merger | The following debt of FCCG was assumed by Fog Cutter Acquisition LLC, a subsidiary of the Company, as part of the Merger (in thousands): December 27, 2020 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. $ 1,977 Note payable to a private lender. The note bears interest at a fixed rate of 12% and is unsecured. Interest is due monthly in arrears. The note matures on May 21, 2021. 2,871 Note payable to a private lender. The note bears interest at a fixed rate of 15%. The note matures May 21, 2021. 17 Note payable to a private lender. The note bears interest at a fixed rate of 12%. Interest is due monthly in arrears. The note matures May 21, 2021. 762 Consideration payable to former FCCG shareholders issued in redemption of fractional shares of FCCG’s stock. The consideration is unsecured and non-interest bearing and is due and payable on May 21, 2021. 6,864 Total $ 12,491 |
Securitization Notes [Member] | |
Schedule of Securitization of Notes | The Securitization Notes issued in March 2020 consist of the following (the “Series A and B Notes”): Note Public Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date A-2 BB Senior $ 20,000,000 6.50 % 4/27/2021 4/27/2026 B-2 B Senior Subordinated $ 20,000,000 9.00 % 4/27/2021 4/27/2026 |
Series M-2 Notes [Member] | |
Schedule of Securitization of Notes | The Series M-2 Notes consist of the following: Note Seniority Issue Amount Coupon First Call Date Final Legal Maturity Date M-2 Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually. The Company’s stock option activity for fiscal year ended December 27, 2020 can be summarized as follows: Number of Shares Weighted Weighted Average Remaining Contractual Stock options outstanding at December 29, 2019 722,481 $ 8.45 7.5 Grants 91,908 $ 5.90 9.8 Forfeited (158,284 ) $ 7.98 7.7 Expired - $ - - Stock options outstanding at December 27, 2020 656,105 $ 8.21 7.8 Stock options exercisable at December 27, 2020 453,566 $ 9.34 7.3 |
Schedule of Assumptions Used for Stock-based Compensation | The range of assumptions used in the Black-Scholes valuation model to record the stock-based compensation are as follows: Including Non-Employee Options Expected dividend yield 0% - 10.43 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.32% - 2.85 % Expected term (in years) 5.50 – 5.75 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Warrant Activity | The Company’s warrant activity for the fiscal year ended December 27, 2020 is as follows: Number of Weighted Weighted Warrants outstanding at December 29, 2019 2,091,652 $ 3.57 3.4 Grants 2,203,190 $ 4.96 4.5 Forfeited (2,021,309 ) $ 2.71 3.6 Warrants outstanding at December 27, 2020 2,273,533 $ 5.68 4.3 Warrants exercisable at December 27, 2020 2,273,533 $ 5.68 4.3 |
Schedule of Assumptions Used for Stock-based Compensation, Warrants | The range of assumptions used to establish the value of the warrants using the Black-Scholes valuation model are as follows: Warrants Expected dividend yield 4.00% - 6.63 % Expected volatility 30.23% - 31.73 % Risk-free interest rate 0.99% - 1.91 % Expected term (in years) 3.80 - 5.00 |
Geographic Information and Ma_2
Geographic Information and Major Franchisees (Tables) | 12 Months Ended |
Dec. 27, 2020 | |
Geographic Information And Major Franchisees | |
Schedule of Revenues by Geographic Area | R Fiscal Year Ended Fiscal Year Ended United States $ 14,146 $ 18,624 Other countries 3,972 3,881 Total revenues $ 18,118 $ 22,505 |
Organization and Relationships
Organization and Relationships (Details Narrative) | Sep. 21, 2020USD ($) | Jul. 16, 2020USD ($)$ / sharesshares | Jul. 13, 2020$ / sharesshares | Mar. 06, 2020USD ($) | Oct. 20, 2017 | Dec. 27, 2020USD ($)Integer | Dec. 29, 2019USD ($) | Dec. 30, 2018USD ($) |
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 (the "Offering") | |||||||
Initial public offering percentage | 20.00% | |||||||
Franchising brands and locations, description | The Company owns and franchises nine restaurant brands through various wholly owned subsidiaries: Fatburger, Johnny Rockets, Buffalo's Cafe, Buffalo's Express, Hurricane Grill & Wings, Ponderosa Steakhouses, Bonanza Steakhouses, Yalla Mediterranean and Elevation Burger. Combined, these brands have over 700 locations open 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 | |||||||
Loss from operations | $ (15,098,000) | $ 5,918,000 | ||||||
Net loss | (14,860,000) | (1,018,000) | ||||||
Cash provided by operating activities | (11,484,000) | 1,594,000 | ||||||
Stockholders equity | (41,883,000) | $ 5,378,000 | $ 5,739,000 | |||||
Series B Preferred Stock [Member] | ||||||||
Number of warrants to purchase preferred stock | shares | 3,600 | |||||||
Warrants purchase price per share | $ / shares | $ 24.95 | |||||||
Underwriting Agreement [Member] | ||||||||
Net proceeds offering amount | $ 8,122,000 | |||||||
Underwriting and offering costs | $ 878,000 | |||||||
Underwriting Agreement [Member] | 2020 Series B Warrants [Member] | ||||||||
Number of warrants to purchase preferred stock | shares | 1,800,000 | |||||||
Warrants purchase price per share | $ / shares | $ 5 | |||||||
Underwriting Agreement [Member] | Series B Preferred Stock [Member] | ||||||||
Number of shares issued | shares | 360,000 | |||||||
Preferred stock percentage | 8.25% | |||||||
Johnny Rockets [Member] | ||||||||
Amount of proceeds used for acquisition | $ 24,730,000 | |||||||
Securitization Notes [Member] | ||||||||
Proceeds from issuance of secured debt | 35,371,000 | $ 37,389,000 | ||||||
Debt face amount | 40,000,000 | 40,000,000 | 73,369,000 | |||||
Repayment of secured debt | 26,771,000 | |||||||
Debt outstanding amount | 80,000,000 | |||||||
Debt discount | 3,200,000 | 246,000 | 3,257,000 | |||||
Debt offering costs | $ 1,429,000 | $ 2,365,000 | $ 3,374,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 07, 2019 | Dec. 27, 2020 | Dec. 29, 2019 |
Accounts receivable, net of allowance for doubtful accounts | $ 4,208,000 | $ 4,144,000 | |
FDIC insured amount | 250,000 | ||
Uninsured balance | 6,047,299 | ||
Restricted cash | 2,867,000 | ||
Non-current restricted cash | 400,000 | ||
Accounts receivable, allowance for doubtful accounts | $ 739,000 | $ 595,000 | |
Number of common stock share issued | 245,376 | ||
Lower Range [Member] | |||
Estimated useful lives of intangible assets | 9 years | ||
Upper Range [Member] | |||
Estimated useful lives of intangible assets | 25 years | ||
Tax Sharing Agreement [Member] | |||
Income tax likely being realized | The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. | ||
Minimum [Member] | |||
Rate for trade notes | 6.00% | ||
Royalty fee percentage | 0.75% | ||
Maximum [Member] | |||
Rate for trade notes | 7.50% | ||
Royalty fee percentage | 6.00% | ||
Accounts Receivable [Member] | Two Customers [Member] | |||
Concentration risk, percentage | 20.00% | ||
Accounts Receivable [Member] | No Customer [Member] | |||
Concentration risk, percentage | 10.00% |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details Narrative) | Dec. 10, 2020USD ($)shares | Sep. 21, 2020USD ($) | Jun. 19, 2019USD ($)Integer$ / sharesshares | Dec. 27, 2020USD ($) | Dec. 29, 2019USD ($) |
Revenues | $ 18,118,000 | $ 22,505,000 | |||
Notes receivable | 250,000 | ||||
Maximum [Member] | |||||
Debt, interest rate percentage | 7.50% | ||||
Elevation Note [Member] | |||||
Debt, interest rate percentage | 11.70% | ||||
Elevation Note [Member] | Elevation Burger [Member] | |||||
Principal amount of note | $ 7,510,000 | ||||
Debt, interest rate percentage | 6.00% | ||||
Maturity date | Jul. 31, 2026 | ||||
Share price | $ / shares | $ 12 | ||||
Fog Cutter Capital Group Inc [Member] | |||||
Book value of net assets and liabilities acquired by Company | $ (46,153,000) | ||||
Fog Cutter Capital Group Inc [Member] | Merger Agreement [Member] | |||||
Business acquisition shares | shares | 9,679,288 | ||||
Dividend payable description | In connection with the Merger, the Company declared a special stock dividend (the "Special Dividend") payable only to holders of 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 to be paid in cash. | ||||
Net income (loss) | $ (67,000) | ||||
Johnny Rockets [Member] | |||||
Net income (loss) | $ 202,000 | ||||
Purchase price of business | $ 24,730,000 | ||||
Fees and expenses related to acquisition | 604,000 | ||||
Book value of net assets and liabilities acquired by Company | $ 24,730,000 | ||||
Revenues | 2,393,000 | ||||
Elevation Burger [Member] | |||||
Purchase price of business | $ 10,050,000 | ||||
Book value of net assets and liabilities acquired by Company | $ 7,193,000 | ||||
Number of locations | Integer | 44 | ||||
Payment of cash to acquire business | $ 50,000 | ||||
Number of warrants to purchase common stock | shares | 46,875 | ||||
Exercise price per share | $ / shares | $ 8 | ||||
Principal amount of note | $ 7,509,816 | ||||
Fair market value of contingent consideration | 531,000 | ||||
Purchase price payable amount | $ 728,000 | $ 633,000 | |||
Effective accretion interest rate | 18.00% | 18.00% | |||
Elevation Burger [Member] | Maximum [Member] | |||||
Earn-out payable | 2,500,000 | ||||
Elevation Burger [Member] | Elevation Buyer Note [Member] | |||||
Purchase price of business | $ 1,903,000 | ||||
Debt, interest rate percentage | 6.00% | ||||
Maturity date | Aug. 31, 2026 | ||||
Share price | $ / shares | $ 12 | ||||
Notes receivable | $ 2,300,000 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of Allocation of Tangible and Intangible Assets Acquired (Details) - USD ($) | Dec. 27, 2020 | Dec. 10, 2020 | Sep. 21, 2020 | Dec. 29, 2019 | Jun. 19, 2019 |
Goodwill | $ 10,909,000 | $ 10,912,000 | |||
Fog Cutter Capital Group Inc [Member] | |||||
Prepaid assets | $ 33,000 | ||||
Deferred tax assets | 21,605,000 | ||||
Other assets | 100,000 | ||||
Accounts payable | (926,000) | ||||
Accrued expenses | (6,846,000) | ||||
Current portion of debt | (12,486,000) | ||||
Litigation reserve | (3,980,000) | ||||
Due to affiliates | (43,653,000) | ||||
Total net identifiable assets | $ (46,153,000) | ||||
Johnny Rockets [Member] | |||||
Deferred tax assets | $ 2,836,000 | ||||
Cash | 812,000 | ||||
Accounts receivable | 1,452,000 | ||||
Assets held for sale | 10,765,000 | ||||
Goodwill | 1,461,000 | ||||
Other intangible assets | 26,900,000 | ||||
Other assets | 438,000 | ||||
Accounts payable | (1,113,000) | ||||
Accrued expenses | (3,740,000) | ||||
Deferred franchise fees | (4,988,000) | ||||
Operating lease liability | (10,028,000) | ||||
Other liabilities | (65,000) | ||||
Total net identifiable assets | $ 24,730,000 | ||||
Elevation Burger [Member] | |||||
Cash | $ 10,000 | ||||
Goodwill | 521,000 | ||||
Other intangible assets | 7,140,000 | ||||
Other assets | 558,000 | ||||
Current liabilities | (91,000) | ||||
Deferred franchise fees | (758,000) | ||||
Other liabilities | (187,000) | ||||
Total net identifiable assets | $ 7,193,000 |
Mergers and Acquisitions - Sch
Mergers and Acquisitions - Schedule of Proforma Revenue and Net (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Fog Cutter Capital Group Inc [Member] | ||
Total revenues | $ 18,118 | $ 22,505 |
Net (loss) income | (14,626) | (7,872) |
Johnny Rockets [Member] | ||
Total revenues | 23,863 | 38,216 |
Net (loss) income | $ (15,260) | $ 4,971 |
Refranchising (Details Narrativ
Refranchising (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Refranchising | ||
Operating lease liabilities related to the assets classified as held for sale | $ 9,892 | $ 3,325 |
Refranchising restaurant costs and expenses, net of revenue | 2,364 | 2,014 |
Gain on store sales | $ (1,463) | $ 1,795 |
Refranchising - Schedule of Rem
Refranchising - Schedule of Remaining Assets Classified as Held for Sale (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Refranchising | ||
Property, plant and equipment | $ 1,352 | $ 1,912 |
Operating lease right of use assets | 9,479 | 3,216 |
Total | $ 10,831 | $ 5,128 |
Refranchising - Schedule of Gai
Refranchising - Schedule of Gain on Refranchising Restaurant Costs and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
(Loss) gains on store sales or closures | $ (1,463) | $ 1,795 |
Restaurant Sales [Member] | ||
Restaurant costs and expenses, net of revenue | (2,364) | (2,014) |
(Loss) gains on store sales or closures | (1,463) | 1,795 |
Refranchising loss | $ (3,827) | $ (219) |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Jun. 19, 2019 | Dec. 27, 2020 | Dec. 29, 2019 |
Trade notes receivable | $ 250,000 | ||
Trade notes receivable, reserves | 123,000 | ||
Elevation Burger [Member] | Elevation Buyer Note [Member] | |||
Debt, interest rate percentage | 6.00% | ||
Trade notes receivable | $ 2,300,000 | ||
Maturity date | Aug. 31, 2026 | ||
Net carrying value of total consideration | $ 1,903,000 | $ 1,830,000 | 1,814,000 |
Debt discount | $ 397,000 | 267,000 | 352,000 |
Interest income on notes receivable | $ 211,000 | $ 114,000 | |
Minimum [Member] | |||
Debt, interest rate percentage | 6.00% | ||
Maximum [Member] | |||
Debt, interest rate percentage | 7.50% |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charges | $ 1,464 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Total goodwill | $ 10,909 | $ 10,912 |
Fatburger [Member] | ||
Total goodwill | 529 | 529 |
Buffalo's [Member] | ||
Total goodwill | 5,365 | 5,365 |
Hurricane [Member] | ||
Total goodwill | 2,772 | 2,772 |
Ponderosa [Member] | ||
Total goodwill | 1,462 | |
Yalla [Member] | ||
Total goodwill | 261 | 263 |
Elevation Burger [Member] | ||
Total goodwill | 521 | 521 |
Johnny Rockets [Member] | ||
Total goodwill | $ 1,461 |
Other Intangible Assets (Detail
Other Intangible Assets (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 27, 2020USD ($) | |
Trademarks [Member] | |
Impairment charges | $ 7,684 |
Franchise Agreements [Member] | |
Impairment charges | $ 147 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Total trademarks | $ 35,068 | $ 22,452 |
Total franchise agreements | 12,643 | 7,282 |
Total Other Intangible Assets | 47,711 | 29,734 |
Fatburger [Member] | ||
Total trademarks | 2,135 | 2,135 |
Buffalo's [Member] | ||
Total trademarks | 27 | 27 |
Hurricane [Member] | ||
Total trademarks | 6,840 | 6,840 |
Hurricane [Member] | Franchise Agreements [Member] | ||
Cost | 4,180 | 4,180 |
Accumulated amortization | (804) | (482) |
Ponderosa [Member] | ||
Total trademarks | 300 | 7,230 |
Ponderosa [Member] | Franchise Agreements [Member] | ||
Cost | 1,477 | 1,640 |
Accumulated amortization | (337) | (243) |
Yalla [Member] | ||
Total trademarks | 776 | 1,530 |
Elevation Burger [Member] | ||
Total trademarks | 4,690 | 4,690 |
Elevation Burger [Member] | Franchise Agreements [Member] | ||
Cost | 2,450 | 2,450 |
Accumulated amortization | (761) | (263) |
Johnny Rockets [Member] | ||
Total trademarks | 20,300 | |
Johnny Rockets [Member] | Franchise Agreements [Member] | ||
Cost | 6,600 | |
Accumulated amortization | $ (162) |
Other Intangible Assets - Sch_2
Other Intangible Assets - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 1,526 | |
2022 | 1,526 | |
2023 | 1,526 | |
2024 | 1,220 | |
2025 | 1,027 | |
Thereafter | 5,818 | |
Total | $ 12,643 | $ 7,282 |
Deferred Income - Schedule of D
Deferred Income - Schedule of Deferred Income (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Contract with Customer, Liability [Abstract] | ||
Deferred franchise fees | $ 10,003 | $ 5,417 |
Deferred royalties | 291 | 422 |
Deferred advertising revenue | 692 | 303 |
Total | $ 10,986 | $ 6,142 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Deferred tax assets acquired from acquisition | $ 24,463 | $ 830 |
Valuation allowance | $ 513 | 49 |
Operating loss carryforwards, limitations on use | NOLs began to expire in 2021. | |
Tax credits | $ 466 | 244 |
Tax credits, limitations on use | The credits will begin to expire in 2028. | |
Federal [Member] | ||
Net operating loss carryforwards | $ 98,100 | 2,800 |
State [Member] | ||
Net operating loss carryforwards | 58,700 | $ 3,700 |
Fog Cutter Capital Group Inc [Member] | ||
Deferred tax assets acquired from acquisition | 21,605 | |
Johnny Rockets [Member] | ||
Deferred tax assets acquired from acquisition | $ 2,836 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Income Tax Disclosure [Abstract] | ||
Net federal and state operating loss carryforwards | $ 24,463 | $ 830 |
Deferred revenue | 2,681 | 1,353 |
Intangibles | (5,820) | (614) |
Deferred state income tax | (240) | (27) |
Reserves and accruals | 2,185 | 208 |
Interest expense carryforward | 4,858 | |
Tax credits | 466 | 244 |
Share-based compensation | 228 | 192 |
Interest expense | 1,631 | |
Fixed assets | 504 | (137) |
Operating lease right of use assets | (1,271) | (960) |
Operating lease liabilities | 1,269 | 991 |
Valuation allowance | (513) | (49) |
Other | 110 | 1 |
Total | $ 30,551 | $ 2,032 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of the Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | $ (118) | $ 29 |
Current: State | 40 | 34 |
Current: Foreign | 466 | 244 |
Current income tax expense (benefit), total | 388 | 307 |
Deferred: Federal | (3,199) | 291 |
Deferred: State | (878) | (88) |
Deferred: income tax expense (benefit), total | (4,077) | 203 |
Total income tax (benefit) expense | $ (3,689) | $ 510 |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Income Tax Rate to Pretax Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ (3,895) | $ (107) |
State and local income taxes | (661) | (43) |
Foreign taxes | 466 | 244 |
Tax credits | (222) | (24) |
Dividends on preferred stock | 138 | 372 |
Meals and entertainment | (16) | 42 |
Goodwill impairment | 417 | |
Other | 84 | 26 |
Total income tax (benefit) expense | $ (3,689) | $ 510 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020USD ($)Integer | Dec. 29, 2019USD ($) | |
Number of leased properties | Integer | 15 | |
Lease expense | $ | $ 1,950 | $ 1,441 |
Weighted average remaining lease term | 7 years 7 months 6 days | |
Weighted average discount rate | 9.40% | |
Minimum [Member] | ||
Leases remaining term | 3 months | |
Maximum [Member] | ||
Leases remaining term | 18 years |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
Right of use assets, net of assets held for sale | $ 4,469 | $ 860 |
Corporate Offices and For Certain Restaurant Properties [Member] | ||
Right of use assets, net of assets held for sale | 13,948 | 4,076 |
Lease liabilities | $ 14,651 | $ 4,206 |
Leases - Schedule of Contractua
Leases - Schedule of Contractual Future Maturities of Operating Lease Liabilities (Details) - Corporate Offices and For Certain Restaurant Properties [Member] - USD ($) $ in Thousands | Dec. 27, 2020 | Dec. 29, 2019 |
2021 | $ 3,009 | |
2022 | 3,182 | |
2023 | 3,275 | |
2024 | 3,137 | |
2025 | 2,791 | |
Thereafter | 4,854 | |
Total lease payments | 20,248 | |
Less imputed interest | 5,597 | |
Total | $ 14,651 | $ 4,206 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Change in operating lease right of use assets | $ 1,255 | $ 683 |
Corporate Offices and For Certain Restaurant Properties [Member] | ||
Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases | 1,202 | |
Change in operating lease right of use assets | $ 14,500 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 21, 2020 | Mar. 06, 2020 | Jun. 19, 2019 | Jan. 29, 2019 | Jun. 30, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | Jun. 29, 2019 |
Minimum [Member] | ||||||||
Debt, interest rate percentage | 6.00% | |||||||
Maximum [Member] | ||||||||
Debt, interest rate percentage | 7.50% | |||||||
Loan and Security Agreement [Member] | ||||||||
Amortization of debt offering costs | $ 212,000 | $ 227,000 | ||||||
Interest expense | 1,783,000 | 4,881,000 | ||||||
Increase in borrowings | $ 3,500,000 | |||||||
Debt, penalties and fees | 650,000 | 500,000 | ||||||
Loan and Security Agreement [Member] | Lion Fund, L.P. and The Lion Fund II, L.P [Member] | ||||||||
Debt instrument, maturity date | Jun. 30, 2020 | |||||||
Proceeds from loan | $ 20,000,000 | |||||||
Debt, interest rate percentage | 20.00% | |||||||
Number of warrants to purchase common stock | 1,167,404 | |||||||
Exercise price per share | $ 0.01 | |||||||
Loan and Security Agreement [Member] | Lion Fund, L.P. and The Lion Fund II, L.P [Member] | FB Lending, LLC [Member] | ||||||||
Repayment of debt | $ 16,000,000 | |||||||
Original beginning warrant exercise date | Jun. 30, 2020 | |||||||
Lion Loan and Security Agreement [Member] | ||||||||
Debt principle amount | $ 24,000,000 | |||||||
Repayment of debt | 26,771,000 | |||||||
Accrued interest | 2,120,000 | |||||||
Debt, penalties and fees | 651,000 | |||||||
Securitization Notes [Member] | ||||||||
Proceeds from issuance of debt | 37,389,000 | |||||||
Debt principle amount | $ 40,000,000 | 40,000,000 | 73,369,000 | |||||
Debt discount | 3,200,000 | 246,000 | 3,257,000 | |||||
Debt offering costs | 1,429,000 | 2,365,000 | 3,374,000 | |||||
Use of proceeds to repay debt outstanding amount | 80,000,000 | |||||||
Amortization of debt offering costs | 385,000 | |||||||
Interest expense | 4,205,000 | |||||||
Amortization of original issue discount | $ 188,000 | |||||||
Effective interest rate percentage | 10.30% | |||||||
Securitization Notes [Member] | Loan and Security Agreement [Member] | ||||||||
Use of proceeds to repay debt outstanding amount | $ 26,771,000 | |||||||
Securitization Notes [Member] | Management Agreement [Member] | ||||||||
Debt description | The Management Agreement provides for a management fee payable monthly by FAT Royalty to the Company in the amount of $200,000, subject to three percent (3%) annual increases (the "Management Fee"). The primary responsibilities of the manager are to perform certain franchising, distribution, intellectual property and operational functions on behalf of the Franchise Entities pursuant to the Management Agreement. | |||||||
Series M-2 Notes [Member] | ||||||||
Proceeds from issuance of debt | $ 35,371,000 | |||||||
Debt principle amount | 40,000,000 | |||||||
Amortization of debt discount | 3,200,000 | |||||||
Amortization of debt offering costs | 1,429,000 | |||||||
Series M-2 Notes [Member] | Forecast [Member] | ||||||||
Debt principal payments | $ 200,000 | |||||||
Debt instrument, maturity date | Apr. 30, 2026 | |||||||
Debt instrument, anticipated repayment description | If FAT Royalty has not repaid or refinanced the Class M-2 Notes prior to April 2026, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) a per annum interest rate equal to the amount, if any, by which the sum of the following exceeds the original interest rate on the Class M-2 Notes: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Class M-2 anticipated repayment date of the United States Treasury security having a term closest to 5 years plus (y) 5.0%, plus (z) 9.48%. | |||||||
Series M-2 Notes [Member] | Minimum [Member] | ||||||||
Proceeds from issuance of debt | 40,000,000 | |||||||
Series A-2, B-2 and M-2 Notes [Member] | Maximum [Member] | ||||||||
Proceeds from issuance of debt | $ 80,000,000 | |||||||
Series A-2 Notes [Member] | Forecast [Member] | ||||||||
Debt principal payments | $ 1,000,000 | |||||||
Debt instrument, maturity date | Jan. 31, 2023 | |||||||
Debt instrument, anticipated repayment description | If FAT Royalty has not repaid or refinanced the Class A-2 Notes prior to January 2023, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) a per annum interest rate equal to the amount, if any, by which the sum of the following exceeds the original interest rate on the Class A-2 Notes: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Class A-2 anticipated repayment date of the United States Treasury security having a term closest to 5 years plus (y) 5.0%, plus (z) 5.77%. | |||||||
Series B-2 Notes [Member] | Forecast [Member] | ||||||||
Debt principal payments | $ 1,000,000 | |||||||
Debt instrument, maturity date | Oct. 31, 2023 | |||||||
Debt instrument, anticipated repayment description | If FAT Royalty has not repaid or refinanced the Class B-2 Notes prior to October 2023, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) a per annum interest rate equal to the amount, if any, by which the sum of the following exceeds the original interest rate on the Class B-2 Notes: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Class B-2 anticipated repayment date of the United States Treasury security having a term closest to 5 years plus (y) 5.0%, plus (z) 8.27%. | |||||||
Elevation Note [Member] | ||||||||
Amortization of debt discount | 277,000 | 146,000 | ||||||
Amortization of debt offering costs | 10,000 | 5,000 | ||||||
Interest expense | $ 689,000 | $ 383,000 | ||||||
Debt, interest rate percentage | 11.70% | |||||||
Elevation Note [Member] | Elevation Burger [Member] | ||||||||
Debt discount | $ 1,295,000 | $ 872,000 | ||||||
Debt offering costs | 30,000 | 56,000 | ||||||
Use of proceeds to repay debt outstanding amount | $ 6,185,000 | 5,919,000 | ||||||
Debt instrument, maturity date | Jul. 31, 2026 | |||||||
Debt, interest rate percentage | 6.00% | |||||||
Principal amount of note | $ 7,510,000 | |||||||
Share price | $ 12 | |||||||
PPP Loans [Member] | ||||||||
Proceeds from issuance of debt | 1,532,000 | |||||||
Use of proceeds to repay debt outstanding amount | $ 1,183,000 | |||||||
Debt description | Any unforgiven portion of the PPP Loans is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. | |||||||
Debt, interest rate percentage | 1.00% |
Debt - Schedule of Securitizati
Debt - Schedule of Securitization of Notes (Details) - USD ($) $ in Thousands | Sep. 21, 2020 | Mar. 06, 2020 |
Securitization Note A-2 [Member] | ||
Public Rating | BB | |
Seniority | Senior | |
Issue Amount | $ 20,000 | |
Coupon | 6.50% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 | |
Securitization Note B-2 [Member] | ||
Public Rating | B | |
Seniority | Senior Subordinated | |
Issue Amount | $ 20,000 | |
Coupon | 9.00% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 | |
Securitization Note M-2 [Member] | ||
Seniority | Senior Subordinated | |
Issue Amount | $ 40,000 | |
Coupon | 9.75% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 |
Debt - Schedule of FCCG Merger
Debt - Schedule of FCCG Merger (Details) $ in Thousands | Dec. 27, 2020USD ($) |
Total debt | $ 12,491 |
Note Payable [Member] | Private Lender [Member] | |
Total debt | 1,977 |
Note Payable One [Member] | Private Lender [Member] | |
Total debt | 2,871 |
Note Payable Two [Member] | Private Lender [Member] | |
Total debt | 17 |
Note Payable Three [Member] | Private Lender [Member] | |
Total debt | 762 |
Consideration Payable [Member] | Former FCCG Shareholders [Member] | |
Total debt | $ 6,864 |
Debt - Schedule of FCCG Merge_2
Debt - Schedule of FCCG Merger (Details) (Parenthetical) | 12 Months Ended |
Dec. 27, 2020 | |
Note Payable [Member] | Private Lender [Member] | |
Debt instrument interest rate | 12.00% |
Maturity date | May 21, 2021 |
Note Payable One [Member] | Private Lender [Member] | |
Debt instrument interest rate | 12.00% |
Maturity date | May 21, 2021 |
Note Payable Two [Member] | Private Lender [Member] | |
Debt instrument interest rate | 15.00% |
Maturity date | May 21, 2021 |
Note Payable Three [Member] | Private Lender [Member] | |
Debt instrument interest rate | 12.00% |
Maturity date | May 21, 2021 |
Consideration Payable [Member] | Former FCCG Shareholders [Member] | |
Maturity date | May 21, 2021 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Dec. 23, 2020 | Jul. 16, 2020 | Jul. 16, 2020 | Jul. 13, 2020 | Jul. 13, 2020 | Jun. 27, 2018 | Jun. 08, 2018 | Jun. 07, 2018 | Dec. 27, 2020 | Dec. 29, 2019 | Jul. 15, 2020 | Dec. 27, 2019 | Feb. 07, 2019 | Jul. 13, 2018 | Jul. 03, 2018 | Oct. 20, 2017 |
Preferred stock, shares outstanding | 1,183,272 | 0 | ||||||||||||||
Number of shares designated | 5,000,000 | 5,000,000 | ||||||||||||||
Common stock, shares outstanding | 11,926,264 | 11,860,299 | ||||||||||||||
Liquidation preference shares | $ 25 | $ 0 | ||||||||||||||
Preferred shares issued | 1,183,272 | 0 | ||||||||||||||
Change in fair value of derivative liability | $ 887,000 | |||||||||||||||
Dividend price per share | $ 0.12 | |||||||||||||||
Fog Cutter Capital Group Inc [Member] | ||||||||||||||||
Amount of related party debt | $ 950,000 | |||||||||||||||
Related party debt prior to conversion | 10,222,000 | |||||||||||||||
Special Dividend [Member] | ||||||||||||||||
Number of shares issued, shares | 520,145 | |||||||||||||||
Number of shares issued | $ 8,885,000 | |||||||||||||||
Cash dividends | $ 29,000 | |||||||||||||||
Dividend price per share | $ 0.2319998077 | |||||||||||||||
Dividend description | In connection with the Merger with FCCG, the Company declared a special stock dividend (the "Special Dividend") payable only to the non-FCCG holders of Common Stock on the record date, consisting of 0.2319998077 shares of Series B Cumulative Preferred Stock for each outstanding share of Common Stock held by such stockholders. The value of fractional shares of Series B Preferred Stock was paid in cash dividends totaling approximately $29,000. The Special Dividend was paid on December 23, 2020 and resulted in the issuance of 520,145 additional shares of Series B Preferred Stock with a market value on the payment date of approximately $8,885,000. | |||||||||||||||
Series B Preferred Offering [Member] | ||||||||||||||||
Number of stock sold value | $ 8,122,000 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | ||||||||||||||||
Value of the conversion of preferred shares following updated Certificate of Designation | $ 1,136,000 | |||||||||||||||
New shares received in exchange of preferred stock | 60,000 | |||||||||||||||
Preferred stock dividend percentage | 8.25% | |||||||||||||||
Liquidation preference shares | $ 25 | |||||||||||||||
Carrying value of original preferred stock | $ 1,489,000 | |||||||||||||||
Preferred stock, carrying value | $ 1,500,000 | |||||||||||||||
Number of shares issued, shares | 14,449 | |||||||||||||||
Preferred shares outstanding value | $ 21,788,000 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | First Anniversary and on Prior to the Second Anniversary [Member] | ||||||||||||||||
Redemption price per share | $ 27.50 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | Second Anniversary and on Prior to the Third Anniversary [Member] | ||||||||||||||||
Redemption price per share | 27 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | After the Third Anniversary [Member] | ||||||||||||||||
Redemption price per share | 26.50 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | After the Third Anniversary and On Prior to the Fourth Anniversary [Member] | ||||||||||||||||
Redemption price per share | 26 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | After Third Before Fifth Anniversery [Member] | ||||||||||||||||
Redemption price per share | 25 | |||||||||||||||
Series B Cumulative Preferred Stock [Member] | After the Fifth Anniversary [Member] | ||||||||||||||||
Redemption price per share | $ 25.50 | |||||||||||||||
2020 Series B Offering Warrants [Member] | ||||||||||||||||
Warrant Outstanding | 1,800,000 | 1,800,000 | ||||||||||||||
Additional underwriters overallotment shares | 99,000 | |||||||||||||||
Warrants price per share | $ 5 | $ 5 | ||||||||||||||
Underwriters discount | 8.00% | 8.00% | ||||||||||||||
Warrants outstanding value | $ 292,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Warrants price per share | $ 24.95 | $ 24.95 | ||||||||||||||
Preferred stock, shares outstanding | 1,183,272 | 57,140 | ||||||||||||||
Number of shares designated | 850,000 | |||||||||||||||
Preferred stock, carrying value | $ 21,788,000 | |||||||||||||||
Declared Dividend | $ 517,000 | |||||||||||||||
Number of warrants to purchase common stock | 3,600 | 3,600 | ||||||||||||||
Dividend price per share | $ 0.2319998077 | |||||||||||||||
Series B Warrants [Member] | ||||||||||||||||
Warrants price per share | $ 8.50 | |||||||||||||||
Number of warrant to purchase shares of common stock | 34,284 | |||||||||||||||
Original Series B Preferred Stock [Member] | ||||||||||||||||
Carrying value of original preferred stock | $ 1,112,000 | |||||||||||||||
Preferred stock, carrying value | 0 | |||||||||||||||
Agregate loss on exchange | $ 296,000 | |||||||||||||||
Preferred shares issued | 3,537 | |||||||||||||||
Accrued and outstanding dividend | $ 88,000 | |||||||||||||||
Preferred stock price per share | $ 25 | |||||||||||||||
Original Series B Preferred Stock [Member] | Prior to Updated Certificate of Designation [Member] | ||||||||||||||||
Common stock, shares outstanding | 57,140 | |||||||||||||||
Series A Fixed Rate Cumulative Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares outstanding | 15,000 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares outstanding | 80,000 | |||||||||||||||
Number of shares designated | 100,000 | |||||||||||||||
Carrying value of original preferred stock | $ 5,000 | |||||||||||||||
Agregate loss on exchange | 11,000 | |||||||||||||||
Accrued and outstanding dividend | 361,224 | |||||||||||||||
Issuance of public offering | $ 2,000,000 | |||||||||||||||
Converted to preferred stock | $ 1,516,000 | $ 2,403,000 | ||||||||||||||
Redemption of shares | 80,000 | |||||||||||||||
Preferred shares outstanding value | 7,961,000 | |||||||||||||||
Interest expense | 1,367,000 | 1,415,000 | ||||||||||||||
Accretion expense | 42,000 | 22,000 | ||||||||||||||
Amortization of debt offering costs | $ 6,000 | 3,000 | ||||||||||||||
Effective interest rate | 15.00% | |||||||||||||||
Fair value of derivative liability | $ 887,000 | $ 887,000 | ||||||||||||||
Change in fair value of derivative liability | $ 1,516,000 | |||||||||||||||
Series A Preferred Stock [Member] | Ridgewood Select Value Fund LP [Member] | ||||||||||||||||
Number of redeemed outstanding shares of preferred stock | 5,000 | 5,000 | ||||||||||||||
Series A Preferred Stock [Member] | FCCG [Member] | ||||||||||||||||
Number of exchanged outstanding shares of preferred stock | 15,000 | 15,000 | ||||||||||||||
Series A Preferred Stock [Member] | FCCG [Member] | Holders [Member] | ||||||||||||||||
Number of shares agreeing to cash buyout | 85,000 | |||||||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Number of shares designated | 200,000 | |||||||||||||||
Carrying value of original preferred stock | $ 4,421,000 | |||||||||||||||
Preferred shares issued | 45,000 | |||||||||||||||
Value of Series B preferred stock exchanged for shares | $ 4,200,000 | |||||||||||||||
Series B preferred stock exchanged for shares | 168,001 | |||||||||||||||
Aggregate gain on exchange | $ 221,000 | |||||||||||||||
Interest expense | 87,000 | 309,000 | ||||||||||||||
Accretion expense | 15,000 | 32,000 | ||||||||||||||
Amortization of debt offering costs | $ 3,000 | $ 7,000 | ||||||||||||||
Redemption value of preferred stock | $ 300,000 | |||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||
Issuance of public offering | $ 8,122,000 | |||||||||||||||
Underwriting Agreement [Member] | Series B Cumulative Preferred Stock [Member] | ||||||||||||||||
Sale of units in transactions | 360,000 | |||||||||||||||
Comprised of one share percentage | 8.25% | |||||||||||||||
Underwriting Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Number of shares issued, shares | 360,000 | |||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||
Sale of units in transactions | 800 | |||||||||||||||
Number of stock sold value | $ 10,000 | |||||||||||||||
Issuance of public offering | $ 8,000,000 | |||||||||||||||
Subscription Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | ||||||||||||||||
Number of shares designated | 100 | |||||||||||||||
Subscription Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Number of shares issued, shares | 80,000 | |||||||||||||||
Subscription Agreement [Member] | Series A Warrants [Member] | ||||||||||||||||
Warrants price per share | $ 7.83 | |||||||||||||||
Subscription Agreement [Member] | Subscription Warrants [Member] | ||||||||||||||||
Number of warrant to purchase shares of common stock | 102,125 | |||||||||||||||
Note Exchange Agreement [Member] | ||||||||||||||||
Debt face amount | $ 30,000,000 | |||||||||||||||
Converted to preferred stock | $ 2,000,000 | |||||||||||||||
Number of shares converted | 200 | |||||||||||||||
Note Exchange Agreement [Member] | Warrant [Member] | ||||||||||||||||
Warrants price per share | $ 7.83 | |||||||||||||||
Number of warrants to purchase common stock | 25,530 | |||||||||||||||
Note Exchange Agreement [Member] | Fog Cutter Capital Group Inc [Member] | ||||||||||||||||
Amount of related party debt | $ 9,272,053 | |||||||||||||||
Note Exchange Agreement [Member] | Series A Fixed Rate Cumulative Preferred Stock [Member] | ||||||||||||||||
Number of shares converted | 20,000 | |||||||||||||||
Conversion price per share | $ 100 | |||||||||||||||
Note Exchange Agreement [Member] | Exchange Shares [Member] | Common Stock | ||||||||||||||||
Amount of related party debt | $ 7,272,053 | |||||||||||||||
Number of shares converted | 1,010,420 | |||||||||||||||
Conversion price per share | $ 7.20 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Dec. 27, 2020 | Apr. 24, 2020 | Dec. 29, 2019 | Jul. 05, 2018 | Oct. 20, 2017 |
Homestyle Dining LLC [Member] | |||||
Debt face amount | $ 4,000 | ||||
Debt, interest rate percentage | 15.00% | ||||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Subsequent To October 20, 2017 [Member] | Additional Intercompany advances [Member] | |||||
Debt, interest rate percentage | 10.00% | ||||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Intercompany Promissory Note [Member] | |||||
Debt face amount | $ 21,067 | $ 11,906 | |||
Intercompany Revolving Credit Agreement [Member] | FCCG [Member] | Intercompany Promissory Note [Member] | Maximum [Member] | |||||
Debt face amount | $ 35,000 | ||||
Tax Sharing Agreement [Member] | |||||
Balance receivable | $ 158 | $ 51 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - $ / shares | Aug. 04, 2020 | May 12, 2020 | Feb. 11, 2020 | Dec. 27, 2020 | Dec. 29, 2019 | Feb. 07, 2019 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | ||||
Common stock, shares outstanding | 11,926,264 | 11,860,299 | ||||
Share issued price per share | $ 5.64 | |||||
Non-Employees [Member] | ||||||
Number of shares issued | 35,928 | 13,677 | 16,360 | |||
Share issued price per share | $ 3.34 | $ 3.29 | $ 4.585 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Options vesting period | 3 years | |
Options vesting description | All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually | |
Stock based compensation expense | $ 99 | $ 262 |
Stock based compensation to non-vested grants | $ 152 | |
2017 Omnibus Equity Incentive Plan [Member] | Maximum [Member] | ||
Number of shares available for grant | 1,021,250 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 27, 2020$ / sharesshares | |
Equity [Abstract] | |
Number of Shares, Stock options outstanding, beginning balance | shares | 722,481 |
Number of Shares, Grants | shares | 91,908 |
Number of Shares, Forfeited | shares | (158,284) |
Number of Shares, Expired | shares | |
Number of Shares, Stock options outstanding, ending balance | shares | 656,105 |
Number of Shares, Stock options exercisable, ending balance | shares | 453,566 |
Weighted Average Exercise Price, Stock options outstanding, beginning balance | $ / shares | $ 8.45 |
Weighted Average Exercise Price, Grants | $ / shares | 5.90 |
Weighted Average Exercise Price, Forfeited | $ / shares | 7.98 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Stock options outstanding, ending balance | $ / shares | 8.21 |
Weighted Average Exercise Price, Stock options exercisable, ending balance | $ / shares | $ 9.34 |
Weighted Average Remaining Contractual Life (Years), Stock options outstanding, beginning balance | 7 years 6 months |
Weighted Average Remaining Contractual Life (Years), Grants | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Forfeited | 7 years 8 months 12 days |
Weighted Average Remaining Contractual Life (Years), Expired | 0 years |
Weighted Average Remaining Contractual Life (Years), Stock options outstanding, ending balance | 7 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Stock options exercisable, ending balance | 7 years 3 months 19 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Assumptions Used for Stock-based Compensation (Details) - Including Non-Employee Options [Member] | 12 Months Ended |
Dec. 27, 2020 | |
Minimum [Member] | |
Expected dividend yield | 0.00% |
Expected volatility | 30.23% |
Risk-free interest rate | 0.32% |
Expected term (in years) | 5 years 6 months |
Maximum [Member] | |
Expected dividend yield | 10.43% |
Expected volatility | 31.73% |
Risk-free interest rate | 2.85% |
Expected term (in years) | 5 years 9 months |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Aug. 11, 2020 | Jul. 16, 2020 | Jul. 16, 2020 | Jul. 13, 2020 | Jul. 03, 2018 | Oct. 20, 2017 | Dec. 29, 2019 | Dec. 27, 2020 | Jun. 19, 2019 | Feb. 07, 2019 | Jan. 29, 2019 | Jun. 27, 2018 | Jun. 07, 2018 |
Shares issued price per share | $ 5.64 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Number of shares eligible for warrants | 3,600 | 3,600 | |||||||||||
Warrants price per share | $ 24.95 | $ 24.95 | |||||||||||
Warrants expiration date | Jul. 16, 2025 | Jul. 16, 2025 | |||||||||||
Fair value of warrants | $ 2,000 | ||||||||||||
Elevation Burger [Member] | |||||||||||||
Number of shares eligible for warrants | 46,875 | ||||||||||||
Warrants price per share | $ 8 | ||||||||||||
Series B Cumulative Preferred Stock [Member] | |||||||||||||
Percentage for cumulative preferred stock | 8.25% | ||||||||||||
Lender Warrant [Member] | |||||||||||||
Issuance of warrants | $ 249,500 | ||||||||||||
Number of shares eligible for warrants | 509,604 | ||||||||||||
Warrants price per share | $ 7.20 | ||||||||||||
Common stock warrants value | $ 592,000 | ||||||||||||
Lender Warrant [Member] | FB Lending, LLC [Member] | |||||||||||||
Term loan borrowings | $ 16,000,000 | ||||||||||||
Placement Agent Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 25,787 | 40,904 | |||||||||||
Warrants price per share | $ 7.20 | $ 7.20 | |||||||||||
Repurchase of outstanding warrants | $ 12,626 | ||||||||||||
2020 Series B Offering Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 1,899,910 | 1,899,910 | |||||||||||
Company acquired warrants and issued | $ 479,789 | ||||||||||||
2020 Series B Offering Warrants [Member] | Grant Holder [member] | |||||||||||||
Number of shares eligible for warrants | 18,990 | 18,990 | |||||||||||
Warrants price per share | $ 5 | $ 5 | |||||||||||
Warrants expiration date | Jul. 16, 2025 | Jul. 16, 2025 | |||||||||||
Fair value of warrants | $ 64,000 | ||||||||||||
Shares issued price per share | $ 0.01 | $ 0.01 | |||||||||||
2020 Series B Offering Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 284,290 | 284,290 | |||||||||||
Warrants price per share | $ 5 | $ 5 | |||||||||||
Series B Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 60 | ||||||||||||
Warrants price per share | $ 8.50 | ||||||||||||
Exchange of warrants | 34,224 | ||||||||||||
Warrants exercisable, term | 5 years | ||||||||||||
New Series B Offering Warrants [Member] | |||||||||||||
Issuance of warrants | $ 292,000 | ||||||||||||
Outstanding of warrants for Series B | 285,200 | ||||||||||||
Loss on warrant exchange | $ 271,000 | ||||||||||||
Original Series B Preferred Stock Offering [Member] | |||||||||||||
Number of shares eligible for warrants | 34,284 | ||||||||||||
Warrants price per share | $ 8.50 | ||||||||||||
Warrants exercisable date, description | Exercisable for a period of five years from October 3, 2019 | ||||||||||||
Common Stock Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 81,700 | ||||||||||||
Warrants price per share | $ 14.69 | ||||||||||||
Common stock warrants value | $ 124,000 | ||||||||||||
Warrants exercisable date, description | Exercisable commencing April 20, 2018 through October 20, 2022. | ||||||||||||
Subscription Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 102,125 | ||||||||||||
Warrants price per share | $ 7.83 | ||||||||||||
Common stock warrants value | $ 87,000 | ||||||||||||
Exchange Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 25,530 | ||||||||||||
Warrants price per share | $ 7.83 | ||||||||||||
Common stock warrants value | $ 25,000 | ||||||||||||
Hurricane Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 57,439 | ||||||||||||
Warrants price per share | $ 7.83 | ||||||||||||
Common stock warrants value | $ 58,000 | ||||||||||||
Placement Agent Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 40,904 | ||||||||||||
Warrants price per share | $ 7.20 | ||||||||||||
Common stock warrants value | $ 48,000 | ||||||||||||
Placement Agent Warrants [Member] | FB Lending, LLC [Member] | |||||||||||||
Term loan borrowings | $ 16,000,000 | ||||||||||||
Elevation Warrant [Member] | Elevation Burger [Member] | |||||||||||||
Number of shares eligible for warrants | 46,875 | ||||||||||||
Warrants price per share | $ 8 | ||||||||||||
Warrants exercisable, term | 5 years | ||||||||||||
2020 Series B Offering Warrants [Member] | |||||||||||||
Number of shares eligible for warrants | 1,899,910 | 1,899,910 | |||||||||||
Warrants price per share | $ 5 | $ 5 | |||||||||||
Warrants expiration date | Jul. 16, 2025 | Jul. 16, 2025 | |||||||||||
Fair value of warrants | $ 1,926,000 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Warrant [Member] | 12 Months Ended |
Dec. 27, 2020$ / sharesshares | |
Number of Shares, Warrants Outstanding, Beginning balance | shares | 2,091,652 |
Number of Shares, Warrants Grants | shares | 2,203,190 |
Number of Shares, Warrants Forfeited | shares | (2,021,309) |
Number of Shares, Warrants Outstanding, Ending balance | shares | 2,273,533 |
Number of Shares, Warrants Exercisable Ending Balance | shares | 2,273,533 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ / shares | $ 3.57 |
Weighted Average Exercise Price, Warrants Grants | $ / shares | 4.96 |
Weighted Average Exercise Price, Warrants Forfeited | $ / shares | 2.71 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ / shares | 5.68 |
Weighted Average Exercise Price, Warrants exercisable ending balance | $ / shares | $ 5.68 |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Beginning balance | 3 years 4 months 24 days |
Weighted Average Remaining Contractual Life (Years), Warrants Grants | 4 years 6 months |
Weighted Average Remaining Contractual Life (Years), Warrants Forfeited | 3 years 7 months 6 days |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Ending balance | 4 years 3 months 19 days |
Weighted Average Remaining Contractual Life (Years), Warrants exercisable | 4 years 3 months 19 days |
Warrants - Schedule of Assumpti
Warrants - Schedule of Assumptions Used for Stock-based Compensation, Warrants (Details) | Dec. 27, 2020Integer |
Expected Dividend Yield [Member] | Minimum [Member] | |
Warrants, measurement input, percentage | 4 |
Expected Dividend Yield [Member] | Maximum [Member] | |
Warrants, measurement input, percentage | 6.63 |
Expected Volatility [Member] | Minimum [Member] | |
Warrants, measurement input, percentage | 30.23 |
Expected Volatility [Member] | Maximum [Member] | |
Warrants, measurement input, percentage | 31.73 |
Risk-free Interest Rate [Member] | Minimum [Member] | |
Warrants, measurement input, percentage | 0.99 |
Risk-free Interest Rate [Member] | Maximum [Member] | |
Warrants, measurement input, percentage | 1.91 |
Expected Term [Member] | Minimum [Member] | |
Warrants, expected term | 3 years 9 months 18 days |
Expected Term [Member] | Maximum [Member] | |
Warrants, expected term | 5 years |
Dividends on Common Stock (Deta
Dividends on Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2020 | Feb. 07, 2019 | Dec. 27, 2020 |
Dividend declared per share | $ 0.12 | ||
Share issued price per share | $ 5.64 | ||
Number of common stock share issued | 245,376 | ||
Common stock dividend rate | 2.13% | ||
Dividend payable date | Feb. 28, 2019 | ||
Dividend payable record date | Feb. 19, 2019 | ||
Series B Preferred Stock [Member] | |||
Dividend declared per share | $ 0.2319998077 | ||
Cash paid for fractional shares | $ 29 | ||
Number of common stock share issued | 520,145 | ||
Payments of market value preferred stock | $ 8,885 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jan. 06, 2021USD ($) | Sep. 25, 2020USD ($) | May 31, 2019USD ($) | May 31, 2018USD ($) | Feb. 28, 2018USD ($) | Dec. 27, 2020USD ($)ft² |
Prejudice in exchange for payment amount | $ 75,000 | |||||
SBN FCCG LLC [Member] | ||||||
Litigation reserves | $ 480,000 | |||||
Immediate payment settlement amount | $ 100,000 | |||||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | ||||||
Litigation reserves | 5,680,000 | |||||
Payments to related party judgement | 580,000 | |||||
Immediate payment settlement amount | $ 100,000 | |||||
Minimum [Member] | ||||||
Property owners seek damages | 12,000,000 | |||||
Maximum [Member] | ||||||
Property owners seek damages | $ 22,000,000 | |||||
New York [Member] | SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | ||||||
Interest paid | $ 225,030 | |||||
Payments to related party judgement | 651,290 | |||||
California [Member] | SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc [Member] | ||||||
Interest paid | $ 12,411 | 656,543 | ||||
Payments to related party judgement | $ 668,954 | $ 651,290 | ||||
Beverly Hills, California [Member] | ||||||
Square feet of space | ft² | 6,137 | |||||
Operating lease expiration date | Sep. 29, 2025 | |||||
Additional square feet of space | ft² | 2,915 | |||||
Additional operating lease expiration date | Feb. 29, 2024 | |||||
Plano,TX [Member] | ||||||
Square feet of space | ft² | 1,775 | |||||
Operating lease expiration date | Mar. 31, 2021 | |||||
Subsequent Event [Member] | Plaintiff's [Member] | ||||||
Prejudice in exchange for payment amount | $ 50,000 |
Geographic Information and Ma_3
Geographic Information and Major Franchisees (Details Narrative) | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Geographic Information And Major Franchisees | ||
Franchise revenue percentage description | No individual franchisee accounted for more than 10% of the Company's revenues. | No individual franchisee accounted for more than 10% of the Company's revenues. |
Geographic Information and Ma_4
Geographic Information and Major Franchisees - Schedule of Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Total revenues | $ 18,118 | $ 22,505 |
United States [Member] | ||
Total revenues | 14,146 | 18,624 |
Other Countries [Member] | ||
Total revenues | $ 3,972 | $ 3,881 |
Operating Segments (Details Nar
Operating Segments (Details Narrative) | 12 Months Ended |
Dec. 27, 2020Integer | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Trade Notes and Accounts Receivable [Member] $ in Thousands | 12 Months Ended |
Dec. 27, 2020USD ($) | |
Valuation and Qualifying Accounts, Balance at Beginning of Period | $ 744 |
Valuation and Qualifying Accounts, Charged to Costs and Expenses | 981 |
Valuation and Qualifying Accounts, Deductions/ Recoveries | (612) |
Valuation and Qualifying Accounts, Balance at End of Period | $ 1,113 |