Cover
Cover - shares | 9 Months Ended | |
Sep. 26, 2021 | Nov. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 26, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38250 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-1302696 | |
Entity Address, Address Line One | 9720 Wilshire Blvd. | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90212 | |
City Area Code | (310) | |
Local Phone Number | 319-1850 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-26 | |
Entity Registrant Name | fat Brands Inc. | |
Entity Central Index Key | 0001705012 | |
Class A Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | FAT | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,077,498 | |
Class B Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class B Common Stock, par value $0.0001 per share | |
Trading Symbol | FATBB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 1,270,805 | |
Series B Cumulative Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B Cumulative Preferred Stock, par value $0.0001 per share | |
Trading Symbol | FATBP | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Common Stock | |
Trading Symbol | FATBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Current assets | ||
Cash | $ 23,565 | $ 3,944 |
Restricted cash | 13,557 | 2,867 |
Accounts receivable, net of allowance for doubtful accounts of $2,208 and $739, as of September 26, 2021 and December 27, 2020, respectively | 14,255 | 4,208 |
Trade and other notes receivable, net of allowance for doubtful accounts of $103 as of September 26, 2021 and December 27, 2020 | 224 | 208 |
Assets classified as held for sale | 5,591 | 10,831 |
Other current assets | 6,290 | 2,365 |
Total current assets | 63,482 | 24,423 |
Noncurrent restricted cash | 6,406 | 400 |
Notes receivable – noncurrent, net of allowance for doubtful accounts of $271, as of September 26, 2021 and December 27, 2020 | 2,054 | 1,622 |
Deferred income tax asset, net | 15,069 | 30,551 |
Operating lease right of use assets | 12,604 | 4,469 |
Goodwill | 185,861 | 10,909 |
Other intangible assets, net | 322,688 | 47,711 |
Property and equipment, net | 10,227 | 483 |
Other assets | 1,417 | 576 |
Total assets | 619,808 | 121,144 |
Current liabilities | ||
Accounts payable | 12,859 | 8,625 |
Accrued expenses and other liabilities | 25,646 | 19,833 |
Deferred income, current portion | 1,746 | 1,887 |
Accrued advertising | 6,012 | 2,160 |
Accrued interest payable | 5,644 | 1,847 |
Dividend payable on preferred shares | 16 | 893 |
Liabilities related to assets classified as held for sale | 4,906 | 9,892 |
Current portion of operating lease liability | 4,784 | 748 |
Current portion of preferred shares, net | 0 | 7,961 |
Current portion of long-term debt | 605 | 19,314 |
Other | 0 | 17 |
Total current liabilities | 62,218 | 73,177 |
Deferred income – noncurrent | 11,354 | 9,099 |
Acquisition purchase price payable | 800 | 2,806 |
Operating lease liability, net of current portion | 10,858 | 4,011 |
Long-term debt, net of current portion | 485,470 | 73,852 |
Other liabilities | 1,117 | 82 |
Total liabilities | 571,817 | 163,027 |
Commitments and contingencies (Note 19) | ||
Redeemable preferred stock | 66,810 | 0 |
Stockholders’ deficit | ||
Preferred stock, $0.0001 par value; 15,000,000 and 5,000,000 shares authorized; 1,643,272 and 1,183,272 shares issued and outstanding at September 26, 2021 and December 27, 2020, respectively; liquidation preference $25 per share | 37,908 | 21,788 |
Class A and Class B common stock and additional paid-in capital as of September 26, 2021: $0.0001 par value per share: 51,600,000 shares authorized (Class A 50,000,000, Class B 1,600,000); 16,283,684 shares issued and outstanding (Class A 15,013,001, Class B 1,270,683). Common stock and additional paid-in capital as of December 27, 2020: $0.0001 par value; 25,000,000 shares authorized; 11,926,264 shares issued and outstanding. | (23,931) | (42,775) |
Accumulated deficit | (32,875) | (20,896) |
Stockholders’ deficit attributable to FAT Brands Inc. | (18,898) | (41,883) |
Noncontrolling interests | 79 | 0 |
Total stockholders’ deficit | (18,819) | (41,883) |
Total liabilities and stockholders’ deficit | $ 619,808 | $ 121,144 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Accounts Receivable, allowance for doubtful accounts | $ 2,208 | $ 739 |
Financing Receivable, allowance for doubtful accounts, current | 103 | 103 |
Financing Receivable, allowance for doubtful accounts, noncurrent | $ 271 | $ 271 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 15,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 1,643,272 | 1,183,272 |
Preferred stock, outstanding (in shares) | 1,643,272 | 1,183,272 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 51,600,000 | 25,000,000 |
Common stock, issued (in shares) | 16,283,684 | 11,926,264 |
Common stock, outstanding (in shares) | 16,283,684 | 11,926,264 |
Class A Shares | ||
Common stock, authorized (in shares) | 50,000,000 | |
Common stock, issued (in shares) | 15,013,001 | 11,926,264 |
Common stock, outstanding (in shares) | 15,013,001 | |
Class B Shares | ||
Common stock, authorized (in shares) | 1,600,000 | |
Common stock, issued (in shares) | 1,270,683 | |
Common stock, outstanding (in shares) | 1,270,683 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Revenue | ||||
Total revenue | $ 29,761,000 | $ 4,089,000 | $ 44,693,000 | $ 11,619,000 |
Costs and expenses | ||||
General and administrative expense | 12,966,000 | 2,990,000 | 23,375,000 | 10,626,000 |
Restaurant operating expenses | 3,660,000 | 0 | 3,904,000 | 0 |
Factory operating expenses | 3,473,000 | 0 | 3,473,000 | 0 |
Impairment of assets | 0 | 753,000 | 0 | 3,927,000 |
Refranchising (gain) loss | (250,000) | 325,000 | (679,000) | 1,869,000 |
Acquisition costs | 2,053,000 | 503,000 | 2,985,000 | 633,000 |
Advertising expense | 5,483,000 | 814,000 | 8,043,000 | 2,358,000 |
Total costs and expenses | 27,385,000 | 5,385,000 | 41,101,000 | 19,413,000 |
Income (loss) from operations | 2,376,000 | (1,296,000) | 3,592,000 | (7,794,000) |
Other income (expense), net | ||||
Interest expense, net of interest income of $836 and $1,554 due from affiliates during the thirteen and thirty-nine weeks ended September 27, 2020, respectively. There was no interest income earned from affiliates in 2021. | (7,072,000) | (123,000) | (11,939,000) | (2,034,000) |
Interest expense related to preferred shares | (173,000) | (323,000) | (725,000) | (1,251,000) |
Net loss on extinguishment of debt | (13,000) | (88,000) | (6,418,000) | (88,000) |
Change in fair value of derivative liability | 0 | (374,000) | 0 | 887,000 |
Gain on contingent consideration payable adjustment | 0 | 1,680,000 | 0 | 1,680,000 |
Other income (expense), net | 64,000 | (63,000) | 189,000 | 6,000 |
Total other (expense) income, net | (7,194,000) | 709,000 | (18,893,000) | (800,000) |
Loss before income tax expense | (4,818,000) | (587,000) | (15,301,000) | (8,594,000) |
Income tax benefit | (1,183,000) | (19,000) | (3,303,000) | (1,405,000) |
Net loss | (3,635,000) | (568,000) | (11,998,000) | (7,189,000) |
Less: Net loss attributable to noncontrolling interest | (14,000) | 0 | (19,000) | 0 |
Net loss attributable to FAT Brands Inc. | $ (3,621,000) | $ (568,000) | $ (11,979,000) | $ (7,189,000) |
Basic loss per common share (in dollars per share) | $ (0.26) | $ (0.04) | $ (0.85) | $ (0.55) |
Diluted loss per common share (in dollars per share) | $ (0.26) | $ (0.04) | $ (0.85) | $ (0.55) |
Basic weighted average shares outstanding (in shares) | 14,144,857 | 13,101,791 | 14,094,772 | 13,077,480 |
Diluted weighted average shares outstanding (in shares) | 14,144,857 | 13,101,791 | 14,094,772 | 13,077,480 |
Cash dividends declared per common share (in dollars per share) | $ 0.13 | $ 0 | $ 0.39 | $ 0 |
Royalty | ||||
Revenue | ||||
Total revenue | $ 13,742,000 | $ 3,156,000 | $ 24,800,000 | $ 8,678,000 |
Franchisor | ||||
Revenue | ||||
Total revenue | 1,087,000 | 122,000 | 2,109,000 | 571,000 |
Advertising | ||||
Revenue | ||||
Total revenue | 5,483,000 | 803,000 | 8,043,000 | 2,347,000 |
Restaurant | ||||
Revenue | ||||
Total revenue | 3,879,000 | 0 | 4,113,000 | 0 |
Factory | ||||
Revenue | ||||
Total revenue | 5,480,000 | 0 | 5,480,000 | 0 |
Management Service | ||||
Revenue | ||||
Total revenue | $ 90,000 | $ 8,000 | $ 148,000 | $ 23,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Class A Shares | Class B Shares | Class A par value | Class B par value | Additional paid-in capital | Total Common Stock | Preferred Stock Shares | Preferred Stock Par Value | Additional paid-in capital | Total Preferred Stock | Non- controlling interest | Accumulated deficit | |
Beginning balance (in shares) at Dec. 29, 2019 | 11,860,299 | 0 | 0 | |||||||||||
Beginning balance, value at Dec. 29, 2019 | $ 5,378 | $ 1 | $ 0 | $ 11,413 | $ 11,414 | $ 0 | $ 0 | $ 0 | $ 0 | $ (6,036) | ||||
Net loss | (7,189) | (7,189) | ||||||||||||
Issuance of common stock in lieu of cash directors' fees payable (in shares) | 65,965 | |||||||||||||
Issuance of common stock in lieu of cash directors’ fees payable | 240 | 240 | 240 | |||||||||||
Issuance of preferred stock (in shares) | 360,000 | |||||||||||||
Issuance of preferred stock | 6,033 | 6,033 | 6,033 | |||||||||||
Exchange of original Series B preferred stock for newly issued Series B preferred stock (in shares) | 60,677 | |||||||||||||
Exchange of original Series B preferred stock for newly issued Series B preferred stock | 1,224 | 1,224 | 1,224 | |||||||||||
Exchange of Series A preferred stock for newly issued Series B preferred stock (in shares) | 74,449 | |||||||||||||
Exchange of Series A preferred stock for newly issued Series B preferred stock | 1,861 | 1,861 | 1,861 | |||||||||||
Exchange of Series A-1 preferred stock for newly issued Series B preferred stock (in shares) | 168,001 | |||||||||||||
Exchange of Series A-1 preferred stock for newly issued Series B preferred stock | 4,200 | 4,200 | 4,200 | |||||||||||
Share-based compensation | 61 | 61 | 61 | |||||||||||
Extinguishment of derivative liability | (887) | (887) | (887) | |||||||||||
Grant of warrants to purchase stock | 2,258 | 2,258 | 2,258 | |||||||||||
Repurchase of warrants | (330) | (330) | (330) | |||||||||||
Dividends declared on Series B preferred stock | (277) | (277) | (277) | |||||||||||
Correction of recorded conversion rights associated with Series A-1 preferred shares | (90) | (90) | (90) | |||||||||||
Ending balance (in shares) at Sep. 27, 2020 | 11,926,264 | 0 | 663,127 | |||||||||||
Ending balance, value at Sep. 27, 2020 | 12,482 | 1 | 0 | 12,665 | 12,666 | 0 | 13,041 | 13,041 | 0 | (13,225) | ||||
Beginning balance (in shares) at Jun. 28, 2020 | 11,894,895 | 0 | 0 | |||||||||||
Beginning balance, value at Jun. 28, 2020 | (3,588) | 1 | 0 | 9,068 | 9,069 | 0 | 0 | 0 | 0 | (12,657) | ||||
Net loss | (568) | (568) | ||||||||||||
Issuance of common stock in lieu of cash directors' fees payable (in shares) | 31,369 | |||||||||||||
Issuance of common stock in lieu of cash directors’ fees payable | 105 | 105 | 105 | |||||||||||
Issuance of preferred stock (in shares) | 360,000 | |||||||||||||
Issuance of preferred stock | 6,033 | 6,033 | 6,033 | |||||||||||
Exchange of original Series B preferred stock for newly issued Series B preferred stock (in shares) | 60,677 | |||||||||||||
Exchange of original Series B preferred stock for newly issued Series B preferred stock | 1,224 | 1,224 | 1,224 | |||||||||||
Exchange of Series A preferred stock for newly issued Series B preferred stock (in shares) | 74,449 | |||||||||||||
Exchange of Series A preferred stock for newly issued Series B preferred stock | 1,861 | 1,861 | 1,861 | |||||||||||
Exchange of Series A-1 preferred stock for newly issued Series B preferred stock (in shares) | 168,001 | |||||||||||||
Exchange of Series A-1 preferred stock for newly issued Series B preferred stock | 4,200 | 4,200 | 4,200 | |||||||||||
Share-based compensation | 45 | 45 | 45 | |||||||||||
Extinguishment of derivative liability | 1,516 | 1,516 | 1,516 | |||||||||||
Grant of warrants to purchase stock | 2,261 | 2,261 | 2,261 | |||||||||||
Repurchase of warrants | (330) | (330) | (330) | |||||||||||
Dividends declared on Series B preferred stock | (277) | (277) | (277) | |||||||||||
Ending balance (in shares) at Sep. 27, 2020 | 11,926,264 | 0 | 663,127 | |||||||||||
Ending balance, value at Sep. 27, 2020 | 12,482 | 1 | 0 | 12,665 | 12,666 | 0 | 13,041 | 13,041 | 0 | (13,225) | ||||
Beginning balance (in shares) at Dec. 27, 2020 | 11,926,264 | 0 | 1,183,272 | |||||||||||
Beginning balance, value at Dec. 27, 2020 | (41,883) | 1 | 0 | (42,776) | (42,775) | 0 | 21,788 | 21,788 | 0 | (20,896) | ||||
Net loss | (11,998) | (19) | (11,979) | |||||||||||
Issuance of common stock through exercise of warrants (in shares) | 464,643 | |||||||||||||
Issuance of common stock through exercise of warrants | 2,193 | 1,799 | 1,799 | 394 | 394 | |||||||||
Issuance of preferred stock (in shares) | 460,000 | |||||||||||||
Issuance of preferred stock | 8,246 | 8,246 | 8,246 | |||||||||||
Share-based compensation (in shares) | 300,000 | |||||||||||||
Share-based compensation | 488 | 488 | 488 | |||||||||||
Measurement period adjustment in accordance with ASU 2015-16 | (1,381) | (1,381) | (1,381) | |||||||||||
Stock contracted for issue in payment of debt (in shares) | 62,500 | |||||||||||||
Stock contracted for issue in payment of debt | 816 | 816 | 816 | |||||||||||
Sale of interest in operating restaurant | 749 | 651 | 651 | 98 | ||||||||||
Dividends declared on common stock | (5,313) | (5,313) | (5,313) | |||||||||||
Dividends declared on Series B preferred stock | (2,084) | (2,084) | (2,084) | |||||||||||
Issuance of common stock in connection with acquisition of LS GFG Holdings Inc. (in shares) | [1] | 1,964,865 | ||||||||||||
Issuance of common stock in connection with acquisition of LS GFG Holdings Inc. | [1] | 21,809 | 21,809 | 21,809 | ||||||||||
Stock dividend of Class B Shares (in shares) | 294,729 | 1,270,683 | ||||||||||||
Stock dividend of Class B Shares | (25) | 1 | (26) | (25) | ||||||||||
Series A Preferred shares retired through issuance of Series B Preferred shares | 9,564 | 9,564 | 9,564 | |||||||||||
Ending balance (in shares) at Sep. 26, 2021 | 15,013,001 | 1,270,683 | 1,643,272 | |||||||||||
Ending balance, value at Sep. 26, 2021 | (18,819) | 2 | 0 | (23,933) | (23,931) | 0 | 37,908 | 37,908 | 79 | (32,875) | ||||
Beginning balance (in shares) at Jun. 27, 2021 | 12,491,528 | 0 | 1,643,272 | |||||||||||
Beginning balance, value at Jun. 27, 2021 | (45,155) | 1 | 0 | (45,087) | (45,086) | 0 | 29,092 | 29,092 | 93 | (29,254) | ||||
Net loss | (3,635) | (14) | (3,621) | |||||||||||
Issuance of common stock through exercise of warrants (in shares) | 199,379 | |||||||||||||
Issuance of common stock through exercise of warrants | 810 | 659 | 659 | 151 | 151 | |||||||||
Issuance of preferred stock | (35) | (35) | (35) | |||||||||||
Share-based compensation | 258 | 258 | 258 | |||||||||||
Measurement period adjustment in accordance with ASU 2015-16 | 70 | 70 | 70 | |||||||||||
Stock contracted for issue in payment of debt (in shares) | 62,500 | |||||||||||||
Stock contracted for issue in payment of debt | 0 | |||||||||||||
Sale of interest in operating restaurant | 500 | 500 | 500 | |||||||||||
Dividends declared on common stock | (2,116) | (2,116) | (2,116) | |||||||||||
Dividends declared on Series B preferred stock | (864) | (864) | (864) | |||||||||||
Issuance of common stock in connection with acquisition of LS GFG Holdings Inc. (in shares) | [1] | 1,964,865 | ||||||||||||
Issuance of common stock in connection with acquisition of LS GFG Holdings Inc. | [1] | 21,809 | 21,809 | 21,809 | ||||||||||
Stock dividend of Class B Shares (in shares) | 294,729 | 1,270,683 | ||||||||||||
Stock dividend of Class B Shares | (25) | 1 | (26) | (25) | ||||||||||
Series A Preferred shares retired through issuance of Series B Preferred shares | 9,564 | 9,564 | 9,564 | |||||||||||
Ending balance (in shares) at Sep. 26, 2021 | 15,013,001 | 1,270,683 | 1,643,272 | |||||||||||
Ending balance, value at Sep. 26, 2021 | $ (18,819) | $ 2 | $ 0 | $ (23,933) | $ (23,931) | $ 0 | $ 37,908 | $ 37,908 | $ 79 | $ (32,875) | ||||
[1] | Excludes 3,089,245 shares of preferred stock classified as redeemable preferred stock as of September 26, 2021. (See Note 15) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) | Jul. 22, 2021shares |
GFG Holdings Inc | Series B Cumulative Preferred Stock | |
Redeemable preferred stock (in shares) | 3,089,245 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (11,998,000) | $ (7,189,000) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Deferred income taxes | (3,384,000) | (1,633,000) |
Net loss on extinguishment of debt | (4,872,000) | (88,000) |
Depreciation and amortization | 3,161,000 | 763,000 |
Share-based compensation | 488,000 | 61,000 |
Change in operating right of use assets | 1,662,000 | 750,000 |
Accretion of loan fees and interest | 1,249,000 | 589,000 |
Accretion of preferred shares | 26,000 | 47,000 |
Accretion of purchase price liability | 72,000 | 381,000 |
Gain on sale of refranchised assets | (869,000) | 55,000 |
Change in fair value of derivative liability | 0 | (887,000) |
Impairment of assets | 0 | 3,927,000 |
Provision for bad debts | 225,000 | 900,000 |
Gain on contingent consideration payable adjustment | 0 | (1,680,000) |
Change in: | ||
Accounts receivable | (3,023,000) | 130,000 |
Accrued interest receivable from affiliate | 0 | (2,613,000) |
Tax Sharing Agreement liability | 0 | (158,000) |
Other current assets | (768,000) | (295,000) |
Deferred income | 1,244,000 | (446,000) |
Accounts payable | 1,646,000 | 312,000 |
Accrued expense | (3,672,000) | (87,000) |
Accrued advertising | 646,000 | (382,000) |
Accrued interest payable | 3,797,000 | (404,000) |
Dividend payable on preferred shares | 699,000 | (809,000) |
Other | (79,000) | 74,000 |
Total adjustments | 7,992,000 | (1,317,000) |
Net cash used in operating activities | (4,006,000) | (8,506,000) |
Cash flows from investing activities | ||
Change in due from affiliates | 0 | (10,103,000) |
Acquisition of subsidiary, net of cash acquired | (346,484,000) | (23,944,000) |
Payments received on loans receivable | 140,000 | 69,000 |
Net proceeds from sale of refranchised restaurants | 1,942,000 | 1,093,000 |
Purchases of property and equipment | (1,661,000) | (239,000) |
Other | (87,000) | 0 |
Net cash provided by (used in) investing activities | (346,150,000) | (33,124,000) |
Cash flows from financing activities | ||
Proceeds from borrowings, net of issuance costs | 479,721,000 | 74,045,000 |
Repayments of borrowings | (93,046,000) | (24,224,000) |
Issuance of preferred shares, net | 8,246,000 | 8,021,000 |
Change in operating lease liabilities | (1,441,000) | (464,000) |
Payments made on acquisition purchase price liability | (1,075,000) | (500,000) |
Exercise of warrants | 2,192,000 | 0 |
Repurchase of warrants | 0 | (330,000) |
Redemption of preferred stock | 0 | (500,000) |
Dividends paid on redeemable preferred stock | (690,000) | 0 |
Dividends paid on common shares | (5,337,000) | 0 |
Dividends paid on preferred shares | (2,097,000) | (175,000) |
Net cash provided by financing activities | 386,473,000 | 55,873,000 |
Net increase in cash and restricted cash | 36,317,000 | 14,243,000 |
Cash and restricted cash at beginning of the period | 7,211,000 | 25,000 |
Cash and restricted cash at end of the period | 43,528,000 | 14,268,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 5,874,000 | 5,420,000 |
Cash paid for income taxes | 639,000 | 84,000 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Director fees converted to common stock | 0 | 240,000 |
Issuance of preferred stock in lieu of cash preferred dividends payable | 0 | 450,000 |
Income taxes receivable included in amounts due from affiliates | $ 0 | $ (158,000) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Income Statement [Abstract] | ||||
Interest income, due from affiliates | $ 0 | $ 836,000 | $ 0 | $ 1,554,000 |
ORGANIZATION AND RELATIONSHIPS
ORGANIZATION AND RELATIONSHIPS | 9 Months Ended |
Sep. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Relationships | ORGANIZATION AND RELATIONSHIPS Organization and Nature of Business FAT Brands Inc. (the "Company" or "FAT") is a leading multi-brand restaurant franchising company that develops, markets and acquires primarily quick-service, fast casual and casual dining restaurant concepts around the world. Organized in March 2017 as a wholly owned subsidiary of Fog Cutter Capital Group, Inc. (“FCCG”), the Company completed an initial public offering on October 20, 2017 and issued additional shares of common stock representing 20 percent of its ownership. During the fourth quarter of 2020, the Company completed a transaction in which FCCG merged into a wholly owned subsidiary of FAT (the “Merger”) and FAT became the indirect parent company of FCCG. As of September 26, 2021, the Company owns and franchises fourteen restaurant brands through various wholly owned subsidiaries: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Yalla Mediterranean, Ponderosa and Bonanza Steakhouses . Combined, these brands have approximately 2,000 locations, including units under construction, and more than 200 under development. Each franchising subsidiary licenses the right to use its brand name and provides franchisees with operating procedures and methods of merchandising. Upon signing a franchise agreement, the franchisor is committed to provide training, some supervision and assistance and access to operations manuals. As needed, the franchisor will also provide advice and written materials concerning techniques of managing and operating the restaurants. With minor exceptions, the Company’s operations are comprised exclusively of franchising a growing portfolio of restaurant brands. This growth strategy is centered on expanding the footprint of existing brands and acquiring new brands through a centralized management organization which provides substantially all executive leadership, marketing, training and corporate accounting services. As part of its ongoing franchising efforts, the Company will, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations. During the refranchising period, the Company will generally operate the restaurants and classifies the operational activities as refranchising gains or losses and the assets and associated liabilities as held-for sale. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and other countries. As a result, Company franchisees temporarily closed some retail locations, modified store operating hours, adopted a “to-go” only operating model or a combination of these actions. These actions reduced consumer traffic, all resulting in a negative impact to franchisee and Company revenue. While the disruption to our business from the COVID-19 pandemic is currently expected to be temporary, there is still a great deal of uncertainty around the severity and duration of the disruption. We may experience longer-term effects on our business and economic growth and changes in consumer demand in the U.S. and worldwide. The effects of COVID-19 may materially adversely affect our business, results of operations, liquidity and ability to service our existing debt, particularly if these effects continue in place for a significant amount of time. Liquidity The Company recognized income from operations of $3.6 million during the thirty-nine weeks ended September 26, 2021 compared to a loss from operations of $7.8 million for the thirty-nine weeks ended September 27, 2020. The Company recognized a net loss of $12.0 million during the thirty-nine weeks ended September 26, 2021 compared to a net loss of $7.2 million during the thirty-nine weeks ended September 27, 2020. A one-time net charge of $6.4 million relating to the refinance of the Company’s debt was included in the net loss for 2021. Net cash used in operations totaled $4.0 million for the thirty-nine weeks ended September 26, 2021 compared to $8.5 million for thirty-nine weeks ended September 27, 2020. As of September 26, 2021, the Company’s total liabilities exceeded total assets by $18.8 million compared to $41.9 million as of December 27, 2020. In the Company’s 2020 Annual Report on Form 10-K (“2020 Form 10-K”), the Company disclosed that the combination of the operating performance during the twelve months ended December 27, 2020 and the Company’s financial position as of December 27, 2020 raised substantial doubt about the Company’s ability to continue as a going concern as assessed under the framework of FASB’s Accounting Standard Codification (“ASC”) 205 for the twelve months following the date of the issuance of the 2020 Form 10-K. On April 26, 2021, the Company completed the issuance and sale in a private offering (the “Offering”) of three tranches of fixed rate secured notes. Proceeds of the Offering were used to repay in full its 2020 Securitization Notes as well as fees and expenses related to the Offering, resulting in net proceeds to the Company of approximately $57.0 million (see Note 11). The Company utilized a portion of the net proceeds from the Offering to repay approximately $12.5 million of indebtedness assumed as a result of the Merger (see Note 11). The Company has successfully completed other subsequent debt and equity transactions which demonstrate its ability to raise capital for acquisitions and working capital. (See Notes 3, 11 and 12) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The operations of Johnny Rockets have been included since its acquisition on September 21, 2020; the operations of FCCG have been included since the merger on December 24, 2020; and the operations of LS GFG Holdings, Inc. (See Note 3) have been included since its acquisition on July 22, 2021. All intercompany accounts and transactions have been eliminated in consolidation. The Company operates its business as one operating and reportable segment. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. Fiscal year – The Company operates on a 52-week calendar and its fiscal year ends on the last Sunday of the calendar year. Consistent with industry practice, the Company measures its stores’ performance based upon 7-day work weeks. Using the 52-week cycle ensures consistent weekly reporting for operations and ensures that each week has the same days since certain days are more profitable than others. The use of this fiscal year means a 53rd week is added to the fiscal year every 5 or 6 years. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter. Use of estimates in the preparation of the condensed consolidated financial statements – The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Financial statement reclassification – Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications including measurement period adjustments to the preliminary purchase price allocations relating to the acquisition of Johnny Rockets and the Merger in accordance with ASU 2015-16. During 2021, adjustments were made to provisional amounts reclassifying $1.4 million between goodwill and additional paid in capital on the condensed consolidated balance sheet. These adjustments did not impact the Company’s condensed consolidated statement of operations during the current or prior periods. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, and later amended the ASU in 2019, as described below. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”) |
MERGERS AND ACQUISITIONS
MERGERS AND ACQUISITIONS | 9 Months Ended |
Sep. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | MERGERS AND ACQUISITIONS Acquisition of GFG Holdings Inc. On July 22, 2021, the Company completed the acquisition of LS GFG Holdings Inc. (“GFG”), for a total purchase price of $444.5 million paid by the Company in the form of $355.2 million in cash, 3,089,245 shares of the Company’s Series B Cumulative Preferred Stock and 1,964,865 shares of the Company’s Common Stock. (the “GFG Acquisition”). Additionally, on July 22, 2021, the Company entered into a put/call agreement with the GFG Sellers, pursuant to which the Company may purchase, or the GFG Sellers may require the Company to purchase 3,089,245 shares of Series B Cumulative Preferred Stock for $67.5 million plus any accrued but unpaid dividends on or before April 22, 2022. (See Note 15) GFG is a franchisor of five franchised brands. GFG’s brands (Great American Cookies, Marble Slab Creamery, Pretzelmaker, Hot Dog on a Stick and Round Table Pizza) are in the quick service restaurant (QSR) industry. The franchise network, across all of the Company’s brands, consists of approximately 1,450 retail stores in ten countries. The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of GFG was estimated at $444.5 million. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. Under Sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation,” as defined, there are annual limitations on the amount of the NOLs and certain other deductions and credits which are available to the Company (the “Section 382 and 383 Limitations”). The portion of the NOLs and other tax benefits accumulated by GFG prior to the Acquisition are subject to these Section 382 and 382 Limitations. Analysis of these Section 382 and 383 Limitations are ongoing. The preliminary allocation of the consideration to the net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 8,693 Accounts receivable 7,246 Prepaid and other current assets 3,818 Other intangible assets, net 277,700 Goodwill 176,155 Right of use assets 6,514 Fixed assets 8,380 Other assets 1,229 Accounts payable (2,408) Accrued expenses (10,168) Accrued Advertising (3,207) Deferred income (869) Operating lease liability (8,744) Deferred tax liability (18,867) Other liabilities (985) Total net identifiable assets $ 444,487 The values of goodwill and other intangible assets were initially considered as of the acquisition date. Descriptions of the Company’s subsequent assessments of impairment of the goodwill and other intangible assets acquired in this acquisition related to COVID-19 are in Note 6 and Note 7. 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 on December 24, 2020, 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 received certain limited registration rights with respect to the shares received in the Merger. As a result of the Merger, FCCG and certain of its wholly owned subsidiaries, Homestyle Dining, LLC, Fog Cap Development LLC, Fog Cap Acceptance Inc. and BC Canyon LLC, became indirect wholly owned subsidiaries of the Company (the “Merged Entities”). Under the Merger Agreement, Holdings has agreed to indemnify the Company for breaches of FCCG’s representations and warranties, covenants and certain other matters specified in the Merger Agreement, subject to certain exceptions and qualifications. Holdings has also agreed to hold a minimum fair market value of shares of Common Stock of the Company to ensure that it has assets available to satisfy such indemnification obligations if necessary. In connection with the Merger, the Company declared a special stock dividend (the “Special Dividend”) payable on the record date to holders of our Common Stock, other than FCCG, consisting of 0.2319998077 shares of the Company’s 8.25% Series B Cumulative Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”) for each outstanding share of Common Stock held by such stockholders, with the value of any fractional shares of Series B Preferred Stock being paid in cash. FCCG did not receive any portion of the Special Dividend, which had a record date of December 21, 2020 and payment date of December 23, 2020. The Special Dividend was expressly conditioned upon the satisfaction or valid waiver of the conditions to closing of the Merger set forth in the Merger Agreement. The Special Dividend was intended to reflect consideration for the potential financial impact of the Merger on the common stockholders other than FCCG, including the assumption of certain debts and obligations of FCCG by the Company by virtue of the Merger. The Company undertook the Merger primarily to simplify its corporate structure and eliminate limitations that restrict the Company’s ability to issue additional Common Stock for acquisitions and capital raising. FCCG holds a substantial amount of net operating loss carryforwards (“NOLs”), which could only be made available to the Company as long as FCCG owned at least 80% of FAT Brands. With the Merger, the NOLs will be held directly by the Company, which will then have greater flexibility in managing its capital structure. In addition, after the Merger the Company will no longer be required to compensate FCCG for utilizing its NOLs under the Tax Sharing Agreement previously in effect between the Company and FCCG. The Merger is treated under ASC 805-50-30-6, which provides that when there is a transfer of assets or exchange of shares between entities under common control, the receiving entity shall recognize those assets and liabilities at their net carrying amounts at the date of transfer. As such, on the date of the Merger, all of the transferred assets and assumed liabilities of the Merged Entities were recorded on the Company’s books at the Merged Entities’ book value. The consolidation of the operations of the Merged Entities with the Company is presented on a prospective basis from the date of transfer. The Merger resulted in the following assets and liabilities being included in the condensed consolidated financial statements of the Company as of the Merger date (in thousands): Prepaid assets $ 33 Deferred tax assets 20,402 Other assets 100 Accounts payable (926) Accrued expense (6,973) Current portion of debt (12,486) Litigation reserve (3,980) Due to affiliates (43,653) Total net identifiable liabilities (net deficit) $ (47,483) Acquisition of Johnny Rockets On September 21, 2020, the Company completed the acquisition of Johnny Rockets Holding Co., a Delaware corporation (“Johnny Rockets”) for a cash purchase price of approximately $24.7 million. The transaction was funded with proceeds from an increase in the Company’s securitization facility (See Note 11). Immediately following the closing of the acquisition of Johnny Rockets, the Company contributed the franchising subsidiaries of Johnny Rockets to FAT Royalty I, LLC pursuant to a Contribution Agreement. (See Note 11). The assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of Johnny Rockets was $24.7 million. The allocation of the consideration to the valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 812 Accounts receivable 1,452 Assets held for sale 10,765 Goodwill 258 Other intangible assets 26,900 Deferred tax assets 4,039 Other assets 438 Accounts payable (1,113) Accrued expenses (3,740) Deferred franchise fees (4,988) Operating lease liability (10,028) Other liabilities (65) Total net identifiable assets $ 24,730 The values of goodwill and other intangible assets were initially considered as of the acquisition date. Descriptions of the Company’s subsequent assessments of impairment of the goodwill and other intangible assets acquired in this acquisition related to COVID-19 are in Note 6 and Note 7. Proforma Information The table below presents the combined proforma revenue and net loss of the Company and GFG, FCCG and Johnny Rockets (the "Acquired Entities"), for the thirteen and thirty-nine weeks ended September 26, 2021 and September 27, 2020, assuming the acquisition of the Acquired Entities had occurred on December 30, 2019 (the beginning of the Company’s 2020 fiscal year), pursuant to ASC 805-10-50 (in thousands). Actual consolidated results are presented in the proforma information for any period in which an Acquired Entity was actually a consolidated subsidiary of the Company. This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of the Acquired Entities occurred on this date nor does it purport to predict the results of operations for future periods. Thirteen Weeks Ended Thirty-nine Weeks Ended Thirteen Weeks Ended Thirty-nine Weeks Ended Revenue $ 36,517 $ 109,997 $ 36,563 $ 113,942 Net loss $ (3,839) $ (8,439) $ (5,550) $ (23,578) The proforma information above reflects the combination of the Company’s unaudited results as disclosed in the accompanying condensed consolidated statements of operations for the thirteen and thirty-nine weeks ended September 26, 2021 and September 27, 2020, together with the unaudited results of each of the Acquired Entities for the thirteen and thirty-nine weeks ended September 26, 2021 and September 27, 2020, with the following adjustments: For the acquisition of GFG: ● Amortization of intangible assets has been adjusted to reflect the preliminary fair value at the assumed acquisition date. ● The proforma interest expense has been adjusted to exclude actual GFG 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. ● Income tax effect is based on an assumed statutory income tax rate of 26%. For the merger with FCCG: ● FCCG historically made loan advances to Andrew A. Wiederhorn, its CEO and significant stockholder (the “Stockholder Loan”). Prior to the Merger, the Stockholder Loan was cancelled, and the balance recorded as a loss by FCCG on forgiveness of loan to stockholder. Had the Merger been completed as of the assumed proforma date of December 30, 2019 (the beginning of the Company’s 2020 fiscal year), the Stockholder Loan would have been cancelled prior to that date and there would have been no further advances made. As a result, the proforma information above eliminates the loss by FCCG on forgiveness of loan to stockholder and the related interest income recorded by FCCG in its historical financial statements. For the acquisition of Johnny Rockets: ● The unaudited proforma revenue and net (loss) income present franchise fee revenue and advertising revenue in accordance with ASC 606 in a manner consistent with the Company’s application thereof. As a non-public company, Johnny Rockets had not yet been required to adopt ASC 606. ● Overhead allocations from the former parent company have been adjusted to the estimated amount the Company would have allocated. ● Former parent company management fees have been eliminated from the proforma. ● Amortization of intangible assets has been adjusted to reflect the preliminary fair value at the assumed acquisition date. ● Depreciation on assets treated as held for sale by the Company has been eliminated. ● The proforma adjustments include advertising expenses in accordance with ASC 606. ● The proforma interest expense has been adjusted to exclude actual Johnny Rockets interest expense incurred prior to the acquisition. All interest-bearing liabilities were paid off at closing. ● The proforma interest expense has been adjusted to include proforma interest expense that would have been incurred relating to the acquisition financing obtained by the Company. ● Non-recurring gains and losses have been eliminated from the proforma statements. |
REFRANCHISING
REFRANCHISING | 9 Months Ended |
Sep. 26, 2021 | |
Refranchising | |
Refranchising | REFRANCHISING As part of its ongoing franchising efforts, the Company may, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations or acquire existing franchise locations to resell to another franchisee across all of its brands. The Company meets all of the criteria requiring that acquired assets used in the operation of certain restaurants be classified as held for sale. As a result, the following assets have been classified as held for sale on the accompanying condensed consolidated balance sheets as of September 26, 2021 and December 27, 2020 (in thousands): September 26, December 27, Property, plant and equipment $ 776 $ 1,352 Operating lease right of use assets $ 4,815 $ 9,479 Total $ 5,591 $ 10,831 Operating lease liabilities related to the assets classified as held for sale in the amount of $4.9 million and $9.9 million have been classified as current liabilities on the accompanying condensed consolidated balance sheets as of September 26, 2021 and December 27, 2020, respectively. Refranchising gains in the thirty-nine weeks ended September 26, 2021 were comprised of $1.6 million in net gains related to refranchised restaurants, partially offset by $0.9 million of restaurant operating costs, net of food sales. Refranchising losses in the thirty-nine weeks ended September 27, 2020 were comprised of $1.1 million of restaurant operating costs, net of food sales, plus $0.8 million in net losses related to the sale or closure of refranchised restaurants. Refranchising gains for the thirteen weeks ended September 26, 2021 were comprised of $0.5 million in net gains related to refranchised restaurants, partially offset by $0.2 million of restaurant operating costs, net of food sales. Refranchising losses in the thirteen weeks ended September 27, 2020 were comprised of $0.3 million of restaurant operating costs, net of food sales. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Sep. 26, 2021 | |
Receivables [Abstract] | |
Note Receivable | NOTE RECEIVABLE The Elevation Buyer Note was funded in connection with the purchase of Elevation Burger in 2019. The Company loaned $2.3 million in cash to the Seller under a subordinated promissory note bearing interest at 6.0% per year and maturing in August 2026 . The balance owing to the Company under the Elevation Buyer Note may be used by the Company to offset amounts owing to the Seller under the Elevation Note under certain circumstances (See Note 11). As part of the total consideration for the Elevation acquisition, the Elevation Buyer Note was recorded at a carrying value of $1.9 million, which was net of a discount of $0.4 million. As of September 26, 2021 and December 27, 2020, the balance of the Elevation Note was $1.7 million and $1.8 million, respectively, which were net of discounts of $0.2 million and $0.3 million, respectively. During the thirteen and thirty-nine weeks ended September 26, 2021, the Company recognized $49,000 and $151,000 in interest income on the Elevation Buyer Note, respectively. During the thirteen and thirty-nine weeks ended September 27, 2020, the Company recognized $52,000 and $158,000, respectively, in interest income on the Elevation Buyer Note. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL Goodwill consisted of the following (in thousands): September 26, December 27, Goodwill: Fatburger $ 529 $ 529 Global Franchise Group 176,155 — Buffalo’s 5,365 5,365 Hurricane 2,772 2,772 Yalla 261 261 Elevation Burger 521 521 Johnny Rockets 258 1,461 Total goodwill $ 185,861 $ 10,909 A review of the carrying value of goodwill as of September 26, 2021 did not result in any impairment charges for the thirty-nine weeks ended as of that date. When considering the available facts, assessments and judgments, as of September 27, 2020, the Company recorded goodwill impairment charges of $1.5 million relating to the Ponderosa and Bonanza brands for the thirty-nine weeks ended as of that date. Because of the risks and uncertainties related to the COVID-19 pandemic events, the negative effects on the operations of the Company’s franchisees could prove to be worse than currently estimated and result in the need to record additional goodwill impairment charges in future periods. |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 26, 2021 | |
Other Intangible Assets | |
Other Intangible Assets | 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): September 26, December 27, Trademarks: Fatburger $ 2,135 $ 2,135 Global Franchise Group 149,800 — Buffalo’s 27 27 Hurricane 6,840 6,840 Ponderosa 300 300 Yalla 776 776 Elevation Burger 4,690 4,690 Johnny Rockets 20,300 20,300 Total trademarks 184,868 35,068 Franchise agreements: Hurricane – cost 4,180 4,180 Hurricane – accumulated amortization (1,045) (804) Global Franchise Group - cost 43,300 — Global Franchise Group - accumulated amortization (601) — Ponderosa – cost 1,477 1,477 Ponderosa – accumulated amortization (414) (337) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (1,135) (761) Johnny Rockets – cost 6,600 6,600 Johnny Rockets – accumulated amortization (507) (162) Total franchise agreements 54,305 12,643 Customer relationships: Global Franchise Group - cost 84,600 — Global Franchise Group - accumulated amortization (1,085) — Total customer relationships 83,515 — Total Other Intangible Assets $ 322,688 $ 47,711 The Company reviewed the carrying value of its other intangible assets as of September 26, 2021 and September 27, 2020. During the thirty-nine weeks ended September 26, 2021, no impairment charges for other intangible assets were deemed necessary. As a result of these analyses, when considering the available facts, assessments and judgments, during the thirty-nine weeks ended September 27, 2020, the Company recorded goodwill impairment charges of $1.5 million and tradename impairment charges of $2.5 million relating to the Ponderosa, Yalla and Bonanza brands. Because of the risks and uncertainties related to the COVID-19 pandemic events, the negative effects on the operations of the Company’s franchisees could prove to be worse than currently estimated and result in the need to record additional other intangible asset impairment charges in future periods. The expected future amortization of the Company’s franchise agreements and customer relationships as of September 26, 2021 is as follows (in thousands): Fiscal year: Remaining 2021 $ 2,909 2022 11,638 2023 11,638 2024 11,333 2025 11,139 Thereafter 89,163 Total $ 137,820 |
DEFERRED INCOME
DEFERRED INCOME | 9 Months Ended |
Sep. 26, 2021 | |
Deferred Income | |
Deferred Income | DEFERRED INCOME Deferred income was as follows (in thousands): September 26, December 27, Deferred franchise fees $ 12,328 $ 10,003 Deferred royalties 160 291 Deferred vendor incentives 611 692 Total $ 13,099 $ 10,986 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The following table presents the Company’s benefit for income taxes (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Benefit for income taxes $ (1,183) $ (19) $ (3,303) $ (1,405) Effective tax rate 24.6 % 3.2 % 21.6 % 16.3 % The difference between the statutory tax rate of 21% and the effective tax rate in the thirty-nine weeks ended September 26, 2021 was primarily due to the impact of state income taxes. |
LEASES
LEASES | 9 Months Ended |
Sep. 26, 2021 | |
Leases | |
Leases | LEASESAs of September 26, 2021, the Company has forty-seven operating leases for corporate offices, thirty-six Company owned stores and for certain restaurant properties that are in the process of being refranchised. The leases have remaining terms ranging from 0.5 to 7.7 years. The Company recognized lease expense of $1.4 million and $0.4 million for the thirteen weeks ended September 26, 2021 and September 27, 2020, respectively. For the thirty-nine weeks ended September 26, 2021 and September 27, 2020, the Company recognized lease expense of $2.8 million and $1.1 million, respectively. The weighted average remaining lease term of the operating leases as of September 26, 2021 was 4.8 years. Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): September 26, December 27, Right of use assets $ 17,419 $ 13,948 Lease liabilities $ 20,548 $ 14,651 The weighted average discount rate used to calculate the carrying value of the right of use assets and lease liabilities was 9.3% in each case, which was based on the Company’s incremental borrowing rate at the time the lease was acquired. The contractual future maturities of the Company’s operating lease liabilities as of September 26, 2021, including anticipated lease extensions, are as follows (in thousands): Fiscal year: 2021 $ 3,943 2022 5,119 2023 4,212 2024 3,975 2025 3,262 Thereafter 3,901 Total lease payments 24,412 Less imputed interest 3,864 Total $ 20,548 The current portion of the operating lease liability as of September 26, 2021 was $4.8 million. Supplemental cash flow information for the thirty-nine weeks ended September 26, 2021 related to leases was as follows (in thousands): Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 2,282 Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities $ — |
DEBT
DEBT | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT 2021 GFG Royalty Securitization In connection with the acquisition of GFG, on July 22, 2021, FAT Brands GFG Royalty I, LLC (“GFG Royalty”), a special purpose, wholly-owned subsidiary of the Company, completed the issuance and sale in a private offering (the “GFG Offering”) of three tranches of fixed rate senior secured notes (the "GFG Securitization Notes"). The GFG Securitization Notes were issued in a securitization transaction and had the following terms: Closing Class Seniority Principal Coupon Weighted Non-Call Anticipated Final Legal 7/22/2021 A-2 Senior $ 209,000,000 6.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 B-2 Senior Subordinated $ 84,000,000 7.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 M-2 Subordinated $ 57,000,000 9.50 % 2.01 6 7/25/2023 7/25/2051 Net proceeds from the issuance of the GFG Securitization Notes totaled $338.9 million, which consisted of the combined face amount of $350.0 million, net of debt offering costs of $6.0 million and original issue discount of $5.1 million. Substantially all of the proceeds were used to acquire GFG. As of September 26, 2021, the carrying value of the GFG Securitization Notes was $339.3 million (net of debt offering costs of $5.8 million and original issue discount of $4.9 million). The Company recognized interest expense on the GFG Securitization Notes of $4.6 million for the thirteen and thirty-nine weeks ended September 26, 2021, which includes $0.2 million for amortization of debt offering costs and $0.2 million for amortization of the original issue discount. The average annualized effective interest rate of the GFG Securitization Notes, including the amortization of debt offering costs and original issue discount, was 7.5% for the time the debt was outstanding during the thirty-nine weeks ended September 26, 2021. The GFG Securitization Notes require that the principal (if any) and interest obligations be segregated 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 interest reserve is generally remitted to the Company. Interest payments are required to be made on a quarterly basis and, unless repaid on or before July 25, 2023 additional interest equal to 1.0% per annum will accrue on each tranche. The material terms of the GFG Securitization Notes also include, among other things, the following financial covenants: (i) debt service coverage ratio, (ii) leverage ratio and (iii) senior leverage ratio. As of September 26, 2021, the Company was in compliance with these covenants. Immediately following the closing of the acquisition of GFG, the Company contributed the franchising subsidiaries of GFG to GFG Royalty, pursuant to a Contribution Agreement. The GFG Securitization Notes are generally secured by a security interest in substantially all the assets of GFG Royalty and its subsidiaries. 2021 FB Royalty Securitization On April 26, 2021, FAT Brands Royalty I, LLC (“FB Royalty”), a special purpose, wholly-owned subsidiary of FAT Brands, completed the Offering of three tranches of fixed rate senior secured notes (collectively, the “2021 Securitization Notes”) as follows: Closing Class Seniority Principal Coupon Weighted Non-Call Anticipated Final Legal 4/26/2021 A-2 Senior $ 97,104,000 4.75 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 B-2 Senior Subordinated $ 32,368,000 8.00 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 M-2 Subordinated $ 15,000,000 9.00 % 2.25 6 7/25/2023 4/25/2051 Net proceeds from the issuance of the 2021 Securitization Notes totaled $140.8 million, which consisted of the combined face amount of $144.5 million, net of debt offering costs of $3.0 million and original issue discount of $0.7 million. As of September 26, 2021, the carrying value of the 2021 Securitization Notes was $141.1 million (net of debt offering costs of $2.7 million and original issue discount of $0.7 million). The Company recognized interest expense on the 2021 Securitization Notes of $2.3 million and $3.9 million for the thirteen and thirty-nine weeks ended September 26, 2021, respectively, which includes $0.1 million and $0.2 million for amortization of debt offering costs, respectively, and $35,000 and $69,000 for amortization of the original issue discount, respectively. The average annualized effective interest rate of the 2021 Securitization Notes, including the amortization of debt offering costs and original issue discount, was 6.6% for the time the debt was outstanding during the thirty-nine weeks ended September 26, 2021. The 2021 Securitization Notes require that the principal (if any) and interest obligations be 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 interest reserve is generally remitted to the Company. Interest payments are required to be made on a quarterly basis and, unless repaid on or before July 25, 2023 additional interest equal to 1.0% per annum will accrue on each tranche. The material terms of the 2021 Securitization Notes also include, among other things, the following financial covenants: (i) debt service coverage ratio, (ii) leverage ratio and (iii) senior leverage ratio. As of September 26, 2021, the Company was in compliance with these covenants. The 2021 Securitization Notes are generally secured by a security interest in substantially all the assets of FB Royalty and its subsidiaries. A portion of the proceeds of the 2021 Securitization Notes were used to repay and retire the following notes issued in 2020 under the Base Indenture: Note Public Seniority Issue Amount Coupon First Call Date Final Legal Maturity Series A-2 BB Senior $ 20,000,000 6.50 % 4/27/2021 4/27/2026 Series B-2 B Senior Subordinated $ 20,000,000 9.00 % 4/27/2021 4/27/2026 Series M-2 N/A Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 The payoff amount totaled $83.7 million, which included principal of $80.0 million, accrued interest of $2.2 million and prepayment premiums of $1.5 million. FB Royalty recognized a loss on extinguishment of debt of $7.8 million in connection with the refinance. The Company recognized interest expense on the 2020 Securitization Notes of $0 and $0.9 million for the thirteen weeks ended September 26, 2021 and September 27, 2020, respectively. The Company recognized interest expense related to the 2020 Securitization Notes of $2.6 million and $2.1 million for the thirty-nine weeks ended September 26, 2021 and September 27, 2020, respectively. Elevation Note On June 19, 2019, the Company completed the acquisition of Elevation Burger. A portion of the purchase price included the issuance to the Seller of a convertible subordinated promissory note (the “Elevation Note”) with a principal amount of $7.5 million, bearing interest at 6.0% per year and maturing in July 2026. The Elevation Note is convertible under certain circumstances into shares of the Company’s common stock at $12.00 per share. In connection with the valuation of the acquisition of Elevation Burger, the Elevation Note was recorded on the condensed consolidated financial statements of the Company at $6.2 million (net of a loan discount of $1.3 million and debt offering costs of $30,000). As of September 26, 2021, the carrying value of the Elevation Note was $5.8 million (net of the loan discount of $0.7 million and debt offering costs of $48,000). As of December 27, 2020, the carrying value of the Elevation Note was $5.9 million (net of the loan discount of $0.9 million and debt offering costs of $56,000). The Company recognized interest expense relating to the Elevation Note during the thirteen and thirty-nine weeks ended September 26, 2021 in the amount of $165,000 and $504,000, respectively, which included amortization of the loan discount of $62,000 and $192,000, and amortization of $3,000 and $8,000 in debt offering costs, respectively. The Company recognized interest expense relating to the Elevation Note during the thirteen and thirty-nine weeks ended September 27, 2020 in the amount of $153,000 and $517,000, respectively, which included amortization of the loan discount of $69,000 and $210,000, and amortization of $3,000 and $8,000 in debt offering costs, respectively. The annualized effective interest rate for the Elevation Note during the thirty-nine weeks ended September 26, 2021 was 11.4%. The Elevation Note is a general unsecured obligation of Company and is subordinated in right of payment to all senior indebtedness of the Company. Assumed Debt from Merger In connection with the Merger, certain debts of FCCG totaling $12.5 million (the “FCCG Debt”) were assumed by Fog Cutter Acquisition LLC. During June 2021, the FCCG Debt was paid in full in the amount of $12.5 million, including accrued interest. The Company recognized interest expense relating to the FCCG Debt of $241,000 during the thirty-nine weeks ended September 26, 2021. Paycheck Protection Program Loans During 2020, the Company received loan proceeds in the amount of approximately $1.5 million under 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. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 26, 2021 | |
Equity [Abstract] | |
Preferred Stock | PREFERRED STOCK Series B Cumulative Preferred Stock On July 13, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) to issue and sell in a public offering (the “Offering”) 360,000 shares of 8.25% Series B Cumulative Preferred Stock (“Series B Preferred Stock”) and 1,800,000 warrants to purchase common stock at $5.00 per share, plus 99,000 additional warrants pursuant to the underwriter’s overallotment option (the “2020 Series B Offering Warrants”). The Offering closed on July 16, 2020 with net proceeds to the Company of $8.1 million (net of $0.9 million in underwriting and offering costs). In addition to the shares issued in the Offering, the Company concurrently engaged in the following transactions: • The holders of the outstanding 57,140 shares of Original Series B Preferred became subject to the new terms of the Certificate of Designation and received an additional 3,537 shares of Series B Preferred stock in payment of previously accrued dividends. • The Company entered into an agreement to exchange 15,000 shares of Series A Fixed Rate Cumulative Preferred Stock owned by FCCG, including accrued dividends thereon, for 74,449 shares of Series B Preferred Stock. • The Company exchanged all of the outstanding shares of Series A-1 Fixed Rate Cumulative Preferred Stock for 168,001 shares of Series B Preferred Stock. In December 2020, in connection with the acquisition of FCCG by the Company, the Company declared a special stock dividend (the “Special Dividend”) payable only to holders of the Company’s Common Stock, other than FCCG, on the record date, consisting of 0.2319998077 shares of Series B Cumulative Preferred Stock for each outstanding share of Common Stock held by such stockholders. The Special Dividend was paid on December 23, 2020 and resulted in the issuance of 520,145 additional shares of Series B Preferred Stock with a market value on the payment date of approximately $8.9 million. On June 22, 2021, the Company closed a second underwritten public offering of 460,000 shares of 8.25% Series B Cumulative Preferred Stock at a price to the public of $20.00 per share. The net proceeds to the Company totaled $8.3 million (net of $0.9 million in underwriting discounts and other offering expenses). On July 22, 2021, the Company completed the acquisition of GFG, for a total purchase price of $444.5 million. A portion of the consideration paid included 3,089,245 newly issued shares of the Company’s Series B Preferred Stock (the "GFG Preferred Stock Consideration"). Additionally, on July 22, 2021, the Company entered into a put/call agreement with the GFG sellers, pursuant to which the Company may purchase, or the GFG Sellers may require the Company to purchase the GFG Preferred Stock Consideration for $67.5 million plus any accrued but unpaid dividends on or before April 22, 2022. As a result of the effect of the put/call agreement, which may require the Company to pay the counterparty in cash, which may require the Company to pay the counterparty in cash, the GFG Preferred Stock Consideration has been classified as redeemable preferred stock on the Company's condensed consolidated balance sheet. (See Note 15) On August 25, 2021, the Company redeemed 80,000 outstanding Series A Preferred Stock, with a redemption value of $8.0 million, plus accrued dividends thereon in the amount of $1.6 million, held by Trojan Investments, LLC in exchange for 478,199 shares of Series B Preferred Stock valued at $20 per share. The Company recognized a loss on extinguishment of debt in the amount of $13,000 resulting from the redemption of the Series A Preferred Stock. As of September 26, 2021, the Series B Preferred Stock consisted of 1,643,272 shares outstanding with a book value of $37.9 million and 3,089,245 redeemable shares outstanding with a book value of $66.8 million. The Company paid preferred dividends to the holders of the Series B Preferred Stock totaling $0.9 million and $2.1 million during the thirteen and thirty-nine weeks ended September 26, 2021. Series A Fixed Rate Cumulative Preferred Stock On June 8, 2018, the Company filed a Certificate of Designation of Rights and Preferences of Series A Fixed Rate Cumulative Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of the State of Delaware (the “Certificate of Designation”), designating a total of 100,000 shares of Series A Preferred Stock. The Company issued 100,000 shares of Series A Preferred stock in the following two transactions: (i) On June 7, 2018, the Company entered into a Subscription Agreement for the issuance and sale (the “Series A Offering”) of 800 units (the “Units”), with each Unit consisting of (i) 100 shares of the Company’s newly designated Series A Fixed Rate Cumulative Preferred Stock (the “Series A Preferred Stock”) and (ii) warrants (the “Series A Warrants”) to purchase 127 shares of the Company’s common stock at $7.83 per share. The sales price of each Unit was $10,000, resulting in gross proceeds to the Company from the initial closing of $8.0 million 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 $2.0 million of the remaining balance of the Company’s outstanding Promissory Note issued to the FCCG on October 20, 2017 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”). The Company classified the Series A Preferred Stock as debt in the condensed consolidated balance sheets. 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 held by Ridgewood Select Value Fund LP and its affiliate, plus accrued dividends thereon, 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. On August 25, 2021, the Company redeemed the remaining 80,000 outstanding Series A Preferred Stock, with a redemption value of $8.0 million, plus accrued dividends thereon in the amount of $1.6 million, held by Trojan Investments, LLC in exchange for 478,199 shares of Series B Preferred Stock valued at $20 per share. The Company recognized a loss on extinguishment of debt in the amount of $13,000 resulting from the redemption of the Series A Preferred Stock. As of September 26, 2021, there were no remaining shares of Series A Preferred Stock outstanding. The Company recognized interest expense on the Series A Preferred Stock of $0.2 million and $0.4 million for the thirteen weeks ended September 26, 2021 and September 27, 2020, respectively. The Company recognized interest expense on the Series A Preferred Stock of $0.7 million and $1.1 million for the thirty-nine weeks ended September 26, 2021 and September 27, 2020. 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 amount 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 $2.4 million and recorded a derivative liability in that amount, together with an offsetting reduction in Additional Paid-In Capital. As described above, 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 $1.5 million and resulted in the recognition of $0.9 million in income from the decrease in the value of the derivative liability. With the termination of the Conversion Option, the $1.5 million remaining balance in derivative liability was written off with an offsetting credit to Additional Paid-in Capital. |
ACQUISITION PURCHASE PRICE PAYA
ACQUISITION PURCHASE PRICE PAYABLE | 9 Months Ended |
Sep. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition Purchase Price Payable | ACQUISITION PURCHASE PRICE PAYABLEOn June 21, 2021, the Company settled in full, the acquisition purchase price payable relating to the acquisition of Yalla Mediterranean. At the time of the settlement, the payable had a book value of $2.1 million.The Company paid cash of $1.1 million and agreed to issue 62,500 shares of its common stock, with a market value of $0.8 million ($13.05 per share) in satisfaction of the obligation. The Company recognized a gain on the extinguishment of the debt in the amount of $0.2 million during the thirty-nine weeks ended September 26, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 26, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS During the thirty-nine weeks ended September 26, 2021, there were no reportable related party transactions. For the thirty-nine weeks ended September 27, 2020, the Company reported the following: Due from Affiliates On April 24, 2020, the Company entered into an Intercompany Revolving Credit Agreement with FCCG (“Intercompany Agreement”). The Company had previously extended credit to FCCG pursuant to a certain Intercompany Promissory Note (the “Original Note”), dated October 20, 2017, with an initial principal balance of $11,906,000. Subsequent to the issuance of the Original Note, the Company and certain of its direct or indirect subsidiaries made additional intercompany advances. Pursuant to the Intercompany Agreement, the revolving credit facility bears interest at a rate of 10% per annum, has a five-year term with no prepayment penalties, and has a maximum capacity of $35,000,000. All additional borrowings under the Intercompany Agreement are subject to the approval of the Board of Directors, in advance, on a quarterly basis and may be subject to other conditions as set forth by the Company. The initial balance under the Intercompany Agreement totaled $21,067,000 including the balance of the Original Note, borrowings subsequent to the Original Note, accrued and unpaid interest income, and other adjustments through December 29, 2019. As of September 27, 2020, the balance receivable under the Intercompany Agreement was $33,382,000. Effective July 5, 2018, the Company made a preferred capital investment in Homestyle Dining LLC, a Delaware limited liability corporation (“HSD”) in the amount of $4.0 million (the “Preferred Interest”). FCCG owns all of the common interests in HSD. The holder of the Preferred Interest is entitled to a 15% priority return on the outstanding balance of the investment (the “Preferred Return”). Any available cash flows from HSD on a quarterly basis are to be distributed to pay the accrued Preferred Return and repay the Preferred Interest until fully retired. On or before the five-year anniversary of the investment, the Preferred Interest is to be fully repaid, together with all previously accrued but unpaid Preferred Return. FCCG has unconditionally guaranteed repayment of the Preferred Interest in the event HSD fails to do so. As of September 27, 2020, the balance receivable, including accrued and unpaid interest income, under the Preferred Interest was $5,350,000. |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 9 Months Ended |
Sep. 26, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | REDEEMABLE PREFERRED STOCKIn satisfaction of a portion of the purchase price in connection with the acquisition of GFG, the Company issued 3,089,245 shares of its Series B Preferred Stock (the "GFG Preferred Stock Consideration"). Additionally, on July 22, 2021, the Company entered into a put/call agreement with the GFG sellers, pursuant to which the Company may purchase, or the GFG Sellers may require the Company to purchase in cash, the GFG Preferred Stock Consideration for $67.5 million, plus any accrued but unpaid dividends, on or before April 22, 2022. The parties valued the GFG Preferred Stock Consideration and the put/call agreement at $67.5 million and the Company has classified them as redeemable preferred stock in its condensed consolidated balance sheets.As of September 26, 2021, the carrying value of the redeemable preferred stock was $66.8 million. The Company declared dividends in the amount of $0.7 million relating to the GFG Preferred Stock Consideration for the thirteen and thirty-nine weeks ended September 26, 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 26, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY On August 16, 2021, the Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended Certificate”) with the Secretary of State of the State of Delaware, which among other things, (i) authorized 50,000,000 shares of Class A Common Stock and 1,600,000 shares of Class B Common Stock, and (ii) reclassified the Company’s outstanding shares of Common Stock as Class A Common Stock as of such date (the "Recapitalization"). Prior to the Recapitalization, the Company’s authorized common shares totaled 25,000,000 in a single class. The terms of the Amended Certificate require equal or better treatment for the Class A Common Stock to the Class B Common Stock in transactions such as distributions, mergers, dissolution or recapitalization. Generally, each holder of shares of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation, while each holder of shares of Class B Common Stock shall be entitled to two thousand votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. The foregoing is qualified in its entirety by reference to the full text of the Amended Certificate, which is filed as Exhibit 3.1 on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 19, 2021 and incorporated by reference herein. On October 15, 2021, the Board of Directors of the Company approved an amendment and restatement (the “Amendment”) of the Company’s Bylaws, effective as of the same date. The Amendment revised the stockholder voting provisions of the Bylaws to reflect the dual class common stock structure adopted by the Company in August 2021. In addition, the Amendment revised the provisions in the Bylaws for stockholder voting by written consent and the procedure for fixing the size of the Board of Directors and made certain other conforming changes. As of September 26, 2021 and December 27, 2020, the total number of authorized shares of common stock was 51,600,000 and 25,000,000, respectively. There were 15,013,001 shares of Class A common stock and 1,270,683 shares of Class B common stock outstanding at September 26, 2021 and 11,926,264 shares of Class A common stock issued and outstanding at December 27, 2020. Below are the changes to the Company’s common stock during the thirty-nine weeks ended September 26, 2021: ● Upon the effective date of the Recapitalization, each share of Common Stock outstanding as of June 29, 2021 was reclassified as Class A Common Stock, and on August 23, 2021, the Company distributed a dividend of 0.10 shares of Class B Common Stock for each outstanding share to holders of Class A Common Stock. This resulted in the issuance of 1,270,683 shares of Class B Common Stock. ● Warrants to purchase 464,643 shares of common stock were exercised during the thirty-nine weeks ended September 26, 2021. The proceeds to the Company from the exercise of the warrants totaled $2.2 million. ● Between April 6, 2021 and May 18, 2021, the Company granted 300,000 restricted shares of common stock to certain senior executives of the Company. The shares vest over three years in equal installments at the anniversary date of grant. The value of the restricted stock grant was $2.8 million and will be amortized as compensation expense over the vesting period. ● On June 21, 2021, the Company entered into an agreement to issue 62,500 shares of common stock with a market value of 0.8 million in partial payment of the acquisition purchase price payable relating to the acquisition of Yalla Mediterranean (See Note 13). ● On April 20, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on May 7, 2021 to stockholders of record as of May 3, 2021, for a total of $1.6 million. ● On June 1, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on June 21, 2021 to stockholders of record as of June 14, 2021, for a total of $1.6 million. ● On July 22, 2021, the Company completed the acquisition of GFG and issued 1,964,865 shares of the Company’s Common Stock with a value of $21.8 million. ● On August 24, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on September 15, 2021 to stockholders of record as of September 6, 2021, for a total of $2.1 million. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | 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. The Company has periodically issued stock options under the Plan. All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually. As of September 26, 2021, there were 658,605 stock options outstanding with a weighted average exercise price of $7.47 per share (adjusted for the effect of the Class B common stock dividend (See Note 16)). During the thirty-nine weeks ended September 26, 2021 the Company granted a total of 300,000 shares of its common stock to three employees (the “Grant Shares”). The Grant Shares vest one-third each year on the anniversary date of the grant. The grantees are entitled to any common dividends relating to the Grant Shares during the vesting period. The Grant Shares were valued at $2.8 million as of the date of grant. The related compensation expense will be recognized over the vesting period. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 26, 2021 | |
Warrants | |
Warrants | WARRANTS The Company’s warrant activity for the thirty-nine weeks ended September 26, 2021 was as follows: Number of Weighted Weighted Warrants outstanding at December 27, 2020 2,273,533 $ 4.60 3.5 Grants 8,184 $ 3.88 3.8 Exercised (475,853) $ 3.88 3.7 Cancelled (2,849) $ 3.88 3.8 Warrants outstanding at September 26, 2021 1,803,015 $ 4.76 3.5 Warrants exercisable at September 26, 2021 1,803,015 $ 4.76 3.5 (1) Pricing adjusted for dividends and Class B stock dividend. |
DIVIDENDS ON COMMON STOCK
DIVIDENDS ON COMMON STOCK | 9 Months Ended |
Sep. 26, 2021 | |
Dividends On Common Stock | |
Dividends on Common Stock | DIVIDENDS ON COMMON STOCK On April 20, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on May 7, 2021 to stockholders of record as of May 3, 2021, for a total of $1.6 million. On June 1, 2021, the Board of Directors declared a cash dividend of $0.13 per share of common stock, payable on June 21, 2021 to stockholders of record as of June 14, 2021, for a total of $1.6 million. On August 24, 2021, the Board of Directors declared a cash dividend of 0.13 per share of common stock, payable on September 15, 2021 to stockholders of record as of September 6, 2021, for a total of $2.1 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation James Harris and Adam Vignola v. Squire Junger, James Neuhauser, Edward Rensi, Andrew Wiederhorn, Fog Cutter Holdings, LLC, and Fog Cutter Capital Group, Inc., and FAT Brands Inc., nominal defendant (Delaware Chancery Court, Case No. 2021-0511) On June 10, 2021, plaintiffs James Harris and Adam Vignola, putative stockholders of the Company, filed a derivative action in Delaware nominally on the Company’s behalf against the Company’s current directors and our current and former majority stockholders alleging claims of breach of fiduciary duty, unjust enrichment and waste arising out of the Company’s December 2020 merger with Fog Cutter Capital Group, Inc. Mr. Vignola was previously involved in litigation against the Company, having filed a putative class action lawsuit relating to the Company’s 2017 initial public offering, which lawsuit was voluntarily dismissed by stipulation in 2020. The defendants dispute the allegations of the new lawsuit and intend to vigorously defend against the claims. However, this matter is in the early stages and we cannot predict the outcome of this lawsuit. Subject to certain limitations, we are obligated to indemnify our directors in connection with the lawsuit and any related litigation or settlements amounts, which may be time-consuming, result in significant expense and divert the attention and resources of our management. An unfavorable outcome may exceed coverage provided under our insurance policies, could have an adverse effect on our financial condition and results of operations and could harm our reputation. Stratford Holding LLC v. Foot Locker Retail Inc. (U.S. District Court for the Western District of Oklahoma, Case No. 5:12-cv-00772-HE) In 2012 and 2013, two property owners in Oklahoma City, Oklahoma sued numerous parties, including Foot Locker Retail Inc. and our subsidiary Fog Cutter Capital Group Inc. (now known as Fog Cutter Acquisition, LLC), for alleged environmental contamination on their properties, stemming from dry cleaning operations on one of the properties. The property owners seek damages in the range of $12 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 (which we refer to as “SBN”) filed a complaint against Fog Cutter Capital Group, Inc. (which we refer to as “FCCG”) in New York state court for an indemnification claim (which we refer to as the “NY case”) stemming from an earlier lawsuit in Georgia regarding a certain lease portfolio formerly managed by a former FCCG subsidiary. In February 2018, SBN obtained a final judgment in the NY case for a total of $0.7 million, which included $0.2 million in interest dating back to March 2012. SBN then obtained a sister state judgment in Los Angeles Superior Court, Case No. BS172606 (which we refer to as the “California case”), which included the $0.7 million judgment from the NY case, plus additional statutory interest and fees, for a total judgment of $0.7 million. 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 $0.7 million. In May 2019, the parties agreed to settle the matter for $0.6 million, which required the immediate payment of $0.1 million, and the balance to be paid in August 2019. FCCG wired $0.1 million to SBN in May 2019, but has not yet paid the remaining balance of $0.5 million. 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. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its business, financial condition, results of operations, liquidity or capital resources. |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES | 9 Months Ended |
Sep. 26, 2021 | |
Geographic Information And Major Franchisees | |
Geographic Information and Major Franchisees | GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES Revenue by geographic area was as follows (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 United States $ 26,264 $ 3,500 $ 37,411 $ 9,773 Other countries 3,497 589 7,282 1,846 Total revenue $ 29,761 $ 4,089 $ 44,693 $ 11,619 Revenue is shown based on the geographic location of our franchisees’ restaurants. All assets are located in the United States. During the thirty-nine weeks ended September 26, 2021 and September 27, 2020, no individual franchisee accounted for more than 10% of the Company’s revenue. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 26, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Management has evaluated all events and transactions that occurred subsequent to September 26, 2021 through the date of issuance of these condensed consolidated financial statements. During this period, the Company did not have any significant subsequent events, except as follows: Acquisition of Twin Peaks On October 1, 2021, the Company completed the acquisition of Twin Peaks Buyer, LLC (“Twin Peaks”) from Twin Peaks Holdings, LLC (the “Seller”). Twin Peaks is the franchisor and operator of a chain of sports lodge themed restaurants. The purchase price totaled $300.0 million, comprised of $222.1 million in cash, a note payable in the amount of $10.4 million and 2,847,393 shares of the Company’s Series B Cumulative Preferred Stock (the "Preferred Stock Consideration") valued at $67.5 million. The final purchase price is subject to certain customary adjustments, including with respect to working capital, to be finalized no later than 90 days after closing. The Company agreed to register the Preferred Stock Consideration for resale and maintain the effectiveness of the registration for up to six years. The Seller has agreed to a lock-up period with respect to the Preferred Stock Consideration, during which time the Seller may not offer, sell or transfer any interest in such shares. The lock-up provisions restrict sales until March 31, 2022 for 1,793,858 shares (the “Initial Put/Call Shares”) and September 30, 2022 for the remaining 1,053,535 shares (the “Secondary Put/Call Shares”), subject to certain exceptions set forth in the Put/Call Agreement (as defined below). On October 1, 2021, the Company and the Seller entered into a Put/Call Agreement (the “Put/Call Agreement”) pursuant to which the Company was granted the right to call from the Seller, and the Seller was granted the right to put to the Company, the Initial Put/Call Shares at any time until March 31, 2022 for a cash payment of $42.5 million, and the Secondary Put/Call Shares at any time until September 30, 2022 for a cash payment of $25.0 million, plus any accrued but unpaid dividends on such shares. If the Company does not deliver the applicable cash proceeds to the Seller when due, the amounts then due will accrue interest at the rate of 10.0% per annum. On October 7, 2021, the Company received a put notice on the Initial Put/Call Shares and the Secondary Put/Call Shares. 2021 Twin Peaks Securitization In connection with the acquisition of Twin Peaks on October 1, 2021, FAT Brands Twin Peaks I, LLC (“FB Twin Peaks”), a special purpose, wholly-owned subsidiary of the Company, completed the issuance and sale in a private offering (the “Twin Peaks Offering”) of three tranches of fixed rate senior secured notes (the Twin Peaks Securitization Notes") and have the following terms: Closing Class Seniority Principal Coupon Weighted Non-Call Anticipated Final Legal 10/1/2021 A-2 Senior $ 150,000,000 7.00 % 1.82 6 7/25/2023 7/25/2051 10/1/2021 B-2 Senior Subordinated $ 50,000,000 9.00 % 1.82 6 7/25/2023 7/25/2051 10/1/2021 M-2 Subordinated $ 50,000,000 10.00 % 1.82 6 7/25/2023 7/25/2051 The Twin Peaks Securitization Notes were issued in a securitization transaction in which substantially all of the franchising and operating assets of Twin Peaks are pledged as collateral to secure the Twin Peak Notes. Acquisition of Fazoli's On November 1, 2021, the Company entered into a merger agreement with Fazoli Holdings, LLC ("Fazoli's"), pursuant to which the Company agreed to acquire Fazoli's, a quick-service Italian chain, for $130.0 million, payable by the Company in cash at the closing, which is expected to occur on or about December 15, 2021. Issuance of Series B Preferred Stock On November 1, 2021, the Company closed an underwritten offering of 1.0 million shares of 8.25% Series B Cumulative Preferred Stock in an underwritten offering. The net proceeds to the Company totaled $16.5 million (net of $1.5 million in underwriting discounts and other offering expenses). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation – The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The operations of Johnny Rockets have been included since its acquisition on September 21, 2020; the operations of FCCG have been included since the merger on December 24, 2020; and the operations of LS GFG Holdings, Inc. (See Note 3) have been included since its acquisition on July 22, 2021. All intercompany accounts and transactions have been eliminated in consolidation. The Company operates its business as one operating and reportable segment. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. |
Fiscal year | Fiscal year – The Company operates on a 52-week calendar and its fiscal year ends on the last Sunday of the calendar year. Consistent with industry practice, the Company measures its stores’ performance based upon 7-day work weeks. Using the 52-week cycle ensures consistent weekly reporting for operations and ensures that each week has the same days since certain days are more profitable than others. The use of this fiscal year means a 53rd week is added to the fiscal year every 5 or 6 years. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter. |
Use of estimates | Use of estimates in the preparation of the condensed consolidated financial statements – The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Financial statement reclassification | Financial statement reclassification – Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications including measurement period adjustments to the preliminary purchase price allocations relating to the acquisition of Johnny Rockets and the Merger in accordance with ASU 2015-16. During 2021, adjustments were made to provisional amounts reclassifying $1.4 million between goodwill and additional paid in capital on the condensed consolidated balance sheet. These adjustments did not impact the Company’s condensed consolidated statement of operations during the current or prior periods. |
Recently issued accounting standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, and later amended the ASU in 2019, as described below. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”) |
MERGERS AND ACQUISITIONS (Table
MERGERS AND ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Business Acquisition [Line Items] | |
Proforma revenue and net loss | The table below presents the combined proforma revenue and net loss of the Company and GFG, FCCG and Johnny Rockets (the "Acquired Entities"), for the thirteen and thirty-nine weeks ended September 26, 2021 and September 27, 2020, assuming the acquisition of the Acquired Entities had occurred on December 30, 2019 (the beginning of the Company’s 2020 fiscal year), pursuant to ASC 805-10-50 (in thousands). Actual consolidated results are presented in the proforma information for any period in which an Acquired Entity was actually a consolidated subsidiary of the Company. This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of the Acquired Entities occurred on this date nor does it purport to predict the results of operations for future periods. Thirteen Weeks Ended Thirty-nine Weeks Ended Thirteen Weeks Ended Thirty-nine Weeks Ended Revenue $ 36,517 $ 109,997 $ 36,563 $ 113,942 Net loss $ (3,839) $ (8,439) $ (5,550) $ (23,578) |
GFG Holdings Inc | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The preliminary allocation of the consideration to the net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 8,693 Accounts receivable 7,246 Prepaid and other current assets 3,818 Other intangible assets, net 277,700 Goodwill 176,155 Right of use assets 6,514 Fixed assets 8,380 Other assets 1,229 Accounts payable (2,408) Accrued expenses (10,168) Accrued Advertising (3,207) Deferred income (869) Operating lease liability (8,744) Deferred tax liability (18,867) Other liabilities (985) Total net identifiable assets $ 444,487 |
Fog Cutter Capital Group Inc | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The Merger resulted in the following assets and liabilities being included in the condensed consolidated financial statements of the Company as of the Merger date (in thousands): Prepaid assets $ 33 Deferred tax assets 20,402 Other assets 100 Accounts payable (926) Accrued expense (6,973) Current portion of debt (12,486) Litigation reserve (3,980) Due to affiliates (43,653) Total net identifiable liabilities (net deficit) $ (47,483) |
Johnny Rockets | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of Johnny Rockets was $24.7 million. The allocation of the consideration to the valuation of net tangible and intangible assets acquired is presented in the table below (in thousands): Cash $ 812 Accounts receivable 1,452 Assets held for sale 10,765 Goodwill 258 Other intangible assets 26,900 Deferred tax assets 4,039 Other assets 438 Accounts payable (1,113) Accrued expenses (3,740) Deferred franchise fees (4,988) Operating lease liability (10,028) Other liabilities (65) Total net identifiable assets $ 24,730 |
REFRANCHISING (Tables)
REFRANCHISING (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Refranchising | |
Assets held for sale | As a result, the following assets have been classified as held for sale on the accompanying condensed consolidated balance sheets as of September 26, 2021 and December 27, 2020 (in thousands): September 26, December 27, Property, plant and equipment $ 776 $ 1,352 Operating lease right of use assets $ 4,815 $ 9,479 Total $ 5,591 $ 10,831 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): September 26, December 27, Goodwill: Fatburger $ 529 $ 529 Global Franchise Group 176,155 — Buffalo’s 5,365 5,365 Hurricane 2,772 2,772 Yalla 261 261 Elevation Burger 521 521 Johnny Rockets 258 1,461 Total goodwill $ 185,861 $ 10,909 |
OTHER INTANGIBLE ASSETS (Tables
OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Other Intangible Assets | |
Schedule of Finite-Lived 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): September 26, December 27, Trademarks: Fatburger $ 2,135 $ 2,135 Global Franchise Group 149,800 — Buffalo’s 27 27 Hurricane 6,840 6,840 Ponderosa 300 300 Yalla 776 776 Elevation Burger 4,690 4,690 Johnny Rockets 20,300 20,300 Total trademarks 184,868 35,068 Franchise agreements: Hurricane – cost 4,180 4,180 Hurricane – accumulated amortization (1,045) (804) Global Franchise Group - cost 43,300 — Global Franchise Group - accumulated amortization (601) — Ponderosa – cost 1,477 1,477 Ponderosa – accumulated amortization (414) (337) Elevation Burger – cost 2,450 2,450 Elevation Burger – accumulated amortization (1,135) (761) Johnny Rockets – cost 6,600 6,600 Johnny Rockets – accumulated amortization (507) (162) Total franchise agreements 54,305 12,643 Customer relationships: Global Franchise Group - cost 84,600 — Global Franchise Group - accumulated amortization (1,085) — Total customer relationships 83,515 — Total Other Intangible Assets $ 322,688 $ 47,711 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization of the Company’s franchise agreements and customer relationships as of September 26, 2021 is as follows (in thousands): Fiscal year: Remaining 2021 $ 2,909 2022 11,638 2023 11,638 2024 11,333 2025 11,139 Thereafter 89,163 Total $ 137,820 |
DEFERRED INCOME (Tables)
DEFERRED INCOME (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Deferred Income | |
Schedule of Deferred Income | Deferred income was as follows (in thousands): September 26, December 27, Deferred franchise fees $ 12,328 $ 10,003 Deferred royalties 160 291 Deferred vendor incentives 611 692 Total $ 13,099 $ 10,986 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the Company’s benefit for income taxes (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Benefit for income taxes $ (1,183) $ (19) $ (3,303) $ (1,405) Effective tax rate 24.6 % 3.2 % 21.6 % 16.3 % |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Leases | |
Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities | Operating lease right of use assets and operating lease liabilities relating to the operating leases are as follows (in thousands): September 26, December 27, Right of use assets $ 17,419 $ 13,948 Lease liabilities $ 20,548 $ 14,651 |
Contractual Future Maturities of Operating Lease Liabilities | The contractual future maturities of the Company’s operating lease liabilities as of September 26, 2021, including anticipated lease extensions, are as follows (in thousands): Fiscal year: 2021 $ 3,943 2022 5,119 2023 4,212 2024 3,975 2025 3,262 Thereafter 3,901 Total lease payments 24,412 Less imputed interest 3,864 Total $ 20,548 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information for the thirty-nine weeks ended September 26, 2021 related to leases was as follows (in thousands): Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 2,282 Operating lease right of use assets obtained in exchange for new lease obligations: Operating lease liabilities $ — |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
GFG Securitization Notes | |
Debt Instrument [Line Items] | |
Schedule of Securitization of Notes | In connection with the acquisition of GFG, on July 22, 2021, FAT Brands GFG Royalty I, LLC (“GFG Royalty”), a special purpose, wholly-owned subsidiary of the Company, completed the issuance and sale in a private offering (the “GFG Offering”) of three tranches of fixed rate senior secured notes (the "GFG Securitization Notes"). The GFG Securitization Notes were issued in a securitization transaction and had the following terms: Closing Class Seniority Principal Coupon Weighted Non-Call Anticipated Final Legal 7/22/2021 A-2 Senior $ 209,000,000 6.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 B-2 Senior Subordinated $ 84,000,000 7.00 % 2.01 6 7/25/2023 7/25/2051 7/22/2021 M-2 Subordinated $ 57,000,000 9.50 % 2.01 6 7/25/2023 7/25/2051 |
2021 Securitization Notes | |
Debt Instrument [Line Items] | |
Schedule of Securitization of Notes | On April 26, 2021, FAT Brands Royalty I, LLC (“FB Royalty”), a special purpose, wholly-owned subsidiary of FAT Brands, completed the Offering of three tranches of fixed rate senior secured notes (collectively, the “2021 Securitization Notes”) as follows: Closing Class Seniority Principal Coupon Weighted Non-Call Anticipated Final Legal 4/26/2021 A-2 Senior $ 97,104,000 4.75 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 B-2 Senior Subordinated $ 32,368,000 8.00 % 2.25 6 7/25/2023 4/25/2051 4/26/2021 M-2 Subordinated $ 15,000,000 9.00 % 2.25 6 7/25/2023 4/25/2051 |
2020 Securitization Notes | |
Debt Instrument [Line Items] | |
Schedule of Securitization of Notes | A portion of the proceeds of the 2021 Securitization Notes were used to repay and retire the following notes issued in 2020 under the Base Indenture: Note Public Seniority Issue Amount Coupon First Call Date Final Legal Maturity Series A-2 BB Senior $ 20,000,000 6.50 % 4/27/2021 4/27/2026 Series B-2 B Senior Subordinated $ 20,000,000 9.00 % 4/27/2021 4/27/2026 Series M-2 N/A Subordinated $ 40,000,000 9.75 % 4/27/2021 4/27/2026 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Warrants | |
Schedule of Warrant Activity | The Company’s warrant activity for the thirty-nine weeks ended September 26, 2021 was as follows: Number of Weighted Weighted Warrants outstanding at December 27, 2020 2,273,533 $ 4.60 3.5 Grants 8,184 $ 3.88 3.8 Exercised (475,853) $ 3.88 3.7 Cancelled (2,849) $ 3.88 3.8 Warrants outstanding at September 26, 2021 1,803,015 $ 4.76 3.5 Warrants exercisable at September 26, 2021 1,803,015 $ 4.76 3.5 (1) Pricing adjusted for dividends and Class B stock dividend. |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Geographic Information And Major Franchisees | |
Revenue by geographic area | Revenue by geographic area was as follows (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 United States $ 26,264 $ 3,500 $ 37,411 $ 9,773 Other countries 3,497 589 7,282 1,846 Total revenue $ 29,761 $ 4,089 $ 44,693 $ 11,619 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Twin Peaks Securitization Notes | |
Subsequent Event [Line Items] | |
Schedule of Securitization of Notes | In connection with the acquisition of Twin Peaks on October 1, 2021, FAT Brands Twin Peaks I, LLC (“FB Twin Peaks”), a special purpose, wholly-owned subsidiary of the Company, completed the issuance and sale in a private offering (the “Twin Peaks Offering”) of three tranches of fixed rate senior secured notes (the Twin Peaks Securitization Notes") and have the following terms: Closing Class Seniority Principal Coupon Weighted Non-Call Anticipated Final Legal 10/1/2021 A-2 Senior $ 150,000,000 7.00 % 1.82 6 7/25/2023 7/25/2051 10/1/2021 B-2 Senior Subordinated $ 50,000,000 9.00 % 1.82 6 7/25/2023 7/25/2051 10/1/2021 M-2 Subordinated $ 50,000,000 10.00 % 1.82 6 7/25/2023 7/25/2051 |
ORGANIZATION AND RELATIONSHIPS
ORGANIZATION AND RELATIONSHIPS - Narrative (Details) $ in Thousands | Apr. 26, 2021USD ($) | Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Sep. 26, 2021USD ($)franchiselocation | Sep. 27, 2020USD ($) | Jun. 27, 2021USD ($) | Dec. 27, 2020USD ($) | Jun. 28, 2020USD ($) | Dec. 29, 2019USD ($) | Oct. 20, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Initial public offering percentage | 20.00% | |||||||||
Number of franchise brands | franchise | 14 | |||||||||
Number of franchise units worldwide | location | 2,000 | |||||||||
Number of franchises minimum, under development | location | 200 | |||||||||
Operating Income (Loss) | $ 2,376 | $ (1,296) | $ 3,592 | $ (7,794) | ||||||
Net loss | (3,621) | (568) | (11,979) | (7,189) | ||||||
One-time net charge on debt refinancing | 6,400 | |||||||||
Net cash used in operating activities | 4,006 | 8,506 | ||||||||
Total stockholders’ deficit | $ (18,819) | $ 12,482 | (18,819) | $ 12,482 | $ (45,155) | $ (41,883) | $ (3,588) | $ 5,378 | ||
Net proceeds from debt offering | $ 57,000 | |||||||||
Repayments of Debt | $ 12,500 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 26, 2021USD ($) | |
Accounting Policies [Abstract] | |
Prior period reclassification adjustment | $ 1.4 |
MERGERS AND ACQUISITIONS - Narr
MERGERS AND ACQUISITIONS - Narrative (Details) $ / shares in Units, location in Thousands, $ in Thousands | Jul. 22, 2021USD ($)franchisecountryshares | Jun. 22, 2021 | Dec. 10, 2020USD ($)$ / sharesshares | Sep. 21, 2020USD ($) | Sep. 26, 2021franchiselocation$ / shares | Dec. 27, 2020$ / shares |
Business Acquisition [Line Items] | ||||||
Number of franchise brands | franchise | 14 | |||||
Number of franchise units worldwide | location | 2 | |||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||
Series B Cumulative Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Dividend rate on preferred stock | 8.25% | 8.25% | ||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | |||||
GFG Holdings Inc | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of business | $ 444,500 | |||||
Cash payment to acquire business | 355,200 | |||||
Value of equity interests related to put/call agreement | $ 67,500 | |||||
Number of franchise brands | franchise | 5 | |||||
Number of franchise units worldwide | franchise | 1,450 | |||||
Number of countries in which the company operates | country | 10 | |||||
Net identifiable assets | $ 444,487 | |||||
GFG Holdings Inc | Series B Cumulative Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration transferred (in shares) | shares | 3,089,245 | |||||
GFG Holdings Inc | Class A Shares | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration transferred (in shares) | shares | 1,964,865 | |||||
Fog Cutter Capital Group Inc | ||||||
Business Acquisition [Line Items] | ||||||
Net identifiable assets | $ (47,483) | |||||
Johnny Rockets | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of business | $ 24,700 | |||||
Net identifiable assets | $ 24,730 | |||||
Merger Agreement | Fog Cutter Capital Group Inc | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration transferred (in shares) | shares | 9,679,288 | |||||
Merger Agreement | Fog Cutter Capital Group Inc | Series B Cumulative Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Preferred stock dividends (in shares) | shares | 0.2319998077 |
MERGERS AND ACQUISITIONS - ALLO
MERGERS AND ACQUISITIONS - ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Jul. 22, 2021 | Dec. 27, 2020 | Dec. 10, 2020 | Sep. 21, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 185,861 | $ 10,909 | |||
GFG Holdings Inc | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 8,693 | ||||
Accounts receivable | 7,246 | ||||
Prepaid and other current assets | 3,818 | ||||
Other intangible assets, net | 277,700 | ||||
Goodwill | 176,155 | ||||
Right of use assets | 6,514 | ||||
Fixed assets | 8,380 | ||||
Other assets, noncurrent | 1,229 | ||||
Accounts payable | (2,408) | ||||
Accrued expense | (10,168) | ||||
Accrued Advertising | (3,207) | ||||
Deferred income | (869) | ||||
Operating lease liability | (8,744) | ||||
Deferred tax liability | (18,867) | ||||
Other liabilities | (985) | ||||
Total net identifiable liabilities (net deficit) | $ 444,487 | ||||
Fog Cutter Capital Group Inc | |||||
Business Acquisition [Line Items] | |||||
Prepaid and other current assets | $ 33 | ||||
Deferred tax assets | 20,402 | ||||
Other assets, current | 100 | ||||
Accounts payable | (926) | ||||
Accrued expense | (6,973) | ||||
Current portion of debt | (12,486) | ||||
Litigation reserve | (3,980) | ||||
Due to affiliates | (43,653) | ||||
Total net identifiable liabilities (net deficit) | $ (47,483) | ||||
Johnny Rockets | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 812 | ||||
Accounts receivable | 1,452 | ||||
Assets held for sale | 10,765 | ||||
Other intangible assets, net | 26,900 | ||||
Goodwill | 258 | ||||
Deferred tax assets | 4,039 | ||||
Other assets, current | 438 | ||||
Accounts payable | (1,113) | ||||
Accrued expense | (3,740) | ||||
Deferred franchise fees | (4,988) | ||||
Operating lease liability | (10,028) | ||||
Other liabilities | (65) | ||||
Total net identifiable liabilities (net deficit) | $ 24,730 |
MERGERS AND ACQUISITIONS - PRO
MERGERS AND ACQUISITIONS - PRO FORMA REVENUE AND NET INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 36,517 | $ 36,563 | $ 109,997 | $ 113,942 |
Net loss | $ (3,839) | $ (5,550) | $ (8,439) | $ (23,578) |
REFRANCHISING - Narrative (Deta
REFRANCHISING - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Sep. 26, 2021USD ($)locationentity | Sep. 27, 2020USD ($) | Dec. 27, 2020USD ($) | |
Refranchising Of Restaurant Locations Line Items [Line Items] | |||||
Liabilities related to assets classified as held for sale | $ 4,906 | $ 4,906 | $ 9,892 | ||
Gains on sale of refranchised locations | 500 | 1,600 | $ (800) | ||
Refranchising restaurant operating costs | $ 200 | $ 300 | $ 900 | $ 1,100 | |
Locations sold | location | 2 | ||||
Number of entities for which restaurant locations were sold | entity | 2 | ||||
Ownership percentage retained in sale of refranchised restaurant | 49.00% | 49.00% | |||
Non-Affiliated Investor | |||||
Refranchising Of Restaurant Locations Line Items [Line Items] | |||||
Equity method investment, ownership percentage | 51.00% | 51.00% |
REFRANCHISING - Schedule of Rem
REFRANCHISING - Schedule of Remaining Assets Classified as Held for Sale (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property, plant and equipment | $ 10,227 | $ 483 |
Right of use assets | 12,604 | 4,469 |
Assets classified as held for sale | 5,591 | 10,831 |
Assets classified as held for sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, plant and equipment | 776 | 1,352 |
Right of use assets | 4,815 | 9,479 |
Assets classified as held for sale | $ 5,591 | $ 10,831 |
NOTE RECEIVABLE - Narrative (De
NOTE RECEIVABLE - Narrative (Details) - EB Franchises LLC - Elevation Buyer Note - USD ($) $ in Thousands | Jun. 19, 2019 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Note receivable in connection with acquisition | $ 2,300 | |||||
Debt, interest rate percentage | 6.00% | |||||
Debt instrument maturity date | 2026-08 | |||||
Purchase price of business | $ 1,900 | |||||
Unamortized discount | $ 400 | $ 200 | $ 200 | $ 300 | ||
Notes receivable | 1,700 | 1,700 | $ 1,800 | |||
Interest income | $ 49 | $ 52 | $ 151 | $ 158 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 27, 2020USD ($) | |
Ponderosa and Bonanza Brands | |
Related Party Transaction [Line Items] | |
Goodwill impairment charges | $ 1.5 |
GOODWILL - Schedule of Goodwill
GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | $ 185,861 | $ 10,909 |
Fatburger | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 529 | 529 |
Global Franchise Group | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 176,155 | 0 |
Buffalo's | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 5,365 | 5,365 |
Hurricane | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 2,772 | 2,772 |
Yalla | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 261 | 261 |
Elevation Burger | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | 521 | 521 |
Johnny Rockets | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total goodwill | $ 258 | $ 1,461 |
OTHER INTANGIBLE ASSETS - Narra
OTHER INTANGIBLE ASSETS - Narrative (Details) - Ponderosa and Bonanza Brands $ in Millions | 9 Months Ended |
Sep. 27, 2020USD ($) | |
IntangibleAssetsLineItems [Line Items] | |
Goodwill impairment charges | $ 1.5 |
Impairment of finite lived intangible assets | $ 2.5 |
OTHER INTANGIBLE ASSETS - Sched
OTHER INTANGIBLE ASSETS - Schedule (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | $ 184,868 | $ 35,068 |
Total franchise agreements | 137,820 | 12,643 |
Total customer relationships | 137,820 | 12,643 |
Total Other Intangible Assets | 322,688 | 47,711 |
Franchise Agreements | ||
IntangibleAssetsLineItems [Line Items] | ||
Total franchise agreements | 54,305 | |
Total customer relationships | 54,305 | |
Fatburger | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 2,135 | 2,135 |
Global Franchise Group | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 149,800 | 0 |
Global Franchise Group | Franchise Agreements | ||
IntangibleAssetsLineItems [Line Items] | ||
Franchise agreements: | 43,300 | 0 |
Accumulated amortization, franchise agreements | (601) | 0 |
Customer relationships: | 43,300 | 0 |
Accumulated amortization, customer relationships | (601) | 0 |
Global Franchise Group | Customer Relationships | ||
IntangibleAssetsLineItems [Line Items] | ||
Franchise agreements: | 84,600 | 0 |
Accumulated amortization, franchise agreements | (1,085) | 0 |
Total franchise agreements | 83,515 | 0 |
Customer relationships: | 84,600 | 0 |
Accumulated amortization, customer relationships | (1,085) | 0 |
Total customer relationships | 83,515 | 0 |
Buffalo's | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 27 | 27 |
Hurricane | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 6,840 | 6,840 |
Hurricane | Franchise Agreements | ||
IntangibleAssetsLineItems [Line Items] | ||
Franchise agreements: | 4,180 | 4,180 |
Accumulated amortization, franchise agreements | (1,045) | (804) |
Customer relationships: | 4,180 | 4,180 |
Accumulated amortization, customer relationships | (1,045) | (804) |
Ponderosa | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 300 | 300 |
Ponderosa | Franchise Agreements | ||
IntangibleAssetsLineItems [Line Items] | ||
Franchise agreements: | 1,477 | 1,477 |
Accumulated amortization, franchise agreements | (414) | (337) |
Customer relationships: | 1,477 | 1,477 |
Accumulated amortization, customer relationships | (414) | (337) |
Yalla | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 776 | 776 |
Elevation Burger | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 4,690 | 4,690 |
Elevation Burger | Franchise Agreements | ||
IntangibleAssetsLineItems [Line Items] | ||
Franchise agreements: | 2,450 | 2,450 |
Accumulated amortization, franchise agreements | (1,135) | (761) |
Customer relationships: | 2,450 | 2,450 |
Accumulated amortization, customer relationships | (1,135) | (761) |
Johnny Rockets | ||
IntangibleAssetsLineItems [Line Items] | ||
Total trademarks | 20,300 | 20,300 |
Johnny Rockets | Franchise Agreements | ||
IntangibleAssetsLineItems [Line Items] | ||
Franchise agreements: | 6,600 | 6,600 |
Accumulated amortization, franchise agreements | (507) | (162) |
Customer relationships: | 6,600 | 6,600 |
Accumulated amortization, customer relationships | $ (507) | $ (162) |
OTHER INTANGIBLE ASSETS - Sch_2
OTHER INTANGIBLE ASSETS - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Other Intangible Assets | ||
Remaining 2021 | $ 2,909 | |
2022 | 11,638 | |
2023 | 11,638 | |
2024 | 11,333 | |
2025 | 11,139 | |
Thereafter | 89,163 | |
Total | $ 137,820 | $ 12,643 |
DEFERRED INCOME - Schedule of D
DEFERRED INCOME - Schedule of Deferred Income (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Deferred Income | ||
Deferred franchise fees | $ 12,328 | $ 10,003 |
Deferred royalties | 160 | 291 |
Deferred vendor incentives | 611 | 692 |
Total | $ 13,099 | $ 10,986 |
INCOME TAXES - Schedule for Ben
INCOME TAXES - Schedule for Benefit of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income taxes | $ (1,183) | $ (19) | $ (3,303) | $ (1,405) |
Effective tax rate | 24.60% | 3.20% | 21.60% | 16.30% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2021 | Jul. 22, 2021 | |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Decrease in deferred income tax asset | $ 15,500 | |
GFG Holdings Inc | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Net deferred liability | $ 18,867 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Sep. 26, 2021USD ($)lease | Sep. 27, 2020USD ($) | |
RestaurantFranchisorLineItem [Line Items] | ||||
Lease expense recognized | $ | $ 1.4 | $ 0.4 | $ 2.8 | $ 1.1 |
Weighted average remaining lease term | 4 years 9 months 18 days | 4 years 9 months 18 days | ||
Weighted average discount rate | 9.30% | 9.30% | ||
Corporate offices | ||||
RestaurantFranchisorLineItem [Line Items] | ||||
Number of leased properties | 47 | |||
Company owned stores | ||||
RestaurantFranchisorLineItem [Line Items] | ||||
Number of leased properties | 36 | |||
Minimum | ||||
RestaurantFranchisorLineItem [Line Items] | ||||
Remaining lease term | 6 months | 6 months | ||
Maximum | ||||
RestaurantFranchisorLineItem [Line Items] | ||||
Remaining lease term | 7 years 8 months 12 days | 7 years 8 months 12 days |
LEASES - Summary of Operating L
LEASES - Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Lessor, Lease, Description [Line Items] | ||
Right of use assets | $ 12,604 | $ 4,469 |
Corporate Offices, One Company Owned Store and For Certain Restaurant Properties | ||
Lessor, Lease, Description [Line Items] | ||
Right of use assets | 17,419 | 13,948 |
Lease liabilities | $ 20,548 | $ 14,651 |
LEASES - Schedule of Contractua
LEASES - Schedule of Contractual Future Maturities (Details) - Corporate Offices, One Company Owned Store and For Certain Restaurant Properties - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 27, 2020 |
Lessor, Lease, Description [Line Items] | ||
2021 | $ 3,943 | |
2022 | 5,119 | |
2023 | 4,212 | |
2024 | 3,975 | |
2025 | 3,262 | |
Thereafter | 3,901 | |
Total lease payments | 24,412 | |
Less imputed interest | 3,864 | |
Total | $ 20,548 | $ 14,651 |
LEASES - Summary of Supplementa
LEASES - Summary of Supplemental Cash Flow Information (Details) - Corporate Offices, One Company Owned Store and For Certain Restaurant Properties $ in Thousands | 9 Months Ended |
Sep. 26, 2021USD ($) | |
Lessor, Lease, Description [Line Items] | |
Operating cash flows from operating leases | $ 2,282 |
Operating lease liabilities | $ 0 |
DEBT - Schedule of Securitizati
DEBT - Schedule of Securitization of Notes (Details) - USD ($) | Jul. 22, 2021 | Apr. 26, 2021 |
Class A-2 | ||
Debt Instrument [Line Items] | ||
Seniority | Senior | Senior |
Principal Balance | $ 209,000,000 | $ 97,104,000 |
Coupon | 6.00% | 4.75% |
Weighted Average Life (Years) | 2 years 3 days | 2 years 3 months |
Non-Call Period (Months) | 6 months | 6 months |
Anticipated Call Date | Jul. 25, 2023 | Jul. 25, 2023 |
Final Legal Maturity Date | Jul. 25, 2051 | Apr. 25, 2051 |
Class B-2 | ||
Debt Instrument [Line Items] | ||
Seniority | Senior Subordinated | Senior Subordinated |
Principal Balance | $ 84,000,000 | $ 32,368,000 |
Coupon | 7.00% | 8.00% |
Weighted Average Life (Years) | 2 years 3 days | 2 years 3 months |
Non-Call Period (Months) | 6 months | 6 months |
Anticipated Call Date | Jul. 25, 2023 | Jul. 25, 2023 |
Final Legal Maturity Date | Jul. 25, 2051 | Apr. 25, 2051 |
Class M-2 | ||
Debt Instrument [Line Items] | ||
Seniority | Subordinated | Subordinated |
Principal Balance | $ 57,000,000 | $ 15,000,000 |
Coupon | 9.50% | 9.00% |
Weighted Average Life (Years) | 2 years 3 days | 2 years 3 months |
Non-Call Period (Months) | 6 months | 6 months |
Anticipated Call Date | Jul. 25, 2023 | Jul. 25, 2023 |
Final Legal Maturity Date | Jul. 25, 2051 | Apr. 25, 2051 |
Series Note A-2 | ||
Debt Instrument [Line Items] | ||
Seniority | Senior | |
Extinguishment of debt | $ 20,000,000 | |
Coupon | 6.50% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 | |
Public Rating | BB | |
Series Note B-2 | ||
Debt Instrument [Line Items] | ||
Seniority | Senior Subordinated | |
Extinguishment of debt | $ 20,000,000 | |
Coupon | 9.00% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 | |
Public Rating | B | |
Series Note M-2 | ||
Debt Instrument [Line Items] | ||
Seniority | Subordinated | |
Extinguishment of debt | $ 40,000,000 | |
Coupon | 9.75% | |
First Call Date | Apr. 27, 2021 | |
Final Legal Maturity Date | Apr. 27, 2026 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 25, 2021 | Jul. 22, 2021 | Apr. 26, 2021 | Jun. 30, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 | Jun. 19, 2019 |
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 12,500 | |||||||||
Gain (loss) on extinguishment of debt | $ (13) | $ (13) | $ (88) | $ (6,418) | $ (88) | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Fog Cutter Acquisition LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 241 | |||||||||
Payments of debt assumed in merger | $ 12,500 | 12,500 | ||||||||
Elevation Burger | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 7,500 | |||||||||
Deferred offering costs | 30 | |||||||||
Original issue discount | $ 1,300 | |||||||||
Debt, interest rate percentage | 6.00% | |||||||||
Common stock, par value (in dollars per share) | $ 12 | |||||||||
Notes payable | $ 6,200 | |||||||||
GFG Securitization Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 338,900 | 339,300 | ||||||||
Principal amount | 350,000 | |||||||||
Deferred offering costs | 6,000 | $ 5,800 | 5,800 | |||||||
Original issue discount | $ 5,100 | 4,900 | 4,900 | |||||||
Interest expense | 4,600 | 4,600 | ||||||||
Amortization of debt offering costs | 200 | 200 | ||||||||
Amortization of original issue discount | $ 200 | $ 200 | ||||||||
Effective interest rate percentage | 7.50% | 7.50% | ||||||||
2021 Securitization Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 140,800 | $ 141,100 | ||||||||
Principal amount | 144,500 | |||||||||
Deferred offering costs | 3,000 | $ 2,700 | 2,700 | |||||||
Original issue discount | $ 700 | 700 | 700 | |||||||
Interest expense | 2,300 | 3,900 | ||||||||
Amortization of debt offering costs | 100 | 200 | ||||||||
Amortization of original issue discount | $ 35 | $ 69 | ||||||||
Effective interest rate percentage | 6.60% | 6.60% | ||||||||
Increase in interest rate on debt | 1.00% | |||||||||
Debt instrument, payoff amount | $ 83,700 | $ 83,700 | ||||||||
Repayment of debt | 80,000 | |||||||||
Accrued interest | 2,200 | |||||||||
Prepayment premiums | 1,500 | |||||||||
Gain (loss) on extinguishment of debt | 7,800 | |||||||||
2020 Securitization Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | 0 | 900 | 2,600 | 2,100 | ||||||
Elevation Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred offering costs | 48 | 48 | $ 56 | |||||||
Original issue discount | 700 | 700 | 900 | |||||||
Amortization of debt offering costs | 62 | 69 | 192 | 210 | ||||||
Amortization of original issue discount | $ 3 | 3 | $ 8 | 8 | ||||||
Effective interest rate percentage | 11.40% | 11.40% | ||||||||
Interest expense | $ 165 | $ 153 | $ 504 | $ 517 | ||||||
Carrying value of long term debt | $ 5,800 | 5,800 | 5,900 | |||||||
Paycheck Protection Program Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of debt | 1,500 | |||||||||
Interest expense | 4 | |||||||||
Gain (loss) on extinguishment of debt | $ 1,200 | |||||||||
Carrying value of long term debt | $ 1,200 |
PREFERRED STOCK - Narrative (De
PREFERRED STOCK - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 25, 2021 | Jul. 22, 2021 | Jun. 22, 2021 | Dec. 23, 2020 | Dec. 10, 2020 | Jul. 16, 2020 | Jul. 13, 2020 | Jun. 07, 2018 | Oct. 20, 2017 | Dec. 31, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 | Jun. 08, 2020 | Jun. 27, 2018 | Jun. 08, 2018 |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, outstanding (in shares) | 1,643,272 | 1,643,272 | 1,183,272 | |||||||||||||||
Value of stock issued | $ 6,033 | $ 8,246 | $ 6,033 | |||||||||||||||
Proceeds from preferred stock | 8,246 | 8,021 | ||||||||||||||||
Redeemable preferred stock | $ 66,810 | $ 66,810 | $ 0 | |||||||||||||||
Number of shares designated (in shares) | 15,000,000 | 15,000,000 | 5,000,000 | |||||||||||||||
Redemption of shares, value | $ 8,000 | |||||||||||||||||
Preferred stock, issued (in shares) | 1,643,272 | 1,643,272 | 1,183,272 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Loss on extinguishment of debt | $ 13 | $ 13 | 88 | $ 6,418 | 88 | |||||||||||||
Redeemable shares outstanding | 3,089,245 | 3,089,245 | ||||||||||||||||
Derivative Liability | $ 1,500 | $ 2,400 | ||||||||||||||||
Change in fair value of derivative liability | $ 900 | $ 0 | (374) | $ 0 | 887 | |||||||||||||
GFG Holdings Inc | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Purchase price of business | $ 444,500 | |||||||||||||||||
Equity interests transferred | $ 67,500 | |||||||||||||||||
Special Dividend | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of preferred shares issued (in shares) | 520,145 | |||||||||||||||||
Value of stock issued | $ 8,900 | |||||||||||||||||
Series B Preferred Offering | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Net proceeds on sale of stock | $ 8,100 | |||||||||||||||||
Underwriting and offering costs | $ 900 | |||||||||||||||||
Series B Cumulative Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividend rate on preferred stock | 8.25% | 8.25% | ||||||||||||||||
Number of preferred shares issued (in shares) | 460,000 | |||||||||||||||||
Shares issued (in dollars per share) | $ 20 | |||||||||||||||||
Proceeds from preferred stock | $ 8,300 | |||||||||||||||||
Underwriting discounts and other offering expenses | $ 900 | |||||||||||||||||
Series B Cumulative Preferred Stock | GFG Holdings Inc | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Equity consideration transferred (in shares) | 3,089,245 | |||||||||||||||||
2020 Series B Offering Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of warrant outstanding (in shares) | 1,800,000 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 5 | |||||||||||||||||
Additional warrants, underwriter's overallotment option (in shares) | 99,000 | |||||||||||||||||
Series B Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, outstanding (in shares) | 57,140 | 1,643,272 | 1,643,272 | |||||||||||||||
Payment of accrued dividends (in shares) | 3,537 | |||||||||||||||||
Carrying value of preferred stock | $ 37,900 | $ 37,900 | ||||||||||||||||
Preferred dividends declared | 900 | 2,100 | ||||||||||||||||
Preferred stock, issued (in shares) | 478,199 | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 20 | |||||||||||||||||
Series B Preferred Stock | Special Dividend | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock dividends (in shares) | 0.2319998077 | |||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares designated (in shares) | 100,000 | |||||||||||||||||
Number of exchanged outstanding shares of preferred stock (in shares) | 80,000 | |||||||||||||||||
Dividends on preferred stock | $ 1,600 | |||||||||||||||||
Interest expense | $ 200 | $ 400 | $ 700 | $ 1,100 | ||||||||||||||
Series A Preferred Stock | Holders | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued (in dollars per share) | $ 100 | $ 100 | ||||||||||||||||
Series A Preferred Shareholders agreeing to cash redemption (in shares) | 85,000 | |||||||||||||||||
Series A Preferred Stock | FCCG | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of exchanged outstanding shares of preferred stock (in shares) | 15,000 | |||||||||||||||||
Series A Preferred Stock | FCCG | Holders | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, outstanding (in shares) | 15,000 | |||||||||||||||||
Series A Preferred Stock | Trojan Investments LLC | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Redemption of shares (in shares) | 80,000 | |||||||||||||||||
Agreed semi-annual redemption payment | $ 2,000 | |||||||||||||||||
Series A Preferred Stock | Ridgewood Select Value Fund LP | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of redeemed outstanding shares of preferred stock (in shares) | 5,000 | |||||||||||||||||
Series-A 1 Fixed Rate Cumulative Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock exchanged (in shares) | 168,001 | |||||||||||||||||
Underwriting Agreement | Series B Cumulative Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Public offering of stock (in shares) | 360,000 | |||||||||||||||||
Dividend rate on preferred stock | 8.25% | |||||||||||||||||
Underwriting Agreement | Series B Preferred Stock | FCCG | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued, conversion of convertible securities (in shares) | 74,449 | |||||||||||||||||
Underwriting Agreement | Series A Fixed Rate Cumulative Preferred Stock | FCCG | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock exchanged (in shares) | 15,000 | |||||||||||||||||
Subscription Agreement | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Public offering of stock (in shares) | 800 | |||||||||||||||||
Sale of stock (in dollars per share) | $ 10,000 | |||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 8,000 | |||||||||||||||||
Subscription Agreement | Series A Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of preferred shares issued (in shares) | 80,000 | |||||||||||||||||
Subscription Agreement | Series A Fixed Rate Cumulative Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued per unit (in shares) | 100 | |||||||||||||||||
Number of warrants to purchase common shares per unit (in shares) | 127 | |||||||||||||||||
Subscription Agreement | Series A Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 7.83 | |||||||||||||||||
Subscription Agreement | Subscription Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of securities called by each warrant (in shares) | 102,125 | |||||||||||||||||
Note Exchange Agreement | Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 7.83 | |||||||||||||||||
Number of securities called by each warrant (in shares) | 25,530 | |||||||||||||||||
Note Exchange Agreement | Promissory Note | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Notes exchange agreement | $ 2,000 | |||||||||||||||||
Note Exchange Agreement | Series A Fixed Rate Cumulative Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of units converted (in shares) | 200 | |||||||||||||||||
Debt converted (in shares) | 20,000 | |||||||||||||||||
Debt converted (in dollars per share) | $ 100 |
ACQUISITION PURCHASE PRICE PA_2
ACQUISITION PURCHASE PRICE PAYABLE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 25, 2021 | Jun. 21, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 |
Business Acquisition [Line Items] | ||||||
Value of stock issued | $ 6,033 | $ 8,246 | $ 6,033 | |||
Gain (loss) on extinguishment of debt | $ (13) | $ (13) | $ (88) | (6,418) | $ (88) | |
Yalla Mediterranean | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition purchase price payable | $ 2,100 | |||||
Purchase price of business | $ 1,100 | |||||
Issuance of preferred stock (in shares) | 62,500 | |||||
Value of stock issued | $ 800 | |||||
Shares issued (in dollars per share) | $ 13.05 | |||||
Gain (loss) on extinguishment of debt | $ 200 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | Jul. 05, 2018 | Sep. 26, 2021 | Apr. 24, 2020 | Oct. 20, 2017 |
Homestyle Dining LLC | ||||
Entity Listings [Line Items] | ||||
Preferred capital investment | $ 4,000 | |||
Preferred interest | 15.00% | |||
Book value including accrued interest | $ 5,350 | |||
Fog Cutter Capital Group Inc | ||||
Entity Listings [Line Items] | ||||
Repayments of related party debt | 158 | |||
Intercompany Revolving Credit Agreement | ||||
Entity Listings [Line Items] | ||||
Due from related parties | $ 33,382 | |||
Intercompany Revolving Credit Agreement | FCCG | ||||
Entity Listings [Line Items] | ||||
Debt, interest rate percentage | 10.00% | |||
Intercompany Revolving Credit Agreement | FCCG | Intercompany Promissory Note | ||||
Entity Listings [Line Items] | ||||
Principal amount | $ 21,067 | $ 11,906 | ||
Intercompany Revolving Credit Agreement | FCCG | Intercompany Promissory Note | Maximum | ||||
Entity Listings [Line Items] | ||||
Principal amount | $ 35,000 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ in Thousands | Jul. 22, 2021 | Sep. 26, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 |
Temporary Equity [Line Items] | |||||
Redeemable preferred stock | $ 66,810 | $ 66,810 | $ 0 | ||
Dividends paid in cash on redeemable preferred stock | $ 700 | $ 690 | $ 0 | ||
GFG Holdings Inc | |||||
Temporary Equity [Line Items] | |||||
Equity interests transferred | $ 67,500 | ||||
GFG Holdings Inc | Series B Cumulative Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Temporary equity issued (in shares) | 3,089,245 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 24, 2021USD ($)$ / shares | Aug. 23, 2021$ / shares | Jul. 22, 2021USD ($)shares | Jun. 21, 2021USD ($)shares | Jun. 01, 2021$ / shares | May 07, 2021USD ($) | Apr. 20, 2021$ / shares | May 18, 2021USD ($)shares | Sep. 26, 2021USD ($)voteshares | Sep. 27, 2020USD ($) | Sep. 26, 2021USD ($)voteshares | Sep. 27, 2020USD ($) | Dec. 27, 2020shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, authorized (in shares) | 51,600,000 | 51,600,000 | 25,000,000 | ||||||||||
Common stock, issued (in shares) | 16,283,684 | 16,283,684 | 11,926,264 | ||||||||||
Common stock, outstanding (in shares) | 16,283,684 | 16,283,684 | 11,926,264 | ||||||||||
Proceeds from warrant exercise | $ | $ 2,192 | $ 0 | |||||||||||
Share based compensation agreement vesting period | 3 years | ||||||||||||
Value of stock issued | $ | $ 6,033 | $ 8,246 | $ 6,033 | ||||||||||
Dividends declared on common stock | $ | $ 2,116 | $ 5,313 | |||||||||||
Board of Directors | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock dividends declared (in dollars per share) | $ / shares | $ 0.13 | $ 0.10 | $ 0.13 | $ 0.13 | |||||||||
Dividends declared on common stock | $ | $ 2,100 | $ 1,600 | $ 1,600 | ||||||||||
Yalla Mediterranean | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock issued during period in relation to acquisition (in shares) | 62,500 | ||||||||||||
Value of stock issued | $ | $ 800 | ||||||||||||
Restricted Stock | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Restricted stock granted (in shares) | 300,000 | ||||||||||||
Share based compensation agreement vesting period | 3 years | ||||||||||||
Value of restricted stock granted | $ | $ 2,800 | ||||||||||||
Warrant | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise of warrants (in shares) | 464,643 | ||||||||||||
Proceeds from warrant exercise | $ | $ 2,200 | ||||||||||||
Class A Shares | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||||
Number of votes per share | vote | 1 | 1 | |||||||||||
Common stock, issued (in shares) | 15,013,001 | 15,013,001 | 11,926,264 | ||||||||||
Common stock, outstanding (in shares) | 15,013,001 | 15,013,001 | |||||||||||
Class A Shares | GFG Holdings Inc | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Equity consideration transferred (in shares) | 1,964,865 | ||||||||||||
Value of stock issued | $ | $ 21,800 | ||||||||||||
Class B Shares | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, authorized (in shares) | 1,600,000 | 1,600,000 | |||||||||||
Number of votes per share | vote | 2,000 | 2,000 | |||||||||||
Common stock, issued (in shares) | 1,270,683 | 1,270,683 | |||||||||||
Common stock, outstanding (in shares) | 1,270,683 | 1,270,683 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 18, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Apr. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period | 3 years | |||||
Share-based Payment Arrangement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding through share-based compensation agreement (in shares) | 658,605 | 658,605 | ||||
Weighted average exercise price of options (in dollars per share) | $ 7.47 | $ 7.47 | ||||
Share-based compensation plan expense | $ 300 | $ 45 | $ 500 | $ 100 | ||
Share-based compensation expense related to non-vested grants | $ 2,400 | $ 2,400 | ||||
Share-based Payment Arrangement | Three Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of options at grant date | $ 2,800 | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period | 3 years | |||||
Restricted Stock | Three Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock granted through share-based compensation agreement (in shares) | 300,000 | |||||
2017 Omnibus Equity Incentive Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant through share-based compensation agreement (in shares) | 1,021,250 | 1,021,250 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 26, 2021 | Sep. 26, 2021 | |
Warrant Activity | ||
Issuance of common stock through exercise of warrants | $ 810 | $ 2,193 |
Warrant | ||
Warrant Activity | ||
Warrants exercised (in shares) | 475,853 | |
Issuance of common stock through exercise of warrants (in shares) | 464,643 | |
Class A Shares | ||
Warrant Activity | ||
Issuance of common stock through exercise of warrants (in shares) | 199,379 | 464,643 |
WARRANTS - Summary of Warrant A
WARRANTS - Summary of Warrant Activity (Details) - Warrant | 9 Months Ended |
Sep. 26, 2021$ / sharesshares | |
Number of Shares | |
Warrants Outstanding, Beginning balance (in shares) | shares | 2,273,533 |
Grants (in shares) | shares | 8,184 |
Warrants exercised (in shares) | shares | (475,853) |
Warrants cancelled (in shares) | shares | 2,849 |
Warrants Outstanding, Ending balance (in shares) | shares | 1,803,015 |
Warrants exercisable, Ending balance (in shares) | shares | 1,803,015 |
Weighted Average Exercise Price | |
Weighted average exercise price of outstanding warrants, Beginning balance (in dollars per share) | $ / shares | $ 4.60 |
Weighted average exercise price of grants (in dollars per share) | $ / shares | 3.88 |
Weighted average exercise price of warrants exercised (in dollars per share) | $ / shares | 3.88 |
Weighted average exercise price of warrants cancelled (in dollars per share) | $ / shares | 3.88 |
Weighted average exercise price of outstanding warrants, Ending balance (in dollars per share) | $ / shares | 4.76 |
Weighted average exercise price of exercisable warrants, Ending balance (in dollars per share) | $ / shares | $ 4.76 |
Weighted Average Remaining Contractual Life (Years) | |
Weighted average remaining contractual life (in years) of warrants outstanding. Beginning balance | 3 years 6 months |
Weighted average remaining contractual life (in years) of warrants granted | 3 years 9 months 18 days |
Weighted average remaining contractual life (in years) of warrants exercised | 3 years 8 months 12 days |
Weighted average remaining contractual life (in years) of warrants cancelled | 3 years 9 months 18 days |
Weighted average remaining contractual life (in years) of warrants outstanding, Ending balance | 3 years 6 months |
Weighted average remaining contractual life (in years) of warrants exercisable, Ending balance | 3 years 6 months |
DIVIDENDS ON COMMON STOCK - Nar
DIVIDENDS ON COMMON STOCK - Narrative (Details) - Board of Directors - USD ($) $ / shares in Units, $ in Millions | Aug. 24, 2021 | Jun. 01, 2021 | Apr. 20, 2021 |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Dividends payable (in dollars per share) | $ 0.13 | $ 0.13 | $ 0.13 |
Dividends payable date | Sep. 15, 2021 | Jun. 21, 2021 | May 7, 2021 |
Dividends payable, date of record | Sep. 6, 2021 | Jun. 14, 2021 | May 3, 2021 |
Dividends payable | $ 2.1 | $ 1.6 | $ 1.6 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | Feb. 28, 2018 | Sep. 26, 2021 | |
Fog Cutter Capital Group Inc | ||||
Loss Contingencies [Line Items] | ||||
Amount awarded to other party related to litigation | $ 600,000 | |||
Payments for legal settlements | 100,000 | |||
SBN FCCG LLC [Member] | ||||
Loss Contingencies [Line Items] | ||||
Payments for legal settlements | $ 100,000 | |||
Estimated litigation liability | $ 500,000 | |||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc | NEW YORK | ||||
Loss Contingencies [Line Items] | ||||
Amount awarded to other party related to litigation | $ 700,000 | |||
Litigation settlement interest | 200,000 | |||
SBN FCCG LLC [Member] | Fog Cutter Capital Group Inc | CALIFORNIA | ||||
Loss Contingencies [Line Items] | ||||
Amount awarded to other party related to litigation | $ 700,000 | 700,000 | ||
Litigation settlement interest | $ 12,411 | |||
Amount awarded from other party related to litigation | $ 700,000 | |||
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | 12,000,000 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 22,000,000 |
GEOGRAPHIC INFORMATION AND MA_3
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEEE - Schedule of Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
RestaurantFranchising [Line Items] | ||||
Total revenue | $ 29,761 | $ 4,089 | $ 44,693 | $ 11,619 |
United States | ||||
RestaurantFranchising [Line Items] | ||||
Total revenue | 26,264 | 3,500 | 37,411 | 9,773 |
Other countries | ||||
RestaurantFranchising [Line Items] | ||||
Total revenue | $ 3,497 | $ 589 | $ 7,282 | $ 1,846 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ in Millions | Nov. 01, 2021 | Oct. 01, 2021 | Jun. 22, 2021 | Dec. 10, 2020 |
Series B Cumulative Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Dividend rate on preferred stock | 8.25% | 8.25% | ||
Subsequent Event | Twin Peaks | ||||
Subsequent Event [Line Items] | ||||
Purchase price of business | $ 300 | |||
Cash payment to acquire business | 222.1 | |||
Note payable to acquire business | $ 10.4 | |||
Equity consideration transferred (in shares) | 2,847,393 | |||
Equity interests transferred | $ 67.5 | |||
Initial put/call share agreement | 42.5 | |||
Secondary put/call share agreement | $ 25 | |||
Subsequent Event | Fazoli's | ||||
Subsequent Event [Line Items] | ||||
Cash payment to acquire business | $ 130 | |||
Subsequent Event | Series B Cumulative Preferred Stock | Underwritten offering | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued (in shares) | 1,000,000 | |||
Dividend rate on preferred stock | 8.25% | |||
Net proceeds on sale of stock | $ 16.5 | |||
Payments of stock issuance costs | $ 1.5 | |||
Subsequent Event | Series B Cumulative Preferred Stock | Twin Peaks | ||||
Subsequent Event [Line Items] | ||||
Interest rate on unpaid cash proceeds related to acquisition | 10.00% | |||
Subsequent Event | Series B Cumulative Preferred Stock, Initial Put/Call Shares | Twin Peaks | ||||
Subsequent Event [Line Items] | ||||
Number of purchase shares | 1,793,858 | |||
Subsequent Event | Series B Cumulative Preferred Stock, Secondary Put/Call Shares | Twin Peaks | ||||
Subsequent Event [Line Items] | ||||
Number of purchase shares | 1,053,535 |
SUBSEQUENT EVENTS - Schedule of
SUBSEQUENT EVENTS - Schedule of Securitization Transaction of Notes (Details) - USD ($) | Oct. 01, 2021 | Jul. 22, 2021 | Apr. 26, 2021 |
Class A-2 | |||
Subsequent Event [Line Items] | |||
Seniority | Senior | Senior | |
Principal Balance | $ 209,000,000 | $ 97,104,000 | |
Coupon | 6.00% | 4.75% | |
Weighted Average Life (Years) | 2 years 3 days | 2 years 3 months | |
Non-Call Period (Months) | 6 months | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Final Legal Maturity Date | Jul. 25, 2051 | Apr. 25, 2051 | |
Class B-2 | |||
Subsequent Event [Line Items] | |||
Seniority | Senior Subordinated | Senior Subordinated | |
Principal Balance | $ 84,000,000 | $ 32,368,000 | |
Coupon | 7.00% | 8.00% | |
Weighted Average Life (Years) | 2 years 3 days | 2 years 3 months | |
Non-Call Period (Months) | 6 months | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Final Legal Maturity Date | Jul. 25, 2051 | Apr. 25, 2051 | |
Class M-2 | |||
Subsequent Event [Line Items] | |||
Seniority | Subordinated | Subordinated | |
Principal Balance | $ 57,000,000 | $ 15,000,000 | |
Coupon | 9.50% | 9.00% | |
Weighted Average Life (Years) | 2 years 3 days | 2 years 3 months | |
Non-Call Period (Months) | 6 months | 6 months | |
Anticipated Call Date | Jul. 25, 2023 | Jul. 25, 2023 | |
Final Legal Maturity Date | Jul. 25, 2051 | Apr. 25, 2051 | |
Subsequent Event | Class A-2 | |||
Subsequent Event [Line Items] | |||
Seniority | Senior | ||
Principal Balance | $ 150,000,000 | ||
Coupon | 7.00% | ||
Weighted Average Life (Years) | 1 year 9 months 25 days | ||
Non-Call Period (Months) | 6 months | ||
Anticipated Call Date | Jul. 25, 2023 | ||
Final Legal Maturity Date | Jul. 25, 2051 | ||
Subsequent Event | Class B-2 | |||
Subsequent Event [Line Items] | |||
Seniority | Senior Subordinated | ||
Principal Balance | $ 50,000,000 | ||
Coupon | 9.00% | ||
Weighted Average Life (Years) | 1 year 9 months 25 days | ||
Non-Call Period (Months) | 6 months | ||
Anticipated Call Date | Jul. 25, 2023 | ||
Final Legal Maturity Date | Jul. 25, 2051 | ||
Subsequent Event | Class M-2 | |||
Subsequent Event [Line Items] | |||
Seniority | Subordinated | ||
Principal Balance | $ 50,000,000 | ||
Coupon | 10.00% | ||
Weighted Average Life (Years) | 1 year 9 months 25 days | ||
Non-Call Period (Months) | 6 months | ||
Anticipated Call Date | Jul. 25, 2023 | ||
Final Legal Maturity Date | Jul. 25, 2051 |