Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56145 | |
Entity Registrant Name | AMERGENT HOSPITALITY GROUP INC. | |
Entity Central Index Key | 0001805024 | |
Entity Tax Identification Number | 84-4842958 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Post Office Box 470695 | |
Entity Address, City or Town | Charlotte | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28247 | |
City Area Code | (704) | |
Local Phone Number | 366-5122 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,656,736 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 2,083,119 | $ 678,468 |
Restricted cash | 440,557 | 1,250,336 |
Investments | 292,809 | 413,268 |
Accounts and other receivables | 156,581 | 314,043 |
Inventories | 154,207 | 172,695 |
Prepaid expenses and other current assets | 392,234 | 290,227 |
TOTAL CURRENT ASSETS | 3,519,507 | 3,119,037 |
Property and equipment, net | 2,908,066 | 3,702,894 |
Operating lease asset | 8,395,200 | 9,529,443 |
Intangible assets, net | 2,540,868 | 3,043,885 |
Goodwill | 8,603,406 | 8,591,149 |
Investments | 365,001 | 365,001 |
Deposits and other assets | 267,770 | 295,930 |
TOTAL ASSETS | 26,599,818 | 28,647,339 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,168,244 | 8,667,268 |
Current maturities of long-term debt and notes payable | 6,377,550 | 2,338,978 |
Current operating lease liabilities | 4,411,073 | 4,209,389 |
Derivative liabilities | 66,136 | 184,800 |
TOTAL CURRENT LIABILITIES | 19,023,003 | 15,400,435 |
Long-term operating lease liabilities | 9,415,805 | 10,677,862 |
Contract liabilities | 759,276 | 794,989 |
Deferred tax liabilities | 108,809 | 108,809 |
Long-term debt and notes payable, net of current maturities | 2,352,130 | 539,734 |
Convertible debt, net of current maturities | 3,814,208 | |
TOTAL LIABILITIES | 31,659,023 | 31,336,037 |
Preferred Stock Value | 58,400 | 459,608 |
Stockholders’ Deficit: | ||
Common stock: $0.0001 par value; authorized 50,000,000 shares; 15,656,736 and 14,282,736 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 1,565 | 1,428 |
Additional paid-in-capital | 92,834,415 | 92,433,344 |
Accumulated deficit | (96,869,182) | (94,587,482) |
Accumulated other comprehensive loss | (10,322) | (25,916) |
Total Amergent Hospitality Group, Inc., Stockholders’ Deficit | (4,043,524) | (2,178,626) |
Non-controlling interests | (1,074,081) | (969,680) |
TOTAL STOCKHOLDERS’ DEFICIT | (5,117,605) | (3,148,306) |
TOTAL LIABILITIES, REDEEMABLE SHARES AND STOCKHOLDERS’ DEFICIT | 26,599,818 | 28,647,339 |
Convertible Preferred Stock: Series 2 [Member] | ||
Current liabilities: | ||
Preferred Stock Value | $ 58,400 | $ 459,608 |
Condensed Consolidated and Co_2
Condensed Consolidated and Combined Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 50,000,000 | |
Common Stock, Shares, Outstanding | 15,656,736 | 14,282,736 |
Convertible Preferred Stock: Series 2 [Member] | ||
Preferred stock, par value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 1,500 | 1,500 |
Preferred stock, shares outstanding | 100 | 787 |
Preferred stock, shares issued | 100 | 787 |
Condensed Consolidated and Co_3
Condensed Consolidated and Combined Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 4,955,071 | $ 3,918,470 | $ 9,548,521 | $ 9,599,708 |
Expenses: | ||||
Restaurant cost of sales | 1,435,192 | 1,162,291 | 2,751,114 | 2,960,061 |
Restaurant operating expenses | 3,180,414 | 3,247,957 | 6,425,529 | 6,873,801 |
Restaurant pre-opening and closing expenses | 20,730 | |||
General and administrative expenses | 1,193,973 | 1,460,668 | 2,361,100 | 2,635,821 |
Asset impairment charge | 152,470 | 1,287,579 | 152,470 | |
Depreciation and amortization | 362,350 | 415,778 | 730,005 | 831,609 |
Employee retention credit | (1,473,355) | (1,473,355) | ||
Total expenses | 4,698,574 | 6,439,164 | 12,081,972 | 13,474,492 |
Operating income (loss) | 256,497 | (2,520,694) | (2,533,451) | (3,874,784) |
Other income (expense): | ||||
Interest expense | (158,690) | (159,460) | (315,931) | (322,448) |
Change in fair value of derivative liabilities | (66,136) | 6,443,380 | 118,664 | 6,141,517 |
Change in the fair value of investment | (124,166) | (953,033) | (120,460) | (953,033) |
Debt extinguishment expense | (11,808,111) | (11,808,111) | ||
Other income (expense) | 143,942 | (70,748) | 146,558 | 176,308 |
Gain on extinguished lease liabilities | 275,164 | 318,519 | ||
Total other income (expense) | 70,114 | (6,547,972) | 147,350 | 6,765,767 |
Income (Loss) before income taxes | 326,611 | (9,068,666) | (2,386,101) | (10,640,551) |
Income tax expense | (7,352) | (3,676) | ||
Consolidated net income (loss) | 326,611 | (9,076,018) | (2,386,101) | (10,644,227) |
Less: Net (income) loss attributable to non-controlling interests | 59,884 | (89,716) | (104,401) | 113,689 |
Net income (loss) attributable to Amergent Hospitality Group Inc. | 266,727 | (8,986,302) | (2,281,700) | (10,757,916) |
Dividends on redeemable preferred stock | (28,219) | |||
Net income (loss) attributable to common shareholders of Amergent Hospitality Group Inc. | $ 266,727 | $ (8,986,302) | $ (2,281,700) | $ (10,786,135) |
Net income (loss) attributable to Amergent Hospitality Group, Inc. per common share, basic: | $ 0.02 | $ (0.63) | $ (0.15) | $ (0.82) |
Net income (loss) attributable to Amergent Hospitality Group, Inc. per common share, diluted: | $ 0.01 | $ (0.63) | $ (0.15) | $ (0.82) |
Weighted average shares outstanding, basic | 15,321,571 | 14,282,736 | 14,904,471 | 13,096,212 |
Weighted average shares outstanding, diluted | 17,280,625 | 14,282,736 | 14,904,471 | 13,096,212 |
Restaurant Sales Net [Member] | ||||
Revenue: | ||||
Total revenue | $ 4,737,867 | $ 3,880,841 | $ 9,182,059 | $ 9,372,298 |
Gaming Income Net [Member] | ||||
Revenue: | ||||
Total revenue | 111,008 | 29,463 | 168,038 | 129,212 |
Franchise Income [Member] | ||||
Revenue: | ||||
Total revenue | 106,196 | 8,166 | 198,424 | 98,198 |
Management Fee Income [Member] | ||||
Revenue: | ||||
Total revenue |
Condensed Consolidated and Co_4
Condensed Consolidated and Combined Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net income (loss) attributable to Amergent Hospitality Group | $ 266,727 | $ (8,986,302) | $ (2,281,700) | $ (10,786,135) |
Foreign currency translation gain/(loss) | 6,802 | (6,541) | 15,594 | (87,610) |
Comprehensive income (loss) | $ 273,529 | $ (8,992,843) | $ (2,266,106) | $ (10,873,745) |
Condensed Consolidated and Co_5
Condensed Consolidated and Combined Statements of Stockholders' Equity (Deficit) - USD ($) | Temporary Equity Preferred Shares Two [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,041 | $ 71,505,989 | $ (75,068,385) | $ (46,437) | $ 455,781 | $ (3,152,011) | |
Shares, Outstanding at Dec. 31, 2019 | 10,404,342 | ||||||
Preferred unit dividend | $ 4 | 19,519 | (28,219) | (8,696) | |||
Preferred unit dividend | 37,518 | ||||||
Exercise of warrants | 246 | 1,528,867 | (325,366) | 1,203,747 | |||
Exercise of warrants, Shares | 2,414,022 | ||||||
Issuance of shares, net of transaction costs of $95,000 | $ 1,405,000 | ||||||
Issuance of shares, net of transaction costs of $95,000, Shares | 1,500 | ||||||
Bifurcation of derivative liability | $ (529,000) | ||||||
Beneficial conversion feature | (729,000) | 729,000 | 729,000 | ||||
Preferred stock deemed dividend | 729,000 | (729,000) | (729,000) | ||||
Conversion of Series 2 preferred to common | (416,392) | 143 | 416,249 | 416,392 | |||
Conversion of Series 2 preferred to common, Shares | (713) | ||||||
Foreign currency translation | (81,069) | (81,069) | |||||
Net loss | (1,771,614) | 203,405 | (1,568,209) | ||||
Ending balance, value at Mar. 31, 2020 | $ 459,608 | $ 1,434 | 73,470,624 | (77,193,584) | (127,506) | 659,186 | (3,189,846) |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 787 | 14,282,736 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 1,041 | 71,505,989 | (75,068,385) | (46,437) | 455,781 | (3,152,011) | |
Shares, Outstanding at Dec. 31, 2019 | 10,404,342 | ||||||
Foreign currency translation | (87,610) | ||||||
Net loss | (10,644,227) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 459,608 | $ 1,434 | 80,511,278 | (85,373,977) | (134,047) | (236,439) | (5,231,751) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 787 | 14,282,736 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 459,608 | $ 1,434 | 73,470,624 | (77,193,584) | (127,506) | 659,186 | (3,189,846) |
Shares, Outstanding at Mar. 31, 2020 | 787 | 14,282,736 | |||||
Reclassification of non-controlling interest | 805,909 | (805,909) | |||||
Cash contribution of merger consideration, net transaction costs of $588,255 | 5,411,745 | 5,411,745 | |||||
Contribution of warrant portion of merger consideration | 1,628,909 | 1,628,909 | |||||
Foreign currency translation | (6,541) | (6,541) | |||||
Net loss | (8,986,302) | (89,716) | (9,076,018) | ||||
Ending balance, value at Jun. 30, 2020 | $ 459,608 | $ 1,434 | 80,511,278 | (85,373,977) | (134,047) | (236,439) | (5,231,751) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 787 | 14,282,736 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 459,608 | $ 1,428 | 92,433,344 | (94,587,482) | (25,916) | (969,680) | (3,148,306) |
Shares, Outstanding at Dec. 31, 2020 | 787 | 14,282,736 | |||||
Conversion of preferred stock into common | $ (73,000) | $ 25 | 72,975 | 73,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (125) | 250,000 | |||||
Foreign currency translation | 8,792 | 8,792 | |||||
Net loss | (2,548,427) | (164,285) | (2,712,712) | ||||
Ending balance, value at Mar. 31, 2021 | $ 386,608 | $ 1,453 | 92,506,319 | (97,135,909) | (17,124) | (1,133,965) | (5,779,226) |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 662 | 14,532,736 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 459,608 | $ 1,428 | 92,433,344 | (94,587,482) | (25,916) | (969,680) | (3,148,306) |
Shares, Outstanding at Dec. 31, 2020 | 787 | 14,282,736 | |||||
Foreign currency translation | 15,594 | ||||||
Net loss | (2,386,101) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 58,400 | $ 1,565 | 92,834,415 | (96,869,182) | (10,322) | (1,074,081) | (5,117,605) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 100 | 15,656,736 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 386,608 | $ 1,453 | 92,506,319 | (97,135,909) | (17,124) | (1,133,965) | (5,779,226) |
Shares, Outstanding at Mar. 31, 2021 | 662 | 14,532,736 | |||||
Conversion of preferred stock into common | $ (328,208) | $ 112 | 328,096 | 328,208 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (562) | 1,124,000 | |||||
Foreign currency translation | 6,802 | 6,802 | |||||
Net loss | 266,727 | 59,884 | 326,611 | ||||
Ending balance, value at Jun. 30, 2021 | $ 58,400 | $ 1,565 | $ 92,834,415 | $ (96,869,182) | $ (10,322) | $ (1,074,081) | $ (5,117,605) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 100 | 15,656,736 |
Condensed Consolidated and Co_6
Condensed Consolidated and Combined Statements of Stockholders' Equity (Deficit) (Parenthetical) | Jun. 30, 2020USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Transaction cost | $ 95,000 |
Condensed Consolidated and Co_7
Condensed Consolidated and Combined Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (2,386,101) | $ (10,644,227) |
Adjustments to reconcile net loss to net cash flows from operations | ||
Depreciation and amortization | 730,005 | 831,609 |
Amortization of operating lease assets | 429,121 | 629,010 |
Asset impairment charges | 1,287,579 | 273,927 |
Gain from extinguished lease liabilities | (318,519) | |
Loss on investments | 120,460 | 933,147 |
Amortization of debt discount | 89,658 | 35,137 |
Loss on extinguishment of Series 1 Preferred | 161,899 | |
Loss on debt extinguishment | 11,808,111 | |
Derivative liabilities revaluation | (118,664) | (6,142,517) |
Change in assets and liabilities | ||
Accounts and other receivables | 157,556 | 182,587 |
Prepaid expenses and other assets | (71,842) | (393,321) |
Inventories | 18,825 | 9,787 |
Accounts payable and accrued expenses | (506,907) | 220,904 |
Operating lease liabilities | (741,854) | (1,123,689) |
Contract liabilities | (35,713) | (48,806) |
Net cash flows from operating activities | (1,346,396) | (3,265,722) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (14,899) | (27,740) |
Net cash flows used in investing activities | (14,899) | (27,740) |
Cash flows from financing activities: | ||
Loan proceeds | 2,000,000 | 2,689,540 |
Loan repayments | (52,898) | (2,482,474) |
Proceeds from Series 2 Preferred | 1,405,000 | |
Proceeds from warrant exercises | 885,046 | |
Redemption of Series 1 Preferred | (880,289) | |
Merger | 5,411,745 | |
Net cash flows provided by financing activities | 1,947,102 | 7,028,478 |
Effect of exchange rate of on cash | 9,065 | (34,628) |
Net increase in cash and restricted cash | 594,872 | 3,700,388 |
Cash and restricted cash, beginning of period | 1,928,804 | 501,017 |
Cash and restricted cash, end of period | 2,523,676 | 4,201,205 |
Supplemental cash flow information: | ||
Interest | 293,610 | 164,388 |
Income taxes | ||
Non-cash investing and financing activities | ||
Conversion of Preferred stock - Series 2 to common stock | 401,208 | 416,392 |
Preferred stock dividends paid through issuance of common stock | 19,523 | |
Accrued interest paid through warrant exercise | 318,700 | |
Bifurcation of derivative liability from Preferred Stock - Series 2 | 529,000 | |
Warrant portion of merger consideration | $ 1,628,909 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS BASIS OF PRESENTATION Amergent Hospitality Group, Inc. (“Amergent”) was incorporated on February 18, 2020 as a wholly-owned subsidiary of Chanticleer Holdings, Inc. (“Chanticleer”) for the purpose of conducting the business of Chanticleer and its subsidiaries after completion of the Spin-Off of Amergent to the shareholders of Chanticleer (Spin-Off”). The Spin-Off transaction was completed on April 1, 2020 in connection with the merger (the “Merger”) of Chanticleer with Sonnet BioTherapeutics, Inc. (“Sonnet”) on that date. Amergent is in the business of owning, operating and franchising fast casual dining concepts domestically and internationally. On March 31, 2020, Chanticleer contributed all its assets and liabilities, including the stock interest in all its subsidiaries (other than Amergent), to Amergent. Based on this being a transaction between entities under common control the carryover basis of accounting was used to record the assets and liabilities contributed to Amergent. Further, as a common control transaction the condensed consolidated and combined financial statements of Amergent reflect the transaction as if the contribution had occurred as of the earliest period presented herein. As such, the accompanying condensed consolidated and combined financial statements include the accounts of Amergent and its subsidiaries along with Chanticleer and its subsidiaries (collectively “we,” “us,” “our,” or the “Company”). All intercompany and inter-entity balances have been eliminated in consolidation and combination. GENERAL The accompanying condensed consolidated and combined financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated and combined financial statements have not been audited. The condensed consolidated and combined balance sheet as of December 31, 2020 has been derived from the audited consolidated and combined financial statements as of December 31, 2020 and for the year then ended included in Amergent’s annual report filed with the SEC on April 15, 2021. The results of operations for the three and six-month period ended June 30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021. Certain information and footnote disclosures normally included in unaudited condensed consolidated and combined financial statements prepared in accordance with generally accepted accounting principles of the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in Amergent’s Annual Report for the year ended December 31, 2020 previously filed with the SEC. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN Liquidity, Capital Resources and Going Concern As of June 30, 2021, the Company’s cash balance was $ 2,523,676 , of which $ 440,557 was restricted cash, its working capital deficiency was $ 15,503,496 and it had significant near-term commitments and contractual obligations. The level of additional cash needed to fund operations and our ability to conduct business for the next 12 months will be influenced primarily by the following factors: ● our ability to access the capital and debt markets to satisfy current obligations and operate the business; ● our ability to qualify for and access financial stimulus programs available through federal and state government programs; ● our ability to refinance or otherwise extend maturities of current debt obligations; ● our ability to manage our operating expenses and maintain gross margins; ● popularity of and demand for our fast-casual dining concepts; and ● general economic conditions and changes in consumer discretionary income. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements We have typically funded our operating costs, acquisition activities, working capital requirements and capital expenditures with proceeds from the issuances of our common stock, government tax credits and other financing arrangements, including convertible debt, lines of credit, notes payable, capital leases, and other forms of external financing. The Company plans to seek additional capital in the future through equity and/or debt financings or other sources in order to sustain operations. We may seek to work with vendors and suppliers on payment plans, settle certain obligations at a discount, seek forgiveness of Paycheck Protection Program loans and look for other government stimulus programs. Additionally, the Company has significant debt due within the next twelve months that will need to be refinanced and/or settled. In the event that capital is not available, Amergent may then have to scale back or freeze its growth plans, sell assets on less than favorable terms, reduce expenses, and/or curtail future acquisition plans to manage its liquidity and capital resources. On March 10, 2020, the World Health Organization characterized the novel COVID-19 virus as a global pandemic. The COVID-19 outbreak in the United States has resulted in a significant impact throughout the hospitality industry that have continued through June 30, 2021. The Company has been impacted due to restrictions placed by state and local governments that caused temporary restaurant closures or significantly reduced the Company’s ability to operate. It is difficult to estimate the length or severity of this outbreak; however, the Company has made operational changes, as needed, to reduce the impact. The Company’s history of operating losses, combined with its working capital deficit which includes substantial near term debt repayment obligations and uncertainties regarding the impact of COVID-19, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated and combined financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES There have been no changes to our significant accounting policies described in the annual report for the year ended December 31, 2020 filed with the SEC on April 15, 2021, that would have had a significant impact on these unaudited condensed consolidated and combined financial statements and related notes. BASIS OF PRESENTATION The accompanying condensed consolidated and combined financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include analysis of the recoverability of goodwill and long-lived assets. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing COVID-19 pandemic and the COVID-19 control responses. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. U.S. GAAP provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority, referred to as Level 1, to quoted prices in active markets for identical assets and liabilities. The next priority, referred to as Level 2, is given to quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active; that is, markets in which there are few transactions for the asset or liability. The lowest priority, referred to as Level 3, is given to unobservable inputs. The table below reflects the level of the inputs used in the Company’s fair value calculations: SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS Quoted Prices in Active Markets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value June 30, 2021 Assets (Note 3) Common stock of Sonnet $ 292,809 — $ — $ 292,809 Liabilities (Note 9) True-up provision of Convertible Preferred Series 2 $ — $ — $ 66,136 $ 66,136 Quoted Prices in Active Markets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value December 31, 2020 Assets (Note 3) Common stock of Sonnet $ 413,268 — $ — $ 413,268 Liabilities (Note 9) True-up provision of Convertible Preferred Series 2 $ — $ — $ 184,800 $ 184,800 Inputs used in the Company’s Level 3 calculation of fair value are discussed in Note 9. The Company is required to disclose fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash, accounts receivable, other receivables, accounts payable, other current liabilities, convertible notes payable and notes payable approximate fair value due to the short-term maturities of these financial instruments and/or because related interest rates offered to the Company approximate current rates. CASH Cash consists of deposits held at financial institutions and is stated at fair value. The Company limits its credit risk associated with cash by maintaining its bank accounts at major financial institutions. At June 30, 2021, the Company held cash of $ 307,090 RESTRICTED CASH As of June 30, 2021 and December 31, 2020, the Company maintained restricted cash of $ 440,557 1,250,336 PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes amortization of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term or the estimated useful Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements lives of the related assets using the straight-line method. Maintenance and repairs that do not improve or extend the useful lives of the assets are not considered assets and are charged to expense when incurred. The estimated useful lives used to compute depreciation and amortization are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES Leasehold improvements 5 15 Restaurant furnishings and equipment 3 10 Furniture and fixtures 3 10 Office and computer equipment 3 7 INTANGIBLE ASSETS Trade Name/Trademark The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. Certain of the Company’s trade name/trademarks have been determined to have a definite-lived life and are being amortized on a straight-line basis over estimated useful lives of 10 LONG-LIVED ASSETS Long-lived assets, such as property and equipment, operating lease assets, and purchased intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to: ● significant under-performance relative to expected and/or historical results (negative comparable sales growth or operating cash flows for two consecutive years); ● significant negative industry or economic trends; ● knowledge of transactions involving the sale of similar property at amounts below the Company’s carrying value; or ● the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale.” If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the third quarter of 2019 and continuing in 2020 and 2021, the Company determined that triggering events occurred some of which were related to the COVID-19 outbreak requiring management to review the certain long-lived assets for impairment. Due to the continued impact of this pandemic on the Company’s business, management has performed an impairment analysis of its long-lived assets at each quarter end in 2020 and through June 30, 2021 and determined that the carrying value of the Company’s trade name/trademark intangible asset, property and equipment and operating lease assets (see Notes 4, 5, and 10 for further discussion) were impaired. The determination was based on the best judgment of management for the future of the asset and on information known at the time of the assessment. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements GOODWILL Goodwill, which is not subject to amortization, is evaluated for impairment annually as of the end of the Company’s year-end, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant number of store closures, that would indicate an impairment may exist. Goodwill is tested for impairment at a level of reporting referred to as a reporting unit. Management determined that the Company has one reporting unit. Due to the continued impact of the COVID-19 pandemic on the Company’s business, management has performed an impairment analysis of goodwill as of beginning in the first quarter of 2020 and quarterly thereafter through June 2021. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the Company does not perform a qualitative assessment or determines that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, a quantitative assessment is performed to calculate the estimated fair value of the reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The Company’s decision to perform a qualitative impairment assessment is influenced by a number of factors, including the significance of the excess of the reporting unit’s estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the price of our common stock. Step one of the impairment test is based upon a comparison of the carrying value of net assets, including goodwill balances, to the fair value of net assets. The Company performed a quantitative assessment at June 30, 2021 and determined that goodwill was not impaired due to the excess fair value of the reporting unit over its carrying value based on the best judgement of management for the future of the reporting unit and on information known at the time of the assessment. FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates as in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for its foreign operations. LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of restaurant locations and office space. Our leases generally have remaining terms of 1 20 include options to extend the leases for additional 5-year periods. 20 Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. We estimated this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements EMPLOYEE RETENTION AND OTHER CREDITS The Employee Retention Credit (“ERC”) under the CARES Act is a refundable tax credit which encourages businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers can qualify for up to $7,000 of credit for each employee based on qualified wages paid after December 31, 2020 and before January 1, 2022. Qualified wages are the wages paid to an employee during an economic hardship, specifically, either (1) a full or partial suspension of operations by order of a governmental authority due to COVID-19, or (2) a significant decline in gross receipts. The Company recognized $1,473,355 of ERC as a contra-expense in the condensed consolidated and combined statements of operations for the three and six months ended June 30, 2021. In addition to the ERC, the Company received credits under other government/government agency programs of $ 67,918 128,364 26,518 41,400 84,798 43,566 INCOME TAXES Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has provided a valuation allowance for the full amount of the deferred tax assets in the accompanying consolidated and combined financial statements. As of June 30, 2021 and December 31, 2020, the Company had no INCOME (LOSS) PER COMMON SHARE The Company computes net income (loss) per share using the weighted-average number of common shares outstanding during the period. For periods with a net loss, basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding warrants, as described in Note 8, and the potential conversion of the convertible debt, as described in Note 6, would be anti-dilutive. For the three months ended June 30, 2021, the Company used the two-class method to compute basic net income per common share . Under this method, undistributed earnings are allocated to common stock, the Series 2 Preferred Stock, and the convertible debt to the extent that the Series 2 Preferred Stock and convertible debt may share in earnings. In periods of net loss, losses are not allocated to participating securities as the holders of such securities have no obligation to fund losses. The total earnings allocated to common stock is then divided by the weighted average common shares outstanding to determine the basic earnings per share. For purposes of calculating diluted loss per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants using the treasury stock method. In addition, the Company considers the potential dilutive impact of its Series 2 Preferred Stock and convertible debt using the treasury stock and if-converted methods, if either is more dilutive than the two-class method. The two-class method was more dilutive for the three months ended June 30, 2021. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements The following table summarizes the computation of basic and diluted net (loss) income per share for the three and six months ended June 30, 2021 and 2020, respectively: SCHEDULE OF INCOME PER SHARE June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Basic net income (loss) per common share calculation: Net income (loss) attributable to common shareholders $ 266,727 $ (8,986,302 ) $ (2,281,700 ) $ (10,786,135 ) Less: undistributed earnings to participating securities (179,013 ) — — — Net income (loss) attributable to common shareholders - basic 87,714 (8,986,302 ) (2,281,700 ) (10,757,916 ) Weighted average common shares outstanding - basic 15,321,571 14,282,736 14,904,471 13,096,212 Net income (loss) per share - basic $ 0.02 $ (0.63 ) $ (0.15 ) $ (0.82 ) Diluted net income (loss) per common share calculation: Net income (loss) attributable to common shareholders $ 266,727 $ (8,986,302 ) $ (2,281,700 ) $ (10,757,916 ) Less: undistributed earnings to participating securities (179,013 ) — — — Net income (loss) attributable to common shareholders - diluted 87,714 (8,986,302 ) (2,281,700 ) (10,757,916 ) Weighted average common shares outstanding - basic 15,321,571 14,282,736 14,904,471 13,096,212 Warrants 1,959,054 — — — Weighted average common shares outstanding - diluted 17,280,625 14,282,736 14,904,471 13,096,212 Net income (loss) per share - diluted $ 0.01 $ (0.63 ) $ (0.15 ) $ (0.82 ) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The objective of the standard is to improve areas of GAAP by removing certain exceptions permitted by Accounting Standards Codification 740 and clarifying existing guidance to facilitate consistent application. The standard was effective for the Company beginning on January 1, 2021. The adoption of ASU 2019-12 as of January 1, 2021 did not have a material impact on the condensed consolidated and combined financial statements. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options ” We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated and combined financial statements. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 3. INVESTMENTS Investments consist of the following: SCHEDULE OF INVESTMENTS June 30, 2021 December 31, 2020 Common stock of Sonnet, at fair value $ 292,809 $ 413,268 Chanticleer Investors, LLC, at cost 365,001 365,001 Total $ 657,809 $ 778,269 Common stock of Sonnet In 2020 the Company received warrants to purchase Sonnet common stock as part of consideration for the Merger with Sonnet (See Note 1). On November 17, 2020, the Company exercised the warrants and holds common stock of Sonnet. Chanticleer Investors LLC The Company invested $ 800,000 22 3 48,000 In June 2019, an analysis of the transaction and the value of the cash received and retained non-controlling interest was performed. The Company concluded that its investment was impaired as of June 30, 2019 and recorded a $ 435,000 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET June 30, 2021 December 31, 2020 Leasehold improvements $ 6,929,994 $ 7,301,908 Restaurant furniture and equipment 1,979,814 2,132,726 Construction in progress 650 5,450 Office and computer equipment 112,073 125,535 Office furniture and fixtures 61,328 59,635 Property, plant and equipment, gross 9,083,859 9,625,254 Accumulated depreciation and amortization (6,175,793 ) (5,922,360 ) Property, plant and equipment, net $ 2,908,066 $ 3,702,894 The COVID-19 outbreak in the United States has resulted in a significant impact throughout the hospitality industry. The impact has varied by state/geographical area within the United States at various intervals since the pandemic has been declared. Accordingly, the operating results and cash flows at the store level have varied significantly leading to an analysis of impairment at the store level for each quarter end beginning at the end of the first quarter of 2020 and continuing through June 30, 2021. Several stores were permanently or temporarily closed during 2020 and 2021 while others are operating at reduced capacity. Based on the assessment of recoverability, an impairment charge of approximately $ 255,115 was recorded for property and equipment during the six months ended June 30, 2021. During the three and six months ended June 30, 2020, the Company recorded an impairment charge of $ 129,631 for property and equipment and $ 13,374 Depreciation expense was $ 276,777 554,330 324,212 649,084 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 5. INTANGIBLE ASSETS, NET GOODWILL A roll-forward of goodwill is as follows: SCHEDULE OF GOODWILL Six Months Ended June 30, 2021 Year Ended December 31, 2020 Beginning balance $ 8,591,149 $ 8,567,888 Foreign currency translation gain 12,257 23,261 Ending balance $ 8,603,406 $ 8,591,149 OTHER INTANGIBLE ASSETS Franchise and trademark/tradename intangible assets consist of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS June 30, 2021 December 31, 2020 Trademark, Tradenames: American Roadside Burger 10 $ 561,191 $ 1,786,930 BGR: The Burger Joint Indefinite 739,245 739,245 Little Big Burger Indefinite 1,550,000 1,550,000 2,850,436 4,076,175 Acquired Franchise Rights: BGR: The Burger Joint 7 827,757 827,757 Franchise License Fees: Hooters Pacific NW 20 — 74,507 Hooters UK 5 12,073 11,001 12,073 85,508 Total intangibles at cost 3,690,266 4,989,440 Accumulated amortization (1,149,398 ) (1,945,555 ) Intangible assets, net $ 2,540,868 $ 3,043,885 An analysis of the recoverability of the carrying value was performed at each quarter end beginning at the end of the first quarter of 2020 and continuing through June 30, 2021. Based on that analysis, an impairment charge of approximately $ 327,342 was recorded to trademarks/tradenames for ABC: American Burger Company during the six months ended June 30, 2021. Amortization of intangible assets was $ 84,915 175,675 91,566 182,525 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
DEBT AND NOTES PAYABLE
DEBT AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND NOTES PAYABLE | 6. DEBT AND NOTES PAYABLE Debt and notes payable are summarized as follows at June 30, 2021 and December 31, 2020: SCHEDULE OF DEBT AND NOTES PAYABLE June 30, 2021 December 31, 2020 Notes payable (a) $ — $ 25,850 Notes payable (b) — 27,048 Contractor note (c) 348,269 348,269 PPP loans (d) 4,109,400 2,109,400 UK Bounce Back loan (e) 68,245 68,245 EIDL loans (f) 299,900 299,900 Convertible debt (g) 4,037,889 4,037,889 Total Debt 8,863,703 6,916,601 Less: discount on convertible debt (g) (134,023 ) (223,681 ) Total Debt, net of discount $ 8,729,680 $ 6,692,920 Current portion of long-term debt $ 6,377,550 $ 2,338,978 Long-term debt, less current portion $ 2,352,130 $ 4,353,942 (a) In connection with the assets acquired from the two BGR franchisees, the Company entered into notes payable of $ 9,600 187,000 (b) During September 2019 and October 2019, the Company entered into two merchant capital advances in the amount of $ 46,000 84,700 (c) The Company entered into a promissory note to repay a contractor for the build-out of a new Little Big Burger location. The note has a balance of $ 348,269 12 445,000 95,000 (d) On April 27, 2020, Amergent received a $ 2.1 1 April 2022 119,000 On February 25, 2021, the Company received a second PPP Loan of $ 2.0 1 February 25, 2026 44,660 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements (e) On November 24, 2020, Amergent received approximately $ 68,200 six 10 2.5 (f) On August 4, 2020, the Company obtained two loans under the Economic Injury Disaster Loan (“EIDL”) assistance program from the Small Business Administration (“SBA”) in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the loans is approximately $ 300,000 3.75 August 4, 2021 1,762 (g) On April 1, 2020 8 10 4,037,889 2,925,200 0.125 2,462,600 0.50 462,500 10 The Company recorded a debt discount of approximately $ 358,000 10 44,922 89,658 The Company’s various loan agreements contain financial and non-financial covenants and provisions providing for cross-default. The evaluation of compliance with these provisions is subject to interpretation and the exercise of judgment. The Company’s lender has provided a waiver of certain financial covenants through June 30, 2021. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses are summarized as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2021 December 31, 2020 Accounts payable $ 3,232,188 $ 3,752,036 Accrued expenses 1,982,431 1,436,679 Accrued taxes (VAT, Sales, Payroll, etc.) 2,810,872 3,356,496 Accrued interest 142,753 122,057 Accounts payable and accrued expenses, total $ 8,168,244 $ 8,667,268 As of June 30, 2021 and December 31, 2020, approximately $ 2.5 million and $ 3.0 million, respectively, of employee and employer payroll taxes and associated interest and penalties have been accrued but not remitted to certain taxing authorities by the Company. These accruals are for periods prior to 2019 for cash compensation paid and are reflected as a component of the accrued taxes line above. As a result, the Company is liable for such payroll taxes and any related penalties and interest. Tax authorities have placed liens on certain of the Company’s cash accounts, which accounts had a total balance of $ 36,905 at June 30, 2021. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDER’S EQUITY | 8. STOCKHOLDER’S EQUITY 2020 Bridge Financing Pursuant to a Securities Purchase Agreement dated February 7, 2020, the Company sold 1,500 1,500,000 95,000 5 350,000 1.25 1,000 529,000 729,000 713 1,426,854 the shareholders of Chanticleer common stock received shares of Amergent on a 1 for 1 basis (Spin-Off shares) and received 1 share of Sonnet common stock for 26 shares of Chanticleer common stock held at the time of the Merger. On August 17, 2020, the Company and the holders of the Series 2 Preferred Stock entered into a Waiver, Consent, and Amendment to the Certificate of Designations (the “Extension Agreement”) which included provisions for an extension of the true-up payment discussed below from August 7, 2020 to December 10, 2020 and permitted the shares of Amergent obtained by the investor in the Spin-Off to be included in the determination of the True-Up Payment discussed below, with the Company paying all expenses incurred by the institutional investor in connection with the Extension Agreement and certain consideration for the institutional in investor’s willingness to extend the date of the true-up payment. The consideration included $ 66,000 134,000 28,060 On February 16, 2021, the Company and the holders of the Series 2 Preferred Stock entered into a Waiver, Consent and Amendment to the Certificate of Designations (the “Waiver”). Pursuant to the Waiver, the Company filed the Second Amendment and Restated Certificate of Designations of Series 2 Convertible Preferred Stock (“Amended COD”) with the Delaware Secretary of State (i) providing for the extension of the True-Up Payment to April 1, 2021, (ii) providing for the deduction of proceeds to the original holders from sales of Series 2 Preferred for the True-Up Payment, and (iii) providing for a reduction in amount of cash subject to restriction as discussed below from $ 1,250,000 850,000 During the six months ended June 30, 2021, the investors converted 637 1,274,000 150 50 100 The Series 2 Preferred Stock is classified in the accompanying condensed consolidated and combined balance sheet at June 30, 2021 as temporary equity due to certain contingent redemption features which are outside the control of the Company. Designations, rights and preferences of Series 2 Preferred Stock: Stated value : True-Up Payment: 125 66,136 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements Redemption: Conversion at option of holder/ beneficial ownership limitation 1.00 4.99 9.99 Forced conversion: 1,400 Liquidation preference Voting rights: Triggering Events: Anti-Dilution: Concurrently with the Preferred Securities Purchase Agreement, the parties entered into a registration rights agreement (the “Preferred Registration Rights Agreement”). Pursuant to the Preferred Registration Rights Agreement, the Company was required to file a registration statement registering the conversion shares no later than 15 days from the closing of this transaction. Options and Warrants A summary of the warrant activity during the six months ended June 30, 2021 is presented below: SUMMARY OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at December 31, 2020 3,409,200 $ 0.34 8.6 Granted — — — Exercised — — — Forfeited/Other Adjustments — — — Outstanding at June 30, 2021 3,409,200 $ 0.34 8.1 Exercisable June 30, 2021 3,409,200 $ 0.34 8.1 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements At June 30, 2021, the outstanding warrants consisted of the following: SCHEDULE OF OUTSTANDING WARRANTS Date issued Number of warrants Exercise Price Expiration Date April 1, 2020 2,462,600 $ 0.125 April 1, 2030 April 1, 2020 462,600 $ 0.500 April 1, 2030 March 30, 2020 350,000 $ 1.250 March 30, 2025 August 17, 2020 134,000 $ 1.250 August 17, 2025 3,409,200 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | 9. DERIVATIVE LIABILITIES The derivative liabilities at December 31, 2020 consisted of a True-Up Payment provision of the Series 2 Preferred Stock (See Note 8). The True-Up payment was valued at June 30, 2021 and was determined to have a value of $ 66,136 66,136 The table presented below is a summary of changes in the fair market value of the Company’s Level 3 valuations for the six months ended June 30, 2021. SUMMARY OF CHANGES IN FAIR VALUE DERIVATIVE LIABILITIES True-Up Payment Balance at December 31, 2020 $ 184,800 Change in fair value during the period (118,664 ) Balance at June 30, 2021 $ 66,136 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal proceedings Indemnification agreement and tail policy On March 25, 2020, pursuant to the requirements of the Merger Agreement, Chanticleer, Sonnet and Amergent entered into an indemnification agreement (“Indemnification Agreement”) providing that Amergent will fully indemnify and hold harmless each of Chanticleer and Sonnet, and each of their respective, directors, officers, stockholders and managers who assumes such role upon or following the closing of the merger against all actual or threatened claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, administrative, investigative or otherwise, related to the Spin-Off Business prior to or in connection with its disposition to Amergent. In addition, pursuant to Merger Agreement, prior to closing of the Merger, the Spin-Off Entity acquired a tail insurance policy in a coverage amount of $ 3.0 Litigation related to leased properties During 2020 and 2021 the Company was in arrears on rent due on several of its leases as a result of the COVID-19 pandemic. As a result, the Company has pending litigation related to 10 sites of which 5 have permanently closed. The outcome of this litigation could result in the permanent closure of additional restaurant locations as well as the possibility of the Company being required to pay interest and damages, modify certain leases on unfavorable terms and could result in material impairments to the Company’s assets. No amounts have been accrued as of June 30, 2021 and December 31, 2020 in the accompanying condensed consolidated and combined balance sheets as management does not believe the outcome will result in additional liabilities to the Company; however, there can be no guarantees. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements From time to time, the Company may be involved in other legal proceedings and claims that have arisen in the ordinary course of business are generally covered by insurance. As of June 30, 2021, the Company does not expect the amount of ultimate liability with respect to these matters to be material to the Company’s financial condition, results of operations or cash flows. Leases The Company’s leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These incentives are amortized through the right-of-use asset as reductions of expense over the lease term. Some of the Company’s leases include rent escalations based on inflation indexes and fair market value adjustments. Certain leases contain contingent rental provisions that include a fixed base rent plus an additional percentage of the restaurant’s sales in excess of stipulated amounts. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized as variable lease expenses. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As part of the lease agreements, the Company is also responsible for payments regarding non-lease components (common area maintenance, operating expenses, etc.) and percentage rent payments based on monthly or annual restaurant sales amounts which are considered variable costs and are not included as part of the lease liabilities. Related to the adoption of Leases Topic 842, our policy elections were as follows: Separation of lease and non-lease components The Company elected this expedient to account for lease and non-lease components as a single component for the entire population of operating lease assets. Short-term policy The Company has elected the short-term lease recognition exemption for all applicable classes of underlying assets. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. Supplemental balance sheet information related to leases was as follows: SCHEDULE OF OPERATING LEASE INFORMATION Operating Leases Classification June 30, 2021 December 31, 2020 Right-of-use assets Operating lease assets $ 8,395,200 $ 9,529,443 Current lease liabilities Current operating lease liabilities $ 4,411,073 $ 4,209,389 Non-current lease liabilities Long-term operating lease liabilities 9,415,805 10,667,862 Operating Lease Liability $ 13,826,878 $ 14,877,251 Lease term and discount rate were as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (years) 7.68 7.70 Weighted average discount rate 10 % 10 % COVID-19 has negatively impacted operating results and cash flows at significantly varying amounts at the store level. Several stores were permanently closed during the year ended December 31, 2020 while others operated at a reduced capacity. Based on an assessment of the recoverability of the right-of-use asset as of June 30, 2021, an impairment charge of $ 705,122 9,465 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements During the three and six months ended June 30, 2021 $ 275,164 318,519 2,819,059 Rent expense of approximately $ 0.6 1.2 0.1 0.6 1.2 0.1 PPP Loan The Company received two PPP loans for amounts of $ 2.1 2.0 Presently, the SBA and other governmental communications have indicated that all loans in excess of $ 2.0 seven |
Restatement of Previously Issue
Restatement of Previously Issued Condensed Consolidated and Combined Financial Statements (Unaudited) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restatement of Previously Issued Condensed Consolidated and Combined Financial Statements (Unaudited) | 11. Restatement of Previously Issued Condensed Consolidated and Combined Financial Statements (Unaudited) The Company, while undergoing the audit of its consolidated and combined financial statements as of December 31, 2020 and for the year then ended, re-evaluated the lease term for three restaurants that were permanently closed in 2020 due to the pandemic and determined that the lease terms should no longer have included periods subject to renewal options. Impairment charges had been recorded for these restaurants during the respective quarter that the restaurants were closed, but the 2020 interim unaudited financial statements did not reflect the revised lease terms. This impacted the previously reported amounts for operating lease assets, operating lease liabilities, and rent expense, among other line items in the condensed consolidated and combined interim financial statements. The following table sets forth the effects of the adjustments on the affected items within the Company’s previously reported Condensed Consolidated and Combined Interim Balance Sheet as of June 30, 2020: SCHEDULE OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS June 30, 2020 As reported Adjustment As restated Operating lease assets $ 11,007,038 $ (98,944 ) $ 10,908,094 Long-term operating lease liabilities $ 13,832,826 $ (458,154 ) $ 13,374,672 Accumulated deficit $ (85,658,825 ) $ 284,848 $ (85,373,977 ) Non-controlling interests $ (310,801 ) $ 74,362 $ (236,439 ) Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements The following tables sets forth the effects of the adjustments on affected items within the Company’s previously reported Condensed Consolidated and Combined Interim Statements of Operations for the three and six months ended June 30, 2020: Three Months Ended June 30, 2020 As reported Adjustment As restated Restaurant operating expenses $ 3,261,393 $ (13,346 ) $ 3,247,957 Asset impairment charges $ 273,927 $ (121,457 ) $ 152,470 Operating loss $ (2,655,587 ) $ 134,893 $ (2,520,694 ) Other income $ (70,748 ) $ — $ (70,748 ) Consolidated and combined net loss $ (9,210,911 ) $ 134,893 $ (9,076,018 ) Net loss attributable to non-controlling interests $ 89,716 $ — $ 89,716 Net loss attributable to Amergent Hospitality Group Inc $ (9,121,195 ) $ 134,893 $ (8,986,302 ) Net loss per common share, basic and diluted $ (0.64 ) $ 0.01 $ (0.63 ) Six Months Ended June 30, 2020 As reported Adjustment As restated Restaurant operating expenses $ 6,887,237 $ (13,346 ) $ 6,873,801 Asset impairment charges $ 273,927 $ (121,457 ) $ 152,470 Operating loss $ (4,009,677 ) $ 134,893 $ (3,874,784 ) Other income (expense) $ (48,009 ) $ 224,317 $ 176,308 Consolidated and combined net loss $ (11,003,437 ) $ 359,210 $ (10,644,227 ) Net income attributable to non-controlling interests $ (39,327 ) $ (74,362 ) $ (113,689 ) Net loss attributable to Amergent Hospitality Group Inc $ (11,042,764 ) $ 284,848 $ (10,757,916 ) Net loss per common share, basic and diluted $ (0.85 ) $ 0.03 $ (0.82 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date at which the condensed consolidated and combined financial statements were available to be issued, and there are no other items requiring disclosure except the following: In July 2021 the Company entered into an at-will amended and restated employment agreement with its President, which extended the term of his employment agreement to June 2024. In August 2021, the Company adopted the 2021 Inducement Plan (“the Plan”). Under the 2021 Inducement Plan, the Company can grant stock options and stock awards. There are 500,000 50,000 150,000 2.50 300,000 100,000 0.56 100,000 0.81 100,000 1.08 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated and combined financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include analysis of the recoverability of goodwill and long-lived assets. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing COVID-19 pandemic and the COVID-19 control responses. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. U.S. GAAP provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority, referred to as Level 1, to quoted prices in active markets for identical assets and liabilities. The next priority, referred to as Level 2, is given to quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active; that is, markets in which there are few transactions for the asset or liability. The lowest priority, referred to as Level 3, is given to unobservable inputs. The table below reflects the level of the inputs used in the Company’s fair value calculations: SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS Quoted Prices in Active Markets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value June 30, 2021 Assets (Note 3) Common stock of Sonnet $ 292,809 — $ — $ 292,809 Liabilities (Note 9) True-up provision of Convertible Preferred Series 2 $ — $ — $ 66,136 $ 66,136 Quoted Prices in Active Markets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value December 31, 2020 Assets (Note 3) Common stock of Sonnet $ 413,268 — $ — $ 413,268 Liabilities (Note 9) True-up provision of Convertible Preferred Series 2 $ — $ — $ 184,800 $ 184,800 Inputs used in the Company’s Level 3 calculation of fair value are discussed in Note 9. The Company is required to disclose fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash, accounts receivable, other receivables, accounts payable, other current liabilities, convertible notes payable and notes payable approximate fair value due to the short-term maturities of these financial instruments and/or because related interest rates offered to the Company approximate current rates. |
CASH | CASH Cash consists of deposits held at financial institutions and is stated at fair value. The Company limits its credit risk associated with cash by maintaining its bank accounts at major financial institutions. At June 30, 2021, the Company held cash of $ 307,090 |
RESTRICTED CASH | RESTRICTED CASH As of June 30, 2021 and December 31, 2020, the Company maintained restricted cash of $ 440,557 1,250,336 |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization, which includes amortization of assets held under capital leases, are recorded generally using the straight-line method over the estimated useful lives of the respective assets or, if shorter, the term of the lease for certain assets held under a capital lease. Leasehold improvements are amortized over the lesser of the expected lease term or the estimated useful Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements lives of the related assets using the straight-line method. Maintenance and repairs that do not improve or extend the useful lives of the assets are not considered assets and are charged to expense when incurred. The estimated useful lives used to compute depreciation and amortization are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES Leasehold improvements 5 15 Restaurant furnishings and equipment 3 10 Furniture and fixtures 3 10 Office and computer equipment 3 7 |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Trade Name/Trademark The fair value of trade name/trademarks are estimated and compared to the carrying value. The Company estimates the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from its annual long-range plan; assumed royalty rates that could be payable if the Company did not own the trademarks; and a discount rate. Certain of the Company’s trade name/trademarks have been determined to have a definite-lived life and are being amortized on a straight-line basis over estimated useful lives of 10 |
LONG-LIVED ASSETS | LONG-LIVED ASSETS Long-lived assets, such as property and equipment, operating lease assets, and purchased intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to: ● significant under-performance relative to expected and/or historical results (negative comparable sales growth or operating cash flows for two consecutive years); ● significant negative industry or economic trends; ● knowledge of transactions involving the sale of similar property at amounts below the Company’s carrying value; or ● the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale.” If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the third quarter of 2019 and continuing in 2020 and 2021, the Company determined that triggering events occurred some of which were related to the COVID-19 outbreak requiring management to review the certain long-lived assets for impairment. Due to the continued impact of this pandemic on the Company’s business, management has performed an impairment analysis of its long-lived assets at each quarter end in 2020 and through June 30, 2021 and determined that the carrying value of the Company’s trade name/trademark intangible asset, property and equipment and operating lease assets (see Notes 4, 5, and 10 for further discussion) were impaired. The determination was based on the best judgment of management for the future of the asset and on information known at the time of the assessment. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
GOODWILL | GOODWILL Goodwill, which is not subject to amortization, is evaluated for impairment annually as of the end of the Company’s year-end, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant number of store closures, that would indicate an impairment may exist. Goodwill is tested for impairment at a level of reporting referred to as a reporting unit. Management determined that the Company has one reporting unit. Due to the continued impact of the COVID-19 pandemic on the Company’s business, management has performed an impairment analysis of goodwill as of beginning in the first quarter of 2020 and quarterly thereafter through June 2021. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the Company does not perform a qualitative assessment or determines that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, a quantitative assessment is performed to calculate the estimated fair value of the reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The Company’s decision to perform a qualitative impairment assessment is influenced by a number of factors, including the significance of the excess of the reporting unit’s estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the price of our common stock. Step one of the impairment test is based upon a comparison of the carrying value of net assets, including goodwill balances, to the fair value of net assets. The Company performed a quantitative assessment at June 30, 2021 and determined that goodwill was not impaired due to the excess fair value of the reporting unit over its carrying value based on the best judgement of management for the future of the reporting unit and on information known at the time of the assessment. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION Assets and liabilities denominated in local currency are translated to U.S. dollars using the exchange rates as in effect at the balance sheet date. Results of operations are translated using average exchange rates prevailing throughout the period. Adjustments resulting from the process of translating foreign currency financial statements from functional currency into U.S. dollars are included in accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses are included in current earnings. The Company has determined that local currency is the functional currency for its foreign operations. |
LEASES | LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of restaurant locations and office space. Our leases generally have remaining terms of 1 20 include options to extend the leases for additional 5-year periods. 20 Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. We estimated this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
EMPLOYEE RETENTION AND OTHER CREDITS | EMPLOYEE RETENTION AND OTHER CREDITS The Employee Retention Credit (“ERC”) under the CARES Act is a refundable tax credit which encourages businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers can qualify for up to $7,000 of credit for each employee based on qualified wages paid after December 31, 2020 and before January 1, 2022. Qualified wages are the wages paid to an employee during an economic hardship, specifically, either (1) a full or partial suspension of operations by order of a governmental authority due to COVID-19, or (2) a significant decline in gross receipts. The Company recognized $1,473,355 of ERC as a contra-expense in the condensed consolidated and combined statements of operations for the three and six months ended June 30, 2021. In addition to the ERC, the Company received credits under other government/government agency programs of $ 67,918 128,364 26,518 41,400 84,798 43,566 |
INCOME TAXES | INCOME TAXES Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has provided a valuation allowance for the full amount of the deferred tax assets in the accompanying consolidated and combined financial statements. As of June 30, 2021 and December 31, 2020, the Company had no |
INCOME (LOSS) PER COMMON SHARE | INCOME (LOSS) PER COMMON SHARE The Company computes net income (loss) per share using the weighted-average number of common shares outstanding during the period. For periods with a net loss, basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding warrants, as described in Note 8, and the potential conversion of the convertible debt, as described in Note 6, would be anti-dilutive. For the three months ended June 30, 2021, the Company used the two-class method to compute basic net income per common share . Under this method, undistributed earnings are allocated to common stock, the Series 2 Preferred Stock, and the convertible debt to the extent that the Series 2 Preferred Stock and convertible debt may share in earnings. In periods of net loss, losses are not allocated to participating securities as the holders of such securities have no obligation to fund losses. The total earnings allocated to common stock is then divided by the weighted average common shares outstanding to determine the basic earnings per share. For purposes of calculating diluted loss per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants using the treasury stock method. In addition, the Company considers the potential dilutive impact of its Series 2 Preferred Stock and convertible debt using the treasury stock and if-converted methods, if either is more dilutive than the two-class method. The two-class method was more dilutive for the three months ended June 30, 2021. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements The following table summarizes the computation of basic and diluted net (loss) income per share for the three and six months ended June 30, 2021 and 2020, respectively: SCHEDULE OF INCOME PER SHARE June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Basic net income (loss) per common share calculation: Net income (loss) attributable to common shareholders $ 266,727 $ (8,986,302 ) $ (2,281,700 ) $ (10,786,135 ) Less: undistributed earnings to participating securities (179,013 ) — — — Net income (loss) attributable to common shareholders - basic 87,714 (8,986,302 ) (2,281,700 ) (10,757,916 ) Weighted average common shares outstanding - basic 15,321,571 14,282,736 14,904,471 13,096,212 Net income (loss) per share - basic $ 0.02 $ (0.63 ) $ (0.15 ) $ (0.82 ) Diluted net income (loss) per common share calculation: Net income (loss) attributable to common shareholders $ 266,727 $ (8,986,302 ) $ (2,281,700 ) $ (10,757,916 ) Less: undistributed earnings to participating securities (179,013 ) — — — Net income (loss) attributable to common shareholders - diluted 87,714 (8,986,302 ) (2,281,700 ) (10,757,916 ) Weighted average common shares outstanding - basic 15,321,571 14,282,736 14,904,471 13,096,212 Warrants 1,959,054 — — — Weighted average common shares outstanding - diluted 17,280,625 14,282,736 14,904,471 13,096,212 Net income (loss) per share - diluted $ 0.01 $ (0.63 ) $ (0.15 ) $ (0.82 ) |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The objective of the standard is to improve areas of GAAP by removing certain exceptions permitted by Accounting Standards Codification 740 and clarifying existing guidance to facilitate consistent application. The standard was effective for the Company beginning on January 1, 2021. The adoption of ASU 2019-12 as of January 1, 2021 did not have a material impact on the condensed consolidated and combined financial statements. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options ” We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated and combined financial statements. Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS | SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS Quoted Prices in Active Markets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value June 30, 2021 Assets (Note 3) Common stock of Sonnet $ 292,809 — $ — $ 292,809 Liabilities (Note 9) True-up provision of Convertible Preferred Series 2 $ — $ — $ 66,136 $ 66,136 Quoted Prices in Active Markets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value December 31, 2020 Assets (Note 3) Common stock of Sonnet $ 413,268 — $ — $ 413,268 Liabilities (Note 9) True-up provision of Convertible Preferred Series 2 $ — $ — $ 184,800 $ 184,800 |
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES | SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES Leasehold improvements 5 15 Restaurant furnishings and equipment 3 10 Furniture and fixtures 3 10 Office and computer equipment 3 7 |
SCHEDULE OF INCOME PER SHARE | SCHEDULE OF INCOME PER SHARE June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Basic net income (loss) per common share calculation: Net income (loss) attributable to common shareholders $ 266,727 $ (8,986,302 ) $ (2,281,700 ) $ (10,786,135 ) Less: undistributed earnings to participating securities (179,013 ) — — — Net income (loss) attributable to common shareholders - basic 87,714 (8,986,302 ) (2,281,700 ) (10,757,916 ) Weighted average common shares outstanding - basic 15,321,571 14,282,736 14,904,471 13,096,212 Net income (loss) per share - basic $ 0.02 $ (0.63 ) $ (0.15 ) $ (0.82 ) Diluted net income (loss) per common share calculation: Net income (loss) attributable to common shareholders $ 266,727 $ (8,986,302 ) $ (2,281,700 ) $ (10,757,916 ) Less: undistributed earnings to participating securities (179,013 ) — — — Net income (loss) attributable to common shareholders - diluted 87,714 (8,986,302 ) (2,281,700 ) (10,757,916 ) Weighted average common shares outstanding - basic 15,321,571 14,282,736 14,904,471 13,096,212 Warrants 1,959,054 — — — Weighted average common shares outstanding - diluted 17,280,625 14,282,736 14,904,471 13,096,212 Net income (loss) per share - diluted $ 0.01 $ (0.63 ) $ (0.15 ) $ (0.82 ) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | Investments consist of the following: SCHEDULE OF INVESTMENTS June 30, 2021 December 31, 2020 Common stock of Sonnet, at fair value $ 292,809 $ 413,268 Chanticleer Investors, LLC, at cost 365,001 365,001 Total $ 657,809 $ 778,269 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET June 30, 2021 December 31, 2020 Leasehold improvements $ 6,929,994 $ 7,301,908 Restaurant furniture and equipment 1,979,814 2,132,726 Construction in progress 650 5,450 Office and computer equipment 112,073 125,535 Office furniture and fixtures 61,328 59,635 Property, plant and equipment, gross 9,083,859 9,625,254 Accumulated depreciation and amortization (6,175,793 ) (5,922,360 ) Property, plant and equipment, net $ 2,908,066 $ 3,702,894 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | A roll-forward of goodwill is as follows: SCHEDULE OF GOODWILL Six Months Ended June 30, 2021 Year Ended December 31, 2020 Beginning balance $ 8,591,149 $ 8,567,888 Foreign currency translation gain 12,257 23,261 Ending balance $ 8,603,406 $ 8,591,149 |
SCHEDULE OF OTHER INTANGIBLE ASSETS | Franchise and trademark/tradename intangible assets consist of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS June 30, 2021 December 31, 2020 Trademark, Tradenames: American Roadside Burger 10 $ 561,191 $ 1,786,930 BGR: The Burger Joint Indefinite 739,245 739,245 Little Big Burger Indefinite 1,550,000 1,550,000 2,850,436 4,076,175 Acquired Franchise Rights: BGR: The Burger Joint 7 827,757 827,757 Franchise License Fees: Hooters Pacific NW 20 — 74,507 Hooters UK 5 12,073 11,001 12,073 85,508 Total intangibles at cost 3,690,266 4,989,440 Accumulated amortization (1,149,398 ) (1,945,555 ) Intangible assets, net $ 2,540,868 $ 3,043,885 |
DEBT AND NOTES PAYABLE (Tables)
DEBT AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT AND NOTES PAYABLE | Debt and notes payable are summarized as follows at June 30, 2021 and December 31, 2020: SCHEDULE OF DEBT AND NOTES PAYABLE June 30, 2021 December 31, 2020 Notes payable (a) $ — $ 25,850 Notes payable (b) — 27,048 Contractor note (c) 348,269 348,269 PPP loans (d) 4,109,400 2,109,400 UK Bounce Back loan (e) 68,245 68,245 EIDL loans (f) 299,900 299,900 Convertible debt (g) 4,037,889 4,037,889 Total Debt 8,863,703 6,916,601 Less: discount on convertible debt (g) (134,023 ) (223,681 ) Total Debt, net of discount $ 8,729,680 $ 6,692,920 Current portion of long-term debt $ 6,377,550 $ 2,338,978 Long-term debt, less current portion $ 2,352,130 $ 4,353,942 (a) In connection with the assets acquired from the two BGR franchisees, the Company entered into notes payable of $ 9,600 187,000 (b) During September 2019 and October 2019, the Company entered into two merchant capital advances in the amount of $ 46,000 84,700 (c) The Company entered into a promissory note to repay a contractor for the build-out of a new Little Big Burger location. The note has a balance of $ 348,269 12 445,000 95,000 (d) On April 27, 2020, Amergent received a $ 2.1 1 April 2022 119,000 On February 25, 2021, the Company received a second PPP Loan of $ 2.0 1 February 25, 2026 44,660 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements (e) On November 24, 2020, Amergent received approximately $ 68,200 six 10 2.5 (f) On August 4, 2020, the Company obtained two loans under the Economic Injury Disaster Loan (“EIDL”) assistance program from the Small Business Administration (“SBA”) in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the loans is approximately $ 300,000 3.75 August 4, 2021 1,762 (g) On April 1, 2020 8 10 4,037,889 2,925,200 0.125 2,462,600 0.50 462,500 10 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses are summarized as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2021 December 31, 2020 Accounts payable $ 3,232,188 $ 3,752,036 Accrued expenses 1,982,431 1,436,679 Accrued taxes (VAT, Sales, Payroll, etc.) 2,810,872 3,356,496 Accrued interest 142,753 122,057 Accounts payable and accrued expenses, total $ 8,168,244 $ 8,667,268 |
STOCKHOLDER_S EQUITY (Tables)
STOCKHOLDER’S EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF OUTSTANDING WARRANTS | A summary of the warrant activity during the six months ended June 30, 2021 is presented below: SUMMARY OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at December 31, 2020 3,409,200 $ 0.34 8.6 Granted — — — Exercised — — — Forfeited/Other Adjustments — — — Outstanding at June 30, 2021 3,409,200 $ 0.34 8.1 Exercisable June 30, 2021 3,409,200 $ 0.34 8.1 Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements At June 30, 2021, the outstanding warrants consisted of the following: SCHEDULE OF OUTSTANDING WARRANTS Date issued Number of warrants Exercise Price Expiration Date April 1, 2020 2,462,600 $ 0.125 April 1, 2030 April 1, 2020 462,600 $ 0.500 April 1, 2030 March 30, 2020 350,000 $ 1.250 March 30, 2025 August 17, 2020 134,000 $ 1.250 August 17, 2025 3,409,200 |
SCHEDULE OF OUTSTANDING WARRANTS | At June 30, 2021, the outstanding warrants consisted of the following: SCHEDULE OF OUTSTANDING WARRANTS Date issued Number of warrants Exercise Price Expiration Date April 1, 2020 2,462,600 $ 0.125 April 1, 2030 April 1, 2020 462,600 $ 0.500 April 1, 2030 March 30, 2020 350,000 $ 1.250 March 30, 2025 August 17, 2020 134,000 $ 1.250 August 17, 2025 3,409,200 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liabilities | |
SUMMARY OF CHANGES IN FAIR VALUE DERIVATIVE LIABILITIES | SUMMARY OF CHANGES IN FAIR VALUE DERIVATIVE LIABILITIES True-Up Payment Balance at December 31, 2020 $ 184,800 Change in fair value during the period (118,664 ) Balance at June 30, 2021 $ 66,136 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF OPERATING LEASE INFORMATION | Supplemental balance sheet information related to leases was as follows: SCHEDULE OF OPERATING LEASE INFORMATION Operating Leases Classification June 30, 2021 December 31, 2020 Right-of-use assets Operating lease assets $ 8,395,200 $ 9,529,443 Current lease liabilities Current operating lease liabilities $ 4,411,073 $ 4,209,389 Non-current lease liabilities Long-term operating lease liabilities 9,415,805 10,667,862 Operating Lease Liability $ 13,826,878 $ 14,877,251 Lease term and discount rate were as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (years) 7.68 7.70 Weighted average discount rate 10 % 10 % |
Restatement of Previously Iss_2
Restatement of Previously Issued Condensed Consolidated and Combined Financial Statements (Unaudited) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS | The following table sets forth the effects of the adjustments on the affected items within the Company’s previously reported Condensed Consolidated and Combined Interim Balance Sheet as of June 30, 2020: SCHEDULE OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS June 30, 2020 As reported Adjustment As restated Operating lease assets $ 11,007,038 $ (98,944 ) $ 10,908,094 Long-term operating lease liabilities $ 13,832,826 $ (458,154 ) $ 13,374,672 Accumulated deficit $ (85,658,825 ) $ 284,848 $ (85,373,977 ) Non-controlling interests $ (310,801 ) $ 74,362 $ (236,439 ) Amergent Hospitality Group, Inc and Subsidiaries Notes to the Condensed Consolidated and Combined Financial Statements The following tables sets forth the effects of the adjustments on affected items within the Company’s previously reported Condensed Consolidated and Combined Interim Statements of Operations for the three and six months ended June 30, 2020: Three Months Ended June 30, 2020 As reported Adjustment As restated Restaurant operating expenses $ 3,261,393 $ (13,346 ) $ 3,247,957 Asset impairment charges $ 273,927 $ (121,457 ) $ 152,470 Operating loss $ (2,655,587 ) $ 134,893 $ (2,520,694 ) Other income $ (70,748 ) $ — $ (70,748 ) Consolidated and combined net loss $ (9,210,911 ) $ 134,893 $ (9,076,018 ) Net loss attributable to non-controlling interests $ 89,716 $ — $ 89,716 Net loss attributable to Amergent Hospitality Group Inc $ (9,121,195 ) $ 134,893 $ (8,986,302 ) Net loss per common share, basic and diluted $ (0.64 ) $ 0.01 $ (0.63 ) Six Months Ended June 30, 2020 As reported Adjustment As restated Restaurant operating expenses $ 6,887,237 $ (13,346 ) $ 6,873,801 Asset impairment charges $ 273,927 $ (121,457 ) $ 152,470 Operating loss $ (4,009,677 ) $ 134,893 $ (3,874,784 ) Other income (expense) $ (48,009 ) $ 224,317 $ 176,308 Consolidated and combined net loss $ (11,003,437 ) $ 359,210 $ (10,644,227 ) Net income attributable to non-controlling interests $ (39,327 ) $ (74,362 ) $ (113,689 ) Net loss attributable to Amergent Hospitality Group Inc $ (11,042,764 ) $ 284,848 $ (10,757,916 ) Net loss per common share, basic and diluted $ (0.85 ) $ 0.03 $ (0.82 ) |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 2,523,676 | |
Restricted Cash, Current | 440,557 | $ 1,250,336 |
Working capital deficit. | $ 15,503,496 |
SCHEDULE OF FAIR VALUE OF FINAN
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock of Sonnet, at fair value | $ 292,809 | $ 413,268 |
True-up provision of Convertible Preferred Series 2 | 66,136 | 184,800 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock of Sonnet, at fair value | 292,809 | 413,268 |
True-up provision of Convertible Preferred Series 2 | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock of Sonnet, at fair value | ||
True-up provision of Convertible Preferred Series 2 | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock of Sonnet, at fair value | ||
True-up provision of Convertible Preferred Series 2 | $ 66,136 | $ 184,800 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 15 years |
Restaurant Furnishings and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Restaurant Furnishings and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 10 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 7 years |
SCHEDULE OF INCOME PER SHARE (D
SCHEDULE OF INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net income (loss) attributable to common shareholders | $ 266,727 | $ (8,986,302) | $ (2,281,700) | $ (10,786,135) |
Less: undistributed earnings to participating securities | (179,013) | |||
Net income (loss) attributable to common shareholders - basic | $ 87,714 | $ (8,986,302) | $ (2,281,700) | $ (10,757,916) |
Weighted average common shares outstanding - basic | 15,321,571 | 14,282,736 | 14,904,471 | 13,096,212 |
Net income (loss) per share - basic | $ 0.02 | $ (0.63) | $ (0.15) | $ (0.82) |
Net income (loss) attributable to common shareholders | $ 266,727 | $ (8,986,302) | $ (2,281,700) | $ (10,757,916) |
Less: undistributed earnings to participating securities | (179,013) | |||
Net income (loss) attributable to common shareholders - diluted | 87,714 | (8,986,302) | (2,281,700) | (10,757,916) |
Warrants | $ 1,959,054 | |||
Weighted average common shares outstanding - diluted | 17,280,625 | 14,282,736 | 14,904,471 | 13,096,212 |
Net income (loss) per share - diluted | $ 0.01 | $ (0.63) | $ (0.15) | $ (0.82) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 2,523,676 | $ 2,523,676 | |||
Restricted cash | $ 440,557 | $ 440,557 | $ 1,250,336 | ||
Estimated useful lives of intangible assets | 10 years | ||||
Operating lease, option to extend | include options to extend the leases for additional 5-year periods. | ||||
Operating lease, renewal term | 20 years | 20 years | |||
Other Operating Income | $ 26,518 | $ 41,400 | $ 84,798 | $ 43,566 | |
Accrued interest or penalties | 0 | 0 | $ 0 | ||
Government Agency [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from line of credit | $ 67,918 | $ 128,364 | |||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease, remaining lease term | 1 year | 1 year | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease, remaining lease term | 20 years | 20 years | |||
Cash [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 307,090 | $ 307,090 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2012 | Dec. 31, 2011 |
Investments, All Other Investments [Abstract] | ||||
Common stock of Sonnet, at fair value | $ 292,809 | $ 413,268 | ||
Chanticleer Investors, LLC, at cost | 365,001 | 365,001 | ||
Total | $ 657,809 | $ 778,269 | $ 800,000 | $ 800,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2012 | Dec. 31, 2011 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investment description | The Company invested $800,000 during 2011 and 2012 in exchange for a 22% ownership stake in Chanticleer Investors, LLC, which in turn held a 3% interest in Hooters of America, the operator and franchisor of the Hooters Brand worldwide. As a result, the Company’s effective economic interest in Hooters of America was approximately 0.6%. | ||||
Investment | $ 657,809 | $ 778,269 | $ 800,000 | $ 800,000 | |
Non controlling interest | $ 48,000 | ||||
Investment write down | $ 435,000 | ||||
Chanticleer Investors LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 22.00% | ||||
Hooters [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 300.00% |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 6,929,994 | $ 7,301,908 |
Restaurant furniture and equipment | 1,979,814 | 2,132,726 |
Construction in progress | 650 | 5,450 |
Office and computer equipment | 112,073 | 125,535 |
Office furniture and fixtures | 61,328 | 59,635 |
Property, plant and equipment, gross | 9,083,859 | 9,625,254 |
Accumulated depreciation and amortization | (6,175,793) | (5,922,360) |
Property, plant and equipment, net | $ 2,908,066 | $ 3,702,894 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Impairment of Intangible Assets, Finite-lived | $ 129,631 | $ 255,115 | ||
Asset impairment charges | 13,374 | |||
Depreciation expense | $ 276,777 | $ 324,212 | $ 554,330 | $ 649,084 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Ending balance | $ 8,603,406 | $ 8,591,149 | $ 8,567,888 |
Foreign currency translation gain (loss) | $ 12,257 | $ 23,261 |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 10 years | |
Total intangibles at cost | $ 3,690,266 | $ 4,989,440 |
Accumulated amortization | (1,149,398) | (1,945,555) |
Intangible assets, net | 2,540,868 | 3,043,885 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles at cost | $ 2,850,436 | 4,076,175 |
Trademarks and Trade Names [Member] | American Roadside Burger [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 10 years | |
Total intangibles at cost | $ 561,191 | 1,786,930 |
Trademarks and Trade Names [Member] | The Burger Joint [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles at cost | $ 739,245 | 739,245 |
Estimated life description | Indefinite | |
Trademarks and Trade Names [Member] | Little Big Burger [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles at cost | $ 1,550,000 | 1,550,000 |
Estimated life description | Indefinite | |
Franchise Rights [Member] | The Burger Joint [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 7 years | |
Total intangibles at cost | $ 827,757 | 827,757 |
Franchise License Fees [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangibles at cost | $ 12,073 | 85,508 |
Franchise License Fees [Member] | Hooters Pacific NW [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 20 years | |
Total intangibles at cost | 74,507 | |
Franchise License Fees [Member] | Hooters UK [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | |
Total intangibles at cost | $ 12,073 | $ 11,001 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of Intangible Assets, Finite-lived | $ 129,631 | $ 255,115 | ||
Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of Intangible Assets, Finite-lived | 327,342 | |||
Amortization of intangible assets | $ 84,915 | $ 91,566 | $ 175,675 | $ 182,525 |
SCHEDULE OF DEBT AND NOTES PAYA
SCHEDULE OF DEBT AND NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Contractor note | [1] | $ 348,269 | $ 348,269 |
Short-term Bank Loans and Notes Payable | [2] | 4,109,400 | 2,109,400 |
UK Bounce Back loan | [3] | 68,245 | 68,245 |
EIDI Loans | [4] | 299,900 | 299,900 |
Convertible Debt | 4,037,889 | 4,037,889 | |
Total Debt | 8,863,703 | 6,916,601 | |
Debt Instrument, Unamortized Discount | (134,023) | (223,681) | |
Total Debt, net of discount | 8,729,680 | 6,692,920 | |
Current portion of long-term debt | 6,377,550 | 2,338,978 | |
Long-term debt, less current portion | 2,352,130 | 4,353,942 | |
Accounts payable and accrued expenses | 95,000 | 95,000 | |
Merchant Capital Advances [Member] | |||
Short-term Debt [Line Items] | |||
Notes Payable | [5] | 27,048 | |
BGR Franchisees [Member] | |||
Short-term Debt [Line Items] | |||
Notes Payable | [6] | $ 25,850 | |
[1] | The Company entered into a promissory note to repay a contractor for the build-out of a new Little Big Burger location. The note has a balance of $ 348,269 12 445,000 95,000 | ||
[2] | On April 27, 2020, Amergent received a $ 2.1 1 April 2022 119,000 | ||
[3] | On November 24, 2020, Amergent received approximately $ 68,200 six 10 2.5 | ||
[4] | On August 4, 2020, the Company obtained two loans under the Economic Injury Disaster Loan (“EIDL”) assistance program from the Small Business Administration (“SBA”) in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the loans is approximately $ 300,000 3.75 August 4, 2021 1,762 | ||
[5] | During September 2019 and October 2019, the Company entered into two merchant capital advances in the amount of $ 46,000 84,700 | ||
[6] | In connection with the assets acquired from the two BGR franchisees, the Company entered into notes payable of $ 9,600 187,000 |
SCHEDULE OF DEBT AND NOTES PA_2
SCHEDULE OF DEBT AND NOTES PAYABLE (Details) (Parenthetical) | Feb. 25, 2021USD ($) | Nov. 24, 2020USD ($) | Nov. 01, 2020USD ($) | Aug. 04, 2020USD ($) | Apr. 27, 2020USD ($) | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Apr. 02, 2020USD ($) | |
Short-term Debt [Line Items] | |||||||||||||
Default loan | $ 445,000 | ||||||||||||
Accounts payable and accrued expenses | $ 95,000 | 95,000 | |||||||||||
Proceeds from issuance of debt | 2,000,000 | $ 2,689,540 | |||||||||||
Note Payable One [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Consideration | $ 9,600 | ||||||||||||
Notes Payable Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Consideration | $ 187,000 | ||||||||||||
Merchant Capital Advances [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Consideration | $ 84,700 | $ 46,000 | |||||||||||
Note payable | [1] | $ 27,048 | |||||||||||
Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Note payable | $ 348,269 | ||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||
PPP Loan [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument interest rate | 1.00% | ||||||||||||
Proceeds from issuance of debt | $ 2,000,000 | $ 2,100,000 | |||||||||||
Debt instrument, maturity month year | 2022-04 | ||||||||||||
Periodic payment | $ 44,660 | $ 119,000 | |||||||||||
Debt instrument, maturity date | Feb. 25, 2026 | ||||||||||||
Bounce Back Loan [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument interest rate | 2.50% | ||||||||||||
Proceeds from issuance of debt | $ 68,200 | ||||||||||||
Bounce Back Loan [Member] | Minimum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Loan term | 6 years | ||||||||||||
Bounce Back Loan [Member] | Maximum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Loan term | 10 years | ||||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument interest rate | 3.75% | ||||||||||||
Periodic payment | $ 1,762 | ||||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||||
Debt instrument, maturity date | Aug. 4, 2021 | ||||||||||||
10% Secured Convertible Debenture [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument, face amount | $ 4,037,889 | ||||||||||||
Debt description | April 1, 2020 | ||||||||||||
Percentage of note conversion | 0.08 | ||||||||||||
Warrant to purchase common stock | shares | 2,925,200 | ||||||||||||
10% Convertible Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||
Convertible Note [Member] | Warrant One [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrant to purchase common stock | shares | 2,462,600 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.125 | ||||||||||||
Convertible Note [Member] | Warrant Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrant to purchase common stock | shares | 462,500 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.50 | ||||||||||||
[1] | During September 2019 and October 2019, the Company entered into two merchant capital advances in the amount of $ 46,000 84,700 |
DEBT AND NOTES PAYABLE (Details
DEBT AND NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 25, 2021 | Nov. 01, 2020 | Apr. 27, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 02, 2020 |
Short-term Debt [Line Items] | ||||||||
Proceeds from issuance of debt | $ 2,000,000 | $ 2,689,540 | ||||||
Debt discount | $ 134,023 | 134,023 | $ 223,681 | |||||
PPP Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Proceeds from issuance of debt | $ 2,000,000 | $ 2,100,000 | ||||||
Debt instrument interest rate | 1.00% | |||||||
Debt instrument, maturity date | Feb. 25, 2026 | |||||||
Periodic payment | $ 44,660 | $ 119,000 | ||||||
10% Convertible Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument interest rate | 10.00% | |||||||
Debt discount | $ 358,000 | |||||||
Debt discount | 44,922 | 44,922 | ||||||
Interest expenses | $ 89,658 | $ 89,658 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,232,188 | $ 3,752,036 |
Accrued expenses | 1,982,431 | 1,436,679 |
Accrued taxes (VAT, Sales, Payroll, etc.) | 2,810,872 | 3,356,496 |
Accrued interest | 142,753 | 122,057 |
Accounts payable and accrued expenses, total | $ 8,168,244 | $ 8,667,268 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Employee-related Liabilities | $ 2,500,000 | $ 3,000,000 |
Compensating Balance, Amount | $ 36,905 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding, Ending Balance | 3,409,200 | 3,409,200 |
Weighted Average Exercise Price, Ending Balance | $ 0.34 | $ 0.34 |
Weighted Average Remaining Life, Beginning Balance | 8 years 7 months 6 days | |
Number of Warrants Outstanding, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Warrants Outstanding, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants Outstanding, Forfeited / Other Adjustments | ||
Weighted Average Exercise Price, Forfeited / Other Adjustments | ||
[custom:SharebasedCompensationSharesAuthorizedUnderNonOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageRemainingContractualTerm1] | 8 years 1 month 6 days | |
Number of Warrants Exercisable, Ending Balance | 3,409,200 | |
Weighted Average Exercise Price, Ending Balance | $ 0.34 | |
[custom:SharebasedCompensationSharesAuthorizedUnderNonOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageRemainingContractualTerm2Exercisable] | 8 years 1 month 6 days | |
Number of warrants | 3,409,200 | |
Warrants Issued on April 1, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 2,462,600 | |
Exercise Price | $ 0.125 | |
Expiration Date | Apr. 1, 2030 | |
Warrants Issued on April 1, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 462,600 | |
Exercise Price | $ 0.500 | |
Expiration Date | Apr. 1, 2030 | |
Warrants Issued on March 30, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 350,000 | |
Exercise Price | $ 1.250 | |
Expiration Date | Mar. 30, 2025 | |
Warrants Issued on August 17, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 134,000 | |
Exercise Price | $ 1.250 | |
Expiration Date | Aug. 17, 2025 |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) | Feb. 16, 2021USD ($) | Aug. 17, 2020USD ($)shares | Feb. 07, 2020USD ($)$ / sharesshares | May 31, 2021shares | Jun. 30, 2020shares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021shares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Number of warrants issued to purchase common stock | 3,409,200 | 3,409,200 | |||||||
Payment for Incentive Fee | $ | $ 66,136 | ||||||||
Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period conversion of convertible securities | 1,124,000 | 250,000 | |||||||
Other Investors [Member] | Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period conversion of convertible securities | 150 | ||||||||
Convertible Preferred Stock: Series 2 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 100 | 100 | 787 | ||||||
Preferred Stock: Series 2 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period conversion of convertible securities | 1,400 | ||||||||
Series 2 Preferred Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash payment to stock holders | $ | $ 66,000 | ||||||||
Number of warrants issued to purchase common stock | 134,000 | ||||||||
Common stock were issued value | $ | $ 28,060 | ||||||||
Series 2 Preferred Stock [Member] | Other Investors [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period conversion of convertible securities | 50 | 100 | |||||||
True Up Payment [Member] | Original Investors [Member] | Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period conversion of convertible securities | 1,274,000 | ||||||||
True Up Payment [Member] | Series 2 Preferred Stock [Member] | Original Investors [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares disposed | 637 | ||||||||
2020 Bridge Financing [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Percentage of cash equal to dollar value | 1.25 | ||||||||
2020 Bridge Financing [Member] | Preferred Stock: Series 2 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Preferred stock description | the shareholders of Chanticleer common stock received shares of Amergent on a 1 for 1 basis (Spin-Off shares) and received 1 share of Sonnet common stock for 26 shares of Chanticleer common stock held at the time of the Merger. | ||||||||
Common stock were issued value | $ | $ 1,250,000 | ||||||||
Conversion price | $ / shares | $ 1 | $ 1 | |||||||
Beneficial ownership percentage limitation | 4.99% | 4.99% | |||||||
Percentage of limitation prior to merger | 9.99% | ||||||||
2020 Bridge Financing [Member] | Preferred Stock: Series 2 [Member] | Minimum [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock were issued value | $ | $ 850,000 | ||||||||
2020 Bridge Financing [Member] | Securities Purchase Agreement [Member] | Convertible Preferred Stock: Series 2 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 713 | ||||||||
Stock issued during period conversion of convertible securities | 1,426,854 | ||||||||
2020 Bridge Financing [Member] | Securities Purchase Agreement [Member] | Chanticleer [Member] | Convertible Preferred Stock: Series 2 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, number of shares | 1,500 | ||||||||
Gross proceeds preference stock | $ | $ 1,500,000 | ||||||||
Sale of stock, transaction costs | $ | $ 95,000 | ||||||||
Warrants term | 5 years | ||||||||
Warrants to purchase common stock | 350,000 | ||||||||
Common stock, par value | $ / shares | $ 1.25 | ||||||||
Preferred stock value | $ | $ 1,000 | ||||||||
Embedded derivative liability | $ | 529,000 | ||||||||
Beneficial conversion feature | $ | $ 729,000 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE DERIVATIVE LIABILITIES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Derivative Liabilities | |
Balance at December 31, 2020 | $ 184,800 |
Change in fair value during the period | (118,664) |
Balance at June 30, 2021 | $ 66,136 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | Jul. 31, 2021 | Jun. 30, 2021 |
Derivative Liabilities | ||
Derivative liabilities | $ 66,136 | $ 66,136 |
SCHEDULE OF OPERATING LEASE INF
SCHEDULE OF OPERATING LEASE INFORMATION (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Right-of-use assets | $ 8,395,200 | $ 9,529,443 | $ 10,908,094 |
Current lease liabilities | 4,411,073 | 4,209,389 | |
Non-current lease liabilities | 9,415,805 | 10,667,862 | |
Operating Lease Liability | $ 13,826,878 | $ 14,877,251 | |
Weighted average remaining lease term (years) | 7 years 8 months 4 days | 7 years 8 months 12 days | |
Weighted average discount rate | 10.00% | 10.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Insurance in coverage amount | $ 3,000,000 | ||||
Impairment charge of right-of-use asset | $ 705,122 | $ 9,465 | 705,122 | $ 9,465 | |
Unrecognized lease liabilities | 275,164 | 318,519 | |||
Related to abandoned leases liabilities | 2,819,059 | ||||
Rent expenses | 600,000 | $ 600,000 | 1,200,000 | 1,200,000 | |
Loans payable | $ 445,000 | ||||
Variable [Member] | |||||
Loss Contingencies [Line Items] | |||||
Rent expenses | 100,000 | $ 100,000 | |||
Paycheck Protection Program Loan One [Member] | |||||
Loss Contingencies [Line Items] | |||||
Debt instrument, face amount | 2,100,000 | 2,100,000 | |||
Paycheck Protection Program Loan Two [Member] | |||||
Loss Contingencies [Line Items] | |||||
Debt instrument, face amount | 2,000,000 | 2,000,000 | |||
PPP Loan [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loans payable | $ 2 | $ 2 | |||
PPP Loan [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Debt instrument, term | 7 years |
SCHEDULE OF PREVIOUSLY ISSUED I
SCHEDULE OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Operating lease assets | $ 8,395,200 | $ 10,908,094 | $ 8,395,200 | $ 10,908,094 | $ 9,529,443 | ||
Long-term operating lease liabilities | 9,415,805 | 13,374,672 | 9,415,805 | 13,374,672 | 10,677,862 | ||
Accumulated deficit | (96,869,182) | (85,373,977) | (96,869,182) | (85,373,977) | (94,587,482) | ||
Non-controlling interests | (1,074,081) | (236,439) | (1,074,081) | (236,439) | $ (969,680) | ||
Restaurant operating expenses | 3,180,414 | 3,247,957 | 6,425,529 | 6,873,801 | |||
Asset impairment charges | 152,470 | 152,470 | |||||
Operating loss | 256,497 | (2,520,694) | (2,533,451) | (3,874,784) | |||
Other income (expense) | 143,942 | (70,748) | 146,558 | 176,308 | |||
Consolidated and combined net loss | 326,611 | $ (2,712,712) | (9,076,018) | $ (1,568,209) | (2,386,101) | (10,644,227) | |
Net income attributable to non-controlling interests | (59,884) | 89,716 | 104,401 | (113,689) | |||
Net loss attributable to Amergent Hospitality Group Inc | $ 266,727 | $ (8,986,302) | $ (2,281,700) | $ (10,786,135) | |||
Net loss per common share, basic and diluted | $ (0.63) | $ (0.82) | |||||
Net loss attributable to Amergent Hospitality Group Inc | $ (10,757,916) | ||||||
Previously Reported [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Operating lease assets | $ 11,007,038 | 11,007,038 | |||||
Long-term operating lease liabilities | 13,832,826 | 13,832,826 | |||||
Accumulated deficit | (85,658,825) | (85,658,825) | |||||
Non-controlling interests | (310,801) | (310,801) | |||||
Restaurant operating expenses | 3,261,393 | 6,887,237 | |||||
Asset impairment charges | 273,927 | 273,927 | |||||
Operating loss | (2,655,587) | (4,009,677) | |||||
Other income (expense) | (70,748) | (48,009) | |||||
Consolidated and combined net loss | (9,210,911) | (11,003,437) | |||||
Net income attributable to non-controlling interests | 89,716 | $ (39,327) | |||||
Net loss attributable to Amergent Hospitality Group Inc | $ (9,121,195) | ||||||
Net loss per common share, basic and diluted | $ (0.64) | $ (0.85) | |||||
Net loss attributable to Amergent Hospitality Group Inc | $ (11,042,764) | ||||||
Revision of Prior Period, Adjustment [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Operating lease assets | $ (98,944) | (98,944) | |||||
Long-term operating lease liabilities | (458,154) | (458,154) | |||||
Accumulated deficit | 284,848 | 284,848 | |||||
Non-controlling interests | 74,362 | 74,362 | |||||
Restaurant operating expenses | (13,346) | (13,346) | |||||
Asset impairment charges | (121,457) | (121,457) | |||||
Operating loss | 134,893 | 134,893 | |||||
Other income (expense) | 224,317 | ||||||
Consolidated and combined net loss | 134,893 | 359,210 | |||||
Net income attributable to non-controlling interests | $ (74,362) | ||||||
Net loss attributable to Amergent Hospitality Group Inc | $ 134,893 | ||||||
Net loss per common share, basic and diluted | $ 0.01 | $ 0.03 | |||||
Net loss attributable to Amergent Hospitality Group Inc | $ 284,848 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Aug. 31, 2021$ / sharesshares |
Subsequent Event [Line Items] | |
Shares, Issued | 150,000 |
Shares Issued, Price Per Share | $ / shares | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 300,000 |
Common Class A [Member] | |
Subsequent Event [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.56 |
Common Class B [Member] | |
Subsequent Event [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.81 |
Common Class C [Member] | |
Subsequent Event [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.08 |
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |
Subsequent Event [Line Items] | |
Shares, Issued | 50,000 |
2021 Plan Inducement [Member] | |
Subsequent Event [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 |