Annual report pursuant to Section 13 and 15(d)

SCHEDULE OF DEBT AND NOTES PAYABLE (Details)

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SCHEDULE OF DEBT AND NOTES PAYABLE (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Short-term Debt [Line Items]    
Total debt $ 9,894 $ 6,916
Less: discount on convertible debt [1] (37) (223)
Total debt, net of discount 9,857 6,693
Current portion of long-term debt 3,264 2,339
Long-term debt, less current portion 6,593 4,354
Convertible Debt [Member]    
Short-term Debt [Line Items]    
Total debt [1] 4,038 4,038
Convertible Promissory Note [Member]    
Short-term Debt [Line Items]    
Total debt [2] 1,099
PPP Loans [Member]    
Short-term Debt [Line Items]    
Total debt [3] 4,109 2,109
Economic Injury Disaster Loan [Member]    
Short-term Debt [Line Items]    
Total debt [4] 300 300
United Kingdom Bounce Back Loan [Member]    
Short-term Debt [Line Items]    
Total debt [5] 68
Contractor Note [Member]    
Short-term Debt [Line Items]    
Total debt [4] 348 348
Notes Payable One [Member]    
Short-term Debt [Line Items]    
Total debt [6] 27
Notes Payable Two [Member]    
Short-term Debt [Line Items]    
Total debt [7] $ 26
[1] In connection with and prior to the Spin-Off and Merger, on April 1, 2020, pursuant to an agreement among Chanticleer, Oz Rey and certain original holders of the 8% non-convertible debentures that were satisfied during 2020, the Company issued a 10% secured convertible debenture to Oz Rey in exchange for the 8% non-convertible debentures. The principal amount of the 10% secured convertible debenture is $4.0 million, payable in full on April 1, 2022, subject to extension by the holders in two-year intervals for up to 10 years from the issuance date upon Amergent meeting certain conditions. In March 2022, the maturity date was extended to April 2024. Interest is payable quarterly in cash. Prior to August 17, 2020, the 10% secured convertible debenture was convertible at any time by Oz Rey into common stock at the lower of $0.10 per share and the volume weighted average price on the last 10 trading days immediately prior to conversion. The 10% secured convertible debenture is also subject to adjustment if Amergent sells securities below this price (down round protection), among other triggers. In connection with the exchange of the debentures, Amergent issued warrants to Oz Rey and the original 8% non-convertible debenture holders to purchase 2,925,200 shares of common stock. The exercise price is $0.125 for 2,462,600 warrants and $0.50 for 462,500 warrants. The warrants can be exercised on a cashless basis and expire 10 years from the issuance date.
[2] On August 30, 2021, the Company purchased all of the outstanding membership interests in Pie Squared Holdings pursuant to the Purchase Agreement (see Note 3). The purchase price was an 8% secured, convertible promissory note (“Note”) with a face value of $1.0 million and a fair value of $1.2 million at the acquisition date. Interest on the Note is due quarterly and $0.5 million of principal is due on August 30, 2022. Any remaining unpaid amount is due on August 30, 2023. The Company has elected to measure the Note at fair value, with changes being recognized in the consolidated and combined statement of operations. See Note 4 for additional information on the valuation of the Note as of December 31, 2021.
[3] On April 27, 2020, Amergent received a PPP loan in the amount of approximately $2.1 million. Due to the Spin-Off and Merger, Amergent was not publicly traded at the time of the loan application or funding. The note bears interest at 1% per year, matures in April 2022, and requires monthly interest and principal payments of approximately $0.1 million beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. Any loan proceeds not forgiven will be repaid in full. The Company had applied for loan forgiveness in the full amount of the loan, but the request was initially denied. The Company discussed the forgiveness request with the government agency that granted the loan and in March 2022, the U.S. SBA reversed its initial decision and will once again review the Company’s application for loan forgiveness. No assurance can be given as to the amount, if any, of forgiveness. The application for forgiveness allowed the Company to defer the timing of repayment until the forgiveness assessment is completed. On February 25, 2021, the Company received a second PPP loan in the amount of $2.0 million. Amergent was not listed on a national securities exchange at the time of the loan application or funding. The note bears interest at 1% per year, matures on February 25, 2026, and requires monthly principal and interest payments of approximately $45,000 beginning June 25, 2022 through maturity. The loan may be forgiven if certain criteria are met. No assurance can be given as to the amount, if any, of forgiveness.
[4] The Company entered into a promissory note to repay a contractor for the build-out of a new Little Big Burger location. The note had a balance of approximately $0.3 million as of both December 31, 2021 and 2020, and a stated interest rate of 12% per year. In connection with and prior to the Merger and Spin-Off, on April 1, 2020, this note was assumed by Amergent. The Company is currently in default on this loan and a writ of garnishment was ordered against the Company in 2020 for approximately $0.4 million. The additional $0.1 million is included in accounts payable and accrued expenses at December 31, 2021 and 2020.
[5] On November 24, 2020, Amergent received approximately $0.1 million through the Bounce Back Loan Scheme in the United Kingdom. The loan had a term of six years that could be extended to 10 years. No payments were required and no interest was accrued for the first 12 months after the loan was received. After the first year, the loan was to accrue interest at 2.5% per year. This loan was assumed by the buyer in 2021 in conjunction with the sale of the Hooters UK entity (see Note 7).
[6] During September 2019 and October 2019, the Company entered into two merchant capital advances in the amount of approximately $46,000 and $0.1 million, respectively. The Company agreed to repay these advances through daily payments until those amounts were repaid with the specified interest rate per those agreements. These notes were fully repaid in 2021.
[7] In connection with the assets acquired from the two BGR franchisees, the Company entered into notes payable of approximately $9,600 and $0.2 million during 2018. The notes bore interest at 4% per year and were due within 12 months of each acquisition date. Principal and interest payments were due monthly, and the notes were fully repaid in 2021.