| Texas | | | 6770 | | | 86-2480942 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) | |
| Copies to: | | |||||||||
| Joel L. Rubinstein Jonathan P. Rochwarger Elliott M. Smith White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 | | | Jason Osborn Brad Vaiana Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 | | | Marc D. Jaffe Ian D. Schuman Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 | | | Ryan J. Maierson Nick S. Dhesi Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas Tel: (713) 546-5400 | |
| ☐ Large accelerated filer | | | ☐ Accelerated filer | |
| ☒ Non-accelerated filer | | | ☒ Smaller reporting company | |
| | | | ☒ Emerging growth company | |
| ☐ Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | | | ☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | |
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Title of Each Class of Securities to be Registered | | Amount to be Registered(1) | | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee | | | Amount to be Registered(1) | | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee | | ||||||||||||||||||||||||||||||||
Class A common stock, par value $0.0001 per share | | | | 25,000,000(2)(3) | | | | $ | 12.05(4) | | | | $ | 301,250,000(4) | | | | $ | 32,866.38(5) | | | | | | 25,000,000(2)(3) | | | | $ | 12.05(4) | | | | $ | 301,250,000(4) | | | | $ | 32,866.38(5) | | | ||||||||
Warrants | | | | 16,000,000(6) | | | | $ | 3.55(7) | | | | $ | 56,800,000(7) | | | | $ | 6,196.88(5) | | | | | | 16,000,000(6) | | | | $ | 3.55(7) | | | | $ | 56,800,000(7) | | | | $ | 6,196.88(5) | | | ||||||||
Total | | | | | | | | | | | | | $ | 358,050,000 | | | | $ | 39,063.26 | | | | | | | | | | | | | | | $ | 358,050,000 | | | | $ | 39,063.26(8) | | |
| , 2021 | | | By Order of the Board of Directors, | |
| | | | Sandy Beall Chief Executive Officer | |
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| | Assuming No Redemptions of Public Shares | | Assuming Maximum Redemptions of Public Shares(1) | | | Assuming No Redemptions of Public Shares | | Assuming Maximum Redemptions of Public Shares(1) | | ||||||||||||||||
FAST Stockholders | | | | 3.8% | | | | | 2.5% | | | |||||||||||||||
FAST Public Stockholders | | | | 3.4% | | | | | 2.3% | | | |||||||||||||||
FEI Equityholders(2) | | | | 73.4% | | | | | 74.3% | | | | | | 76.2% | | | | | 77.1% | | | ||||
PIPE Investors(3) | | | | 22.3% | | | | | 22.6% | | | | | | 19.9% | | | | | 20.1% | | | ||||
Sponsor | | | | 0.6% | | | | | 0.6% | | | | | | 0.5% | | | | | 0.5% | | |
| | Assuming No Redemptions of Public Shares | | Assuming Maximum Redemptions of Public Shares(1) | | | Assuming No Redemptions of Public Shares | | Assuming Maximum Redemptions of Public Shares(1) | | ||||||||||||||||
FAST Stockholders | | | | 0.5% | | | | | 0.3% | | | | | | 0.4% | | | | | 0.3% | | | ||||
FEI Equityholders(2) | | | | 96.4% | | | | | 96.6% | | | | | | 96.9% | | | | | 97.1% | | | ||||
PIPE Investors(3) | | | | 3.0% | | | | | 3.0% | | | | | | 2.6% | | | | | 2.5% | | | ||||
Sponsor | | | | 0.1% | | | | | 0.1% | | | | | | 0.1% | | | | | 0.1% | | |
| Assuming No Redemptions | | | Assuming 50% Redemptions | | | Assuming Maximum Redemptions(1) | | ||||||||||||||||||||||||
| Number of Shares Remaining | | | Fee as a % of FAST’s IPO Proceeds (net of Redemptions) | | | Number of Shares Remaining | | | Fee as a % of FAST’s IPO Proceeds (net of Redemptions) | | | Number of Shares Remaining | | | Fee as a % of FAST’s IPO Proceeds (net of Redemptions) | | |||||||||||||||
| 20,000,000 | | | | | 3.5% | | | | | | 16,626,257 | | | | | | 4.2% | | | | | | 13,252,514 | | | | | | 5.3% | | |
| | | Assuming No Redemption | | | Assuming 50% Redemption | | | Assuming Maximum Redemption(1) | | |||||||||||||||||||||||||||
| | | Number of Common Shares | | | % | | | Number of Common Shares | | | % | | | Number of Common Shares | | | % | | ||||||||||||||||||
FAST public stockholders | | | | | 20,000,000 | | | | | | 3.3% | | | | | | 16,626,257 | | | | | | 2.7% | | | | | | 13,252,514 | | | | | | 2.2% | | |
Sponsor(2) | | | | | 9,000,000 | | | | | | 1.5% | | | | | | 9,000,000 | | | | | | 1.5% | | | | | | 9,000,000 | | | | | | 1.5% | | |
PIPE Investors(3) | | | | | 118,393,344 | | | | | | 19.4% | | | | | | 118,393,344 | | | | | | 19.5% | | | | | | 118,393,344 | | | | | | 19.6% | | |
FEI Equityholders(4) | | | | | 453,138,660 | | | | | | 74.2% | | | | | | 453,138,660 | | | | | | 74.6% | | | | | | 453,138,660 | | | | | | 75.0% | | |
Public Warrant Holders | | | | | 10,000,000 | | | | | | 1.6% | | | | | | 10,000,000 | | | | | | 1.6% | | | | | | 10,000,000 | | | | | | 1.7% | | |
Shares outstanding | | | | | 610,532,004 | | | | | | 100% | | | | | | 607,158,261 | | | | | | 100% | | | | | | 603,784,518 | | | | | | 100% | | |
| ![]() | | | ![]() | |
| Sources | | Uses | | Sources | | Uses | | ||||||||||||||||||||||||||
| Golden Nugget Projected Net Debt(1) | | | $ | 4,600 | | | Acquisition of Golden Nugget | | | $ | 8,442 | | | FEI Projected Net Debt(1) | | | $ | 4,600 | | | Acquisition of FEI | | | $ | 8,442 | | | ||||||
| Equity Issued to Mr. Fertitta(2) | | | | 3,842 | | | Paydown of Golden Nugget Debt | | | | 1,240 | | | Equity Issued to Mr. Fertitta(2) | | | | 3,842 | | | Paydown of FEI Debt1 | | | | 1,240 | | | ||||||
| PIPE Proceeds | | | | 1,240 | | | Incremental Cash to Balance Sheet | | | | 120 | | | PIPE Proceeds | | | | 1,240 | | | Incremental Cash to Balance Sheet | | | | 120 | | | ||||||
| Cash Held in Trust(3) | | | | 200 | | | Transaction Fees | | | | 80 | | | Cash Held in Trust(3) | | | | 200 | | | Transaction Fees | | | | 80 | | | ||||||
| Expected Equity Consideration for Catch Hospitality | | | | 190 | | | Expected Purchase of Catch Hospitality | | | | 190 | | | Expected Equity Consideration for Catch Hospitality | | | | 190 | | | Expected Purchase of Catch Hospitality | | | | 190 | | | ||||||
| Total Sources | | | $ | 10,072 | | | Total Uses | | | $ | 10,072 | | | Total Sources | | | $ | 10,072 | | | Total Uses | | | $ | 10,072 | | |
| | FAST’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE BUSINESS COMBINATION PROPOSAL AND THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING ARE IN THE BEST INTERESTS OF AND ADVISABLE TO THE FAST STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE. | | |
| | | FEI | | | Gaming Comparable Companies | | | Restaurant Comparable Companies | |
Enterprise Value / 2022E Adjusted EBITDA(1) | | | 10.4x | | | 12.1x | | | 9.7x | |
| | | Enterprise Value / EBITDA | |
Company Name | | | 2022E | |
Gaming Comparable Companies | | | | |
Land Based Casinos | | | | |
Caesars Entertainment | | | 15.3x | |
Churchill Downs | | | 12.9x | |
Bally’s Corporation | | | 12.1x | |
Penn National Gaming | | | 13.9x | |
Regional | | | | |
Monarch Casino & Resort | | | 12.0x | |
Red Rock Resorts | | | 11.8x | |
Boyd Gaming | | | 10.2x | |
Median | | | 12.1x | |
Restaurant Comparable Companies | | | | |
Texas Roadhouse | | | 13.3x | |
Darden | | | 11.5x | |
Cheesecake Factory | | | 9.8x | |
Cracker Barrel | | | 9.6x | |
Brinker International | | | 9.0x | |
Bloomin’ Brands | | | 7.1x | |
Median | | | 9.7x | |
($ in millions) | | | FY19A | | | FY20E | | | FY21E | | | FY22E | | | FY23E | | |||||||||||||||
Revenue | | | | $ | 2,993 | | | | | $ | 2,000 | | | | | $ | 2,732 | | | | | $ | 3,054 | | | | | $ | 3,462 | | |
Unit Level EBITDA(1) | | | | $ | 654 | | | | | $ | 362 | | | | | $ | 699 | | | | | $ | 786 | | | | | $ | 855 | | |
Unit Level EBITDA Margin(2) | | | | | 21.9% | | | | | | 18.1% | | | | | | 25.6% | | | | | | 25.7% | | | | | | 24.7% | | |
Adjusted EBITDA(3) | | | | $ | 513 | | | | | $ | 250 | | | | | $ | 576 | | | | | $ | 658 | | | | | $ | 725 | | |
Adjusted EBITDA Margin(4) | | | | | 17.1% | | | | | | 12.5% | | | | | | 21.1% | | | | | | 21.6% | | | | | | 20.9% | | |
Consolidated Free Cash Flow(5) | | | | | N/A | | | | | $ | 226 | | | | | $ | 498 | | | | | $ | 555 | | | | | $ | 611 | | |
Consolidated Free Cash Flow Conversion(6) | | | | | N/A | | | | | | 90.3% | | | | | | 86.4% | | | | | | 84.3% | | | | | | 84.4% | | |
| | | FEI | | | Gaming Comparable Companies | | | Restaurant Comparable Companies | |
Enterprise Value / 2021E Adjusted EBITDA | | | 11.0x vs. 11.3x in the original deal structure (including GNOG) | | | 14.2x vs. 15.1x as of January 21, 2021 (for median of land based | | | 12.5x (remains unchanged since January 21, 2021on a 2021E Adjusted EBITDA basis) | |
Net Debt / CY2021E Adjusted EBITDA | | | 4.1x vs. 5.6x in the original deal structure | | | 4.3x for land based casinos with online presence and 3.2x for regional operators | | | 1.2x | |
| | | Enterprise Value / 2021E EBITDA | | |||
Company Name | | | As of January 19, 2021 | | | As of June 17, 2021 | |
Gaming Comparable Companies | | | | | | | |
Land Based Casinos | | | | | | | |
Caesars Entertainment | | | 22.0x | | | 20.9x | |
Churchill Downs | | | 16.7x | | | 15.4x | |
Bally’s Corporation | | | 15.1x | | | 14.2x | |
Penn National Gaming | | | 14.7x | | | 12.2x | |
Regional | | | | | | | |
Monarch Casino & Resort | | | 15.2x | | | 14.7x | |
Red Rock Resorts | | | 11.9x | | | 13.2x | |
Boyd Gaming | | | 11.0x | | | 10.2x | |
Median | | | 15.1x | | | 14.2x | |
Restaurant Comparable Companies | | | | | | | |
Texas Roadhouse | | | 15.8x | | | 14.6x | |
Darden | | | 14.3x | | | 13.6x | |
Cheesecake Factory | | | 13.2x | | | 14.2x | |
Cracker Barrel | | | 11.8x | | | 11.4x | |
Brinker International | | | 10.4x | | | 8.9x | |
Bloomin’ Brands | | | 8.6x | | | 7.0x | |
Median | | | 12.5x | | | 12.5x | |
| | | Net Debt / EBITDA | |
Company Name | | | CY 2021E | |
Gaming Comparable Companies | | | | |
Land Based Casinos | | | | |
Caesars Entertainment | | | 7.3x | |
Churchill Downs | | | 3.2x | |
Bally’s Corporation | | | 5.4x | |
Penn National Gaming | | | 3.1x | |
Regional | | | | |
Monarch Casino & Resort | | | 1.3x | |
Red Rock Resorts | | | 4.5x | |
Boyd Gaming | | | 3.2x | |
Median | | | | |
Land based Median | | | 4.3x | |
Regional Median | | | 3.2x | |
Restaurant Comparable Companies | | | | |
Texas Roadhouse | | | NM(3) | |
Cheesecake Factory | | | 0.4x | |
Darden | | | NM(3) | |
Cracker Barrel | | | 0.6x | |
Brinker International | | | 2.3x | |
Bloomin’ Brands | | | 1.8x | |
Median | | | 1.2x | |
($ in millions) | | | 1Q19A | | | 1Q21A | | ||||||
Revenue | | | | $ | 826 | | | | | $ | 634 | | |
Unit Level EBITDA(1) | | | | $ | 176 | | | | | $ | 180 | | |
Adjusted EBITDA(2) | | | | $ | 140 | | | | | $ | 147 | | |
| | | FY19 | | |||
Net income (loss) | | | | $ | 108,367 | | |
Add back: | | | | | | | |
Tax provision | | | | | 20,525 | | |
Interest expense, net | | | | | 278,943 | | |
Depreciation and amortization | | | | | 208,371 | | |
EBITDA | | | | | 616,206 | | |
Adjustments to EBITDA: | | | | | | | |
Asset impairment expense | | | | | 16,969 | | |
Loss (gain) on disposal of assets | | | | | (137) | | |
Noncontrolling interest | | | | | (2,689) | | |
Transaction costs | | | | | 4,251 | | |
Pre-opening expenses | | | | | 6,731 | | |
GNOG EBITDA | | | | | (17,682) | | |
EBITDA of Distributed Business | | | | | (110,727) | | |
Adjusted EBITDA | | | | $ | 512,922 | | |
| | | 1Q21 | | | 1Q19 | | ||||||
Net income (loss) | | | | $ | 14,616 | | | | | $ | 14,593 | | |
Add back: | | | | | | | | | | | | | |
Tax provision | | | | | 2,642 | | | | | | 3,945 | | |
Interest expense, net | | | | | 69,067 | | | | | | 69,846 | | |
Depreciation and amortization | | | | | 50,371 | | | | | | 53,572 | | |
EBITDA | | | | | 136,696 | | | | | | 141,956 | | |
Adjustments to EBITDA: | | | | | | | | | | | | | |
Estimated 2015 Credit Card Breach Settlement | | | | | 17,020 | | | | | | — | | |
Loss (Gain) on disposal of assets | | | | | (1,650) | | | | | | (41) | | |
EBITDA of Distributed Business | | | | | (4,743) | | | | | | (4,784) | | |
Catch EBITDA | | | | | 691 | | | | | | 2,458 | | |
Public Company Adjustments | | | | | (837) | | | | | | (837) | | |
Noncontrolling interest | | | | | (421) | | | | | | (738) | | |
Pre-opening expenses | | | | | 135 | | | | | | 1,507 | | |
Adjusted EBITDA | | | | $ | 146,891 | | | | | $ | 139,521 | | |
| Sources | | | Uses | | ||||||||||||
| FEI Projected Net Debt(1) | | | | $ | 4,600 | | | | Acquisition of FEI | | | | $ | 8,442 | | |
| Equity Issued to Mr. Fertitta(2) | | | | | 3,842 | | | | Paydown of FEI Debt1 | | | | | 1,240 | | |
| PIPE Proceeds | | | | | 1,240 | | | | Incremental Cash to Balance Sheet | | | | | 120 | | |
| Cash Held in Trust(3) | | | | | 200 | | | | Transaction Fees | | | | | 80 | | |
| Expected Equity Consideration for Catch Hospitality | | | | | 190 | | | | Expected Purchase of Catch Hospitality | | | | | 190 | | |
| Total Sources | | | | $ | 10,072 | | | | Total Uses | | | | $ | 10,072 | | |
| | FAST’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE BUSINESS COMBINATION PROPOSAL AND THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING ARE IN THE BEST INTERESTS OF AND ADVISABLE TO THE FAST STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE. | | |
| | | FEI | | | Gaming Comparable Companies | | | Restaurant Comparable Companies | |
Enterprise Value / 2022E Adjusted EBITDA(1) | | | 10.4x | | | 12.1x | | | 9.7x | |
| | | Enterprise Value / EBITDA | |
Company Name | | | 2022E | |
Gaming Comparable Companies | | | | |
Land Based Casinos | | | | |
Caesars Entertainment | | | 15.3x | |
Churchill Downs | | | 12.9x | |
Bally’s Corporation | | | 12.1x | |
Penn National Gaming | | | 13.9x | |
Regional | | | | |
Monarch Casino & Resort | | | 12.0x | |
Red Rock Resorts | | | 11.8x | |
Boyd Gaming | | | 10.2x | |
Median | | | 12.1x | |
Restaurant Comparable Companies | | | | |
Texas Roadhouse | | | 13.3x | |
Darden | | | 11.5x | |
Cheesecake Factory | | | 9.8x | |
Cracker Barrel | | | 9.6x | |
Brinker International | | | 9.0x | |
Bloomin’ Brands | | | 7.1x | |
Median | | | 9.7x | |
($ in millions) | | | FY19A | | | FY20E | | | FY21E | | | FY22E | | | FY23E | | |||||||||||||||
Revenue | | | | $ | 2,993 | | | | | $ | 2,000 | | | | | $ | 2,732 | | | | | $ | 3,054 | | | | | $ | 3,462 | | |
Unit Level EBITDA(1) | | | | $ | 654 | | | | | $ | 362 | | | | | $ | 699 | | | | | $ | 786 | | | | | $ | 855 | | |
Unit Level EBITDA Margin(2) | | | | | 21.9% | | | | | | 18.1% | | | | | | 25.6% | | | | | | 25.7% | | | | | | 24.7% | | |
Adjusted EBITDA(3) | | | | $ | 513 | | | | | $ | 250 | | | | | $ | 576 | | | | | $ | 658 | | | | | $ | 725 | | |
Adjusted EBITDA Margin(4) | | | | | 17.1% | | | | | | 12.5% | | | | | | 21.1% | | | | | | 21.6% | | | | | | 20.9% | | |
Consolidated Free Cash Flow(5) | | | | | N/A | | | | | $ | 226 | | | | | $ | 498 | | | | | $ | 555 | | | | | $ | 611 | | |
Consolidated Free Cash Flow Conversion(6) | | | | | N/A | | | | | | 90.3% | | | | | | 86.4% | | | | | | 84.3% | | | | | | 84.4% | | |
| | | FEI | | | Gaming Comparable Companies | | | Restaurant Comparable Companies | |
Enterprise Value / 2021E Adjusted EBITDA(1) | | | 11.0x vs. 11.3x in the original deal structure (including GNOG) | | | 14.2x vs. 15.1x as of January 21, 2021 (for median of land based casinos with online presence and regional gaming operators) | | | 12.5x (remains unchanged since January 21, 2021on a 2021E Adjusted EBITDA basis) | |
Net Debt / CY2021E Adjusted EBITDA | | | 4.1x vs. 5.6x in the original deal structure | | | 4.3x for land based casinos with online presence and 3.2x for regional operators | | | 1.2x | |
| | | Enterprise Value / 2021E EBITDA | | |||
Company Name | | | As of January 19, 2021 | | | As of June 17, 2021 | |
Gaming Comparable Companies | | | | | | | |
Land Based Casinos | | | | | | | |
Caesars Entertainment | | | 22.0x | | | 20.9x | |
Churchill Downs | | | 16.7x | | | 15.4x | |
Bally’s Corporation | | | 15.1x | | | 14.2x | |
Penn National Gaming | | | 14.7x | | | 12.2x | |
Regional | | | | | | | |
Monarch Casino & Resort | | | 15.2x | | | 14.7x | |
Red Rock Resorts | | | 11.9x | | | 13.2x | |
Boyd Gaming | | | 11.0x | | | 10.2x | |
Median | | | 15.1x | | | 14.2x | |
Restaurant Comparable Companies | | | | | | | |
Texas Roadhouse | | | 15.8x | | | 14.6x | |
Darden | | | 14.3x | | | 13.6x | |
Cheesecake Factory | | | 13.2x | | | 14.2x | |
Cracker Barrel | | | 11.8x | | | 11.4x | |
Brinker International | | | 10.4x | | | 8.9x | |
Bloomin’ Brands | | | 8.6x | | | 7.0x | |
Median | | | 12.5x | | | 12.5x | |
| | | Net Debt / EBITDA | |
Company Name | | | CY 2021E | |
Gaming Comparable Companies | | | | |
Land Based Casinos | | | | |
Caesars Entertainment | | | 7.3x | |
Churchill Downs | | | 3.2x | |
Bally’s Corporation | | | 5.4x | |
Penn National Gaming | | | 3.1x | |
Regional | | | | |
Monarch Casino & Resort | | | 1.3x | |
Red Rock Resorts | | | 4.5x | |
Boyd Gaming | | | 3.2x | |
Median | | | | |
Land based Median | | | 4.3x | |
Regional Median | | | 3.2x | |
Restaurant Comparable Companies | | | | |
Texas Roadhouse | | | NM(3) | |
Cheesecake Factory | | | 0.4x | |
Darden | | | NM(3) | |
Cracker Barrel | | | 0.6x | |
Brinker International | | | 2.3x | |
Bloomin’ Brands | | | 1.8x | |
Median | | | 1.2x | |
($ in millions) | | | 1Q19A | | | 1Q21A | | ||||||
Revenue | | | | $ | 826 | | | | | $ | 634 | | |
Unit Level EBITDA(1) | | | | $ | 176 | | | | | $ | 180 | | |
Adjusted EBITDA(2) | | | | $ | 140 | | | | | $ | 147 | | |
| | | FY19 | | |||
Net income (loss) | | | | $ | 108,367 | | |
Add back: | | | | | | | |
Tax provision | | | | | 20,525 | | |
Interest expense, net | | | | | 278,943 | | |
Depreciation and amortization | | | | | 208,371 | | |
EBITDA | | | | | 616,206 | | |
Adjustments to EBITDA: | | | | | | | |
Asset impairment expense | | | | | 16,969 | | |
Loss (gain) on disposal of assets | | | | | (137) | | |
Noncontrolling interest | | | | | (2,689) | | |
Transaction costs | | | | | 4,251 | | |
Pre-opening expenses | | | | | 6,731 | | |
GNOG EBITDA | | | | | (17,682) | | |
EBITDA of Distributed Business | | | | | (110,727) | | |
Adjusted EBITDA | | | | $ | 512,922 | | |
| | | 1Q21 | | | 1Q19 | | ||||||
Net income (loss) | | | | $ | 14,616 | | | | | $ | 14,593 | | |
Add back: | | | | | | | | | | | | | |
Tax provision | | | | | 2,642 | | | | | | 3,945 | | |
Interest expense, net | | | | | 69,067 | | | | | | 69,846 | | |
Depreciation and amortization | | | | | 50,371 | | | | | | 53,572 | | |
EBITDA | | | | | 136,696 | | | | | | 141,956 | | |
Adjustments to EBITDA: | | | | | | | | | | | | | |
Estimated 2015 Credit Card Breach Settlement | | | | | 17,020 | | | | | | — | | |
Loss (Gain) on disposal of assets | | | | | (1,650) | | | | | | (41) | | |
EBITDA of Distributed Business | | | | | (4,743) | | | | | | (4,784) | | |
Catch EBITDA | | | | | 691 | | | | | | 2,458 | | |
Public Company Adjustments | | | | | (837) | | | | | | (837) | | |
Noncontrolling interest | | | | | (421) | | | | | | (738) | | |
Pre-opening expenses | | | | | 135 | | | | | | 1,507 | | |
Adjusted EBITDA | | | | $ | 146,891 | | | | | $ | 139,521 | | |
| Sources | | | Uses | | ||||||||||||
| FEI Projected Net Debt(1) | | | | $ | 4,600 | | | | Acquisition of FEI | | | | $ | 8,442 | | |
| Equity Issued to Mr. Fertitta(2) | | | | | 3,842 | | | | Paydown of FEI Debt1 | | | | | 1,240 | | |
| PIPE Proceeds | | | | | 1,240 | | | | Incremental Cash to Balance Sheet | | | | | 120 | | |
| Cash Held in Trust(3) | | | | | 200 | | | | Transaction Fees | | | | | 80 | | |
| Expected Equity Consideration for Catch Hospitality | | | | | 190 | | | | Expected Purchase of Catch Hospitality | | | | | 190 | | |
| Total Sources | | | | $ | 10,072 | | | | Total Uses | | | | $ | 10,072 | | |
| | FAST’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE BUSINESS COMBINATION PROPOSAL AND THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING ARE IN THE BEST INTERESTS OF AND ADVISABLE TO THE FAST STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE. | | |
| | | FEI | | | Gaming Comparable Companies | | | Restaurant Comparable Companies | |
Enterprise Value / 2022E Adjusted EBITDA(1) | | | 10.4x | | | 12.1x | | | 9.7x | |
| | | Enterprise Value / EBITDA | |
Company Name | | | 2022E | |
Gaming Comparable Companies | | | | |
Land Based Casinos | | | | |
Caesars Entertainment | | | 15.3x | |
Churchill Downs | | | 12.9x | |
Bally’s Corporation | | | 12.1x | |
Penn National Gaming | | | 13.9x | |
Regional | | | | |
Monarch Casino & Resort | | | 12.0x | |
Red Rock Resorts | | | 11.8x | |
Boyd Gaming | | | 10.2x | |
Median | | | 12.1x | |
Restaurant Comparable Companies | | | | |
Texas Roadhouse | | | 13.3x | |
Darden | | | 11.5x | |
Cheesecake Factory | | | 9.8x | |
Cracker Barrel | | | 9.6x | |
Brinker International | | | 9.0x | |
Bloomin’ Brands | | | 7.1x | |
Median | | | 9.7x | |
($ in millions) | | | FY19A | | | FY20E | | | FY21E | | | FY22E | | | FY23E | | |||||||||||||||
Revenue | | | | $ | 2,993 | | | | | $ | 2,000 | | | | | $ | 2,732 | | | | | $ | 3,054 | | | | | $ | 3,462 | | |
Unit Level EBITDA(1) | | | | $ | 654 | | | | | $ | 362 | | | | | $ | 699 | | | | | $ | 786 | | | | | $ | 855 | | |
Unit Level EBITDA Margin(2) | | | | | 21.9% | | | | | | 18.1% | | | | | | 25.6% | | | | | | 25.7% | | | | | | 24.7% | | |
Adjusted EBITDA(3) | | | | $ | 513 | | | | | $ | 250 | | | | | $ | 576 | | | | | $ | 658 | | | | | $ | 725 | | |
Adjusted EBITDA Margin(4) | | | | | 17.1% | | | | | | 12.5% | | | | | | 21.1% | | | | | | 21.6% | | | | | | 20.9% | | |
Consolidated Free Cash Flow(5) | | | | | N/A | | | | | $ | 226 | | | | | $ | 498 | | | | | $ | 555 | | | | | $ | 611 | | |
Consolidated Free Cash Flow Conversion(6) | | | | | N/A | | | | | | 90.3% | | | | | | 86.4% | | | | | | 84.3% | | | | | | 84.4% | | |
| | | FEI | | | Gaming Comparable Companies | | | Restaurant Comparable Companies | |
Enterprise Value / 2021E Adjusted EBITDA(1) | | | 11.0x vs. 11.3x in the original deal structure (including GNOG) | | | 14.2x vs. 15.1x as of January 21, 2021 (for median of land based casinos with online presence and regional gaming operators) | | | 12.5x (remains unchanged since January 21, 2021on a 2021E Adjusted EBITDA basis) | |
Net Debt / CY2021E Adjusted EBITDA | | | 4.1x vs. 5.6x in the original deal structure | | | 4.3x for land based casinos with online presence and 3.2x for regional operators | | | 1.2x | |
| | | Enterprise Value / 2021E EBITDA | | |||
Company Name | | | As of January 19, 2021 | | | As of June 17, 2021 | |
Gaming Comparable Companies | | | | | | | |
Land Based Casinos | | | | | | | |
Caesars Entertainment | | | 22.0x | | | 20.9x | |
Churchill Downs | | | 16.7x | | | 15.4x | |
Bally’s Corporation | | | 15.1x | | | 14.2x | |
Penn National Gaming | | | 14.7x | | | 12.2x | |
Regional | | | | | | | |
Monarch Casino & Resort | | | 15.2x | | | 14.7x | |
Red Rock Resorts | | | 11.9x | | | 13.2x | |
Boyd Gaming | | | 11.0x | | | 10.2x | |
Median | | | 15.1x | | | 14.2x | |
Restaurant Comparable Companies | | | | | | | |
Texas Roadhouse | | | 15.8x | | | 14.6x | |
Darden | | | 14.3x | | | 13.6x | |
Cheesecake Factory | | | 13.2x | | | 14.2x | |
Cracker Barrel | | | 11.8x | | | 11.4x | |
Brinker International | | | 10.4x | | | 8.9x | |
Bloomin’ Brands | | | 8.6x | | | 7.0x | |
Median | | | 12.5x | | | 12.5x | |
| | | Net Debt / EBITDA | |
Company Name | | | CY 2021E | |
Gaming Comparable Companies | | | | |
Land Based Casinos | | | | |
Caesars Entertainment | | | 7.3x | |
Churchill Downs | | | 3.2x | |
Bally’s Corporation | | | 5.4x | |
Penn National Gaming | | | 3.1x | |
Regional | | | | |
Monarch Casino & Resort | | | 1.3x | |
Red Rock Resorts | | | 4.5x | |
Boyd Gaming | | | 3.2x | |
Median | | | | |
Land based Median | | | 4.3x | |
Regional Median | | | 3.2x | |
Restaurant Comparable Companies | | | | |
Texas Roadhouse | | | NM(3) | |
Cheesecake Factory | | | 0.4x | |
Darden | | | NM(3) | |
Cracker Barrel | | | 0.6x | |
Brinker International | | | 2.3x | |
Bloomin’ Brands | | | 1.8x | |
Median | | | 1.2x | |
($ in millions) | | | 1Q19A | | | 1Q21A | | ||||||
Revenue | | | | $ | 826 | | | | | $ | 634 | | |
Unit Level EBITDA(1) | | | | $ | 176 | | | | | $ | 180 | | |
Adjusted EBITDA(2) | | | | $ | 140 | | | | | $ | 147 | | |
| | | FY19 | | |||
Net income (loss) | | | | $ | 108,367 | | |
Add back: | | | | | | | |
Tax provision | | | | | 20,525 | | |
Interest expense, net | | | | | 278,943 | | |
Depreciation and amortization | | | | | 208,371 | | |
EBITDA | | | | | 616,206 | | |
Adjustments to EBITDA: | | | | | | | |
Asset impairment expense | | | | | 16,969 | | |
Loss (gain) on disposal of assets | | | | | (137) | | |
Noncontrolling interest | | | | | (2,689) | | |
Transaction costs | | | | | 4,251 | | |
Pre-opening expenses | | | | | 6,731 | | |
GNOG EBITDA | | | | | (17,682) | | |
EBITDA of Distributed Business | | | | | (110,727) | | |
Adjusted EBITDA | | | | $ | 512,922 | | |
| | | 1Q21 | | | 1Q19 | | ||||||
Net income (loss) | | | | $ | 14,616 | | | | | $ | 14,593 | | |
Add back: | | | | | | | | | | | | | |
Tax provision | | | | | 2,642 | | | | | | 3,945 | | |
Interest expense, net | | | | | 69,067 | | | | | | 69,846 | | |
Depreciation and amortization | | | | | 50,371 | | | | | | 53,572 | | |
EBITDA | | | | | 136,696 | | | | | | 141,956 | | |
Adjustments to EBITDA: | | | | | | | | | | | | | |
Estimated 2015 Credit Card Breach Settlement | | | | | 17,020 | | | | | | — | | |
Loss (Gain) on disposal of assets | | | | | (1,650) | | | | | | (41) | | |
EBITDA of Distributed Business | | | | | (4,743) | | | | | | (4,784) | | |
Catch EBITDA | | | | | 691 | | | | | | 2,458 | | |
Public Company Adjustments | | | | | (837) | | | | | | (837) | | |
Noncontrolling interest | | | | | (421) | | | | | | (738) | | |
Pre-opening expenses | | | | | 135 | | | | | | 1,507 | | |
Adjusted EBITDA | | | | $ | 146,891 | | | | | $ | 139,521 | | |
($ in millions) Sources | ($ in millions) Sources | | Uses | | ($ in millions) Sources | | Uses | | ||||||||||||||||||||||||
Golden Nugget Projected Net Debt(1) | | | $ | 4,600 | | | Acquisition of Golden Nugget | | | $ | 8,442 | | | |||||||||||||||||||
FEI Projected Net Debt(1) | | | $ | 4,600 | | | Acquisition of FEI | | | $ | 8,442 | | | |||||||||||||||||||
Equity Issued to Mr. Fertitta(2) | | | | 3,842 | | | Paydown of Golden Nugget Debt | | | | 1,240 | | | | | | 3,842 | | | Paydown of FEI Debt | | | | 1,240 | | | ||||||
PIPE Proceeds | | | | 1,240 | | | Incremental Cash to Balance Sheet | | | | 120 | | | | | | 1,240 | | | Incremental Cash to Balance Sheet | | | | 120 | | | ||||||
Cash Held in Trust(3) | | | | 200 | | | Transaction Fees | | | | 80 | | | | | | 200 | | | Transaction Fees | | | | 80 | | | ||||||
Expected Equity Consideration for Catch Hospitality | | | | 190 | | | Expected Purchase of Catch Hospitality | | | | 190 | | | | | | 190 | | | Expected Purchase of Catch Hospitality | | | | 190 | | | ||||||
Total Sources | | | $ | 10,072 | | | Total Uses | | | $ | 10,072 | | | | | $ | 10,072 | | | Total Uses | | | $ | 10,072 | | |
| Advisory Charter Proposal | | | Current Charter | | | Proposed Charter | |
| Advisory Charter Proposal A — Changes in Share Capital | | | The Current Charter authorizes FAST to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. | | | The Proposed Charter would authorize New FEI to issue shares of capital stock, consisting of (i) shares of New FEI Class A common stock, par value $0.0001 per share, (ii) shares of New FEI Class B common stock, par value $0.0001 per share, and (iii) shares of preferred stock, par value $0.0001 per share. | |
| Advisory Charter Proposal B — Voting Rights of Common Stock | | | The Current Charter provides that each share of FAST Class A common stock and FAST Class B common stock is entitled to one vote per share on each matter properly submitted to FAST’s stockholders entitled to vote. | | | The Proposed Charter provides holders of shares of New FEI Class A common stock will be entitled to cast one vote per share of New FEI Class A common stock and holders of shares of New FEI Class B common stock will be entitled to cast ten (10) votes per share of New FEI Class B common stock on each matter properly submitted to New FEI’s stockholders entitled to vote. | |
| Advisory Charter Proposal C — Declassification of the New FEI Board | | | The Current Charter provides that the FAST board of directors has three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. | | | The Proposed Charter provides that each member of the board of directors of New FEI will be elected at each annual meeting of stockholders (or special meeting in lieu thereof). | |
| Advisory Charter Proposal D — Fixing the Number of Directors | | | The Current Charter provides that the FAST board of directors has no fixed number of directors. | | | The board of directors of New FEI will be comprised of not less than three (3) and not more than eight (8) directors. | |
| Advisory Charter Proposal E — Forum Selection | | | The Current Charter provides that the Court of Chancery of the State | | | The Proposed Charter provides that, unless New FEI consents in writing to | |
| Advisory Charter Proposal | | | Current Charter | | | Proposed Charter | |
| | | | of Delaware will be the sole and exclusive forum for certain actions and claims. | | | the selection of an alternative forum, the Southern District of Texas in the State of Texas shall be the sole and exclusive forum for certain actions and claims. | |
| Advisory Charter Proposal F — Distribution of Equity Interests of Split-Co | | | The Current Charter provides that the holders of shares of FAST common stock are entitled to receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by the FAST Board from time to time out of any assets or funds of FAST legally available therefor and shall share equally on a per share basis in such dividends and distributions. | | | The Proposed Charter will expressly provide that the Company may declare and make a special distribution to the shares of New FEI Class B common stock held by Mr. Fertititta of 100% of the equity interests of Splitco. | |
| Advisory Charter Proposal G — Required Vote to Amend the Charter | | | The Current Charter only requires certain charter amendments to be approved by stockholders in accordance with Delaware law. | | | The Proposed Charter provides that amendments to certain provisions of the Proposed Charter relating to the rights of Class A and Class B common stock will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class, while the Company is under the control of Tilman J. Fertitta and (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, from and after the time that the Corporation ceases to be under the control of Tilman J. Fertitta. | |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |||||||||
Equity compensation plans approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| | Scenario 1 | | Scenario 2 | | | Scenario 1 | | Scenario 2 | | ||||||||||||||||||||||||||||||||||||||||
| | Assuming no redemption | | Assuming maximum redemption(2) | | | Assuming no redemption | | Assuming maximum redemption(2) | | ||||||||||||||||||||||||||||||||||||||||
Equity Capitalization Summary | | Shares | | % | | Shares | | % | | | Shares | | % | | Shares | | % | | ||||||||||||||||||||||||||||||||
FAST Public Stockholders | | | | 20,000,000 | | | | | 3.6% | | | | | 13,164,539 | | | | | 2.4% | | | | | | 20,000,000 | | | | | 3.4% | | | | | 13,252,514 | | | | | 2.3% | | | ||||||||
FAST Sponsor | | | | 3,000,000 | | | | | 0.5% | | | | | 3,000,000 | | | | | 0.5% | | | | | | 3,000,000 | | | | | 0.5% | | | | | 3,000,000 | | | | | 0.5% | | | ||||||||
PIPE Investors(3) | | | | 124,000,000 | | | | | 22.0% | | | | | 124,000,000 | | | | | 22.3% | | | | | | 124,000,000 | | | | | 20.8% | | | | | 124,000,000 | | | | | 21.1% | | | ||||||||
Total New FEI Class A common stock | | | | 147,000,000 | | | | | 26.1% | | | | | 140,164,539 | | | | | 25.2% | | | | | | 147,000,000 | | | | | 24.7% | | | | | 140,252,514 | | | | | 23.9% | | | ||||||||
New FEI Class B common stock issued in connection with business combination (1) | | | | 416,158,833 | | | | | 73.9% | | | | | 416,158,833 | | | | | 74.8% | | | | | | 447,532,004 | | | | | 75.3% | | | | | 447,532,004 | | | | | 76.1% | | | ||||||||
Total New FEI common stock | | | | 563,158,833 | | | | | 100.0% | | | | | 556,323,372 | | | | | 100.0% | | | | | | 594,532,004 | | | | | 100.0% | | | | | 587,784,518 | | | | | 100.0% | | |
| | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||
| | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | Pro Forma Combined (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | Pro Forma Combined (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Cash and cash equivalents | | | $ | 557,273 | | | | $ | 514 | | | | $ | 200,007 | | | | | a | | | | $ | (1,413) | | | | $ | 665,274 | | | | $ | (68,355) | | | | | i | | | | $ | 596,919 | | | | | $ | 568,614 | | | | $ | 358 | | | | $ | 199,994 | | | | | a | | | | $ | (1,985) | | | | $ | 676,031 | | | | $ | (67,475) | | | | | i | | | | $ | 608,556 | | | ||||||||||||||||||
| | | | | | | | | | | | | | — | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | (72,914) | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (72,121) | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | (7,000) | | | | | e | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,000) | | | | | e | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | (11,193) | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (11,829) | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Restricted cash | | | | 55,356 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 55,356 | | | | | — | | | | | | | | | | 55,356 | | | | | | 58,063 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 58,063 | | | | | — | | | | | | | | | | 58,063 | | | ||||||||||||||||||
Accounts receivable – trade and other, net | | | | 68,555 | ��� | | | | — | | | | | — | | | | | | | | | | (267) | | | | | 68,288 | | | | | — | | | | | | | | | | 68,288 | | | | | | 66,782 | | | | | — | | | | | — | | | | | | | | | | (333) | | | | | 66,449 | | | | | — | | | | | | | | | | 66,449 | | | ||||||||||||||||||
Income taxes receivable | | | | 38,307 | | | | | | | | | | | | | | | | | | | | (38,307) | | | | | — | | | | | | | | | | | | | | | — | | | | | | 40,967 | | | | | | | | | | | | | | | | | | | | (40,967) | | | | | — | | | | | | | | | | | | | | | — | | | ||||||||||||||||||
Inventories | | | | 86,971 | | | | | — | | | | | — | | | | | | | | | | (6,365) | | | | | 80,606 | | | | | — | | | | | | | | | | 80,606 | | | | | | 92,662 | | | | | — | | | | | — | | | | | | | | | | (6,359) | | | | | 86,303 | | | | | — | | | | | | | | | | 86,303 | | | ||||||||||||||||||
Other current assets | | | | 20,047 | | | | | 352 | | | | | (315) | | | | | d | | | | | (87) | | | | | 19,997 | | | | | — | | | | | | | | | | 19,997 | | | | | | 21,704 | | | | | 264 | | | | | (30) | | | | | d | | | | | (90) | | | | | 21,848 | | | | | — | | | | | | | | | | 21,848 | | | ||||||||||||||||||
Total current assets | | | | 826,509 | | | | | 866 | | | | | 108,585 | | | | | | | | | | (46,439) | | | | | 889,521 | | | | | (68,355) | | | | | | | | | | 821,166 | | | | | | 848,792 | | | | | 622 | | | | | 109,014 | | | | | | | | | | (49,734) | | | | | 908,694 | | | | | (67,475) | | | | | | | | | | 841,219 | | | ||||||||||||||||||
Property, plant and equipment, net | | | | 2,250,631 | | | | | — | | | | | — | | | | | | | | | | (145,480) | | | | | 2,105,151 | | | | | — | | | | | | | | | | 2,105,151 | | | | | | 2,230,116 | | | | | — | | | | | — | | | | | | | | | | (146,798) | | | | | 2,083,318 | | | | | — | | | | | | | | | | 2,083,318 | | | ||||||||||||||||||
Operating lease right of use assets, net | | | | 907,007 | | | | | — | | | | | — | | | | | | | | | | (4,041) | | | | | 902,966 | | | | | — | | | | | | | | | | 902,966 | | | | | | 887,062 | | | | | — | | | | | — | | | | | | | | | | (3,681) | | | | | 883,381 | | | | | — | | | | | | | | | | 883,381 | | | ||||||||||||||||||
Investment in affiliates and joint ventures | | | | 26,840 | | | | | — | | | | | — | | | | | | | | | | (17,000) | | | | | 9,840 | | | | | — | | | | | | | | | | 9,840 | | | | | | 27,926 | | | | | — | | | | | — | | | | | | | | | | (17,000) | | | | | 10,926 | | | | | — | | | | | | | | | | 10,926 | | | ||||||||||||||||||
Accounts and notes receivable, affiliates | | | | 106,397 | | | | | — | | | | | — | | | | | | | | | | (106,106) | | | | | 291 | | | | | — | | | | | | | | | | 291 | | | | | | 107,958 | | | | | — | | | | | — | | | | | | | | | | (107,529) | | | | | 429 | | | | | — | | | | | | | | | | 429 | | | ||||||||||||||||||
Intangible assets, net | | | | 762,142 | | | | | — | | | | | — | | | | | | | | | | (198) | | | | | 761,944 | | | | | — | | | | | | | | | | 761,944 | | | | | | 760,831 | | | | | — | | | | | — | | | | | | | | | | (199) | | | | | 760,632 | | | | | — | | | | | | | | | | 760,632 | | | ||||||||||||||||||
Long-term deferred tax assets | | | | 167,407 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 167,407 | | | | | — | | | | | | | | | | 167,407 | | | | | | 140,957 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 140,957 | | | | | — | | | | | | | | | | 140,957 | | | ||||||||||||||||||
Other assets, net | | | | 89,437 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 89,437 | | | | | — | | | | | | | | | | 89,437 | | | | | | 89,293 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 89,293 | | | | | — | | | | | | | | | | 89,293 | | | ||||||||||||||||||
Investments held in Trust Account | | | | — | | | | | 200,007 | | | | | (200,007) | | | | | a | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | — | | | | | 199,994 | | | | | (199,994) | | | | | a | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
Total assets | | | $ | 5,136,370 | | | | $ | 200,873 | | | | $ | (91,422) | | | | | | | | | $ | (319,264) | | | | $ | 4,926,557 | | | | $ | (68,355) | | | | | | | | | $ | 4,858,202 | | | | | $ | 5,092,935 | | | | $ | 200,616 | | | | $ | (90,980) | | | | | | | | | $ | (324,941) | | | | $ | 4,877,630 | | | | $ | (67,475) | | | | | | | | | $ | 4,810,155 | | | ||||||||||||||||||
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Accounts payable | | | | 170,856 | | | | | 67 | | | | | (67) | | | | | d | | | | | (2,488) | | | | | 168,368 | | | | | — | | | | | | | | | | 168,368 | | | | | | 165,900 | | | | | 80 | | | | | (80) | | | | | d | | | | | (2,706) | | | | | 163,194 | | | | | — | | | | | | | | | | 163,194 | | | ||||||||||||||||||
Accrued liabilities | | | | 685,730 | | | | | 1,568 | | | | | (4,319) | | | | | d | | | | | (1,332) | | | | | 670,454 | | | | | — | | | | | | | | | | 670,454 | | | | | | 672,752 | | | | | 1,876 | | | | | (5,945) | | | | | d | | | | | (1,858) | | | | | 654,996 | | | | | — | | | | | | | | | | 654,996 | | | ||||||||||||||||||
| | | | | | | | | | | | | | (11,193) | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (11,829) | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Current portion of long-term debt | | | | 35,705 | | | | | — | | | | | (7,503) | | | | | b | | | | | (133) | | | | | 28,069 | | | | | — | | | | | | | | | | 28,069 | | | | | | 29,674 | | | | | — | | | | | (7,503) | | | | | b | | | | | (110) | | | | | 22,061 | | | | | — | | | | | | | | | | 22,061 | | | ||||||||||||||||||
Operating lease liabilities | | | | 113,339 | | | | | — | | | | | — | | | | | | | | | | (1,481) | | | | | 111,858 | | | | | — | | | | | | | | | | 111,858 | | | | | | 114,067 | | | | | — | | | | | — | | | | | | | | | | (1,504) | | | | | 112,563 | | | | | — | | | | | | | | | | 112,563 | | | ||||||||||||||||||
Total current liabilities | | | | 1,005,630 | | | | | 1,635 | | | | | (23,082) | | | | | | | | | | (5,434) | | | | | 978,749 | | | | | — | | | | | | | | | | 978,749 | | | | | | 982,393 | | | | | 1,956 | | | | | (25,357) | | | | | | | | | | (6,178) | | | | | 952,814 | | | | | — | | | | | | | | | | 952,814 | | | ||||||||||||||||||
Long-term debt, net of current portion | | | | 4,740,478 | | | | | — | | | | | (1,217,184) | | | | | b | | | | | — | | | | | 3,523,294 | | | | | — | | | | | | | | | | 3,523,294 | | | | | | 4,603,853 | | | | | — | | | | | (1,219,489) | | | | | b | | | | | (3,095) | | | | | 3,381,269 | | | | | — | | | | | | | | | | 3,381,269 | | | ||||||||||||||||||
Warrant derivative liabilities | | | | 51,950 | | | | | 47,240 | | | | | — | | | | | | | | | | — | | | | | 99,190 | | | | | — | | | | | | | | | | 99,190 | | | | | | 43,066 | | | | | 48,940 | | | | | — | | | | | | | | | | — | | | | | 92,006 | | | | | — | | | | | | | | | | 92,006 | | | ||||||||||||||||||
Finance lease obligations | | | | 20,686 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 20,686 | | | | | — | | | | | | | | | | 20,686 | | | | | | 20,675 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 20,675 | | | | | — | | | | | | | | | | 20,675 | | | ||||||||||||||||||
Noncurrent operating lease liabilities | | | | 908,244 | | | | | — | | | | | — | | | | | | | | | | (2,581) | | | | | 905,663 | | | | | — | | | | | | | | | | 905,663 | | | | | | 882,664 | | | | | — | | | | | — | | | | | | | | | | (2,197) | | | | | 880,467 | | | | | — | | | | | | | | | | 880,467 | | | ||||||||||||||||||
Deferred tax liabilities | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
Other noncurrent liabilities | | | | 84,275 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 84,275 | | | | | — | | | | | | | | | | 84,275 | | | | | | 84,146 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 84,146 | | | | | — | | | | | | | | | | 84,146 | | | ||||||||||||||||||
Deferred underwriting commissions in connection with the initial public offering | | | | — | | | | | 7,000 | | | | | (7,000) | | | | | e | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | — | | | | | 7,000 | | | | | (7,000) | | | | | e | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
Total liabilities | | | $ | 6,811,263 | | | | $ | 55,875 | | | | $ | (1,247,266) | | | | | | | | | $ | (8,015) | | | | $ | 5,611,857 | | | | $ | — | | | | | | | | | $ | 5,611,857 | | | | | $ | 6,616,797 | | | | $ | 57,896 | | | | $ | (1,251,846) | | | | | | | | | $ | (11,470) | | | | $ | 5,411,377 | | | | $ | — | | | | | | | | | $ | 5,411,377 | | |
| | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||
| | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | Pro Forma Combined (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | Pro Forma Combined (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Redeemable noncontrolling interest | | | | 2,797 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 2,797 | | | | | — | | | | | | | | | | 2,797 | | | | | | 2,858 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 2,858 | | | | | — | | | | | | | | | | 2,858 | | | ||||||||||||||||||
Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | | | | | 139,997 | | | | | (139,997) | | | | | f | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | | | | | | 137,720 | | | | | (137,720) | | | | | f | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Common stock | | | | — | | | | | — | | | | | — | | | | | h | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | h | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
Additional paid-in capital | | | | 693,468 | | | | | 41,975 | | | | | 1,239,988 | | | | | b | | | | | - | | | | | 2,009,566 | | | | | (68,354) | | | | | i | | | | | 1,941,212 | | | | | | 693,328 | | | | | 44,251 | | | | | 1,239,988 | | | | | b | | | | | — | | | | | 2,009,862 | | | | | (67,474) | | | | | i | | | | | 1,942,388 | | | ||||||||||||||||||
| | | | | | | | | | | | | | (68,843) | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (66,126) | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | — | | | | | h | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | h | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | 139,996 | | | | | f | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 137,719 | | | | | f | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | (37,018) | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (39,298) | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Accumulated deficit | | | | (1,925,733) | | | | | (36,976) | | | | | 36,976 | | | | | g | | | | | (311,249) | | | | | (2,252,295) | | | | | — | | | | | | | | | | (2,252,295) | | | | | | (1,802,099) | | | | | (39,253) | | | | | 39,253 | | | | | g | | | | | (313,471) | | | | | (2,128,578) | | | | | — | | | | | | | | | | (2,128,578) | | | ||||||||||||||||||
| | | | | | | | | | | | | | (15,313) | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (13,008) | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Accumulated other comprehensive loss | | | | (3,418) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (3,418) | | | | | — | | | | | | | | | | (3,418) | | | | | | (4,104) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (4,104) | | | | | — | | | | | | | | | | (4,104) | | | ||||||||||||||||||
Class A common stock | | | | — | | | | | 1 | | | | | 12 | | | | | b | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | — | | | | | 1 | | | | | 12 | | | | | b | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
| | | | | | | | | | | | | | (13) | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (13) | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Class B common stock | | | | — | | | | | 1 | | | | | — | | | | | h | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | | — | | | | | 1 | | | | | — | | | | | h | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | ||||||||||||||||||
| | | | | | | | | | | | | | (1) | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
New FEI class A common stock | | | | — | | | | | — | | | | | 1 | | | | | f | | | | | — | | | | | 15 | | | | | (1) | | | | | i | | | | | 14 | | | | | | — | | | | | — | | | | | 1 | | | | | f | | | | | — | | | | | 15 | | | | | (1) | | | | | i | | | | | 14 | | | ||||||||||||||||||
| | | | | | | | | | | | | | 14 | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14 | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
New FEI class B common stock | | | | — | | | | | — | | | | | 42 | | | | | | | | | | g | | | | | — | | | | | 42 | | | | | | | | | | 42 | | | | | | — | | | | | — | | | | | 45 | | | | | g | | | | | — | | | | | 45 | | | | | | | | | | | | | | | 45 | | | ||||||||||||||||||
Total equity (deficit) attributable to the Company | | | | (1,235,683) | | | | | 5,001 | | | | | 1,295,841 | | | | | | | | | | (311,249) | | | | | (246,090) | | | | | (68,355) | | | | | | | | | | (314,445) | | | | | | (1,112,875) | | | | | 5,000 | | | | | 1,298,586 | | | | | | | | | | (313,471) | | | | | (122,760) | | | | | (67,475) | | | | | | | | | | (190,235) | | | ||||||||||||||||||
Noncontrolling interests | | | | (442,007) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (442,007) | | | | | — | | | | | | | | | | (442,007) | | | | | | (413,845) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (413,845) | | | | | — | | | | | | | | | | (413,845) | | | ||||||||||||||||||
Total stockholders’ equity (deficit) | | | | (1,677,690) | | | | | 5,001 | | | | | 1,295,841 | | | | | | | | | | (311,249) | | | | | (688,097) | | | | | (68,355) | | | | | | | | | | (756,452) | | | | | | (1,526,720) | | | | | 5,000 | | | | | 1,298,586 | | | | | | | | | | (313,471) | | | | | (536,605) | | | | | (67,475) | | | | | | | | | | (604,080) | | | ||||||||||||||||||
Total liabilities and equity (deficit) | | | $ | 5,136,370 | | | | $ | 200,873 | | | | $ | (91,422) | | | | | | | | | $ | (319,264) | | | | $ | 4,926,557 | | | | $ | (68,355) | | | | | | | | | $ | 4,858,202 | | | | | $ | 5,092,935 | | | | $ | 200,616 | | | | $ | (90,980) | | | | | | | | | $ | (324,941) | | | | $ | 4,877,630 | | | | $ | (67,475) | | | | | | | | | $ | 4,810,155 | | | |
| | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | Pro Forma Combined (Assuming Max Redemptions) | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | Pro Forma Combined (Assuming Max Redemptions) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Restaurant and hospitality | | | $ | 441,824 | | | | | — | | | | | — | | | | | | | | | | — | | | | $ | 441,824 | | | | | — | | | | $ | 441,824 | | | | | $ | 1,092,180 | | | | | — | | | | | — | | | | | | | | | | — | | | | $ | 1,092,180 | | | | | — | | | | $ | 1,092,180 | | | ||||||||||||||||
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Casino | | | | 146,829 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 146,829 | | | | | — | | | | | 146,829 | | | | | | 325,266 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 325,266 | | | | | — | | | | | 325,266 | | | ||||||||||||||||
Rooms | | | | 26,693 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 26,693 | | | | | — | | | | | 26,693 | | | | | | 73,550 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 73,550 | | | | | — | | | | | 73,550 | | | ||||||||||||||||
Food and beverage | | | | 35,908 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 35,908 | | | | | — | | | | | 35,908 | | | | | | 91,389 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 91,389 | | | | | — | | | | | 91,389 | | | ||||||||||||||||
Other | | | | 17,089 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 17,089 | | | | | — | | | | | 17,089 | | | | | | 51,491 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 51,491 | | | | | — | | | | | 51,491 | | | ||||||||||||||||
Net gaming revenue | | | | 226,519 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 226,519 | | | | | — | | | | | 226,519 | | | | | | 541,696 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 541,696 | | | | | — | | | | | 541,696 | | | ||||||||||||||||
Total revenue | | | | 668,343 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 668,343 | | | | | — | | | | | 668,343 | | | | | | 1,633,876 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 1,633,876 | | | | | — | | | | | 1,633,876 | | | ||||||||||||||||
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Cost of revenues | | | | 114,713 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 114,713 | | | | | — | | | | | 114,713 | | | | | | 285,334 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 285,334 | | | | | — | | | | | 285,334 | | | ||||||||||||||||
Labor | | | | 107,380 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 107,380 | | | | | — | | | | | 107,380 | | | | | | 258,596 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 258,596 | | | | | — | | | | | 258,596 | | | ||||||||||||||||
Other operating expenses | | | | 118,700 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 118,700 | | | | | — | | | | | 118,700 | | | | | | 266,892 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 266,892 | | | | | — | | | | | 266,892 | | | ||||||||||||||||
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Casino | | | | 63,357 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 63,357 | | | | | — | | | | | 63,357 | | | | | | 133,920 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 133,920 | | | | | — | | | | | 133,920 | | | ||||||||||||||||
Rooms | | | | 8,497 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 8,497 | | | | | — | | | | | 8,497 | | | | | | 20,586 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 20,586 | | | | | — | | | | | 20,586 | | | ||||||||||||||||
Food and beverage | | | | 20,048 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 20,048 | | | | | — | | | | | 20,048 | | | | | | 50,602 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 50,602 | | | | | — | | | | | 50,602 | | | ||||||||||||||||
Other | | | | 56,656 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 56,656 | | | | | — | | | | | 56,656 | | | | | | 124,388 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 124,388 | | | | | — | | | | | 124,388 | | | ||||||||||||||||
General and administrative expense | | | | 35,331 | | | | | 1,902 | | | | | — | | | | | | | | | | — | | | | | 37,233 | | | | | — | | | | | 37,233 | | | | | | 73,750 | | | | | 2,431 | | | | | — | | | | | | | | | | — | | | | | 76,181 | | | | | — | | | | | 76,181 | | | ||||||||||||||||
Administrative expenses – related party | | | | — | | | | | 45 | | | | | (45) | | | | | d | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | 90 | | | | | (90) | | | | | d | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
Depreciation and amortization | | | | 50,414 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 50,414 | | | | | — | | | | | 50,414 | | | | | | 99,223 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 99,223 | | | | | — | | | | | 99,223 | | | ||||||||||||||||
Asset impairment expense | | | | 2,424 | | | | | | | | | | | | | | | | | | | | | | | | | 2,424 | | | | | | | | | | 2,424 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on disposal of assets | | | | (1,650) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (1,650) | | | | | — | | | | | (1,650) | | | | | | (21,600) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (21,600) | | | | | — | | | | | (21,600) | | | ||||||||||||||||
Pre-opening expenses | | | | 135 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 135 | | | | | — | | | | | 135 | | | | | | (139) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (139) | | | | | — | | | | | (139) | | | ||||||||||||||||
Total operating expense | | | | 573,581 | | | | | 1,947 | | | | | (45) | | | | | | | | | | — | | | | | 575,483 | | | | | — | | | | | 575,483 | | | | | | 1,293,986 | | | | | 2,521 | | | | | (90) | | | | | | | | | | — | | | | | 1,296,417 | | | | | — | | | | | 1,296,417 | | | ||||||||||||||||
Income (loss) from operations | | | | 94,762 | | | | | (1,947) | | | | | 45 | | | | | | | | | | — | | | | | 92,860 | | | | | — | | | | | 92,860 | | | | | | 339,890 | | | | | (2,521) | | | | | 90 | | | | | | | | | | — | | | | | 337,459 | | | | | — | | | | | 337,459 | | | ||||||||||||||||
Interest expense, net | | | | 69,663 | | | | | — | | | | | (17,163) | | | | | a | | | | | — | | | | | 52,500 | | | | | — | | | | | 52,500 | | | | | | 138,533 | | | | | — | | | | | (34,920) | | | | | a | | | | | — | | | | | 103,613 | | | | | — | | | | | 103,613 | | | ||||||||||||||||
(Gain) loss on warrant derivatives | | | | (81,091) | | | | | 18,920 | | | | | — | | | | | | | | | | — | | | | | (62,171) | | | | | — | | | | | (62,171) | | | | | | (89,975) | | | | | 20,620 | | | | | — | | | | | | | | | | — | | | | | (69,355) | | | | | — | | | | | (69,355) | | | ||||||||||||||||
Other income, net | | | | (1,100) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (1,100) | | | | | — | | | | | (1,100) | | | | | | (3,742) | | | | | — | | | | | — | | | | | | | | | | — | | | | | (3,742) | | | | | — | | | | | (3,742) | | | ||||||||||||||||
Net gain from investments held in Trust Account | | | | — | | | | | (25) | | | | | 25 | | | | | b | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | (22) | | | | | 22 | | | | | b | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
Income (loss) before income tax | | | | 107,290 | | | | | (20,842) | | | | | 17,183 | | | | | | | | | | — | | | | | 103,631 | | | | | — | | | | | 103,631 | | | | | | 295,074 | | | | | (23,119) | | | | | 34,988 | | | | | | | | | | — | | | | | 306,943 | | | | | — | | | | | 306,943 | | | ||||||||||||||||
Provision for income taxes | | | | 6,136 | | | | | — | | | | | 4,296 | | | | | c | | | | | — | | | | | 10,432 | | | | | — | | | | | 10,432 | | | | | | 43,732 | | | | | — | | | | | 8,747 | | | | | c | | | | | — | | | | | 52,479 | | | | | — | | | | | 52.479 | | | ||||||||||||||||
Net income (loss) | | | | 101,154 | | | | | (20,842) | | | | | 12,887 | | | | | | | | | | — | | | | | 93,199 | | | | | — | | | | | 93,199 | | | | | | 251,342 | | | | | (23,119) | | | | | 26,241 | | | | | | | | | | — | | | | | 254,464 | | | | | — | | | | | 254,464 | | | ||||||||||||||||
Net income attributable to noncontrolling interests | | | | 75,764 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 75,764 | | | | | — | | | | | 75,764 | | | | | | 80,997 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 80,997 | | | | | — | | | | | 80,997 | | | ||||||||||||||||
Net income (loss) attributable to the Company | | | $ | 25,390 | | | | $ | (20,842) | | | | $ | 12,887 | | | | | | | | | | — | | | | $ | 17,435 | | | | | — | | | | $ | 17,435 | | | | | $ | 170,345 | | | | $ | (23,119) | | | | $ | 26,241 | | | | | | | | | | — | | | | $ | 173,467 | | | | | — | | | | $ | 173,467 | | |
| | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Restaurant and hospitality | | | $ | 1,543,946 | | | | | — | | | | | — | | | | | | | | | | — | | | | $ | 1,543,946 | | | | | — | | | | $ | 1,543,946 | | | | | $ | 1,543,946 | | | | | — | | | | | — | | | | | | | | | | — | | | | $ | 1,543,946 | | | | | — | | | | $ | 1,543,946 | | | ||||||||||||||||
Gaming: | | | | | | | | | — | | | | | — | | | | | | | | | | — | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Casino | | | | 452,502 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 452,502 | | | | | — | | | | | 452,502 | | | | | | 452,502 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 452,502 | | | | | — | | | | | 452,502 | | | ||||||||||||||||
Rooms | | | | 104,313 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 104,313 | | | | | — | | | | | 104,313 | | | | | | 104,313 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 104,313 | | | | | — | | | | | 104,313 | | | ||||||||||||||||
Food and beverage | | | | 131,302 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 131,302 | | | | | — | | | | | 131,302 | | | | | | 131,302 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 131,302 | | | | | — | | | | | 131,302 | | | ||||||||||||||||
Other | | | | 58,341 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 58,341 | | | | | — | | | | | 58,341 | | | | | | 58,341 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 58,341 | | | | | — | | | | | 58,341 | | | ||||||||||||||||
Net gaming revenue | | | | 746,458 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 746,458 | | | | | — | | | | | 746,458 | | | | | | 746,458 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 746,458 | | | | | — | | | | | 746,458 | | | ||||||||||||||||
Total revenue | | | | 2,290,404 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 2,290,404 | | | | | — | | | | | 2,290,404 | | | | | | 2,290,404 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 2,290,404 | | | | | — | | | | | 2,290,404 | | | ||||||||||||||||
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Cost of revenues | | | | 415,313 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 415,313 | | | | | — | | | | | 415,313 | | | | | | 415,313 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 415,313 | | | | | — | | | | | 415,313 | | | ||||||||||||||||
Labor | | | | 428,467 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 428,467 | | | | | — | | | | | 428,467 | | | | | | 428,467 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 428,467 | | | | | — | | | | | 428,467 | | | ||||||||||||||||
Other operating expenses | | | | 508,527 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 508,527 | | | | | — | | | | | 508,527 | | | | | | 508,527 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 508,527 | | | | | — | | | | | 508,527 | | | ||||||||||||||||
Gaming: | | | | | | | | | — | | | | | — | | | | | | | | | | — | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
Casino | | | | 205,803 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 205,803 | | | | | — | | | | | 205,803 | | | | | | 205,803 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 205,803 | | | | | — | | | | | 205,803 | | | ||||||||||||||||
Rooms | | | | 36,951 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 36,951 | | | | | — | | | | | 36,951 | | | | | | 36,951 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 36,951 | | | | | — | | | | | 36,951 | | | ||||||||||||||||
Food and beverage | | | | 83,493 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 83,493 | | | | | — | | | | | 83,493 | | | | | | 83,493 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 83,493 | | | | | — | | | | | 83,493 | | | ||||||||||||||||
Other | | | | 178,244 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 178,244 | | | | | — | | | | | 178,244 | | | | | | 178,244 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 178,244 | | | | | — | | | | | 178,244 | | | ||||||||||||||||
General and administrative expense | | | | 142,379 | | | | | 328 | | | | | — | | | | | | | | | | — | | | | | 142,707 | | | | | — | | | | | 142,707 | | | | | | 142,379 | | | | | 328 | | | | | — | | | | | | | | | | — | | | | | 142,707 | | | | | — | | | | | 142,707 | | | ||||||||||||||||
Administrative expenses – related party | | | | — | | | | | 60 | | | | | (60) | | | | | d | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | 60 | | | | | (60) | | | | | d | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
Depreciation and amortization | | | | 211,757 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 211,757 | | | | | — | | | | | 211,757 | | | | | | 211,757 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 211,757 | | | | | — | | | | | 211,757 | | | ||||||||||||||||
Asset impairment expense | | | | 105,574 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 105,574 | | | | | — | | | | | 105,574 | | | | | | 105,574 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 105,574 | | | | | — | | | | | 105,574 | | | ||||||||||||||||
Loss on disposal of assets | | | | 8,466 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 8,466 | | | | | — | | | | | 8,466 | | | | | | 8,466 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 8,466 | | | | | — | | | | | 8,466 | | | ||||||||||||||||
Pre-opening expenses | | | | 3,000 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 3,000 | | | | | — | | | | | 3,000 | | | | | | 3,000 | | | | | — | | | | | — | | | | | | | | | | — | | | | | 3,000 | | | | | — | | | | | 3,000 | | | ||||||||||||||||
Total operating expense | | | | 2,327,974 | | | | | 388 | | | | | (60) | | | | | | | | | | — | | | | | 2,328,302 | | | | | — | | | | | 2,328,302 | | | | | | 2,327,974 | | | | | 388 | | | | | (60) | | | | | | | | | | — | | | | | 2,328,302 | | | | | — | | | | | 2,328,302 | | | ||||||||||||||||
Loss from operations | | | | (37,570) | | | | | (388) | | | | | 60 | | | | | | | | | | — | | | | | (37,898) | | | | | — | | | | | (37,898) | | | | | | (37,570) | | | | | (388) | | | | | 60 | | | | | | | | | | — | | | | | (37,898) | | | | | — | | | | | (37,898) | | | ||||||||||||||||
Interest expense, net | | | | 301,676 | | | | | — | | | | | (71,107) | | | | | a | | | | | — | | | | | 230,569 | | | | | — | | | | | 230,569 | | | | | | 301,676 | | | | | — | | | | | (77,628) | | | | | a | | | | | — | | | | | 224,048 | | | | | — | | | | | 224,048 | | | ||||||||||||||||
(Gain) loss on warrant derivatives | | | | (39,586) | | | | | 15,340 | | | | | — | | | | | | | | | | — | | | | | (24,246) | | | | | — | | | | | (24,246) | | | | | | (39,586) | | | | | 15,340 | | | | | — | | | | | | | | | | — | | | | | (24,246) | | | | | — | | | | | (24,246) | | | ||||||||||||||||
Other expense, net | | | | 18,233 | | | | | 474 | | | | | — | | | | | | | | | | — | | | | | 18,707 | | | | | — | | | | | 18,707 | | | | | | 18,233 | | | | | 474 | | | | | — | | | | | | | | | | — | | | | | 18,707 | | | | | — | | | | | 18,707 | | | ||||||||||||||||
Net gain from investments held in Trust Account | | | | — | | | | | (67) | | | | | 67 | | | | | b | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | (67) | | | | | 67 | | | | | b | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
Loss before income tax | | | | (317,893) | | | | | (16,135) | | | | | 71,100 | | | | | | | | | | — | | | | | (262,928) | | | | | — | | | | | (262,928) | | | | | | (317,893) | | | | | (16,135) | | | | | 77,621 | | | | | | | | | | — | | | | | (256,407) | | | | | — | | | | | (256,407) | | | ||||||||||||||||
Benefit for income taxes | | | | (106,490) | | | | | — | | | | | 17,775 | | | | | c | | | | | — | | | | | (88,715) | | | | | — | | | | | (88,715) | | | | | | (106,490) | | | | | — | | | | | 19,405 | | | | | c | | | | | — | | | | | (87,085) | | | | | — | | | | | (87,085) | | |
| | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | Special Distribution | | | FEI (Historical) | | FAST (Historical) | | Pro Forma Adjustments (Note 4) | | | | Special Distribution | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | | | | (211,403) | | | | | (16,135) | | | | | 53,325 | | | | | | | — | | | | | (174,213) | | | | | — | | | | | (174,213) | | | | | | (211,403) | | | | | (16,135) | | | | | 58,216 | | | | | | | — | | | | | (169,322) | | | | | — | | | | | (169,322) | | | ||||||||||||||||
Net income attributable to noncontrolling interests | | | | 24,197 | | | | | — | | | | | — | | | | | | | — | | | | | 24,197 | | | | | — | | | | | 24,197 | | | | | | 24,197 | | | | | — | | | | | — | | | | | | | — | | | | | 24,197 | | | | | — | | | | | 24,197 | | | ||||||||||||||||
Net loss attributable to the Company | | | $ | (235,600) | | | | $ | (16,135) | | | | $ | 53,325 | | | | | | | — | | | | $ | (198,410) | | | | | — | | | | $ | (198,410) | | | | | $ | (235,600) | | | | $ | (16,135) | | | | $ | 58,216 | | | | | | | — | | | | $ | (193,519) | | | | | — | | | | $ | (193,519) | | | |
| | For the Three Months Ended March 31, 2021 | | For the Year Ended December 31, 2020 | | | For the Six Months Ended June 30, 2021 | | For the Year Ended December 31, 2020 | | ||||||||||||||||||||||||||||||||||||||||
(in thousands, except share and per share data) | | Scenario 1 Assuming no redemption | | Scenario 2 Assuming maximum redemption | | Scenario 1 Assuming no redemption | | Scenario 2 Assuming maximum redemption | | | Scenario 1 Assuming no redemption | | Scenario 2 Assuming maximum redemption | | Scenario 1 Assuming no redemption | | Scenario 2 Assuming maximum redemption | | ||||||||||||||||||||||||||||||||
Pro forma net income (loss) | | | $ | 17,437 | | | | $ | 17,437 | | | | $ | (198,410) | | | | $ | (198,410) | | | | | $ | 173,467 | | | | $ | 173,467 | | | | $ | (193,519) | | | | $ | (193,519) | | | ||||||||
Pro forma Weighted average shares outstanding — basic and diluted | | | | 563,158,833 | | | | | 556,323,372 | | | | | 563,158,833 | | | | | 556,323,372 | | | | | | 594,532,004 | | | | | 587,784,518 | | | | | 594,532,004 | | | | | 587,784,518 | | | ||||||||
Pro forma net income (loss) per share — basic and diluted | | | $ | 0.03 | | | | $ | 0.03 | | | | $ | (0.35) | | | | $ | (0.36) | | | | | $ | 0.29 | | | | $ | 0.30 | | | | $ | (0.33) | | | | $ | (0.33) | | | ||||||||
Pro forma weighted average shares calculation — basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
FEI weighted average shares outstanding | | | | 1,000 | | | | | 1,000 | | | | | 1,000 | | | | | 1,000 | | | | | | 1,000 | | | | | 1,000 | | | | | 1,000 | | | | | 1,000 | | | ||||||||
FAST weighted average public shares outstanding | | | | 11,000,261 | | | | | 4,164,800 | | | | | 11,000,261 | | | | | 4,164,800 | | | | | | 11,227,973 | | | | | 11,227,973 | | | | | 11,227,973 | | | | | 11,227,973 | | | ||||||||
FAST common stock subject to redemption reclassified to equity | | | | 13,999,739 | | | | | 13,999,739 | | | | | 13,999,739 | | | | | 13,999,739 | | | | | | 13,772,027 | | | | | 7,024,541 | | | | | 13,772,027 | | | | | 7,024,541 | | | ||||||||
FAST Sponsors forfeit founder shares | | | | (2,000,000) | | | | | (2,000,000) | | | | | (2,000,000) | | | | | (2,000,000) | | | | | | (2,000,000) | | | | | (2,000,000) | | | | | (2,000,000) | | | | | (2,000,000) | | | ||||||||
Issuance of FAST common stock in connection with closing of the PIPE transaction | | | | 124,000,000 | | | | | 124,000,000 | | | | | 124,000,000 | | | | | 124,000,000 | | | | | | 124,000,000 | | | | | 124,000,000 | | | | | 124,000,000 | | | | | 124,000,000 | | | ||||||||
Retirement of FEI common stock in connection with business combination | | | | (1,000) | | | | | (1,000) | | | | | (1,000) | | | | | (1,000) | | | | | | (1,000) | | | | | (1,000) | | | | | (1,000) | | | | | (1,000) | | | ||||||||
Cancellation of FAST common stock in exchange of New FEI Class A common stock | | | | (147,000,000) | | | | | (140,164,539) | | | | | (147,000,000) | | | | | (140,164,539) | | | | | | (147,000,000) | | | | | (140,252,514) | | | | | (147,000,000) | | | | | (140,252,514) | | | ||||||||
Issuance of New FEI Class A common stock in exchange of FAST common stock | | | | 147,000,000 | | | | | 140,164,539 | | | | | 147,000,000 | | | | | 140,164,539 | | | | | | 147,000,000 | | | | | 140,252,514 | | | | | 147,000,000 | | | | | 140,252,514 | | | ||||||||
Issuance of New FEI Class B common stock in connection with business combination | | | | 416,158,833 | | | | | 416,158,833 | | | | | 416,158,833 | | | | | 416,158,833 | | | | | | 447,532,004 | | | | | 447,532,004 | | | | | 447,532,004 | | | | | 447,532,004 | | | ||||||||
Pro forma weighted average shares outstanding — basic and diluted | | | | 563,158,833 | | | | | 556,323,372 | | | | | 563,158,833 | | | | | 556,323,372 | | | | | | 594,532,004 | | | | | 587,784,518 | | | | | 594,532,004 | | | | | 587,784,518 | | |
Name | | | Age | | | Position | |
Sandy Beall | | | 71 | | | Chief Executive Officer and Director | |
Garrett Schreiber | | | 31 | | | Co-Chief Executive Officer | |
Todd Higgins | | | 49 | | | Chief Financial Officer | |
Kimberly Grant | | | 50 | | | Chief Operating Officer | |
Kevin Reddy | | | 63 | | | Chairman | |
Ramin Arani | | | 51 | | | Director | |
Sanjay Chadda | | | 45 | | | Director | |
Alice Elliot | | | 65 | | | Director | |
Steve Kassin | | | 36 | | | Director | |
Michael Lastoria | | | 41 | | | Director | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | | |
Chart House | | | Seafood / Steak | | | Upscale | | | | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | | |
BR Guest | | | Broad menu | | | Casual | | | | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | Twelve Months Ended March 31, 2021 | | | Twelve Months Ended June 30, 2021 | | ||||||||||||||||||||
Segment | | Unit Count | | Revenue | | | Unit Count | | Revenue | | ||||||||||||||||
Casual Dining | | | | 301 | | | | $ | 728,246 | | | | | | 300 | | | | $ | 928,161 | | | ||||
Upscale Dining | | | | 173 | | | | $ | 580,061 | | | | | | 170 | | | | $ | 771,956 | | | ||||
Casinos | | | | 5 | | | | $ | 644,102 | | | | | | 5 | | | | $ | 848,941 | | | ||||
Online Gaming | | | | 1 | | | | $ | 100,526 | | | | | | 1 | | | | $ | 107,397 | | | ||||
Corporate and other | | | | 6 | | | | $ | 123,801 | | | | | | 6 | | | | $ | 171,597 | | |
| | Year End December 31, | | | Year End December 31, | | ||||||||||||||||||||||||||||||||
| | 2020 | | 2019 | | 2018 | | | 2020 | | 2019 | | 2018 | | ||||||||||||||||||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Revenues | | | | 100.0% | | | | | 100.0% | | | | | 100.0% | | | | | | 100.0% | | | | | 100.0% | | | | | 100.0% | | | ||||||
Cost of revenues | | | | 26.9% | | | | | 25.7% | | | | | 25.6% | | | | | | 26.9% | | | | | 25.7% | | | | | 25.6% | | | ||||||
Labor | | | | 27.8% | | | | | 29.9% | | | | | 30.0% | | | | | | 27.8% | | | | | 29.9% | | | | | 30.0% | | | ||||||
Other operating expenses(1) | | | | 32.9% | | | | | 25.4% | | | | | 25.6% | | | | | | 32.9% | | | | | 25.4% | | | | | 25.6% | | | ||||||
Unit level profit(1) | | | | 12.4% | | | | | 19.0% | | | | | 18.8% | | | | | | 12.4% | | | | | 19.0% | | | | | 18.8% | | | ||||||
Gaming: | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Revenues | | | | 100.0% | | | | | 100.0% | | | | | 100.0% | | | ||||||||||||||||||||||
Casino costs | | | | 27.6% | | | | | 26.8% | | | | | 27.4% | | | ||||||||||||||||||||||
Rooms costs | | | | 5.0% | | | | | 6.0% | | | | | 5.9% | | | ||||||||||||||||||||||
Food and beverage costs | | | | 11.2% | | | | | 16.3% | | | | | 16.5% | | | ||||||||||||||||||||||
Other operating expenses(1) | | | | 23.9% | | | | | 21.0% | | | | | 21.3% | | | ||||||||||||||||||||||
Unit level profit(1) | | | | 32.3% | | | | | 29.9% | | | | | 28.9% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | Three Months Ended March 31, | | | Six Months Ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | ||||
Revenues | | | | 100.0% | | | | | 100.0% | | | | | | 100.0% | | | | | 100.0% | | | ||||
Cost of revenues | | | | 26.0% | | | | | 26.9% | | | | | | 26.1% | | | | | 27.7% | | | ||||
Labor | | | | 24.3% | | | | | 32.6% | | | | | | 23.7% | | | | | 31.4% | | | ||||
Other operating expenses(1) | | | | 26.9% | | | | | 30.0% | | | | | | 24.4% | | | | | 35.9% | | | ||||
Unit level profit(1) | | | | 22.8% | | | | | 10.5% | | | | | | 25.8% | | | | | 5.0% | | | ||||
Gaming: | | | | | | | | | | | | | | | | | | | | | | | ||||
Revenues | | | | 100.0% | | | | | 100.0% | | | | | | 100.0% | | | | | 100.0% | | | ||||
Casino costs | | | | 28.0% | | | | | 29.3% | | | | | | 24.7% | | | | | 28.8% | | | ||||
Rooms costs | | | | 3.8% | | | | | 6.5% | | | | | | 3.8% | | | | | 5.7% | | | ||||
Food and beverage costs | | | | 8.9% | | | | | 16.8% | | | | | | 9.3% | | | | | 13.9% | | | ||||
Other operating expenses(1) | | | | 25.0% | | | | | 23.0% | | | | | | 23.0% | | | | | 27.3% | | | ||||
Unit level profit(1) | | | | 34.3% | | | | | 24.4% | | | | | | 39.2% | | | | | 24.3% | | |
| | Three months ended March 31, | | | Six months ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | ||||
Operating activities | | | $ | 101,789 | | | | $ | (94,790) | | | | | $ | 279,145 | | | | $ | (92,902) | | | ||||
Investing activities | | | | (11,645) | | | | | (19,512) | | | | | | (23,449) | | | | | (59,679) | | | ||||
Financing activities | | | | 67,082 | | | | | 198,925 | | | | | | (84,191) | | | | | 460,041 | | | ||||
Effect of exchange rate changes on cash | | | | (264) | | | | | (69) | | | | | | (495) | | | | | (57) | | | ||||
Net increase in cash, cash equivalents and restricted cash | | | $ | 156,962 | | | | $ | 84,554 | | | | | $ | 171,010 | | | | $ | 307,403 | | |
| | Year Ended December 31, | | | | Year Ended December 31, | | |||||||||||||||||||||||||||||||
| | 2020 | | 2019 | | 2018 | | | 2020 | | 2019 | | 2018 | | ||||||||||||||||||||||||
Net cash provided by (used in): | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Operating activities | | | $ | 89,292 | | | | $ | 387,890 | | | | $ | 419,263 | | | ||||||||||||||||||||||
Net cash provided by (used in): Operating activities | | | $ | 89,292 | | | | $ | 387,890 | | | | $ | 419,263 | | | ||||||||||||||||||||||
Investing activities | | | | (119,209) | | | | | (570,201) | | | | | (168,254) | | | | | | (119,209) | | | | | (570,201) | | | | | (168,254) | | | ||||||
Financing activities | | | | 345,260 | | | | | 208,584 | | | | | (229,526) | | | | | | 345,260 | | | | | 208,584 | | | | | (229,526) | | | ||||||
Effect of exchange rate changes on cash | | | | (224) | | | | | (234) | | | | | 186 | | | | | | (224) | | | | | (234) | | | | | 186 | | | ||||||
Net increase in cash, cash equivalents and restricted cash | | | $ | 315,119 | | | | $ | 26,039 | | | | $ | 21,669 | | | | | $ | 315,119 | | | | $ | 26,039 | | | | $ | 21,669 | | |
| | Goodwill Sensitivity | | Trademark Sensitivity | | |||||||||||||||||||||||||||||||||||||||||||||
Goodwill Sensitivity | Goodwill Sensitivity | | Trademark Sensitivity | | ||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | | Amount by Which Fair Value Exceeded Carrying Value | | Impact to Fair Value from a 1% Increase in Discount Rate | | Amount by Which Fair Value Exceeded Carrying Value | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | Impact to Fair Value from a 1% Increase in Discount Rate | | Amount by Which Fair Value Exceeded Carrying Value | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||||||||||||||||||||||
Del Frisco’s | | | $ | 48,569 | | | | $ | (20,604) | | | | $ | 1,447 | | | | $ | (5,094) | | | | | $ | 48,569 | | | | $ | (20,604) | | | | $ | 1,447 | | | | $ | (5,094) | | | ||||||||
Mastro’s | | | | 156,506 | | | | | (25,813) | | | | | 12,320 | | | | | (4,694) | | | | | | 156,506 | | | | | (25,813) | | | | | 12,320 | | | | | (4,694) | | | ||||||||
McCormick & Schmick’s(1) | | | | 87,686 | | | | | (9,236) | | | | | — | | | | | (314) | | | | | | 87,686 | | | | | (9,236) | | | | | — | | | | | (314) | | | ||||||||
Morton’s | | | | 230,786 | | | | | (22,164) | | | | | — | | | | | (1,828) | | | | | | 230,786 | | | | | (22,164) | | | | | — | | | | | (1,828) | | | ||||||||
Bubba Gump(2) | | | | 235,837 | | | | | (19,424) | | | | | — | | | | | — | | | | | | 235,837 | | | | | (19,424) | | | | | — | | | | | — | | | ||||||||
The Palm | | | | — | | | | | — | | | | | 310 | | | | | (2,300) | | | | | | — | | | | | — | | | | | 310 | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | Before the Business Combiantion | | After the Business Combiantion | | | Before the Business Combination | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | Assuming No Redemption | | Assuming Redemption of 6,835,461 shares of Company Class A common stock | | | | | | | | | | | | | | | | | | Assuming No Redemption | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | New FEI Class A common stock | | New FEI Class B common stock | | New FEI Class A common stock | | New FEI Class B common stock | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | New FEI Class B common stock | | New FEI Class A common stock | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Number of shares of common stock | | % | | % of Total Voting Power** | | Number of shares | | % of Total New FEI Class A common stock | | Number of shares | | % of Total New FEI Class B common stock | | % of Total Voting Power** | | Number of shares | | % of Total New FEI Class A common stock | | Number of shares | | % of Total New FEI Class B common stock | | % of Total Voting Power** | | | Number of shares of common stock | | % | | % of Total Voting Power** | | Number of shares | | % of Total New FEI Class A common stock | | Number of shares | | % of Total New FEI Class B common stock | | % of Total Voting Power** | | Number of shares | | % of Total New FEI Class A common stock | | Number of shares | | % of Total New FEI Class B common stock | | % of Total Voting Power** | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Garrett Schreiber | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Todd Higgins | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Kimberly Grant | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Kevin Reddy | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Ramin Arani | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Sanjay Chadda | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Alice Elliot | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Steve Kassin | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Michael Lastoria | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
All officers and directors as a group (ten individuals) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||
FAST Sponsor, LLC (3) | | | | 5,000,000(2) | | | | | 20.0 | | | | | 20.0 | | | | | 3,000,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 3,000,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | | 5,000,000(2) | | | | | 20.0 | | | | | 20.0 | | | | | 3,000,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 3,000,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||||||||||||||||||
Sculptor Capial LP(4) | | | | 1,737,700 | | | | | 6.9 | | | | | — | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | | 1,737,700 | | | | | 6.9 | | | | | — | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||||||||||||||||||
Scopus Capital, Inc.(5) | | | | 1,250,000 | | | | | 5.0 | | | | | — | | | | | 1,250,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 1,250,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | | 1,250,000 | | | | | 5.0 | | | | | — | | | | | 1,250,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 1,250,000 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||||||||||||||||||
Chatham Asset Management, LLC (6) | | | | 3,574,862 | | | | | 13.5 | | | | | — | | | | | 52,545,062 | | | | | 3.6 | | | | | — | | | | | — | | | | | * | | | | | 52,545,062 | | | | | 3.7 | | | | | — | | | | | — | | | | | * | | | | | | 3,574,862 | | | | | 13.5 | | | | | — | | | | | 52,545,062 | | | | | 3.6 | | | | | — | | | | | — | | | | | * | | | | | 52,545,062 | | | | | 3.7 | | | | | — | | | | | — | | | | | * | | | ||||||||||||||||||||||||||
Eagle Asset Management, Inc. (7) | | | | 2,593,758 | | | | | 10.4 | | | | | — | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | | 2,593,758 | | | | | 10.4 | | | | | — | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | 1,737,700 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||||||||||||||||||
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||
Tilman J. Fertitta(8) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 416,158,833 | | | | | 100.0% | | | | | 96.7% | | | | | — | | | | | — | | | | | 416,158,833 | | | | | 100% | | | | | 96.9% | | | | | | — | | | | | — | | | | | — | | | | | 5,606,656 | | | | | 3.8% | | | | | 447,532,004 | | | | | 100.0% | | | | | 96.9% | | | | | 5,606,656 | | | | | 4.0% | | | | | 447,532,004 | | | | | 100% | | | | | 97.1% | | | ||||||||||||||||||||||||||
Richard H. Liem | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Steven L. Scheinthal | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Michael S. Chadwick | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
G. Michael Stevens | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
Scott Kelly | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||
All officers and directors as a group (eight individuals) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 416,158,833 | | | | | 100.0% | | | | | 96.7% | | | | | — | | | | | — | | | | | 416,158,833 | | | | | 100% | | | | | 96.9% | | | | | | — | | | | | — | | | | | — | | | | | 5,606,656 | | | | | 3.8% | | | | | 447,532,004 | | | | | 100.0% | | | | | 96.9% | | | | | 5,606,656 | | | | | 4.0% | | | | | 447,532,004 | | | | | 100% | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
| Advisory Charter Proposal | | | Current Charter | | | Proposed Charter | |
| Advisory Charter Proposal A — Changes in Share Capital | | | The Current Charter authorizes FAST to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. | | | The Proposed Charter would authorize New FEI to issue shares of capital stock, consisting of (i) shares of New FEI Class A common stock, par value $0.0001 per share, (ii) shares of New FEI Class B common stock, par value $0.0001 per share, and (iii) shares of preferred stock, par value $0.0001 per share. | |
| Advisory Charter Proposal B — Voting Rights of Common Stock | | | The Current Charter provides that each share of FAST Class A common stock and FAST Class B common stock is entitled to one vote per share on each matter properly submitted to FAST’s stockholders entitled to vote. | | | The Proposed Charter provides holders of shares of New FEI Class A common stock will be entitled to cast one vote per share of New FEI Class A common stock and holders of shares of New FEI Class B common stock will be entitled to cast ten (10) votes per share of New FEI Class B common stock on each matter properly submitted to New FEI’s stockholders entitled to vote. | |
| Advisory Charter Proposal C — Declassification of the New FEI Board | | | The Current Charter provides that the FAST board of directors has three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. | | | The Proposed Charter provides that each member of the board of directors of New FEI will be elected at each annual meeting of stockholders (or special meeting in lieu thereof). | |
| Advisory Charter Proposal D — Fixing the Number of Directors | | | The Current Charter provides that the FAST board of directors has no fixed number of directors. | | | The board of directors of New FEI will be comprised of not less than three (3) and not more than eight (8) directors. | |
| Advisory Charter Proposal E — Forum Selection | | | The Current Charter provides that the Court of Chancery of the State | | | The Proposed Charter provides that, unless New FEI consents in writing to | |
| Advisory Charter Proposal | | | Current Charter | | | Proposed Charter | |
| | | | of Delaware will be the sole and exclusive forum for certain actions and claims. | | | the selection of an alternative forum, the Southern District of Texas in the State of Texas shall be the sole and exclusive forum for certain actions and claims. | |
| Advisory Charter Proposal F — Distribution of Equity Interests of Split-Co | | | The Current Charter provides that the holders of shares of FAST common stock are entitled to receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by the FAST Board from time to time out of any assets or funds of FAST legally available therefor and shall share equally on a per share basis in such dividends and distributions. | | | The Proposed Charter will expressly provide that the Company may declare and make a special distribution to the shares of New FEI Class B common stock held by Mr. Fertititta of 100% of the equity interests of Splitco. | |
| Advisory Charter Proposal G — Required Vote to Amend the Charter | | | The Current Charter only requires certain charter amendments to be approved by stockholders in accordance with Delaware law. | | | The Proposed Charter provides that amendments to certain provisions of the Proposed Charter relating to the rights of Class A and Class B common stock will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class, while the Company is under the control of Tilman J. Fertitta and (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, from and after the time that the Corporation ceases to be under the control of Tilman J. Fertitta. | |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |||||||||
Equity compensation plans approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| | | Scenario 1 | | | Scenario 2 | | ||||||||||||||||||
| | | Assuming no redemption | | | Assuming maximum redemption(2) | | ||||||||||||||||||
Equity Capitalization Summary | | | Shares | | | % | | | Shares | | | % | | ||||||||||||
FAST Public Stockholders | | | | | 20,000,000 | | | | | | 3.4% | | | | | | 13,252,514 | | | | | | 2.3% | | |
FAST Sponsor | | | | | 3,000,000 | | | | | | 0.5% | | | | | | 3,000,000 | | | | | | 0.5% | | |
PIPE Investors(3) | | | | | 124,000,000 | | | | | | 20.8% | | | | | | 124,000,000 | | | | | | 21.1% | | |
Total New FEI Class A common stock | | | | | 147,000,000 | | | | | | 24.7% | | | | | | 140,252,514 | | | | | | 23.9% | | |
New FEI Class B common stock issued in connection with business combination(1) | | | | | 447,532,004 | | | | | | 75.3% | | | | | | 447,532,004 | | | | | | 76.1% | | |
Total New FEI common stock | | | | | 594,532,004 | | | | | | 100.0% | | | | | | 587,784,518 | | | | | | 100.0% | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | | Pro Forma Combined (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | |||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 568,614 | | | | | $ | 358 | | | | | $ | 199,994 | | | | | | a | | | | | $ | (1,985) | | | | | $ | 676,031 | | | | | $ | (67,475) | | | | | | i | | | | | $ | 608,556 | | |
| | | | | | | | | | | | | | | | | — | | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (72,121) | | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (7,000) | | | | | | e | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (11,829) | | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash | | | | | 58,063 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 58,063 | | | | | | — | | | | | | | | | | | | 58,063 | | |
Accounts receivable – trade and other, net | | | | | 66,782 | | | | | | — | | | | | | — | | | | | | | | | | | | (333) | | | | | | 66,449 | | | | | | — | | | | | | | | | | | | 66,449 | | |
Income taxes receivable | | | | | 40,967 | | | | | | | | | | | | | | | | | | | | | | | | (40,967) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Inventories | | | | | 92,662 | | | | | | — | | | | | | — | | | | | | | | | | | | (6,359) | | | | | | 86,303 | | | | | | — | | | | | | | | | | | | 86,303 | | |
Other current assets | | | | | 21,704 | | | | | | 264 | | | | | | (30) | | | | | | d | | | | | | (90) | | | | | | 21,848 | | | | | | — | | | | | | | | | | | | 21,848 | | |
Total current assets | | | | | 848,792 | | | | | | 622 | | | | | | 109,014 | | | | | | | | | | | | (49,734) | | | | | | 908,694 | | | | | | (67,475) | | | | | | | | | | | | 841,219 | | |
Property, plant and equipment, net | | | | | 2,230,116 | | | | | | — | | | | | | — | | | | | | | | | | | | (146,798) | | | | | | 2,083,318 | | | | | | — | | | | | | | | | | | | 2,083,318 | | |
Operating lease right of use assets, net | | | | | 887,062 | | | | | | — | | | | | | — | | | | | | | | | | | | (3,681) | | | | | | 883,381 | | | | | | — | | | | | | | | | | | | 883,381 | | |
Investment in affiliates and joint ventures | | | | | 27,926 | | | | | | — | | | | | | — | | | | | | | | | | | | (17,000) | | | | | | 10,926 | | | | | | — | | | | | | | | | | | | 10,926 | | |
Accounts and notes receivable, affiliates | | | | | 107,958 | | | | | | — | | | | | | — | | | | | | | | | | | | (107,529) | | | | | | 429 | | | | | | — | | | | | | | | | | | | 429 | | |
Intangible assets, net | | | | | 760,831 | | | | | | — | | | | | | — | | | | | | | | | | | | (199) | | | | | | 760,632 | | | | | | — | | | | | | | | | | | | 760,632 | | |
Long-term deferred tax assets | | | | | 140,957 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 140,957 | | | | | | — | | | | | | | | | | | | 140,957 | | |
Other assets, net | | | | | 89,293 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 89,293 | | | | | | — | | | | | | | | | | | | 89,293 | | |
Investments held in Trust Account | | | | | — | | | | | | 199,994 | | | | | | (199,994) | | | | | | a | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total assets | | | | $ | 5,092,935 | | | | | $ | 200,616 | | | | | $ | (90,980) | | | | | | | | | | | $ | (324,941) | | | | | $ | 4,877,630 | | | | | $ | (67,475) | | | | | | | | | | | $ | 4,810,155 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | | | 165,900 | | | | | | 80 | | | | | | (80) | | | | | | d | | | | | | (2,706) | | | | | | 163,194 | | | | | | — | | | | | | | | | | | | 163,194 | | |
Accrued liabilities | | | | | 672,752 | | | | | | 1,876 | | | | | | (5,945) | | | | | | d | | | | | | (1,858) | | | | | | 654,996 | | | | | | — | | | | | | | | | | | | 654,996 | | |
| | | | | | | | | | | | | | | | | (11,829) | | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | | | | 29,674 | | | | | | — | | | | | | (7,503) | | | | | | b | | | | | | (110) | | | | | | 22,061 | | | | | | — | | | | | | | | | | | | 22,061 | | |
Operating lease liabilities | | | | | 114,067 | | | | | | — | | | | | | — | | | | | | | | | | | | (1,504) | | | | | | 112,563 | | | | | | — | | | | | | | | | | | | 112,563 | | |
Total current liabilities | | | | | 982,393 | | | | | | 1,956 | | | | | | (25,357) | | | | | | | | | | | | (6,178) | | | | | | 952,814 | | | | | | — | | | | | | | | | | | | 952,814 | | |
Long-term debt, net of current portion | | | | | 4,603,853 | | | | | | — | | | | | | (1,219,489) | | | | | | b | | | | | | (3,095) | | | | | | 3,381,269 | | | | | | — | | | | | | | | | | | | 3,381,269 | | |
Warrant derivative liabilities | | | | | 43,066 | | | | | | 48,940 | | | | | | — | | | | | | | | | | | | — | | | | | | 92,006 | | | | | | — | | | | | | | | | | | | 92,006 | | |
Finance lease obligations | | | | | 20,675 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 20,675 | | | | | | — | | | | | | | | | | | | 20,675 | | |
Noncurrent operating lease liabilities | | | | | 882,664 | | | | | | — | | | | | | — | | | | | | | | | | | | (2,197) | | | | | | 880,467 | | | | | | — | | | | | | | | | | | | 880,467 | | |
Deferred tax liabilities | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other noncurrent liabilities | | | | | 84,146 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 84,146 | | | | | | — | | | | | | | | | | | | 84,146 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | — | | | | | | 7,000 | | | | | | (7,000) | | | | | | e | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total liabilities | | | | $ | 6,616,797 | | | | | $ | 57,896 | | | | | $ | (1,251,846) | | | | | | | | | | | $ | (11,470) | | | | | $ | 5,411,377 | | | | | $ | — | | | | | | | | | | | $ | 5,411,377 | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | | Pro Forma Combined (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | |||||||||||||||||||||
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interest | | | | | 2,858 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | | | | | | | 2,858 | | |
Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | | | | | | | 137,720 | | | | | | (137,720) | | | | | | f | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | | | — | | | | | | — | | | | | | — | | | | | | h | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital | | | | | 693,328 | | | | | | 44,251 | | | | | | 1,239,988 | | | | | | b | | | | | | — | | | | | | 2,009,862 | | | | | | (67,474) | | | | | | i | | | | | | 1,942,388 | | |
| | | | | | | | | | | | | | | | | (66,126) | | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | — | | | | | | h | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 137,719 | | | | | | f | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (39,298) | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit | | | | | (1,802,099) | | | | | | (39,253) | | | | | | 39,253 | | | | | | g | | | | | | (313,471) | | | | | | (2,128,578) | | | | | | — | | | | | | | | | | | | (2,128,578) | | |
| | | | | | | | | | | | | | | | | (13,008) | | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive loss | | | | | (4,104) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (4,104) | | | | | | — | | | | | | | | | | | | (4,104) | | |
Class A common stock | | | | | — | | | | | | 1 | | | | | | 12 | | | | | | b | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (13) | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B common stock | | | | | — | | | | | | 1 | | | | | | — | | | | | | h | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (1) | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New FEI class A common stock | | | | | — | | | | | | — | | | | | | 1 | | | | | | f | | | | | | — | | | | | | 15 | | | | | | (1) | | | | | | i | | | | | | 14 | | |
| | | | | | | | | | | | | | | | | 14 | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New FEI class B common stock | | | | | — | | | | | | — | | | | | | 45 | | | | | | g | | | | | | — | | | | | | 45 | | | | | | | | | | | | | | | | | | 45 | | |
Total equity (deficit) attributable to the Company | | | | | (1,112,875) | | | | | | 5,000 | | | | | | 1,298,586 | | | | | | | | | | | | (313,471) | | | | | | (122,760) | | | | | | (67,475) | | | | | | | | | | | | (190,235) | | |
Noncontrolling interests | | | | | (413,845) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (413,845) | | | | | | — | | | | | | | | | | | | (413,845) | | |
Total stockholders’ equity (deficit) | | | | | (1,526,720) | | | | | | 5,000 | | | | | | 1,298,586 | | | | | | | | | | | | (313,471) | | | | | | (536,605) | | | | | | (67,475) | | | | | | | | | | | | (604,080) | | |
Total liabilities and equity (deficit) | | | | $ | 5,092,935 | | | | | $ | 200,616 | | | | | $ | (90,980) | | | | | | | | | | | $ | (324,941) | | | | | $ | 4,877,630 | | | | | $ | (67,475) | | | | | | | | | | | $ | 4,810,155 | | |
|
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | Pro Forma Combined (Assuming Max Redemptions) | | ||||||||||||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,092,180 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | $ | 1,092,180 | | | | | | — | | | | | $ | 1,092,180 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 325,266 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 325,266 | | | | | | — | | | | | | 325,266 | | |
Rooms | | | | | 73,550 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 73,550 | | | | | | — | | | | | | 73,550 | | |
Food and beverage | | | | | 91,389 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 91,389 | | | | | | — | | | | | | 91,389 | | |
Other | | | | | 51,491 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 51,491 | | | | | | — | | | | | | 51,491 | | |
Net gaming revenue | | | | | 541,696 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 541,696 | | | | | | — | | | | | | 541,696 | | |
Total revenue | | | | | 1,633,876 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 1,633,876 | | | | | | — | | | | | | 1,633,876 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 285,334 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 285,334 | | | | | | — | | | | | | 285,334 | | |
Labor | | | | | 258,596 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 258,596 | | | | | | — | | | | | | 258,596 | | |
Other operating expenses | | | | | 266,892 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 266,892 | | | | | | — | | | | | | 266,892 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 133,920 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 133,920 | | | | | | — | | | | | | 133,920 | | |
Rooms | | | | | 20,586 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 20,586 | | | | | | — | | | | | | 20,586 | | |
Food and beverage | | | | | 50,602 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 50,602 | | | | | | — | | | | | | 50,602 | | |
Other | | | | | 124,388 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 124,388 | | | | | | — | | | | | | 124,388 | | |
General and administrative expense | | | | | 73,750 | | | | | | 2,431 | | | | | | — | | | | | | | | | | | | — | | | | | | 76,181 | | | | | | — | | | | | | 76,181 | | |
Administrative expenses – related party | | | | | — | | | | | | 90 | | | | | | (90) | | | | | | d | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization | | | | | 99,223 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 99,223 | | | | | | — | | | | | | 99,223 | | |
Asset impairment expense | | | | | 2,424 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,424 | | | | | | | | | | | | 2,424 | | |
Gain on disposal of assets | | | | | (21,600) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (21,600) | | | | | | — | | | | | | (21,600) | | |
Pre-opening expenses | | | | | (139) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (139) | | | | | | — | | | | | | (139) | | |
Total operating expense | | | | | 1,293,986 | | | | | | 2,521 | | | | | | (90) | | | | | | | | | | | | — | | | | | | 1,296,417 | | | | | | — | | | | | | 1,296,417 | | |
Income (loss) from operations | | | | | 339,890 | | | | | | (2,521) | | | | | | 90 | | | | | | | | | | | | — | | | | | | 337,459 | | | | | | — | | | | | | 337,459 | | |
Interest expense, net | | | | | 138,533 | | | | | | — | | | | | | (34,920) | | | | | | a | | | | | | — | | | | | | 103,613 | | | | | | — | | | | | | 103,613 | | |
(Gain) loss on warrant derivatives | | | | | (89,975) | | | | | | 20,620 | | | | | | — | | | | | | | | | | | | — | | | | | | (69,355) | | | | | | — | | | | | | (69,355) | | |
Other income, net | | | | | (3,742) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (3,742) | | | | | | — | | | | | | (3,742) | | |
Net gain from investments held in Trust Account | | | | | — | | | | | | (22) | | | | | | 22 | | | | | | b | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Income (loss) before income tax | | | | | 295,074 | | | | | | (23,119) | | | | | | 34,988 | | | | | | | | | | | | — | | | | | | 306,943 | | | | | | — | | | | | | 306,943 | | |
Provision for income taxes | | | | | 43,732 | | | | | | — | | | | | | 8,747 | | | | | | c | | | | | | — | | | | | | 52,479 | | | | | | — | | | | | | 52.479 | | |
Net income (loss) | | | | | 251,342 | | | | | | (23,119) | | | | | | 26,241 | | | | | | | | | | | | — | | | | | | 254,464 | | | | | | — | | | | | | 254,464 | | |
Net income attributable to noncontrolling interests | | | | | 80,997 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 80,997 | | | | | | — | | | | | | 80,997 | | |
Net income (loss) attributable to the Company | | | | $ | 170,345 | | | | | $ | (23,119) | | | | | $ | 26,241 | | | | | | | | | | | | — | | | | | $ | 173,467 | | | | | | — | | | | | $ | 173,467 | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | ||||||||||||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,543,946 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | $ | 1,543,946 | | | | | | — | | | | | $ | 1,543,946 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 452,502 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 452,502 | | | | | | — | | | | | | 452,502 | | |
Rooms | | | | | 104,313 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 104,313 | | | | | | — | | | | | | 104,313 | | |
Food and beverage | | | | | 131,302 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 131,302 | | | | | | — | | | | | | 131,302 | | |
Other | | | | | 58,341 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 58,341 | | | | | | — | | | | | | 58,341 | | |
Net gaming revenue | | | | | 746,458 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 746,458 | | | | | | — | | | | | | 746,458 | | |
Total revenue | | | | | 2,290,404 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 2,290,404 | | | | | | — | | | | | | 2,290,404 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 415,313 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 415,313 | | | | | | — | | | | | | 415,313 | | |
Labor | | | | | 428,467 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 428,467 | | | | | | — | | | | | | 428,467 | | |
Other operating expenses | | | | | 508,527 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 508,527 | | | | | | — | | | | | | 508,527 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 205,803 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 205,803 | | | | | | — | | | | | | 205,803 | | |
Rooms | | | | | 36,951 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 36,951 | | | | | | — | | | | | | 36,951 | | |
Food and beverage | | | | | 83,493 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 83,493 | | | | | | — | | | | | | 83,493 | | |
Other | | | | | 178,244 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 178,244 | | | | | | — | | | | | | 178,244 | | |
General and administrative expense | | | | | 142,379 | | | | | | 328 | | | | | | — | | | | | | | | | | | | — | | | | | | 142,707 | | | | | | — | | | | | | 142,707 | | |
Administrative expenses – related party | | | | | — | | | | | | 60 | | | | | | (60) | | | | | | d | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization | | | | | 211,757 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 211,757 | | | | | | — | | | | | | 211,757 | | |
Asset impairment expense | | | | | 105,574 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 105,574 | | | | | | — | | | | | | 105,574 | | |
Loss on disposal of assets | | | | | 8,466 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 8,466 | | | | | | — | | | | | | 8,466 | | |
Pre-opening expenses | | | | | 3,000 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 3,000 | | | | | | — | | | | | | 3,000 | | |
Total operating expense | | | | | 2,327,974 | | | | | | 388 | | | | | | (60) | | | | | | | | | | | | — | | | | | | 2,328,302 | | | | | | — | | | | | | 2,328,302 | | |
Loss from operations | | | | | (37,570) | | | | | | (388) | | | | | | 60 | | | | | | | | | | | | — | | | | | | (37,898) | | | | | | — | | | | | | (37,898) | | |
Interest expense, net | | | | | 301,676 | | | | | | — | | | | | | (77,628) | | | | | | a | | | | | | — | | | | | | 224,048 | | | | | | — | | | | | | 224,048 | | |
(Gain) loss on warrant derivatives | | | | | (39,586) | | | | | | 15,340 | | | | | | — | | | | | | | | | | | | — | | | | | | (24,246) | | | | | | — | | | | | | (24,246) | | |
Other expense, net | | | | | 18,233 | | | | | | 474 | | | | | | — | | | | | | | | | | | | — | | | | | | 18,707 | | | | | | — | | | | | | 18,707 | | |
Net gain from investments held in Trust Account | | | | | — | | | | | | (67) | | | | | | 67 | | | | | | b | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loss before income tax | | | | | (317,893) | | | | | | (16,135) | | | | | | 77,621 | | | | | | | | | | | | — | | | | | | (256,407) | | | | | | — | | | | | | (256,407) | | |
Benefit for income taxes | | | | | (106,490) | | | | | | — | | | | | | 19,405 | | | | | | c | | | | | | — | | | | | | (87,085) | | | | | | — | | | | | | (87,085) | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | |||||||||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||
Net loss | | | | | (211,403) | | | | | | (16,135) | | | | | | 58,216 | | | | | | | | | — | | | | | | (169,322) | | | | | | — | | | | | | (169,322) | | |
Net income attributable to noncontrolling interests | | | | | 24,197 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 24,197 | | | | | | — | | | | | | 24,197 | | |
Net loss attributable to the Company | | | | $ | (235,600) | | | | | $ | (16,135) | | | | | $ | 58,216 | | | | | | | | | — | | | | | $ | (193,519) | | | | | | — | | | | | $ | (193,519) | | |
|
| | | For the Six Months Ended June 30, 2021 | | | For the Year Ended December 31, 2020 | | ||||||||||||||||||
(in thousands, except share and per share data) | | | Scenario 1 Assuming no redemption | | | Scenario 2 Assuming maximum redemption | | | Scenario 1 Assuming no redemption | | | Scenario 2 Assuming maximum redemption | | ||||||||||||
Pro forma net income (loss) | | | | $ | 173,467 | | | | | $ | 173,467 | | | | | $ | (193,519) | | | | | $ | (193,519) | | |
Pro forma Weighted average shares outstanding — basic and diluted | | | | | 594,532,004 | | | | | | 587,784,518 | | | | | | 594,532,004 | | | | | | 587,784,518 | | |
Pro forma net income (loss) per share — basic and diluted | | | | $ | 0.29 | | | | | $ | 0.30 | | | | | $ | (0.33) | | | | | $ | (0.33) | | |
Pro forma weighted average shares calculation — basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | |
FEI weighted average shares outstanding | | | | | 1,000 | | | | | | 1,000 | | | | | | 1,000 | | | | | | 1,000 | | |
FAST weighted average public shares outstanding | | | | | 11,227,973 | | | | | | 11,227,973 | | | | | | 11,227,973 | | | | | | 11,227,973 | | |
FAST common stock subject to redemption reclassified to equity | | | | | 13,772,027 | | | | | | 7,024,541 | | | | | | 13,772,027 | | | | | | 7,024,541 | | |
FAST Sponsors forfeit founder shares | | | | | (2,000,000) | | | | | | (2,000,000) | | | | | | (2,000,000) | | | | | | (2,000,000) | | |
Issuance of FAST common stock in connection with closing of the PIPE transaction | | | | | 124,000,000 | | | | | | 124,000,000 | | | | | | 124,000,000 | | | | | | 124,000,000 | | |
Retirement of FEI common stock in connection with business combination | | | | | (1,000) | | | | | | (1,000) | | | | | | (1,000) | | | | | | (1,000) | | |
Cancellation of FAST common stock in exchange of New FEI Class A common stock | | | | | (147,000,000) | | | | | | (140,252,514) | | | | | | (147,000,000) | | | | | | (140,252,514) | | |
Issuance of New FEI Class A common stock in exchange of FAST common stock | | | | | 147,000,000 | | | | | | 140,252,514 | | | | | | 147,000,000 | | | | | | 140,252,514 | | |
Issuance of New FEI Class B common stock in connection with business combination | | | | | 447,532,004 | | | | | | 447,532,004 | | | | | | 447,532,004 | | | | | | 447,532,004 | | |
Pro forma weighted average shares outstanding — basic and diluted | | | | | 594,532,004 | | | | | | 587,784,518 | | | | | | 594,532,004 | | | | | | 587,784,518 | | |
Name | | | Age | | | Position | |
Sandy Beall | | | 71 | | | Chief Executive Officer and Director | |
Garrett Schreiber | | | 31 | | | Co-Chief Executive Officer | |
Todd Higgins | | | 49 | | | Chief Financial Officer | |
Kimberly Grant | | | 50 | | | Chief Operating Officer | |
Kevin Reddy | | | 63 | | | Chairman | |
Ramin Arani | | | 51 | | | Director | |
Sanjay Chadda | | | 45 | | | Director | |
Alice Elliot | | | 65 | | | Director | |
Steve Kassin | | | 36 | | | Director | |
Michael Lastoria | | | 41 | | | Director | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | 59 | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | 38 | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | 24 | |
Chart House | | | Seafood / Steak | | | Upscale | | | 21 | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | 15 | |
BR Guest | | | Broad menu | | | Casual | | | 12 | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | | Twelve Months Ended June 30, 2021 | | |||||||||
Segment | | | Unit Count | | | Revenue | | ||||||
Casual Dining | | | | | 300 | | | | | $ | 928,161 | | |
Upscale Dining | | | | | 170 | | | | | $ | 771,956 | | |
Casinos | | | | | 5 | | | | | $ | 848,941 | | |
Online Gaming | | | | | 1 | | | | | $ | 107,397 | | |
Corporate and other | | | | | 6 | | | | | $ | 171,597 | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.9% | | | | | | 25.7% | | | | | | 25.6% | | |
Labor | | | | | 27.8% | | | | | | 29.9% | | | | | | 30.0% | | |
Other operating expenses(1) | | | | | 32.9% | | | | | | 25.4% | | | | | | 25.6% | | |
Unit level profit(1) | | | | | 12.4% | | | | | | 19.0% | | | | | | 18.8% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Restaurant and hospitality: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.1% | | | | | | 27.7% | | |
Labor | | | | | 23.7% | | | | | | 31.4% | | |
Other operating expenses(1) | | | | | 24.4% | | | | | | 35.9% | | |
Unit level profit(1) | | | | | 25.8% | | | | | | 5.0% | | |
Gaming: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 24.7% | | | | | | 28.8% | | |
Rooms costs | | | | | 3.8% | | | | | | 5.7% | | |
Food and beverage costs | | | | | 9.3% | | | | | | 13.9% | | |
Other operating expenses(1) | | | | | 23.0% | | | | | | 27.3% | | |
Unit level profit(1) | | | | | 39.2% | | | | | | 24.3% | | |
| | | Six months ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Net cash provided by (used in): | | | | | | | | | | | | | |
Operating activities | | | | $ | 279,145 | | | | | $ | (92,902) | | |
Investing activities | | | | | (23,449) | | | | | | (59,679) | | |
Financing activities | | | | | (84,191) | | | | | | 460,041 | | |
Effect of exchange rate changes on cash | | | | | (495) | | | | | | (57) | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 171,010 | | | | | $ | 307,403 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net cash provided by (used in): Operating activities | | | | $ | 89,292 | | | | | $ | 387,890 | | | | | $ | 419,263 | | |
Investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
Financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
Effect of exchange rate changes on cash | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 315,119 | | | | | $ | 26,039 | | | | | $ | 21,669 | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Advisory Charter Proposal | | | Current Charter | | | Proposed Charter | |
| Advisory Charter Proposal A — Changes in Share Capital | | | The Current Charter authorizes FAST to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. | | | The Proposed Charter would authorize New FEI to issue shares of capital stock, consisting of (i) shares of New FEI Class A common stock, par value $0.0001 per share, (ii) shares of New FEI Class B common stock, par value $0.0001 per share, and (iii) shares of preferred stock, par value $0.0001 per share. | |
| Advisory Charter Proposal B — Voting Rights of Common Stock | | | The Current Charter provides that each share of FAST Class A common stock and FAST Class B common stock is entitled to one vote per share on each matter properly submitted to FAST’s stockholders entitled to vote. | | | The Proposed Charter provides holders of shares of New FEI Class A common stock will be entitled to cast one vote per share of New FEI Class A common stock and holders of shares of New FEI Class B common stock will be entitled to cast ten (10) votes per share of New FEI Class B common stock on each matter properly submitted to New FEI’s stockholders entitled to vote. | |
| Advisory Charter Proposal C — Declassification of the New FEI Board | | | The Current Charter provides that the FAST board of directors has three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. | | | The Proposed Charter provides that each member of the board of directors of New FEI will be elected at each annual meeting of stockholders (or special meeting in lieu thereof). | |
| Advisory Charter Proposal D — Fixing the Number of Directors | | | The Current Charter provides that the FAST board of directors has no fixed number of directors. | | | The board of directors of New FEI will be comprised of not less than three (3) and not more than eight (8) directors. | |
| Advisory Charter Proposal E — Forum Selection | | | The Current Charter provides that the Court of Chancery of the State | | | The Proposed Charter provides that, unless New FEI consents in writing to | |
| Advisory Charter Proposal | | | Current Charter | | | Proposed Charter | |
| | | | of Delaware will be the sole and exclusive forum for certain actions and claims. | | | the selection of an alternative forum, the Southern District of Texas in the State of Texas shall be the sole and exclusive forum for certain actions and claims. | |
| Advisory Charter Proposal F — Distribution of Equity Interests of Split-Co | | | The Current Charter provides that the holders of shares of FAST common stock are entitled to receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by the FAST Board from time to time out of any assets or funds of FAST legally available therefor and shall share equally on a per share basis in such dividends and distributions. | | | The Proposed Charter will expressly provide that the Company may declare and make a special distribution to the shares of New FEI Class B common stock held by Mr. Fertititta of 100% of the equity interests of Splitco. | |
| Advisory Charter Proposal G — Required Vote to Amend the Charter | | | The Current Charter only requires certain charter amendments to be approved by stockholders in accordance with Delaware law. | | | The Proposed Charter provides that amendments to certain provisions of the Proposed Charter relating to the rights of Class A and Class B common stock will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class, while the Company is under the control of Tilman J. Fertitta and (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, from and after the time that the Corporation ceases to be under the control of Tilman J. Fertitta. | |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |||||||||
Equity compensation plans approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| | | Scenario 1 | | | Scenario 2 | | ||||||||||||||||||
| | | Assuming no redemption | | | Assuming maximum redemption(2) | | ||||||||||||||||||
Equity Capitalization Summary | | | Shares | | | % | | | Shares | | | % | | ||||||||||||
FAST Public Stockholders | | | | | 20,000,000 | | | | | | 3.4% | | | | | | 13,252,514 | | | | | | 2.3% | | |
FAST Sponsor | | | | | 3,000,000 | | | | | | 0.5% | | | | | | 3,000,000 | | | | | | 0.5% | | |
PIPE Investors(3) | | | | | 124,000,000 | | | | | | 20.8% | | | | | | 124,000,000 | | | | | | 21.1% | | |
Total New FEI Class A common stock | | | | | 147,000,000 | | | | | | 24.7% | | | | | | 140,252,514 | | | | | | 23.9% | | |
New FEI Class B common stock issued in connection with business combination(1) | | | | | 447,532,004 | | | | | | 75.3% | | | | | | 447,532,004 | | | | | | 76.1% | | |
Total New FEI common stock | | | | | 594,532,004 | | | | | | 100.0% | | | | | | 587,784,518 | | | | | | 100.0% | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | | Pro Forma Combined (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | |||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 568,614 | | | | | $ | 358 | | | | | $ | 199,994 | | | | | | a | | | | | $ | (1,985) | | | | | $ | 676,031 | | | | | $ | (67,475) | | | | | | i | | | | | $ | 608,556 | | |
| | | | | | | | | | | | | | | | | — | | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (72,121) | | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (7,000) | | | | | | e | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (11,829) | | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash | | | | | 58,063 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 58,063 | | | | | | — | | | | | | | | | | | | 58,063 | | |
Accounts receivable – trade and other, net | | | | | 66,782 | | | | | | — | | | | | | — | | | | | | | | | | | | (333) | | | | | | 66,449 | | | | | | — | | | | | | | | | | | | 66,449 | | |
Income taxes receivable | | | | | 40,967 | | | | | | | | | | | | | | | | | | | | | | | | (40,967) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Inventories | | | | | 92,662 | | | | | | — | | | | | | — | | | | | | | | | | | | (6,359) | | | | | | 86,303 | | | | | | — | | | | | | | | | | | | 86,303 | | |
Other current assets | | | | | 21,704 | | | | | | 264 | | | | | | (30) | | | | | | d | | | | | | (90) | | | | | | 21,848 | | | | | | — | | | | | | | | | | | | 21,848 | | |
Total current assets | | | | | 848,792 | | | | | | 622 | | | | | | 109,014 | | | | | | | | | | | | (49,734) | | | | | | 908,694 | | | | | | (67,475) | | | | | | | | | | | | 841,219 | | |
Property, plant and equipment, net | | | | | 2,230,116 | | | | | | — | | | | | | — | | | | | | | | | | | | (146,798) | | | | | | 2,083,318 | | | | | | — | | | | | | | | | | | | 2,083,318 | | |
Operating lease right of use assets, net | | | | | 887,062 | | | | | | — | | | | | | — | | | | | | | | | | | | (3,681) | | | | | | 883,381 | | | | | | — | | | | | | | | | | | | 883,381 | | |
Investment in affiliates and joint ventures | | | | | 27,926 | | | | | | — | | | | | | — | | | | | | | | | | | | (17,000) | | | | | | 10,926 | | | | | | — | | | | | | | | | | | | 10,926 | | |
Accounts and notes receivable, affiliates | | | | | 107,958 | | | | | | — | | | | | | — | | | | | | | | | | | | (107,529) | | | | | | 429 | | | | | | — | | | | | | | | | | | | 429 | | |
Intangible assets, net | | | | | 760,831 | | | | | | — | | | | | | — | | | | | | | | | | | | (199) | | | | | | 760,632 | | | | | | — | | | | | | | | | | | | 760,632 | | |
Long-term deferred tax assets | | | | | 140,957 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 140,957 | | | | | | — | | | | | | | | | | | | 140,957 | | |
Other assets, net | | | | | 89,293 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 89,293 | | | | | | — | | | | | | | | | | | | 89,293 | | |
Investments held in Trust Account | | | | | — | | | | | | 199,994 | | | | | | (199,994) | | | | | | a | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total assets | | | | $ | 5,092,935 | | | | | $ | 200,616 | | | | | $ | (90,980) | | | | | | | | | | | $ | (324,941) | | | | | $ | 4,877,630 | | | | | $ | (67,475) | | | | | | | | | | | $ | 4,810,155 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | | | 165,900 | | | | | | 80 | | | | | | (80) | | | | | | d | | | | | | (2,706) | | | | | | 163,194 | | | | | | — | | | | | | | | | | | | 163,194 | | |
Accrued liabilities | | | | | 672,752 | | | | | | 1,876 | | | | | | (5,945) | | | | | | d | | | | | | (1,858) | | | | | | 654,996 | | | | | | — | | | | | | | | | | | | 654,996 | | |
| | | | | | | | | | | | | | | | | (11,829) | | | | | | c | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | | | | 29,674 | | | | | | — | | | | | | (7,503) | | | | | | b | | | | | | (110) | | | | | | 22,061 | | | | | | — | | | | | | | | | | | | 22,061 | | |
Operating lease liabilities | | | | | 114,067 | | | | | | — | | | | | | — | | | | | | | | | | | | (1,504) | | | | | | 112,563 | | | | | | — | | | | | | | | | | | | 112,563 | | |
Total current liabilities | | | | | 982,393 | | | | | | 1,956 | | | | | | (25,357) | | | | | | | | | | | | (6,178) | | | | | | 952,814 | | | | | | — | | | | | | | | | | | | 952,814 | | |
Long-term debt, net of current portion | | | | | 4,603,853 | | | | | | — | | | | | | (1,219,489) | | | | | | b | | | | | | (3,095) | | | | | | 3,381,269 | | | | | | — | | | | | | | | | | | | 3,381,269 | | |
Warrant derivative liabilities | | | | | 43,066 | | | | | | 48,940 | | | | | | — | | | | | | | | | | | | — | | | | | | 92,006 | | | | | | — | | | | | | | | | | | | 92,006 | | |
Finance lease obligations | | | | | 20,675 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 20,675 | | | | | | — | | | | | | | | | | | | 20,675 | | |
Noncurrent operating lease liabilities | | | | | 882,664 | | | | | | — | | | | | | — | | | | | | | | | | | | (2,197) | | | | | | 880,467 | | | | | | — | | | | | | | | | | | | 880,467 | | |
Deferred tax liabilities | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other noncurrent liabilities | | | | | 84,146 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 84,146 | | | | | | — | | | | | | | | | | | | 84,146 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | — | | | | | | 7,000 | | | | | | (7,000) | | | | | | e | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total liabilities | | | | $ | 6,616,797 | | | | | $ | 57,896 | | | | | $ | (1,251,846) | | | | | | | | | | | $ | (11,470) | | | | | $ | 5,411,377 | | | | | $ | — | | | | | | | | | | | $ | 5,411,377 | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | | Pro Forma Combined (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | | | | | | | Pro Forma Combined (Assuming Max Redemptions) | | |||||||||||||||||||||
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interest | | | | | 2,858 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | | | | | | | 2,858 | | |
Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | | | | | | | 137,720 | | | | | | (137,720) | | | | | | f | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | | | — | | | | | | — | | | | | | — | | | | | | h | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital | | | | | 693,328 | | | | | | 44,251 | | | | | | 1,239,988 | | | | | | b | | | | | | — | | | | | | 2,009,862 | | | | | | (67,474) | | | | | | i | | | | | | 1,942,388 | | |
| | | | | | | | | | | | | | | | | (66,126) | | | | | | d | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | — | | | | | | h | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 137,719 | | | | | | f | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (39,298) | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit | | | | | (1,802,099) | | | | | | (39,253) | | | | | | 39,253 | | | | | | g | | | | | | (313,471) | | | | | | (2,128,578) | | | | | | — | | | | | | | | | | | | (2,128,578) | | |
| | | | | | | | | | | | | | | | | (13,008) | | | | | | b | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive loss | | | | | (4,104) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (4,104) | | | | | | — | | | | | | | | | | | | (4,104) | | |
Class A common stock | | | | | — | | | | | | 1 | | | | | | 12 | | | | | | b | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (13) | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B common stock | | | | | — | | | | | | 1 | | | | | | — | | | | | | h | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (1) | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New FEI class A common stock | | | | | — | | | | | | — | | | | | | 1 | | | | | | f | | | | | | — | | | | | | 15 | | | | | | (1) | | | | | | i | | | | | | 14 | | |
| | | | | | | | | | | | | | | | | 14 | | | | | | g | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New FEI class B common stock | | | | | — | | | | | | — | | | | | | 45 | | | | | | g | | | | | | — | | | | | | 45 | | | | | | | | | | | | | | | | | | 45 | | |
Total equity (deficit) attributable to the Company | | | | | (1,112,875) | | | | | | 5,000 | | | | | | 1,298,586 | | | | | | | | | | | | (313,471) | | | | | | (122,760) | | | | | | (67,475) | | | | | | | | | | | | (190,235) | | |
Noncontrolling interests | | | | | (413,845) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (413,845) | | | | | | — | | | | | | | | | | | | (413,845) | | |
Total stockholders’ equity (deficit) | | | | | (1,526,720) | | | | | | 5,000 | | | | | | 1,298,586 | | | | | | | | | | | | (313,471) | | | | | | (536,605) | | | | | | (67,475) | | | | | | | | | | | | (604,080) | | |
Total liabilities and equity (deficit) | | | | $ | 5,092,935 | | | | | $ | 200,616 | | | | | $ | (90,980) | | | | | | | | | | | $ | (324,941) | | | | | $ | 4,877,630 | | | | | $ | (67,475) | | | | | | | | | | | $ | 4,810,155 | | |
|
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | Pro Forma Combined (Assuming Max Redemptions) | | ||||||||||||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,092,180 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | $ | 1,092,180 | | | | | | — | | | | | $ | 1,092,180 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 325,266 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 325,266 | | | | | | — | | | | | | 325,266 | | |
Rooms | | | | | 73,550 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 73,550 | | | | | | — | | | | | | 73,550 | | |
Food and beverage | | | | | 91,389 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 91,389 | | | | | | — | | | | | | 91,389 | | |
Other | | | | | 51,491 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 51,491 | | | | | | — | | | | | | 51,491 | | |
Net gaming revenue | | | | | 541,696 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 541,696 | | | | | | — | | | | | | 541,696 | | |
Total revenue | | | | | 1,633,876 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 1,633,876 | | | | | | — | | | | | | 1,633,876 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 285,334 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 285,334 | | | | | | — | | | | | | 285,334 | | |
Labor | | | | | 258,596 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 258,596 | | | | | | — | | | | | | 258,596 | | |
Other operating expenses | | | | | 266,892 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 266,892 | | | | | | — | | | | | | 266,892 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 133,920 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 133,920 | | | | | | — | | | | | | 133,920 | | |
Rooms | | | | | 20,586 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 20,586 | | | | | | — | | | | | | 20,586 | | |
Food and beverage | | | | | 50,602 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 50,602 | | | | | | — | | | | | | 50,602 | | |
Other | | | | | 124,388 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 124,388 | | | | | | — | | | | | | 124,388 | | |
General and administrative expense | | | | | 73,750 | | | | | | 2,431 | | | | | | — | | | | | | | | | | | | — | | | | | | 76,181 | | | | | | — | | | | | | 76,181 | | |
Administrative expenses – related party | | | | | — | | | | | | 90 | | | | | | (90) | | | | | | d | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization | | | | | 99,223 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 99,223 | | | | | | — | | | | | | 99,223 | | |
Asset impairment expense | | | | | 2,424 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,424 | | | | | | | | | | | | 2,424 | | |
Gain on disposal of assets | | | | | (21,600) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (21,600) | | | | | | — | | | | | | (21,600) | | |
Pre-opening expenses | | | | | (139) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (139) | | | | | | — | | | | | | (139) | | |
Total operating expense | | | | | 1,293,986 | | | | | | 2,521 | | | | | | (90) | | | | | | | | | | | | — | | | | | | 1,296,417 | | | | | | — | | | | | | 1,296,417 | | |
Income (loss) from operations | | | | | 339,890 | | | | | | (2,521) | | | | | | 90 | | | | | | | | | | | | — | | | | | | 337,459 | | | | | | — | | | | | | 337,459 | | |
Interest expense, net | | | | | 138,533 | | | | | | — | | | | | | (34,920) | | | | | | a | | | | | | — | | | | | | 103,613 | | | | | | — | | | | | | 103,613 | | |
(Gain) loss on warrant derivatives | | | | | (89,975) | | | | | | 20,620 | | | | | | — | | | | | | | | | | | | — | | | | | | (69,355) | | | | | | — | | | | | | (69,355) | | |
Other income, net | | | | | (3,742) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (3,742) | | | | | | — | | | | | | (3,742) | | |
Net gain from investments held in Trust Account | | | | | — | | | | | | (22) | | | | | | 22 | | | | | | b | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Income (loss) before income tax | | | | | 295,074 | | | | | | (23,119) | | | | | | 34,988 | | | | | | | | | | | | — | | | | | | 306,943 | | | | | | — | | | | | | 306,943 | | |
Provision for income taxes | | | | | 43,732 | | | | | | — | | | | | | 8,747 | | | | | | c | | | | | | — | | | | | | 52,479 | | | | | | — | | | | | | 52.479 | | |
Net income (loss) | | | | | 251,342 | | | | | | (23,119) | | | | | | 26,241 | | | | | | | | | | | | — | | | | | | 254,464 | | | | | | — | | | | | | 254,464 | | |
Net income attributable to noncontrolling interests | | | | | 80,997 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 80,997 | | | | | | — | | | | | | 80,997 | | |
Net income (loss) attributable to the Company | | | | $ | 170,345 | | | | | $ | (23,119) | | | | | $ | 26,241 | | | | | | | | | | | | — | | | | | $ | 173,467 | | | | | | — | | | | | $ | 173,467 | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | ||||||||||||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,543,946 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | $ | 1,543,946 | | | | | | — | | | | | $ | 1,543,946 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 452,502 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 452,502 | | | | | | — | | | | | | 452,502 | | |
Rooms | | | | | 104,313 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 104,313 | | | | | | — | | | | | | 104,313 | | |
Food and beverage | | | | | 131,302 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 131,302 | | | | | | — | | | | | | 131,302 | | |
Other | | | | | 58,341 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 58,341 | | | | | | — | | | | | | 58,341 | | |
Net gaming revenue | | | | | 746,458 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 746,458 | | | | | | — | | | | | | 746,458 | | |
Total revenue | | | | | 2,290,404 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 2,290,404 | | | | | | — | | | | | | 2,290,404 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 415,313 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 415,313 | | | | | | — | | | | | | 415,313 | | |
Labor | | | | | 428,467 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 428,467 | | | | | | — | | | | | | 428,467 | | |
Other operating expenses | | | | | 508,527 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 508,527 | | | | | | — | | | | | | 508,527 | | |
Gaming: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 205,803 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 205,803 | | | | | | — | | | | | | 205,803 | | |
Rooms | | | | | 36,951 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 36,951 | | | | | | — | | | | | | 36,951 | | |
Food and beverage | | | | | 83,493 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 83,493 | | | | | | — | | | | | | 83,493 | | |
Other | | | | | 178,244 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 178,244 | | | | | | — | | | | | | 178,244 | | |
General and administrative expense | | | | | 142,379 | | | | | | 328 | | | | | | — | | | | | | | | | | | | — | | | | | | 142,707 | | | | | | — | | | | | | 142,707 | | |
Administrative expenses – related party | | | | | — | | | | | | 60 | | | | | | (60) | | | | | | d | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization | | | | | 211,757 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 211,757 | | | | | | — | | | | | | 211,757 | | |
Asset impairment expense | | | | | 105,574 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 105,574 | | | | | | — | | | | | | 105,574 | | |
Loss on disposal of assets | | | | | 8,466 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 8,466 | | | | | | — | | | | | | 8,466 | | |
Pre-opening expenses | | | | | 3,000 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 3,000 | | | | | | — | | | | | | 3,000 | | |
Total operating expense | | | | | 2,327,974 | | | | | | 388 | | | | | | (60) | | | | | | | | | | | | — | | | | | | 2,328,302 | | | | | | — | | | | | | 2,328,302 | | |
Loss from operations | | | | | (37,570) | | | | | | (388) | | | | | | 60 | | | | | | | | | | | | — | | | | | | (37,898) | | | | | | — | | | | | | (37,898) | | |
Interest expense, net | | | | | 301,676 | | | | | | — | | | | | | (77,628) | | | | | | a | | | | | | — | | | | | | 224,048 | | | | | | — | | | | | | 224,048 | | |
(Gain) loss on warrant derivatives | | | | | (39,586) | | | | | | 15,340 | | | | | | — | | | | | | | | | | | | — | | | | | | (24,246) | | | | | | — | | | | | | (24,246) | | |
Other expense, net | | | | | 18,233 | | | | | | 474 | | | | | | — | | | | | | | | | | | | — | | | | | | 18,707 | | | | | | — | | | | | | 18,707 | | |
Net gain from investments held in Trust Account | | | | | — | | | | | | (67) | | | | | | 67 | | | | | | b | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loss before income tax | | | | | (317,893) | | | | | | (16,135) | | | | | | 77,621 | | | | | | | | | | | | — | | | | | | (256,407) | | | | | | — | | | | | | (256,407) | | |
Benefit for income taxes | | | | | (106,490) | | | | | | — | | | | | | 19,405 | | | | | | c | | | | | | — | | | | | | (87,085) | | | | | | — | | | | | | (87,085) | | |
| | | | | | | | | | | | | | | Transactions Accounting Adjustments | | | Pro Forma Combined Sub-Total (Assuming No Redemptions) | | | Transactions Accounting Adjustments (Assuming Maximum Redemptions) | | | Pro Forma Combined Sub-Total (Assuming Max Redemptions) | | |||||||||||||||||||||
| | | FEI (Historical) | | | FAST (Historical) | | | Pro Forma Adjustments (Note 4) | | | | | | Special Distribution | | ||||||||||||||||||||||||||||||
Net loss | | | | | (211,403) | | | | | | (16,135) | | | | | | 58,216 | | | | | | | | | — | | | | | | (169,322) | | | | | | — | | | | | | (169,322) | | |
Net income attributable to noncontrolling interests | | | | | 24,197 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 24,197 | | | | | | — | | | | | | 24,197 | | |
Net loss attributable to the Company | | | | $ | (235,600) | | | | | $ | (16,135) | | | | | $ | 58,216 | | | | | | | | | — | | | | | $ | (193,519) | | | | | | — | | | | | $ | (193,519) | | |
|
| | | For the Six Months Ended June 30, 2021 | | | For the Year Ended December 31, 2020 | | ||||||||||||||||||
(in thousands, except share and per share data) | | | Scenario 1 Assuming no redemption | | | Scenario 2 Assuming maximum redemption | | | Scenario 1 Assuming no redemption | | | Scenario 2 Assuming maximum redemption | | ||||||||||||
Pro forma net income (loss) | | | | $ | 173,467 | | | | | $ | 173,467 | | | | | $ | (193,519) | | | | | $ | (193,519) | | |
Pro forma Weighted average shares outstanding — basic and diluted | | | | | 594,532,004 | | | | | | 587,784,518 | | | | | | 594,532,004 | | | | | | 587,784,518 | | |
Pro forma net income (loss) per share — basic and diluted | | | | $ | 0.29 | | | | | $ | 0.30 | | | | | $ | (0.33) | | | | | $ | (0.33) | | |
Pro forma weighted average shares calculation — basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | |
FEI weighted average shares outstanding | | | | | 1,000 | | | | | | 1,000 | | | | | | 1,000 | | | | | | 1,000 | | |
FAST weighted average public shares outstanding | | | | | 11,227,973 | | | | | | 11,227,973 | | | | | | 11,227,973 | | | | | | 11,227,973 | | |
FAST common stock subject to redemption reclassified to equity | | | | | 13,772,027 | | | | | | 7,024,541 | | | | | | 13,772,027 | | | | | | 7,024,541 | | |
FAST Sponsors forfeit founder shares | | | | | (2,000,000) | | | | | | (2,000,000) | | | | | | (2,000,000) | | | | | | (2,000,000) | | |
Issuance of FAST common stock in connection with closing of the PIPE transaction | | | | | 124,000,000 | | | | | | 124,000,000 | | | | | | 124,000,000 | | | | | | 124,000,000 | | |
Retirement of FEI common stock in connection with business combination | | | | | (1,000) | | | | | | (1,000) | | | | | | (1,000) | | | | | | (1,000) | | |
Cancellation of FAST common stock in exchange of New FEI Class A common stock | | | | | (147,000,000) | | | | | | (140,252,514) | | | | | | (147,000,000) | | | | | | (140,252,514) | | |
Issuance of New FEI Class A common stock in exchange of FAST common stock | | | | | 147,000,000 | | | | | | 140,252,514 | | | | | | 147,000,000 | | | | | | 140,252,514 | | |
Issuance of New FEI Class B common stock in connection with business combination | | | | | 447,532,004 | | | | | | 447,532,004 | | | | | | 447,532,004 | | | | | | 447,532,004 | | |
Pro forma weighted average shares outstanding — basic and diluted | | | | | 594,532,004 | | | | | | 587,784,518 | | | | | | 594,532,004 | | | | | | 587,784,518 | | |
Name | | | Age | | | Position | |
Sandy Beall | | | 71 | | | Chief Executive Officer and Director | |
Garrett Schreiber | | | 31 | | | Co-Chief Executive Officer | |
Todd Higgins | | | 49 | | | Chief Financial Officer | |
Kimberly Grant | | | 50 | | | Chief Operating Officer | |
Kevin Reddy | | | 63 | | | Chairman | |
Ramin Arani | | | 51 | | | Director | |
Sanjay Chadda | | | 45 | | | Director | |
Alice Elliot | | | 65 | | | Director | |
Steve Kassin | | | 36 | | | Director | |
Michael Lastoria | | | 41 | | | Director | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | 59 | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | 38 | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | 24 | |
Chart House | | | Seafood / Steak | | | Upscale | | | 21 | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | 15 | |
BR Guest | | | Broad menu | | | Casual | | | 12 | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | | Twelve Months Ended June 30, 2021 | | |||||||||
Segment | | | Unit Count | | | Revenue | | ||||||
Casual Dining | | | | | 300 | | | | | $ | 928,161 | | |
Upscale Dining | | | | | 170 | | | | | $ | 771,956 | | |
Casinos | | | | | 5 | | | | | $ | 848,941 | | |
Online Gaming | | | | | 1 | | | | | $ | 107,397 | | |
Corporate and other | | | | | 6 | | | | | $ | 171,597 | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.9% | | | | | | 25.7% | | | | | | 25.6% | | |
Labor | | | | | 27.8% | | | | | | 29.9% | | | | | | 30.0% | | |
Other operating expenses(1) | | | | | 32.9% | | | | | | 25.4% | | | | | | 25.6% | | |
Unit level profit(1) | | | | | 12.4% | | | | | | 19.0% | | | | | | 18.8% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Restaurant and hospitality: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.1% | | | | | | 27.7% | | |
Labor | | | | | 23.7% | | | | | | 31.4% | | |
Other operating expenses(1) | | | | | 24.4% | | | | | | 35.9% | | |
Unit level profit(1) | | | | | 25.8% | | | | | | 5.0% | | |
Gaming: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 24.7% | | | | | | 28.8% | | |
Rooms costs | | | | | 3.8% | | | | | | 5.7% | | |
Food and beverage costs | | | | | 9.3% | | | | | | 13.9% | | |
Other operating expenses(1) | | | | | 23.0% | | | | | | 27.3% | | |
Unit level profit(1) | | | | | 39.2% | | | | | | 24.3% | | |
| | | Six months ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Net cash provided by (used in): | | | | | | | | | | | | | |
Operating activities | | | | $ | 279,145 | | | | | $ | (92,902) | | |
Investing activities | | | | | (23,449) | | | | | | (59,679) | | |
Financing activities | | | | | (84,191) | | | | | | 460,041 | | |
Effect of exchange rate changes on cash | | | | | (495) | | | | | | (57) | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 171,010 | | | | | $ | 307,403 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net cash provided by (used in): Operating activities | | | | $ | 89,292 | | | | | $ | 387,890 | | | | | $ | 419,263 | | |
Investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
Financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
Effect of exchange rate changes on cash | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 315,119 | | | | | $ | 26,039 | | | | | $ | 21,669 | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
| | As of December 31, 2020 | | | As of December 31, 2020 | | ||||||||||||||||||||||||||||||||
| | As Previously Reported | | Restatement Adjustment | | As Restated | | | As Previously Reported | | Restatement Adjustment | | As Restated | | ||||||||||||||||||||||||
Balance Sheet | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Total assets | | | $ | 201,401,935 | | | | $ | — | | | | $ | 201,401,935 | | | ||||||||||||||||||||||
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Total current liabilities | | | $ | 242,903 | | | | $ | — | | | | $ | 242,903 | | | ||||||||||||||||||||||
Deferred underwriting commissions | | | | 7,000,000 | | | | | — | | | | | 7,000,000 | | | ||||||||||||||||||||||
Derivative warrant liabilities | | | | — | | | | | 28,320,000 | | | | | 28,320,000 | | | ||||||||||||||||||||||
Total liabilities | | | | 7,242,903 | | | | | 28,320,000 | | | | | 35,562,903 | | | ||||||||||||||||||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | 189,159,030 | | | | | (28,320,000) | | | | | 160,839,030 | | | ||||||||||||||||||||||
Stockholders’ equity | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Preferred stock- $0.0001 par value | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
Class A common stock – $0.0001 par value | | | | 108 | | | | | 284 | | | | | 392 | | | ||||||||||||||||||||||
Class B common stock – $0.0001 par value | | | | 500 | | | | | — | | | | | 500 | | | ||||||||||||||||||||||
Additional paid-in-capital | | | | 5,319,519 | | | | | 15,814,106 | | | | | 21,133,625 | | | ||||||||||||||||||||||
Accumulated deficit | | | | (320,125) | | | | | (15,814,390) | | | | | (16,134,515) | | | | | | (320,125) | | | | | (15,814,390) | | | | | (16,134,515) | | | ||||||
Total stockholders’ equity | | | | 5,000,002 | | | | | — | | | | | 5,000,002 | | | | | | 5,000,002 | | | | | — | | | | | 5,000,002 | | | ||||||
Total liabilities and stockholders’ equity | | | $ | 201,401,935 | | | | $ | — | | | | $ | 201,401,935 | | | | | $ | 201,401,935 | | | | $ | — | | | | $ | 201,401,935 | | | ||||||
|
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | Period From June 4, 2020 (Inception) Through December 31, 2020 | | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | ||||||||||||||||||||||||||||||||
| | As Previously Reported | | Restatement Adjustment | | As Restated | | | As Previously Reported | | Restatement Adjustment | | As Restated | | ||||||||||||||||||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Net loss | | | $ | (320,125) | | | | $ | (15,814,390) | | | | $ | (16,134,515) | | | | | $ | (320,125) | | | | $ | (15,814,390) | | | | $ | (16,134,515) | | | ||||||
Change in fair value of derivative warrant liabilities | | | $ | — | | | | $ | 15,340,000 | | | | $ | 15,340,000 | | | | | $ | — | | | | $ | 15,340,000 | | | | $ | 15,340,000 | | | ||||||
Financing Costs – derivative warrant liabilities | | | $ | — | | | | $ | 474,390 | | | | $ | 474,390 | | | | | $ | — | | | | $ | 474,390 | | | | $ | 474,390 | | | ||||||
Initial value of Class A common stock subject to possible redemption | | | $ | 189,429,260 | | | | $ | (12,981,000) | | | | $ | 176,448,260 | | | ||||||||||||||||||||||
Change in fair value of Class A common stock subject to possible redemption | | | $ | 95,610 | | | | $ | (15,704,840) | | | | $ | (15,609,230) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (320,125) | | | | | | (15,814,390) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,002 | | | | | | — | | | | | | 5,000,002 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 15,340,000 | | | | | $ | 15,340,000 | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | 59 | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | 38 | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | 24 | |
Chart House | | | Seafood / Steak | | | Upscale | | | 21 | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | 15 | |
BR Guest | | | Broad menu | | | Casual | | | 12 | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | | Twelve Months Ended June 30, 2021 | | |||||||||
Segment | | | Unit Count | | | Revenue | | ||||||
Casual Dining | | | | | 300 | | | | | $ | 928,161 | | |
Upscale Dining | | | | | 170 | | | | | $ | 771,956 | | |
Casinos | | | | | 5 | | | | | $ | 848,941 | | |
Online Gaming | | | | | 1 | | | | | $ | 107,397 | | |
Corporate and other | | | | | 6 | | | | | $ | 171,597 | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.9% | | | | | | 25.7% | | | | | | 25.6% | | |
Labor | | | | | 27.8% | | | | | | 29.9% | | | | | | 30.0% | | |
Other operating expenses(1) | | | | | 32.9% | | | | | | 25.4% | | | | | | 25.6% | | |
Unit level profit(1) | | | | | 12.4% | | | | | | 19.0% | | | | | | 18.8% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Restaurant and hospitality: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.1% | | | | | | 27.7% | | |
Labor | | | | | 23.7% | | | | | | 31.4% | | |
Other operating expenses(1) | | | | | 24.4% | | | | | | 35.9% | | |
Unit level profit(1) | | | | | 25.8% | | | | | | 5.0% | | |
Gaming: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 24.7% | | | | | | 28.8% | | |
Rooms costs | | | | | 3.8% | | | | | | 5.7% | | |
Food and beverage costs | | | | | 9.3% | | | | | | 13.9% | | |
Other operating expenses(1) | | | | | 23.0% | | | | | | 27.3% | | |
Unit level profit(1) | | | | | 39.2% | | | | | | 24.3% | | |
| | | Six months ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Net cash provided by (used in): | | | | | | | | | | | | | |
Operating activities | | | | $ | 279,145 | | | | | $ | (92,902) | | |
Investing activities | | | | | (23,449) | | | | | | (59,679) | | |
Financing activities | | | | | (84,191) | | | | | | 460,041 | | |
Effect of exchange rate changes on cash | | | | | (495) | | | | | | (57) | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 171,010 | | | | | $ | 307,403 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net cash provided by (used in): Operating activities | | | | $ | 89,292 | | | | | $ | 387,890 | | | | | $ | 419,263 | | |
Investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
Financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
Effect of exchange rate changes on cash | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 315,119 | | | | | $ | 26,039 | | | | | $ | 21,669 | | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | 59 | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | 38 | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | 24 | |
Chart House | | | Seafood / Steak | | | Upscale | | | 21 | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | 15 | |
BR Guest | | | Broad menu | | | Casual | | | 12 | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | | Twelve Months Ended June 30, 2021 | | |||||||||
Segment | | | Unit Count | | | Revenue | | ||||||
Casual Dining | | | | | 300 | | | | | $ | 928,161 | | |
Upscale Dining | | | | | 170 | | | | | $ | 771,956 | | |
Casinos | | | | | 5 | | | | | $ | 848,941 | | |
Online Gaming | | | | | 1 | | | | | $ | 107,397 | | |
Corporate and other | | | | | 6 | | | | | $ | 171,597 | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.9% | | | | | | 25.7% | | | | | | 25.6% | | |
Labor | | | | | 27.8% | | | | | | 29.9% | | | | | | 30.0% | | |
Other operating expenses(1) | | | | | 32.9% | | | | | | 25.4% | | | | | | 25.6% | | |
Unit level profit(1) | | | | | 12.4% | | | | | | 19.0% | | | | | | 18.8% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Restaurant and hospitality: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.1% | | | | | | 27.7% | | |
Labor | | | | | 23.7% | | | | | | 31.4% | | |
Other operating expenses(1) | | | | | 24.4% | | | | | | 35.9% | | |
Unit level profit(1) | | | | | 25.8% | | | | | | 5.0% | | |
Gaming: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 24.7% | | | | | | 28.8% | | |
Rooms costs | | | | | 3.8% | | | | | | 5.7% | | |
Food and beverage costs | | | | | 9.3% | | | | | | 13.9% | | |
Other operating expenses(1) | | | | | 23.0% | | | | | | 27.3% | | |
Unit level profit(1) | | | | | 39.2% | | | | | | 24.3% | | |
| | | Six months ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Net cash provided by (used in): | | | | | | | | | | | | | |
Operating activities | | | | $ | 279,145 | | | | | $ | (92,902) | | |
Investing activities | | | | | (23,449) | | | | | | (59,679) | | |
Financing activities | | | | | (84,191) | | | | | | 460,041 | | |
Effect of exchange rate changes on cash | | | | | (495) | | | | | | (57) | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 171,010 | | | | | $ | 307,403 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net cash provided by (used in): Operating activities | | | | $ | 89,292 | | | | | $ | 387,890 | | | | | $ | 419,263 | | |
Investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
Financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
Effect of exchange rate changes on cash | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 315,119 | | | | | $ | 26,039 | | | | | $ | 21,669 | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (320,125) | | | | | | (15,814,390) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,002 | | | | | | — | | | | | | 5,000,002 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 15,340,000 | | | | | $ | 15,340,000 | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of August 25, 2020 | | | As of September 30, 2020 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 9.60 | | | | | $ | 9.58 | | | | | $ | 10.24 | | |
Volatility | | | | | 15.5% | | | | | | 15.5% | | | | | | 24.0% | | |
Expected life of the options to convert | | | | | 6 | | | | | | 5.75 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.40% | | | | | | 0.35% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Issuance of Public and Private Warrants, Level 3 measurments | | | | $ | 12,980,000 | | |
| Transfer out of Public Public Warrants to Level 1 | | | | | (7,900,000) | | |
| Change in fair value of derivative warrant liabilities measured with Level 3 inputs | | | | | 5,840,000 | | |
| Derivative warrant liabilities measured with Level 3 inputs, December 31, 2020 | | | | $ | 10,920,000 | | |
| Current | | | | | | | |
| Federal | | | | $ | (22,355) | | |
| State | | | | | — | | |
| Deferred | | | | | | | |
| Federal | | | | | (44,871) | | |
| State | | | | | — | | |
| Change in valuation allowance | | | | | 67,226 | | |
| Income tax provision | | | | $ | — | | |
|
| Deferred tax asset: | | | | | | | |
| Start-up/organization costs | | | | $ | 44,871 | | |
| Net operating loss carryforwards | | | | | 22,355 | | |
| Total deferred tax assets | | | | | 67,226 | | |
| Valuation allowance | | | | | (67,226) | | |
| Deferred tax asset, net of allowance | | | | $ | — | | |
| Statutory Federal income tax rate | | | | | 21.0% | | |
| Change in fair value of derivative warrant liabilities | | | | | (20.0) | | |
| Financing cost on derivative warrant liabilities | | | | | (0.6) | | |
| Change in Valuation Allowance | | | | | (0.4)% | | |
| Effective tax rate | | | | | 0.0% | | |
| | | As of September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 197,020 | | | | | $ | — | | | | | $ | 197,020 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 12,640,000 | | | | | | 12,640,000 | | |
Total liabilities | | | | | 7,197,020 | | | | | | 12,640,000 | | | | | | 19,837,020 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,332,650 | | | | | | (12,640,000) | | | | | | 176,692,650 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 107 | | | | | | 126 | | | | | | 233 | | |
Class B common stock – $0.0001 par value | | | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital | | | | | 5,145,825 | | | | | | 134,264 | | | | | | 5,280,089 | | |
Accumulated deficit | | | | | (146,502) | | | | | | (134,390) | | | | | | (280,892) | | |
Total stockholders’ equity | | | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
| | | As of September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 197,020 | | | | | $ | — | | | | | $ | 197,020 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 12,640,000 | | | | | | 12,640,000 | | |
Total liabilities | | | | | 7,197,020 | | | | | | 12,640,000 | | | | | | 19,837,020 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,332,650 | | | | | | (12,640,000) | | | | | | 176,692,650 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 107 | | | | | | 126 | | | | | | 233 | | |
Class B common stock – $0.0001 par value | | | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital | | | | | 5,145,825 | | | | | | 134,264 | | | | | | 5,280,089 | | |
Accumulated deficit | | | | | (146,502) | | | | | | (134,390) | | | | | | (280,892) | | |
Total stockholders’ equity | | | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
| | | Three Months Ended September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (146,829) | | | | | $ | — | | | | | $ | (146,829) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (128,295) | | | | | $ | (134,390) | | | | | $ | (262,685) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.03) | | | | | $ | (0.02) | | | | | $ | (0.05) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (165,036) | | | | | $ | — | | | | | $ | (165,036) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B share | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.06) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (165,036) | | | | | $ | — | | | | | $ | (165,036) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B share | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.06) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | (340,000) | | | | | $ | (340,000) | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | 148,780 | | | | | $ | 244,390 | | |
| | | March 31, 2021 | | | December 31, 2020 | | ||||||
| | | (Unaudited) | | | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | | | $ | 514,050 | | | | | $ | 1,039,484 | | |
Prepaid expenses | | | | | 351,166 | | | | | | 294,916 | | |
Total current assets | | | | | 865,216 | | | | | | 1,334,400 | | |
Investments held in Trust Account | | | | | 200,007,439 | | | | | | 200,067,535 | | |
Total Assets | | | | $ | 200,872,655 | | | | | $ | 201,401,935 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 67,395 | | | | | $ | 5,580 | | |
Accrued expenses | | | | | 1,519,094 | | | | | | 123,300 | | |
Franchise tax payable | | | | | 48,767 | | | | | | 114,023 | | |
Total current liabilities | | | | | 1,635,256 | | | | | | 242,903 | | |
Derivative warrant liabilities | | | | | 47,240,000 | | | | | | 28,320,000 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | | | | | 7,000,000 | | |
Total liabilities | | | | | 55,875,256 | | | | | | 35,562,903 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock; 13,999,739 and 16,083,903 shares subject to possible redemption at 10.00 per share as of March 31, 2021 and December 31,2020, respectively | | | | | 139,997,390 | | | | | | 160,839,030 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; 6,000,261 and 3,916,097 shares issued and outstanding (excluding 13,999,739 and 16,083,903 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | | | | | 600 | | | | | | 392 | | |
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | | | | | 500 | | | | | | 500 | | |
Additional paid-in capital | | | | | 41,975,057 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (36,976,148) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,009 | | | | | | 5,000,002 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 200,872,655 | | | | | $ | 201,401,935 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
| | | (Unaudited) | | | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | | | $ | 358,367 | | | | | $ | 1,039,484 | | |
Prepaid expenses | | | | | 264,143 | | | | | | 294,916 | | |
Total current assets | | | | | 622,510 | | | | | | 1,334,400 | | |
Investments held in Trust Account | | | | | 199,993,515 | | | | | | 200,067,535 | | |
Total Assets | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 80,144 | | | | | $ | 5,580 | | |
Accrued expenses | | | | | 1,826,290 | | | | | | 123,300 | | |
Franchise tax payable | | | | | 49,315 | | | | | | 114,023 | | |
Total current liabilities | | | | | 1,955,749 | | | | | | 242,903 | | |
Derivative warrant liabilities | | | | | 48,940,000 | | | | | | 28,320,000 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | | | | | 7,000,000 | | |
Total liabilities | | | | | 57,895,749 | | | | | | 35,562,903 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock; 13,772,027 and 16,083,903 shares subject to possible redemption at 10.00 per share as of June 30, 2021 and December 31, 2020, respectively | | | | | 137,720,270 | | | | | | 160,839,030 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; 6,227,973 and 3,916,097 shares issued and outstanding (excluding 13,772,027 and 16,083,903 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | | | | | 623 | | | | | | 392 | | |
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | | | | | 500 | | | | | | 500 | | |
Additional paid-in capital | | | | | 44,252,155 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (39,253,272) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,006 | | | | | | 5,000,002 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||
General and administrative expenses | | | | $ | 483,010 | | | | | $ | 2,334,452 | | | | | $ | 3,910 | | |
Administrative expenses – related party | | | | | 45,000 | | | | | | 90,000 | | | | | | — | | |
Franchise tax expense | | | | | 46,668 | | | | | | 96,763 | | | | | | 14,297 | | |
Loss from operations | | | | | (574,678) | | | | | | (2,521,215) | | | | | | (18,207) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | (1,700,000) | | | | | | (20,620,000) | | | | | | — | | |
Net gain (loss) from investments held in Trust Account | | | | | (2,446) | | | | | | 22,458 | | | | | | — | | |
Net loss | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income (loss) per share, Class A common stock | | | | $ | (0.00) | | | | | | 0.00 | | | | | $ | — | | |
Weighted average shares outstanding of Class B common stock(1) | | | | | 5,000,000 | | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | | | | $ | — | | |
| General and administrative expenses | | | | $ | 1,851,442 | | |
| Administrative expenses – related party | | | | | 45,000 | | |
| Franchise tax expense | | | | | 50,095 | | |
| Loss from operations | | | | | (1,946,537) | | |
| Other (expense) income: | | | | | | | |
| Change in fair value of derivative warrant liabilities | | | | | (18,920,000) | | |
| Net gain from investments held in Trust Account | | | | | 24,904 | | |
| Net loss | | | | $ | (20,841,633) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (4.17) | | |
| | | For The Three and Six Months Ended June 30, 2021 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
Common stock subject to possible redemption | | | | | 2,084,164 | | | | | | 208 | | | | | | — | | | | | | — | | | | | | 20,841,432 | | | | | | — | | | | | | 20,841,640 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,841,633) | | | | | | (20,841,633) | | |
Balance – March 31, 2021 (unaudited) | | | | | 6,000,261 | | | | | $ | 600 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 41,975,057 | | | | | $ | (36,976,148) | | | | | $ | 5,000,009 | | |
Common stock subject to possible redemption | | | | | 227,712 | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 2,277,098 | | | | | | — | | | | | | 2,277,121 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,277,124) | | | | | | (2,277,124) | | |
Balance – June 30, 2021 (unaudited) | | | | | 6,227,973 | | | | | $ | 623 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 44,252,155 | | | | | $ | (39,253,272) | | | | | $ | 5,000,006 | | |
| | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor (1) | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,207) | | | | | | (18,207) | | |
Balance – June 30, 2020 (unaudited) | | | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (18,207) | | | | | $ | 6,793 | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | | 5,000,002 | | |
Common stock subject to possible redemption | | | | | 2,084,164 | | | | | | 208 | | | | | | — | | | | | | — | | | | | | 20,841,432 | | | | | | — | | | | | | 20,841,640 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,841,633) | | | | | | (20,841,633) | | |
Balance – March 31, 2021 (unaudited) | | | | | 6,000,261 | | | | | $ | 600 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 41,975,057 | | | | | $ | (36,976,148) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities: | | | | | | | | For the Six Months Ended June 30, 2021 | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||
| Net loss | | | $ | (20,841,633) | | | ||||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | ||||||||||||||
| Change in fair value of derivative warrant liabilities | | | | 18,920,000 | | | ||||||||||||||
| Net gain from investments held in Trust Account | | | | (24,904) | | | ||||||||||||||
| Changes in operating assets and liabilities: | | | | | | | ||||||||||||||
| Accounts payable | | | | 61,815 | | | ||||||||||||||
| Prepaid expenses | | | | (56,250) | | | ||||||||||||||
| Accrued expenses | | | | 1,395,794 | | | ||||||||||||||
| Franchise tax payable | | | | (65,256) | | | ||||||||||||||
| Net cash used in operating activities | | | | (610,434) | | | ||||||||||||||
| Cash Flows from Financing Activities: | | | | | | | ||||||||||||||
| Interest released from Trust Account | | | | 85,000 | | | ||||||||||||||
| Net cash provided by financing activities | | | | 85,000 | | | ||||||||||||||
| Net decrease in cash | | | | (525,434) | | | ||||||||||||||
| Cash – beginning of the period | | | | 1,039,484 | | | ||||||||||||||
| Cash – end of the period | | | $ | 514,050 | | | ||||||||||||||
| Supplemental disclosure of noncash activities: | | | | | | | ||||||||||||||
| Change in value of Class A common stock subject to possible redemption | | | $ | (20,841,640) | | | ||||||||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | ||||||||||
Net loss | | | $ | (23,118,757) | | | | $ | (18,207) | | | ||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | ||||||||||
Change in fair value of derivative warrant liabilities | | | | 20,620,000 | | | | | — | | | ||||||||||
Net gain from investments held in Trust Account | | | | (22,458) | | | | | — | | | ||||||||||
Changes in operating assets and liabilities: | | | | | | | | | | | | ||||||||||
Accounts payable | | | | 74,564 | | | | | 3,910 | | | ||||||||||
Prepaid expenses | | | | 30,773 | | | | | — | | | ||||||||||
Accrued expenses | | | | 1,702,990 | | | | | — | | | ||||||||||
Franchise tax payable | | | | (64,707) | | | | | 14,297 | | | ||||||||||
Net cash used in operating activities | | | | (777,595) | | | | | — | | | ||||||||||
Cash Flows from Investing Activities | | | | | | | | | | | | ||||||||||
Interest released from Trust Account | | | | 96,478 | | | | | — | | | ||||||||||
Net cash provided by investing activities | | | | 96,478 | | | | | — | | | ||||||||||
Cash Flows from Financing Activities: | | | | | | | | | | | | ||||||||||
Proceeds from issuance of Class B common stock to Sponsor | | | | — | | | | | 25,000 | | | ||||||||||
Proceeds from note payable to related party | | | | — | | | | | 300,000 | | | ||||||||||
Advances from related party | | | | — | | | | | 53,947 | | | ||||||||||
Deferred offering costs paid | | | | — | | | | | (43,625) | | | ||||||||||
Net cash provided by financing activities | | | | — | | | | | 335,322 | | | ||||||||||
Net increase (decrease) in cash | | | | (681,117) | | | | | 335,322 | | | ||||||||||
Cash – beginning of the period | | | | 1,039,484 | | | | | — | | | ||||||||||
Cash – end of the period | | | $ | 358,367 | | | | $ | 335,322 | | | ||||||||||
Supplemental disclosure of noncash activities: | | | | | | | | | | | | ||||||||||
Offering costs included in accounts payable | | | $ | — | | | | $ | 26,117 | | | ||||||||||
Offering costs included in accrued expenses | | | $ | — | | | | $ | 141,666 | | | ||||||||||
Change in value of Class A common stock subject to possible redemption | | | $ | (23,118,761) | | | | $ | — | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | ||||||
Class A common stock | | | | | | | | | | | | | |
Numerator: Income (loss) allocable to Class A common stock | | | | | | | | | | | | | |
Income (loss) from investments held in Trust Account | | | | $ | (2,446) | | | | | $ | 22,458 | | |
Less: Company’s portion available to be withdrawn to pay taxes | | | | | — | | | | | | 22,458 | | |
Net income (loss) attributable | | | | $ | (2,446) | | | | | $ | — | | |
Denominator: Weighted average Class A common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income per share, Class A common stock | | | | $ | (0.00) | | | | | $ | 0.00 | | |
Class B common stock | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A common stock | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | |
Net income (loss) allocable to Class A common stock | | | | | 2,446 | | | | | | — | | |
Net income (loss) attributable | | | | $ | (2,274,678) | | | | | $ | (23,118,757) | | |
Denominator: weighted average Class B common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B common stock | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (320,125) | | | | | | (15,814,390) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,002 | | | | | | — | | | | | | 5,000,002 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 15,340,000 | | | | | $ | 15,340,000 | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of August 25, 2020 | | | As of September 30, 2020 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 9.60 | | | | | $ | 9.58 | | | | | $ | 10.24 | | |
Volatility | | | | | 15.5% | | | | | | 15.5% | | | | | | 24.0% | | |
Expected life of the options to convert | | | | | 6 | | | | | | 5.75 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.40% | | | | | | 0.35% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Issuance of Public and Private Warrants, Level 3 measurments | | | | $ | 12,980,000 | | |
| Transfer out of Public Public Warrants to Level 1 | | | | | (7,900,000) | | |
| Change in fair value of derivative warrant liabilities measured with Level 3 inputs | | | | | 5,840,000 | | |
| Derivative warrant liabilities measured with Level 3 inputs, December 31, 2020 | | | | $ | 10,920,000 | | |
| Current | | | | | | | |
| Federal | | | | $ | (22,355) | | |
| State | | | | | — | | |
| Deferred | | | | | | | |
| Federal | | | | | (44,871) | | |
| State | | | | | — | | |
| Change in valuation allowance | | | | | 67,226 | | |
| Income tax provision | | | | $ | — | | |
| Deferred tax asset: | | | | | | | |
| Start-up/organization costs | | | | $ | 44,871 | | |
| Net operating loss carryforwards | | | | | 22,355 | | |
| Total deferred tax assets | | | | | 67,226 | | |
| Valuation allowance | | | | | (67,226) | | |
| Deferred tax asset, net of allowance | | | | $ | — | | |
| Statutory Federal income tax rate | | | | | 21.0% | | |
| Change in fair value of derivative warrant liabilities | | | | | (20.0) | | |
| Financing cost on derivative warrant liabilities | | | | | (0.6) | | |
| Change in Valuation Allowance | | | | | (0.4)% | | |
| Effective tax rate | | | | | 0.0% | | |
| | | As of September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 197,020 | | | | | $ | — | | | | | $ | 197,020 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 12,640,000 | | | | | | 12,640,000 | | |
Total liabilities | | | | | 7,197,020 | | | | | | 12,640,000 | | | | | | 19,837,020 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,332,650 | | | | | | (12,640,000) | | | | | | 176,692,650 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 107 | | | | | | 126 | | | | | | 233 | | |
Class B common stock – $0.0001 par value | | | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital | | | | | 5,145,825 | | | | | | 134,264 | | | | | | 5,280,089 | | |
Accumulated deficit | | | | | (146,502) | | | | | | (134,390) | | | | | | (280,892) | | |
Total stockholders’ equity | | | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
| | | Three Months Ended September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (146,829) | | | | | $ | — | | | | | $ | (146,829) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (128,295) | | | | | $ | (134,390) | | | | | $ | (262,685) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.03) | | | | | $ | (0.02) | | | | | $ | (0.05) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (165,036) | | | | | $ | — | | | | | $ | (165,036) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B share | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.06) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | (340,000) | | | | | $ | (340,000) | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | 148,780 | | | | | $ | 244,390 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
| | | (Unaudited) | | | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | | | $ | 358,367 | | | | | $ | 1,039,484 | | |
Prepaid expenses | | | | | 264,143 | | | | | | 294,916 | | |
Total current assets | | | | | 622,510 | | | | | | 1,334,400 | | |
Investments held in Trust Account | | | | | 199,993,515 | | | | | | 200,067,535 | | |
Total Assets | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 80,144 | | | | | $ | 5,580 | | |
Accrued expenses | | | | | 1,826,290 | | | | | | 123,300 | | |
Franchise tax payable | | | | | 49,315 | | | | | | 114,023 | | |
Total current liabilities | | | | | 1,955,749 | | | | | | 242,903 | | |
Derivative warrant liabilities | | | | | 48,940,000 | | | | | | 28,320,000 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | | | | | 7,000,000 | | |
Total liabilities | | | | | 57,895,749 | | | | | | 35,562,903 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock; 13,772,027 and 16,083,903 shares subject to possible redemption at 10.00 per share as of June 30, 2021 and December 31, 2020, respectively | | | | | 137,720,270 | | | | | | 160,839,030 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; 6,227,973 and 3,916,097 shares issued and outstanding (excluding 13,772,027 and 16,083,903 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | | | | | 623 | | | | | | 392 | | |
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | | | | | 500 | | | | | | 500 | | |
Additional paid-in capital | | | | | 44,252,155 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (39,253,272) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,006 | | | | | | 5,000,002 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||
General and administrative expenses | | | | $ | 483,010 | | | | | $ | 2,334,452 | | | | | $ | 3,910 | | |
Administrative expenses – related party | | | | | 45,000 | | | | | | 90,000 | | | | | | — | | |
Franchise tax expense | | | | | 46,668 | | | | | | 96,763 | | | | | | 14,297 | | |
Loss from operations | | | | | (574,678) | | | | | | (2,521,215) | | | | | | (18,207) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | (1,700,000) | | | | | | (20,620,000) | | | | | | — | | |
Net gain (loss) from investments held in Trust Account | | | | | (2,446) | | | | | | 22,458 | | | | | | — | | |
Net loss | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income (loss) per share, Class A common stock | | | | $ | (0.00) | | | | | | 0.00 | | | | | $ | — | | |
Weighted average shares outstanding of Class B common stock(1) | | | | | 5,000,000 | | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | | | | $ | — | | |
| | | For The Three and Six Months Ended June 30, 2021 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
Common stock subject to possible redemption | | | | | 2,084,164 | | | | | | 208 | | | | | | — | | | | | | — | | | | | | 20,841,432 | | | | | | — | | | | | | 20,841,640 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,841,633) | | | | | | (20,841,633) | | |
Balance – March 31, 2021 (unaudited) | | | | | 6,000,261 | | | | | $ | 600 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 41,975,057 | | | | | $ | (36,976,148) | | | | | $ | 5,000,009 | | |
Common stock subject to possible redemption | | | | | 227,712 | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 2,277,098 | | | | | | — | | | | | | 2,277,121 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,277,124) | | | | | | (2,277,124) | | |
Balance – June 30, 2021 (unaudited) | | | | | 6,227,973 | | | | | $ | 623 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 44,252,155 | | | | | $ | (39,253,272) | | | | | $ | 5,000,006 | | |
| | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor (1) | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,207) | | | | | | (18,207) | | |
Balance – June 30, 2020 (unaudited) | | | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (18,207) | | | | | $ | 6,793 | | |
| | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | 20,620,000 | | | | | | — | | |
Net gain from investments held in Trust Account | | | | | (22,458) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | 74,564 | | | | | | 3,910 | | |
Prepaid expenses | | | | | 30,773 | | | | | | — | | |
Accrued expenses | | | | | 1,702,990 | | | | | | — | | |
Franchise tax payable | | | | | (64,707) | | | | | | 14,297 | | |
Net cash used in operating activities | | | | | (777,595) | | | | | | — | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Interest released from Trust Account | | | | | 96,478 | | | | | | — | | |
Net cash provided by investing activities | | | | | 96,478 | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | | | — | | | | | | 25,000 | | |
Proceeds from note payable to related party | | | | | — | | | | | | 300,000 | | |
Advances from related party | | | | | — | | | | | | 53,947 | | |
Deferred offering costs paid | | | | | — | | | | | | (43,625) | | |
Net cash provided by financing activities | | | | | — | | | | | | 335,322 | | |
Net increase (decrease) in cash | | | | | (681,117) | | | | | | 335,322 | | |
Cash – beginning of the period | | | | | 1,039,484 | | | | | | — | | |
Cash – end of the period | | | | $ | 358,367 | | | | | $ | 335,322 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Offering costs included in accounts payable | | | | $ | — | | | | | $ | 26,117 | | |
Offering costs included in accrued expenses | | | | $ | — | | | | | $ | 141,666 | | |
Change in value of Class A common stock subject to possible redemption | | | | $ | (23,118,761) | | | | | $ | — | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | ||||||
Class A common stock | | | | | | | | | | | | | |
Numerator: Income (loss) allocable to Class A common stock | | | | | | | | | | | | | |
Income (loss) from investments held in Trust Account | | | | $ | (2,446) | | | | | $ | 22,458 | | |
Less: Company’s portion available to be withdrawn to pay taxes | | | | | — | | | | | | 22,458 | | |
Net income (loss) attributable | | | | $ | (2,446) | | | | | $ | — | | |
Denominator: Weighted average Class A common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income per share, Class A common stock | | | | $ | (0.00) | | | | | $ | 0.00 | | |
Class B common stock | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A common stock | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | |
Net income (loss) allocable to Class A common stock | | | | | 2,446 | | | | | | — | | |
Net income (loss) attributable | | | | $ | (2,274,678) | | | | | $ | (23,118,757) | | |
Denominator: weighted average Class B common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B common stock | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | 59 | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | 38 | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | 24 | |
Chart House | | | Seafood / Steak | | | Upscale | | | 21 | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | 15 | |
BR Guest | | | Broad menu | | | Casual | | | 12 | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | | Twelve Months Ended June 30, 2021 | | |||||||||
Segment | | | Unit Count | | | Revenue | | ||||||
Casual Dining | | | | | 300 | | | | | $ | 928,161 | | |
Upscale Dining | | | | | 170 | | | | | $ | 771,956 | | |
Casinos | | | | | 5 | | | | | $ | 848,941 | | |
Online Gaming | | | | | 1 | | | | | $ | 107,397 | | |
Corporate and other | | | | | 6 | | | | | $ | 171,597 | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.9% | | | | | | 25.7% | | | | | | 25.6% | | |
Labor | | | | | 27.8% | | | | | | 29.9% | | | | | | 30.0% | | |
Other operating expenses(1) | | | | | 32.9% | | | | | | 25.4% | | | | | | 25.6% | | |
Unit level profit(1) | | | | | 12.4% | | | | | | 19.0% | | | | | | 18.8% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Restaurant and hospitality: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.1% | | | | | | 27.7% | | |
Labor | | | | | 23.7% | | | | | | 31.4% | | |
Other operating expenses(1) | | | | | 24.4% | | | | | | 35.9% | | |
Unit level profit(1) | | | | | 25.8% | | | | | | 5.0% | | |
Gaming: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 24.7% | | | | | | 28.8% | | |
Rooms costs | | | | | 3.8% | | | | | | 5.7% | | |
Food and beverage costs | | | | | 9.3% | | | | | | 13.9% | | |
Other operating expenses(1) | | | | | 23.0% | | | | | | 27.3% | | |
Unit level profit(1) | | | | | 39.2% | | | | | | 24.3% | | |
| | | Six months ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Net cash provided by (used in): | | | | | | | | | | | | | |
Operating activities | | | | $ | 279,145 | | | | | $ | (92,902) | | |
Investing activities | | | | | (23,449) | | | | | | (59,679) | | |
Financing activities | | | | | (84,191) | | | | | | 460,041 | | |
Effect of exchange rate changes on cash | | | | | (495) | | | | | | (57) | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 171,010 | | | | | $ | 307,403 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net cash provided by (used in): Operating activities | | | | $ | 89,292 | | | | | $ | 387,890 | | | | | $ | 419,263 | | |
Investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
Financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
Effect of exchange rate changes on cash | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 315,119 | | | | | $ | 26,039 | | | | | $ | 21,669 | | |
Golden Nugget Properties | | ||||||||||||||||||||||||||||||
Property | | | Slot Machines | | | Table Games | | | Square Feet | | | Hotel Rooms | | | Restaurants | | |||||||||||||||
Lake Charles | | | | | 1,600 | | | | | | 87 | | | | | | 73,055 | | | | | | 1,091 | | | | | | 11 | | |
Las Vegas | | | | | 980 | | | | | | 65 | | | | | | 54,300 | | | | | | 2,419 | | | | | | 11 | | |
Atlantic City | | | | | 1,207 | | | | | | 81 | | | | | | 80,247 | | | | | | 717 | | | | | | 9 | | |
Biloxi | | | | | 957 | | | | | | 44 | | | | | | 49,809 | | | | | | 707 | | | | | | 6 | | |
Laughlin | | | | | 680 | | | | | | 11 | | | | | | 35,549 | | | | | | 300 | | | | | | 5 | | |
TOTAL | | | | | 5,424 | | | | | | 288 | | | | | | 292,960 | | | | | | 5,234 | | | | | | 42 | | |
Restaurant & Hospitality Segment | | |||||||||
CONCEPT | | | FORMAT | | | Segment | | | NUMBER OF UNITS(1) | |
Saltgrass | | | Steakhouse | | | Casual | | | 87 | |
Morton’s | | | Steakhouse | | | Upscale | | | 59 | |
Joe’s Crab Shack | | | Seafood | | | Casual | | | 38 | |
Houlihan’s | | | Broad menu | | | Casual | | | 32 | |
Del Frisco’s | | | Steakhouse | | | Upscale | | | 31 | |
McCormick & Schmick’s | | | Seafood / Steak | | | Casual | | | 28 | |
Bubba Gump | | | Seafood | | | Casual | | | 24 | |
Chart House | | | Seafood / Steak | | | Upscale | | | 21 | |
Mastro’s | | | Steakhouse/Seafood | | | Upscale | | | 17 | |
Palm | | | Steakhouse | | | Upscale | | | 17 | |
Restaurants Unlimited | | | Broad menu | | | Casual | | | 17 | |
Rainforest Café | | | Broad menu | | | Casual | | | 16 | |
Signature | | | Broad menu | | | Upscale | | | 15 | |
BR Guest | | | Broad menu | | | Casual | | | 12 | |
Landry’s | | | Broad menu | | | Casual | | | 13 | |
Brick House | | | Gastro-pub | | | Casual | | | 11 | |
Mitchells | | | Seafood/Steak | | | Casual | | | 10 | |
Oceanaire | | | Seafood/Steak | | | Upscale | | | 10 | |
| | | Twelve Months Ended June 30, 2021 | | |||||||||
Segment | | | Unit Count | | | Revenue | | ||||||
Casual Dining | | | | | 300 | | | | | $ | 928,161 | | |
Upscale Dining | | | | | 170 | | | | | $ | 771,956 | | |
Casinos | | | | | 5 | | | | | $ | 848,941 | | |
Online Gaming | | | | | 1 | | | | | $ | 107,397 | | |
Corporate and other | | | | | 6 | | | | | $ | 171,597 | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.9% | | | | | | 25.7% | | | | | | 25.6% | | |
Labor | | | | | 27.8% | | | | | | 29.9% | | | | | | 30.0% | | |
Other operating expenses(1) | | | | | 32.9% | | | | | | 25.4% | | | | | | 25.6% | | |
Unit level profit(1) | | | | | 12.4% | | | | | | 19.0% | | | | | | 18.8% | | |
| | | Year End December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Gaming: | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 27.6% | | | | | | 26.8% | | | | | | 27.4% | | |
Rooms costs | | | | | 5.0% | | | | | | 6.0% | | | | | | 5.9% | | |
Food and beverage costs | | | | | 11.2% | | | | | | 16.3% | | | | | | 16.5% | | |
Other operating expenses(1) | | | | | 23.9% | | | | | | 21.0% | | | | | | 21.3% | | |
Unit level profit(1) | | | | | 32.3% | | | | | | 29.9% | | | | | | 28.9% | | |
|
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Restaurant and hospitality: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Cost of revenues | | | | | 26.1% | | | | | | 27.7% | | |
Labor | | | | | 23.7% | | | | | | 31.4% | | |
Other operating expenses(1) | | | | | 24.4% | | | | | | 35.9% | | |
Unit level profit(1) | | | | | 25.8% | | | | | | 5.0% | | |
Gaming: | | | | | | | | | | | | | |
Revenues | | | | | 100.0% | | | | | | 100.0% | | |
Casino costs | | | | | 24.7% | | | | | | 28.8% | | |
Rooms costs | | | | | 3.8% | | | | | | 5.7% | | |
Food and beverage costs | | | | | 9.3% | | | | | | 13.9% | | |
Other operating expenses(1) | | | | | 23.0% | | | | | | 27.3% | | |
Unit level profit(1) | | | | | 39.2% | | | | | | 24.3% | | |
| | | Six months ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Net cash provided by (used in): | | | | | | | | | | | | | |
Operating activities | | | | $ | 279,145 | | | | | $ | (92,902) | | |
Investing activities | | | | | (23,449) | | | | | | (59,679) | | |
Financing activities | | | | | (84,191) | | | | | | 460,041 | | |
Effect of exchange rate changes on cash | | | | | (495) | | | | | | (57) | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 171,010 | | | | | $ | 307,403 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net cash provided by (used in): Operating activities | | | | $ | 89,292 | | | | | $ | 387,890 | | | | | $ | 419,263 | | |
Investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
Financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
Effect of exchange rate changes on cash | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
Net increase in cash, cash equivalents and restricted cash | | | | $ | 315,119 | | | | | $ | 26,039 | | | | | $ | 21,669 | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (320,125) | | | | | | (15,814,390) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,002 | | | | | | — | | | | | | 5,000,002 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 15,340,000 | | | | | $ | 15,340,000 | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of August 25, 2020 | | | As of September 30, 2020 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 9.60 | | | | | $ | 9.58 | | | | | $ | 10.24 | | |
Volatility | | | | | 15.5% | | | | | | 15.5% | | | | | | 24.0% | | |
Expected life of the options to convert | | | | | 6 | | | | | | 5.75 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.40% | | | | | | 0.35% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Issuance of Public and Private Warrants, Level 3 measurments | | | | $ | 12,980,000 | | |
| Transfer out of Public Public Warrants to Level 1 | | | | | (7,900,000) | | |
| Change in fair value of derivative warrant liabilities measured with Level 3 inputs | | | | | 5,840,000 | | |
| Derivative warrant liabilities measured with Level 3 inputs, December 31, 2020 | | | | $ | 10,920,000 | | |
| Current | | | | | | | |
| Federal | | | | $ | (22,355) | | |
| State | | | | | — | | |
| Deferred | | | | | | | |
| Federal | | | | | (44,871) | | |
| State | | | | | — | | |
| Change in valuation allowance | | | | | 67,226 | | |
| Income tax provision | | | | $ | — | | |
| Deferred tax asset: | | | | | | | |
| Start-up/organization costs | | | | $ | 44,871 | | |
| Net operating loss carryforwards | | | | | 22,355 | | |
| Total deferred tax assets | | | | | 67,226 | | |
| Valuation allowance | | | | | (67,226) | | |
| Deferred tax asset, net of allowance | | | | $ | — | | |
| Statutory Federal income tax rate | | | | | 21.0% | | |
| Change in fair value of derivative warrant liabilities | | | | | (20.0) | | |
| Financing cost on derivative warrant liabilities | | | | | (0.6) | | |
| Change in Valuation Allowance | | | | | (0.4)% | | |
| Effective tax rate | | | | | 0.0% | | |
| | | As of September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 197,020 | | | | | $ | — | | | | | $ | 197,020 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 12,640,000 | | | | | | 12,640,000 | | |
Total liabilities | | | | | 7,197,020 | | | | | | 12,640,000 | | | | | | 19,837,020 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,332,650 | | | | | | (12,640,000) | | | | | | 176,692,650 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 107 | | | | | | 126 | | | | | | 233 | | |
Class B common stock – $0.0001 par value | | | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital | | | | | 5,145,825 | | | | | | 134,264 | | | | | | 5,280,089 | | |
Accumulated deficit | | | | | (146,502) | | | | | | (134,390) | | | | | | (280,892) | | |
Total stockholders’ equity | | | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
| | | Three Months Ended September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (146,829) | | | | | $ | — | | | | | $ | (146,829) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (128,295) | | | | | $ | (134,390) | | | | | $ | (262,685) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.03) | | | | | $ | (0.02) | | | | | $ | (0.05) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (165,036) | | | | | $ | — | | | | | $ | (165,036) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B share | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.06) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | (340,000) | | | | | $ | (340,000) | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | 148,780 | | | | | $ | 244,390 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
| | | (Unaudited) | | | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | | | $ | 358,367 | | | | | $ | 1,039,484 | | |
Prepaid expenses | | | | | 264,143 | | | | | | 294,916 | | |
Total current assets | | | | | 622,510 | | | | | | 1,334,400 | | |
Investments held in Trust Account | | | | | 199,993,515 | | | | | | 200,067,535 | | |
Total Assets | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 80,144 | | | | | $ | 5,580 | | |
Accrued expenses | | | | | 1,826,290 | | | | | | 123,300 | | |
Franchise tax payable | | | | | 49,315 | | | | | | 114,023 | | |
Total current liabilities | | | | | 1,955,749 | | | | | | 242,903 | | |
Derivative warrant liabilities | | | | | 48,940,000 | | | | | | 28,320,000 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | | | | | 7,000,000 | | |
Total liabilities | | | | | 57,895,749 | | | | | | 35,562,903 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock; 13,772,027 and 16,083,903 shares subject to possible redemption at 10.00 per share as of June 30, 2021 and December 31, 2020, respectively | | | | | 137,720,270 | | | | | | 160,839,030 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; 6,227,973 and 3,916,097 shares issued and outstanding (excluding 13,772,027 and 16,083,903 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | | | | | 623 | | | | | | 392 | | |
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | | | | | 500 | | | | | | 500 | | |
Additional paid-in capital | | | | | 44,252,155 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (39,253,272) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,006 | | | | | | 5,000,002 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||
General and administrative expenses | | | | $ | 483,010 | | | | | $ | 2,334,452 | | | | | $ | 3,910 | | |
Administrative expenses – related party | | | | | 45,000 | | | | | | 90,000 | | | | | | — | | |
Franchise tax expense | | | | | 46,668 | | | | | | 96,763 | | | | | | 14,297 | | |
Loss from operations | | | | | (574,678) | | | | | | (2,521,215) | | | | | | (18,207) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | (1,700,000) | | | | | | (20,620,000) | | | | | | — | | |
Net gain (loss) from investments held in Trust Account | | | | | (2,446) | | | | | | 22,458 | | | | | | — | | |
Net loss | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income (loss) per share, Class A common stock | | | | $ | (0.00) | | | | | | 0.00 | | | | | $ | — | | |
Weighted average shares outstanding of Class B common stock(1) | | | | | 5,000,000 | | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | | | | $ | — | | |
| | | For The Three and Six Months Ended June 30, 2021 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
Common stock subject to possible redemption | | | | | 2,084,164 | | | | | | 208 | | | | | | — | | | | | | — | | | | | | 20,841,432 | | | | | | — | | | | | | 20,841,640 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,841,633) | | | | | | (20,841,633) | | |
Balance – March 31, 2021 (unaudited) | | | | | 6,000,261 | | | | | $ | 600 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 41,975,057 | | | | | $ | (36,976,148) | | | | | $ | 5,000,009 | | |
Common stock subject to possible redemption | | | | | 227,712 | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 2,277,098 | | | | | | — | | | | | | 2,277,121 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,277,124) | | | | | | (2,277,124) | | |
Balance – June 30, 2021 (unaudited) | | | | | 6,227,973 | | | | | $ | 623 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 44,252,155 | | | | | $ | (39,253,272) | | | | | $ | 5,000,006 | | |
| | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor (1) | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,207) | | | | | | (18,207) | | |
Balance – June 30, 2020 (unaudited) | | | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (18,207) | | | | | $ | 6,793 | | |
| | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | 20,620,000 | | | | | | — | | |
Net gain from investments held in Trust Account | | | | | (22,458) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | 74,564 | | | | | | 3,910 | | |
Prepaid expenses | | | | | 30,773 | | | | | | — | | |
Accrued expenses | | | | | 1,702,990 | | | | | | — | | |
Franchise tax payable | | | | | (64,707) | | | | | | 14,297 | | |
Net cash used in operating activities | | | | | (777,595) | | | | | | — | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Interest released from Trust Account | | | | | 96,478 | | | | | | — | | |
Net cash provided by investing activities | | | | | 96,478 | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | | | — | | | | | | 25,000 | | |
Proceeds from note payable to related party | | | | | — | | | | | | 300,000 | | |
Advances from related party | | | | | — | | | | | | 53,947 | | |
Deferred offering costs paid | | | | | — | | | | | | (43,625) | | |
Net cash provided by financing activities | | | | | — | | | | | | 335,322 | | |
Net increase (decrease) in cash | | | | | (681,117) | | | | | | 335,322 | | |
Cash – beginning of the period | | | | | 1,039,484 | | | | | | — | | |
Cash – end of the period | | | | $ | 358,367 | | | | | $ | 335,322 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Offering costs included in accounts payable | | | | $ | — | | | | | $ | 26,117 | | |
Offering costs included in accrued expenses | | | | $ | — | | | | | $ | 141,666 | | |
Change in value of Class A common stock subject to possible redemption | | | | $ | (23,118,761) | | | | | $ | — | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | ||||||
Class A common stock | | | | | | | | | | | | | |
Numerator: Income (loss) allocable to Class A common stock | | | | | | | | | | | | | |
Income (loss) from investments held in Trust Account | | | | $ | (2,446) | | | | | $ | 22,458 | | |
Less: Company’s portion available to be withdrawn to pay taxes | | | | | — | | | | | | 22,458 | | |
Net income (loss) attributable | | | | $ | (2,446) | | | | | $ | — | | |
Denominator: Weighted average Class A common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income per share, Class A common stock | | | | $ | (0.00) | | | | | $ | 0.00 | | |
Class B common stock | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A common stock | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | |
Net income (loss) allocable to Class A common stock | | | | | 2,446 | | | | | | — | | |
Net income (loss) attributable | | | | $ | (2,274,678) | | | | | $ | (23,118,757) | | |
Denominator: weighted average Class B common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B common stock | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | |
Description | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) | | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Investments held in Trust Account | | | $ | 200,007,439 | | | | $ | — | | | | $ | — | | | | | $ | 199,993,515 | | | | $ | — | | | | $ | — | | | ||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Derivative warrant liabilities -Public Warrants | | | $ | 29,000,000 | | | | $ | — | | | | $ | — | | | ||||||||||||||||||||||
Derivative warrant liabilities -Private Warrants | | | $ | — | | | | $ | — | | | | $ | 18,240,000 | | | ||||||||||||||||||||||
Derivative warrant liabilities – Public Warrants | | | $ | 29,800,000 | | | | $ | — | | | | $ | — | | | ||||||||||||||||||||||
Derivative warrant liabilities – Private Warrants | | | $ | — | | | | $ | — | | | | $ | 19,140,000 | | |
Description | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) | | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Investments held in Trust Account | | | $ | 200,067,535 | | | | $ | — | | | | $ | — | | | | | $ | 200,067,535 | | | | $ | — | | | | $ | — | | | ||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Derivative warrant liabilities – Public Warrants | | | $ | 17,400,000 | | | | $ | — | | | | $ | — | | | | | $ | 17,400,000 | | | | $ | — | | | | $ | — | | | ||||||
Derivative warrant liabilities – Private Warrants | | | $ | — | | | | $ | — | | | | $ | 10,920,000 | | | | | $ | — | | | | $ | — | | | | $ | 10,920,000 | | |
| | As of March 31, 2021 | | | As of June 30, 2021 | | As of March 31, 2021 | | As of December 31, 2020 | | ||||||||||||||||
Stock Price | | | $ | 12.52 | | | | | $ | 11.81 | | | | $ | 12.52 | | | | $ | 10.24 | | | ||||
Volatility | | | | 20.5% | | | | | | 27.7% | | | | | 15.0% | | | | | 16.0% | | | ||||
Expected life of the options to convert | | | | 5.25 | | | | | | 5.0 | | | | | 5.25 | | | | | 5.5 | | | ||||
Risk-free rate | | | | 0.98% | | | | | | 0.91% | | | | | 0.98% | | | | | 0.43% | | | ||||
Dividend yield | | | | 0.0% | | | | | | 0.0% | | | | | 0.0% | | | | | 0.0% | | |
| Warrant liabilities at January 1, 2021 | | | $ | 28,320,000 | | | Warrant liabilities at January 1, 2021 – Level 3 measurements | | | $ | 10,920,000 | | | ||
| Change in fair value of warrant liabilities | | | | 18,920,000 | | | Change in fair value of warrant liabilities – Level 3 measurments | | | | 7,320,000 | | | ||
| Warrant liabilities at March 31, 2021 | | | $ | 47,240,000 | | | Warrant liabilities at March 31, 2021 – Level 3 measurements | | | $ | 18,240,000 | | | ||
| Change in fair value of warrant liabilities – Level 3 measurments | | | | 900,000 | | | |||||||||
| Warrant liabilities at June 30, 2021 – Level 3 measurements | | | $ | 19,140,000 | | |
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| | | December 31, 2020 | | | December 31, 2019 | | ||||||
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 401,097 | | | | | $ | 102,462 | | |
Restricted cash | | | | | 54,570 | | | | | | 38,086 | | |
Accounts receivable – trade and other, net | | | | | 61,433 | | | | | | 85,411 | | |
Income taxes receivable | | | | | 38,321 | | | | | | 5,008 | | |
Inventories | | | | | 90,610 | | | | | | 121,848 | | |
Other current assets | | | | | 24,595 | | | | | | 27,140 | | |
Total current assets | | | | | 670,626 | | | | | | 379,955 | | |
PROPERTY AND EQUIPMENT, net | | | | | 2,281,618 | | | | | | 2,432,648 | | |
OPERATING LEASE RIGHT-OF-USE ASSETS, net | | | | | 905,159 | | | | | | 914,814 | | |
INVESTMENT IN AFFILIATES AND JOINT VENTURES | | | | | 26,745 | | | | | | 26,308 | | |
ACCOUNTS AND NOTES RECEIVABLE, affiliates | | | | | 108,691 | | | | | | 85,148 | | |
GOODWILL | | | | | 449,369 | | | | | | 453,276 | | |
INTANGIBLE ASSETS, net | | | | | 312,698 | | | | | | 350,513 | | |
LONG-TERM DEFERRED TAX ASSETS | | | | | 181,254 | | | | | | 152,395 | | |
OTHER ASSETS, net | | | | | 69,069 | | | | | | 67,235 | | |
Total assets | | | | $ | 5,005,229 | | | | | $ | 4,862,292 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 168,507 | | | | | $ | 227,414 | | |
Accrued liabilities | | | | | 649,176 | | | | | | 566,808 | | |
Income taxes payable | | | | | 184 | | | | | | 5,622 | | |
Current portion of long-term debt | | | | | 37,045 | | | | | | 30,576 | | |
Operating lease liabilities | | | | | 117,817 | | | | | | 116,741 | | |
Total current liabilities | | | | | 972,729 | | | | | | 947,161 | | |
LONG-TERM DEBT, net of current portion | | | | | 4,763,628 | | | | | | 4,322,048 | | |
FINANCE LEASE OBLIGATIONS | | | | | 19,656 | | | | | | 16,144 | | |
NONCURRENT OPERATING LEASE LIABILITIES | | | | | 900,186 | | | | | | 897,065 | | |
WARRANT DERIVATIVE LIABILITIES | | | | | 176,359 | | | | | | — | | |
OTHER LIABILITIES | | | | | 81,796 | | | | | | 76,403 | | |
Total liabilities | | | | | 6,914,354 | | | | | | 6,258,821 | | |
COMMITMENTS AND CONTINGENCIES (Note 15) | | | | | | | | | | | | | |
REDEEMABLE NONCONTROLLING INTEREST | | | | | 2,736 | | | | | | 2,492 | | |
STOCKHOLDERS’ DEFICIT: | | | | | | | | | | | | | |
Common stock, $0.01 par value, 60,000 shares authorized, 1 shares issued and outstanding | | | | | — | | | | | | — | | |
Additional paid-in capital | | | | | 703,722 | | | | | | 640,800 | | |
Accumulated deficit | | | | | (1,749,661) | | | | | | (2,040,166) | | |
Accumulated other comprehensive loss | | | | | (3,557) | | | | | | (3,644) | | |
FEI stockholder’s deficit | | | | | (1,049,496) | | | | | | (1,403,010) | | |
NONCONTROLLING INTERESTS | | | | | (862,365) | | | | | | 3,989 | | |
Total stockholders’ deficit | | | | | (1,911,861) | | | | | | (1,399,021) | | |
Total liabilities and stockholders’ deficit | | | | $ | 5,005,229 | | | | | $ | 4,862,292 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,543,946 | | | | | $ | 2,391,304 | | | | | $ | 2,505,857 | | |
Gaming: | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 452,502 | | | | | | 543,961 | | | | | | 548,712 | | |
Rooms | | | | | 104,313 | | | | | | 171,660 | | | | | | 174,189 | | |
Food and beverage | | | | | 131,302 | | | | | | 272,878 | | | | | | 280,199 | | |
Other | | | | | 58,341 | | | | | | 104,734 | | | | | | 98,501 | | |
Net gaming revenue | | | | | 746,458 | | | | | | 1,093,233 | | | | | | 1,101,601 | | |
Total revenue | | | | | 2,290,404 | | | | | | 3,484,537 | | | | | | 3,607,458 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 415,313 | | | | | | 615,021 | | | | | | 640,319 | | |
Labor | | | | | 428,467 | | | | | | 715,671 | | | | | | 752,771 | | |
Other operating expenses | | | | | 508,527 | | | | | | 608,576 | | | | �� | | 642,011 | | |
Gaming: | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 205,803 | | | | | | 292,801 | | | | | | 301,924 | | |
Rooms | | | | | 36,951 | | | | | | 65,136 | | | | | | 65,498 | | |
Food and beverage | | | | | 83,493 | | | | | | 177,911 | | | | | | 181,676 | | |
Other | | | | | 178,244 | | | | | | 229,255 | | | | | | 234,581 | | |
General and administrative expense | | | | | 142,379 | | | | | | 147,729 | | | | | | 129,375 | | |
Depreciation and amortization | | | | | 211,757 | | | | | | 206,109 | | | | | | 226,787 | | |
Asset impairment expense | | | | | 105,574 | | | | | | 26,034 | | | | | | 19,853 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Pre-opening expenses | | | | | 3,000 | | | | | | 7,788 | | | | | | 11,181 | | |
Total operating costs and expenses | | | | | 2,327,974 | | | | | | 3,091,894 | | | | | | 3,204,485 | | |
OPERATING INCOME (LOSS) | | | | | (37,570) | | | | | | 392,643 | | | | | | 402,973 | | |
OTHER EXPENSE: | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | 301,676 | | | | | | 279,360 | | | | | | 279,290 | | |
Gain on warrant derivatives | | | | | (39,586) | | | | | | — | | | | | | — | | |
Other expense (income), net | | | | | 18,233 | | | | | | (4,007) | | | | | | 7,780 | | |
Total other expense | | | | | 280,323 | | | | | | 275,353 | | | | | | 287,070 | | |
Income (loss) before income taxes | | | | | (317,893) | | | | | | 117,290 | | | | | | 115,903 | | |
Provision (benefit) for income taxes | | | | | (106,490) | | | | | | 21,442 | | | | | | 28,173 | | |
Net income (loss) | | | | | (211,403) | | | | | | 95,848 | | | | | | 87,730 | | |
Net income attributable to noncontrolling interests | | | | | 24,197 | | | | | | 2,689 | | | | | | 3,277 | | |
Net income (loss) attributable to FEI | | | | $ | (235,600) | | | | | $ | 93,159 | | | | | $ | 84,453 | | |
Basic and diluted net income (loss) per share: | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | | $ | (235,600) | | | | | $ | 93,159 | | | | | $ | 84,453 | | |
Weighted-average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net income (loss) | | | | $ | (211,403) | | | | | $ | 95,848 | | | | | $ | 87,730 | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | | | 110 | | | | | | 201 | | | | | | (751) | | |
Total other comprehensive income (loss), before tax | | | | | 110 | | | | | | 201 | | | | | | (751) | | |
Deferred income tax expense (benefit) on other comprehensive income (loss) | | | | | (23) | | | | | | (44) | | | | | | 158 | | |
Other comprehensive income (loss), net of tax | | | | | 87 | | | | | | 157 | | | | | | (593) | | |
Comprehensive income (loss) | | | | | (211,316) | | | | | | 96,005 | | | | | | 87,137 | | |
Less: other comprehensive income (loss) attributable to noncontrolling interests | | | | | 24,197 | | | | | | 2,689 | | | | | | 3,277 | | |
Comprehensive income (loss) attributable to FEI | | | | $ | (235,513) | | | | | $ | 93,316 | | | | | $ | 83,860 | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | |||||||||||||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | |||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Total | | |||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2017 | | | | $ | 2,014 | | | | | | 1 | | | | | $ | — | | | | | $ | 620,567 | | | | | $ | (2,212,814) | | | | | $ | (3,208) | | | | | $ | 6,248 | | | | | $ | (1,589,207) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 84,453 | | | | | | — | | | | | | 3,277 | | | | | | 87,730 | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 234 | | | | | | — | | | | | | — | | | | | | (234) | | | | | | — | | | | | | — | | | | | | — | | | | | | (234) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,366) | | | | | | (2,366) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,500) | | | | | | — | | | | | | — | | | | | | (2,500) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 8,896 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,896 | | |
Other comprehensive loss, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (593) | | | | | | — | | | | | | (593) | | |
Balance, December 31, 2018 | | | | | 2,248 | | | | | | 1 | | | | | | — | | | | | | 629,229 | | | | | | (2,130,861) | | | | | | (3,801) | | | | | | 7,159 | | | | | | (1,498,274) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,159 | | | | | | — | | | | | | 2,689 | | | | | | 95,848 | | |
Dissolution of joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (475) | | | | | | (475) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 244 | | | | | | — | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | — | | | | | | (244) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,384) | | | | | | (5,384) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,464) | | | | | | — | | | | | | — | | | | | | (2,464) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 11,815 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,815 | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157 | | | | | | — | | | | | | 157 | | |
Balance, December 31, 2019 | | | | | 2,492 | | | | | | 1 | | | | | | — | | | | | | 640,800 | | | | | | (2,040,166) | | | | | | (3,644) | | | | | | 3,989 | | | | | | (1,399,021) | | |
Net income (loss) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (235,600) | | | | | | — | | | | | | 24,197 | | | | | | (211,403) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 244 | | | | | | — | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | — | | | | | | (244) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,402) | | | | | | (1,402) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (400,292) | | | | | | — | | | | | | — | | | | | | (400,292) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 63,166 | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,166 | | |
Acquisition of interest in joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,818 | | | | | | 1,818 | | |
Recapitalization of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282,351 | | | | | | — | | | | | | (246,956) | | | | | | 35,395 | | |
Stock based compensation of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | | | | | 35 | | |
Redemption value adjustment of interest in GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 644,046 | | | | | | — | | | | | | (644,046) | | | | | | — | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 87 | | | | | | — | | | | | | 87 | | |
Balance, December 31, 2020 | | | | $ | 2,736 | | | | | | 1 | | | | | $ | — | | | | | $ | 703,722 | | | | | $ | (1,749,661) | | | | | $ | (3,557) | | | | | $ | (862,365) | | | | | $ | (1,911,861) | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (211,403) | | | | | $ | 95,848 | | | | | $ | 87,730 | | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | 211,757 | | | | | | 206,109 | | | | | | 226,787 | | |
Asset impairment expense | | | | | 105,574 | | | | | | 26,034 | | | | | | 19,853 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Gain on GNOG warrant derivatives | | | | | (39,586) | | | | | | — | | | | | | — | | |
Deferred tax benefit | | | | | (63,831) | | | | | | (11,720) | | | | | | (3,043) | | |
Stock based compensation | | | | | 35 | | | | | | — | | | | | | — | | |
Amortization of debt issuance costs, discounts and other | | | | | 50,531 | | | | | | 12,101 | | | | | | 12,287 | | |
Equity in income of joint ventures | | | | | (436) | | | | | | (781) | | | | | | (593) | | |
Deferred rent | | | | | — | | | | | | — | | | | | | 13,242 | | |
Changes in assets and liabilities, net and other | | | | | | | | | | | | | | | | | | | |
(Increase) decrease in trade and other receivables | | | | | 6,041 | | | | | | (1,053) | | | | | | (2,928) | | |
(Increase) decrease in inventories | | | | | 33,528 | | | | | | (8,082) | | | | | | (2,517) | | |
(Increase) decrease in prepaid expenses and other current assets | | | | | 3,267 | | | | | | 20,194 | | | | | | (5,236) | | |
(Increase) decrease in other assets | | | | | (5,371) | | | | | | (634) | | | | | | 2,317 | | |
Increase in operating lease assets, net of liabilities | | | | | (7,153) | | | | | | (9,610) | | | | | | — | | |
(Decrease) increase in accounts payable and accrued liabilities | | | | | (2,127) | | | | | | 59,621 | | | | | | 72,855 | | |
Total adjustments | | | | | 300,695 | | | | | | 292,042 | | | | | | 331,533 | | |
Net cash provided by operating activities | | | | | 89,292 | | | | | | 387,890 | | | | | | 419,263 | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Property and equipment additions and other | | | | | (58,847) | | | | | | (160,516) | | | | | | (162,526) | | |
Proceeds from disposition of assets | | | | | 10,066 | | | | | | 6,241 | | | | | | 9,850 | | |
CRDA investment | | | | | (1,194) | | | | | | (2,472) | | | | | | (2,594) | | |
Insurance proceeds from property claims | | | | | 4,795 | | | | | | — | | | | | | 7,429 | | |
Proceeds from sale of interest in joint venture | | | | | — | | | | | | 350 | | | | | | — | | |
Issuance of notes receivable to affiliates | | | | | (50,092) | | | | | | (15,025) | | | | | | (20,413) | | |
Repayment of notes receivable to affiliates | | | | | 16,792 | | | | | | — | | | | | | — | | |
Business acquisitions, net of cash acquired | | | | | (40,729) | | | | | | (398,779) | | | | | | — | | |
Net cash used in investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Proceeds from equipment loans | | | | | — | | | | | | 6,625 | | | | | | — | | |
Proceeds from finance lease obligations | | | | | 3,474 | | | | | | 13,079 | | | | | | — | | |
Proceeds from debt issuance | | | | | 488,000 | | | | | | 300,000 | | | | | | — | | |
Payments of debt | | | | | (202,203) | | | | | | (89,468) | | | | | | (141,717) | | |
Debt issuance and retirement costs | | | | | (37,696) | | | | | | (8,304) | | | | | | (1,701) | | |
Proceeds from revolving credit facility | | | | | 441,836 | | | | | | 674,700 | | | | | | 740,800 | | |
Payments on revolving credit facility | | | | | (292,023) | | | | | | (674,700) | | | | | | (815,042) | | |
Dividend to noncontrolling interest owners | | | | | (1,402) | | | | | | (5,384) | | | | | | (2,366) | | |
Distributions to Parent | | | | | (400,292) | | | | | | (2,464) | | | | | | (2,500) | | |
Contributions from Parent | | | | | 50,700 | | | | | | — | | | | | | — | | |
Payment of mandatory redeemable noncontrolling interest | | | | | (5,500) | | | | | | (5,500) | | | | | | (7,000) | | |
Cash from GNOG reverse merger | | | | | 300,366 | | | | | | — | | | | | | — | | |
Net cash provided by (used in) financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
EFFECT OF EXHANGE RATE CHANGES ON CASH | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | | 315,119 | | | | | | 26,039 | | | | | | 21,669 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | | | | | 140,548 | | | | | | 114,509 | | | | | | 92,840 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | | | | $ | 455,667 | | | | | $ | 140,548 | | | | | $ | 114,509 | | |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 401,097 | | | | | $ | 102,462 | | | | | $ | 99,958 | | |
Restricted cash | | | | | 54,570 | | | | | | 38,086 | | | | | | 14,551 | | |
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | $ | 455,667 | | | | | $ | 140,548 | | | | | $ | 114,509 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Rooms | | | | $ | 34,377 | | | | | $ | 55,059 | | | | | $ | 55,274 | | |
Food and beverage | | | | | 29,718 | | | | | | 61,462 | | | | | | 65,908 | | |
Other | | | | | 6,665 | | | | | | 17,595 | | | | | | 17,696 | | |
| | | | $ | 70,760 | | | | | $ | 134,116 | | | | | $ | 138,877 | | |
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Balance at January 1, | | | | $ | 8,122 | | | | | $ | 7,678 | | | | | $ | 7,202 | | |
Additions charged to expense | | | | | 990 | | | | | | 1,658 | | | | | | 1,967 | | |
Deductions (write-offs, net of recoveries) | | | | | (432) | | | | | | (1,214) | | | | | | (1,491) | | |
Balance at December 31, | | | | $ | 8,680 | | | | | $ | 8,122 | | | | | $ | 7,678 | | |
| | | December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
Food, beverage and supplies | | | | $ | 77,222 | | | | | $ | 104,626 | | |
Retail goods | | | | | 13,388 | | | | | | 17,222 | | |
| | | | $ | 90,610 | | | | | $ | 121,848 | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (320,125) | | | | | | (15,814,390) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,002 | | | | | | — | | | | | | 5,000,002 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 15,340,000 | | | | | $ | 15,340,000 | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of August 25, 2020 | | | As of September 30, 2020 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 9.60 | | | | | $ | 9.58 | | | | | $ | 10.24 | | |
Volatility | | | | | 15.5% | | | | | | 15.5% | | | | | | 24.0% | | |
Expected life of the options to convert | | | | | 6 | | | | | | 5.75 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.40% | | | | | | 0.35% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Issuance of Public and Private Warrants, Level 3 measurments | | | | $ | 12,980,000 | | |
| Transfer out of Public Public Warrants to Level 1 | | | | | (7,900,000) | | |
| Change in fair value of derivative warrant liabilities measured with Level 3 inputs | | | | | 5,840,000 | | |
| Derivative warrant liabilities measured with Level 3 inputs, December 31, 2020 | | | | $ | 10,920,000 | | |
| Current | | | | | | | |
| Federal | | | | $ | (22,355) | | |
| State | | | | | — | | |
| Deferred | | | | | | | |
| Federal | | | | | (44,871) | | |
| State | | | | | — | | |
| Change in valuation allowance | | | | | 67,226 | | |
| Income tax provision | | | | $ | — | | |
| Deferred tax asset: | | | | | | | |
| Start-up/organization costs | | | | $ | 44,871 | | |
| Net operating loss carryforwards | | | | | 22,355 | | |
| Total deferred tax assets | | | | | 67,226 | | |
| Valuation allowance | | | | | (67,226) | | |
| Deferred tax asset, net of allowance | | | | $ | — | | |
| Statutory Federal income tax rate | | | | | 21.0% | | |
| Change in fair value of derivative warrant liabilities | | | | | (20.0) | | |
| Financing cost on derivative warrant liabilities | | | | | (0.6) | | |
| Change in Valuation Allowance | | | | | (0.4)% | | |
| Effective tax rate | | | | | 0.0% | | |
| | | As of September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 197,020 | | | | | $ | — | | | | | $ | 197,020 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 12,640,000 | | | | | | 12,640,000 | | |
Total liabilities | | | | | 7,197,020 | | | | | | 12,640,000 | | | | | | 19,837,020 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,332,650 | | | | | | (12,640,000) | | | | | | 176,692,650 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 107 | | | | | | 126 | | | | | | 233 | | |
Class B common stock – $0.0001 par value | | | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital | | | | | 5,145,825 | | | | | | 134,264 | | | | | | 5,280,089 | | |
Accumulated deficit | | | | | (146,502) | | | | | | (134,390) | | | | | | (280,892) | | |
Total stockholders’ equity | | | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
| | | Three Months Ended September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (146,829) | | | | | $ | — | | | | | $ | (146,829) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (128,295) | | | | | $ | (134,390) | | | | | $ | (262,685) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.03) | | | | | $ | (0.02) | | | | | $ | (0.05) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (165,036) | | | | | $ | — | | | | | $ | (165,036) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B share | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.06) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | (340,000) | | | | | $ | (340,000) | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | 148,780 | | | | | $ | 244,390 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
| | | (Unaudited) | | | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | | | $ | 358,367 | | | | | $ | 1,039,484 | | |
Prepaid expenses | | | | | 264,143 | | | | | | 294,916 | | |
Total current assets | | | | | 622,510 | | | | | | 1,334,400 | | |
Investments held in Trust Account | | | | | 199,993,515 | | | | | | 200,067,535 | | |
Total Assets | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 80,144 | | | | | $ | 5,580 | | |
Accrued expenses | | | | | 1,826,290 | | | | | | 123,300 | | |
Franchise tax payable | | | | | 49,315 | | | | | | 114,023 | | |
Total current liabilities | | | | | 1,955,749 | | | | | | 242,903 | | |
Derivative warrant liabilities | | | | | 48,940,000 | | | | | | 28,320,000 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | | | | | 7,000,000 | | |
Total liabilities | | | | | 57,895,749 | | | | | | 35,562,903 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock; 13,772,027 and 16,083,903 shares subject to possible redemption at 10.00 per share as of June 30, 2021 and December 31, 2020, respectively | | | | | 137,720,270 | | | | | | 160,839,030 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; 6,227,973 and 3,916,097 shares issued and outstanding (excluding 13,772,027 and 16,083,903 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | | | | | 623 | | | | | | 392 | | |
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | | | | | 500 | | | | | | 500 | | |
Additional paid-in capital | | | | | 44,252,155 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (39,253,272) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,006 | | | | | | 5,000,002 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||
General and administrative expenses | | | | $ | 483,010 | | | | | $ | 2,334,452 | | | | | $ | 3,910 | | |
Administrative expenses – related party | | | | | 45,000 | | | | | | 90,000 | | | | | | — | | |
Franchise tax expense | | | | | 46,668 | | | | | | 96,763 | | | | | | 14,297 | | |
Loss from operations | | | | | (574,678) | | | | | | (2,521,215) | | | | | | (18,207) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | (1,700,000) | | | | | | (20,620,000) | | | | | | — | | |
Net gain (loss) from investments held in Trust Account | | | | | (2,446) | | | | | | 22,458 | | | | | | — | | |
Net loss | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income (loss) per share, Class A common stock | | | | $ | (0.00) | | | | | | 0.00 | | | | | $ | — | | |
Weighted average shares outstanding of Class B common stock(1) | | | | | 5,000,000 | | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | | | | $ | — | | |
| | | For The Three and Six Months Ended June 30, 2021 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
Common stock subject to possible redemption | | | | | 2,084,164 | | | | | | 208 | | | | | | — | | | | | | — | | | | | | 20,841,432 | | | | | | — | | | | | | 20,841,640 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,841,633) | | | | | | (20,841,633) | | |
Balance – March 31, 2021 (unaudited) | | | | | 6,000,261 | | | | | $ | 600 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 41,975,057 | | | | | $ | (36,976,148) | | | | | $ | 5,000,009 | | |
Common stock subject to possible redemption | | | | | 227,712 | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 2,277,098 | | | | | | — | | | | | | 2,277,121 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,277,124) | | | | | | (2,277,124) | | |
Balance – June 30, 2021 (unaudited) | | | | | 6,227,973 | | | | | $ | 623 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 44,252,155 | | | | | $ | (39,253,272) | | | | | $ | 5,000,006 | | |
| | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor (1) | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,207) | | | | | | (18,207) | | |
Balance – June 30, 2020 (unaudited) | | | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (18,207) | | | | | $ | 6,793 | | |
| | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | 20,620,000 | | | | | | — | | |
Net gain from investments held in Trust Account | | | | | (22,458) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | 74,564 | | | | | | 3,910 | | |
Prepaid expenses | | | | | 30,773 | | | | | | — | | |
Accrued expenses | | | | | 1,702,990 | | | | | | — | | |
Franchise tax payable | | | | | (64,707) | | | | | | 14,297 | | |
Net cash used in operating activities | | | | | (777,595) | | | | | | — | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Interest released from Trust Account | | | | | 96,478 | | | | | | — | | |
Net cash provided by investing activities | | | | | 96,478 | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | | | — | | | | | | 25,000 | | |
Proceeds from note payable to related party | | | | | — | | | | | | 300,000 | | |
Advances from related party | | | | | — | | | | | | 53,947 | | |
Deferred offering costs paid | | | | | — | | | | | | (43,625) | | |
Net cash provided by financing activities | | | | | — | | | | | | 335,322 | | |
Net increase (decrease) in cash | | | | | (681,117) | | | | | | 335,322 | | |
Cash – beginning of the period | | | | | 1,039,484 | | | | | | — | | |
Cash – end of the period | | | | $ | 358,367 | | | | | $ | 335,322 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Offering costs included in accounts payable | | | | $ | — | | | | | $ | 26,117 | | |
Offering costs included in accrued expenses | | | | $ | — | | | | | $ | 141,666 | | |
Change in value of Class A common stock subject to possible redemption | | | | $ | (23,118,761) | | | | | $ | — | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | ||||||
Class A common stock | | | | | | | | | | | | | |
Numerator: Income (loss) allocable to Class A common stock | | | | | | | | | | | | | |
Income (loss) from investments held in Trust Account | | | | $ | (2,446) | | | | | $ | 22,458 | | |
Less: Company’s portion available to be withdrawn to pay taxes | | | | | — | | | | | | 22,458 | | |
Net income (loss) attributable | | | | $ | (2,446) | | | | | $ | — | | |
Denominator: Weighted average Class A common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income per share, Class A common stock | | | | $ | (0.00) | | | | | $ | 0.00 | | |
Class B common stock | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A common stock | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | |
Net income (loss) allocable to Class A common stock | | | | | 2,446 | | | | | | — | | |
Net income (loss) attributable | | | | $ | (2,274,678) | | | | | $ | (23,118,757) | | |
Denominator: weighted average Class B common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B common stock | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 199,993,515 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 29,800,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 19,140,000 | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of June 30, 2021 | | | As of March 31, 2021 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 11.81 | | | | | $ | 12.52 | | | | | $ | 10.24 | | |
Volatility | | | | | 27.7% | | | | | | 15.0% | | | | | | 16.0% | | |
Expected life of the options to convert | | | | | 5.0 | | | | | | 5.25 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.91% | | | | | | 0.98% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Warrant liabilities at January 1, 2021 – Level 3 measurements | | | | $ | 10,920,000 | | |
| Change in fair value of warrant liabilities – Level 3 measurments | | | | | 7,320,000 | | |
| Warrant liabilities at March 31, 2021 – Level 3 measurements | | | | $ | 18,240,000 | | |
| Change in fair value of warrant liabilities – Level 3 measurments | | | | | 900,000 | | |
| Warrant liabilities at June 30, 2021 – Level 3 measurements | | | | $ | 19,140,000 | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 401,097 | | | | | $ | 102,462 | | |
Restricted cash | | | | | 54,570 | | | | | | 38,086 | | |
Accounts receivable – trade and other, net | | | | | 61,433 | | | | | | 85,411 | | |
Income taxes receivable | | | | | 38,321 | | | | | | 5,008 | | |
Inventories | | | | | 90,610 | | | | | | 121,848 | | |
Other current assets | | | | | 24,595 | | | | | | 27,140 | | |
Total current assets | | | | | 670,626 | | | | | | 379,955 | | |
PROPERTY AND EQUIPMENT, net | | | | | 2,281,618 | | | | | | 2,432,648 | | |
OPERATING LEASE RIGHT-OF-USE ASSETS, net | | | | | 905,159 | | | | | | 914,814 | | |
INVESTMENT IN AFFILIATES AND JOINT VENTURES | | | | | 26,745 | | | | | | 26,308 | | |
ACCOUNTS AND NOTES RECEIVABLE, affiliates | | | | | 108,691 | | | | | | 85,148 | | |
GOODWILL | | | | | 449,369 | | | | | | 453,276 | | |
INTANGIBLE ASSETS, net | | | | | 312,698 | | | | | | 350,513 | | |
LONG-TERM DEFERRED TAX ASSETS | | | | | 181,254 | | | | | | 152,395 | | |
OTHER ASSETS, net | | | | | 69,069 | | | | | | 67,235 | | |
Total assets | | | | $ | 5,005,229 | | | | | $ | 4,862,292 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 168,507 | | | | | $ | 227,414 | | |
Accrued liabilities | | | | | 649,176 | | | | | | 566,808 | | |
Income taxes payable | | | | | 184 | | | | | | 5,622 | | |
Current portion of long-term debt | | | | | 37,045 | | | | | | 30,576 | | |
Operating lease liabilities | | | | | 117,817 | | | | | | 116,741 | | |
Total current liabilities | | | | | 972,729 | | | | | | 947,161 | | |
LONG-TERM DEBT, net of current portion | | | | | 4,763,628 | | | | | | 4,322,048 | | |
FINANCE LEASE OBLIGATIONS | | | | | 19,656 | | | | | | 16,144 | | |
NONCURRENT OPERATING LEASE LIABILITIES | | | | | 900,186 | | | | | | 897,065 | | |
WARRANT DERIVATIVE LIABILITIES | | | | | 176,359 | | | | | | — | | |
OTHER LIABILITIES | | | | | 81,796 | | | | | | 76,403 | | |
Total liabilities | | | | | 6,914,354 | | | | | | 6,258,821 | | |
COMMITMENTS AND CONTINGENCIES (Note 15) | | | | | | | | | | | | | |
REDEEMABLE NONCONTROLLING INTEREST | | | | | 2,736 | | | | | | 2,492 | | |
STOCKHOLDERS’ DEFICIT: | | | | | | | | | | | | | |
Common stock, $0.01 par value, 60,000 shares authorized, 1 shares issued and outstanding | | | | | — | | | | | | — | | |
Additional paid-in capital | | | | | 703,722 | | | | | | 640,800 | | |
Accumulated deficit | | | | | (1,749,661) | | | | | | (2,040,166) | | |
Accumulated other comprehensive loss | | | | | (3,557) | | | | | | (3,644) | | |
FEI stockholder’s deficit | | | | | (1,049,496) | | | | | | (1,403,010) | | |
NONCONTROLLING INTERESTS | | | | | (862,365) | | | | | | 3,989 | | |
Total stockholders’ deficit | | | | | (1,911,861) | | | | | | (1,399,021) | | |
Total liabilities and stockholders’ deficit | | | | $ | 5,005,229 | | | | | $ | 4,862,292 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,543,946 | | | | | $ | 2,391,304 | | | | | $ | 2,505,857 | | |
Gaming: | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 452,502 | | | | | | 543,961 | | | | | | 548,712 | | |
Rooms | | | | | 104,313 | | | | | | 171,660 | | | | | | 174,189 | | |
Food and beverage | | | | | 131,302 | | | | | | 272,878 | | | | | | 280,199 | | |
Other | | | | | 58,341 | | | | | | 104,734 | | | | | | 98,501 | | |
Net gaming revenue | | | | | 746,458 | | | | | | 1,093,233 | | | | | | 1,101,601 | | |
Total revenue | | | | | 2,290,404 | | | | | | 3,484,537 | | | | | | 3,607,458 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 415,313 | | | | | | 615,021 | | | | | | 640,319 | | |
Labor | | | | | 428,467 | | | | | | 715,671 | | | | | | 752,771 | | |
Other operating expenses | | | | | 508,527 | | | | | | 608,576 | | | | �� | | 642,011 | | |
Gaming: | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 205,803 | | | | | | 292,801 | | | | | | 301,924 | | |
Rooms | | | | | 36,951 | | | | | | 65,136 | | | | | | 65,498 | | |
Food and beverage | | | | | 83,493 | | | | | | 177,911 | | | | | | 181,676 | | |
Other | | | | | 178,244 | | | | | | 229,255 | | | | | | 234,581 | | |
General and administrative expense | | | | | 142,379 | | | | | | 147,729 | | | | | | 129,375 | | |
Depreciation and amortization | | | | | 211,757 | | | | | | 206,109 | | | | | | 226,787 | | |
Asset impairment expense | | | | | 105,574 | | | | | | 26,034 | | | | | | 19,853 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Pre-opening expenses | | | | | 3,000 | | | | | | 7,788 | | | | | | 11,181 | | |
Total operating costs and expenses | | | | | 2,327,974 | | | | | | 3,091,894 | | | | | | 3,204,485 | | |
OPERATING INCOME (LOSS) | | | | | (37,570) | | | | | | 392,643 | | | | | | 402,973 | | |
OTHER EXPENSE: | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | 301,676 | | | | | | 279,360 | | | | | | 279,290 | | |
Gain on warrant derivatives | | | | | (39,586) | | | | | | — | | | | | | — | | |
Other expense (income), net | | | | | 18,233 | | | | | | (4,007) | | | | | | 7,780 | | |
Total other expense | | | | | 280,323 | | | | | | 275,353 | | | | | | 287,070 | | |
Income (loss) before income taxes | | | | | (317,893) | | | | | | 117,290 | | | | | | 115,903 | | |
Provision (benefit) for income taxes | | | | | (106,490) | | | | | | 21,442 | | | | | | 28,173 | | |
Net income (loss) | | | | | (211,403) | | | | | | 95,848 | | | | | | 87,730 | | |
Net income attributable to noncontrolling interests | | | | | 24,197 | | | | | | 2,689 | | | | | | 3,277 | | |
Net income (loss) attributable to FEI | | | | $ | (235,600) | | | | | $ | 93,159 | | | | | $ | 84,453 | | |
Basic and diluted net income (loss) per share: | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | | $ | (235,600) | | | | | $ | 93,159 | | | | | $ | 84,453 | | |
Weighted-average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net income (loss) | | | | $ | (211,403) | | | | | $ | 95,848 | | | | | $ | 87,730 | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | | | 110 | | | | | | 201 | | | | | | (751) | | |
Total other comprehensive income (loss), before tax | | | | | 110 | | | | | | 201 | | | | | | (751) | | |
Deferred income tax expense (benefit) on other comprehensive income (loss) | | | | | (23) | | | | | | (44) | | | | | | 158 | | |
Other comprehensive income (loss), net of tax | | | | | 87 | | | | | | 157 | | | | | | (593) | | |
Comprehensive income (loss) | | | | | (211,316) | | | | | | 96,005 | | | | | | 87,137 | | |
Less: other comprehensive income (loss) attributable to noncontrolling interests | | | | | 24,197 | | | | | | 2,689 | | | | | | 3,277 | | |
Comprehensive income (loss) attributable to FEI | | | | $ | (235,513) | | | | | $ | 93,316 | | | | | $ | 83,860 | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | |||||||||||||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | |||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Total | | |||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2017 | | | | $ | 2,014 | | | | | | 1 | | | | | $ | — | | | | | $ | 620,567 | | | | | $ | (2,212,814) | | | | | $ | (3,208) | | | | | $ | 6,248 | | | | | $ | (1,589,207) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 84,453 | | | | | | — | | | | | | 3,277 | | | | | | 87,730 | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 234 | | | | | | — | | | | | | — | | | | | | (234) | | | | | | — | | | | | | — | | | | | | — | | | | | | (234) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,366) | | | | | | (2,366) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,500) | | | | | | — | | | | | | — | | | | | | (2,500) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 8,896 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,896 | | |
Other comprehensive loss, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (593) | | | | | | — | | | | | | (593) | | |
Balance, December 31, 2018 | | | | | 2,248 | | | | | | 1 | | | | | | — | | | | | | 629,229 | | | | | | (2,130,861) | | | | | | (3,801) | | | | | | 7,159 | | | | | | (1,498,274) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,159 | | | | | | — | | | | | | 2,689 | | | | | | 95,848 | | |
Dissolution of joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (475) | | | | | | (475) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 244 | | | | | | — | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | — | | | | | | (244) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,384) | | | | | | (5,384) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,464) | | | | | | — | | | | | | — | | | | | | (2,464) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 11,815 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,815 | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157 | | | | | | — | | | | | | 157 | | |
Balance, December 31, 2019 | | | | | 2,492 | | | | | | 1 | | | | | | — | | | | | | 640,800 | | | | | | (2,040,166) | | | | | | (3,644) | | | | | | 3,989 | | | | | | (1,399,021) | | |
Net income (loss) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (235,600) | | | | | | — | | | | | | 24,197 | | | | | | (211,403) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 244 | | | | | | — | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | — | | | | | | (244) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,402) | | | | | | (1,402) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (400,292) | | | | | | — | | | | | | — | | | | | | (400,292) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 63,166 | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,166 | | |
Acquisition of interest in joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,818 | | | | | | 1,818 | | |
Recapitalization of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282,351 | | | | | | — | | | | | | (246,956) | | | | | | 35,395 | | |
Stock based compensation of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | | | | | 35 | | |
Redemption value adjustment of interest in GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 644,046 | | | | | | — | | | | | | (644,046) | | | | | | — | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 87 | | | | | | — | | | | | | 87 | | |
Balance, December 31, 2020 | | | | $ | 2,736 | | | | | | 1 | | | | | $ | — | | | | | $ | 703,722 | | | | | $ | (1,749,661) | | | | | $ | (3,557) | | | | | $ | (862,365) | | | | | $ | (1,911,861) | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (211,403) | | | | | $ | 95,848 | | | | | $ | 87,730 | | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | 211,757 | | | | | | 206,109 | | | | | | 226,787 | | |
Asset impairment expense | | | | | 105,574 | | | | | | 26,034 | | | | | | 19,853 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Gain on GNOG warrant derivatives | | | | | (39,586) | | | | | | — | | | | | | — | | |
Deferred tax benefit | | | | | (63,831) | | | | | | (11,720) | | | | | | (3,043) | | |
Stock based compensation | | | | | 35 | | | | | | — | | | | | | — | | |
Amortization of debt issuance costs, discounts and other | | | | | 50,531 | | | | | | 12,101 | | | | | | 12,287 | | |
Equity in income of joint ventures | | | | | (436) | | | | | | (781) | | | | | | (593) | | |
Deferred rent | | | | | — | | | | | | — | | | | | | 13,242 | | |
Changes in assets and liabilities, net and other | | | | | | | | | | | | | | | | | | | |
(Increase) decrease in trade and other receivables | | | | | 6,041 | | | | | | (1,053) | | | | | | (2,928) | | |
(Increase) decrease in inventories | | | | | 33,528 | | | | | | (8,082) | | | | | | (2,517) | | |
(Increase) decrease in prepaid expenses and other current assets | | | | | 3,267 | | | | | | 20,194 | | | | | | (5,236) | | |
(Increase) decrease in other assets | | | | | (5,371) | | | | | | (634) | | | | | | 2,317 | | |
Increase in operating lease assets, net of liabilities | | | | | (7,153) | | | | | | (9,610) | | | | | | — | | |
(Decrease) increase in accounts payable and accrued liabilities | | | | | (2,127) | | | | | | 59,621 | | | | | | 72,855 | | |
Total adjustments | | | | | 300,695 | | | | | | 292,042 | | | | | | 331,533 | | |
Net cash provided by operating activities | | | | | 89,292 | | | | | | 387,890 | | | | | | 419,263 | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Property and equipment additions and other | | | | | (58,847) | | | | | | (160,516) | | | | | | (162,526) | | |
Proceeds from disposition of assets | | | | | 10,066 | | | | | | 6,241 | | | | | | 9,850 | | |
CRDA investment | | | | | (1,194) | | | | | | (2,472) | | | | | | (2,594) | | |
Insurance proceeds from property claims | | | | | 4,795 | | | | | | — | | | | | | 7,429 | | |
Proceeds from sale of interest in joint venture | | | | | — | | | | | | 350 | | | | | | — | | |
Issuance of notes receivable to affiliates | | | | | (50,092) | | | | | | (15,025) | | | | | | (20,413) | | |
Repayment of notes receivable to affiliates | | | | | 16,792 | | | | | | — | | | | | | — | | |
Business acquisitions, net of cash acquired | | | | | (40,729) | | | | | | (398,779) | | | | | | — | | |
Net cash used in investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Proceeds from equipment loans | | | | | — | | | | | | 6,625 | | | | | | — | | |
Proceeds from finance lease obligations | | | | | 3,474 | | | | | | 13,079 | | | | | | — | | |
Proceeds from debt issuance | | | | | 488,000 | | | | | | 300,000 | | | | | | — | | |
Payments of debt | | | | | (202,203) | | | | | | (89,468) | | | | | | (141,717) | | |
Debt issuance and retirement costs | | | | | (37,696) | | | | | | (8,304) | | | | | | (1,701) | | |
Proceeds from revolving credit facility | | | | | 441,836 | | | | | | 674,700 | | | | | | 740,800 | | |
Payments on revolving credit facility | | | | | (292,023) | | | | | | (674,700) | | | | | | (815,042) | | |
Dividend to noncontrolling interest owners | | | | | (1,402) | | | | | | (5,384) | | | | | | (2,366) | | |
Distributions to Parent | | | | | (400,292) | | | | | | (2,464) | | | | | | (2,500) | | |
Contributions from Parent | | | | | 50,700 | | | | | | — | | | | | | — | | |
Payment of mandatory redeemable noncontrolling interest | | | | | (5,500) | | | | | | (5,500) | | | | | | (7,000) | | |
Cash from GNOG reverse merger | | | | | 300,366 | | | | | | — | | | | | | — | | |
Net cash provided by (used in) financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
EFFECT OF EXHANGE RATE CHANGES ON CASH | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | | 315,119 | | | | | | 26,039 | | | | | | 21,669 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | | | | | 140,548 | | | | | | 114,509 | | | | | | 92,840 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | | | | $ | 455,667 | | | | | $ | 140,548 | | | | | $ | 114,509 | | |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 401,097 | | | | | $ | 102,462 | | | | | $ | 99,958 | | |
Restricted cash | | | | | 54,570 | | | | | | 38,086 | | | | | | 14,551 | | |
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | $ | 455,667 | | | | | $ | 140,548 | | | | | $ | 114,509 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Rooms | | | | $ | 34,377 | | | | | $ | 55,059 | | | | | $ | 55,274 | | |
Food and beverage | | | | | 29,718 | | | | | | 61,462 | | | | | | 65,908 | | |
Other | | | | | 6,665 | | | | | | 17,595 | | | | | | 17,696 | | |
| | | | $ | 70,760 | | | | | $ | 134,116 | | | | | $ | 138,877 | | |
Goodwill Sensitivity | | | Trademark Sensitivity | | |||||||||||||||||||||
(in thousands) | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | | Amount by Which Fair Value Exceeded Carrying Value | | | Impact to Fair Value from a 1% Increase in Discount Rate | | ||||||||||||
Del Frisco’s | | | | $ | 48,569 | | | | | $ | (20,604) | | | | | $ | 1,447 | | | | | $ | (5,094) | | |
Mastro’s | | | | | 156,506 | | | | | | (25,813) | | | | | | 12,320 | | | | | | (4,694) | | |
McCormick & Schmick’s(1) | | | | | 87,686 | | | | | | (9,236) | | | | | | — | | | | | | (314) | | |
Morton’s | | | | | 230,786 | | | | | | (22,164) | | | | | | — | | | | | | (1,828) | | |
Bubba Gump(2) | | | | | 235,837 | | | | | | (19,424) | | | | | | — | | | | | | — | | |
The Palm | | | | | — | | | | | | — | | | | | | 310 | | | | | | (2,300) | | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Authorized Capital Stock | | | The Current Charter authorizes 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | | New FEI will be authorized to issue shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share and shares of preferred stock. After giving effect to the Business Combination and based on the number of FAST Shares outstanding as of the record date, New FEI will have approximately shares of New FEI Class A common stock outstanding (assuming no redemptions), shares of New FEI Class B common stock outstanding and no shares of preferred stock issued and outstanding. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Rights of Preferred Stock | | | The Current Charter permits FAST’s board of directors to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preference and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. | | | The New FEI board will be authorized, subject to limitations prescribed by the TBOC and the Proposed Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The New FEI board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. | |
| Number and Qualification of Directors | | | The Current Charter provides that the number of directors of FAST, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by FAST’s board of directors pursuant to a resolution adopted by a majority of FAST’s board of directors. | | | New FEI’s board of directors must consist of not less than three and not more than eight members and the number of members is to be increased or decreased from time to time by resolution of the board. Directors of New FEI’s board following the Business Combination need not be stockholders of New FEI. | |
| Classification of the Board of Directors | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the FAST Board is classified into three classes of directors with staggered terms of office. | | | The New FEI board will not be classified. | |
| Election and Removal of Directors | | | Under the DGCL, holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast | | | Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation. Unless otherwise provided in the certificate of formation or the bylaws of a corporation, Texas law provides that at any meeting of shareholders called expressly | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | against his or her removal would be sufficient to elect such director. Thus, under the DGCL, a director of a corporation that does not have a classified board or permit cumulative voting may be removed, without cause, by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then-outstanding shares of capital stock of FAST entitled to vote generally in the election of directors, voting together as a single class. | | | for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of at least a majority of the shares then entitled to vote at any election of directors Except for directors for which holders of any series of outstanding preferred stock are entitled to elect and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement, any director or the entire New FEI board may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of New FEI capital stock entitled to vote generally in the election of directors, voting together as a single class. | |
| Voting | | | The Current Charter provides that the holders of the Class A common stock and the Class B common stock exclusively possess all voting power with respect to FAST. The holders of FAST’s common stock shall be entitled to one vote for each such share on each matter properly submitted to FAST’s stockholders on which the holders of FAST’s common stock are entitled to vote. | | | Holders of New FEI Class A common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Holders of New FEI Class B common stock are entitled to ten votes per share on all matters submitted to the stockholders for their vote or approval. | |
| Cumulative Voting | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter does not authorize cumulative voting. | | | Holders of New FEI’s common stock will not have cumulative voting rights. | |
| Vacancies on the Board of Directors | | | The Current Charter provides that vacancies in FAST’s board of directors and newly created directorships resulting from any increase in the authorized number of directors or resulting from death, resignation, retirement, | | | Texas law provides that, unless otherwise authorized by a corporation’s certificate of formation, a vacancy on a corporation’s board of directors which the holders of a class or series of shares, or group of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). | | | classes or series of shares, are entitled to elect, may be filled only by (i) the affirmative vote of the majority of directors in office elected by such class, series or group; (ii) the sole remaining director elected in that manner; or (iii) the affirmative vote of the holders of the outstanding shares of such class, series or group. Except as otherwise expressly required by law, and subject to the rights of the holders of any one or more series of preferred stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), any vacancies on New FEI’s board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of the remaining directors then in office, even if less than a quorum of the board. Any director so chosen shall hold office until the next annual meeting of stockholders at which his or her term shall expire and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office. | |
| Special Meeting of the Board of Directors | | | There is no such provision in the Current Charter. | | | Special meetings of New FEI’s board for any purpose or purposes may be called at any time by the chairperson of the board or a majority of the total number of directors constituting the board. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| Stockholder Action by Written Consent | | | The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Under the Current Charter, any action required or permitted to be taken by the stockholders of FAST must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to which action may be taken by written consent. | | | So long as New FEI qualifies as a “controlled company” in Section 303A.00 of the NYSE Listed Company Manual, any action required or permitted to be taken by New FEI’s stockholders may be effected by the consent in writing of the holders of outstanding New FEI capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | |
| Amendment of the Charter | | | Under Delaware law, an amendment to a charter generally requires the approval of FAST’s board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. | | | Subject to the Stockholders’ Agreement (for so long as it remains in effect), New FEI will reserve the right to amend, alter, change or repeal any provision contained in the Proposed Charter, in the manner prescribed by the Proposed Charter and the TBOC. | |
| Amendment of the Bylaws | | | FAST’s board of directors is expressly authorized to make, alter, amend or repeal the Current Bylaws by an affirmative vote of a majority of the FAST Board. The Current Bylaws may also be adopted, amended, altered or repealed by the FAST Stockholders representing a majority of the voting power of all of the then-outstanding shares | | | Under Texas law, unless a corporation’s certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws regardless of whether they may also be amended by the board of directors. The Proposed Bylaws may be | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | of capital stock of FAST entitled to vote generally in the election of directors. | | | altered, amended or repealed in whole or in part in accordance with the Proposed Charter, the Stockholders’ Agreement and the TBOC. | |
| Quorum | | | Board of Directors. A majority of FAST’s board of directors constitutes a quorum at any meeting of FAST’s board of directors. Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum. | | | Board of Directors. A majority of the total number of New FEI directors shall constitute a quorum for the transaction of business; provided, that to the fullest extent permitted by the TBOC, the presence of the chairperson of the board shall be necessary in order for a quorum to be obtained at any meeting of New FEI’s board. Notwithstanding the foregoing, in the event that the chairperson of the board is unable to attend any emergency meeting of the board, as determined by the board in good faith, by reason of temporary disability or otherwise, the presence of the chairperson of the board shall not be necessary in order for such quorum to be obtained and the board may appoint a director as interim chairperson of the board to preside over such meeting. Stockholders. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. | |
| Special Meetings of Stockholders | | | Under Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The Current Bylaws provide that a special meeting of stockholders may be called by the Secretary of FAST at the written request of the majority of the board of directors of FAST, by the | | | Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation. A special meeting may also be called by the holder of the percentage of shares specified in the certificate of formation, not to exceed 50% of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | Chairman of the board or by the Chief Executive Officer of FAST. | | | the shares entitled to vote, or if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting. Special meetings of New FEI’s stockholders may be called only by or at the direction of (i) the board of New FEI, (ii) the chairman of such board or (iii) so long as New FEI is a “controlled company,” by the secretary of New FEI at the request of any holder entitled to vote generally in the election of directors. | |
| Notice of Stockholder Meetings | | | Whenever notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. | | | Under Texas law, notice of a meeting of shareholders must be given as required in a corporation’s governing documents, and must state the date of time of the meeting, and the location or conference information used for the meeting. The notice of any meeting of stockholders shall be sent or otherwise given in accordance with the Proposed Bylaws not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining the stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat. Stockholders and proxy holders not physically present at a meeting of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | stockholders may, by means of remote communication participate in a meeting of stockholders be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (x) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. | |
| Stockholder Proposals (Other than Nominations of Persons for Election as Directors) | | | There is no such provision in the Current Charter. | | | At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of New FEI’s board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the board or the chairperson of the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) was a New FEI stockholder both at the time of | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice procedures. | |
| Stockholder Nominations of Persons for Election as Directors | | | Nominations of persons for election to FAST’s board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to FAST’s notice of meeting only by giving notice to the secretary must be received by the secretary at the principal executive offices of FAST (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by FAST; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by FAST. | | | Nominations of any person for election to New FEI’s board at an annual meeting may be made at such meeting only (a) by or at the direction of the board, including by any committee or persons authorized to do so by the board or the Proposed Bylaws, or (b) by a stockholder present in person who (1) was a beneficial owner of New FEI shares both at the time of giving required notice and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with notice and nomination procedures set forth in the Proposed Bylaws. | |
| Limitation of Liability of Directors and Officers | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with | | | Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director violated his or her duty of loyalty to the FAST or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. | | | liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director. The Proposed Charter will limit the liability of the New FEI directors to the fullest extent permitted by the TBOC. | |
| Indemnification of Directors and Officers | | | The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter provides that FAST will indemnify each director and officer to the fullest extent permitted by applicable law. | | | Under Texas law, a corporation must indemnify a director for his service at the corporation and for service at the corporation as a representative of another entity against reasonable expenses actually incurred by the director in connection with a proceeding because of such service if the director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court determines that a director, former director or representative is entitled to indemnification, the court will order indemnification by the corporation and award the person expenses incurred in securing the indemnification. Texas law also permits corporations to indemnify present or former directors and representatives of other entities serving as such directors in certain situations where indemnification is not mandated by law; however, such permissive indemnification is subject to various limitations. Under Texas law, a court may also order indemnification under various | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | circumstances, and officers must be indemnified to the same extent as directors. The Proposed Charter provides that New FEI will provide directors with customary indemnification and advancement of expenses. New FEI expects to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to New FEI or on its behalf. | |
| Dividends | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of preferred stock and the charter requirements relating to business combinations, holders of shares of common stock are entitled to | | | The holders of New FEI Class A common stock and New FEI Class B common stock will be entitled to receive dividends, as and if declared by the New FEI board, out of legally available funds. Under the Proposed Charter, dividends may not be declared or paid in respect of the New FEI Class A common stock or the New FEI Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. For any Convertible Security declared as a dividend or paid as a dividend on the Class A common stock and the Class B common stock, each voting security of New FEI underlying such Convertible Security paid to holders of Class B common stock will be convertible into the voting security underlying the Convertible Security paid to the holders of Class A common stock upon terms and conditions that are substantially similar to the terms and conditions applicable to the conversion of Class B common stock into Class A common stock. | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | receive such dividends and other distributions (payable in cash, property or capital stock of FAST) when, as and if declared thereon by FAST’s board of directors from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | | |
| Liquidation | | | In the event of any voluntary or involuntary liquidation, dissolution or winding up of FAST, after payment or provision for payment of the debts and other liabilities of FAST, the holders of shares of common stock shall be entitled to receive all the remaining assets of FAST available for distribution to its stockholders, ratably in proportion to the number of shares of common stock held by them. | | | Upon New FEI’s liquidation or dissolution, the holders of common stock are entitled to their respective par value, and will be entitled to share ratably in those of New FEI’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. | |
| Supermajority Voting Provisions | | | Amendments to Article VIII (Indemnification) of the Current Charter require the affirmative vote of FAST’s stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of FAST. | | | In addition to any affirmative vote of the holders of any particular class or series of capital stock of New FEI required by law or by the Proposed Bylaws or by the Proposed Charter, any alteration, amendment or repeal of the sections of the Proposed Charter concerning the board of directors; meetings of stockholders; corporate opportunities; limitation of liability; indemnification; adoption, amendment and repeal of the Proposed Charter; or forum for adjudication of disputes will require the affirmative vote of (a) a majority of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, while shares representing a majority of the voting power of all the then-outstanding shares of capital stock of New FEI entitled to vote at an annual or special meeting | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | duly noticed and called in accordance with the Proposed Charter are owned by Mr. Tillman J. Fertitta (“Founder Control”); or (b) at least two-thirds of the total voting power of the outstanding shares of capital stock of New FEI entitled to vote thereon, voting together as a single class, from and after the time that New FEI ceases to be under Founder Control. | |
| Anti-Takeover Provisions and Other Stockholder Protections | | | The anti-takeover provisions and other stockholder protections in the Current Charter include the staggered board, blank check preferred stock, and an election to be subject to Section 203 of the DGCL, which regulates corporate takeovers, among others. | | | The affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610) provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “Affiliated Shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an Affiliated Shareholder unless: (1) the business combination or purchase or acquisition of shares made by the Affiliated Shareholder was approved by the board of directors of the corporation before the Affiliated Shareholder became an Affiliated Shareholder or (2) the business combination was approved by the affirmative vote of at least two-thirds majority of the outstanding voting shares of the corporation not beneficially owned by the Affiliated Shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the Affiliated Shareholder became an Affiliated Shareholder. The provisions of the Proposed Charter and Proposed Bylaws | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | and of the TBOC may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of New FEI Class A common stock. See “Description of New FEI Securities – Anti-Takeover Effects of Provisions of the Proposed Charter and Proposed Bylaws” for a description of the relevant provisions in the Proposed Charter and Proposed Bylaws. | |
| Preemptive Rights | | | There are no preemptive rights provisions in the Current Charter. | | | There are no preemptive rights provisions in the Proposed Charter. | |
| Choice of Forum | | | The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of FAST, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of FAST to FAST or FAST’s stockholders, (iii) any action asserting a claim against FAST, its directors, officers or employees arising pursuant to any provision of the DGCL or its charter or bylaws, or (iv) any action asserting a claim against FAST, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | The Proposed Charter provides that, to the fullest extent permitted by law, and unless New FEI provides notice in writing to the selection of an alternative forum, the Southern District of Texas in the State of Texas will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New FEI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New FEI’s directors, officers, employees or agents to New FEI or its stockholders, (iii) any action asserting a claim against New FEI, its directors, officers, employees or agents arising pursuant to any provision of the TBOC, the Proposed Charter or Proposed Bylaws or as to which the TBOC confers jurisdiction on the Southern District of Texas in the State of Texas or (iv) any action asserting a claim against New FEI, its directors, officers, employees or agents governed by the internal affairs doctrine, in each such case subject to such Southern District of Texas having personal jurisdiction over the indispensable parties named as | |
| | | | FAST Stockholder Rights | | | New FEI Stockholder Rights | |
| | | | | | | defendants therein. The Proposed Charter will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
| | | Before the Business Combination | | | After the Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | Assuming No Redemption | | | Assuming Redemption of 6,747,486 shares of Company Class A common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | New FEI Class A common stock | | | New FEI Class B common stock | | | New FEI Class A common stock | | | New FEI Class B common stock | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of shares of common stock | | | % | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | | Number of shares | | | % of Total New FEI Class A common stock | | | Number of shares | | | % of Total New FEI Class B common stock | | | % of Total Voting Power** | | |||||||||||||||||||||||||||||||||||||||
Sandy Beall | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Schreiber | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Todd Higgins | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kimberly Grant | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Reddy | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Arani | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay Chadda | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice Elliot | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steve Kassin | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Lastoria | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (ten individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FAST Sponsor, LLC(3) | | | | | 5,000,000(2) | | | | | | 20.0 | | | | | | 20.0 | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 3,000,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Sculptor Capial LP(4) | | | | | 1,737,700 | | | | | | 6.9 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Scopus Capital, Inc.(5) | | | | | 1,250,000 | | | | | | 5.0 | | | | | | — | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,250,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chatham Asset Management, LLC(6) | | | | | 3,574,862 | | | | | | 13.5 | | | | | | — | | | | | | 52,545,062 | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | * | | | | | | 52,545,062 | | | | | | 3.7 | | | | | | — | | | | | | — | | | | | | * | | |
Eagle Asset Management, Inc.(7) | | | | | 2,593,758 | | | | | | 10.4 | | | | | | — | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,737,700 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers of New FEI after the transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tilman J. Fertitta(8) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael S. Chadwick | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
G. Michael Stevens | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (eight individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,606,656 | | | | | | 3.8% | | | | | | 447,532,004 | | | | | | 100.0% | | | | | | 96.9% | | | | | | 5,606,656 | | | | | | 4.0% | | | | | | 447,532,004 | | | | | | 100% | | | | | | 97.1% | | |
Name | | | Age | | | Position | |
Tilman J. Fertitta | | | 63 | | | Chairman, Chief Executive Officer, President and Director Nominee | |
Richard H. Liem | | | 67 | | | Executive Vice President, Chief Financial Officer and Director Nominee | |
Steven L. Scheinthal | | | 59 | | | Executive Vice President, General Counsel and Director Nominee | |
Michael S. Chadwick | | | 59 | | | Director Nominee | |
G. Michael Stevens | | | 60 | | | Director Nominee | |
Scott Kelly | | | 57 | | | Director Nominee | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Tilman Fertitta | | | | | 2020 | | | | | | 2,092,193 | | | | | | — | | | | | | 380,531(2) | | | | | | 2,472,724 | | |
President and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rick Liem | | | | | 2020 | | | | | | 576,044 | | | | | | 1,000,000 | | | | | | 24,333(3) | | | | | | 1,600,377 | | |
Treasurer, Executive Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steve Scheinthal | | | | | 2020 | | | | | | 674,333 | | | | | | 1,000,000 | | | | | | 32,773(3) | | | | | | 1,707,106 | | |
Secretary, Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pre-Adjustment 2020 Annual Base Salary (Prior to March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective March 23, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective July 16, 2020) | | | Post-Adjustment 2020 Annual Base Salary (Effective October 1, 2020) | | ||||||||||||
Tilman Fertitta | | | | $ | 2,833,530.24 | | | | | $ | 1,416,765.12 | | | | | $ | 1,983,471.17 | | | | | $ | 2,266,824.19 | | |
Rick Liem | | | | $ | 848,720.16 | | | | | $ | 424,360.08 | | | | | $ | 522,104.16 | | | | | $ | 608,776.08 | | |
Steve Scheinthal | | | | $ | 901,765.20 | | | | | $ | 450,882.60 | | | | | $ | 631,235.76 | | | | | $ | 721,412.16 | | |
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| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 1,039,484 | | |
| Prepaid expenses | | | | | 294,916 | | |
| Total current assets | | | | | 1,334,400 | | |
| Investments held in Trust Account | | | | | 200,067,535 | | |
| Total Assets | | | | $ | 201,401,935 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,580 | | |
| Accrued expenses | | | | | 123,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Total current liabilities | | | | | 242,903 | | |
| Derivative warrant liabilities | | | | | 28,320,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | |
| Total liabilities | | | | | 35,562,903 | | |
| Commitments and Contingencies | | | | | | | |
| Class A common stock; 16,083,903 shares subject to possible redemption at $10.00 per share | | | | | 160,839,030 | | |
| Stockholders’ Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,916,097 shares issued and outstanding (excluding 16,083,903 shares subject to possible redemption) | | | | | 392 | | |
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | | | 500 | | |
| Additional paid-in capital | | | | | 21,133,625 | | |
| Accumulated deficit | | | | | (16,134,515) | | |
| Total stockholders’ equity | | | | | 5,000,002 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 201,401,935 | | |
| General and administrative expenses | | | | $ | 213,673 | | |
| Administrative expenses – related party | | | | | 60,000 | | |
| Franchise tax expense | | | | | 114,023 | | |
| Loss from operations | | | | | (387,696) | | |
| Other income (expense) | | | | | | | |
| Change in the fair value of derivative warrant liabilities | | | | | (15,340,000) | | |
| Financing costs – derivative warrant liabilities | | | | | (474,390) | | |
| Net gain from investments held in Trust Account | | | | | 67,571 | | |
| Net loss | | | | $ | (16,134,515) | | |
| Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | |
| Basic and diluted net loss per share, Class A common stock | | | | $ | — | | |
| Weighted average shares outstanding of Class B common stock | | | | | 5,000,000 | | |
| Basic and diluted net loss per share, Class B common stock | | | | $ | (3.23) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A Shares | | | Amount | | | Class B Shares | | | Amount | | ||||||||||||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, less fair value of public warrants | | | | | 20,000,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 191,998,000 | | | | | | — | | | | | | 192,000,000 | | |
Offering costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,071,453) | | | | | | — | | | | | | (11,071,453) | | |
Excess of cash received over fair value of private placement warrants | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,020,000 | | | | | | — | | | | | | 1,020,000 | | |
Forfeiture of Class B common stock | | | | | — | | | | | | — | | | | | | (750,000) | | | | | | (75) | | | | | | 75 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption | | | | | (16,083,903) | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (160,837,422) | | | | | | — | | | | | | (160,839,030) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,134,515) | | | | | | (16,134,515) | | |
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (16,134,515) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Change in fair value of derivative liabilities | | | | | 15,340,000 | | |
| Financing cost – derivative warrant liabilities | | | | | 474,390 | | |
| Net gain from investments held in Trust Account | | | | | (67,535) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts payable | | | | | 5,580 | | |
| Prepaid expenses | | | | | (294,916) | | |
| Accrued expenses | | | | | 38,300 | | |
| Franchise tax payable | | | | | 114,023 | | |
| Net cash used in operating activities | | | | | (524,673) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Cash deposited in Trust Account | | | | | (200,000,000) | | |
| Net cash used in investing activities | | | | | (200,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Sponsor | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 300,000 | | |
| Repayment of note payable to related party | | | | | (300,000) | | |
| Advances from related party | | | | | 53,947 | | |
| Repayment of advances from related party | | | | | (53,947) | | |
| Proceeds received from initial public offering, gross | | | | | 200,000,000 | | |
| Proceeds received from private placement | | | | | 6,000,000 | | |
| Offering costs paid | | | | | (4,460,843) | | |
| Net cash provided by financing activities | | | | | 201,564,157 | | |
| Net increase in cash | | | | | 1,039,484 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,039,484 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
| Forfeiture of Class B common stock | | | | $ | 75 | | |
| Offering costs included in accrued expenses | | | | $ | 85,000 | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 7,000,000 | | |
| Initial value of Class A common stock subject to possible redemption | | | | $ | 176,448,260 | | |
| Change in initial value of Class A common stock subject to possible redemption | | | | $ | (15,609,230) | | |
| | | As of December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 242,903 | | | | | $ | — | | | | | $ | 242,903 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 28,320,000 | | | | | | 28,320,000 | | |
Total liabilities | | | | | 7,242,903 | | | | | | 28,320,000 | | | | | | 35,562,903 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,159,030 | | | | | | (28,320,000) | | | | | | 160,839,030 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 108 | | | | | | 284 | | | | | | 392 | | |
Class B common stock – $0.0001 par value | | | | | 500 | | | | | | — | | | | | | 500 | | |
Additional paid-in-capital | | | | | 5,319,519 | | | | | | 15,814,106 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (320,125) | | | | | | (15,814,390) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,002 | | | | | | — | | | | | | 5,000,002 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,401,935 | | | | | $ | — | | | | | $ | 201,401,935 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (387,696) | | | | | $ | — | | | | | $ | (387,696) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | (15,340,000) | | | | | | (15,340,000) | | |
Financing costs – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 67,571 | | | | | | — | | | | | | 67,571 | | |
Total other (expense) income | | | | | 67,571 | | | | | | (15,814,390) | | | | | | (15,746,819) | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Basic and Diluted weighted-average Class A common stock outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | — | | |
Basic and Diluted weighted-average Class B common stock outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.06) | | | | | $ | (3.17) | | | | | $ | (3.23) | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (320,125) | | | | | $ | (15,814,390) | | | | | $ | (16,134,515) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | 15,340,000 | | | | | $ | 15,340,000 | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
| | | Period From June 4, 2020 (Inception) Through December 31, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | (15,704,840) | | | | | $ | (15,609,230) | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of August 25, 2020 | | | As of September 30, 2020 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 9.60 | | | | | $ | 9.58 | | | | | $ | 10.24 | | |
Volatility | | | | | 15.5% | | | | | | 15.5% | | | | | | 24.0% | | |
Expected life of the options to convert | | | | | 6 | | | | | | 5.75 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.40% | | | | | | 0.35% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Issuance of Public and Private Warrants, Level 3 measurments | | | | $ | 12,980,000 | | |
| Transfer out of Public Public Warrants to Level 1 | | | | | (7,900,000) | | |
| Change in fair value of derivative warrant liabilities measured with Level 3 inputs | | | | | 5,840,000 | | |
| Derivative warrant liabilities measured with Level 3 inputs, December 31, 2020 | | | | $ | 10,920,000 | | |
| Current | | | | | | | |
| Federal | | | | $ | (22,355) | | |
| State | | | | | — | | |
| Deferred | | | | | | | |
| Federal | | | | | (44,871) | | |
| State | | | | | — | | |
| Change in valuation allowance | | | | | 67,226 | | |
| Income tax provision | | | | $ | — | | |
| Deferred tax asset: | | | | | | | |
| Start-up/organization costs | | | | $ | 44,871 | | |
| Net operating loss carryforwards | | | | | 22,355 | | |
| Total deferred tax assets | | | | | 67,226 | | |
| Valuation allowance | | | | | (67,226) | | |
| Deferred tax asset, net of allowance | | | | $ | — | | |
| Statutory Federal income tax rate | | | | | 21.0% | | |
| Change in fair value of derivative warrant liabilities | | | | | (20.0) | | |
| Financing cost on derivative warrant liabilities | | | | | (0.6) | | |
| Change in Valuation Allowance | | | | | (0.4)% | | |
| Effective tax rate | | | | | 0.0% | | |
| | | As of September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Balance Sheet | | | | | | | | | | | | | | | | | | | |
Total assets | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | | $ | 197,020 | | | | | $ | — | | | | | $ | 197,020 | | |
Deferred underwriting commissions | | | | | 7,000,000 | | | | | | — | | | | | | 7,000,000 | | |
Derivative warrant liabilities | | | | | — | | | | | | 12,640,000 | | | | | | 12,640,000 | | |
Total liabilities | | | | | 7,197,020 | | | | | | 12,640,000 | | | | | | 19,837,020 | | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | | | | | 189,332,650 | | | | | | (12,640,000) | | | | | | 176,692,650 | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Preferred stock- $0.0001 par value | | | | | — | | | | | | — | | | | | | — | | |
Class A common stock – $0.0001 par value | | | | | 107 | | | | | | 126 | | | | | | 233 | | |
Class B common stock – $0.0001 par value | | | | | 575 | | | | | | — | | | | | | 575 | | |
Additional paid-in-capital | | | | | 5,145,825 | | | | | | 134,264 | | | | | | 5,280,089 | | |
Accumulated deficit | | | | | (146,502) | | | | | | (134,390) | | | | | | (280,892) | | |
Total stockholders’ equity | | | | | 5,000,005 | | | | | | — | | | | | | 5,000,005 | | |
Total liabilities and stockholders’ equity | | | | $ | 201,529,675 | | | | | $ | — | | | | | $ | 201,529,675 | | |
| | | Three Months Ended September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (146,829) | | | | | $ | — | | | | | $ | (146,829) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (128,295) | | | | | $ | (134,390) | | | | | $ | (262,685) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A common shares | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B common shares | | | | $ | (0.03) | | | | | $ | (0.02) | | | | | $ | (0.05) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Operations | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | | $ | (165,036) | | | | | $ | — | | | | | $ | (165,036) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | — | | | | | | 340,000 | | | | | | 340,000 | | |
Financing cost – derivative warrant liabilities | | | | | — | | | | | | (474,390) | | | | | | (474,390) | | |
Net gain from investments held in Trust Account | | | | | 18,534 | | | | | | — | | | | | | 18,534 | | |
Total other (expense) income | | | | | 18,534 | | | | | | (134,390) | | | | | | (115,856) | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Basic and Diluted weighted-average Class A common shares outstanding | | | | | 20,000,000 | | | | | | — | | | | | | 20,000,000 | | |
Basic and Diluted net loss per Class A share | | | | $ | 0.00 | | | | | | — | | | | | $ | 0.00 | | |
Basic and Diluted weighted-average Class B common shares outstanding | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Basic and Diluted net loss per Class B share | | | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.06) | | |
| | | Period From June 4, 2020 (Inception) Through September 30, 2020 | | |||||||||||||||
| | | As Previously Reported | | | Restatement Adjustment | | | As Restated | | |||||||||
Unaudited Condensed Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss | | | | $ | (146,502) | | | | | $ | (134,390) | | | | | $ | (280,892) | | |
Change in fair value of derivative warrant liabilities | | | | $ | — | | | | | $ | (340,000) | | | | | $ | (340,000) | | |
Financing Costs – derivative warrant liabilities | | | | $ | — | | | | | $ | 474,390 | | | | | $ | 474,390 | | |
Initial value of Class A common stock subject to possible redemption | | | | $ | 189,429,260 | | | | | $ | (12,981,000) | | | | | $ | 176,448,260 | | |
Change in fair value of Class A common stock subject to possible redemption | | | | $ | 95,610 | | | | | $ | 148,780 | | | | | $ | 244,390 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
| | | (Unaudited) | | | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | | | $ | 358,367 | | | | | $ | 1,039,484 | | |
Prepaid expenses | | | | | 264,143 | | | | | | 294,916 | | |
Total current assets | | | | | 622,510 | | | | | | 1,334,400 | | |
Investments held in Trust Account | | | | | 199,993,515 | | | | | | 200,067,535 | | |
Total Assets | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 80,144 | | | | | $ | 5,580 | | |
Accrued expenses | | | | | 1,826,290 | | | | | | 123,300 | | |
Franchise tax payable | | | | | 49,315 | | | | | | 114,023 | | |
Total current liabilities | | | | | 1,955,749 | | | | | | 242,903 | | |
Derivative warrant liabilities | | | | | 48,940,000 | | | | | | 28,320,000 | | |
Deferred underwriting commissions in connection with the initial public offering | | | | | 7,000,000 | | | | | | 7,000,000 | | |
Total liabilities | | | | | 57,895,749 | | | | | | 35,562,903 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock; 13,772,027 and 16,083,903 shares subject to possible redemption at 10.00 per share as of June 30, 2021 and December 31, 2020, respectively | | | | | 137,720,270 | | | | | | 160,839,030 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | | | | | — | | |
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; 6,227,973 and 3,916,097 shares issued and outstanding (excluding 13,772,027 and 16,083,903 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | | | | | 623 | | | | | | 392 | | |
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | | | | | 500 | | | | | | 500 | | |
Additional paid-in capital | | | | | 44,252,155 | | | | | | 21,133,625 | | |
Accumulated deficit | | | | | (39,253,272) | | | | | | (16,134,515) | | |
Total stockholders’ equity | | | | | 5,000,006 | | | | | | 5,000,002 | | |
Total Liabilities and Stockholders’ Equity | | | | $ | 200,616,025 | | | | | $ | 201,401,935 | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||
General and administrative expenses | | | | $ | 483,010 | | | | | $ | 2,334,452 | | | | | $ | 3,910 | | |
Administrative expenses – related party | | | | | 45,000 | | | | | | 90,000 | | | | | | — | | |
Franchise tax expense | | | | | 46,668 | | | | | | 96,763 | | | | | | 14,297 | | |
Loss from operations | | | | | (574,678) | | | | | | (2,521,215) | | | | | | (18,207) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | (1,700,000) | | | | | | (20,620,000) | | | | | | — | | |
Net gain (loss) from investments held in Trust Account | | | | | (2,446) | | | | | | 22,458 | | | | | | — | | |
Net loss | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Weighted average shares outstanding of Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income (loss) per share, Class A common stock | | | | $ | (0.00) | | | | | | 0.00 | | | | | $ | — | | |
Weighted average shares outstanding of Class B common stock(1) | | | | | 5,000,000 | | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | | | | $ | — | | |
| | | For The Three and Six Months Ended June 30, 2021 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 3,916,097 | | | | | $ | 392 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 21,133,625 | | | | | $ | (16,134,515) | | | | | $ | 5,000,002 | | |
Common stock subject to possible redemption | | | | | 2,084,164 | | | | | | 208 | | | | | | — | | | | | | — | | | | | | 20,841,432 | | | | | | — | | | | | | 20,841,640 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,841,633) | | | | | | (20,841,633) | | |
Balance – March 31, 2021 (unaudited) | | | | | 6,000,261 | | | | | $ | 600 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 41,975,057 | | | | | $ | (36,976,148) | | | | | $ | 5,000,009 | | |
Common stock subject to possible redemption | | | | | 227,712 | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 2,277,098 | | | | | | — | | | | | | 2,277,121 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,277,124) | | | | | | (2,277,124) | | |
Balance – June 30, 2021 (unaudited) | | | | | 6,227,973 | | | | | $ | 623 | | | | | | 5,000,000 | | | | | $ | 500 | | | | | $ | 44,252,155 | | | | | $ | (39,253,272) | | | | | $ | 5,000,006 | | |
| | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | |||||||||||||||||||||||||||||||||||||||
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – June 4, 2020 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor (1) | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,207) | | | | | | (18,207) | | |
Balance – June 30, 2020 (unaudited) | | | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (18,207) | | | | | $ | 6,793 | | |
| | | For the Six Months Ended June 30, 2021 | | | For The Period From June 4, 2020 (inception) through June 30, 2020 | | ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss | | | | $ | (23,118,757) | | | | | $ | (18,207) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | 20,620,000 | | | | | | — | | |
Net gain from investments held in Trust Account | | | | | (22,458) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | | 74,564 | | | | | | 3,910 | | |
Prepaid expenses | | | | | 30,773 | | | | | | — | | |
Accrued expenses | | | | | 1,702,990 | | | | | | — | | |
Franchise tax payable | | | | | (64,707) | | | | | | 14,297 | | |
Net cash used in operating activities | | | | | (777,595) | | | | | | — | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Interest released from Trust Account | | | | | 96,478 | | | | | | — | | |
Net cash provided by investing activities | | | | | 96,478 | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | | | — | | | | | | 25,000 | | |
Proceeds from note payable to related party | | | | | — | | | | | | 300,000 | | |
Advances from related party | | | | | — | | | | | | 53,947 | | |
Deferred offering costs paid | | | | | — | | | | | | (43,625) | | |
Net cash provided by financing activities | | | | | — | | | | | | 335,322 | | |
Net increase (decrease) in cash | | | | | (681,117) | | | | | | 335,322 | | |
Cash – beginning of the period | | | | | 1,039,484 | | | | | | — | | |
Cash – end of the period | | | | $ | 358,367 | | | | | $ | 335,322 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Offering costs included in accounts payable | | | | $ | — | | | | | $ | 26,117 | | |
Offering costs included in accrued expenses | | | | $ | — | | | | | $ | 141,666 | | |
Change in value of Class A common stock subject to possible redemption | | | | $ | (23,118,761) | | | | | $ | — | | |
| | | For the Three Months Ended June 30, 2021 | | | For the Six Months Ended June 30, 2021 | | ||||||
Class A common stock | | | | | | | | | | | | | |
Numerator: Income (loss) allocable to Class A common stock | | | | | | | | | | | | | |
Income (loss) from investments held in Trust Account | | | | $ | (2,446) | | | | | $ | 22,458 | | |
Less: Company’s portion available to be withdrawn to pay taxes | | | | | — | | | | | | 22,458 | | |
Net income (loss) attributable | | | | $ | (2,446) | | | | | $ | — | | |
Denominator: Weighted average Class A common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Basic and diluted net income per share, Class A common stock | | | | $ | (0.00) | | | | | $ | 0.00 | | |
Class B common stock | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A common stock | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (2,277,124) | | | | | $ | (23,118,757) | | |
Net income (loss) allocable to Class A common stock | | | | | 2,446 | | | | | | — | | |
Net income (loss) attributable | | | | $ | (2,274,678) | | | | | $ | (23,118,757) | | |
Denominator: weighted average Class B common stock | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B common stock | | | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share, Class B common stock | | | | $ | (0.45) | | | | | $ | (4.62) | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 199,993,515 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 29,800,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 19,140,000 | | |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account | | | | $ | 200,067,535 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Derivative warrant liabilities – Public Warrants | | | | $ | 17,400,000 | | | | | $ | — | | | | | $ | — | | |
Derivative warrant liabilities – Private Warrants | | | | $ | — | | | | | $ | — | | | | | $ | 10,920,000 | | |
| | | As of June 30, 2021 | | | As of March 31, 2021 | | | As of December 31, 2020 | | |||||||||
Stock Price | | | | $ | 11.81 | | | | | $ | 12.52 | | | | | $ | 10.24 | | |
Volatility | | | | | 27.7% | | | | | | 15.0% | | | | | | 16.0% | | |
Expected life of the options to convert | | | | | 5.0 | | | | | | 5.25 | | | | | | 5.5 | | |
Risk-free rate | | | | | 0.91% | | | | | | 0.98% | | | | | | 0.43% | | |
Dividend yield | | | | | 0.0% | | | | | | 0.0% | | | | | | 0.0% | | |
| Warrant liabilities at January 1, 2021 – Level 3 measurements | | | | $ | 10,920,000 | | |
| Change in fair value of warrant liabilities – Level 3 measurments | | | | | 7,320,000 | | |
| Warrant liabilities at March 31, 2021 – Level 3 measurements | | | | $ | 18,240,000 | | |
| Change in fair value of warrant liabilities – Level 3 measurments | | | | | 900,000 | | |
| Warrant liabilities at June 30, 2021 – Level 3 measurements | | | | $ | 19,140,000 | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 401,097 | | | | | $ | 102,462 | | |
Restricted cash | | | | | 54,570 | | | | | | 38,086 | | |
Accounts receivable – trade and other, net | | | | | 61,433 | | | | | | 85,411 | | |
Income taxes receivable | | | | | 38,321 | | | | | | 5,008 | | |
Inventories | | | | | 90,610 | | | | | | 121,848 | | |
Other current assets | | | | | 24,595 | | | | | | 27,140 | | |
Total current assets | | | | | 670,626 | | | | | | 379,955 | | |
PROPERTY AND EQUIPMENT, net | | | | | 2,281,618 | | | | | | 2,432,648 | | |
OPERATING LEASE RIGHT-OF-USE ASSETS, net | | | | | 905,159 | | | | | | 914,814 | | |
INVESTMENT IN AFFILIATES AND JOINT VENTURES | | | | | 26,745 | | | | | | 26,308 | | |
ACCOUNTS AND NOTES RECEIVABLE, affiliates | | | | | 108,691 | | | | | | 85,148 | | |
GOODWILL | | | | | 449,369 | | | | | | 453,276 | | |
INTANGIBLE ASSETS, net | | | | | 312,698 | | | | | | 350,513 | | |
LONG-TERM DEFERRED TAX ASSETS | | | | | 181,254 | | | | | | 152,395 | | |
OTHER ASSETS, net | | | | | 69,069 | | | | | | 67,235 | | |
Total assets | | | | $ | 5,005,229 | | | | | $ | 4,862,292 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 168,507 | | | | | $ | 227,414 | | |
Accrued liabilities | | | | | 649,176 | | | | | | 566,808 | | |
Income taxes payable | | | | | 184 | | | | | | 5,622 | | |
Current portion of long-term debt | | | | | 37,045 | | | | | | 30,576 | | |
Operating lease liabilities | | | | | 117,817 | | | | | | 116,741 | | |
Total current liabilities | | | | | 972,729 | | | | | | 947,161 | | |
LONG-TERM DEBT, net of current portion | | | | | 4,763,628 | | | | | | 4,322,048 | | |
FINANCE LEASE OBLIGATIONS | | | | | 19,656 | | | | | | 16,144 | | |
NONCURRENT OPERATING LEASE LIABILITIES | | | | | 900,186 | | | | | | 897,065 | | |
WARRANT DERIVATIVE LIABILITIES | | | | | 176,359 | | | | | | — | | |
OTHER LIABILITIES | | | | | 81,796 | | | | | | 76,403 | | |
Total liabilities | | | | | 6,914,354 | | | | | | 6,258,821 | | |
COMMITMENTS AND CONTINGENCIES (Note 15) | | | | | | | | | | | | | |
REDEEMABLE NONCONTROLLING INTEREST | | | | | 2,736 | | | | | | 2,492 | | |
STOCKHOLDERS’ DEFICIT: | | | | | | | | | | | | | |
Common stock, $0.01 par value, 60,000 shares authorized, 1 shares issued and outstanding | | | | | — | | | | | | — | | |
Additional paid-in capital | | | | | 703,722 | | | | | | 640,800 | | |
Accumulated deficit | | | | | (1,749,661) | | | | | | (2,040,166) | | |
Accumulated other comprehensive loss | | | | | (3,557) | | | | | | (3,644) | | |
FEI stockholder’s deficit | | | | | (1,049,496) | | | | | | (1,403,010) | | |
NONCONTROLLING INTERESTS | | | | | (862,365) | | | | | | 3,989 | | |
Total stockholders’ deficit | | | | | (1,911,861) | | | | | | (1,399,021) | | |
Total liabilities and stockholders’ deficit | | | | $ | 5,005,229 | | | | | $ | 4,862,292 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality | | | | $ | 1,543,946 | | | | | $ | 2,391,304 | | | | | $ | 2,505,857 | | |
Gaming: | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 452,502 | | | | | | 543,961 | | | | | | 548,712 | | |
Rooms | | | | | 104,313 | | | | | | 171,660 | | | | | | 174,189 | | |
Food and beverage | | | | | 131,302 | | | | | | 272,878 | | | | | | 280,199 | | |
Other | | | | | 58,341 | | | | | | 104,734 | | | | | | 98,501 | | |
Net gaming revenue | | | | | 746,458 | | | | | | 1,093,233 | | | | | | 1,101,601 | | |
Total revenue | | | | | 2,290,404 | | | | | | 3,484,537 | | | | | | 3,607,458 | | |
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | |
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | | | 415,313 | | | | | | 615,021 | | | | | | 640,319 | | |
Labor | | | | | 428,467 | | | | | | 715,671 | | | | | | 752,771 | | |
Other operating expenses | | | | | 508,527 | | | | | | 608,576 | | | | �� | | 642,011 | | |
Gaming: | | | | | | | | | | | | | | | | | | | |
Casino | | | | | 205,803 | | | | | | 292,801 | | | | | | 301,924 | | |
Rooms | | | | | 36,951 | | | | | | 65,136 | | | | | | 65,498 | | |
Food and beverage | | | | | 83,493 | | | | | | 177,911 | | | | | | 181,676 | | |
Other | | | | | 178,244 | | | | | | 229,255 | | | | | | 234,581 | | |
General and administrative expense | | | | | 142,379 | | | | | | 147,729 | | | | | | 129,375 | | |
Depreciation and amortization | | | | | 211,757 | | | | | | 206,109 | | | | | | 226,787 | | |
Asset impairment expense | | | | | 105,574 | | | | | | 26,034 | | | | | | 19,853 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Pre-opening expenses | | | | | 3,000 | | | | | | 7,788 | | | | | | 11,181 | | |
Total operating costs and expenses | | | | | 2,327,974 | | | | | | 3,091,894 | | | | | | 3,204,485 | | |
OPERATING INCOME (LOSS) | | | | | (37,570) | | | | | | 392,643 | | | | | | 402,973 | | |
OTHER EXPENSE: | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | 301,676 | | | | | | 279,360 | | | | | | 279,290 | | |
Gain on warrant derivatives | | | | | (39,586) | | | | | | — | | | | | | — | | |
Other expense (income), net | | | | | 18,233 | | | | | | (4,007) | | | | | | 7,780 | | |
Total other expense | | | | | 280,323 | | | | | | 275,353 | | | | | | 287,070 | | |
Income (loss) before income taxes | | | | | (317,893) | | | | | | 117,290 | | | | | | 115,903 | | |
Provision (benefit) for income taxes | | | | | (106,490) | | | | | | 21,442 | | | | | | 28,173 | | |
Net income (loss) | | | | | (211,403) | | | | | | 95,848 | | | | | | 87,730 | | |
Net income attributable to noncontrolling interests | | | | | 24,197 | | | | | | 2,689 | | | | | | 3,277 | | |
Net income (loss) attributable to FEI | | | | $ | (235,600) | | | | | $ | 93,159 | | | | | $ | 84,453 | | |
Basic and diluted net income (loss) per share: | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | | $ | (235,600) | | | | | $ | 93,159 | | | | | $ | 84,453 | | |
Weighted-average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | |
Basic and diluted | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Net income (loss) | | | | $ | (211,403) | | | | | $ | 95,848 | | | | | $ | 87,730 | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | | | 110 | | | | | | 201 | | | | | | (751) | | |
Total other comprehensive income (loss), before tax | | | | | 110 | | | | | | 201 | | | | | | (751) | | |
Deferred income tax expense (benefit) on other comprehensive income (loss) | | | | | (23) | | | | | | (44) | | | | | | 158 | | |
Other comprehensive income (loss), net of tax | | | | | 87 | | | | | | 157 | | | | | | (593) | | |
Comprehensive income (loss) | | | | | (211,316) | | | | | | 96,005 | | | | | | 87,137 | | |
Less: other comprehensive income (loss) attributable to noncontrolling interests | | | | | 24,197 | | | | | | 2,689 | | | | | | 3,277 | | |
Comprehensive income (loss) attributable to FEI | | | | $ | (235,513) | | | | | $ | 93,316 | | | | | $ | 83,860 | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | |||||||||||||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | |||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Total | | |||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2017 | | | | $ | 2,014 | | | | | | 1 | | | | | $ | — | | | | | $ | 620,567 | | | | | $ | (2,212,814) | | | | | $ | (3,208) | | | | | $ | 6,248 | | | | | $ | (1,589,207) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 84,453 | | | | | | — | | | | | | 3,277 | | | | | | 87,730 | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 234 | | | | | | — | | | | | | — | | | | | | (234) | | | | | | — | | | | | | — | | | | | | — | | | | | | (234) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,366) | | | | | | (2,366) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,500) | | | | | | — | | | | | | — | | | | | | (2,500) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 8,896 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,896 | | |
Other comprehensive loss, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (593) | | | | | | — | | | | | | (593) | | |
Balance, December 31, 2018 | | | | | 2,248 | | | | | | 1 | | | | | | — | | | | | | 629,229 | | | | | | (2,130,861) | | | | | | (3,801) | | | | | | 7,159 | | | | | | (1,498,274) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,159 | | | | | | — | | | | | | 2,689 | | | | | | 95,848 | | |
Dissolution of joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (475) | | | | | | (475) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 244 | | | | | | — | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | — | | | | | | (244) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,384) | | | | | | (5,384) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,464) | | | | | | — | | | | | | — | | | | | | (2,464) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 11,815 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,815 | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157 | | | | | | — | | | | | | 157 | | |
Balance, December 31, 2019 | | | | | 2,492 | | | | | | 1 | | | | | | — | | | | | | 640,800 | | | | | | (2,040,166) | | | | | | (3,644) | | | | | | 3,989 | | | | | | (1,399,021) | | |
Net income (loss) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (235,600) | | | | | | — | | | | | | 24,197 | | | | | | (211,403) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 244 | | | | | | — | | | | | | — | | | | | | (244) | | | | | | — | | | | | | — | | | | | | — | | | | | | (244) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,402) | | | | | | (1,402) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (400,292) | | | | | | — | | | | | | — | | | | | | (400,292) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 63,166 | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,166 | | |
Acquisition of interest in joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,818 | | | | | | 1,818 | | |
Recapitalization of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282,351 | | | | | | — | | | | | | (246,956) | | | | | | 35,395 | | |
Stock based compensation of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | | | | | 35 | | |
Redemption value adjustment of interest in GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 644,046 | | | | | | — | | | | | | (644,046) | | | | | | — | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 87 | | | | | | — | | | | | | 87 | | |
Balance, December 31, 2020 | | | | $ | 2,736 | | | | | | 1 | | | | | $ | — | | | | | $ | 703,722 | | | | | $ | (1,749,661) | | | | | $ | (3,557) | | | | | $ | (862,365) | | | | | $ | (1,911,861) | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (211,403) | | | | | $ | 95,848 | | | | | $ | 87,730 | | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | 211,757 | | | | | | 206,109 | | | | | | 226,787 | | |
Asset impairment expense | | | | | 105,574 | | | | | | 26,034 | | | | | | 19,853 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Gain on GNOG warrant derivatives | | | | | (39,586) | | | | | | — | | | | | | — | | |
Deferred tax benefit | | | | | (63,831) | | | | | | (11,720) | | | | | | (3,043) | | |
Stock based compensation | | | | | 35 | | | | | | — | | | | | | — | | |
Amortization of debt issuance costs, discounts and other | | | | | 50,531 | | | | | | 12,101 | | | | | | 12,287 | | |
Equity in income of joint ventures | | | | | (436) | | | | | | (781) | | | | | | (593) | | |
Deferred rent | | | | | — | | | | | | — | | | | | | 13,242 | | |
Changes in assets and liabilities, net and other | | | | | | | | | | | | | | | | | | | |
(Increase) decrease in trade and other receivables | | | | | 6,041 | | | | | | (1,053) | | | | | | (2,928) | | |
(Increase) decrease in inventories | | | | | 33,528 | | | | | | (8,082) | | | | | | (2,517) | | |
(Increase) decrease in prepaid expenses and other current assets | | | | | 3,267 | | | | | | 20,194 | | | | | | (5,236) | | |
(Increase) decrease in other assets | | | | | (5,371) | | | | | | (634) | | | | | | 2,317 | | |
Increase in operating lease assets, net of liabilities | | | | | (7,153) | | | | | | (9,610) | | | | | | — | | |
(Decrease) increase in accounts payable and accrued liabilities | | | | | (2,127) | | | | | | 59,621 | | | | | | 72,855 | | |
Total adjustments | | | | | 300,695 | | | | | | 292,042 | | | | | | 331,533 | | |
Net cash provided by operating activities | | | | | 89,292 | | | | | | 387,890 | | | | | | 419,263 | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Property and equipment additions and other | | | | | (58,847) | | | | | | (160,516) | | | | | | (162,526) | | |
Proceeds from disposition of assets | | | | | 10,066 | | | | | | 6,241 | | | | | | 9,850 | | |
CRDA investment | | | | | (1,194) | | | | | | (2,472) | | | | | | (2,594) | | |
Insurance proceeds from property claims | | | | | 4,795 | | | | | | — | | | | | | 7,429 | | |
Proceeds from sale of interest in joint venture | | | | | — | | | | | | 350 | | | | | | — | | |
Issuance of notes receivable to affiliates | | | | | (50,092) | | | | | | (15,025) | | | | | | (20,413) | | |
Repayment of notes receivable to affiliates | | | | | 16,792 | | | | | | — | | | | | | — | | |
Business acquisitions, net of cash acquired | | | | | (40,729) | | | | | | (398,779) | | | | | | — | | |
Net cash used in investing activities | | | | | (119,209) | | | | | | (570,201) | | | | | | (168,254) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Proceeds from equipment loans | | | | | — | | | | | | 6,625 | | | | | | — | | |
Proceeds from finance lease obligations | | | | | 3,474 | | | | | | 13,079 | | | | | | — | | |
Proceeds from debt issuance | | | | | 488,000 | | | | | | 300,000 | | | | | | — | | |
Payments of debt | | | | | (202,203) | | | | | | (89,468) | | | | | | (141,717) | | |
Debt issuance and retirement costs | | | | | (37,696) | | | | | | (8,304) | | | | | | (1,701) | | |
Proceeds from revolving credit facility | | | | | 441,836 | | | | | | 674,700 | | | | | | 740,800 | | |
Payments on revolving credit facility | | | | | (292,023) | | | | | | (674,700) | | | | | | (815,042) | | |
Dividend to noncontrolling interest owners | | | | | (1,402) | | | | | | (5,384) | | | | | | (2,366) | | |
Distributions to Parent | | | | | (400,292) | | | | | | (2,464) | | | | | | (2,500) | | |
Contributions from Parent | | | | | 50,700 | | | | | | — | | | | | | — | | |
Payment of mandatory redeemable noncontrolling interest | | | | | (5,500) | | | | | | (5,500) | | | | | | (7,000) | | |
Cash from GNOG reverse merger | | | | | 300,366 | | | | | | — | | | | | | — | | |
Net cash provided by (used in) financing activities | | | | | 345,260 | | | | | | 208,584 | | | | | | (229,526) | | |
EFFECT OF EXHANGE RATE CHANGES ON CASH | | | | | (224) | | | | | | (234) | | | | | | 186 | | |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | | 315,119 | | | | | | 26,039 | | | | | | 21,669 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | | | | | 140,548 | | | | | | 114,509 | | | | | | 92,840 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | | | | $ | 455,667 | | | | | $ | 140,548 | | | | | $ | 114,509 | | |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | $ | 401,097 | | | | | $ | 102,462 | | | | | $ | 99,958 | | |
Restricted cash | | | | | 54,570 | | | | | | 38,086 | | | | | | 14,551 | | |
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | $ | 455,667 | | | | | $ | 140,548 | | | | | $ | 114,509 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Rooms | | | | $ | 34,377 | | | | | $ | 55,059 | | | | | $ | 55,274 | | |
Food and beverage | | | | | 29,718 | | | | | | 61,462 | | | | | | 65,908 | | |
Other | | | | | 6,665 | | | | | | 17,595 | | | | | | 17,696 | | |
| | | | $ | 70,760 | | | | | $ | 134,116 | | | | | $ | 138,877 | | |
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Balance at January 1, | | | | $ | 8,122 | | | | | $ | 7,678 | | | | | $ | 7,202 | | |
Additions charged to expense | | | | | 990 | | | | | | 1,658 | | | | | | 1,967 | | |
Deductions (write-offs, net of recoveries) | | | | | (432) | | | | | | (1,214) | | | | | | (1,491) | | |
Balance at December 31, | | | | $ | 8,680 | | | | | $ | 8,122 | | | | | $ | 7,678 | | |
| | | December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
Food, beverage and supplies | | | | $ | 77,222 | | | | | $ | 104,626 | | |
Retail goods | | | | | 13,388 | | | | | | 17,222 | | |
| | | | $ | 90,610 | | | | | $ | 121,848 | | |
| | | December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Gift cards | | | | $ | 132,331 | | | | | $ | 137,014 | | | | | $ | 114,374 | | |
Customer deposits | | | | | 10,385 | | | | | | 13,000 | | | | | | 11,070 | | |
Restaurant loyalty programs | | | | | 24,990 | | | | | | 27,092 | | | | | | 17,941 | | |
Online gaming contract liabilities | | | | | 3,269 | | | | | | 2,113 | | | | | | 9,436 | | |
| | | | $ | 170,975 | | | | | $ | 179,219 | | | | | $ | 152,821 | | |
| | | December 31, | | |||||||||||||||
Gaming related | | | 2020 | | | 2019 | | | 2018 | | |||||||||
Slot and player club loyalty programs | | | | $ | 11,604 | | | | | $ | 17,201 | | | | | $ | 16,224 | | |
Online gaming loyalty program | | | | | 46 | | | | | | 25 | | | | | | 26 | | |
| | | December 31, | | |||||||||||||||
Other liabilities | | | 2020 | | | 2019 | | | 2018 | | |||||||||
Deferred franchise fees (non-current) | | | | $ | 1,420 | | | | | $ | 1,539 | | | | | $ | 1,216 | | |
Online gaming contract liabilities (non-current) | | | | | 5,821 | | | | | | 4,612 | | | | | | — | | |
Gift Cards | | | December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Beginning balance | | | | $ | 137,014 | | | | | $ | 114,374 | | | | | $ | 112,595 | | |
Activations | | | | | 32,487 | | | | | | 41,829 | | | | | | 40,382 | | |
Acquisitions | | | | | 3,050 | | | | | | 23,604 | | | | | | — | | |
Redemptions and breakage | | | | | (40,220) | | | | | | (42,793) | | | | | | (38,603) | | |
Ending balance | | | | $ | 132,331 | | | | | $ | 137,014 | | | | | $ | 114,374 | | |
Loyalty Programs | | | December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Beginning balance | | | | $ | 44,318 | | | | | $ | 34,191 | | | | | $ | 36,809 | | |
Points and rewards earned | | | | | 23,520 | | | | | | 35,006 | | | | | | 34,191 | | |
Acquisitions | | | | | 10,620 | | | | | | 9,312 | | | | | | — | | |
Redemptions and breakage | | | | | (41,818) | | | | | | (34,191) | | | | | | (36,809) | | |
Ending balance | | | | $ | 36,640 | | | | | $ | 44,318 | | | | | $ | 34,191 | | |
Online Gaming Agreements | | | December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Beginning balance | | | | $ | 6,725 | | | | | $ | 9,436 | | | | | $ | 2,797 | | |
Cash received | | | | | 5,194 | | | | | | — | | | | | | 7,599 | | |
Royalty revenue recognized | | | | | (2,829) | | | | | | (2,711) | | | | | | (960) | | |
Ending balance | | | | $ | 9,090 | | | | | $ | 6,725 | | | | | $ | 9,436 | | |
| Estimated fair value of assets acquired | | | | | | | |
| Current assets | | | | $ | 1,376 | | |
| Property and equipment | | | | | 35,256 | | |
| Operating right-of-use assets | | | | | 27,205 | | |
| Intangible assets | | | | | 13,387 | | |
| Other long term assets | | | | | 547 | | |
| Total assets acquired | | | | | 77,771 | | |
| Estimated fair value of liabilities assumed | | | | | | | |
| Current liabilities | | | | | (15,012) | | |
| Current portion of lease liabilities | | | | | (4,403) | | |
| Noncurrent lease liabilities | | | | | (23,272) | | |
| Total liabilites assumed | | | | | (42,687) | | |
| Goodwill | | | | | 1,056 | | |
| Allocated purchase price | | | | | 36,140 | | |
| Less: Cash acquired | | | | | (59) | | |
| Net cash paid | | | | $ | 36,081 | | |
| Estimated fair value of assets acquired | | | | | | | |
| Current assets | | | | $ | 25,564 | | |
| Property and equipment | | | | | 154,849 | | |
| Operating right-of-use assets | | | | | 160,491 | | |
| Intangible assets | | | | | 72,264 | | |
| Other long term assets | | | | | 135 | | |
| Total assets acquired | | | | | 413,303 | | |
| Estimated fair value of liabilities assumed | | | | | | | |
| Current liabilities | | | | | (33,424) | | |
| Current portion of lease liabilities | | | | | (10,445) | | |
| Noncurrent lease liabilities | | | | | (146,596) | | |
| Other long term liabilities | | | | | (990) | | |
| Total liabilites assumed | | | | | (191,455) | | |
| Goodwill | | | | | 102,738 | | |
| Allocated purchase price | | | | | 324,585 | | |
| Less: Cash acquired | | | | | (1,390) | | |
| Net cash paid | | | | $ | 323,195 | | |
| Estimated fair value of assets acquired | | | | | | | |
| Current assets | | | | $ | 3,106 | | |
| Property and equipment | | | | | 36,244 | | |
| Operating right-of-use assets | | | | | 48,713 | | |
| Intangible assets | | | | | 10,583 | | |
| Other long term assets | | | | | 28 | | |
| Total assets acquired | | | | | 98,674 | | |
| Estimated fair value of liabilities assumed | | | | | | | |
| Current liabilities | | | | | (14,278) | | |
| Current portion of lease liabilities | | | | | (6,155) | | |
| Noncurrent lease liabilities | | | | | (41,408) | | |
| Total liabilites assumed | | | | | (61,841) | | |
| Allocated purchase price | | | | | 36,833 | | |
| Less: Cash acquired | | | | | (157) | | |
| Net cash paid | | | | $ | 36,676 | | |
| Estimated fair value of assets acquired | | | | | | | |
| Current assets | | | | $ | 136 | | |
| Property and equipment | | | | | 7,405 | | |
| Operating right-of-use assets | | | | | 7,168 | | |
| Other long term assets | | | | | 104 | | |
| Total assets acquired | | | | | 14,813 | | |
| Estimated fair value of liabilities assumed | | | | | | | |
| Current liabilities | | | | | (115) | | |
| Current portion of lease liabilities | | | | | (851) | | |
| Noncurrent lease liabilities | | | | | (6,317) | | |
| Total liabilites assumed | | | | | (7,283) | | |
| Allocated purchase price | | | | | 7,530 | | |
| Less: Cash acquired | | | | | (17) | | |
| Net cash paid | | | | $ | 7,513 | | |
| Estimated fair value of assets acquired | | | | | | | |
| Current assets | | | | $ | 4,256 | | |
| Property and equipment | | | | | 30,315 | | |
| Operating right-of-use assets | | | | | 65,902 | | |
| Intangible assets | | | | | 23,170 | | |
| Other long term assets | | | | | 616 | | |
| Total assets acquired | | | | | 124,259 | | |
| Estimated fair value of liabilities assumed | | | | | | | |
| Current liabilities | | | | | (18,465) | | |
| Current portion of lease liabilities | | | | | (4,831) | | |
| Noncurrent lease liabilities | | | | | (62,091) | | |
| Total liabilites assumed | | | | | (85,387) | | |
| Noncontrolling interests | | | | | (1,817) | | |
| Goodwill | | | | | 1,421 | | |
| Allocated purchase price | | | | | 38,476 | | |
| Less: Cash acquired | | | | | (1,012) | | |
| Net cash paid | | | | $ | 37,464 | | |
| | | Year Ended December 31, | | |||||||||
(in thousands, except per share data) | | | 2019 | | | 2018 | | ||||||
Total revenue | | | | $ | 4,060,302 | | | | | $ | 4,103,295 | | |
Net income (loss) attributable to FEI | | | | $ | 129,060 | | | | | $ | 122,398 | | |
Basic and diluted net income (loss) per share | | | | $ | 129,060 | | | | | $ | 122,398 | | |
| | | December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
Land | | | | $ | 236,727 | | | | | $ | 233,396 | | |
Buildings and improvements | | | | | 1,638,181 | | | | | | 1,642,743 | | |
Furniture, fixtures and equipment | | | | | 1,182,317 | | | | | | 1,166,845 | | |
Leasehold improvements | | | | | 1,069,783 | | | | | | 1,059,829 | | |
Construction in progress | | | | | 62,880 | | | | | | 73,419 | | |
| | | | | 4,189,888 | | | | | | 4,176,232 | | |
Less – accumulated depreciation | | | | | (1,908,270) | | | | | | (1,743,584) | | |
Property and equipment, net | | | | $ | 2,281,618 | | | | | $ | 2,432,648 | | |
| | | Casual Dining | | | Upscale Dining | | | Consolidated Total | | |||||||||
Year Ended December 31, 2018 | | | | $ | 99,465 | | | | | $ | 246,110 | | | | | $ | 345,575 | | |
Additions | | | | | 1,056 | | | | | | 106,645 | | | | | | 106,645 | | |
Year Ended December 31, 2019 | | | | $ | 100,521 | | | | | $ | 352,755 | | | | | $ | 453,276 | | |
Adjustments(a) | | | | | — | | | | | | (3,907) | | | | | | — | | |
Year Ended December 31, 2020 | | | | $ | 100,521 | | | | | $ | 348,848 | | | | | $ | 449,369 | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||||||||||||||||||||||||||||||||
| Weighted Average Remaining Useful Life (in years) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount | | |||||||||||||||||||||||
Amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trademarks | | | | | 7.05 | | | | | $ | 68,948 | | | | | $ | (31,898) | | | | | $ | 37,050 | | | | | $ | 96,998 | | | | | $ | (24,325) | | | | | $ | 72,673 | | |
Non-amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trademarks | | | | | | | | | | | | | | | | | | | | | | | 242,381 | | | | | | | | | | | | | | | | | | 244,573 | | |
Gaming licenses | | | | | | | | | | | | | | | | | | | | | | | 33,267 | | | | | | | | | | | | | | | | | | 33,267 | | |
| | | | | | | | | | | | | | | | | | | | | | | 275,648 | | | | | | | | | | | | | | | | | | 277,840 | | |
Total intangible assets | | | | | | | | | | | | | | | | | | | | | | $ | 312,698 | | | | | | | | | | | | | | | | | $ | 350,513 | | |
Year Ended December 31, | | | | | | | |
2021 | | | | $ | 5,383 | | |
2022 | | | | | 5,383 | | |
2023 | | | | | 5,383 | | |
2024 | | | | | 5,383 | | |
2025 | | | | | 5,297 | | |
Thereafter | | | | | 10,221 | | |
| | | | $ | 37,050 | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total Impairments | | |||||||||||||||
Property and equipment held and used | | | | $ | 10,986 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,986 | | | | | $ | 31,324 | | |
Operating lease right-of-use assets | | | | | 17,095 | | | | | | — | | | | | | — | | | | | | 17,095 | | | | | | 20,959 | | |
Trademarks | | | | | 52,806 | | | | | | — | | | | | | — | | | | | | 52,806 | | | | | | 53,291 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 105,574 | | |
Description | | | December 31, 2019 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total Impairments | | |||||||||||||||
Property and equipment held and used | | | | $ | 10,216 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,216 | | | | | $ | 16,969 | | |
Operating lease right-of-use assets | | | | | 6,020 | | | | | | — | | | | | | — | | | | | | 6,020 | | | | | | 9,065 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 26,034 | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total Gain on Warrants | | |||||||||||||||
Public Warrants | | | | $ | 94,875 | | | | | $ | 94,875 | | | | | $ | — | | | | | $ | — | | | | | $ | (14,758) | | |
Sponsor Warrants | | | | | 81,484 | | | | | | — | | | | | | — | | | | | | 81,484 | | | | | $ | (24,828) | | |
| | | | $ | 176,359 | | | | | | | | | | | | | | | | | | | | | | | $ | (39,586) | | |
| | | December 29, 2020 | | | December 31, 2020 | | ||||||
Stock price | | | | $ | 25.45 | | | | | $ | 19.70 | | |
Strike price | | | | $ | 11.50 | | | | | $ | 11.50 | | |
Public warrant price | | | | $ | 10.40 | | | | | $ | 9.00 | | |
Term (in years) | | | | | 5.00 | | | | | | 4.99 | | |
Volatility | | | | | 65% | | | | | | 75% | | |
Risk-free yield | | | | | 0.37% | | | | | | 0.36% | | |
Dividend yield | | | | | 0.00% | | | | | | 0.00% | | |
Fair value of warrants | | | | $ | 18.07 | | | | | $ | 13.85 | | |
| | | December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Payroll and related costs | | | | $ | 80,664 | | | | | $ | 85,776 | | |
Gaming related, excluding taxes | | | | | 81,385 | | | | | | 69,154 | | |
Insurance | | | | | 82,262 | | | | | | 71,526 | | |
Taxes, other than payroll and income taxes | | | | | 65,956 | | | | | | 57,012 | | |
Deferred revenue | | | | | 170,975 | | | | | | 179,219 | | |
Accrued interest | | | | | 52,265 | | | | | | 54,683 | | |
Accrued rent | | | | | 61,633 | | | | | | 17,769 | | |
Mandatory redeemable noncontrolling interest | | | | | 5,219 | | | | | | 5,167 | | |
Other | | | | | 48,817 | | | | | | 26,502 | | |
| | | | $ | 649,176 | | | | | $ | 566,808 | | |
| | | December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
| (in thousands) | | |||||||||||
$265.0 million 2016 Revolving Credit Facility, Libor + 3.25%, $255.0 million due October 2022 and $10.0 million due October 2021 | | | | $ | 149,813 | | | | | $ | — | | |
$2,585.6 million 2016 Term Loan, Libor (floor 0.75%) + 2.50%, principal paid quarterly, due October 2023, net of unamortized discount based upon a 3.3% imputed interest rate of $3.1 million for 2020 and $4.2 million for 2019 and debt issuance costs of $23.1 million for 2020 and $26.3 million for 2019 | | | | | 2,537,717 | | | | | | 2,362,328 | | |
$1,345.0 million Senior Unsecured Notes 6.75% ($745.0 million sold at a 1% discount), interest paid semi-annually due October 2024, net of unamortized discount based upon a 6.8% imputed interest rate of $4.0 million for 2020 and $5.1 million for 2019 and debt issuance costs of $17.8 million for 2020 and $21.9 million for 2019 | | | | | 1,301,199 | | | | | | 1,317,997 | | |
$670.0 million Senior Subordinated Notes 8.75%, interest paid semi-annually due October 2025, net of debt issuance costs of $11.5 million for 2020 and $13.3 million for 2019 | | | | | 658,523 | | | | | | 656,720 | | |
$300.0 million GNOG term loan, Libor (floor 1.0%) + 12%, due October 2023, net of unamortized discount based upon a 13.0% imputed interest rate of $5.0 million for 2020 and debt issuance costs of $3.3 million for 2020 | | | | | 141,727 | | | | | | — | | |
$4.0 million seller note, 5.0% interest only paid monthly, due November 2024 | | | | | 4,000 | | | | | | 4,000 | | |
8.98% Mortgage loan, principal and interest paid monthly beginning January 2012, due April 2021, including unamortized premium based upon a 6.4% imputed interest rate of less than $0.1 million for both 2020 and 2019 | | | | | 143 | | | | | | 555 | | |
5.0% Term loan, principal and interest paid monthly beginning October 2016, due September 2021 | | | | | 209 | | | | | | 538 | | |
Joint venture loans payable | | | | | 5,033 | | | | | | 4,929 | | |
Various equipment loans, 5.0% – 5.5%, principal and interest paid monthly or quarterly, due January 2021 through March 2023 | | | | | 2,309 | | | | | | 5,557 | | |
Total debt, net of unamortized discounts and debt issuance costs | | | | | 4,800,673 | | | | | | 4,352,624 | | |
Less current portion | | | | | (37,045) | | | | | | (30,576) | | |
Long-term portion | | | | $ | 4,763,628 | | | | | $ | 4,322,048 | | |
| | | December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
| (in thousands) | | |||||||||||
$265.0 million 2016 Revolving Credit Facility, Libor + 3.25%, $255.0 million due October 2022 and $10.0 million due October 2021 | | | | $ | 149,813 | | | | | $ | — | | |
$2,585.6 million 2016 Term Loan, Libor (floor 0.75%) + 2.50%, principal paid quarterly, due October 2023, net of unamortized discount based upon a 3.3% imputed interest rate of $3.1 million for 2020 and $4.2 million for 2019 and debt issuance costs of $23.1 million for 2020 and $26.3 million for 2019 | | | | | 2,537,717 | | | | | | 2,362,328 | | |
$1,345.0 million Senior Unsecured Notes 6.75% ($745.0 million sold at a 1% discount), interest paid semi-annually due October 2024, net of unamortized discount based upon a 6.8% imputed interest rate of $4.0 million for 2020 and $5.1 million for 2019 and debt issuance costs of $17.8 million for 2020 and $21.9 million for 2019 | | | | | 1,301,199 | | | | | | 1,317,997 | | |
$670.0 million Senior Subordinated Notes 8.75%, interest paid semi-annually due October 2025, net of debt issuance costs of $11.5 million for 2020 and $13.3 million for 2019 | | | | | 658,523 | | | | | | 656,720 | | |
$300.0 million GNOG term loan, Libor (floor 1.0%) + 12%, due October 2023, net of unamortized discount based upon a 13.0% imputed interest rate of $5.0 million for 2020 and debt issuance costs of $3.3 million for 2020 | | | | | 141,727 | | | | | | — | | |
$4.0 million seller note, 5.0% interest only paid monthly, due November 2024 | | | | | 4,000 | | | | | | 4,000 | | |
8.98% Mortgage loan, principal and interest paid monthly beginning January 2012, due April 2021, including unamortized premium based upon a 6.4% imputed interest rate of less than $0.1 million for both 2020 and 2019 | | | | | 143 | | | | | | 555 | | |
5.0% Term loan, principal and interest paid monthly beginning October 2016, due September 2021 | | | | | 209 | | | | | | 538 | | |
Joint venture loans payable | | | | | 5,033 | | | | | | 4,929 | | |
Various equipment loans, 5.0% – 5.5%, principal and interest paid monthly or quarterly, due January 2021 through March 2023 | | | | | 2,309 | | | | | | 5,557 | | |
Total debt, net of unamortized discounts and debt issuance costs | | | | | 4,800,673 | | | | | | 4,352,624 | | |
Less current portion | | | | | (37,045) | | | | | | (30,576) | | |
Long-term portion | | | | $ | 4,763,628 | | | | | $ | 4,322,048 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Current income taxes (benefit) | | | | | | | | | | | | | | | | | | | |
Federal | | | | $ | (44,958) | | | | | $ | 16,338 | | | | | $ | 11,515 | | |
State and local | | | | | 1,705 | | | | | | 15,613 | | | | | | 18,074 | | |
Foreign | | | | | 594 | | | | | | 1,211 | | | | | | 1,627 | | |
| | | | $ | (42,659) | | | | | $ | 33,162 | | | | | $ | 31,216 | | |
Deferred income taxes (benefit) | | | | | | | | | | | | | | | | | | | |
Federal | | | | $ | (54,666) | | | | | $ | (12,563) | | | | | $ | (1,247) | | |
State and local | | | | | (8,094) | | | | | | (420) | | | | | | (1,762) | | |
Foreign | | | | | (1,071) | | | | | | 1,263 | | | | | | (34) | | |
| | | | $ | (63,831) | | | | | $ | (11,720) | | | | | $ | (3,043) | | |
Provision (benefit) for income taxes | | | | $ | (106,490) | | | | | $ | 21,442 | | | | | $ | 28,173 | | |
| | | Year Ended December 31, | | |||||||||||||||
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Statutory rate | | | | | 21.0% | | | | | | 21.0% | | | | | | 21.0% | | |
FICA and other tax credits | | | | | 0.0% | | | | | | (17.8)% | | | | | | (20.0)% | | |
State income tax, net of federal tax benefit | | | | | 2.1% | | | | | | 11.7% | | | | | | 10.0% | | |
Noncontrolling interest and non-deductible expense | | | | | (0.4)% | | | | | | 1.2% | | | | | | 1.6% | | |
Valuation allowance attributable to the Tax Acts | | | | | 6.3% | | | | | | 0.0% | | | | | | 11.6% | | |
Non-taxable gain on warrant derivatives | | | | | 2.6% | | | | | | 0.0% | | | | | | 0.0% | | |
Other | | | | | 1.9% | | | | | | 2.2% | | | | | | 0.1% | | |
| | | | | 33.5% | | | | | | 18.3% | | | | | | 24.3% | | |
| | | December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
Deferred tax assets: | | | | | | | | | | | | | |
AMT credit, FICA credit carryforwards, and other | | | | $ | 238,295 | | | | | $ | 216,190 | | |
Federal and state net operating loss carryforwards | | | | | 31,635 | | | | | | 27,933 | | |
Lease liabilities | | | | | 240,444 | | | | | | 239,487 | | |
| | | December 31, | | | | December 31, | | ||||||||||||||||||
| 2020 | | 2019 | | | 2020 | | 2019 | | |||||||||||||||||
Deferred tax assets: | | | | | | | | | | | | |||||||||||||||
AMT credit, FICA credit carryforwards, and other | | | $ | 238,295 | | | | $ | 216,190 | | | |||||||||||||||
Federal and state net operating loss carryforwards | | | | 31,635 | | | | | 27,933 | | | |||||||||||||||
Lease liabilities | | | | 240,444 | | | | | 239,487 | | | |||||||||||||||
Accruals and other | | | | 77,450 | | | | | 52,944 | | | | | | 77,450 | | | | | 52,944 | | | ||||
Interest expense limitation | | | | 8,372 | | | | | 39,491 | | | | | | 8,372 | | | | | 39,491 | | | ||||
GNOG investment in partnership | | | | 96,934 | | | | | — | | | | | | 96,934 | | | | | — | | | ||||
Valuation allowance | | | | (93,947) | | | | | (29,583) | | | | | | (93,947) | | | | | (29,583) | | | ||||
| | | | 599,183 | | | | | 546,462 | | | | | | 599,183 | | | | | 546,462 | | | ||||
Deferred tax liabilities | | | | | | | | | | | | | | | | | | | | | | | ||||
Lease assets | | | | (213,791) | | | | | (215,808) | | | | | | (213,791) | | | | | (215,808) | | | ||||
FEI investment in partnership | | | | (30,710) | | | | | — | | | | | | (30,710) | | | | | — | | | ||||
Property and other | | | | (179,106) | | | | | (183,426) | | | | | | (179,106) | | | | | (183,426) | | | ||||
| | | | (423,607) | | | | | (399,234) | | | | | | (423,607) | | | | | (399,234) | | | ||||
Net deferred tax asset | | | $ | 175,576 | | | | $ | 147,228 | | | | | $ | 175,576 | | | | $ | 147,228 | | | ||||
|
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Balance at January 1, | | | | $ | 29,583 | | | | | $ | 25,298 | | | | | $ | 12,435 | | |
Additions charged to expense | | | | | 1,655 | | | | | | 4,285 | | | | | | 13,387 | | |
Deductions | | | | | (7,192) | | | | | | — | | | | | | (524) | | |
Recapitalization of GNOG | | | | | 67,386 | | | | | | — | | | | | | — | | |
Acquisitions | | | | | 2,515 | | | | | | — | | | | | | — | | |
Balance at December 31, | | | | $ | 93,947 | | | | | $ | 29,583 | | | | | $ | 25,298 | | |
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Balance at beginning of year | | | | $ | 16,642 | | | | | $ | 15,652 | | | | | $ | 15,033 | | |
Additions (reductions) based on tax positions related to the current year | | | | | (3,105) | | | | | | (84) | | | | | | 68 | | |
Additions based on tax positions related to prior years and acquisitions | | | | | 810 | | | | | | 1,112 | | | | | | 930 | | |
Expiration of statute of limitations | | | | | (719) | | | | | | (38) | | | | | | (379) | | |
Balance at end of year | | | | $ | 13,628 | | | | | $ | 16,642 | | | | | $ | 15,652 | | |
| | | Year Ended December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
Operating lease cost | | | | $ | 185,182 | | | | | $ | 160,498 | | |
Variable lease cost | | | | | 16,273 | | | | | | 66,011 | | |
Finance lease amortization | | | | | 600 | | | | | | 294 | | |
Interest on finance lease obligations | | | | | 1,204 | | | | | | 411 | | |
Short-term lease cost | | | | | 632 | | | | | | 659 | | |
Total lease costs, net | | | | $ | 203,891 | | | | | $ | 227,873 | | |
| | | December 31, 2020 | | |||||||||
| Operating leases | | | Finance leases | | ||||||||
2021 | | | | $ | 180,101 | | | | | $ | 1,379 | | |
2022 | | | | | 170,171 | | | | | | 1,379 | | |
2023 | | | | | 153,934 | | | | | | 1,379 | | |
2024 | | | | | 138,090 | | | | | | 1,379 | | |
2025 | | | | | 123,234 | | | | | | 1,379 | | |
Thereafter | | | | | 701,602 | | | | | | 18,883 | | |
Total future minimum lease payments | | | | | 1,467,132 | | | | | | 25,778 | | |
Less – Interest | | | | | (449,129) | | | | | | (6,122) | | |
Present value of future minimum lease liabilities | | | | | 1,018,003 | | | | | | 19,656 | | |
Less – Current portion | | | | | (117,817) | | | | | | — | | |
Long-term lease obligations | | | | $ | 900,186 | | | | | $ | 19,656 | | |
| | | December 31, 2020 | | | December 31, 2019 | |
Weighted average remaining lease term | | | | | | | |
Operating leases | | | 10.7 years | | | 12.0 years | |
Finance leases | | | 18.7 years | | | 19.6 years | |
Weighted average discount rate | | | | | | | |
Operating leases | | | 6.65% | | | 6.16% | |
Finance leases | | | 7.00% | | | 7.00% | |
| | | Year Ended December 31, | | |||||||||
| 2020 | | | 2019 | | ||||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Payments for operating leases | | | | $ | 112,893 | | | | | $ | 169,577 | | |
Supplemental non-cash information: | | | | | | | | | | | | | |
Lease assets obtained in exchange for new lease liabilities | | | | | 50,756 | | | | | | 53,317 | | |
Pension Fund | | | EIN/Pension Plan Number | | | Pension Protection Act Zone | | | FIP/RP Status | | | Company Contributions | | | Surcharge Imposed | | | Expiration Date of Collective-Bargaining Agreement | | |||||||||||||||
| Pending/Implemented | | | 2020 | | | 2019 | | | 2018 | | |||||||||||||||||||||||
Southern Nevada Culinary and Bartenders Pension Plan | | | 88-6016617-001 | | | Green | | | No | | | | $ | 1,366 | | | | | $ | 2,690 | | | | | $ | 2,794 | | | | No | | | 5/31/2023 | |
International Painter and Allied Trades Industry Pension Plan | | | 52-6073909-001 | | | Red | | | Yes, Implemented | | | | | 102 | | | | | | 240 | | | | | | 238 | | | | No | | | 3/1/2025 | |
Southwest Carpenters Pension Plan | | | 95-6042875-001 | | | Green | | | No | | | | | 55 | | | | | | 141 | | | | | | 138 | | | | No | | | 7/31/2024 | |
Local 68 Engineers Union Pension Plan | | | 51-0176618-001 | | | Yellow | | | Yes, Implemented | | | | | 237 | | | | | | 453 | | | | | | 443 | | | | No | | | Local 68 Operating Engineer exp. 4/30/2022 and Local 68A- Entertainment expires 6/30/2022 | |
New Jersey Carpenters Pension Plan | | | 22-6174423-001 | | | Green | | | No | | | | | 61 | | | | | | 140 | | | | | | 141 | | | | No | | | 4/30/2022 | |
| | | | | | | | | Total Contributions | | | | $ | 1,821 | | | | | $ | 3,664 | | | | | $ | 3,754 | | | | | | | | |
| | | Casual Dining | | | Upscale Dining | | | Casinos | | | Online Gaming | | | Corporate and Other | | | Consolidated Total | | ||||||||||||||||||
Year Ended December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 803,360 | | | | | $ | 616,038 | | | | | $ | 655,338 | | | | | $ | 91,120 | | | | | $ | 124,548 | | | | | $ | 2,290,404 | | |
Segment level profit | | | | | 87,407 | | | | | | 70,490 | | | | | | 217,285 | | | | | | 24,682 | | | | | | 33,742 | | | | | | 433,606 | | |
Segment assets | | | | | 1,018,011 | | | | | | 1,383,171 | | | | | | 1,612,308 | | | | | | 178,725 | | | | | | 813,014 | | | | | | 5,005,229 | | |
Asset impairments | | | | | 49,700 | | | | | | 55,874 | | | | | | — | | | | | | — | | | | | | — | | | | | | 105,574 | | |
Capital expenditures | | | | | 21,757 | | | | | | 14,642 | | | | | | 17,791 | | | | | | 59 | | | | | | 4,598 | | | | | | 58,847 | | |
Year Ended December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 1,341,654 | | | | | $ | 817,687 | | | | | $ | 1,037,812 | | | | | $ | 55,421 | | | | | $ | 231,963 | | | | | $ | 3,484,537 | | |
Segment level profit | | | | | 224,122 | | | | | | 155,285 | | | | | | 310,359 | | | | | | 17,771 | | | | | | 72,629 | | | | | | 780,166 | | |
Segment assets | | | | | 1,127,550 | | | | | | 1,387,483 | | | | | | 1,620,981 | | | | | | 47,205 | | | | | | 679,073 | | | | | | 4,862,292 | | |
Asset impairments | | | | | 11,489 | | | | | | 14,545 | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,034 | | |
Capital expenditures | | | | | 79,758 | | | | | | 31,050 | | | | | | 31,981 | | | | | | — | | | | | | 17,727 | | | | | | 160,516 | | |
Year Ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 1,505,239 | | | | | $ | 772,684 | | | | | $ | 1,058,700 | | | | | $ | 42,901 | | | | | $ | 227,934 | | | | | $ | 3,607,458 | | |
Segment level profit | | | | | 239,992 | | | | | | 155,485 | | | | | | 305,921 | | | | | | 12,001 | | | | | | 75,279 | | | | | | 788,678 | | |
Segment assets | | | | | 700,883 | | | | | | 704,757 | | | | | | 1,568,953 | | | | | | 21,539 | | | | | | 549,917 | | | | | | 3,546,049 | | |
Asset impairments | | | | | 19,287 | | | | | | 566 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,853 | | |
Capital expenditures | | | | | 91,520 | | | | | | 24,641 | | | | | | 34,373 | | | | | | 73 | | | | | | 11,919 | | | | | | 162,526 | | |
| | | Year Ended December 31, | | |||||||||||||||
| 2020 | | | 2019 | | | 2018 | | |||||||||||
Segment level profit | | | | $ | 433,606 | | | | | $ | 780,166 | | | | | $ | 788,678 | | |
Less: | | | | | | | | | | | | | | | | | | | |
Depreciation, amortization and impairment | | | | | 317,331 | | | | | | 232,143 | | | | | | 246,640 | | |
General and administrative expense | | | | | 142,379 | | | | | | 147,729 | | | | | | 129,375 | | |
(Gain) loss on disposal of assets | | | | | 8,466 | | | | | | (137) | | | | | | (1,491) | | |
Pre-opening expenses | | | | | 3,000 | | | | | | 7,788 | | | | | | 11,181 | | |
Operating income (loss) | | | | $ | (37,570) | | | | | $ | 392,643 | | | | | $ | 402,973 | | |
| | | 2020 | | | 2019 | | | 2018 | | |||||||||
Cash paid for interest | | | | $ | 297,810 | | | | | $ | 269,616 | | | | | $ | 253,371 | | |
Cash paid (refunded) for income taxes | | | | $ | (25,829) | | | | | $ | 26,283 | | | | | $ | 25,160 | | |
Non-cash investing activities and financing activities: | | | | | | | | | | | | | | | | | | | |
Accounts payable included in (excluded from) property and equipment additions | | | | $ | 594 | | | | | $ | 11,405 | | | | | $ | (2,263) | | |
Reclassification of mandatory redeemable noncontrolling interest | | | | $ | 244 | | | | | $ | 244 | | | | | $ | 234 | | |
PIK interest added to notes receivable | | | | $ | 1,042 | | | | | $ | 920 | | | | | $ | 681 | | |
| | March 31, 2021 | | December 31, 2020 | | | June 30, 2021 | | December 31, 2020 | | ||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | ||||
CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | | | | | ||||
Cash and cash equivalents | | | $ | 557,273 | | | | $ | 401,097 | | | | | $ | 568,614 | | | | $ | 401,097 | | | ||||
Restricted cash | | | | 55,356 | | | | | 54,570 | | | | | | 58,063 | | | | | 54,570 | | | ||||
Accounts receivable – trade and other, net | | | | 68,555 | | | | | 61,433 | | | | | | 66,782 | | | | | 61,433 | | | ||||
Income taxes receivable | | | | 38,307 | | | | | 38,321 | | | | | | 40,967 | | | | | 38,321 | | | ||||
Inventories | | | | 86,971 | | | | | 90,610 | | | | | | 92,662 | | | | | 90,610 | | | ||||
Other current assets | | | | 20,047 | | | | | 24,595 | | | | | | 21,704 | | | | | 24,595 | | | ||||
Total current assets | | | | 826,509 | | | | | 670,626 | | | | | | 848,792 | | | | | 670,626 | | | ||||
PROPERTY AND EQUIPMENT, net | | | | 2,250,631 | | | | | 2,281,618 | | | | | | 2,230,116 | | | | | 2,281,618 | | | ||||
OPERATING LEASE RIGHT-OF-USE ASSETS, net | | | | 907,007 | | | | | 905,159 | | | | | | 887,062 | | | | | 905,159 | | | ||||
INVESTMENT IN AFFILIATES AND JOINT VENTURES | | | | 26,840 | | | | | 26,745 | | | | | | 27,926 | | | | | 26,745 | | | ||||
ACCOUNTS AND NOTES RECEIVABLE, affiliates | | | | 106,397 | | | | | 108,691 | | | | | | 107,958 | | | | | 108,691 | | | ||||
INTANGIBLE ASSETS, net | | | | 762,142 | | | | | 762,067 | | | | | | 760,831 | | | | | 762,067 | | | ||||
LONG-TERM DEFERRED TAX ASSETS | | | | 167,407 | | | | | 181,254 | | | | | | 140,957 | | | | | 181,254 | | | ||||
OTHER ASSETS, net | | | | 89,437 | | | | | 69,069 | | | | | | 89,293 | | | | | 69,069 | | | ||||
Total assets | | | $ | 5,136,370 | | | | $ | 5,005,229 | | | | | $ | 5,092,935 | | | | $ | 5,005,229 | | | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | | | | | | | | ||||
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | | | | | | | ||||
Accounts payable | | | $ | 170,856 | | | | $ | 168,507 | | | | | $ | 165,900 | | | | $ | 168,507 | | | ||||
Accrued liabilities | | | | 685,730 | | | | | 649,360 | | | | | | 672,752 | | | | | 649,360 | | | ||||
Current portion of long-term debt | | | | 35,705 | | | | | 37,045 | | | | | | 29,674 | | | | | 37,045 | | | ||||
Operating lease liabilities | | | | 113,339 | | | | | 117,817 | | | | | | 114,067 | | | | | 117,817 | | | ||||
Total current liabilities | | | | 1,005,630 | | | | | 972,729 | | | | | | 982,393 | | | | | 972,729 | | | ||||
LONG-TERM DEBT, net of current portion | | | | 4,740,478 | | | | | 4,763,628 | | | | | | 4,603,853 | | | | | 4,763,628 | | | ||||
FINANCE LEASE OBLIGATIONS | | | | 20,686 | | | | | 19,656 | | | | | | 20,675 | | | | | 19,656 | | | ||||
NONCURRENT OPERATING LEASE LIABILITIES | | | | 908,244 | | | | | 900,186 | | | | | | 882,664 | | | | | 900,186 | | | ||||
WARRANT DERIVATIVE LIABILITIES | | | | 51,950 | | | | | 176,359 | | | | | | 43,066 | | | | | 176,359 | | | ||||
OTHER LIABILITIES | | | | 84,275 | | | | | 81,796 | | | | | | 84,146 | | | | | 81,796 | | | ||||
Total liabilities | | | | 6,811,263 | | | | | 6,914,354 | | | | | | 6,616,797 | | | | | 6,914,354 | | | ||||
COMMITMENTS AND CONTINGENCIES (Note 10) | | | | | | | | | | | | |||||||||||||||
REDEEMABLE NONCONTROLLING INTEREST | | | | 2,797 | | | | | 2,736 | | | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Note 10) REDEEMABLE NONCONTROLLING INTEREST | | | | 2,858 | | | | | 2,736 | | | |||||||||||||||
STOCKHOLDERS’ DEFICIT: | | | | | | | | | | | | | | | | | | | | | | | ||||
Common stock, $0.01 par value, 60,000 shares authorized, 1 shares issued and outstanding | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Additional paid-in capital | | | | 693,468 | | | | | 703,722 | | | | | | 693,328 | | | | | 703,722 | | | ||||
Accumulated deficit | | | | (1,925,733) | | | | | (1,749,661) | | | | | | (1,802,099) | | | | | (1,749,661) | | | ||||
Accumulated other comprehensive loss | | | | (3,418) | | | | | (3,557) | | | | | | (4,104) | | | | | (3,557) | | | ||||
FEI stockholder’s deficit | | | | (1,235,683) | | | | | (1,049,496) | | | | | | (1,112,875) | | | | | (1,049,496) | | | ||||
NONCONTROLLING INTERESTS | | | | (442,007) | | | | | (862,365) | | | | | | (413,845) | | | | | (862,365) | | | ||||
Total stockholders’ deficit | | | | (1,677,690) | | | | | (1,911,861) | | | | | | (1,526,720) | | | | | (1,911,861) | | | ||||
Total liabilities and stockholders’ deficit | | | $ | 5,136,370 | | | | $ | 5,005,229 | | | | | $ | 5,092,935 | | | | $ | 5,005,229 | | |
| | Three Months Ended March 31, | | | Six Months Ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | ||||
Restaurant and hospitality | | | $ | 441,824 | | | | $ | 553,661 | | | | | $ | 1,092,180 | | | | $ | 764,412 | | | ||||
Gaming: | | | | | | | | | | | | | | | | | | | | | | | ||||
Casino | | | | 146,829 | | | | | 121,472 | | | | | | 325,266 | | | | | 189,893 | | | ||||
Rooms | | | | 26,693 | | | | | 33,949 | | | | | | 73,550 | | | | | 46,132 | | | ||||
Food and beverage | | | | 35,908 | | | | | 53,984 | | | | | | 91,389 | | | | | 67,443 | | | ||||
Other | | | | 17,089 | | | | | 20,293 | | | | | | 51,491 | | | | | 28,348 | | | ||||
Net gaming revenue | | | | 226,519 | | | | | 229,698 | | | | | | 541,696 | | | | | 331,816 | | | ||||
Total revenue | | | | 668,343 | | | | | 783,359 | | | | | | 1,633,876 | | | | | 1,096,228 | | | ||||
OPERATING COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | ||||
Restaurant and hospitality: | | | | | | | | | | | | | | | | | | | | | | | ||||
Cost of revenues | | | | 114,713 | | | | | 148,715 | | | | | | 285,344 | | | | | 211,411 | | | ||||
Labor | | | | 107,380 | | | | | 180,260 | | | | | | 258,596 | | | | | 240,232 | | | ||||
Other operating expenses | | | | 118,700 | | | | | 166,252 | | | | | | 266,892 | | | | | 274,726 | | | ||||
Gaming: | | | | | | | | | | | | | | | | | | | | | | | ||||
Casino | | | | 63,357 | | | | | 67,304 | | | | | | 133,920 | | | | | 95,511 | | | ||||
Rooms | | | | 8,497 | | | | | 14,830 | | | | | | 20,586 | | | | | 18,926 | | | ||||
Food and beverage | | | | 20,048 | | | | | 38,587 | | | | | | 50,602 | | | | | 46,088 | | | ||||
Other | | | | 56,656 | | | | | 52,769 | | | | | | 124,388 | | | | | 90,501 | | | ||||
General and administrative expense | | | | 35,331 | | | | | 32,803 | | | | | | 73,750 | | | | | 59,803 | | | ||||
Depreciation and amortization | | | | 50,414 | | | | | 52,277 | | | | | | 99,223 | | | | | 107,199 | | | ||||
Asset impairment expense | | | | — | | | | | 7,483 | | | | | | 2,424 | | | | | 65,641 | | | ||||
Gain on disposal of assets | | | | (1,650) | | | | | (8,452) | | | | | | (21,600) | | | | | (5,053) | | | ||||
Pre-opening expenses | | | | 135 | | | | | 2,023 | | | | | | (139) | | | | | 2,349 | | | ||||
Total operating costs and expenses | | | | 573,581 | | | | | 754,851 | | | | | | 1,293,986 | | | | | 1,207,334 | | | ||||
OPERATING INCOME | | | | 94,762 | | | | | 28,508 | | | |||||||||||||||
OPERATING INCOME (LOSS) | | | | 339,890 | | | | | (111,106) | | | |||||||||||||||
OTHER EXPENSE: | | | | | | | | | | | | | | | | | | | | | | | ||||
Interest expense, net | | | | 69,663 | | | | | 69,160 | | | | | | 138,533 | | | | | 143,374 | | | ||||
Gain on warrant derivatives | | | | (81,091) | | | | | — | | | | | | (89,975) | | | | | — | | | ||||
Other (income) expense, net | | | | (1,100) | | | | | 4,820 | | | | | | (3,742) | | | | | 1,185 | | | ||||
Total other (income) expense | | | | (12,528) | | | | | 73,980 | | | |||||||||||||||
Total other expense | | | | 44,816 | | | | | 144,559 | | | |||||||||||||||
Income (loss) before income taxes | | | | 107,290 | | | | | (45,472) | | | | | | 295,074 | | | | | (255,665) | | | ||||
Provision (benefit) for income taxes | | | | 6,136 | | | | | (19,211) | | | | | | 43,732 | | | | | (87,565) | | | ||||
Net income (loss) | | | | 101,154 | | | | | (26,261) | | | | | | 251,342 | | | | | (168,100) | | | ||||
Net income (loss) attributable to noncontrolling interests | | | | 75,764 | | | | | (6) | | | |||||||||||||||
Net income attributable to noncontrolling interests | | | | 80,997 | | | | | (858) | | | |||||||||||||||
Net income (loss) attributable to FEI | | | $ | 25,390 | | | | $ | (26,255) | | | | | $ | 170,345 | | | | $ | (167,242) | | | ||||
Basic and diluted net income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | ||||
Basic and diluted | | | $ | 25,390 | | | | $ | (26,255) | | | | | $ | 170,345 | | | | $ | (167,242) | | | ||||
Weighted-average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | ||||
Basic and diluted | | | | 1 | | | | | 1 | | | | | | 1 | | | | | 1 | | |
| | Three Months Ended March 31, | | | Six Months Ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
Net income (loss) | | | $ | 101,154 | | | | $ | (26,261) | | | | | $ | 251,342 | | | | $ | (168,100) | | | ||||
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | | | | | ||||
Foreign currency translation adjustment | | | | 176 | | | | | (560) | | | | | | (692) | | | | | (246) | | | ||||
Total other comprehensive income (loss), before tax | | | | 176 | | | | | (560) | | | |||||||||||||||
Deferred income tax (expense) benefit on other comprehensive income | | | | (37) | | | | | 117 | | | |||||||||||||||
Other comprehensive income (loss), net of tax | | | | 139 | | | | | (443) | | | |||||||||||||||
Total other comprehensive loss, before tax | | | | (692) | | | | | (246) | | | |||||||||||||||
Deferred income tax benefit on other comprehensive income | | | | 145 | | | | | 56 | | | |||||||||||||||
Other comprehensive loss, net of tax | | | | (547) | | | | | (190) | | | |||||||||||||||
Comprehensive income (loss) | | | | 101,293 | | | | | (26,704) | | | | | | 250,795 | | | | | (168,290) | | | ||||
Less: other comprehensive income (loss) attributable to noncontrolling interests | | | | 75,764 | | | | | (6) | | | | | | 80,997 | | | | | (858) | | | ||||
Comprehensive income (loss) attributable to FEI | | | $ | 25,529 | | | | $ | (26,698) | | | | | $ | 169,798 | | | | $ | (167,432) | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | | | | | | | | | | | |||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | Total | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 | | | | $ | 2,736 | | | | | | 1 | | | | | $ | — | | | | | $ | 703,722 | | | | | $ | (1,749,661) | | | | | $ | (3,557) | | | | | $ | (862,365) | | | | | $ | (1,911,861) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,390 | | | | | | — | | | | | | 75,764 | | | | | | 101,154 | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 61 | | | | | | — | | | | | | — | | | | | | (61) | | | | | | — | | | | | | — | | | | | | — | | | | | | (61) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | (3,275) | | | | | | (12,570) | | | | | | — | | | | | | — | | | | | | (15,845) | | |
Stock based compensation of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,290 | | | | | | 2,290 | | |
GNOG warrant exercises | | | | | — | | | | | | — | | | | | | — | | | | | | (6,918) | | | | | | — | | | | | | — | | | | | | 153,412 | | | | | | 146,494 | | |
Redemption value adjustment of interest in GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (188,892) | | | | | | — | | | | | | 188,892 | | | | | | — | | |
Other comprehensive income, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 139 | | | | | | — | | | | | | 139 | | |
Balance, March 31, 2021 | | | | $ | 2,797 | | | | | | 1 | | | | | $ | — | | | | | $ | 693,468 | | | | | $ | (1,925,733) | | | | | $ | (3,418) | | | | | $ | (442,007) | | | | | $ | (1,677,690) | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | | | | | | | | | | | |||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | Total | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2019 | | | | | 2,492 | | | | | | 1 | | | | | | — | | | | | | 640,800 | | | | | | (2,040,166) | | | | | | (3,644) | | | | | | 3,989 | | | | | | (1,399,021) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (26,255) | | | | | | — | | | | | | (6) | | | | | | (26,261) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 61 | | | | | | — | | | | | | — | | | | | | (61) | | | | | | — | | | | | | — | | | | | | — | | | | | | (61) | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,249) | | | | | | (1,249) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | (22) | | | | | | (200,000) | | | | | | — | | | | | | — | | | | | | (200,022) | | |
Other comprehensive loss, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (399) | | | | | | — | | | | | | (399) | | |
Balance, March 31, 2020 | | | | $ | 2,553 | | | | | | 1 | | | | | $ | — | | | | | $ | 640,717 | | | | | $ | (2,266,421) | | | | | $ | (4,043) | | | | | $ | 2,734 | | | | | $ | (1,627,013) | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | | | | | | | | | | | |||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | Total | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | | |||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 | | | | $ | 2,736 | | | | | | 1 | | | | | $ | — | | | | | $ | 703,722 | | | | | $ | (1,749,661) | | | | | $ | (3,557) | | | | | $ | (862,365) | | | | | $ | (1,911,861) | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,345 | | | | | | — | | | | | | 80,997 | | | | | | 251,342 | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 122 | | | | | | — | | | | | | — | | | | | | (122) | | | | | | — | | | | | | — | | | | | | — | | | | | | (122) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | (916) | | | | | | (15,385) | | | | | | — | | | | | | — | | | | | | (16,301) | | |
Stock based compensation of GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,329 | | | | | | 5,329 | | |
Dissolution of joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 1,384 | | | | | | 1,384 | | |
GNOG warrant exercises | | | | | — | | | | | | — | | | | | | — | | | | | | (9,356) | | | | | | — | | | | | | — | | | | | | 153,412 | | | | | | 144,056 | | |
Redemption value adjustment of interest in GNOG | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (207,398) | | | | | | — | | | | | | 207,398 | | | | | | — | | |
Other comprehensive loss, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (547) | | | | | | — | | | | | | (547) | | |
Balance, June 30, 2021 | | | | $ | 2,858 | | | | | | 1 | | | | | $ | — | | | | | $ | 693,328 | | | | | $ | (1,802,099) | | | | | $ | (4,104) | | | | | $ | (413,845) | | | | | $ | (1,526,720) | | |
| | | | | | | | | FEI Stockholder’s Deficit | | | | | | | | | | | | | | |||||||||||||||||||||||||||
| | | Mandatory Redeemable Noncontrolling Interest | | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Loss | | | Noncontrolling Interests | | | Total | | |||||||||||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2019 | | | | | 2,492 | | | | | | 1 | | | | | | — | | | | | | 640,800 | | | | | | (2,040,166) | | | | | | (3,644) | | | | | | 3,989 | | | | | | (1,399,021) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (167,242) | | | | | | — | | | | | | (858) | | | | | | (168,100) | | |
Accretion of mandatory redeemable noncontrolling interest | | | | | 122 | | | | | | — | | | | | | — | | | | | | (122) | | | | | | — | | | | | | — | | | | | | | | | | | | (122) | | |
Acquisition of interest in joint venture | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 1,818 | | | | | | 1,818 | | |
Dividend to noncontrolling interest owners | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,249) | | | | | | (1,249) | | |
Distributions to Parent | | | | | — | | | | | | — | | | | | | — | | | | | | (1,030) | | | | | | (203,500) | | | | | | — | | | | | | — | | | | | | (204,530) | | |
Contributions from Parent | | | | | — | | | | | | — | | | | | | — | | | | | | 50,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,700 | | |
Other comprehensive loss, net of tax | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (190) | | | | | | — | | | | | | (190) | | |
Balance, June 30, 2020 | | | | $ | 2,614 | | | | | | 1 | | | | | $ | — | | | | | $ | 690,348 | | | | | $ | (2,410,908) | | | | | $ | (3,834) | | | | | $ | 3,700 | | | | | $ | (1,720,694) | | |
| | Three Months Ended March 31, | | | Six Months Ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net income (loss) | | | $ | 101,154 | | | | $ | (26,261) | | | | | $ | 251,342 | | | | $ | (168,100) | | | ||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | | | | ||||
Depreciation and amortization | | | | 50,414 | | | | | 52,277 | | | | | | 99,223 | | | | | 107,199 | | | ||||
Asset impairment expense | | | | — | | | | | 7,483 | | | | | | 2,424 | | | | | 65,641 | | | ||||
Gain on disposal of assets | | | | (1,650) | | | | | (8,452) | | | | | | (21,600) | | | | | (5,053) | | | ||||
Stock based compensation | | | | 2,290 | | | | | — | | | | | | 5,329 | | | | | — | | | ||||
Gain on GNOG warrant derivatives | | | | (81,091) | | | | | — | | | | | | (89,975) | | | | | — | | | ||||
Deferred tax provision (benefit) | | | | 30,025 | | | | | (49,277) | | | |||||||||||||||
Other | | | | 11,232 | | | | | 9,108 | | | |||||||||||||||
Changes in assets and liabilities, net and other | | | | 30,672 | | | | | (119,837) | | | | | | (8,855) | | | | | (52,420) | | | ||||
Total adjustments | | | | 635 | | | | | (68,529) | | | | | | 27,803 | | | | | 75,198 | | | ||||
Net cash provided by (used in) operating activities | | | | 101,789 | | | | | (94,790) | | | | | | 279,145 | | | | | (92,902) | | | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | | | | ||||
Property and equipment additions and other | | | | (14,533) | | | | | (21,543) | | | | | | (45,605) | | | | | (28,509) | | | ||||
Proceeds from disposition of assets | | | | 250 | | | | | 10,020 | | | | | | 465 | | | | | 10,035 | | | ||||
CRDA investment | | | | (374) | | | | | (476) | | | | | | (834) | | | | | (476) | | | ||||
Insurance proceeds from property claims | | | | 4,433 | | | | | — | | | | | | 23,946 | | | | | — | | | ||||
Business acquisitions, net of cash acquired | | | | (1,421) | | | | | (7,513) | | | | | | (1,421) | | | | | (40,729) | | | ||||
Net cash used in investing activities | | | | (11,645) | | | | | (19,512) | | | | | | (23,449) | | | | | (59,679) | | | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | | | | ||||
Proceeds from finance lease obligations | | | | — | | | | | 2,239 | | | | | | — | | | | | 2,239 | | | ||||
Proceeds from debt issuance | | | | — | | | | | 200,000 | | | | | | — | | | | | 488,000 | | | ||||
Payments of debt | | | | (18,854) | | | | | (8,211) | | | | | | (27,001) | | | | | (16,376) | | | ||||
Cash from GNOG warrant exercises, net | | | | 110,066 | | | | | — | | | | | | 110,068 | | | | | — | | | ||||
Debt issuance and retirement costs | | | | (1,560) | | | | | (5,831) | | | | | | (1,560) | | | | | (4,086) | | | ||||
Proceeds from revolving credit facility | | | | — | | | | | 388,500 | | | | | | — | | | | | 441,836 | | | ||||
Payments on revolving credit facility | | | | (10,000) | | | | | (171,023) | | | | | | (149,813) | | | | | (292,023) | | | ||||
Contributions from Parent | | | | — | | | | | 50,700 | | | |||||||||||||||
Distributions to Parent | | | | (12,570) | | | | | (200,000) | | | | | | (15,385) | | | | | (203,500) | | | ||||
Dividend to noncontrolling interest owners | | | | — | | | | | (1,249) | | | | | | — | | | | | (1,249) | | | ||||
Payment of mandatory redeemable noncontrolling interest | | | | — | | | | | (5,500) | | | | | | (500) | | | | | (5,500) | | | ||||
Net cash provided by financing activities | | | | 67,082 | | | | | 198,925 | | | |||||||||||||||
Net cash (used in) provided by financing activities | | | | (84,191) | | | | | 460,041 | | | |||||||||||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH | | | | (264) | | | | | (69) | | | | | | (495) | | | | | (57) | | | ||||
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | | 156,962 | | | | | 84,554 | | | | | | 171,010 | | | | | 307,403 | | | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | | | | 455,667 | | | | | 140,548 | | | | | | 455,667 | | | | | 140,548 | | | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | | | $ | 612,629 | | | | $ | 225,102 | | | | | $ | 626,677 | | | | $ | 447,951 | | | ||||
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: | | | | | | | | | | | | | | | | | | | | | | | ||||
Cash and cash equivalents | | | $ | 557,273 | | | | $ | 201,457 | | | | | $ | 568,614 | | | | $ | 420,658 | | | ||||
Restricted cash | | | | 55,356 | | | | | 23,645 | | | | | | 58,063 | | | | | 27,293 | | | ||||
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | $ | 612,629 | | | | $ | 225,102 | | | | | $ | 626,677 | | | | $ | 447,951 | | |
| | | Three Months Ended March 31, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Rooms | | | | $ | 10,785 | | | | | $ | 10,819 | | |
Food and beverage | | | | | 8,454 | | | | | | 11,963 | | |
Other | | | | | 1,627 | | | | | | 2,618 | | |
| | | | $ | 20,866 | | | | | $ | 25,400 | | |
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Rooms | | | | $ | 23,439 | | | | | $ | 14,710 | | |
Food and beverage | | | | | 19,104 | | | | | | 14,719 | | |
Other | | | | | 3,341 | | | | | | 3,262 | | |
| | | | $ | 45,884 | | | | | $ | 32,691 | | |
| | March 31, 2021 | | December 31, 2020 | | | June 30, 2021 | | December 31, 2020 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Weighted Average Remaining Useful Life (in years) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | | Weighted Average Remaining Useful Life (in years) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Trademarks | | | | 6.81 | | | | $ | 68,948 | | | | $ | (33,243) | | | | $ | 35,705 | | | | $ | 68,948 | | | | $ | (31,898) | | | | $ | 37,050 | | | | | | 6.56 | | | | $ | 68,948 | | | | $ | (34,557) | | | | $ | 34,391 | | | | $ | 68,948 | | | | $ | (31,898) | | | | $ | 37,050 | | | ||||||||||||||
Non-amortizing intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Goodwill | | | | | | | | | | | | | | | | | | | 450,789 | | | | | | | | | | | | | | | 449,369 | | | | | | | | | | | | | | | | | | | | | 450,789 | | | | | | | | | | | | | | | 449,369 | | | ||||||||||||||
Trademarks | | | | | | | | | | | | | | | | | | | 242,381 | | | | | | | | | | | | | | | 242,381 | | | | | | | | | | | | | | | | | | | | | 242,384 | | | | | | | | | | | | | | | 242,381 | | | ||||||||||||||
Gaming licenses | | | | | | | | | | | | | | | | | | | 33,267 | | | | | | | | | | | | | | | 33,267 | | | | | | | | | | | | | | | | | | | | | 33,267 | | | | | | | | | | | | | | | 33,267 | | | ||||||||||||||
| | | | | | | | | | | | | | | | | | | 726,437 | | | | | | | | | | | | | | | 725,017 | | | | | | | | | | | | | | | | | | | | | 726,440 | | | | | | | | | | | | | | | 725,017 | | | ||||||||||||||
Total goodwill and intangible assets | | | | | | | | | | | | | | | | | | $ | 762,142 | | | | | | | | | | | | | | $ | 762,067 | | | | | | | | | | | | | | | | | | | | $ | 760,831 | | | | | | | | | | | | | | $ | 762,067 | | |
| | | March 31, | | | December 31, | | ||||||
| | | 2021 | | | 2020 | | ||||||
Gift cards | | | | $ | 124,385 | | | | | $ | 132,331 | | |
Customer deposits | | | | | 14,041 | | | | | | 10,385 | | |
Restaurant loyalty programs | | | | | 19,631 | | | | | | 24,990 | | |
Online gaming contract liabilities | | | | | 3,139 | | | | | | 3,269 | | |
| | | | $ | 161,196 | | | | | $ | 170,975 | | |
| | | March 31, | | | December 31, | | ||||||
Gaming related | | | 2021 | | | 2020 | | ||||||
Slot and player club loyalty programs | | | | $ | 13,191 | | | | | $ | 11,604 | | |
Online gaming loyalty program | | | | | 67 | | | | | | 46 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
Gift cards | | | | $ | 121,174 | | | | | $ | 132,331 | | |
Customer deposits | | | | | 21,828 | | | | | | 10,385 | | |
Restaurant loyalty programs | | | | | 19,774 | | | | | | 24,990 | | |
Online gaming contract liabilities | | | | | 3,816 | | | | | | 3,269 | | |
| | | | $ | 166,592 | | | | | $ | 170,975 | | |
Gaming related | | | June 30, 2021 | | | December 31, 2020 | | ||||||
Slot and player club loyalty programs | | | | $ | 13,562 | | | | | $ | 11,604 | | |
Online gaming loyalty program | | | | | 103 | | | | | | 46 | | |
Other liabilities | | | June 30, 2021 | | | December 31, 2020 | | ||||||
Deferred franchise fees (non-current) | | | | $ | 1,258 | | | | | $ | 1,420 | | |
Online gaming contract liabilities (non-current) | | | | | 4,505 | | | | | | 5,821 | | |
| | | March 31, | | | December 31, | | ||||||
Other liabilities | | | 2021 | | | 2020 | | ||||||
Deferred franchise fees (non-current) | | | | $ | 1,459 | | | | | $ | 1,420 | | |
Online gaming contract liabilities (non-current) | | | | | 5,163 | | | | | | 5,821 | | |
| | | Three Months Ended March 31, | | |||||||||
Gift Cards | | | 2021 | | | 2020 | | ||||||
Beginning balance | | | | $ | 132,331 | | | | | $ | 137,014 | | |
Activations | | | | | 5,496 | | | | | | 7,744 | | |
Redemptions and breakage | | | | | (13,442) | | | | | | (18,490) | | |
Ending balance | | | | $ | 124,385 | | | | | $ | 126,268 | | |
| | | Three Months Ended March 31, | | |||||||||
Loyalty Programs | | | 2021 | | | 2020 | | ||||||
Beginning balance | | | | $ | 36,640 | | | | | $ | 44,318 | | |
Points and rewards earned | | | | | 6,827 | | | | | | 13,694 | | |
Redemptions and breakage | | | | | (10,578) | | | | | | (22,178) | | |
Ending balance | | | | $ | 32,889 | | | | | $ | 35,834 | | |
| | | Three Months Ended March 31, | | |||||||||
Online Gaming Agreements | | | 2021 | | | 2020 | | ||||||
Beginning balance | | | | $ | 9,090 | | | | | $ | 6,725 | | |
Cash received | | | | | 425 | | | | | | 6 | | |
Revenue recognized | | | | | (1,213) | | | | | | (708) | | |
Ending balance | | | | $ | 8,302 | | | | | $ | 6,023 | | |
| | | Six Months Ended June 30, | | |||||||||
Gift Cards | | | 2021 | | | 2020 | | ||||||
Beginning balance | | | | $ | 132,331 | | | | | $ | 137,014 | | |
Activations | | | | | 11,322 | | | | | | 14,237 | | |
Acquisitions | | | | | — | | | | | | 3,050 | | |
Redemptions and breakage | | | | | (22,479) | | | | | | (24,916) | | |
Ending balance | | | | $ | 121,174 | | | | | $ | 129,385 | | |
| | | Six Months Ended June 30, | | |||||||||
Loyalty Programs | | | 2021 | | | 2020 | | ||||||
Beginning balance | | | | $ | 36,640 | | | | | $ | 44,318 | | |
Points and rewards earned | | | | | 14,953 | | | | | | 16,850 | | |
Acquisitions | | | | | — | | | | | | 10,620 | | |
Redemptions and breakage | | | | | (18,154) | | | | | | (21,699) | | |
Ending balance | | | | $ | 33,439 | | | | | $ | 50,089 | | |
| | | Six Months Ended June 30, | | |||||||||
Online Gaming Agreements | | | 2021 | | | 2020 | | ||||||
Beginning balance | | | | $ | 9,090 | | | | | $ | 6,725 | | |
Cash received | | | | | 1,614 | | | | | | 5,134 | | |
Revenue recognized | | | | | (2,383) | | | | | | (1,317) | | |
Ending balance | | | | $ | 8,321 | | | | | $ | 10,542 | | |
Description | | March 31, 2020 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Impairments | | | June 30, 2021 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Impairments | | ||||||||||||||||||||||||||||||||||||||||
Property and equipment held and used | | | $ | 961 | | | | $ | — | | | | $ | — | | | | $ | 961 | | | | $ | 4,831 | | | | | $ | 2,485 | | | | $ | — | | | | $ | — | | | | $ | 2,485 | | | | $ | 1,291 | | | ||||||||||
Operating lease right-of-use assets | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,652 | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,133 | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | $ | 7,483 | | | | | | | | | | | | | | | | | | | | | | | | | $ | 2,424 | | |
Description | | | June 30, 2020 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total Impairments | | |||||||||||||||
Property and equipment held and used | | | | $ | 643 | | | | | $ | — | | | | | $ | — | | | | | $ | 643 | | | | | $ | 6,849 | | |
Trademarks | | | | | 53,475 | | | | | | — | | | | | | — | | | | | | 53,475 | | | | | $ | 53,291 | | |
Operating lease right-of-use assets | | | | | 556 | | | | | | — | | | | | | — | | | | | | 556 | | | | | | 5,501 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 65,641 | | |
Description | | | March 31, 2021 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total Gain on Warrants | | |||||||||||||||
Public Warrants | | | | $ | — | | | | | $ | (51,557) | | | | | $ | — | | | | | $ | — | | | | | $ | (51,557) | | |
Sponsor Warrants | | | | | 51,950 | | | | | | — | | | | | | — | | | | | | (29,534) | | | | | $ | (29,534) | | |
| | | | $ | 51,950 | | | | | | | | | | | | | | | | | | | | | | | $ | (81,091) | | |
| | | March 31, 2021 | | |||
Stock price | | | | $ | 13.50 | | |
Strike price | | | | $ | 11.50 | | |
Term (in years) | | | | | 4.75 | | |
Volatility | | | | | 80.0% | | |
Risk-free yield | | | | | 0.85% | | |
Dividend yield | | | | | 0.00% | | |
Fair value of warrants | | | | $ | 8.83 | | |
Description | | | June 30, 2021 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total Gain on Warrants | | |||||||||||||||
Public Warrants | | | | $ | — | | | | | $ | (51,557) | | | | | $ | — | | | | | $ | — | | | | | $ | (51,557) | | |
Sponsor Warrants | | | | | 43,066 | | | | | | — | | | | | | — | | | | | | (38,418) | | | | | $ | (38,418) | | |
| | | | $ | 43,066 | | | | | | | | | | | | | | | | | | | | | | | $ | (89,975) | | |
| | | June 30, 2021 | | |||
Stock price | | | | $ | 12.76 | | |
Strike price | | | | $ | 11.50 | | |
Term (in years) | | | | | 4.50 | | |
Volatility | | | | | 70.0% | | |
Risk-free yield | | | | | 0.77% | | |
Dividend yield | | | | | 0.0% | | |
Fair value of warrants | | | | $ | 7.32 | | |
| | | March 31, 2021 | | | December 31, 2020 | | ||||||
Payroll and related costs | | | | $ | 94,145 | | | | | $ | 80,664 | | |
Gaming related, excluding taxes | | | | | 80,324 | | | | | | 81,385 | | |
Insurance | | | | | 82,331 | | | | | | 82,262 | | |
Taxes, other than payroll and income taxes | | | | | 62,526 | | | | | | 65,956 | | |
Deferred revenue | | | | | 161,196 | | | | | | 170,975 | | |
Accrued interest | | | | | 78,659 | | | | | | 52,265 | | |
Accrued rent | | | | | 58,824 | | | | | | 61,633 | | |
Mandatory redeemable noncontrolling interest | | | | | 5,532 | | | | | | 5,219 | | |
Income taxes payable | | | | | 5,909 | | | | | | 184 | | |
Other | | | | | 56,284 | | | | | | 48,817 | | |
| | | | $ | 685,730 | | | | | $ | 649,360 | | |
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
Payroll and related costs | | | | $ | 102,248 | | | | | $ | 80,664 | | |
Gaming related, excluding taxes | | | | | 86,119 | | | | | | 81,385 | | |
Insurance | | | | | 84,444 | | | | | | 82,262 | | |
Taxes, other than payroll and income taxes | | | | | 66,444 | | | | | | 65,956 | | |
Deferred revenue | | | | | 166,592 | | | | | | 170,975 | | |
Accrued interest | | | | | 42,154 | | | | | | 52,265 | | |
Accrued rent | | | | | 55,131 | | | | | | 61,633 | | |
Mandatory redeemable noncontrolling interest | | | | | 5,665 | | | | | | 5,219 | | |
Income taxes payable | | | | | 6,695 | | | | | | 184 | | |
Other | | | | | 57,260 | | | | | | 48,817 | | |
| | | | $ | 672,752 | | | | | $ | 649,360 | | |
| | | March 31, 2021 | | | December 31, 2020 | | ||||||
| | | (in thousands) | | |||||||||
$265.0 million 2016 Revolving Credit Facility, Libor + 3.25%, $255.0 million due October 2022 and $10.0 million due October 2021 | | | | $ | 139,813 | | | | | $ | 149,813 | | |
$2,585.6 million 2016 Term Loan, Libor (floor 0.75%) + 2.50%, principal paid quarterly, due October 2023, net of unamortized discount based upon a 3.3% imputed interest rate of $2.8 million for 2021 and $3.1 million for 2020 and debt issuance costs of $21.1 million for 2021 and $23.1 million for 2020 | | | | | 2,532,694 | | | | | | 2,537,717 | | |
$1,345.0 million Senior Unsecured Notes 6.75% ($745.0 million sold at a 1% discount), interest paid semi-annually due October 2024, net of unamortized discount based upon a 6.8% imputed interest rate of $3.7 million for 2021 and $4.0 million for 2020 and debt issuance costs of $16.8 million for 2021 and $17.8 million for 2020 | | | | | 1,302,442 | | | | | | 1,301,199 | | |
$670.0 million Senior Subordinated Notes 8.75%, interest paid semi-annually due October 2025, net of debt issuance costs of $11.0 million for 2021 and $11.5 million for 2020 | | | | | 659,001 | | | | | | 658,523 | | |
$300.0 million GNOG term loan, Libor (floor 1.0%) + 12%, due October 2023, net of unamortized discount based upon a 13.0% imputed interest rate of $4.3 million for 2021 and $5.0 million for 2020 and debt issuance costs of $2.7 milllion for 2021 and $3.3 million for 2020 | | | | | 132,310 | | | | | | 141,727 | | |
$4.0 million seller note, 5.0% interest only paid monthly, due November 2024 | | | | | 4,000 | | | | | | 4,000 | | |
8.98% Mortgage loan, principal and interest paid monthly beginning January 2012, due April 2021, including unamortized premium based upon a 6.4% imputed interest rate of less than $0.1 million for both 2021 and 2020 | | | | | 36 | | | | | | 143 | | |
5.0% Term loan, principal and interest paid monthly beginning October 2016, due September 2021 | | | | | 133 | | | | | | 209 | | |
Joint venture loans payable | | | | | 4,264 | | | | | | 5,033 | | |
Various equipment loans, 5.0% — 5.5%, principal and interest paid monthly or quarterly, due January 2021 through March 2023 | | | | | 1,490 | | | | | | 2,309 | | |
| | | March 31, 2021 | | | December 31, 2020 | | ||||||
| | | (in thousands) | | |||||||||
Total debt, net of unamortized discounts and debt issuance costs | | | | | 4,776,183 | | | | | | 4,800,673 | | |
Less current portion | | | | | (35,705) | | | | | | (37,045) | | |
Long-term portion | | | | $ | 4,740,478 | | | | | $ | 4,763,628 | | |
|
| | | June 30, 2021 | | | December 31, 2020 | | ||||||
| | | (in thousands) | | |||||||||
$265.0 million 2016 Revolving Credit Facility, Libor + 3.25%, $255.0 million due October 2022 and $10.0 million due October 2021 | | | | $ | — | | | | | $ | 149,813 | | |
$2,585.6 million 2016 Term Loan, Libor (floor 0.75%) + 2.50%, principal paid quarterly, due October 2023, net of unamortized discount based upon a 3.3% imputed interest rate of $2.6 million for 2021 and $3.1 million for 2020 and debt issuance costs of $19.2 million for 2021 and $23.1 million for 2020 | | | | | 2,527,713 | | | | | | 2,537,717 | | |
$1,345.0 million Senior Unsecured Notes 6.75% ($745.0 million sold at a 1% discount), interest paid semi-annually due October 2024, net of unamortized discount based upon a 6.8% imputed interest rate of $3.4 million for 2021 and $4.0 million for 2020 and debt issuance costs of $15.8 million for 2021 and $17.8 million for 2020 | | | | | 1,303,708 | | | | | | 1,301,199 | | |
$670.0 million Senior Subordinated Notes 8.75%, interest paid semi-annually due October 2025, net of debt issuance costs of $10.5 million for 2021 and $11.5 million for 2020 | | | | | 659,489 | | | | | | 658,523 | | |
$300.0 million GNOG term loan, Libor (floor 1.0%) + 12%, due October 2023, net of unamortized discount based upon a 13.0% imputed interest rate of $4.0 million for 2021 and $5.0 million for 2020 and debt issuance costs of $2.5 milllion for 2021 and $3.3 million for 2020 | | | | | 132,941 | | | | | | 141,727 | | |
$4.0 million seller note, 5.0% interest only paid monthly, due November 2024 | | | | | 4,000 | | | | | | 4,000 | | |
8.98% mortgage loan, principal and interest paid monthly beginning January 2012, due April 2021, including unamortized premium based upon a 6.4% imputed interest rate of less than $0.1 million for 2020 | | | | | — | | | | | | 143 | | |
5.0% term loan, principal and interest paid monthly beginning October 2016, due September 2021 | | | | | 55 | | | | | | 209 | | |
4.0% note payable, principal and interest paid monthly, due June 2031 | | | | | 3,150 | | | | | | — | | |
Joint venture loans payable | | | | | 1,718 | | | | | | 5,033 | | |
Various equipment loans, 5.0% – 5.5%, principal and interest paid monthly or quarterly, due January 2021 through March 2023 | | | | | 753 | | | | | | 2,309 | | |
Total debt, net of unamortized discounts and debt issuance costs | | | | | 4,633,527 | | | | | | 4,800,673 | | |
Less current portion | | | | | (29,674) | | | | | | (37,045) | | |
Long-term portion | | | | $ | 4,603,853 | | | | | $ | 4,763,628 | | |
| | Three Months Ended March 31, | | | Six Months Ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
Operating lease cost | | | $ | 43,605 | | | | $ | 48,249 | | | | | $ | 87,745 | | | | $ | 93,203 | | | ||||
Variable lease cost | | | | 4,573 | | | | | 13,550 | | | | | | 14,397 | | | | | 17,316 | | | ||||
Finance lease amortization | | | | 206 | | | | | 114 | | | | | | 385 | | | | | 243 | | | ||||
Interest on finance lease obligations | | | | 392 | | | | | 277 | | | | | | 750 | | | | | 566 | | | ||||
Short-term lease cost | | | | 98 | | | | | 220 | | | | | | 220 | | | | | 403 | | | ||||
Total lease costs | | | $ | 48,874 | | | | $ | 62,410 | | | | | $ | 103,497 | | | | $ | 111,731 | | |
| | | Three Months Ended March 31, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Payments for operating leases | | | | $ | 41,257 | | | | | $ | 49,142 | | |
Supplemental non-cash information: | | | | | | | | | | | | | |
Lease assets obtained in exchange for new lease liabilities | | | | | 29,218 | | | | | | 10,572 | | |
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Payments for operating leases | | | | $ | 96,682 | | | | | $ | 54,405 | | |
Supplemental non-cash information: | | | | | | | | | | | | | |
Lease assets obtained in exchange for new lease liabilities | | | | | 40,227 | | | | | | 16,626 | | |
| | | Casual Dining | | | Upscale Dining | | | Casinos | | | Online Gaming | | | Corporate and Other | | | Consolidated Total | | ||||||||||||||||||
Three Months Ended March 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 219,074 | | | | | $ | 178,179 | | | | | $ | 199,770 | | | | | $ | 26,749 | | | | | $ | 44,571 | | | | | $ | 668,343 | | |
Segment level profit | | | | | 43,256 | | | | | | 39,058 | | | | | | 83,776 | | | | | | (5,815) | | | | | | 18,717 | | | | | | 178,992 | | |
Segment assets | | | | | 1,007,966 | | | | | | 1,370,453 | | | | | | 1,618,149 | | | | | | 281,617 | | | | | | 858,185 | | | | | | 5,136,370 | | |
Capital expenditures | | | | | 3,517 | | | | | | 2,435 | | | | | | 6,708 | | | | | | 6 | | | | | | 1,867 | | | | | | 14,533 | | |
Three Months Ended March 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 294,187 | | | | | $ | 214,155 | | | | | $ | 212,355 | | | | | $ | 17,343 | | | | | $ | 45,319 | | | | | $ | 783,359 | | |
Segment level profit | | | | | 23,745 | | | | | | 22,888 | | | | | | 50,283 | | | | | | 5,925 | | | | | | 11,801 | | | | | | 114,642 | | |
Segment assets | | | | | 1,115,830 | | | | | | 1,422,689 | | | | | | 1,688,317 | | | | | | 35,654 | | | | | | 674,546 | | | | | | 4,937,036 | | |
Asset impairments | | | | | 3,251 | | | | | | 4,232 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,483 | | |
Capital expenditures | | | | | 10,202 | | | | | | 4,949 | | | | | | 2,636 | | | | | | — | | | | | | 3,756 | | | | | | 21,543 | | |
| | | Three Months Ended March 31, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Segment level profit | | | | $ | 178,992 | | | | | $ | 114,642 | | |
Less: | | | | | | | | | | | | | |
Depreciation, amortization and impairment | | | | | 50,414 | | | | | | 59,760 | | |
General and administrative expense | | | | | 35,331 | | | | | | 32,803 | | |
(Gain) loss on disposal of assets | | | | | (1,650) | | | | | | (8,452) | | |
Pre-opening expenses | | | | | 135 | | | | | | 2,023 | | |
Operating income | | | | $ | 94,762 | | | | | $ | 28,508 | | |
| | | Casual Dining | | | Upscale Dining | | | Casinos | | | Online Gaming | | | Corporate and Other | | | Consolidated Total | | ||||||||||||||||||
Six Months Ended June 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 534,329 | | | | | $ | 453,629 | | | | | $ | 483,256 | | | | | $ | 58,440 | | | | | $ | 104,222 | | | | | $ | 1,633,876 | | |
Segment level profit (loss) | | | | | 122,161 | | | | | | 114,516 | | | | | | 224,900 | | | | | | (12,700) | | | | | | 44,671 | | | | | | 493,548 | | |
Segment assets | | | | | 986,791 | | | | | | 1,373,237 | | | | | | 1,586,058 | | | | | | 277,839 | | | | | | 869,010 | | | | | | 5,092,935 | | |
Asset impairments | | | | | 1,349 | | | | | | 1,075 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,424 | | |
Capital expenditures | | | | | 6,499 | | | | | | 8,937 | | | | | | 23,300 | | | | | | 299 | | | | | | 6,570 | | | | | | 45,605 | | |
Six Months Ended June 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | $ | 409,528 | | | | | $ | 297,710 | | | | | $ | 289,653 | | | | | $ | 42,163 | | | | | $ | 57,174 | | | | | $ | 1,096,228 | | |
Segment level profit | | | | | 16,562 | | | | | | 11,645 | | | | | | 66,051 | | | | | | 14,739 | | | | | | 9,836 | | | | | | 118,833 | | |
Segment assets | | | | | 1,054,951 | | | | | | 1,439,359 | | | | | | 1,561,638 | | | | | | 55,279 | | | | | | 968,779 | | | | | | 5,080,006 | | |
Asset impairments | | | | | 34,880 | | | | | | 30,761 | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,641 | | |
Capital expenditures | | | | | 14,519 | | | | | | 9,277 | | | | | | 3,745 | | | | | | — | | | | | | 968 | | | | | | 28,509 | | |
| | | Six Months Ended June 30, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
Segment level profit | | | | $ | 493,548 | | | | | $ | 118,833 | | |
Less: | | | | | | | | | | | | | |
Depreciation, amortization and impairment | | | | | 101,647 | | | | | | 172,840 | | |
General and administrative expense | | | | | 73,750 | | | | | | 59,803 | | |
Gain on disposal of assets | | | | | (21,600) | | | | | | (5,053) | | |
Pre-opening expenses | | | | | (139) | | | | | | 2,349 | | |
Operating income (loss) | | | | $ | 339,890 | | | | | $ | (111,106) | | |
| | Three Months Ended March 31, | | | Six Months Ended June 30, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2021 | | 2020 | | ||||||||||||||||
Cash paid for interest | | | $ | 28,545 | | | | $ | 47,973 | | | | | $ | 127,944 | | | | $ | 144,286 | | | ||||
Cash paid (refunded) for income taxes | | | $ | (873) | | | | $ | 183 | | | |||||||||||||||
Cash paid for income taxes | | | $ | 9,144 | | | | $ | 267 | | | |||||||||||||||
Non-cash investing activites and financing activities: | | | | | | | | | | | | | | | | | | | | | | | ||||
Accounts payable included in (excluded from) property and equipment additions | | | $ | (1,378) | | | | $ | 458 | | | |||||||||||||||
Accounts and notes payable included in (excluded from) property and equipment additions | | | $ | (2,865) | | | | $ | 905 | | | |||||||||||||||
Reclassification of mandatory redeemable noncontrolling interest | | | $ | 61 | | | | $ | 61 | | | | | $ | 122 | | | | $ | 122 | | | ||||
PIK interest added to notes receivable | | | $ | — | | | | $ | 15 | | | | | $ | — | | | | $ | 15 | | | ||||
Non-cash proceeds on GNOG warrant exercises | | | $ | 43,346 | | | | $ | — | | | | | $ | 43,344 | | | | $ | — | | |
| | | Page | | |||
ARTICLE I DEFINED TERMS | | | | | | | |
Section 1.01 Certain Defined Terms | | | | | A-3 | | |
Section 1.02 Other Defined Terms | | | | | A-13 | | |
Section 1.03 Interpretation and Rules of Construction | | | | | A-15 | | |
ARTICLE II THE TRANSACTIONS | | | | | | | |
Section 2.01 The TX Merger | | | | | A-16 | | |
Section 2.02 The Merger | | | | | A-16 | | |
Section 2.03 Closing | | | | | A-17 | | |
Section 2.04 Effective Time | | | | | A-17 | | |
Section 2.05 Organizational Documents of SPAC Newco. | | | | | A-17 | | |
Section 2.06 Post-Closing Merger | | | | | A-17 | | |
Section 2.07 Principal offices: Name; Trading Symbol | | | | | A-17 | | |
ARTICLE III EFFECT OF THE TRANSACTIONS | | | | | | | |
Section 3.01 Effect on Capital Stock | | | | | A-18 | | |
Section 3.02 Stock Transfer Books | | | | | A-18 | | |
Section 3.03 No Appraisal Rights | | | | | A-19 | | |
Section 3.04 Adjustment to Merger Consideration | | | | | A-19 | | |
Section 3.05 Payment of Expenses | | | | | A-19 | | |
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF FLORIDA | | | | | | | |
Section 4.01 Organization and Qualification | | | | | A-19 | | |
Section 4.02 Due Authorization | | | | | A-19 | | |
Section 4.03 Capitalization | | | | | A-20 | | |
Section 4.04 Florida Subsidiaries | | | | | A-20 | | |
Section 4.05 No Conflict | | | | | A-21 | | |
Section 4.06 Governmental Consents and Approvals | | | | | A-21 | | |
Section 4.07 Financial Information | | | | | A-22 | | |
Section 4.08 Internal Controls | | | | | A-22 | | |
Section 4.09 Absence of Changes | | | | | A-22 | | |
Section 4.10 Undisclosed Liabilities | | | | | A-23 | | |
Section 4.11 Litigation | | | | | A-23 | | |
Section 4.12 Information Supplied | | | | | A-23 | | |
Section 4.13 Compliance with Laws | | | | | A-23 | | |
Section 4.14 Licenses | | | | | A-24 | | |
Section 4.15 Intellectual Property; IT; Data Security | | | | | A-25 | | |
Section 4.16 Real Property | | | | | A-26 | | |
Section 4.17 Employee Benefit Matters | | | | | A-27 | | |
Section 4.18 Labor Matters | | | | | A-28 | | |
Section 4.19 Taxes | | | | | A-29 | | |
| | | Page | | |||
Section 4.20 Material Contracts | | | | | A-29 | | |
Section 4.21 Environmental Matters | | | | | A-31 | | |
Section 4.22 Brokers | | | | | A-31 | | |
Section 4.23 Affiliates | | | | | A-31 | | |
Section 4.24 Sufficiency of Assets | | | | | A-31 | | |
Section 4.25 No Additional Representations and Warranties | | | | | A-31 | | |
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SPAC, SPAC NEWCO AND MERGER SUB | | | | | | | |
Section 5.01 Organization and Qualification; Subsidiaries | | | | | A-32 | | |
Section 5.02 Due Authorization | | | | | A-32 | | |
Section 5.03 Capitalization | | | | | A-33 | | |
Section 5.04 No Conflict | | | | | A-34 | | |
Section 5.05 Governmental Consents and Approvals | | | | | A-35 | | |
Section 5.06 SEC Filings; Financial Information | | | | | A-35 | | |
Section 5.07 Absence of Changes | | | | | A-36 | | |
Section 5.08 Litigation | | | | | A-36 | | |
Section 5.09 Information Supplied | | | | | A-36 | | |
Section 5.10 Material Adverse Effect | | | | | A-36 | | |
Section 5.11 Compliance with Laws | | | | | A-37 | | |
Section 5.12 Title to Property | | | | | A-37 | | |
Section 5.13 Employee Benefit Matters | | | | | A-37 | | |
Section 5.14 Taxes | | | | | A-37 | | |
Section 5.15 SPAC Material Contracts | | | | | A-38 | | |
Section 5.16 Valid Issuance | | | | | A-39 | | |
Section 5.17 No Shareholder Rights Plan; No Antitakeover Law | | | | | A-39 | | |
Section 5.18 Financial Ability; Trust Account | | | | | A-39 | | |
Section 5.19 Business Activities | | | | | A-40 | | |
Section 5.20 No Discussions | | | | | A-41 | | |
Section 5.21 No Outside Reliance | | | | | A-41 | | |
Section 5.22 NYSE Market Quotation | | | | | A-42 | | |
Section 5.23 Investment Company Act | | | | | A-42 | | |
Section 5.24 Affiliate Agreements | | | | | A-42 | | |
Section 5.25 PIPE Investment Amount; Subscription Agreements | | | | | A-42 | | |
Section 5.26 Brokers | | | | | A-43 | | |
Section 5.27 No Additional Representations and Warranties | | | | | A-43 | | |
ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER | | | | | | | |
Section 6.01 Conduct of Florida Business Pending the Merger | | | | | A-43 | | |
Section 6.02 Conduct of SPAC Business Pending the Merger | | | | | A-45 | | |
| | | Page | | |||
ARTICLE VII ADDITIONAL AGREEMENTS | | | | | | | |
Section 7.01 Registration Statement; Special Meeting; SPAC Stockholder Approval | | | | | A-45 | | |
Section 7.02 No Solicitation of Transactions | | | | | A-47 | | |
Section 7.03 Access to Information | | | | | A-47 | | |
Section 7.04 Directors’ and Officers’ Indemnification | | | | | A-48 | | |
Section 7.05 Regulatory and Other Authorizations; Notices and Consents | | | | | A-49 | | |
Section 7.06 Tax Matters | | | | | A-50 | | |
Section 7.07 Control of Other Party’s Business | | | | | A-51 | | |
Section 7.08 Trust Account | | | | | A-51 | | |
Section 7.09 No Claim Against the Trust Account | | | | | A-51 | | |
Section 7.10 SPAC NYSE Listing | | | | | A-52 | | |
Section 7.11 SPAC Public Filings | | | | | A-52 | | |
Section 7.12 PIPE Financing | | | | | A-52 | | |
Section 7.13 Section 16 Matters | | | | | A-53 | | |
Section 7.14 SPAC Director and Officer Appointments | | | | | A-53 | | |
Section 7.15 Confidentiality; Material Non-Public Information | | | | | A-53 | | |
Section 7.16 Change of Name; Ticker Symbol | | | | | A-54 | | |
Section 7.17 Public Announcements | | | | | A-54 | | |
Section 7.18 Support of Transaction | | | | | A-54 | | |
Section 7.19 Further Actions. | | | | | A-54 | | |
Section 7.20 SPAC Newco Omnibus Incentive Plan | | | | | A-54 | | |
Section 7.21 Takeover Statutes | | | | | A-54 | | |
Section 7.22 Defense of Litigation | | | | | A-55 | | |
ARTICLE VIII CONDITIONS TO THE MERGER | | | | | | | |
Section 8.01 Conditions to the Obligations of Each Party | | | | | A-55 | | |
Section 8.02 Conditions to the Obligations of SPAC, SPAC Newco and Merger Sub | | | | | A-56 | | |
Section 8.03 Conditions to the Obligations of Florida | | | | | A-56 | | |
ARTICLE IX TERMINATION | | | | | | | |
Section 9.01 Termination | | | | | A-57 | | |
Section 9.02 Effect of Termination | | | | | A-58 | | |
ARTICLE X GENERAL PROVISIONS | | | | | | | |
Section 10.01 Non-Survival of Representations, Warranties, Covenants and Agreements | | | | | A-58 | | |
Section 10.02 Notices | | | | | A-58 | | |
Section 10.03 Severability | | | | | A-59 | | |
Section 10.04 Entire Agreement | | | | | A-59 | | |
Section 10.05 Assignment | | | | | A-59 | | |
Section 10.06 Amendment | | | | | A-59 | | |
Section 10.07 Waiver | | | | | A-59 | | |
Section 10.08 No Third-Party Beneficiaries | | | | | A-59 | | |
| | | Page | | |||
Section 10.09 Specific Performance | | | | | A-60 | | |
Section 10.10 Governing Law | | | | | A-60 | | |
Section 10.11 Waiver of Jury Trial | | | | | A-60 | | |
Section 10.12 Counterparts | | | | | A-61 | | |
Section 10.13 Interpretation | | | | | A-61 | | |
Section 10.14 Headings and Captions | | | | | A-61 | | |
Exhibits | | | | | | | |
Exhibit A — Form of Separation Agreement | | | | | A-1 | | |
Exhibit B — Form of Subscription Agreement | | | | | B-1 | | |
Exhibit C — Form of Sponsor Agreement | | | | | C-1 | | |
Exhibit D — Form of Registration Rights Agreement | | | | | D-1 | | |
Exhibit E — Form of Stockholders Agreement | | | | | E-1 | | |
Exhibit F — Form of Lockup Agreement | | | | | F-1 | | |
Exhibit G — Form of SPAC Newco A&R Bylaws | | | | | G-1 | | |
Exhibit H — Form of SPAC Newco A&R Charter | | | | | H-1 | | |
Exhibit I — Form of SPAC Newco Omnibus Incentive Plan | | | | | I-1 | | |
Exhibit J — Form of Split-Off Agreement | | | | | J-1 | | |
Exhibit K — Agreement and Plan of Merger for the TX Merger | | | | | K-1 | | |
Exhibit L — Form of LLC Sub Merger Agreement | | | | | L-1 | | |
Defined Term | | | Location of Definition | |
Additional Proposal | | | Section 7.01(d) | |
Amendment Proposal | | | Section 7.01(d) | |
Antitrust Remedial Actions | | | Section 7.05(c) | |
Certificate of Merger | | | Section 2.04 | |
Closing | | | Section 2.03 | |
Florida Affiliate Agreement | | | Section 4.23 | |
Confidentiality Agreement | | | Section 7.15(a) | |
Copyrights | | | Section 1.01 | |
Effective Time | | | Section 2.04 | |
ERISA | | | Section 4.17(a) | |
ERISA Affiliate | | | Section 4.17(d) | |
Florida | | | Preamble | |
Florida Board | | | Recitals | |
Florida Benefit Plan | | | Section 4.17(a) | |
Florida Data Room | | | Section 1.03(a) | |
Florida Distribution Tax Counsel | | | Section 7.06(b) | |
Florida Distribution Tax Opinions | | | Section 7.06(b) | |
Florida Financial Statements | | | Section 4.07 | |
Florida IP Contracts | | | Section 4.20(a)(iv) | |
Florida Marks | | | Section 4.15(c) | |
Florida Material Contracts | | | Section 4.20(a) | |
Defined Term | | | Location of Definition | |
Florida Merger Tax Counsel | | | Section 7.06(b) | |
Florida Merger Tax Opinion | | | Section 7.06(b) | |
Florida Preliminary Unaudited Financial Statements | | | Section 4.07 | |
Florida Real Property Leases | | | Section 4.20(a)(v) | |
Florida Tax Opinions | | | Section 7.06(b) | |
Florida Unaudited Financial Statements | | | Section 4.07 | |
Intended Tax Treatment | | | Recitals | |
Interim Period | | | Section 6.01 | |
IPO | | | Section 7.09 | |
IPO Prospectus | | | Section 7.09 | |
LLC Sub | | | Recitals | |
LLC Sub Merger | | | Recitals | |
LLC Sub Merger Agreement | | | Section 2.06 | |
Lockup Agreements | | | Recitals | |
Marks | | | Section 1.01 | |
Merger | | | Section 2.02 | |
Merger Consideration Calculation | | | Section 3.01(a) | |
Merger Sub | | | Preamble | |
Multiemployer Plan | | | Section 4.17(d) | |
NYSE Proposal | | | Section 7.01(d) | |
NYSE Listing Application | | | Section 7.10(b) | |
Offer | | | Recitals | |
Patents | | | Section 1.01 | |
PIPE Investment Amount | | | Section 5.25 | |
Proposals | | | Section 7.01(d) | |
Registration Rights Agreement | | | Recitals | |
Released Claims | | | Section 7.09 | |
Released Parties | | | Section 7.09 | |
Required Florida Stockholder Approval | | | Recitals | |
Separation Agreement | | | Recitals | |
Shares | | | Section 3.01(b) | |
SPAC | | | Preamble | |
SPAC Newco A&R Bylaws | | | Recitals | |
SPAC Newco A&R Charter | | | Recitals | |
SPAC Affiliate Agreement | | | Section 5.24 | |
SPAC Benefit Plans | | | Section 5.13 | |
SPAC Board | | | Recitals | |
SPAC Board Recommendation | | | Section 7.01(e) | |
SPAC Change in Recommendation | | | Section 7.01(e) | |
SPAC Material Contracts | | | Section 5.15(a) | |
SPAC Newco Omnibus Incentive Plan | | | Recitals | |
SPAC Newco Omnibus Incentive Plan Proposal | | | Section 7.01(d) | |
SPAC Stockholder Approval | | | Section 5.02(b) | |
Defined Term | | | Location of Definition | |
Special Meeting | | | Section 5.02(b) | |
Split-Off Agreement | | | Recitals | |
Sponsor Agreement | | | Recitals | |
Stockholders Agreement | | | Recitals | |
Subscribers | | | Recitals | |
Subscription Agreements | | | Recitals | |
Surviving Corporation | | | Section 2.02 | |
Termination Date | | | Section 9.01(a) | |
Terminating SPAC Breach | | | Section 9.01(d) | |
Terminating Florida Breach | | | Section 9.01(e) | |
Texas Certificate of Merger | | | Section 2.01 | |
Third Party Target | | | Section 5.20 | |
Trade Secrets | | | Section 1.01 | |
Transaction Proposal | | | Section 7.01(d) | |
Trust Account | | | Section 5.18 | |
Trust Agreement | | | Section 5.18 | |
Trustee | | | Section 5.18 | |
TX Merger Effective Time | | | Section 2.01 | |
Written Consent | | | Recitals | |
| | | Page | | |||
Article I DEFINITIONS AND INTERPRETATION | | | | | 8 | | |
Section 1.1 General | | | | | 8 | | |
Section 1.2 References; Interpretation | | | | | 16 | | |
Article II THE SEPARATION | | | | | 17 | | |
Section 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities | | | | | 17 | | |
Section 2.2 Intercompany Accounts and Intercompany Agreements | | | | | 18 | | |
Section 2.3 Limitation of Liability | | | | | 18 | | |
Section 2.4 Specified Consents | | | | | 19 | | |
Section 2.5 Treatment of Shared Contracts | | | | | 20 | | |
Section 2.6 Disclaimer of Representations and Warranties | | | | | 21 | | |
Section 2.7 Cash Management | | | | | 22 | | |
Section 2.8 Insurance | | | | | 22 | | |
Section 2.9 Ancillary Agreements | | | | | 22 | | |
Section 2.10 Issuance of SpinCo Common Units | | | | | 23 | | |
Article III THE DISTRIBUTION | | | | | 23 | | |
Section 3.1 Distribution | | | | | 23 | | |
Section 3.2 Conditions to Distribution | | | | | 23 | | |
Article IV CERTAIN COVENANTS | | | | | 23 | | |
Section 4.1 Further Assurances | | | | | 23 | | |
Section 4.2 Removal of Florida Assets | | | | | 23 | | |
Section 4.3 Florida Marks | | | | | 24 | | |
Article V INDEMNIFICATION | | | | | 24 | | |
Section 5.1 Release of Pre-Distribution Claims | | | | | 24 | | |
Section 5.2 Indemnification by Florida | | | | | 25 | | |
Section 5.3 Indemnification by SpinCo | | | | | 26 | | |
Section 5.4 Procedures for Indemnification | | | | | 26 | | |
Section 5.5 Indemnification Obligations Net of Insurance Proceeds and Other Amounts | | | | | 27 | | |
Section 5.6 Contribution | | | | | 28 | | |
Section 5.7 Additional Matters; Survival of Indemnities | | | | | 28 | | |
Article VI PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE | | | | | 29 | | |
Section 6.1 Generally | | | | | 29 | | |
Section 6.2 Financial Statements and Accounting | | | | | 30 | | |
Section 6.3 Witness Services | | | | | 30 | | |
Section 6.4 Reimbursement | | | | | 31 | | |
Section 6.5 Retention of Information | | | | | 31 | | |
Section 6.6 Confidentiality | | | | | 31 | | |
Section 6.7 Privilege Matters | | | | | 32 | | |
Section 6.8 Ownership of Information | | | | | 33 | | |
Section 6.9 Other Agreements | | | | | 33 | | |
| | | Page | | |||
Article VII DISPUTE RESOLUTION | | | | | 33 | | |
Section 7.1 Dispute Resolution Procedures | | | | | 33 | | |
Article VIII MISCELLANEOUS | | | | | 34 | | |
Section 8.1 Entire Agreement; Construction | | | | | 34 | | |
Section 8.2 Transaction Agreements | | | | | 34 | | |
Section 8.3 Counterparts | | | | | 34 | | |
Section 8.4 Survival of Agreements | | | | | 34 | | |
Section 8.5 Expenses | | | | | 34 | | |
Section 8.6 Notices | | | | | 34 | | |
Section 8.7 Amendment and Waivers | | | | | 35 | | |
Section 8.8 Termination | | | | | 36 | | |
Section 8.9 Assignment | | | | | 36 | | |
Section 8.10 Successors and Assigns | | | | | 36 | | |
Section 8.11 Payment Terms | | | | | 36 | | |
Section 8.12 Subsidiaries | | | | | 36 | | |
Section 8.13 Third Party Beneficiaries | | | | | 36 | | |
Section 8.14 Exhibit and Schedules | | | | | 37 | | |
Section 8.15 Governing Law | | | | | 37 | | |
Section 8.16 Waiver of Jury Trial | | | | | 37 | | |
Section 8.17 Specific Performance | | | | | 37 | | |
Section 8.18 Severability | | | | | 37 | | |
Section 8.19 Interpretation | | | | | 38 | | |
Section 8.20 No Duplication; No Double Recovery | | | | | 38 | | |
Section 8.21 No Admission of Liability | | | | | 38 | | |
Section 8.22 Headings and Captions | | | | | 38 | | |
Section 8.23 Plan of Reorganization | | | | | 38 | | |
Schedules | | | | | | | |
Schedule 1.1(14) Designated Florida Subsidiaries | | | | | | | |
Schedule 1.1(63)(i) SpinCo Subsidiaries | | | | | | | |
Schedule 1.1(63)(vii) Other SpinCo Assets | | | | | | | |
Schedule 2.2(b) Intercompany Agreements | | | | | | | |
Schedule 2.4(a) Third Party Consents | | | | | | | |
Exhibits | | | | | | | |
Exhibit A Restructuring Steps Memo | | |
Defined Term | | | Section | |
Action | | | 1.1(1) | |
Additional Insured Members | | | 2.8(a) | |
Affiliate | | | 1.1(2) | |
Agreement | | | Preamble | |
Ancillary Agreement | | | 1.1(3) | |
Appointed Representative | | | 7.1(a) | |
Assets | | | 1.1(4) | |
Assume | | | 2.1(b)(iii) | |
Board | | | Recitals | |
Business Day | | | 1.1(5) | |
Claiming Party | | | 5.4(b) | |
Closing | | | 1.1(6) | |
Code | | | 1.1(7) | |
Confidential Information | | | 1.1(8) | |
Confidentiality Agreement | | | 1.1(9) | |
Consents | | | 1.1(10) | |
Contract | | | 1.1(11) | |
control | | | 1.1(12) | |
Conveyance and Assumption Instruments | | | 1.1(13) | |
Designated Florida Subsidiaries | | | 1.1(14) | |
Direct Claim | | | 5.4(a)(ii) | |
Disclosure Letters | | | 1.1(15) | |
Distribution | | | Recitals | |
Distribution Date | | | 1.1(16) | |
Distribution Effective Time | | | 1.1(17) | |
Exchange Act | | | 1.1(18) | |
Expenses | | | 8.5 | |
Florida | | | Preamble | |
Florida Assets | | | 1.1(19) | |
Florida Business | | | 1.1(20) | |
Florida Cash and Cash Equivalents | | | 1.1(21) | |
Florida Claim | | | 5.3 | |
Florida Common Stock | | | 1.1(21) | |
Florida Designees | | | 1.1(23) | |
Florida Facilities | | | 1.1(24) | |
Florida Group | | | 1.1(25) | |
Florida Indemnitees | | | 1.1(26) | |
Florida Liabilities | | | 1.1(27) | |
Florida Marks | | | 1.1(28) | |
Gaming Approvals | | | 1.1(29) | |
Governmental Authority | | | 1.1(30) | |
Defined Term | | | Section | |
Group | | | 1.1(31) | |
Indebtedness | | | 1.1(32) | |
Indemnifiable Losses | | | 1.1(33) | |
Indemnifying Party | | | 1.1(34) | |
Indemnitee | | | 1.1(35) | |
Indemnity Payment | | | 5.5(a) | |
Insurance Proceeds | | | 1.1(36) | |
Intellectual Property | | | 1.1(37) | |
Intercompany Account | | | 1.1(38) | |
Intercompany Agreement | | | 1.1(39) | |
Internal Contribution | | | 1.1(40) | |
Internal Reorganization | | | 1.1(41) | |
Law | | | 1.1(42) | |
Liabilities | | | 1.1(43) | |
Marks | | | 1.1(44) | |
Merger | | | Recitals | |
Merger Agreement | | | Recitals | |
Merger Effective Time | | | 1.1(45) | |
Merger Sub | | | Recitals | |
Organizational Documents | | | 1.1(46) | |
Partial Payoff | | | Recitals | |
Party | | | Preamble | |
Person | | | 1.1(47) | |
Policies | | | 1.1(48) | |
Prime Rate | | | 1.1(49) | |
Privilege | | | 6.7(a) | |
Privileged Information | | | 6.7(a) | |
Record Date | | | 1.1(50) | |
Record Holders | | | 1.1(51) | |
Registered | | | 1.1(52) | |
Representatives | | | 1.1(53) | |
Restructuring Steps Memo | | | 1.1(54) | |
Retained Florida Information | | | 1.1(55) | |
Retained SpinCo Information | | | 1.1(56) | |
SEC | | | 1.1(57) | |
Securities Act | | | 1.1(58) | |
Separation | | | Recitals | |
Separation Agreement Disputes | | | 7.1(b) | |
Shared Contract | | | 1.1(59) | |
Shared Information | | | 1.1(60) | |
Shared Policies | | | 2.8(a) | |
Shared Policy Separation Date | | | 2.8(b) | |
Software | | | 1.1(61) | |
Defined Term | | | Section | |
SPAC | | | Recitals | |
SPAC Stockholder Approval | | | 1.1(62) | |
Specified Consent | | | 2.4(a) | |
SpinCo | | | Preamble | |
SpinCo Assets | | | 1.1(63) | |
SpinCo Business | | | 1.1(64) | |
SpinCo Cash and Cash Equivalents | | | 1.1(65) | |
SpinCo Claim | | | 5.2 | |
SpinCo Common Unit | | | 1.1(66) | |
SpinCo Contractor | | | 1.1(67) | |
SpinCo Designees | | | 1.1(68) | |
SpinCo Employee | | | 1.1(69) | |
SpinCo Facilities | | | 1.1(70) | |
SpinCo Group | | | 1.1(71) | |
SpinCo Indemnitees | | | 1.1(72) | |
SpinCo Liabilities | | | 1.1(73) | |
Split-Off | | | Recitals | |
Split-Off Effective Time | | | 1.1(74) | |
SplitCo | | | Recitals | |
SplitCo Assets | | | 1.1(75) | |
SplitCo Business | | | 1.1(76) | |
SplitCo Group | | | 1.1(77) | |
SplitCo Liabilities | | | 1.1(78) | |
Subsidiary | | | 1.1(79) | |
Tax | | | 1.1(80) | |
Tax Benefit | | | 1.1(81) | |
Tax Contest | | | 1.1(82) | |
Tax Matters Agreement | | | 1.1(83) | |
Tax Records | | | 1.1(84) | |
Tax Return | | | 1.1(85) | |
Term Loan Agreement | | | Recitals | |
Third Party | | | 1.1(86) | |
Third Party Claim | | | 5.4(b) | |
Third Party Proceeds | | | 5.5(a) | |
Trade Secrets | | | 1.1(87) | |
Transaction Agreement | | | 1.1(88) | |
Transfer | | | 2.1(b)(i) | |
Transferred Leased Real Property | | | 1.1(89) | |
Transferred Owned Real Property | | | 1.1(90) | |
| | | Page | | |||
Article I DEFINITIONS AND INTERPRETATION | | | | | 2 | | |
Section 1.1 General | | | | | 2 | | |
Section 1.2 References; Interpretation | | | | | 10 | | |
Article II THE SPLIT-OFF SEPARATION | | | | | 11 | | |
Section 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities | | | | | 11 | | |
Section 2.2 Intercompany Accounts and Intercompany Agreements | | | | | 12 | | |
Section 2.3 Limitation of Liability | | | | | 13 | | |
Section 2.4 Specified Consents | | | | | 13 | | |
Section 2.5 Treatment of Shared Contracts. | | | | | 15 | | |
Section 2.6 Disclaimer of Representations and Warranties | | | | | 15 | | |
Section 2.7 Cash Management | | | | | 16 | | |
Section 2.8 Insurance | | | | | 16 | | |
Section 2.9 Ancillary Agreements | | | | | 17 | | |
Article III THE SPLIT-OFF | | | | | 17 | | |
Section 3.1 Split-Off | | | | | 17 | | |
Section 3.2 Conditions to Split-Off | | | | | 17 | | |
Article IV CERTAIN COVENANTS | | | | | 18 | | |
Section 4.1 Further Assurances | | | | | 18 | | |
Section 4.2 Removal of Company Assets | | | | | 18 | | |
Section 4.3 Company and SplitCo Marks | | | | | 18 | | |
Section 4.4 Prepaid Expense True-Up | | | | | 18 | | |
Article V INDEMNIFICATION | | | | | 19 | | |
Section 5.1 Release of Pre-Split-Off Claims | | | | | 19 | | |
Section 5.2 Indemnification by Company | | | | | 20 | | |
Section 5.3 Indemnification by SplitCo | | | | | 20 | | |
Section 5.4 Procedures for Indemnification | | | | | 20 | | |
Section 5.5 Indemnification Obligations Net of Insurance Proceeds and Other Amounts | | | | | 22 | | |
Section 5.6 Contribution | | | | | 23 | | |
Section 5.7 Additional Matters; Survival of Indemnities | | | | | 23 | | |
Article VI PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE | | | | | 24 | | |
Section 6.1 Generally | | | | | 24 | | |
Section 6.2 Financial Statements and Accounting | | | | | 25 | | |
Section 6.3 Witness Services | | | | | 25 | | |
Section 6.4 Reimbursement | | | | | 25 | | |
Section 6.5 Retention of Information | | | | | 25 | | |
Section 6.6 Confidentiality | | | | | 26 | | |
Section 6.7 Privilege Matters | | | | | 26 | | |
Section 6.8 Ownership of Information | | | | | 28 | | |
Section 6.9 Other Agreements | | | | | 28 | | |
| | | Page | | |||
Article VII DISPUTE RESOLUTION | | | | | 28 | | |
Section 7.1 Dispute Resolution Procedures | | | | | 28 | | |
Article VIII MISCELLANEOUS | | | | | 28 | | |
Section 8.1 Entire Agreement; Construction | | | | | 28 | | |
Section 8.2 Transaction Agreements | | | | | 29 | | |
Section 8.3 Counterparts | | | | | 29 | | |
Section 8.4 Survival of Agreements | | | | | 29 | | |
Section 8.5 Expenses | | | | | 29 | | |
Section 8.6 Notices | | | | | 29 | | |
Section 8.7 Amendment and Waivers | | | | | 30 | | |
Section 8.8 Termination | | | | | 30 | | |
Section 8.9 Assignment | | | | | 30 | | |
Section 8.10 Successors and Assigns | | | | | 30 | | |
Section 8.11 Payment Terms | | | | | 30 | | |
Section 8.12 Subsidiaries | | | | | 31 | | |
Section 8.13 Third Party Beneficiaries | | | | | 31 | | |
Section 8.14 Exhibit and Schedules | | | | | 31 | | |
Section 8.15 Governing Law | | | | | 31 | | |
Section 8.16 Waiver of Jury Trial | | | | | 31 | | |
Section 8.17 Specific Performance | | | | | 32 | | |
Section 8.18 Severability | | | | | 32 | | |
Section 8.19 Interpretation | | | | | 32 | | |
Section 8.20 No Duplication; No Double Recovery | | | | | 32 | | |
Section 8.21 No Admission of Liability | | | | | 32 | | |
Section 8.22 Headings and Captions | | | | | 32 | | |
Section 8.23 Plan of Reorganization | | | | | 32 | | |
| Schedule 1.1(26) | | | Designated Company Subsidiaries | |
| Schedule 1.1(61) | | | Specified Intercompany Agreements | |
| Schedule 1.1(66)(i) | | | SplitCo Assets | |
| Schedule 1.1(77)(v) | | | SplitCo Liabilities | |
| Schedule 1.1(89)(i) | | | Transferred Leased Real Property | |
| Schedule 1.1(90)(i) | | | Transferred Owned Real Property | |
| Schedule 2.3 | | | Post-Split-Off Liabilities | |
| Schedule 2.4(a) | | | Third Party Consents | |
| Schedule 4.3 | | | SplitCo Marks | |
| Exhibit A | | | Split-Off Restructuring Steps Memo | |
Defined Term | | | Section | |
Action | | | 1.1(1) | |
Additional Insured Members | | | 2.8(a) | |
Affiliate | | | 1.1(2) | |
Agreement | | | Preamble | |
Ancillary Agreement | | | 1.1(3) | |
Appointed Representative | | | 7.1(a) | |
Assets | | | 1.1(4) | |
Assume | | | 2.1(b)(iii) | |
Board | | | Recitals | |
Business Day | | | 1.1(5) | |
Claiming Party | | | 5.4(b) | |
Closing | | | 1.1(6) | |
Code | | | 1.1(7) | |
Company | | | Preamble | |
Company Assets | | | 1.1(8) | |
Company Business | | | 1.1(9) | |
Company Cash and Cash Equivalents | | | 1.1(10) | |
Company Claim | | | 5.3 | |
Company Class A Common Stock | | | 1.1(11) | |
Company Class B Common Stock | | | 1.1(12) | |
Company Common Stock | | | 1.1(13) | |
Company Designees | | | 1.1(14) | |
Company Facilities | | | 1.1(15) | |
Company Group | | | 1.1(16) | |
Company Indemnitees | | | 1.1(17) | |
Company Liabilities | | | 1.1(18) | |
Company Marks | | | 1.1(19) | |
Confidential Information | | | 1.1(20) | |
Confidentiality Agreement | | | 1.1(21) | |
Consents | | | 1.1(22) | |
Contract | | | 1.1(23) | |
control | | | 1.1(24) | |
Conveyance and Assumption Instruments | | | 1.1(25) | |
Designated Company Subsidiaries | | | 1.1(26) | |
Direct Claim | | | 5.4(a)(ii) | |
Disclosure Letters | | | 1.1(27) | |
Encumbrance | | | 1.1(28) | |
Exchange Act | | | 1.1(29) | |
Expenses | | | 8.5 | |
First Merger | | | Recitals | |
Florida | | | Recitals | |
Defined Term | | | Section | |
Gaming Approvals | | | 1.1(30) | |
Governmental Authority | | | 1.1(31) | |
Group | | | 1.1(32) | |
Indebtedness | | | 1.1(33) | |
Indemnifiable Losses | | | 1.1(34) | |
Indemnifying Party | | | 1.1(35) | |
Indemnitee | | | 1.1(36) | |
Indemnity Payment | | | 5.5(a) | |
Insurance Proceeds | | | 1.1(37) | |
Intellectual Property | | | 1.1(38) | |
Intercompany Account | | | 1.1(39) | |
Intercompany Agreement | | | 1.1(40) | |
Internal Split-Off Contribution | | | 1.1(41) | |
Landry’s | | | Recitals | |
Law | | | 1.1(42) | |
Liabilities | | | 1.1(43) | |
LLC Sub | | | Recitals | |
Marks | | | 1.1(44) | |
Mergers | | | Recitals | |
Merger Agreement | | | Recitals | |
Merger Sub | | | Recitals | |
Organizational Documents | | | 1.1(45) | |
Partial Payoff | | | 1.1(46) | |
Party | | | Preamble | |
Permitted Encumbrances | | | 1.1(47) | |
Person | | | 1.1(48) | |
Policies | | | 1.1(49) | |
Pre-Closing Steps | | | 1.1(50) | |
Prime Rate | | | 1.1(51) | |
Privilege | | | 6.7(a) | |
Privileged Information | | | 6.7(a) | |
Registered | | | 1.1(52) | |
Representatives | | | 1.1(53) | |
Retained Company Information | | | 1.1(54) | |
Retained SplitCo Information | | | 1.1(55) | |
SEC | | | 1.1(56) | |
Second Merger | | | Recitals | |
Securities Act | | | 1.1(57) | |
Shared Contract | | | 1.1(58) | |
Shared Information | | | 1.1(59) | |
Shared Policies | | | 2.8(a) | |
Shared Policy Separation Date | | | 2.8(b) | |
Software | | | 1.1(60) | |
Defined Term | | | Section | |
Specified Consent | | | 2.4(a) | |
Specified Intercompany Agreements | | | 1.1(61) | |
Split-Off | | | Recitals | |
Split-Off Agreement Disputes | | | 7.1(b) | |
Split-Off Date | | | 1.1(62) | |
Split-Off Effective Time | | | 1.1(63) | |
Split-Off Internal Reorganization | | | 1.1(64) | |
Split-Off Restructuring Steps Memo | | | 1.1(65) | |
Split-Off Separation | | | Recitals | |
SplitCo | | | Preamble | |
SplitCo Assets | | | 1.1(66) | |
SplitCo Business | | | 1.1(67) | |
SplitCo Cash and Cash Equivalents | | | 1.1(68) | |
SplitCo Claim | | | 5.2 | |
SplitCo Common Stock | | | 1.1(69) | |
SplitCo Contractor | | | 1.1(70) | |
SplitCo Designees | | | 1.1(71) | |
SplitCo Employee | | | 1.1(72) | |
SplitCo Facilities | | | 1.1(73) | |
SplitCo Financial Statements | | | 1.1(74) | |
SplitCo Group | | | 1.1(75) | |
SplitCo Indemnitees | | | 1.1(76) | |
SplitCo Liabilities | | | 1.1(77) | |
SplitCo Marks | | | 1.1(78) | |
Subsidiary | | | 1.1(79) | |
Tax | | | 1.1(80) | |
Tax Benefit | | | 1.1(81) | |
Tax Contest | | | 1.1(82) | |
Tax Matters Agreement | | | 1.1(83) | |
Tax Records | | | 1.1(84) | |
Tax Return | | | 1.1(85) | |
Term Loan Agreement | | | Recitals | |
Third Party | | | 1.1(86) | |
Third Party Claim | | | 5.4(b) | |
Third Party Proceeds | | | 5.5(a) | |
Trade Secrets | | | 1.1(87) | |
Transaction Agreement | | | 1.1(88) | |
Transfer | | | 2.1(b)(i) | |
Transferred Leased Real Property | | | 1.1(89) | |
Transferred Owned Real Property | | | 1.1(90) | |
| | | | FAST ACQUISITION CORP. | |
| | | | By: Name: Sandy Beall Title: Chief Executive Officer | |
| | | | FAST MERGER CORP. | |
| | | | By: Name: Sandy Beall Title: President | |
| | | Page | | |||
Article I – Corporate Offices | | | | | F-4 | | |
1.1 Registered Office | | | | | F-4 | | |
1.2 Other Offices | | | | | F-4 | | |
Article II – Meetings of Stockholders | | | | | F-4 | | |
2.1 Place of Meetings | | | | | F-4 | | |
2.2 Annual Meeting | | | | | F-4 | | |
2.3 Special Meeting | | | | | F-4 | | |
2.4 Advance Notice Procedures for Business Brought before a Meeting | | | | | F-4 | | |
2.5 Advance Notice Procedures for Nominations of Directors | | | | | F-7 | | |
2.6 Notice of Stockholders’ Meetings; Remote Communications | | | | | F-10 | | |
2.7 Manner of Giving Notice; Affidavit of Notice | | | | | F-11 | | |
2.8 Quorum | | | | | F-11 | | |
2.9 Adjourned Meeting; Notice | | | | | F-11 | | |
2.10 Conduct of Business | | | | | F-11 | | |
2.11 Voting | | | | | F-12 | | |
2.12 Record Date for Stockholder Meetings and Other Purposes | | | | | F-12 | | |
2.13 Proxies | | | | | F-12 | | |
2.14 List of Stockholders Entitled to Vote | | | | | F-13 | | |
2.15 Inspectors of Election | | | | | F-13 | | |
Article III – Directors | | | | | F-14 | | |
3.1 Powers | | | | | F-14 | | |
3.2 Number of Directors | | | | | F-14 | | |
3.3 Election, Qualification and Term of Office of Directors | | | | | F-14 | | |
3.4 Resignation and Vacancies | | | | | F-14 | | |
3.5 Place of Meetings; Meetings by Telephone | | | | | F-14 | | |
3.6 Regular Meetings | | | | | F-14 | | |
3.7 Special Meetings; Notice | | | | | F-14 | | |
3.8 Quorum | | | | | F-15 | | |
3.9 Action by Written Consent without a Meeting | | | | | F-15 | | |
3.10 Fees and Compensation of Directors | | | | | F-15 | | |
3.11 Remote Meetings | | | | | F-15 | | |
3.12 Removal of Directors | | | | | F-15 | | |
Article IV – Committees | | | | | F-16 | | |
4.1 Committees of Directors | | | | | F-16 | | |
4.2 Committee Minutes | | | | | F-16 | | |
4.3 Meetings and Actions of Committees | | | | | F-16 | | |
Article V – Officers | | | | | F-17 | | |
5.1 Officers | | | | | F-17 | | |
5.2 Appointment of Officers | | | | | F-17 | | |
5.3 Subordinate Officers | | | | | F-17 | | |
5.4 Removal and Resignation of Officers | | | | | F-17 | | |
| | | Page | | |||
5.5 Vacancies in Offices | | | | | F-17 | | |
5.6 Representation of Shares of Other Corporations | | | | | F-17 | | |
5.7 Authority and Duties of Officers | | | | | F-18 | | |
Article VI – Records | | | | | F-18 | | |
Article VII – General Matters | | | | | F-18 | | |
7.1 Execution of Corporate Contracts and Instruments | | | | | F-18 | | |
7.2 Stock Certificates | | | | | F-18 | | |
7.3 Lost Certificates | | | | | F-18 | | |
7.4 Shares Without Certificates | | | | | F-18 | | |
7.5 Construction; Definitions | | | | | F-19 | | |
7.6 Dividends | | | | | F-19 | | |
7.7 Fiscal Year | | | | | F-19 | | |
7.8 Seal | | | | | F-19 | | |
7.9 Transfer of Stock | | | | | F-19 | | |
7.10 Stock Transfer Agreements | | | | | F-19 | | |
7.11 Registered Stockholders | | | | | F-19 | | |
7.12 Waiver of Notice | | | | | F-20 | | |
7.13 Inconsistent Provisions; Changes in Texas Law. | | | | | F-20 | | |
Article VIII – Amendments | | | | | F-20 | | |
Article IX – Definitions | | | | | F-20 | | |
| | | | FAST ACQUISITION CORP. | |
| | | | By: Name: Title: |
| |||||
| | | | Address for Notices: | |
| | | | 3 Minetta Street New York, New York 10012 | |
| | | | FAST MERGER CORP. | |
| | | | By: Name: Title: | |
| | | | Address for Notices: | |
| | | | 3 Minetta Street New York, New York 10012 | |
| | | | SUBSCRIBER: | |
| | | | Print Name: | |
| | | | By: Name: Title: | |
| | | | Address for Notices: | |
| | | | | |
| | | | | |
| | | | Name in which shares are to be registered: | |
| | | | | |
| Number of Subscribed Shares subscribed for: | | | | ||||
| Price Per Subscribed Share: | | | | $ | 10.00 | | |
| Aggregate Purchase Price: | | | | $ | | |
| | | Page | | |||
Article I. | |||||||
| If to the Company, to: | | |||
| Fertitta Entertainment, Inc. 1510 West Loop South Houston, TX 77027 | | |||
| Attn: | | | Steven Scheinthal | |
| E-mail: | | | SScheinthal@ldry.com | |
| with a copy (not constituting notice) to: | | |||
| Latham & Watkins LLP 885 Third Avenue New York, NY 10022 | | |||
| Attn: | | | Marc Jaffe Ian Schuman Ryan Maierson | |
| E-mail: | | | marc.jaffe@lw.com ian.schuman@lw.com ryan.maierson@lw.com | |
| If to the Sponsor, to: | | |||
| FAST Acquisition Corp. 3 Minetta Street New York, NY 10012 | | |||
| Attn: | | | Sandy Beall and Garrett Schreiber | |
| Email: | | | sandy@Beallinvestmentpartners.com and gs@andvest.co | |
| with a copy to (which shall not constitute notice): | | |||
| Winston & Strawn LLP 200 Park Avenue New York, NY 10166 | | |||
| Attn: | | | Brad Vaiana and Jason Osborn | |
| Email: | | | BVaiana@winston.com and JOsborn@winston.com | |
| FAST ACQUISITION CORP. | | |||
| /s/ Sandy Beall Name: Sandy Beall Title: Chief Executive Officer | | |
| FAST SPONSOR, LLC | | |||
| /s/ William Douglas Jacob Name: William Douglas Jacob Title: Manager | | |
| | | | TILMAN J. FERTITTA | |
| | | | By: /s/ Tilman J. Fertitta | |
| | | | [NEW STOCKHOLDER PARTY] | |
| | | | By: Name: Title: | |
| | | | FERTITTA ENTERTAINMENT, INC. | |
| | | | By: Name: Title: | |
| | | | Sincerely, | |
| | | | FAST SPONSOR, LLC | |
| | | | /s/ William Douglas Jacob Name: William Douglas Jacob Title: Manager | |
| | | | /s/ William Douglas Jacob William Douglas Jacob | |
| | | | /s/ Sandy Beall Sandy Beall | |
| | | | /s/ Kevin Reddy Kevin Reddy | |
| | | | /s/ Garrett Schreiber Garrett Schreiber | |
| | | | /s/ Todd Higgins Todd Higgins | |
| | | | /s/ Kimberly Grant Kimberly Grant | |
| | | | /s/ Ramin Arani Ramin Arani | |
| | | | /s/ Alice Eilliot Alice Eilliot | |
| | | | /s/ Sanjay Chadda Sanjay Chadda | |
| | | | /s/ Steve Kassin Steve Kassin | |
| By: | | | /s/ Sandy Beall Name: Sandy Beall Title: Chief Executive Officer | | | | |
| By: | | | /s/ Tilman J. Fertitta Name: Tilman J. Fertitta Title: Chief Executive Officer | | | | |
Sponsor | | | Founder Shares | | | Private Placement Warrants | | ||||||
FAST Sponsor, LLC | | | | | 5,000,000 | | | | | | 6,000,000 | | |
Total | | | | | 5,000,000 | | | | | | 6,000,000 | | |
| Exhibit | | | Description | |
| | | Agreement and Plan of Merger, dated as of February 1, 2021, by and among FAST Acquisition Corp., Fertitta Entertainment, Inc., FAST Merger Corp., and FAST Merger Sub Inc. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex A). | | |
| | | Amendment No. 1 to Agreement and Plan of Merger, dated as of June 30, 2021, by and among Fertitta Entertainment, Inc., FAST Acquisition Corp., FAST Merger Corp. and FAST Merger Sub Inc. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex B). | | |
| | | | ||
| | | | ||
| 3.3 | | | Form of Amended and Restated Articles of Incorporation of New FEI (included as Annex E to this proxy statement/prospectus). | |
| 3.4 | | | Form of Amended and Restated Bylaws of New FEI (included as Annex F to this proxy statement/ | |
| 4.1** | | | Specimen Class A Common Stock Certificate. | |
| 4.2 | | | Warrant Agreement, dated as of August 20, 2020, between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of FAST Acquisition Corp.’s Current Report on Form 8-K filed on August 26, 2020). | |
| | | | ||
| | | | ||
| 8.1 | | | Opinion of Winston & Strawn LLP regarding certain federal income tax matters. | |
| 10.1 | | | Form of Fertitta Entertainment, Inc. 2021 Incentive Award Plan (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex L). | |
| 10.2 | | | Form of Subscription Agreement, dated as of February 1, 2021, by and among FAST Acquisition Corp., FAST Merger Corp. and the subscribers party thereto (attached to the proxy statement/ | |
| 10.3 | | | Amended and Restated Registration Rights Agreement, dated as of February 1, 2021, by and among FAST Acquisition Corp., FAST Sponsor, LLC, FAST Merger Corp. and the certain equityholders of Fertitta Entertainment, Inc. as set forth on Schedule A thereto (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex I). | |
| 10.4 | | | Stockholders Agreement, dated as of February 1, 2021, by and among FAST Acquisition Corp, FAST Merger Corp., FAST Sponsor, LLC and Tilman J. Fertitta (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex H). | |
| 10.5 | | | Sponsor Agreement, dated as of February 1, 2021, by and among FAST Sponsor, LLC, FAST Acquisition Corp. and Fertitta Entertainment, Inc. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex K). | |
| 10.6 | | | Lockup Agreement, dated as of February 1, 2021, by and among FAST Acquisition Corp., FAST Merger Corp. and Tilman J. Fertitta (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex J). | |
| 10.7** | | | Fertitta Entertainment, Inc. Amended and Restated Deferred Compensation Plan | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | | |
| 23.5 | | | Consent of Winston & Strawn LLP (included in Exhibit 8.1 hereto). | |
|
| Exhibit | | | Description | |
| | | | ||
| 99.1** | | | Form of Preliminary Proxy Card. | |
| 99.2* | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | FAST MERGER CORP. | | |||
| | | | By: | | | /s/ Sandy Beall Sandy Beall Chief Executive Officer | |
| Name | | | Title | | | Date | |
| /s/ Sandy Beall Sandy Beall | | | Chief Executive Officer (Principal Executive Officer) | | | | |
| /s/ Garrett Schreiber Garrett Schreiber | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | |