Introductory Note
As previously announced, on June 24, 2021, BBQ Holdings, Inc. (the “Company”) entered in to a Membership Interest Purchase Agreement (the “MIPA”) with VIBSQ Holdco, LLC, a Delaware limited liability company (the “Seller”) and Bakers Square Holdings, LLC, a Delaware limited liability company (“BSQ Holdings”), Village Inn Holdings, LLC, a Delaware limited liability company (“VI Holdings”), SVCC I, LLC, an Arizona limited liability company (“SVCC” and collectively with BSQ Holdings and VI Holdings, the “Target Companies”), and for certain limited purposes as described in the MIPA, RG Group Holdco, LLC, a Delaware limited liability company (the “Parent”), pursuant to which the Company agreed, subject to specified terms and conditions, to purchase from the Seller all of the issued and outstanding membership interests (the “Interests”) in each of the Target Companies (such purchase of Interests as contemplated by the MIPA, the “Transaction”). The Transaction closed on July 30, 2021. As a result of the Transaction, each of the Target Companies became a wholly-owned subsidiary of the Company, and each of the subsidiaries of the Target Companies, which subsidiaries own or franchise Village Inn Restaurants and Bakers Square Restaurants, became wholly-owned indirect subsidiaries of the Company. The cash purchase price for the Interests was approximately $13.5 million, subject to adjustment pursuant to the terms of the MIPA.
On August 4, 2021 the Company filed a Current Report on Form 8-K (the “Initial Form 8-K”) with the Securities and Exchange Commission (the “SEC”) disclosing that it had consummated the Transaction and that the financial statements required by Item 9.01(a) and the pro forma financial information required by the Item 9.01(b) of the Current Report on Form 8-K would be filed by amendment. This Amendment No. 1 to Current Report on Form 8-K (this “Amended Form 8-K”) amended the Initial Form 8-K to provide the required financial statements and pro forma financial information.
This Amended Form 8-K should be read in conjunction with the Initial Form 8-K and the Company’s other filings with the SEC. Except as stated herein, this Amended Form 8-K does not reflect events occurring after the filing of the Initial 8-K with the SEC on August 4, 2021 and no attempt has been made in this Amended Form 8-K to modify or update other disclosures as presented in the Initial Form 8-K.
Item 9.01.Financial Statements and Exhibits.
(a)Financial statements of business acquired.
The audited Special Purpose Consolidated Statements of Revenues and Direct Expenses of VI Holdings and BSQ Holdings for the years ended December 27, 2020 and December 29, 2019, and the notes related thereto (the “Audited Revenue and Expense Statements”), and the unaudited Special Purpose Consolidated Statements of Revenues and Direct Expenses of VI Holdings and BSQ Holdings for the two quarters ended June 13, 2021 and June 14, 2020, and the notes related thereto (the ”Interim Revenue and Expense Statements”) are filed as Exhibit 99.1. The Audited Revenue and Expense Statements and the Interim Revenue and Expense Statements are incorporated herein by reference.
The audited Special Purpose Statement of Assets Acquired and Liabilities Assumed of VI Holdings and BSQ Holdings as of December 27, 2020, and the notes related thereto (the “Audited Asset and Liability Statement”), is filed as Exhibit 99.2. The Audited Asset and Liability Statement is incorporated herein by reference.
(b)Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of the Company, VI Holdings and BSQ Holdings as of July 4, 2021 and the unaudited pro forma condensed combined statement of operations of the Company, VI Holdings and BSQ Holdings for the fiscal years ended January 3, 2021 and December 29, 2019 and the two quarters ended July 4, 2021 are filed as Exhibit 99.3 and are incorporated herein by reference.
