Mergers and Acquisitions | MERGERS AND ACQUISITIONS Acquisition of Fazoli's On December 15, 2021, the Company completed the acquisition of Fazoli's for a total cash purchase price of $137.1 million. Founded in 1988 in Lexington, KY, Fazoli’s owns and operates nearly 220 restaurants in 27 states, making it the largest premium QSR Italian chain in America. Fazoli’s prides itself on serving premium quality Italian food, fast, fresh and friendly. Menu offerings include freshly prepared pasta entrees, Submarinos ® sandwiches, salads, pizza and desserts – along with its unlimited signature breadsticks. The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of GFG was estimated at $137.1 million. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. The Company recorded revenues of $3.2 million and net income of $0.1 million relating to Fazoli's operations from the date of acquisition through December 26, 2021. Acquisition of Native Grill & Wings On December 15, 2021, the Company completed the acquisition of Native Grill & Wings (“Native”) for a total cash purchase price of $20.1 million. Based in Chandler, Arizona, Native Grill & Wings is a family-friendly, polished sports grill with 23 franchised locations throughout Arizona, Illinois, and Texas. Native serves over 20 award-winning wing flavors that guests can order by the individual wing, as well as an extensive menu of pizza, burgers, sandwiches, salads and more. The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of GFG was estimated at $20.1 million. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. The Company recorded revenues of $0.3 million and net income of $0.2 million relating to Native's operations from the date of acquisition through December 26, 2021. Acquisition of Twin Peaks On October 01, 2021, the Company completed the acquisition of Twin Peaks Buyer, LLC (“Twin Peaks”) from Twin Peaks Holdings, LLC (the “Seller”). Twin Peaks is the franchisor and operator of a chain of sports lodge themed restaurants. The purchase price totaled $310.3 million (before reduction for cash acquired in the acquisition), comprised of $232.5 million in cash, a note payable in the amount of $10.3 million and 2,847,393 shares of the Company’s Series B Cumulative Preferred Stock (the "Preferred Stock Consideration") valued at $67.5 million. The Seller has agreed to a lock-up period with respect to the Preferred Stock Consideration, during which time the Seller may not offer, sell or transfer any interest in such shares. The lock-up provisions restrict sales until March 31, 2022 for 1,793,858 shares (the “Initial Put/Call Shares”) and September 30, 2022 for the remaining 1,053,535 shares (the “Secondary Put/Call Shares”), subject to certain exceptions set forth in the Put/Call Agreement (as defined below). On October 01, 2021, the Company and the Seller entered into a Put/Call Agreement (the “Put/Call Agreement”) pursuant to which the Company was granted the right to call from the Seller, and the Seller was granted the right to put to the Company, the Initial Put/Call Shares at any time until March 31, 2022 for a cash payment of $42.5 million, and the Secondary Put/Call Shares at any time until September 30, 2022 for a cash payment of $25.0 million, plus any accrued but unpaid dividends on such shares. If the Company does not deliver the applicable cash proceeds to the Seller when due if the Seller exercises its put rights, the amounts then due will accrue interest at the rate of 10.0% per annum until payment is completed. On October 7, 2021, the Company received a put notice on the Initial Put/Call Shares and the Secondary Put/Call Shares. Founded in 2005 in the Dallas suburb of Lewisville, Twin Peaks, a sports lodge concept now has 87 locations in 26 states. The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of Twin Peaks was estimated at $310.3 million. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. The Company recorded revenues of $35.3 million and net income of $2.0 million relating to Twin Peak's operations from the date of acquisition through December 26, 2021. Acquisition of GFG Holdings Inc. On July 22, 2021, the Company completed the acquisition of LS GFG Holdings Inc. (“GFG”) for a total purchase price of $444.9 million, paid by the Company in the form of $355.1 million in cash, 3,089,245 shares of the Company’s Series B Cumulative Preferred Stock, valued at $67.3 million, and 1,964,865 shares of the Company’s Common Stock, valued at $22.5 million . (the “GFG Acquisition”). Additionally, on July 22, 2021, the Company entered into a put/call agreement with the GFG Sellers, pursuant to which the Company may purchase, or the GFG Sellers may require the Company to purchase 3,089,245 shares of Series B Cumulative Preferred Stock for $67.5 million plus any accrued but unpaid dividends on or before April 22, 2022. (See Note 14) GFG is a franchisor of five restaurant brands. GFG’s brands (Great American Cookies, Marble Slab Creamery, Pretzelmaker, Hot Dog on a Stick and Round Table Pizza) are in the quick service restaurant (QSR) industry. The franchise network, across all of the Company’s brands, consists of approximately 1,430 retail stores in 12 countries. GFG also operates a dough manufacturing facility which supplies dough to certain of the GFG brands. The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of GFG was estimated at $444.9 million. This preliminary assessment of fair value of the net assets and liabilities as well as the final purchase price were estimated at closing and are subject to change. The Company recorded revenues of $46.6 million and net income of $9.4 million relating to GFG's operations from the date of acquisition through December 26, 2021. Merger with Fog Cutter Capital Group Inc. On December 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FCCG, Fog Cutter Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Fog Cutter Holdings, LLC, a Delaware limited liability company (“Holdings”). Pursuant to the Merger Agreement, FCCG agreed to merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon closing of the Merger on December 24, 2020, the former stockholders of FCCG became direct stockholders of the Company holding, in the aggregate, 9,679,288 shares of the Company’s common stock (the same number of shares of common stock held by FCCG immediately prior to the Merger) and received certain limited registration rights with respect to the shares received in the Merger. As a result of the Merger, FCCG and certain of its wholly owned subsidiaries, Homestyle Dining, LLC, Fog Cap Development LLC, Fog Cap Acceptance Inc. and BC Canyon LLC, became indirect wholly owned subsidiaries of the Company (the “Merged Entities”). Under the Merger Agreement, Holdings has agreed to indemnify the Company for breaches of FCCG’s representations and warranties, covenants and certain other matters specified in the Merger Agreement, subject to certain exceptions and qualifications. Holdings has also agreed to hold a minimum fair market value of shares of Common Stock of the Company to ensure that it has assets available to satisfy such indemnification obligations if necessary. In connection with the Merger, the Company declared a special stock dividend (the “Special Dividend”) payable on the record date to holders of our Common Stock, other than FCCG, consisting of 0.2319998077 shares of the Company’s 8.25% Series B Cumulative Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”) for each outstanding share of Common Stock held by such stockholders, with the value of any fractional shares of Series B Preferred Stock being paid in cash. FCCG did not receive any portion of the Special Dividend, which had a record date of December 21, 2020 and payment date of December 23, 2020. The Special Dividend was expressly conditioned upon the satisfaction or valid waiver of the conditions to closing of the Merger set forth in the Merger Agreement. The Special Dividend was intended to reflect consideration for the potential financial impact of the Merger on the common stockholders other than FCCG, including the assumption of certain debts and obligations of FCCG by the Company by virtue of the Merger. The Company undertook the Merger primarily to simplify its corporate structure and eliminate limitations that restrict the Company’s ability to issue additional Common Stock for acquisitions and capital raising. FCCG holds a substantial amount of net operating loss carryforwards (“NOLs”), which could only be made available to the Company as long as FCCG owned at least 80% of FAT Brands. With the Merger, the NOLs will be held directly by the Company, which will then have greater flexibility in managing its capital structure. In addition, after the Merger the Company will no longer be required to compensate FCCG for utilizing its NOLs under the Tax Sharing Agreement previously in effect between the Company and FCCG. The Merger is treated under ASC 805-50-30-6, which provides that when there is a transfer of assets or exchange of shares between entities under common control, the receiving entity shall recognize those assets and liabilities at their net carrying amounts at the date of transfer. As such, on the date of the Merger, all of the transferred assets and assumed liabilities of the Merged Entities were recorded on the Company’s books at the Merged Entities’ book value. The consolidation of the operations of the Merged Entities with the Company is presented on a prospective basis from the date of transfer. Acquisition of Johnny Rockets On September 21, 2020, the Company completed the acquisition of Johnny Rockets Holding Co., a Delaware corporation (“Johnny Rockets”) for a cash purchase price of approximately $24.7 million. The transaction was funded with proceeds from an increase in the Company’s securitization facility (See Note 12). The assessment of the fair value of the net assets and liabilities acquired by the Company through the acquisition of Johnny Rockets was $24.7 million. The allocation of the consideration to the valuation of net tangible and intangible assets acquired in the transactions described above is presented in the following table (in thousands). The allocations relating to Fazoli's, Native Grill & Wings, Twin Peaks and GFG are preliminary and subject to change: Fazoli's Native Grill & Wings Twin Peaks GFG FCCG Johnny Rockets Cash $ 9,621 $ 200 $ 14,882 $ 8,737 $ — $ 812 Accounts receivable 3,295 311 1,604 7,268 — 1,452 Assets held for sale — — — — — 10,765 Prepaids and other current assets 1,817 97 2,822 3,818 33 — Notes receivable — — 1,500 — — — Other intangible assets, net 83,300 14,900 165,375 348,250 — 26,900 Goodwill 52,939 5,022 105,115 122,864 — — Right of use assets 43,062 209 43,748 6,514 — — Property, plant and equipment 21,996 61 46,847 8,380 — — Deferred tax asset, net — — 221 — 20,402 4,297 Other assets 304 — 543 1,181 100 438 Accounts payable (5,770) (5) (5,159) (2,427) (926) (1,113) Accrued expenses (7,430) (224) (6,418) (10,060) (6,973) (3,740) Accrued advertising — (89) (3,503) (3,207) — — Deferred income (1,522) (179) (3,618) (3,224) — (4,988) Litigation reserve — — — — (3,980) — Due to affiliates — — — — (43,653) — Debt — — — — (12,486) — Operating lease liability (48,760) (209) (44,678) (8,744) — (10,028) Deferred tax liability, net (15,227) — — (34,061) — — Other liabilities (537) — (9,000) (362) — (65) Total net identifiable assets $ 137,086 $ 20,094 $ 310,281 $ 444,927 $ (47,483) $ 24,730 Proforma Information The table below presents the combined proforma revenue and net loss of the Company and Fazoli's, Twin Peaks, GFG, FCCG and Johnny Rockets (the "Material Acquired Entities"), for years ended December 26, 2021 and December 27, 2020, assuming the acquisition of the Material Acquired Entities had occurred on December 30, 2019 (the beginning of the Company’s 2020 fiscal year), pursuant to ASC 805-10-50 (in thousands). Actual consolidated results are presented in the proforma information for any period in which a Material Acquired Entity was actually a consolidated subsidiary of the Company. This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of the Material Acquired Entities occurred on this date nor does it purport to predict the results of operations for future periods. Year Ended December 26, 2021 Year Ended December 27, 2020 Revenue $ 366,749 $ 314,845 Net loss $ (22,133) $ (75,915) The proforma information reflects the combination of the Company’s results as disclosed in the accompanying condensed consolidated statements of operations for the year ended December 26, 2021 and December 27, 2020, together with the unaudited results of each of the Acquired Entities for the same periods, with the following adjustments: For the acquisition of Fazoli's, Twin Peaks and GFG: ● Amortization of intangible assets has been adjusted to reflect the preliminary fair value at the assumed acquisition date. ● The proforma interest expense has been adjusted to exclude actual interest expense incurred prior to the acquisition. All interest-bearing liabilities were paid off at closing. ● The proforma interest expense has been adjusted to include proforma interest expense that would have been incurred relating to the acquisition financing obtained by the Company. ● Income tax effect is based on an assumed statutory income tax rate of 26%. For the merger with FCCG: ● FCCG historically made loan advances to Andrew A. Wiederhorn, its CEO and significant stockholder (the “Stockholder Loan”). Prior to the Merger, the Stockholder Loan was cancelled, and the balance recorded as a loss by FCCG on forgiveness of loan to stockholder. Had the Merger been completed as of the assumed proforma date of December 30, 2019 (the beginning of the Company’s 2020 fiscal year), the Stockholder Loan would have been cancelled prior to that date and there would have been no further advances made. As a result, the proforma information above eliminates the loss by FCCG on forgiveness of loan to stockholder and the related interest income recorded by FCCG in its historical financial statements. For the acquisition of Johnny Rockets: ● The unaudited proforma revenue and net (loss) income present franchise fee revenue and advertising revenue in accordance with ASC 606 in a manner consistent with the Company’s application thereof. As a non-public company, Johnny Rockets had not yet been required to adopt ASC 606. ● Overhead allocations from the former parent company have been adjusted to the estimated amount the Company would have allocated. ● Former parent company management fees have been eliminated from the proforma. ● Amortization of intangible assets has been adjusted to reflect the preliminary fair value at the assumed acquisition date. ● Depreciation on assets treated as held for sale by the Company has been eliminated. ● The proforma adjustments include advertising expenses in accordance with ASC 606. ● The proforma interest expense has been adjusted to exclude actual Johnny Rockets interest expense incurred prior to the acquisition. All interest-bearing liabilities were paid off at closing. ● The proforma interest expense has been adjusted to include proforma interest expense that would have been incurred relating to the acquisition financing obtained by the Company. ● Non-recurring gains and losses have been eliminated from the proforma statements. |