UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K previously filed by Fat Brands, Inc. (the “Company”) on July 26, 2021. This Current Report on Form 8-K/A includes the financial statements that had been omitted from the previously filed Current Report on Form 8-K as permitted by Item 9.01(a) and (b) of Form 8-K.
On July 22, 2021, FAT Brands Inc. (the “Company”) acquired GFG Holding Inc. (“GFG”) from LS Global Franchise L.P. GFG and its subsidiaries, franchise and operate a portfolio of five quick service restaurant concepts – Round Table Pizza, Great American Cookies, Hot Dog on a Stick, Marble Slab Creamery and Pretzelmaker. GFG also owns and operates a manufacturing and production facility which supplies franchisees with cookie dough, pretzel dry mix and other ancillary products.
The Company is filing this Current Report on Form 8-K/A to provide certain financial statements of GFG and unaudited pro forma financial information of GFG and the Company required by Item 9.01 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
The audited consolidated financial statements of GFG and its subsidiaries as of and for the fiscal years ended December 31, 2020 and 2019, including the notes to such consolidated financial statements and the report of BDO LLP, are filed with this Current Report on Form 8-K/A as Exhibit 99.1 and are incorporated by reference herein.
The unaudited interim consolidated condensed financial statements of GFG and its subsidiaries as of and for the six months ended June 30, 2021 and 2020, including the notes to such consolidated financial statements, are filed with this Current Report on Form 8-K/A as Exhibit 99.2 and are incorporated by reference herein.
| (b) | Pro forma Financial Information |
The unaudited pro forma combined financial information included with this Current Report on Form 8-K/A as Exhibit 99.3 give effect to the acquisition of GFG and its subsidiaries and the related debt and equity financings (collectively, the “Transactions”), including the pro forma adjustments intended to illustrate the estimated effects of the Transactions.
The unaudited pro forma condensed combined statements of operations for the fiscal year ended December 27, 2020 combine the historical consolidated statements of operations for the fiscal year ended December 27, 2020 of the Company and the pre-acquisition historical consolidated statements of operations of GFG for the year ended December 31, 2020, giving effect to the Transactions as if they had occurred on December 30, 2019, the beginning of the period presented.
The unaudited pro forma condensed combined statements of operations for the twenty-six weeks ended June 27, 2021 combine the historical consolidated statements of operations for the twenty-six weeks ended June 27, 2021 of the Company and the pre-acquisition historical consolidated statements of operations of GFG for the six months ended June 30, 2021, giving effect to the Transactions as if they had occurred on December 30, 2019.
The unaudited pro forma combined balance sheet as of June 27, 2021 combines the historical consolidated balance sheet of the Company as of June 27, 2021 and the historical consolidated pre-acquisition balance sheet of GFG as of June 30, 2021, giving effect to the Transactions as if they had occurred on June 27, 2021.
The unaudited pro forma combined financial statements are based on various adjustments and assumptions and are not necessarily indicative of what the Company’s consolidated statements of operations or consolidated balance sheet would have been had the Transactions been completed as of the dates indicated or will be for any future periods. The unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the Company following the completion of the Transactions.
(d) Exhibits
The following exhibits are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 5, 2021
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||