FAT Brands Inc.

Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the FAT Brands, Inc. Second Quarter 2023 Earnings Conference Call. At this time, all participants have been placed in a listen-only mode. Please note that this conference is being recorded today, August 3, 2023. On the call from FAT Brands are Chairman of the Board, Andy Wiederhorn, and Co-Chief Executive Officer and Chief Financial Officer, Ken Kiewik. This afternoon, the company made its second quarter 2023 financial results publicly available. Please refer to the earnings release and earnings supplement, both of which are available in the investors section of our website at www.fatbrands.com. Each contain additional details about the second quarter, which closed on June 25th, 2023. But before we begin, I must remind everyone that part of the discussion today will include forward-looking statements. These forward-looking statements are not guarantees of future performance and, therefore, undue reliance should not be placed upon them. Actual results may differ materially from those indicated by these forward-looking statements due to a number of risks and uncertainties. The company does not undertake to update these forward-looking statements at a later date. For a more detailed discussion of the risks that could impact future operating results and financial condition, please see today's earnings release and recent SEC filings. During today's call, the company will discuss non-GAAP financial measures which it believes can be useful in evaluating its performance. The presentation of this additional information should not be considered in isolation nor as a substitute for results prepared in accordance with GAAP. Reconciliations to comparable GAAP measures are available in today's earnings release. I would now like to turn the call over to Mr. Andy Biederhorn, Chairman of the Board.

Thank you, Operator, and hello, everyone, and thank you all for joining us on the call today. Let me begin by thanking our teams, our franchisees, and our employees for their hard work as we continue to grow FAPRANCE. Total revenue grew $4 million in the second quarter of 2023 to $106.8 million, compared to $102.8 million in the prior year second quarter. The increase was driven by a 5% increase in royalties, a 4.6% increase in company-owned restaurant revenues, and a 13% increase in revenues from our manufacturing facilities. System-wide sales grew to $572.7 million, a 1.7% increase when compared to the prior year quarter. Turning to profitability, our second quarter adjusted EBITDA was $23.1 million compared to $29.5 million in last year's quarter. Last year's adjusted EBITDA included a $10.1 million benefit related to employee retention credits. Excluding the impact of this benefit, adjusted EBITDA increased $3.7 million, or 19%, from the $19.4 million in Q2 of 2022. During the second quarter, we continued to focus on our organic growth strategy, opening 25 new units, bringing our year-to-date openings to 66 locations. During the third quarter, we plan to open over 35 units, of which 15 have already opened. For the full year, we are projected to open 175 new units, which is a 25% increase in new unit openings from 2022. We have capitalized on high demand for our brands in the market, signing franchise development deals for over 150 new locations so far this year, bringing our pipeline to over 1,100 signed agreements for new units over the next few years. This pipeline of organic growth is estimated to be worth approximately $60 million in incremental adjusted EBITDA, bringing our total adjusted EBITDA to approximately $150 million and naturally delivering our balance sheet. Also, as previously announced, we plan to take Twin Peaks public in 2024. The timing and the size of the transaction will be subject to market conditions and other factors. While we see franchisee interest across our diversified portfolio of restaurant concepts, we remain especially focused on the expansion of the polished casual segment through Twin Peaks. Units continue to produce industry leading average unit volumes of around $6 million, with some of our highest volume locations in Florida generating AUVs between $9 million and $12 million. These restaurants also have very strong margins. Since our acquisition in October of 2021, Twin Peaks footprint has continued to grow in both unit count and geographically, and now operates in 27 states and two countries. During 2023, we plan to open 18 to 20 new lodges with eight lodges opened to date, bringing the unit count to 103 so far. We expect to end the year with approximately 115 lodges, a nearly 40% increase in unit count since that brand's acquisition. Over the next several years, Twin Peaks plans to double its unit count to more than 200 lodges and increase the mix of franchise locations from 70% today to more than 80%. The planned unit growth is expected to increase system-wide sales to approximately $1 billion. Let's shift to our burger brands, where we're also seeing consistent growth. During the second quarter, we opened a fat burger in Greater Tampa, which is the first of four locations that we'll be opening in the area over the next five years. Additionally, we plan to open 10 locations in Orlando within the next seven years, with the first location slated to open by the end of the year. Johnny Rockets has also enjoyed continued growth around the globe, with new locations in Arizona, Chile, Peru, India, and multiple locations in the UAE. The brand also signed a development agreement to open 20 new franchise locations throughout Texas in the coming years. Great American Cookies continues to expand to new territories, most recently making its debut in the state of Alaska. We were also pleased to have hit a key growth milestone for the brand, our 400th location to date. Additionally, we opened our second Pretzel Maker drive-thru location in Cedar Rapids, Iowa. Expanding the drive-thru model continues to be an important objective for the brand, thanks to the strong returns we have generated right out of the gate. Co-branding is another key strategy to drive sales and leverage margins. This spring and summer, we signed several new development deals to open over 30 new co-branded and franchised locations in Iraq. This deal includes 12 co-branded Fatburger and Buffalo's Express locations, 10 co-branded Great American Cookie and Marble Slab Creamery locations, and 10 Hot Dog on a Stick locations. They will open throughout the country outside of the Kurdistan region over the next five years with the first unit set to open in 2024. Currently, Fatburger has four units already operating in the Kurdistan region with a strong following there. In the coming months, we will also unveil the first co-branded Fatburger and Roundtable pizza location in Texas. This is just the beginning of the growth that we anticipate for this first-of-a-kind co-branded concept. Our next area of focus is the growth of our manufacturing facility. As you know, our Georgia-based manufacturing facility produces pretzel mix and cookie dough for several of our brands. We believe our factory business today is in its early stage of growth, operating at only about 40% to 45% of its capacity, up from 33% two years ago. To drive capacity at our plant, we've completed the introduction of cookie offerings at Elevation Burger and have begun to roll out cookies across our other burger brands in our portfolio, namely Johnny Rockets and Fat Burger. The rollout is now complete in the key markets of Las Vegas and Los Angeles, and the nationwide rollout for both brands should be complete by the end of the summer. During the second quarter, our manufacturing facility generated $9.7 million in sales, a 13% increase over last year's quarter. We are in the final stages of rebranding Nestle Tollhouse Cafe by Chips to Great American Cookies. As a reminder, in May of 2022, we acquired the Nestle Tollhouse Cafe by Chip franchise business. To date, we have converted over 50 stores to Great American Cookies and expect to complete the remaining conversions by late 2023. Now, let us turn to Fat Brand's second strategic pillar, growth by acquisition. When evaluating potential acquisition targets, our focus remains on strategic acquisition opportunities of brands with a proven track record of long-term sustainability and profitable operating performance. We are particularly focused on the high-growth sports lodge category and would consider acquiring concepts with locations that can be converted into Twin Peaks. We're also looking at other categories to round out our portfolio, such as salad, sandwich, or coffee brands. And finally, we continue to evaluate acquisitions that will leverage our existing manufacturing capacity and will increase our EBITDA. As a result of our robust growth over the last several years, in June, we strengthened our leadership team with the promotion of Jen Johnston to CMO and added two new brand presidents. Prior to Jen's promotion, she was the president of our quick service division at Fat Brands. Her unique marketing and operations background will allow her to develop impactful campaigns that will increase brand visibility and drive profitable sales across our 17 concepts. We are excited to welcome Jen to the C-suite. As a result of this promotion, Alison Lowenstein now serves as the new brand president of Great American Cookie, Marble Slab Creamery, and Pretzel Maker. Alison brings over a decade of experience working with the respective brands, having previously served as executive vice president of brand operations and marketing at Global Franchise Group. Prior to joining Global Franchise Group, Allison spent 13 years at Dunkin' and Baskin-Robbins in various leadership positions. Given Allison's track record with Great American Cookies, Marble Slab, and Pretzel Maker, we expect her to provide great value to the brands that she is leading. David Pair was also hired to assume the role of brand president at Roundtable Pizza. David brings to the company strong strategic insights from his diverse restaurant backgrounds He most recently served as vice president of strategic initiatives at Desert de Oro Foods, a multi-unit franchise organization with 360 restaurants, including Taco Bell, KFC, Pizza Hut, Whataburger, Dickie's Barbecue Pit, and Dave's Hot Chicken. Prior to that, David served as senior vice president of operations at Del Taco. He brings experience from his time at Yum! Brands, Taco Bell, and Domino's Pizza, where he led operational transformation through a combination of key initiatives, focused on culture, continuous improvement of operational elements, and the elevation of the guest experience. Looking at our balance sheet, in July, we sold an aggregate principal amount of $105.8 million of new securitized notes with a 10% coupon rate of which 6% is paid current and 4% is paid on the maturity date. We have a healthy liquidity position consisting of both cash and $156.1 million of marketable securities in addition to the cash. These securities consist of bonds that were issued but not yet sold and bonds that we have repurchased, all of which are available for sale or resale to third-party investors. Before we close, I would like to share an update on the Fat Browns Foundation and a new initiative that just kicked off. First, I would like to congratulate the Fat Browns Foundation Board for successfully launching the foundation making an immediate impact only a few months in. To date, over 25 grants have been awarded to a wide range of nonprofit organizations in areas including food insecurity, mental health, education, and more. What makes it even more rewarding is that the grants hit close to home, all near FAPRAN's locations. I'm also pleased to update you on FAPRAN's commitment to DEI. Mark Avery was recently appointed to Senior Vice President DEI in addition to his existing supply chain and global partnerships role. Under Mark's leadership and in partnership with Multicultural Food Service and Hospitality Alliance, MFHA, we have launched an IDEA Council, IDEA, standing for Inclusion, Diversity, Equity, and Accessibility. The council consists of 15 individuals, including support from our partner at PepsiCo. We look forward to sharing more updates on the work of the council in the coming months. Finally, I wanted to share that last month, Marble Slab Creamery celebrated its 40th anniversary and was also named as a top dessert treat chain by the USA Today. We're proud of the team for continuing the legacy of this brand and striving for outstanding achievements. In summary, the opportunities ahead for Fab Brands are considerable and we're well positioned for growth. Fab Brands is built on providing an authentic, superior dining experience. We have a seasoned senior leadership team coupled with a strong and dynamic brand management platform capable of seamlessly and cost-effectively integrating new brands. Our healthy and growing development pipeline will fuel growth for many years to come and will naturally de-lever our balance sheet. We look forward to updating you on our progress on future calls. We sincerely appreciate you joining us today and for your interest in FAP Brands. And with that, I would like to hand it over to Ken Kuick to talk about our financial highlights from the quarter.

Thanks, Andy. Total revenue during the second quarter increased 3.9% to $106.8 million, driven by a 5% increase in royalties, a 4.6% increase in company-owned restaurant revenues, and a 13% increase in revenues from our manufacturing facility. Cost and expenses remained largely unchanged in the second quarter, decreasing 1.4% from the year-ago quarter. During the second quarter of 2022, we recognized $10.1 million of employee retention tax credits, which was primarily reflected as a reduction to cost of restaurant and factory revenues. During the fourth quarter of 2022, we fully reserved the entire $22 million of employee retention tax credits that we claimed during the year until such time that it has been determined that we have quote-unquote reasonable assurance that the credits will be realized. During the second quarter of 2023, we reached that determination on a portion of the credits representing cash received from the IRS and reversed $12.7 million of this reserve. For the second quarter, all of this resulted in cost of restaurant revenues being $10.1 million lower than normal in the second quarter of 2022, and general and administrative expense being $12.7 million lower than normal in the second quarter of 2023. And it's important to note that the reversal of the reserve in the second quarter of 2023 is reflected as a reduction of adjusted EBITDA. Included in cost and expenses, general and administrative expense decreased to $9.9 million in the second quarter from $20.8 million in the prior year period. excluding the reversal of the 12.7 million dollar reserve i just referenced general and administrative expense was 22.6 million dollars in the second quarter of 2023 an increase of 8.6 over the prior year quarter and this increase was primarily due to higher professional fees related to certain litigation matters costs of restaurant and factory revenues increased to 59.5 million dollars in the second quarter of 2023 compared to $49.8 million in the prior year quarter, driven by the $10.1 million of employee retention tax credits recognized in the second quarter of last year. Depreciation and amortization expense increased to $7.1 million in the second quarter from $6.7 million in the year-ago quarter, primarily due to depreciation of new company and restaurant property and equipment. Advertising expense was flat at $11.6 million in both the second quarter of this year and prior year. And advertising expenses vary in relation to advertising revenue. Other expense for the quarter was $24.2 million compared to $21.6 million in the year-ago quarter and was primarily comprised of interest expense on our securitizations. Net loss for the quarter was $7.1 million, or 53 cents per diluted share, compared to a net loss of $8.2 million, or 60 cents per diluted share in the prior year quarter. And on an as-adjusted basis, our net income was $3 million, or 8 cents per diluted share, compared to a net loss of $3.1 million, or 29 cents per diluted share in the prior year quarter.

And with that, Carolyn, please open the line for questions.

Ladies and gentlemen, we will now begin the question and answer session.

If you have a question, please press the start key followed by the one key on your touch-tone phone now. If at any time you would like to remove yourself from the questioning queue, please press start then two.

Please hold while we collect questions. The first question comes from Joe Gomez with Noble Capital. Please go ahead.

Good afternoon. Congrats on the quarter. Thank you, Joe. Thanks, Joe.

So the first question I wanted to ask, in terms of the openings during the quarter, you did 25. At the first quarter call, you had said you were projecting 45. So just wanted to see what happened there. You know, you've kept the full year guide at that 175. We're just wondering what happened in the quarter that came in at 25 as opposed to the projected 45.

We thought we'd end the quarter around 80 units, and we just had some slip into July and August. We'll be at over 100 by the end of this month. So just a very mild slippage. And the other thing about the quarter is that the quarter ended on June 25th, And so there's another week in June that some of the openings slipped into that last week of June, and that's why it's having a difference. We don't see it changing the full year.

Okay. And I'm just going to ask, I think last year there was some supply chain issues with getting equipment and everything. Did that have any role in some of the slippage?

It's always... an issue. It's not a huge issue anymore like it was before, but it is an issue. It's also just completing, you know, just getting the managers hired and trained. We've seen that's the area that, you know, where you're feeling the most pressure is at the manager level today. It's not the line level worker, which thank goodness there's plenty of again at a price.

Okay.

Pardon me. One of the other goals, as you mentioned, is getting the utilization of the factory up, and you've done a commendable job with that. One of the things, last year you hired someone specifically to start going after third parties as opposed to in-house. Just wondering if you'd give us a little color as to how that effort is progressing.

You bet. We're just rounding the one-year anniversary of that strategic initiative, and There's two elements to it. One is rolling out the cookies and pretzel program across as many of our brands as we can. And that's going to see an uptick in utilization over the coming rest of the year. Plus, we also have this 1,100 store pipeline now, and many of those new restaurants will be selling cookies and pretzels as well as whatever else they're selling. So that's going to chew up a bunch of capacity as those restaurants open. In terms of third-party contracting, we've entered into several RFPs. We're in negotiations with several different groups about producing cookie dough or pretzel mix for them. And it's really just trying to carefully balance our margin on that production. We have a very high margin producing for our own brands with the quality of the ingredient and the wholesale pricing that we can offer our franchisees. There's a very, very healthy margin in the 30% range or more. for cookie dough and pretzel mix. And some of the third-party manufacturing has, you know, some of those contracts have like a 10% margin. So we don't want to use up capacity for low-profit business when we can save it for more of our own business or, you know, a richer, better third-party contract. So we're just trying to be thoughtful about which contracts we enter into. There are plenty of them out there.

Okay, thanks for that. You mentioned the recent debt raise. Maybe give us a little color on your thoughts on the uses of some of that cash that has been raised. You haven't mentioned anything about the preferreds that were up for redemption. I think there's roughly $90 million of that left. Any thought on maybe paying off those preferreds or do you have other intentions for the cash that was raised?

Right. So we did raise a fair amount of additional cash just to have a ton of liquidity going into the second half of the year and being well positioned for anything that comes along. In addition to that, we now have $156 million of marketable securities of bonds that we can trade with. And it's certainly our intention to sell some of those bonds over the balance of the year. We are in discussions with some of the preferred shareholders and these are private equity firms that we bought brands from. This is not the same holders that are like publicly traded preferred shareholders where we have a different obligation to the private equity firms to ultimately buy back some of that preferred at some point in time. And We are in negotiations with them. We'll see if we get something done. Alternatively, we'll sell the bonds, raise some cash, and buy back that preferred that we're obligated to redeem in the long run. There's a lot of different options for liquidity for us. And so we're trying to just as quickly as possible reduce that preferred dividend expense. And the cost of capital from the bond position is far less than from the preferred.

So we're eager to retire that if we can.

Okay, and then notice going through the release, you know, litigation costs have increased substantially. I think, you know, they're roughly running $7 million a quarter in the first two quarters of this year, which is kind of double what they were in 2022. Any expectations that those should start to come down? Have we seen the peak? Do we think they're going to go higher? Just your best guess, Andy.

Yeah, they are coming down. There was a lot of activity in Q1 and some of that got billed in Q2 from responding to some of the litigation and motions and meetings and things like that. We're certainly hoping that this goes away during the balance of the year. Very hard to tell if it spills into next year. We are pursuing claims against our insurance carriers for reimbursement of that litigation expense. and we hope to ultimately prevail on that and recover a significant amount of that.

Okay, great. Thanks for that. I'll get back in queue. Let someone else ask a couple questions. Thank you, Joe.

The next question comes with Alton Stump with Loop Capital.

Please go ahead.

Great. Thanks, Sandy, and Kev, for taking my questions. Just wanted to ask you, You know, I guess first off, you know, you mentioned obviously, you know, the opportunity to convert, you know, potentially convert, you know, assets that you would purchase into Twin Peaks models. You know, just given the current landscape, there's obviously been a lot of, you know, of course, smaller players that have had to close their doors last 12, 18 months coming out of the pandemic. You know, any kind of ballpark number as to, you know, what percentage-ish of your future builds do you think, you know, for Twin Peaks in particular could come from conversions as opposed to, having to build your own restaurants?

Yeah, I think it could be, to answer you very directly, it could be somewhere between a third and 50% in the next few years. It's something that we're very, very focused on because it will accelerate the opening of those new stores by a year and a half or so, meaning that it takes almost two and a half years to find a location, build it, get it open, permitting and things like that. Maybe permitting improves, but we haven't seen it improve lately. Supply chain is much better, but If we're able to convert some of these second-generation restaurants, and we've done a bunch of conversions in the past quite successfully, a whole bunch of them in the Twin Peaks portfolio, then we think it'll dramatically accelerate the opening. And so I would see if that 110 or 15-store pipeline that Twin Peaks has today out of that 1,100 total pipeline, I would see probably a third to 50% of that to be conversions over the next two or three years and more. We have our eye on a number of those opportunities, and we hope to announce those in the near future.

Great. Thanks so much for that, Collar. Very, very helpful. You know, and I want to ask, you know, just, you know, kind of going back to Twin Peaks, obviously came out in early June, you know, with the plans, you know, for it to go public. You know, I presume that the bulk of those, you know, potential proceeds would be used to pay down debt. Is that your main, you know, is that your main goal once this, if it does go through at some point in 2024? Yeah.

Yeah, there would be a substantial pay down of debt on the fat brand side, and then there would be money used to develop additional stores for Twin Peaks on the corporate side, still maintaining a very heavy balance of franchise to company-owned stores.

Got it. Great. And then, you know, there's the last thing, and I'll hop back in the queue if anybody else has questions, but just, you know, kind of the overall competitive landscape, you know, obviously you guys have 17 brands, so Sure, seeing a lot of different things in different markets. But, you know, given that we're coming off, you know, industry high pricing over the last 18 months for good reason, had to be taken because of, you know, it was four-year high inflation. But now that we're, you know, starting to get, it feels like, into a bit more moderate, you know, input cost, inflationary environment, you know, how do you think your, you know, process will respond to that from a competitive standpoint?

Well, it's really an interesting question because it's very different brand by brand and a little spotty even within categories. So we are seeing commodity costs come down a little bit, not tons, but definitely a little bit, which is helping with restaurant level margins. And we're not really feeling the pressure to continue to take price at this point like we have done before. We are trying to manage the menu mix to utilize the best margin we can. realize the best margin we can, you know, if at all possible in terms of what we specialize in selling on an LTO basis or things like that. But it is different month by month and quarter by quarter across the category. So fast casual, we've seen some lumpiness where sales have rallied, sales have been soft, sales have rallied. Same thing on the polished side. Now, something to note, you know, during the summer for the sports bars, there's not a ton of sports on like there is once football gets going and then basketball is going again and so on. So we're really in those dog days of summer for just another couple weeks, more UFC fights, things like that. But we'll get that behind us very quickly here, and football should just be rocking. And that also helps the casual dining category because those restaurants are 25% alcohol, and people are going into the casual dining restaurants to watch sports just like they're going into Twin Peaks. And so we're very excited about getting back into the swing of that whole thing.

Got it. Great. Thanks so much. I appreciate your time. Thank you.

Thank you all. The next question comes with Roger Lipton with Lipton Financial.

Please go ahead. Yes. Good afternoon. Just a couple of follow-up questions on Joe and the gentleman from Loop. What was the cash prior to raising the $105 million? What was this cash on the balance sheet as of the end of the quarter? Do we have that number handy? Okay.

I do, Joe. Hey, it's Ken. It's $31 million in unrestricted cash at the end of the quarter, approximately, prior to the raise.

Right. Plus there's also the new cash raise, but also receivables for additional ERC credits. So those are U.S. government receivables.

Oh, okay. And where in the financials do we see the $156 million? of marketable security.

Yeah, Joe and Ken again, you won't see it on the balance sheet, so it was issued by us and owned by us. So from a consolidated financial statement perspective, you will not see it.

It also was issued after the quarter end. That's correct. It was issued in July, so you won't see it on the balance sheet of this quarter, but you will see a footnote and reference it as a subsequent event.

I see. It won't show up in the cash or in the payable. It'll just be netted out at zero. It'll be shown as a footnote. Got it. Relative to Twin Peaks, which is of great interest to everybody, has the size of the stores changed at all as the system builds out? The volumes are much higher. Are the stores getting any larger or not? What is the I know the cost of building a store must vary a great deal depending on whether it's freshly built or a renovation. But what's the ballpark if you wanted to build a new Twin Peaks in a mall, for instance?

So the size of the stores have gotten bigger wherever we can. As we talk about average unit volumes of $6 million a store, and then we talk about like Florida where we're seeing $9 to $12 million a store, they're just outstanding. Now, part of that's the weather. and accessibility to outdoor dining. We have patios. And wherever we can build a second bar in one of the Twin Peaks restaurants, we're getting the opportunity to do that. That just means we have more throughput. And on large sporting event days or nights, we can handle more guests. So we want to build larger restaurants. In the fast casual business, you want to build smaller restaurants. In the polished casual business, you want to build bigger restaurants because if you can manage the throughput, you really take advantage of that, and especially having a second bar.

And, and, and typically what am I, if I'm a twin piece franchisee, what am I thinking about investing as a, where I acknowledging that it can vary a great deal, but what's it going to cost you $5 million to build a store?

So if you're, if you're able to buy the real estate, you might pay $2 million for the real estate and five or five and a half million dollars to build the building on the real estate. So seven and a half million dollars. You could then do, if you want, a sale leaseback of some kind and get out maybe $5 million, and then you could even finance your equipment and take out another million. So really, you might have a million and a half in it at the end of the day if you want to finance your project, and you're going to make, knock on wood, you might make a million dollars a year, depending on your margins. So it's a very, very good cash-on-cash return, but that all depends on all of the variables we just discussed. All right. It also depends on the wages in the state you're operating in, right? Texas or Florida versus California is a big difference.

Well, there's a lineup for franchisees, and they're voting with their feet in terms of the expected returns. So I understand it could vary a great deal in terms of how the stores are financed, but – It wouldn't be coming to these stores if the returns weren't outstanding.

I think it's amazing, Roger, that we've grown this brand 40% already in two years, and it's poised to grow by another 100%. We will have grown it by the end of the year from 83 original stores to 115 units, and there's another 115 already sold. So this brand is going to double again, and why it's a great IPO story.

Right. We'll look forward to that. Thanks very much. Thank you.

Thank you. This concludes today's question and answer session.

I would like to invite Mr. Peter Horn to proceed with his closing statements. Please go ahead, sir.

I want to thank all of you for your interest in FAPBrands and attending our conference call. Thank you, operator. We can cancel the rest of this call now.

Thank you. That does conclude the FAPBrands audio conference for today. Thank you very much for your participation. You may now disconnect. Have a good day.