FAT Brands Inc.

Good afternoon ladies and gentlemen. Thank you for standing by. Welcome to the FAT Brands Inc. 4th quarter 2024 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 February 27 2025. On the call from FAT Brands are Chairman of the Board Andy Weiderhorn and Co-Chief Executive Officer and Chief Financial Officer Ken Quik. This afternoon the company made its third quarter 2024 financial results publicly available. Please refer to the earnings release and earnings supplement both of which are available in the investor section of the company's website at .fatbrands.com. Each contains additional details about the third quarter. 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 number of risks and uncertainties. The company does not undertake to update these forward-looking statements at later date. For a more detailed discussion of the risk that could impact future operating results and financial conditions please see today's earnings release and recent SEC filing. During today's call the company will also 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. Reconciliation to comparable GAAP measures are available in today's earnings release. I would now like to turn the call over to Andy Weedahorn, chairman of the board. Please go ahead.

Thank you operator and thank you all for joining us today. As a Los Angeles based company our thoughts are first and foremost with those affected by the devastating fires. Before I begin today I want to thank our team members, franchisees and employees. Their dedication to our business, to each other and to our communities during this time exemplifies the true spirit of FAPRANCE. We kicked off 2025 with a major milestone, the spin-out of Twin Hospitality Group Inc. which operates our Twin Peaks and Smokey Bones restaurants. In January we distributed 5% of Twin Hospitality's Class A common stock to shareholders while retaining the remaining shares. This amounts to approximately a $50 million dividend paid to our FAPRANCE shareholders of Twin Hospitality shares. Twin Hospitality now trades separately on the NASDAQ under the ticker TWNP. The public listing of Twin Hospitality creates an opportunity for shareholders to directly participate in the growth and success of the Twin Peaks brand. This strategic move enhances transparency and enables the market to better appreciate the distinct value of Twin Peaks. Furthermore it provides Twin Peaks additional currency to sustain and accelerate its robust growth. If you reference the original $12 per share IPO price of FAPRANCE in 2017 and adjust the price for all the ordinary and special dividends paid to FAPRANCE shareholders, the current basis in FAPRANCE stock is $2.74. In other words, FAT has paid more than $9 in cumulative dividends. The current trading price of FAT reflects an approximately $2.50 per share adjustment for the dividend of the TWNP shares to establish the listing of Twin Hospitality Group. Following this call we invite you to listen to the Twin Hospitality inaugural call at 515 Eastern Time led by CEO Joe Hummel and CFO Ken Kuik. The details are contained within their earnings release also issued this afternoon. As noted in our public filings for Twin Hospitality Group regarding our bond refinancing that took place in Q4 of last year, we are committed to raising equity at Twin Hospitality and reducing debt in 2025 by $75 million or more, including a minimum of $25 million by late April. We believe we are on track to fulfill that commitment. As part of that same debt reduction obligation, we agreed not to pay a FAT common dividend until that $25 million is paid. So we expect to complete that over the next 60 days and declare and pay the Q1 dividend as usual at that time. A key driver for FAPRANCE in 2025 is unlocking the tremendous amount of value created at Twin Hospitality. With TWNP operating as a separate independent public company and while market prices may fluctuate at the time of the spin-off listing, FAT's shares in TWNP were valued at more than $900 million. This is in addition to shedding over $400 million of Twin Hospitality's debt to the spin-off entity from FAT. FAT will continue to consolidate the Twin Hospitality financials for the foreseeable future because of our ownership and control percentages. Nonetheless, we will break out this information so that you can see the clear unlocking of value at FAT. So another way to summarize the balance sheet -spin-off is that FAT now owns the remaining 16 brands and their cash flow, plus all of its fully diluted 85% of the TWNP stock and has net debt of approximately $850 million plus approximately $150 million in preferred stock. On another note, we are also looking to refinance our remaining three securitization silos as the market permits, perhaps most or all of those in the second half of 2025. Now, turning to our fourth quarter results, which Ken will dive into in more detail, there were 13 weeks in the fourth quarter of 2024 and 14 weeks in the fourth quarter of 2023. Total revenue decreased .4% to $145.3 million compared to $158.6 million in the prior year quarter as a result of the incremental operating week in the prior year quarter. Our system-wide sales were $580.2 million for the quarter, representing a .4% decrease from the last year's quarter, again, due to the incremental operating week last year. To put this in perspective, that one less week equals about $45 to $50 million of sales and $2.5 to $3 million of royalties and another $3 to $5 million of adjusted store level EBITDA. So there's quite a lot of noise in our numbers because of that one week by one week adjustment and also as we convert the smoky bone stores and or close a few of the underperforming units that won't make the conversion list. We hope that this noise can be eliminated in 2025. So it will be a very clear line of sight for both TWNP and FAT going forward in 2026. We ended 2024 with total revenue increasing .4% to $592.7 million and system-wide sales increasing .1% to $2.4 billion. As a reminder, we are focused on three core strategic initiatives that drive our success. First, generating organic growth across our existing brand portfolios, 1,000 plus new unit pipeline. Second, evaluating strategic acquisitions that could complement and strengthen our portfolio. And third, expanding manufacturing capabilities at our Georgia facility, particularly in cookie dough and dry mix production. Turning first to our organic growth initiatives, throughout 2024, we opened 92 new restaurants. This year, we plan to open over 100 new locations having already opened 17 units year to date. We anticipate strong organic growth across our portfolio in 2025, in particular, with Great American Cookies and Marble Sub Creamery, Fat Burger and Buffalo's Express, Round Table Pizza and Fazoles. This growth trajectory is further supported by our robust Twin Peaks new store development pipeline. Our current development pipeline consists of signed agreements for approximately 1,000 additional locations, which includes over 250 units that were signed in 2024. Once these units are open, we expect them to generate approximately $50 million in incremental annual adjusted EBITDA, which will naturally strengthen our balance sheet and reduce our leverage. This robust development pipeline demonstrates both strong consumer demand for our brands and the significant growth opportunities provided to our franchisee base. Co-branding also continues to be a key driver of our growth strategy, as seen by the success of multiple brand pairings across our portfolio. Great American Cookies and Marble Sub Creamery has been a standout example, growing to over 160 co-branded locations since 2014, including 15 locations opening in 2024 and approximately 15 projected for this year. Co-branded locations typically generate 10 to 20 percent higher incremental sales compared to single brand units. These compelling unit economics continue to attract franchisees and drive expansion. Building on our co-branding success, we're looking to further lean into the strategy in 2025. To kick off the year, we opened a tri-branded model of Great American Cookies, Marble Sub Creamery, and Pretzel Maker in the Dallas area. Similarly, we are set to open several more Fat Burger, Buffalo's Express, and Hot Dog on a Stick locations in addition to Fat Burger and Round Table Pizzas this year. The international appeal of our brands is especially evident with Johnny Rockets, where international locations now represent over 55 percent of the brand's global footprint. In 2024 alone, we opened 11 new international locations across multiple markets, two in Chile, two in Bali, Indonesia, four in Mexico, two in Brazil, and a Ghost Kitchen in the United Arab Emirates. Our presence continues to grow in key international markets with over 40 locations now operating in Brazil and nearly 25 in Mexico, demonstrating the strength of our international expansion strategy. Additionally, we continue to see significant opportunities in nontraditional venues. A prime example is the recent opening of Hurricane Grilling Wings at the Six Flags Great Escape Lodge in Lake George, New York, our first theme park location for the brand. Johnny Rockets also continued to grow across nontraditional venues, opening at the Soaring Eagle Casino and Resort in Mount Pleasant, Michigan. We believe these nontraditional venues represent a significant growth avenue, allowing us to reach new customers while leveraging existing infrastructure and foot traffic. I'd like to also address our renewed focus on synergies and cost reductions. We are continuing to reduce costs as we separate out Twin Hospitality Group from the rest of the brands at FAT, taking essentially half of our 200 corporate stores and spinning them off with twin hospitality, meaning the corporate stores at Twin Peaks and the Smokey Bones locations. We plan to refranchise additionally our 57 company-owned Fasoli's locations, leaving us with approximately 33 Hot Dog and a Stick locations out of our 2,300 total locations, or 2,125 if you exclude Twin Peaks and Smokey Bones. This will bring us back to being almost 100% franchised. If you look at our supplement filed on January 13th, and it's in our investor section on our website, you will see on pages 11 and 12 third-party valuation of all of our brands, less our debt, and given various assumptions, and this supplement gives a good roadmap to value creation and our strategy to unlock the same, which is clearly our focus today. Now, turning to our growth by acquisitions strategy. Our recent transactions have been highly strategic, creating multiple avenues for value creation. A prime example is our acquisition of Nestle Toll House Cafe by Chip about three years ago. This transaction was particularly compelling as it allowed us to convert these units to Great American Cookies locations, effectively growing our cookie footprint while simultaneously increasing production volume at our manufacturing facility. Similarly, we bought Smokey Bones in late 2023 to help fuel Twin Peaks growth, which will allow us to convert about 30 of the Smokey Bones locations into Twin Peaks. This dual benefit illustrates our approach to acquisitions. We look for opportunities that not only expand our restaurant portfolio, but also drive incremental value through our manufacturing capabilities, essentially getting two bites at the apple. Looking ahead, our acquisition strategy remains focused on opportunities that are synergistic with our existing portfolio. We're especially interested in concepts that could leverage our manufacturing capabilities, such as additional cookie concepts that would utilize our cookie dough or pretzel mix operation. However, we maintain strict discipline in our approach, and we're not interested in turnaround situations of which we have seen many lately. Turning to our manufacturing operations, we currently generate approximately $38 million in annual sales from our franchisees through our Georgia facility with a profit of about $15 million, representing a 40% margin. This is a win-win situation as our franchisees buy cookie dough and pretzel mix at a below market price from us, and we benefit from this high margin revenue stream. Our manufacturing facility presents significant growth potential, currently operating at only 40% capacity. We have substantial room for expansion. The facility spans four acres, and we are only utilizing about half an acre. We can also increase production capacity through modest equipment upgrades within the existing facility when needed. Our near-term goal is to increase utilization to 60 to 70%, which would significantly enhance the facility's value. Ultimately, this asset could provide an opportunity to reduce our leverage through a potential sale, but for now, we're focused on optimizing its operations and capturing the available growth opportunity. Before concluding, I'd like to share an update on the FAT Brands Foundation. Since the FAT Brands Foundation commenced its giving in 2023, the organization continues to further cement itself as an emerging nonprofit leader. In one year, the foundation increased its giving by 36%, providing approximately $325,000 in grants. The foundation also provided 27 more grants to deserving nonprofits across the U.S., an increase of 59% from 2023 for a total of 70 grants in 2024 across 17 states plus Washington, D.C. Our commitment to community support also extends to crisis response as demonstrated during the recent L.A. wildfires. Through FAT Burger's food truck, the FATmobile, we provided 10,000 meals to first responders sites and shelters, while Roundtable Pizza offered free personal cheese pizzas to first responders at over 50 Los Angeles area locations, and Hot Dog on a Stick handed out free lemonade at a fundraising event at the Santa Monica Pier. These initiatives particularly resonated in Los Angeles where many of our brands have their roots. The combination of immediate crisis response capabilities and long-term community development through our foundation's work demonstrates our ongoing commitment to making meaningful contributions to the communities we serve. The strong support from both FAT Brands corporate and our franchisees shows how deeply embedded community engagement is in our company culture. In conclusion, 2025 is off to an exciting start with a successful launch of Twin Hospitality Group as a standalone public company. As we look ahead, our primary focus for 2025 is deleveraging our balance sheet while continuing to execute on our robust pipeline of organic growth opportunities. The energy momentum I see across our organization makes me incredibly optimistic about FAT Brands' future, and I look forward to updating you on our progress in the coming quarters. And with that, I'd like to hand the call over to Ken Kueck to discuss our financial highlights from the fourth quarter. Ken.

Thank you, Andy. Before I discuss our quarterly results, I'd like to briefly recap, and Andy covered it a bit, our recent spin-off of Twin Hospitality. On January 30th, we distributed 5% of our ownership in Twin Hospitality Group Inc's Classic Common Stock to our shareholders, while the remaining shares continue to be held by FAT Brands. Twin Hospitality Group began trading on the NASDAQ at the time of the spin-off, and we're excited as we begin this next chapter. Separately, during the fourth quarter, we refinanced our Twin Peaks debt to a new series of 30-year fixed-rate notes. This refinancing strengthens our financial structure and enabled us to complete the public listing of Twin Hospitality. As Andy mentioned, we are committed to raising equity at Twin Hospitality and reducing debt by $75 million in 2025, and believe we are on track to fulfill that commitment. Moving on to our fourth quarter results, I'll start by noting that 2024 was a 52-week fiscal year, and 2023 was a 53-week fiscal year. The fourth quarter of 2024 was a 13-week quarter, and the fourth quarter of 2023 was a 14-week quarter. So there's one more week of operations in last year's results, and the extra week falls in the fourth quarter. Moving on to our quarterly results, total revenues were $145.3 million in the quarter, an .4% decrease from $158.6 million in last year's quarter. This was driven by the incremental operating week in the prior quarter, which contributed $11.3 million in revenue, lower same-store sales, and the closure of Smokey Bones locations for conversion into Twin Peaks lodges, particularly are partially offset by revenue generated by our new Twin Peaks lodges. Turning to costs and expenses, general and administrative expense increased to $34.5 million in the quarter from $30.3 million in the year-ago quarter, primarily due to $5 million in Smokey Bones store closure costs partially offset by the incremental operating week in the prior quarter. Cost of restaurant and factory revenues decreased to $97.2 million compared to $105.1 million, primarily due to lower company-owned restaurant sales. During the fourth quarter of 2024, we recognized $30.6 million of non-cash goodwill and other intangible asset impairment, primarily resulting from the decline in restaurant performance during the quarter. Advertising expense varies in relation to advertising revenues and decreased to $11.8 million from $13.8 million in the year-ago period. Additionally, we slowed down advertising at Smokey Bones as we continue our strategy of converting locations into Twin Peaks lodges. Total other expense net, which consisted primarily of interest expense, was $36.4 million in the quarter compared to $31.9 million in last year's quarter. Additionally, in the fourth quarter of 2024, we recognized a $2.2 million non-cash loss on extinguishment of debt related to the refinancing of our Twin Peaks securitized debt. Net loss was $67.4 million, or $4.06 per diluted share, compared to a net loss of $26.2 million, or $1.68 per share, in the prior year quarter. And on an as-adjusted basis, our net loss was $29.9 million, or $1.87 per diluted share, compared to $17.3 million, or $1.15 per diluted share in the prior year quarter. And lastly, adjusted EBITDA for the quarter was $14.4 million, compared to $27 million in the year-ago quarter, with the extra operating week in the fourth quarter of 2023 contributing $1.9 million to adjusted EBITDA. And with that, operator,

please open the line for questions.

Thank you. We will now be conducting a question and answer

session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your questions from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. The first question comes from the line of Roger Lipton with Lipton Financial Services. Please go ahead.

Yeah. Hi Andy. Hi Ken. Several questions. The smoky bones impairment loss from stores closed, you mentioned, presumably there was an operating EBITDA loss in the quarter also that affected the results. Is that a fair assumption?

It is, Roger. It's a fair assumption. The operating loss from those restaurants really was felt throughout the year.

Right. Can you quantify that at all?

It was about $2.6

million for the year, full year.

Okay. And I noted that the litigation costs dropped quite sharply in half actually year to year. Granted that it's hard to talk about the expectations of litigation. But Andy, can you venture any thought at all in terms of how that's going or might go or how the cash costs out of pocket will take place here going forward?

Well, as you know, no company really wants to talk about continuing litigation with having any clear line of sight. But we're hopeful that the bulk of this litigation gets resolved during this year and we eliminate further legal expense. We also are hopeful that we'll reach a settlement with some of our insurance carriers that will enable us to recover some of those legal fees that we've spent this year. And I think we're very optimistic about that coming to play in probably Q2. So look forward to reporting on that as soon as we have news to break.

Okay.

And

I think everybody has to be concerned, you guys, most of all about liquidity and maintaining strong liquidity. So can you bring us up to date on how that stands in terms of cash on hand and available cash to deal with the -to-month operational needs?

Sure. All of our numbers are reported publicly so you can look at our financial statements for cash on hand. But with respect to liquidity, we maintain and available for sale portfolio of bonds. We have approximately $150 million in available for sale securities that sit on our balance sheet that from time to time as we need liquidity, we sell them into the market to generate cash. We also have an ATM on file that allows us to issue preferred stock, common stock, whatever we need to, for liquidity purposes. And as noted already on this call, we anticipate raising equity at the Twin Peaks level in the coming weeks in an effort to reduce some of our Twin Peaks corporate debt. And that will also generate liquidity for Twin Peaks and some repayment of inter-company obligations between Twin Peaks and FAT. So all of those things are happening. The markets seem to be open and moving again, which is great. We don't really see any foreseeable issues.

All right. That's helpful. And in terms of the potential within the portfolio, aside from the potential at Twin Peaks, which is obviously on everybody's mind and is taking place and will progress forward, but what portion of your remaining 16 brands could be used the same way? I mean, what are you thinking about in terms of, you mentioned Johnny Rockets with international growth. I don't know whether that's any sort of a state that could be used in a similar fashion.

You should not think about, I would not think about FAT brands as an activity in splitting up the company brand by brand. That's not a goal that we've stated. We felt that the Twin Peaks business is very different than many of the other franchise concepts that we operate and that percentages, et cetera. So we've spun it off now and of course, we're sitting on some 50 million shares of Twin Peaks stocks. So we look forward to realizing value from that brand, which in and of itself would go a long way to either reducing or eliminating all of our debt. We've talked before about our manufacturing operation, and I just talked about it on this call as an opportunity to essentially take a non-core asset. And once we've used up more capacity or utilization of the factory, then we might look for a liquidity event. Now that could be an outright sale. It could be a spinoff. Again, one of those things. I don't see us spinning off additional restaurant brands today. Never say never, but I don't really think that's likely. In fact, I think we'll probably acquire more brands. But I think the next couple of things to look at are our investment in Peaks and our manufacturing business as logical next steps.

Okay. Well, thanks very much.

Thank you, Rekha. My pleasure.

Thank you. Next question comes from the line of Joe Gomes with Noble Capital Markets. Please go ahead.

Hey, good afternoon, everybody. It's Josh Dillenberg-O. Great. So I just wanted to start off with, I just looked at the earnings, and you guys had 92 openings for the year, which is great. But you guys expected a little bit of 100 plus. Can you add any color as to maybe why? Would this just push to the right from the franchisees themselves into 25?

Yeah, there's definitely a little slippage into 25 from 24 of maybe 20% of the stores. Some of that has to do with franchisee financing. A little bit of construction delays, but mostly just franchisees dragging the feet a little bit or claiming that lenders from a construction financing standpoint are just a little bit slower to react, a little choosier. So it's a slight delay, but the pipeline is very solid. One way to measure the health of a franchise system is when your franchisees are continuing to come back and buy the rights to build more stores. And like I mentioned, we sold like 250 incremental stores last year, keeping that pipeline full and keeping our development schedule full. So we're optimistic that we'll get more than 100 open this year. We'll know better as we get into the coming couple of quarters exactly what number that's going to be.

Okay, that's helpful.

And obviously, we kind of report that consumer confidence is down. Has any of the brands been hit harder than others with respect to consumer spending? And really on that flip side, which concepts have you guys seen that really have been outperformers?

Yeah, I mean, we definitely saw the QSR sector get hit at the Fasolis level, where it's a very price-sensitive brand and you had frequency during 2024 trade down as customers were trading down from their spending patterns from Fast Casual to QSR and so on. And so we probably saw high single digit, same store declines in that category. But things have also started to turn around. We're pretty optimistic about 2025 sales. And we've seen some categories definitely be in the black. We've seen, for example, Round Table Pizza with positive same store sales and we've seen Cookies and Ice Cream come back handsomely. So I think it's a little bit of a mixed bag. But also there's been crazy weather in the first six weeks of the year that really has affected everyone. So I think generally we're optimistic. We may not be forecasting huge positive same store sales increases across all brands, but there's definitely segments where we're seeing positive pushes.

Okay, that's great. And

the last one for me is, obviously you touched on this in your guys' remarks, but with the election really behind us now, can you expand more really in the M&A pipeline? Have new opportunities come to you that really just haven't prior to the election?

Well, I don't think it's so much about the election. We see a lot of stuff. We see deals every single week. There's just a lot of turnarounds and they just haven't been strategic for us where we're getting checking two or three boxes at the same time. Cost of capital is still high relative to 2021. And we'd rather refinance, delever, things like that right now rather than add to our leverage. So we committed to unlocking value and reducing leverage. We're focused on that. There are definitely some targets that make strategic sense for us to acquire that would complement the existing portfolio. We are pursuing those. Timing is everything, so we'll just have to see how that comes together and how the markets react. I think we'd all like to see lower interest rates and a looser financing market, but until such time, we're going to focus on delevering. We've got this huge pipeline of organic growth, which is free. So to get that $50 million of incremental EBITDA by just opening those 1,000 stores, that doesn't cost us anything. We don't have to borrow anything. And so that's a big focus for us is get those stores open. If we wanted to buy $50 million of EBITDA, then we're going to have to go write a big check and that's going to have to come from somewhere. So that doesn't really help our delevering strategy. Now that may all change as Twin Peaks grows, as we get diluted in our ownership and create some liquidity there and pay down some debt. That could all change, but I don't think that that's a big 2025 initiative other than maybe one or two targets that are very interesting strategically for us and we are continuing to focus on them.

Okay, that's helpful. Thanks for taking

my question. Thank

you. Thank you. Next question comes from the line of Roger Lipton, Lipton Financial Services. Please go ahead.

Yeah, hi again. Relative to putting to work or disposing of the Smokey Bones locations, what kind of timetable do you think is realistic?

The majority of them will get through in 2026, 2025, 2026. We should be fairly far along. There may be some stragglers, but the majority of it over the next 24 months we will have made a decision on and move forward. The numbers have been very encouraging. There are some complicated leases where there are multiple properties under master leases. We are trying to negotiate all of the leases at once because that's what the landlord wants, maybe more so than what we want. It's taking a little longer on some of those more complicated master leases. Otherwise, we have a solid line of sight and we have franchisees who are stepping up to convert locations in their markets and we are converting the corporate ones as well.

Right. You are still thinking that something like 30 of the 58 locations will be suitable for conversions?

Yeah, 30 is a good number. There were 61 when we started. We have converted a couple. We have closed one. So 30 is a safe number, give or take, that we get done. There is always a chance it's more. Usually, if we haven't converted a location and we don't plan to, because there is already a Twin Peaks nearby, so they are too close to each other, or there is some landlord restriction that may have to do with the sale of alcohol or things like that, that some landlords where there might be a Smokey Bones have some master lease with a target as an example where they may have a 25% alcohol restriction. We know that Twin Peaks is in the high 40s percentage of alcohol, so it doesn't qualify. Those are the kind of reasons as to why.

Okay, thank you. Thank you, Roger.

Thank

you. As there are

no further questions, ladies and gentlemen, we have reached the end of question and answer session. I would now like to turn the floor over to Andy Videhorn for closing comments.

Thank you, operator. I would like to thank all of you for participating in our earnings call today and happy to take any follow-up on a one-off basis. Thank you again.

Thank you.

This concludes our today's steady conference. You may disconnect your lines at this time.

Thank you for your participation.