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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2025
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware001-3825082-1302696
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA
(Address of Principal Executive Offices)
90212
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (310) 319-1850
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareFATThe Nasdaq Stock Market LLC
Class B Common Stock, par value $0.0001 per shareFATBBThe Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock, par value $0.0001 per shareFATBPThe Nasdaq Stock Market LLC
Warrants to purchase Class A Common StockFATBWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02 Results of Operations and Financial Condition.
On February 27, 2025, FAT Brands Inc. (the “Company”) issued a press release announcing its financial results for the thirteen-week and fifty-two week periods ended December 29, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The Company also hosted a conference call on February 27, 2025 in which the financial results were discussed. A replay is available until Thursday, March 20, 2025 and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 13751410.
The webcast is available at www.fatbrands.com under the “Investors” section.
Item 7.01 Regulation FD Disclosure.
On February 27, 2025, the Company provided supplemental financial information to be used in its earnings presentation for the thirteen-week and fifty-two week periods ended December 29, 2024 on its website at https://ir.fatbrands.com/events-and-presentations/default.aspx. A copy of the earning supplement is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 and 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
    



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 hereunto duly authorized.
FAT Brands Inc.
Date: February 27, 2025/s/ Kenneth J. Kuick
Kenneth J. Kuick
Co-Chief Executive Officer and Chief Financial Officer

Exhibit 99.1
image_0.jpg
FAT BRANDS INC. REPORTS FISCAL FOURTH QUARTER AND FULL FISCAL YEAR 2024 FINANCIAL RESULTS
Conference call and webcast today at 4:30 p.m. ET
LOS ANGELES (February 27, 2025) – FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”) today reported fiscal fourth quarter and full fiscal year 2024 financial results for the fiscal year ended December 29, 2024.
Andy Wiederhorn, Chairman of FAT Brands, said, “During 2024, we successfully expanded our footprint by opening 92 restaurants and signed over 250 new franchise agreements which increased our development pipeline to 1,000 locations. For 2025, we expect to add more than 100 additional restaurants across our portfolio. Our ability to grow demonstrates both strong consumer demand for our brands and the significant opportunities provided to our franchisee base.”

Ken Kuick, Co-Chief Executive Officer of FAT Brands, said, “We kicked off 2025 with a major milestone, the spin-out of Twin Hospitality Group Inc., creating a separate publicly traded company. This public listing creates an opportunity for stockholders to directly participate in the growth and success of the Twin Peaks brand while providing the Company valuable capital resources to maintain and accelerate its growth trajectory. A key strategic priority for us this year is maximizing the value creation at Twin Hospitality on behalf of our stockholders.”

Rob Rosen, Co-Chief Executive Officer of FAT Brands, said, “Looking ahead, we are focused on synergies and cost reductions. By removing Twin Peaks and Smokey Bones from our portfolio, we have eliminated half of our company owned locations. We now plan to refranchise our 57 company-owned Fazoli’s locations, which will leave us with only 33 Hot Dog on a Stick company-owned locations. This will return us to being nearly 100% franchised.”

Highlights for Fiscal Fourth Quarter 2024 (13 weeks) versus Fiscal Fourth Quarter 2023 (14 weeks)
Total revenue decreased 8.4% to $145.3 million compared to $158.6 million (the 14th week contributed $11.3 million in revenue during the prior year fiscal quarter)
System-wide sales declined 7.4% (the 14th week contributed $44.8 million in system-wide sales during the prior year fiscal quarter)
System-wide same-store sales declined 1.6%
30 new store openings during the fiscal fourth quarter of 2024
Loss from operations of $39.3 million compared to $3.1 million
Net loss of $67.4 million, or $4.06 per diluted share, compared to $26.2 million, or $1.68 per diluted share
Adjusted EBITDA(1) of $14.4 million compared to $27.0 million (the 14th week contributed $1.9 million in adjusted EBITDA during the prior year fiscal quarter)
Adjusted net loss(1) of $29.9 million, or $1.87 per diluted share, compared to $17.3 million, or $1.15 per diluted share


Highlights for Full Fiscal Year 2024 (52 weeks) versus Full Fiscal Year 2023 (53 weeks)
Total revenue increased 23.4% to $592.7 million compared to $480.5 million (the 53rd week contributed $11.3 million in revenue during the prior year fiscal year)
System-wide sales growth of 3.1%
System-wide same-store sales declined of 2.5%
92 new store openings during fiscal 2024
Loss from operations of $52.2 million compared to income from operations of $22.3 million
Net loss of $189.8 million, or $11.60 per diluted share, compared to $90.1 million, or $5.85 per diluted share
Adjusted EBITDA(1) of $62.4 million compared to $91.2 million (the 53rd week contributed $1.9 million in adjusted EBITDA during the previous fiscal year)
Adjusted net loss(1) of $128.9 million, or $8.02 per diluted share, compared to $56.5 million, or $3.83 per diluted share
(1)EBITDA, adjusted EBITDA and adjusted net loss are non-GAAP measures defined below, under “Non-GAAP Measures”. Reconciliation of GAAP net loss to EBITDA, adjusted EBITDA and adjusted net loss are included in the accompanying financial tables.

Summary of Fourth Quarter 2024 Financial Results
Total revenue decreased $13.3 million, or 8.4%, in the fiscal fourth quarter of 2024, to $145.3 million compared to $158.6 million in the same fiscal period of 2023, driven by an incremental operating week in the prior year fiscal quarter, which contributed $11.3 million in revenue, lower same-store sales and lower revenues due to the closure of two Smokey Bones locations during their conversion to Twin Peaks lodges, partially offset by revenues generated by the opening of new restaurants.
General and administrative expense increased $4.2 million, or 13.9%, in the fiscal fourth quarter of 2024 compared to the same fiscal period in the prior fiscal year, primarily due to $5.0 million in Smokey Bones store closure costs, partially offset by the incremental operating week in the prior year fiscal quarter.
Cost of restaurant and factory revenues is related to the operations of the company-owned restaurant locations and our dough factory and decreased approximately $8.0 million, or 7.6%, in the fiscal fourth quarter of 2024 to $97.2 million, compared to the prior year quarter, primarily due to lower company-owned restaurant sales.
Advertising expenses decreased $2.0 million in the fiscal fourth quarter of 2024 compared to the prior fiscal year period due to the slowdown in advertising at Smokey Bones. These expenses vary in relation to advertising revenues.
Total other expense, net for the fiscal fourth quarters of 2024 and 2023 was $36.4 million and $31.9 million, respectively, primarily comprised of net interest expense of $34.7 million and $33.3 million, respectively. Additionally, in the fourth of 2024, we recognized a $2.2 million loss on extinguishment of debt and in the fourth quarter of 2023, we recorded a $0.3 million gain on extinguishment of debt.
Key Financial Definitions
New store openings - The number of new store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of stores openings has, and will continue to have, an impact on our results.
Same-store sales growth - Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year.


System-wide sales growth - System wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period.
Conference Call and Webcast
FAT Brands will host a conference call and webcast to discuss its fiscal fourth quarter 2024 financial results today at 4:30 PM ET. Hosting the conference call and webcast will be Andy Wiederhorn, Chairman of the Board, and Ken Kuick, Co-Chief Executive Officer and Chief Financial Officer.
The conference call can be accessed live over the phone by dialing 1-844-704-4453 from the U.S. or 1-201-389-0920 internationally. A replay will be available after the call until Thursday, March 20, 2025, and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 13751410. The webcast will be available at www.fatbrands.com under the “Investors” section and will be archived on the site shortly after the call has concluded.
About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 18 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Smokey Bones, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses and franchises and owns approximately 2,300 units worldwide. For more information, please visit www.fatbrands.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and operating results of the Company, estimates of future EBITDA, the timing and performance of new store openings, future reductions in cost of capital and leverage ratio, our ability to conduct future accretive acquisitions and our pipeline of new store locations. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.
Non-GAAP Measures (Unaudited)
This press release includes the non-GAAP financial measures of EBITDA, adjusted EBITDA and adjusted net loss.
EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. We use the term EBITDA, as opposed to (loss) income from operations, as it is widely used by analysts, investors, and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net loss as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP.
Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations.


Adjusted net loss is a supplemental measure of financial performance that is not required by or presented in accordance with GAAP. Adjusted net loss is defined as net loss plus the impact of adjustments and the tax effects of such adjustments. Adjusted net loss is presented because we believe it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net loss as presented may not be comparable to other similarly titled measures of other companies, and our presentation of adjusted net loss should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non-GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results.
Reconciliations of net loss presented in accordance with GAAP to EBITDA, adjusted EBITDA and adjusted net loss are set forth in the tables below.
Investor Relations:
ICR
Michelle Michalski
ir-fatbrands@icrinc.com
646-277-1224
Media Relations:
Erin Mandzik
emandzik@fatbrands.com
860-212-6509


FAT Brands Inc. Consolidated Statements of Operations

Fiscal Quarter EndedFiscal Year Ended
Thirteen Weeks EndedFourteen Weeks EndedFifty-Two Weeks EndedFifty-Three Weeks Ended
(In thousands, except share and per share data)December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Revenue
Royalties$22,416 $24,869 $90,035 $94,036 
Restaurant sales100,893 111,072 413,480 299,029 
Advertising fees9,903 10,510 39,473 39,490 
Factory revenues9,351 9,810 37,949 37,983 
Franchise fees1,317 937 6,487 4,979 
Other revenue1,400 1,438 5,228 4,940 
Total revenue145,280 158,636 592,652 480,457 
Costs and expenses
General and administrative expense34,521 30,298 128,564 93,117 
Cost of restaurant and factory revenues97,176 105,130 393,131 282,887 
Depreciation and amortization10,352 9,914 41,528 31,131 
Impairment of goodwill and other intangible assets30,600 500 30,600 500 
Refranchising loss109 2,127 1,949 2,873 
Advertising fees11,825 13,811 49,100 47,619 
Total costs and expenses184,583 161,779 644,872 458,127 
(Loss) income from operations(39,303)(3,144)(52,220)22,330 
Other (expense) income, net
Interest expense(30,262)(28,925)(120,580)(99,342)
Interest expense related to preferred shares(4,416)(4,417)(17,670)(18,189)
Net gain (loss) on extinguishment of debt(2,226)325 (1,798)(2,397)
Other (expense) income, net468 1,096 (332)1,233 
Total other expense, net(36,436)(31,921)(140,380)(118,695)
Loss before income tax benefit(75,739)(35,065)(192,600)(96,365)
Income tax benefit(8,321)(8,827)(2,753)(6,255)
Net loss$(67,418)$(26,238)$(189,847)$(90,110)
Net loss$(67,418)$(26,238)$(189,847)$(90,110)
Dividends on preferred shares(2,043)(1,832)(7,779)(7,007)
$(69,461)$(28,070)$(197,626)$(97,117)
Basic and diluted loss per common share$(4.06)$(1.68)$(11.60)$(5.85)
Basic and diluted weighted average shares outstanding17,113,424 16,675,096 17,041,888 16,599,015 
Cash dividends declared per common share$0.14 $0.14 $0.56 $0.56 




FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation
Fiscal Quarter EndedFiscal Year Ended
Thirteen Weeks EndedFourteen Weeks EndedFifty-Two Weeks EndedFifty-Three Weeks Ended
(In thousands)December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Net loss$(67,418)$(26,238)$(189,847)$(90,110)
Interest expense, net34,678 33,342 138,250 117,531 
Income tax benefit(8,321)(8,827)(2,753)(6,255)
Depreciation and amortization10,352 9,914 41,528 31,131 
EBITDA(30,709)8,191 (12,822)52,297 
Bad debt expense (recovery)242 2,868 1,029 (9,827)
Share-based compensation expenses369 947 2,330 3,615 
Non-cash lease expenses(130)535 1,656 1,766 
Store closure expense5,010 — 5,010 — 
Refranchising loss109 2,127 1,949 2,873 
Litigation costs4,184 8,832 22,018 28,280 
Severance— 341 425 1,377 
Net loss related to advertising fund deficit1,762 1,946 6,747 6,310 
Net loss (gain) on extinguishment of debt2,224 (325)1,798 2,397 
Impairment losses30,600 1,006 30,600 1,006 
Pre-opening expenses697 564 1,632 1,136 
Adjusted EBITDA$14,358 $27,032 $62,372 $91,230 




FAT Brands Inc. Adjusted Net Loss Reconciliation
Fiscal Quarter EndedFiscal Year Ended
(In thousands, except share and per share data)December 29, 2024December 31, 2023December 29, 2024December 31, 2023
Net loss$(67,418)$(26,238)$(189,847)$(90,110)
Refranchising loss109 2,127 1,949 2,873 
Store closure expense5,010 — 5,010 — 
Net loss (gain) on extinguishment of debt2,224 (325)1,798 2,397 
Impairment losses30,600 1,006 30,600 1,006 
Litigation costs4,184 8,832 22,018 28,280 
Severance— 341 425 1,377 
Tax adjustments, net (1)(4,628)(3,016)(883)(2,332)
Adjusted net loss$(29,919)$(17,273)$(128,930)$(56,509)
Net loss$(67,418)$(26,238)$(189,847)$(90,110)
Dividends on preferred shares(2,043)(1,832)(7,779)(7,007)
$(69,461)$(28,070)$(197,626)$(97,117)
Adjusted net loss$(29,919)$(17,273)$(128,930)$(56,509)
Dividends on preferred shares(2,043)(1,832)(7,779)(7,007)
$(31,962)$(19,105)$(136,709)$(63,516)
Loss per basic and diluted share$(4.06)$(1.68)$(11.60)$(5.85)
Adjusted net loss per basic and diluted share$(1.87)$(1.15)$(8.02)$(3.83)
Weighted average basic and diluted shares outstanding17,113,42416,675,09617,041,88816,599,015
(1) Reflects the tax impact of the adjustments using the effective tax rate for the respective periods.

Q4 2024 EARNINGS SUPPLEMENT FEBRUARY 27, 2024


 
LEGAL DISCLAIMER This earnings supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and operating results of the Company, estimates of future EBITDA, the timing and performance of new store openings, future reductions in cost of capital and leverage ratio, our ability to conduct future accretive acquisitions and our pipeline of new store locations. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this earnings supplement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this earnings supplement. 2


 
Q4 2024 HIGHLIGHTS 3 7.4% Sales Decline (1) System-Wide -1.6% SSS Decline (2) System-Wide 30 New Store Openings (3) Q4 2024 $145.3mm Total Revenue Q4 2024 $14.4mm Adj. EBITDA (4) Q4 2024 $580.2mm System-Wide Sales (1) System-wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period. Fiscal fourth quarter 2024 included 13 weeks while fiscal third quarter 2023 included 14. (2) Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year. (3) New store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of store openings has, and will continue to have, an impact on our results. (4) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix.


 
YTD Q4 2024 HIGHLIGHTS 4 3.1% Sales Growth (1) System-Wide -2.5% SSS Decline (2) System-Wide 92 New Store Openings (3) YTD Q4 2024 $592.7mm Total Revenue YTD Q4 2024 $62.4mm Adj. EBITDA (4) YTD Q4 2024 $2,401.2mm System-Wide Sales (1) System-wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period. (2) Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year. (3) New store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of store openings has, and will continue to have, an impact on our results. (4) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix.


 
YTD Q4 2024 RESULTS 5 (1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. 2Q 2023 includes $12.7 million related to Employee Retention Tax Credits and 2Q 2024 includes $2.1 million related to Employee Retention Tax Credits. Royalties $94.0mm $90.0mm YTD Q4 2023 53-weeks YTD Q4 2024 52-weeks Systemwide Sales Revenue $480.5mm $592.7mm YTD Q4 2023 53-weeks YTD Q4 2024 52-weeks Adj. EBITDA (1) $91.2mm $62.4mm YTD Q4 2023 53-weeks YTD Q4 2024 52-weeks $2,327.9mm $2,401.2mm YTD Q4 2023 53-weeks YTD Q4 2024 52-weeks


 
2025 STRATEGIC FOCUS 6 Accelerate Build-Out of 1,000+ Unit New Store Pipeline Drive Adj. EBITDA Growth ~$10mm from New Stores ~$5mm from Factory Maintain Strong Liquidity Continue to Build Net Asset Value for Future Liquidity (Debt Reduction) Event Grow Factory Production to Utilize ~60% Excess Capacity via Expanded Organic Channels & 3rd Party Dough & Mix Manufacturing Re-franchise Fazoli’s 57 Company-Owned Restaurants


 
APPENDIX


 
DEFINITIONS “EBITDA,” a non-GAAP measure, defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. “Adjusted EBITDA,” a non-GAAP measure, defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. “Adjusted net loss,” a non-GAAP measure, defined as net loss plus the impact of adjustments and the tax effects of such adjustments. Adjusted net loss is presented because we believe it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net loss as presented may not be comparable to other similarly titled measures of other companies, and our presentation of adjusted net loss should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non- GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results. Reconciliations of net loss attributable to FAT Brands Inc. presented in accordance with GAAP to EBITDA, adjusted EBITDA and adjusted net loss are set forth in the Appendix. “Same-store sales growth” or “SSS” a non-GAAP measure, reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year. “System-wide sales growth,” a non-GAAP measure, reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period. I


 
CONSOLIDATED STATEMENT OF OPERATIONS II FAT Brands Inc. Consolidated Statements of Operations Fiscal Quarter Ended Fiscal Year Ended Thirteen Weeks Ended Fourteen Weeks Ended Fifty-Two Weeks Ended Fifty-Three Weeks Ended (In thousands, except share and per share data) December 29, 2024 December 31, 2023 December 29, 2024 December 31, 2023 Revenue Royalties $ 22,416 $ 24,869 $ 90,035 $ 94,036 Restaurant sales 100,893 111,072 413,480 299,029 Advertising fees 9,903 10,510 39,473 39,490 Factory revenues 9,351 9,810 37,949 37,983 Franchise fees 1,317 937 6,487 4,979 Other revenue 1,400 1,438 5,228 4,940 Total revenue 145,280 158,636 592,652 480,457 Costs and expenses General and administrative expense 34,521 30,298 128,564 93,117 Cost of restaurant and factory revenues 97,176 105,130 393,131 282,887 Depreciation and amortization 10,352 9,914 41,528 31,131 Impairment of goodwill and other intangible assets 30,600 500 30,600 500 Refranchising loss 109 2,127 1,949 2,873 Advertising fees 11,825 13,811 49,100 47,619 Total costs and expenses 184,583 161,779 644,872 458,127 (Loss) income from operations (39,303) (3,144) (52,220) 22,330 Other (expense) income, net Interest expense (30,262) (28,925) (120,580) (99,342) Interest expense related to preferred shares (4,416) (4,417) (17,670) (18,189) Net gain (loss) on extinguishment of debt (2,226) 325 (1,798) (2,397) Other (expense) income, net 468 1,096 (332) 1,233 Total other expense, net (36,436) (31,921) (140,380) (118,695) Loss before income tax benefit (75,739) (35,065) (192,600) (96,365) Income tax benefit (8,321) (8,827) (2,753) (6,255) Net loss $ (67,418) $ (26,238) $ (189,847) $ (90,110) Net loss $ (67,418) $ (26,238) $ (189,847) $ (90,110) Dividends on preferred shares (2,043) (1,832) (7,779) (7,007) $ (69,461) $ (28,070) $ (197,626) $ (97,117) Basic and diluted loss per common share $ (4.06) $ (1.68) $ (11.60) $ (5.85) Basic and diluted weighted average shares outstanding 17,113,424 16,675,096 17,041,888 16,599,015 Cash dividends declared per common share $ 0.14 $ 0.14 $ 0.56 $ 0.56


 
CONSOLIDATED EBITDA & ADJ. EBITDA RECONCILIATION IV FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation Fiscal Quarter Ended Fiscal Year Ended Thirteen Weeks Ended Fourteen Weeks Ended Fifty-Two Weeks Ended Fifty-Three Weeks Ended (In thousands) December 29, 2024 December 31, 2023 December 29, 2024 December 31, 2023 Net loss $ (67,418) $ (26,238) $ (189,847) $ (90,110) Interest expense, net 34,678 33,342 138,250 117,531 Income tax benefit (8,321) (8,827) (2,753) (6,255) Depreciation and amortization 10,352 9,914 41,528 31,131 EBITDA (30,709) 8,191 (12,822) 52,297 Bad debt expense (recovery) 242 2,868 1,029 (9,827) Share-based compensation expenses 369 947 2,330 3,615 Non-cash lease expenses (130) 535 1,656 1,766 Store closure expense 5,010 — 5,010 — Refranchising loss 109 2,127 1,949 2,873 Litigation costs 4,184 8,832 22,018 28,280 Severance — 341 425 1,377 Net loss related to advertising fund deficit 1,762 1,946 6,747 6,310 Net loss (gain) on extinguishment of debt 2,224 (325) 1,798 2,397 Impairment losses 30,600 1,006 30,600 1,006 Pre-opening expenses 697 564 1,632 1,136 Adjusted EBITDA $ 14,358 $ 27,032 $ 62,372 $ 91,230


 
ADJUSTED NET LOSS RECONCILIATION V FAT Brands Inc. Adjusted Net Loss Reconciliation Fiscal Quarter Ended Fiscal Year Ended (In thousands, except share and per share data) December 29, 2024 December 31, 2023 December 29, 2024 December 31, 2023 Net loss $ (67,418) $ (26,238) $ (189,847) $ (90,110) Refranchising loss 109 2,127 1,949 2,873 Store closure expense 5,010 — 5,010 — Net loss (gain) on extinguishment of debt 2,224 (325) 1,798 2,397 Impairment losses 30,600 1,006 30,600 1,006 Litigation costs 4,184 8,832 22,018 28,280 Severance — 341 425 1,377 Tax adjustments, net (1) (4,628) (3,016) (883) (2,332) Adjusted net loss $ (29,919) $ (17,273) $ (128,930) $ (56,509) Net loss $ (67,418) $ (26,238) $ (189,847) $ (90,110) Dividends on preferred shares (2,043) (1,832) (7,779) (7,007) $ (69,461) $ (28,070) $ (197,626) $ (97,117) Adjusted net loss $ (29,919) $ (17,273) $ (128,930) $ (56,509) Dividends on preferred shares (2,043) (1,832) (7,779) (7,007) $ (31,962) $ (19,105) $ (136,709) $ (63,516) Loss per basic and diluted share $ (4.06) $ (1.68) $ (11.60) $ (5.85) Adjusted net loss per basic and diluted share $ (1.87) $ (1.15) $ (8.02) $ (3.83) Weighted average basic and diluted shares outstanding 17,113,424 16,675,096 17,041,888 16,599,015 (1) Reflects the tax impact of the adjustments using the effective tax rate for the respective periods.


 
CONTACT INVESTOR RELATIONS: MEDIA RELATIONS: ICR MICHELLE MICHALSKI IR-FATBRANDS@ICRINC.COM 646-277-1224 FAT BRANDS ERIN MANDZIK EMANDZIK@FATBRANDS.COM 860-212-6509


 
v3.25.0.1
Cover
Feb. 27, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 27, 2025
Entity Registrant Name FAT Brands Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38250
Entity Tax Identification Number 82-1302696
Entity Address, Address Line One 9720 Wilshire Blvd.
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Beverly Hills
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90212
City Area Code 310
Local Phone Number 319-1850
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001705012
Amendment Flag false
Class A Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol FAT
Security Exchange Name NASDAQ
Class B Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class B Common Stock, par value $0.0001 per share
Trading Symbol FATBB
Security Exchange Name NASDAQ
Series B Cumulative Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Series B Cumulative Preferred Stock, par value $0.0001 per share
Trading Symbol FATBP
Security Exchange Name NASDAQ
Warrants to Purchase Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Warrants to purchase Class A Common Stock
Trading Symbol FATBW
Security Exchange Name NASDAQ

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