UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 9, 2018
Commission File No. 001-38250
FAT Brands Inc.
(Exact name of registrant as specified in its charter)
Delaware | 08-2130269 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 402-0600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
[X] 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. Yes [X] No [ ]
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2018, FAT Brands Inc. (the “Company”) issued a press release announcing its financial results for the thirteen-week quarterly period ended April 1, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company also hosted a conference call on May 9, 2018 in which the financial results were discussed. A replay of the conference call can be accessed by dialing 412-317-6671. The passcode is 13679533. The webcast will be available at www.fatbrands.com under the “invest” section and will be archived on the site shortly after the call has concluded.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, 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 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 7.01. Regulation FD Disclosure.
The information included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Press Release, dated May 9, 2018 |
2 |
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: May 9, 2018 | /s/ Andrew A. Wiederhorn |
Andrew A. Wiederhorn | |
Chief Executive Officer |
3 |
Exhibit 99.1
FAT Brands Inc. Announces Fiscal First Quarter 2018 Financial Results
May 09, 2018
Conference call and webcast will be held at 4:30 p.m. ET today
LOS ANGELES—(BUSINESS WIRE)— FAT(Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ:FAT) (“FAT Brands” or the “Company”) today announced financial results for the 13-week period ended April 1, 2018.
Andy Wiederhorn, President and CEO of FAT Brands, commented, “First quarter results provided a strong start to 2018, with particularly impressive momentum at our flagship Fatburger brand, where same-store sales grew 6.3%, inclusive of 2.1% transaction growth. Fatburger results continue to be driven by successful cobranding with Buffalo’s Express, increases in delivery, and the strong reception to the plant-based Impossible Burger. During the quarter, we also made great progress in integrating Ponderosa and Bonanza into the FAT Brands platform. We have stabilized Ponderosa and Bonanza same-store sales, reduced the overhead required to support the brand going forward, and rejuvenated the existing franchisee base with new marketing and operational initiatives.”
“Additionally, we have taken significant steps towards closing the previously announced acquisition of Hurricane Grill & Wings, a brand known for its jumbo fresh wings, which has over 60 restaurants open or under construction across eight states. We expect to complete the Hurricane acquisition in the next 30 days. Pro forma for this acquisition, and after full integration of anticipated synergies, we continue to expect to achieve an annualized revenue run-rate of over $18.5 million, and an annualized EBITDA run-rate of $11 million, or $1.10 per share, beginning in the third quarter of 2018.”
Wiederhorn concluded, “Our Company’s foundation is strong and our platform is highly scalable. The financing we are securing will facilitate future acquisitions of strong brands with long track records of sustainable operating performance and steady cash flows. FAT Brands is poised for growth.” Wiederhorn concluded.
The Company was formed as a Delaware corporation on March 21, 2017 as a wholly-owned subsidiary of Fog Cutter Capital Group Inc. (“FCCG”). The Company was formed for the purpose of completing a public offering and related transactions, and to acquire and continue certain businesses previously conducted by subsidiaries of FCCG. These transactions occurred on October 20, 2017. Because this is our initial year of operation, comparative information is not available for the first quarter of 2017.
Fiscal First Quarter 2018 Highlights
● | Total revenues of $3.6 million(1) | |
● | EBITDA of $940,000 | |
● | Net income of $509,000, or $0.05 per share |
(1) | In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which changed the timing of recognition of franchise fees, including development fees, territory fees, renewal and transfer fees. Adoption of ASU 2014-09 also changed the reporting of advertising fund contributions and related expenditures. Please see the “Adoption of New Accounting Guidance” section below for additional information. |
Fiscal First Quarter 2018 Segment Performance
● | Fatburger & Buffalo’s Express | |||
● | Same-store sales growth in core domestic market of 9.6% | |||
● | System-wide same-store sales growth of 6.3% | |||
● | Total revenues of $2.0 million | |||
● | EBITDA of $851,000 | |||
● | Net income of $705,000 | |||
● | 2 new store openings | |||
● | Buffalo’s Cafe | |||
● | System-wide same-store sales growth of (0.9%) | |||
● | Total revenue of $457,000 | |||
● | EBITDA of $103,000 | |||
● | Net income of $180,000 | |||
● | 1 new store opening | |||
● | Ponderosa & Bonanza Steakhouse | |||
● | System-wide same-store sales growth of 1.2% | |||
● | Total revenue of $1.1 million | |||
● | EBITDA of $210,000 | |||
● | Net income of $166,000 |
Subsequent Events
On April 27, 2018, FAT Brands established a $5 million credit facility with TCA Global Credit Master Fund, LP. A total of $2 million was funded by TCA as part of the initial closing on April 27, 2018, and the proceeds are being used for working capital.
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 for at least one full fiscal year. 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. Thus, we do not include stores in the comparable base until they have been open for at least one full fiscal year. We expect that this trend will continue for the foreseeable future as we continue to open and expand into new markets.
Conference Call and Webcast
FAT Brands will host a conference call and webcast to discuss its fiscal first quarter 2018 financial results today at 4:30 PM ET. Hosting the call and webcast will be Andy Wiederhorn, President and Chief Executive Officer; and Ron Roe, Chief Financial Officer.
Interested parties may listen to the conference call via telephone by dialing 201-493-6725. A replay will be available after the call until Wednesday, May 16, 2018, and can be accessed by dialing 412-317-6671. The passcode is 13679533.
The webcast will be available at www.fatbrands.com under the “invest” 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 and casual dining restaurant concepts around the world. The Company currently owns five restaurant brands, Fatburger, Buffalo’s Cafe, Buffalo’s Express and Ponderosa & Bonanza Steakhouses, that have approximately 300 locations open and 300 under development in 32 countries. 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 timing and anticipated benefits of the proposed acquisition of Hurricane, the future financial and operating results of the combined companies, and our ability to pay a cash dividend to our common stockholders. 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. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our recent Offering Statement on Form 1-A and 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 statement to reflect events or circumstances occurring after the date of this press release.
Adoption of New Accounting Guidance
The Company adopted ASU 2014-09 on January 1, 2018 using the modified retrospective method, in which the cumulative effect of applying the standard is recognized at the date of initial application. Amounts presented for the thirteen weeks ended April 1, 2018 have been adjusted to reflect the adoption of ASU 2014-09, resulting in an increase in revenues of $773,000.
Non-GAAP Measure
This press release includes the non-GAAP financial measure of EBITDA.
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.
A reconciliation of net income to EBITDA is set forth in the tables below.
Statement of operations data | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
13 weeks ended April 1, 2018 | ||||||||||||||||||||
FAT Brands | Fatburger | Buffalo’s | Ponderosa | Consolidated | ||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||||
Statement of operations data: | ||||||||||||||||||||
Revenues | ||||||||||||||||||||
Royalties | $ | - | $ | 1,288 | $ | 313 | $ | 971 | $ | 2,572 | ||||||||||
Franchise fees | - | 383 | 5 | 11 | 399 | |||||||||||||||
Advertising fees | - | 317 | 139 | 140 | 596 | |||||||||||||||
Management fee | - | 18 | - | - | 18 | |||||||||||||||
Total revenues | - | 2,006 | 457 | 1,122 | 3,585 | |||||||||||||||
General and administrative expenses | 224 | 1,154 | 354 | 912 | 2,644 | |||||||||||||||
Income (loss) from operations | (224 | ) | 852 | 103 | 210 | 941 | ||||||||||||||
Other income (expense) | ||||||||||||||||||||
Interest income (expense) | (446 | ) | 79 | 148 | 5 | (214 | ) | |||||||||||||
Depreciation and amortization | (5 | ) | - | - | (28 | ) | (33 | ) | ||||||||||||
Other expense | - | (1 | ) | - | - | (1 | ) | |||||||||||||
Other income (expense) | (451 | ) | 78 | 148 | (23 | ) | (248 | ) | ||||||||||||
Income (loss) before income tax expense (benefit) | (675 | ) | 930 | 251 | 187 | 693 | ||||||||||||||
Income tax expense (benefit) | (133 | ) | 225 | 71 | 21 | 184 | ||||||||||||||
Net income (loss) | $ | (542 | ) | $ | 705 | $ | 180 | $ | 166 | $ | 509 | |||||||||
Basic and diluted EPS | $ | (0.05 | ) | $ | 0.07 | $ | 0.02 | $ | 0.02 | $ | 0.05 |
Consolidated Balance Sheet for FAT Brands, Inc. as of April 1, 2018 | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
April 1, 2018 | ||||||||||||||||||||||||
FAT Brands | FBNA | BFCI | Ponderosa | Elimination | Consolidated | |||||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||||||||
Consolidated balance sheet data: | ||||||||||||||||||||||||
Cash | $ | - | $ | - | $ | - | $ | 15 | $ | - | $ | 15 | ||||||||||||
Total assets | $ | 9,635 | $ | 12,521 | $ | 7,263 | $ | 11,335 | $ | (10,550 | ) | $ | 30,204 | |||||||||||
Total liabilities | $ | 20,643 | $ | 8,993 | $ | 1,159 | $ | 594 | $ | - | $ | 31,389 | ||||||||||||
Total stockholders’ equity (deficit) | $ | (11,008 | ) | $ | 3,528 | $ | 6,104 | $ | 10,741 | $ | (10,550 | ) | $ | (1,185 | ) |
EBITDA Reconciliation | ||||||||||||||||||||
13 weeks ended April 1, 2018 | ||||||||||||||||||||
FAT Brands | Fatburger | Buffalo’s | Ponderosa | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Net income (loss) | $ | (542 | ) | $ | 705 | $ | 180 | $ | 166 | $ | 509 | |||||||||
Depreciation and amortization expense | 5 | - | - | 28 | 33 | |||||||||||||||
Interest (income) expense | 446 | (79 | ) | (148 | ) | (5 | ) | 214 | ||||||||||||
Income tax expense (benefit) | (133 | ) | 225 | 71 | 21 | 184 | ||||||||||||||
EBITDA | $ | (224 | ) | $ | 851 | $ | 103 | $ | 210 | $ | 940 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20180509006270/en/
Investor
Relations:
ICR
Alexis Tessier
IR-FATBrands@icrinc.com
203-682-8286
or
Media Relations:
Konnect Agency
Shelby Robinson/Emily Johnston
srobinson@konnectagency.com
ejohnston@konnectagency.com
213-988-8344
Source: Fat Brands Inc.