Tag Archives: Fat Brands

FAT Brands, Inc. (FAT) REPORTS Q2’22 – SUBSTANTIAL PROGESS TOWARD $90-95M EBITDA RUN RATE

FAT Brands, Inc. (FAT) REPORTS Q2’22 – SUBSTANTIAL PROGESS TOWARD $90-95M EBITDA RUN RATE

FAT Brands, Inc., having absorbed a large number of franchised restaurant systems over the last three years, is now beginning to demonstrate the royalties and EBITDA as projected in the course of assembling their portfolio. (Our previous reports on this subject can be accessed using the SEARCH function on our Home Page.)

Recall that FAT Brands now owns a total of seventeen restaurant brands, the largest of which (in chronological order of ownership) are Fatburger, Hurricane Grill & Wings, Johnny Rockets, Round Table Pizza, Twin Peaks and Fazoli’s. Since Johnny Rockets was acquired in late 2020, and the last three were subsequently acquired in the midst of the Covid, company guidance has consistently been based on the respective pre-Covid performance, projecting growth from that level once Covid has passed. On that basis, the total portfolio of seventeen brands, consisting of over 2,300 locations generating over $2.2 billion of systemwide sales has been projected to generate $90-95M of annual EBITDA. The long-term debt over $900M has been secured by the various royalty streams and carries an average interest rate of about 7%, obviously absorbing a large portion of projected cash flow. However, though rates have risen lately, the Company continues to expect that the debt can be refinanced at a materially lower rate of interest as operating performance is demonstrated. As CEO, Wiederhorn, pointed out on the conference call, the volatility in debt markets may delay this process by 3-6 months, making it a Q1-Q2’23 event, rather than late in ’22, but still has the potential to save approximately 200 bp, or $18-20M annually.

THE SECOND QUARTER OF ‘22

Cutting right to the EBITDA chase: FAT Brands generated $29.5M in Q2’22, naturally up very dramatically from only $2.1M in Covid driven Q1’21, and before owning Round Table Pizza, Twin Peaks, Fazoli’s and several smaller brands. More relevant was the sequential quarterly improvement, almost doubling the $15.1M of Adjusted EBITDA in Q1’22.

Income from Operations grew sequentially from $485K in Q1 to $13.2M, driven by higher royalties, higher sales and lower expenses at company operated locations (primarily Twin Peaks), lower corporate G&A, and modestly higher sales with lower expenses at the dough manufacturing factory. The GAAP net loss was $8.2M, down sequentially from $23.7M in Q1’22. The improved results were a function of 5.6% same store sales in Q2, on top of 26 new locations opened in Q2. The total new units through the end of June was 53 and 9 more opened during July. In this regard, it is important to note that there are over 900 locations represented by long term development agreements, bought and paid for by over $20M of deferred franchise fees on the balance sheet. Management has reiterated that 120-122 new locations are in the planning stage for the current year, and the 900 long term additions could add 50% to EBTDA.

The reconciliation from GAAP Net Loss to Adjusted EBITDA adds back Interest Expense and Depreciation to get from $8.2M Net Loss to $22.0M of EBITDA. The material additions from there are $1.9M of Share Based Compensation Expense and $4.3M of Litigation Costs, bringing Adjusted EBITDA to $29.5M in Q2.

Relative to the litigation expense, the lawsuits and investigations (“L&I”) relate almost entirely to FAT’s relationship with its previous majority stockholder, Fog Cutter Holdings, and the fairness of the merger between them. As described in the quarterly 10-Q, the pertinent L&I “do not assert any claims against the Company” and “we believe that the Company is not currently a target….”. Because the Company indemnifies officers and directors, legal fees are accrued since “an unfavorable outcome may exceed coverage provided under our insurance policies….”. FAT management has made it clear that they are vigorously defending themselves, at the same expecting that such costs are expected to decline from this point forward and that insurance should ultimately reimburse a large portion of the expense. We obviously cannot predict legal outcomes but, even if the legal expense continues, the apparent exposure does not seem to change the long-term reward/risk equation of this investment situation.

OPERATIONAL PROGRESS

In addition to the progress relative to same store sales and unit growth, the Company is working to create synergy between the platform and the brands. Dual branding is starting to take place, combining Round Table Pizza with Fatburger, Johnny Rockets with Hot Dog on a Stick, or Mable Slab Creamery and Great American Cookie. The dough manufacturing facility (operating at 30% of capacity) has begun to grow sales and generate EBITDA, while supplying FAT’s various brands with products 20% cheaper than possible elsewhere.  A “bolt-on” relatively small acquisition of 85 Nestle Toll House Café by Chip stores will be rebranded as Great American Cookies, the first to open in September. With over $600M of portfolio purchasing power, franchisees have been able to save 2-3% of Cost of Goods. From a financial standpoint, planned is the redemption of $135M of Series B Preferred Stock, which will reduce FAT’s cost of capital. It is worth noting that the quarterly dividend was increased from $0.13 to $0.14, creating a current yield of over 6%, implying a confident outlook by management and the Board of Directors. Lastly, a multi-brand national convention, taking place in late August in Las Vegas is going to bring together all seventeen of FAT’s franchised systems. About 2,000 attendees will spend almost three days, getting “charged up” and, from the franchisor’s standpoint, bringing best practices more broadly to the portfolio.

THE OUTLOOK

FAT Brands (FAT) seems well on their way to an EBITDA annual run rate of $90-95M by the end of calendar ’22. Unit growth of 110-120 new locations in ’22 will amount to about 5%, on top of which there should be same store sales progress. Though the most recent quarterly Adjusted EBITDA obviously annualizes to well over the projected $90-95M run rate by the end of ’22, the macro-economic uncertainty justifies maintenance of the previous guidance. At the same time, it appears that fundamentals are set up to generate well over $100M of Adjusted EBITDA in calendar ’23.

CONCLUSION:

The long-term vision of FAT Brands’ management has been supported by the results of the last six months. The 16.5M fully diluted shares, at $8.75/share, only amount to $145M of equity value, very modest relative to the $900M of long-term debt and $135M of Preferred Stock. The $100M of projected Adjusted EBITDA in calendar ’23 would obviously pay the interest and leave $20-30M of free cash flow, and that’s why about $11M. representing over 6% yield, can be paid on the common stock. The potential upside comes into play with the prospect of unit growth accompanied by same store sales, and potential acquisitions as well. If the current debt can be re-rated, the near-term cash flow could immediately become more than 50% higher. Over five years or so, the 900-store development pipeline, implying an additional $50M of incremental EBITDA, would obviously change the world for FAT investors. Long term debt on the order of 10x EBITDA is substantial, to be sure, so investors correctly look for signs that management is up to the (leveraged) task. For those who correctly question the wisdom of operating under the burden of debt that is 10x the operational cash flow: within this multi-brand portfolio are at least a few brands with solid long-term records and excellent prospects. It is always a possibility for management to monetize one brand or more, in the process deleveraging the balance sheet. Management at FAT Brands has demonstrated sufficient financial creativity that we can expect them to react accordingly as strategic and operational alternatives present themselves.

Roger Lipton

FAT BRANDS (FAT) REPORTS FOURTH QUARTER ’21 RESULTS – CONSOLIDATING AFTER MAJOR ACQUISITIONS!

FAT BRANDS (FAT) REPORTS FOURTH QUARTER ’21 RESULTS – CONSOLIDATING AFTER MAJOR ACQUISITIONS!

CONCLUSION:

FAT Brands (FAT) provided a promising update relative the progress within their multi-branded franchised portfolio. The pipeline of additional units to be added to the 2,369 December total allows for about 33% growth in units and approximately 50% incremental EBITDA on top of the $90-95M EBITDA run rate that is expected “post-COVID” by the end of ’22. The most important brands are providing the most impressive sales results and rate of openings. While the reported GAAP numbers have yet to “normalize”, the Adjusted EBITDA results showed progress in Q4 and quarterly results in ’22 promise to improve clarity and long-term credibility. While the risk of litigation, discussed below, overhangs the valuation at the moment, that noise would fade away quickly if the fundamentals come through and the current valuation will have provided a buying opportunity. We have written extensively about FAT in the past and those reports can be accessed by way of the SEARCH function on the Home Page.

THE FOURTH QUARTER

FAT Brands (FAT) announced their fourth quarter ’21 and full year financial results yesterday.  Recall that four acquisitions, including eight brands, were made during the year, three of which were in Q4. There were therefore a large number of non-operating expenses flowing through reported results, as the Company was positioned to build on a base of 2369 locations (mostly franchised) that generate over $2B of systemwide sales. FAT Brands’ portfolio looks as shown below as of yearend ’21. Management has reiterated that the ’21 acquisitions are expected to generate an incremental $45-50M of incremental post-COVID EBITDA in ’22, to a total run rate by late ’22 of $90-95M.

Q4’21 comparisons, in terms of revenues were predictably strong vs.’20 in terms of revenues, due to the easing of COVID, acquisitions during the year, and strong unit level sales. Most impressive was the 5.6% SSS growth against Q4’19 from the “legacy” (prior to 2021 acquisitions) brands and the 8.5% SSS growth, vs ’19, if the newly included brands are included.

The summary of fourth quarter ’21 vs.’20 results includes:

Total revenues up 1,042%, systemwide sales growth up 308%, US sales growth of 432%, Rest of world sales growth up 61%, systemwide same store sales growth of 12.4%, US SSS growth of 15.8% and Rest of world SSS growth of 2.0%. Thirty new franchised locations opened during Q4’21, a total of 115 locations for the full year.

The GAAP net loss was $19.6M in Q4 ($1.38/sh.). The Adjusted Net Loss was $16.5M ($1.16/sh.). EBITDA was a positive $1.9M (vs. an EBITDA loss of $7.9M in ’20). Adjusted EBITDA was $10.4M vs. $1.7M in ’20. The following table shows the reconciliation from the GAAP net loss to Adjusted EBITDA.

THE BALANCE SHEET and EBITDA EXPECTATIONS

Management indicated on the conference call that the balance sheet had approximately $55M of cash on hand at 12/31/21. The total securitized debt was $938.2 million with a weighted average interest rate of 6.98% and a stated term of 30 years. “It doesn’t amortize heavily for another four plus years, a little bit starting in 1.5 years…we want to call and reissue it either on a rated basis or just at a lower interest rate…..that’s more reflective of paying for long-term financing,,,,,,that’s really a Q3 and Q4 activity more than anything just because the debt was issued beginning last April and then in July and then in October and December……but we’re actively working on it…..we can save a couple of hundred basis points….another $20 plus million in free cash flow….”.

Also on the conference call, management discussed the expected buildup of EBITDA. “I think Q1 will be much more in line with trying to get to that $90 million to $95 million run rate. I don’t think we’ll be there yet but we have some synergies that we will realize over the coming couple of quarters like getting rid of some office leases, some redundancy and things like that we’ve already put in place for certain executives that we have to just run out those costs. But we’re really making huge leaps forward. And the top line revenues just continue to impress us…..Q1 will be a significant increase over Q4 and so on. Those synergies just kick in and also as we add 120 new stores this year, I think we have 20 of them opened — 19 or 20 opened so far through March, but we have just a very, very big backlog on schedule to open going throughout the year and then a very strong pipeline for next year. So, we’re growing significantly every month by new unit count across most of the brands. And it’s not every single brand that has hockey stick growth, but we’ve got five or six of them that really do.”

The following tables, from the supplemental company materials, provide more detail on Q4 and calendar ’21 results.

The development pipeline consists of approximately 850 locations, “mostly been paid for in full by our franchise partners”. There are more than 470 units between Fatburger, Johnny Rockets, Buffalo’s Express and Elevation Burger, plus 157 new locations for Global Franchise Group which includes Round Table Pizza, Great American Cookie, Marble Slab Ice Creamery, Pretzelmaker and Hot Dog on a Stick. There are 144 sports lodges for Twin Peaks and 114 drive-through locations for Fazoli’s. As of the end of the fourth quarter of 2021, 23 locations across the system, eight domestic and 15 international, excluding the recently acquired concepts, remained temporarily closed due to COVID-19 compared to 52 units at the end of the third quarter. Therefore further re-openings will add to growth in ’22 vs. ’21. It is expected that 120-125 new units, across the portfolio, will open in calendar ’22, twenty of which have already opened. Among the largest contributors will be 20 or more Twin Peaks locations plus 20 Fazoli’s, with both brands having far more long term potential. It is expected that Twin Peaks can add $30M to EBITDA in ’22 vs. ’21, with Fazoli’s adding $14-15M, these two brands alone providing a large portion of the ’22 vs. ’21 comparison.

Same store sales growth within the portfolio should also be augmented by delivery sales, even as dining rooms reopen, facilitated by the rollout of OLO and Captain, formerly known as Hunger, both of which are online ordering providers. Chowly, a third-party online POS system aggregator, is also streamlining the multi-channel delivery process.

Management expects the growth within the current portfolio to generate, on top of the $90-95M EBITDA run rate by the end of ’22, an additional 33% in units and $50M of EBITDA over the next five years or so.

BRAND MANAGEMENT

FAT Brands management stated months ago that the primary focus in ’22 is to consolidate the multiple acquisitions made over the last twenty four months. While not eliminating the possibility of modest sized “bolt-on” synergistic additions, CEO Wiederhorn wants to ensure that maximum effort is pointed to realizing the growth and synergy opportunities within the current portfolio. The major brands are thought to be very capably led by their existing management teams, so there will not be potentially disruptive “efficiencies” imposed. There is no need to “fix” systems that are not “broke”.

POTENTIAL LITIGATION

We would be remiss to ignore possible investigations and litigation that involve principals of FAT Brands, even if apparently aimed at CEO, Wiederhorn, rather than FAT Brands itself. We focus our analysis on FAT Brands, the Company, its positioning and prospects and provide below Andrew Wiederhorn’s statement regarding this matter.

“I’d like to take a moment and address the pending government investigations and pending or threatened litigation. Being a public company and a public figure attracts its share of visibility. As previously disclosed, the company’s directors were named as defendants in the shareholder derivative action last summer brought by the same shareholder that had been a part of prior lawsuits against the company after the company’s IPO in 2017. None of those lawsuits prevailed as a court’s denied certification, yet the company spent considerable money defending itself in resolving matters. The most recent derivative suit is based upon the merger of Fog Cutter Capital Group into FAT Brands, a transaction is transformative for FAT Brands and led to its growth by more than 500% since the merger at the end of 2020.

“It’s important to note that this derivative action case does not assert claims against FAT Brands, but seeks recovery on its behalf, meaning any monetary settlement goes to FAT Brands, not paid by FAT Brands.

“Given my personal history, it does not surprise me that the government will look into allegations also raised in the derivative complaint. And as previously disclosed, the government is now formally seeking documents concerning these matters from the company and me. The government’s affidavit should not have been made public when it was a subject of the sealed court order.

“Nonetheless, the United States Attorney’s Office has indicated that the company is not presently a target of the investigation and that the investigation primarily focuses on me and my family. The LA Times article that published characterizations of the government’s position has many factual errors and conflates the different entities and my family as if they were one. I categorically deny the allegations raised in the L.A. Times article and look forward to the opportunity for our legal team to demonstrate that all transactions were properly documented, reviewed, approved and disclosed and that multiple independent professionals were involved including the Boards of both Fog Cutter and FAT Brands, outside counsel, outside auditors and my and FAT Brands’ tax adviser.”

CONCLUSION: Provided at the beginning of this article.

FAT Brands (FAT) PROVIDES STRATEGIC UPDATE AT ICR CONFERENCE

FAT Brands (FAT) PROVIDES STRATEGIC UPDATE AT ICR CONFERENCE

FAT Brands has been aggressively adding to its multi-branded franchising portfolio throughout the two-year course of the Covid pandemic. We have previously chronicled (accessible by way of the SEARCH function on our Home Page) the details of that process and we present below a number of slides in the Investor Presentation released yesterday that provide an update. Most importantly, the Company has strategically pivoted, concentrating over the next year or so on consolidating and building upon the recent acquisitions from an operational standpoint, reaping the substantial organic growth and synergistic rewards, which will simultaneously allow for re-rating of the existing debt and allow for $20-30M per year less debt service. Management has stated that “tuck in” opportunistic acquisitions may still be made, such as the recent purchase of Native Grill Wings but the primary focus will be as stated above.

The slides below (1) summarize the acquisition timeline of the last two years (2) provide a summary of FAT’s portfolio as it stands today (3) updates operating results through Q3’21 (4) and provides a summary of the most important cash flow “levers” that management expects to demonstrate over the near term.

The slide just below shows the sequence of acquisitions, starting with Johnny Rockets in the fall of ’20. It is important to note that the most recently reported quarter, Q3’21, did not yet reflect a full quarter of Global Franchise (with Round Table Pizza, acquired 7/22/21), nor any contribution from Twin Peaks (acquired 10/1/21), Fazoli’s (12/16/21) or Native Wings (12/17/21). The third quarter therefore did not reflect about 35% of the $2.23B of (2019 based) systemwide sales among the current 17 brands.

 

 

 

FAT Brands REPORTS THIRD QUARTER RESULTS, PLANS TO ADD FAZOLI’S BY MID-DECEMBER

FAT Brands REPORTS THIRD QUARTER RESULTS, PLANS TO ADD FAZOLI’S BY MID-DECEMBER

FAT Brands updated the financial community on its operating results for the third quarter, ending 9/30/21. It should be noted that major acquisitions have been taking place over the last twelve to fifteen months which, combined with the worldwide COVID effects, distort current and comparable results. Corporate management, analysts and investors must therefore look through the GAAP results and gauge the corporate progress and prospects by evaluating the basic health of the major brands.

Recall that Johnny Rockets was purchased in September, 2020. Global Franchise Group (GFG), with 415 unit Round Table Pizzas, closed on July 23, 2021. Twin Peaks, with 83 systemwide units, was acquired on October 1st, 2021 and Fazoli’s (214 units) is expected to close in mid-December. Johnny Rockets, when acquired, was projected by management to bring the “post-COVID, normalized” EBITDA run rate to $15-20M. GFG has been expected to add $30M (bringing the run rate to $45-50M). Management projects that Twin Peaks could add $25-30M (bringing the run rate to $70-80M) and Fazoli’s is projected to add $14.5-15M (for a new “post-COVID normalized” objective of $85-95M). The total portfolio, including Fazoli’s, will consist of about 2,300 units generating over $2 billion of sales.

The third quarter of ’21 was predictably much better than in ’20. Operating Income was $2.376M vs. a loss of $1.296M. The positive operating income was after an increase of $10M due to G&A and professional fees relating to the initial inclusion of GFG. Advertising expense also increased, from $0.8M to $5.5M, “reflecting advertising expenses from GFG and Johnny Rockets and the increase in customer activity as the recovery from COVID continues”. There was also a $2.053M “acquisition cost” item reducing Q3’21 Operating Income. After $7.1M of interest expense vs. only $123k in ’20, there was a pretax loss of $4.8M vs. a loss of $587k in ’20. CFO, Ken Kuick pointed out that the Revenue Run Rate entering ’22, assuming that COVID continues to fade, should be on the order of $340M annually ($85M/qtr.), versus the $29.8M just reported in Q3. Wiederhorn suggested on the conference call that the current quarter should show closer to $15M of Adjusted EBITDA, with the inclusion and synergies at GFG and the effect of Twin Peaks.

Relative to the basic health of the various brands, the earnings release noted that domestic same store sales were up 7% in Q3 vs. ’19 and worldwide same store sales were up 3.5% vs. Q3’19. While the int’l units, primarily Johnny Rockets, have been slower to reopen and rebuild sales, the third quarter improved 7.15% from Q2’21 to Q3’21. Portfolio wide, most notably at overseas Johnny Rockets, the number of closed stores was 52 at 9/30, down from 63 at 6/30 and 107 at 3/31. The franchise sales team “had a record quarter, closing nine deals that account for 166 locations. We expect unit growth to continue increasing in the coming months with plans to open 26 additional stores by the end of 2021 for a total of 85.” Management further described the pipeline of new units, which totals about 700 units within the current portfolio, over 800, including Fazoli’s. CEO, Wiederhorn, refrained from specifying over what period those locations would open but pointed out that new additional deals are being done all the time, and it is not hard to picture somewhere between 100 and 200 new units adding annually to the current 2,100 units (including Fazoli’s.) Wiederhorn again emphasized his expectation that the current $744M of securitized debt can be refinanced with a new rating, saving something like $25M of interest per year. Wiederhorn accurately pointed out that the predictable growth in the various franchised systems is “free” growth. The supporting systems are in place and additional capital is not necessary for the organic progress.

CONCLUSION:

The third quarter results included Johnny Rockets (bought a year ago), GFG from July 23rd, and Twin Peaks only for one week. Adding back to the $2.4M of operating income: the $2.1M of acquisition expense, some portion of the heavy $5.5M of advertising expense as well as the initial larger than necessary G&A at GFG, we would have suggested that the third quarter “normalized” (not yet “post-COVID”) EBITDA might have been in the area of $8-9M. FAT actually reported “Adjusted EBITDA” at $7.2M. Considering that the COVID is still a factor and synergies at GFG are just now being implemented, FAT was not far from the (GFG included) “post-COVID normalized” objective of about $12M quarterly ($45-50M annually). With the impressive new unit pipeline and the encouraging same store sales trends across most of the portfolio, it seems to us that the developing fundamentals are adequately supporting the long term “story”.  Our previous reports describing FAT Brands can be accessed by way of the SEARCH function on our Home Page.

Roger Lipton

FAT BRANDS, Inc. (FAT) TO ACQUIRE 200 UNIT FAZOLI’S, ADDING ANOTHER STRONG GROWTH BRAND

FAT BRANDS, Inc. (FAT) TO ACQUIRE 200 UNIT FAZOLI’S, ADDING ANOTHER STRONG GROWTH BRAND

FAT Brands (FAT) continues its aggressive buildout of a multi-branded fast casual franchising platform. Fazoli’s will be the sixteenth brand under FAT’s umbrella, bringing portfolio systemwide sales to more than $2.1 billion within 2,300 franchised and corporate locations. The purchase price of Fazoli’s is $130M, to be funded by notes from FAT’s securitization facilities and the transaction should close by mid-December. According to FAT’s announcement, almost all restaurants have drive-thru facilities, “continues to surpass sales expectations across the board”, there is a current pipeline of an additional 100 units to open over the next several years, and ownership of Fazoli’s will increase FAT Brands’ post-COVID normalized EBITDA by an incremental $14.5-15.0M in 2022.

According to previous industry articles written about Lexington KY based Fazoli’s, the Company, previously owned by Sentinel Partners, has been run by Carl Howard, CEO, for the last thirteen years. Fazoli’s was originally created in 1988 by Jerrico, then the owner of Long John Silver’s, and peaked at over 300 locations by the late 1990s. After struggling under a variety of ownership, it was sold in 2006 to Sun Capital Partners. Carl Howard entered in 2008 and has steadily improved results ever since. While the unit count remained just over 200 during the past decade, the operational stage was apparently set to capitalize on the now obvious convenience (and pandemic) driven new trends in food prepared and/or consumed away from home. While Fazoli sales steadily improved starting in 2013, the preponderance of drive-thru locations and the general focus on off-premise dining has improved AUVs by twenty percent or more over just the last two years, which are now annualizing at close to $1.6M. This steady, and lately dramatic, change of circumstance has predictably encouraged new franchise development.  The locations range from 2,000-3,500 square feet and can be opened for as little as $350k. In the twelve months ending 3/31/21, according to a Fazoli corporate release, 20 new franchise agreements had been signed, covering 50 locations, and 15 stores were projected to open in the twelve months ending 3/31/22.

Our previous updates relative FAT Brands, Inc. (FAT) can be found by way of the SEARCH function on our Home Page.

Roger Lipton

FAT Brands (FAT) – WASTING NO TIME IN BUILDING MULTI-BRANDED FRANCHISED PORTFOLIO

FAT BRANDS (FAT) – CLOSES $250M SECURITIZATION, ANNOUNCES EXPANSION IN MIDDLE EAST, COMPLETES TWIN PEAKS ACQUISITION, WITH FIFTEEN BRANDS SETS STAGE FOR $80M OF POST-COVID 2022 EBITDA.

We last updated our previous reports on FAT Brands (FAT) on September 2nd, all of which can be accessed by way of the SEARCH function on our Home Page.  A great deal of progress has been announced in a short six weeks since then. Recall that, including the acquisition of the Twin Peaks sports bar chain, the company, now franchising fifteen brands, has guided to $80M of post-Covid 2022 EBITDA.

We provide below a summary of the group of press releases since September 1st, as well as publicly disclosed remarks relative to the third calendar quarter ending September 30th.

On September 7th, the Company announced a new 200+ unit development deal in the Middle East, including 136 brick and mortar locations plus 70 ghost kitchens. In partnership with Kitopi, the master franchisee of this deal, the expansion over the next five years will cover six FAT concepts, namely Fatburger, Johnny Rockets, Buffalo’s Café, Great American Cookies, Elevation Burger and Yalla Mediterranean. The brick and mortar locations, to be located in the UAE, Saudi Arabia, Bahrain, Qatar and Kuwait, will add to Kitopi’s existing 70 cloud kitchens

On September 15th, the Company priced an offering of $250M of “Series 2021-1 Fixed Rate Asset Back Notes”, which have been used to partially fund the $300M acquisition of Twin Peaks. The weighted average fixed interest rate on the notes is 8.00%. As Andy Wiederhorn, CEO, stated: “This issuance gives us ample time to increase franchised locations of this extremely successful concept…prior to refinancing”. Wiederhorn obviously expects that the interest rate can be renegotiated in a relatively short time, just as he has done with previous securitizations.

On September 27th, the Company announced the opening of the 100th Fatburger, cobranded with Buffalo’s Express, in Arlington, TX. This is the second location for this particular franchisee, whose first location opened in June, 2020. This is the third location in the Dallas/Fort Worth area and the fourth in Texas.

On October 1st, only one month after announcing the planned transaction, the Company closed the deal. As reiterated in the release, the acquisition of Twin Peaks is expected to add $25-30M to FAT Brands’ previously expected post-Covid 2022 EBITDA, bringing the total to about $80M. Twin Peaks is especially notable for its steady unit growth, high average volumes, and impressive recovery (post-Covid) to well above 2019 AUVs and Same Store Sales.

THIRD QUARTER DATA POINTS

The above releases relate to long term growth objectives. In the meantime, The Company has publicly disclosed a number of data points relating to the third quarter, ending 9/30/21.

In the second quarter reported results, the Investor Presentation showed that the first three weeks of Q3 produced a portfolio AUV of $22,674, up 13% from $20,056 in Q2.

Within the Investor Presentation relating to the Twin Peaks acquisition, it was disclosed that, at Twin Peaks, Period 7 (July) annualized at $4.7M and Periods 5 through 7 annualized at $5.1M, compared to $4.5M in 2019 and $4.4M in 2018. Furthermore, Same Store Sales at Twin Peaks, compared to 2019, turned positive by 0.6% in P2,’21, and have increased every month to a positive 17.8% in P7’21.

The data points provided above, along with previously discussed development pipeline and unit openings, indicate that the third quarter should be encouraging to both equity and debt investors.

LD MICRO CONFERENCE on October 12th – WIEDERHORN COMMENTARY

CEO, Andrew Wiederhorn, pointed out that the development pipeline, across all brands is about 300 units, to be developed over the next four to five years, expected to grow the portfolio organically at 5-10% annually. The most recently acquired Twin Peaks, now 84 units, is expected to add eighteen restaurants in the next nine months, two thirds of which will be franchised. There are sixteen different franchisees within the Twin Peaks system. The Twin Peaks locations, without tenant allowances, cost $5-6M each, but sale/leaseback transactions generally reduce the out of pocket investment to approximately $2M, on which the franchisee can earn close to $1M annually, or a 50% cash on cash return. Wiederhorn expects that Twin Peaks can grow from the 100 unit level, to be achieved within a year, to double or triple that number over time.

CONCLUSION

FAT Brands is improving the quality of acquisitions over time, reflecting the growing level of acceptance from the lending community. Since FAT Brands came public in 2017 each  of the major brands that have been added have represented not only an expansion to the portfolio but an upgrade relative to stability and growth. While a number of smaller brands were acquired as well, Hurricane Grill and Wings was followed by Johnny Rockets, followed by Round Table Pizza and, most recently, Twin Peaks. Unit growth potential has been increasingly evident, especially so with Twin Peaks. The near term objective of $80M in EBITDA during post-Covid 2022 has been paid for with $750M of securitized funding at an average of about 7%, or $50M of interest expense. The current portfolio, without considering growth, would therefore be throwing off about $30M of free cash flow in the next year or so, about $2.50 per common share, hopefully more over time. At the same time, the Company has demonstrated an ability to refinance its early securitizations at reduced rates, has indicated an expectation to do the same in the future, which obviously increases the potential free cash flow from the current portfolio. As this strategy comes to fruition, the credibility of FAT common stock could obviously sell at a much higher level.

Roger Lipton

FAT BRANDS (FAT) REPORTS Q2’21 – DEFINITIVE SIGNS (SSS, AUVs, and DEVELOPMENT PIPELINE) OF PROGRESS TOWARD STATED GOALS

FAT BRANDS (FAT) REPORTS Q2’21 – DEFINITIVE SIGNS (SSS, AUVs, and DEVELOPMENT PIPELINE) OF PROGRESS TOWARD STATED GOALS

Readers interested in FAT Brands should review our previous reports by using the SEARCH function on our Home Page.

CONCLUSION

FAT Brands (FAT) is moving quickly to become a leader in the multi-branded restaurant space.

While investors in both the common stock and the 8% Preferred have done admirably over the last eighteen months, analysts have to look below the surface to accurately view the risk vs. the reward. This is because the pace of acquisition and the accompanying balance sheet expansion, accomplished during a worldwide health crisis, has predictably distorted the most obvious reported results. The $494M of debt looks daunting relative to historical GAAP treatment, not so much relative to the $55-60M (and more over time) of potential annual EBITDA from the fourteen brands now in the portfolio. Comparable “Asset Light” and “Free Cash Flow” restaurant franchising companies are trading at Enterprise Values materially higher than is the case here. We conclude that, with the demonstrated indications of brand health and unit growth potential, there is reason to believe that the apparently aggressive management guidance, starting in Q4’21 to Q1’22, and using 2019 historical EBITDA as a base, will prove to be valid. Accordingly, we continue to feel that FAT stock price will appreciate from current levels as reported results more obviously reflect the fundamental progress that is being made.

AN OVERVIEW OF Q2

The second quarter (Q2’21) was marked by announcement of a major acquisition (closed on 7/22) accompanied by balance sheet expansion at a reduced interest rate and ongoing liquidity to fund further deal activity. The acquisition of Global Franchise Group (GFG), with five brands (Round Table Pizza @ 40% of portfolio systemwide  sales), expanded the current multi-branded franchising portfolio (including Fatburger, Johnny Rockets, Hurricane Grill and Buffalo Cafe) from about 650 current locations to more than 2,000 worldwide. $442.5 million was raised in the process, the total number of brands was increased from nine to fourteen, and the post-Covid EBITDA guidance was increased from $15-20M to $55-60M. The balance sheet at 6/30 showed cash and restricted cash of $54M and total debt of $494M at a blended interest rate of 6.5%. Management reiterated on the Conference Call the intention to conclude another acquisition, as well as an interest rate reduction, in the near future, within six months in our estimation.

THE GLOBAL FRANCHISE GROUP ACQUISITION

Qualitatively: diversifies FAT portfolio to include pizza, snacks and dessert, expands FAT’s purchase power with suppliers and distributors, provides a manufacturing facility that can serve franchise partners within 14 brands, allowed for shared administrative services, provides a large and diverse franchisee base, adds five established brands.

Quantitatively: 2019 systemwide sales were $1.36B vs. $710M for FAT previously, 2019 store count was 2,061 vs. 628, there were 766 franchise partners vs 303, there were 183 multi-unit operators vs. 74.

SECOND QUARTER RESULTS

Costs and expenses decreased to $6.2 million in the second quarter of 2021 compared to $8.9 million in the second quarter of 2020. General and administrative expenses increased $1.4 million primarily due to increased professional fees and expansion of the management team.

On July 22, 2021, the Company completed the acquisition of Global Franchise Group (GFG) for $442.5 million, adding five brands to the portfolio – Round Table Pizza®, Great American Cookies®, Hot Dog on a Stick®, Marble Slab Creamery® and Pretzelmaker®. The transaction was funded with cash and stock, including $350 million in cash from newly issued notes and cash on hand, $67.5 million in Series B preferred stock and $25 million in common stock.

GLOBAL FRANCHISE GROUP OVERVIEW (from the investor presentation)

GFG is a global restaurant franchising company with a portfolio of one pizza and four quick service restaurant concepts and a manufacturing facility in Georgia. GFG’s portfolio has 1,433 restaurants (97.7% franchised, 86.7% in the US. Locations are in 12 countries and 45 states. Round Table Pizza accounts for 60% of systemwide sales. There are 463 franchisees, 109 of which are multi-unit. No franchisee accounts for over 4.5% of the portfolio. GFG owns a 37,400 sq. ft. production facility in Georgia that exclusively supports GFG franchisees. It is vertically integrated and manufactures 13M lbs of cookie batter and 3.5M lbs of dry pretzel mix each year , distributed to over 375 locations nationwide. GFG began e-commerce business in 2019, achieving Amazon’s Choice for “fresh baked cookies’ in December, 2020.

THE CONFERENCE CALL

Management reiterated confidence in the stated goal of generating, in a post-Covid environment annual EBITDA of $55-60M from the current crop of brands ($15-20M) plus the GFG acquisition ($40M). This run rate of EBITDA is expected to kick in by Q4’21 to Q1’22, absent any major Covid resurgence, which is not yet showing up. CEO, Andy Wiederhorn, predicted that there would continue to be a certain amount of “noise” in Q3, and that Q4 would begin to demonstrate the fundamental potential of the newly expanded portfolio of brands.

Important progress was made at the most important (pre-GFG) brands, namely Fatburger, Buffalo and Hurricane. In Q2’21 vs. Q2’19: Fatburger SSS were up 6.1%, Buffalo Café was up 18% and Hurricane Grill and Wings was up 24%. The developmental pipeline is promising as well. Franchisees opened 10 new locations in Q2, up from 5 in Q1, with another 32 locations anticipated to open through the end of 2021. In terms of signings, 12 new deals, for 99 locations including a 50 unit agreement in Mexico and 40 units in France, were completed in Q2, and the total ’21 signings through 6/30 amounted  to 128 intended locations.

Based on AUVs, same store sales trends, and the developmental pipelines, there is quantitative reason that 2019 can appropriately be viewed as the base year (with $55-60M of Adjusted EBITDA) on which to build. Additionally, as discussed on the conference call, there is a “kicker’ in the story, acquired within GFG, namely a cookie manufacturing facility operating far below capacity. The summary above provides a concise summary of the contribution that GFG makes to the FAT portfolio, as well as an indication of the potential from the manufacturing arm. The possibility here, as suggested by management, is for an additional $15M of annual EBITDA, since there are fourteen brands within the FAT portfolio that could potentially sell dough based products produced at this facility.

CONCLUSION: Provided Above

Roger Lipton

FAT BRANDS CLOSES MAJOR ACQUISITION AND $350M ASSOCIATED FINANCING IN LESS THAN A MONTH AFTER ANNOUNCEMENT

FAT BRANDS CLOSES MAJOR ACQUISITION AND $350M ASSOCIATED FINANCING IN LESS THAN A MONTH AFTER ANNOUNCEMENT

We have been reporting on FAT Brands’ (FAT) progress, and its emergence as an increasingly substantial multi-branded restaurant franchisor, since January ’21, and our previous reports can be accessed by way of the SEARCH function on this website. This short update is mostly to report that their recently announced acquisition of Global Franchise Group (GLG) and the associated $350M financing has been completed in what must be record time.

On June 28th, the Company announced the planned acquisition of Global Franchise Group (GLG), which triples the number of systemwide units in FAT’s portfolio to more than 2,000, increases the number of brands from nine to fourteen, and increases the potential EBITDA by approximately 67%. Since the number of common shares to be issued is only about 20% of the common shares to be outstanding post-merger, the GLG acquisition is substantially accretive to EPS and EBITDA/share.

On July 6th, the 8-K filing reported on the finalized definitive Purchase Agreement, and the indication that the $350M in new debt would be completed on or about 7/22/21.

On July 22nd the acquisition of GLG was completed, and the completion of the $350M financing was announced this morning, July 27th.

This important acquisition was therefore completed in less than 30 days from announcement to completion, including a major financing.

To management’s credit.

Roger Lipton

FAT BRANDS (FAT) ANNOUNCES POTENTIALLY TRANSFORMATIVE ACQUISITION

FAT BRANDS (FAT) ANNOUNCES POTENTIALLY TRANSFORMATIVE ACQUISITION

FAT BRANDS ANNOUNCES A POTENTIALLY TRANSFORMATIVE PLANNED ACQUISITION

FAT Brands (FAT) announced this morning an agreement to acquire Global Franchise Group (GLG), which is the franchisor and operator of five quick service concepts: Round Table Pizza, Great American Cookies, Hot Dog on a Stick, Marble Slab Creamery and Pretzelmaker. This appears to be a potentially transformative transaction for FAT Brands, a rapidly emerging multi-brand franchisor of quick service and fast casual restaurant concepts.

We refer readers to our previous articles describing FAT Brands (use the SEARCH function on our Home Page). In summation, FAT currently owns nine restaurant brands: Fatburger, Johnny Rockets, Buffalo’s Café, Buffalo’s Express, Hurricane Grill & Wings, Elevation Burger, Yalla Mediterranean, Ponderosa and Bonanza steakhouses. Of note is that FAT Brands approximately doubled the size of their portfolio with the acquisition last September of Johnny Rockets. Of equal importance is that a new securitized credit line raised $144M this past spring, reducing the interest rate on the existing long term debt by about 300 bp to 5.92%, while providing about $50M for future acquisitions.

The new transaction appears to be transformative in terms of scale and cash flow generation per share. There is no doubt a great deal more information to be provided to shareholders but today’s release indicates that systemwide sales for the FAT portfolio will approximately double to $1.4B. Management stated this morning that “the acquisition is expected to eventually increase annual EBITDA by approximately $40M to approximately $55-$60 million….the five new restaurant concepts have been very resilient coming out of the pandemic….furthermore we will acquire GFG’s manufacturing operations, which will provide greater efficiencies and incremental revenue opportunity to our company.”

We have provided a table below which, based on the guidance so far provided, appears to more than double the free cash flow per share of FAT Brands. We took the current post pandemic guidance of $15-20M of EBITDA, and added the $40M from GFG, subtracting our estimate of new debt expense (@5.92%) and newly issued preferred dividends (at 8.25%). As the table shows, FAT free cash flow generation could grow from about $0.84/share to $1.70/share. This estimate is admittedly rough, based on a limited amount of information so far available, but provides an order of magnitude of the acquisition’s effect.

FAT Brands common stock, while trading at an all time high, is selling at an obviously modest level relative to the new potential $1.70 of FCF per share, about double previous expectations.

Roger Lipton

FAT BRANDS RECRUITES SEVERAL EXPERIENCED EXECUTIVES, INCLUDING CFO, ANNOUNCES $500M SHELF REGISTRATION, INCLUDING IMMEDIATE UNDERWRITING OF $10M PREFERRED STOCK

FAT BRANDS RECRUITES SEVERAL EXPERIENCED EXECUTIVES, INCLUDING CFO, ANNOUNCES $500M SHELF REGISTRATION, INCLUDING IMMEDIATE UNDERWRITING OF $10M PREFERRED STOCK

There have been several recent significant announcements for FAT Brands, Inc. (FAT), a rapidly growing multi-brand restaurant franchisor that is within reach, in the next 12-24 months, of $1B in portfolio systemwide sales.

MANAGEMENT ADDITIONS:

From a financial and operational standpoint:

Ken Kuick, 52 years of age, previously CFO at Noodles & Company (NDLS), a publicly held company with 448 restaurants (372 company operated and 76 franchised) has been appointed CFO at FAT Brands, effective immediately. Kuick’s background, especially with the improved positioning of NDLS over the last several years, and their recent emphasis on digital ordering, qualifies him especially well for the position at FAT. Moreover, his decision, as well as that of Sussman and Rosen, described below, to join the rapidly growing FAT Brands, is a testimonial to their view of FAT’s future.

From a legal standpoint:

Allen Sussman, previously with Loeb & Loeb LLP in L.A., is newly appointed as General Counsel. At Loeb & Loeb he was a partner in the Capital Markets and Corporate Practice Groups, shepherding FAT through its IPO and acquisitions.

From an investment capital standpoint:

Rob Rosen has been added as EVP Capital Markets. Rosen has over 30 years of experience in structured finance, banking and lending, working with Fleet Bank, Kidder Peabody, The Bank of Tokyo and Black Diamond Capital Management

CAPITAL PLANS:

Separately, FAT Brands filed an S-1 shelf registration for a total of up to $500M of corporate securities, to be sold “from time to time”. The mix of offering is mostly to be defined, covering common stock, preferred stock, debt, warrants, subscription rights, and units.

Also filed is a registration for an underwritten offering of $10M worth of FAT’s Series B 8.25% cumulative preferred stock. There is currently $21M of this preferred (FATBP) outstanding.

The executive additions and financial announcements referenced above are obviously in support of the management’s announced intention of adding, within a matter of months, to their seven franchised restaurant brands.

Roger Lipton