Earnings Transcript for FAT - Q4 Fiscal Year 2022

Operator: Good afternoon, ladies and gentlemen and thank you for standing by. Welcome to the FAT Brands Inc. Fourth Quarter and Fiscal Year 2022 Earnings Conference Call. At this time, all participants have been placed in a listen-only mode. Please note that this conference is being recorded today, February 22, 2023. On the call from FAT Brands are President and Chief Executive Officer, Andy Wiederhorn; and Chief Financial Officer, Ken Kuick. This afternoon, the company made its fourth quarter and fiscal year 2022 financial results publicly available. Please refer to the earnings release and earnings complement, both of which are available in the Investors section on the website at www.fatbrand.com -- apologies, www.fatbrands.com. Each contain additional details about the fourth quarter which closed on December 21, 2022. But before we begin, I must remind everyone that part of the discussion today will include forward-looking statements. These forward-looking statements are not guarantees of future performance and therefore, undue reliance should not be placed on them. Actual results may differ materially from those indicated by these forward-looking statements due to a number of risks and uncertainties. The company does not undertake to update these forward-looking statements at a later date. For a more detailed discussion of the risks that could impact future opening, operating results and financial conditions, please see today's earnings release and recent SEC filings. During today's call, the company will discuss non-GAAP financial measures which we believe can be useful in evaluating its performance. The presentation of this additional information should not be considered in isolation nor as a substitute for results prepared in accordance with GAAP. Reconciliations to comparable GAAP measures are available in today's earnings release. I would now like to turn the call over to Mr. Andy Wiederhorn, President and Chief Executive Officer. Please go ahead, sir.

Andy Wiederhorn: Thank you, operator and hello, everyone. 2022 was a big year for Fat Brands as we continue to execute on our growth and integration strategies. I would like to express my sincere appreciation to our teams, franchisees and their employees who helped us close a record-breaking year. It is due to their hard work and dedication that we move forward with confidence and execute the incredible growth opportunity that lies ahead for Fat Brands. What was once in 2003, just Fatburger has now transformed itself into a 17-concept portfolio with a strong worldwide presence. We ended fiscal year 2022 with over 2,300 locations open or under construction across more than 40 countries. We currently have over 750 franchise partners with nearly half serving as multi-unit operators, operating anywhere from 2 to 75 restaurants. To close the year, we received the prestigious honor of Public Company of the Year from the Los Angeles Business Journal and Fatburger was ranked as the number one burger in the U.S.A. by a Los Angeles Times food contributing writer. Pretty cool. Turning to fiscal year 2022. We grew total revenue over 240% to $407.2 million from $118.9 million in the prior year. For fiscal year 2022, system-wide sales increased 108% to $2.2 billion. We leveraged this strong top line growth into an almost 320% increase in adjusted EBITDA, ending 2022 with $88.8 million in adjusted EBITDA. Now moving on to our most recent fourth quarter performance. Total revenue grew 40% in the fourth quarter of 2022 to $103.8 million compared to $74.2 million in the fourth quarter of 2021. The increase in total revenue was a result of 3 acquisitions

Ken Kuick: Thanks, Andy. Our total revenue during the fourth quarter increased 40% to $103.8 million, reflecting revenue contributions from the acquisition of Twin Peaks in October of 2021 and the acquisitions of Fazoli's and Native Grill & Wings in December of 2021. And for ease, I'll refer to these as the fourth quarter 2021 acquisitions. Additionally, revenue benefited from the ongoing recovery from the negative effects of COVID-19 in the fourth quarter of last year. Costs and expenses increased to $136.4 million in the fourth quarter compared to $77 million in the year ago quarter, primarily due to the fourth quarter 2021 acquisitions. Included in cost and expenses, general and administrative expense increased to $39.1 million in the fourth quarter from $21.6 million in the prior year period, primarily related to the fourth quarter 2021 acquisitions, increased compensation costs related to our significant expansion, legal fees and a $16.1 million noncash reserve on claimed employee retention tax credits recorded during the quarter based on the governing accounting standard. Cost of restaurant and factory revenues increased to $61.7 million in the fourth quarter compared to $36.9 million in the prior year period, primarily related to the fourth quarter 2021 acquisitions, including the operations of the acquired company-owned restaurant locations. During the fourth quarter of 2022, we recognized $14 million of noncash trademark impairment, primarily resulting from the significantly increased interest rate environment and its inherent effect on our discounted future cash flow calculations. Depreciation and amortization expense increased to $6.9 million in the fourth quarter from $5.3 million in the year ago quarter, attributable to the fourth quarter 2021 acquisitions, including depreciation of acquired company-owned restaurants and the amortization of acquired intangible assets. Refranchising losses in the fourth quarter were $3.1 million and were comprised of restaurant costs and expenses net of food sales. Refranchising losses in the fourth quarter of the prior year, 2021, were $1 million and were comprised of $2.1 million of restaurant operating costs, net of food sales, partially offset by $1.1 million in net gains related to refranchised restaurants. Advertising expense was $11.6 million in the fourth quarter compared to $9.9 million in the prior year period. These expenses vary in relation to the advertising revenue and reflect advertising expenses related to the fourth quarter 2021 acquisitions, including company-owned restaurant locations and also an increase in customer activity. Other expense for the quarter was $24.2 million compared to $17.1 million in the year ago quarter and was primarily comprised of interest expense on our securitizations. Our income tax provision for the quarter was $14 million compared to a benefit of $200,000 in the prior year quarter, primarily driven by a $20.4 million noncash valuation allowance related to naked indefinite live tax credits. Net loss for the quarter was $70.8 million or $4.29 per diluted share compared to a net loss of $19.6 million or $1.38 per diluted share in the prior year quarter. On an as adjusted basis, our net loss was $43 million or $2.60 per diluted share compared to $16.5 million or $1.16 per diluted share in the prior year quarter. And turning to cash flows. It's worth noting that our $70.8 million net loss for the quarter included a $20.4 million noncash valuation allowance on naked indefinite-lived tax credits; a $16.1 million noncash reserve on claimed employee retention tax credits; a $14 million noncash trademark impairment charge; $6.9 million of noncash depreciation and amortization; $4.8 million of nonrecurring litigation expense; $1.6 million of noncash share-based compensation; and $800,000 of noncash lease expense. And the total of the noncash items portion of this and our net loss was $59.8 million. And with that, Judith, please open the line for questions.

Operator: [Operator Instructions] The first question comes from Joe Gomes of NOBLE Capital.

Joe Gomes: I want to start out, Andy. If I'm looking at the full year, you came in a little bit above revenues and you're talking about a $400 million revenue run rate. And -- but on EBITDA, you came in a little bit lower than your $90 million, $95 million rate for the year, modestly below admittedly. But you also had thought the fourth quarter EBITDA number would be similar to the third quarter. Third quarter came in a little over 24 [ph]. This quarter, you came in a little under 20 [ph]. Just wondering maybe give a little detail on the adjusted EBITDA number would cause it to come in a little bit below expectations.

Andy Wiederhorn: You bet. It's a good question. And not something that we're entirely happy about but I think we're aware of it and have addressed it. And it really comes down to a few things. We have some stores that slipped into Q1 that didn't get open in Q4, particularly a couple of Twin Peaks lodges that slipped into Q1. And that affects some of our opening revenues. And that's really from permitting and construction delays that have just been annoying all year. Hard to understand how everyone was work from home and then back to work and yet the government wasn't laying off people and yet we've had all these delays with construction permits in different towns. So that's been 1 contributor. We also saw margin compression on our company-owned stores with Fazoli's. And we saw some margin compression at our factory and our manufacturing business, both of which we reacted to quickly with additional price increases to maintain our margin but there's a slight lag effect to get that in place each time. And so we felt like we lost a little bit of money at the factory, a little bit of money operating the company-owned stores than we wanted to in terms of less margin and then the delay from those new store openings. It's really those 3 items that mostly affected.

Joe Gomes: Okay. And on the manufacturing facility utilization, you've talked about that basically since you acquired the facility. The Nestle's acquisition is slightly bringing up facility utilization. But you've also talked about the program. I think now I can't remember exactly when you hired the person to come in to really oversee those efforts. Any kind of timing that you might look at and saying, hey, we've got some stuff that's really close or in the next quarter or 2 that we think are going to help start to increase that utilization to the 50% or 60% level.

Andy Wiederhorn: Yes. It's a really good question. It also is very strategic for us because we think that, that factory has tremendous value. We think that longer term, call it, 24 months or so, that actually could create a massive liquidity event for us in some sort of a sale or something to that effect and that would pay down a lot of debt, delever us. And we really have the opportunity to grow EBITDA before that at the factory to get a big number. We are deep in the weeds on negotiating third-party manufacturing opportunities for the factory. That's why I referenced it in my remarks earlier. And I expect that by Q2, we'll be able to report that we have some third-party manufacturing going on that's utilizing excess capacity. And even more importantly and opportunistically, we have expanded our distribution of the cookie dough and pretzel mix and other dessert mix items, like brownie mix, to many more of our restaurants in the portfolio, probably another 700 restaurants. And that will, over Q2 and over Q3, including the distribution of ovens to restaurants that need ovens to bake the cookies, some of them already have ovens, like the Round Table Pizza and Fazoli's but some of the burger brands do not. So distributing ovens to all of the franchisees and distributing cookie doughs so they can make hot fresh cookies and serve them in the restaurants, that will generate significant additional dough and other dessert item sales and use up some of that capacity. So we're all over it. It's taken a while to get it figured out. And now we're in the middle of implementing it, shipping ovens and training. And we expect to roll that out over the rest of Q1 and during Q2, in addition to that third-party manufacturing. So the factory is very, very busy and all of the things we've been talking about in the factory that are happening right now and over Q2 and Q3, we look forward to reporting that to shareholders so they can follow it closely.

Joe Gomes: Okay. Great. And then when you're reading through the release and you talked about some of the expenses in G&A and Ken did a great job of going over those. But one of the things you call out in the press release is the cost of pending litigation and government investigations. Is there any update there that you can provide on those?

Andy Wiederhorn: Well, you -- as has been said before, SEC investigations are never good for shareholders just because of the cost. And we are -- we made significant progress in terms of responding to the inquiries that we received related to the government investigation. I don't think that there's much more to respond to. I think that, hopefully, we'll be able to see some sort of resolution as we finish the year. These things go slow. They can take years, as you know. But hopefully, we'll see the legal expenses shrink here significantly. We do have opportunities for insurance defense coverage and recovery for some of these things but none of that is reflected in our financials. We haven't seen insurance companies write checks yet, although we firmly believe that we're covered under our policies. And we are pursuing recovery against those carriers. So you know how that goes sometimes where you have to actually file an action or commence arbitration and mediation to get coverage. We've done all of those things. And we think that we'll move it along nicely because there's also -- it's not just the government investigation. We also have 2 derivative cases outstanding. Remember, in Q3 of last year, we settled 1 shareholder class action case which was good to get behind us to save further legal fees. But we've had plenty of discovery and things like that in the 2 derivative cases. We hope that those cases will be resolved during this calendar year and to get all this legal expense to go away once and for all.

Joe Gomes: That would be great. And also looking at some of the tables in the relief, bad debt expense increased significantly quarter-over-quarter. What -- hopefully, some of those other line item that [indiscernible].

Andy Wiederhorn: Sure. So bad debt expense is really the reserve for the employee retention tax credit. These are credits that we filed for in our tax returns. We've received a significant portion of the money already and expect to receive the rest of the money. But given the accounting literature is not very clear on how and when you can book this, ultimately, we've been very conservative and reserved 100% for these credits. So it's odd that we've received the money in most cases and yet we fully reserve for it but that's what that is. It's not actual -- or any significant amount of that it's not actually franchisees not paying their bills. It's just the reserve for the tax credits. And the other thing is like we have the impairment loss and we have the income tax provision. Those are noncash items. The income tax provision is literally a mismatch of the timing of the amortization of assets or amortization of liabilities and it's not something where we write a check. It's just a reserve, if you will, a deferred tax liability. And impairment is the same thing. You take impairment. Unfortunately, if the interest rate environment moves against you, you have to take impairment and it's related to your cost of financing essentially but -- and your valuation but it's noncash and it's not something you write a check for. So as Ken said, approximately $60 million of the $70 million of loss for the quarter was all noncash.

Joe Gomes: Right. Right. Exactly. Okay. And one more for me, if I may. You mentioned again that looking at the rerating and, hopefully, refinancing of some of the debt and also the pay -- the payoff of the paydown the series preferred, any timing on when those things might occur?

Andy Wiederhorn: Well, I think that it's just a little bit subject to market conditions and how things are going. It's not easy to accomplish refinancing in an upward rising rate environment where rates have moved 375 basis points already from where we locked this in. So I mean everyone knows that we have 30-year nonrecourse securitized debt that is fixed rate. So those rates in 2021 that were fixed look pretty good today compared to the current environment. Yet we have bondholders who would like to see us refinance some of that debt and create liquidity there and we are doing our best to do that and expect that we'll figure something out along those lines for some of that debt in the coming quarter or 2. We just can't guarantee it, of course. But we don't have a gun to our head. We don't have to do that. This debt is set up for a long time before it really amortizes at any significant level. So we'll see a 1% increase at the end of the summer and a 2% amortization. Those are annual numbers that would kick in. But even amortization is paying down principal. That's not an expense. And 1% increase is nothing compared to where rates are today. So we want to work constructively with the bondholder community to make this work for them and make this work for the company and we're meeting with them in the coming days to try to hammer that out. On the preferred side of things, one sort of follows the other. We need to understand where the refinancing opportunities lie and what works for the bondholder community and then it will enable us to address repurchasing or redeeming the remaining preferred. Everyone in 2021, when we were on our acquisition binge and making and issuing securitizations to fund those which was very novel to use securitization facilities for acquisition financing, everyone expected that the equity markets would remain robust in early '22. And the interest rate environment at that time was going to be solid also and not be moving so dramatically against us. And so we thought we would issue equity in the first half of 2022 and redeem that preferred and maybe then get the refinancing done in the summer of 2022. And of course, the world changed. We're very fortunate that we have 30-year fixed rate debt. I mean that's -- at a 2021 level which we thought was a little bit higher then, now looks pretty darn good. So we want to make this work for the bondholder community and so we're dedicated to attempting to do that but that's sort of the history of it. It's not that anybody isn't doing what they said they were going to do. It's that rates change so much. It just shook everybody to the core of how do you fix this now. And the bigger picture, as you know from your coverage, is that we really have some crown jewels in our portfolio that pay off all the debt over a relatively short period of time. This manufacturing business at 1/3 capacity, if we grow at $15 million of EBITDA, if we grow it to 2/3, or $30 million of EBITDA or whatever, that thing's worth $300 million or $400 million. It's a huge paydown of our debt facility and would really go a long way to delevering, in addition to all the organic growth we have. And then finally, the Twin Peaks franchise, again, just hitting the ball out of the park. Some construction delays but margins are solid growth, a solid franchise commitment to build new locations 20 stores last year, another -- or sorry, 16 stores in the last 14 months, another approximately 20 stores in the next 12 months and another 20 stores after that. I mean that takes that brand materially upwards in scale. And that brand could be a $700 million to $1 billion brand in a number of years. And so with that opportunity, that would clean up all the rest of the debt in a few years. So we really have some key liquidity events out there 2 years, 3 years, 5 years that are very interesting to shoot for and that's really what we're focused on right now. We don't feel compelled to want to buy another brand because we have so many great bands and we have so much pipeline already out there at additional stores signed up, paid for, ready to be opened by the franchise groups that only if it makes strategic sense to drive the manufacturing facility or to drive the sports lodge business are we going to really make an acquisition that's material. And it doesn't mean there aren't little bolt-on things here or there that makes sense. Like I said, we don't have a salad concept or a coffee concept or a sandwich concept. That would be good to have in the portfolio but not something that's critical right now and not something in this interest rate environment that we feel compelled to borrow money at a higher rate. We want to delever right now and not increase our leverage. And unless it's very strategic, we're going to execute by growing out that pipeline organically first.

Joe Gomes: Thanks, Andy. I really am excited to see how '23 unfolds for the company.

Operator: The next question comes from Greg Fortano [ph] who is a private investor.

Unidentified Analyst: All right. A couple of questions. So Joe asked a question earlier, you gave the reasons why the EBITDA was lower. Have all those been resolved? So in the next quarter going forward, we'll see higher numbers? Higher EBITDA?

Andy Wiederhorn: We expect that the margins will show improvement at Fazoli's and at the manufacturing facility. We've taken price increases. And they're in full effect for Q1 so that we're not -- there's a lag effect there. So we're looking forward to that. On the new store opening side, we'll get 2 stores open at Twin Peaks and we have a whole bunch of stores we'll get 60 or 65 -- 50 to 60 stores, sorry, of new store openings across the entire portfolio. So I think that we've addressed that. And there's always seasonality. There's weather, things like that, that affect it quarter-to-quarter. We don't think that we'll have some of those issues we had before in Q4.

Unidentified Analyst: Okay. Can you tell me what -- or tell us what the cash on hand is at this point?

Andy Wiederhorn: It will be reflected in the balance sheet in our 10-K that we file in 2 days but there's plenty of cash on hand.

Unidentified Analyst: Okay. Are you prepared at this time to give a EBITDA estimate for 2023?

Andy Wiederhorn: We're not giving guidance for 2023 just given the inflationary environment. We hope that it's certainly going to be in line or exceed the 2022 numbers but we're not giving a specific number yet. Just too much economic uncertainty out there. And we want to know where the refinancing effort comes out.

Unidentified Analyst: Okay. As far as refinancing, it sounds like -- what -- I know the bondholders want you to do it but why would we want to do it? I haven't heard you or anything in this conversation that would give us a reason to have our rates go up more than 1% that they bill automatically.

Andy Wiederhorn: Yes. No, it's a delicate partnership with bondholders who want to see liquidity in their portfolio positions. We want to try to get these bonds rated, either the existing bonds or new bonds. Creating -- getting a rating on your bonds creates tremendous liquidity for investors. And that's something that ultimately drives the cost down significantly. So that's important to do if we can do it. But it's only worth so much, right? There's deal expenses. There's change in rates and there's change in terms and things like that. So it's got to be the right deal for us. The -- as we talked about, the 1% increase in rates isn't so painful compared to what current rates are. But that doesn't mean that the -- a current refinancing has to be priced where current rates for a new deal is just because they're existing holders. So there's all kinds of things we could do to modify the existing structure. We'd like to avoid, today, the 2% amortization but we're prepared to make it if we need to make it and we believe we have adequate cash flow to do so. So I feel like we're in the right position. If we can create liquidity, we can generate more runway. This is sort of a -- we want to make sure we have plenty of runway to build out that pipeline and fill up that factory to create a liquidity event. And so that's a couple of years. So we want to make sure we have a really good line of sight for a couple of years because none of us know how far up are we going to hike rates, how bad that's going to impact demand and we're not seeing it yet. Consumers are still flocking to the restaurant. Sales are positive. Sales year-to-date are very positive, high single digits. So that's in aggregate across all the brands. So we're really happy with business. But we want to be prepared just in case the consumer falls off the edge of a cliff or something else goes on, we want to make sure we have tons of liquidity. And so that is relevant and our bondholders are very supportive of us and we want to try to be supportive for them but it can't be at a ridiculous cost.

Unidentified Analyst: Okay. Two more quick ones. So I think you just said it but just to confirm, comp store sales for -- in the aggregate for the -- so far from the first quarter are up high single digits?

Andy Wiederhorn: Yes.

Unidentified Analyst: Okay. Last question. So corporate America seems to be downside in front -- the overhead and expenses for the company have been -- setting up their views. Do you have any plans or any ability to cut some overhead in the corporate structure?

Andy Wiederhorn: Yes, you're always looking at your overhead structure, right? It's something that you have to do every year. And we've identified a few areas where we could make some changes. And we'll make some changes this quarter to establish some material savings from our annual adjusted EBITDA or quarterly adjusted EBITDA. So yes, that is underway today. And it's not huge but it's meaningful. And it's -- you just have to look at do we over hire? Are we getting the execution that we want or the synergies that we want? And is it working at every level? And there's always opportunity to change that. So we are all over it like everyone else is and it is a Q1 agenda item.

Unidentified Analyst: Okay. Looking forward to a good '23. Take care.

Andy Wiederhorn: Thank you.

Operator: Thank you. Ladies and gentlemen, we have reached the end of the question-and-answer session. I will now turn the call over to Mr. Andy Wiederhorn for closing remarks.

Andy Wiederhorn: Operator, thank you. And I want to thank all of you for joining us and hope that you all have a great afternoon or a great evening. And anyone, feel free to follow up again if you have additional questions. Thank you. This concludes the call, operator.

Operator: Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for your participation and you may now disconnect your lines.