fat-20250629

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38250

FAT Brands Inc.

(Exact name of registrant as specified in its charter)


Delaware						82-1302696
(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, including zip code)

(310) 319-1850

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

FAT

The Nasdaq Stock Market LLC

Class B Common Stock, par value $0.0001 per share

FATBB

The Nasdaq Stock Market LLC

Series B Cumulative Preferred Stock, par value $0.0001 per share

FATBP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x

As of July 28, 2025, there were 16,614,400 shares of Class A common stock and 1,270,805 shares of Class B common stock outstanding.

Table of Contents

FAT BRANDS INC.

QUARTERLY REPORT ON FORM 10-Q

June 29, 2025

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION (Unaudited)	3
Item 1.	Condensed Consolidated Financial Statements	3

	FAT Brands Inc. and Subsidiaries:
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

SIGNATURE		29

Table of Contents

PART I — FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAT BRANDS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 29, 2025		December 29, 2024
			Audited
Assets
Current assets
Cash	$	7,648	$	23,383
Restricted cash	25,784		25,239
Accounts receivable, net	16,111		19,422
Inventory	7,729		8,420
Assets classified as held-for-sale	—		370
Other current assets	13,779		11,200
Total current assets	71,051		88,034
Non-current restricted cash	10,488		18,767
Operating lease right-of-use assets	196,000		198,091
Goodwill	285,337		285,337
Other intangible assets, net	587,894		595,689
Property and equipment, net	89,837		97,390
Other assets	7,153		5,870
Total assets	$	1,247,760	$	1,289,178

Liabilities and Stockholders' Deficit
Liabilities
Current liabilities
Accounts payable	$	42,489	$	38,725
Accrued expenses and other liabilities	79,898		68,084
Deferred income, current portion	2,200		2,275
Accrued advertising	6,484		5,307
Accrued interest payable	34,887		24,837
Dividend payable on preferred shares	4,429		1,389
Liabilities related to assets classified as held-for-sale	—		393
Operating lease liability, current portion	15,756		16,229
Redeemable preferred stock	91,836		91,836
Long-term debt, current portion	57,702		49,241


Total current liabilities	335,681		298,316

Deferred income, net of current portion	19,371		20,347
Deferred income tax liabilities, net	14,584		13,772
Operating lease liability, net of current portion	198,941		200,132
Long-term debt, net of current portion	1,218,217		1,208,997
Other liabilities	4,166		3,326
Total liabilities	1,790,960		1,744,890

Commitments and contingencies (Note 13)

Table of Contents



Stockholders’ deficit
Preferred stock and additional paid-in-capital, $0.0001 par value; 15,000,000 shares authorized; 4,493,582 shares issued and outstanding at June 29, 2025 and 3,591,706 shares issued and outstanding at December 29, 2024; liquidation preference $25 per share	41,461		40,837
Class A common stock and Class B common stock and additional paid-in capital as of June 29, 2025: $0.0001 par value per share; 51,600,000 shares authorized (Class A 50,000,000, Class B 1,600,000); 17,885,205 shares issued and outstanding (Class A 16,614,400, Class B 1,270,805). Common stock and additional paid-in capital as of December 29, 2024: $0.0001 par value; 51,600,000 shares authorized; 17,254,683 shares issued and outstanding (Class A 15,983,878, Class B 1,270,805)	(24,357)		(37,925)
Accumulated deficit	(553,563)		(458,624)
Stockholders’ deficit attributable to FAT Brands Inc.	(536,459)		(455,712)
Non-controlling interest	(6,741)		—
Total stockholders' deficit	(543,200)		(455,712)
Total liabilities and stockholders' deficit	$	1,247,760	$	1,289,178

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

FAT BRANDS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 29, 2025		June 30, 2024		June 29, 2025		June 30, 2024

Revenue
Royalties	$	22,169	$	23,318	$	43,942	$	45,265
Restaurant sales	102,388		107,410		201,803		213,348
Advertising fees	9,667		10,065		19,431		19,861
Factory revenues	10,250		9,636		19,061		19,110
Franchise fees	1,124		1,113		2,314		2,594
Other revenue	1,238		498		2,304		3,829
Total revenue	146,836		152,040		288,855		304,007

Costs and expenses
General and administrative expense	44,415		29,558		77,458		59,563
Cost of restaurant and factory revenues	98,050		100,113		194,147		199,163
Depreciation and amortization	8,382		10,246		18,773		20,440
Refranchising (gain) loss	(9)		175		(31)		1,683

Advertising fees	11,548		14,651		22,624		27,243
Total costs and expenses	162,386		154,743		312,971		308,092

Loss from operations	(15,550)		(2,703)		(24,116)		(4,085)

Other (expense) income, net
Interest expense	(34,952)		(29,586)		(66,396)		(59,209)
Interest expense related to preferred shares	(4,417)		(4,417)		(8,835)		(8,835)
Net (loss) gain on extinguishment of debt	—		—		(151)		427
Other income (loss), net	7		(752)		44		(548)
Total other expense, net	(39,362)		(34,755)		(75,338)		(68,165)

Loss before income tax provision	(54,912)		(37,458)		(99,454)		(72,250)

Income tax provision	(457)		(1,901)		(2,226)		(5,425)

Net loss	(55,369)		(39,359)		(101,680)		(77,675)

Less: Net loss attributable to non-controlling interest	(1,181)		—		(1,523)		—

Net loss attributable to FAT Brands Inc.	$	(54,188)	$	(39,359)	$	(100,157)	$	(77,675)

Net loss attributable to FAT Brands Inc.	$	(54,188)	$	(39,359)	$	(100,157)	$	(77,675)
Dividends on preferred shares	(2,310)		(1,920)		(4,541)		(3,801)
	$	(56,498)	$	(41,279)	$	(104,698)	$	(81,476)

SEC Form 10-Q filed by FAT Brands Inc.