FBYD 8-K
Falcon's Beyond Global, Inc. (FBYD)
acces
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
Title of each class |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2025, Falcon’s Beyond Global, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. The full text of the Company’s press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: November 14, 2025 |
FALCON’S BEYOND GLOBAL, INC. |
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By: |
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/s/ Bruce A. Brown |
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Name: |
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Bruce A. Brown |
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Title: |
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Chief Legal Officer and Corporate Secretary |
3
Exhibit 99.1
Falcon’s Beyond Reports Third Quarter 2025 Financial Results
Company Strengthens Balance Sheet Through $28.7 Million Preferred Stock Issuance, Including $20.7 Million Debt-to-Equity Exchange
Company Reports Consolidated Revenue of $4.1 Million
Company's Unconsolidated Subsidiary, Falcon's Creative Group
generated Q3 Revenue of $5.7 Million
Company's Unconsolidated Joint Venture, Producciones de Parques generated Q3 revenue of $11.2 Million from continuing operations
Orlando, FL (November 14, 2025) — Falcon’s Beyond Global, Inc. (Nasdaq: FBYD) (“Falcon’s Beyond”, “Falcon’s” or the “Company”), a visionary leader in innovative and immersive storytelling through its divisions Falcon’s Creative Group (“FCG”), Falcon’s Beyond Destinations (“FBD”), and Falcon’s Beyond Brands (“FBB”) today reported its financial results for the third quarter of fiscal year 2025 ended September 30, 2025.
Third Quarter 2025 Financial Results
Revenue:
Net Income:
EBITDA:
Other Business Highlights
“During the first three quarters of 2025 we have focused on strengthening our balance sheet, divesting non-core assets, and reallocating capital resources toward our highest-growth divisions,” said Cecil D. Magpuri, Chief Executive Officer of Falcon’s Beyond.
“This quarter’s successful capital restructuring has provided the dedicated working capital required to accelerate the
integration and expansion of Falcon’s Attractions. Building on early momentum in our attraction services and support business, this division is well-positioned to secure significant new contracts for world-class attractions in the near term.
At the same time, we anticipate the opportunity for our FCG division to double its revenues over the next twelve months. To meet growing demand from our largest customers, we are rapidly scaling our workforce and infrastructure. Our unwavering focus remains on operational integration, cost discipline, and delivering sustainable value for our shareholders as we continue executing on our long-term growth vision.”
About Falcon’s Beyond
Falcon’s Beyond is a visionary innovator in immersive storytelling, sitting at the intersection of three potential high growth business opportunities: content, technology, and experiences. Falcon’s Beyond propels intellectual property (IP) activations concurrently across physical and digital experiences through three core business units:
Falcon’s Beyond also invents immersive rides, attractions, and technologies for entertainment destinations around the world.
FALCON’S BEYOND and its related trademarks are owned by Falcon’s Beyond.
Falcon’s is headquartered in Orlando, Fla. Learn more at falconsbeyond.com.
Falcon’s Beyond may use its website as a distribution channel of material Company information. Financial and other important information regarding the Company is routinely accessed through and posted on our website at https://investors.falconsbeyond.com.
In addition, you may automatically receive email alerts and other information about Falcon’s when you enroll your email address by visiting the Email Alerts section at https://investors.falconsbeyond.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, words such as “will,” “would”, and similar expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those expressed in or implied by the forward-looking statements, including (1) any failure to realize the anticipated benefits of the acquisition of OES, (2) risks related to legacy OES products and our ability to service such products, (3) the risk that the OES acquisition, integration of the OES personnel we hired, and efforts to grow Falcon’s Attractions disrupts our other operations, (4) our ability to grow current and future potential customer relationships, (5) our ability to sustain our growth, effectively manage our anticipated future growth, and implement our business strategies to achieve the results we anticipate, (6) our current liquidity resources raise substantial doubt
about our ability to continue as a going concern (7) impairments of our intangible assets and equity method investment in our joint ventures, (8) our ability to raise additional capital, (9) the closure of Katmandu Park DR and the repositioning and rebranding of our FBD business, (10) the success of our growth plans in FCG, (11) our customer concentration in FCG, (12) the timing of recognition of revenue from our contracted pipeline is difficult to predict with certainty and in some cases may extend over a number of fiscal years, (13) the risk that contractual restrictions relating to the Strategic Investment may affect our ability to access the public markets and expand our business, (14) the risks of doing business internationally, including in the Kingdom of Saudi Arabia, (15) our indebtedness, (16) our dependence on strategic relationships with local partners in order to offer and market our products and services in certain jurisdictions, (17) our reliance on our senior management and key employees, and our ability to hire, train, retain, and motivate qualified personnel, (18) cybersecurity-related risks, (19) our ability to protect our intellectual property, including the intellectual property purchased from OES, (20) our ability to remediate identified material weaknesses in our internal controls over financial reporting, (21) the concentration of share ownership and the significant influence of the Demerau Family and Cecil D. Magpuri, (22) the outcome of pending, threatened and future legal proceedings, (23) our continued compliance with Nasdaq continued listing standards, (24) risks related to our Up-C entity structure and the fact that we may be required to make substantial payments to certain unitholders under our Tax Receivable Agreement, and (25) the risks disclosed under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, and the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements herein speak only as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Use and Definition of Non-GAAP Financial Measure
We prepare our consolidated financial statements in accordance with US GAAP. In addition to disclosing financial results prepared in accordance with US GAAP, we disclose information regarding Adjusted EBITDA which is a non-GAAP measure. We define Adjusted EBITDA as net income (loss), determined in accordance with US GAAP, for the period presented, before net interest and expense, income tax expense, depreciation and amortization, transaction (credit) expenses related to the business combination, credit loss expense related to the closure of the Sierra Parima Katmandu Park, share of equity method investee’s gain on Tenerife Sale, impairment of PDP, impairment of Karnival, change in fair value of warrant liabilities, change in fair value of earnout liabilities, and gain on bargain purchase of OES Acquisition.
We believe that Adjusted EBITDA is useful to investors as it eliminates the non-cash depreciation and amortization expense that results from our capital investments and intangible assets recognized in any business combination and improves comparability by eliminating the interest expense associated with our debt facilities, and eliminating the change in fair value of warrant and earnout liabilities, which may not be comparable with other companies based on our structure.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are (i) it does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) it does not reflect changes in, or cash requirements for, our working capital needs, (iii) it does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements, (v) it does not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, and (vi) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
Media Relations: Toni Caracciolo, Falcon’s Beyond: [email protected]
Investor Relations: [email protected]
BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share and per share data)
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As of |
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(UNAUDITED) |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
4,257 |
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$ |
825 |
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Accounts receivable |
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2,818 |
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1,716 |
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Contract assets |
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1,464 |
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— |
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Other current assets |
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3,394 |
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1,593 |
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Total current assets |
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11,933 |
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4,134 |
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Investments and advances to equity method investments |
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48,725 |
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56,560 |
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Operating lease right-of-use assets |
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3,350 |
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— |
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Property and equipment, net |
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1,082 |
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24 |
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Intangible assets, net |
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1,119 |
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— |
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Other non-current assets |
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584 |
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513 |
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Total assets |
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$ |
66,793 |
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$ |
61,231 |
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Liabilities and stockholders’ equity (deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
7,075 |
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$ |
9,540 |
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Accrued expenses and other current liabilities |
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21,131 |
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25,870 |
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Contract liabilities |
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228 |
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— |
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Operating lease liability, current |
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440 |
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— |
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Short-term debt |
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8,203 |
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8,471 |
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Long-term debt, current |
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1,866 |
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1,759 |
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Total current liabilities |
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38,943 |
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45,640 |
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Operating lease liability, net of current portion |
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2,023 |
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— |
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Long-term debt, net of current portion |
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5,991 |
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30,977 |
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Warrant liabilities |
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— |
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4,711 |
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Total liabilities |
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46,957 |
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81,328 |
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Stockholders’ equity (deficit) |
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Equity (deficit) attributable to common stockholders |
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9,151 |
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(8,965 |
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Non-controlling interest |
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10,685 |
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(11,132 |
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Total equity (deficit) |
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19,836 |
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(20,097 |
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Total liabilities and equity |
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$ |
66,793 |
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$ |
61,231 |
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FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands of U.S. dollars, except share and per share data)
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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Revenue |
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$ |
4,054 |
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$ |
2,069 |
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$ |
8,311 |
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$ |
5,383 |
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Operating expenses: |
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— |
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— |
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Project design and build expense |
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1,408 |
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— |
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1,946 |
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— |
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Selling, general and administrative expense |
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6,174 |
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4,490 |
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19,114 |
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16,591 |
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Transaction (credit) expenses |
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(10 |
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— |
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(1,788 |
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7 |
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Credit loss expense |
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— |
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— |
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— |
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12 |
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Research and development expense |
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(2 |
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39 |
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199 |
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65 |
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Depreciation and amortization expense |
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168 |
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1 |
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212 |
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4 |
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Total operating expenses |
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7,738 |
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4,530 |
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19,683 |
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16,679 |
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Loss from operations |
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(3,684 |
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(2,461 |
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(11,372 |
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(11,296 |
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Share of (loss) gain from equity method investments |
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(6,840 |
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38 |
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14,944 |
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2,912 |
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Interest expense |
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(930 |
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(421 |
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(3,104 |
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(1,128 |
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Interest income |
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4 |
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4 |
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9 |
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10 |
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Change in fair value of warrant liabilities |
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— |
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676 |
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2,886 |
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(1,715 |
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Change in fair value of earnout liabilities |
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— |
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40,649 |
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— |
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172,271 |
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Foreign exchange transaction (loss) gain |
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(61 |
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816 |
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2,146 |
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298 |
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Gain on bargain purchase of OES Acquisition |
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1,098 |
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— |
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1,098 |
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— |
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Net (loss) income before taxes |
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$ |
(10,413 |
) |
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$ |
39,301 |
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$ |
6,607 |
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$ |
161,352 |
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Income tax benefit |
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1 |
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— |
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1 |
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1 |
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Net (loss) income |
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$ |
(10,412 |
) |
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$ |
39,301 |
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$ |
6,608 |
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$ |
161,353 |
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Net (loss) income attributable to noncontrolling interest |
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(6,038 |
) |
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33,432 |
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3,371 |
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137,081 |
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Net (loss) income attributable to common stockholders |
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(4,374 |
) |
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5,869 |
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3,237 |
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24,272 |
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Net (loss) income per share |
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Net (loss) income per share, basic |
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(0.13 |
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0.49 |
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0.07 |
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2.09 |
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Net (loss) income per share, diluted |
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(0.13 |
) |
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0.39 |
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0.04 |
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1.52 |
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Weighted average shares outstanding, basic |
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37,529,174 |
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12,079,955 |
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37,458,975 |
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11,640,446 |
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Weighted average shares outstanding, diluted |
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37,529,174 |
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12,303,698 |
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37,521,292 |
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11,888,103 |
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FALCON’S BEYOND GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands of U.S. dollars)
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Nine months ended |
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September 30, |
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September 30, |
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Cash flows from operating activities |
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Net income |
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$ |
6,608 |
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$ |
161,353 |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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212 |
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4 |
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Foreign exchange transaction gain |
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— |
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(261 |
) |
Share of gain from equity method investments |
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(14,944 |
) |
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(2,912 |
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Interest converted to preferred stock |
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441 |
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— |
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Credit loss expense |
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— |
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12 |
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Change in fair value of earnouts |
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— |
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(172,271 |
) |
Change in fair value of warrants |
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(2,886 |
) |
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|
1,715 |
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Share based compensation expense |
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1,214 |
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|
1,072 |
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Loss on sale of equipment |
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— |
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2 |
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Gain on bargain purchase of OES Acquisition |
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(1,098 |
) |
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— |
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Changes in assets and liabilities: |
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Accounts receivable |
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(1,068 |
) |
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|
441 |
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Contract assets |
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(1,464 |
) |
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— |
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Deferred transaction costs |
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|
588 |
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— |
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Other current assets |
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(319 |
) |
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36 |
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Other non-current assets |
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(1 |
) |
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(274 |
) |
Accounts payable |
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(2,495 |
) |
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|
854 |
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Accrued expenses and other current liabilities |
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(5,389 |
) |
|
|
1,471 |
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Contract liabilities |
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|
228 |
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|
|
— |
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Operating lease assets and liabilities |
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93 |
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— |
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Net cash used in operating activities |
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(20,280 |
) |
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(8,758 |
) |
Cash flows from investing activities |
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Purchase of property and equipment |
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(133 |
) |
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(9 |
) |
Proceeds from sale of equipment |
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2 |
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2 |
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Short-term advances to affiliate |
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(2,003 |
) |
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— |
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Distribution from equity method investment PDP |
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26,955 |
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— |
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OES Acquisition |
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(1,632 |
) |
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— |
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Net cash provided by (used) in investing activities |
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23,189 |
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(7 |
) |
Cash flows from financing activities |
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|
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Proceeds from issuance of Series B preferred stock |
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8,033 |
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|
|
— |
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Short-term advances from affiliates |
|
|
— |
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|
|
2,287 |
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Proceeds from debt – related party |
|
|
— |
|
|
|
7,221 |
|
Proceeds from debt – third party |
|
|
— |
|
|
|
1,250 |
|
Repayment of debt – related party |
|
|
(268 |
) |
|
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(2,297 |
) |
Repayment of debt – third party |
|
|
(1,491 |
) |
|
|
(1,344 |
) |
Proceeds from related party credit facilities |
|
|
1,769 |
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|
6,464 |
|
Repayment of related party credit facilities |
|
|
(5,384 |
) |
|
|
(5,392 |
) |
Proceeds from exercised warrants |
|
|
— |
|
|
|
111 |
|
Proceeds from RSUs issued to affiliates |
|
|
529 |
|
|
|
626 |
|
Settlement of RSUs |
|
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(420 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
2,768 |
|
|
|
8,926 |
|
Net increase in cash and cash equivalents |
|
|
5,677 |
|
|
|
161 |
|
Foreign exchange impact on cash |
|
|
(2,245 |
) |
|
|
(5 |
) |
Cash and cash equivalents at beginning of period |
|
|
825 |
|
|
|
672 |
|
Cash and cash equivalents at end of period |
|
$ |
4,257 |
|
|
$ |
828 |
|
Reconciliation of Non-GAAP Financial Measure (Unaudited)
The following table sets forth reconciliations of net income under US GAAP to Adjusted EBITDA for the following periods:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
||||
Net (loss) income |
|
$ |
(10,412 |
) |
|
$ |
39,301 |
|
|
$ |
6,608 |
|
|
$ |
161,353 |
|
Interest expense |
|
|
930 |
|
|
|
421 |
|
|
|
3,104 |
|
|
|
1,128 |
|
Interest income |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
(9 |
) |
|
|
(10 |
) |
Income tax benefit |
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
Depreciation and amortization expense |
|
|
168 |
|
|
|
1 |
|
|
|
212 |
|
|
|
4 |
|
EBITDA |
|
|
(9,319 |
) |
|
|
39,719 |
|
|
|
9,914 |
|
|
|
162,474 |
|
Transaction (credit) expenses |
|
|
(10 |
) |
|
|
— |
|
|
|
(1,788 |
) |
|
|
7 |
|
Credit loss expense related to the closure of the Sierra Parima Katmandu Park |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
|
Share of equity method investee's gain on Tenerife Sale |
|
|
(264 |
) |
|
|
— |
|
|
|
(30,019 |
) |
|
|
— |
|
Impairment of PDP |
|
|
— |
|
|
|
— |
|
|
|
5,332 |
|
|
|
— |
|
Impairment of Karnival |
|
|
3,005 |
|
|
|
— |
|
|
|
3,005 |
|
|
|
— |
|
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
(676 |
) |
|
|
(2,886 |
) |
|
|
1,715 |
|
Change in fair value of earnout liabilities |
|
|
— |
|
|
|
(40,649 |
) |
|
|
— |
|
|
|
(172,271 |
) |
Gain on bargain purchase of OES Acquisition |
|
|
(1,098 |
) |
|
|
— |
|
|
|
(1,098 |
) |
|
|
— |
|
Adjusted EBITDA |
|
$ |
(7,686 |
) |
|
$ |
(1,606 |
) |
|
$ |
(17,540 |
) |
|
$ |
(8,063 |
) |