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fat Brands Inc.0001705012FALSE00017050122022-10-202022-10-200001705012fat:ClassACommonStockMember2022-10-202022-10-200001705012fat:ClassBCommonStockMember2022-10-202022-10-200001705012fat:SeriesBCumulativePreferredStockMember2022-10-202022-10-200001705012fat:WarrantsToPurchaseCommonStockMember2022-10-202022-10-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2022
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware 001-38250 82-1302696
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA
(Address of Principal Executive Offices)
90212
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (310) 319-1850
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 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
Warrants to purchase Class A Common Stock FATBW The Nasdaq Stock Market LLC
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 October 20, 2022, FAT Brands Inc. (the “Company”) issued a press release announcing its financial results for the thirteen- week and thirty-nine week periods ended September 25, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The Company also hosted a conference call on October 20, 2022 in which the financial results were discussed. A replay is available until Thursday, October 27, 2022 and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 13733381.
The webcast is available at www.fatbrands.com under the “Investors” section.
Item 7.01 Regulation FD Disclosure.
On October 20, 2022, the Company provided supplemental financial information to be used in its earnings presentation for the thirteen-week and thirty-nine week periods ended September 25, 2022 on its website at https://ir.fatbrands.com/events-and-presentations/default.aspx. A copy of the earning supplement is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 and 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
    



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FAT Brands Inc.
Date: October 20, 2022 /s/ Kenneth J. Kuick
Kenneth J. Kuick
Chief Financial Officer

EX-99.1 2 fat-20223qearningsreleasee.htm EX-99.1 Document
Exhibit 99.1
image_0.jpg
FAT BRANDS INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS
Conference call and webcast today at 5:00 p.m. ET
LOS ANGELES (October 20, 2022) – FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”) today reported fiscal third quarter 2022 financial results for the 13-week period ending September 25, 2022.
Andy Wiederhorn, President and CEO of FAT Brands, commented, “We are impressed with the strong performance FAT Brands experienced in the third quarter as evidenced by our robust unit development and profitable revenue growth. Our sales resilience is a testament to our diverse portfolio of brands with average checks ranging from approximately $8 to $37.”

“Our organic growth strategy remains strong with 38 store openings in the third quarter. This week, we are set to surpass 100 openings for the year and remain on track to open 125 new restaurants in 2022, a new milestone for FAT Brands. Looking ahead to 2023, we plan to continue this robust unit growth with over 130 units slated to open. Additionally, during the third quarter, we signed 180 new franchise agreements bringing our total pipeline to over 1,000 new locations which is expected to represent a 60% increase in EBITDA over the next several years.”

“We are also extremely impressed with how our 2021 acquisitions have seamlessly fit into our portfolio and the demand we are experiencing for them from our franchisee base. We will continue to evaluate strategic acquisitions, particularly, brands that fit within our current operations that have a proven track record of long-term, sustainable and profitable operating performance or that provide us with the opportunity to expand our factory business.”

“We also continue to work on reducing our cost of capital. To that end, we expect to redeem shares of our Series B Cumulative Preferred Stock in the coming weeks. This will yield significant cash flow savings as our securitization facility, which will fund the transaction, has a lower cost of capital than the preferred share dividend rate.”

Fiscal Third Quarter 2022 Highlights
•Total revenue improved 247% to $103.2 million compared to $29.8 million in the third quarter of 2021
◦System-wide sales growth of 57% in the third quarter of 2022 compared to the prior year quarter
◦Year-to-date system-wide same-store sales growth of 7.0% in the third quarter of 2022 compared to the prior year
◦38 new store openings during the third quarter of 2022
•Net loss of $23.4 million, or $1.42 per diluted share, compared to $3.6 million, or $0.26 per diluted share, in the third quarter of 2021
•Adjusted EBITDA(1) of $24.6 million compared to $7.2 million in the third quarter of 2021
•Adjusted net loss(1) of $16.3 million, or $0.98 per diluted share, compared to $2.3 million, or $0.16 per diluted share, in the third quarter of 2021
(1)EBITDA, Adjusted EBITDA and adjusted net loss are non-GAAP measures defined below, under “Non-GAAP Measures”. Reconciliation of GAAP net loss to EBITDA, adjusted EBITDA and adjusted net loss are included in the accompanying financial tables.


Summary of Third Quarter 2022 Financial Results
Total revenue increased $73.5 million, or 247%, in the third quarter of 2022, to $103.2 million compared to $29.8 million in the same period of 2021. The increase reflects revenue from the acquisition of Global Franchise Group in July 2021, the acquisition of Twin Peaks in October 2021, the acquisitions of Fazoli's and Native Grill & Wings in December 2021 (collectively, the "2021 Acquisitions") and the continuing recovery from the negative effects of the COVID-19 pandemic on royalties from restaurant sales.
Costs and expenses increased $74.8 million, or 273%, in the third quarter of 2022 to $102.2 million compared to the same period in the prior year, primarily due to the 2021 Acquisitions.
General and administrative expense increased $18.2 million, or 172%, in the third quarter of 2022 compared to the same period in the prior year, primarily due to the 2021 Acquisitions, increased compensation costs, professional fees related to pending litigation and government investigations, and travel, reflecting the significant expansion of the organization.
Cost of restaurant and factory revenues totaled $55.3 million in the third quarter of 2022 and was related to the operations of the company-owned restaurant locations and the dough factory operated by Global Franchise Group associated with the 2021 Acquisitions.
Depreciation and amortization increased $4.5 million, or 190% in the third quarter of 2022 compared to the same period in the prior year, primarily due to depreciation of company-owned restaurant property and equipment and amortizing intangible assets related to the 2021 Acquisitions.
Refranchising losses in the third quarter of 2022 were $0.1 million and were comprised of restaurant costs and expenses, net of food sales. Refranchising gains in the third quarter of 2021 were $0.3 million and were comprised of $0.5 million in net gains related to refranchised restaurants, partially offset by $0.2 million in restaurant operating costs, net of food sales.
Advertising expenses increased $5.7 million in the third quarter of 2022 compared to the prior year period. These expenses vary in relation to advertising revenues and reflect advertising expenses related to the 2021 Acquisitions and the increase in customer activity as the recovery from COVID continues.
Total other expense, net for the third quarters of 2022 and 2021 was $23.9 million and $7.2 million, respectively, primarily comprised of net interest expense of $24.5 million and $7.2 million, respectively.
Adjusted net loss was $16.3 million, or $0.98 per diluted share, in the third quarter of 2022 compared to $2.3 million, or $0.16 per diluted share, in the third quarter of 2021.
Key Financial Definitions
New store openings - The number of new store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of stores openings has, and will continue to have, an impact on our results.
Same-store sales growth - Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year. For 2022, the comparable store base does not include concepts acquired during fiscal 2021.
System-wide sales growth - System wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period.


Conference Call and Webcast
FAT Brands will host a conference call and webcast to discuss its fiscal third quarter 2022 financial results today at 5:00 PM ET. Hosting the conference call and webcast will be Andy Wiederhorn, President and Chief Executive Officer, and Ken Kuick, Chief Financial Officer.
The conference call can be accessed live over the phone by dialing 1-877-704-4453 from the U.S. or 1-201-389-0920 internationally. A replay will be available after the call until Thursday, October 27, 2022, and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 13733381. The webcast will be available at www.fatbrands.com under the “Investors” section and will be archived on the site shortly after the call has concluded.
About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 17 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses and franchises and owns over 2,300 units worldwide. For more information, please visit www.fatbrands.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and operating results of the Company, estimates of future EBITDA, the timing and performance of new store openings, our expected redemption of Series B Cumulative Preferred Stock, our ability to conduct future accretive acquisitions, our pipeline of new store locations, and the recovery of our business from the COVID-19 pandemic. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.
Non-GAAP Measures (Unaudited)
This press release includes the non-GAAP financial measures of EBITDA, adjusted EBITDA and adjusted net loss.
EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors, and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP.
Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations.
Adjusted net loss is a supplemental measure of financial performance that is not required by or presented in accordance with GAAP. Adjusted net loss is defined as net loss plus the impact of adjustments and the tax effects of such adjustments. Adjusted net loss is presented because we believe it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net loss as presented may not be comparable to other similarly titled measures of other companies, and our presentation of adjusted net loss should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non-GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results.


Reconciliations of net loss attributable to FAT Brands Inc. presented in accordance with GAAP to EBITDA, adjusted EBITDA, and adjusted net loss are set forth in the tables below.
Investor Relations:
ICR
Michelle Michalski
ir-fatbrands@icrinc.com
646-277-1224
Media Relations:
Erin Mandzik
emandzik@fatbrands.com
860-212-6509
###

FAT Brands Inc. Consolidated Statements of Operations

Thirteen Weeks Ended Thirty-Nine Weeks Ended
(In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Revenue
Royalties $ 22,833  $ 13,742  $ 65,396  $ 24,800 
Restaurant sales 61,352  3,879  179,473  4,113 
Advertising fees 9,479  5,483  28,408  8,043 
Factory revenues 7,839  5,480  24,588  5,480 
Franchise fees 754  1,087  2,763  2,109 
Management fees and other income 965  90  2,782  148 
Total revenue 103,222  29,761  303,410  44,693 
Costs and expenses
General and administrative expense 28,751  10,589  74,188  20,214 
Cost of restaurant and factory revenues 55,257  7,133  159,901  7,377 
Depreciation and amortization 6,895  2,377  20,076  3,161 
Refranchising loss (gain) 122  (250) 1,123  (679)
Acquisition costs —  2,053  383  2,985 
Advertising fees 11,185  5,483  33,038  8,043 
Total costs and expenses 102,210  27,385  288,709  41,101 
Income from operations 1,012  2,376  14,701  3,592 
Other (expense) income, net
Interest expense (19,504) (7,072) (57,530) (11,939)
Interest expense related to preferred shares (4,967) (173) (11,681) (725)
Net loss on extinguishment of debt —  (13) —  (6,418)
Other income, net 538  64  3,919  189 
Total other expense, net (23,933) (7,194) (65,292) (18,893)
Loss before income tax expense (22,921) (4,818) (50,591) (15,301)
Income tax provision (benefit) 516  (1,183) 4,789  (3,303)
Net loss (23,437) (3,635) $ (55,380) (11,998)
Less: Net loss attributable to noncontrolling interest —  (14) —  (19)
Net loss attributable to FAT Brands Inc. $ (23,437) $ (3,621) $ (55,380) $ (11,979)
Basic and diluted loss per common share $ (1.42) $ (0.26) $ (3.37) $ (0.85)
Basic and diluted weighted average shares outstanding 16,528,327  14,144,857  16,441,555  14,094,772 
Cash dividends declared per common share $ 0.14  $ 0.13  $ 0.40  $ 0.39 







FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation
Thirteen Weeks Ended Thirty-Nine Weeks Ended
(In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Net loss attributable to FAT Brands Inc. $ (23,437) $ (3,621) $ (55,380) $ (11,979)
Interest expense, net 24,471  7,245  69,211  12,664 
Income tax provision (benefit) 516  (1,183) 4,789  (3,303)
Depreciation and amortization 6,895  2,377  20,076  3,161 
EBITDA 8,445  4,818  38,696  543 
Provision for bad debts 5,520  202  5,943  225 
Share-based compensation expenses 2,035  258  6,081  488 
Non-cash lease expenses 929  127  1,670  404 
Acquisition costs —  2,053  383  2,985 
Refranchising loss (gain) 122  (250) 1,123  (679)
Litigation costs 6,906  —  14,170  — 
Severance —  —  526  — 
Net loss related to advertising fund deficit (7) —  — 
Net loss on extinguishment of debt —  13  —  6,418 
Pre-opening expenses 602  —  602  — 
Adjusted EBITDA $ 24,552  $ 7,221  $ 69,197  $ 10,384 




FAT Brands Inc. Adjusted Net Loss Reconciliation
Thirteen Weeks Ended Thirty-Nine Weeks Ended
(In thousands, except share and per share data) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Net loss attributable to FAT Brands Inc. $ (23,437) $ (3,621) $ (55,380) $ (11,979)
Refranchising loss (gain) 122  (250) 1,123  (679)
Acquisition costs —  2,053  383  2,985 
Litigation costs 6,906  —  14,170  — 
Severance —  —  526  — 
Net loss on extinguishment of debt —  13  —  6,418 
Tax adjustments, net 158  (446) 1,534  (1,883)
Adjusted net loss $ (16,251) $ (2,251) $ (37,644) $ (5,138)
Loss per basic and diluted share $ (1.42) $ (0.26) $ (3.37) $ (0.85)
Adjusted loss per basic and diluted share $ (0.98) $ (0.16) $ (2.29) $ (0.36)
Weighted average basic and diluted shares outstanding 16,528,327  14,144,857  16,441,555  14,094,772 
(1)Reflects the tax impact of the adjustments using the effective tax rate for the respective periods

EX-99.2 3 fatbrands-earningssupple.htm EX-99.2 fatbrands-earningssupple
Q3 2022 EARNINGS SUPPLEMENT OCTOBER 20, 2022


 
LEGAL DISCLAIMER This Earnings Supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial performance and growth of the Company, the Company’s ability to open stores in the development pipeline, and the Company’s ability to conduct future accretive and successful acquisitions and integrate acquired brands. Forward-looking statements reflect the Company’s expectations concerning the future and are subject to significant business, economic and competitive risks, uncertainties and contingencies including, but not limited to, uncertainties surrounding the severity, duration and effects of the COVID-19 pandemic. These risks, uncertainties and contingencies are difficult to predict and beyond our control, and could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, including our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this Earnings Supplement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Earnings Supplement. 2


 
YTD Q3 2022 HIGHLIGHTS 3 166.9% Sales Growth (1) YTD Q3 2022 v YTD Q3 2021 System-Wide 7.0% SSS Growth (2) YTD Q3 2022 v YTD Q3 2021 System-Wide 100 New Store Openings YTD 2022 (3) $303.4mm Total Revenue YTD Q3 2022 $69.2mm Adj. EBITDA (4) YTD Q3 2022 $1,623.9mm System-Wide Sales YTD Q3 2022 (1) System-wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period. (2) Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year. For 2022, the comparable store base does not include concepts acquired during fiscal 2021. (3) New store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of store openings has, and will continue to have, an impact on our results. (4) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix.


 
Q3 2022 VS. Q3 2021 4 (1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. Royalties $13.7mm $22.8mm Q3 2021 Q3 2022 Systemwide Sales Revenue $29.8mm $103.2mm Q3 2021 Q3 2022 Adj. EBITDA (1) $7.2mm $24.6mm Q3 2021 Q3 2022 $349.8mm $548.2mm Q3 2021 Q3 2022


 
YTD Q3 2022 VS. YTD Q3 2021 5 (1) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. Royalties $24.8mm $65.4mm YTD Q3 2021 YTD Q3 2022 Systemwide Sales Revenue $44.7mm $303.4mm YTD Q3 2021 YTD Q3 2022 Adj. EBITDA (1) $10.4mm $69.2mm YTD Q3 2021 YTD Q3 2022 $608.4mm $1,623.9mm YTD Q3 2021 YTD Q3 2022


 
$19,887 $20,716 $20,574 $19,993 $20,285 $23,571 $23,758 $23,333 $23,291 $24,624 $24,590 Q1 Q2 Q3 Q4 2019 AWS 2021 AWS 2022 AWS AVERAGE WEEKLY SALES IMPROVEMENTS Average weekly sales in for domestic locations continue to outperform 6 (1) Represents average weekly sales for domestic locations that report sales on a weekly basis for all brands currently in the FAT portfolio, assuming brands were owned for the full historical period. Domestic Average Weekly Sales (1)


 
2023 STRATEGIC FOCUS 7 Accelerate the Build-Out of 1,000+ Unit Organic Pipeline of New Stores Drive Adj. EBITDA Growth Rate & Re-Issue Securitized Debt Q2 2023 = Create Substantive Liquidity Redeem $95mm of 8.25% Series B Preferred Stock Q2 2023 Grow Factory Production to Utilize ~60% Excess Capacity Realize Purchasing Savings from ~$600mm in Purchasing Power


 
APPENDIX


 
DEFINITIONS “EBITDA,” a non-GAAP measure, defined as earnings before interest, taxes, depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. “Adjusted EBITDA,” a non-GAAP measure, defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising gain or losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations. A reconciliation of net income presented in accordance with GAAP to EBITDA and adjusted EBITDA is set forth in the Appendix. “Adjusted net loss,” a non-GAAP measure, defined as net loss plus the impact of adjustments and the tax effects of such adjustments. Adjusted net loss is presented because we believe it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net loss as presented may not be comparable to other similarly titled measures of other companies, and our presentation of adjusted net loss should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non- GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results. Reconciliations of net loss attributable to FAT Brands Inc. presented in accordance with GAAP to EBITDA, adjusted EBITDA and adjusted net loss are set forth in the Appendix. “Same-store sales growth” or “SSS” a non-GAAP measure, reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year. For 2022, the comparable store base does not include concepts acquired during fiscal 2021. “System-wide sales growth,” a non-GAAP measure, reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period. I


 
CONSOLIDATED STATEMENT OF OPERATIONS II FAT Brands Inc. Consolidated Statements of Operations Thirteen Weeks Ended Thirty-Nine Weeks Ended (In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Revenue Royalties $ 22,833 $ 13,742 $ 65,396 $ 24,800 Restaurant sales 61,352 3,879 179,473 4,113 Advertising fees 9,479 5,483 28,408 8,043 Factory revenues 7,839 5,480 24,588 5,480 Franchise fees 754 1,087 2,763 2,109 Management fees and other income 965 90 2,782 148 Total revenue 103,222 29,761 303,410 44,693 Costs and expenses General and administrative expense 28,751 10,589 74,188 20,214 Cost of restaurant and factory revenues 55,257 7,133 159,901 7,377 Depreciation and amortization 6,895 2,377 20,076 3,161 Refranchising loss (gain) 122 (250) 1,123 (679) Acquisition costs — 2,053 383 2,985 Advertising fees 11,185 5,483 33,038 8,043 Total costs and expenses 102,210 27,385 288,709 41,101 Income from operations 1,012 2,376 14,701 3,592 Other (expense) income, net Interest expense (19,504) (7,072) (57,530) (11,939) Interest expense related to preferred shares (4,967) (173) (11,681) (725) Net loss on extinguishment of debt — (13) — (6,418) Other income, net 538 64 3,919 189 Total other expense, net (23,933) (7,194) (65,292) (18,893) Loss before income tax expense (22,921) (4,818) (50,591) (15,301) Income tax provision (benefit) 516 (1,183) 4,789 (3,303) Net loss (23,437) (3,635) $ (55,380) (11,998) Less: Net loss attributable to noncontrolling interest — (14) — (19) Net loss attributable to FAT Brands Inc. $ (23,437) $ (3,621) $ (55,380) $ (11,979) Basic and diluted loss per common share $ (1.42) $ (0.26) $ (3.37) $ (0.85) Basic and diluted weighted average shares outstanding 16,528,327 14,144,857 16,441,555 14,094,772 Cash dividends declared per common share $ 0.14 $ 0.13 $ 0.40 $ 0.39


 
CONSOLIDATED EBITDA & ADJ. EBITDA RECONCILIATION IV FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation Thirteen Weeks Ended Thirty-Nine Weeks Ended (In thousands) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Net loss attributable to FAT Brands Inc. $ (23,437) $ (3,621) $ (55,380) $ (11,979) Interest expense, net 24,471 7,245 69,211 12,664 Income tax provision (benefit) 516 (1,183) 4,789 (3,303) Depreciation and amortization 6,895 2,377 20,076 3,161 EBITDA 8,445 4,818 38,696 543 Provision for bad debts 5,520 202 5,943 225 Share-based compensation expenses 2,035 258 6,081 488 Non-cash lease expenses 929 127 1,670 404 Acquisition costs — 2,053 383 2,985 Refranchising loss (gain) 122 (250) 1,123 (679) Litigation costs 6,906 — 14,170 — Severance — — 526 — Net loss related to advertising fund deficit (7) — 3 — Net loss on extinguishment of debt — 13 — 6,418 Pre-opening expenses 602 — 602 — Adjusted EBITDA $ 24,552 $ 7,221 $ 69,197 $ 10,384


 
ADJUSTED NET LOSS RECONCILIATION V FAT Brands Inc. Adjusted Net Loss Reconciliation Thirteen Weeks Ended Thirty-Nine Weeks Ended (In thousands, except share and per share data) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Net loss attributable to FAT Brands Inc. $ (23,437) $ (3,621) $ (55,380) $ (11,979) Refranchising loss (gain) 122 (250) 1,123 (679) Acquisition costs — 2,053 383 2,985 Litigation costs 6,906 — 14,170 — Severance — — 526 — Net loss on extinguishment of debt — 13 — 6,418 Tax adjustments, net 158 (446) 1,534 (1,883) Adjusted net loss $ (16,251) $ (2,251) $ (37,644) $ (5,138) Loss per basic and diluted share $ (1.42) $ (0.26) $ (3.37) $ (0.85) Adjusted loss per basic and diluted share $ (0.98) $ (0.16) $ (2.29) $ (0.36) Weighted average basic and diluted shares outstanding 16,528,327 14,144,857 16,441,555 14,094,772 (1) Reflects the tax impact of the adjustments using the effective tax rate for the respective periods


 
CONTACT INVESTOR RELATIONS: MEDIA RELATIONS: ICR MICHELLE MICHALSKI IR-FATBRANDS@ICRINC.COM 646-277-1224 FAT BRANDS ERIN MANDZIK EMANDZIK@FATBRANDS.COM 860-212-6509