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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): May 1, 2024
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 May 1, 2024, FAT Brands Inc. (the “Company”) issued a press release announcing its financial results for the thirteen- week period ended March 31, 2024. 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 May 1, 2024 in which the financial results were discussed. A replay is available until Wednesday, May 22, 2024 and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 10187929.
The webcast is available at www.fatbrands.com under the “Investors” section.
Item 7.01 Regulation FD Disclosure.
On May 1, 2024, the Company provided supplemental financial information to be used in its earnings presentation for the thirteen-week period ended March 31, 2024 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: May 1, 2024 /s/ Kenneth J. Kuick
Kenneth J. Kuick
Co-Chief Executive Officer and Chief Financial Officer

EX-99.1 2 a1q24earningsreleaseex991.htm EX-99.1 Document
Exhibit 99.1
image_0a.jpg
FAT BRANDS INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS
Conference call and webcast today at 5:00 p.m. ET
LOS ANGELES (May 1, 2024) – FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”) today reported financial results for the fiscal first quarter ended March 31, 2024.
“Over the last three years, we have expanded our footprint 10-fold by strategically building a diverse portfolio that now includes 18 iconic concepts spanning over 2,300 locations worldwide, across more than 40 countries and 49 U.S. states,” said Andy Wiederhorn, Chairman of FAT Brands. “Our franchise interest remains high across all brands, as evidenced by the participation and units sold at our biannual FAT Brands Summit held in April. During the first quarter, we finalized a strategic development deal for 40 co-branded Round Table Pizza and Fatburger locations and continue to see heightened interest from our franchise partners, who are eager to explore additional co-branding opportunities that leverage synergies within our brand offerings.”

Ken Kuick, Co-Chief Executive Officer of FAT Brands, commented, “During the first quarter, we signed over 150 development deals, increasing our pipeline to over 1,200 locations.” Kuick continued, “Continuing in 2024 is our focus on the expansion of Twin Peaks. We opened three new lodges during the first quarter, and plan to open 15 to 20 new Twin Peaks lodges in 2024, ending the year with approximately 125 lodges. Additionally, our first conversion of a Smokey Bones location is officially underway. We see this as the first of many sites we will use to fuel Twin Peaks’ fast-paced growth.”

Rob Rosen, Co-Chief Executive Officer of FAT Brands, concluded, “Opportunities in 2024 are abundant. Our long-term strategy is to create value through the organic expansion of our existing brands, acquire additional brands that strategically complement our portfolio, realize value from strategic divestments when appropriate to manage outstanding debt, and ultimately increase long-term value for our stakeholders.”

Fiscal First Quarter 2024 Highlights
•Total revenue improved 43.8% to $152.0 million compared to $105.7 million in the fiscal first quarter of 2023
◦System-wide sales growth of 4.8% in the fiscal first quarter of 2024 compared to the prior year fiscal quarter
◦Year-to-date system-wide same-store sales declined of 4.0% in the fiscal first quarter of 2024 compared to the prior year
◦16 new store openings during the fiscal first quarter of 2024
•Net loss of $38.3 million, or $2.37 per diluted share, compared to $32.1 million, or $2.05 per diluted share, in the fiscal first quarter of 2023
•EBITDA(1) of $9.4 million compared to $7.7 million in the fiscal first quarter of 2023
•Adjusted EBITDA(1) of $18.2 million compared to $19.2 million in the fiscal first quarter of 2023
•Adjusted net loss(1) of $32.9 million, or $2.05 per diluted share, compared to adjusted net loss of $23.5 million, or $1.53 per diluted share, in the fiscal first quarter of 2023


(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 Fiscal First Quarter 2024 Financial Results
Total revenue increased $46.3 million, or 43.8%, in the first quarter of 2024 to $152.0 million compared to $105.7 million in the same period of 2023, driven by the acquisition of Smokey Bones in September 2023.
Costs and expenses consist of general and administrative expense, cost of restaurant and factory revenues, depreciation and amortization, refranchising net loss and advertising fees. Costs and expenses increased $48.0 million, or 45.6%, in the first quarter of 2024 to $153.3 million compared to the same period in the prior year, primarily due to the acquisition of Smokey Bones in September 2023 and increased activity from Company-owned restaurants and the Company's factory.
General and administrative expense increased $1.6 million, or 5.6%, in the first quarter of 2024 compared to $28.4 million in the same period in the prior year, primarily due to the acquisition of Smokey Bones in September 2023.
Cost of restaurant and factory revenues was related to the operations of the company-owned restaurant locations and dough factory and increased $40.0 million, or 67.6%, in the first quarter of 2024, primarily due to the acquisition of Smokey Bones in September 2023 and higher company-owned restaurant and factory sales.
Depreciation and amortization increased $3.1 million, or 43.3% in the first quarter of 2024 compared to the same period in the prior year, primarily due to the acquisition of Smokey Bones in September 2023 and depreciation of new property and equipment at company-owned restaurant locations.
Refranchising net loss in the first quarter of 2024 of $1.5 million was comprised of $1.0 million in restaurant operating costs, net of food sales, and $0.5 million in net loss related to the sale or closure of refranchised restaurants. Refranchising net loss in the first quarter of 2023 of $0.2 million was comprised of $0.1 million in net gains related to the sale or closure of refranchised restaurants, offset by $0.3 million in restaurant operating costs, net of food sales.
Advertising expenses increased $2.1 million in the first quarter of 2024 compared to the prior year period. These expenses vary in relation to advertising revenues.
Total other expense, net, for the first quarter of 2024 and 2023 was $33.4 million and $30.0 million, respectively, which is inclusive of interest expense of $34.0 million and $30.1 million, respectively. This increase is primarily due to new debt offerings which occurred in the second half of fiscal year 2022 and first three quarters of 2023. Total other expense, net for the first quarter of 2024 also consisted of a $0.4 million net loss on the extinguishment of debt.
Adjusted net loss(1) of $32.9 million, or $2.05 per diluted share, compared to adjusted net loss of $23.5 million, or $1.53 per diluted share, in the fiscal first quarter of 2023.
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.
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 first quarter 2024 financial results today at 5:00 PM ET. Hosting the conference call and webcast will be Andy Wiederhorn, Chairman of the Board, and Ken Kuick, Co-Chief Executive Officer and Chief Financial Officer.
The conference call can be accessed live over the phone by dialing 1-844-826-3035 from the U.S. or 1-412-317-5195 internationally. A replay will be available after the call until Wednesday, May 22, 2024, and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 10187929. 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 18 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Smokey Bones, 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 approximately 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, the timing and performance of new store openings, our ability to conduct future accretive acquisitions and our pipeline of new store locations. 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 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 loss, 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 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
(In thousands, except share and per share data) March 31, 2024 March 26, 2023
Revenue
Royalties $ 21,947  $ 22,485 
Restaurant sales 105,938  62,601 
Advertising fees 9,796  9,351 
Factory revenues 9,474  9,165 
Franchise fees 1,481  802 
Other revenue 3,331  1,287 
Total revenue 151,967  105,691 
Costs and expenses
General and administrative expense 30,005  28,415 
Cost of restaurant and factory revenues 99,050  59,087 
Depreciation and amortization 10,194  7,116 
Refranchising loss 1,508  159 
   Advertising fees 12,592  10,527 
Total costs and expenses 153,349  105,304 
(Loss) income from operations (1,382) 387 
Other (expense) income, net
Interest expense (29,623) (25,090)
Interest expense related to preferred shares (4,418) (5,043)
Net gain on extinguishment of debt 427  — 
Other income, net 204  156 
Total other expense, net (33,410) (29,977)
Loss before income tax provision (34,792) (29,590)
Income tax provision (3,524) (2,536)
Net loss $ (38,316) $ (32,126)
Net loss $ (38,316) $ (32,126)
Dividends on preferred shares (1,881) (1,755)
$ (40,197) $ (33,881)
Basic and diluted loss per common share $ (2.37) $ (2.05)
Basic and diluted weighted average shares outstanding 16,947,400  16,487,119 
Cash dividends declared per common share $ 0.14  $ 0.14 







FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation
Thirteen Weeks Ended
(In thousands) March 31, 2024 March 26, 2023
Net loss $ (38,316) $ (32,126)
Interest expense, net 34,041  30,133 
Income tax provision 3,524  2,536 
Depreciation and amortization 10,194  7,116 
EBITDA 9,443  7,659 
Bad debt expense 168  1,035 
Share-based compensation expenses 745  1,095 
Non-cash lease expenses 630  381 
Refranchising loss 1,508  159 
Litigation costs 3,807  7,744 
Severance 22  — 
Net loss related to advertising fund deficit 2,282  1,085 
Net gain on extinguishment of debt (427) — 
Pre-opening expenses 28  29 
Adjusted EBITDA $ 18,207  $ 19,187 




FAT Brands Inc. Adjusted Net Loss Reconciliation
Thirteen Weeks Ended
(In thousands, except share and per share data) March 31, 2024 March 26, 2023
Net loss $ (38,316) $ (32,126)
Refranchising loss 1,508  159 
Net gain on extinguishment of debt (427) — 
Litigation costs 3,807  7,744 
Severance 22  — 
Tax adjustments, net (1) 497  677 
Adjusted net loss $ (32,909) $ (23,546)
Net loss $ (38,316) $ (32,126)
Dividends on preferred shares (1,881) (1,755)
$ (40,197) $ (33,881)
Adjusted net loss $ (32,908) $ (23,546)
Dividends on preferred shares (1,881) (1,755)
$ (34,789) $ (25,301)
Loss per basic and diluted share $ (2.37) $ (2.05)
Adjusted net loss per basic and diluted share $ (2.05) $ (1.53)
Weighted average basic and diluted shares outstanding 16,947,400  16,487,119 
(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
Q1 2024 EARNINGS SUPPLEMENT MAY 1, 2024


 
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 and operating results of the Company, estimates of future EBITDA, the timing and performance of new store openings, future reductions in cost of capital and leverage ratio, our ability to conduct future accretive acquisitions and our pipeline of new store locations. 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 earnings supplement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this earnings supplement. 2


 
Q1 2024 HIGHLIGHTS 3 4.8% Sales Growth (1) Q1 2024 v Q1 2023 System-Wide 4.0% SSS Decline (2) Q1 2024 v Q1 2023 System-Wide 16 New Store Openings Q1 2024 (3) $152.0mm Total Revenue Q1 2024 $18.2mm Adj. EBITDA (4) Q1 2024 $581.8mm System-Wide Sales Q1 2024 (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. (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.


 
Q1 2024 RESULTS 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 $22.5mm $21.9mm Q1 2023 Q1 2024 Systemwide Sales Revenue $105.7mm $152.0mm Q1 2023 Q1 2024 Adj. EBITDA (1) $19.2mm $18.2mm Q1 2023 Q1 2024 $555.0mm $581.8mm Q1 2023 Q1 2024


 
2024 STRATEGIC FOCUS 5 Accelerate Build-Out of 1,100+ Unit New Store Pipeline Drive Adj. EBITDA Growth ~$10mm from New Stores ~$5mm from Factory Maintain Strong Liquidity Continue to Build Net Asset Value for Future Liquidity (Debt Reduction) Event Grow Factory Production to Utilize ~60% Excess Capacity via Expanded Organic Channels & 3rd Party Dough & Mix Manufacturing Realize Purchasing Savings from ~$600mm in Purchasing Power Effectively Reducing Costs


 
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. “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 (In thousands, except share and per share data) March 31, 2024 March 26, 2023 Revenue Royalties $ 21,947 $ 22,485 Restaurant sales 105,938 62,601 Advertising fees 9,796 9,351 Factory revenues 9,474 9,165 Franchise fees 1,481 802 Other revenue 3,331 1,287 Total revenue 151,967 105,691 Costs and expenses General and administrative expense 30,005 28,415 Cost of restaurant and factory revenues 99,050 59,087 Depreciation and amortization 10,194 7,116 Refranchising loss 1,508 159 Advertising fees 12,592 10,527 Total costs and expenses 153,349 105,304 (Loss) income from operations (1,382) 387 Other (expense) income, net Interest expense (29,623) (25,090) Interest expense related to preferred shares (4,418) (5,043) Net gain on extinguishment of debt 427 — Other income, net 204 156 Total other expense, net (33,410) (29,977) Loss before income tax provision (34,792) (29,590) Income tax provision (3,524) (2,536) Net loss $ (38,316) $ (32,126) Net loss $ (38,316) $ (32,126) Dividends on preferred shares (1,881) (1,755) $ (40,197) $ (33,881) Basic and diluted loss per common share $ (2.37) $ (2.05) Basic and diluted weighted average shares outstanding 16,947,400 16,487,119 Cash dividends declared per common share $ 0.14 $ 0.14


 
CONSOLIDATED EBITDA & ADJ. EBITDA RECONCILIATION IV FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation Thirteen Weeks Ended (In thousands) March 31, 2024 March 26, 2023 Net loss $ (38,316) $ (32,126) Interest expense, net 34,041 30,133 Income tax provision 3,524 2,536 Depreciation and amortization 10,194 7,116 EBITDA 9,443 7,659 Bad debt expense 168 1,035 Share-based compensation expenses 745 1,095 Non-cash lease expenses 630 381 Refranchising loss 1,508 159 Litigation costs 3,807 7,744 Severance 22 — Net loss related to advertising fund deficit 2,282 1,085 Net gain on extinguishment of debt (427) — Pre-opening expenses 28 29 Adjusted EBITDA $ 18,207 $ 19,187


 
ADJUSTED NET LOSS RECONCILIATION V FAT Brands Inc. Adjusted Net Loss Reconciliation Thirteen Weeks Ended (In thousands, except share and per share data) March 31, 2024 March 26, 2023 Net loss $ (38,316) $ (32,126) Refranchising loss 1,508 159 Net gain on extinguishment of debt (427) — Litigation costs 3,807 7,744 Severance 22 — Tax adjustments, net (1) 497 677 Adjusted net loss $ (32,909) $ (23,546) Net loss $ (38,316) $ (32,126) Dividends on preferred shares (1,881) (1,755) $ (40,197) $ (33,881) Adjusted net loss $ (32,908) $ (23,546) Dividends on preferred shares (1,881) (1,755) $ (34,789) $ (25,301) Loss per basic and diluted share $ (2.37) $ (2.05) Adjusted net loss per basic and diluted share $ (2.05) $ (1.53) Weighted average basic and diluted shares outstanding 16,947,400 16,487,119 (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