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FAT BRANDS (FAT) REPORTS Q2’21 – DEFINITIVE SIGNS (SSS, AUVs, and DEVELOPMENT PIPELINE) OF PROGRESS TOWARD STATED GOALS

FAT BRANDS (FAT) REPORTS Q2’21 – DEFINITIVE SIGNS (SSS, AUVs, and DEVELOPMENT PIPELINE) OF PROGRESS TOWARD STATED GOALS

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CONCLUSION

FAT Brands (FAT) is moving quickly to become a leader in the multi-branded restaurant space.

While investors in both the common stock and the 8% Preferred have done admirably over the last eighteen months, analysts have to look below the surface to accurately view the risk vs. the reward. This is because the pace of acquisition and the accompanying balance sheet expansion, accomplished during a worldwide health crisis, has predictably distorted the most obvious reported results. The $494M of debt looks daunting relative to historical GAAP treatment, not so much relative to the $55-60M (and more over time) of potential annual EBITDA from the fourteen brands now in the portfolio. Comparable “Asset Light” and “Free Cash Flow” restaurant franchising companies are trading at Enterprise Values materially higher than is the case here. We conclude that, with the demonstrated indications of brand health and unit growth potential, there is reason to believe that the apparently aggressive management guidance, starting in Q4’21 to Q1’22, and using 2019 historical EBITDA as a base, will prove to be valid. Accordingly, we continue to feel that FAT stock price will appreciate from current levels as reported results more obviously reflect the fundamental progress that is being made.

AN OVERVIEW OF Q2

The second quarter (Q2’21) was marked by announcement of a major acquisition (closed on 7/22) accompanied by balance sheet expansion at a reduced interest rate and ongoing liquidity to fund further deal activity. The acquisition of Global Franchise Group (GFG), with five brands (Round Table Pizza @ 40% of portfolio systemwide  sales), expanded the current multi-branded franchising portfolio (including Fatburger, Johnny Rockets, Hurricane Grill and Buffalo Cafe) from about 650 current locations to more than 2,000 worldwide. $442.5 million was raised in the process, the total number of brands was increased from nine to fourteen, and the post-Covid EBITDA guidance was increased from $15-20M to $55-60M. The balance sheet at 6/30 showed cash and restricted cash of $54M and total debt of $494M at a blended interest rate of 6.5%. Management reiterated on the Conference Call the intention to conclude another acquisition, as well as an interest rate reduction, in the near future, within six months in our estimation.

THE GLOBAL FRANCHISE GROUP ACQUISITION

Qualitatively: diversifies FAT portfolio to include pizza, snacks and dessert, expands FAT’s purchase power with suppliers and distributors, provides a manufacturing facility that can serve franchise partners within 14 brands, allowed for shared administrative services, provides a large and diverse franchisee base, adds five established brands.

Quantitatively: 2019 systemwide sales were $1.36B vs. $710M for FAT previously, 2019 store count was 2,061 vs. 628, there were 766 franchise partners vs 303, there were 183 multi-unit operators vs. 74.

SECOND QUARTER RESULTS

Costs and expenses decreased to $6.2 million in the second quarter of 2021 compared to $8.9 million in the second quarter of 2020. General and administrative expenses increased $1.4 million primarily due to increased professional fees and expansion of the management team.

On July 22, 2021, the Company completed the acquisition of Global Franchise Group (GFG) for $442.5 million, adding five brands to the portfolio – Round Table Pizza®, Great American Cookies®, Hot Dog on a Stick®, Marble Slab Creamery® and Pretzelmaker®. The transaction was funded with cash and stock, including $350 million in cash from newly issued notes and cash on hand, $67.5 million in Series B preferred stock and $25 million in common stock.

GLOBAL FRANCHISE GROUP OVERVIEW (from the investor presentation)

GFG is a global restaurant franchising company with a portfolio of one pizza and four quick service restaurant concepts and a manufacturing facility in Georgia. GFG’s portfolio has 1,433 restaurants (97.7% franchised, 86.7% in the US. Locations are in 12 countries and 45 states. Round Table Pizza accounts for 60% of systemwide sales. There are 463 franchisees, 109 of which are multi-unit. No franchisee accounts for over 4.5% of the portfolio. GFG owns a 37,400 sq. ft. production facility in Georgia that exclusively supports GFG franchisees. It is vertically integrated and manufactures 13M lbs of cookie batter and 3.5M lbs of dry pretzel mix each year , distributed to over 375 locations nationwide. GFG began e-commerce business in 2019, achieving Amazon’s Choice for “fresh baked cookies’ in December, 2020.

THE CONFERENCE CALL

Management reiterated confidence in the stated goal of generating, in a post-Covid environment annual EBITDA of $55-60M from the current crop of brands ($15-20M) plus the GFG acquisition ($40M). This run rate of EBITDA is expected to kick in by Q4’21 to Q1’22, absent any major Covid resurgence, which is not yet showing up. CEO, Andy Wiederhorn, predicted that there would continue to be a certain amount of “noise” in Q3, and that Q4 would begin to demonstrate the fundamental potential of the newly expanded portfolio of brands.

Important progress was made at the most important (pre-GFG) brands, namely Fatburger, Buffalo and Hurricane. In Q2’21 vs. Q2’19: Fatburger SSS were up 6.1%, Buffalo Café was up 18% and Hurricane Grill and Wings was up 24%. The developmental pipeline is promising as well. Franchisees opened 10 new locations in Q2, up from 5 in Q1, with another 32 locations anticipated to open through the end of 2021. In terms of signings, 12 new deals, for 99 locations including a 50 unit agreement in Mexico and 40 units in France, were completed in Q2, and the total ’21 signings through 6/30 amounted  to 128 intended locations.

Based on AUVs, same store sales trends, and the developmental pipelines, there is quantitative reason that 2019 can appropriately be viewed as the base year (with $55-60M of Adjusted EBITDA) on which to build. Additionally, as discussed on the conference call, there is a “kicker’ in the story, acquired within GFG, namely a cookie manufacturing facility operating far below capacity. The summary above provides a concise summary of the contribution that GFG makes to the FAT portfolio, as well as an indication of the potential from the manufacturing arm. The possibility here, as suggested by management, is for an additional $15M of annual EBITDA, since there are fourteen brands within the FAT portfolio that could potentially sell dough based products produced at this facility.

CONCLUSION: Provided Above

Roger Lipton