FAT Brands(FATBB) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements, management's analysis, market risk disclosures, and internal controls and procedures ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) This section presents the unaudited condensed consolidated financial statements of FAT Brands Inc. and its subsidiaries, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, mergers and acquisitions, debt, equity, and other financial details for the periods ended September 26, 2021, and December 27, 2020 Condensed Consolidated Balance Sheets (Unaudited) This section presents the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Consolidated Balance Sheets (dollars in thousands) | Item | September 26, 2021 | December 27, 2020 | | :------------------------------------ | :------------------- | :------------------ | | Total Assets | $619,808 | $121,144 | | Total Liabilities | $571,817 | $163,027 | | Total Stockholders' Deficit | $(18,819) | $(41,883) | - Total assets significantly increased from $121.1 million in December 2020 to $619.8 million in September 2021, primarily driven by substantial increases in goodwill and other intangible assets due to acquisitions[13] - Total liabilities also saw a large increase from $163.0 million to $571.8 million, mainly due to a significant rise in long-term debt, net of current portion, from $73.9 million to $485.5 million[13][15] - Stockholders' deficit improved from $(41.9) million to $(18.8) million, indicating a reduction in the negative equity position[15] Condensed Consolidated Statements of Operations (Unaudited) This section details the company's revenues, costs, and net income or loss over specified reporting periods Condensed Consolidated Statements of Operations (dollars in thousands) | Item | Thirteen Weeks Ended Sep 26, 2021 | Thirteen Weeks Ended Sep 27, 2020 | Thirty-nine Weeks Ended Sep 26, 2021 | Thirty-nine Weeks Ended Sep 27, 2020 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :----------------------------------- | :----------------------------------- | | Total Revenue | $29,761 | $4,089 | $44,693 | $11,619 | | Total Costs and Expenses | $27,385 | $5,385 | $41,101 | $19,413 | | Income (Loss) from Operations | $2,376 | $(1,296) | $3,592 | $(7,794) | | Net Loss attributable to FAT Brands Inc. | $(3,621) | $(568) | $(11,979) | $(7,189) | | Basic and Diluted Loss per Common Share | $(0.26) | $(0.04) | $(0.85) | $(0.55) | - Total revenue for the thirty-nine weeks ended September 26, 2021, increased by 285% to $44.7 million from $11.6 million in the prior year, driven by acquisitions (Johnny Rockets, GFG) and recovery from COVID-19[17][201][203] - The company reported an income from operations of $3.6 million for the thirty-nine weeks ended September 26, 2021, a significant improvement from a loss of $7.8 million in the same period of 2020[17][47][201] - Net loss attributable to FAT Brands Inc. increased to $(12.0) million for the thirty-nine weeks ended September 26, 2021, compared to $(7.2) million in the prior year, primarily due to a one-time $6.4 million net charge related to debt refinancing[20][47][209] Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) This section outlines the changes in the company's stockholders' deficit, reflecting equity transactions and net losses over the period - The total stockholders' deficit improved from $(41.883) million at December 27, 2020, to $(18.819) million at September 26, 2021[23][31] - Key changes include the issuance of common stock through warrant exercises, preferred stock issuances, share-based compensation, and common stock issuance for the acquisition of LS GFG Holdings Inc[23][31] - Dividends declared on common stock totaled $(5.313) million and on Series B preferred stock totaled $(2.084) million for the thirty-nine weeks ended September 26, 2021[23] Condensed Consolidated Statements of Cash Flows (Unaudited) This section presents the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (dollars in thousands) | Activity | Thirty-nine Weeks Ended Sep 26, 2021 | Thirty-nine Weeks Ended Sep 27, 2020 | | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net cash used in operating activities | $(4,006) | $(8,506) | | Net cash used in investing activities | $(346,150) | $(33,124) | | Net cash provided by financing activities | $386,473 | $55,873 | | Net increase in cash and restricted cash | $36,317 | $14,243 | | Cash and restricted cash at end of period | $43,528 | $14,268 | - Net cash used in operating activities decreased by $4.5 million, from $(8.5) million in 2020 to $(4.0) million in 2021[38][229] - Net cash used in investing activities significantly increased to $(346.2) million in 2021 from $(33.1) million in 2020, primarily due to the acquisition of GFG[38][231] - Net cash provided by financing activities surged to $386.5 million in 2021 from $55.9 million in 2020, mainly from two securitization transactions and a preferred stock offering[40][233] Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations and additional disclosures supporting the condensed consolidated financial statements NOTE 1. ORGANIZATION AND RELATIONSHIPS This note outlines the company's business, organizational structure, growth strategy, and assessment of its financial viability - FAT Brands Inc. is a multi-brand restaurant franchising company, owning 14 brands with approximately 2,000 locations globally as of September 26, 2021[42][43] - The company's growth strategy focuses on expanding existing brands and acquiring new ones through a centralized management organization[45] - The company's financial position improved, with total liabilities exceeding total assets by $18.8 million as of September 26, 2021, compared to $41.9 million as of December 27, 2020[47] - Management believes the company has sufficient cash sources and will comply with debt covenants for the next twelve months, citing operating improvements and successful capital raising post-COVID-19 stabilization[51] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note details the significant accounting policies, including consolidation, fiscal year, and deferred adoption of new accounting standards - The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, with operations of Johnny Rockets, FCCG, and LS GFG Holdings, Inc. included since their respective acquisition dates[52] - The Company operates on a 52-week calendar, with its fiscal year ending on the last Sunday of the calendar year, ensuring consistent weekly reporting[54] - The Company, as a Smaller Reporting Company (SRC), has deferred the adoption of ASU 2016-13 (Credit Losses) until fiscal periods beginning after December 15, 2022, and does not expect a material impact[59] NOTE 3. MERGERS AND ACQUISITIONS This note provides details on the company's significant merger and acquisition activities, including the GFG, FCCG, and Johnny Rockets transactions - On July 22, 2021, the Company acquired LS GFG Holdings Inc. (GFG) for $444.5 million, paid in cash, Series B Preferred Stock, and Common Stock, adding five franchised brands to its portfolio[61] - The merger with Fog Cutter Capital Group Inc. (FCCG) on December 24, 2020, simplified the corporate structure and made FCCG's net operating loss carryforwards (NOLs) directly available to the Company[66][69] - The acquisition of Johnny Rockets on September 21, 2020, for approximately $24.7 million in cash, was funded by an increase in the Company's securitization facility[74] Proforma Revenue and Net Loss (in thousands) | Item | Thirteen Weeks Ended Sep 26, 2021 | Thirty-nine Weeks Ended Sep 26, 2021 | Thirteen Weeks Ended Sep 27, 2020 | Thirty-nine Weeks Ended Sep 27, 2020 | | :------------------------------------ | :-------------------------------- | :----------------------------------- | :-------------------------------- | :----------------------------------- | | Revenue | $36,517 | $109,997 | $36,563 | $113,942 | | Net Loss | $(3,839) | $(8,439) | $(5,550) | $(23,578) | NOTE 4. REFRANCHISING This note details the company's refranchising strategy, involving the acquisition and subsequent conversion or resale of operating restaurants - The Company opportunistically acquires operating restaurants to convert them to franchise locations or resells existing franchise locations[85] Assets Classified as Held for Sale (in thousands) | Item | September 26, 2021 | December 27, 2020 | | :------------------------------------ | :------------------- | :------------------ | | Property, plant and equipment | $776 | $1,352 | | Operating lease right of use assets | $4,815 | $9,479 | | Total | $5,591 | $10,831 | - Refranchising activities resulted in net gains of $1.6 million for the thirty-nine weeks ended September 26, 2021, compared to losses of $1.9 million in the prior year[87] NOTE 5. NOTE RECEIVABLE This note details the Elevation Buyer Note, including its outstanding balance and recognized interest income - The Elevation Buyer Note, funded for the 2019 Elevation Burger purchase, had a balance of $1.7 million as of September 26, 2021, down from $1.8 million at December 27, 2020[92] - Interest income recognized on the Elevation Buyer Note was $151,000 for the thirty-nine weeks ended September 26, 2021[92] NOTE 6. GOODWILL This note provides details on the company's goodwill, its changes due to acquisitions, and any impairment charges recorded Goodwill (in thousands) | Brand | September 26, 2021 | December 27, 2020 | | :------------------------------------ | :------------------- | :------------------ | | Global Franchise Group | $176,155 | — | | Johnny Rockets | $258 | $1,461 | | Total Goodwill | $185,861 | $10,909 | - Total goodwill significantly increased to $185.9 million as of September 26, 2021, from $10.9 million at December 27, 2020, primarily due to the acquisition of Global Franchise Group[93] - No goodwill impairment charges were recorded for the thirty-nine weeks ended September 26, 2021, compared to $1.5 million in impairment charges in the prior year[93] NOTE 7. OTHER INTANGIBLE ASSETS This note details the company's other intangible assets, including trademarks, franchise agreements, and customer relationships, along with their amortization schedule Other Intangible Assets (in thousands) | Category | September 26, 2021 | December 27, 2020 | | :------------------------------------ | :------------------- | :------------------ | | Total Trademarks | $184,868 | $35,068 | | Total Franchise Agreements | $54,305 | $12,643 | | Total Customer Relationships | $83,515 | — | | Total Other Intangible Assets | $322,688 | $47,711 | - Total other intangible assets increased substantially to $322.7 million as of September 26, 2021, from $47.7 million at December 27, 2020, largely due to the GFG acquisition[96] Expected Future Amortization of Franchise Agreements and Customer Relationships (in thousands) | Fiscal Year | Amount | | :------------------------------------ | :------- | | Remaining 2021 | $2,909 | | 2022 | $11,638 | | 2023 | $11,638 | | 2024 | $11,333 | | 2025 | $11,139 | | Thereafter | $89,163 | | Total | $137,820 | NOTE 8. DEFERRED INCOME This note details the company's deferred income, primarily from franchise fees, royalties, and vendor incentives Deferred Income (in thousands) | Item | September 26, 2021 | December 27, 2020 | | :------------------------------------ | :------------------- | :------------------ | | Deferred franchise fees | $12,328 | $10,003 | | Deferred royalties | $160 | $291 | | Deferred vendor incentives | $611 | $692 | | Total | $13,099 | $10,986 | - Total deferred income increased to $13.1 million as of September 26, 2021, from $11.0 million at December 27, 2020, primarily due to an increase in deferred franchise fees[100] NOTE 9. INCOME TAXES This note outlines the company's income tax benefit, effective tax rate, and changes in deferred income tax assets and liabilities Benefit for Income Taxes (in thousands) | Period | Benefit for Income Taxes | Effective Tax Rate | | :------------------------------------ | :----------------------- | :----------------- | | Thirteen Weeks Ended Sep 26, 2021 | $(1,183) | 24.6% | | Thirteen Weeks Ended Sep 27, 2020 | $(19) | 3.2% | | Thirty-nine Weeks Ended Sep 26, 2021 | $(3,303) | 21.6% | | Thirty-nine Weeks Ended Sep 27, 2020 | $(1,405) | 16.3% | - The effective tax rate for the thirty-nine weeks ended September 26, 2021, was 21.6%, up from 16.3% in the comparable period of 2020, primarily due to state income taxes[101] - The net deferred income tax asset decreased by $15.5 million, mainly due to a $18.9 million net deferred tax liability from the GFG acquisition[102] NOTE 10. LEASES This note details the company's operating leases, including right-of-use assets, lease liabilities, and recognized lease expenses - As of September 26, 2021, the Company has 47 operating leases for corporate offices and 36 company-owned stores, with remaining terms ranging from 0.5 to 7.7 years[103] Operating Lease Right of Use Assets and Liabilities (in thousands) | Item | September 26, 2021 | December 27, 2020 | | :------------------------------------ | :------------------- | :------------------ | | Right of use assets | $17,419 | $13,948 | | Lease liabilities | $20,548 | $14,651 | - Lease expense for the thirty-nine weeks ended September 26, 2021, was $2.8 million, an increase from $1.1 million in the prior year[103] NOTE 11. DEBT This note details the company's debt, including securitization transactions, note issuances, and the forgiveness of Paycheck Protection Program loans - The Company completed the 2021 GFG Royalty Securitization on July 22, 2021, issuing $350.0 million in fixed-rate senior secured notes, with net proceeds of $338.9 million used primarily for the GFG acquisition[108][109] - The 2021 FB Royalty Securitization on April 26, 2021, issued $144.5 million in fixed-rate senior secured notes, with net proceeds of $140.8 million, used to repay the 2020 Securitization Notes[113][117] - The Company recognized a gain on extinguishment of debt of $1.2 million relating to the forgiveness of Paycheck Protection Program (PPP) Loans during the thirty-nine weeks ended September 26, 2021[126] NOTE 12. PREFERRED STOCK This note details the company's preferred stock issuances, including Series B and Series A, and their related transactions and redemptions - The Company issued 460,000 shares of 8.25% Series B Cumulative Preferred Stock in a public offering on June 22, 2021, generating net proceeds of $8.3 million[133] - As part of the GFG acquisition, 3,089,245 shares of Series B Preferred Stock were issued, classified as redeemable preferred stock due to a put/call agreement[134] - The remaining 80,000 outstanding Series A Preferred Stock were redeemed on August 25, 2021, in exchange for Series B Preferred Stock, resulting in a $13,000 loss on extinguishment of debt[134][143] NOTE 13. ACQUISITION PURCHASE PRICE PAYABLE This note details the settlement of the acquisition purchase price payable for Yalla Mediterranean, including cash and common stock issuance - On June 21, 2021, the Company settled the acquisition purchase price payable for Yalla Mediterranean, paying $1.1 million in cash and issuing 62,500 shares of common stock (valued at $0.8 million), resulting in a $0.2 million gain on extinguishment of debt[148] NOTE 14. RELATED PARTY TRANSACTIONS This note discloses related party transactions, including receivables from intercompany agreements and preferred capital investments - No reportable related party transactions occurred during the thirty-nine weeks ended September 26, 2021[149] - As of September 27, 2020, the Company had a receivable of $33.4 million under an Intercompany Revolving Credit Agreement with FCCG and a $5.4 million receivable from a preferred capital investment in Homestyle Dining LLC[150][151] NOTE 15. REDEEMABLE PREFERRED STOCK This note details the company's redeemable preferred stock, including its issuance as part of the GFG acquisition, carrying value, and declared dividends - The Company issued 3,089,245 shares of Series B Preferred Stock as part of the GFG acquisition, valued at $67.5 million, and classified as redeemable preferred stock due to a put/call agreement[153] - As of September 26, 2021, the carrying value of redeemable preferred stock was $66.8 million, with $0.7 million in dividends declared for the thirteen and thirty-nine weeks ended September 26, 2021[154] NOTE 16. STOCKHOLDERS' EQUITY This note details the company's common stock recapitalization into Class A and Class B shares, outstanding amounts, and significant changes during the period - The Company recapitalized its common stock into Class A and Class B shares on August 16, 2021, authorizing 50,000,000 Class A and 1,600,000 Class B shares[155] - As of September 26, 2021, there were 15,013,001 Class A common shares and 1,270,683 Class B common shares outstanding[159] - Significant changes in common stock during the thirty-nine weeks ended September 26, 2021, included the issuance of 1,270,683 Class B shares as a dividend, exercise of warrants for 464,643 shares, and issuance of 1,964,865 shares for the GFG acquisition[160][161][164] NOTE 17. SHARE-BASED COMPENSATION This note details the company's share-based compensation plan, including available shares, outstanding stock options, and recognized compensation expense - The Company adopted the 2017 Omnibus Equity Incentive Plan, with a maximum of 1,021,250 shares available for grant[166] - As of September 26, 2021, there were 658,605 stock options outstanding with a weighted average exercise price of $7.47 per share[167] - Share-based compensation expense recognized was $0.5 million for the thirty-nine weeks ended September 26, 2021, with $2.4 million remaining for non-vested grants[170] NOTE 18. WARRANTS This note details the company's warrant activity, including outstanding warrants, grants, exercises, and cancellations, and their financial impact Warrant Activity (Thirty-nine Weeks Ended September 26, 2021) | Item | Number of Shares | Weighted Average Exercise Price | | :------------------------------------ | :----------------- | :------------------------------ | | Warrants outstanding at Dec 27, 2020 | 2,273,533 | $4.60 | | Grants | 8,184 | $3.88 | | Exercised | (475,853) | $3.88 | | Cancelled | (2,849) | $3.88 | | Warrants outstanding at Sep 26, 2021 | 1,803,015 | $4.76 | - During the thirty-nine weeks ended September 26, 2021, 475,853 warrants were exercised, generating net proceeds of $2.2 million for the Company[172] NOTE 19. DIVIDENDS ON COMMON STOCK This note details the cash dividends declared on common stock by the Board of Directors during the reporting period - The Board of Directors declared three cash dividends of $0.13 per share of common stock during the period, totaling $1.6 million (May 7, 2021), $1.6 million (June 21, 2021), and $2.1 million (September 15, 2021)[173][174] NOTE 20. COMMITMENTS AND CONTINGENCIES This note outlines the company's legal proceedings, including a derivative action, an environmental lawsuit, and an indemnification claim - The Company is a nominal defendant in a derivative action alleging breach of fiduciary duty, unjust enrichment, and waste related to the December 2020 merger with Fog Cutter Capital Group, Inc[175] - A subsidiary is involved in an environmental contamination lawsuit with potential damages ranging from $12 million to $22 million, with reserves recorded on the balance sheet[177] - The Company is also involved in a $0.7 million judgment from SBN FCCG LLC, with $0.5 million remaining unpaid as of May 2019[178] NOTE 21. GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES This note provides a breakdown of revenue by geographic area and confirms the absence of major franchisees accounting for significant revenue Revenue by Geographic Area (in thousands) | Region | Thirteen Weeks Ended Sep 26, 2021 | Thirteen Weeks Ended Sep 27, 2020 | Thirty-nine Weeks Ended Sep 26, 2021 | Thirty-nine Weeks Ended Sep 27, 2020 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :----------------------------------- | :----------------------------------- | | United States | $26,264 | $3,500 | $37,411 | $9,773 | | Other countries | $3,497 | $589 | $7,282 | $1,846 | | Total Revenue | $29,761 | $4,089 | $44,693 | $11,619 | - All Company assets are located in the United States[180] - No individual franchisee accounted for more than 10% of the Company's revenue during the thirty-nine weeks ended September 26, 2021, or September 27, 2020[181] NOTE 22. SUBSEQUENT EVENTS This note details significant events occurring after the reporting period, including acquisitions of Twin Peaks and Fazoli's, and a preferred stock offering - On October 1, 2021, the Company acquired Twin Peaks for $300.0 million, comprising cash, a note payable, and Series B Cumulative Preferred Stock, with a put/call agreement for the preferred stock[184][186] - In connection with the Twin Peaks acquisition, the Company completed the 2021 Twin Peaks Securitization, issuing $250.0 million in fixed-rate senior secured notes[187] - On November 1, 2021, the Company agreed to acquire Fazoli's, a quick-service Italian chain, for $130.0 million in cash, expected to close around December 15, 2021[188] - On November 1, 2021, the Company closed an underwritten offering of 1.0 million shares of 8.25% Series B Cumulative Preferred Stock, raising net proceeds of $16.5 million[189] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial performance, condition, and liquidity, highlighting the impact of COVID-19, the asset-light franchisor business model, and the results of operations for the thirteen and thirty-nine weeks ended September 26, 2021, compared to the prior year. It also discusses the company's capital resources and critical accounting policies - The Company's asset-light franchisor model generates revenue from initial franchise fees and ongoing royalties, offering strong profit margins and attractive free cash flow while minimizing restaurant operating risks[194] - Total revenue for the thirty-nine weeks ended September 26, 2021, increased by $33.1 million (285%) to $44.7 million, driven by acquisitions (Johnny Rockets, GFG) and recovery from the COVID-19 pandemic[201][203] - Income from operations improved to $3.6 million for the thirty-nine weeks ended September 26, 2021, compared to a loss of $7.8 million in the prior year, despite increased general and administrative expenses and acquisition costs[201][204][205][207] - Net cash provided by financing activities was $386.5 million year-to-date in 2021, primarily from two securitization transactions and a preferred stock offering, significantly boosting liquidity[233] - Management believes the Company will comply with debt covenants and has sufficient liquidity for the next twelve months, supported by capital market transactions and improved operating performance post-COVID-19[224] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section states that quantitative and qualitative disclosures about market risk are not required for the Company - The Company is not required to provide quantitative and qualitative disclosures about market risk[249] ITEM 4. CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of September 26, 2021, specifically regarding segregation of duties and the financial close process. Remediation efforts are ongoing, and the Company acknowledges the inherent limitations of internal controls - Disclosure controls and procedures were deemed ineffective as of September 26, 2021, due to deficiencies in segregation of duties and the financial close process[250] - The Company is actively reviewing compensating controls, implementing additional procedures, and identifying new financial accounting staff and third-party consultants to remediate identified weaknesses[251] - No significant changes in internal control over financial reporting occurred during the thirty-nine weeks ended September 26, 2021[252] PART II. OTHER INFORMATION This section includes disclosures on legal proceedings, risk factors, equity sales, defaults, and a comprehensive list of exhibits ITEM 1. LEGAL PROCEEDINGS This section details ongoing legal proceedings, including a derivative action related to the Fog Cutter Capital Group merger, an environmental contamination lawsuit, and an indemnification claim. The Company disputes the allegations and intends to defend vigorously, acknowledging potential financial impacts and the inherent uncertainties of litigation - The Company is a nominal defendant in a derivative action alleging breach of fiduciary duty, unjust enrichment, and waste arising from the December 2020 merger with Fog Cutter Capital Group, Inc[255] - A subsidiary is involved in an environmental contamination lawsuit with potential damages between $12 million and $22 million, with the matter scheduled for trial in November 2021[256] - The Company faces an indemnification claim from SBN FCCG LLC, with a final judgment of $0.7 million, of which $0.5 million remains unpaid[257] ITEM 1A. RISK FACTORS This section refers readers to the comprehensive discussion of risk factors in the Company's Annual Report on Form 10-K filed on March 29, 2021, noting no material changes to these factors - Readers should consider risk factors discussed in the Annual Report on Form 10-K filed on March 29, 2021[259] - No material changes to the previously discussed risk factors have occurred[259] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section details the unregistered sales of equity securities, specifically the issuance of Common Stock (reclassified as Class A) and Series B Cumulative Preferred Stock as part of the GFG acquisition, which were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 - On July 22, 2021, the Company issued 1,964,865 shares of Common Stock (reclassified as Class A) and 3,089,245 shares of Series B Cumulative Preferred Stock as part of the GFG acquisition[261] - An additional 294,729 shares of Class A Common Stock were issued to GFG sellers on August 23, 2021[261] - These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D[261] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[262] ITEM 4. MINE SAFETY DISCLOSURES This section indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[263] ITEM 5. OTHER INFORMATION This section states that there is no other information to report - No other information is reported in this section[264] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including various agreements, certificates of incorporation, bylaws, indentures, and certifications, providing transparency into the Company's corporate governance and financial arrangements - The exhibits include Stock Purchase Agreements, Unit Purchase Agreements, Amended and Restated Certificates of Incorporation, Certificates of Amendment, Certificates of Increase/Elimination of Preferred Stock, Amended and Restated Bylaws, Base Indentures, Guarantee and Collateral Agreements, Management Agreements, Put/Call Agreements, Preferred Stock Exchange Agreements, Put Option Agreements, and certifications[265][268] SIGNATURES This section confirms the official signing of the report by the Chief Financial Officer of FAT Brands Inc - The report was signed on November 8, 2021, by Kenneth J. Kuick, Chief Financial Officer (Principal Financial and Accounting Officer) of FAT Brands Inc[273]