The following discussion and analysis of our financial condition and results of
operations should be read together with our unaudited Condensed Consolidated
Financial Statements and related notes included elsewhere in this Quarterly
Report on Form 10-Q, as well as our audited Consolidated Financial Statements
and related notes included in our Annual Report on Form 10-K for the year ended
January 2, 2022, and in other reports filed subsequently with the SEC.

Cautionary Note Regarding Forward-Looking Statements



This report contains forward-looking statements that involve risks and
uncertainties. The words "believe," "may," "could," "will," "should,"
"anticipate," "estimate," "expect," "outlook," "guidance," or similar words, or
the negative of these words, identify forward-looking statements. Such
forward-looking statements are based on certain assumptions and estimates that
we consider reasonable but are subject to various risks and uncertainties and
assumptions relating to our operations, financial results, financial conditions,
business, prospects, growth strategy and liquidity. Accordingly, there are, or
will be, important factors that could cause our actual results to differ
materially from those indicated in these statements. The inclusion of this
forward-looking information should not be regarded as a representation by us
that the future plans, estimates or expectations contemplated by us will be
achieved. Our actual results could differ materially from the forward-looking
statements included herein. Factors that could cause actual results to differ
from those expressed in forward-looking statements include, without limitation,
the risks and uncertainties described under the headings "Cautionary Note
Regarding Forward-Looking Statements" and "Risk Factors" in our Annual Report on
Form 10-K for the year ended January 2, 2022, filed by us with the SEC and
described in the other filings we make from time to time with the SEC. We
believe that these factors include, but are not limited to, the impact of
pandemics, changes in consumer preferences, the impact of inflation, and our
ability to execute on our omni-channel business strategy. These forward-looking
statements are made only as of the date of this document, and we do not
undertake any obligation, other than as may be required by applicable law, to
update or revise any forward-looking or cautionary statement to reflect changes
in assumptions, the occurrence of events, unanticipated or otherwise, or changes
in future operating results over time or otherwise.

Overview

Krispy Kreme is one of the most beloved and well-known sweet treat brands in the
world. Our iconic Original Glazed® doughnut is universally recognized for its
hot-off-the-line, melt-in-your-mouth experience. Krispy Kreme operates in over
30 countries through its unique network of fresh Doughnut Shops, partnerships
with leading retailers, and a rapidly growing Ecommerce and delivery business.
Our purpose of touching and enhancing lives through the joy that is Krispy Kreme
guides how we operate every day and is reflected in the love we have for our
people, our communities, and the planet.

The following table presents a summary of our financial results for the periods
presented:

                                              Quarter Ended                                                     Three Quarters Ended
(in thousands except     October 2,          October 3,
percentages)                2022                2021                % Change              October 2, 2022           October 3, 2021             % 

Change


Total Net Revenues      $  377,522          $  342,799                    10.1  %       $      1,125,299          $      1,013,794                    11.0  %
Net Loss                   (11,840)             (3,752)                 -215.6  %                 (7,790)                  (19,126)                   59.3  %
Adjusted Net Income          5,863              12,616                   -53.5  %                 36,592                    50,711                   -27.8  %
Adjusted EBITDA             38,542              41,417                    -6.9  %                134,810                   140,213                    -3.9  %


We generated 12.0% and 11.9% organic revenue growth for the quarter and three quarters ended October 2, 2022, respectively.


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Significant Events and Transactions

Executing on our Omni-channel Strategy



We made strong progress on the execution of our omni-channel strategy in the
third quarter of fiscal 2022, where we focus on being able to deliver fresh
doughnuts and cookies to where our consumers are located. We continued to add
quality Global Points of Access across our network as we convert markets into
fully implemented Hub and Spoke models, including a net total of 294 new Global
Points of Access in the third quarter of fiscal 2022 to surpass 11,700 Global
Points of Access. The primary driver of the increased Points of Access during
the third quarter was the continued expansion of our low capital DFD network in
alignment with our transformation strategy, as we added 254 DFD Doors globally,
including 200 DFD Doors to the U.S. and Canada segment, five to the
International segment, and 49 to the Market Development segment. As highlighted
by the more developed model within the International segment, the
capital-efficient Hub and Spoke distribution model increases accessibility to
our consumers and drives higher profitability and increased margins. We expect
DFD growth to continue to be one of our most significant drivers of earnings
growth, through both increased door count and growth in average revenue per door
per week ("APD"), which rose by 3.1% in the U.S. and Canada in the third quarter
of fiscal 2022 compared to the third quarter of fiscal 2021. During the third
quarter, we also continued to reassess performance of DFD Doors globally, and
took actions to reduce the number of lower growth doors while at the same time
leveraging price increases in the U.S. and Canada towards the end of the
quarter.

At the beginning of the fourth quarter of fiscal 2022, we announced a
partnership with McDonald's on a small-scale test to offer doughnuts at
McDonald's restaurants in Louisville, Kentucky and the surrounding area, which
began October 26, 2022. This is our first restaurant partnership as we continue
to look for new ways to increase access to fresh doughnuts through our DFD
network - a key element of our omni-channel strategy to attain 50,000 Global
Points of Access.

Internationally, we added a net 29 franchised Doughnut Shops during the third
quarter of fiscal 2022. We also signed a new agreement for 33% equity ownership
of Krispy Kreme development rights in France, with shop openings expected in the
future.

The increase in Points of Access and the strong growth in APD in the U.S. and
Canada allowed our trailing four quarters Sales per Hub to increase 18.4% from
$3.8 million in the third quarter of fiscal 2021 to a record high $4.5 million
in the third quarter of fiscal 2022. Our trailing four quarters International
Sales per Hub also increased by 16.3% from $8.6 million to $10.0 million for the
same periods. The increase in our Sales per Hub domestically and internationally
led to 12.0% organic revenue growth in the third quarter compared to the same
period in the prior year. Our goal is to continue to grow our Sales per Hub over
time, which we believe will drive higher margins and higher return on invested
capital.

During the third quarter, the macroeconomic environment has continued to be
challenging with supply chain disruption, inflationary pressures in commodities
and labor costs, and inflationary pressures on consumer demand. These effects
have been felt most heavily by our KKUK business. To protect margins, we
increased prices in the U.K. and for Krispy Kreme U.S. by mid to high single
digits at the beginning of the third quarter in most channels, and increased
prices for DFD in September. At the same time, we reduced the level of
discounting for Krispy Kreme U.S. and Canada towards the end of the quarter,
seeing a beneficial impact on adjusted EBITDA margins in the latter part of the
quarter.

Additionally, during the third quarter of fiscal 2022, we continued to progress
on portfolio optimization efforts for our legacy Krispy Kreme U.S. and Canada
business, with a focus on our Hubs without Spokes and overall efficiencies. Some
of this optimization includes converting shop types to better leverage labor
costs and to better facilitate the expansion of DFD, reviewing the overall cost
structure, and other actions. We believe this will enable us to focus even more
on capital-efficient expansion in key strategic markets and to improve overall
margins. As part of these efforts, we decided to exit additional Doughnut Shops
in the U.S. during the third quarter of fiscal 2022, incremental to the Doughnut
Shop exits determined during the second quarter. We will continue to assess the
Krispy Kreme U.S. and Canada portfolio through the end of fiscal 2022.
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Ecommerce, Brand, and Innovation



Ecommerce represented 18.5% of our Doughnut and Cookie Shop sales (excluding
DFD) for the third quarter of fiscal 2022, up from less than 10% pre-pandemic
and 17.2% for the full fiscal year 2021. We are also expanding the delivery
radius in several key markets around the world through partnerships with third
party aggregators and the addition of Dark Shops.

Innovation is a significant driver of frequency as we create and introduce premium, fresh and buzz-worthy offerings to consumers across our Points of Access. High profile initiatives during the third quarter included Pumpkin Spice across all channels in the U.S. and Jaffa Cake in the U.K., among many others.


                    [[Image Removed: dnut-20221002_g2.jpg]]

Key Performance Indicators and Non-GAAP Measures



We monitor the key performance indicators and non-GAAP metrics set forth below
to help us evaluate our business and growth trends, establish budgets, measure
the effectiveness of our sales and marketing efforts, and assess operational
efficiencies. The calculation of the key performance indicators discussed below
may differ from other similarly titled metrics used by other companies,
securities analysts, or investors.

Throughout this Quarterly Report on Form 10-Q, we utilize "Global Points of
Access" as a key performance indicator. Global Points of Access reflect all
locations at which fresh doughnuts or cookies can be purchased. We define Global
Points of Access to include all Hot Light Theater Shops, Fresh Shops, Carts,
Food Trucks, and Other, DFD Doors, Cookie Shops, and other defined points at
both Company-owned and franchise locations as of the end of the respective
reporting period. We monitor Global Points of Access as a metric that informs
the growth of our omni-channel presence over time and believe this metric is
useful to investors to understand our footprint in each of our segments and by
asset type.
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The following table presents our Global Points of Access, by segment and type,
as of the end of the third quarter of fiscal 2022, the third quarter of fiscal
2021, and fiscal 2021, respectively:

                                                                            

Global Points of Access (1)


                                                                        Quarter Ended                                Fiscal Year Ended
                                                        October 2, 2022                October 3, 2021                January 2, 2022
U.S. and Canada: (2)
Hot Light Theater Shops                                         244                            238                                241
Fresh Shops                                                      67                             57                                 66
Cookie Shops                                                    227                            206                                210
Carts, Food Trucks, and Other (3)                                 1                              -                                  2
DFD Doors                                                     5,720                          5,220                              5,204
Total                                                         6,259                          5,721                              5,723
International:
Hot Light Theater Shops                                          35                             30                                 32
Fresh Shops                                                     384                            363                                370
Carts, Food Trucks, and Other (3)                                12                              1                                  1
DFD Doors                                                     3,008                          2,415                              2,488
Total                                                         3,439                          2,809                              2,891
Market Development: (4)
Hot Light Theater Shops                                         107                            113                                109
Fresh Shops                                                     803                            761                                782
Carts, Food Trucks, and Other (3)                                29                             30                                 31
DFD Doors                                                     1,066                            607                                891
Total                                                         2,005                          1,511                              1,813
Total Global Points of Access (as defined)                   11,703                         10,041                             10,427
Total Hot Light Theater Shops                                   386                            381                                382
Total Fresh Shops                                             1,254                          1,181                              1,218
Total Cookie Shops                                              227                            206                                210
Total Shops                                                   1,867                          1,768                              1,810
Total Carts, Food Trucks, and Other                              42                             31                                 34
Total DFD Doors                                               9,794                          8,242                              8,583
Total Global Points of Access (as defined)                   11,703                         10,041                             10,427


(1)Excludes Branded Sweet Treat Line distribution points.
(2)Includes Points of Access that were acquired from a franchisee in Canada
during the fourth quarter of fiscal 2021. These Points of Access were previously
included in the Market Development segment. See   Note 2  , Acquisitions, to our
Condensed Consolidated Financial Statements for further information.
(3)Carts and Food Trucks are non-producing, mobile (typically on wheels)
facilities without walls or a door where product is received from a Hot Light
Theater Shop or Doughnut Factory. Other includes a vending machine as of
October 2, 2022. Points of Access in this category are primarily found in
international locations, in airports, train stations, etc. Comparative data has
been included in all periods presented above.
(4)Includes locations in Japan, which are Company-owned. All remaining Points of
Access in the Market Development segment relate to our franchise business.

As of October 2, 2022, we had 11,703 Global Points of Access, with 1,867 Krispy
Kreme and Insomnia Cookies branded shops, 42 Carts, Food Trucks, and Other, and
9,794 DFD Doors. During the third quarter of fiscal 2022 we added a net 30
additional shops globally, including 24 Fresh Shops and six Insomnia Cookie
Shops. In the quarter, Hot Light Theater Shops were added in locations such as
Tennessee and Staten Island, New York domestically, as well as Dublin, Ireland,
Abu Dhabi, United Arab Emirates, and Penang, Malaysia, internationally. These
additions were offset by the strategic exit of Hot Light Theater Shops in the
U.S. discussed in "Significant Events and Transactions." We added a net 254 new
DFD Doors during the quarter as we continue to focus on the expansion of our Hub
and Spoke model. We plan to continue adding new locations and expanding our
Ecommerce and delivery platform in order to extend the availability of our
products.
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We also utilize "Hubs" as a key performance indicator. Our transformation is
driven by the implementation of an omni-channel strategy to reach more consumers
where they are and drive revenue growth, and this strategy is supported by a
capital-efficient Hub and Spoke distribution model that provides a route to
market and powers profitability. Our Hot Light Theater shops and Doughnut
Factories serve as centralized production facilities ("Hubs"). From these Hubs,
we deliver doughnuts to our Fresh Shops, Carts, Food Trucks, and Other, Dark
Shops, and DFD Doors ("Spokes") through an integrated network of
company-operated delivery routes, ensuring quality and freshness. A Dark Shop is
a non-consumer facing, non-producing facility where product is received from a
Hub and stored until taken out for delivery, typically via Ecommerce channels.

The following table presents our Hubs, by segment and type, as of the end of the
third quarter of fiscal 2022, the third quarter of fiscal 2021, and fiscal 2021,
respectively:

                                                           Hubs
                                           Quarter Ended                  Fiscal Year Ended
                               October 2, 2022       October 3, 2021       January 2, 2022
U.S. and Canada:
Hot Light Theater Shops (1)          241                   234                    238
Doughnut Factories                     4                     4                      4
Total                                245                   238                    242
Hubs with Spokes                     129                   121                    126
International:
Hot Light Theater Shops (1)           26                    25                     25
Doughnut Factories                    11                    10                     11
Total                                 37                    35                     36
Hubs with Spokes                      37                    35                     36
Market Development:
Hot Light Theater Shops (1)          103                   111                    106
Doughnut Factories                    26                    26                     27
Total                                129                   137                    133
Total Hubs                           411                   410                    411

(1)Includes only Hot Light Theater Shops and excludes Mini Theaters. A Mini Theater is a Spoke location that produces some doughnuts for itself and also receives doughnuts from another producing location.

Non-GAAP Measures



We report our financial results in accordance with generally accepted accounting
principles in the United States of America ("GAAP"); however, management
evaluates our results of operations using, among other measures, organic revenue
growth, adjusted earnings before interest, taxes, depreciation and amortization
("Adjusted EBITDA"), and Adjusted Net Income as we believe these non-GAAP
measures are useful in evaluating our operating performance.

These non-GAAP financial measures are not universally consistent calculations,
limiting their usefulness as comparative measures. Other companies may calculate
similarly titled financial measures differently than we do or may not calculate
them at all. Additionally, these non-GAAP financial measures are not
measurements of financial performance under GAAP. In order to facilitate a clear
understanding of our consolidated historical operating results, you should
examine our non-GAAP financial measures in conjunction with our historical
Condensed Consolidated Financial Statements and notes thereto included in this
Quarterly Report on Form 10-Q.

Organic Revenue Growth



Organic revenue growth measures our revenue growth trends excluding the impact
of acquisitions and foreign currency, and we believe it is useful for investors
to understand the expansion of our global footprint through internal efforts. We
define organic revenue growth as the growth in revenues, excluding (i) acquired
shops owned by us for less than 12 months following their acquisition, (ii) the
impact of foreign currency exchange rate changes, and (iii) the impact of
revenues generated during the 53rd week for those fiscal years that have a 53rd
week based on our fiscal calendar defined in   Note 1  , Description of Business
and Summary of Significant Accounting Policies. See "Results of Operations" for
our organic growth calculations for the periods presented.
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Adjusted EBITDA and Adjusted Net Income



We define "Adjusted EBITDA" as earnings before interest expense, net (including
interest payable to related parties), income tax expense/(benefit), and
depreciation and amortization, with further adjustments for share-based
compensation, certain strategic initiatives, acquisition and integration
expenses, and other certain non-recurring, infrequent or non-core income and
expense items. Adjusted EBITDA enables operating performance to be reviewed
across reporting periods on a consistent basis and is one of the principal
measures used by management to evaluate and monitor our operating performance.

We define "Adjusted Net Income" as net loss adjusted for interest expense - related party, share-based compensation, certain strategic initiatives, acquisition and integration expenses, amortization of acquisition-related intangibles, the tax impact of adjustments and other certain non-recurring, infrequent or non-core income and expense items.



Adjusted EBITDA and Adjusted Net Income have certain limitations, including
adjustments for income and expense items that are required by GAAP. In
evaluating these non-GAAP measures, you should be aware that in the future we
will incur expenses that are the same as or similar to some of the adjustments
in this presentation, such as share-based compensation. Our presentation of
Adjusted EBITDA and Adjusted Net Income should not be construed to imply that
our future results will be unaffected by any such adjustments. Management
compensates for these limitations by relying on our GAAP results in addition to
using Adjusted EBITDA and Adjusted Net Income supplementally.

The following tables present a reconciliation of net loss to Adjusted EBITDA and net loss to Adjusted Net Income for the periods presented:


                                                         Quarter Ended                          Three Quarters Ended
                                                October 2,          October 3,                                    October 3,
(in thousands)                                     2022                2021              October 2, 2022             2021
Net loss                                       $  (11,840)         $  

(3,752) $ (7,790) $ (19,126) Interest expense, net

                               8,871               7,186                    23,808              25,228
Interest expense - related party(1)                     -                   -                         -              10,387
Income tax expense/(benefit)                          294              (2,342)                    5,668               8,266
Depreciation and amortization expense              28,127              25,663                    83,782              74,258
Share-based compensation                            2,825               6,315                    13,318              16,973
Employer payroll taxes related to share-based
compensation                                            2               1,171                        92               2,012
Other non-operating expense/(income), net(2)        1,648                 732                     2,083                (126)

Acquisition and integration expenses(3)               790               1,288                     1,389               3,663
Shop closure expenses(4)                            5,735                   -                     7,859                   -
Restructuring and severance expenses(5)             2,328                  57                     2,804               1,393
IPO-related expenses(6)                                 -               4,018                         -              14,221
Gain on sale-leaseback                             (1,937)                  -                      (4,311)                -
Other(7)                                            1,699               1,081                     6,108               3,064
Adjusted EBITDA                                $   38,542          $   41,417          $        134,810          $  140,213


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                                                         Quarter Ended                          Three Quarters Ended
                                                October 2,          October 3,                                    October 3,
(in thousands)                                     2022                2021              October 2, 2022             2021
Net loss                                       $  (11,840)         $   

(3,752) $ (7,790) $ (19,126) Interest expense - related party(1)

                     -                   -                         -              10,387
Share-based compensation                            2,825               6,315                    13,318              16,973
Employer payroll taxes related to share-based
compensation                                            2               1,171                        92               2,012
Other non-operating expense/(income), net(2)        1,648                 732                     2,083                (126)

Acquisition and integration expenses(3)               790               1,288                     1,389               3,663
Shop closure expenses(4)                            5,735                   -                     8,109                   -
Restructuring and severance expenses(5)             2,328                  57                     2,804               1,393
IPO-related expenses(6)                                 -               4,018                         -              14,221
Gain on sale-leaseback                             (1,937)                     -                   (4,311)                   -
Other(7)                                            1,699               1,081                     6,108               3,064
Amortization of acquisition related
intangibles(8)                                      7,083               7,497                    21,307              22,573
KKI Term Loan Facility interest and debt
issuance costs(9)                                       -                 107                         -               2,448
Tax impact of adjustments(10)                      (2,470)             (5,784)                   (5,889)            (10,604)
Tax specific adjustments(11)                            -                (114)                     (628)              3,833
Adjusted net income                            $    5,863          $   12,616          $         36,592          $   50,711


(1)Consists of interest expense related to the Related Party Notes which were
paid off in full during the quarter ended July 4, 2021.
(2)Primarily foreign translation gains and losses in each period.
(3)Consists of acquisition and integration-related costs in connection with the
Company's business and franchise acquisitions, including legal, due diligence,
consulting and advisory fees incurred in connection with acquisition and
integration-related activities for the applicable period.
(4)Includes lease termination costs, impairment charges, and loss on disposal of
property, plant and equipment. Shop closure expenses included in Adjusted Net
Income for the three quarters ended October 2, 2022 are inclusive of accelerated
depreciation related to replacing a point of sale system.
(5)The quarter and three quarters ended October 2, 2022 consist of costs
associated with restructuring of the global executive team. The quarter and
three quarters ended October 3, 2021 consist of severance and related benefits
costs associated with the Company's realignment of the Company shop
organizational structure to better support the DFD and Branded Sweet Treat Line
businesses.
(6)Includes consulting and advisory fees incurred in connection with preparation
for and execution of the Company's IPO.
(7)The quarter and three quarters ended October 2, 2022 and October 3, 2021
consist primarily of legal expenses incurred outside the ordinary course of
business, including the net settlement of approximately $3.3 million negotiated
with TSW Foods, LLC.
(8)Consists of amortization related to acquired intangible assets as reflected
within depreciation and amortization in the Condensed Consolidated Statements of
Operations.
(9)Includes interest expense and debt issuance costs incurred and recognized as
expenses in connection with the extinguishment of the KKI Term Loan Facility
within four business days of receipt of the net proceeds from the IPO.
(10)Tax impact of adjustments calculated applying the applicable statutory
rates. The three quarters ended October 2, 2022 also include the impact of
disallowed executive compensation expense and a discrete tax benefit related to
a legal accrual.
(11)The three quarters ended October 2, 2022 consist of the recognition of a
previously unrecognized tax benefit unrelated to ongoing operations. The three
quarters ended October 3, 2021 consist primarily of the effect of tax law
changes on existing temporary differences.
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Sales Per Hub



In order to measure the effectiveness of our Hub and Spoke model, we use "Sales
per Hub" on a trailing four-quarter basis, which includes all revenue generated
from a Hub and its associated Spokes. Sales per Hub equals Fresh Revenues from
Hubs with Spokes, divided by the average number of Hubs with Spokes during the
period. Fresh Revenues include product sales generated from our Doughnut Shop
business (including Ecommerce and delivery), as well as DFD sales, but excluding
sales from our legacy wholesale business and our Branded Sweet Treat Line. It
also excludes all Insomnia Cookies revenues as the measure is focused on the
Krispy Kreme business. The Average Hub with Spokes for a period is calculated as
the average of the number of Hubs with Spokes at the end of the five most recent
quarters. The Sales per Hub performance measure allows us and investors to
measure our effectiveness at leveraging the Hubs in the Hub and Spoke model to
distribute product and generate cost efficiencies and profitability.

Sales per Hub was as follows for each of the trailing four quarters periods
below:

                                                       Trailing Four
                                                       Quarters Ended                Fiscal Year Ended
                                                                              January 2,          January 3,
(in thousands, unless otherwise stated)               October 2, 2022            2022                2021
U.S. and Canada:
Revenues                                              $   1,005,414          $  928,413          $  782,717
Non-Fresh Revenues (1)                                      (39,148)            (37,311)           (128,619)

Fresh Revenues from Insomnia Cookies and Hubs without Spokes (2)

                                                 (402,544)           (415,768)           (323,079)
Sales from Hubs with Spokes                                 563,722             475,334             331,019
Sales per Hub (millions)                                        4.5                 4.0                 3.5

International:


Sales from Hubs with Spokes (3)                       $     362,978          $  332,995          $  230,185
Sales per Hub (millions)                                       10.0                 9.1                 6.4


(1)Includes legacy wholesale business revenues and Branded Sweet Treat Line
revenues.
(2)Includes Insomnia Cookies revenues and Fresh Revenues generated by Hubs
without Spokes.
(3)Total International net revenues is equal to Fresh Revenues from Hubs with
Spokes for that business segment.

In our International segment, where the Hub and Spoke model is most developed,
Sales per Hub reached $10.0 million, up from $9.1 million in the full fiscal
year 2021 and $6.4 million in the full fiscal year 2020. The International
segment illustrates the benefits of leveraging our Hub and Spoke model in the
most efficient way to grow the business, as shown by the its quick recovery from
the impacts of the COVID-19 pandemic and growth in profit margins. In the U.S.
and Canada segment, we reached Sales per Hub of $4.5 million, up from $4.0
million in the full fiscal year 2021 and $3.5 million in the full fiscal year
2020. U.S. and Canada growth was driven by our efforts to increase the number of
DFD Doors served by our Hubs and to increase APD for the DFD Door portfolio, as
the segment makes progress toward optimizing the model to look more like
International. As we further extend the Hub and Spoke model into existing and
new markets around the world, increase innovation, and selectively take pricing
actions, we expect to see this measure continue to grow.
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Results of Operations

The following comparisons are historical results and are not indicative of future results which could differ materially from the historical financial information presented.

Quarter ended October 2, 2022 compared to the Quarter ended October 3, 2021



The following table presents our unaudited condensed consolidated results of
operations for the quarter ended October 2, 2022 and the quarter ended
October 3, 2021:

                                                                                 Quarter Ended
                                                       October 2, 2022                                   October 3, 2021                                 Change
(in thousands except percentages)             Amount                % of Revenue                Amount                % of Revenue                $                 %
Net revenues
Product sales                            $      370,216                      98.1  %       $      334,324                      97.5  %       $ 35,892               10.7  %
Royalties and other revenues                      7,306                       1.9  %                8,475                       2.5  %         (1,169)             -13.8  %
Total net revenues                              377,522                     100.0  %              342,799                     100.0  %         34,723               10.1  %
Product and distribution costs                  102,870                      27.2  %               92,152                      26.9  %         10,718               11.6  %
Operating expenses                              177,592                      47.0  %              157,315                      45.9  %         20,277               12.9  %
Selling, general and administrative
expense                                          54,801                      14.5  %               52,950                      15.4  %          1,851                3.5  %
Marketing expenses                               10,995                       2.9  %               12,062                       3.5  %         (1,067)              -8.8  %
Pre-opening costs                                 1,200                       0.3  %                1,192                       0.3  %              8                0.7  %
Other expenses/(income), net                      2,964                       0.8  %                 (359)                     -0.1  %          3,323              925.6  %
Depreciation and amortization expense            28,127                       7.5  %               25,663                       7.5  %          2,464                9.6  %
Operating (loss)/income                          (1,027)                     -0.3  %                1,824                       0.5  %         (2,851)            -156.3  %
Interest expense, net                             8,871                       2.3  %                7,186                       2.1  %          1,685               23.4  %

Other non-operating expense, net                  1,648                       0.4  %                  732                       0.2  %            916              125.1  %
Loss before income taxes                        (11,546)                     -3.1  %               (6,094)                     -1.8  %         (5,452)             -89.5  %
Income tax expense/(benefit)                        294                       0.1  %               (2,342)                     -0.7  %          2,636              112.6  %
Net loss                                        (11,840)                     -3.1  %               (3,752)                     -1.1  %         (8,088)            -215.6  %
Net income attributable to
noncontrolling interest                           1,216                       0.3  %                1,907                       0.6  %           (691)             -36.2  %
Net loss attributable to Krispy Kreme,
Inc.                                     $      (13,056)                     -3.5  %       $       (5,659)                     -1.7  %       $ (7,397)            -130.7  %


Product sales: Product sales increased $35.9 million, or 10.7%, from the third
quarter of fiscal 2021 to the third quarter of fiscal 2022. Approximately $5.3
million of the increase in product sales was attributable to shops acquired from
franchisees. However, product sales growth was partially offset by $11.5 million
attributable to foreign currencies weakening against the U.S. dollar.

Royalties and other revenues: Royalties and other revenues decreased $1.2
million, or 13.8%, from the third quarter of fiscal 2021 to the third quarter of
fiscal 2022, reflecting the impact of franchise acquisitions, including KK
Canada in the fourth quarter of fiscal 2021 and a U.S. franchisee in the third
quarter of fiscal 2022.
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The following table presents a further breakdown of total net revenue and organic revenue growth by segment for the quarter ended October 2, 2022 compared to the quarter ended October 3, 2021:



                                             U.S. and                                    Market              Total
(in thousands except percentages)             Canada           International          Development           Company
Total net revenues in third quarter of
fiscal 2022                                $ 252,609          $      91,934          $    32,979          $ 377,522
Total net revenues in third quarter of
fiscal 2021                                  225,807                 87,262               29,730            342,799
Total Net Revenues Growth                     26,802                  4,672                3,249             34,723
Total Net Revenues Growth %                     11.9  %                 5.4  %              10.9  %            10.1  %
Impact of acquisitions                        (6,809)                     -                1,917             (4,892)
Impact of foreign currency translation             -                  8,890                2,564             11,454
Organic Revenue Growth                     $  19,993          $      13,562          $     7,730          $  41,285
Organic Revenue Growth %                         8.9  %                15.5  %              26.0  %            12.0  %


Total net revenue growth during the third quarter of fiscal 2022 of $34.7
million, or approximately 10.1%, and organic revenue growth of $41.3 million, or
approximately 12.0%, was driven by increasing availability through new Global
Points of Access, mostly capital-light DFD Doors, and via Ecommerce.
Additionally, pricing action was taken early in the third quarter of fiscal 2022
in the U.S. (with additional DFD pricing taken towards the end of the third
quarter) and the U.K. to offset labor and commodity inflation impacts.

U.S. and Canada segment net revenue growth was driven by a combination of
continued execution of our omni-channel strategy and franchise acquisitions,
including KK Canada and a U.S. franchisee. U.S. and Canada net revenue grew
$26.8 million, or approximately 11.9%, from the third quarter of fiscal 2021 to
the third quarter of fiscal 2022 while U.S. and Canada organic revenue increased
$20.0 million, or approximately 8.9%, from the third quarter of fiscal 2021 to
the third quarter of fiscal 2022. Organic growth was driven by successful
seasonal offerings, such as our Pumpkin Spice LTO, coupled with continued
expansion of fresh Points of Access, particularly low capital DFD Doors which
have increased by 500 (and with a 3.1% increase in APD) compared to the third
quarter of fiscal 2021. We also operated an additional 21 Insomnia Cookies shops
compared to the third quarter of fiscal 2021. Our organic growth has also been
supplemented by effective pricing increases taken in the second half of fiscal
2021 and again during the third quarter of fiscal 2022, leading to significant
increase in the average transaction size, but offset some by transaction
declines.

Our International segment net revenue grew $4.7 million, or approximately 5.4%,
from the third quarter of fiscal 2021 to the third quarter of fiscal 2022, in
spite of foreign currency translation impacts of $8.9 million from a
strengthening U.S. dollar. International organic revenue grew $13.6 million, or
approximately 15.5%, from the third quarter of fiscal 2021 to the third quarter
of fiscal 2022, driven by the substantial expansion of DFD Doors and new shop
openings, with fresh Points of Access increasing by 630, or 22.4%, to 3,439
compared to the third quarter of fiscal 2021. Growth was strong in Mexico,
Australia, and New Zealand. We still saw organic growth in the U.K. and Ireland
despite a challenging consumer environment, with inflationary pressures
contributing to a decline in consumer traffic in our shops.

Our Market Development segment net revenue increased $3.2 million, or
approximately 10.9%, from the third quarter of fiscal 2021 to the third quarter
of fiscal 2022, in spite of the impacts of franchise acquisitions such as KK
Canada and certain foreign currencies devaluing against the U.S. dollar. When
adjusted for the impacts of acquisitions and foreign currency, Market
Development organic revenue grew $7.7 million, or approximately 26.0%, from the
third quarter of fiscal 2021 to the third quarter of fiscal 2022, driven by
focused growth in our international franchise markets and Japan, including
benefits from DFD expansion.

Product and distribution costs (exclusive of depreciation and amortization):
Product and distribution costs increased $10.7 million, or 11.6%, from the third
quarter of fiscal 2021 to the third quarter of fiscal 2022, attributable to the
same factors as our revenue growth. Product and distribution costs as a
percentage of revenue increased by approximately 30 basis points from 26.9% in
the third quarter of fiscal 2021 to 27.2% in the third quarter of fiscal 2022.
This increase was primarily driven by inflationary pressures on commodities and
logistics costs in the third quarter of fiscal 2022, as well as increased
promotional activity in the U.S. and Canada. We significantly reduced the level
of discounting for Krispy Kreme U.S. and Canada towards the end of the third
quarter of fiscal 2022, which led to a reduction of product and distribution
costs as a percentage of revenue in September.
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Operating expenses: Operating expenses increased $20.3 million, or 12.9%, from
the third quarter of fiscal 2021 to the third quarter of fiscal 2022, driven
mainly by labor cost inflation, as well as investments to support growth.
Operating expenses as a percentage of revenue increased approximately 110 basis
points, from 45.9% in the third quarter of fiscal 2021 to 47.0% in the third
quarter of fiscal 2022, primarily due to the labor cost inflation, particularly
internationally, coupled with transaction volume declines for KKUK. This has
been partially offset by efficiency benefits from DFD expansion as we execute
our Hub and Spoke transformation.

Selling, general and administrative expense: Selling, general and administrative
("SG&A") expense increased $1.9 million, or 3.5%, from the third quarter of
fiscal 2021 to the third quarter of fiscal 2022. As a percentage of revenue,
SG&A expense decreased approximately 90 basis points, from 15.4% in the third
quarter of fiscal 2021 to 14.5% in the third quarter of fiscal 2022, primarily
due to lower share-based compensation expenses associated with forfeitures, as
well as economies of scale from our top-line revenue growth.

Other expenses/(income), net: Other expenses, net of $3.0 million in the third
quarter of fiscal 2022 was primarily driven by impairment and lease termination
costs, net of a gain from a sale-leaseback transaction. As part of our
omni-channel transformation, we continued portfolio optimization efforts for
Krispy Kreme U.S. and Canada during the third quarter of fiscal 2022, which
included deciding to exit additional lower margin shops in the U.S. We expect
additional impairment and lease termination costs related to this project in the
remainder of fiscal 2022.

Depreciation and amortization expense: Depreciation and amortization expense
increased $2.5 million, or 9.6%, from the third quarter of fiscal 2021 to the
third quarter of fiscal 2022, primarily driven by increased capital spend and
assets placed into service to support the Hub and Spoke model evolution.

Income tax expense: The income tax expense of $0.3 million in the third quarter
of fiscal 2022 was driven by disallowed executive compensation expense and the
mix of income between the U.S. and foreign jurisdictions.

Net income attributable to noncontrolling interest: Net income attributable to
noncontrolling interest decreased $0.7 million or 36.2%, from the third quarter
of fiscal 2021 to the third quarter of fiscal 2022, driven by less earnings
allocated to certain consolidated subsidiaries, particularly WKS Krispy Kreme.

Results of Operations by Segment - Quarter ended October 2, 2022 compared to the Quarter ended October 3, 2021



The following table presents Adjusted EBITDA by segment for the periods
indicated:

                                                      Quarter Ended                              Change
                                             October 2,          October 3,
(in thousands except percentages)               2022                2021                 $                   %
Adjusted EBITDA
U.S. and Canada                             $   21,896          $   19,912          $   1,984                 10.0  %
International                                   18,254              21,655             (3,401)               -15.7  %
Market Development                              10,353               9,033              1,320                 14.6  %
Corporate                                      (11,961)             (9,183)            (2,778)               -30.3  %
Total Adjusted EBITDA (1)                   $   38,542          $   41,417          $  (2,875)                -6.9  %

(1)Refer to "Key Performance Indicators and Non-GAAP Measures" above for a reconciliation of Adjusted EBITDA to net income/(loss).


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U.S. and Canada Adjusted EBITDA increased $2.0 million, or 10.0%, with margin
relatively flat at 8.7% in the third quarter of fiscal 2022 compared to the
third quarter of fiscal 2021. The adjusted EBITDA margin was driven by cost
increases in labor and commodities. This has been partially offset by efficiency
benefits from DFD expansion as we execute our Hub and Spoke transformation, an
improvement in margin for our Branded Sweet Treat Line, margin growth for
Insomnia Cookies aided by better leverage of labor expenses, and the beneficial
impact of pricing increases. At the same time, we reduced the level of
discounting for Krispy Kreme U.S. and Canada towards the end of the third
quarter of fiscal 2022, seeing a beneficial impact on adjusted EBITDA margins in
September. Additionally, we believe the legacy U.S. and Canada optimization
efforts discussed in "Significant Events and Transactions" above will yield
improvement to margins in fiscal 2023 and 2024.

International Adjusted EBITDA decreased $3.4 million, or 15.7%, with margin
decline of approximately 490 basis points to 19.9% from the third quarter of
fiscal 2021 to the third quarter of fiscal 2022, due to cycling record
performance a year ago upon the re-opening from COVID-19, cost pressures from
labor and commodities, adverse impacts from foreign currency translation, and a
challenging consumer environment in the U.K.

Market Development Adjusted EBITDA increased $1.3 million, or 14.6%, from the
third quarter of fiscal 2021 to the third quarter of fiscal 2022 driven by
top-line growth of our international franchise markets, which more than offset
the impact of acquisitions and foreign currency fluctuations.

Corporate expenses within Adjusted EBITDA increased $2.8 million, or 30.3%, from
the third quarter of fiscal 2021 to the third quarter of fiscal 2022 primarily
due to an increase in costs associated with our operation as a public company.

Three Quarters ended October 2, 2022 compared to the Three Quarters ended October 3, 2021



The following table presents our unaudited condensed consolidated results of
operations for the three quarters ended October 2, 2022 and the three quarters
ended October 3, 2021:

                                                                             Three Quarters Ended
                                                      October 2, 2022                                    October 3, 2021                                 Change
(in thousands except percentages)             Amount                % of Revenue                Amount                % of Revenue                $                  %
Net revenues
Product sales                           $     1,102,045                      97.9  %       $      989,132                      97.6  %       $ 112,913               11.4  %
Royalties and other revenues                     23,254                       2.1  %               24,662                       2.4  %          (1,408)              -5.7  %
Total net revenues                            1,125,299                     100.0  %            1,013,794                     100.0  %         111,505               11.0  %
Product and distribution costs                  299,539                      26.6  %              257,166                      25.4  %          42,373               16.5  %
Operating expenses                              520,260                      46.2  %              462,733                      45.6  %          57,527               12.4  %
Selling, general and administrative
expense                                         160,266                      14.2  %              163,417                      16.1  %          (3,151)              -1.9  %
Marketing expenses                               32,369                       2.9  %               31,621                       3.1  %             748                2.4  %
Pre-opening costs                                 3,514                       0.3  %                4,335                       0.4  %            (821)             -18.9  %
Other expenses/(income), net                      1,800                       0.2  %               (4,365)                     -0.4  %           6,165              141.2  %
Depreciation and amortization expense            83,782                       7.4  %               74,258                       7.3  %           9,524               12.8  %
Operating income                                 23,769                       2.1  %               24,629                       2.4  %            (860)              -3.5  %
Interest expense, net                            23,808                       2.1  %               25,228                       2.5  %          (1,420)              -5.6  %
Interest expense - related party                      -                         -  %               10,387                       1.0  %         (10,387)            -100.0  %
Other non-operating expense/(income),
net                                               2,083                       0.2  %                 (126)                        -  %           2,209             1753.2  %
Loss before income taxes                         (2,122)                     -0.2  %              (10,860)                     -1.1  %           8,738               80.5  %
Income tax expense                                5,668                       0.5  %                8,266                       0.8  %          (2,598)             -31.4  %
Net loss                                         (7,790)                     -0.7  %              (19,126)                     -1.9  %          11,336               59.3  %
Net income attributable to
noncontrolling interest                           5,113                       0.5  %                6,736                       0.7  %          (1,623)             -24.1  %
Net loss attributable to Krispy Kreme,
Inc                                     $       (12,903)                     -1.1  %       $      (25,862)                     -2.6  %       $  12,959               50.1  %


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Product sales: Product sales increased $112.9 million, or 11.4%, from the first
three quarters of fiscal 2021 to the first three quarters of fiscal 2022.
Approximately $18.2 million of the increase in product sales was attributable to
shops acquired from franchisees. However, product sales growth was partially
offset by $24.6 million attributable to foreign currencies weakening against the
U.S. dollar.

Royalties and other revenues: Royalties and other revenues decreased 1.4
million, or 5.7%, from the first three quarters of fiscal 2021 to the first
three quarters of fiscal 2022, reflecting the impact of franchise acquisitions,
including KK Canada in the fourth quarter of fiscal 2021 and a U.S. franchisee
in the third quarter of fiscal 2022.

The following table presents a further breakdown of total net revenue and organic revenue growth by segment for the three quarters ended October 2, 2022 compared to the three quarters ended October 3, 2021:



(in thousands except percentages)              U.S. and Canada                International            Market Development             Total Company
Total net revenues in first three quarters
of fiscal 2022                             $                756,196       $             272,988       $              96,115       $           1,125,299
Total net revenues in first three quarters
of fiscal 2021                                              679,195                     243,005                      91,594                   1,013,794
Total Net Revenues Growth                                    77,001                      29,983                       4,521                     111,505
Total Net Revenues Growth %                                 11.3  %                     12.3  %                      4.9  %                     11.0  %
Impact of acquisitions                                     (21,738)                           -                       6,130                    (15,608)
Impact of foreign currency translation                            -                      18,843                       5,769                      24,612
Organic Revenue Growth                     $                 55,263       $              48,826       $              16,420       $             120,509
Organic Revenue Growth %                                     8.1  %                     20.1  %                     17.9  %                     11.9  %


Total net revenue growth of $111.5 million, or approximately 11.0%, and organic
revenue growth of $120.5 million, or approximately 11.9%, was driven by the
continued and successful execution of our growth strategy of deploying our
omni-channel approach globally. We have continued to increase availability
through new Global Points of Access and the omni-channel model, particularly the
expansion of Spokes, including DFD Doors, for existing Hubs with Spokes during
the first three quarters of fiscal 2022.

U.S. and Canada net revenue grew $77.0 million, or approximately 11.3% from the
first three quarters of fiscal 2021 to the first three quarters of fiscal 2022,
and was impacted by U.S. franchise acquisitions (17 shops in the first quarter
of fiscal 2021 and six additional shops in the third quarter of fiscal 2022) and
the acquisition of KK Canada. U.S. and Canada organic revenue grew $55.3
million, or approximately 8.1%, from the first three quarters of fiscal 2021 to
the first three quarters of fiscal 2022, driven by significant expansion of the
DFD business in strategic markets, increased leverage of Ecommerce and delivery
channels, Krispy Kreme and Insomnia Cookies new shop openings, and successful
LTOs.

Our International segment net revenue grew $30.0 million, or approximately
12.3%, from the first three quarters of fiscal 2021 to the first three quarters
of fiscal 2022, in spite of foreign currency translation impacts of $18.8
million from a strengthening U.S. dollar. International organic revenue grew
$48.8 million, or approximately 20.1%, from the first three quarters of fiscal
2021 to the first three quarters of fiscal 2022, driven mainly by substantial
expansion of DFD Doors, new shop openings, and successful LTOs.

Our Market Development segment net revenue grew $4.5 million, or approximately
4.9%, from the first three quarters of fiscal 2021 to the first three quarters
of fiscal 2022, in spite of the impacts of franchise acquisitions and certain
foreign currencies devaluing against the U.S. dollar. Market Development organic
revenue grew $16.4 million, or approximately 17.9%, from the first three
quarters of fiscal 2021 to the first three quarters of fiscal 2022, driven by
focused expansion in Japan and international franchise markets.

Product and distribution costs (exclusive of depreciation and amortization):
Product and distribution costs increased $42.4 million, or 16.5%, from the first
three quarters of fiscal 2021 to the first three quarters of fiscal 2022,
largely in line with and attributable to the same factors as our revenue growth.
Product and distribution costs as a percentage of revenue increased by
approximately 120 basis points from 25.4% in the first three quarters of fiscal
2021 to 26.6% in the first three quarters of fiscal 2022. The increase was
primarily driven by inflationary pressures on commodities and logistics costs in
the first three quarters of fiscal 2022.
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Operating expenses: Operating expenses increased $57.5 million, or 12.4%, from
the first three quarters of fiscal 2021 to the first three quarters of fiscal
2022, driven mainly by franchise acquisitions, labor cost inflation, and labor
investments to support growth. Franchise acquisitions, which result in
additional operating expenses that are needed to run Company-owned operations
versus franchises, contributed to the increase. Operating expenses as a
percentage of revenue increased approximately 60 basis points, from 45.6% in the
first three quarters of fiscal 2021 to 46.2% in the first three quarters of
fiscal 2022 with decreased performance for Hubs without Spokes for Krispy Kreme
U.S. and Canada coupled with transaction volume declines for KKUK. This has been
partially offset by efficiency benefits from DFD expansion as we execute our Hub
and Spoke transformation.

Selling, general and administrative expense: SG&A expense decreased by $3.2
million, or 1.9%, from the first three quarters of fiscal 2021 to the first
three quarters of fiscal 2022. As a percentage of revenue, SG&A expense
decreased approximately 190 basis points, from 16.1% in the first three quarters
of fiscal 2021 to 14.2% in the first three quarters of fiscal 2022. The decrease
was driven by higher IPO costs recognized in the first three quarters of fiscal
2021, a decrease of our employee compensation accrual in the second quarter of
fiscal 2022, as well as economies of scale from our top-line revenue growth.

Other expenses/(income), net: Other expenses, net of $1.8 million in the first
three quarters of fiscal 2022 was primarily driven by impairment and lease
termination costs, partially offset by gains from sale-leaseback transactions.
Other income, net of $4.4 million in the first three quarters of fiscal 2021 was
primarily driven by one-time COVID-related business interruption insurance
proceeds of approximately $3.5 million in the U.K. and Ireland.

Depreciation and amortization expense: Depreciation and amortization expense
increased $9.5 million, or 12.8%, from the first three quarters of fiscal 2021
to the first three quarters of fiscal 2022, primarily driven by increased assets
placed into service to support the Hub and Spoke model evolution.

Interest expense - related party: Interest expense with related parties
decreased $10.4 million, or 100.0% from the first three quarters of fiscal 2021
to the first three quarters of fiscal 2022, driven by paying off our Related
Party Notes in full with KK GP during the second quarter of fiscal 2021.

Income tax expense: Income tax expense of $5.7 million in the first three
quarters of fiscal 2022 was driven by the mix of income between the U.S. and
foreign jurisdictions, disallowed executive compensation expense, the
recognition of previously unrecognized tax benefits, and a discrete tax benefit
related to a legal settlement in the second quarter of fiscal 2022.

Net income attributable to noncontrolling interest: Net income attributable to
noncontrolling interest for the first three quarters of fiscal 2022 decreased
$1.6 million, or 24.1%, from the first three quarters of fiscal 2021, driven by
less earnings allocated to certain consolidated subsidiaries, particularly WKS
Krispy Kreme.
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Results of Operations by Segment - Three Quarters ended October 2, 2022 compared to the Three Quarters ended October 3, 2021



The following table presents Adjusted EBITDA by segment for the periods
indicated:

                                                     Three Quarters Ended                               Change
                                                                       October 3,
(in thousands except percentages)             October 2, 2022             2021                 $                    %
Adjusted EBITDA
U.S. and Canada                             $         81,521          $   75,760          $   5,761                   7.6  %
International                                         55,033              60,676             (5,643)                 -9.3  %
Market Development                                    32,135              29,782              2,353                   7.9  %
Corporate                                            (33,879)            (26,005)            (7,874)                -30.3  %
Total Adjusted EBITDA (1)                   $        134,810          $  140,213          $  (5,403)                 -3.9  %

(1)Refer to "Key Performance Indicators and Non-GAAP Measures" above for a reconciliation of Adjusted EBITDA to net loss.

U.S. and Canada Adjusted EBITDA increased $5.8 million, or 7.6%, with margin
decline of approximately 40 basis points to 10.8% from the first three quarters
of fiscal 2021 to the first three quarters of fiscal 2022. This decrease in
margin was driven by cost increases in labor and commodities and
underperformance in our Hubs without Spokes, partially offset by the positive
impacts from an increase in our Points of Access in our Hubs with Spokes and
pricing increase in the third quarter of fiscal 2022. Additionally, we believe
the legacy U.S. and Canada optimization efforts discussed in "Significant Events
and Transactions" above will yield improvement to margins in fiscal 2023 and
2024.

International Adjusted EBITDA decreased $5.6 million, or 9.3%, with margin
decline of approximately 480 basis points to 20.2% from the first three quarters
of fiscal 2021 to the first three quarters of fiscal 2022, due primarily to an
increase in labor and commodity costs compared to timing of price increases,
adverse foreign currency translation impacts, as well as a challenging consumer
environment in the U.K. Adjusted EBITDA in the first three quarters of fiscal
2021 was also impacted positively by $3.5 million business interruption
insurance proceeds related to COVID-19 in the U.K. Despite these factors, we
have seen positive impacts on Adjusted EBITDA margin from Points of Access
expansion and efficiencies from our Hub and Spoke model evolution.

Market Development Adjusted EBITDA increased $2.4 million, or 7.9%, from the
first three quarters of fiscal 2021 to the first three quarters of fiscal 2022
driven by top-line growth of our international franchise markets and Japan. This
growth more than offset the impact of acquisitions and foreign currency
translation.

Corporate expenses within Adjusted EBITDA increased $7.9 million, or 30.3%, from
the first three quarters of fiscal 2021 to the first three quarters of fiscal
2022 driven by an increase in costs associated with our operation as a public
company.

Capital Resources and Liquidity



Our principal sources of liquidity to date have included cash from operating
activities, cash on hand, amounts available under our credit facility, and
commercial trade financing including our "Supply Chain Financing Program" or the
"SCF Program." Our primary use of liquidity is to fund the cash requirements of
our business operations, including working capital needs, capital expenditures,
acquisitions and other commitments.

Our future obligations primarily consist of our debt and lease obligations, as
well as commitments under ingredient and other forward purchase contracts. As of
January 2, 2022, we had the following future obligations:

•An aggregate principal amount of $696.3 million outstanding under the 2019 Facility;

•Non-cancellable future minimum operating lease payments totaling $722.6 million;

•Non-cancellable future minimum finance lease payments totaling $39.9 million; and

•Purchase commitments under ingredient and other forward purchase contracts of $132.4 million.


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As of October 2, 2022, our outstanding principal amount under the 2019 Facility
was $750.5 million. The increase from the balance as of January 2, 2022 is due
to a net draw of $80.5 million on the revolving credit facility, which was used
in part to fund quarterly term loan repayments of $26.3 million.

We had cash and cash equivalents of $38.6 million as of January 2, 2022 and
$28.1 million as of October 2, 2022. We believe that our existing cash and cash
equivalents and debt facilities will be sufficient to fund our operating and
capital needs for at least the next twelve months. Our assessment of the period
of time through which our financial resources will be adequate to support our
operations is a forward-looking statement and involves risks and uncertainties.
Our actual results could vary because of, and our future capital requirements
will depend on, many factors, including our growth rate, the timing and extent
of spending to acquire franchises, the growth of our presence in new markets and
the expansion of our omni-channel model in existing markets. We may enter into
arrangements in the future to acquire or invest in complementary businesses,
services and technologies. We have based this estimate on assumptions that may
prove to be wrong, and we could use our available capital resources sooner than
we currently expect. We may be required to seek additional equity or debt
financing. In the event that additional financing is required from outside
sources, we may not be able to raise it on terms acceptable to us or at all. If
we are unable to raise additional capital when desired, or if we cannot expand
our operations or otherwise capitalize on our business opportunities because we
lack sufficient capital, our business, results of operations and financial
condition would be adversely affected.

Cash Flows



We generate significant cash from operations and have substantial credit
availability and capacity to fund operating and discretionary spending such as
capital expenditures and debt repayments. Our requirement for working capital is
not significant because our consumers pay us in cash or on debit or credit cards
at the time of the sale and we are able to sell many of our inventory items
before payment is due to the vendor of such items. The following table and
discussion present, for the periods indicated, a summary of our key cash flows
from operating, investing and financing activities:

                                                      Three Quarters Ended
(in thousands)                                October 2, 2022      October 3, 2021
Net cash provided by operating activities    $    70,730          $         98,788
Net cash used for investing activities           (87,701)                 

(116,716)


Net cash provided by financing activities         14,245                    

27,360

Cash Flows Provided by Operating Activities



Cash provided by operations totaled $70.7 million for the first three quarters
of fiscal 2022, a decrease of $28.1 million compared with the amount for the
first three quarters of fiscal 2021. Cash provided by operations decreased due
to a decline of $24.6 million from changes in operating assets and liabilities,
largely as a result of increases in inventories and other current and noncurrent
assets. These effects were also partially offset by operating results producing
a smaller net loss in the first three quarters of fiscal 2022 compared to the
first three quarters of fiscal 2021.

We have undertaken broad efforts to improve our working capital position and
cash generation, in part by negotiating longer payment terms with vendors. We
have an agreement with a third-party administrator which allows participating
vendors to track our payments, and if voluntarily elected by the vendor, to sell
payment obligations from us to financial institutions as part of our SCF
Program. Our typical payment terms for trade payables range up to 180 days
outside of the SCF Program, depending on the type of vendors and the nature of
the supplies or services. For vendors under the SCF Program, we have established
payable terms ranging up to, but not exceeding, 360 days. When participating
vendors elect to sell one or more of our payment obligations, our rights and
obligations to settle the payables on their contractual due date are not
impacted. We have no economic or commercial interest in a vendor's decision to
enter into these agreements and the financial institutions do not provide us
with incentives such as rebates or profit sharing under the SCF Program. We
agree on commercial terms with vendors for the goods and services procured,
which are consistent with payment terms observed at other peer companies in the
industry, and as the terms are not impacted by the SCF Program, such obligations
are classified as trade payables. Our increased use of the SCF programs has
continued through the quarter ended October 2, 2022.
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Cash Flows Used for Investing Activities



Cash used for investing activities totaled $87.7 million for the first three
quarters of fiscal 2022, a decrease in investment of $29.0 million compared with
the first three quarters of fiscal 2021. The decrease is primarily due to $33.9
million cash used for acquisitions of franchised shops in the first three
quarters of fiscal 2021 (compared to $17.3 million cash used for acquisitions
completed in the first three quarters of fiscal 2022), in addition to $5.7
million of proceeds from sale-leaseback transactions completed in the first
three quarters of fiscal 2022. We also decreased our cash paid for purchases of
property and equipment as a percentage of net revenue in the first three
quarters of fiscal 2022 compared to the first three quarters of fiscal 2021,
aided by capital-light DFD expansion.

Cash Flows Provided by Financing Activities



Cash provided by financing activities totaled $14.2 million for the first three
quarters of fiscal 2022, a reduction in financing of $13.1 million compared with
the first three quarters of fiscal 2021. The reduction in financing was
primarily due to decreasing our reliance on equity financing in the first three
quarters of fiscal 2022 compared to the first three quarters of fiscal 2021, in
addition to our payment of $12.5 million of issuance costs in connection with
the IPO during the first quarter of fiscal 2022.

The reductions in financing were partially offset by $35.8 million of cash
inflows related to structured payables programs (net proceeds on structured
payables of $7.7 million in the three quarters ended October 2, 2022 compared to
net payments on structured payables of $28.1 million in the three quarters ended
October 3, 2021). We utilize various card products issued by financial
institutions to facilitate purchases of goods and services. By using these
products, we may receive differing levels of rebates based on timing of
repayment. The payment obligations under these cards products are classified as
structured payables on our Condensed Consolidated Balance Sheets and the
associated cash flows are included in the financing section of our Condensed
Consolidated Statement of Cash Flows.

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