Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 05, 2024 | Jun. 25, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38250 | ||
Entity Registrant Name | FAT Brands Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-1302696 | ||
Entity Address, Address Line One | 9720 Wilshire Blvd. | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Beverly Hills | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90212 | ||
City Area Code | (310) | ||
Local Phone Number | 319-1850 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 55.2 | ||
Entity Central Index Key | 0001705012 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | FAT | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 15,694,786 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class B Common Stock, par value $0.0001 per share | ||
Trading Symbol | FATBB | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 1,270,805 | ||
Series B Cumulative Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series B Cumulative Preferred Stock, par value $0.0001 per share | ||
Trading Symbol | FATBP | ||
Security Exchange Name | NASDAQ | ||
Warrants to Purchase Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase Class A Common Stock | ||
Trading Symbol | FATBW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 324 |
Auditor Name | Baker Tilly US, LLP |
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Current assets | ||
Cash | $ 37,044 | $ 28,668 |
Restricted cash | 39,271 | 25,375 |
Accounts receivable, net | 21,146 | 23,880 |
Inventory | 9,306 | 6,925 |
Assets classified as held-for-sale | 3,756 | 4,767 |
Other current assets | 10,486 | 6,086 |
Total current assets | 121,009 | 95,701 |
Non-current restricted cash | 15,588 | 14,720 |
Operating lease right-of-use assets | 220,035 | 101,114 |
Goodwill | 305,089 | 293,282 |
Other intangible assets, net | 620,622 | 625,294 |
Property and equipment, net | 100,524 | 79,189 |
Other assets | 5,371 | 4,003 |
Total assets | 1,388,238 | 1,213,303 |
Current liabilities | ||
Accounts payable | 21,809 | 18,328 |
Accrued expenses and other liabilities | 58,903 | 52,800 |
Deferred income, current portion | 2,490 | 2,019 |
Accrued advertising | 7,992 | 14,819 |
Accrued interest payable | 24,961 | 13,241 |
Dividend payable on preferred shares | 1,325 | 1,467 |
Liabilities related to assets classified as held- for-sale | 3,421 | 4,084 |
Operating lease liability, current portion | 17,254 | 14,815 |
Redeemable preferred stock | 91,836 | 91,836 |
Long-term debt, current portion | 42,611 | 49,611 |
Acquisition purchase price payable | 4,000 | 4,000 |
Total current liabilities | 276,602 | 267,020 |
Deferred income, net of current portion | 21,958 | 21,698 |
Deferred income tax liabilities, net | 18,805 | 27,181 |
Operating lease liability, net of current portion | 211,744 | 95,620 |
Long-term debt, net of current portion | 1,110,308 | 958,630 |
Other liabilities | 4,684 | 2,332 |
Total liabilities | 1,644,101 | 1,372,481 |
Commitments and contingencies (Note 16) | ||
Stockholders’ deficit | ||
Preferred stock: $0.0001 par value; 15,000,000 shares authorized; 3,591,804 shares issued and outstanding at December 31, 2023 and 3,252,154 shares issued and outstanding at December 25, 2022; liquidation preference $25 per share | 44,103 | 45,504 |
Class A and Class B common stock and additional paid-in capital as of December 31, 2023: $0.0001 par value per share; 51,600,000 shares authorized (Class A 50,000,000, Class B 1,600,000); 16,900,099 shares issued and outstanding (Class A 15,629,294, Class B 1,270,805). Common stock and additional paid-in capital as of December 25, 2022: $0.0001 par value; 51,600,000 shares authorized (Class A 50,000,000, Class B 1,600,000); 16,571,675 shares issued and outstanding (Class A 15,300,870, Class B 1,270,805) | (31,189) | (26,015) |
Accumulated deficit | (268,777) | (178,667) |
Total stockholders’ deficit | (255,863) | (159,178) |
Total liabilities and stockholders’ deficit | $ 1,388,238 | $ 1,213,303 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 25, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, issued (in shares) | 3,591,804 | 3,252,154 |
Preferred stock, outstanding (in shares) | 3,591,804 | 3,252,154 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 51,600,000 | 51,600,000 |
Common stock, issued (in shares) | 16,900,099 | 16,571,675 |
Common stock, outstanding (in shares) | 16,900,099 | 16,571,675 |
Class A Common Stock | ||
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 15,629,294 | 15,300,870 |
Common stock, outstanding (in shares) | 15,629,294 | 15,300,870 |
Class B Common Stock | ||
Common stock, authorized (in shares) | 1,600,000 | 1,600,000 |
Common stock, issued (in shares) | 1,270,805 | 1,270,805 |
Common stock, outstanding (in shares) | 1,270,805 | 1,270,805 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Revenue | ||
Total revenue | $ 480,457 | $ 407,224 |
Costs and expenses | ||
General and administrative expense | 93,117 | 113,313 |
Cost of restaurant and factory revenues | 282,887 | 221,627 |
Depreciation and amortization | 31,131 | 27,015 |
Impairment of goodwill and other intangible assets | 500 | 14,000 |
Refranchising loss | 2,873 | 4,178 |
Acquisition costs | 0 | 383 |
Advertising fees | 47,619 | 44,612 |
Total costs and expenses | 458,127 | 425,128 |
Income (loss) from operations | 22,330 | (17,904) |
Other (expense) income, net | ||
Interest expense | (99,342) | (78,477) |
Interest expense related to preferred shares | (18,189) | (16,372) |
Net loss on extinguishment of debt | (2,397) | 0 |
Other income, net | 1,233 | 5,375 |
Total other expense, net | (118,695) | (89,474) |
Loss before income tax provision | (96,365) | (107,378) |
Income tax provision | (6,255) | 18,810 |
Net loss | (90,110) | (126,188) |
Dividends on preferred shares | (7,007) | (6,636) |
Net loss available to common stockholders, basic | (97,117) | (132,824) |
Net loss available to common stockholders, diluted | $ (97,117) | $ (132,824) |
Basic loss per common share (in dollars per share) | $ (5.85) | $ (8.06) |
Diluted loss per common share (in dollars per share) | $ (5.85) | $ (8.06) |
Basic weighted average shares outstanding (in shares) | 16,599,015 | 16,476,090 |
Diluted weighted average shares outstanding (in shares) | 16,599,015 | 16,476,090 |
Cash dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.54 |
Royalties | ||
Revenue | ||
Total revenue | $ 94,036 | $ 87,921 |
Restaurant sales | ||
Revenue | ||
Total revenue | 299,029 | 241,001 |
Advertising fees | ||
Revenue | ||
Total revenue | 39,490 | 37,997 |
Factory revenues | ||
Revenue | ||
Total revenue | 37,983 | 33,504 |
Franchise fees | ||
Revenue | ||
Total revenue | 4,979 | 3,706 |
Other revenue | ||
Revenue | ||
Total revenue | $ 4,940 | $ 3,095 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Total Preferred Stock | Preferred Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 26, 2021 | 15,109,747 | 1,270,805 | |||||||||
Beginning balance (in shares) at Dec. 26, 2021 | 3,221,471 | ||||||||||
Beginning balance at Dec. 26, 2021 | $ (21,655) | $ (24,837) | $ 2 | $ 0 | $ (24,839) | $ 55,661 | $ 0 | $ 55,661 | $ (52,479) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (126,188) | (126,188) | |||||||||
Issuance of common and preferred stock (in shares) | 36,362 | 30,683 | |||||||||
Issuance of common and preferred stock | 694 | 108 | 108 | 586 | 586 | ||||||
Share-based compensation (in shares) | 150,000 | ||||||||||
Share-based compensation | 7,619 | 7,619 | 7,619 | ||||||||
Dividends paid on common stock | (8,905) | (8,905) | (8,905) | ||||||||
Issuance of common stock in lieu of cash - director fees (in shares) | 4,761 | ||||||||||
Dividends paid on Series B preferred stock | (6,636) | (6,636) | (6,636) | ||||||||
Exercise of Series B preferred stock put option | $ (4,107) | (4,107) | (4,107) | ||||||||
Ending balance (in shares) at Dec. 25, 2022 | 16,571,675 | 15,300,870 | 1,270,805 | 15,300,870 | 1,270,805 | ||||||
Ending balance (in shares) at Dec. 25, 2022 | 3,252,154 | 3,252,154 | |||||||||
Ending balance at Dec. 25, 2022 | $ (159,178) | (26,015) | $ 2 | $ 0 | (26,017) | 45,504 | $ 0 | 45,504 | (178,667) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (90,110) | (90,110) | |||||||||
Issuance of common and preferred stock (in shares) | 328,424 | 339,650 | |||||||||
Issuance of common and preferred stock | 6,157 | 551 | 551 | 5,606 | 5,606 | ||||||
Share-based compensation | 3,615 | 3,615 | 3,615 | ||||||||
Dividends paid on common stock | (9,340) | (9,340) | (9,340) | ||||||||
Dividends paid on Series B preferred stock | $ (7,007) | (7,007) | (7,007) | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | 16,900,099 | 15,629,294 | 1,270,805 | 15,629,294 | 1,270,805 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 3,591,804 | 3,591,804 | |||||||||
Ending balance at Dec. 31, 2023 | $ (255,863) | $ (31,189) | $ 2 | $ 0 | $ (31,191) | $ 44,103 | $ 0 | $ 44,103 | $ (268,777) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (90,110) | $ (126,188) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Deferred income taxes | (8,376) | 17,463 |
Net loss on extinguishment of debt | 2,397 | 0 |
Depreciation and amortization | 31,131 | 27,015 |
Share-based compensation | 3,615 | 7,619 |
Change in operating right-of-use assets | 55 | 7,021 |
Accretion of loan fees and interest | 13,538 | 10,771 |
Adjustments to purchase price liability | 0 | (1,140) |
Gain on sale of refranchised assets | 0 | 0 |
Impairment of goodwill and other intangible assets | 500 | 14,000 |
(Recovery) provision for bad debts | (9,827) | 20,720 |
Other | 0 | (500) |
Change in: | ||
Accounts receivable | 12,571 | (24,516) |
Inventory | (2,381) | 0 |
Other current and noncurrent assets | (6,129) | 29 |
Accounts payable | 3,481 | (9,199) |
Accrued expense and other liabilities | 6,101 | 6,501 |
Deferred income | 732 | 3,419 |
Accrued advertising | (6,828) | 3,966 |
Accrued interest payable | 11,720 | 2,563 |
Dividend payable on preferred shares | (142) | (107) |
Other current and noncurrent liabilities | 2,344 | (6,836) |
Total adjustments | 54,502 | 78,789 |
Net cash used in operating activities | (35,608) | (47,399) |
Cash flows from investing activities | ||
Acquisitions, net of cash acquired | (38,597) | (1,022) |
Acquisition of intangible assets | (2,607) | (1,750) |
Payments received on notes receivable | 295 | 1,762 |
Proceeds from sale of property and equipment | 0 | 9,934 |
Purchases of property and equipment | (18,896) | (21,421) |
Net cash used in investing activities | (59,805) | (12,497) |
Cash flows from financing activities | ||
Proceeds from borrowings, net of issuance costs | 183,112 | 55,220 |
Repayments of borrowings | (54,369) | (4,874) |
Change in operating lease liabilities | 0 | (5,699) |
Proceeds from issuance of common and preferred shares | 6,157 | 694 |
Dividends paid on redeemable preferred stock | 0 | (1,062) |
Dividends paid on common shares | (9,340) | (8,905) |
Dividends paid on preferred shares | (7,007) | (6,636) |
Net cash provided by financing activities | 118,553 | 28,738 |
Net increase (decrease) in cash and restricted cash | 23,140 | (31,158) |
Cash and restricted cash at beginning of the period | 68,763 | 99,921 |
Cash and restricted cash at end of the period | 91,903 | 68,763 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 109,388 | 66,851 |
Cash paid for income taxes | 1,752 | 1,029 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Director fees converted to common stock | $ 0 | $ 30 |
ORGANIZATION AND RELATIONSHIPS
ORGANIZATION AND RELATIONSHIPS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND RELATIONSHIPS | ORGANIZATION AND RELATIONSHIPS Organization and Nature of Business FAT Brands Inc. (the “Company”) is a leading multi-brand restaurant franchising company that develops, markets and acquires primarily quick-service, fast casual, casual and polished casual dining restaurant concepts around the world. Organized in March 2017 as a wholly-owned subsidiary of Fog Cutter Capital Group, Inc. (“FCCG”), the Company completed its initial public offering on October 20, 2017 and issued additional shares of common stock representing 20 percent of its ownership upon completion of the offering. During the fourth quarter of 2020, the Company completed a transaction in which FCCG merged into a wholly-owned subsidiary of the Company, and the Company became the parent of FCCG. As of December 31, 2023, the Company owned eighteen restaurant brands: R ound Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli's, Twin Peaks, Smokey Bones, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses. As of December 31, 2023, the Company had approximately 2,300 locations open and under construction, of which approximately 92% were franchised. Each franchising subsidiary licenses the right to use its brand name and provides franchisees with operating procedures and methods of merchandising. Upon signing a franchise agreement, the franchisor is committed to provide training, some supervision and assistance, and access to operations manuals. As needed, the franchisor will also provide advice and written materials concerning techniques of managing and operating the restaurants. The Company’s operations have historically been comprised primarily of franchising a growing portfolio of restaurant brands. This growth strategy is centered on expanding the footprint of existing brands and acquiring new brands through a centralized management organization which provides substantially all executive leadership, marketing, training and accounting services. As part of these ongoing franchising efforts, the Company will, from time to time, make opportunistic acquisitions of operating restaurants and may convert them to franchise locations. During the refranchising period, the Company may operate the restaurants and classifies the operational activities as refranchising gains or losses and the assets and associated liabilities as held-for sale. Through recent acquisitions, the Company also operates "company owned" restaurant locations of certain brands. Our revenues are derived primarily from two sales channels, franchised restaurants and company owned restaurants, which we operate as one segment. Liquidity The Company recognized income from operations of $22.3 million during fiscal year 2023 and loss from operations of $17.9 million during fiscal year 2022. The Company has a history of net losses and an accumulated deficit of $268.8 million as of December 31, 2023. Additionally, as of December 31, 2023, the Company had negative working capital of $155.6 million. Of this amount, $91.8 million represents the current portion of redeemable preferred stock as discussed in Note 12. Since the Company did not deliver the applicable cash proceeds at the related due dates, the amount accrues interest until the payments are completed. The Company had $37.0 million of unrestricted cash as of December 31, 2023 and plans on the combination of cash flows from operations, cash on hand, $107.1 million of issued but not sold aggregate principal amount of fixed rate secured notes and $89.7 million aggregate principal amount of repurchased but not re-sold fixed rate secured notes (see Note 10) to be sufficient to cover any working capital requirements for the next twelve months from the date of this report. If the Company does not achieve its operating plan, additional forms of financing may be required through the issuance of debt or equity. Although management believes it will have access to financing, no assurances can be given that such financing will be available on acceptable terms, in a timely manner or at all. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The accompanying audited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our revenues are derived primarily from two sales channels, franchised restaurants and company-owned locations, which we operate as one reportable segment. The accompanying audited consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. Nature of operations – The Company operates on a 52-week calendar and its fiscal year ends on the last Sunday of the calendar year. Consistent with the industry practice, the Company measures its stores’ performance based upon 7-day work weeks. Using the 52-week cycle ensures consistent weekly reporting for operations and ensures that each week has the same days, since certain days are more profitable than others. The use of this fiscal year means a 53 rd week is added to the fiscal year every 5 or 6 years, as was the case in fiscal year 2023. In a 52-week year, all four quarters are comprised of 13 weeks. In a 53-week year, one extra week is added to the fourth quarter. Fiscal year 2023 was a 53-week year and 2022 was a 52-week year. Principles of consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Newly-acquired subsidiaries are included from the date of acquisition. Intercompany accounts have been eliminated in consolidation. Use of estimates in the preparation of the consolidated financial statements – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the determination of fair values of goodwill and other intangible assets, the allocation of basis between assets acquired, sold or retained, allowances for uncollectible notes receivable and accounts receivable, and the valuation allowance related to deferred tax assets. Estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Credit and depository risks – Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. Management evaluates each of its franchisee’s financial condition prior to entry into a franchise or other agreement, as well as periodically through the term of the agreement, and believes that it has adequately provided for any exposure to potential credit losses. As of December 31, 2023 and December 25, 2022, accounts receivable, net of allowance for doubtful accounts, totaled $21.1 million and $23.9 million, respectively, with no franchisee representing more than 10% of that amount. Restricted cash – The Company has restricted cash consisting of funds required to be held in trust in connection with its securitized debt. The current portion of restricted cash was $39.3 million and $25.4 million as of December 31, 2023 and December 25, 2022, respectively. Noncurrent restricted cash of $15.6 million and $14.7 million as of December 31, 2023 and December 25, 2022, respectively, represents interest reserves required to be set aside for the duration of the securitized debt. Accounts receivable – Accounts receivable are recorded at the invoiced amount and are stated net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The allowance is based on historical collection data and current franchisee information. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2023 and December 25, 2022 accounts receivable was stated net of an allowance for doubtful accounts of $3.7 million and $2.9 million, respectively. Employee Retention Tax Credits - On March 27, 2020, the U.S. government enacted the Coronavirus Aid Relief and Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit ("ERC"). As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standard, Accounting for Government Grants and Disclosure of Government Assistance ("IAS 20"). During 2023, the Company received and recognized $16.9 million of ERCs. Inventories – Inventories are carried at the lower of cost or net realizable value and consist primarily of raw materials used in the Company's dough manufacturing facility in Atlanta, Georgia, and finished goods which consist primarily of food, beverages and supplies for Company restaurants. Inventory costs are included in "Cost of restaurant and factory revenues" in the Consolidated Statements of Operations. Assets classified as held-for-sale – Assets are classified as held-for-sale when the Company commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, and an active program to locate a buyer at a reasonable price has been initiated. The sale of these assets is generally expected to be completed within one year. The combined assets are valued at the lower of their carrying amount or fair value, net of costs to sell, and included as current assets on the Company’s consolidated balance sheet. Assets classified as held-for-sale are not depreciated. However, interest attributable to the liabilities associated with assets classified as held-for-sale and other related expenses are recorded as expenses in the Company’s consolidated statement of operations. Goodwill and other intangible assets – Intangible assets are stated at the estimated fair value at the date of acquisition and include goodwill, trademarks, and franchise agreements. Goodwill and other intangible assets with indefinite lives, such as trademarks, are not amortized but are reviewed for impairment annually or more frequently if indicators arise. All other intangible assets are amortized over their estimated weighted average useful lives, which range from 4.9 years to 30.3 years. Management assesses potential impairments to intangible assets at least annually, or when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Judgments regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of the acquired businesses, market conditions and other factors. Fair value measurements - The Company determines the fair market values of its financial assets and liabilities, as well as non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis, based on the fair value hierarchy established in U.S. GAAP. As necessary, the Company measures its financial assets and liabilities using inputs from the following three levels of the fair value hierarchy: • Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. • Level 3 - Inputs are unobservable and reflect the Company’s own assumptions. The Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP. None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. Income taxes – The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A valuation allowance is recognized when the realization of our deferred tax assets is expected to be less than our carrying amounts. A two-step approach is utilized to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. Franchise fees - The franchise arrangement is documented in the form of a franchise agreement. The franchise arrangement requires the Company to perform various activities to support the brand that do not directly transfer goods and services to the franchisee, but instead represent a single performance obligation, which includes the transfer of the franchise license. The services provided by the Company are highly inter-related with the franchise license and are considered a single performance obligation. Franchise fee revenue from the sale of individual franchises is recognized over the term of the individual franchise agreement on a straight-line basis. Unamortized non-refundable deposits collected in relation to the sale of franchises are recorded as deferred income. The franchise fee may be adjusted from time to time at management’s discretion. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. Royalties – In addition to franchise fee revenue, the Company collects a royalty calculated as a percentage of net sales from our franchisees. Royalties typically range from 0.75% to 7.0% and are recognized as revenue when the related sales are made by the franchisees. Royalties collected in advance of sales are classified as deferred income until earned. Company-owned restaurant revenue - Company-owned restaurant revenue is recognized at the point in time when food and beverage products are sold. Company restaurant sales are presented net of sales-related taxes collected from customers and remitted to governmental taxing authorities. Advertising – The Company requires advertising fee payments from franchisees based on a percent of net sales. The Company also receives, from time to time, payments from vendors that are to be used for advertising. Advertising funds collected are required to be spent for specific advertising purposes. Advertising revenue and the associated expense are recorded gross on the Company’s consolidated statement of operations. Assets and liabilities associated with the related advertising fees are reflected in the Company’s consolidated balance sheet. Share-based compensation – The Company has a stock option plan which provides for options to purchase shares of the Company’s common stock. Options issued under the plan may have a variety of terms as determined by the Board of Directors including the option term, the exercise price and the vesting period. Options granted to employees and directors are valued at the date of grant and recognized as an expense over the vesting period in which the options are earned. Cancellations or forfeitures are accounted for as they occur. Stock options issued to non-employees as compensation for services are accounted for based upon the estimated fair value of the stock option. The Company recognizes this expense over the period in which the services are provided. Management utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options issued by the Company. See Note 14 for more details on the Company’s share-based compensation. Earnings per share – The Company reports basic earnings or loss per share in accordance with FASB ASC 260, “ Earnings Per Share ”. Basic earnings per share is computed using the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed using the weighted average number of common shares outstanding plus the effect of dilutive securities during the reporting period. Any potentially dilutive securities that have an anti-dilutive impact on the per share calculation are excluded. During periods in which the Company reports a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of the inclusion of all potentially dilutive securities would be anti-dilutive. As of December 31, 2023, and December 25, 2022, there were no potentially dilutive securities considered in the calculation of diluted loss per common share due to net losses for each period. Recently Adopted Accounting Standards In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The purpose of this amendment is to enhance disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. It requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASC No. 2022-02 for the fiscal year beginning December 26, 2022, which did not have an effect on the Company's condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments . This guidance replaced the previous incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”) . The purpose of this amendment was to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies had an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities were permitted to defer adoption of ASU 2016-13, and its related amendments, until fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of an SRC and adopted the deferral period for ASU 2016-13. The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption, if applicable. The Company adopted ASU No. 2016-13 for the fiscal year beginning December 26, 2022. The adoption did not require an adjustment to retained earnings and did not have an effect on the Company's condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments also require that all entities disclose on an annual basis the income taxes paid disaggregated by jurisdiction. The amendments eliminate the requirement for all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is still evaluating the impact the adoption of this standard will have on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. |
MERGERS AND ACQUISITIONS
MERGERS AND ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGERS AND ACQUISITIONS | MERGERS AND ACQUISITIONS Acquisition of Barbeque Integrated, Inc. On September 25, 2023, the Company completed the acquisition of Barbeque Integrated, Inc. from Barbeque Holding LLC. Barbeque Integrated Inc. is the operator of a chain of barbeque restaurants located in the Eastern and Midwest United States. The net purchase price was $31.8 million (after certain customary adjustments), comprised of cash, and is subject to further adjustments with respect to working capital, to be finalized no later than 75 days after closing. The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the transaction was estimated at $31.8 million. The preliminary allocation of the consideration to the net tangible and intangible assets acquired is presented in the table below (in millions): Cash $ 0.3 Accounts receivable, net of allowances 2.8 Inventory 2.6 Prepaids and other current assets 1.5 Other intangible assets, net 8.8 Goodwill 11.7 Operating lease right-of-use assets 109.4 Other assets 1.8 Property and equipment, net 18.1 Below market leases 0.2 Accounts payable (3.6) Accrued expenses and other liabilities (9.9) Operating lease liability, current portion (3.9) Operating lease liability, net of current portion (105.6) Other liabilities (2.4) Total net identifiable assets $ 31.8 Our preliminary valuation estimates of the identifiable intangible assets acquired in connection with the transaction are based on initial valuations performed by management and third-party experts. However, these estimates are preliminary, as we have not completed our analysis of all the facts surrounding the business acquired and therefore have not finalized the accounting for these transactions. Our preliminary estimate of identifiable intangible assets total $8.8 million in trademarks. Pro Forma Information The table below presents the combined pro forma revenue and net loss of the Company and Barbeque Integrated Inc. for the years ended December 31, 2023 and December 25, 2022, respectively, assuming the acquisition had occurred on December 27, 2021 (the beginning of the Company’s 2022 fiscal year) (in millions). Actual consolidated results are presented in the pro forma information for any period in which Barbeque Integrated Inc. was actually a consolidated subsidiary of the Company. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of Barbeque Integrated Inc. occurred on this date nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2023 December 25, 2022 Revenue $ 610.1 $ 591.9 Net loss $ (93.8) $ (130.9) The pro forma information includes various assumptions, including those related to the preliminary purchase price allocations of the assets acquired and liabilities assumed of Barbeque Integrated Inc. based on preliminary estimates of fair value by management and third-party valuation experts. The final purchase price allocations may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities as well as final post-closing adjustments, if any. Accordingly, the pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. |
REFRANCHISING
REFRANCHISING | 12 Months Ended |
Dec. 31, 2023 | |
Refranchising | |
REFRANCHISING | REFRANCHISING As part of its ongoing franchising efforts, the Company may, from time to time, make opportunistic acquisitions of operating restaurants in order to convert them to franchise locations or acquire existing franchise locations to resell to another franchisee across all of its brands. The following assets used in the operation of certain restaurants meet all of the criteria requiring that they be classified as held- for-sale, and have been classified accordingly on the accompanying audited consolidated balance sheets as of December 31, 2023 and December 25, 2022 (in millions): December 31, 2023 December 25, 2022 Property, plant and equipment $ 0.7 $ 0.7 Operating lease right-of-use assets 3.1 4.1 Total $ 3.8 $ 4.8 Operating lease liabilities related to the assets classified as held-for-sale in the amount of $3.4 million and $4.1 million, have been classified as current liabilities on the accompanying audited consolidated balance sheets as of December 31, 2023 and December 25, 2022, respectively. The following table highlights the operating results of the Company’s refranchising program during 2023 and 2022 (in millions): Twelve Months Ended December 31, 2023 December 25, 2022 Restaurant costs and expenses, net of revenue $ 3.0 $ 4.2 Gains on store sales or closures (0.1) — Refranchising loss $ 2.9 $ 4.2 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consists primarily of real estate (including land, buildings and tenant improvements) and equipment. As of December 31, 2023 and December 25, 2022, the Company's gross carrying value of property and equipment and accumulated depreciation balances were (in millions): Total 2023 2022 Real estate $ 83.5 $ 67.7 Equipment 44.9 26.5 Total property and equipment, gross 128.4 94.2 Less: accumulated depreciation (27.9) (15.0) Total property and equipment, net $ 100.5 $ 79.2 Depreciation expense for the fiscal years ended December 31, 2023 and December 25, 2022 was $15.8 million and $12.1 million, respectively. On an annual basis the Company assesses its property and equipment for impairment. The Company recognized $0.5 million impairment expense for the fiscal year ended December 31, 2023. For the fiscal year ended December 25, 2022, the company recognized impairment expense of $0.5 million. The impairment expenses is included in General and administrative expense on the Consolidated Statements of Operations. Upon retirement or other disposal of property and equipment, the cost and related amounts of accumulated depreciation are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds, is recorded in earnings. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | GOODWILL AND OTHER INTANGIBLE ASSETS, NET The following table reflects the changes in carrying amounts of goodwill for the fiscal years ended December 31, 2023 and December 25, 2022 (in millions): December 31, 2023 December 25, 2022 Gross goodwill: Balance, beginning of year $ 295.0 $ 296.8 Acquired 11.8 1.2 Adjustment to preliminary purchase price allocation — (3.0) Balance, end of year 306.8 295.0 Accumulated impairment: Balance, beginning of year (1.7) (1.7) Impairment — — Balance, end of year (1.7) (1.7) Net carrying value $ 305.1 $ 293.3 When considering the available facts, assessments and judgments, the Company recorded no goodwill impairment charges for the fiscal years ended December 31, 2023 and December 25, 2022. Other intangible assets consist primarily of trademarks, franchise agreements and customer relationships that were classified as identifiable intangible assets at the time of the brands’ acquisition by the Company, or at the time they were acquired by FCCG prior to FCCG’s contribution of the brands to the Company in connection with the initial public offering. Franchise agreements and customer relationships are amortized over the useful life of the asset. Trademarks are typically considered to have an indefinite useful life and are not amortized. Changes in Carrying Value of Other Intangible Assets The changes in carrying value of other intangible assets for the fiscal years ended December 31, 2023 and December 25, 2022 are as follows (in millions): Amortizing Non-Amortizing Total 2023 2022 2023 2022 2023 2022 Balance, beginning of year $ 162.1 $ 175.6 $ 463.2 $ 477.2 $ 625.3 $ 652.8 Impairment — — (0.5) (14.0) (0.5) (14.0) Amortization expense (15.3) (14.9) — — (15.3) (14.9) Acquisitions 9.1 1.7 — — 9.1 1.7 Adjustment to preliminary purchase price allocation 2.0 (0.3) — — 2.0 (0.3) Balance, end of year $ 157.9 $ 162.1 $ 462.7 $ 463.2 $ 620.6 $ 625.3 Gross Carrying Value and Accumulated Amortization of Other Intangible Assets The carrying value of amortizing other intangible assets is as follows as of December 31, 2023 and December 25, 2022 (in millions): December 31, 2023 December 25, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Franchise agreements $ 109.5 $ (24.2) $ 85.3 $ 109.2 $ (14.8) $ 94.4 Customer relationships 73.9 (13.7) 60.2 73.9 (8.1) 65.8 Other 12.9 (0.5) 12.4 2.1 (0.2) 1.9 Balance, end of year $ 196.3 $ (38.4) $ 157.9 $ 185.2 $ (23.1) $ 162.1 When considering the available facts, assessments and judgments, including increased interest rates, the Company recorded impairment Amortization expense for the fiscal years ended December 31, 2023 and December 25, 2022 was $15.3 million and $14.9 million, respectively. The expected future amortization of the Company’s amortizable intangible assets is as follows (in millions): Fiscal year: 2024 $ 15.6 2025 15.4 2026 15.4 2027 15.4 2028 15.3 Thereafter 80.8 Total $ 157.9 |
DEFERRED INCOME
DEFERRED INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Liability [Abstract] | |
DEFERRED INCOME | DEFERRED INCOME Deferred income is as follows (in millions): December 31, 2023 December 25, 2022 Deferred franchise fees $ 24.3 $ 23.5 Deferred vendor incentives 0.1 0.2 Total $ 24.4 $ 23.7 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Components of the income tax (benefit) provision, net are as follows (in millions): Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 25, 2022 Current Federal $ — $ — State 0.8 0.4 Foreign 1.3 1.0 2.1 1.4 Deferred Federal (6.3) 8.2 State (2.1) 9.2 (8.4) 17.4 Total income tax (benefit) provision $ (6.3) $ 18.8 Income tax (benefit) provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in millions): Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 25, 2022 Tax benefit at statutory rate $ (20.3) $ (22.5) State and local income taxes (1.5) (0.7) State and federal valuation allowances 17.1 36.4 162(m) limitation 1.1 1.3 Foreign taxes 1.3 0.8 Tax credits (9.0) 0.5 Nondeductible interest expense 1.7 2.2 Other 3.3 0.8 Total income tax provision $ (6.3) $ 18.8 As of December 31, 2023, the Company’s subsidiaries’ annual tax filings for the prior three years are open for audit by Federal and for the prior four years for state tax agencies. The Company is the beneficiary of indemnification agreements from the prior owners of the subsidiaries for tax liabilities related to periods prior to its ownership of the subsidiaries. Management evaluated the Company’s overall tax positions and has determined that no provision for uncertain income tax positions is necessary as of December 31, 2023. Deferred taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for calculating taxes payable. Significant components of the Company’s deferred tax assets and liabilities are as follows (in millions): December 31, 2023 December 25, 2022 Deferred tax assets (liabilities), net Net federal and state operating loss carryforwards $ 38.0 $ 47.9 Deferred revenue 5.3 4.9 Intangibles (90.0) (92.6) Deferred state income tax — 1.8 Reserves and accruals 10.0 6.6 Interest expense carryforward 68.1 43.9 Tax credits 28.3 0.1 Share-based compensation 1.3 2.8 Fixed assets (6.9) (4.4) Operating lease right-of-use assets (55.6) (26.0) Operating lease liabilities 57.9 28.5 Valuation allowance (77.4) (40.6) Other 2.2 (0.1) Total $ (18.8) $ (27.2) Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than fifty percent) that some portion or all of the deferred tax assets will not be realized. As of December 31, 2023 and December 25, 2022, the Company recorded a valuation allowance against its deferred tax assets in the amount of $77.4 million and $40.6 million, respectively, as it determined that these amounts would not likely be realized. Realization of our deferred tax assets is dependent upon future earnings, the timing and amount of which, if any, are uncertain. The valuation allowance increased by $36.8 million and $35.4 million during the fiscal years ended December 31, 2023 and December 25, 2022, respectively. The Company had federal net operating loss carryforwards (“NOLs”) of approximately $139.5 million and $176.9 million as of December 31, 2023 and December 25, 2022, respectively. The Company’s State NOLs were approximately $126.3 million and $133.5 million as of December 31, 2023 and December 25, 2022, respectively. The NOLs begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company also had certain federal tax credits totaling approximately $28.3 million and $0.1 million as of December 31, 2023 and December 25, 2022 respectively. The credits will begin to expire in 2024. Under Section 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation”, as defined, there are annual limitations on the amount of the NOLs and certain other deductions and credits which are available to the Company. The portion of the NOLs and other tax benefits accumulated by Johnny Rockets, GFG and Fazoli's prior to the Acquisition are subject to this annual limitation. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES As of December 31, 2023, the Company has recorded 192 operating leases for corporate offices and for certain owned restaurant properties, some of which are in the process of being refranchised. The leases have remaining terms ranging from 1 month to 26.8 years. The Company recognized lease expense of $22.2 million and $18.8 million for the fiscal years ended December 31, 2023 and December 25, 2022, respectively. The weighted average remaining lease term of the operating leases as of December 31, 2023 was 10.7 years. Operating lease right-of-use assets and operating lease liabilities are as follows (in millions): December 31, December 25, Operating lease right-of-use assets $ 220.0 $ 101.1 Right of use assets classified as held-for-sale 3.1 4.1 Total right-of-use assets $ 223.1 $ 105.2 Operating lease liabilities $ 229.0 $ 110.4 Lease liabilities related to assets held-for-sale 3.4 4.1 Total operating lease liabilities $ 232.4 $ 114.5 The operating lease right-of-use assets and operating lease liabilities include obligations relating to the optional term extensions available on certain restaurant leases based on management’s intention to exercise the options. The weighted average discount rate used to calculate the carrying value of the right-of-use assets and lease liabilities was 8.9% which is based on the Company’s incremental borrowing rate at the time the lease is acquired. The contractual future maturities of the Company’s operating lease liabilities as of December 31, 2023, including anticipated lease extensions, are as follows (in millions): Fiscal year: 2024 $ 29.6 2025 28.8 2026 27.5 2027 27.4 2028 26.4 Thereafter 349.4 Total lease payments 489.1 Less imputed interest 260.1 Total $ 229.0 Supplemental cash flow information for the fiscal years ended December 31, 2023 and December 25, 2022 related to leases is as follows (in millions): 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 19.8 $ 16.4 Operating lease right-of-use assets obtained in exchange for new lease obligations: Operating lease liabilities $ 8.5 $ 7.7 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consisted of the following (in millions): December 31, 2023 December 25, 2022 Final Maturity Anticipated Call Date Rate Face Value Book Value Book Value Senior Debt FB Royalty Securitization 4/25/2051 7/25/2026 4.75% $ 139.8 $ 135.9 $ 135.3 GFG Royalty Securitization 7/25/2051 7/25/2026 6.00% 276.8 267.7 228.9 Twin Peaks Securitization 7/25/2051 1/25/2025 7.00% 198.0 193.7 147.5 Fazoli's/Native Securitization 7/25/2051 1/25/2025 6.00% 128.8 126.0 124.8 FB Resid Securitization 7/25/2027 10.00% 52.9 52.7 — Senior Subordinated Debt FB Royalty Securitization 4/25/2051 7/25/2026 8.00% 43.1 42.1 45.2 GFG Royalty Securitization 7/25/2051 7/25/2026 7.00% 95.7 95.9 82.0 Twin Peaks Securitization 7/25/2051 1/25/2025 9.00% 50.0 48.6 47.3 Fazoli's/Native Securitization 7/25/2051 1/25/2025 7.00% 18.0 17.4 23.5 FB Resid Securitization 7/25/2027 10.00% 52.9 52.7 — Subordinated Debt FB Royalty Securitization 4/25/2051 7/25/2026 9.00% 19.6 18.6 32.1 GFG Royalty Securitization 7/25/2051 7/25/2026 9.50% 47.3 43.4 53.5 Twin Peaks Securitization 7/25/2051 1/25/2025 10.00% 31.2 29.4 45.5 Fazoli's/Native Securitization 7/25/2051 1/25/2025 9.00% 25.1 20.7 37.0 Total Securitized Debt 1,179.2 1,144.8 1,002.6 Elevation Note 7/19/2026 N/A 6.00% 3.5 3.0 3.9 Equipment Notes 5/5/2027 to 3/7/2029 N/A 7.99% to 8.49% 1.2 1.9 1.3 Twin Peaks Construction Loan 8/5/2023 with One Six-Month Extension N/A 8.00 % 2.2 — 0.4 Twin Peaks Construction Loan II 1/9/2024 N/A 10.83 % 1.5 — — Twin Peaks Construction Loan III 12/28/2023 with One One-Year Extension N/A Prime + 1% 2.2 2.2 — Twin Peaks Promissory Note 10/4/2024 N/A 5.30 % 1.0 1.0 — Total debt $ 1,190.8 1,152.9 1,008.2 Current portion of long-term debt (42.6) (49.6) Long-term debt $ 1,110.3 $ 958.6 Terms of Outstanding Debt FB Royalty Securitization On April 26, 2021, FAT Brands Royalty I, LLC (“FB Royalty”), a special purpose, wholly-owned subsidiary of FAT Brands, completed the Offering of three tranches of fixed rate senior secured notes. Net proceeds totaled $140.8 million, which consisted of the combined face amount of $144.5 million, net of debt offering costs of $3.0 million and original issue discount of $0.7 million. A portion of the proceeds was used to repay and retire notes issued in 2021 under the Base Indenture (the "2020 Securitization Notes"). The payoff amount totaled $83.7 million, which included principal of $80.0 million, accrued interest of $2.2 million and prepayment premiums of $1.5 million. The Company recognized a loss on extinguishment of debt of $7.8 million in connection with the refinance as well as interest expense on the 2020 Securitization Notes in the amount of $2.6 million for the year ended December 26, 2021. On July 6, 2022, FB Royalty issued an additional $76.5 million aggregate principal amount of three tranches of fixed rate senior secured notes (in millions): Closing Date Class Seniority Principal Balance Coupon Final Legal Maturity Date 7/6/2022 A-2 Senior $42.7 4.75% 7/25/2051 7/6/2022 B-2 Senior Subordinated $14.2 8.00% 7/25/2051 7/6/2022 M-2 Subordinated $19.6 9.00% 7/25/2051 Of the $76.5 million aggregate principal amount, $30.0 million was sold privately during the third quarter of 2022, resulting in net proceeds of $27.1 million (net of debt offering costs of $0.6 million and original issue discount of $2.3 million). The remaining $46.5 million in aggregate principal was sold privately on October 21, 2022, when the Company entered into an Exchange Agreement with the Twin Peaks sellers and redeemed 1,821,831 shares of the Company’s 8.25% Series B Cumulative Preferred Stock at a price of $23.69 per share, plus accrued and unpaid dividends to the date of redemption, in exchange for $46.5 million aggregate principal amount of secured debt ($43.2 million net of debt offering costs and original issue discount). Prior to the redemption, the Twin Peaks sellers held 2,847,393 shares of Series B Cumulative Preferred Stock, which shares were issued to it on October 1, 2021 as partial consideration for the Company’s acquisition of Twin Peaks. Pursuant to the Exchange Agreement, (i) at any time prior to July 25, 2023, the Company may call from the Twin Peaks sellers all or a portion of the Class M-2 Notes at the outstanding principal balance multiplied by 0.86, plus any accrued plus unpaid interest thereon; (ii) at any time on or after the date of the Exchange Agreement, the Company may call from the Twin Peaks sellers, and at any time on or after July 25, 2023, the Twin Peaks sellers may put to the Company, all or a portion of the Class A-2 Notes and/or Class B-2 Notes at the outstanding principal balance multiplied by 0.94, plus any accrued plus unpaid interest thereon; and (iii) at any time on or after July 25, 2023, the Company may call from the Twin Peaks sellers, and the Twin Peaks sellers may put to the Company, all or a portion of the Class M-2 Notes at the outstanding principal balance multiplied by 0.91, plus any accrued plus unpaid interest thereon. If the Company does not remit the applicable call price or put price upon a duly exercised call or put, as applicable, the amount owed by the Company will accrue interest at 10% per annum, which interest is due and payable in cash monthly by the Company. On July 13, 2023, pursuant to the Exchange Agreement, the Twin Peaks sellers exercised their put option. As of December 31, 2023, the outstanding principal balance subject to the put/call option was $17.3 million. As of December 31, 2023, the carrying value of the FB Royalty Securitization Notes was $196.5 million (net of debt offering costs of $2.5 million and original issue discount of $5.8 million). The Company recognized interest expense on the FB Royalty Securitization Notes of $14.4 million for the year ended December 31, 2023, respectively, which includes $1.6 million for amortization of debt offering costs, and $0.7 million for amortization of the original issue discount. The average annualized effective interest rate of the FB Royalty Securitization Notes, including the amortization of debt offering costs and original issue discount, was 8.1% for the time the debt was outstanding during the year ended December 31, 2023. The FB Royalty Securitization Notes are generally secured by a security interest in substantially all the assets of FB Royalty and its subsidiaries. GFG Royalty Securitization In connection with the acquisition of GFG, on July 22, 2021, FAT Brands GFG Royalty I, LLC (“GFG Royalty”), a special purpose, wholly-owned subsidiary of the Company, completed the issuance and sale in a private offering (the “GFG Offering”) of three tranches of fixed rate senior secured notes. Net proceeds totaled $338.9 million, which consisted of the combined face amount of $350.0 million, net of debt offering costs of $6.0 million and original issue discount of $5.1 million. Substantially all of the proceeds were used to acquire GFG. Immediately following the closing of the acquisition of GFG, the Company contributed the franchising subsidiaries of GFG to GFG Royalty, pursuant to a Contribution Agreement. On December 15, 2022, GFG Royalty issued an additional $113.5 million aggregate principal amount of three tranches of fixed rate senior secured notes as follows (in millions): Closing Date Class Seniority Principal Balance Coupon Final Legal Maturity Date 12/13/2022 A-2 Senior $67.8 6.00% 7/25/2051 12/13/2022 B-2 Senior Subordinated $20.2 7.00% 7/25/2051 12/13/2022 M-2 Subordinated $25.5 9.50% 7/25/2051 Of the $113.5 million aggregate principal amount, $25.0 million was sold privately during the fourth quarter, resulting in net proceeds of $22.3 million (net of debt offering costs of $0.4 million and original issue discount of $2.3 million). The remaining $88.5 million in aggregate principal was issued to FAT Brands Inc. and has been eliminated in consolidation. In January 2023, an additional $40.0 million aggregate principal amount was sold privately, resulting in net proceeds of $34.8 million. On September 20, 2023, an additional $2.8 million aggregate principal amount was sold privately resulting in net proceeds of $2.5 million. The remaining $45.7 million in aggregate principal amount was issued to FAT Brands, Inc., pending sale to third party investors. As of December 31, 2023, the carrying value of the GFG Securitization Notes was $406.7 million (net of debt offering costs of $4.7 million and original issue discount of $5.9 million). The Company recognized interest expense on the GFG Securitization Notes of $33.7 million for fiscal year ended December 31, 2023, which includes $1.3 million for amortization of debt offering costs and $3.2 million for amortization of the original issue discount. The average annualized effective interest rate of the GFG Securitization Notes, including the amortization of debt offering costs and original issue discount, was 9.8% during the fiscal year ended December 31, 2023. The GFG Securitization Notes are generally secured by a security interest in substantially all the assets of GFG Royalty and its subsidiaries. Twin Peaks Securitization In connection with the acquisition of Twin Peaks, on October 1, 2021, the Company completed the issuance and sale in a private offering through its special purpose, wholly-owned subsidiary, FAT Brands Twin Peaks I, LLC, of an aggregate principal amount of $250.0 million. The net proceeds from the sale of the Notes were used by the Company to finance the cash portion of the purchase price for the acquisition of Twin Peaks Buyer, LLC and its direct and indirect subsidiaries. Net proceeds totaled $236.9 million, which consisted of the combined face amount of $250.0 million, net of debt offering costs of $5.6 million and original issue discount of $7.5 million. Substantially all of the proceeds were used to acquire Twin Peaks. Immediately following the closing of the acquisition of Twin Peaks, the Company contributed the franchising subsidiaries of Twin Peaks to FAT Brands Twin Peaks I, LLC,, pursuant to a Contribution Agreement. On September 8, 2023, FAT Brands Twin Peaks I, LLC issued an additional $98.0 million aggregate principal amount of two tranches of fixed rate secured notes to FAT Brands Inc., pending sale to third party investors. Of the $98.0 million aggregate principal amount, $48.0 million was sold privately during the third quarter of 2023 resulting in net proceeds of $45.2 million. A portion of the proceeds was used to purchase $14.9 million aggregate principal amount of outstanding Securitization Notes, which will be held pending re-sale to third party investors. In connection with the bonds repurchased, the Company recognized a $2.7 million net loss on extinguishment of debt. The remaining $50.0 million in aggregate principal of notes issued by FAT Twin Peaks I, LLC was issued to a wholly-owned subsidiary of FAT Brands, Inc., pending sale to third party investors. As of December 31, 2023, the carrying value of the Twin Peaks Securitization Notes was $271.5 million (net of debt offering costs of $4.2 million and original issue discount of $5.5 million). The Company recognized interest expense on the Twin Peaks Securitization Notes of $23.8 million for year ended December 31, 2023, which includes $3.8 million for amortization of debt offering costs and $2.4 million for amortization of the original issue discount. The effective interest rate of the Twin Peaks Securitization Notes, including the amortization of debt offering costs and original issue discount, was 11.6% during the year ended December 31, 2023. The Twin Peaks Securitization Notes are generally secured by a security interest in substantially all the assets of FAT Brands Twin Peaks I, LLC, and its subsidiaries. Fazoli's / Native Securitization In connection with the acquisition of Fazoli's and Native Grill & Wings, on December 15, 2021, the Company completed the issuance and sale in a private offering through its special purpose, wholly-owned subsidiary, FAT Brands Fazoli's Native I, LLC, of an aggregate principal amount of $193.8 million. Net proceeds totaled $180.6 million, which consisted of the combined face amount of $193.8 million, net of debt offering costs of $3.8 million and original issue discount of $9.4 million. The proceeds were used to close the acquisitions of Fazoli's and Native, and to provide working capital for the Company. Immediately following the closing of the acquisition of Fazoli's and Native, the Company contributed the franchising subsidiaries of these entities to FAT Brands Fazoli's Native I, LLC, pursuant to a Contribution Agreement. As of December 31, 2023, the carrying value of the Fazoli's-Native Securitization Notes was $164.1 million (net of debt offering costs of $2.5 million and original issue discount of $6.0 million). The Company recognized interest expense on the Fazoli's-Native Securitization Notes of $13.9 million for the fiscal year ended December 31, 2023, which includes $1.2 million for amortization of debt offering costs and $2.8 million for amortization of the original issue discount. The effective interest rate of the Fazoli's-Native Securitization Notes, including the amortization of debt offering costs and original issue discount, was 10.1% during the year ended December 31, 2023. The Fazoli's-Native Securitization Notes are generally secured by a security interest in substantially all the assets of FAT Brands Fazoli's Native I, LLC and its subsidiaries. FB Resid Holdings I, LLC On July 8, 2023, FB Resid Holdings I, LLC (“FB Resid”), a special purpose, wholly-owned subsidiary of FAT Brands, completed the issuance of two tranches of fixed rate secured notes with a total aggregate principal amount of $150.0 million. Of the $150.0 million aggregate principal amount, $105.8 million was sold privately, resulting in net proceeds of $105.3 million. A portion of the proceeds was used to purchase $64.6 million of outstanding Securitization Notes, which will be held pending re-sale to third party investors. The remaining $44.2 million in aggregate principal of notes issued by FB Resid was issued to a wholly-owned subsidiary of FAT Brands, Inc., pending sale to third party investors. Terms and Debt Covenant Compliance The FAT Royalty securitization notes, the GFG Royalty securitization notes, the Twin Peaks securitization notes, the Fazoli's/Native securitization notes and the FB Resid notes (collectively, the "Securitization Notes") require that the principal (if any) and interest obligations be segregated to ensure appropriate funds are reserved to pay the quarterly principal and interest amounts due. The amount of monthly cash flow that exceeds the required monthly interest reserve is generally remitted to the Company. Interest payments are required to be made on a quarterly basis. Beginning July 26, 2023, additional interest equal to 1.0% per annum and principal payments equal to 2.0% per annum of the initial principal amount on the FAT Royalty securitization notes, the GFG Royalty securitization notes, the Twin Peaks securitization notes and the Fazoli's/Native securitization notes will be made on the scheduled quarterly payment dates. The material terms of the Securitization Notes contain covenants which are standard and customary for these types of agreements, including the following financial covenants: (i) debt service coverage ratio, (ii) leverage ratio, and (iii) senior leverage ratio. As of December 31, 2023, the Company was in compliance with these covenants. Elevation Note On June 19, 2019, the Company completed the acquisition of Elevation Burger. A portion of the purchase price included the issuance to the Seller of a convertible subordinated promissory note (the “Elevation Note”) with a principal amount of $7.5 million, bearing interest at 6.0% per year and maturing in July 31, 2026. The Elevation Note is convertible under certain circumstances into shares of the Company’s common stock at $12.00 per share. In connection with the valuation of the acquisition of Elevation Burger, the Elevation Note was recorded on the financial statements of the Company at $6.1 million, net of a loan discount of $1.3 million and debt offering costs of $0.1 million. As of December 31, 2023, the carrying value of the Elevation Note was $3.0 million which is net of the loan discount of $0.4 million and debt offering costs of $35,329. In June 2022, pursuant to the claw-back provision of the purchase agreement, the balance of the Elevation Note was reduced by $1.0 million to $6.5 million. The Company recognized interest expense relating to the Elevation Note during the fiscal year ended December 31, 2023 in the amount of $0.2 million, which included amortization of the loan discount of $0.2 million and amortization of $10,191 in debt offering costs. The Company recognized interest expense relating to the Elevation Note during the year ended December 25, 2022 in the amount of $0.6 million, which included amortization of the loan discount of $0.2 million and amortization of $10,191 in debt offering costs. The effective interest rate for the Elevation Note during the year ended December 31, 2023 was 12.1%. The Elevation Note is a general unsecured obligation of Company and is subordinated in right of payment to all indebtedness of the Company arising under any agreement or instrument to which Company or any of its Affiliates is a party that evidences indebtedness for borrowed money that is senior in right of payment. Equipment Financing (Twin Peaks) During fiscal year 2022, an indirect subsidiary of the Company entered into certain equipment financing arrangements to borrow up to $1.4 million, the proceeds of which will be used to purchase certain equipment for a new Twin Peaks restaurant and to retrofit existing restaurants with equipment (the "Equipment Financing"). The Equipment Financing has maturity dates between August 10, 2027 and April 1, 2028, and bear interest at fixed rates between 7.99% and 8.49% per annum. The Equipment Financing is secured by certain equipment of the Twin Peaks restaurant. Construction Loan Agreement (Twin Peaks) On July 12, 2022, an indirect subsidiary of the Company entered into a construction loan agreement, the proceeds of which were used for a new corporate Twin Peaks in Northlake, TX. The loan was paid in full in December 2022. On December 5, 2022, an indirect subsidiary of the Company entered into a construction loan agreement to borrow up to $4.5 million, the proceeds of which will be used for a new corporate Twin Peaks restaurant (the "Construction Loan"). The Construction Loan has an initial maturity of August 5, 2023, with an optional six-month extension, bearing interest at the greater of the 3-month Secured Overnight Financing Rate (SOFR) plus 360 basis points, or 8% per year, and is secured by land and building. In August 2023, management extended the maturity to February 5, 2024. On December 26, 2023, the loan was paid in full as part of a sale leaseback transaction. On March 9, 2023, an indirect subsidiary of the Company entered into a construction loan agreement to borrow up to $4.5 million, the proceeds of which will be used for a new corporate Twin Peaks in Sarasota, Florida (the "Sarasota Construction Loan"). The Sarasota Construction Loan has an initial maturity of January 9, 2024, with an optional three-month extension, bearing interest at the greater of the 3-month Overnight Financing Rate (SOFR) plus 575 basis points or 4% per year and is secured by land and building. On September 27, 2023, the loan was paid in full as part of a sale leaseback transaction. On December 28, 2023, an indirect subsidiary of the Company entered into a construction loan agreement to borrow up to $4.75 million, the proceeds of which will be used for a new corporate Twin Peaks in McKinney, TX (the "McKinney Construction Loan"). The McKinney Construction Loan has an initial maturity of December 28, 2024, with an optional 12-month extension, bearing interest at Wall Street Journal Prime plus 100 basis per year and is secured by land and building. Promissory Note (Twin Peaks) On December 4, 2023, an indirect subsidiary of the Company purchased all member interest units of a joint venture entity for $1.3 million in the form of a $0.3 million cash payment and 10 equal monthly payments of $0.1 million beginning in January 2024. The $1.0 million promissory note bears interest of 5.3%. Paycheck Protection Program Loans During 2020, the Company received loan proceeds in the amount of approximately $1.5 million under the Paycheck Protection Program Loans (the "PPP Loans") and Economic Injury Disaster Loan Program (the “EIDL Loans”). The Paycheck Protection Program, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. At inception, the PPP Loans and EIDL Loans related to FAT Brands Inc. and five restaurant locations that were part of the Company’s refranchising program. During 2021, the Company received confirmation that the entire balance remaining on the PPP Loans, plus accrued interest, had been forgiven under the terms of the program. The Company recognized interest expense of $4,000 and a gain on extinguishment of debt in the amount of $1.2 million relating to the PPP Loans and EIDL Loans during the fiscal year ended December 26, 2021. Scheduled Principal Maturities Scheduled principal maturities of long-term debt and redemptions of redeemable preferred stock (Note 12) for the next five fiscal years are as follows (in millions): Fiscal Year Long-Term Debt Redeemable Preferred Stock (Note 12) 2024 $ 27.5 $ 91.8 2025 $ 24.9 $ — 2026 $ 23.2 $ — 2027 $ 129.0 $ — 2028 $ 22.9 $ — |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK Series B Cumulative Preferred Stock On July 13, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) to issue and sell, in a public offering (the “Offering”), 360,000 shares of 8.25% Series B Cumulative Preferred Stock (“Series B Preferred Stock”) and 1,800,000 warrants, plus 99,000 additional warrants pursuant to the underwriter’s overallotment option (the “2020 Series B Offering Warrants”), to purchase common stock at $5.00 per share (Note 15). In connection with the Offering, on July 15, 2020 the Company filed an Amended and Restated Certificate of Designation of Rights and Preferences of Series B Cumulative Preferred Stock with the Secretary of State of Delaware, designating the terms of the Series B Preferred Stock (the “Certificate of Designation”). The Certificate of Designation amends and restates the terms of the Series B Cumulative Preferred Stock issued in October 2019 (the “Original Series B Preferred”). At the time of the Offering, there were 57,140 shares of the Original Series B Preferred outstanding, together with warrants to purchase 34,284 shares of the Company’s common stock at an exercise price of $8.50 per share (the “Series B Warrants”). Holders of Series B Cumulative Preferred Stock do not have voting rights and are entitled to receive, when declared by the Board, cumulative preferential cash dividends at a rate per annum equal to the 8.25% multiplied by $25.00 per share stated liquidation preference of the Series B Preferred Stock. The dividends shall accrue without interest and accumulate, whether or not earned or declared, on each issued and outstanding share of the Series B Preferred Stock from (and including) the original date of issuance of such share and shall be payable monthly in arrears on a date selected by the Company each calendar month that is no later than twenty days following the end of each calendar month. If the Company fails to pay dividends on the Series B Preferred Stock in full for any twelve accumulated, accrued and unpaid dividend periods, the dividend rate shall increase to 10.0% until the Company has paid all accumulated accrued and unpaid dividends on the Series B Preferred Stock in full and has paid accrued dividends during the two most recently completed dividend periods in full, at which time the 8.25% dividend rate shall be reinstated. The Company may redeem the Series B Preferred Stock, in whole or in part, at the option of the Company, for cash, at the following redemption price per share, plus any unpaid dividends: i. After July 16, 2023 and on or prior to July 16, 2024: $26.00 per share. ii. After July 16, 2024 and on or prior to July 16, 2025: $25.50 per share. iii. After July 16, 2025: $25.00 per share. As a result of the amended and restated terms of the Series B Cumulative Preferred Stock, the Company classified the Series B Preferred Stock as equity as of July 15, 2020. In addition to the shares issued in the Offering, The Company concurrently engaged in the following transactions: • The holders of the outstanding 57,140 shares of Original Series B Preferred became subject to the new terms of the Certificate of Designation. At the time of the amendment and restatement of the Certificate of Designation, the adjusted basis of the Original Series B Preferred on the Company’s books was $1.1 million, net of unamortized debt discounts and debt offering costs. As a result of the amendment and restatement of the Certificate of Designation, the recorded value of the new Series B Stock was $1.1 million with $0.3 million allocated to the 2020 Series B Offering Warrants, resulting in an aggregate loss on the exchange of $0.3 million. The original holders were also issued 3,537 shares of new Series B Preferred Shares in payment of $0.1 million accrued and outstanding dividends relating to the Original Series B Preferred at a price of $25.00 per share. • The Company entered into an agreement to exchange 15,000 shares of Series A Fixed Rate Cumulative Preferred Stock owned by FCCG for 60,000 shares of Series B Preferred Stock valued at $1.5 million, pursuant to a Settlement, Redemption and Release Agreement. At the time of the exchange, the adjusted basis of the Series A Preferred on the Company’s books was $1.5 million, net of unamortized debt discounts and debt offering costs, and the Company recognized a loss on the exchange in the amount of $11,000. The Company also agreed to issue 14,449 shares of Series B Preferred Stock valued at $0.4 million as consideration for accrued dividends due to FCCG. • The Company entered into an agreement to exchange all of the outstanding shares of Series A-1 Fixed Rate Cumulative Preferred Stock for 168,001 shares of Series B Preferred Stock valued at $4.2 million, pursuant to a Settlement, Redemption and Release Agreement with the holders of such shares. At the time of the exchange, the adjusted basis of the Series A-1 Preferred Stock on the Company’s books was $4.4 million, net of unamortized debt discounts and debt offering costs, and the Company recognized a gain on the exchange in the amount of $0.2 million. On June 22, 2021, the Company closed a second underwritten public offering of 460,000 shares of 8.25% Series B Cumulative Preferred Stock at a price of $20.00 per share. The net proceeds to the Company totaled $8.3 million (net of $0.9 million in underwriting discounts and other offering expenses). On August 25, 2021, the Company redeemed the final 80,000 shares of outstanding Series A Preferred Stock held by Trojan Investments, LLC, with a redemption value of $8.0 million, plus accrued dividends thereon in the amount of $1.6 million, in exchange for 478,199 shares of Series B Preferred Stock valued at $10.8 million. The Company recognized a loss on extinguishment of debt in the amount of $1.2 million resulting from the redemption of the Series A Preferred Stock. The loss on extinguishment of debt was recognized during the fourth quarter of 2021 and was deemed by the Company to be immaterial to the third quarter 2021 financial statements. Following this transaction, the Company no longer has outstanding shares of its Series A Preferred Stock and has cancelled all shares. The Company had accounted for the Series A Preferred Stock as debt and recognized interest expense on the Series A Preferred Stock of $0.7 million for the fiscal year ended December 26, 2021. On November 1, 2021, the Company closed an additional underwritten public offering of 1,000,000 shares of 8.25% Series B Cumulative Preferred Stock at a price of $18.00 per share. The net proceeds to the Company totaled $16.8 million (net of $1.2 million in underwriting discounts and other offering expenses). On November 14, 2022, we entered into an ATM Sales Agreement (the "Sales Agreement") with ThinkEquity LLC (the "Agent"), pursuant to which we may offer and sell from time to time through the Agent up to $21,435,000 maximum aggregate offering price of shares of our Class A Common Stock and/or 8.25% Series B Cumulative Preferred Stock. During fiscal year 2023, pursuant to the Sales Agreement, we sold and issued 339,650 shares of Series B Cumulative Preferred Stock, at a weighted average share price of $15.60, paid the Agent commissions of $158,994 for such sales and received net proceeds of $5,139,178 (net of fees and commissions) for such sales. During the fourth quarter and fiscal year 2022, pursuant to the Sales Agreement, (i) we sold and issued 1,648 shares of Class A Common Stock, at a weighted average share price of $7.04, paid the Agent commissions of $348 and received net proceeds of $11,260 (net of fees and commissions) for such sales and (ii) we sold and issued 30,683 shares of Series B Cumulative Preferred Stock, at a weighted average share price of $18.13, paid the Agent commissions of $16,692 for such sales and received net proceeds of $539,698 (net of fees and commissions) for such sales. As of December 31, 2023, the Series B Preferred Stock consisted of 3,591,804 shares outstanding with a balance of $44.1 million. The Company declared preferred dividends to the holders of the Series B Preferred Stock totaling $7.0 million during the fiscal year ended December 31, 2023. As of December 25, 2022, the Series B Preferred Stock consisted of 3,252,154 shares outstanding with a balance of $45.5 million. The Company declared preferred dividends to the holders of the Series B Preferred Stock totaling $6.6 million during the fiscal year ended December 25, 2022. These amounts do not include 5,936,638 shares of Series B Preferred Stock classified as redeemable preferred stock due to associated put options granted to the holders by the Company (see Note 12). |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE PREFERRED STOCK | REDEEMABLE PREFERRED STOCK GFG Preferred Stock Consideration On July 22, 2021, the Company completed the acquisition of GFG. A portion of the consideration paid included 3,089,245 newly issued shares of the Company’s Series B Cumulative Preferred Stock valued at $67.3 million (the "GFG Preferred Stock Consideration"). Additionally, on July 22, 2021, the Company entered into a put/call agreement with the GFG sellers, pursuant to which the Company may purchase, or the GFG Sellers may require the Company to purchase, the GFG Preferred Stock Consideration for $67.5 million plus any accrued but unpaid dividends on or before August 20, 2022 (extended from the original date of April 22, 2022), subject to the other provisions of the Put/Call Agreement. Since the Company did not deliver the applicable cash proceeds to the GFG Sellers by that date, the amount accrues interest at the rate of 5% per annum until repayment is completed. On March 22, 2022, the Company received a put notice on the GFG Preferred Stock Consideration and reclassified the GFG Preferred Stock Consideration from redeemable preferred stock to current liabilities on its consolidated balance sheet. As of December 31, 2023, the carrying value of the redeemable preferred stock was $67.5 million. On September 16, 2022, the Company entered into an agreement with one of the GFG sellers who held 1,544,623 put preferred shares. Pursuant to the agreement, effective August 23, 2022, the interest rate applicable to such holder's 1,544,623 put shares was increased from 5% to 10% per annum, payable monthly in arrears. In the fiscal year ended December 31, 2023, the Company paid $3.4 million for the accrued interest. On March 9, 2023, the Company entered into an agreement with the second GFG seller who held 1,544,623 put preferred shares. Pursuant to the agreement, effective August 23, 2022, the interest rate applicable to such holder's 1,544,623 put shares was increased from 5% to 10% per annum, payable on the date of redemption. Twin Peaks Preferred Stock Consideration On October 1, 2021, the Company completed the acquisition of Twin Peaks. A portion of the consideration paid included 2,847,393 shares of the Company’s Series B Cumulative Preferred Stock (the "Twin Peaks Preferred Stock Consideration") valued at $67.5 million. On October 1, 2021, the Company and the Twin Peaks Seller entered into a Put/Call Agreement (the “Put/Call Agreement”) pursuant to which the Company was granted the right to call from the Twin Peaks Seller, and the Twin Peaks Seller was granted the right to put to the Company, the Initial Put/Call Shares at any time until March 31, 2022 for a cash payment of $42.5 million, and the Secondary Put/Call Shares at any time until September 30, 2022 for a cash payment of $25.0 million (the Initial Put/call Shares together with the Secondary Put/Call Shares total $67.5 million), plus any accrued but unpaid dividends on such shares. Unpaid balances, when due, accrue interest at a rate of 10.0% per annum until repayment is completed. On October 7, 2021, the Company received a put notice on the Initial Put/Call Shares and the Secondary Put/Call Shares and, therefore, classified them in current liabilities in its consolidated balance sheet. On October 21, 2022, the Company entered into an Exchange Agreement with the Twin Peaks Seller and redeemed 1,821,831 shares of the Company’s 8.25% Series B Cumulative Preferred Stock at a price of $23.69 per share, plus accrued and unpaid dividends to the date of redemption in exchange for $46.5 million aggregate principal amount of secured debt ($43.2 million net of debt offering costs and original issue discount) as discussed in Note 10. As of December 31, 2023, the carrying value of the Twin Peaks Preferred Stock Consideration totaled $24.3 million. The Company recognized interest expense relating to the Twin Peaks Preferred Stock Consideration in the amount of $2.4 million during the year ended December 31, 2023. |
STOCKHOLDERS_ EQUITY AND DIVIDE
STOCKHOLDERS’ EQUITY AND DIVIDENDS ON COMMON STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND DIVIDENDS ON COMMON STOCK | STOCKHOLDERS’ EQUITY AND DIVIDENDS ON COMMON STOCK On August 16, 2021, the Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended Certificate”) with the Secretary of State of the State of Delaware, which among other things, (i) authorized 50,000,000 shares of Class A Common Stock and 1,600,000 shares of Class B Common Stock, and (ii) reclassified the Company’s outstanding shares of Common Stock as Class A Common Stock as of such date (the "Recapitalization"). Prior to the Recapitalization, the Company’s authorized common shares totaled 51,600,000 in a single class. The terms of the Amended Certificate require equal or better treatment for the Class A Common Stock to the Class B Common Stock in transactions such as distributions, mergers, dissolution or recapitalization. Generally, each holder of shares of Class A Common Stock shall be entitled to 1 vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation, while each holder of shares of Class B Common Stock shall be entitled to 2,000 votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. The foregoing is qualified in its entirety by reference to the full text of the Amended Certificate, which is filed as Exhibit 3.1 on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 19, 2021 and incorporated by reference herein. On October 15, 2021, the Board of Directors of the Company approved an amendment and restatement (the “Amendment”) of the Company’s Bylaws, effective as of the same date. The Amendment revised the stockholder voting provisions of the Bylaws to reflect the dual class common stock structure adopted by the Company in August 2021. In addition, the Amendment revised the provisions in the Bylaws for stockholder voting by written consent and the procedure for fixing the size of the Board of Directors and made certain other conforming changes. As of December 31, 2023 and December 25, 2022, the total number of authorized shares of Class A and Class B common stock was 51,600,000. There were 15,629,294 shares of Class A common stock and 1,270,805 shares of Class B common stock outstanding at December 31, 2023, and 15,300,870 shares of Class A common stock and 1,270,805 shares of Class B common stock issued and outstanding at December 25, 2022. Below are the changes to the Company’s common stock during the fiscal year ended December 31, 2023: ● Warrants to purchase 342,290 shares of Class A common stock were exercised during the year ended December 31, 2023. The proceeds to the Company from the exercise of the warrants totaled $0.7 million. ● The Company granted 25,000 restricted shares of Class A common stock to an employee. One-third of the shares vested immediately and the remaining shares will vest over the next 2 years in equal installments at the anniversary date of grant. The value of the restricted stock grant was $0.1 million and will be amortized as compensation expense over the vesting period. ● A total of 126,134 shares of Class A common stock were issued. ● On January 3, 2023, the Board of Directors declared a cash dividend of $0.14 per share of Class A and Class B common stock, payable on March 1, 2023 to stockholders of record as of February 15, 2023, for a total of $2.3 million. ● On April 4, 2023, the Board of Directors declared a cash dividend of $0.14 per share of Class A and Class B common stock, payable on June 1, 2023 to stockholders of record as of May 15, 2023, for a total of $2.3 million. ● On July 11, 2023, the Board of Directors declared a cash dividend of $0.14 per share of Class A and Class B common stock, payable on September 1, 2023 to stockholders of record as of August 15, 2023, for a total of $2.3 million. ● On October 3, 2023, the Board of Directors declared a cash dividend of $0.14 per share of Class A and Class B common stock, payable on December 1, 2023 to stockholders of record as of November 15, 2023, for a total of $2.4 million. Below are the changes to the Company’s common stock during the fiscal year ended December 25, 2022: ● Warrants to purchase 36,362 shares of Class A common stock were exercised during the year ended December 25, 2022. The proceeds to the Company from the exercise of the warrants totaled $0.7 million. ● The Company granted 150,000 restricted shares of Class A common stock to Board members. The shares vest over 3 years in equal installments at the anniversary date of grant. The value of the restricted stock grant was $1.2 million and will be amortized as compensation expense over the vesting period. ● On January 11, 2022, the Board of Directors declared a cash dividend of $0.13 per share of Class A and Class B common stock, payable on March 1, 2022 to stockholders of record as of February 15, 2022, for a total of $2.2 million. ● On April 12, 2022, the Board of Directors declared a cash dividend of $0.13 per share of Class A and Class B common stock, payable on June 1, 2022 to stockholders of record as of May 16, 2022, for a total of $2.1 million. ● On July 12, 2022, the Board of Directors declared a cash dividend of $0.14 per share of Class A and Class B common stock, payable on September 1, 2022 to stockholders of record as of August 16, 2022, for a total of $2.3 million. ● On October 25, 2022, the Board of Directors declared a cash dividend of $0.14 per share of Class A and Class B common stock, payable on December 1, 2022 to stockholders of record as of November 15, 2022, for a total of $2.3 million. ● On May 3, 2022, one non-employee member of the Board of Directors elected to receive a portion of his compensation in shares of the Company's Class A common stock in lieu of cash. As such, the Company issued a total of 4,761 shares of Class A common stock with a value of $30,000 to the electing director as consideration for accrued director's fees. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Effective September 30, 2017, the Company adopted the 2017 Omnibus Equity Incentive Plan (the “Plan”). The Plan was amended on December 20, 2022 to increase the number of shares available for issuance under the Plan. The Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, FAT Brands Inc. and its subsidiaries. The Plan provides a maximum of 5,000,000 shares available for grant. The Company has periodically issued stock options under the Plan. All of the stock options issued by the Company to date have included a vesting period of three years, with one-third of each grant vesting annually. The Company’s stock option activity for fiscal year ended December 31, 2023 can be summarized as follows: Number of Shares Weighted Weighted Average Remaining Contractual Stock options outstanding at December 25, 2022 2,748,906 $ 10.06 8.3 Grants 795,723 $ 5.80 9.4 Forfeited (501,277) $ 8.48 8.6 Exercised (153,180) $ 5.02 6.4 Stock options outstanding at December 31, 2023 2,890,172 $ 9.39 7.8 Stock options exercisable at December 31, 2023 1,525,531 $ 10.52 7.0 The range of assumptions used in the Black-Scholes valuation model to value to options granted in 2023 are as follows: Expected dividend yield 7.9% - 10.4% Expected volatility 81.0 % Risk-free interest rate 3.4% - 4.9% Expected term (in years) 6.0 During the year ended December 31, 2023, the Company granted 25,000 restricted shares of Class A common stock to an employee. One-third of the shares vested immediately and the remaining shares will vest over the next 2 years in equal installments at the anniversary date of grant. The grantees are entitled to any common dividends relating to the granted shares during the vesting period. The granted shares were valued at $0.1 million as of the date of grant. The related compensation expense will be recognized over the vesting period. The Company recognized share-based compensation expense in the amount of $3.6 million and $7.7 million during the fiscal years ended December 31, 2023 and December 25, 2022, respectively. As of December 31, 2023, there remains $2.3 million of share-based compensation expense relating to non-vested grants, which will be recognized over the remaining vesting period, subject to future forfeitures. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
WARRANTS | WARRANTS As of December 31, 2023, the Company had issued outstanding warrants to purchase shares of its Class A common stock as follows: Issue Date Number of Warrants Outstanding Commencement Date Termination Date Exercise Price Value at Grant Date (In Thousands) 06/19/2019 46,875 12/24/2020 06/19/2024 $ 7.27 N/A (1) 10/03/2019 60 10/03/2019 10/03/2024 $ 7.73 $ — 07/16/2020 982,855 12/24/2020 07/16/2025 $ 3.76 $ 1,163 07/16/2020 18,648 12/24/2020 07/16/2025 $ 3.76 $ 64 1,048,438 (1) Values were not calculated at the issue date because the warrants were only exercisable in the event of a merger involving the Company and FCCG. In addition to the warrants to purchase common stock described above, the Company has also granted warrants issued on July 16, 2020, to purchase 3,600 shares of the Company’s Series B Preferred Stock at an exercise price of $24.95 per share, exercisable beginning on the earlier of one year from the date of issuance, or the consummation of a merger or other similar business combination transaction involving the Company and FCCG, and will expire on July 16, 2025. The Company’s activity in warrants to purchase Class A common stock for the fiscal year ended December 31, 2023 was as follows: Number of Weighted Weighted Warrants outstanding at December 25, 2022 1,591,256 $ 3.88 2.4 Exercised (342,290) $ 2.99 1.5 Expired (200,528) $ 7.06 — Warrants outstanding at December 31, 2023 1,048,438 $ 2.95 1.6 Warrants exercisable at December 31, 2023 1,048,438 $ 2.95 1.6 (1) Exercise price adjusted due to cash dividends and Class B stock dividend. The Company’s warrant activity for the fiscal year ended December 25, 2022 was as follows: Number of Weighted Weighted Warrants outstanding at December 26, 2021 1,707,670 $ 4.72 3.2 Exercised (34,714) $ 3.57 2.6 Cancelled (81,700) $ 13.35 — Warrants outstanding at December 25, 2022 1,591,256 $ 3.88 2.4 Warrants exercisable at December 25, 2022 1,591,256 $ 3.88 2.4 During the fiscal year ended December 31, 2023, a total of 342,290 warrants were exercised in exchange for 342,290 shares of common stock with net proceeds to the Company of $0.7 million. The range of assumptions used to establish the initial value of the warrants using the Black-Scholes valuation model were as follows: Warrants Expected dividend yield 4.00% - 6.63% Expected volatility 30.23% - 31.73% Risk-free interest rate 0.99% - 1.91% Expected term (in years) 3.8 - 5.0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation and Investigations James Harris and Adam Vignola, derivatively on behalf of FAT Brands, Inc. v. Squire Junger, James Neuhauser, Edward Rensi, Andrew Wiederhorn, Fog Cutter Holdings, LLC and Fog Cutter Capital Group, Inc., and FAT Brands Inc., nominal defendant (Delaware Chancery Court, Case No. 2021-0511) On June 10, 2021, plaintiffs James Harris and Adam Vignola (“Plaintiffs”), putative stockholders of the Company, filed a shareholder derivative action in the Delaware Court of Chancery nominally on behalf of the Company against the Company’s current and former directors (Squire Junger, James Neuhauser, Edward Rensi and Andrew Wiederhorn (the “Individual Defendants”)), and the Company’s majority stockholders, Fog Cutter Holdings, LLC and Fog Cutter Capital Group, Inc. (collectively with the Individual Defendants, “Defendants”). Plaintiffs assert claims of breach of fiduciary duty, unjust enrichment and waste of corporate assets arising out of the Company’s December 2020 merger with Fog Cutter Capital Group, Inc. Defendants filed a motion to dismiss Plaintiffs’ complaint, which the Court denied in an oral ruling on February 11, 2022 and subsequent written order on May 25, 2022. On April 7, 2022, the Court entered a Scheduling Order setting forth the key dates and deadlines that would govern the litigation, including a discovery cutoff of March 24, 2023 and trial date of February 5-9, 2024. To date, the parties have engaged in substantial written discovery, though no depositions have been taken. On February 3, 2023, the Company’s board of directors appointed a Special Litigation Committee (“SLC”), which retained independent counsel and moved for a six-month stay of the action pending resolution of the SLC's investigation, which the Court granted on February 17, 2023. On April 5, 2023, the Court granted Plaintiffs’ motion to lift the stay of the proceedings, and entered a Second Amended Pre-Trial Scheduling Order resetting key dates and deadlines, including a fact discovery cutoff of August 4, 2023, and a trial date to be set sometime after May 10, 2024. On May 4, 2023, a new SLC was appointed, and on May 8, 2023, the new SLC moved for a six-month stay of the action pending resolution of its investigation. Two days later, on May 10, 2023, the United States of America moved for a partial stay of discovery pending its own investigation. On May 31, 2023, the Court granted the United States of America’s Motion, except that it granted a six-month stay of all proceedings in the action, and on that basis deemed the SLC’s motion to be moot. On December 4, 2023, the stay of all proceedings was extended through March 3, 2024, and on March 1, 2024, the stay of all proceedings was extended to June 3, 2024. Defendants dispute the allegations of the lawsuit and intend to vigorously defend against the claims. We cannot predict the outcome of this lawsuit. This lawsuit does not assert any claims against the Company. However, subject to certain limitations, we are obligated to indemnify our directors in connection with defense costs for the lawsuit and any related litigation, which may exceed coverage provided under our insurance policies, and thus could have an adverse effect on our financial condition. The lawsuit and any related litigation also may be time-consuming and divert the attention and resources of our management. James Harris and Adam Vignola, derivatively on behalf of FAT Brands, Inc. v. Squire Junger, James Neuhauser, Edward Rensi, Andrew Wiederhorn and Fog Cutter Holdings, LLC, and FAT Brands Inc., nominal defendant (Delaware Chancery Court, Case No. 2022-0254) On March 17, 2022, plaintiffs James Harris and Adam Vignola (“Plaintiffs”), putative stockholders of the Company, filed a shareholder derivative action in the Delaware Court of Chancery nominally on behalf of the Company against the Company’s current and former directors (Squire Junger, James Neuhauser, Edward Rensi and Andrew Wiederhorn (the “Individual Defendants”)), and the Company’s majority stockholder, Fog Cutter Holdings, LLC (collectively with the Individual Defendants, “Defendants”). Plaintiffs assert claims of breach of fiduciary duty in connection with the Company’s June 2021 recapitalization transaction. On May 27, 2022, Defendants filed a motion to dismiss Plaintiff's complaint (the "Motion"). Argument on the Motion was heard on November 17, 2022, and again on February 23, 2023, and the Court took its decision under advisement. The Court denied the motion on April 5, 2023. On May 2, 2023, the Court entered a pre-trial scheduling order setting key dates and deadlines that will govern the litigation, including a fact discovery cutoff of February 2, 2024, and a trial date to be set sometime after October 15, 2024. On July 21, 2023, the Company’s board of directors appointed a Special Litigation Committee (“SLC”), which retained independent counsel and moved for a six-month stay of the action pending resolution of the SLC’s investigation. On August 10, 2023, the parties filed a stipulation to stay the case for six months, conditioned upon Defendants continuing to review the documents in response to Plaintiffs' First Requests for Production and to produce non-privileged responsive documents to the SLC and to Plaintiffs no later than December 1, 2023. The Court granted the stipulation the same day. In accordance with the stipulation, Defendants produced documents to the SLC and Plaintiffs by the December 1, 2023 deadline. On February 7, 2024, the SLC requested, and the Court granted, an extension of the stay of all proceedings through May 6, 2024, granting the SLC an additional 90 days to complete its investigation. Defendants dispute the allegations of the lawsuit and intend to vigorously defend against the claims. As this matter is still in the early stages, we cannot predict the outcome of this lawsuit. This lawsuit does not assert any claims against the Company. However, subject to certain limitations, we are obligated to indemnify our directors in connection with defense costs for the lawsuit and any related litigation, which may exceed coverage provided under our insurance policies, and thus could have an adverse effect on our financial condition. The lawsuit and any related litigation also may be time-consuming and divert the attention and resources of our management. Government Investigations In December 2021, the U.S. Attorney’s Office for the Central District of California (the “U.S. Attorney”) and the U.S. Securities and Exchange Commission (the “SEC”) informed the Company that they had opened investigations relating to the Company and our former Chief Executive Officer, Andrew Wiederhorn, and were formally seeking documents and materials concerning, among other things, the Company’s December 2020 merger with Fog Cutter Capital Group Inc., transactions between those entities and Mr. Wiederhorn, as well as compensation, extensions of credit and other benefits or payments received by Mr. Wiederhorn or his family from those entities prior to the merger. From August 23, 2022 until March 28, 2023, our Board of Directors maintained a Special Review Committee comprised of directors other than Mr. Wiederhorn to oversee a review of the issues raised by the U.S. Attorney and SEC investigations. The Company intends to cooperate with the U.S. Attorney and the SEC regarding these matters and is continuing to actively respond to inquiries and requests from the U.S. Attorney and the SEC. At this stage, we are not able to reasonably estimate or predict the outcome or duration of either of the U.S. Attorney’s or the SEC’s investigations. On February 15, 2024, the Company, Andrew Wiederhorn and one current and one former officer of the Company each received a “Wells Notice” from the Staff of the SEC. The Wells Notice issued to the Company alleges violations of Securities Act Section 17(a)(2), and Exchange Act Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), 13(k), and 14(a) and Rules 10b-5(b), 12b-20, 13a-1, 13a-13, 14a-3, and 14a-9 thereunder, relating solely to conduct occurring during or prior to fiscal year 2020. A Wells Notice is neither a formal charge of wrongdoing nor a determination that the recipient has violated any law. The Company is continuing its efforts to cooperate with the SEC and maintains that its actions were appropriate, and intends to pursue the Wells Notice process, including submitting a formal response to the SEC. Stratford Holding LLC v. Foot Locker Retail Inc. (U.S. District Court for the Western District of Oklahoma, Case No. 5:12-cv-772-HE) In 2012 and 2013, two property owners in Oklahoma City, Oklahoma sued numerous parties, including Foot Locker Retail Inc. and our subsidiary Fog Cutter Capital Group Inc. (now known as Fog Cutter Acquisition, LLC), for alleged environmental contamination on their properties, stemming from dry cleaning operations on one of the properties. The property owners seek damages in the range of $12.0 million to $22.0 million. From 2002 to 2008, a former Fog Cutter subsidiary managed a lease portfolio, which included the subject property. Fog Cutter denies any liability, although it did not timely respond to one of the property owners’ complaints and several of the defendants’ cross-complaints and thus is in default. The parties are currently conducting discovery. The court has vacated the current trial date and has not yet reset the trial date. The Company is unable to predict the ultimate outcome of this matter, however, reserves have been recorded on the balance sheet of FAT Brands relating to this litigation. There can be no assurance that the defendants will be successful in defending against these actions. SBN FCCG LLC v FCCGI (Los Angeles Superior Court, Case No. BS172606) SBN FCCG LLC (“SBN”) filed a complaint against Fog Cutter Capital Group, Inc. (“FCCG”) in New York state court for an indemnification claim (the “NY case”) stemming from an earlier lawsuit in Georgia regarding a certain lease portfolio formerly managed by a former FCCG subsidiary. In February 2018, SBN obtained a final judgment in the NY case for a total of $0.7 million, which included $0.2 million in interest dating back to March 2012. SBN then obtained a sister state judgment in Los Angeles Superior Court, Case No. BS172606 (the “California case”), which included the $0.7 million judgment from the NY case, plus additional statutory interest and fees, for a total judgment of $0.7 million. In May 2018, SBN filed a cost memo, requesting an additional $12,411 in interest to be added to the judgment in the California case, for a total of $0.7 million. In May 2019, the parties agreed to settle the matter for $0.6 million, which required the immediate payment of $0.1 million, and the balance to be paid in August 2019. FCCG wired $0.1 million to SBN in May 2019, but has not yet paid the remaining balance of $0.5 million. The parties have not entered into a formal settlement agreement, and they have not yet discussed the terms for the payment of the remaining balance. SBN FCCG LLC v FCCGI (Supreme Court of the State of New York, County of New York, Index No. 650197/2023) On January 13, 2023, SBN filed another complaint against FCCG in New York state court for an indemnification claim stemming from a lawsuit in Oklahoma City regarding the same lease portfolio formerly managed by Fog Cap (the “OKC Litigation”), and a bankruptcy proceeding involving Fog Cap (the “Bankruptcy Proceeding”). SBN alleges that under a February 2008 stock purchase agreement, Fog Cutter is required to indemnify SBN and its affiliates. According to the complaint, SBN has, at the time of filing the complaint, incurred costs subject to indemnification of approximately $12 million. On March 11, 2024, the court issued an order granting FCCG’s motion to dismiss SBN’s complaint without prejudice to refile the complaint, if at all, once the underlying proceedings (the OKC Litigation and the Bankruptcy Proceeding) were complete. We are unable at this time to express any opinion as to the eventual outcome of this matter or the possible range of loss, if any. The Company is involved in other claims and legal proceedings from time-to-time that arise in the ordinary course of business, including those involving the Company’s franchisees. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its business, financial condition, results of operations, liquidity or capital resources. As of December 31, 2023, the Company had accrued an aggregate of $5.1 million for the specific matters mentioned above and claims and legal proceedings involving franchisees as of that date. Operating Leases (See Also Note 9) Our corporate headquarters, including its principal administrative, sales and marketing, customer support, and research and development operations, are located in Beverly Hills, California, comprising approximately 15,000 square feet of space, pursuant to a lease that expires on September 29, 2025. Our subsidiary, GFG Management, LLC, leases an approximately 16,000 square foot warehouse location in Atlanta, GA under a lease expiring on May 31, 2029. Our subsidiary, GAC Supply, LLC, owns and operates an approximately 40,000 square foot manufacturing and production facility in Atlanta, Georgia and the underlying real property, which supplies our franchisees with cookie dough, pretzel dry mix and other ancillary products. Our subsidiary, Twin Restaurant Holding, LLC, leases offices in Dallas, TX comprising approximately 8,300 square feet under a lease expiring on April 30, 2025. Our subsidiary, Fazoli's Holdings, LLC, leases offices located in Lexington, KY comprising approximately 19,200 square feet under a lease expiring on April 30, 2027. Our subsidiary, Native Grill & Wings Franchising, LLC, leases offices located in Chandler, AZ comprising 5,825 square feet under a lease expiring on October 31, 2024. In addition to the above locations, certain of our subsidiaries directly own and operate restaurant locations, substantially all of which are located in leased premises. As of December 31, 2023, we owned and operated approximately 190 restaurant locations. The leases have remaining terms ranging from 1 month to 26.8 years. We believes that our existing facilities are in good operating condition and adequate to meet current and foreseeable needs. Additional information related to our operating leases are disclosed in Note 9. |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES | 12 Months Ended |
Dec. 31, 2023 | |
Geographic Information And Major Franchisees | |
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES | GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES Revenues by geographic area are as follows (in millions): Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 25, 2022 United States $ 469.6 $ 397.4 Other countries 10.9 9.8 Total revenues $ 480.5 $ 407.2 Revenues are shown based on the geographic location of our licensee restaurants. All of our owned restaurant assets are located in the United States. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
SCHEDULE II _ VALUATION AND QUA
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 Dollars (In Millions) Balance at Charged to Deductions/ Recoveries/Acquisitions Balance at Allowance for: Trade notes and accounts receivable $ 3.8 $ 2.5 $ (1.7) $ 4.6 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (90,110) | $ (126,188) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation – The accompanying audited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our revenues are derived primarily from two sales channels, franchised restaurants and company-owned locations, which we operate as one reportable segment. |
Nature of operations | Nature of operations – The Company operates on a 52-week calendar and its fiscal year ends on the last Sunday of the calendar year. Consistent with the industry practice, the Company measures its stores’ performance based upon 7-day work weeks. Using the 52-week cycle ensures consistent weekly reporting for operations and ensures that each week has the same days, since certain days are more profitable than others. The use of this fiscal year means a 53 rd |
Principles of consolidation | Principles of consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Newly-acquired subsidiaries are included from the date of acquisition. Intercompany accounts have been eliminated in consolidation. |
Use of estimates in the preparation of the consolidated financial statements | Use of estimates in the preparation of the consolidated financial statements – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the determination of fair values of goodwill and other intangible assets, the allocation of basis between assets acquired, sold or retained, allowances for uncollectible notes receivable and accounts receivable, and the valuation allowance related to deferred tax assets. Estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Credit and depository risks | Credit and depository risks |
Restricted cash | Restricted cash – The Company has restricted cash consisting of funds required to be held in trust in connection with its securitized debt. The current portion of restricted cash was $39.3 million and $25.4 million as of December 31, 2023 and December 25, 2022, respectively. Noncurrent restricted cash of $15.6 million and $14.7 million as of December 31, 2023 and December 25, 2022, respectively, represents interest reserves required to be set aside for the duration of the securitized debt. |
Accounts receivable | Accounts receivable – Accounts receivable are recorded at the invoiced amount and are stated net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The allowance is based on historical collection data and current franchisee information. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2023 and December 25, 2022 accounts receivable was stated net of an allowance for doubtful accounts of $3.7 million and $2.9 million, respectively. Employee Retention Tax Credits - On March 27, 2020, the U.S. government enacted the Coronavirus Aid Relief and Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit ("ERC"). As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standard, Accounting for Government Grants and Disclosure of Government Assistance ("IAS 20"). During 2023, the Company received and recognized $16.9 million of ERCs. |
Inventories | Inventories – |
Assets classified as held for sale | Assets classified as held-for-sale – Assets are classified as held-for-sale when the Company commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, and an active program to locate a buyer at a reasonable price has been initiated. The sale of these assets is generally expected to be completed within one year. The combined assets are valued at the lower of their carrying amount or fair value, net of costs to sell, and included as current assets on the Company’s consolidated balance sheet. Assets classified as held-for-sale are not depreciated. However, interest attributable to the liabilities associated with assets classified as held-for-sale and other related expenses are recorded as expenses in the Company’s consolidated statement of operations. |
Goodwill and other intangible assets | Goodwill and other intangible assets – Intangible assets are stated at the estimated fair value at the date of acquisition and include goodwill, trademarks, and franchise agreements. Goodwill and other intangible assets with indefinite lives, such as trademarks, are not amortized but are reviewed for impairment annually or more frequently if indicators arise. All other intangible assets are amortized over their estimated weighted average useful lives, which range from 4.9 years to 30.3 years. Management assesses potential impairments to intangible assets at least annually, or when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Judgments regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of the acquired businesses, market conditions and other factors. |
Fair value measurements | Fair value measurements - The Company determines the fair market values of its financial assets and liabilities, as well as non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis, based on the fair value hierarchy established in U.S. GAAP. As necessary, the Company measures its financial assets and liabilities using inputs from the following three levels of the fair value hierarchy: • Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities. • Level 3 - Inputs are unobservable and reflect the Company’s own assumptions. The Company does not have a material amount of financial assets or liabilities that are required to be measured at fair value on a recurring basis under U.S. GAAP. None of the Company’s non-financial assets or non-financial liabilities are required to be measured at fair value on a recurring basis. |
Income taxes | Income taxes – The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A valuation allowance is recognized when the realization of our deferred tax assets is expected to be less than our carrying amounts. A two-step approach is utilized to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon the ultimate settlement. |
Franchise fees | Franchise fees - The franchise arrangement is documented in the form of a franchise agreement. The franchise arrangement requires the Company to perform various activities to support the brand that do not directly transfer goods and services to the franchisee, but instead represent a single performance obligation, which includes the transfer of the franchise license. The services provided by the Company are highly inter-related with the franchise license and are considered a single performance obligation. Franchise fee revenue from the sale of individual franchises is recognized over the term of the individual franchise agreement on a straight-line basis. Unamortized non-refundable deposits collected in relation to the sale of franchises are recorded as deferred income. The franchise fee may be adjusted from time to time at management’s discretion. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. Company-owned restaurant revenue - Company-owned restaurant revenue is recognized at the point in time when food and beverage products are sold. Company restaurant sales are presented net of sales-related taxes collected from customers and remitted to governmental taxing authorities. |
Royalties | Royalties – In addition to franchise fee revenue, the Company collects a royalty calculated as a percentage of net sales from our franchisees. Royalties typically range from 0.75% to 7.0% and are recognized as revenue when the related sales are made by the franchisees. Royalties collected in advance of sales are classified as deferred income until earned. |
Company-owned restaurant revenue | Franchise fees - The franchise arrangement is documented in the form of a franchise agreement. The franchise arrangement requires the Company to perform various activities to support the brand that do not directly transfer goods and services to the franchisee, but instead represent a single performance obligation, which includes the transfer of the franchise license. The services provided by the Company are highly inter-related with the franchise license and are considered a single performance obligation. Franchise fee revenue from the sale of individual franchises is recognized over the term of the individual franchise agreement on a straight-line basis. Unamortized non-refundable deposits collected in relation to the sale of franchises are recorded as deferred income. The franchise fee may be adjusted from time to time at management’s discretion. Deposits are non-refundable upon acceptance of the franchise application. In the event a franchisee does not comply with their development timeline for opening franchise stores, the franchise rights may be terminated, at which point the franchise fee revenue is recognized for non-refundable deposits. Company-owned restaurant revenue - Company-owned restaurant revenue is recognized at the point in time when food and beverage products are sold. Company restaurant sales are presented net of sales-related taxes collected from customers and remitted to governmental taxing authorities. |
Advertising | Advertising – The Company requires advertising fee payments from franchisees based on a percent of net sales. The Company also receives, from time to time, payments from vendors that are to be used for advertising. Advertising funds collected are required to be spent for specific advertising purposes. Advertising revenue and the associated expense are recorded gross on the Company’s consolidated statement of operations. Assets and liabilities associated with the related advertising fees are reflected in the Company’s consolidated balance sheet. |
Share-based compensation | Share-based compensation – The Company has a stock option plan which provides for options to purchase shares of the Company’s common stock. Options issued under the plan may have a variety of terms as determined by the Board of Directors including the option term, the exercise price and the vesting period. Options granted to employees and directors are valued at the date of grant and recognized as an expense over the vesting period in which the options are earned. Cancellations or forfeitures are accounted for as they occur. Stock options issued to non-employees as compensation for services are accounted for based upon the estimated fair value of the stock option. The Company recognizes this expense over the period in which the services are provided. Management utilizes the Black-Scholes option-pricing model to determine the fair value of the stock options issued by the Company. See Note 14 for more details on the Company’s share-based compensation. |
Earnings per share | Earnings per share – The Company reports basic earnings or loss per share in accordance with FASB ASC 260, “ Earnings Per Share ”. Basic earnings per share is computed using the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed using the weighted average number of common shares outstanding plus the effect of dilutive securities during the reporting period. Any potentially dilutive securities that have an anti-dilutive impact on the per share calculation are excluded. During periods in which the Company reports a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of the inclusion of all potentially dilutive securities would be anti-dilutive. As of December 31, 2023, and December 25, 2022, there were no potentially dilutive securities considered in the calculation of diluted loss per common share due to net losses for each period. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The purpose of this amendment is to enhance disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. It requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. The amendments should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASC No. 2022-02 for the fiscal year beginning December 26, 2022, which did not have an effect on the Company's condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments . This guidance replaced the previous incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”) . The purpose of this amendment was to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies had an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities were permitted to defer adoption of ASU 2016-13, and its related amendments, until fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company meets the definition of an SRC and adopted the deferral period for ASU 2016-13. The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption, if applicable. The Company adopted ASU No. 2016-13 for the fiscal year beginning December 26, 2022. The adoption did not require an adjustment to retained earnings and did not have an effect on the Company's condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments also require that all entities disclose on an annual basis the income taxes paid disaggregated by jurisdiction. The amendments eliminate the requirement for all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is still evaluating the impact the adoption of this standard will have on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. |
MERGERS AND ACQUISITIONS (Table
MERGERS AND ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary assessment of the fair value of the net assets and liabilities acquired by the Company through the transaction was estimated at $31.8 million. The preliminary allocation of the consideration to the net tangible and intangible assets acquired is presented in the table below (in millions): Cash $ 0.3 Accounts receivable, net of allowances 2.8 Inventory 2.6 Prepaids and other current assets 1.5 Other intangible assets, net 8.8 Goodwill 11.7 Operating lease right-of-use assets 109.4 Other assets 1.8 Property and equipment, net 18.1 Below market leases 0.2 Accounts payable (3.6) Accrued expenses and other liabilities (9.9) Operating lease liability, current portion (3.9) Operating lease liability, net of current portion (105.6) Other liabilities (2.4) Total net identifiable assets $ 31.8 |
Schedule of Proforma Revenue and Net Loss | The table below presents the combined pro forma revenue and net loss of the Company and Barbeque Integrated Inc. for the years ended December 31, 2023 and December 25, 2022, respectively, assuming the acquisition had occurred on December 27, 2021 (the beginning of the Company’s 2022 fiscal year) (in millions). Actual consolidated results are presented in the pro forma information for any period in which Barbeque Integrated Inc. was actually a consolidated subsidiary of the Company. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition of Barbeque Integrated Inc. occurred on this date nor does it purport to predict the results of operations for future periods. Year Ended December 31, 2023 December 25, 2022 Revenue $ 610.1 $ 591.9 Net loss $ (93.8) $ (130.9) |
REFRANCHISING (Tables)
REFRANCHISING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Refranchising | |
Schedule of Assets Classified as Held for Sale | The following assets used in the operation of certain restaurants meet all of the criteria requiring that they be classified as held- for-sale, and have been classified accordingly on the accompanying audited consolidated balance sheets as of December 31, 2023 and December 25, 2022 (in millions): December 31, 2023 December 25, 2022 Property, plant and equipment $ 0.7 $ 0.7 Operating lease right-of-use assets 3.1 4.1 Total $ 3.8 $ 4.8 |
Schedule of Gain on Refranchising Restaurant Costs and Expenses | The following table highlights the operating results of the Company’s refranchising program during 2023 and 2022 (in millions): Twelve Months Ended December 31, 2023 December 25, 2022 Restaurant costs and expenses, net of revenue $ 3.0 $ 4.2 Gains on store sales or closures (0.1) — Refranchising loss $ 2.9 $ 4.2 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Changes in Carrying Value of Property and Equipment | As of December 31, 2023 and December 25, 2022, the Company's gross carrying value of property and equipment and accumulated depreciation balances were (in millions): Total 2023 2022 Real estate $ 83.5 $ 67.7 Equipment 44.9 26.5 Total property and equipment, gross 128.4 94.2 Less: accumulated depreciation (27.9) (15.0) Total property and equipment, net $ 100.5 $ 79.2 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table reflects the changes in carrying amounts of goodwill for the fiscal years ended December 31, 2023 and December 25, 2022 (in millions): December 31, 2023 December 25, 2022 Gross goodwill: Balance, beginning of year $ 295.0 $ 296.8 Acquired 11.8 1.2 Adjustment to preliminary purchase price allocation — (3.0) Balance, end of year 306.8 295.0 Accumulated impairment: Balance, beginning of year (1.7) (1.7) Impairment — — Balance, end of year (1.7) (1.7) Net carrying value $ 305.1 $ 293.3 |
Schedule of Changes in Carrying Value of Other Intangible Assets | The changes in carrying value of other intangible assets for the fiscal years ended December 31, 2023 and December 25, 2022 are as follows (in millions): Amortizing Non-Amortizing Total 2023 2022 2023 2022 2023 2022 Balance, beginning of year $ 162.1 $ 175.6 $ 463.2 $ 477.2 $ 625.3 $ 652.8 Impairment — — (0.5) (14.0) (0.5) (14.0) Amortization expense (15.3) (14.9) — — (15.3) (14.9) Acquisitions 9.1 1.7 — — 9.1 1.7 Adjustment to preliminary purchase price allocation 2.0 (0.3) — — 2.0 (0.3) Balance, end of year $ 157.9 $ 162.1 $ 462.7 $ 463.2 $ 620.6 $ 625.3 |
Schedule of Changes in Carrying Value of Amortizing Intangible Assets | The carrying value of amortizing other intangible assets is as follows as of December 31, 2023 and December 25, 2022 (in millions): December 31, 2023 December 25, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Franchise agreements $ 109.5 $ (24.2) $ 85.3 $ 109.2 $ (14.8) $ 94.4 Customer relationships 73.9 (13.7) 60.2 73.9 (8.1) 65.8 Other 12.9 (0.5) 12.4 2.1 (0.2) 1.9 Balance, end of year $ 196.3 $ (38.4) $ 157.9 $ 185.2 $ (23.1) $ 162.1 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected future amortization of the Company’s amortizable intangible assets is as follows (in millions): Fiscal year: 2024 $ 15.6 2025 15.4 2026 15.4 2027 15.4 2028 15.3 Thereafter 80.8 Total $ 157.9 |
DEFERRED INCOME (Tables)
DEFERRED INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Liability [Abstract] | |
Schedule of Deferred Income | Deferred income is as follows (in millions): December 31, 2023 December 25, 2022 Deferred franchise fees $ 24.3 $ 23.5 Deferred vendor incentives 0.1 0.2 Total $ 24.4 $ 23.7 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax (Benefit) Provision, Net | Components of the income tax (benefit) provision, net are as follows (in millions): Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 25, 2022 Current Federal $ — $ — State 0.8 0.4 Foreign 1.3 1.0 2.1 1.4 Deferred Federal (6.3) 8.2 State (2.1) 9.2 (8.4) 17.4 Total income tax (benefit) provision $ (6.3) $ 18.8 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax (benefit) provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in millions): Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 25, 2022 Tax benefit at statutory rate $ (20.3) $ (22.5) State and local income taxes (1.5) (0.7) State and federal valuation allowances 17.1 36.4 162(m) limitation 1.1 1.3 Foreign taxes 1.3 0.8 Tax credits (9.0) 0.5 Nondeductible interest expense 1.7 2.2 Other 3.3 0.8 Total income tax provision $ (6.3) $ 18.8 |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in millions): December 31, 2023 December 25, 2022 Deferred tax assets (liabilities), net Net federal and state operating loss carryforwards $ 38.0 $ 47.9 Deferred revenue 5.3 4.9 Intangibles (90.0) (92.6) Deferred state income tax — 1.8 Reserves and accruals 10.0 6.6 Interest expense carryforward 68.1 43.9 Tax credits 28.3 0.1 Share-based compensation 1.3 2.8 Fixed assets (6.9) (4.4) Operating lease right-of-use assets (55.6) (26.0) Operating lease liabilities 57.9 28.5 Valuation allowance (77.4) (40.6) Other 2.2 (0.1) Total $ (18.8) $ (27.2) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases | Operating lease right-of-use assets and operating lease liabilities are as follows (in millions): December 31, December 25, Operating lease right-of-use assets $ 220.0 $ 101.1 Right of use assets classified as held-for-sale 3.1 4.1 Total right-of-use assets $ 223.1 $ 105.2 Operating lease liabilities $ 229.0 $ 110.4 Lease liabilities related to assets held-for-sale 3.4 4.1 Total operating lease liabilities $ 232.4 $ 114.5 |
Schedule of Contractual Future Maturities of Operating Lease Liabilities | The contractual future maturities of the Company’s operating lease liabilities as of December 31, 2023, including anticipated lease extensions, are as follows (in millions): Fiscal year: 2024 $ 29.6 2025 28.8 2026 27.5 2027 27.4 2028 26.4 Thereafter 349.4 Total lease payments 489.1 Less imputed interest 260.1 Total $ 229.0 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information for the fiscal years ended December 31, 2023 and December 25, 2022 related to leases is as follows (in millions): 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 19.8 $ 16.4 Operating lease right-of-use assets obtained in exchange for new lease obligations: Operating lease liabilities $ 8.5 $ 7.7 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in millions): December 31, 2023 December 25, 2022 Final Maturity Anticipated Call Date Rate Face Value Book Value Book Value Senior Debt FB Royalty Securitization 4/25/2051 7/25/2026 4.75% $ 139.8 $ 135.9 $ 135.3 GFG Royalty Securitization 7/25/2051 7/25/2026 6.00% 276.8 267.7 228.9 Twin Peaks Securitization 7/25/2051 1/25/2025 7.00% 198.0 193.7 147.5 Fazoli's/Native Securitization 7/25/2051 1/25/2025 6.00% 128.8 126.0 124.8 FB Resid Securitization 7/25/2027 10.00% 52.9 52.7 — Senior Subordinated Debt FB Royalty Securitization 4/25/2051 7/25/2026 8.00% 43.1 42.1 45.2 GFG Royalty Securitization 7/25/2051 7/25/2026 7.00% 95.7 95.9 82.0 Twin Peaks Securitization 7/25/2051 1/25/2025 9.00% 50.0 48.6 47.3 Fazoli's/Native Securitization 7/25/2051 1/25/2025 7.00% 18.0 17.4 23.5 FB Resid Securitization 7/25/2027 10.00% 52.9 52.7 — Subordinated Debt FB Royalty Securitization 4/25/2051 7/25/2026 9.00% 19.6 18.6 32.1 GFG Royalty Securitization 7/25/2051 7/25/2026 9.50% 47.3 43.4 53.5 Twin Peaks Securitization 7/25/2051 1/25/2025 10.00% 31.2 29.4 45.5 Fazoli's/Native Securitization 7/25/2051 1/25/2025 9.00% 25.1 20.7 37.0 Total Securitized Debt 1,179.2 1,144.8 1,002.6 Elevation Note 7/19/2026 N/A 6.00% 3.5 3.0 3.9 Equipment Notes 5/5/2027 to 3/7/2029 N/A 7.99% to 8.49% 1.2 1.9 1.3 Twin Peaks Construction Loan 8/5/2023 with One Six-Month Extension N/A 8.00 % 2.2 — 0.4 Twin Peaks Construction Loan II 1/9/2024 N/A 10.83 % 1.5 — — Twin Peaks Construction Loan III 12/28/2023 with One One-Year Extension N/A Prime + 1% 2.2 2.2 — Twin Peaks Promissory Note 10/4/2024 N/A 5.30 % 1.0 1.0 — Total debt $ 1,190.8 1,152.9 1,008.2 Current portion of long-term debt (42.6) (49.6) Long-term debt $ 1,110.3 $ 958.6 On July 6, 2022, FB Royalty issued an additional $76.5 million aggregate principal amount of three tranches of fixed rate senior secured notes (in millions): Closing Date Class Seniority Principal Balance Coupon Final Legal Maturity Date 7/6/2022 A-2 Senior $42.7 4.75% 7/25/2051 7/6/2022 B-2 Senior Subordinated $14.2 8.00% 7/25/2051 7/6/2022 M-2 Subordinated $19.6 9.00% 7/25/2051 On December 15, 2022, GFG Royalty issued an additional $113.5 million aggregate principal amount of three tranches of fixed rate senior secured notes as follows (in millions): Closing Date Class Seniority Principal Balance Coupon Final Legal Maturity Date 12/13/2022 A-2 Senior $67.8 6.00% 7/25/2051 12/13/2022 B-2 Senior Subordinated $20.2 7.00% 7/25/2051 12/13/2022 M-2 Subordinated $25.5 9.50% 7/25/2051 |
Schedule of Maturities of Long-term Debt and Redemptions of Redeemable Preferred Stock | Scheduled principal maturities of long-term debt and redemptions of redeemable preferred stock (Note 12) for the next five fiscal years are as follows (in millions): Fiscal Year Long-Term Debt Redeemable Preferred Stock (Note 12) 2024 $ 27.5 $ 91.8 2025 $ 24.9 $ — 2026 $ 23.2 $ — 2027 $ 129.0 $ — 2028 $ 22.9 $ — |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The Company’s stock option activity for fiscal year ended December 31, 2023 can be summarized as follows: Number of Shares Weighted Weighted Average Remaining Contractual Stock options outstanding at December 25, 2022 2,748,906 $ 10.06 8.3 Grants 795,723 $ 5.80 9.4 Forfeited (501,277) $ 8.48 8.6 Exercised (153,180) $ 5.02 6.4 Stock options outstanding at December 31, 2023 2,890,172 $ 9.39 7.8 Stock options exercisable at December 31, 2023 1,525,531 $ 10.52 7.0 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The range of assumptions used in the Black-Scholes valuation model to value to options granted in 2023 are as follows: Expected dividend yield 7.9% - 10.4% Expected volatility 81.0 % Risk-free interest rate 3.4% - 4.9% Expected term (in years) 6.0 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Outstanding Warrants and Warrant Activity | As of December 31, 2023, the Company had issued outstanding warrants to purchase shares of its Class A common stock as follows: Issue Date Number of Warrants Outstanding Commencement Date Termination Date Exercise Price Value at Grant Date (In Thousands) 06/19/2019 46,875 12/24/2020 06/19/2024 $ 7.27 N/A (1) 10/03/2019 60 10/03/2019 10/03/2024 $ 7.73 $ — 07/16/2020 982,855 12/24/2020 07/16/2025 $ 3.76 $ 1,163 07/16/2020 18,648 12/24/2020 07/16/2025 $ 3.76 $ 64 1,048,438 (1) Values were not calculated at the issue date because the warrants were only exercisable in the event of a merger involving the Company and FCCG. The Company’s activity in warrants to purchase Class A common stock for the fiscal year ended December 31, 2023 was as follows: Number of Weighted Weighted Warrants outstanding at December 25, 2022 1,591,256 $ 3.88 2.4 Exercised (342,290) $ 2.99 1.5 Expired (200,528) $ 7.06 — Warrants outstanding at December 31, 2023 1,048,438 $ 2.95 1.6 Warrants exercisable at December 31, 2023 1,048,438 $ 2.95 1.6 (1) Exercise price adjusted due to cash dividends and Class B stock dividend. The Company’s warrant activity for the fiscal year ended December 25, 2022 was as follows: Number of Weighted Weighted Warrants outstanding at December 26, 2021 1,707,670 $ 4.72 3.2 Exercised (34,714) $ 3.57 2.6 Cancelled (81,700) $ 13.35 — Warrants outstanding at December 25, 2022 1,591,256 $ 3.88 2.4 Warrants exercisable at December 25, 2022 1,591,256 $ 3.88 2.4 |
Schedule of Assumptions Used for Stock-Based Compensation, Warrants | The range of assumptions used to establish the initial value of the warrants using the Black-Scholes valuation model were as follows: Warrants Expected dividend yield 4.00% - 6.63% Expected volatility 30.23% - 31.73% Risk-free interest rate 0.99% - 1.91% Expected term (in years) 3.8 - 5.0 |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographic Information And Major Franchisees | |
Schedule of Revenues by Geographic Area | Revenues by geographic area are as follows (in millions): Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 25, 2022 United States $ 469.6 $ 397.4 Other countries 10.9 9.8 Total revenues $ 480.5 $ 407.2 |
ORGANIZATION AND RELATIONSHIPS
ORGANIZATION AND RELATIONSHIPS (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) franchise segment location | Dec. 25, 2022 USD ($) | Oct. 20, 2017 | |
Debt Instrument [Line Items] | |||
Initial public offering percentage | 20% | ||
Number of franchise brands | franchise | 18 | ||
Number of stores | location | 2,300 | ||
Percent of total restaurants franchised | 92% | ||
Number of operating segments | segment | 1 | ||
(Loss) income from operations | $ 22,330 | $ (17,904) | |
Accumulated deficit | (268,777) | (178,667) | |
Working capital | (155,600) | ||
Redeemable preferred stock | 91,836 | 91,836 | |
Cash | 37,044 | $ 28,668 | |
Fixed Rate Secured Notes | |||
Debt Instrument [Line Items] | |||
Repurchased amount | 89,700 | ||
Fixed Rate Secured Notes | |||
Debt Instrument [Line Items] | |||
Debt securities | $ 107,100 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 25, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | segment | 1 | |
Accounts receivable, net of allowance for doubtful accounts | $ 21,146 | $ 23,880 |
Restricted cash | 39,271 | 25,375 |
Non-current restricted cash | 15,588 | 14,720 |
Accounts receivable, allowance for doubtful accounts | 3,700 | $ 2,900 |
CARES Act, ERCs received | $ 16,900 | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Weighted average useful lives of intangibles | 4 years 10 months 24 days | |
Royalty fee percentage | 0.75% | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Weighted average useful lives of intangibles | 30 years 3 months 18 days | |
Royalty fee percentage | 7% |
MERGERS AND ACQUISITIONS - Narr
MERGERS AND ACQUISITIONS - Narrative (Details) - Barbeque Holding LLC $ in Millions | Sep. 25, 2023 USD ($) |
Business Acquisition [Line Items] | |
Carrying value of note | $ 31.8 |
Net identifiable assets | 31.8 |
Other intangible assets | $ 8.8 |
MERGERS AND ACQUISITIONS - Reco
MERGERS AND ACQUISITIONS - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 25, 2023 | Dec. 25, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 305,089 | $ 293,282 | |
Barbeque Holding LLC | |||
Business Acquisition [Line Items] | |||
Cash | $ 300 | ||
Accounts receivable, net of allowances | 2,800 | ||
Inventory | 2,600 | ||
Prepaids and other current assets | 1,500 | ||
Other intangible assets, net | 8,800 | ||
Goodwill | 11,700 | ||
Operating lease right-of-use assets | 109,400 | ||
Other assets | 1,800 | ||
Property and equipment, net | 18,100 | ||
Below market leases | 200 | ||
Accounts payable | (3,600) | ||
Accrued expenses and other liabilities | (9,900) | ||
Operating lease liability, current portion | (3,900) | ||
Operating lease liability, net of current portion | (105,600) | ||
Other liabilities | (2,400) | ||
Total net identifiable assets | $ 31,800 |
MERGERS AND ACQUISITIONS - Pro
MERGERS AND ACQUISITIONS - Pro Forma Revenue and Net Loss (Details) - Barbeque Holding LLC - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 610.1 | $ 591.9 |
Net loss | $ (93.8) | $ (130.9) |
REFRANCHISING - Schedule of Ass
REFRANCHISING - Schedule of Assets Classified as Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Refranchising | ||
Property, plant and equipment | $ 700 | $ 700 |
Operating lease right-of-use assets | 3,100 | 4,100 |
Total | $ 3,756 | $ 4,767 |
REFRANCHISING - Narrative (Deta
REFRANCHISING - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Refranchising | ||
Operating lease liabilities related to the assets classified as held for sale | $ 3,421 | $ 4,084 |
REFRANCHISING - Schedule of Gai
REFRANCHISING - Schedule of Gain on Refranchising Restaurant Costs and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Refranchising [Line Items] | ||
Refranchising loss | $ (2,873) | $ (4,178) |
Restaurant sales | Assets classified as held for sale | ||
Refranchising [Line Items] | ||
Restaurant costs and expenses, net of revenue | 3,000 | 4,200 |
Gains on store sales or closures | (100) | 0 |
Refranchising loss | $ 2,900 | $ 4,200 |
PROPERTY AND EQUIPMENT, NET - C
PROPERTY AND EQUIPMENT, NET - Carrying Value of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 128,400 | $ 94,200 |
Less: accumulated depreciation | (27,900) | (15,000) |
Total property and equipment, net | 100,524 | 79,189 |
Real estate | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 83,500 | 67,700 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 44,900 | $ 26,500 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 15.8 | $ 12.1 |
Impairment expense | $ 0.5 | $ 0.5 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Gross goodwill: | ||
Balance, beginning of year | $ 295,000 | $ 296,800 |
Acquired | 11,800 | 1,200 |
Adjustment to preliminary purchase price allocation | 0 | (3,000) |
Balance, end of year | 306,800 | 295,000 |
Accumulated impairment: | ||
Balance, beginning of year | (1,700) | (1,700) |
Impairment | 0 | 0 |
Balance, end of year | (1,700) | (1,700) |
Net carrying value | $ 305,089 | $ 293,282 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of non-amortizing intangibles | 0.5 | 14 |
Amortization expense | $ 15.3 | $ 14.9 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of goodwill and other intangible assets | Impairment of goodwill and other intangible assets |
Trademarks | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of non-amortizing intangibles | $ 0.5 | $ 14 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Changes in Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Amortizing | ||
Balance, beginning of year | $ 162,100 | $ 175,600 |
Impairment | 0 | 0 |
Amortization expense | (15,300) | (14,900) |
Acquisitions | 9,100 | 1,700 |
Adjustment to preliminary purchase price allocation | 2,000 | (300) |
Balance, end of year | 157,900 | 162,100 |
Non-Amortizing | ||
Balance, beginning of year | 463,200 | 477,200 |
Impairment | (500) | (14,000) |
Acquisitions | 0 | 0 |
Adjustment to preliminary purchase price allocation | 0 | 0 |
Balance, end of year | 462,700 | 463,200 |
Total | ||
Balance, beginning of year | 625,294 | 652,800 |
Impairment | (500) | (14,000) |
Amortization expense | (15,300) | (14,900) |
Acquisitions | 9,100 | 1,700 |
Adjustment to preliminary purchase price allocation | 2,000 | (300) |
Balance, end of year | $ 620,622 | $ 625,294 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Changes in Carrying Value of Amortizing Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 |
Goodwill [Line Items] | |||
Gross Carrying Amount | $ 196.3 | $ 185.2 | |
Accumulated Amortization | (38.4) | (23.1) | |
Total | 157.9 | 162.1 | $ 175.6 |
Franchise agreements | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 109.5 | 109.2 | |
Accumulated Amortization | (24.2) | (14.8) | |
Total | 85.3 | 94.4 | |
Customer relationships | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 73.9 | 73.9 | |
Accumulated Amortization | (13.7) | (8.1) | |
Total | 60.2 | 65.8 | |
Other | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 12.9 | 2.1 | |
Accumulated Amortization | (0.5) | (0.2) | |
Total | $ 12.4 | $ 1.9 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2024 | $ 15.6 | ||
2025 | 15.4 | ||
2026 | 15.4 | ||
2027 | 15.4 | ||
2028 | 15.3 | ||
Thereafter | 80.8 | ||
Total | $ 157.9 | $ 162.1 | $ 175.6 |
DEFERRED INCOME (Details)
DEFERRED INCOME (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 25, 2022 |
Contract with Customer, Liability [Abstract] | ||
Deferred franchise fees | $ 24.3 | $ 23.5 |
Deferred vendor incentives | 0.1 | 0.2 |
Total | $ 24.4 | $ 23.7 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of the Income Tax (Benefit) Provision, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 800 | 400 |
Foreign | 1,300 | 1,000 |
Current income tax expense (benefit), total | 2,100 | 1,400 |
Deferred | ||
Federal | (6,300) | 8,200 |
State | (2,100) | 9,200 |
Deferred: income tax expense (benefit), total | (8,400) | 17,400 |
Total income tax (benefit) provision | $ (6,255) | $ 18,810 |
INCOME TAXES - Schedule of Stat
INCOME TAXES - Schedule of Statutory Income Tax Rate to Pretax Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ (20,300) | $ (22,500) |
State and local income taxes | (1,500) | (700) |
State and federal valuation allowances | 17,100 | 36,400 |
162(m) limitation | 1,100 | 1,300 |
Foreign taxes | 1,300 | 800 |
Tax credits | (9,000) | |
Tax credits | 500 | |
Nondeductible interest expense | 1,700 | 2,200 |
Other | 3,300 | 800 |
Total income tax (benefit) provision | $ (6,255) | $ 18,810 |
INCOME TAXES - Schedule of Co_2
INCOME TAXES - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Income Tax Disclosure [Abstract] | ||
Net federal and state operating loss carryforwards | $ 38,000 | $ 47,900 |
Deferred revenue | 5,300 | 4,900 |
Intangibles | (90,000) | (92,600) |
Deferred state income tax | 0 | 1,800 |
Reserves and accruals | 10,000 | 6,600 |
Interest expense carryforward | 68,100 | 43,900 |
Tax credits | 28,300 | 100 |
Share-based compensation | 1,300 | 2,800 |
Fixed assets | (6,900) | (4,400) |
Operating lease right-of-use assets | (55,600) | (26,000) |
Operating lease liabilities | 57,900 | 28,500 |
Valuation allowance | (77,400) | (40,600) |
Other | 2,200 | |
Other | (100) | |
Total | $ (18,805) | $ (27,181) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Income Tax Disclosure [Line Items] | ||
Valuation allowance | $ 77.4 | $ 40.6 |
Increase in valuation allowance | 36.8 | 35.4 |
Tax credits | 28.3 | 0.1 |
Domestic Tax Authority | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 139.5 | 176.9 |
State and Local Jurisdiction | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 126.3 | $ 133.5 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) lease | Dec. 25, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of leased properties | lease | 192 | |
Lease expense | $ | $ 22.2 | $ 18.8 |
Weighted average remaining lease term | 10 years 8 months 12 days | |
Weighted average discount rate | 8.90% | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 month | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 26 years 9 months 18 days |
LEASES - Summary of Operating L
LEASES - Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 25, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 223.1 | $ 105.2 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets classified as held-for-sale, Operating lease right-of-use assets | Assets classified as held-for-sale, Operating lease right-of-use assets |
Operating lease liabilities | $ 232.4 | $ 114.5 |
Continuing Operations | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 220 | 101.1 |
Operating lease liabilities | 229 | 110.4 |
Held-for-sale | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 3.1 | 4.1 |
Operating lease liabilities | $ 3.4 | $ 4.1 |
LEASES - Schedule of Contractua
LEASES - Schedule of Contractual Future Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 25, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities | $ 232.4 | $ 114.5 |
Continuing Operations | ||
Lessee, Lease, Description [Line Items] | ||
2024 | 29.6 | |
2025 | 28.8 | |
2026 | 27.5 | |
2027 | 27.4 | |
2028 | 26.4 | |
Thereafter | 349.4 | |
Total lease payments | 489.1 | |
Less imputed interest | 260.1 | |
Operating lease liabilities | $ 229 | $ 110.4 |
LEASES - Summary of Supplementa
LEASES - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 19.8 | $ 16.4 |
Operating lease liabilities | $ 8.5 | $ 7.7 |
DEBT - Long-term Debt (Details)
DEBT - Long-term Debt (Details) $ in Thousands | 12 Months Ended | |||||||||||||||||
Dec. 28, 2023 USD ($) | Mar. 09, 2023 USD ($) | Dec. 05, 2022 USD ($) | Dec. 31, 2023 USD ($) extension | Dec. 04, 2023 USD ($) | Sep. 20, 2023 USD ($) | Sep. 08, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 25, 2022 USD ($) | Dec. 15, 2022 USD ($) | Oct. 21, 2022 USD ($) | Sep. 25, 2022 USD ($) | Jul. 06, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 15, 2021 USD ($) | Oct. 01, 2021 USD ($) | Jul. 22, 2021 USD ($) | Apr. 26, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | $ 1,190,800 | |||||||||||||||||
Book Value | 1,152,900 | $ 1,008,200 | ||||||||||||||||
Current portion of long-term debt | (42,611) | (49,611) | ||||||||||||||||
Long-term debt, net of current portion | 1,110,308 | $ 958,630 | ||||||||||||||||
FB Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | $ 46,500 | $ 30,000 | $ 76,500 | $ 144,500 | ||||||||||||||
Book Value | $ 43,200 | |||||||||||||||||
GFG Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | 45,700 | $ 2,800 | $ 40,000 | $ 113,500 | $ 350,000 | |||||||||||||
Twin Peaks Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | $ 50,000 | $ 98,000 | $ 250,000 | |||||||||||||||
Fazoli's/Native Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | $ 193,800 | |||||||||||||||||
Elevation Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | $ 6,500 | |||||||||||||||||
Equipment Notes | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 7.99% | |||||||||||||||||
Equipment Notes | Maximum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 8.49% | |||||||||||||||||
Senior Debt | FB Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 4.75% | 4.75% | ||||||||||||||||
Face Value | $ 139,800 | $ 42,700 | ||||||||||||||||
Book Value | $ 135,900 | $ 135,300 | ||||||||||||||||
Senior Debt | GFG Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 6% | 6% | ||||||||||||||||
Face Value | $ 276,800 | $ 67,800 | ||||||||||||||||
Book Value | $ 267,700 | 228,900 | ||||||||||||||||
Senior Debt | Twin Peaks Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 7% | |||||||||||||||||
Face Value | $ 198,000 | |||||||||||||||||
Book Value | $ 193,700 | 147,500 | ||||||||||||||||
Senior Debt | Fazoli's/Native Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 6% | |||||||||||||||||
Face Value | $ 128,800 | |||||||||||||||||
Book Value | $ 126,000 | 124,800 | ||||||||||||||||
Senior Debt | FB Resid Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 10% | |||||||||||||||||
Face Value | $ 52,900 | |||||||||||||||||
Book Value | $ 52,700 | 0 | ||||||||||||||||
Senior Subordinated Debt | FB Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 8% | 8% | ||||||||||||||||
Face Value | $ 43,100 | $ 14,200 | ||||||||||||||||
Book Value | $ 42,100 | 45,200 | ||||||||||||||||
Senior Subordinated Debt | GFG Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 7% | 7% | ||||||||||||||||
Face Value | $ 95,700 | $ 20,200 | ||||||||||||||||
Book Value | $ 95,900 | 82,000 | ||||||||||||||||
Senior Subordinated Debt | Twin Peaks Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 9% | |||||||||||||||||
Face Value | $ 50,000 | |||||||||||||||||
Book Value | $ 48,600 | 47,300 | ||||||||||||||||
Senior Subordinated Debt | Fazoli's/Native Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 7% | |||||||||||||||||
Face Value | $ 18,000 | |||||||||||||||||
Book Value | $ 17,400 | 23,500 | ||||||||||||||||
Senior Subordinated Debt | FB Resid Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 10% | |||||||||||||||||
Face Value | $ 52,900 | |||||||||||||||||
Book Value | $ 52,700 | 0 | ||||||||||||||||
Subordinated Debt | FB Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 9% | 9% | ||||||||||||||||
Face Value | $ 19,600 | $ 19,600 | ||||||||||||||||
Book Value | $ 18,600 | 32,100 | ||||||||||||||||
Subordinated Debt | GFG Royalty Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 9.50% | 9.50% | ||||||||||||||||
Face Value | $ 47,300 | $ 25,500 | ||||||||||||||||
Book Value | $ 43,400 | 53,500 | ||||||||||||||||
Subordinated Debt | Twin Peaks Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 10% | |||||||||||||||||
Face Value | $ 31,200 | |||||||||||||||||
Book Value | $ 29,400 | 45,500 | ||||||||||||||||
Subordinated Debt | Fazoli's/Native Securitization | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 9% | |||||||||||||||||
Face Value | $ 25,100 | |||||||||||||||||
Book Value | 20,700 | 37,000 | ||||||||||||||||
Securitized Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | 1,179,200 | |||||||||||||||||
Book Value | $ 1,144,800 | 1,002,600 | ||||||||||||||||
Notes Payable | Elevation Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 6% | |||||||||||||||||
Face Value | $ 3,500 | |||||||||||||||||
Book Value | 3,000 | 3,900 | ||||||||||||||||
Notes Payable | Equipment Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face Value | 1,200 | |||||||||||||||||
Book Value | $ 1,900 | 1,300 | ||||||||||||||||
Notes Payable | Equipment Notes | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 7.99% | |||||||||||||||||
Notes Payable | Equipment Notes | Maximum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 8.49% | |||||||||||||||||
Notes Payable | Twin Peaks Promissory Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 5.30% | 5.30% | ||||||||||||||||
Face Value | $ 1,000 | $ 1,000 | ||||||||||||||||
Book Value | $ 1,000 | 0 | ||||||||||||||||
Construction Loan | Twin Peaks Construction Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 8% | 8% | ||||||||||||||||
Face Value | $ 4,500 | $ 2,200 | ||||||||||||||||
Book Value | $ 0 | 400 | ||||||||||||||||
Number of extensions | extension | 1 | |||||||||||||||||
Debt term extension period | 6 months | 6 months | ||||||||||||||||
Construction Loan | Twin Peaks Construction Loan II | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Rate | 4% | 10.83% | ||||||||||||||||
Face Value | $ 4,500 | $ 1,500 | ||||||||||||||||
Book Value | 0 | 0 | ||||||||||||||||
Debt term extension period | 3 months | |||||||||||||||||
Construction Loan | Twin Peaks Construction Loan III | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable Rate | 1% | |||||||||||||||||
Face Value | $ 4,750 | 2,200 | ||||||||||||||||
Book Value | $ 2,200 | $ 0 | ||||||||||||||||
Number of extensions | extension | 1 | |||||||||||||||||
Debt term extension period | 12 months | 1 year | ||||||||||||||||
Construction Loan | Twin Peaks Construction Loan III | Prime Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable Rate | 1% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 28, 2023 USD ($) | Dec. 04, 2023 USD ($) payment | Sep. 20, 2023 USD ($) | Sep. 08, 2023 USD ($) tranche | Jul. 08, 2023 USD ($) tranche | Mar. 09, 2023 USD ($) | Dec. 05, 2022 USD ($) | Oct. 21, 2022 USD ($) $ / shares shares | Dec. 15, 2021 USD ($) | Nov. 01, 2021 | Oct. 01, 2021 USD ($) | Aug. 25, 2021 USD ($) | Jul. 22, 2021 USD ($) | Jun. 22, 2021 | Apr. 26, 2021 USD ($) | Jul. 13, 2020 | Jan. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 24, 2023 USD ($) | Sep. 25, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 25, 2022 USD ($) $ / shares shares | Dec. 26, 2021 USD ($) | Dec. 27, 2020 USD ($) | Jun. 25, 2023 $ / shares | Dec. 15, 2022 USD ($) | Oct. 20, 2022 shares | Jul. 06, 2022 USD ($) | Jun. 19, 2019 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 1,190,800,000 | $ 1,190,800,000 | ||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (1,200,000) | (2,397,000) | $ 0 | |||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 1,152,900,000 | $ 1,152,900,000 | $ 1,008,200,000 | |||||||||||||||||||||||||||
Preferred stock, outstanding (in shares) | shares | 3,591,804 | 3,591,804 | 3,252,154 | |||||||||||||||||||||||||||
Proceeds from borrowings, net of issuance costs | $ 183,112,000 | $ 55,220,000 | ||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Acquisition of interest in joint venture, Consideration | $ 1,300,000 | |||||||||||||||||||||||||||||
Acquisition of interest in joint venture, cash payments | $ 300,000 | |||||||||||||||||||||||||||||
Acquisition of interest in joint venture, monthly payments | payment | 10 | |||||||||||||||||||||||||||||
Acquisition of interest in joint venture, installment payments | $ 100,000 | |||||||||||||||||||||||||||||
Elevation Burger | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 7,500,000 | |||||||||||||||||||||||||||||
Deferred offering costs | 100,000 | |||||||||||||||||||||||||||||
Unamortized discount | $ 1,300,000 | |||||||||||||||||||||||||||||
Coupon (percent) | 6% | |||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 12 | |||||||||||||||||||||||||||||
Notes payable | $ 6,100,000 | |||||||||||||||||||||||||||||
Twin Peaks | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 17,300,000 | $ 17,300,000 | ||||||||||||||||||||||||||||
Coupon (percent) | 10% | |||||||||||||||||||||||||||||
Twin Peaks | Exchange Arrangement One | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Option muitiplier | $ / shares | 0.86 | |||||||||||||||||||||||||||||
Twin Peaks | Exchange Arrangement Two | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Option muitiplier | $ / shares | 0.94 | |||||||||||||||||||||||||||||
Twin Peaks | Exchange Arrangement Three | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Option muitiplier | $ / shares | 0.91 | |||||||||||||||||||||||||||||
Series B Cumulative Preferred Stock | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Dividend rate on preferred stock | 8.25% | 8.25% | 8.25% | |||||||||||||||||||||||||||
Series B Cumulative Preferred Stock | Twin Peaks | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Redeemed shares (in shares) | shares | 1,821,831 | |||||||||||||||||||||||||||||
Dividend rate on preferred stock | 8.25% | |||||||||||||||||||||||||||||
Preferred stock redemption price (in dollars per share) | $ / shares | $ 23.69 | |||||||||||||||||||||||||||||
Preferred stock, outstanding (in shares) | shares | 2,847,393 | |||||||||||||||||||||||||||||
FB Royalty Securitization | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 140,800,000 | 196,500,000 | ||||||||||||||||||||||||||||
Face amount of debt | $ 46,500,000 | 144,500,000 | $ 30,000,000 | $ 76,500,000 | ||||||||||||||||||||||||||
Deferred offering costs | 3,000,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||
Unamortized discount | 700,000 | $ 5,800,000 | 2,300,000 | 5,800,000 | ||||||||||||||||||||||||||
Payoff amount | 83,700,000 | |||||||||||||||||||||||||||||
Debt repayment | 80,000,000 | |||||||||||||||||||||||||||||
Accrued interest | 2,200,000 | |||||||||||||||||||||||||||||
Prepayment premiums | 1,500,000 | |||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (7,800,000) | |||||||||||||||||||||||||||||
Interest expense | $ 2,600,000 | |||||||||||||||||||||||||||||
Net proceeds | 27,100,000 | |||||||||||||||||||||||||||||
Offering costs, net | $ 600,000 | |||||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 43,200,000 | |||||||||||||||||||||||||||||
Interest expense, debt | 14,400,000 | |||||||||||||||||||||||||||||
Amortization of debt offering costs | 1,600,000 | |||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 700,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate (percent) | 8.10% | 8.10% | ||||||||||||||||||||||||||||
GFG Royalty Securitization | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 338,900,000 | $ 22,300,000 | $ 406,700,000 | |||||||||||||||||||||||||||
Face amount of debt | $ 2,800,000 | 350,000,000 | $ 40,000,000 | 45,700,000 | 45,700,000 | $ 113,500,000 | ||||||||||||||||||||||||
Deferred offering costs | 6,000,000 | 4,700,000 | 4,700,000 | 400,000 | ||||||||||||||||||||||||||
Unamortized discount | $ 5,100,000 | 5,900,000 | 5,900,000 | $ 2,300,000 | ||||||||||||||||||||||||||
Debt repayment | 88,500,000 | |||||||||||||||||||||||||||||
Net proceeds | $ 25,000,000 | |||||||||||||||||||||||||||||
Interest expense, debt | 33,700,000 | |||||||||||||||||||||||||||||
Amortization of debt offering costs | 1,300,000 | |||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 3,200,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate (percent) | 9.80% | 9.80% | ||||||||||||||||||||||||||||
Proceeds from borrowings, net of issuance costs | $ 2,500,000 | $ 34,800,000 | ||||||||||||||||||||||||||||
Twin Peaks Securitization | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 236,900,000 | $ 271,500,000 | ||||||||||||||||||||||||||||
Face amount of debt | $ 98,000,000 | 250,000,000 | $ 50,000,000 | 50,000,000 | ||||||||||||||||||||||||||
Deferred offering costs | 5,600,000 | 4,200,000 | 4,200,000 | |||||||||||||||||||||||||||
Unamortized discount | $ 7,500,000 | $ 5,500,000 | 5,500,000 | |||||||||||||||||||||||||||
Interest expense, debt | 23,800,000 | |||||||||||||||||||||||||||||
Amortization of debt offering costs | 3,800,000 | |||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 2,400,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate (percent) | 11.60% | 11.60% | ||||||||||||||||||||||||||||
Debt instrument, number of tranches | tranche | 2 | |||||||||||||||||||||||||||||
Fixed Rate Secured Notes | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 48,000,000 | |||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (2,700,000) | |||||||||||||||||||||||||||||
Proceeds from borrowings, net of issuance costs | $ 45,200,000 | |||||||||||||||||||||||||||||
Debt instrument, repurchase amount | $ 14,900,000 | |||||||||||||||||||||||||||||
Fixed Rate Secured Notes | Subsidiaries | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 150,000,000 | $ 44,200,000 | $ 44,200,000 | |||||||||||||||||||||||||||
Proceeds from borrowings, net of issuance costs | $ 105,300,000 | |||||||||||||||||||||||||||||
Debt instrument, number of tranches | tranche | 2 | |||||||||||||||||||||||||||||
Debt instrument, repurchase amount | $ 64,600,000 | |||||||||||||||||||||||||||||
Debt Instrument, debt sold | $ 105,800,000 | |||||||||||||||||||||||||||||
Fazoli's/Native Securitization | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 180,600,000 | 164,100,000 | ||||||||||||||||||||||||||||
Face amount of debt | 193,800,000 | |||||||||||||||||||||||||||||
Deferred offering costs | 3,800,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||
Unamortized discount | $ 9,400,000 | $ 6,000,000 | 6,000,000 | |||||||||||||||||||||||||||
Interest expense, debt | 13,900,000 | |||||||||||||||||||||||||||||
Amortization of debt offering costs | 1,200,000 | |||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 2,800,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate (percent) | 10.10% | 10.10% | ||||||||||||||||||||||||||||
Securitization Note | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Increase in interest rate (percent) | 1% | |||||||||||||||||||||||||||||
Debt Instrument, periodic payment (percent) | 2% | |||||||||||||||||||||||||||||
Elevation Note | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 6,500,000 | |||||||||||||||||||||||||||||
Deferred offering costs | $ 35,329 | $ 35,329 | ||||||||||||||||||||||||||||
Unamortized discount | $ 400,000 | 400,000 | ||||||||||||||||||||||||||||
Interest expense | 200,000 | $ 600,000 | ||||||||||||||||||||||||||||
Amortization of debt offering costs | 200,000 | 200,000 | ||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 10,191 | 10,191 | ||||||||||||||||||||||||||||
Debt instrument, interest rate (percent) | 12.10% | 12.10% | ||||||||||||||||||||||||||||
Securitization notes | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||||||||
Decrease in principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||
Elevation Note | Notes Payable | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | 3,500,000 | 3,500,000 | ||||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 3,000,000 | $ 3,000,000 | 3,900,000 | |||||||||||||||||||||||||||
Coupon (percent) | 6% | 6% | ||||||||||||||||||||||||||||
Equipment Notes | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,400,000 | |||||||||||||||||||||||||||||
Equipment Notes | Minimum | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Coupon (percent) | 7.99% | |||||||||||||||||||||||||||||
Equipment Notes | Maximum | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Coupon (percent) | 8.49% | |||||||||||||||||||||||||||||
Equipment Notes | Notes Payable | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 1,900,000 | $ 1,900,000 | $ 1,300,000 | |||||||||||||||||||||||||||
Equipment Notes | Notes Payable | Minimum | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Coupon (percent) | 7.99% | 7.99% | ||||||||||||||||||||||||||||
Equipment Notes | Notes Payable | Maximum | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Coupon (percent) | 8.49% | 8.49% | ||||||||||||||||||||||||||||
Twin Peaks Construction Loan | Construction Loans | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 4,500,000 | $ 2,200,000 | $ 2,200,000 | |||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 0 | $ 0 | 400,000 | |||||||||||||||||||||||||||
Coupon (percent) | 8% | 8% | 8% | |||||||||||||||||||||||||||
Debt term extension period | 6 months | 6 months | ||||||||||||||||||||||||||||
Twin Peaks Construction Loan | Construction Loans | SOFR | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Variable rate | 3.60% | |||||||||||||||||||||||||||||
Twin Peaks Construction Loan II | Construction Loans | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 4,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 0 | $ 0 | 0 | |||||||||||||||||||||||||||
Coupon (percent) | 4% | 10.83% | 10.83% | |||||||||||||||||||||||||||
Debt term extension period | 3 months | |||||||||||||||||||||||||||||
Twin Peaks Construction Loan II | Construction Loans | SOFR | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Variable rate | 5.75% | |||||||||||||||||||||||||||||
Twin Peaks Construction Loan III | Construction Loans | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 4,750,000 | $ 2,200,000 | $ 2,200,000 | |||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | 2,200,000 | $ 2,200,000 | 0 | |||||||||||||||||||||||||||
Debt term extension period | 12 months | 1 year | ||||||||||||||||||||||||||||
Variable rate | 1% | |||||||||||||||||||||||||||||
Twin Peaks Promissory Note | Notes Payable | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 1,000,000 | 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||
Principal amount, net of offering costs and original issue discount | $ 1,000,000 | $ 1,000,000 | $ 0 | |||||||||||||||||||||||||||
Coupon (percent) | 5.30% | 5.30% | 5.30% | |||||||||||||||||||||||||||
PPP Loans | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 1,500,000 | |||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 1,200,000 | |||||||||||||||||||||||||||||
Interest expense, debt | $ 4,000 |
DEBT - Schedule of Securitizati
DEBT - Schedule of Securitization of Notes (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Sep. 20, 2023 | Jan. 31, 2023 | Dec. 15, 2022 | Oct. 21, 2022 | Sep. 25, 2022 | Jul. 06, 2022 | Jul. 22, 2021 | Apr. 26, 2021 |
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 1,190.8 | ||||||||
FB Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 46.5 | $ 30 | $ 76.5 | $ 144.5 | |||||
GFG Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | 45.7 | $ 2.8 | $ 40 | $ 113.5 | $ 350 | ||||
Senior | FB Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 139.8 | $ 42.7 | |||||||
Coupon (percent) | 4.75% | 4.75% | |||||||
Senior | GFG Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 276.8 | $ 67.8 | |||||||
Coupon (percent) | 6% | 6% | |||||||
Senior Subordinated | FB Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 43.1 | $ 14.2 | |||||||
Coupon (percent) | 8% | 8% | |||||||
Senior Subordinated | GFG Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 95.7 | $ 20.2 | |||||||
Coupon (percent) | 7% | 7% | |||||||
Subordinated | FB Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 19.6 | $ 19.6 | |||||||
Coupon (percent) | 9% | 9% | |||||||
Subordinated | GFG Royalty Securitization | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Balance | $ 47.3 | $ 25.5 | |||||||
Coupon (percent) | 9.50% | 9.50% |
DEBT - Maturities of Long-term
DEBT - Maturities of Long-term Debt and Redemptions of Redeemable Preferred Stock (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Long-Term Debt | |
2024 | $ 27.5 |
2025 | 24.9 |
2026 | 23.2 |
2027 | 129 |
2028 | 22.9 |
Redeemable Preferred Stock | |
2024 | 91.8 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | $ 0 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Nov. 14, 2022 | Nov. 01, 2021 | Aug. 25, 2021 | Jun. 22, 2021 | Jul. 15, 2020 | Jul. 13, 2020 | Dec. 25, 2022 | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Preferred Stock [Line Items] | ||||||||||
Preferred stock, outstanding (in shares) | 3,252,154 | 3,591,804 | 3,252,154 | |||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | |||||||
Common stock, outstanding (in shares) | 16,571,675 | 16,900,099 | 16,571,675 | |||||||
Preferred stock, issued (in shares) | 3,252,154 | 3,591,804 | 3,252,154 | |||||||
Redemption of shares, value | $ 8,000,000 | |||||||||
Gain (loss) on extinguishment of debt | $ (1,200,000) | $ (2,397,000) | $ 0 | |||||||
Issuance of common and preferred stock | 6,157,000 | 694,000 | ||||||||
Dividend paid in cash for fractional shares | $ 7,007,000 | $ 6,636,000 | ||||||||
Series B Cumulative Preferred Stock | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Dividend rate on preferred stock | 8.25% | 8.25% | 8.25% | |||||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | |||||||||
Increase in dividend rate (percent) | 10% | |||||||||
Carrying value of original preferred stock | $ 1,500,000 | |||||||||
Value of the conversion of preferred shares following updated Certificate of Designation | 1,100,000 | |||||||||
Agregate loss on exchange | $ 11,000 | |||||||||
New shares received in exchange of preferred stock (in shares) | 60,000 | |||||||||
Preferred stock, carrying value | $ 1,500,000 | |||||||||
Issuance of common and preferred stock (in shares) | 460,000 | 14,449 | ||||||||
Issuance of common stock (in dollars per share) | $ 18 | $ 20 | ||||||||
Issuance of preferred shares, net | $ 8,300,000 | |||||||||
Underwriting discounts and other offering expenses | $ 900,000 | |||||||||
Series B Cumulative Preferred Stock | After the third anniversary and on or prior to the fourth anniversary | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Preferred stock redemption price (in dollars per share) | $ 26 | |||||||||
Series B Cumulative Preferred Stock | After third before fifth anniversery | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Preferred stock redemption price (in dollars per share) | 25.50 | |||||||||
Series B Cumulative Preferred Stock | After the fifth anniversary | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Preferred stock redemption price (in dollars per share) | $ 25 | |||||||||
Series B Cumulative Preferred Stock | Over-Allotment Option | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Stock issued in public offering (in shares) | 1,000,000 | |||||||||
Consideration received on transaction | $ 16,800,000 | |||||||||
Payments of stock issuance costs | $ 1,200,000 | |||||||||
Series B Cumulative Preferred Stock | Underwriting Agreement | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Stock issued in public offering (in shares) | 360,000 | |||||||||
Series B Cumulative Preferred Stock | ATM Sales Agreement | ThinkEquity LLC | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Issuance of common and preferred stock (in shares) | 30,683 | |||||||||
Payments of stock issuance costs | $ 16,692 | |||||||||
Weighted average price per share (in dollars per share) | $ 18.13 | $ 18.13 | ||||||||
Issuance of common and preferred stock | $ 539,698 | |||||||||
2020 Series B Offering Warrants | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Warrants outstanding (in shares) | 1,800,000 | |||||||||
Additional underwriters overallotment shares | 99,000 | |||||||||
Exercise price to purchase a share of common stock (in dollars per share) | $ 5 | |||||||||
Value of warrants issued to holders of Original Series B Preferred Stock | $ 300,000 | |||||||||
Series B Preferred Stock | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Preferred stock, outstanding (in shares) | 57,140 | 3,252,154 | 3,591,804 | 3,252,154 | ||||||
Preferred stock, issued (in shares) | 478,199 | |||||||||
Preferred stock, carrying value | $ 45,500,000 | $ 44,100,000 | $ 45,500,000 | |||||||
Preferred stock issued, value | $ 10,800,000 | |||||||||
Dividend declared | $ 7,000,000 | |||||||||
Dividend paid in cash for fractional shares | $ 6,600,000 | |||||||||
Redeemable preferred stock excluded from preferred stock dividends (in shares) | 5,936,638 | 5,936,638 | ||||||||
Series B Preferred Stock | ATM Sales Agreement | ThinkEquity LLC | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Dividend rate on preferred stock | 8.25% | |||||||||
Issuance of common and preferred stock (in shares) | 339,650 | |||||||||
Payments of stock issuance costs | $ 158,994 | |||||||||
Weighted average price per share (in dollars per share) | $ 15.60 | |||||||||
Issuance of common and preferred stock | $ 5,139,178 | |||||||||
Series B Warrants | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Exercise price to purchase a share of common stock (in dollars per share) | $ 8.50 | |||||||||
Warrants issued (in shares) | 34,284 | |||||||||
Original Series B Preferred Stock | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Carrying value of original preferred stock | $ 1,100,000 | |||||||||
Agregate loss on exchange | $ 300,000 | |||||||||
Preferred stock, issued (in shares) | 3,537 | |||||||||
Accrued and outstanding dividend | $ 100,000 | |||||||||
Sale of stock (in dollars per share) | $ 25 | |||||||||
Original Series B Preferred Stock | Prior to updated certificate of designation | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Common stock, outstanding (in shares) | 57,140 | |||||||||
Series A Preferred Stock | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Accrued and outstanding dividend | $ 400,000 | |||||||||
Number of exchanged outstanding shares of preferred stock (in shares) | 80,000 | |||||||||
Dividends on preferred stock | $ 1,600,000 | |||||||||
Interest expense | $ 700,000 | |||||||||
Series A Preferred Stock | FCCG | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Number of exchanged outstanding shares of preferred stock (in shares) | 15,000 | |||||||||
Series A-1 Preferred Stock | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Carrying value of original preferred stock | $ 4,400,000 | |||||||||
Series B preferred stock exchanged for shares (in shares) | 168,001 | |||||||||
Value of Series B preferred stock exchanged for shares | $ 4,200,000 | |||||||||
Aggregate gain on exchange | $ 200,000 | |||||||||
Class A Common Stock | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Common stock, outstanding (in shares) | 15,300,870 | 15,629,294 | 15,300,870 | |||||||
Class A Common Stock | ATM Sales Agreement | ThinkEquity LLC | ||||||||||
Preferred Stock [Line Items] | ||||||||||
Issuance of common and preferred stock (in shares) | 1,648 | |||||||||
Payments of stock issuance costs | $ 348 | |||||||||
Maximum aggregate offering price | $ 21,435,000 | |||||||||
Weighted average price per share (in dollars per share) | $ 7.04 | $ 7.04 | ||||||||
Issuance of common and preferred stock | $ 11,260 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||
Oct. 21, 2022 USD ($) $ / shares shares | Nov. 01, 2021 | Jul. 22, 2021 USD ($) shares | Jun. 22, 2021 | Jul. 13, 2020 | Dec. 31, 2023 USD ($) shares | Dec. 25, 2022 USD ($) shares | Mar. 09, 2023 shares | Oct. 20, 2022 shares | Sep. 25, 2022 USD ($) | Sep. 16, 2022 shares | Jul. 06, 2022 USD ($) | Oct. 01, 2021 USD ($) shares | Apr. 26, 2021 USD ($) | |
Temporary Equity [Line Items] | ||||||||||||||
Preferred stock, outstanding (in shares) | shares | 3,591,804 | 3,252,154 | ||||||||||||
Interest expense related to preferred shares | $ 18,189 | $ 16,372 | ||||||||||||
Face amount of debt | 1,190,800 | |||||||||||||
Principal amount, net of offering costs and original issue discount | 1,152,900 | 1,008,200 | ||||||||||||
Dividends declared on redeemable preferred stock | 0 | $ 1,062 | ||||||||||||
FB Royalty Securitization | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Face amount of debt | $ 46,500 | $ 30,000 | $ 76,500 | $ 144,500 | ||||||||||
Principal amount, net of offering costs and original issue discount | $ 43,200 | |||||||||||||
Twin Peaks | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Principal amount, net of offering costs and original issue discount | 17,300 | |||||||||||||
Series B Cumulative Preferred Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Dividend rate on preferred stock | 8.25% | 8.25% | 8.25% | |||||||||||
Series B Cumulative Preferred Stock | Twin Peaks | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Preferred stock, outstanding (in shares) | shares | 2,847,393 | |||||||||||||
Redeemed shares (in shares) | shares | 1,821,831 | |||||||||||||
Dividend rate on preferred stock | 8.25% | |||||||||||||
Preferred stock redemption price (in dollars per share) | $ / shares | $ 23.69 | |||||||||||||
Series B Cumulative Preferred Stock | GFG Sellers | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Preferred stock, interest rate | 0.05 | 0.10 | 0.10 | |||||||||||
Preferred stock, outstanding (in shares) | shares | 1,544,623 | 1,544,623 | ||||||||||||
Interest expense related to preferred shares | 3,400 | |||||||||||||
GFG Holdings Inc | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Value of equity interests related to put/call agreement | $ 67,500 | |||||||||||||
Preferred stock, interest rate | 0.05 | |||||||||||||
Carrying value of redeemable preferred stock | 67,500 | |||||||||||||
GFG Holdings Inc | Series B Cumulative Preferred Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Temporary equity issued (in shares) | shares | 3,089,245 | |||||||||||||
Temporary equity issued | $ 67,300 | |||||||||||||
Twin Peaks Buyer, LLC | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Carrying value of redeemable preferred stock | 24,300 | |||||||||||||
Contingent consideration, range of outcomes, high | $ 42,500 | |||||||||||||
Contingent consideration, range of outcomes, low | $ 25,000 | |||||||||||||
Dividends declared on redeemable preferred stock | $ 2,400 | |||||||||||||
Twin Peaks Buyer, LLC | Series B Cumulative Preferred Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Temporary equity issued (in shares) | shares | 2,847,393 | |||||||||||||
Temporary equity issued | $ 67,500 | |||||||||||||
Interest rate on unpaid cash proceeds related to acquisition | 10% |
STOCKHOLDERS_ EQUITY AND DIVI_2
STOCKHOLDERS’ EQUITY AND DIVIDENDS ON COMMON STOCK (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||
Oct. 03, 2023 USD ($) $ / shares | Jul. 11, 2023 USD ($) $ / shares | Apr. 04, 2023 USD ($) $ / shares | Jan. 03, 2023 USD ($) $ / shares | Oct. 25, 2022 USD ($) $ / shares | Jul. 12, 2022 USD ($) $ / shares | May 03, 2022 USD ($) shares | Apr. 12, 2022 USD ($) $ / shares | Jan. 11, 2022 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 25, 2022 USD ($) $ / shares shares | Aug. 16, 2021 vote shares | Aug. 15, 2021 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock, authorized (in shares) | 51,600,000 | 51,600,000 | 51,600,000 | ||||||||||
Common stock, issued (in shares) | 16,900,099 | 16,571,675 | |||||||||||
Common stock, outstanding (in shares) | 16,900,099 | 16,571,675 | |||||||||||
Common stock dividends (in dollars per share) | $ / shares | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.56 | $ 0.54 | |||||||
Dividends declared on common stock | $ | $ 2,400 | $ 2,300 | $ 2,300 | $ 2,300 | $ 9,340 | $ 8,905 | |||||||
Share-based compensation expense | $ | 3,600 | 7,700 | |||||||||||
Board of Directors | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock dividends (in dollars per share) | $ / shares | $ 0.14 | $ 0.14 | $ 0.13 | $ 0.13 | |||||||||
Dividends declared on common stock | $ | $ 2,300 | $ 2,300 | $ 2,100 | $ 2,200 | |||||||||
Restricted Stock | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Grant date value of awards | $ | 100 | ||||||||||||
Warrant | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Proceeds from issuance of common and preferred shares | $ | $ 700 | $ 700 | |||||||||||
Employee | Restricted Stock | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Award vesting rights (percent) | 33.33% | ||||||||||||
Grant date value of awards | $ | $ 100 | ||||||||||||
Class A Common Stock | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Number of votes per share | vote | 1 | ||||||||||||
Common stock, issued (in shares) | 15,629,294 | 15,300,870 | |||||||||||
Common stock, outstanding (in shares) | 15,629,294 | 15,300,870 | |||||||||||
Issuance of common stock through exercise of warrants (in shares) | 342,290 | 36,362 | |||||||||||
Class A Common Stock | Non-Employee Board | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-based compensation expense (in shares) | 4,761 | ||||||||||||
Share-based compensation expense | $ | $ 30 | ||||||||||||
Class A Common Stock | Restricted Stock | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Restricted stock issued (in shares) | 150,000 | ||||||||||||
Vesting period | 3 years | ||||||||||||
Restricted stock issued | $ | $ 1,200 | ||||||||||||
Class A Common Stock | Restricted Stock | Share-Based Payment Arrangement, Tranche One | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Award vesting rights (percent) | 33.33% | ||||||||||||
Class A Common Stock | Restricted Stock | Share-Based Payment Arrangement, Tranche Two | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Award vesting rights (percent) | 33.33% | ||||||||||||
Class A Common Stock | Restricted Stock | Share-Based Payment Arrangement, Tranche Three | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Award vesting rights (percent) | 33.33% | ||||||||||||
Class A Common Stock | Employee | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Issuance of common and preferred stock (in shares) | 126,134 | ||||||||||||
Class A Common Stock | Employee | Restricted Stock | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Restricted stock issued (in shares) | 25,000 | ||||||||||||
Class B Common Stock | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock, authorized (in shares) | 1,600,000 | 1,600,000 | 1,600,000 | ||||||||||
Number of votes per share | vote | 2,000 | ||||||||||||
Common stock, issued (in shares) | 1,270,805 | 1,270,805 | |||||||||||
Common stock, outstanding (in shares) | 1,270,805 | 1,270,805 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3.6 | $ 7.7 |
Stock based compensation to non-vested grants | 2.3 | |
Restricted Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Grant date value of awards | $ 0.1 | |
Restricted Stock | Class A Common Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock | Class A Common Stock | Share-Based Payment Arrangement, Tranche One | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Restricted Stock | Class A Common Stock | Share-Based Payment Arrangement, Tranche Two | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Restricted Stock | Class A Common Stock | Share-Based Payment Arrangement, Tranche Three | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Restricted Stock | Employee | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Grant date value of awards | $ 0.1 | |
Restricted Stock | Employee | Class A Common Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock issued (in shares) | 25,000 | |
Restricted Stock | Board Members | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock Option | Share-Based Payment Arrangement, Tranche One | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Stock Option | Share-Based Payment Arrangement, Tranche Two | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
Stock Option | Share-Based Payment Arrangement, Tranche Three | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award vesting rights (percent) | 33.33% | |
2017 Omnibus Equity Incentive Plan | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 5,000,000 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Number of Shares | ||
Stock options outstanding, beginning of period (in shares) | 2,748,906 | |
Grants (in shares) | 795,723 | |
Forfeited (in shares) | (501,277) | |
Exercised (in shares) | (153,180) | |
Stock options outstanding, end of period (in shares) | 2,890,172 | 2,748,906 |
Stock options exercisable (in shares) | 1,525,531 | |
Weighted Average Exercise Price | ||
Stock options outstanding, beginning of period (in dollars per share) | $ 10.06 | |
Grants (in dollars per share) | 5.80 | |
Forfeited (in dollars per share) | 8.48 | |
Exercised (in dollars per share) | 5.02 | |
Stock options outstanding, end of period (in dollars per share) | 9.39 | $ 10.06 |
Stock options exercisable (in dollars per share) | $ 10.52 | |
Weighted Average Remaining Contractual Life (Years) | ||
Stock options outstanding | 7 years 9 months 18 days | 8 years 3 months 18 days |
Grants | 9 years 4 months 24 days | |
Forfeited | 8 years 7 months 6 days | |
Exercised | 6 years 4 months 24 days | |
Stock options exercisable | 7 years |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Assumptions Used for Stock-based Compensation (Details) - Stock Option | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility (percent) | 81% |
Risk-free interest rate, minimum | 3.40% |
Risk-free interest rate, maximum | 4.90% |
Expected term (in years) | 6 years |
Minimum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend yield (percent) | 7.90% |
Maximum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend yield (percent) | 10.40% |
WARRANTS - Outstanding Warrants
WARRANTS - Outstanding Warrants (Details) - Warrant $ / shares in Units, $ in Thousands | Dec. 31, 2023 USD ($) $ / shares shares |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding (in shares) | 1,048,438 |
06/19/2019 | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding (in shares) | 46,875 |
Exercise Price (in dollars per share) | $ / shares | $ 7.27 |
10/03/2019 | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding (in shares) | 60 |
Exercise Price (in dollars per share) | $ / shares | $ 7.73 |
Value at Grant Date | $ | $ 0 |
07/16/2020 Grant 1 | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding (in shares) | 982,855 |
Exercise Price (in dollars per share) | $ / shares | $ 3.76 |
Value at Grant Date | $ | $ 1,163 |
07/16/2020 Grant 2 | |
Class of Warrant or Right [Line Items] | |
Number of Warrants Outstanding (in shares) | 18,648 |
Exercise Price (in dollars per share) | $ / shares | $ 3.76 |
Value at Grant Date | $ | $ 64 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Jul. 16, 2020 | |
Class of Warrant or Right [Line Items] | |||
Common stock issued through exercise of warrants (in shares) | 342,290 | ||
Net proceeds from exercise of warrants | $ 0.7 | ||
Series B Preferred Stock | Expected term (in years) | |||
Class of Warrant or Right [Line Items] | |||
Warrants, expected term | 1 year | ||
Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued (in shares) | 1,048,438 | ||
Warrants exercised (in shares) | 342,290 | 34,714 | |
Warrant | Series B Preferred Stock | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued (in shares) | 3,600 | ||
Exercise price (in dollars per share) | $ 24.95 |
WARRANTS - Summary of Warrant A
WARRANTS - Summary of Warrant Activity (Details) - Warrant - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Number of Shares | |||
Warrants outstanding, Beginning balance (in shares) | 1,591,256 | 1,707,670 | |
Exercised (in shares) | (342,290) | (34,714) | |
Expired (in shares) | (200,528) | ||
Cancelled (in shares) | (81,700) | ||
Warrants outstanding, Ending balance (in shares) | 1,048,438 | 1,591,256 | 1,707,670 |
Warrants exercisable, Ending balance (in shares) | 1,048,438 | 1,591,256 | |
Weighted Average Exercise Price | |||
Weighted average exercise price of outstanding warrants, Beginning balance (in dollars per share) | $ 3.88 | $ 4.72 | |
Weighted average exercise price of warrants exercised (in dollars per share) | 2.99 | 3.57 | |
Weighted average exercise price of warrants expired (in dollars per share) | 7.06 | ||
Weighted average exercise price of warrants cancelled (in dollars per share) | 13.35 | ||
Weighted average exercise price of outstanding warrants, Ending balance (in dollars per share) | 2.95 | 3.88 | $ 4.72 |
Weighted average exercise price of exercisable warrants, Ending balance (in dollars per share) | $ 2.95 | $ 3.88 | |
Weighted Average Remaining Contractual Life (Years) | |||
Weighted average remaining contractual life (in years) of warrants outstanding. Beginning balance | 2 years 4 months 24 days | 3 years 2 months 12 days | |
Weighted average remaining contractual life (in years) of warrants exercised | 1 year 6 months | 2 years 7 months 6 days | |
Weighted average remaining contractual life (in years) of warrants expired | 0 years | ||
Weighted average remaining contractual life (in years) of warrants cancelled | 0 years | ||
Weighted average remaining contractual life (in years) of warrants outstanding, Ending balance | 1 year 7 months 6 days | 2 years 4 months 24 days | |
Weighted average remaining contractual life (in years) of warrants exercisable, Ending balance | 1 year 7 months 6 days | 2 years 4 months 24 days |
WARRANTS - Schedule of Assumpti
WARRANTS - Schedule of Assumptions Used for Stock-Based Compensation, Warrants (Details) | Dec. 31, 2023 |
Expected dividend yield | Minimum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0400 |
Expected dividend yield | Maximum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0663 |
Expected volatility | Minimum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.3023 |
Expected volatility | Maximum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.3173 |
Risk-free interest rate | Minimum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0099 |
Risk-free interest rate | Maximum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0191 |
Expected term (in years) | Minimum | |
Class of Warrant or Right [Line Items] | |
Warrants, expected term | 3 years 9 months 18 days |
Expected term (in years) | Maximum | |
Class of Warrant or Right [Line Items] | |
Warrants, expected term | 5 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 12 Months Ended | |||
May 31, 2019 USD ($) | May 31, 2018 USD ($) | Feb. 28, 2018 USD ($) | Dec. 31, 2023 USD ($) ft² location | Jan. 13, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||||
Number of owned and operated restaurants | location | 190 | ||||
Offices | Twin Peaks Buyer, LLC | |||||
Loss Contingencies [Line Items] | |||||
Area of leased space (square feet) | ft² | 8,300 | ||||
Offices | Fazoli Holdings, LLC | |||||
Loss Contingencies [Line Items] | |||||
Area of leased space (square feet) | ft² | 19,200 | ||||
Offices | Native Wings | |||||
Loss Contingencies [Line Items] | |||||
Area of leased space (square feet) | ft² | 5,825 | ||||
Warehouse | GFG Holdings Inc | |||||
Loss Contingencies [Line Items] | |||||
Area of leased space (square feet) | ft² | 16,000 | ||||
Initial Lease | Corporate Offices and For Certain Restaurant Properties | |||||
Loss Contingencies [Line Items] | |||||
Area of leased space (square feet) | ft² | 15,000 | ||||
SBN FCCG LLC | |||||
Loss Contingencies [Line Items] | |||||
Payments for legal settlements | $ 100,000 | ||||
Litigation reserve | $ 500,000 | ||||
GAC Supply, LLC | Manufacturing and Production Facility | |||||
Loss Contingencies [Line Items] | |||||
Area of leased space (square feet) | ft² | 40,000 | ||||
Fog Cutter Capital Group Inc | SBN FCCG LLC | |||||
Loss Contingencies [Line Items] | |||||
Settlement awarded to other party | 600,000 | ||||
Payments for legal settlements | $ 100,000 | ||||
Litigation reserve | $ 5,100,000 | ||||
Loss contingency accrual | $ 12,000,000 | ||||
Fog Cutter Capital Group Inc | New York | SBN FCCG LLC | |||||
Loss Contingencies [Line Items] | |||||
Settlement awarded to other party | $ 700,000 | ||||
Settlement interest | 200,000 | ||||
Fog Cutter Capital Group Inc | Canada | SBN FCCG LLC | |||||
Loss Contingencies [Line Items] | |||||
Settlement awarded to other party | $ 700,000 | 700,000 | |||
Settlement interest | $ 12,411 | $ 700,000 | |||
Minimum | |||||
Loss Contingencies [Line Items] | |||||
Damages sought | $ 12,000,000 | ||||
Remaining lease term | 1 month | ||||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Damages sought | $ 22,000,000 | ||||
Remaining lease term | 26 years 9 months 18 days |
GEOGRAPHIC INFORMATION AND MA_3
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 480,457 | $ 407,224 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 397,400 | |
Other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 10,900 | $ 9,800 |
SCHEDULE II _ VALUATION AND Q_2
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Details) - Trade notes and accounts receivable $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Period | $ 3.8 |
Charged to Costs and Expenses | 2.5 |
Deductions/ Recoveries/Acquisitions | (1.7) |
Balance at End of Period | $ 4.6 |