FAT BRANDS, INC, 10-K filed on 2/24/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 25, 2022
Feb. 17, 2023
Jun. 26, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 25, 2022    
Current Fiscal Year End Date --12-25    
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    
Entity Shell Company false    
Entity Public Float     $ 53.7
Entity Central Index Key 0001705012    
Amendment Flag false    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2022    
Class A Shares      
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   15,316,720  
Class B Shares      
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  
Class B Cumulative Preferred Stock      
Document Information [Line Items]      
Title of 12(b) Security Series B Cumulative Preferred Stock, par value $0.0001 per share    
Trading Symbol FATBP    
Security Exchange Name NASDAQ    
Warrants to Purchase Common Stock      
Document Information [Line Items]      
Title of 12(b) Security Warrants to purchase Class A Common Stock    
Trading Symbol FATBW    
Security Exchange Name NASDAQ    
v3.22.4
Audit Information
 12 Months Ended
Dec. 25, 2022
Audit Information [Abstract]  
Auditor Firm ID 32
Auditor Name Baker Tilly US, LLP
Auditor Location Los Angeles, California
v3.22.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 25, 2022
Dec. 26, 2021
Current assets    
Cash $ 28,668 $ 56,656
Restricted cash 25,375 24,740
Accounts receivable, net 23,880 20,084
Inventory 6,925 5,927
Assets classified as held-for-sale 4,767 5,476
Other current assets 6,086 6,156
Total current assets 95,701 119,039
Non-current restricted cash 14,720 18,525
Operating lease right-of-use assets 101,114 98,552
Goodwill 293,282 295,128
Other intangible assets, net 625,294 652,788
Property and equipment, net 79,189 80,501
Other assets 4,003 5,499
Total assets 1,213,303 1,270,032
Current liabilities    
Accounts payable 18,328 27,527
Accrued expenses and other liabilities 52,800 46,295
Deferred income, current portion 2,019 2,636
Accrued advertising 14,819 10,853
Accrued interest payable 13,241 10,678
Dividend payable on preferred shares 1,467 1,574
Liabilities related to assets classified as held- for-sale 4,084 4,780
Current portion of operating lease liability 14,815 14,341
Current portion of redeemable preferred stock 91,836 67,500
Current portion of long-term debt 49,611 631
Current portion of acquisition purchase price payable 4,000 4,173
Other current liabilities 0 7,500
Total current liabilities 267,020 198,488
Deferred income, net of current portion 21,698 17,662
Deferred income tax liabilities, net 27,181 12,921
Operating lease liability, net of current portion 95,620 92,920
Long-term debt, net of current portion 958,630 904,265
Other liabilities 2,332 976
Total liabilities 1,372,481 1,227,232
Commitments and contingencies (Note 16)
Redeemable preferred stock 0 64,455
Stockholders’ deficit    
Preferred stock: $0.0001 par value; 15,000,000 shares authorized; 3,252,154 shares issued and outstanding at December 25, 2022 and 3,221,471 shares issued and outstanding at December 26, 2021; liquidation preference $25 per share 45,504 55,661
Class A and Class B common stock and additional paid-in capital as of December 25, 2022: $0.0001 par value per share; 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). Common stock and additional paid-in capital as of December 26, 2021: $0.0001 par value; 51,600,000 shares authorized (Class A 50,000,000, Class B 1,600,000); 16,380,552 shares issued and outstanding (Class A 15,109,747, Class B 1,270,805) (26,015) (24,837)
Accumulated deficit (178,667) (52,479)
Total stockholders’ deficit (159,178) (21,655)
Total liabilities and stockholders’ deficit $ 1,213,303 $ 1,270,032
v3.22.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 25, 2022
Dec. 26, 2021
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) 3,252,154 3,221,471
Preferred stock, outstanding (in shares) 3,252,154 3,221,471
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) 16,571,675 16,380,552
Common stock, outstanding (in shares) 16,571,675 16,380,552
Class A Shares    
Common stock, authorized (in shares) 50,000,000 50,000,000
Common stock, issued (in shares) 15,300,870 15,109,747
Common stock, outstanding (in shares) 15,300,870 15,109,747
Class B Shares    
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
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Revenue    
Total revenue $ 407,224 $ 118,881
Costs and expenses    
General and administrative expense 113,313 41,775
Cost of restaurant and factory revenues 221,627 44,242
Depreciation and amortization 27,015 8,474
Impairment of goodwill and other intangible assets 14,000 1,037
Refranchising loss 4,178 314
Acquisition costs 383 4,242
Advertising fees 44,612 17,973
Total costs and expenses 425,128 118,057
(Loss) income from operations (17,904) 824
Other (expense) income, net    
Interest expense, net (78,477) (26,864)
Interest expense related to preferred shares (16,372) (2,193)
Loss on extinguishment of debt 0 (7,637)
Other income, net 5,375 750
Total other expense, net (89,474) (35,944)
Loss before income tax (107,378) (35,120)
Income tax provision (benefit) 18,810 (3,537)
Net loss $ (126,188) $ (31,583)
Basic loss per common share (in dollars per share) $ (7.66) $ (2.15)
Diluted loss per common share (in dollars per share) $ (7.66) $ (2.15)
Basic weighted average shares outstanding (in shares) 16,476,090 14,656,880
Diluted weighted average shares outstanding (in shares) 16,476,090 14,656,880
Cash dividends declared per common share (in dollars per share) $ 0.54 $ 0.52
Royalties    
Revenue    
Total revenue $ 87,921 $ 42,658
Restaurant sales    
Revenue    
Total revenue 241,001 41,563
Advertising fees    
Revenue    
Total revenue 37,997 16,728
Factory revenues    
Revenue    
Total revenue 33,504 13,470
Franchise fees    
Revenue    
Total revenue 3,706 4,023
Management fees and other income    
Revenue    
Total revenue $ 3,095 $ 439
v3.22.4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Total Common Stock
Total Common Stock
Cumulative Effect, Period of Adoption, Adjustment
Class A Shares
Class B Shares
Class A Par Value
Class B Par Value
Additional Paid-In Capital
Additional Paid-In Capital
Cumulative Effect, Period of Adoption, Adjustment
Total Preferred Stock
Preferred Stock Shares
Preferred Stock Par Value
Preferred Stock Additional Paid-in Capital
Accumulated Deficit
Beginning balance (in shares) at Dec. 27, 2020         11,926,264 0                  
Beginning balance (in shares) at Dec. 27, 2020                       1,183,272      
Beginning balance at Dec. 27, 2020 $ (41,883) $ (1,381) $ (42,775) $ (1,381)     $ 1 $ 0 $ (42,776) $ (1,381) $ 21,788   $ 0 $ 21,788 $ (20,896)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                              
Net loss (31,583)                           (31,583)
Issuance of common stock through exercise of warrants (in shares)         559,988                    
Issuance of common stock through exercise of warrants 2,566   2,091           2,091   475     475  
Issuance of common and preferred stock (in shares)                       1,560,000      
Issuance of common and preferred stock 26,732                   26,732     26,732  
Share-based compensation (in shares)         300,000                    
Share-based compensation $ 1,642   1,642           1,642            
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2015-16 [Member]                            
Dividends paid on common stock $ (7,442)   (7,442)           (7,442)            
Dividends paid on Series B preferred stock (4,084)                   (4,084)     (4,084)  
Stock contracted for issue in payment of debt (in shares)         63,901                    
Stock contracted for issue in payment of debt 831   831           831            
Issuance of common stock in connection with acquisition of LS GFG Holdings Inc. (in shares)         1,964,865                    
Issuance of common stock in connection with acquisition of LS GFG Holdings Inc. 22,537   22,537           22,537         0  
Stock dividend of Class B Shares (in shares)         294,729 1,270,805                  
Stock dividend of Class B Shares (25)   (25)       1   (26)         0  
Issuance costs related to common equity (315)   (315)           (315)         0  
Series A Preferred shares retired through issuance of Series B Preferred shares (in shares)                       478,199      
Series A Preferred shares retired through issuance of Series B Preferred shares $ 10,750                   10,750     10,750  
Ending balance (in shares) at Dec. 26, 2021 16,380,552       15,109,747 1,270,805                  
Ending balance (in shares) at Dec. 26, 2021 3,221,471                     3,221,471      
Ending 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 stock through exercise of warrants (in shares)         36,362                    
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                  
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)
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Cash flows from operating activities    
Net loss $ (126,188) $ (31,583)
Adjustments to reconcile net loss to net cash (used in) provided by operations:    
Deferred income taxes 17,463 (5,337)
Net loss on extinguishment of debt 0 6,087
Depreciation and amortization 27,015 8,474
Share-based compensation 7,619 1,642
Change in operating right-of-use assets 7,021 3,851
Accretion of loan fees and interest 10,771 2,787
Adjustments to purchase price liability (1,140) 95
Gain on sale of refranchised assets 0 (2,681)
Impairment of goodwill and other intangible assets 14,000 1,037
Change in provision for bad debts 20,720 1,843
Other (500) 301
Change in:    
Accounts receivable (24,516) (4,705)
Other current assets 29 (1,533)
Accounts payable (9,199) 5,374
Accrued expense and other liabilities 6,501 3,002
Deferred income 3,419 768
Accrued advertising 3,966 1,894
Accrued interest payable 2,563 8,831
Dividend payable on preferred shares (107) 1,188
Other current and non-current liabilities (6,836) (653)
Total adjustments 78,789 32,265
Net cash (used in) provided by operating activities (47,399) 682
Cash flows from investing activities    
Acquisitions, net of cash acquired (1,022) (721,382)
Acquisition of intangible assets (1,750) 0
Payments received on loans receivable 1,762 212
Net proceeds from sale of refranchised restaurants 0 2,692
Proceeds from sale of property and equipment 9,934 4,233
Purchases of property and equipment (21,421) (10,422)
Purchase deposits received on refranchised restaurants 0 1,500
Other 0 (33)
Net cash used in investing activities (12,497) (723,200)
Cash flows from financing activities    
Proceeds from borrowings, net of issuance costs 55,220 897,215
Repayments of borrowings (4,874) (93,279)
Issuance of preferred shares, net 0 26,732
Change in operating lease liabilities (5,699) (3,595)
Payments made on acquisition purchase price liability 0 (1,075)
Exercise of warrants 694 2,567
Dividends paid on redeemable preferred stock (1,062) (2,283)
Dividends paid on common shares (8,905) (7,468)
Dividends paid on preferred shares (6,636) (3,559)
Other 0 (27)
Net cash provided by financing activities 28,738 815,228
Net (decrease) increase in cash and restricted cash (31,158) 92,710
Cash and restricted cash at beginning of the period 99,921 7,211
Cash and restricted cash at end of the period 68,763 99,921
Supplemental disclosures of cash flow information:    
Cash paid for interest 66,851 14,978
Cash paid for income taxes 1,029 842
Supplemental disclosure of non-cash financing and investing activities:    
Director fees converted to common stock 30 15
Issuance of preferred stock in lieu of cash preferred dividends payable $ 0 $ 1,564
v3.22.4
ORGANIZATION AND RELATIONSHIPS
 12 Months Ended
Dec. 25, 2022
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 25, 2022, the Company owned seventeen restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli's, Twin Peaks, 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 25, 2022, the Company had approximately 2,300 locations open and under construction, of which approximately 95% 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.
COVID-19
The outbreak of the COVID-19 pandemic in March 2020 had a number of adverse effects on our business and that of our franchisees, including temporary and permanent closures of restaurant locations, reduced or modified store operating hours, difficulties in staffing restaurants and supply chain disruptions. While the disruptions to our business from the COVID-19 pandemic have mostly subsided, the resurgence of COVID-19 or its variants, as well as an outbreak of other widespread health epidemics or pandemics, could cause a closure of restaurants and disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
Liquidity
The Company recognized loss from operations of $17.9 million during fiscal year 2022 and income from operations of $0.8 million during fiscal year 2021. The Company has a history of net losses and an accumulated deficit of $178.7 million as of December 25, 2022. Additionally, as of December 25, 2022, the Company had negative working capital of $171.3 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 $28.7 million of unrestricted cash as of December 25, 2022, has received $34.8 million in debt financing subsequent to that date and plans on the combination of cash flows from operations and cash on hand 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.
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 25, 2022
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 53rd week is added to the fiscal year every 5 or 6 years, as will be 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. Both fiscal years 2022 and 2021 were 52-week years. Our revenues are derived from two sales channels, franchised restaurants and company owned locations, which we operate as one reportable segment.
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.
Financial statement reclassification – Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
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 25, 2022 and December 26, 2021, accounts receivable, net of allowance for doubtful accounts, totaled $23.9 million and $20.1 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 $25.4 million and $24.7 million as of December 25, 2022 and December 26, 2021, respectively. Non-current restricted cash of $14.7 million and $18.5 million as of December 25, 2022 and December 26, 2021, 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 25, 2022 and December 26, 2021 accounts receivable was stated net of an allowance for doubtful accounts of $24.2 million and $3.5 million, respectively.
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 2022 the Company filed with the Internal Revenue Service credits totaling $22.0 million and, in accordance with IAS 20, fully reserved the amounts claimed until such time when it is determined that the Company has reasonable assurance that the credits will be realized.
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 15.3 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 25, 2022, and December 26, 2021, there were no potentially dilutive securities considered in the calculation of diluted loss per common share due to net losses for each period.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, and later amended the ASU in 2019, as described below. This guidance replaces the current 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 is 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 will have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are 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. Under the current SEC definitions, the Company meets the definition of an SRC and is adopting 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. The Company does not expect the adoption of this standard will have a material impact on its condensed consolidated financial statements.
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. Early adoption of the amendments is permitted if an entity has adopted the amendments in ASU 2016-13 described above, including adoption in an interim period. The Company will evaluate ASC No. 2022-02 and does not expect the adoption of this standard will have a material impact on its condensed consolidated financial statements.
v3.22.4
MERGERS AND ACQUISITIONS
 12 Months Ended
Dec. 25, 2022
Business Combination and Asset Acquisition [Abstract]  
MERGERS AND ACQUISITIONS MERGERS AND ACQUISITIONS
Nestle Toll House Cafe by Chip

On May 24, 2022, the Company agreed to acquire the royalty stream related to the chain of stores known as Nestlé® Toll House® Café by Chip® from Crest Foods, Inc., consisting of all royalties generated under the Nestlé® Toll House® Café by Chip® brand, and the franchisor has agreed to cause the network to rebrand the stores as Great American Cookies, subject to the cooperation of the individual franchisees. Nestlé® Toll House® Café by Chip® is a franchised chain of stores with approximately 85 cafés across the United States. The Company paid an initial installment of the purchase price of $1.8 million. The final purchase price will be calculated on or before January 31, 2024.
Acquisition of Fazoli's

On December 15, 2021, the Company completed the acquisition of Fazoli's for a total cash purchase price of $138.1 million.

Founded in 1988 in Lexington, KY, Fazoli’s owns and operates nearly 210 restaurants in 26 states, making it the largest premium quick service restaurant Italian chain priding itself on serving premium quality Italian food, fast, fresh and friendly. Menu offerings include freshly prepared pasta entrees, Submarinos® sandwiches, salads, pizza and desserts – along with its unlimited signature breadsticks.
Acquisition of Native Grill & Wings
On December 15, 2021, the Company completed the acquisition of Native Grill & Wings (“Native”) for a total cash purchase price of $20.1 million.
Based in Chandler, Arizona, Native Grill & Wings is a family-friendly, polished sports grill with 22 franchised locations throughout Arizona, Illinois, and Texas. Native serves over 20 award-winning wing flavors that guests can order by the individual wing, as well as an extensive menu of pizza, burgers, sandwiches, salads and more.
Acquisition of Twin Peaks
On October 1, 2021, the Company completed the acquisition of Twin Peaks Buyer, LLC (“Twin Peaks”) from Twin Peaks Holdings, LLC (the “Seller”). Twin Peaks is the franchisor and operator of a chain of sports lodge themed restaurants. The purchase price totaled $310.3 million. See Note 10 for more details of the purchase price consideration.
Acquisition of GFG Franchise Group

On July 22, 2021, the Company completed the acquisition of LS GFG Holdings Inc. (“GFG”) for a total purchase price of $444.9 million.
GFG is a franchisor of five restaurant brands. GFG’s brands (Great American Cookies, Marble Slab Creamery, Pretzelmaker, Hot Dog on a Stick and Round Table Pizza) are in the quick service restaurant industry. The franchise network, across all of the Company’s brands, consists of approximately 1,415 retail stores in 8 countries. GFG also operates a dough manufacturing facility which supplies dough to certain of the GFG brands.
The allocation of the consideration to the valuation of net tangible and intangible assets acquired in the transactions described above is presented in the following table (in millions). The allocations relating to Fazoli's, Native Grill & Wings, Twin Peaks and GFG are as follows:
Fazoli'sNative Grill & WingsTwin PeaksGFG
Cash$9.6 $0.2 $14.9 $8.7 
Accounts receivable3.3 0.3 1.6 7.3 
Prepaids and other current assets1.8 0.1 2.8 3.8 
Notes receivable— — 1.5 — 
Other intangible assets, net83.3 14.7 165.4 348.3 
Goodwill53.4 5.3 105.1 120.2 
Right-of-use assets43.1 0.2 43.7 6.5 
Property, plant and equipment22.0 0.1 46.8 8.4 
Deferred tax asset, net— — 0.2 — 
Other assets0.3 — 0.5 1.2 
Accounts payable(5.8)— (5.2)(2.4)
Accrued expenses(7.4)(0.3)(6.4)(10.1)
Accrued advertising— (0.1)(3.5)(3.2)
Deferred income(1.5)(0.2)(3.6)(3.2)
Operating lease liability(48.8)(0.2)(44.7)(8.7)
Deferred tax liability, net(14.7)— — (31.4)
Other liabilities(0.5)— (8.8)(0.5)
Total net identifiable assets$138.1 $20.1 $310.3 $444.9 
Pro Forma Information

The table below presents the combined pro forma revenue and net loss of the Company and Fazoli's, Twin Peaks and GFG (the "Material Acquired Entities") for the year December 26, 2021, assuming the acquisition of the Material Acquired Entities had occurred on December 28, 2020 (the beginning of the Company’s 2021 fiscal year), pursuant to ASC 805-10-50 (in millions). Actual consolidated results are presented in the pro forma information for any period in which a Material Acquired Entity 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 the Material Acquired Entities occurred on this date nor does it purport to predict the results of operations for future periods.

Year Ended December 26, 2021
Revenue
$347.9 
Net loss
$28.8 
v3.22.4
REFRANCHISING
 12 Months Ended
Dec. 25, 2022
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 25, 2022 and December 26, 2021 (in millions):
December 25, 2022December 26, 2021
Property, plant and equipment$0.7 $0.8 
Operating lease right-of-use assets4.1 4.7 
Total$4.8 $5.5 
Operating lease liabilities related to the assets classified as held-for-sale in the amount of $4.1 million and $4.8 million, have been classified as current liabilities on the accompanying audited consolidated balance sheets as of December 25, 2022 and December 26, 2021, respectively.
The following table highlights the operating results of the Company’s refranchising program during 2022 and 2021 (in millions):
Twelve Months Ended
December 25, 2022		Twelve Months Ended
December 26, 2021
Restaurant costs and expenses, net of revenue$(4.2)$(3.0)
Gains on store sales or closures
— 2.7 
Refranchising loss
$(4.2)$(0.3)
v3.22.4
PROPERTY AND EQUIPMENT, NET
 12 Months Ended
Dec. 25, 2022
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
Property and equipment consists primarily of real estate (including land, buildings and tenant improvements) and equipment.
As of December 25, 2022 and December 26, 2021, the Company's gross carrying value of property and equipment and accumulated depreciation balances were (in millions):
Total
20222021
Real estate$67.7 $60.5 
Equipment26.5 22.9 
  Total property and equipment, gross94.2 83.4 
Less: accumulated depreciation(15.0)(2.9)
  Total property and equipment, net$79.2 $80.5 
Depreciation expense for the fiscal years ended December 25, 2022 and December 26, 2021 was $12.1 million and $2.6 million, respectively.
On an annual basis the Company assesses its property and equipment for impairment. For the fiscal year ended December 25, 2022 the company recognized impairment expense of $0.5 million which is included in General and administrative expense on
the Consolidated Statements of Operations. The Company recognized no impairment expense for the fiscal year ended December 26, 2021.
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.
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
 12 Months Ended
Dec. 25, 2022
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 25, 2022 and December 26, 2021 (in millions):
December 25, 2022December 26, 2021
Gross goodwill:
   Balance, beginning of year$296.8 $12.4 
   Acquired1.2 285.9 
   Adjustment to preliminary purchase price allocation(3.0)(1.5)
   Balance, end of year295.0 296.8 
Accumulated impairment:
   Balance, beginning of year(1.7)(1.4)
   Impairment— (0.3)
   Balance, end of year(1.7)(1.7)
Net carrying value$293.3 $295.1 
When considering the available facts, assessments and judgments, the Company recorded goodwill impairment charges of $0.0 million and $0.3 million for the fiscal years ended December 25, 2022 and December 26, 2021, respectively.
Because of the risks and uncertainties related to the COVID-19 pandemic events, the negative effects on the operations of the Company’s franchisees could prove to be worse than currently estimated and result in the need to record additional goodwill impairment charges in future periods.
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 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 25, 2022 and December 26, 2021 are as follows (in millions):
AmortizingNon-AmortizingTotal
202220212022202120222021
Balance, beginning of year$175.6 $12.6 $477.2 $35.1 $652.8 $47.7 
   Impairment— — (14.0)(0.8)(14.0)(0.8)
   Amortization expense(14.9)(6.0)— — (14.9)(6.0)
   Acquisitions1.7 169.0 — 442.9 1.7 611.9 
   Adjustment to preliminary purchase price allocation(0.3)— — — (0.3)— 
Balance, end of year$162.1 $175.6 $463.2 $477.2 $625.3 $652.8 
Gross Carrying Value and Accumulated Amortization of Other Intangible Assets
The carrying value of amortizing other intangible assets is as follows as of December 25, 2022 and December 26, 2021 (in millions):
December 25, 2022
December 26, 2021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortizing intangible assets
    Franchise agreements$109.2 $(14.8)$94.4 $109.4 $(5.7)$103.7 
    Customer relationships 73.9 (8.1)65.8 73.9 (2.4)71.5 
    Other 2.1 (0.2)1.9 0.4 — 0.4 
Balance, end of year$185.2 $(23.1)$162.1 $183.7 $(8.1)$175.6 
When considering the available facts, assessments and judgments, including increased interest rates, the Company recorded impairment of trademarks in the amount of $14.0 million and $0.8 million for the fiscal years ended December 25, 2022 and December 26, 2021, respectively.
The expected future amortization of the Company’s amortizable intangible assets is as follows (in millions):
Fiscal year:
2023$15.0 
202414.7 
202514.5 
202614.5 
202714.4 
Thereafter
89.0 
Total
$162.1 
v3.22.4
DEFERRED INCOME
 12 Months Ended
Dec. 25, 2022
Contract with Customer, Liability [Abstract]  
DEFERRED INCOME DEFERRED INCOME
Deferred income is as follows (in millions):
December 25, 2022December 26, 2021
Deferred franchise fees$23.5 $19.8 
Deferred royalties— 0.2 
Deferred vendor incentives
0.2 0.3
Total
$23.7 $20.3 
v3.22.4
INCOME TAXES
 12 Months Ended
Dec. 25, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Components of the income tax provision (benefit), net are as follows (in millions):
Fiscal Year Ended December 25, 2022Fiscal Year Ended December 26, 2021
Current
Federal$— $— 
State
0.4 1.0 
Foreign
1.00.8 
1.4 1.8
Deferred
Federal
8.2 (5.1)
State
9.2 (0.2)
17.4 (5.3)
Total income tax provision (benefit)
$18.8 $(3.5)
Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in millions):
Fiscal Year Ended December 25, 2022Fiscal Year Ended December 26, 2021
Tax benefit at statutory rate$(22.5)$(7.4)
State and local income taxes(0.7)0.6 
State and federal valuation allowances36.4 1.5 
162(m) limitation1.3 0.2 
Foreign taxes0.8 0.6 
Tax credits0.5 0.5 
Nondeductible interest expense2.2 0.5 
Other
0.8 — 
Total income tax provision (benefit)
$18.8 $(3.5)
As of December 25, 2022, 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 25, 2022.
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 25, 2022December 26, 2021
Deferred tax assets (liabilities), net
Net federal and state operating loss carryforwards$47.9 $43.8 
Deferred revenue
4.9 4.1 
Intangibles(92.6)(86.2)
Deferred state income tax
1.8 0.6 
Reserves and accruals6.6 7.3 
Interest expense carryforward
43.9 22.4 
Tax credits0.1 0.1 
Share-based compensation
2.8 0.9 
Fixed assets
(4.4)(2.9)
Operating lease right-of-use assets(26.0)(23.9)
Operating lease liabilities
28.5 26.1 
Valuation allowance(40.6)(5.2)
Other
(0.1)— 
Total
$(27.2)$(12.9)
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 25, 2022 and December 26, 2021, the Company recorded a valuation allowance against its deferred tax assets in the amount of $40.6 million and $5.2 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 $35.4 million and $4.7 million during the fiscal years ended December 25, 2022 and December 26, 2021, respectively.
The Company had federal net operating loss carryforwards (“NOLs”) of approximately $176.9 million and $159.3 million as of December 25, 2022 and December 26, 2021, respectively. The Company’s State NOLs were approximately $133.5 million and $134.1 million as of December 25, 2022 and December 26, 2021, 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 $0.1 million and $0.1 million as of December 25, 2022 and December 26, 2021 respectively. The credits will begin to expire in 2028.
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.
v3.22.4
LEASES
 12 Months Ended
Dec. 25, 2022
Leases [Abstract]  
LEASES LEASES
As of December 25, 2022, the Company has recorded 136 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 23.9 years. The Company recognized lease expense of $18.8 million and $6.3 million for the fiscal years ended December 25, 2022 and December 26, 2021, respectively. The weighted average remaining lease term of the operating leases as of December 25, 2022 was 15.9 years.
Operating lease right-of-use assets and operating lease liabilities are as follows (in millions):
December 25,
2022		December 26,
2021
Operating lease right-of-use assets$101.1 $98.6 
Right of use assets classified as held-for-sale4.1 4.7 
Total right-of-use assets$105.2 $103.3 
Operating lease liabilities$110.4 $107.3 
Lease liabilities related to assets held-for-sale4.1 4.8 
Total operating lease liabilities$114.5 $112.1 
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 9.4% 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 25, 2022, including anticipated lease extensions, are as follows (in millions):
Fiscal year:
2023$17.1 
202416.1 
202515.5 
202614.1 
202713.9 
Thereafter
162.8 
Total lease payments239.5 
Less imputed interest
125.0 
Total
$114.5 
Supplemental cash flow information for the fiscal years ended December 25, 2022 and December 26, 2021 related to leases is as follows (in millions):
20222021
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases$16.4 $5.7 
Operating lease right-of-use assets obtained in exchange for new lease obligations:
Operating lease liabilities$7.7 $105.6 
v3.22.4
DEBT
 12 Months Ended
Dec. 25, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt consisted of the following (in millions):
December 25, 2022December 26, 2021
Final MaturityAnticipated Call DateRateFace ValueBook ValueBook Value
Senior Debt
FB Royalty Securitization4/25/20517/25/20234.75%$139.8 $135.3 $95.4 
GFG Royalty Securitization7/25/20517/25/20236.00%234.0 228.9 205.6 
Twin Peaks Securitization7/25/20517/25/20237.00%150.0 147.5 146.8 
Fazoli's/Native Securitization7/25/20517/25/20236.00%128.8 124.8 122.8 
Senior Subordinated Debt
FB Royalty Securitization4/25/20517/25/20238.00%46.6 45.2 31.8 
GFG Royalty Securitization7/25/20517/25/20237.00%84.0 82.0 81.5 
Twin Peaks Securitization7/25/20517/25/20239.00%50.0 47.3 46.6 
Fazoli's/Native Securitization7/25/20517/25/20237.00%25.0 23.5 22.7 
Subordinated Debt
FB Royalty Securitization4/25/20517/25/20239.00%34.6 32.1 14.1 
GFG Royalty Securitization7/25/20517/25/20239.50%57.0 53.5 52.6 
Twin Peaks Securitization7/25/20517/25/202310.00%50.0 45.5 44.2 
Fazoli's/Native Securitization7/25/20517/25/20239.00%40.0 37.0 35.2 
Total Securitized Debt1,039.8 1,002.6 899.3 
Elevation Note7/19/2026N/A6.00%4.3 3.9 5.6 
Equipment Notes
5/5/2027 to 3/7/2029
N/A
7.99% to 8.49%
1.3 1.3 — 
Twin Peaks Construction Loan
8/5/2023 with One Six-Month Extension
N/A8.00%0.4 0.4 — 
Total debt$1,045.8 1,008.2 904.9 
Current portion of long-term debt(49.6)(0.6)
Long-term debt$958.6 $904.3 
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 2020 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 DateClassSeniorityPrincipal BalanceCouponFinal Legal Maturity Date
7/6/2022A-2Senior$42.74.75%7/25/2051
7/6/2022B-2Senior Subordinated$14.28.00%7/25/2051
7/6/2022M-2Subordinated$19.69.00%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.
As of December 25, 2022, the carrying value of the FB Royalty Securitization Notes was $212.7 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 $11.3 million for the year ended December 25, 2022, respectively, which includes $0.6 million for amortization of debt offering costs, and $0.6 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 6.3% for the time the debt was outstanding during the year ended December 25, 2022.
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 DateClassSeniorityPrincipal BalanceCouponFinal Legal Maturity Date
12/13/2022A-2Senior$67.86.00%7/25/2051
12/13/2022B-2Senior Subordinated$20.27.00%7/25/2051
12/13/2022M-2Subordinated$25.59.50%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.
As of December 25, 2022, the carrying value of the GFG Securitization Notes was $364.4 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 $26.1 million for fiscal year ended December 25, 2022, which includes $1.2 million for amortization of debt offering costs and $1.1 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 7.5% during the fiscal year ended December 25, 2022.
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.
As of December 25, 2022, the carrying value of the Twin Peaks Securitization Notes was $240.4 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 $22.8 million for year ended December 25, 2022, which includes $1.6 million for amortization of debt offering costs and $1.1 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 9.1% during the year ended December 25, 2022.
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. 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.
As of December 25, 2022, the carrying value of the Fazoli's-Native Securitization Notes was $185.2 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 $17.6 million for the fiscal year ended December 25, 2022, which includes $1.2 million for amortization of debt offering costs and $3.4 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 9.1% during the year ended December 25, 2022.
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.
Terms and Debt Covenant Compliance
The 2021 FAT Royalty Securitization Notes, the 2021 GFG Royalty Securitization Notes, the 2021 Twin Peaks Securitization Notes, and the 2021 Fazoli's/Native Securitization 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 and, unless repaid on or before July 25, 2023, additional interest equal to 1.0% per annum will accrue on the then outstanding principal balance of each tranche. Principal payments, with an amount equal to 0.5% of the initial principal amount, will be made on the scheduled quarterly payment date on and following the anticipated call date, starting in October 2023.
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 25, 2022, 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 25, 2022, the carrying value of the Elevation Note was $3.9 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 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 Company recognized interest expense relating to the Elevation Note during the year ended December 26, 2021 in the amount of $0.7 million, which included amortization of the loan discount of $0.3 million and amortization of $10,000 in debt offering costs. The effective interest rate for the Elevation Note during the year ended December 25, 2022 was 20.2%.
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 $1.0 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 ranging from May 5, 2027 and March 7, 2029, 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.

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 YearLong-Term DebtRedeemable Preferred Stock (Note 12)
2023$49.6 $91.8 
2024$21.2 $— 
2025$21.4 $— 
2026$21.0 $— 
2027$20.2 $— 
v3.22.4
PREFERRED STOCK
 12 Months Ended
Dec. 25, 2022
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.
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, 2022 and on or prior to July 16, 2023: $26.50 per share.
ii.After July 16, 2023 and on or prior to July 16, 2024: $26.00 per share.
iii.After July 16, 2024 and on or prior to July 16, 2025: $25.50 per share.
iv.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).
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. As of December 26, 2021, the Series B Preferred Stock consisted of 3,221,471 shares outstanding with a balance of $55.7 million. The Company declared preferred dividends to the holders of the Series B Preferred Stock totaling $4.1 million during the fiscal year ended December 26, 2021. 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).
v3.22.4
REDEEMABLE PREFERRED STOCK
 12 Months Ended
Dec. 25, 2022
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 (Note 3). 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 25, 2022, 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, the closing date of the redemption was extended from April 22, 2022 to July 23, 2023 and, 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 25, 2022, the Company paid $1.7 million for the accrued interest.

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.
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 25, 2022, 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 $3.2 million during the year ended December 25, 2022.
v3.22.4
STOCKHOLDERS’ EQUITY AND DIVIDENDS ON COMMON STOCK
 12 Months Ended
Dec. 25, 2022
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 25, 2022 and December 26, 2021, the total number of authorized shares of Class A and Class B common stock was 51,600,000. There were 15,300,870 shares of Class A common stock and 1,270,805 shares of Class B common stock outstanding at December 25, 2022, and 15,109,747 shares of Class A common stock and 1,270,805 shares of Class B common stock issued and outstanding at December 26, 2021.

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.
v3.22.4
SHARE-BASED COMPENSATION
 12 Months Ended
Dec. 25, 2022
Equity [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 25, 2022 can be summarized as follows:
Number of SharesWeighted
Average
Exercise
Price		Weighted Average Remaining Contractual
Life (Years)
Stock options outstanding at December 26, 20212,791,785 $10.50 9.1
Grants243,180 $7.09 7.1
Forfeited(286,059)$11.66 6.2
Expired
— $— — 
Stock options outstanding at December 25, 20222,748,906 $10.06 8.3
Stock options exercisable at December 25, 20221,208,004 $7.75 7.8
The range of assumptions used in the Black-Scholes valuation model to value to options granted in 2022 are as follows:
Expected dividend yield
4.6% - 7.8%
Expected volatility84.2 %
Risk-free interest rate
1.3% - 4.0%
Expected term (in years)6.0
During the year ended December 25, 2022 the Company granted a total of 150,000 restricted shares of its common stock to five Board members. During the year ended December 26, 2021 the Company granted a total of 300,000 restricted shares of its common stock to three employees (collectively, the “Grant Shares”). The Grant Shares vest one-third each year on the anniversary date of the grant. The grantees are entitled to any common dividends relating to the Grant Shares during the vesting period. The Grant Shares were valued at $1.2 million and $2.8 million as of the date of grant, respectively. The related compensation expense will be recognized over the vesting period.
The Company recognized share-based compensation expense in the amount of $7.7 million and $1.6 million during the fiscal years ended December 25, 2022 and December 26, 2021, respectively. As of December 25, 2022, there remains $6.8 million of share-based compensation expense relating to non-vested grants, which will be recognized over the remaining vesting period, subject to future forfeitures.
v3.22.4
WARRANTS
 12 Months Ended
Dec. 25, 2022
Other Liabilities Disclosure [Abstract]  
WARRANTS WARRANTS
As of December 25, 2022, the Company had issued outstanding warrants to purchase shares of its Class A common stock as follows:
Issue DateNumber of Warrants OutstandingCommencement DateTermination DateExercise PriceValue at Grant Date (in thousands)
06/07/2018102,125 06/07/201806/07/2023$7.12 $87 
06/27/201825,530 06/27/201806/27/2023$7.12 $25 
07/03/201857,439 07/03/201807/03/2023$7.12 $58 
07/03/201822,230 07/03/201807/03/2023$6.54 $26 
06/19/201946,875 12/24/202006/19/2024$7.27  N/A (1)
10/03/201960 10/03/201910/03/2024$7.73 $— 
07/16/20201,318,349 12/24/202007/16/2025$3.76 $1,163 
07/16/202018,648 12/24/202007/16/2025$3.76 $64 
1,591,256 
(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 25, 2022 was as follows:
Number of
Shares		Weighted
Average
Exercise Price (1)		Weighted
Average
Remaining
Contractual
Life (Years)
Warrants outstanding at December 26, 20211,707,670 $4.72 3.2
Grants— $— — 
Exercised(34,714)$3.57 2.6
Cancelled(81,700)$13.35 — 
Warrants outstanding at December 25, 20221,591,256 $3.88 2.4
Warrants exercisable at December 25, 20221,591,256 $3.88 2.4
(1)Exercise price adjusted due to cash dividends and Class B stock dividend.
The Company’s warrant activity for the fiscal year ended December 26, 2021 was as follows:
Number of
Shares		Weighted
Average
Exercise Price		Weighted
Average
Remaining
Contractual
Life (Years)
Warrants outstanding at December 27, 20202,273,533 $5.68 4.3
Grants8,184 $3.76 3.6
Exercised(571,198)$3.85 3.5
Cancelled(2,849)$3.76 3.6
Warrants outstanding at December 26, 20211,707,670 $4.72 3.2
Warrants exercisable at December 26, 20211,707,670 $4.72 3.2
During the fiscal year ended December 25, 2022, a total of 34,714 warrants were exercised in exchange for 36,362 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
v3.22.4
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 25, 2022
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 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 will 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. On February 17, 2023, the Court granted the SLC’s motion to stay. 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 the lawsuit and any related litigation or settlements amounts, which may be time-consuming, result in significant expense and divert the attention and resources of our management. An unfavorable outcome may exceed coverage provided under our insurance policies, could have an adverse effect on our financial condition and results of operations and could harm our reputation.

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 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. To date, the Court has not issued a ruling on the Motion, nor has the Court issued a scheduling order in this matter. 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 the lawsuit and any related litigation or settlements amounts, which may be time-consuming, result in significant expense and divert the attention and resources of our management. An unfavorable outcome may exceed coverage provided under our insurance policies, could have an adverse effect on our financial condition and results of operations and could harm our reputation.

Robert J. Matthews, et al., v. FAT Brands, Inc., Andrew Wiederhorn, Ron Roe, Rebecca Hershinger and Ken Kuick (United States District Court for the Central District of California, Case No. 2:22-cv-01820)
On March 18, 2022, plaintiff Robert J. Matthews, a putative investor in the Company, filed a putative class action lawsuit against the Company, Andrew Wiederhorn, Ron Roe, Rebecca Hershinger and Ken Kuick, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), alleging that the defendants are responsible for false and misleading statements and omitted material facts in the Company’s reports filed with the SEC under the 1934 Act related to the LA Times story published on February 19, 2022 about the company and its management. The plaintiff alleges that the Company’s public statements wrongfully inflated the trading price of the Company’s common stock, preferred stock and warrants. On April 25, 2022, Kerry Chipman, a putative investor in the Company, filed a putative class action lawsuit against the Company, Andrew Wiederhorn, Ron Roe, Rebecca Hershinger and Ken Kuick in the United States District Court for the Central Division of California, asserting substantially the same claims as those made by Matthews in the above-referenced lawsuit. On May 2, 2022, the Court entered an order consolidating the actions filed by Matthews and
Chipman under the caption In re FAT Brands Inc. Securities Litigation. On June 13, 2022, the Court appointed plaintiff Robert Matthews as lead plaintiff and The Rosen Law Firm, P.A., as lead counsel in the consolidated action. Plaintiffs filed their Consolidated Amended Complaint on June 27, 2022. On July 19, 2022, the parties entered into a stipulation to stay the litigation so that they could engage in voluntary mediation. In August 2022, after mediation, the Company reached an agreement in principle to settle this matter for a cash payment by the Company of $2.5 million and issuance of $0.5 million in Class A common stock. The Stipulation of Settlement and other documents pertinent to the settlement, along with a motion for preliminary approval thereof, were filed with the court on September 23, 2022. The Court granted the motion for preliminary approval on November 8, 2022, and on January 31, 2023, plaintiffs moved for final approval of the settlement and certification of the settlement class. The hearing on the motion for final approval is set for February 28, 2023, at 9:00 am PT. Upon final approval by the court, the settlement will provide a full release of all claims by the settlement class members against all defendants, including the Company and the named officers and directors, will expressly deny any liability, wrongdoing or responsibility by any of the defendants, and will result in the dismissal of the litigation with prejudice.

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 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. Our Board of Directors has formed a Special Review Committee (the “SRC”) comprised of directors other than Mr. Wiederhorn to oversee a review of the issues raised by the U.S. Attorney and SEC investigations, reach findings and make a recommendation to the Board with respect to these matters. The SRC is authorized to review such documents and interview such persons, and retain legal counsel and other consultants on behalf of the Company, as the SRC deems necessary or appropriate to complete its review. 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. We believe that the Company is not currently a target of the U.S. Attorney’s investigation. 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.
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, and the matter is scheduled for trial for October 2023. The Company is unable to predict the ultimate outcome of this matter, however, reserves have been recorded on the balance sheet 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.
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 25, 2022, 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)
The Company's headquarters, including its principal administrative, sales and marketing, customer support, and research and development operations, are located in Beverly Hills, California, comprising approximately 13,000 square feet of space, pursuant to a lease that expires on September 29, 2025, as well as an additional approximately 3,000 square feet of space pursuant to a lease amendment that expires on February 29, 2024.

Our subsidiary, GFG Management, LLC, leases offices in Atlanta, Georgia comprising approximately 9,000 square feet under a lease expiring on March 1, 2023, and an approximately 16,000 square foot warehouse location under a lease expiring on May 31, 2024.
Our subsidiary, GAC Supply, LLC, owns and operates an approximately 40,000 square foot manufacturing and production facility in Atlanta, Georgia, 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 25, 2022, we owned and operated approximately 130 restaurant locations.
The Company believes that its existing facilities are in good operating condition and adequate to meet current and foreseeable needs. Additional information related to the Company’s operating leases are disclosed in Note 9.
v3.22.4
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES
 12 Months Ended
Dec. 25, 2022
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 25, 2022
Fiscal Year Ended December 26, 2021
United States$397.4 $108.6 
Other countries
9.8 10.3 
Total revenues
$407.2 $118.9 
Revenues are shown based on the geographic location of our licensee restaurants. All of our owned restaurant assets are located in the United States.
During the fiscal years ended December 25, 2022 and December 26, 2021, no individual franchisee accounted for more than 10% of the Company's revenues.
v3.22.4
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 25, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTSIn January 2023, the Company sold $40.0 million aggregate principal amount of secured debt as disclosed in Note 10.
v3.22.4
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
 12 Months Ended
Dec. 25, 2022
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 25, 2022
Dollars In Millions
Balance at
Beginning of
Period		Charged to
Costs and
Expenses		Deductions/ Recoveries/AcquisitionsBalance at
End of Period
Allowance for:
Trade notes and accounts receivable
$4.4 20.7 $— $25.1 
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 25, 2022
Accounting Policies [Abstract]  
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 53rd week is added to the fiscal year every 5 or 6 years, as will be 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. Both fiscal years 2022 and 2021 were 52-week years. Our revenues are derived from two sales channels, franchised restaurants and company owned locations, which we operate as one reportable segment.
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.
Financial statement reclassification Financial statement reclassification – Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
Credit and depository risks 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 25, 2022 and December 26, 2021, accounts receivable, net of allowance for doubtful accounts, totaled $23.9 million and $20.1 million, respectively, with no franchisee representing more than 10% of that amount.
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 $25.4 million and $24.7 million as of December 25, 2022 and December 26, 2021, respectively. Non-current restricted cash of $14.7 million and $18.5 million as of December 25, 2022 and December 26, 2021, 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 25, 2022 and December 26, 2021 accounts receivable was stated net of an allowance for doubtful accounts of $24.2 million and $3.5 million, respectively.
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 2022 the Company filed with the Internal Revenue Service credits totaling $22.0 million and, in accordance with IAS 20, fully reserved the amounts claimed until such time when it is determined that the Company has reasonable assurance that the credits will be realized.
Inventories 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 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 15.3 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 25, 2022, and December 26, 2021, there were no potentially dilutive securities considered in the calculation of diluted loss per common share due to net losses for each period.
Recently Issued Accounting Standards
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, and later amended the ASU in 2019, as described below. This guidance replaces the current 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 is 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 will have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are 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. Under the current SEC definitions, the Company meets the definition of an SRC and is adopting 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. The Company does not expect the adoption of this standard will have a material impact on its condensed consolidated financial statements.
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. Early adoption of the amendments is permitted if an entity has adopted the amendments in ASU 2016-13 described above, including adoption in an interim period. The Company will evaluate ASC No. 2022-02 and does not expect the adoption of this standard will have a material impact on its condensed consolidated financial statements.
v3.22.4
MERGERS AND ACQUISITIONS (Tables)
 12 Months Ended
Dec. 25, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The allocations relating to Fazoli's, Native Grill & Wings, Twin Peaks and GFG are as follows:
Fazoli'sNative Grill & WingsTwin PeaksGFG
Cash$9.6 $0.2 $14.9 $8.7 
Accounts receivable3.3 0.3 1.6 7.3 
Prepaids and other current assets1.8 0.1 2.8 3.8 
Notes receivable— — 1.5 — 
Other intangible assets, net83.3 14.7 165.4 348.3 
Goodwill53.4 5.3 105.1 120.2 
Right-of-use assets43.1 0.2 43.7 6.5 
Property, plant and equipment22.0 0.1 46.8 8.4 
Deferred tax asset, net— — 0.2 — 
Other assets0.3 — 0.5 1.2 
Accounts payable(5.8)— (5.2)(2.4)
Accrued expenses(7.4)(0.3)(6.4)(10.1)
Accrued advertising— (0.1)(3.5)(3.2)
Deferred income(1.5)(0.2)(3.6)(3.2)
Operating lease liability(48.8)(0.2)(44.7)(8.7)
Deferred tax liability, net(14.7)— — (31.4)
Other liabilities(0.5)— (8.8)(0.5)
Total net identifiable assets$138.1 $20.1 $310.3 $444.9 
Proforma Revenue and Net Loss
The table below presents the combined pro forma revenue and net loss of the Company and Fazoli's, Twin Peaks and GFG (the "Material Acquired Entities") for the year December 26, 2021, assuming the acquisition of the Material Acquired Entities had occurred on December 28, 2020 (the beginning of the Company’s 2021 fiscal year), pursuant to ASC 805-10-50 (in millions). Actual consolidated results are presented in the pro forma information for any period in which a Material Acquired Entity 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 the Material Acquired Entities occurred on this date nor does it purport to predict the results of operations for future periods.

Year Ended December 26, 2021
Revenue
$347.9 
Net loss
$28.8 
v3.22.4
REFRANCHISING (Tables)
 12 Months Ended
Dec. 25, 2022
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 25, 2022 and December 26, 2021 (in millions):
December 25, 2022December 26, 2021
Property, plant and equipment$0.7 $0.8 
Operating lease right-of-use assets4.1 4.7 
Total$4.8 $5.5 
Schedule of Gain on Refranchising Restaurant Costs and Expenses
The following table highlights the operating results of the Company’s refranchising program during 2022 and 2021 (in millions):
Twelve Months Ended
December 25, 2022		Twelve Months Ended
December 26, 2021
Restaurant costs and expenses, net of revenue$(4.2)$(3.0)
Gains on store sales or closures
— 2.7 
Refranchising loss
$(4.2)$(0.3)
v3.22.4
PROPERTY AND EQUIPMENT, NET (Tables)
 12 Months Ended
Dec. 25, 2022
Property, Plant and Equipment [Abstract]  
Changes in Carrying Value of Property and Equipment
As of December 25, 2022 and December 26, 2021, the Company's gross carrying value of property and equipment and accumulated depreciation balances were (in millions):
Total
20222021
Real estate$67.7 $60.5 
Equipment26.5 22.9 
  Total property and equipment, gross94.2 83.4 
Less: accumulated depreciation(15.0)(2.9)
  Total property and equipment, net$79.2 $80.5 
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
Dec. 25, 2022
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 25, 2022 and December 26, 2021 (in millions):
December 25, 2022December 26, 2021
Gross goodwill:
   Balance, beginning of year$296.8 $12.4 
   Acquired1.2 285.9 
   Adjustment to preliminary purchase price allocation(3.0)(1.5)
   Balance, end of year295.0 296.8 
Accumulated impairment:
   Balance, beginning of year(1.7)(1.4)
   Impairment— (0.3)
   Balance, end of year(1.7)(1.7)
Net carrying value$293.3 $295.1 
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 25, 2022 and December 26, 2021 are as follows (in millions):
AmortizingNon-AmortizingTotal
202220212022202120222021
Balance, beginning of year$175.6 $12.6 $477.2 $35.1 $652.8 $47.7 
   Impairment— — (14.0)(0.8)(14.0)(0.8)
   Amortization expense(14.9)(6.0)— — (14.9)(6.0)
   Acquisitions1.7 169.0 — 442.9 1.7 611.9 
   Adjustment to preliminary purchase price allocation(0.3)— — — (0.3)— 
Balance, end of year$162.1 $175.6 $463.2 $477.2 $625.3 $652.8 
Schedule of Changes in Carrying Value of Amortizing Intangible Assets
The carrying value of amortizing other intangible assets is as follows as of December 25, 2022 and December 26, 2021 (in millions):
December 25, 2022
December 26, 2021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortizing intangible assets
    Franchise agreements$109.2 $(14.8)$94.4 $109.4 $(5.7)$103.7 
    Customer relationships 73.9 (8.1)65.8 73.9 (2.4)71.5 
    Other 2.1 (0.2)1.9 0.4 — 0.4 
Balance, end of year$185.2 $(23.1)$162.1 $183.7 $(8.1)$175.6 
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:
2023$15.0 
202414.7 
202514.5 
202614.5 
202714.4 
Thereafter
89.0 
Total
$162.1 
v3.22.4
DEFERRED INCOME (Tables)
 12 Months Ended
Dec. 25, 2022
Contract with Customer, Liability [Abstract]  
Schedule of Deferred Income
Deferred income is as follows (in millions):
December 25, 2022December 26, 2021
Deferred franchise fees$23.5 $19.8 
Deferred royalties— 0.2 
Deferred vendor incentives
0.2 0.3
Total
$23.7 $20.3 
v3.22.4
INCOME TAXES (Tables)
 12 Months Ended
Dec. 25, 2022
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Provision (Benefit), Net
Components of the income tax provision (benefit), net are as follows (in millions):
Fiscal Year Ended December 25, 2022Fiscal Year Ended December 26, 2021
Current
Federal$— $— 
State
0.4 1.0 
Foreign
1.00.8 
1.4 1.8
Deferred
Federal
8.2 (5.1)
State
9.2 (0.2)
17.4 (5.3)
Total income tax provision (benefit)
$18.8 $(3.5)
Schedule of Effective Income Tax Rate Reconciliation
Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate to pretax income as follows (in millions):
Fiscal Year Ended December 25, 2022Fiscal Year Ended December 26, 2021
Tax benefit at statutory rate$(22.5)$(7.4)
State and local income taxes(0.7)0.6 
State and federal valuation allowances36.4 1.5 
162(m) limitation1.3 0.2 
Foreign taxes0.8 0.6 
Tax credits0.5 0.5 
Nondeductible interest expense2.2 0.5 
Other
0.8 — 
Total income tax provision (benefit)
$18.8 $(3.5)
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 25, 2022December 26, 2021
Deferred tax assets (liabilities), net
Net federal and state operating loss carryforwards$47.9 $43.8 
Deferred revenue
4.9 4.1 
Intangibles(92.6)(86.2)
Deferred state income tax
1.8 0.6 
Reserves and accruals6.6 7.3 
Interest expense carryforward
43.9 22.4 
Tax credits0.1 0.1 
Share-based compensation
2.8 0.9 
Fixed assets
(4.4)(2.9)
Operating lease right-of-use assets(26.0)(23.9)
Operating lease liabilities
28.5 26.1 
Valuation allowance(40.6)(5.2)
Other
(0.1)— 
Total
$(27.2)$(12.9)
v3.22.4
LEASES (Tables)
 12 Months Ended
Dec. 25, 2022
Leases [Abstract]  
Summary 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 25,
2022		December 26,
2021
Operating lease right-of-use assets$101.1 $98.6 
Right of use assets classified as held-for-sale4.1 4.7 
Total right-of-use assets$105.2 $103.3 
Operating lease liabilities$110.4 $107.3 
Lease liabilities related to assets held-for-sale4.1 4.8 
Total operating lease liabilities$114.5 $112.1 
Contractual Future Maturities of Operating Lease Liabilities
The contractual future maturities of the Company’s operating lease liabilities as of December 25, 2022, including anticipated lease extensions, are as follows (in millions):
Fiscal year:
2023$17.1 
202416.1 
202515.5 
202614.1 
202713.9 
Thereafter
162.8 
Total lease payments239.5 
Less imputed interest
125.0 
Total
$114.5 
Summary of Supplemental Cash Flow Information Related to Leases
Supplemental cash flow information for the fiscal years ended December 25, 2022 and December 26, 2021 related to leases is as follows (in millions):
20222021
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases$16.4 $5.7 
Operating lease right-of-use assets obtained in exchange for new lease obligations:
Operating lease liabilities$7.7 $105.6 
v3.22.4
DEBT (Tables)
 12 Months Ended
Dec. 25, 2022
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consisted of the following (in millions):
December 25, 2022December 26, 2021
Final MaturityAnticipated Call DateRateFace ValueBook ValueBook Value
Senior Debt
FB Royalty Securitization4/25/20517/25/20234.75%$139.8 $135.3 $95.4 
GFG Royalty Securitization7/25/20517/25/20236.00%234.0 228.9 205.6 
Twin Peaks Securitization7/25/20517/25/20237.00%150.0 147.5 146.8 
Fazoli's/Native Securitization7/25/20517/25/20236.00%128.8 124.8 122.8 
Senior Subordinated Debt
FB Royalty Securitization4/25/20517/25/20238.00%46.6 45.2 31.8 
GFG Royalty Securitization7/25/20517/25/20237.00%84.0 82.0 81.5 
Twin Peaks Securitization7/25/20517/25/20239.00%50.0 47.3 46.6 
Fazoli's/Native Securitization7/25/20517/25/20237.00%25.0 23.5 22.7 
Subordinated Debt
FB Royalty Securitization4/25/20517/25/20239.00%34.6 32.1 14.1 
GFG Royalty Securitization7/25/20517/25/20239.50%57.0 53.5 52.6 
Twin Peaks Securitization7/25/20517/25/202310.00%50.0 45.5 44.2 
Fazoli's/Native Securitization7/25/20517/25/20239.00%40.0 37.0 35.2 
Total Securitized Debt1,039.8 1,002.6 899.3 
Elevation Note7/19/2026N/A6.00%4.3 3.9 5.6 
Equipment Notes
5/5/2027 to 3/7/2029
N/A
7.99% to 8.49%
1.3 1.3 — 
Twin Peaks Construction Loan
8/5/2023 with One Six-Month Extension
N/A8.00%0.4 0.4 — 
Total debt$1,045.8 1,008.2 904.9 
Current portion of long-term debt(49.6)(0.6)
Long-term debt$958.6 $904.3 
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 DateClassSeniorityPrincipal BalanceCouponFinal Legal Maturity Date
7/6/2022A-2Senior$42.74.75%7/25/2051
7/6/2022B-2Senior Subordinated$14.28.00%7/25/2051
7/6/2022M-2Subordinated$19.69.00%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 DateClassSeniorityPrincipal BalanceCouponFinal Legal Maturity Date
12/13/2022A-2Senior$67.86.00%7/25/2051
12/13/2022B-2Senior Subordinated$20.27.00%7/25/2051
12/13/2022M-2Subordinated$25.59.50%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 YearLong-Term DebtRedeemable Preferred Stock (Note 12)
2023$49.6 $91.8 
2024$21.2 $— 
2025$21.4 $— 
2026$21.0 $— 
2027$20.2 $— 
v3.22.4
SHARE-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 25, 2022
Equity [Abstract]  
Schedule of Stock Option Activity The Company’s stock option activity for fiscal year ended December 25, 2022 can be summarized as follows:
Number of SharesWeighted
Average
Exercise
Price		Weighted Average Remaining Contractual
Life (Years)
Stock options outstanding at December 26, 20212,791,785 $10.50 9.1
Grants243,180 $7.09 7.1
Forfeited(286,059)$11.66 6.2
Expired
— $— — 
Stock options outstanding at December 25, 20222,748,906 $10.06 8.3
Stock options exercisable at December 25, 20221,208,004 $7.75 7.8
Schedule of Assumptions Used for Stock-based Compensation
The range of assumptions used in the Black-Scholes valuation model to value to options granted in 2022 are as follows:
Expected dividend yield
4.6% - 7.8%
Expected volatility84.2 %
Risk-free interest rate
1.3% - 4.0%
Expected term (in years)6.0
v3.22.4
WARRANTS (Tables)
 12 Months Ended
Dec. 25, 2022
Other Liabilities Disclosure [Abstract]  
Summary of Warrant Activity
As of December 25, 2022, the Company had issued outstanding warrants to purchase shares of its Class A common stock as follows:
Issue DateNumber of Warrants OutstandingCommencement DateTermination DateExercise PriceValue at Grant Date (in thousands)
06/07/2018102,125 06/07/201806/07/2023$7.12 $87 
06/27/201825,530 06/27/201806/27/2023$7.12 $25 
07/03/201857,439 07/03/201807/03/2023$7.12 $58 
07/03/201822,230 07/03/201807/03/2023$6.54 $26 
06/19/201946,875 12/24/202006/19/2024$7.27  N/A (1)
10/03/201960 10/03/201910/03/2024$7.73 $— 
07/16/20201,318,349 12/24/202007/16/2025$3.76 $1,163 
07/16/202018,648 12/24/202007/16/2025$3.76 $64 
1,591,256 
(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 25, 2022 was as follows:
Number of
Shares		Weighted
Average
Exercise Price (1)		Weighted
Average
Remaining
Contractual
Life (Years)
Warrants outstanding at December 26, 20211,707,670 $4.72 3.2
Grants— $— — 
Exercised(34,714)$3.57 2.6
Cancelled(81,700)$13.35 — 
Warrants outstanding at December 25, 20221,591,256 $3.88 2.4
Warrants exercisable at December 25, 20221,591,256 $3.88 2.4
(1)Exercise price adjusted due to cash dividends and Class B stock dividend.
The Company’s warrant activity for the fiscal year ended December 26, 2021 was as follows:
Number of
Shares		Weighted
Average
Exercise Price		Weighted
Average
Remaining
Contractual
Life (Years)
Warrants outstanding at December 27, 20202,273,533 $5.68 4.3
Grants8,184 $3.76 3.6
Exercised(571,198)$3.85 3.5
Cancelled(2,849)$3.76 3.6
Warrants outstanding at December 26, 20211,707,670 $4.72 3.2
Warrants exercisable at December 26, 20211,707,670 $4.72 3.2
Schedule of Outstanding Warrants
As of December 25, 2022, the Company had issued outstanding warrants to purchase shares of its Class A common stock as follows:
Issue DateNumber of Warrants OutstandingCommencement DateTermination DateExercise PriceValue at Grant Date (in thousands)
06/07/2018102,125 06/07/201806/07/2023$7.12 $87 
06/27/201825,530 06/27/201806/27/2023$7.12 $25 
07/03/201857,439 07/03/201807/03/2023$7.12 $58 
07/03/201822,230 07/03/201807/03/2023$6.54 $26 
06/19/201946,875 12/24/202006/19/2024$7.27  N/A (1)
10/03/201960 10/03/201910/03/2024$7.73 $— 
07/16/20201,318,349 12/24/202007/16/2025$3.76 $1,163 
07/16/202018,648 12/24/202007/16/2025$3.76 $64 
1,591,256 
(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 25, 2022 was as follows:
Number of
Shares		Weighted
Average
Exercise Price (1)		Weighted
Average
Remaining
Contractual
Life (Years)
Warrants outstanding at December 26, 20211,707,670 $4.72 3.2
Grants— $— — 
Exercised(34,714)$3.57 2.6
Cancelled(81,700)$13.35 — 
Warrants outstanding at December 25, 20221,591,256 $3.88 2.4
Warrants exercisable at December 25, 20221,591,256 $3.88 2.4
(1)Exercise price adjusted due to cash dividends and Class B stock dividend.
The Company’s warrant activity for the fiscal year ended December 26, 2021 was as follows:
Number of
Shares		Weighted
Average
Exercise Price		Weighted
Average
Remaining
Contractual
Life (Years)
Warrants outstanding at December 27, 20202,273,533 $5.68 4.3
Grants8,184 $3.76 3.6
Exercised(571,198)$3.85 3.5
Cancelled(2,849)$3.76 3.6
Warrants outstanding at December 26, 20211,707,670 $4.72 3.2
Warrants exercisable at December 26, 20211,707,670 $4.72 3.2
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
v3.22.4
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES (Tables)
 12 Months Ended
Dec. 25, 2022
Geographic Information And Major Franchisees  
Schedule of Revenues by Geographic Area
Revenues by geographic area are as follows (in millions):
Fiscal Year Ended December 25, 2022
Fiscal Year Ended December 26, 2021
United States$397.4 $108.6 
Other countries
9.8 10.3 
Total revenues
$407.2 $118.9 
v3.22.4
ORGANIZATION AND RELATIONSHIPS - Narrative (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Jul. 22, 2021
USD ($)
Jan. 31, 2023
USD ($)
Dec. 25, 2022
USD ($)
location
Dec. 25, 2022
USD ($)
segment
franchise
location
Dec. 26, 2021
USD ($)
Oct. 20, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Initial public offering percentage           20.00%
Number of franchise brands | franchise       17    
Number of stores | location     2,300 2,300    
Percent of total restaurants franchised     95.00% 95.00%    
Number of operating segments | segment       1    
(Loss) income from operations       $ (17,904) $ 824  
Accumulated deficit     $ (178,667) (178,667) (52,479)  
Working capital     (171,300) (171,300)    
Current portion of redeemable preferred stock     91,836 91,836 67,500  
Cash     28,668 28,668 $ 56,656  
GFG Royalty Securitization            
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Proceeds from issuance of debt $ 338,900   22,300 364,400    
Debt Instrument [Line Items]            
Proceeds from issuance of debt $ 338,900   $ 22,300 $ 364,400    
GFG Royalty Securitization | Subsequent Event            
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Proceeds from issuance of debt   $ 34,800        
Debt Instrument [Line Items]            
Proceeds from issuance of debt   $ 34,800        
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
USD ($)
segment
Dec. 26, 2021
USD ($)
Summary Of Significant Accounting Policies [Line Items]    
Number of reportable segments | segment 1  
Accounts receivable, net of allowance for doubtful accounts $ 23,880 $ 20,084
Restricted cash 25,375 24,740
Non-current restricted cash 14,720 18,525
Accounts receivable, allowance for doubtful accounts 24,200 $ 3,500
Employee retention benefit $ 22,000  
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 15 years 3 months 18 days  
Royalty fee percentage 7.00%  
v3.22.4
MERGERS AND ACQUISITIONS - Narrative (Details)
$ in Millions
 12 Months Ended
Jul. 22, 2021
USD ($)
brand
location
country
Dec. 25, 2022
franchise
location
May 24, 2022
USD ($)
cafe
Dec. 15, 2021
USD ($)
franchise
state
Oct. 01, 2021
USD ($)
Business Acquisition [Line Items]          
Number of stores | location   2,300      
Number of franchise brands | franchise   17      
Nestle Toll House Cafe by Chip          
Business Acquisition [Line Items]          
Number of stores | cafe     85    
Net identifiable assets     $ 1.8    
Fazoli Holdings, LLC          
Business Acquisition [Line Items]          
Number of stores | franchise       210  
Net identifiable assets       $ 138.1  
Number of states in which entity operates | state       26  
Native Wings          
Business Acquisition [Line Items]          
Number of stores | franchise       22  
Net identifiable assets       $ 20.1  
Twin Peaks Buyer, LLC          
Business Acquisition [Line Items]          
Net identifiable assets         $ 310.3
GFG Holdings Inc          
Business Acquisition [Line Items]          
Number of stores | location 1,415        
Net identifiable assets $ 444.9        
Number of states in which entity operates | country 8        
Number of franchise brands | brand 5        
v3.22.4
MERGERS AND ACQUISITIONS - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 25, 2022
Dec. 26, 2021
Dec. 15, 2021
Oct. 01, 2021
Jul. 22, 2021
Business Acquisition [Line Items]          
Goodwill $ 293,282 $ 295,128      
Fazoli's          
Business Acquisition [Line Items]          
Cash     $ 9,600    
Accounts receivable     3,300    
Prepaids and other current assets     1,800    
Notes receivable     0    
Other intangible assets, net     83,300    
Goodwill     53,400    
Right-of-use assets     43,100    
Property, plant and equipment     22,000    
Deferred tax asset, net     0    
Other assets     300    
Accounts payable     (5,800)    
Accrued expenses     (7,400)    
Accrued advertising     0    
Deferred income     (1,500)    
Operating lease liability     (48,800)    
Deferred tax liability, net     (14,700)    
Other liabilities     (500)    
Total net identifiable assets     138,100    
Native Grill & Wings          
Business Acquisition [Line Items]          
Cash     200    
Accounts receivable     300    
Prepaids and other current assets     100    
Notes receivable     0    
Other intangible assets, net     14,700    
Goodwill     5,300    
Right-of-use assets     200    
Property, plant and equipment     100    
Deferred tax asset, net     0    
Other assets     0    
Accounts payable     0    
Accrued expenses     (300)    
Accrued advertising     (100)    
Deferred income     (200)    
Operating lease liability     (200)    
Deferred tax liability, net     0    
Other liabilities     0    
Total net identifiable assets     $ 20,100    
Twin Peaks          
Business Acquisition [Line Items]          
Cash       $ 14,900  
Accounts receivable       1,600  
Prepaids and other current assets       2,800  
Notes receivable       1,500  
Other intangible assets, net       165,400  
Goodwill       105,100  
Right-of-use assets       43,700  
Property, plant and equipment       46,800  
Deferred tax asset, net       200  
Other assets       500  
Accounts payable       (5,200)  
Accrued expenses       (6,400)  
Accrued advertising       (3,500)  
Deferred income       (3,600)  
Operating lease liability       (44,700)  
Deferred tax liability, net       0  
Other liabilities       (8,800)  
Total net identifiable assets       $ 310,300  
GFG          
Business Acquisition [Line Items]          
Cash         $ 8,700
Accounts receivable         7,300
Prepaids and other current assets         3,800
Notes receivable         0
Other intangible assets, net         348,300
Goodwill         120,200
Right-of-use assets         6,500
Property, plant and equipment         8,400
Deferred tax asset, net         0
Other assets         1,200
Accounts payable         (2,400)
Accrued expenses         (10,100)
Accrued advertising         (3,200)
Deferred income         (3,200)
Operating lease liability         (8,700)
Deferred tax liability, net         (31,400)
Other liabilities         (500)
Total net identifiable assets         $ 444,900
v3.22.4
MERGERS AND ACQUISITIONS - Pro Forma Revenue and Net Loss (Details)
$ in Millions
 12 Months Ended
Dec. 26, 2021
USD ($)
Business Combination and Asset Acquisition [Abstract]  
Revenue $ 347.9
Net loss $ 28.8
v3.22.4
REFRANCHISING - Schedule of Assets Classified as Held for Sale (Details) - USD ($)
$ in Thousands
Dec. 25, 2022
Dec. 26, 2021
Refranchising    
Property, plant and equipment $ 700 $ 800
Operating lease right-of-use assets 4,100 4,700
Total $ 4,767 $ 5,476
v3.22.4
REFRANCHISING - Narrative (Details) - USD ($)
$ in Thousands
Dec. 25, 2022
Dec. 26, 2021
Refranchising    
Operating lease liabilities related to the assets classified as held for sale $ 4,084 $ 4,780
v3.22.4
REFRANCHISING - Schedule of Gain on Refranchising Restaurant Costs and Expenses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Statement [Line Items]    
Refranchising loss $ (4,178) $ (314)
Restaurant sales | Assets classified as held for sale    
Statement [Line Items]    
Restaurant costs and expenses, net of revenue (4,200) (3,000)
Gains on store sales or closures $ 0 $ 2,700
v3.22.4
PROPERTY AND EQUIPMENT, NET - Carrying Value of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 25, 2022
Dec. 26, 2021
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 94,200 $ 83,400
Less: accumulated depreciation (15,000) (2,900)
Total property and equipment, net 79,189 80,501
Real estate    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 67,700 60,500
Equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 26,500 $ 22,900
v3.22.4
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Property, Plant and Equipment [Abstract]    
Depreciation $ (12,100) $ (2,600)
Impairment expense $ 500 $ 0
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Gross goodwill:    
Balance, beginning of year $ 296,800 $ 12,400
Acquired 1,200 285,900
Adjustment to preliminary purchase price allocation (3,000) (1,500)
Balance, end of year 295,000 296,800
Accumulated impairment:    
Balance, beginning of year (1,700) (1,400)
Impairment 0 (300)
Balance, end of year (1,700) (1,700)
Net carrying value $ 293,282 $ 295,128
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
Goodwill impairment $ 0.0 $ 0.3
Indefinite-Lived Intangible Assets [Line Items]    
Impairment of non-amortizing intangibles $ 14.0 $ 0.8
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 $ 14.0 $ 0.8
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Changes in Carrying Value of Other Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Amortizing    
Balance, beginning of year $ 175,600 $ 12,600
Impairment 0 0
Amortization expense (14,900) (6,000)
Acquisitions 1,700 169,000
Adjustment to preliminary purchase price allocation (300)  
Balance, end of year 162,100 175,600
Non-Amortizing    
Balance, beginning of year 477,200 35,100
Impairment (14,000) (800)
Acquisitions 0 442,900
Balance, end of year 463,200 477,200
Total    
Balance, beginning of year 652,788 47,700
Impairment (14,000) (800)
Acquisitions 1,700 611,900
Balance, end of year $ 625,294 $ 652,788
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Changes in Carrying Value of Amortizing Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 25, 2022
Dec. 26, 2021
Dec. 27, 2020
Goodwill [Line Items]      
Gross Carrying Amount $ 185.2 $ 183.7  
Accumulated Amortization (23.1) (8.1)  
Total 162.1 175.6 $ 12.6
Franchise agreements      
Goodwill [Line Items]      
Gross Carrying Amount 109.2 109.4  
Accumulated Amortization (14.8) (5.7)  
Total 94.4 103.7  
Customer relationships      
Goodwill [Line Items]      
Gross Carrying Amount 73.9 73.9  
Accumulated Amortization (8.1) (2.4)  
Total 65.8 71.5  
Other      
Goodwill [Line Items]      
Gross Carrying Amount 2.1 0.4  
Accumulated Amortization (0.2) 0.0  
Total $ 1.9 $ 0.4  
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Millions
Dec. 25, 2022
Dec. 26, 2021
Dec. 27, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
2023 $ 15.0    
2024 14.7    
2025 14.5    
2026 14.5    
2027 14.4    
Thereafter 89.0    
Total $ 162.1 $ 175.6 $ 12.6
v3.22.4
DEFERRED INCOME - Schedule of Deferred Income (Details) - USD ($)
$ in Millions
Dec. 25, 2022
Dec. 26, 2021
Contract with Customer, Liability [Abstract]    
Deferred franchise fees $ 23.5 $ 19.8
Deferred royalties 0.0 0.2
Deferred vendor incentives 0.2 0.3
Total $ 23.7 $ 20.3
v3.22.4
INCOME TAXES - Schedule of Components of the Income Tax Provision (Benefit), Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Current    
Federal $ 0 $ 0
State 400 1,000
Foreign 1,000 800
Current income tax expense (benefit), total 1,400 1,800
Deferred    
Federal 8,200 (5,100)
State 9,200 (200)
Deferred: income tax expense (benefit), total 17,400 (5,300)
Total income tax provision (benefit) $ 18,810 $ (3,537)
v3.22.4
INCOME TAXES - Schedule of Statutory Income Tax Rate to Pretax Income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Income Tax Disclosure [Abstract]    
Tax benefit at statutory rate $ (22,500) $ (7,400)
State and local income taxes (700) 600
State and federal valuation allowances 36,400 1,500
162(m) limitation 1,300 200
Foreign taxes 800 600
Tax credits 500 500
Nondeductible interest expense 2,200 500
Other 800 0
Total income tax provision (benefit) $ 18,810 $ (3,537)
v3.22.4
INCOME TAXES - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 25, 2022
Dec. 26, 2021
Income Tax Disclosure [Abstract]    
Net federal and state operating loss carryforwards $ 47,900 $ 43,800
Deferred revenue 4,900 4,100
Intangibles (92,600) (86,200)
Deferred state income tax 1,800 600
Reserves and accruals 6,600 7,300
Interest expense carryforward 43,900 22,400
Tax credits 100 100
Share-based compensation 2,800 900
Fixed assets (4,400) (2,900)
Operating lease right-of-use assets (26,000) (23,900)
Operating lease liabilities 28,500 26,100
Valuation allowance (40,600) (5,200)
Other (100) 0
Total $ (27,181) $ (12,921)
v3.22.4
INCOME TAXES - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Income Tax Disclosure [Line Items]    
Valuation allowance $ 40.6 $ 5.2
Increase in valuation allowance 35.4 4.7
Tax credits 0.1 0.1
Domestic Tax Authority    
Income Tax Disclosure [Line Items]    
Net operating loss carryforwards 176.9 159.3
State and Local Jurisdiction    
Income Tax Disclosure [Line Items]    
Net operating loss carryforwards $ 133.5 $ 134.1
v3.22.4
LEASES - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 25, 2022
USD ($)
lease
Dec. 26, 2021
USD ($)
Lessee, Lease, Description [Line Items]    
Number of leased properties | lease 136  
Lease expense | $ $ 18.8 $ 6.3
Weighted average remaining lease term 15 years 10 months 24 days  
Weighted average discount rate 9.40%  
Minimum    
Lessee, Lease, Description [Line Items]    
Remaining lease term 1 month  
Maximum    
Lessee, Lease, Description [Line Items]    
Remaining lease term 23 years 10 months 24 days  
v3.22.4
LEASES - Summary of Operating Lease Right of Use Assets and Operating Lease Liabilities Relating to Operating Leases (Details) - USD ($)
$ in Millions
Dec. 25, 2022
Dec. 26, 2021
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets $ 105.2 $ 103.3
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 $ 114.5 $ 112.1
Continuing Operations    
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets 101.1 98.6
Operating lease liabilities 110.4 107.3
Held-for-sale    
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets 4.1 4.7
Operating lease liabilities $ 4.1 $ 4.8
v3.22.4
LEASES - Schedule of Contractual Future Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Millions
Dec. 25, 2022
Dec. 26, 2021
Leases [Abstract]    
2023 $ 17.1  
2024 16.1  
2025 15.5  
2026 14.1  
2027 13.9  
Thereafter 162.8  
Total lease payments 239.5  
Less imputed interest 125.0  
Operating lease liabilities $ 114.5 $ 112.1
v3.22.4
LEASES - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Leases [Abstract]    
Operating cash flows from operating leases $ 16.4 $ 5.7
Operating lease liabilities $ 7.7 $ 105.6
v3.22.4
DEBT - Long-term Debt (Details) - USD ($)
 12 Months Ended
Dec. 05, 2022
Dec. 25, 2022
Dec. 15, 2022
Oct. 21, 2022
Sep. 25, 2022
Jul. 06, 2022
Jun. 30, 2022
Dec. 26, 2021
Dec. 15, 2021
Oct. 01, 2021
Jul. 22, 2021
Apr. 26, 2021
Debt Instrument [Line Items]                        
Face Value   $ 1,045,800,000                    
Book Value   1,008,200,000           $ 904,900,000        
Current portion of long-term debt   (49,611,000)           (631,000)        
Long-term debt, net of current portion   $ 958,630,000           904,265,000        
FB Royalty Securitization                        
Debt Instrument [Line Items]                        
Face Value       $ 46,500,000 $ 30,000,000 $ 76,500,000           $ 144,500,000
GFG Royalty Securitization                        
Debt Instrument [Line Items]                        
Face Value     $ 113,500,000               $ 350,000,000  
Twin Peaks Securitization                        
Debt Instrument [Line Items]                        
Face Value                   $ 250,000,000    
Fazoli's/Native Securitization                        
Debt Instrument [Line Items]                        
Face Value                 $ 193,800,000      
Elevation Note                        
Debt Instrument [Line Items]                        
Face Value             $ 6,500,000          
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   $ 139,800,000       $ 42,700,000            
Book Value   $ 135,300,000           95,400,000        
Senior Debt | GFG Royalty Securitization                        
Debt Instrument [Line Items]                        
Rate   6.00% 6.00%                  
Face Value   $ 234,000,000.0 $ 67,800,000                  
Book Value   $ 228,900,000           205,600,000        
Senior Debt | Twin Peaks Securitization                        
Debt Instrument [Line Items]                        
Rate   7.00%                    
Face Value   $ 150,000,000.0                    
Book Value   $ 147,500,000           146,800,000        
Senior Debt | Fazoli's/Native Securitization                        
Debt Instrument [Line Items]                        
Rate   6.00%                    
Face Value   $ 128,800,000                    
Book Value   $ 124,800,000           122,800,000        
Senior Subordinated Debt | FB Royalty Securitization                        
Debt Instrument [Line Items]                        
Rate   8.00%       8.00%            
Face Value   $ 46,600,000       $ 14,200,000            
Book Value   $ 45,200,000           31,800,000        
Senior Subordinated Debt | GFG Royalty Securitization                        
Debt Instrument [Line Items]                        
Rate   7.00% 7.00%                  
Face Value   $ 84,000,000.0 $ 20,200,000                  
Book Value   $ 82,000,000.0           81,500,000        
Senior Subordinated Debt | Twin Peaks Securitization                        
Debt Instrument [Line Items]                        
Rate   9.00%                    
Face Value   $ 50,000,000.0                    
Book Value   $ 47,300,000           46,600,000        
Senior Subordinated Debt | Fazoli's/Native Securitization                        
Debt Instrument [Line Items]                        
Rate   7.00%                    
Face Value   $ 25,000,000.0                    
Book Value   $ 23,500,000           22,700,000        
Subordinated Debt | FB Royalty Securitization                        
Debt Instrument [Line Items]                        
Rate   9.00%       9.00%            
Face Value   $ 34,600,000       $ 19,600,000            
Book Value   $ 32,100,000           14,100,000        
Subordinated Debt | GFG Royalty Securitization                        
Debt Instrument [Line Items]                        
Rate   9.50% 9.50%                  
Face Value   $ 57,000,000.0 $ 25,500,000                  
Book Value   $ 53,500,000           52,600,000        
Subordinated Debt | Twin Peaks Securitization                        
Debt Instrument [Line Items]                        
Rate   10.00%                    
Face Value   $ 50,000,000.0                    
Book Value   $ 45,500,000           44,200,000        
Subordinated Debt | Fazoli's/Native Securitization                        
Debt Instrument [Line Items]                        
Rate   9.00%                    
Face Value   $ 40,000,000.0                    
Book Value   37,000,000.0           35,200,000        
Securitized Debt                        
Debt Instrument [Line Items]                        
Face Value   1,039,800,000                    
Book Value   $ 1,002,600,000           899,300,000        
Notes Payable | Elevation Note                        
Debt Instrument [Line Items]                        
Rate   6.00%                    
Face Value   $ 4,300,000                    
Book Value   3,900,000           5,600,000        
Notes Payable | Equipment Notes                        
Debt Instrument [Line Items]                        
Face Value   1,300,000                    
Book Value   $ 1,300,000           0        
Notes Payable | Equipment Notes | Minimum                        
Debt Instrument [Line Items]                        
Rate   7.99%                    
Notes Payable | Equipment Notes | Maximum                        
Debt Instrument [Line Items]                        
Rate   8.49%                    
Construction Loan | Twin Peaks Construction Loan                        
Debt Instrument [Line Items]                        
Rate 8.00% 8.00%                    
Face Value $ 4,500,000 $ 400,000                    
Book Value   $ 400,000           $ 0        
Debt term extension period 3 months 6 months                    
v3.22.4
DEBT - Narrative (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Oct. 23, 2023
Dec. 05, 2022
Oct. 21, 2022
Dec. 15, 2021
Nov. 01, 2021
Oct. 01, 2021
Aug. 25, 2021
Jul. 22, 2021
Jun. 22, 2021
Apr. 26, 2021
Jul. 13, 2020
Jan. 31, 2023
Jun. 30, 2022
Dec. 25, 2022
Sep. 25, 2022
Dec. 25, 2022
Dec. 26, 2021
Dec. 27, 2020
Dec. 15, 2022
Oct. 20, 2022
Jul. 06, 2022
Jun. 19, 2019
Debt Instrument [Line Items]                                            
Face amount of debt                           $ 1,045,800,000   $ 1,045,800,000            
Gain (loss) on extinguishment of debt             $ (1,200,000)                 0 $ (7,637,000)          
Principal amount, net of offering costs and original issue discount                           $ 1,008,200,000   $ 1,008,200,000 $ 904,900,000          
Preferred stock, outstanding (in shares)                           3,252,154   3,252,154 3,221,471          
Common stock, par value (in dollars per share)                           $ 0.0001   $ 0.0001 $ 0.0001          
Elevation Burger                                            
Debt Instrument [Line Items]                                            
Face amount of debt                                           $ 7,500,000
Deferred offering costs                                           100,000
Unamortized discount                                           $ 1,300,000
Debt, interest rate percentage                                           6.00%
Common stock, par value (in dollars per share)                                           $ 12.00
Notes payable                                           $ 6,100,000
Twin Peaks                                            
Debt Instrument [Line Items]                                            
Debt, interest rate percentage                           10.00%   10.00%            
Twin Peaks | Exchange Arrangement One                                            
Debt Instrument [Line Items]                                            
Option muitiplier                           0.86   0.86            
Twin Peaks | Exchange Arrangement Two                                            
Debt Instrument [Line Items]                                            
Option muitiplier                           0.94   0.94            
Twin Peaks | Exchange Arrangement Three                                            
Debt Instrument [Line Items]                                            
Option muitiplier                           0.91   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)     1,821,831                                      
Dividend rate on preferred stock     8.25%                                      
Preferred stock redemption price (in dollars per share)     $ 23.69                                      
Preferred stock, outstanding (in shares)                                       2,847,393    
Secured Debt                                            
Debt Instrument [Line Items]                                            
Face amount of debt     $ 46,500,000                                      
Principal amount, net of offering costs and original issue discount     43,200,000                                      
Secured Debt | Subsequent Event                                            
Debt Instrument [Line Items]                                            
Face amount of debt                       $ 40,000,000                    
FB Royalty Securitization                                            
Debt Instrument [Line Items]                                            
Proceeds from issuance of debt                   $ 140,800,000           $ 212,700,000            
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              
Interest expense                               11,300,000            
Amortization of debt offering costs                               600,000            
Amortization of original issue discount                               $ 600,000            
Debt instrument interest rate                           6.30%   6.30%            
GFG Royalty Securitization                                            
Debt Instrument [Line Items]                                            
Proceeds from issuance of debt               $ 338,900,000           $ 22,300,000   $ 364,400,000            
Face amount of debt               350,000,000                     $ 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                               26,100,000            
Amortization of debt offering costs                               1,200,000            
Amortization of original issue discount                               $ 1,100,000            
Debt instrument interest rate                           7.50%   7.50%            
GFG Royalty Securitization | Subsequent Event                                            
Debt Instrument [Line Items]                                            
Proceeds from issuance of debt                       34,800,000                    
Face amount of debt                       $ 40,000,000                    
Twin Peaks Securitization                                            
Debt Instrument [Line Items]                                            
Proceeds from issuance of debt           $ 236,900,000                   $ 240,400,000            
Face amount of debt           250,000,000                                
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                               22,800,000            
Amortization of debt offering costs                               1,600,000            
Amortization of original issue discount                               $ 1,100,000            
Debt instrument interest rate                           9.10%   9.10%            
Fazoli's/Native Securitization                                            
Debt Instrument [Line Items]                                            
Proceeds from issuance of debt       $ 180,600,000                       $ 185,200,000            
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                               17,600,000            
Amortization of debt offering costs                               1,200,000            
Amortization of original issue discount                               $ 3,400,000            
Debt instrument interest rate                           9.10%   9.10%            
2021 Securitization Notes                                            
Debt Instrument [Line Items]                                            
Increase in interest rate (percent)                               1.00%            
2021 Securitization Notes | Forecast                                            
Debt Instrument [Line Items]                                            
Initial principal percentage 0.50%                                          
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                               600,000 700,000          
Amortization of debt offering costs                               200,000 300,000          
Amortization of original issue discount                               $ 10,191 10,000          
Debt instrument interest rate                           20.20%   20.20%            
Carrying amount of debt                           $ 3,900,000   $ 3,900,000            
Decrease in principal amount                         $ 1,000,000                  
Equipment Notes                                            
Debt Instrument [Line Items]                                            
Maximum borrowing capacity                           $ 1,000,000   $ 1,000,000            
Equipment Notes | Minimum                                            
Debt Instrument [Line Items]                                            
Debt, interest rate percentage                           7.99%   7.99%            
Equipment Notes | Maximum                                            
Debt Instrument [Line Items]                                            
Debt, interest rate percentage                           8.49%   8.49%            
Twin Peaks Construction Loan | Construction Loans                                            
Debt Instrument [Line Items]                                            
Face amount of debt   $ 4,500,000                       $ 400,000   $ 400,000            
Principal amount, net of offering costs and original issue discount                           $ 400,000   $ 400,000 0          
Debt, interest rate percentage   8.00%                       8.00%   8.00%            
Debt term extension period   3 months                           6 months            
Twin Peaks Construction Loan | Construction Loans | SOFR                                            
Debt Instrument [Line Items]                                            
Variable rate   3.60%                                        
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                                 $ 4,000          
v3.22.4
DEBT - Schedule of Securitization of Notes (Details) - USD ($)
Dec. 25, 2022
Dec. 15, 2022
Oct. 21, 2022
Sep. 25, 2022
Jul. 06, 2022
Jul. 22, 2021
Apr. 26, 2021
Debt Instrument [Line Items]              
Principal Balance $ 1,045,800,000            
FB Royalty Securitization              
Debt Instrument [Line Items]              
Principal Balance     $ 46,500,000 $ 30,000,000 $ 76,500,000   $ 144,500,000
FB Royalty Securitization | Senior              
Debt Instrument [Line Items]              
Principal Balance $ 139,800,000       $ 42,700,000    
Coupon (percent) 4.75%       4.75%    
FB Royalty Securitization | Senior Subordinated              
Debt Instrument [Line Items]              
Principal Balance $ 46,600,000       $ 14,200,000    
Coupon (percent) 8.00%       8.00%    
FB Royalty Securitization | Subordinated              
Debt Instrument [Line Items]              
Principal Balance $ 34,600,000       $ 19,600,000    
Coupon (percent) 9.00%       9.00%    
GFG Royalty Securitization              
Debt Instrument [Line Items]              
Principal Balance   $ 113,500,000       $ 350,000,000  
GFG Royalty Securitization | Senior              
Debt Instrument [Line Items]              
Principal Balance $ 234,000,000.0 $ 67,800,000          
Coupon (percent) 6.00% 6.00%          
GFG Royalty Securitization | Senior Subordinated              
Debt Instrument [Line Items]              
Principal Balance $ 84,000,000.0 $ 20,200,000          
Coupon (percent) 7.00% 7.00%          
GFG Royalty Securitization | Subordinated              
Debt Instrument [Line Items]              
Principal Balance $ 57,000,000.0 $ 25,500,000          
Coupon (percent) 9.50% 9.50%          
v3.22.4
DEBT - Maturities of Long-term Debt and Redemptions of Redeemable Preferred Stock (Details)
$ in Millions
Dec. 25, 2022
USD ($)
Long-Term Debt  
2023 $ 49.6
2024 21.2
2025 21.4
2026 21.0
2027 20.2
Redeemable Preferred Stock  
2023 91.8
2024 0.0
2025 0.0
2026 0.0
2027 $ 0.0
v3.22.4
PREFERRED STOCK - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Nov. 01, 2021
Aug. 25, 2021
Jun. 22, 2021
Jul. 16, 2020
Jul. 13, 2020
Dec. 25, 2022
Dec. 26, 2021
Jul. 15, 2020
Preferred Stock [Line Items]                
Preferred stock, outstanding (in shares)           3,252,154 3,221,471  
Preferred stock, liquidation preference (in dollars per share)           $ 25 $ 25  
Common stock, outstanding (in shares)           16,571,675 16,380,552  
Preferred stock, issued (in shares)           3,252,154 3,221,471  
Issuance of preferred shares, net           $ 0 $ 26,732  
Redemption of shares, value   $ 8,000            
Loss on extinguishment of debt   $ 1,200       0 7,637  
Dividend paid in cash for fractional shares           $ 6,636 $ 4,084  
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)       $ 25.00        
Increase in dividend rate (percent)           10.00%    
Carrying value of original preferred stock       $ 1,500        
Value of the conversion of preferred shares following updated Certificate of Designation       1,100        
Agregate loss on exchange       $ 11        
New shares received in exchange of preferred stock (in shares)       60,000        
Preferred stock, carrying value       $ 1,500        
Issuance of common and preferred stock (in shares)     460,000 14,449        
Issuance of common stock (in dollars per share) $ 18.00   $ 20.00          
Issuance of preferred shares, net     $ 8,300          
Underwriting discounts and other offering expenses     $ 900          
Series B Cumulative Preferred Stock | After the third anniversary                
Preferred Stock [Line Items]                
Preferred stock redemption price (in dollars per share)       $ 26.50        
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)       26.00        
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)       $ 25.00        
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              
Payments of stock issuance costs $ 1,200              
Series B Cumulative Preferred Stock | Underwriting Agreement                
Preferred Stock [Line Items]                
Stock issued in public offering (in shares)         360,000      
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)         $ 5.00      
Value of warrants issued to holders of Original Series B Preferred Stock       $ 300        
Series B Preferred Stock                
Preferred Stock [Line Items]                
Preferred stock, outstanding (in shares)           3,252,154 3,221,471 57,140
Preferred stock, issued (in shares)   478,199            
Preferred stock, carrying value           $ 45,500 $ 55,700  
Preferred stock issued, value   $ 10,800            
Dividend declared           $ 6,600    
Dividend paid in cash for fractional shares             $ 4,100  
Redeemable preferred stock excluded from preferred stock dividends (in shares)             5,936,638  
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        
Agregate loss on exchange       $ 300        
Preferred stock, issued (in shares)       3,537        
Accrued and outstanding dividend       $ 100        
Sale of stock (in dollars per share)       $ 25.00        
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        
Number of exchanged outstanding shares of preferred stock (in shares)   80,000            
Dividends on preferred stock   $ 1,600            
Interest expense             $ 700  
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        
Series B preferred stock exchanged for shares (in shares)       168,001        
Value of Series B preferred stock exchanged for shares       $ 4,200        
Aggregate gain on exchange       $ 200        
v3.22.4
REDEEMABLE PREFERRED STOCK (Details)
 12 Months Ended
Oct. 21, 2022
USD ($)
$ / shares
shares
Nov. 01, 2021
Jul. 22, 2021
USD ($)
shares
Jun. 22, 2021
Jul. 13, 2020
Dec. 25, 2022
USD ($)
shares
Dec. 26, 2021
USD ($)
shares
Oct. 20, 2022
shares
Sep. 16, 2022
shares
Aug. 23, 2022
Oct. 01, 2021
USD ($)
shares
Temporary Equity [Line Items]                      
Redeemable preferred stock           $ 0 $ 64,455,000        
Preferred stock, outstanding (in shares) | shares           3,252,154 3,221,471        
Interest expense related to preferred shares           $ 16,372,000 $ 2,193,000        
Dividends declared on redeemable preferred stock           1,062,000 2,283,000        
Face amount of debt           1,045,800,000          
Principal amount, net of offering costs and original issue discount           1,008,200,000 $ 904,900,000        
Secured Debt                      
Temporary Equity [Line Items]                      
Face amount of debt $ 46,500,000                    
Principal amount, net of offering costs and original issue discount $ 43,200,000                    
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                    
GFG Sellers | Series B Cumulative Preferred Stock                      
Temporary Equity [Line Items]                      
Preferred stock, interest rate     0.05             0.10  
Preferred stock, outstanding (in shares) | shares                 1,544,623    
Interest expense related to preferred shares           1,700,000          
GFG Holdings Inc                      
Temporary Equity [Line Items]                      
Value of equity interests related to put/call agreement     $ 67,500,000                
Preferred stock, interest rate     0.05                
Redeemable preferred stock           67,500,000          
GFG Holdings Inc | Series B Cumulative Preferred Stock                      
Temporary Equity [Line Items]                      
Temporary equity issued (in shares) | shares     3,089,245                
Temporary equity issued     $ 67,300,000                
Twin Peaks Buyer, LLC                      
Temporary Equity [Line Items]                      
Redeemable preferred stock           24,300,000          
Contingent consideration, range of outcomes, high                     $ 42,500,000
Contingent consideration, range of outcomes, low                     $ 25,000,000
Contingent consideration $ 67,500,000                    
Dividends declared on redeemable preferred stock           $ 3,200,000          
Twin Peaks Buyer, LLC | Series B Cumulative Preferred Stock                      
Temporary Equity [Line Items]                      
Temporary equity issued (in shares) | shares                     2,847,393
Redeemable preferred stock                     $ 67,500,000
Interest rate on unpaid cash proceeds related to acquisition                     10.00%
v3.22.4
STOCKHOLDERS’ EQUITY AND DIVIDENDS ON COMMON STOCK - Narrative (Details)
 12 Months Ended
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. 25, 2022
USD ($)
vote
shares
Dec. 26, 2021
USD ($)
shares
Aug. 16, 2021
vote
Dec. 27, 2020
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                  
Common stock, authorized (in shares)           51,600,000 51,600,000    
Common stock, issued (in shares)           16,571,675 16,380,552    
Common stock, outstanding (in shares)           16,571,675 16,380,552    
Exercise of warrants | $           $ 694,000 $ 2,567,000    
Stock option vesting period           3 years      
Dividends declared on common stock | $           $ 8,905,000 7,442,000    
Share-based compensation expense | $           7,700,000 $ 1,600,000    
Warrant                  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                  
Exercise of warrants | $           $ 700,000      
Class A Shares                  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                  
Common stock, outstanding (in shares)           15,300,870 15,109,747   11,926,264
Issuance of common stock through exercise of warrants (in shares)           36,362 559,988    
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 | $ $ 2,300,000 $ 2,300,000   $ 2,100,000 $ 2,200,000        
Class A Shares                  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                  
Common stock, authorized (in shares)           50,000,000 50,000,000    
Number of votes per share | vote               1  
Common stock, issued (in shares)           15,300,870 15,109,747    
Common stock, outstanding (in shares)           15,300,870 15,109,747    
Class A Shares | Restricted Stock                  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                  
Restricted stock issued (in shares)           150,000      
Stock option vesting period           3 years      
Restricted stock issued | $           $ 1,200,000      
Class A Shares | 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 | $     $ 30,000            
Class B Shares                  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                  
Common stock, authorized (in shares)           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    
v3.22.4
SHARE-BASED COMPENSATION - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 25, 2022
USD ($)
employee
board_member
shares
Dec. 26, 2021
USD ($)
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock option vesting period 3 years  
Share-based compensation expense | $ $ 7.7 $ 1.6
Stock based compensation to non-vested grants | $ $ 6.8  
Board Members | Restricted Stock    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share-based compensation (in shares) | shares 150,000  
Number of board members | board_member 5  
Employees | Restricted Stock    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share-based compensation (in shares) | shares   300,000
Number of employees | employee 3  
Board of Directors and Employees | Restricted Stock    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Award vesting rights (percent) 33.00%  
Share-based compensation | $ $ 1.2 $ 2.8
2017 Omnibus Equity Incentive Plan | Maximum    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Shares available for grant (in shares) | shares 5,000,000  
v3.22.4
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Number of Shares    
Stock options outstanding, beginning of period (in shares) 2,791,785  
Grants (in shares) 243,180  
Forfeited (in shares) (286,059)  
Expired (in shares) 0  
Stock options outstanding, end of period (in shares) 2,748,906 2,791,785
Stock options exercisable (in shares) 1,208,004  
Weighted Average Exercise Price    
Stock options outstanding, beginning of period (in dollars per share) $ 10.50  
Grants (in dollars per share) 7.09  
Forfeited (in dollars per share) 11.66  
Expired (in dollars per share) 0  
Stock options outstanding, end of period (in dollars per share) 10.06 $ 10.50
Stock options exercisable (in dollars per share) $ 7.75  
Weighted Average Remaining Contractual Life (Years)    
Stock options outstanding 8 years 3 months 18 days 9 years 1 month 6 days
Grants 7 years 1 month 6 days  
Forfeited 6 years 2 months 12 days  
Expired 0 years  
Stock options exercisable 7 years 9 months 18 days  
v3.22.4
SHARE-BASED COMPENSATION - Schedule of Assumptions Used for Stock-based Compensation (Details) - Including Non-Employee Options
 12 Months Ended
Dec. 25, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected volatility 84.20%
Expected term (in years) 6 years
Minimum  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected dividend yield 4.60%
Risk-free interest rate 1.30%
Maximum  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected dividend yield 7.80%
Risk-free interest rate 4.00%
v3.22.4
WARRANTS - Outstanding Warrants (Details) - Warrant
$ / shares in Units, $ in Thousands
Dec. 25, 2022
USD ($)
$ / shares
shares
Class of Warrant or Right [Line Items]  
Number of Warrants Outstanding (in shares) 1,591,256
06/07/2018  
Class of Warrant or Right [Line Items]  
Number of Warrants Outstanding (in shares) 102,125
Exercise Price (in dollars per share) | $ / shares $ 7.12
Value at Grant Date | $ $ 87
06/27/2018  
Class of Warrant or Right [Line Items]  
Number of Warrants Outstanding (in shares) 25,530
Exercise Price (in dollars per share) | $ / shares $ 7.12
Value at Grant Date | $ $ 25
07/03/2018 Grant 1  
Class of Warrant or Right [Line Items]  
Number of Warrants Outstanding (in shares) 57,439
Exercise Price (in dollars per share) | $ / shares $ 7.12
Value at Grant Date | $ $ 58
07/03/2018 Grant 2  
Class of Warrant or Right [Line Items]  
Number of Warrants Outstanding (in shares) 22,230
Exercise Price (in dollars per share) | $ / shares $ 6.54
Value at Grant Date | $ $ 26
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) 1,318,349
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
v3.22.4
WARRANTS - Summary of Warrant Activity (Details) - Warrant - $ / shares
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Dec. 27, 2020
Number of Shares      
Warrants outstanding, Beginning balance (in shares) 1,707,670 2,273,533  
Grants (in shares) 0 8,184  
Exercised (in shares) (34,714) (571,198)  
Cancelled (in shares) (81,700) (2,849)  
Warrants outstanding, Ending balance (in shares) 1,591,256 1,707,670 2,273,533
Warrants exercisable, Ending balance (in shares) 1,591,256 1,707,670  
Weighted Average Exercise Price      
Weighted average exercise price of outstanding warrants, Beginning balance (in dollars per share) $ 4.72 $ 5.68  
Weighted average exercise price of warrants grants (in dollars per share) 0 3.76  
Weighted average exercise price of warrants exercised (in dollars per share) 3.57 3.85  
Weighted average exercise price of warrants cancelled (in dollars per share) 13.35 3.76  
Weighted average exercise price of outstanding warrants, Ending balance (in dollars per share) 3.88 4.72 $ 5.68
Weighted average exercise price of exercisable warrants, Ending balance (in dollars per share) $ 3.88 $ 4.72  
Weighted Average Remaining Contractual Life (Years)      
Weighted average remaining contractual life (in years) of warrants outstanding. Beginning balance   3 years 2 months 12 days 4 years 3 months 18 days
Weighted average remaining contractual life (in years) of warrants granted 0 years 3 years 7 months 6 days  
Weighted average remaining contractual life (in years) of warrants exercised 2 years 7 months 6 days 3 years 6 months  
Weighted average remaining contractual life (in years) of warrants cancelled 0 years 3 years 7 months 6 days  
Weighted average remaining contractual life (in years) of warrants outstanding, Ending balance 2 years 4 months 24 days 3 years 2 months 12 days  
Weighted average remaining contractual life (in years) of warrants exercisable, Ending balance 2 years 4 months 24 days 3 years 2 months 12 days  
v3.22.4
WARRANTS - Schedule of Assumptions Used for Stock-Based Compensation, Warrants (Details)
Dec. 25, 2022
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
v3.22.4
WARRANTS - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Jul. 16, 2020
Class of Warrant or Right [Line Items]      
Common stock issued through exercise of warrants (in shares) 36,362    
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 Outstanding (in shares) 1,591,256    
Warrants exercised (in shares) 34,714 571,198  
Warrant | Series B Preferred Stock      
Class of Warrant or Right [Line Items]      
Number of Warrants Outstanding (in shares)     3,600
Exercise price (in dollars per share)     $ 24.95
v3.22.4
COMMITMENTS AND CONTINGENCIES - Narrative (Details)
 1 Months Ended 12 Months Ended
Aug. 31, 2022
USD ($)
May 31, 2019
USD ($)
May 31, 2018
USD ($)
Feb. 28, 2018
USD ($)
Dec. 25, 2022
USD ($)
ft²
location
Loss Contingencies [Line Items]          
Number of owned and operated restaurants | location         130
Initial Lease | Corporate Offices and For Certain Restaurant Properties          
Loss Contingencies [Line Items]          
Area of leased space | ft²         13,000
Lease Amendment | Corporate Offices and For Certain Restaurant Properties          
Loss Contingencies [Line Items]          
Area of leased space | ft²         3,000
GFG Holdings Inc | Offices          
Loss Contingencies [Line Items]          
Area of leased space | ft²         9,000
GFG Holdings Inc | Warehouse          
Loss Contingencies [Line Items]          
Area of leased space | ft²         16,000
Twin Peaks Buyer, LLC | Offices          
Loss Contingencies [Line Items]          
Area of leased space | ft²         8,300
Fazoli Holdings, LLC | Offices          
Loss Contingencies [Line Items]          
Area of leased space | ft²         19,200
Native Wings | Offices          
Loss Contingencies [Line Items]          
Area of leased space | ft²         5,825
Robert J.Matthews And Chipman | Securities Litigation          
Loss Contingencies [Line Items]          
Payments for legal settlements $ 2,500,000        
Stock issued as payment for legal settlement $ 500,000        
SBN FCCG LLC          
Loss Contingencies [Line Items]          
Payments for legal settlements   $ 100,000      
Litigation reserve         $ 500,000
SBN FCCG LLC | Fog Cutter Capital Group Inc          
Loss Contingencies [Line Items]          
Payments for legal settlements   100,000      
Settlement awarded to other party   $ 600,000      
Litigation reserve         $ 5,100,000
GAC Supply, LLC | Manufacturing and Production Facility          
Loss Contingencies [Line Items]          
Area of leased space | ft²         40,000
New York | SBN FCCG LLC | Fog Cutter Capital Group Inc          
Loss Contingencies [Line Items]          
Settlement awarded to other party       $ 700,000  
Settlement interest       200,000  
Canada | SBN FCCG LLC | Fog Cutter Capital Group Inc          
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
Maximum          
Loss Contingencies [Line Items]          
Damages sought         $ 22,000,000
v3.22.4
GEOGRAPHIC INFORMATION AND MAJOR FRANCHISEES - Schedule of Revenues by Geographic Area (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues $ 407,224 $ 118,881
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues 397,400 108,600
Other countries    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total revenues $ 9,800 $ 10,300
v3.22.4
SUBSEQUENT EVENTS (Details) - USD ($)
Jan. 31, 2023
Dec. 25, 2022
Oct. 21, 2022
Subsequent Event [Line Items]      
Face amount of debt   $ 1,045,800,000  
Secured Debt      
Subsequent Event [Line Items]      
Face amount of debt     $ 46,500,000
Subsequent Event | Secured Debt      
Subsequent Event [Line Items]      
Face amount of debt $ 40,000,000    
v3.22.4
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Details) - Trade notes and accounts receivable
$ in Millions
 12 Months Ended
Dec. 25, 2022
USD ($)
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]  
Balance at Beginning of Period $ 4.4
Charged to Costs and Expenses 20.7
Deductions/ Recoveries/Acquisitions 0.0
Balance at End of Period $ 25.1