0001789940-22-000012 | 10-K | XBRL Viewer | First Watch Restaurant Group INC

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Current assets:
Cash and cash equivalents	$ 51,864	$ 38,846
Restricted cash	251	251
Accounts receivable	4,450	3,915
Inventory	4,023	2,915
Prepaid expenses	5,677	2,490
Other current assets	1,432	621
Total current assets	67,697	49,038
Goodwill	345,219	345,219
Intangible assets, net	143,000	143,662
Operating lease right-of-use assets	324,995	307,558
Property, fixtures and equipment, net of accumulated depreciation of $115,582 and $86,250, respectively	164,695	160,744
Other long-term assets	1,311	1,291
Total assets	1,046,917	1,007,512
Current liabilities:
Accounts payable	11,060	4,220
Accrued liabilities	15,889	13,482
Accrued compensation and deferred payroll taxes	21,196	10,856
Deferred revenues	4,654	4,273
Current portion of operating lease liabilities	38,186	40,111
Current portion of long-term debt	3,186	3,590
Note payable	2,352	0
Total current liabilities	96,523	76,532
Operating lease liabilities	330,495	307,802
Long-term debt, net	99,753	286,400
Deferred income taxes	12,489	10,313
Deferred payroll taxes	0	3,333
Other long-term liabilities	3,228	2,266
Total liabilities	542,488	686,646
Commitments and contingencies (Note 17)
Equity:
Preferred stock; $0.01 par value; 10,000,000 shares authorized and none outstanding at December 26, 2021; 266,667 shares authorized, issued and outstanding at December 27, 2020	0	3
Common stock; $0.01 par value; 300,000,000 shares authorized; 59,048,446 and 45,013,784 shares issued and outstanding at December 26, 2021 and December 27, 2020, respectively	590	450
Additional paid-in capital	608,878	423,345
Accumulated deficit	(105,039)	(102,932)
Total equity	504,429	320,866
Total liabilities and equity	$ 1,046,917	$ 1,007,512

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 115,582	$ 86,250
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	266,667
Preferred stock, shares issued (in shares)		266,667
Preferred stock, shares outstanding (in shares)	0	266,667
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	59,048,446	59,048,446
Common stock, shares outstanding (in shares)	45,013,784	45,013,784

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Revenues
Total revenues	$ 601,193	$ 342,388	$ 436,373
Restaurant operating expenses (exclusive of depreciation and amortization shown below):
Food and beverage costs	134,201	76,975	100,689
Labor and other related expenses	189,167	120,380	148,537
Other restaurant operating expenses	94,847	61,821	55,573
Occupancy expenses	55,433	49,450	44,165
Pre-opening expenses	3,310	3,880	5,815
General and administrative expenses	70,388	46,322	55,818
Depreciation and amortization	32,379	30,725	28,027
Impairments and loss on disposal of assets	381	315	33,596
Transaction (income) expenses, net	(1,156)	(258)	1,709
Total operating costs and expenses	578,950	389,610	473,929
Income (Loss) from operations	22,243	(47,222)	(37,556)
Interest expense	(20,099)	(22,815)	(20,080)
Other (expense) income, net	(1,774)	483	(255)
Income (Loss) before income taxes	370	(69,554)	(57,891)
Income tax (expense) benefit	(2,477)	19,873	12,419
Net loss	(2,107)	(49,681)	(45,472)
Total comprehensive loss	(2,107)	(49,681)	(45,472)
Less: Net loss attributable to non-controlling interest	0	0	(33)
Less: Net loss attributable to non-controlling interest	0	0	(33)
Net loss	(2,107)	(49,681)	(45,439)
Comprehensive loss	$ (2,107)	$ (49,681)	$ (45,439)
Net loss per common share - diluted (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Net loss per common share - basic (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Weighted average common shares outstanding - basic (in shares)	48,213,995	45,013,784	45,013,784
Weighted average common shares outstanding - diluted (in shares)	48,213,995	45,013,784	45,013,784
Restaurant sales
Revenues
Total revenues	$ 592,343	$ 337,433	$ 429,309
Franchise revenues
Revenues
Total revenues	$ 8,850	$ 4,955	$ 7,064

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Total Equity Attributable to First Watch Restaurant Group, Inc.	Total Equity Attributable to First Watch Restaurant Group, Inc. Cumulative Effect, Period of Adoption, Adjustment	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Non-controlling Interest
Beginning balance (in shares) at Dec. 30, 2018						45,013,784
Beginning balance at Dec. 30, 2018	$ 374,674	$ (121)	$ 374,424	$ (121)		$ 450	$ 381,665	$ (7,691)	$ (121)	$ 250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(45,472)		(45,439)					(45,439)		(33)
Stock-based compensation	1,160		1,160				1,160
Acquisition of non-controlling interest	(444)		(227)				(227)			(217)
Ending balance (in shares) at Dec. 29, 2019					0	45,013,784
Ending balance at Dec. 29, 2019	329,797		329,797		$ 0	$ 450	382,598	(53,251)		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share issuance (in shares)					266,667
Share issuance	40,000		40,000		$ 3		39,997
Net loss	(49,681)		(49,681)					(49,681)
Stock-based compensation	750		750				750
Ending balance (in shares) at Dec. 27, 2020					266,667	45,013,784
Ending balance at Dec. 27, 2020	320,866		320,866		$ 3	$ 450	423,345	(102,932)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share issuance (in shares)						10,877,850
Share issuance	177,074		177,074			$ 109	176,965
Conversion of preferred shares (in shares)					(266,667)	(3,156,812)
Conversion of preferred shares	0				$ (3)	$ (31)	(28)
Net loss	(2,107)		(2,107)					(2,107)
Stock-based compensation	8,596		8,596				8,596
Ending balance (in shares) at Dec. 26, 2021					0	59,048,446
Ending balance at Dec. 26, 2021	$ 504,429		$ 504,429		$ 0	$ 590	$ 608,878	$ (105,039)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Cash flows from operating activities:
Net loss	$ (2,107)	$ (49,681)	$ (45,472)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	32,379	30,725	28,027
Stock-based compensation	8,596	750	1,160
Deferred income taxes	2,176	(19,991)	(12,558)
Non-cash operating lease costs	13,052	11,727	10,772
Non-cash portion of gain on lease modification	(961)	0	0
Amortization of debt discount and deferred issuance costs	1,088	1,282	1,128
Loss on extinguishment of debt	2,403	0	0
Settlement gains from acquisitions	0	0	(160)
Impairments and loss on disposal of assets	381	315	33,596
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(535)	1,826	(3,192)
Inventory	(1,108)	(203)	(439)
Prepaid expenses	(3,187)	619	(439)
Deferred offering costs	0	1,307	0
Other assets, current and long-term	169	(446)	(1,094)
Accounts payable	6,700	(866)	(740)
Accrued liabilities	5,335	(3,670)	5,566
Accrued compensation and deferred payroll taxes, current and long-term	7,007	2,929	643
Deferred revenues, current and long-term	648	(3,060)	2,024
Operating lease liabilities	(9,760)	8,073	3,101
Other liabilities	695	0	(458)
Net cash provided by (used in) operating activities	62,971	(18,364)	21,465
Cash flows from investing activities:
Capital expenditures	(35,311)	(26,749)	(59,169)
Purchase of intangible assets	(371)	(225)	0
Acquisitions, net of cash acquired	0	0	(22,770)
Acquisition of non-controlling interest	0	0	(450)
Net cash used in investing activities	(35,682)	(26,974)	(82,389)
Cash flows from financing activities:
Proceeds from common stock issuance, net of underwriting discounts and commissions	182,095	0	0
Proceeds from preferred stock issuance	0	40,000	0
Proceeds from issuance of long-term debt	100,000	54,600	50,000
Repayments of long-term debt, including finance lease liabilities	(291,602)	(4,286)	(2,599)
Payment of initial public offering costs	(4,881)	0	0
Proceeds from borrowings on revolving credit facility	0	22,000	42,000
Repayments of borrowings on revolving credit facility	0	(39,000)	(32,500)
Note payable borrowing	2,874	0	0
Repayments of note payable	(522)	0	0
Payment of debt discount and deferred issuance costs	(2,226)	0	(915)
Contingent consideration payment	(9)	0	(225)
Net cash (used in) provided by financing activities	(14,271)	73,314	55,761
Net increase (decrease) in cash and cash equivalents and restricted cash	13,018	27,976	(5,163)
Cash and cash equivalents and restricted cash:
Cash and cash equivalents and restricted cash, beginning of period	39,097	11,121	16,284
Cash and cash equivalents and restricted cash, end of period	52,115	39,097	11,121
Supplemental cash flow information:
Cash paid for interest	16,152	19,821	18,929
Cash paid for income taxes, net of refunds	79	163	152
Supplemental disclosures of non-cash investing and financing activities:
Interest converted to long-term debt	3,063	1,583	0
Leased assets obtained in exchange for new operating lease liabilities	33,857	21,333	70,355
Remeasurements of operating lease assets and lease liabilities	3,029	3,850	(134)
Terminations of operating lease liabilities	(41)	(711)	(3,293)
Leased assets obtained in exchange for new finance lease liabilities	217	277	2,666
Remeasurements of finance leased assets and lease liabilities	6	164	0
Change in liabilities from acquisition of property, fixtures and equipment	$ 144	$ (860)	$ 210

Nature of Business and Organization	12 Months Ended
Nature of Business and Organization	Dec. 26, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Organization	Nature of Business and Organization First Watch Restaurant Group, Inc. (collectively with its wholly-owned subsidiaries, “the Company,” or “Management”) is a Delaware holding company. The Company operates and franchises restaurants in 28 states operating under the “First Watch” trade name which are focused on made-to-order breakfast, brunch and lunch. The Company does not operate outside of the United States and all of its assets are located in the United States. The Company’s outstanding stock was purchased by funds affiliated with or managed by Advent International Corporation on August 21, 2017 (the “Advent Acquisition”). The Company operates restaurants through its wholly owned subsidiary, First Watch Restaurants, Inc., and is a franchisor through its wholly owned subsidiary, First Watch Franchise Development Co. As of December 26, 2021, the Company had 341 company-owned restaurants and 94 franchise-owned restaurants. Initial Public Offering On September 20, 2021, the Company’s board of directors and its stockholders approved an amendment to the Company’s Certificate of Incorporation. Such amendment (i) effected a 11.838-for-1 stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratio of the preferred stock and (ii) authorized an increase to the number of shares of common stock of the Company to 300,000,000 and an increase to the number of shares of preferred stock to 10,000,000. The par value of the Company’s common and preferred stock was not adjusted in connection with the stock split. All common share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively to reflect this stock split. On September 30, 2021, the Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective and the Company’s common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on October 1, 2021. On October 5, 2021, the Company completed its IPO, in which the Company sold 10,877,850 shares of common stock at the initial public offering price of $18.00 per share and received aggregate net proceeds of $182.1 million after deducting underwriting discounts and commissions of $13.7 million. The shares sold included the underwriters’ full exercise of their option to purchase up to an additional 1,418,850 shares of common stock at the initial public offering price of $18.00 per share. All of the Company’s outstanding shares of preferred stock were adjusted in connection with the aforementioned stock split and were automatically converted into 3,156,812 shares of common stock immediately prior to and in connection with the consummation of the IPO.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 26, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The Company reports financial information on a 52- or 53-week fiscal year ending on the last Sunday of each calendar year. The fiscal years ended December 26, 2021 (“Fiscal 2021”), December 27, 2020 (“Fiscal 2020”) and December 29, 2019 (“Fiscal 2019”) contained 52 weeks. The accompanying consolidated financial statements of the Company have been prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Comprehensive income (loss) is a measure of net income (loss) and all other changes in equity that result from transactions other than with equity holders, and would normally be recorded in the Consolidated Statements of Equity and the Consolidated Statements of Comprehensive Income (Loss). The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements. Accordingly, there is no difference between net loss and comprehensive loss.

Reclassifications

The Company reclassified certain items in the accompanying consolidated financial statements for the prior periods to be comparable with the classification for the current period. These reclassifications are related to the presentation of Pre-opening expenses on the Consolidated Statements of Operations and Comprehensive Loss for all periods presented, which were previously included in Other restaurant operating expenses and Occupancy expenses. These reclassifications had no effect on previously reported net loss and comprehensive loss.

COVID-19 Global Pandemic

In March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. The Company experienced a significant reduction in guest traffic at its restaurants due to changes in consumer behavior as public health officials encouraged social distancing and state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements and additional physical barriers. On April 13, 2020, to help ensure the safety of its employees, Management temporarily suspended all operations at the company-owned restaurants. In June 2020, substantially all of the company-owned restaurants were reopened in compliance with state and local capacity restrictions and by March 2021, nearly all our restaurants had reopened to full dining-room capacity.

The COVID-19 pandemic is not eradicated and the extent to which COVID-19 may continue to impact the Company’s business and its customers is uncertain. The consolidated financial statements include estimates and judgments and there may be changes to those estimates in future periods as a result of the COVID-19 pandemic (see Note 4, COVID-19 Charges, for additional information).

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In Fiscal 2019, the Company’s consolidated financial statements included the accounts of its majority-owned subsidiary, TFW-NC, LLC, (“TFW”), in which the Company owned 75% of the voting shares and had a controlling financial interest. On December 24, 2019, the Company acquired the remaining 25% interest in TFW for $0.45 million. The acquisition was accounted for as an equity transaction with the difference between the cash paid and the carrying amount of the non-controlling interest recognized as a decrease to equity attributable to First Watch Restaurant Group, Inc.

The Company does not hold ownership interests in any franchisee and does not provide financial support to franchisees. As a result, the Company’s franchise relationships are not variable interest entities and are not consolidated.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP 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. Actual results could differ from those estimates and such differences could be material.

Segment Reporting

Management determined the Company’s single operating segment on the basis that the Company’s Chief Operating Decision Maker (the “CODM”), the Chief Executive Officer, assesses performance and allocates resources at the Company's consolidated level. The Company does not have any customer that represents more than 10% of total revenues for the periods presented.

Business Combinations

The Company’s business combinations are accounted for using the purchase method of accounting. The consideration transferred in a business combination, identifiable assets acquired and liabilities assumed are measured at their estimated fair value as of the date of the acquisition. Goodwill is recognized for the amount by which the purchase consideration exceeds the fair values of the net assets acquired. Costs incurred in connection with business combinations are expensed as incurred.

On December 31, 2018, four restaurants were acquired from a franchisee for approximately $7.0 million in cash and the acquisition was accounted for as a business combination. On January 28, 2019, five operating restaurants and rights for two additional restaurant sites were acquired from a franchisee for approximately $9.9 million in cash and the acquisition was accounted for as a business combination. During the months June 2019 through December 2019, a series of acquisitions of nine individual restaurants from unrelated franchisees were completed for total cash consideration of approximately $6.2 million. The acquisitions were individually accounted for as business combinations. The Company incurred transaction costs totaling $0.9 million during Fiscal 2019 for all acquisitions, which were expensed as incurred.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable inputs and the last is considered unobservable. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.


Level 1			Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2			Observable inputs available other than quoted prices included in Level 1
Level 3			Unobservable inputs based on assumptions that cannot be determined by observable market data

The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, accrued expenses, note payable and other current liabilities, approximate their fair values due to their short-term maturities.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less. Amounts receivable from credit card processors are considered cash equivalents because they are highly liquid and are typically converted to cash within three business days.

Amounts included in restricted cash represent those required to be set aside by a contractual agreement for the settlement of insurance claims.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of market and credit risk, are cash and cash equivalents and restricted cash. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses to date as a result of these risks. Management periodically assesses the quality of the financial institutions and believes that the risk related to these deposits is minimal.

Accounts Receivable

Accounts receivable consist primarily of receivables from franchisees, receivables from third-party delivery providers, receivables from gift card sales and vendor rebates. The Company believes all amounts to be collectible based on a variety of factors it evaluates, including historical experience, current economic conditions, and other factors. Accordingly, no allowance for credit losses or doubtful accounts has been recorded as of December 26, 2021 and December 27, 2020.

Inventory

Inventory consists primarily of food and beverage costs and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Adjustments are not deemed necessary to reduce inventory to net realizable value due to the rapid turnover and utilization of inventory.

Deferred Offering Costs

Certain legal, professional accounting, and other third-party fees that are directly associated with in-process equity financings are capitalized as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in equity as a reduction of additional paid-in capital generated as a result of the offering. The Company incurred $5.0 million of costs in connection with the IPO in Fiscal 2021, which were recorded in equity as a reduction of additional paid in capital. The Company incurred $2.0 million in deferred offering costs in Fiscal 2020, which were expensed in General and administrative expenses as a result of halting the Company’s public registration of equity in Fiscal 2020.

Leases

The Company’s restaurant facilities, corporate offices and certain restaurant equipment are leased under various agreements having initial terms expiring between 2022 and 2036. Restaurant facility leases generally have renewal periods of five to 20 years, exercisable at the option of the Company. At the commencement of each lease, an evaluation is performed to determine whether (i) the contract involves the use of property or equipment, (ii) the Company controls the use of the asset and (iii) the Company has the right to direct the use of the asset. Management determines the classification of lease contracts as operating or finance leases. The majority of the Company’s real estate leases are classified as operating leases and the majority of the Company’s equipment leases are classified as finance leases.

For operating leases with lease terms greater than twelve months, a lease liability is recognized for future fixed lease payments and a corresponding right-of-use asset is recognized representing the Company’s right to use the underlying asset during the lease term. The lease liability is initially measured as the present value of the future fixed lease payments that will be made over the lease term using the Company’s incremental borrowing rate as there are no implicit rates provided in the lease contracts. The Company’s incremental borrowing rate is based on a market yield implied by the Company’s outstanding secured term loans interpolated for various maturities using the Company’s synthetic credit rating, which was determined using a regression analysis of rated publicly-traded comparable companies and their financial data. Lease expense, which includes the effects of free rent periods and rent escalation clauses within certain of the Company’s leases, is recognized on a straight-line basis over the lease term. Tenant improvement allowances are amortized on a straight-line basis over the term of the lease as a reduction of lease expense. The lease term, which commences on the date the Company has the right to control the use of the property, includes the Company’s options to extend the lease to the extent it is reasonably certain that the extension options will be exercised.

Leases with indexed rent escalation clauses are recorded using the index that existed at lease commencement or upon the latest modification requiring remeasurement. Subsequent changes in the index are recorded as variable lease expense. Contingent rent payments, which are based on a percentage of sales for certain restaurant facilities, are recorded as variable lease expense when the Company determines that such sales levels will be achieved. In addition to fixed lease payments, certain of the Company’s real estate leases also require payment of a proportionate share of property taxes, insurance and maintenance costs, which are expensed as incurred in the Consolidated Statements of Operations and Comprehensive Loss and future variable rent obligations are not included within the lease liabilities on the Consolidated Balance Sheets.

The operating lease right-of-use asset is measured at the amount of the lease liability with adjustments for (i) rent prepayments made prior to or at lease commencement, (ii) landlord incentives and (iii) favorable and unfavorable leasehold positions. The depreciable life of an operating lease right-of-use asset is limited by the expected lease term. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

Fixed lease and non-lease components of the Company’s restaurant facility leases are accounted for as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets, however, they are recognized on a straight-line basis over the lease term in the Consolidated Statements of Operations and Comprehensive Loss.

In Fiscal 2020, Management renegotiated numerous lease agreements that primarily resulted in rent abatements or rent deferrals during the period of the closures of the company-owned restaurants as a result of the COVID-19 pandemic. Management elected the practical expedient for COVID-19 related rent concessions pursuant to the question and answer document issued by the Financial Accounting Standards Board (the “FASB”) in April 2020 and remeasured the lease liabilities using the original discount rate with a corresponding adjustment to the right-of-use assets. Rent deferrals increased the lease liabilities and right-of use assets until amounts are paid with no impact to lease expense. Rent abatements were recognized on a straight-line basis over the respective remaining lease term.

Finance lease liabilities and corresponding finance lease assets are recognized at an amount equal to the present value of the minimum lease payments over the expected lease term. The amortization of finance lease assets is recognized over the shorter of the lease term or useful life of the underlying asset within Depreciation and amortization. The interest expense related to finance leases, including any variable lease payments, is recognized in Interest expense. Finance lease assets are classified in Property, fixtures and equipment, net and current maturities and long-term portions of finance lease liabilities are classified within Current portion of long-term debt and Long-term debt, net, respectively, on the Consolidated Balance Sheets.

Property, Fixtures and Equipment

Property, fixtures and equipment, including capitalized software, are stated at cost less accumulated depreciation. Refurbishments and improvements that increase the productive capacity or extend the useful life of assets are capitalized and depreciated over their estimated useful lives. Repair and maintenance costs are expensed as incurred. Leasehold improvements are depreciated over the shorter of their useful life or the expected lease term. The carrying amount of assets sold, replaced or retired and the related accumulated depreciation are eliminated at the time of disposal and any resulting gains and losses on disposal are recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Direct internal costs associated with the acquisition, development, design and construction of company-owned restaurants are capitalized as these costs have a future benefit to the Company. Once a restaurant opens, these costs are depreciated and recorded in Depreciation and amortization. Direct internal costs of $0.5 million and $0.4 million were capitalized in Fiscal 2021 and Fiscal 2020, respectively.

Depreciation is computed using the straight-line method over the following estimated useful lives:


Building and land improvements			30 to 40 years
Leasehold improvements			3 to 20 years
Furniture and fixtures			2 to 10 years
Equipment (including capitalized software)			2 to 15 years
Vehicles			3 to 10 years

Goodwill and Indefinite-lived Intangible Assets

Goodwill and indefinite-lived intangible assets are evaluated for impairment annually on the first day of the fourth quarter of the fiscal year, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company has one reporting unit for goodwill impairment testing purposes.

Management may elect to perform a qualitative assessment to determine whether it is more likely than not that the reporting unit and/or asset group is impaired. If the qualitative assessment is not performed, or if it is not more likely than not that the estimated fair value of the reporting unit and indefinite-lived intangible assets exceeds the respective carrying value, a quantitative analysis is required.

Prior to the IPO, Management’s quantitative assessment for determining the fair value of the reporting unit used a blend of the market capitalization approach and the income approach. The market capitalization approach used Management’s selection of peer companies to estimate fair value. The income approach used the discounted cash flow method estimating future cash flow, sales and traffic growth rates, operating margins, and new restaurant openings, each of which are inputs that fall within Level 3 of the fair value hierarchy.

The fair value of the indefinite-lived intangibles is determined through a relief from royalty method using certain unobservable inputs that fall within Level 3 of the fair value hierarchy. The respective carrying values are compared to the related estimated fair values and an impairment loss is recognized in an amount equal to the excess of the carrying value over estimated fair values.

Definite-lived Intangible Assets

Intangible assets with definite lives consist of franchise rights which arose from the purchase price allocation in connection with the Advent Acquisition and also include reacquired rights from the Company’s acquisitions of franchised restaurants. Definite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

When evaluating the carrying amount for recoverability, the total future undiscounted net cash flows expected to be generated by the asset are compared to the carrying amount. If the total future undiscounted net cash flows are less than the carrying amount, this may be an indicator of impairment. An impairment loss is recognized when the asset’s carrying value exceeds its estimated fair value. Fair value is generally estimated using a discounted cash flow model using unobservable inputs that fall within Level 3 of the fair value hierarchy.

Impairment Assessment of Long-lived Assets

Long-lived assets deployed at company-owned restaurants include (i) property, fixtures and equipment, (ii) operating lease right-of-use asset, net of the related operating lease liability and (iii) reacquired rights to the extent the restaurant had been previously acquired by the Company.

When circumstances indicate that the carrying value may not be recoverable, an evaluation for impairment is performed at the lowest level of identifiable cash flows, which is at the individual restaurant level. If the total future undiscounted net cash flows are less than the carrying value of the long-lived assets at the individual restaurant level, the fair value is determined based on discounted future net cash flows expected to result from the use and eventual disposition of the assets, which are unobservable inputs that fall within Level 3 of the fair value hierarchy. An impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value.

Self-Insurance Reserves

The Company is self-insured primarily for employee group health claims and for workers’ compensation in Ohio. The Company holds stop-loss insurance which funds individual health claims in excess of $125,000 per occurrence and workers’ compensation claims in Ohio in excess of $500,000 per occurrence annually. The Consolidated Statements of Operations and Comprehensive Loss include expenses related to the costs of claims reported and an estimate of claims incurred but not reported. A liability of $1.4 million and $1.3 million for estimated unpaid claims and other insurance liabilities is recorded within Accrued liabilities as of December 26, 2021 and December 27, 2020, respectively.

Revenue Recognition

Revenues from food and beverage sales are reported, net of discounts and taxes. For in-restaurant dining and take-out sales, revenues are recognized when payment is tendered. For delivery sales made through the Company’s mobile application and website, the Company controls the delivery services and recognizes revenue, including delivery fees, when the delivery partner transfers the food and beverage to the customer. With respect to sales made through the delivery partner’s mobile application or website, the Company recognizes revenue, excluding delivery fees collected by the delivery partner, when control of the food and beverage is transferred to the delivery partner. Payment is received from the delivery partner subsequent to the transfer of food and beverage and the payment terms are short-term.

Franchise revenues include initial franchise fees and ongoing sales-based royalty and system fund contributions, which are used for advertising, marketing and public relations programs and materials. The license granted to develop and operate a restaurant is the distinct performance obligation that is transferred to the franchisee. Ancillary promised services, such as training, which are not considered distinct within the context of the franchise agreement, are combined with the franchise license and are considered one distinct performance obligation. Payments for initial franchise fees are received either upon execution of the franchise agreement and/or upon opening of the restaurant. These payments are deferred and recognized as revenue throughout the contractual term of the related franchise agreement. Unamortized deferred franchise fees are recognized as revenue upon the termination of franchise agreements with franchisees. The short-term and long-term unamortized portion of these liabilities are included in Deferred revenues and in Other long-term liabilities, respectively.

Royalty and system fund contributions from franchisees are based on a percentage of sales and are recognized as revenue in the period the sales occurred.

Gift cards are sold at restaurants and certain retail venues. Deferred revenues include liabilities established for the value of the gift cards when sold. Revenue is recognized from gift card sales upon redemption by the customer. Management estimates the amount of gift cards for which the likelihood of redemption is remote, referred to as the “breakage factor,” using historical gift card redemption patterns. The estimated breakage, less an administrative fee, is recognized over the expected period of redemption as the remaining gift card values are redeemed, which is generally over a period of two years. Utilizing this method, Management estimates both the breakage and the time period of redemption. If actual redemption patterns vary from these estimates, actual gift card breakage income may differ from the amounts recorded. Estimates of the redemption period and breakage rate applied are updated periodically. Gift card liabilities are included in Deferred revenues.

Food and Beverage Costs

The components of food and beverage costs at company-owned restaurants fluctuate directly with sales volumes and are impacted by changes in commodity prices or promotional activities.

Pre-opening Expenses

Pre-opening expenses are costs incurred to open new company-owned restaurants. Pre-opening expenses include pre-opening rent expense, which is recognized during the period between the date of possession of the restaurant facility and the restaurant opening date. In addition, pre-opening expenses include manager salaries, recruiting expenses, employee payroll and training costs, which are recognized in the period in which the expense was incurred. Pre-opening expenses can fluctuate from period to period, based on the number and timing of new company-owned restaurant openings.

Consideration Received from Vendors

The Company receives consideration from certain vendors for volume rebates and advertising allowances. The Company accounts for consideration from a vendor as a reduction of the purchase price of the goods or services acquired from the vendor.

Advertising Costs

Advertising costs are recognized as incurred or, in the case of advertisements, when the advertisement occurs. Advertising costs were $4.8 million, $3.3 million and $4.4 million during Fiscal 2021, Fiscal 2020, and Fiscal 2019, respectively, and are included in General and administrative expenses and in Other restaurant operating expenses.

Debt Discount and Deferred Issuance Costs

Debt discount and deferred issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized over the term of the related debt. Amortization expense of debt discount and deferred issuance costs is included in Interest expense.

Income Taxes

Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets or liabilities are recognized for the estimated future tax effects attributable to temporary differences between the carrying value and the tax basis of assets and liabilities as well as tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable in the years in which the differences are expected to be recovered or settled. Changes in deferred tax assets or liabilities are recognized in Income tax (expense) benefit.

Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable income will be available against which the deductible temporary differences can be utilized. Realization of deferred tax assets is dependent upon the availability of taxable income and a valuation allowance for deferred tax assets is provided when it is more likely than not that a portion of the deferred tax assets will not be realized. In the assessment for realization of deferred tax assets, Management considers all sources of taxable income including (i) taxable income in any available carry back period, (ii) scheduling of anticipated reversal of taxable temporary differences, (iii) tax-planning strategies and (iv) taxable income expected to be generated in the future other than from reversing temporary differences and

carryforwards. Management continues to evaluate the rationale for recording a valuation allowance on its deferred tax assets and as the Company increases earnings and utilizes deferred tax assets, it is possible the valuation allowance could be reduced or eliminated.

The Company has no uncertain tax positions requiring recognition or disclosure in the consolidated financial statements in Fiscal 2021, Fiscal 2020 and Fiscal 2019.

Interest and penalties, when incurred, are recognized in Other (expense) income, net.

Stock-Based Compensation

Stock-based compensation expense is recognized for stock option awards granted and is based on the fair value of the options on the date of grant. The fair value of stock option awards is determined using the Black-Scholes option pricing model.

In Fiscal 2021, prior to the IPO, the Company’s equity value was determined using the probability weighted expected return method (“PWERM”), or the hybrid method. Under the hybrid method, multiple valuation approaches are used and then combined into a single probability weighted valuation using a PWERM, which considers the probability of an initial public offering and sale scenarios. The results of the valuation approaches were weighted based on a variety of factors, including the current macroeconomic environment, current industry conditions and length of time since arms-length market transaction events. Additionally, a discount for lack of marketability was applied to account for the lack of access to an active public market. The resulting value was then allocated to outstanding equity using an option-pricing model. This process involved the use of estimates, judgments, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. The assumptions underlying these valuations represented Management’s best estimate, which involved inherent uncertainties and the application of Management’s judgment. As a result, if Management had used significantly different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different.

Stock-based compensation expense related to time-based stock option awards is recognized on an accelerated recognition method over the requisite service period. The fair value of performance-based stock option awards is recognized as expense when the performance condition is probable of being achieved. Forfeitures of stock option awards are recognized as they occur. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected term that the stock options will be outstanding prior to exercise, volatility, dividend yield and risk-free interest rate. Stock-based compensation expense is included in General and administrative expenses. Stock option exercises are settled with authorized but unissued shares of the Company’s common stock.

Recently Adopted Financial Accounting Standards

On December 28, 2020, we adopted ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740),” which simplified and clarifying certain technical guidelines for accounting for income taxes. The adoption of ASU 2019-12 did not result in a material change to our consolidated financial statements.

On December 31, 2018, the Company adopted ASC 842 using the modified retrospective transition method included in ASU 2018-11, “Leases (Topic 842), Targeted Improvements,” (“ASU 2018-11”). Management elected the package of practical expedients permitted under the transition guidance and also elected the accounting policy election to combine lease and non-lease components for restaurant facility leases. In addition, the Company adopted the short-term lease recognition exemption and did not recognize operating lease right-of-use assets and operating lease liabilities for leases with terms of twelve months or less. Management used the Company’s incremental borrowing rate to discount the future fixed lease payments for all leases. The Company’s incremental borrowing rate was determined based on a market yield implied by the outstanding secured term loans (see Note 10, Debt, for additional information), which was interpolated for various maturities based on the shape of the corresponding market yield curve. The corresponding market yield curve was selected based on the Company’s synthetic credit rating, which was determined using a regression analysis of rated publicly-traded comparable companies and their financial data.

On December 31, 2018, operating lease right-of-use assets of $246.0 million, operating lease liabilities of $252.8 million and a debit to the beginning balance of accumulated deficit for $0.1 million were recorded in conjunction with the adoption

of ASU 2018-11. In addition, the land lease asset and related financing obligation of $1.5 million which related to one restaurant facility that was sold and leased back from a third party in 2014 and which did not previously qualify for sale accounting was derecognized. The lease related to this transaction is accounted for as an operating lease. Financing obligations are classified within Long-term debt, net. The adoption of ASC 842 did not have a material impact on the Consolidated Statements of Operations and Comprehensive Loss and the Consolidated Statement of Cash Flows in Fiscal 2019.

Summary of Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” (“ASU 2020-04”). The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 was effective beginning March 12, 2020 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. Management is currently evaluating its contracts and the optional expedients provided by the new standard.

Revenues

12 Months Ended

Dec. 26, 2021

Revenue from Contract with Customer [Abstract]

Revenues

The following tables include a detail of liabilities from contracts with customers:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Deferred revenues:
Deferred gift card revenue	$	4,410	$	4,024
Deferred franchise fee revenue - current	244		249
Total current deferred revenues	$	4,654	$	4,273
Other long-term liabilities:
Deferred franchise fee revenue - non-current	$	2,292	$	2,025

Changes in deferred gift card liabilities were as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Deferred gift card revenue:
Balance, beginning of period	$	4,024	$	6,902	$	4,982
Gift card sales	8,286		5,197		15,898

Gift card redemptions	(7,152)		(6,924)		(12,689)
Gift card breakage	(748)		(1,151)		(1,435)
Gift card liabilities assumed through acquisitions	—		—		146
Balance, end of period	$	4,410	$	4,024	$	6,902

Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period.

Changes in deferred franchise fee liabilities were as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Deferred franchise fee revenue:
Balance, beginning of period	$	2,274	$	2,456	$	2,331
Cash received	537		158		687
Franchise revenues recognized	(275)		(340)		(436)

Business combinations	—		—		$	(126)
Balance, end of period	$	2,536	$	2,274	$	2,456

Revenues recognized disaggregated by type were as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Restaurant sales:
In-restaurant dining sales	$	452,989	$	257,029	$	400,345
Third-party delivery sales	70,486		38,524		2,648
Take-out sales	68,868		41,880		26,316
Total restaurant sales	$	592,343	$	337,433	$	429,309

Franchise revenues:
Royalty and system fund contributions	8,575		4,615		6,628
Initial fees	275		340		436
Total franchise revenues	$	8,850	$	4,955	$	7,064
Total revenues	$	601,193	$	342,388	$	436,373

Deferred revenues as of December 26, 2021 are expected to be recognized as follows:


Fiscal year	(in thousands)
2022	$	4,654
2023	$	318
2024	$	305
2025	$	308
2026	$	299
Thereafter	$	1,062

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

COVID-19 Charges

12 Months Ended

Dec. 26, 2021

Unusual or Infrequent Items, or Both [Abstract]

COVID-19 Charges

Charges recorded in connection with the COVID-19 pandemic were as follows for Fiscal 2021 and Fiscal 2020:


		FISCAL YEAR
(in thousands)	Consolidated Statements of Operations and Comprehensive Loss	2021		2020
Inventory obsolescence and spoilage	Food and beverage costs	$	—	$	562
Compensation for employees upon furlough and return from furlough	Labor and other related expenses	3		1,065
Health insurance costs paid for furloughed employees, net of employee retention credit of zero and $0.9 million, respectively	Labor and other related expenses	—		746
Other expenses	Other restaurant operating expenses	16		936
Compensation for employees upon furlough and return from furlough	General and administrative expenses	128		360
Other expenses	General and administrative expenses	64		1,080
Total COVID-19 charges		$	211	$	4,749

Accounts Receivable

12 Months Ended

Dec. 26, 2021

Receivables [Abstract]

Accounts Receivable

Accounts receivable consists of the following:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Receivables related to gift card sales	$	1,453	$	1,028
Receivables from third-party delivery providers	1,021		1,742
Receivables from franchisees	927		591
Rebate receivables	428		514
Other receivables	621		40
Total accounts receivable	$	4,450	$	3,915

Goodwill	12 Months Ended
Goodwill	Dec. 26, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill As of December 26, 2021 and December 27, 2020, the Company had goodwill of $345.2 million. Management performed a qualitative annual impairment assessment for goodwill as of the first day of the fourth quarter of Fiscal 2021 and concluded that impairment of goodwill was not more likely than not. As a result, a quantitative assessment was not required. Management performed a quantitative impairment assessment of goodwill in April 2020 as the effect of the COVID-19 pandemic was considered a triggering event indicating that the carrying value of goodwill may not be recoverable. Management determined there was no impairment loss to be recognized. Management also performed the annual impairment test of goodwill as of the first day of the fourth quarter of Fiscal 2020 and determined there was no impairment loss to be recognized.

Intangible Assets, Net

12 Months Ended

Dec. 26, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets, net consists of the following:


		DECEMBER 26, 2021
(in thousands)	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Registered trademarks, trade names, domains, liquor licenses	Indefinite	$	138,143	$	(316)	$	137,827
Franchise rights	9 years	9,404		(4,231)		5,173
		$	147,547	$	(4,547)	$	143,000


		DECEMBER 27, 2020
(in thousands)	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Registered trademarks, trade names, domains, liquor licenses	Indefinite	$	137,776	$	(316)	$	137,460
Franchise rights	9 years	9,404		(3,202)		6,202
		$	147,180	$	(3,518)	$	143,662

Management performed a qualitative annual impairment assessment of substantially all of the indefinite-lived intangible assets on the first day of the fourth quarter of Fiscal 2021 and concluded that impairment of the indefinite-lived intangible assets was not more likely than not. As a result, a quantitative assessment was not required. The indefinite-lived liquor licenses and definite-lived reacquired rights from the Company’s acquisitions were tested at the individual restaurant level in the asset group which includes long-lived assets of the individual restaurants (see Note 8, Property, Fixtures and Equipment, Net, for additional information).

Management performed a quantitative impairment assessment of the indefinite-lived intangible assets in April 2020 as the effect of the COVID-19 pandemic was considered a triggering event indicating that the carrying value of the intangible assets may not be recoverable. Management determined there was no impairment loss to be recognized. Management also performed an annual impairment test for the intangible assets on the first day of the fourth quarter of Fiscal 2020 and determined there was no impairment loss to be recognized.

In Fiscal 2019, a total non-cash impairment charge of $32.2 million was recognized related to The Egg & I trade name and franchise rights following Management’s identification of a triggering event resulting from a strategic review of its operations. All restaurants that operated under The Egg & I trade name had either closed, disenfranchised or were strategically acquired by the Company and converted to restaurants operating under the First Watch trade name as of December 29, 2019.

Total amortization expense related to definite-lived intangible assets was $1.0 million, $1.1 million, and $2.1 million in Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

Estimated future amortization of definite-lived intangible assets as of December 26, 2021 is as follows:


Fiscal year	(in thousands)
2022	$	960
2023	$	809
2024	$	809
2025	$	809
2026	$	635
Thereafter	$	1,151

Property, Fixtures and Equipment, Net

12 Months Ended

Dec. 26, 2021

Property, Plant and Equipment [Abstract]

Property, Fixtures and Equipment, Net

Property, fixtures and equipment, net consists of the following:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Building and land improvements	$	1,354	$	1,354
Leased land asset	1,190		1,190
Leasehold improvements	146,583		128,252
Furniture, fixtures and equipment (including capitalized software)	118,734		105,520
Financing lease assets	3,320		3,137
Vehicles	455		455
Total property, fixtures and equipment	271,636		239,908
Accumulated depreciation	(115,582)		(86,250)
Construction-in-progress	8,641		7,086
Total property, fixtures and equipment, net	$	164,695	$	160,744

Depreciation expense was $31.3 million, $29.6 million and $25.9 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

The Company did not recognize an impairment loss in Fiscal 2021. The Company’s long-lived assets at company-owned restaurants were evaluated for impairment in April 2020 as a result of the effects of the COVID-19 pandemic using future undiscounted net cash flows over the respective lease terms. As the estimated future undiscounted net cash flows were greater than the net book value of the respective asset groups, no impairment loss was recognized in Fiscal 2020. In Fiscal 2019, a non-cash impairment charge of $0.3 million was recognized primarily related to one under-performing restaurant, which was recorded in Impairments and loss on disposal of assets. The impairment was determined as the amount by which the carrying value of the restaurant’s asset group exceeded its fair value. Fair value was determined based on estimates of discounted future cash flows.

Loss on disposals of assets recognized of $0.4 million and $0.3 million during Fiscal 2021 and Fiscal 2020, respectively related to retirements, replacements and disposals of fixed assets in the ordinary course of business. In Fiscal 2019, a loss on disposal of assets of $1.1 million was recognized associated with restaurants that were remodeled, relocated or closed.

As of December 26, 2021 and December 27, 2020, Property, fixtures and equipment, net included $1.2 million in land related to sale and leaseback transactions accounted for as financing obligations.

Accrued Liabilities

12 Months Ended

Dec. 26, 2021

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued liabilities consists of the following:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Construction liabilities	$	4,445	$	4,301
Sales tax	3,337		2,159
Self-insurance and general liability reserves	1,353		1,297
Utilities	1,306		1,016
Credit card fees	940		520
Property tax	638		424
Contingent rent	628		234
Common area maintenance	482		700
Other	2,760		2,831
Total accrued liabilities	$	15,889	$	13,482

Debt

12 Months Ended

Dec. 26, 2021

Debt Disclosure [Abstract]

Debt

Long-term debt, net consists of the following:


	DECEMBER 26, 2021			DECEMBER 27, 2020
(in thousands)	Balance		Interest Rate	Balance		Interest Rate
New Facilities:
New Term Facility	$	100,000	2.71%	$	—	—
Senior Credit Facilities (1):
Initial Term Loan	—		—	150,214		8.00%
Initial Delayed Draw Term Loan	—		—	48,992		8.00%
First Amendment Delayed Draw Term Facility	—		—	49,458		8.00%
Second Amendment Delayed Draw Term Facility	—		—	39,369		8.00%
Finance lease liabilities	2,017			2,300
Financing obligation	3,050			3,050
Less: Unamortized debt discount and deferred issuance costs	(2,128)			(3,393)
Total Debt, net	102,939			289,990
Less: Current portion of long-term debt	(3,186)			(3,590)
Long-term debt, net	$	99,753		$	286,400

______________________________________________________________

(1) Borrowings under the Senior Credit Facilities bore interest, at the Company’s option, at a rate per annum equal to either (a) (i) the greater of an adjusted London Interbank Offered Rate (the “Adjusted Eurocurrency Rate”) and 1.00%, plus (ii) the applicable Adjusted Eurocurrency Rate spread, or (b) (i) the alternate base rate (“ABR”) plus (ii) the applicable ABR spread. ABR is a floating rate per annum equal to the highest of (i) the federal funds effective rate plus 0.50%, (ii) to the extent ascertainable, the London interbank offered rate for a one-month interest period on such day plus 1.00%, (iii) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the U.S. and (iv) 1.00%. Borrowings under the Senior Credit Facilities also bore an additional interest pursuant to the Fourth Amendment that is paid in kind. The applicable rate for the additional interest ranged from 0.25% to 1.50% of the outstanding balances, depending on the leverage ratio.

New Facilities

FWR Holding Corporation, (“FWR”), an indirect subsidiary of the Company, is the borrower under a new credit agreement, dated as of October 6, 2021, (the “New Credit Agreement”), which provides for (i) a $100.0 million term loan A facility (the “New Term Facility”) and (ii) a $75.0 million revolving credit facility (the “New Revolving Credit Facility” and, together with the New Term Facility, collectively, the “New Facilities”). The New Facilities mature on October 6, 2026. The New Revolving Credit Facility was undrawn at December 26, 2021.

The New Term Facility is subject to amortization of principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing on March 27, 2022, equal to (i) 2.50% of the original principal amount of the term loans in fiscal year ended December 25, 2022, (ii) 5.00% of the original principal amount of the term loans in fiscal year ended December 31, 2023, (iii) 5.00% of the original principal amount of the term loans in fiscal year ended December 29, 2024, (iv) 7.50% of the original principal amount of the term loans in fiscal year ended December 28, 2025 and (v) 10.00% of the original principal amount of the term loans in fiscal year ended December 27, 2026. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) under the New Term Facility is payable at the maturity of the New Term Facility.

Borrowings under the New Facilities bear interest, at the option of FWR at either (i) the base rate plus a margin of between 125 and 200 basis points depending on the total rent adjusted net leverage ratio of FWR and its restricted subsidiaries on a consolidated basis (the “Total Rent Adjusted Net Leverage Ratio”) or (ii) the London interbank offer rate (“LIBOR”) plus a margin of between 225 and 300 basis points depending on the Total Rent Adjusted Net Leverage Ratio. In addition, an unused commitment fee of between 25 and 50 basis points will be paid on the undrawn commitments under the New Revolving Credit Facility, also depending on the Total Rent Adjusted Net Leverage Ratio. The New Credit Agreement has LIBOR fallback language and may be amended to replace the LIBOR with a secured overnight financing rate or another alternate benchmark rate upon reference rate reform and the occurrence of certain LIBOR cessation events.

Senior Credit Facilities

Through October 6, 2021, FWR was the borrower under a credit agreement, dated as of August 21, 2017 (as amended by the First Amendment to Credit Agreement dated as of February 28, 2019 (the “First Amendment”), the Second Amendment to Credit Agreement dated as of December 20, 2019 (the “Second Amendment”), the Third Amendment and Waiver to Credit Agreement dated as of April 27, 2020 (the “Third Amendment”) and the Fourth Amendment to Credit Agreement dated as of August 14, 2020 (the “Fourth Amendment”), the “Credit Agreement”), which consisted of an initial term loan facility ($155.0 million), an initial delayed draw term facility ($50.0 million) and a revolving credit facility (available commitment of $20.0 million, including a $5.0 million sub-limit for letters of credit) for an initial total available borrowing commitment of $225.0 million. Pursuant to the First Amendment, an aggregate principal amount of $50.0 million was made available (the “first amendment delayed draw term facility”) and had been drawn in Fiscal 2019. Pursuant to the Second Amendment, an aggregate principal amount of $40.0 million was made available (the “second amendment delayed draw term facility”) and a total of $39.6 million had been drawn in Fiscal 2020. The Credit Agreement was set to mature on August 21, 2023.

The Senior Credit Facilities were subject to amortization of principal, payable in quarterly installments on the last business day of each fiscal quarter, equal to 0.25% of the original principal amounts borrowed. The remaining aggregate principal amounts outstanding (together with accrued and unpaid interest on the principal amount) under the Senior Credit Facilities were payable upon maturity.

The First Amendment and Second Amendment were accounted for as debt modifications and a total of $1.5 million in costs was incurred, of which $0.9 million was recognized and amortized as debt discount and deferred issuance costs and $0.6 million was recognized in Other (expense) income, net during Fiscal 2019.

The Third Amendment, which was a condition to borrowing under each delayed draw term facility and the revolving credit facility, (i) required that the aggregate cash balance of FWR and its subsidiaries would not exceed $15.0 million at the time of and immediately after giving effect to any such borrowing, (ii) modified certain affirmative and negative covenants under the Credit Agreement, (iii) added new affirmative covenants that required monthly financial and cash flow reporting through December 31, 2020 and (iv) waived a specific event of default relating to an over-borrowing. The Third Amendment was accounted for as a debt modification and all costs incurred were third-party costs that were recognized in Other (expense) income, net in Fiscal 2020.

Prior to the execution of the Fourth Amendment in August 2020, the Company received proceeds from an offering of preferred shares totaling $40.0 million (see Note 14, Stockholders’ Equity, for additional information). A portion of these proceeds were subsequently used to repay the outstanding balance of $10.5 million on the revolving credit facility.

Pursuant to the Fourth Amendment, which superseded the Third Amendment, additional interest was charged on outstanding amounts drawn that were to be paid in kind by being added to the outstanding principal amounts. The Fourth Amendment also provided for: (i) the suspension of debt covenant compliance from April 1, 2020 through March 28, 2021, (ii) additional reporting requirements, (iii) restrictions on payments, additional indebtedness and capital expenditures and (iv) additional financial and liquidity covenants. The Fourth Amendment was accounted for as a debt modification and all costs incurred were third-party costs that were recognized in Other (expense) income, net in Fiscal 2020.

The proceeds from the IPO, the proceeds from the New Term Facility and cash on hand were used to repay in full the outstanding indebtedness of the Senior Credit Facilities in October 2021. This repayment was accounted for as a debt extinguishment for accounting purposes and a loss on debt extinguishment of $2.4 million was recorded in the fourth fiscal quarter of 2021 in Other (expense) income, net.

Fair Value of Debt

The estimated fair value of the outstanding debt, excluding finance lease obligations and financing obligations, is classified as Level 3 in the fair value hierarchy and was estimated using discounted cash flow models using market yield and yield volatility. At December 26, 2021, the estimated fair value of the outstanding debt under the New Facilities was $100.0 million.

Principal payments due on the outstanding debt, excluding finance lease liabilities and financing obligations, as of December 26, 2021 are as follows:


Fiscal Year	(in thousands)
2022	$	2,500
2023	5,000
2024	5,000
2025	7,500
2026	80,000
	$	100,000

Letter of Credit

The Company utilizes a standby letter of credit to satisfy workers’ compensation requirements, as discussed in Note 2, Summary of Significant Accounting Policies. The contract amount of the letter of credit approximates its fair value. As of December 26, 2021 and December 27, 2020, the open letter of credit was approximately $0.4 million and there were no draws against the letter of credit. The Company pays participation fees for the letter of credit based on a varying percentage of the amount not drawn.

Debt Covenants

The New Facilities are guaranteed by all of FWR’s wholly-owned domestic restricted subsidiaries, subject to customary exceptions, and by AI Fresh Parent, Inc., a Delaware corporation and the direct parent company of FWR, (“Holdings”), and are secured by associated collateral agreements that pledge a lien on substantially all of FWR’s and each guarantor’s assets, including fixed assets and intangibles, in each case, subject to customary exceptions.

Under the New Credit Agreement, FWR (and in certain circumstances, Holdings) and its restricted subsidiaries are subject to customary affirmative, negative and financial covenants, maintenance of certain ratios, restrictions on additional indebtedness and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies). FWR was in compliance with covenants under the New Credit Agreement as of December 26, 2021. FWR was in compliance with the covenants under the Credit Agreement as of December 27, 2020.

Note Payable

In October 2021, the Company entered into a financing agreement for the financing of insurance premiums in a total amount of approximately $3.0 million that bears interest of 2.41% and is payable in monthly installments of $0.3 million through August 30, 2022. As of December 26, 2021, the balance on the note payable was approximately $2.4 million.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases

12 Months Ended

Dec. 26, 2021

Leases [Abstract]

Leases

The following table includes a detail of lease assets and liabilities:


(in thousands)	Consolidated Balance Sheets Classification	DECEMBER 26, 2021		DECEMBER 27, 2020
Operating lease right-of-use assets	Operating lease right-of-use assets	$	324,995	$	307,558
Finance lease assets	Property, fixtures and equipment, net	1,892		2,212
Total lease assets		$	326,887	$	309,770

Operating lease liabilities(1) - current	Current portion of operating lease liabilities	$	38,186	$	40,111
Operating lease liabilities - non-current	Operating lease liabilities	330,495		307,802
Finance lease liabilities - current	Current portion of long-term debt	686		645
Finance lease liabilities - non-current	Long-term debt, net	1,331		1,655
Total lease liabilities		$	370,698	$	350,213

__________________________________________

(1) Excludes all variable lease expense

The components of lease expense are as follows:


		FISCAL YEAR
(in thousands)	Consolidated Statements of Operations and Comprehensive Loss Classification	2021		2020		2019
Operating lease expense	Other restaurant operating expenses Occupancy expenses Pre-opening expenses General and administrative expenses	$	44,906	$	41,813	$	37,075
Variable lease expense	Food and beverage costs Occupancy expenses General and administrative expenses	12,811		9,692		9,788
Finance lease expense:
Amortization of leased assets	Depreciation and amortization	543		501		425
Interest on lease liabilities	Interest expense	174		184		163
Total lease expense (1)		$	58,434	$	52,190	$	47,451

__________________________________________

(1) Includes contingent rent of $1.1 million, $0.1 million and $0.7 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively

Supplemental cash flow information related to leases is as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	40,601	$	22,011	$	23,195
Operating cash flows - finance leases	$	174	$	184	$	163
Financing cash flows - finance leases	$	507	$	339	$	500

Supplemental information related to leases was as follows:


	FISCAL YEAR
	2021		2020
Weighted-average remaining lease term (in years)
Operating leases	15.4		16.3
Finance leases	3.5		4.4
Weighted-average discount rate (1)
Operating leases	9.0	%	9.1	%
Finance leases	7.9	%	8.0	%

__________________________________

(1) Based on the Company’s incremental borrowing rate

Future minimum lease payments on lease liabilities as of December 26, 2021 are as follows:


(in thousands)	Operating Leases		Finance Leases
Fiscal year
2022	$	39,751	$	709
2023	44,663		674
2024	45,086		674
2025	45,116		215
2026	45,015		24
Thereafter	492,004		13
Total future minimum lease payments (1)	711,635		2,309
Less: imputed interest	(342,954)		(292)
Total present value of lease liabilities	$	368,681	$	2,017

__________________________________

(1) Excludes approximately $30.2 million of executed operating leases that have not commenced as of December 26, 2021

Sale-Leaseback Transactions

In 2015, Management entered into an agreement relating to the sale and leaseback of the land for use in restaurant operations and received cash proceeds of $3.1 million. As the Company had continuing involvement with the property, the sale of the land did not qualify for sale accounting. As a result, the cash proceeds were recorded as a financing obligation. The balance of the financing obligation was $3.1 million as of December 26, 2021 and December 27, 2020.

Leases

The following table includes a detail of lease assets and liabilities:


(in thousands)	Consolidated Balance Sheets Classification	DECEMBER 26, 2021		DECEMBER 27, 2020
Operating lease right-of-use assets	Operating lease right-of-use assets	$	324,995	$	307,558
Finance lease assets	Property, fixtures and equipment, net	1,892		2,212
Total lease assets		$	326,887	$	309,770

Operating lease liabilities(1) - current	Current portion of operating lease liabilities	$	38,186	$	40,111
Operating lease liabilities - non-current	Operating lease liabilities	330,495		307,802
Finance lease liabilities - current	Current portion of long-term debt	686		645
Finance lease liabilities - non-current	Long-term debt, net	1,331		1,655
Total lease liabilities		$	370,698	$	350,213

__________________________________________

(1) Excludes all variable lease expense

The components of lease expense are as follows:


		FISCAL YEAR
(in thousands)	Consolidated Statements of Operations and Comprehensive Loss Classification	2021		2020		2019
Operating lease expense	Other restaurant operating expenses Occupancy expenses Pre-opening expenses General and administrative expenses	$	44,906	$	41,813	$	37,075
Variable lease expense	Food and beverage costs Occupancy expenses General and administrative expenses	12,811		9,692		9,788
Finance lease expense:
Amortization of leased assets	Depreciation and amortization	543		501		425
Interest on lease liabilities	Interest expense	174		184		163
Total lease expense (1)		$	58,434	$	52,190	$	47,451

__________________________________________

(1) Includes contingent rent of $1.1 million, $0.1 million and $0.7 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively

Supplemental cash flow information related to leases is as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	40,601	$	22,011	$	23,195
Operating cash flows - finance leases	$	174	$	184	$	163
Financing cash flows - finance leases	$	507	$	339	$	500

Supplemental information related to leases was as follows:


	FISCAL YEAR
	2021		2020
Weighted-average remaining lease term (in years)
Operating leases	15.4		16.3
Finance leases	3.5		4.4
Weighted-average discount rate (1)
Operating leases	9.0	%	9.1	%
Finance leases	7.9	%	8.0	%

__________________________________

(1) Based on the Company’s incremental borrowing rate

Future minimum lease payments on lease liabilities as of December 26, 2021 are as follows:


(in thousands)	Operating Leases		Finance Leases
Fiscal year
2022	$	39,751	$	709
2023	44,663		674
2024	45,086		674
2025	45,116		215
2026	45,015		24
Thereafter	492,004		13
Total future minimum lease payments (1)	711,635		2,309
Less: imputed interest	(342,954)		(292)
Total present value of lease liabilities	$	368,681	$	2,017

__________________________________

(1) Excludes approximately $30.2 million of executed operating leases that have not commenced as of December 26, 2021

Sale-Leaseback Transactions

Transaction (Income) Expenses, Net

12 Months Ended

Dec. 26, 2021

Business Combination and Asset Acquisition [Abstract]

Transaction (Income) Expenses, Net

Transaction (income) expenses, net consists of the following:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Gain on lease modification	$	(1,961)	$	—	$	—
Contingent consideration liability revaluation	801		(293)		(362)
Conversion costs	2		71		1,596
Loss (Gain) on restaurant closures/relocations	2		(36)		488
Gain on lease termination, net	—		—		(885)
Acquisition - related costs	—		—		872
Total transaction (income) expenses, net	$	(1,156)	$	(258)	$	1,709

On September 27, 2021, an agreement was executed to terminate the lease for one company-owned restaurant. Pursuant to the agreement, the Company received $1.0 million in December 2021 and an additional $1.0 million will be paid to the Company upon vacating the leased restaurant facility by December 31, 2022, which is recorded within Other current assets. A gain on lease modification of $2.0 million was recognized in Fiscal 2021 as a result of this agreement.

The Company revalued the contingent consideration liability initially recognized in connection with the Advent Acquisition (see Note 13, Income Taxes, for additional information) and recorded a loss of $0.8 million in Fiscal 2021, a gain of $0.3 million in Fiscal 2020 and a gain of $0.4 million in Fiscal 2019.

In Fiscal 2019, a gain on lease termination of $0.9 million, net of closure costs, was recognized pursuant to an executed agreement to terminate the lease for one restaurant facility. In addition, a total of $1.6 million of costs were incurred in Fiscal 2019 in connection with the conversion of certain restaurants to company-owned restaurants operating under the First Watch trade name and a total of $0.9 million of costs were incurred in connection with the acquisitions of certain restaurants from franchisees.

Income Taxes

12 Months Ended

Dec. 26, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income tax (expense) benefit consists of the following:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Current provision:
Federal	$	—	$	—	$	—
State	(301)		(118)		(139)
Total current provision	(301)		(118)		(139)
Deferred (provision) benefit:
Federal	(1,825)		18,458		10,438
State	(351)		1,533		2,120
Total deferred (provision) benefit	(2,176)		19,991		12,558
Income tax (expense) benefit	$	(2,477)	$	19,873	$	12,419

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	FISCAL YEAR
	2021		2020			2019
Income taxes at federal statutory rate	21.0	%	21.0	%		21.0	%
State income taxes, net of federal tax effect	2.4		4.1			2.9
FICA tip credit	(1,200.2)		4.7			6.9
Valuation allowance for federal and state	1,528.2		(1.8)			(10.2)
Stock-based compensation	275.9		—		—	—
Other permanent items	57.6		—			—
Rate change	(17.3)		0.1			0.9
Other	1.9		0.5			—
Total	669.5	%	28.6	%		21.5	%

The Company has a blended federal and state statutory rate of approximately 25.0%. The effective income tax rate for Fiscal 2021, Fiscal 2020 and Fiscal 2019 was different than the blended federal and state statutory rate mainly due to (i) the change in the valuation allowance and (ii) the benefit of the tax credits for FICA taxes on certain employee tips. The effective income tax rate for Fiscal 2021 was also different than the blended federal and state statutory rate as a result of the pre-vesting forfeiture of performance-based stock option awards for which the market condition was not satisfied upon the Company’s IPO (see Note 16, Stock Based Compensation, for additional information).

The components of deferred tax assets and liabilities are as follows:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Deferred income tax assets
FICA tip credit	$	34,266	$	28,324
Net operating loss	34,619		37,365
Operating lease liabilities	91,768		86,615
Organizational costs	673		914
Interest limitation	596		1,500
Accrued compensation	2,903		2,032
Deferred revenues	618		561
Stock-based compensation	1,843		918
Other	919		1,094
Valuation allowance	(35,863)		(30,214)
Total deferred income tax assets	132,342		129,109
Deferred income tax liabilities
Operating lease right-of-use assets	(80,401)		(76,190)
Depreciation	(28,479)		(27,873)
Intangible assets	(35,951)		(35,359)
Total deferred income tax liabilities	(144,831)		(139,422)
Net deferred income tax liabilities	$	(12,489)	$	(10,313)

Based upon an evaluation of the Company's deferred tax assets, Management has recognized a valuation allowance of $35.9 million and $30.2 million as of December 26, 2021 and December 27, 2020, respectively. The valuation allowance primarily relates to the Company’s federal tax credit carryforwards that are not expected to be realized prior to the statutory expiration of the carryforward. The valuation allowance will be maintained until sufficient positive evidence exists to support its reversal, including but not limited to, the magnitude and duration of the Company’s historical losses as compared to potential future profits within taxing jurisdictions to overcome such negative evidence.

Tax Carryforwards

The amount and expiration dates of federal tax loss carryforwards as of December 26, 2021 are as follows:


(in thousands)	Expiration Date	Amount
Federal net operating loss carryforwards	Indefinite	$	119,348
Federal net operating loss carryforwards	2033 - 2037	$	29,976

The Company also has state net operating loss carryforwards of $65.7 million at December 26, 2021. In addition, the Company has general business tax credits of $34.4 million at December 26, 2021, which can be carried forward twenty years and will expire between 2027 and 2041.

As of December 26, 2021, approximately $28.9 million, $19.0 million and $14.7 million of the federal loss carryforwards, state loss carryforwards and general business credits, respectively, were accumulated from operations prior to the Advent Acquisition in August 2017. To the extent these federal and state loss carryforwards and general business credits are utilized to reduce taxes payable, the Company is required to pay the previous stockholders an amount equal to tax savings. This requirement lapses with respect to any tax year, or portion thereof, beginning after December 31, 2024, or if a change in control event occurs. In connection with the accounting for the Advent Acquisition, a contingent consideration liability of $1.2 million was initially recognized, of which approximately $0.2 million was paid in Fiscal 2019. As a result of revaluing the contingent consideration liability using actual results, expected projections and state tax law changes in Fiscal 2021, the contingent consideration liability for expected payments to be made to the previous stockholders was $1.1 million as of December 26, 2021, of which $0.2 million was recorded within Accrued liabilities and $0.9 million was

recorded within Other long-term liabilities. As of December 27, 2020, the contingent consideration liability was $0.3 million, of which $0.1 million was recorded within Accrued liabilities and $0.2 million within Other long-term liabilities.

Changes in the deferred tax asset valuation allowance are as follows:


(in thousands)
Balance as of December 30, 2018	$	(24,654)
Increase	(4,321)
Balance as of December 29, 2019	(28,975)
Increase	(1,239)
Balance as of December 27, 2020	(30,214)
Increase	(5,649)
Balance as of December 26, 2021	$	(35,863)

The Company is subject to examination by federal, state and local jurisdictions, where applicable. As of December 26, 2021, the tax years that remain subject to examination by major tax jurisdictions under the statute of limitations are from the year 2013 and forward.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) to provide certain relief as a result of COVID-19. The CARES Act provides tax relief, along with other stimulus measures, including a retroactive technical correction of prior tax legislation for tax depreciation of certain qualified improvement property, among other changes. A total of $59.3 million of accelerated tax depreciation deductions was recognized related to qualified assets placed in service in Fiscal 2020, Fiscal 2019 and Fiscal 2018. Furthermore, the CARES Act made favorable changes to the Section 163(j) interest limitation and as a result, the Company was able to deduct additional interest totaling $18.9 million and $8.6 million for Fiscal 2020 and Fiscal 2019, respectively. In addition, Management began deferring the employer-paid portion of social security taxes as permitted by the CARES Act in the second quarter of Fiscal 2020. A total of $6.7 million was deferred, of which $3.3 million was paid in Fiscal 2021. The remaining balance is recorded within Accrued compensation and deferred payroll taxes at December 26, 2021. Furthermore, the CARES Act provided for refundable employee retention tax credits, which can be used to offset payroll tax liabilities. As a result, a credit of $0.9 million was recorded as an offset to payroll tax expense in Fiscal 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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+ Details

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 26, 2021
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity In Fiscal 2020, the Company had issued 266,667 preferred stock shares having a par value of $0.01 per share to existing stockholders, including Advent International Corporation, directors and executive officers. The proceeds from the issuance of the preferred shares were used to repay the outstanding balance of $10.5 million on the revolving credit facility and for working capital and general corporate purposes in Fiscal 2020. The preferred stock was automatically converted into 3,156,812 shares of common stock immediately prior to and in connection with the consummation of the Company’s IPO in October 2021. Pursuant to the amendment to the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to issue 300,000,000 common stock shares with a par value of $0.01 per share and 10,000,000 preferred shares with a par value of $0.01 per share. Each share of common stock entitles the holder to one vote for each share of common stock held and common stockholders will not have cumulative voting rights. Common stockholders are entitled to receive dividends, as and if declared by the board of directors. In addition, all common stockholders are entitled to share equally on a share-for-share basis in any assets available for distribution to common stockholders upon liquidation, dissolution, or winding up of the Company after payment is made to the preferred stockholders. No cash dividends were declared or paid in Fiscal 2021, Fiscal 2020 and Fiscal 2019.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 26, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan	Defined Contribution Plan The Company sponsors a defined contribution 401(k) savings plan (“401(k) Plan”) which requires the Company to match contributions for participants with at least one year of service 25% of the first 6% of the employees’ wages deferred into the 401(k) Plan. The 401(k) Plan also allows for additional profit-sharing contributions by the Company at the sole discretion of Management. All Company contributions vest over a five-year period. Total expense for the Company’s contributions to the 401(k) Plan was $0.5 million, $0.3 million and $0.5 million in Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

Stock-Based Compensation

12 Months Ended

Dec. 26, 2021

Share-based Payment Arrangement [Abstract]

Stock Based Compensation

Stock-based awards are granted to employees and non-employee directors. The Company has two compensation plans that provide for the granting of stock options and other share-based awards to key employees and non-employee members of the board of directors. The 2017 Omnibus Equity Incentive Plan (the “2017 Equity Plan”) and the 2021 Equity Incentive Plan (the “2021 Equity Plan”) provide for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights and stock-based awards.

2017 Equity Plan

The 2017 Equity Plan authorizes stock-based awards to be granted for up to 6,138,240 shares of common stock. The awards granted under the 2017 Equity Plan consist of non-qualified stock options that generally vest based over a five-year requisite service period from the date of grant (the “time-based option awards”), as well as upon the occurrence of certain events and if certain market conditions were achieved, the (“performance-based option awards”). Stock options have an exercisable life of no more than ten years from the date of grant. The exercise price for any stock option award must be at least equal to the fair value of the common stock on the grant date. A total of 4,409,331 shares of common stock are subject to outstanding option awards under the 2017 Equity Plan as of December 26, 2021. The Company does not intend to grant any further awards under the 2017 Equity Plan.

Modification of Performance-Based Option Awards- 2017 Equity Plan

On August 31, 2021, the Company’s board of directors amended the 2017 Equity Plan such that the performance-based option awards that convert into time-based option awards upon an initial public offering no longer vest over a period of three years, but instead vest one-third (1/3rd) on each of the first two anniversaries of an initial public offering and one-third (1/3rd) on the 273rd day following the second anniversary of an initial public offering. This was accounted for as a modification for accounting purposes, resulting in a new fair value for all the performance-based option awards using an option-pricing model as of the modification date. As of the modification date, the unrecognized compensation expense of all outstanding performance-based option awards was $15.6 million.

On September 19, 2021, the Company’s board of directors modified performance-based option awards that contained a market condition granted under the 2017 Equity Plan, such that the vesting terms for one such tranche were amended to waive the market condition. Accordingly, upon the Company’s IPO, such tranche converted into time-based option awards and vest one-third (1/3rd) on each of the first two anniversaries of the Company’s IPO and one-third (1/3rd) on the 273rd day following the second anniversary of the Company’s IPO. This was accounted for as a modification for accounting purposes resulting in a new fair value using the option-pricing model for such performance-based option awards as of the modification date. As of the modification date, the unrecognized compensation expense of this outstanding tranche was approximately $10.4 million.

On September 19, 2021, the Company’s board of directors modified the terms of performance-based option awards granted under the 2017 Equity Plan to the Company’s Chairman Emeritus. The modification accelerated the vesting period of the performance-based option awards that convert into time-based option awards upon an initial public offering such that they no longer vest one-third (1/3rd) on each of the first two anniversaries of an initial public offering and one-third (1/3rd) on the 273rd day following the second anniversary of an initial public offering, but instead will vest on August 1, 2022. Additionally, the exercise period of these time-based and performance-based vested option awards was modified such that any vested option may be exercised at any time prior to the 10th anniversary of the original grant date. These actions were accounted for as modifications for accounting purposes and resulted in an increase of $0.3 million to the fair value of these awards.

Performance-Based Option Awards - 2017 Equity Plan

Upon the consummation of the Company’s IPO in October 2021, certain performance-based option awards converted into time-based option awards and stock compensation expense of $2.4 million was recognized in the fourth quarter of Fiscal 2021. The remaining expense will be recognized on an accelerated recognition method over the remaining service period. An immediate one-time charge of $5.6 million was recognized upon closing of the IPO, which included (i) the expense from the date of the modifications through the IPO date and (ii) the expense related to performance-based option awards for which the market condition was not satisfied upon the Company’s IPO.

A summary of stock option activity under the 2017 Equity Plan for Fiscal 2021 is as follows:


	Number of Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Outstanding, December 27, 2020	5,143,229	$	10.08	$	—
Granted	147,961	$	12.68
Forfeited	(881,859)	$	9.48
Outstanding, December 26, 2021	4,409,331	$	9.48	$	28,598

Exercisable, December 26, 2021	1,775,940	$	8.96	$	12,455

A summary of the non-vested stock options under the 2017 Equity Plan is as follows:


	Number of Options	Weighted-Average Grant Date Fair Value
Nonvested, December 30, 2018	3,984,303	$	1.84
Granted	829,807	$	1.33
Vested	(429,979)	$	1.86
Forfeited	(53,271)	$	1.68
Nonvested, December 29, 2019	4,330,860	$	1.74
Granted	272,410	$	1.02
Vested	(487,086)	$	1.80
Forfeited	(234,569)	$	1.72
Nonvested, December 27, 2020	3,881,615	$	1.68
Granted (1)	147,961	$	6.35
Vested (1)	(514,326)	$	1.76
Forfeited (1)	(881,859)	$	4.26
Nonvested, December 26, 2021 (1)	2,633,391	$	7.03

______________________________

(1) Weighted-average grant date fair value includes the fair value of the performance-based option awards as of the modification dates, as described above

The aggregate intrinsic value is based on the difference between the exercise price of the stock option and the estimated fair value of the Company’s common stock, or after the IPO, based on the closing price of the Company’s common stock on the Nasdaq.

The fair value of vested stock options was $0.9 million, $0.9 million and $0.8 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

Stock-based compensation expense was $8.6 million, $0.8 million and $1.2 million in Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

As of December 26, 2021, the amount of stock-based compensation expense not yet recognized on non-vested stock option awards was approximately $13.4 million and will be recognized over a weighted-average period of approximately 1.4 years. The remaining contractual life for stock option awards granted was approximately 6.2 years at December 26, 2021.

Fair value of Stock Options

The assumptions utilized to determine the fair value of the stock option awards were as follows for the following periods:


	FISCAL YEAR
	2021		2020		2019
Weighted average risk-free interest rate	1.0	%	0.6	%	2.0	%
Weighted average expected volatility	50.3	%	41.2	%	34.1	%
Expected term (years)	4.6		4.5		4.5
Expected dividend yield	—		—		—

The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected term of the stock option award. The expected term of stock option awards has been determined based on data from publicly traded companies as the Company lacks company-specific historical or implied volatility information. Therefore, Management also estimated its expected volatility based on historical volatilities of a publicly traded set of peer companies in the restaurant industry. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not have intentions of paying dividends in the foreseeable future.

2021 Equity Plan

On September 19, 2021, the Company’s board of directors adopted, and on September 19, 2021 its stockholders approved, the 2021 Equity Plan, which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering on September 30, 2021. The number of shares of common stock to be reserved for issuance under the 2021 Equity Plan is 4,034,072 common shares (“Share Reserve”). The number of shares of common stock that may be issued under the 2021 Equity Plan will automatically increase on the first day of each fiscal year, commencing on January 1, 2023 and continuing for each fiscal year until, and including, the fiscal year ending on (and including) January 1, 2032, equal to the least of (i) 2% of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, (ii) a number of shares of common stock determined by the board of directors; and (iii) the number of shares of common stock equal to the Share Reserve. If any award granted under the 2021 Equity Plan is cancelled, expired, forfeited, or surrendered without consideration or otherwise terminated without delivery of the shares to the participant, then such unissued shares will be returned to the 2021 Equity Plan and be available for future awards under the 2021 Equity Plan. Shares that are withheld from any award in payment of the exercise, base or purchase price or taxes related to such an award, not issued or delivered as a result of the net settlement of any award, or repurchased by the Company on the open market with the proceeds of a stock option will be deemed to have been delivered under the 2021 Equity Plan and will not be returned to the 2021 Equity Plan nor be available for future awards under the 2021 Equity Plan. There were no issuances under the 2021 Equity Plan as of December 26, 2021.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 26, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Commitments Purchase obligations include agreements related to the construction or remodeling of restaurant facilities, the purchase of food, beverages, paper goods and other supplies, equipment purchases, marketing-related contracts and software license commitments and service contracts in the normal course of business. These obligations are generally pursuant to short-term purchase orders at prevailing market prices and are recorded as liabilities when the related goods are received or services rendered. These commitments are cancellable and there are no material financial penalties associated with these commitments in the event of early termination. Legal Proceedings The Company is subject to legal proceedings, claims and liabilities that arise in the ordinary course of business. The amount of the ultimate liability with respect to these matters was not material as of December 26, 2021. In the event any litigation losses become probable and estimable, the Company will recognize any anticipated losses.

Net Loss Per Common Share

12 Months Ended

Dec. 26, 2021

Earnings Per Share [Abstract]

Net Loss Per Common Share

The following table sets forth the computations of basic and diluted net loss per common share attributable to First Watch Restaurant Group, Inc.:


	FISCAL YEAR
(in thousands, except share and per share data)	2021		2020		2019
Numerator:
Net loss attributable to First Watch Restaurant Group, Inc.	$	(2,107)	$	(49,681)	$	(45,439)
Denominator:
Weighted average common shares outstanding - basic and diluted	48,213,995		45,013,784		45,013,784
Net loss per common share attributable to First Watch Restaurant Group, Inc. - basic and diluted	$	(0.04)	$	(1.10)	$	(1.01)

Diluted net loss per common share is calculated by adjusting the weighted average shares outstanding for the theoretical effect of potential common shares that would be issued for preferred stock and stock option awards outstanding and unvested at the end of the reporting period using the two-class method and treasury method, respectively. All stock option awards outstanding were excluded from the calculation of diluted net loss per common share because of their anti-dilutive impact for Fiscal 2021, Fiscal 2020 and Fiscal 2019. All preferred stock shares were excluded from the calculation of diluted net loss per common share because of their anti-dilutive impact for Fiscal 2021 and Fiscal 2020. As a result, there was no difference between basic and diluted net loss per common share attributable to First Watch Restaurant Group, Inc. during Fiscal 2021, Fiscal 2020 and Fiscal

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 26, 2021

Accounting Policies [Abstract]

Fiscal Period, Policy

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Principles of Consolidation

Reclassifications

ReclassificationsThe Company reclassified certain items in the accompanying consolidated financial statements for the prior periods to be comparable with the classification for the current period. These reclassifications are related to the presentation of Pre-opening expenses on the Consolidated Statements of Operations and Comprehensive Loss for all periods presented, which were previously included in Other restaurant operating expenses and Occupancy expenses. These reclassifications had no effect on previously reported net loss and comprehensive loss.

Use of Estimates

Segment Reporting

Business Combinations

Fair Value of Financial Instruments


Level 1			Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2			Observable inputs available other than quoted prices included in Level 1
Level 3			Unobservable inputs based on assumptions that cannot be determined by observable market data

Cash and Cash Equivalents and Restricted Cash

Amounts included in restricted cash represent those required to be set aside by a contractual agreement for the settlement of insurance claims.

Concentrations of Credit Risk

Accounts Receivable

Inventory

Deferred Offering Costs

Deferred Offering CostsCertain legal, professional accounting, and other third-party fees that are directly associated with in-process equity financings are capitalized as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in equity as a reduction of additional paid-in capital generated as a result of the offering.

Leases

Property, Fixtures and Equipment

Goodwill and Indefinite-lived Intangible Assets

Definite-lived Intangible Assets

Impairment Assessment of Long-lived Assets

Self-Insurance Reserves

Revenue Recognition

Royalty and system fund contributions from franchisees are based on a percentage of sales and are recognized as revenue in the period the sales occurred.Gift cards are sold at restaurants and certain retail venues. Deferred revenues include liabilities established for the value of the gift cards when sold. Revenue is recognized from gift card sales upon redemption by the customer. Management estimates the amount of gift cards for which the likelihood of redemption is remote, referred to as the “breakage factor,” using historical gift card redemption patterns. The estimated breakage, less an administrative fee, is recognized over the expected period of redemption as the remaining gift card values are redeemed, which is generally over a period of two years. Utilizing this method, Management estimates both the breakage and the time period of redemption. If actual redemption patterns vary from these estimates, actual gift card breakage income may differ from the amounts recorded. Estimates of the redemption period and breakage rate applied are updated periodically. Gift card liabilities are included in Deferred revenues.

Food and Beverage Costs

The components of food and beverage costs at company-owned restaurants fluctuate directly with sales volumes and are impacted by changes in commodity prices or promotional activities.

Pre-opening Expenses

Consideration Received from Vendors

Advertising Cost

Advertising Costs Advertising costs are recognized as incurred or, in the case of advertisements, when the advertisement occurs.

Debt Discount and Deferred Issuance Costs

Income Taxes

The Company has no uncertain tax positions requiring recognition or disclosure in the consolidated financial statements in Fiscal 2021, Fiscal 2020 and Fiscal 2019.

Interest and penalties, when incurred, are recognized in Other (expense) income, net.

Stock-Based Compensation

Recently Adopted Financial Accounting Standards

Summary of Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 26, 2021

Accounting Policies [Abstract]

Schedule of Property Plant and Equipment Useful Life

Depreciation is computed using the straight-line method over the following estimated useful lives:


Building and land improvements			30 to 40 years
Leasehold improvements			3 to 20 years
Furniture and fixtures			2 to 10 years
Equipment (including capitalized software)			2 to 15 years
Vehicles			3 to 10 years

Revenues (Tables)

12 Months Ended

Dec. 26, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable

The following tables include a detail of liabilities from contracts with customers:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Deferred revenues:
Deferred gift card revenue	$	4,410	$	4,024
Deferred franchise fee revenue - current	244		249
Total current deferred revenues	$	4,654	$	4,273
Other long-term liabilities:
Deferred franchise fee revenue - non-current	$	2,292	$	2,025

Changes in deferred gift card liabilities were as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Deferred gift card revenue:
Balance, beginning of period	$	4,024	$	6,902	$	4,982
Gift card sales	8,286		5,197		15,898

Gift card redemptions	(7,152)		(6,924)		(12,689)
Gift card breakage	(748)		(1,151)		(1,435)
Gift card liabilities assumed through acquisitions	—		—		146
Balance, end of period	$	4,410	$	4,024	$	6,902

Changes in deferred franchise fee liabilities were as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Deferred franchise fee revenue:
Balance, beginning of period	$	2,274	$	2,456	$	2,331
Cash received	537		158		687
Franchise revenues recognized	(275)		(340)		(436)

Business combinations	—		—		$	(126)
Balance, end of period	$	2,536	$	2,274	$	2,456

Schedule of Disaggregation of Revenue

Revenues recognized disaggregated by type were as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Restaurant sales:
In-restaurant dining sales	$	452,989	$	257,029	$	400,345
Third-party delivery sales	70,486		38,524		2,648
Take-out sales	68,868		41,880		26,316
Total restaurant sales	$	592,343	$	337,433	$	429,309

Franchise revenues:
Royalty and system fund contributions	8,575		4,615		6,628
Initial fees	275		340		436
Total franchise revenues	$	8,850	$	4,955	$	7,064
Total revenues	$	601,193	$	342,388	$	436,373

Schedule of Deferred Revenues Expected to be Recognized

Deferred revenues as of December 26, 2021 are expected to be recognized as follows:


Fiscal year	(in thousands)
2022	$	4,654
2023	$	318
2024	$	305
2025	$	308
2026	$	299
Thereafter	$	1,062

COVID-19 Charges (Tables)

12 Months Ended

Dec. 26, 2021

Unusual or Infrequent Items, or Both [Abstract]

Summary of the Charges Recorded in Connection With the COVID-19 Pandemic

Charges recorded in connection with the COVID-19 pandemic were as follows for Fiscal 2021 and Fiscal 2020:


		FISCAL YEAR
(in thousands)	Consolidated Statements of Operations and Comprehensive Loss	2021		2020
Inventory obsolescence and spoilage	Food and beverage costs	$	—	$	562
Compensation for employees upon furlough and return from furlough	Labor and other related expenses	3		1,065
Health insurance costs paid for furloughed employees, net of employee retention credit of zero and $0.9 million, respectively	Labor and other related expenses	—		746
Other expenses	Other restaurant operating expenses	16		936
Compensation for employees upon furlough and return from furlough	General and administrative expenses	128		360
Other expenses	General and administrative expenses	64		1,080
Total COVID-19 charges		$	211	$	4,749

Accounts Receivable (Tables)

12 Months Ended

Dec. 26, 2021

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consists of the following:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Receivables related to gift card sales	$	1,453	$	1,028
Receivables from third-party delivery providers	1,021		1,742
Receivables from franchisees	927		591
Rebate receivables	428		514
Other receivables	621		40
Total accounts receivable	$	4,450	$	3,915

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 26, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consists of the following:


		DECEMBER 26, 2021
(in thousands)	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Registered trademarks, trade names, domains, liquor licenses	Indefinite	$	138,143	$	(316)	$	137,827
Franchise rights	9 years	9,404		(4,231)		5,173
		$	147,547	$	(4,547)	$	143,000


		DECEMBER 27, 2020
(in thousands)	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Registered trademarks, trade names, domains, liquor licenses	Indefinite	$	137,776	$	(316)	$	137,460
Franchise rights	9 years	9,404		(3,202)		6,202
		$	147,180	$	(3,518)	$	143,662

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net consists of the following:


		DECEMBER 26, 2021
(in thousands)	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Registered trademarks, trade names, domains, liquor licenses	Indefinite	$	138,143	$	(316)	$	137,827
Franchise rights	9 years	9,404		(4,231)		5,173
		$	147,547	$	(4,547)	$	143,000


		DECEMBER 27, 2020
(in thousands)	Weighted Average Useful Lives	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Registered trademarks, trade names, domains, liquor licenses	Indefinite	$	137,776	$	(316)	$	137,460
Franchise rights	9 years	9,404		(3,202)		6,202
		$	147,180	$	(3,518)	$	143,662

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated future amortization of definite-lived intangible assets as of December 26, 2021 is as follows:


Fiscal year	(in thousands)
2022	$	960
2023	$	809
2024	$	809
2025	$	809
2026	$	635
Thereafter	$	1,151

Property, Fixtures and Equipment, Net (Tables)

12 Months Ended

Dec. 26, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Fixtures and Equipment, Net

Property, fixtures and equipment, net consists of the following:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Building and land improvements	$	1,354	$	1,354
Leased land asset	1,190		1,190
Leasehold improvements	146,583		128,252
Furniture, fixtures and equipment (including capitalized software)	118,734		105,520
Financing lease assets	3,320		3,137
Vehicles	455		455
Total property, fixtures and equipment	271,636		239,908
Accumulated depreciation	(115,582)		(86,250)
Construction-in-progress	8,641		7,086
Total property, fixtures and equipment, net	$	164,695	$	160,744

Accrued Liabilities (Tables)

12 Months Ended

Dec. 26, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consists of the following:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Construction liabilities	$	4,445	$	4,301
Sales tax	3,337		2,159
Self-insurance and general liability reserves	1,353		1,297
Utilities	1,306		1,016
Credit card fees	940		520
Property tax	638		424
Contingent rent	628		234
Common area maintenance	482		700
Other	2,760		2,831
Total accrued liabilities	$	15,889	$	13,482

Debt (Tables)

12 Months Ended

Dec. 26, 2021

Debt Disclosure [Abstract]

Schedule of Long-Term Debt, Net

Long-term debt, net consists of the following:


	DECEMBER 26, 2021			DECEMBER 27, 2020
(in thousands)	Balance		Interest Rate	Balance		Interest Rate
New Facilities:
New Term Facility	$	100,000	2.71%	$	—	—
Senior Credit Facilities (1):
Initial Term Loan	—		—	150,214		8.00%
Initial Delayed Draw Term Loan	—		—	48,992		8.00%
First Amendment Delayed Draw Term Facility	—		—	49,458		8.00%
Second Amendment Delayed Draw Term Facility	—		—	39,369		8.00%
Finance lease liabilities	2,017			2,300
Financing obligation	3,050			3,050
Less: Unamortized debt discount and deferred issuance costs	(2,128)			(3,393)
Total Debt, net	102,939			289,990
Less: Current portion of long-term debt	(3,186)			(3,590)
Long-term debt, net	$	99,753		$	286,400

______________________________________________________________

Schedule of Maturities of Long-term Debt

Principal payments due on the outstanding debt, excluding finance lease liabilities and financing obligations, as of December 26, 2021 are as follows:


Fiscal Year	(in thousands)
2022	$	2,500
2023	5,000
2024	5,000
2025	7,500
2026	80,000
	$	100,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.12-04(a))
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Leases (Tables)

12 Months Ended

Dec. 26, 2021

Leases [Abstract]

Schedule of Supplemental Information Related to Leases

The following table includes a detail of lease assets and liabilities:


(in thousands)	Consolidated Balance Sheets Classification	DECEMBER 26, 2021		DECEMBER 27, 2020
Operating lease right-of-use assets	Operating lease right-of-use assets	$	324,995	$	307,558
Finance lease assets	Property, fixtures and equipment, net	1,892		2,212
Total lease assets		$	326,887	$	309,770

Operating lease liabilities(1) - current	Current portion of operating lease liabilities	$	38,186	$	40,111
Operating lease liabilities - non-current	Operating lease liabilities	330,495		307,802
Finance lease liabilities - current	Current portion of long-term debt	686		645
Finance lease liabilities - non-current	Long-term debt, net	1,331		1,655
Total lease liabilities		$	370,698	$	350,213

__________________________________________

(1) Excludes all variable lease expense

Supplemental information related to leases was as follows:


	FISCAL YEAR
	2021		2020
Weighted-average remaining lease term (in years)
Operating leases	15.4		16.3
Finance leases	3.5		4.4
Weighted-average discount rate (1)
Operating leases	9.0	%	9.1	%
Finance leases	7.9	%	8.0	%

__________________________________

(1) Based on the Company’s incremental borrowing rate

Schedule of Supplemental Cash Flow Information

The components of lease expense are as follows:


		FISCAL YEAR
(in thousands)	Consolidated Statements of Operations and Comprehensive Loss Classification	2021		2020		2019
Operating lease expense	Other restaurant operating expenses Occupancy expenses Pre-opening expenses General and administrative expenses	$	44,906	$	41,813	$	37,075
Variable lease expense	Food and beverage costs Occupancy expenses General and administrative expenses	12,811		9,692		9,788
Finance lease expense:
Amortization of leased assets	Depreciation and amortization	543		501		425
Interest on lease liabilities	Interest expense	174		184		163
Total lease expense (1)		$	58,434	$	52,190	$	47,451

__________________________________________

(1) Includes contingent rent of $1.1 million, $0.1 million and $0.7 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively

Supplemental cash flow information related to leases is as follows:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	40,601	$	22,011	$	23,195
Operating cash flows - finance leases	$	174	$	184	$	163
Financing cash flows - finance leases	$	507	$	339	$	500

Schedule of Operating Lease Maturity

Future minimum lease payments on lease liabilities as of December 26, 2021 are as follows:


(in thousands)	Operating Leases		Finance Leases
Fiscal year
2022	$	39,751	$	709
2023	44,663		674
2024	45,086		674
2025	45,116		215
2026	45,015		24
Thereafter	492,004		13
Total future minimum lease payments (1)	711,635		2,309
Less: imputed interest	(342,954)		(292)
Total present value of lease liabilities	$	368,681	$	2,017

__________________________________

(1) Excludes approximately $30.2 million of executed operating leases that have not commenced as of December 26, 2021

Schedule of Finance Lease Maturity

Future minimum lease payments on lease liabilities as of December 26, 2021 are as follows:


(in thousands)	Operating Leases		Finance Leases
Fiscal year
2022	$	39,751	$	709
2023	44,663		674
2024	45,086		674
2025	45,116		215
2026	45,015		24
Thereafter	492,004		13
Total future minimum lease payments (1)	711,635		2,309
Less: imputed interest	(342,954)		(292)
Total present value of lease liabilities	$	368,681	$	2,017

__________________________________

(1) Excludes approximately $30.2 million of executed operating leases that have not commenced as of December 26, 2021

Transaction Income, Net (Tables)

12 Months Ended

Dec. 26, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Transaction (Income) Expenses, Net

Transaction (income) expenses, net consists of the following:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Gain on lease modification	$	(1,961)	$	—	$	—
Contingent consideration liability revaluation	801		(293)		(362)
Conversion costs	2		71		1,596
Loss (Gain) on restaurant closures/relocations	2		(36)		488
Gain on lease termination, net	—		—		(885)
Acquisition - related costs	—		—		872
Total transaction (income) expenses, net	$	(1,156)	$	(258)	$	1,709

Income Taxes (Tables)

12 Months Ended

Dec. 26, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

Income tax (expense) benefit consists of the following:


	FISCAL YEAR
(in thousands)	2021		2020		2019
Current provision:
Federal	$	—	$	—	$	—
State	(301)		(118)		(139)
Total current provision	(301)		(118)		(139)
Deferred (provision) benefit:
Federal	(1,825)		18,458		10,438
State	(351)		1,533		2,120
Total deferred (provision) benefit	(2,176)		19,991		12,558
Income tax (expense) benefit	$	(2,477)	$	19,873	$	12,419

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	FISCAL YEAR
	2021		2020			2019
Income taxes at federal statutory rate	21.0	%	21.0	%		21.0	%
State income taxes, net of federal tax effect	2.4		4.1			2.9
FICA tip credit	(1,200.2)		4.7			6.9
Valuation allowance for federal and state	1,528.2		(1.8)			(10.2)
Stock-based compensation	275.9		—		—	—
Other permanent items	57.6		—			—
Rate change	(17.3)		0.1			0.9
Other	1.9		0.5			—
Total	669.5	%	28.6	%		21.5	%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows:


(in thousands)	DECEMBER 26, 2021		DECEMBER 27, 2020
Deferred income tax assets
FICA tip credit	$	34,266	$	28,324
Net operating loss	34,619		37,365
Operating lease liabilities	91,768		86,615
Organizational costs	673		914
Interest limitation	596		1,500
Accrued compensation	2,903		2,032
Deferred revenues	618		561
Stock-based compensation	1,843		918
Other	919		1,094
Valuation allowance	(35,863)		(30,214)
Total deferred income tax assets	132,342		129,109
Deferred income tax liabilities
Operating lease right-of-use assets	(80,401)		(76,190)
Depreciation	(28,479)		(27,873)
Intangible assets	(35,951)		(35,359)
Total deferred income tax liabilities	(144,831)		(139,422)
Net deferred income tax liabilities	$	(12,489)	$	(10,313)

Summary of Tax Credit Carryforwards

Tax Carryforwards

The amount and expiration dates of federal tax loss carryforwards as of December 26, 2021 are as follows:


(in thousands)	Expiration Date	Amount
Federal net operating loss carryforwards	Indefinite	$	119,348
Federal net operating loss carryforwards	2033 - 2037	$	29,976

Summary of Deferred Tax Asset Valuation Allowance

Changes in the deferred tax asset valuation allowance are as follows:


(in thousands)
Balance as of December 30, 2018	$	(24,654)
Increase	(4,321)
Balance as of December 29, 2019	(28,975)
Increase	(1,239)
Balance as of December 27, 2020	(30,214)
Increase	(5,649)
Balance as of December 26, 2021	$	(35,863)

Compensation Related Costs, Share Based Payments (Tables)

12 Months Ended

Dec. 26, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock Options Roll Forward

A summary of stock option activity under the 2017 Equity Plan for Fiscal 2021 is as follows:


	Number of Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Outstanding, December 27, 2020	5,143,229	$	10.08	$	—
Granted	147,961	$	12.68
Forfeited	(881,859)	$	9.48
Outstanding, December 26, 2021	4,409,331	$	9.48	$	28,598

Exercisable, December 26, 2021	1,775,940	$	8.96	$	12,455

Schedule of Fair Value Non-vested Options at Grant Dates

A summary of the non-vested stock options under the 2017 Equity Plan is as follows:


	Number of Options	Weighted-Average Grant Date Fair Value
Nonvested, December 30, 2018	3,984,303	$	1.84
Granted	829,807	$	1.33
Vested	(429,979)	$	1.86
Forfeited	(53,271)	$	1.68
Nonvested, December 29, 2019	4,330,860	$	1.74
Granted	272,410	$	1.02
Vested	(487,086)	$	1.80
Forfeited	(234,569)	$	1.72
Nonvested, December 27, 2020	3,881,615	$	1.68
Granted (1)	147,961	$	6.35
Vested (1)	(514,326)	$	1.76
Forfeited (1)	(881,859)	$	4.26
Nonvested, December 26, 2021 (1)	2,633,391	$	7.03

______________________________

(1) Weighted-average grant date fair value includes the fair value of the performance-based option awards as of the modification dates, as described above

Details of Weighted-Average Grant-Date Fair Values and Assumptions Used for Estimating Fair Values

The assumptions utilized to determine the fair value of the stock option awards were as follows for the following periods:


	FISCAL YEAR
	2021		2020		2019
Weighted average risk-free interest rate	1.0	%	0.6	%	2.0	%
Weighted average expected volatility	50.3	%	41.2	%	34.1	%
Expected term (years)	4.6		4.5		4.5
Expected dividend yield	—		—		—

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 26, 2021

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted Net Loss per Common Share

The following table sets forth the computations of basic and diluted net loss per common share attributable to First Watch Restaurant Group, Inc.:


	FISCAL YEAR
(in thousands, except share and per share data)	2021		2020		2019
Numerator:
Net loss attributable to First Watch Restaurant Group, Inc.	$	(2,107)	$	(49,681)	$	(45,439)
Denominator:
Weighted average common shares outstanding - basic and diluted	48,213,995		45,013,784		45,013,784
Net loss per common share attributable to First Watch Restaurant Group, Inc. - basic and diluted	$	(0.04)	$	(1.10)	$	(1.01)

Condensed Financial Information of Registrant (Parent Company Only) (Tables)

12 Months Ended

Dec. 26, 2021

Condensed Financial Information Disclosure [Abstract]

CONSOLIDATED BALANCE SHEETS

FIRST WATCH RESTAURANT GROUP, INC.

(PARENT COMPANY ONLY)

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	DECEMBER 26, 2021		DECEMBER 27, 2020
Assets
Investment in subsidiaries	$	504,429	$	320,866

Equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized and none outstanding at December 26, 2021; 266,667 shares authorized, issued and outstanding at December 27, 2020	$	—	$	3
Common stock; $0.01 par value; 300,000,000 shares authorized; 59,048,446 and 45,013,784 shares issued and outstanding at December 26, 2021 and December 27, 2020, respectively	590		450
Additional paid-in capital	608,878		423,345
Accumulated deficit	(105,039)		(102,932)
Total equity attributable to First Watch Restaurant Group, Inc.	$	504,429	$	320,866

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FIRST WATCH RESTAURANT GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	FISCAL YEAR
	2021		2020		2019
Equity in net loss of subsidiaries
Net loss and comprehensive loss	$	(2,107)	$	(49,681)	$	(45,472)

Net loss per common share attributable to First Watch Restaurant Group, Inc. - basic and diluted	$	(0.04)	$	(1.10)	$	(1.01)
Weighted average number of common shares outstanding - basic and diluted	48,213,995		45,013,784		45,013,784

Nature of Business and Organization - Additional Information (Details)	Dec. 26, 2021 state restaurant	Dec. 31, 2018 restaurant
Franchisor Disclosure [Line Items]
Number of states where company operates and franchises restaurants \| state	28
Number of restaurants		1
Company-owned restaurants
Franchisor Disclosure [Line Items]
Number of restaurants	341
Franchise-owned restaurants
Franchisor Disclosure [Line Items]
Number of restaurants	94

Nature of Business and Organization - Initial Public Offering (Details) $ / shares in Units, $ in Millions	Oct. 05, 2021 USD ($) $ / shares shares	Sep. 20, 2021 shares	Dec. 26, 2021 shares	Dec. 27, 2020 shares
Class of Stock [Line Items]
Stock split, conversion ratio		11.838
Common stock authorized (in shares)		300,000,000	300,000,000	300,000,000
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000	266,667
Common Stock
Class of Stock [Line Items]
Shares issued on conversion (in shares)	3,156,812
IPO
Class of Stock [Line Items]
Shares of common stock sold (in shares)	10,877,850
Initial public offering price (in dollars per share) \| $ / shares	$ 18.00
Aggregate net proceeds from IPO \| $	$ 182.1
Underwriting discounts and commissions \| $	$ 13.7
Over-Allotment Option
Class of Stock [Line Items]
Shares of common stock sold (in shares)	1,418,850

Summary of Significant Accounting Policies - Narrative (Details)				7 Months Ended	12 Months Ended
	Dec. 24, 2019 USD ($)	Jan. 28, 2019 USD ($) restaurant	Dec. 31, 2018 USD ($) restaurant	Dec. 31, 2019 USD ($) restaurant	Dec. 26, 2021 USD ($) reportingUnit distinctPerformanceObligation	Dec. 27, 2020 USD ($)	Dec. 29, 2019 USD ($)
Accounting Policies [Line Items]
Acquisition of non-controlling interest	$ 450,000				$ 0	$ 0	$ 450,000
Number of restaurants, acquired \| restaurant		5	4	9
Payments to acquire businesses, gross		$ 9,900,000	$ 7,000,000	$ 6,200,000
Number of restaurants, additional acquired \| restaurant		2
Business acquisition, transaction costs							900,000
Financing receivable, allowance for credit loss					0	0
Deferred offering costs					5,000,000.0	2,000,000.0
Direct operating costs					$ 500,000	400,000
Number of reporting units \| reportingUnit					1
Stop-loss insurance claim in excess amount					$ 125,000
Workers' compensation claim in excess amount					500,000
Liability for estimated unpaid claims					$ 1,400,000	1,300,000
Number of distinct performance obligations \| distinctPerformanceObligation					1
Gift card redeemable period					2 years
Advertising expense					$ 4,800,000	3,300,000	4,400,000
Uncertain tax positions					0	0	$ 0
Operating lease right-of-use assets			246,000,000		324,995,000	307,558,000
Operating lease, liability			252,800,000		368,681,000
Accumulated deficit			100,000		(105,039,000)	(102,932,000)
Land lease asset			1,500,000
Sale leaseback transaction, finance obligation			$ 1,500,000		$ 3,100,000	$ 3,100,000
Number of restaurants \| restaurant			1
TFW-NC, LLC
Accounting Policies [Line Items]
Business acquisition, percentage of voting interests acquired	25.00%						75.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer
Accounting Policies [Line Items]
Concentration risk, percentage					10.00%

Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 26, 2021
Building and land improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	30 years
Building and land improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	20 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Equipment (including capitalized software) \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Equipment (including capitalized software) \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	15 years
Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

Revenues - Detail of Contract Liabilities (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Revenue from Contract with Customer [Abstract]
Deferred gift card revenue	$ 4,410	$ 4,024
Deferred franchise fee revenue - current	244	249
Total current deferred revenues	4,654	4,273
Deferred franchise fee revenue - non-current	$ 2,292	$ 2,025

Revenues - Change in Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Deferred gift card revenue:
Balance, beginning of period	$ 4,024	$ 6,902	$ 4,982
Gift card sales	8,286	5,197	15,898
Gift card redemptions	(7,152)	(6,924)	(12,689)
Gift card breakage	(748)	(1,151)	(1,435)
Gift card liabilities assumed through acquisitions	0	0	146
Balance, end of period	4,410	4,024	6,902
Deferred franchise fee revenue:
Balance, beginning of period	2,274	2,456	2,331
Cash received	537	158	687
Franchise revenues recognized	(275)	(340)	(436)
Business combinations	0	0	(126)
Balance, end of period	$ 2,536	$ 2,274	$ 2,456

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 601,193	$ 342,388	$ 436,373
Restaurant sales
Disaggregation of Revenue [Line Items]
Total revenues	592,343	337,433	429,309
In-restaurant dining sales
Disaggregation of Revenue [Line Items]
Total revenues	452,989	257,029	400,345
Third-party delivery sales
Disaggregation of Revenue [Line Items]
Total revenues	70,486	38,524	2,648
Take-out sales
Disaggregation of Revenue [Line Items]
Total revenues	68,868	41,880	26,316
Franchise revenues
Disaggregation of Revenue [Line Items]
Total revenues	8,850	4,955	7,064
Royalty and system fund contributions
Disaggregation of Revenue [Line Items]
Total revenues	8,575	4,615	6,628
Initial fees
Disaggregation of Revenue [Line Items]
Total revenues	$ 275	$ 340	$ 436

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenues - Deferred Revenues Expected to be Recognized (Details) $ in Thousands	Dec. 26, 2021 USD ($)
2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	$ 4,654
2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	318
2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	305
2025
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	308
2026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	299
Thereafter
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized	$ 1,062

COVID-19 Charges (Details) - USD ($)	12 Months Ended
COVID-19 Charges (Details) - USD ($)	Dec. 26, 2021	Dec. 27, 2020
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	$ 211,000	$ 4,749,000
Health insurance costs paid for furloughed employees	0	900,000
Food and beverage costs \| Inventory obsolescence and spoilage
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	0	562,000
Labor and other related expenses \| Compensation for employees upon furlough and return from furlough
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	3,000	1,065,000
Labor and other related expenses \| Health insurance costs paid for furloughed employees, net of employee retention credit of zero and $0.9 million, respectively
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	0	746,000
Other restaurant operating expenses \| Other expenses
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	16,000	936,000
General and administrative expenses \| Compensation for employees upon furlough and return from furlough
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	128,000	360,000
General and administrative expenses \| Other expenses
Unusual or Infrequent Item, or Both [Line Items]
Total COVID-19 charges	$ 64,000	$ 1,080,000

Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Receivables [Abstract]
Receivables related to gift card sales	$ 1,453	$ 1,028
Receivables from third-party delivery providers	1,021	1,742
Receivables from franchisees	927	591
Rebate receivables	428	514
Other receivables	621	40
Total accounts receivable	$ 4,450	$ 3,915

Goodwill (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 345,219	$ 345,219

Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, accumulated amortization	$ (4,547)	$ (3,518)
Gross Carrying Value	147,547	147,180
Net Carrying Value	143,000	143,662
Registered trademarks, trade names, domains, liquor licenses
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	138,143	137,776
Indefinite-Lived intangible assets, accumulated amortization	(316)	(316)
Indefinite-lived intangible assets, net	$ 137,827	$ 137,460
Franchise rights
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Lives	9 years	9 years
Finite-lived intangible assets, gross	$ 9,404	$ 9,404
Finite-lived intangible assets, accumulated amortization	(4,231)	(3,202)
Finite-lived intangible assets, net	$ 5,173	$ 6,202

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Non-cash impairment charges, net			$ 32.2
Amortization expense	$ 1.0	$ 1.1	$ 2.1

Intangible Assets, Net - Schedule of Estimated Future Amortization of Definite-lived Intangible Assets (Details) $ in Thousands	Dec. 26, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 960
2023	809
2024	809
2025	809
2026	635
Thereafter	$ 1,151

Property, Fixtures and Equipment, Net- Schedule of Property, Fixtures and Equipment (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	$ 271,636	$ 239,908
Accumulated depreciation	(115,582)	(86,250)
Construction-in-progress	8,641	7,086
Total property, fixtures and equipment, net	164,695	160,744
Building and land improvements
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	1,354	1,354
Leased land asset
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	1,190	1,190
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	146,583	128,252
Furniture, fixtures and equipment (including capitalized software)
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	118,734	105,520
Financing lease assets
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	3,320	3,137
Vehicles
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	$ 455	$ 455

Property, Fixtures and Equipment, Net - Narrative (Details)	12 Months Ended
	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	Dec. 29, 2019 USD ($) restaurant
Property, Plant and Equipment [Line Items]
Depreciation	$ 31,300,000	$ 29,600,000	$ 25,900,000
Non-cash impairment charges			$ 300,000
Number of under-performing restaurant \| restaurant			1
Loss on disposal of assets	400,000	300,000	$ 1,100,000
Total property, fixtures and equipment	271,636,000	239,908,000
Leased land asset
Property, Plant and Equipment [Line Items]
Total property, fixtures and equipment	$ 1,200,000	$ 1,200,000

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020
Payables and Accruals [Abstract]
Construction liabilities	$ 4,445	$ 4,301
Sales tax	3,337	2,159
Self-insurance and general liability reserves	1,353	1,297
Utilities	1,306	1,016
Credit card fees	940	520
Property tax	638	424
Contingent rent	628	234
Common area maintenance	482	700
Other	2,760	2,831
Total accrued liabilities	$ 15,889	$ 13,482

Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020
Debt Instrument [Line Items]
Long-term debt, gross	$ 100,000
Finance lease liabilities	2,017	$ 2,300
Debt instrument, unamortized discount debt issuance costs, net	(2,128)	3,393
Total Debt, net	102,939	289,990
Less: Current portion of long-term debt	(3,186)	(3,590)
Long-term debt, net	99,753	286,400
New Facilities \| Line of Credit \| New Term Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 100,000	$ 0
Interest rate	2.71%	0.00%
Senior Credit Facilities \| Line of Credit \| Minimum
Debt Instrument [Line Items]
Applicable rate for additional interest, paid-in-kind	0.25%
Senior Credit Facilities \| Line of Credit \| Maximum
Debt Instrument [Line Items]
Applicable rate for additional interest, paid-in-kind	1.50%
Senior Credit Facilities \| Line of Credit \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate, floor	1.00%
Variable rate used to determine alternate base rate	1.00%
Alternate base rate, floor	1.00%
Senior Credit Facilities \| Line of Credit \| Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable rate used to determine alternate base rate	0.50%
Senior Credit Facilities \| Line of Credit \| Initial Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 150,214
Interest rate	0.00%	8.00%
Senior Credit Facilities \| Line of Credit \| Initial Delayed Draw Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 48,992
Interest rate	0.00%	8.00%
Senior Credit Facilities \| Line of Credit \| First Amendment Delayed Draw Term Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 49,458
Interest rate	0.00%	8.00%
Senior Credit Facilities \| Line of Credit \| Second Amendment Delayed Draw Term Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 39,369
Interest rate	0.00%	8.00%
Financing obligations \| Other Debt
Debt Instrument [Line Items]
Long-term debt, gross	$ 3,050	$ 3,050

Debt - Narrative (Details) - USD ($)		3 Months Ended	12 Months Ended
Debt - Narrative (Details) - USD ($)	Aug. 13, 2020	Dec. 26, 2021	Dec. 27, 2026	Dec. 28, 2025	Dec. 29, 2024	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Oct. 31, 2021	Oct. 06, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt instrument, unamortized discount debt issuance costs, net		$ (2,128,000)						$ (2,128,000)	$ 3,393,000
Proceeds from preferred stock issuance	$ 40,000,000							0	40,000,000	$ 0
Line of credit facility, fair value of amount outstanding		10,500,000						10,500,000	10,500,000
Loss on extinguishment of debt								2,403,000	0	0
Letters of credit outstanding, amount		400,000						400,000	400,000
Letters of credit draws, amount		0						0	0
Note payable, monthly installment plan											$ 300,000
Note payable		2,352,000						$ 2,352,000	0
Notes Payable, Other Payables
Debt Instrument [Line Items]
Debt instrument, face amount											$ 3,000,000
Interest rate											2.41%
New Term Facility \| New Facilities \| Minimum
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage								0.25%
New Term Facility \| New Facilities \| Minimum \| Adjusted Leverage Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate								1.25%
New Term Facility \| New Facilities \| Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate								2.25%
New Term Facility \| New Facilities \| Maximum
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage								0.50%
New Term Facility \| New Facilities \| Maximum \| Adjusted Leverage Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate								2.00%
New Term Facility \| New Facilities \| Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate								3.00%
New Term Facility \| New Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												$ 100,000,000.0
New Term Facility \| New Facilities \| Line of Credit \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, amortization cost, percentage of principal amount			10.00%	7.50%	5.00%	5.00%	2.50%
New Term Facility \| Senior Credit Facilities \| Line of Credit \| Fair Value, Inputs, Level 3
Debt Instrument [Line Items]
Estimated fair value of outstanding debt, excluding finance lease liabilities and financing obligations		100,000,000.0						$ 100,000,000.0
Revolving Credit Facility \| New Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												75,000,000.0
Loss on extinguishment of debt		$ 2,400,000
Revolving Credit Facility \| Senior Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												20,000,000
Line of credit facility, accordion feature, higher borrowing capacity option												225,000,000
Initial Term Loan \| Senior Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												155,000,000
Quarterly amortization payment percentage		0.25%						0.25%
Initial Delayed Draw Term Loan \| Senior Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												50,000,000
Letter of Credit \| Senior Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity												$ 5,000,000
First Amendment Delayed Draw \| Senior Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity										50,000,000
Second Amendment Delayed Draw \| Senior Credit Facilities \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity									40,000,000
Long-term debt, amount drawn									$ 39,600,000
First Amendment and Second Amendment
Debt Instrument [Line Items]
Payments of debt restructuring costs										1,500,000
Debt instrument, unamortized discount debt issuance costs, net										900,000
First Amendment and Second Amendment \| Nonoperating Income (Expense)
Debt Instrument [Line Items]
Payments of debt restructuring costs										$ 600,000
Third Amendement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity													$ 15,000,000

Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Dec. 26, 2021 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 2,500
2023	5,000
2024	5,000
2025	7,500
2026	80,000
Total long-term debt	$ 100,000

Leases - Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020	Dec. 31, 2018
Leases [Abstract]
Operating lease right-of-use assets	$ 324,995	$ 307,558	$ 246,000
Finance lease assets	1,892	2,212
Total lease assets	326,887	309,770
Operating lease liabilities - current	38,186	40,111
Operating lease liabilities - non-current	330,495	307,802
Finance lease liabilities - current	686	645
Finance lease liabilities - non-current	1,331	1,655
Total lease liabilities	$ 370,698	$ 350,213
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, fixtures and equipment, net of accumulated depreciation of $115,582 and $86,250, respectively	Property, fixtures and equipment, net of accumulated depreciation of $115,582 and $86,250, respectively
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt, net	Long-term debt, net

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Leases [Abstract]
Operating lease expense	$ 44,906	$ 41,813	$ 37,075
Variable lease expense	12,811	9,692	9,788
Amortization of leased assets	543	501	425
Interest on lease liabilities	174	184	163
Total lease expense	58,434	52,190	47,451
Contingent rent	$ 1,100	$ 100	$ 700

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Leases [Abstract]
Operating cash flows - operating leases	$ 40,601	$ 22,011	$ 23,195
Operating cash flows - finance leases	174	184	163
Financing cash flows - finance leases	$ 507	$ 339	$ 500

Leases - Supplemental Information Related to Leases (Details)	Dec. 26, 2021	Dec. 27, 2020
Weighted-average remaining lease term (in years)
Operating leases	15 years 4 months 24 days	16 years 3 months 18 days
Finance leases	3 years 6 months	4 years 4 months 24 days
Weighted-average discount rate
Operating leases	9.00%	9.10%
Finance leases	7.90%	8.00%

Leases - Operating And Finance Lease Maturity (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020	Dec. 31, 2018
Operating Leases
2022	$ 39,751
2023	44,663
2024	45,086
2025	45,116
2026	45,015
Thereafter	492,004
Total future minimum lease payments	711,635
Less: imputed interest	(342,954)
Total present value of lease liabilities	368,681		$ 252,800
Finance Leases
2022	709
2023	674
2024	674
2025	215
2026	24
Thereafter	13
Total future minimum lease payments	2,309
Less: imputed interest	(292)
Total present value of lease liabilities	2,017	$ 2,300
Executed operating leases that have not commenced	$ 30,200

Leases - Sale-Leaseback Transactions - Narrative (Details) - USD ($)		12 Months Ended
	Dec. 31, 2018	Dec. 26, 2021	Dec. 27, 2020	Dec. 27, 2015
Leases [Abstract]
Sale and leaseback transaction, cash proceed				$ 3,100,000
Sale leaseback transaction, finance obligation	$ 1,500,000	$ 3,100,000	$ 3,100,000

Transaction (Income) Expenses, Net - Schedule of Transaction (Income) Expenses, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Business Combination and Asset Acquisition [Abstract]
Gain on lease modification	$ (1,961)	$ 0	$ 0
Contingent consideration liability revaluation	801	(293)	(362)
Conversion costs	2	71	1,596
Loss (Gain) on restaurant closures/relocations	2	(36)	488
Gain on lease termination, net	0	0	(885)
Acquisition - related costs	0	0	872
Total transaction (income) expenses, net	$ (1,156)	$ (258)	$ 1,709

Transaction (Income) Expenses, Net - Narrative (Details)	1 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	Dec. 29, 2019 USD ($) restaurant	Dec. 27, 2015 USD ($)	Dec. 31, 2022 USD ($)	Sep. 27, 2021 restaurant
Business Acquisition [Line Items]
Termination of lease, number of facility \| restaurant				1			1
Sale and leaseback transaction, cash proceed					$ 3,100,000
Gain on lease modification		$ 1,961,000	$ 0	$ 0
Income (expense), contingent consideration liability revaluation		801,000	(293,000)	(362,000)
Gain on termination of lease		0	0	885,000
Conversion costs		2,000	71,000	1,596,000
Acquisition - related costs		0	0	872,000
Subsequent Event
Business Acquisition [Line Items]
Sale and leaseback transaction, cash proceed	$ 1,000,000.0
Sale leaseback transaction, deferred gain upon vacating, gross						$ 1,000,000.0
Advent Acquisition \| Previously Reported
Business Acquisition [Line Items]
Income (expense), contingent consideration liability revaluation		$ (800,000)	$ 300,000	$ 400,000

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Current provision:
Federal	$ 0	$ 0	$ 0
State	(301)	(118)	(139)
Total current provision	(301)	(118)	(139)
Deferred (provision) benefit:
Federal	(1,825)	18,458	10,438
State	(351)	1,533	2,120
Total deferred (provision) benefit	(2,176)	19,991	12,558
Income tax (expense) benefit	$ (2,477)	$ 19,873	$ 12,419

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Income Tax Disclosure [Abstract]
Income taxes at federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal tax effect	2.40%	4.10%	2.90%
FICA tip credit	(1200.20%)	4.70%	6.90%
Valuation allowance for federal and state	1528.20%	(1.80%)	(10.20%)
Stock-based compensation	275.90%	0.00%	0.00%
Other permanent items	57.60%	0.00%	0.00%
Rate change	(17.30%)	0.10%	0.90%
Other	1.90%	0.50%	0.00%
Total	669.50%	28.60%	21.50%

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Dec. 30, 2018
Operating Loss Carryforwards [Line Items]
Blended federal and state statutory rate	25.00%
Valuation allowance	$ 35,863	$ 30,214	$ 28,975	$ 24,654
Deferred tax assets, operating loss carryforwards, state	$ 65,700
Tax credit carryforward, expiration period	20 years
Contingent consideration liability	$ 1,100	300	1,200
Payment contingent consideration liability	9	0	225
Contingent consideration liability, current	200	200
Contingent consideration liability, noncurrent	900	100
Interest limitation	596	1,500
Accrued compensation	2,903	2,032
CARES Act
Operating Loss Carryforwards [Line Items]
Interest limitation		18,900	8,600
Deferred employer-paid portion of social security taxes	6,700
Accrued compensation	3,300
Refundable employee retention tax credits		900
Assets \| CARES Act
Operating Loss Carryforwards [Line Items]
Accelerated tax depreciation deductions		$ 59,300	$ 59,300	$ 59,300
Accumulated from Operation to Advent Acquisition in August 2017
Operating Loss Carryforwards [Line Items]
Deferred tax assets, operating loss carryforwards, state	19,000
Deferred tax assets, operating loss carryforwards, federal	28,900
General Business Tax Credit Carryforward \| Federal
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	34,400
General Business Tax Credit Carryforward \| Federal \| Accumulated from Operation to Advent Acquisition in August 2017
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	$ 14,700

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Dec. 30, 2018
Deferred income tax assets
FICA tip credit	$ 34,266	$ 28,324
Net operating loss	34,619	37,365
Operating lease liabilities	91,768	86,615
Organizational costs	673	914
Interest limitation	596	1,500
Accrued compensation	2,903	2,032
Deferred revenues	618	561
Stock-based compensation	1,843	918
Other	919	1,094
Valuation allowance	(35,863)	(30,214)	$ (28,975)	$ (24,654)
Total deferred income tax assets	132,342	129,109
Deferred income tax liabilities
Operating lease right-of-use assets	(80,401)	(76,190)
Depreciation	(28,479)	(27,873)
Intangible assets	(35,951)	(35,359)
Total deferred income tax liabilities	(144,831)	(139,422)
Net deferred income tax liabilities	$ (12,489)	$ (10,313)

Income Taxes - Summary of Tax Credit Carryforwards (Details) $ in Thousands	Dec. 26, 2021 USD ($)
Income Tax Disclosure [Abstract]
Deferred tax assets, operating loss carryforwards, not subject to expiration	$ 119,348
Deferred tax assets, operating loss carryforwards, subject to expiration	$ 29,976

Income Taxes - Summary of Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Dec. 30, 2018
Income Tax Disclosure [Abstract]
Valuation allowance	$ (35,863)	$ (30,214)	$ (28,975)	$ (24,654)
Increase	$ (5,649)	$ (1,239)	$ (4,321)

Stockholders’ Equity (Details)	12 Months Ended
Stockholders’ Equity (Details)	Dec. 26, 2021 USD ($) vote $ / shares shares	Dec. 27, 2020 USD ($) $ / shares shares	Dec. 29, 2019 USD ($)	Oct. 31, 2021 shares	Sep. 20, 2021 shares
Equity [Abstract]
Preferred stock, shares issued (in shares)		266,667		3,156,812
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Line of credit facility, fair value of amount outstanding \| $	$ 10,500,000	$ 10,500,000
Common stock authorized (in shares)	300,000,000	300,000,000			300,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	266,667			10,000,000
Number of vote for each shares of common stock entitles \| vote	1
Cash dividends \| $	$ 0	$ 0	$ 0

Defined Contribution Plan (Details) - USD ($) $ in Millions	12 Months Ended
Defined Contribution Plan (Details) - USD ($) $ in Millions	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, year of service	1 year
Defined contribution plan, employers matching contribution, annual vesting percentage	25.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay	6.00%
Define contribution 401(k) saving plan vesting period	5 years
401(k) Plan
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, cost	$ 0.5	$ 0.3	$ 0.5

Stock-Based Compensation - Narrative (Details) $ in Thousands			1 Months Ended	12 Months Ended
	Sep. 19, 2021 USD ($) anniversary shares	Aug. 31, 2021 USD ($) anniversary	Oct. 31, 2021 USD ($)	Dec. 26, 2021 USD ($) compensationPlan shares	Dec. 27, 2020 USD ($) shares	Dec. 29, 2019 USD ($)	Sep. 20, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of compensation plan \| compensationPlan				2
Common stock authorized (in shares) \| shares				300,000,000	300,000,000		300,000,000
Share-based unrecognized compensation arrangement by share-based payment award, options, outstanding, intrinsic value	$ 10,400	$ 15,600
Fair value of vested stock options				$ 900	$ 900	$ 800
Stock-based compensation				8,596	$ 750	$ 1,160
Performance-based option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense not yet recognized				$ 13,400
Weighted-average period of recognition				6 years 2 months 12 days
2017 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period		3 years
Number of anniversary of initial public offering \| anniversary	2	2
Fair value of vested stock options	$ 300
2017 Equity Plan \| Performance-based option awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for grant (in shares) \| shares				6,138,240
Requisite service period				5 years
Stock options exercisable life, expiration period				10 years
Common stock authorized (in shares) \| shares				4,409,331
Time based award and stock compensation expense, amount			$ 2,400
Performance based option awards forfeited			$ 5,600
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares) \| shares	4,034,072
Total common stock shares issued and outstanding on last day of fiscal year, percentage	2.00%

Stock Based Compensation -Schedule of Stock Options Roll Forward (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Number of Options
Options outstanding, beginning of period (in shares)	5,143,229
Options granted (in shares)	147,961
Options forfeited (in shares)	(881,859)	(234,569)	(53,271)
Options outstanding, end of period (in shares)	4,409,331	5,143,229
Options exercisable, end of period (in shares)	1,775,940
Weighted-Average Exercise Price
Options outstanding, beginning of period, weighted average exercise price (in dollars per share)	$ 10.08
Options granted, weighted average exercise price (in dollars per share)	12.68
Options forfeited, weighted average exercise price (in dollars per share)	9.48
Options outstanding, end of period, weighted average exercise price (in dollars per share)	9.48	$ 10.08
Options exercisable, end of period, weighted average exercise price (in dollars per share)	$ 8.96
Aggregate Intrinsic Value
Options outstanding, end of period, aggregate intrinsic value	$ 28,598
Options exercisable, end of period, aggregate intrinsic value	$ 12,455

Stock Based Compensation - Schedule of Fair Value Non-vested Options at Grant Dates (Details) - $ / shares	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Nonvested options, beginning balance (in shares)	3,881,615	4,330,860	3,984,303
Options granted (in shares)	147,961	272,410	829,807
Options vested (in shares)	(514,326)	(487,086)	(429,979)
Options forfeited (in shares)	(881,859)	(234,569)	(53,271)
Nonvested options, ending balance (in shares)	2,633,391	3,881,615	4,330,860
Nonvested grant date fair value, beginning balance (in dollars per share)	$ 1.68	$ 1.74	$ 1.84
Options granted, grant date fair value (in dollars per share)	6.35	1.02	1.33
Options vested, grant date fair value (in dollars per share)	1.76	1.80	1.86
Options forfeited, grant date fair value (in dollars per share)	4.26	1.72	1.68
Nonvested grant date fair value, ending balance (in dollars per share)	$ 7.03	$ 1.68	$ 1.74

Stock-Based Compensation (Details of Weighted-Average Grant-Date Fair Values and Assumptions Used for Estimating Fair Values) (Details) - USD ($)	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Share-based Payment Arrangement [Abstract]
Weighted average risk-free interest rate	1.00%	0.60%	2.00%
Weighted average expected volatility	50.30%	41.20%	34.10%
Expected term (years)	4 years 7 months 6 days	4 years 6 months	4 years 6 months
Expected dividend yield	$ 0	$ 0	$ 0

Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Numerator:
Net loss	$ (2,107)	$ (49,681)	$ (45,439)
Comprehensive loss	$ (2,107)	$ (49,681)	$ (45,439)
Denominator:
Weighted average common shares outstanding - basic (in shares)	48,213,995	45,013,784	45,013,784
Weighted average common shares outstanding - diluted (in shares)	48,213,995	45,013,784	45,013,784
Net loss per common share attributable to First Watch Restaurant Group, Inc - basic (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Net loss per common share attributable to First Watch Restaurant Group, Inc - diluted (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Condensed Financial Information of Registrant (Parent Company Only) CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019	Dec. 31, 2018	Dec. 30, 2018
Assets
Investment in subsidiaries	$ 504,429	$ 320,866	$ 329,797		$ 374,674
Equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized and none outstanding at December 26, 2021; 266,667 shares authorized, issued and outstanding at December 27, 2020	0	3
Common stock; $0.01 par value; 300,000,000 shares authorized; 59,048,446 and 45,013,784 shares issued and outstanding at December 26, 2021 and December 27, 2020, respectively	590	450
Additional paid-in capital	608,878	423,345
Accumulated deficit	(105,039)	(102,932)		$ 100
Total equity attributable to First Watch Restaurant Group, Inc.	504,429	320,866	$ 329,797		$ 374,674
Parent Company
Assets
Investment in subsidiaries	504,429	320,866
Equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized and none outstanding at December 26, 2021; 266,667 shares authorized, issued and outstanding at December 27, 2020	0	3
Common stock; $0.01 par value; 300,000,000 shares authorized; 59,048,446 and 45,013,784 shares issued and outstanding at December 26, 2021 and December 27, 2020, respectively	590	450
Additional paid-in capital	608,878	423,345
Accumulated deficit	(105,039)	(102,932)
Total equity attributable to First Watch Restaurant Group, Inc.	$ 504,429	$ 320,866

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Condensed Financial Information of Registrant (Parent Company Only) Parenthetical (Details) - $ / shares	Dec. 26, 2021	Oct. 31, 2021	Sep. 20, 2021	Dec. 27, 2020
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.01			$ 0.01
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Preferred stock, shares issued (in shares)		3,156,812		266,667
Preferred stock, shares outstanding (in shares)	0			266,667
Common stock, par value (in dollars per share)	$ 0.01			$ 0.01
Common stock authorized (in shares)	300,000,000		300,000,000	300,000,000
Common stock, shares issued (in shares)	59,048,446			59,048,446
Common stock, shares outstanding (in shares)	45,013,784			45,013,784
Parent Company
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.01			$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000			266,667
Preferred stock, shares issued (in shares)				266,667
Preferred stock, shares outstanding (in shares)	0			266,667
Common stock, par value (in dollars per share)	$ 0.01			$ 0.01
Common stock authorized (in shares)	300,000,000
Common stock, shares issued (in shares)	59,048,446			45,013,784
Common stock, shares outstanding (in shares)	59,048,446			45,013,784

Condensed Financial Information of Registrant (Parent Company Only) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Equity in net loss of subsidiaries
Net loss	$ (2,107)	$ (49,681)	$ (45,439)
Comprehensive loss	$ (2,107)	$ (49,681)	$ (45,439)
Net loss per common share attributable to First Watch Restaurant Group, Inc - basic (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Net loss per common share attributable to First Watch Restaurant Group, Inc - diluted (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Weighted average common shares outstanding - basic (in shares)	48,213,995	45,013,784	45,013,784
Weighted average common shares outstanding - diluted (in shares)	48,213,995	45,013,784	45,013,784
Parent Company
Equity in net loss of subsidiaries
Net loss	$ (2,107)	$ (49,681)	$ (45,472)
Comprehensive loss	$ (2,107)	$ (49,681)	$ (45,472)
Net loss per common share attributable to First Watch Restaurant Group, Inc - basic (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Net loss per common share attributable to First Watch Restaurant Group, Inc - diluted (in dollars per share)	$ (0.04)	$ (1.10)	$ (1.01)
Weighted average common shares outstanding - basic (in shares)	48,213,995	45,013,784	45,013,784
Weighted average common shares outstanding - diluted (in shares)	48,213,995	45,013,784	45,013,784

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Condensed Financial Information of Registrant (Parent Company Only) Basic of Presentation (Details)	Dec. 26, 2021	Dec. 27, 2020
Regulation S-X
Condensed Balance Sheet Statements, Captions [Line Items]
Noncontrolling interest, ownership percentage by parent	25.00%	25.00%

Label	Element	Value
Accounting Standards Update 2016-02 [Member]
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-02 [Member]

- Definition

Indicates amendment to accounting standards.

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+ Details