Fair Value Measurements

6 Months Ended

Jun. 28, 2022

Fair Value Measurements

Fair Value Measurements

2.  Fair Value Measurements

Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:

● Level 1: Quoted prices in active markets for identical assets or liabilities;

● Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities; and

● Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring the Company to develop its own assumptions.

The following tables present the components and classification of our assets and liabilities that are measured at fair value on a recurring basis (in thousands):

	June 28, 2022
	Level 1		Level 2		Level 3
Assets/(Liabilities)
Non-qualified deferred compensation assets	$	77,172	$	—	$	—
Non-qualified deferred compensation liabilities		(76,712)		—		—
Acquisition-related deferred consideration		—		(21,782)		—
Acquisition-related contingent consideration and compensation liabilities		—		—		(17,764)

	December 28, 2021
	Level 1		Level 2		Level 3
Assets/(Liabilities)
Non-qualified deferred compensation assets	$	92,588	$	—	$	—
Non-qualified deferred compensation liabilities		(92,012)		—		—
Acquisition-related deferred consideration		—		(21,642)		—
Acquisition-related contingent consideration and compensation liabilities		—		—		(23,894)

The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liabilities categorized as Level 3 (in thousands):

	Twenty-Six		Twenty-Six
	Weeks Ended		Weeks Ended
	June 28, 2022		June 29, 2021
Beginning balance	$	23,894	$	7,465
Payment		(7,187)		—
Change in fair value		1,057		11,216
Ending balance	$	17,764	$	18,681

The fair value of the acquisition-related contingent consideration and compensation liabilities was determined utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables and estimates and has no minimum or maximum payment. The undiscounted range of outcomes per the Monte Carlo model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liabilities at June 28, 2022 was $0 to $204.0 million. Results could change materially if different estimates and assumptions were used. The significant decrease in the fair value of the contingent consideration and compensation liabilities during the first half of fiscal 2022 primarily related to the payment of $7.2 million per the Fox Restaurant Concept LLC (“FRC”) acquisition agreement.

The fair values of our cash and cash equivalents, accounts and other receivables, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued liabilities approximate their carrying amounts.

As of June 28, 2022, we had $345.0 million aggregate principal amount of Notes outstanding. The estimated fair value of the Notes based on a market approach as of June 28, 2022 was approximately $269.1 million and was determined based on the estimated

or actual bids and offers of the Notes in an over-the-counter market on the last business day of the reporting period. See Note 5 for further discussion of the Notes.