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Fair Value Measurements | 9 Months Ended
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Sep. 27, 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): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 27, 2022
​ |  | Level 1 |  | Level 2 |  | Level 3
Assets/(Liabilities) | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
Non-qualified deferred compensation assets | ​ | $ | 73,721 | ​ | $ | — | ​ | $ | —
Non-qualified deferred compensation liabilities | ​ | ​ | (73,462) | ​ | ​ | — | ​ | ​ | —
Acquisition-related deferred consideration | ​ | ​ | — | ​ | ​ | (21,898) | ​ | ​ | —
Acquisition-related contingent consideration and compensation liabilities | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (18,414)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 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): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Thirty-Nine |  | Thirty-Nine
​ | ​ | Weeks Ended | ​ | Weeks Ended
​ |  | September 27, 2022 |  | September 28, 2021
​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance | ​ | $ | 23,894 | ​ | $ | 7,465
Payment | ​ | ​ | (7,187) | ​ | ​ | —
Change in fair value | ​ |  | 1,707 | ​ |  | 11,555
Ending balance | ​ | $ | 18,414 | ​ | $ | 19,020
​ 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 September 27, 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 three quarters 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 September 27, 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 September 27, 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. The decrease in the fair value of the Notes was primarily due to a decline in our stock price from the date of the issuance of Notes. See Note 5 for further discussion of the Notes.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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