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Supplemental Balance Sheet Information | 9 Months Ended
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Sep. 29, 2024
Supplemental Balance Sheet Information [Abstract] |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Other current assets, net, consisted of the following as of the periods indicated:
(dollars in thousands) | SEPTEMBER 29, 2024 |  | DECEMBER 31, 2023 |  |
Prepaid expenses | $ | 30,102 |  |  | $ | 26,674 |  |  |
Accounts receivable - gift cards, net | 7,887 |  |  | 67,424 |  |  |
Accounts receivable - vendors, net | 23,466 |  |  | 13,648 |  |  |
Accounts receivable - franchisees, net | 3,789 |  |  | 3,671 |  |  |
Accounts receivable - other, net | 21,534 |  |  | 18,100 |  |  |
Deferred gift card sales commissions | 11,137 |  |  | 18,081 |  |  |
Other current assets, net | 7,562 |  |  | 5,404 |  |  |
| $ | 105,477 |  |  | $ | 153,002 |  |  |
Goodwill and Intangible Assets - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2024 assessment was qualitative and its 2023 assessment was quantitative. In connection with these assessments, the Company did not record any impairment charges. Other assets, net, consisted of the following as of the periods indicated:
(dollars in thousands) | SEPTEMBER 29, 2024 |  | DECEMBER 31, 2023 |
Company-owned life insurance | $ | 31,874 |  |  | $ | 28,018 |  |
Deferred debt issuance costs - revolving credit facility (1) | 11,310 |  |  | 3,813 |  |
Liquor licenses | 22,583 |  |  | 23,125 |  |
Judicial deposits (2) | 64,493 |  |  | 20,485 |  |
Other assets | 7,352 |  |  | 9,746 |  |
| $ | 137,612 |  |  | $ | 85,187 |  |
________________ (1)Net of accumulated amortization of $0.1 million and $11.7 million as of September 29, 2024 and December 31, 2023, respectively. During the thirteen weeks ended September 29, 2024, the Company recorded $9.0 million of deferred debt issuance costs in connection with the Third Amended and Restated Credit Agreement, as defined below. See Long-term debt, net below for details regarding the Third Amended and Restated Credit Agreement. (2)These assets arise from the Company’s Brazilian operations and their realization could take several years. Includes $43.2 million as of September 29, 2024 related to the Brazil tax legislation. See Note 12 - Income Taxes for details regarding the judicial deposits in connection with Brazil tax legislation. Accrued and other current liabilities consisted of the following as of the periods indicated:
(dollars in thousands) | SEPTEMBER 29, 2024 |  | DECEMBER 31, 2023
Accrued payroll and other compensation | $ | 72,976 |  |  | $ | 98,903 |
Accrued insurance | 16,995 |  |  | 19,310 |
Other current liabilities | 127,802 |  |  | 137,601 |
| $ | 217,773 |  |  | $ | 255,814 |
Long-term debt, net, consisted of the following as of the periods indicated:
| SEPTEMBER 29, 2024 |  | DECEMBER 31, 2023
(dollars in thousands) | OUTSTANDING BALANCE |  | INTEREST RATE |  | OUTSTANDING BALANCE |  | INTEREST RATE
Senior secured credit facility - revolving credit facility (1) | $ | 775,000 |  |  | 6.86 | % |  | $ | — |  |  |
Former credit facility - revolving credit facility (1) | — |  |  |  |  | 381,000 |  |  | 6.96 | %
2025 Notes (2)(3) | 20,724 |  |  | 5.00 | % |  | 104,786 |  |  | 5.00 | %
2029 Notes | 300,000 |  |  | 5.13 | % |  | 300,000 |  |  | 5.13 | %
Long-term debt | 1,095,724 |  |  |  |  | 785,786 |  |  |
Less: unamortized debt discount and issuance costs (2) | (3,535) |  |  |  |  | (5,067) |  |  |
Long-term debt, net | $ | 1,092,189 |  |  |  |  | $ | 780,719 |  |  |
________________ (1)Interest rate represents the weighted average interest rate as of the respective periods. (2)During the thirty-nine weeks ended September 29, 2024, the Company repurchased $83.6 million of the 2025 Notes and as a result, wrote off $0.8 million of debt issuance costs. See Note 7 - Convertible Senior Notes for additional details. (3)Obligations under the 2025 Notes, which mature on May 1, 2025, have been classified as long-term, reflecting the Company’s intent and ability to refinance these notes through its existing revolving credit facility. Third Amended and Restated Credit Agreement – On September 19, 2024, the Company and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), which provides for senior secured financing of up to $1.2 billion consisting of a revolving credit facility (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility matures on September 19, 2029 and replaced the Company’s prior senior secured financing of up to $1.0 billion (the “Former Credit Facility”). The total indebtedness of the Company and interest rate applied to the Company’s borrowings remained unchanged as a result of the Third Amended and Restated Credit Agreement. The commitments under the Third Amended and Restated Credit Agreement may be increased in an aggregate principal amount of up to; (i) $550.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Third Amended and Restated Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended, after giving effect to any such incurrence on a pro forma basis. Under the Third Amended and Restated Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread. The Term SOFR rate is the forward-looking term rate based on the secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (“Term SOFR”). The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the one-month Term SOFR plus a 0.10% Term SOFR Adjustment, plus 1.0% (the “Base Rate”). The Adjusted Term SOFR option is the Term SOFR rate plus a 0.10% Term SOFR Adjustment, subject to a 0% floor. The interest rate spreads are as follows:
| BASE RATE ELECTION |  | ADJUSTED TERM SOFR ELECTION
Revolving credit facility | 50 to 150 basis points over the Base Rate |  | 150 to 250 basis points over the Adjusted Term SOFR
The Third Amended and Restated Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Third Amended and Restated Credit Agreement). Debt Covenants - As of September 29, 2024 and December 31, 2023, the Company was in compliance with its debt covenants. Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of September 29, 2024:
| PERIOD |  |  |  |
(dollars in thousands) | YEAR 1 |  | YEAR 2 |  | YEAR 3 |  | YEAR 4 |  | YEAR 5 |  | THEREAFTER |  | TOTAL
Debt repayments | $ | 20,724 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,075,000 |  |  | $ | — |  |  | $ | 1,095,724 |

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