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Fiesta Restaurant Group, Inc. - Quarter Report: 2017 April (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
__________________________________________________________
FORM 10-Q
__________________________________________________________
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-35373 
__________________________________________________________
FIESTA RESTAURANT GROUP, INC.
(Exact name of Registrant as specified in its charter)
__________________________________________________________
Delaware
90-0712224
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
14800 Landmark Boulevard, Suite 500
Dallas, Texas
75254
(Address of principal executive office)
(Zip Code)
Registrant’s telephone number, including area code: (972) 702-9300
__________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý  No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on their Corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filer
ý
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨ (Do not check if smaller reporting company) 
 
 
 
 
 
 
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of May 3, 2017, Fiesta Restaurant Group, Inc. had 27,063,649 shares of its common stock, $.01 par value, outstanding.


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FIESTA RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED APRIL 2, 2017
 
 
 
Page
PART I   FINANCIAL INFORMATION
 
 
 
 
Item 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2
 
 
 
Item 3
 
 
 
Item 4
 
 
 
 
 
 
Item 1
 
 
 
Item 1A
 
 
 
Item 2
 
 
 
Item 3
 
 
 
Item 4
 
 
 
Item 5
 
 
 
Item 6

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PART I—FINANCIAL INFORMATION
ITEM 1—INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FIESTA RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except share and per share amounts)
(Unaudited)
 
April 2, 2017
 
January 1, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash
$
7,712

 
$
4,196

Trade receivables
9,207

 
8,771

Inventories
2,688

 
2,865

Prepaid rent
3,639

 
3,575

Income tax receivable
210

 
3,304

Prepaid expenses and other current assets
5,908

 
4,231

Total current assets
29,364

 
26,942

Property and equipment, net
241,705

 
270,920

Goodwill
123,484

 
123,484

Deferred income taxes
26,225

 
14,377

Other assets
5,867

 
5,842

Total assets
$
426,645

 
$
441,565

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
91

 
$
89

Accounts payable
14,481

 
16,165

Accrued payroll, related taxes and benefits
12,999

 
12,275

Accrued real estate taxes
3,537

 
6,924

Other liabilities
12,455

 
11,316

Total current liabilities
43,563

 
46,769

Long-term debt, net of current portion
74,399

 
71,423

Lease financing obligations
1,664

 
1,664

Deferred income—sale-leaseback of real estate
26,264

 
27,165

Other liabilities
30,967

 
30,369

Total liabilities
176,857

 
177,390

Commitments and contingencies

 

Stockholders' equity:
 
 
 
Common stock, par value $.01; authorized 100,000,000 shares, issued 27,063,800 and 26,884,992 shares, respectively, and outstanding 26,787,205 and 26,755,640 shares, respectively.
268

 
267

Additional paid-in capital
163,923

 
163,204

Retained earnings
85,597

 
100,704

Total stockholders' equity
249,788

 
264,175

Total liabilities and stockholders' equity
$
426,645

 
$
441,565



The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
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FIESTA RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 2, 2017 AND APRIL 3, 2016
(In thousands of dollars, except share and per share amounts)
(Unaudited)
 
Three Months Ended
Revenues:
April 2, 2017
 
April 3, 2016
Restaurant sales
$
174,977

 
$
175,939

Franchise royalty revenues and fees
630

 
738

Total revenues
175,607

 
176,677

Costs and expenses:
 
 
 
Cost of sales
50,948

 
54,050

Restaurant wages and related expenses (including stock-based compensation expense of $109 and $36, respectively)
48,132

 
45,052

Restaurant rent expense
9,862

 
8,921

Other restaurant operating expenses
24,068

 
22,388

Advertising expense
7,539

 
6,995

General and administrative (including stock-based compensation expense of $537 and $975, respectively)
16,008

 
13,848

Depreciation and amortization
9,186

 
8,336

Pre-opening costs
424

 
1,182

Impairment and other lease charges
32,414

 
12

Other expense (income), net
144

 
(248
)
Total operating expenses
198,725

 
160,536

Income (loss) from operations
(23,118
)
 
16,141

Interest expense
584

 
558

Income (loss) before income taxes
(23,702
)
 
15,583

Provision for (benefit from) income taxes
(8,642
)
 
5,688

Net income (loss)
$
(15,060
)
 
$
9,895

Basic net income (loss) per share
$
(0.56
)
 
$
0.37

Diluted net income (loss) per share
$
(0.56
)
 
$
0.37

Basic weighted average common shares outstanding
26,774,103

 
26,605,717

Diluted weighted average common shares outstanding
26,774,103

 
26,612,021



The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
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FIESTA RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED APRIL 2, 2017 AND APRIL 3, 2016
(In thousands of dollars, except share amounts) 
(Unaudited)

 
Number of
Common
Stock Shares
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Total
Stockholders'
Equity
Balance at January 3, 2016
26,571,602

 
$
266

 
$
159,724

 
$
83,992

 
$
243,982

Stock-based compensation

 

 
1,011

 

 
1,011

Vesting of restricted shares
59,040

 

 

 

 

Tax deficiency from stock-based compensation
 
 
 
 
(43
)
 
 
 
(43
)
Net income

 

 

 
9,895

 
9,895

Balance at April 3, 2016
26,630,642

 
$
266

 
$
160,692

 
$
93,887

 
$
254,845

 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2017
26,755,640

 
$
267

 
$
163,204

 
$
100,704

 
$
264,175

Stock-based compensation

 

 
646

 

 
646

Vesting of restricted shares
31,565

 
1

 

 

 
1

Cumulative effect of adopting a new accounting standard (Note 1)
 
 
 
 
73

 
(47
)
 
26

Net loss

 

 

 
(15,060
)
 
(15,060
)
Balance at April 2, 2017
26,787,205

 
$
268

 
$
163,923

 
$
85,597

 
$
249,788



The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
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FIESTA RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED APRIL 2, 2017 AND APRIL 3, 2016
(In thousands of dollars)
(Unaudited)
 
Three Months Ended
 
April 2, 2017
 
April 3, 2016
 
 
 
 
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(15,060
)
 
$
9,895

Adjustments to reconcile net income to net cash provided from operating activities:
 
 
 
Loss (gain) on disposals of property and equipment
838

 
(39
)
Stock-based compensation
646

 
1,011

Impairment and other lease charges
32,414

 
12

Depreciation and amortization
9,186

 
8,336

Amortization of deferred financing costs
77

 
77

Amortization of deferred gains from sale-leaseback transactions
(901
)
 
(901
)
Deferred income taxes
(11,848
)
 

Changes in other operating assets and liabilities
(3,140
)
 
(380
)
Net cash provided from operating activities
12,212

 
18,011

Cash flows from investing activities:
 
 
 
Capital expenditures:
 
 
 
New restaurant development
(8,571
)
 
(14,086
)
Restaurant remodeling
(217
)
 
(243
)
Other restaurant capital expenditures
(1,689
)
 
(910
)
Corporate and restaurant information systems
(1,197
)
 
(1,552
)
Total capital expenditures
(11,674
)
 
(16,791
)
Properties purchased for sale-leaseback

 
(2,663
)
Proceeds from disposals of other properties

 
236

Net cash used in investing activities
(11,674
)
 
(19,218
)
Cash flows from financing activities:
 
 
 
Excess tax benefit from vesting of restricted shares

 
92

Borrowings on revolving credit facility
5,000

 
6,400

Repayments on revolving credit facility
(2,000
)
 
(6,500
)
Principal payments on capital leases
(22
)
 
(13
)
Net cash provided by (used in) financing activities
2,978

 
(21
)
Net increase (decrease) in cash
3,516

 
(1,228
)
Cash, beginning of period
4,196

 
5,281

Cash, end of period
$
7,712

 
$
4,053

Supplemental disclosures:
 
 
 
Interest paid on long-term debt
$
522

 
$
473

Interest paid on lease financing obligations
$
36

 
$
35

Accruals for capital expenditures
$
6,754

 
$
7,764

Income tax payments, net
$
86

 
$
282


The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except share and per share amounts)



1. Basis of Presentation
Business Description. Fiesta Restaurant Group, Inc. ("Fiesta Restaurant Group" or "Fiesta") owns, operates and franchises two fast-casual restaurant brands through its wholly-owned subsidiaries Pollo Operations, Inc. and its subsidiaries, Pollo Franchise, Inc. (collectively “Pollo Tropical”) and Taco Cabana, Inc. and its subsidiaries (collectively “Taco Cabana”). Unless the context otherwise requires, Fiesta and its subsidiaries, Pollo Tropical and Taco Cabana, are collectively referred to as the “Company”. At April 2, 2017, the Company owned and operated 180 Pollo Tropical® restaurants and 167 Taco Cabana® restaurants. The Pollo Tropical restaurants included 131 located in Florida, 30 located in Texas, 16 located in Georgia and three located in Tennessee. The Taco Cabana restaurants included 166 located in Texas and one located in Oklahoma. At April 2, 2017, the Company franchised a total of 34 Pollo Tropical restaurants and seven Taco Cabana restaurants. The franchised Pollo Tropical restaurants included 17 in Puerto Rico, one in the Bahamas, two in Guyana, one in Venezuela, four in Panama, two in Guatemala, and seven on college campuses and at a hospital in Florida. The franchised Taco Cabana restaurants included five in New Mexico and two on college campuses in Texas.
Basis of Consolidation. The unaudited condensed consolidated financial statements presented herein reflect the consolidated financial position, results of operations and cash flows of Fiesta and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.
Fiscal Year. The Company uses a 52-53 week fiscal year ending on the Sunday closest to December 31. The fiscal year ended January 1, 2017 contained 52 weeks. The three months ended April 2, 2017 and April 3, 2016 each contained thirteen weeks. The fiscal year ending December 31, 2017 will contain 52 weeks.
Basis of Presentation. The accompanying unaudited condensed consolidated financial statements for the three months ended April 2, 2017 have been prepared without an audit pursuant to the rules and regulations of the Securities and Exchange Commission and do not include certain information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the three months ended April 2, 2017 are not necessarily indicative of the results to be expected for the full year.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended January 1, 2017 included in the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2017. The January 1, 2017 balance sheet data is derived from those audited financial statements.
Fair Value of Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In determining fair value, the accounting standards establish a three level hierarchy for inputs used in measuring fair value as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities; and Level 3 inputs are unobservable and reflect our own assumptions. The following methods were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate the fair value:
Current Assets and Liabilities. The carrying values reported on the balance sheet of cash, accounts receivable and accounts payable approximate fair value because of the short maturity of those financial instruments.
Revolving Credit Borrowings. The fair value of outstanding revolving credit borrowings under the Company's senior credit facility, which is considered Level 2, is based on current LIBOR rates. The fair value and carrying value of the Company's senior credit facility were approximately $72.9 million at April 2, 2017 and $69.9 million at January 1, 2017.
Long-Lived Assets. The Company assesses the recoverability of property and equipment and definite-lived intangible assets by determining whether the carrying value of these assets can be recovered over their respective remaining lives through undiscounted future operating cash flows. Impairment is reviewed when events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. See Note 2.
Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements. Estimates also affect the reported amounts of expenses during the reporting periods. Significant items subject to such estimates and assumptions include: accrued occupancy costs,

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands of dollars, except share and per share amounts)


insurance liabilities, evaluation for impairment of goodwill and long-lived assets and lease accounting matters. Actual results could differ from those estimates.
Guidance Adopted in 2017. In March 2016, the Financial Accounting Standards Board issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), to simplify various aspects of the accounting and presentation of share-based payments, including the income tax effects of awards and forfeiture assumptions. In the first quarter of 2017, the Company prospectively adopted the amendments in this guidance that relate to the classification of excess tax benefits or tax benefit deficiencies from share-based payment arrangements in the statement of cash flows and income statement. Excess tax benefits from share-based payment arrangements result from share-based compensation windfall deductions in excess of compensation costs for financial reporting purposes and tax benefit deficiencies result from share-based compensation deduction shortfalls. During the three months ended April 2, 2017, the Company recognized $0.1 million of tax benefit deficiencies, which pursuant to the adopted guidance increased income tax expense and decreased net income by $0.1 million. Effective January 2, 2017, the Company elected to change its accounting policy to recognize forfeitures as they occur. The new forfeiture policy election was adopted using a modified retrospective approach with a $0.1 million cumulative-effect adjustment to beginning retained earnings in the first quarter of 2017 as a result of adopting the standard.
2. Impairment of Long-Lived Assets and Other Lease Charges
The Company reviews its long-lived assets, principally property and equipment, for impairment at the restaurant level. In addition to considering management’s plans, known regulatory or governmental actions and damage due to acts of God (hurricanes, tornadoes, etc.), the Company considers a triggering event to have occurred related to a specific restaurant if the restaurant’s cash flows for the last twelve months are less than a minimum threshold or if consistent levels of cash flows for the remaining lease period are less than the carrying value of the restaurant’s assets. If an indicator of impairment exists for any of its assets, an estimate of undiscounted future cash flows over the life of the primary asset for each restaurant is compared to that long-lived asset’s carrying value. If the carrying value is greater than the undiscounted cash flow, the Company then determines the fair value of the asset and if an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value. There is uncertainty in the projected undiscounted future cash flows used in the Company's impairment review analysis. If actual performance does not achieve the projections, the Company may recognize impairment charges in future periods, and such charges could be material. For closed restaurant locations, the Company reviews the future minimum lease payments and related ancillary costs from the date of the restaurant closure to the end of the remaining lease term and records a lease charge for the lease liabilities to be incurred, net of any estimated sublease recoveries.
A summary of impairment on long-lived assets and other lease charges recorded by segment is as follows:
 
Three Months Ended
 
April 2, 2017
 
April 3, 2016
Pollo Tropical
$
32,071

 
$

Taco Cabana
343

 
12

 
$
32,414

 
$
12


On April 24, 2017, the Company announced a strategic renewal plan to drive long-term value that includes the closure of 30 Pollo Tropical restaurants outside its core Florida markets. The Company has subsequently closed all Pollo Tropical locations in Dallas-Fort Worth and Austin, Texas, and Nashville, Tennessee. The Company will continue to operate 19 Pollo Tropical restaurants outside of Florida, including 13 in Atlanta and six in south Texas. Up to five closed restaurants in Texas may be rebranded as Taco Cabana restaurants.
In the first quarter of 2017, the Company recognized impairment charges with respect to the 30 restaurants that it subsequently closed in the second quarter of 2017, seven of which were impaired in 2016, as well as an additional impairment charge related to previously closed restaurants primarily as a result of the decision not to convert a location to a Taco Cabana restaurant. The Company also recognized an impairment charge with respect to three Taco Cabana restaurants that it continues to operate. Impairment and other lease charges for the three months ended April 2, 2017 consisted of impairment charges for Pollo Tropical and Taco Cabana restaurants of $32.0 million and $0.3 million, respectively, and lease and other charges related to closed Pollo Tropical restaurants of $0.1 million, net of recoveries. The Company will recognize lease and other charges related to the closed restaurants in the second quarter of 2017.

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands of dollars, except share and per share amounts)


The Company determined the fair value of restaurant equipment, for those restaurants reviewed for impairment, based on current economic conditions, the Company’s history of using these assets in the operation of its business and the Company's expectation of how a market participant would value the assets. These fair value asset measurements rely on significant unobservable inputs and are considered Level 3 in the fair value hierarchy. The Level 3 assets measured at fair value associated with impairment charges recorded during the three months ended April 2, 2017 totaled $15.2 million, which primarily consist of leasehold improvements related to Pollo Tropical restaurants that may be rebranded as Taco Cabana restaurants and the estimated fair value of owned properties.
3. Other Liabilities
Other liabilities, current, consist of the following:
 
April 2, 2017
 
January 1, 2017
Accrued workers' compensation and general liability claims
$
5,673

 
$
4,838

Sales and property taxes
1,834

 
1,844

Accrued occupancy costs
2,104

 
2,161

Other
2,844

 
2,473

 
$
12,455

 
$
11,316


Other liabilities, long-term, consist of the following:
 
April 2, 2017
 
January 1, 2017
Accrued occupancy costs
$
20,175

 
$
20,172

Deferred compensation
1,826

 
2,027

Accrued workers’ compensation and general liability claims
4,030

 
4,030

Other
4,936

 
4,140

 
$
30,967

 
$
30,369


Accrued occupancy costs include obligations pertaining to closed restaurant locations and accruals to expense operating lease rental payments on a straight-line basis over the lease term.
The following table presents the activity in the closed-store reserve, of which $2.6 million and $3.1 million are included in long-term accrued occupancy costs at April 2, 2017 and January 1, 2017, respectively, with the remainder in other current liabilities.
 
Three Months Ended April 2, 2017
 
Year Ended January 1, 2017
Balance, beginning of period
$
4,912

 
$
1,832

Provisions for restaurant closures
421

 
3,093

Additional lease charges, net of (recoveries)
(281
)
 
(237
)
Payments, net
(708
)
 
(806
)
Other adjustments
171

 
1,030

Balance, end of period
$
4,515

 
$
4,912


4. Stock-Based Compensation
During the three months ended April 2, 2017 and April 3, 2016, the Company granted certain employees 187,342 and 50,087 non-vested restricted shares, respectively, under the Fiesta Restaurant Group, Inc. 2012 Stock Incentive Plan (the "Fiesta Plan"). These shares generally vest and become non-forfeitable over a four year vesting period. The weighted average fair value at grant date for these non-vested shares issued to employees during the three months ended April 2, 2017 and April 3, 2016 was $20.75 and $35.25, respectively.
During the three months ended April 2, 2017 and April 3, 2016, the Company granted certain employees 11,745 and 5,762 restricted stock units, respectively, under the Fiesta Plan. The restricted stock units granted during the three months ended April 2, 2017 and April 3, 2016 vest and become non-forfeitable at the end of a four year vesting period. The weighted average fair value

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands of dollars, except share and per share amounts)


at grant date for these restricted stock units issued to employees during the three months ended April 2, 2017 and April 3, 2016 was $20.75 and $35.25, respectively.
Also during the three months ended April 3, 2016, the Company granted 33,691 non-vested restricted shares and 33,691 restricted stock units, respectively, under the Fiesta Plan to certain employees subject to performance conditions. The non-vested restricted shares vest and become non-forfeitable over a four year vesting period subject to the attainment of financial performance conditions. The restricted stock units vest and become non-forfeitable at the end of a three year vesting period. The number of shares into which the restricted stock units convert is based on the attainment of certain financial performance conditions and for the restricted stock units granted during the three months ended April 3, 2016, ranges from no shares, if the minimum financial performance condition is not met, to 67,382 shares, if the maximum performance condition is met. The weighted average fair value at grant date for both restricted non-vested shares and restricted stock units subject to financial performance conditions granted during the three months ended April 3, 2016 was $35.25.
Stock-based compensation expense for the three months ended April 2, 2017 was $0.6 million, and for the three months ended April 3, 2016 was $1.0 million. At April 2, 2017, the total unrecognized stock-based compensation expense related to non-vested restricted shares and restricted stock units was approximately $7.0 million. At April 2, 2017, the remaining weighted average vesting period for non-vested restricted shares was 3.2 years and restricted stock units was 2.0 years.
A summary of all non-vested restricted shares and restricted stock units activity for the three months ended April 2, 2017 is as follows:
 
Non-Vested Shares
 
Restricted Stock Units
 
Shares
 
Weighted
Average
Grant Date
Price
 
Units
 
Weighted
Average
Grant Date
Price
Outstanding at January 1, 2017
129,352

 
$
37.94

 
51,445

 
$
46.59

Granted
187,342

 
20.75

 
11,745

 
20.75

Vested/Released
(31,463
)
 
35.04

 
(102
)
 
50.38

Forfeited
(8,636
)
 
40.95

 
(914
)
 
42.39

Outstanding at April 2, 2017
276,595

 
$
26.53

 
62,174

 
$
41.76


The fair value of the non-vested restricted shares and restricted stock units is based on the closing price on the date of grant.
5. Business Segment Information
The Company is engaged in the fast-casual restaurant industry, with two restaurant concepts (each of which is an operating segment): Pollo Tropical and Taco Cabana. Pollo Tropical restaurants offer a wide variety of freshly prepared Caribbean inspired food while our Taco Cabana restaurants offer a broad selection of freshly prepared Mexican inspired food.
Each segment's accounting policies are the same as those described in the summary of significant accounting policies in Note 1 to the Company's audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2017. The Company reports more than one measure of segment profit or loss to the chief operating decision maker for the purposes of allocating resources to the segments and assessing their performance. The primary measures of segment profit or loss used to assess performance and allocate resources are income (loss) before taxes and Adjusted EBITDA, which is defined as earnings attributable to the applicable operating segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. Although the chief operating decision maker uses Adjusted EBITDA as a measure of segment profitability, in accordance with Accounting Standards Codification 280, Segment Reporting, the following table includes segment income (loss) before taxes, which is the measure of segment profit or loss determined in accordance with the measurement principles that are most consistent with the principles used in measuring the corresponding amounts in the consolidated financial statements.

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands of dollars, except share and per share amounts)


The “Other” column includes corporate-related items not allocated to reportable segments and consists primarily of corporate-owned property and equipment, miscellaneous prepaid costs, capitalized costs associated with the issuance of indebtedness, corporate cash accounts, a current income tax receivable, and advisory fees related to a previously proposed and terminated separation transaction.
 
Three Months Ended
 
Pollo Tropical
 
Taco Cabana
 
Other
 
Consolidated
April 2, 2017:
 
 
 
 
 
 
 
 
Restaurant sales
 
$
99,310

 
$
75,667

 
$

 
$
174,977

Franchise revenue
 
449

 
181

 

 
630

Cost of sales
 
29,947

 
21,001

 

 
50,948

Restaurant wages and related expenses (1)
 
24,046

 
24,086

 

 
48,132

Restaurant rent expense
 
5,375

 
4,487

 

 
9,862

Other restaurant operating expenses
 
13,389

 
10,679

 

 
24,068

Advertising expense
 
4,325

 
3,214

 

 
7,539

General and administrative expense (2)
 
8,894

 
7,114

 

 
16,008

Depreciation and amortization
 
6,083

 
3,103

 

 
9,186

Pre-opening costs
 
332

 
92

 

 
424

Impairment and other lease charges
 
32,071

 
343

 

 
32,414

Interest expense
 
249

 
335

 

 
584

Income (loss) before taxes
 
(25,096
)
 
1,394

 

 
(23,702
)
Capital expenditures
 
8,663

 
2,696

 
315

 
11,674

April 3, 2016:
 
 
 
 
 
 
 
 
Restaurant sales
 
$
98,906

 
$
77,033

 
$

 
$
175,939

Franchise revenue
 
577

 
161

 

 
738

Cost of sales
 
31,604

 
22,446

 

 
54,050

Restaurant wages and related expenses (1)
 
22,896

 
22,156

 

 
45,052

Restaurant rent expense
 
4,644

 
4,277

 

 
8,921

Other restaurant operating expenses
 
12,592

 
9,796

 

 
22,388

Advertising expense
 
3,762

 
3,233

 

 
6,995

General and administrative expense (2)
 
7,685

 
5,462

 
701

 
13,848

Depreciation and amortization
 
5,278

 
3,058

 

 
8,336

Pre-opening costs
 
1,114

 
68

 

 
1,182

Impairment and other lease charges
 

 
12

 

 
12

Interest expense
 
251

 
307

 

 
558

Income (loss) before taxes
 
9,669

 
6,615

 
(701
)
 
15,583

Capital expenditures
 
14,099

 
1,634

 
1,058

 
16,791

Identifiable Assets:
 
 
 
 
 
 
 
 
April 2, 2017
 
$
247,967

 
$
170,169

 
$
8,509

 
$
426,645

January 1, 2017
 
263,868

 
165,195

 
12,502

 
441,565


(1) Includes stock-based compensation expense of $109 and $36 for the three months ended April 2, 2017 and April 3, 2016, respectively.
(2) Includes stock-based compensation expense of $537 and $975 for the three months ended April 2, 2017 and April 3, 2016, respectively.
6. Net Income (Loss) per Share
The Company computes basic net income (loss) per share by dividing net income (loss) applicable to common shares by the weighted average number of common shares outstanding during each period. Our non-vested restricted shares contain a non-forfeitable right to receive dividends on a one-to-one per share ratio to common shares and are thus considered participating securities. The impact of the participating securities is included in the computation of basic net income per share pursuant to th

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands of dollars, except share and per share amounts)


e two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings attributable to common shares and participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Net income per common share is computed by dividing undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and non-vested restricted shares based on the weighted average shares outstanding during the period.
Diluted earnings per share reflects the potential dilution that could occur if our restricted stock units were to be converted into common shares. Restricted stock units with performance conditions are only included in the diluted earnings per share calculation to the extent that performance conditions have been met at the measurement date. We compute diluted earnings per share by adjusting the basic weighted average number of common shares by the dilutive effect of the restricted stock units, determined using the treasury stock method.
For the three months ended April 2, 2017, all restricted stock units outstanding were excluded from the computation of diluted earnings per share because to do so would have been antidilutive as a result of the net loss in the first quarter of 2017. Weighted average outstanding restricted stock units totaling 7,407 shares for the three months ended April 3, 2016, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
The computation of basic and diluted net income (loss) per share is as follows:
 
Three Months Ended
 
April 2, 2017
 
April 3, 2016
Basic and diluted net income (loss) per share:
 
 
 
Net income (loss)
$
(15,060
)
 
$
9,895

Less: income allocated to participating securities

 
(93
)
Net income (loss) available to common shareholders
$
(15,060
)
 
$
9,802

Weighted average common shares, basic
26,774,103

 
26,605,717

Restricted stock units

 
6,304

Weighted average common shares, diluted
26,774,103

 
26,612,021

 
 
 
 
Basic net income (loss) per share
$
(0.56
)
 
$
0.37

Diluted net income (loss) per share
$
(0.56
)
 
$
0.37


7. Commitments and Contingencies
Lease Assignments. Taco Cabana has assigned three leases to various parties on properties where it no longer operates restaurants with lease terms expiring on various dates through 2029. The assignees are responsible for making the payments required by the leases. The Company is a guarantor under one of the leases, and it remains secondarily liable as a surety with respect to two of the leases. The maximum potential liability for future rental payments that the Company could be required to make under these leases at April 2, 2017 was $1.6 million. The Company could also be obligated to pay property taxes and other lease related costs. The obligations under these leases will generally continue to decrease over time as the operating leases expire. The Company does not believe it is probable that it will be ultimately responsible for the obligations under these leases.
Legal Matters. The Company is a party to legal proceedings incidental to the conduct of business, including the matter described below. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, the Company does not establish an accrued liability.
On November 24, 2015, Pollo Tropical received a legal demand letter alleging that assistant managers were misclassified as exempt from overtime wages under the Fair Labor Standards Act. On September 30, 2016, prior to any suit being filed, Pollo Tropical reached a settlement with seven named individuals and a proposed collective action class that will allow current and former assistant managers to receive notice and opt-in to the settlement. Pollo Tropical denies any liability or unlawful conduct. The Company has recorded a charge of $0.8 million to cover the estimated costs related to the settlement, including estimated payments to individuals that opt-in to the settlement, premium payments to named individuals, attorneys’ fees for the individuals'

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands of dollars, except share and per share amounts)


counsel, and related settlement administration costs. The charge does not include legal fees incurred by Pollo Tropical in defending the action. The settlement, which is subject to approval by an arbitrator and a judicial body, will result in dismissal with prejudice for the named individuals and all individuals that opt-in to the settlement.
The Company is also a party to various other litigation matters incidental to the conduct of business. The Company does not believe that the outcome of any of these matters will have a material effect on its consolidated financial statements.
8. Recent Accounting Pronouncements
In May 2014, and in subsequent updates, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the guidance in former Topic 605, Revenue Recognition, and provides for either a full retrospective adoption in which the standard is applied to all of the periods presented or a modified retrospective adoption in which the cumulative effect of initially applying the standard is recognized at the date of initial application. The new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers unless the contracts are in the scope of other US GAAP requirements. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain non-financial assets, such as property and equipment, including real estate. The Company is currently evaluating the impact of the provisions of Topic 606; however, the Company does not believe the standard will impact its recognition of revenue from company-owned restaurants or its recognition of franchise royalty revenues, which are based on a percent of gross sales. The Company expects the provisions to primarily impact franchise and development fees as well as gift card programs and does not expect the standard to have a material effect on its financial statements. The Company does not plan to early adopt the standard and plans to use the modified retrospective approach to adopt the standard. For the Company, the new standard is effective for interim and annual periods beginning after December 15, 2017.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessee recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. For the Company, the new standard is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. A modified retrospective approach is required with an option to use certain practical expedients. The new guidance is required to be applied at the beginning of the earliest comparative period presented. The Company is currently evaluating the impact on its financial statements. Although the impact is not currently estimable, the Company expects to recognize lease assets and lease liabilities for most of the leases it currently accounts for as operating leases. In addition, for the Company's leases that are classified as sale-leaseback transactions, the Company will be required to record an initial adjustment to retained earnings associated with the previously deferred gains, and for any future transactions, the gain, adjusted for any off-market terms, will be recorded immediately. Currently the Company amortizes sale-leaseback gains over the lease term. The Company is continuing its assessment, which may identify other impacts.
In March 2016, the FASB issued ASU No. 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products (Topic 405-20), which creates an exception under Topic 405-20 to derecognize financial liabilities related to certain prepaid stored-value products using a breakage model consistent with the revenue breakage model in Topic 606. The new guidance will be effective concurrent with Topic 606, which is effective for the Company for interim and annual periods beginning after December 15, 2017. The Company does not expect this standard to have a material effect on its financial statements.



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ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of financial condition and results of operations ("MD&A") is written to help the reader understand our company. The MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying financial statement notes. Any reference to restaurants refers to company-owned restaurants unless otherwise indicated. Throughout this MD&A, we refer to Fiesta Restaurant Group, Inc., together with its consolidated subsidiaries, as "we," "our" and "us."
We use a 52-53 week fiscal year ending on the Sunday closest to December 31. The fiscal year ended January 1, 2017 contained 52 weeks. The three months ended April 2, 2017 and April 3, 2016 each contained thirteen weeks. The fiscal year ending December 31, 2017 will contain 52 weeks.
Company Overview
We own, operate and franchise two fast-casual restaurant brands, Pollo Tropical® and Taco Cabana®, which have almost 30 years and 40 years, respectively, of operating history and loyal customer bases in their core markets. Our Pollo Tropical restaurants offer a wide variety of freshly prepared Caribbean inspired food, while our Taco Cabana restaurants offer a broad selection of freshly prepared Mexican inspired food. We believe that both brands are differentiated from other restaurant concepts and offer a unique dining experience. We are positioned within the value-oriented fast-casual restaurant segment, which combines the convenience and value of quick-service restaurants with the variety, food quality, décor and atmosphere more typical of casual dining restaurants. Our open display kitchen format allows guests to view and experience our food being freshly-prepared and cooked to order. Additionally, nearly all of our restaurants offer the convenience of drive-thru windows. As of April 2, 2017, our company-owned restaurants included 180 Pollo Tropical restaurants and 167 Taco Cabana restaurants.
We franchise our Pollo Tropical restaurants primarily internationally and as of April 2, 2017, we had 27 franchised Pollo Tropical restaurants located in Puerto Rico, the Bahamas, Venezuela, Panama, Guatemala and Guyana, and seven licensed locations on college campuses and at a hospital in Florida. We have agreements for the continued development of franchised Pollo Tropical restaurants in certain of our existing franchised markets.
As of April 2, 2017, we had five franchised Taco Cabana restaurants located in New Mexico and two non-traditional Taco Cabana licensed locations on college campuses in Texas.
Recent Events Affecting our Results of Operations
On April 24, 2017, we announced a strategic renewal plan to drive long-term value (the "Renewal Plan") that initially focuses on revitalizing restaurant performance in core markets and included the closure of 30 Pollo Tropical restaurants outside our core Florida markets. We closed all Pollo Tropical locations in Dallas-Fort Worth and Austin, Texas, and Nashville, Tennessee. We will continue to operate 19 Pollo Tropical restaurants outside of Florida, including 13 in Atlanta and six in south Texas. Up to five closed restaurants in Texas may be rebranded as Taco Cabana restaurants.
Strategic Renewal Plan Designed to Drive Long-Term Value Creation
As part of the Renewal Plan, we intend to relaunch the Pollo Tropical brand in September of this year and to relaunch the Taco Cabana brand late in the year once priority initiatives under the Renewal Plan are achieved.
Priority initiatives include the following:
Revitalizing Our Brands in Core Markets
Return to the founding principles that made each brand iconic
Improve quality and freshness of natural ingredients across the entire menu at both brands
Staff and manage restaurants to deliver the exceptional hospitality necessary to further build affinity and loyalty
Implement high quality systems that improve the guest experience and operational efficiency, including state-of-the-art digital platforms
Address deferred maintenance needs to bring restaurants up to a high quality standard
Managing Capital and Financial Discipline
Reduce costs throughout the organization to offset investments being made to enhance the guest experience
Until the relaunch, reduce broadcast media where possible and optimize post-launch advertising support
Analyze price elasticity across the restaurant portfolio, retaining a strong value proposition

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Curtail new restaurant development and remodeling until revitalization is established
Establishing Platforms for Long Term Growth
Differentiate brands through refined positioning, marketing and digital strategies
Enhance catering and delivery capabilities, utilizing digital platforms including online ordering
Reformulate strategy to position each brand for successful future expansion outside of its core markets by leveraging a robust analytical process and deep industry expertise
Maximize cash-on-cash returns by refining restaurant prototypes to appeal to our target audience and optimizing the restaurant footprint
Store Closures
We closed all Pollo Tropical locations in Dallas-Fort Worth and Austin, Texas, and Nashville, Tennessee, however, we will continue to own and operate 19 Pollo Tropical restaurants outside of Florida, including 13 in Atlanta and six in south Texas in which to apply and prove successful regional strategies for future Pollo Tropical expansion beyond Florida
Up to five closed restaurants in Texas may be rebranded as Taco Cabana restaurants
Where possible, employees impacted by restaurant closures were offered positions at nearby restaurants
As a result, we recognized impairment charges in the first quarter of 2017, with respect to the 30 restaurants that we subsequently closed in the second quarter of 2017, seven of which were impaired in 2016, as well as an additional impairment charge related to previously closed restaurants primarily as a result of the decision not to convert a location to a Taco Cabana restaurant. We also recognized an impairment charge with respect to three Taco Cabana restaurants that we continue to operate. Impairment and other lease charges for the three months ended April 2, 2017 consisted of impairment charges for Pollo Tropical and Taco Cabana restaurants of $32.0 million and $0.3 million, respectively, and lease and other charges related to closed Pollo Tropical restaurants of $0.1 million, net of recoveries. We will recognize lease and other charges related to the closed restaurants in the second quarter of 2017.
The 30 closed restaurants contributed approximately $3.8 million in restaurant-level operating losses to income from operations, including $1.2 million of depreciation expense for the three months ended April 2, 2017.
The fast-casual restaurant industry experienced a continued general slowdown in 2016 that continued into the first quarter of 2017, specifically in Florida and Texas. We believe the challenging market and industry conditions in Florida and Texas and, in the case of Pollo Tropical, sales cannibalization from new restaurants on existing restaurants contributed to a decline in comparable restaurant transactions and sales in the first quarter of 2017.
Executive Summary - Consolidated Operating Performance for the Three Months Ended April 2, 2017
Our first quarter 2017 results and highlights include the following:
Net income (loss) decreased $25.0 million to $(15.1) million in the first quarter of 2017, or $(0.56) per diluted share, compared to net income of $9.9 million, or $0.37 per diluted share in the first quarter of 2016, due primarily to impairment charges, new restaurant performance, lower comparable restaurant sales and higher operating expenses and general and administrative costs.
Total revenues decreased 0.6% in the first quarter of 2017 to $175.6 million compared to $176.7 million in the first quarter of 2016, driven primarily by a decrease in comparable restaurant sales. Comparable restaurant sales decreased 4.5% for our Taco Cabana restaurants resulting primarily from a decrease in comparable restaurant transactions of 4.0% and a decrease in average check of 0.5%. Comparable restaurant sales decreased 6.7% for our Pollo Tropical restaurants resulting primarily from a decrease in comparable restaurant transactions of 8.9% partially offset by an increase in average check of 2.2%.
During the first quarter of 2017, we opened three company-owned Pollo Tropical restaurants and one Taco Cabana restaurant. During the first quarter of 2016, we opened six company-owned Pollo Tropical restaurants.
Adjusted EBITDA decreased $6.0 million in the first quarter of 2017 to $19.3 million compared to $25.3 million in the first quarter of 2016, driven by lower profitability as a result of new restaurant performance, lower comparable restaurant sales, higher operating expenses and general and administrative costs. Adjusted EBITDA is a non-GAAP financial measure of performance. For a discussion of our use of Adjusted EBITDA and a reconciliation from net income to Adjusted EBITDA, see "Management's Use of Non-GAAP Financial Measures".

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Results of Operations
The following table summarizes the changes in the number and mix of Pollo Tropical and Taco Cabana company-owned and franchised restaurants.
 
Pollo Tropical
 
Taco Cabana
 
Owned
 
Franchised
 
Total
 
Owned
 
Franchised
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
January 1, 2017
177

 
35

 
212

 
166

 
7

 
173

   New
3

 
2

 
5

 
1

 

 
1

   Closed

 
(3
)
 
(3
)
 

 

 

April 2, 2017
180

 
34

 
214

 
167

 
7

 
174

 
 
 
 
 
 
 
 
 
 
 
 
January 3, 2016
155

 
35

 
190

 
162

 
6

 
168

   New
6

 
1

 
7

 

 

 

   Closed

 

 

 

 

 

April 3, 2016
161

 
36

 
197

 
162

 
6

 
168


Three Months Ended April 2, 2017 Compared to Three Months Ended April 3, 2016
The following table sets forth, for the three months ended April 2, 2017 and April 3, 2016, selected consolidated operating results as a percentage of consolidated restaurant sales and selected segment operating results as a percentage of applicable segment restaurant sales.
 
Three Months Ended
 
April 2, 2017
 
April 3, 2016
 
April 2, 2017
 
April 3, 2016
 
April 2, 2017
 
April 3, 2016
 
Pollo Tropical
 
Taco Cabana
 
Consolidated
Restaurant sales:
 
 
 
 
 
 
 
 
 
 
 
Pollo Tropical
 
 
 
 
 
 
 
 
56.8
%
 
56.2
%
Taco Cabana
 
 
 
 
 
 
 
 
43.2
%
 
43.8
%
Consolidated restaurant sales
 
 
 
 
 
 
 
 
100.0
%
 
100.0
%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
30.2
%
 
32.0
%
 
27.8
%
 
29.1
%
 
29.1
%
 
30.7
%
Restaurant wages and related expenses
24.2
%
 
23.1
%
 
31.8
%
 
28.8
%
 
27.5
%
 
25.6
%
Restaurant rent expense
5.4
%
 
4.7
%
 
5.9
%
 
5.6
%
 
5.6
%
 
5.1
%
Other restaurant operating expenses
13.5
%
 
12.7
%
 
14.1
%
 
12.7
%
 
13.8
%
 
12.7
%
Advertising expense
4.4
%
 
3.8
%
 
4.2
%
 
4.2
%
 
4.3
%
 
4.0
%
Pre-opening costs
0.3
%
 
1.1
%
 
0.1
%
 
0.1
%
 
0.2
%
 
0.7
%
Consolidated Revenues. Revenues include restaurant sales and franchise royalty revenues and fees. Restaurant sales consists of food and beverage sales, net of discounts, at our company-owned restaurants. Franchise royalty revenues and fees represent ongoing royalty payments that are determined based on a percentage of franchisee sales, franchise fees associated with new restaurant openings, and development fees associated with the opening of new franchised restaurants in a given market. Restaurant sales are influenced by new restaurant openings, closures of restaurants and changes in comparable restaurant sales.
Total revenues decreased 0.6% to $175.6 million in the first quarter of 2017 from $176.7 million in the first quarter of 2016. Restaurant sales decreased 0.5% to $175.0 million in the first quarter of 2017 from $175.9 million in the first quarter of 2016.

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The following table presents the primary drivers of the increase or decrease in restaurant sales for both Pollo Tropical and Taco Cabana for the first quarter of 2017 compared to the first quarter of 2016 (in millions).
Pollo Tropical:
 
Decrease in comparable restaurant sales
$
(6.0
)
Incremental sales related to new restaurants, net of closed restaurants
6.4

   Total increase
$
0.4

 
 
Taco Cabana:
 
Decrease in comparable restaurant sales
$
(3.4
)
Incremental sales related to new restaurants, net of closed restaurants
2.0

   Total decrease
$
(1.4
)
Comparable restaurant sales for Pollo Tropical restaurants decreased 6.7% in the first quarter of 2017. Comparable restaurant sales for Taco Cabana restaurants decreased 4.5% in the first quarter of 2017. Restaurants are included in comparable restaurant sales after they have been open for 18 months. Increases or decreases in comparable restaurant sales result primarily from an increase or decrease in comparable restaurant transactions and in average check. The increase in average check is primarily driven by menu price increases. For Pollo Tropical, a decrease in comparable restaurant transactions of 8.9% was partially offset by menu price increases that drove an increase in restaurant sales of 2.0% in the first quarter of 2017 as compared to the first quarter of 2016. For Taco Cabana, a decrease in comparable restaurant transactions of 4.0% and a decrease in average check driven by unfavorable sales mix was partially offset by menu price increases that positively impacted restaurant sales by 2.2% in the first quarter of 2017 as compared to the first quarter of 2016. As a result of new restaurant openings, expected sales cannibalization of existing restaurants negatively impacted comparable restaurant sales for Pollo Tropical by 0.7% in the first quarter of 2017. Comparable restaurant sales for both brands continue to be negatively impacted by the general fast-casual industrywide slowdown in restaurant sales in Florida and Texas.
According to data reported by TDn2K’s Black Box Intelligence, in the first quarter of 2017 comparable restaurant transactions in the fast casual segment declined 680 bps and 650 bps in Florida and Texas, respectively. Pollo Tropical comparable restaurant transactions in Florida were approximately 100 basis points lower than fast casual restaurant peers and Taco Cabana comparable restaurant transactions in Texas were 250 basis points higher than fast casual restaurant peers. Sales cannibalization negatively impacted Pollo Tropical comparable restaurant transactions in Florida by approximately 0.7%.
In addition, restaurants in newer markets generally have lower sales than restaurants in mature markets. As a result, Pollo Tropical revenues have grown at a slower rate than the average number of restaurants.
Franchise revenues remained relatively stable and decreased by $0.1 million to $0.6 million in the first quarter of 2017 from $0.7 million in the first quarter of 2016.
Operating costs and expenses. Operating costs and expenses include cost of sales, restaurant wages and related expenses, other restaurant expenses and advertising expenses. Cost of sales consists of food, paper and beverage costs including packaging costs, less rebates and purchase discounts. Cost of sales is generally influenced by changes in commodity costs, the sales mix of items sold and the effectiveness of our restaurant-level controls to manage food and paper costs. Key commodities, including chicken and beef, are generally purchased under contracts for future periods of up to one year.
Restaurant wages and related expenses include all restaurant management and hourly productive labor costs, employer payroll taxes, restaurant-level bonuses and related benefits. Payroll and related taxes and benefits are subject to inflation, including minimum wage increases and increased costs for health insurance, workers' compensation insurance and state unemployment insurance.
Other restaurant operating expenses include all other restaurant-level operating costs, the major components of which are utilities, repairs and maintenance, general liability insurance, real estate taxes, sanitation, supplies and credit card fees.
Advertising expense includes all promotional expenses including television, radio, billboards and other sponsorships and promotional activities.
Pre-opening costs include costs incurred prior to opening a restaurant, including restaurant employee wages and related expenses, travel expenditures, recruiting, training, promotional costs associated with the restaurant opening and rent, including any non-cash rent expense recognized during the construction period. Pre-opening costs are generally incurred beginning four to six months prior to a restaurant opening.

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The following tables present the primary drivers of the changes in the components of restaurant operating margins for Pollo Tropical and Taco Cabana for the first quarter of 2017 compared to the first quarter of 2016. All percentages are stated as a percentage of applicable segment restaurant sales.
Pollo Tropical:
 
Cost of sales:
 
   Lower commodity costs
(0.8
)%
   Menu price increases
(0.8
)%
   Improved operating efficiencies
(0.4
)%
   Lower promotions and discounts
(0.2
)%
   Sales mix
0.3
 %
   Other
0.1
 %
      Net decrease in cost of sales as a percentage of restaurant sales
(1.8
)%
 
 
Restaurant wages and related expenses:
 
   Higher labor costs for new restaurants(1)
0.5
 %
   Higher labor costs for comparable restaurants(1)
0.4
 %
   Higher workers compensation costs(1)
0.1
 %
   Higher incentive bonus costs(2)
0.2
 %
   Lower medical benefit costs(1)
(0.2
)%
   Other
0.1
 %
      Net increase in restaurant wages and related costs as a percentage of restaurant sales
1.1
 %
 
 
Other operating expenses:
 
   Higher utility costs(1)
0.3
 %
   Higher insurance costs(1)
0.2
 %
   Higher real estate taxes generally related to new restaurants(1)
0.2
 %
   Other
0.1
 %
      Net increase in other restaurant operating expenses as a percentage of restaurant sales
0.8
 %
 
 
Advertising expense:
 
   Unused pre-production costs and increase in advertising
0.6
 %
      Net increase in advertising expense as a percentage of restaurant sales
0.6
 %
 
 
Pre-opening costs:
 
   Decrease in the number of restaurant openings
(0.8
)%
      Net decrease in pre-opening costs as a percentage of restaurant sales
(0.8
)%
(1) Includes the impact of lower sales on fixed and semi-fixed costs.
(2) Includes the impact of a one-time revised bonus plan designed to promote retention.

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Taco Cabana:
 
Cost of sales:
 
   Lower commodity costs
(1.3
)%
   Menu price increases
(0.6
)%
   Higher promotions and discounts
0.8
 %
   Other
(0.2
)%
      Net decrease in cost of sales as a percentage of restaurant sales
(1.3
)%
 
 
Restaurant wages and related expenses:
 
   Higher labor costs(1)
2.2
 %
   Higher medical costs(1)
0.3
 %
   Higher incentive bonus costs(2)
0.5
 %
      Net increase in restaurant wages and related costs as a percentage of restaurant sales
3.0
 %
 
 
Other operating expenses:
 
   Higher repairs and maintenance costs(1)
0.2
 %
   Higher operating supplies(1)
0.2
 %
   Higher real estate taxes(1)
0.4
 %
   Other(1)
0.6
 %
      Net increase in other restaurant operating expenses as a percentage of restaurant sales
1.4
 %
 
 
Advertising expense:
 
      Net change in advertising expense as a percentage of restaurant sales
 %
 
 
Pre-opening costs:
 
      Net change in pre-opening costs as a percentage of restaurant sales
 %
(1) Includes the impact of lower sales on fixed and semi-fixed costs.
(2) Includes the impact of a one-time revised bonus plan designed to promote retention.
Consolidated Restaurant Rent Expense. Restaurant rent expense includes base rent and contingent rent on our leases characterized as operating leases, reduced by amortization of gains on sale-leaseback transactions. Restaurant rent expense, as a percentage of total restaurant sales, increased to 5.6% in the first quarter of 2017 from 5.1% in the first quarter of 2016 primarily as a result of new restaurants that generally have higher rent and lower sales, and the impact of lower comparable restaurant sales.
Consolidated General and Administrative Expenses. General and administrative expenses are comprised primarily of (1) salaries and expenses associated with the development and support of our company and brands and the management oversight of the operation of our restaurants; and (2) legal, auditing and other professional fees and stock-based compensation expense.
General and administrative expenses were $16.0 million in the first quarter of 2017 and $13.8 million in the first quarter of 2016, and as a percentage of total revenues, general and administrative expenses increased to 9.1% in the first quarter of 2017 compared to 7.8% in the first quarter of 2016, due primarily to the costs described below, higher incentive-based compensation costs and higher medical costs. The increase in incentive-based compensation costs was due primarily to retention-related bonus costs in the first quarter of 2017 and favorable adjustments related to 2015 bonuses in the first quarter of 2016. General and administrative expenses in the first quarter of 2017 included a $0.8 million charge for terminated capital project costs, $0.8 million of financial and legal advisory and other fees related to the Company’s CEO and board member searches, shareholder activism and related matters and a $0.3 million write-off of site development costs related to locations that we decided not to develop, partially offset by the benefit of $0.5 million related to litigation matters. General and administrative expenses in the first quarter of 2016 included $0.7 million of financial and legal advisory fees and $0.1 million for the write-off of site costs related to locations that we decided not to develop, partially offset by the benefit of $0.3 million related to litigation matters.
Adjusted EBITDA. Adjusted EBITDA, which is one of the measures of segment profit or loss used by our chief operating decision maker for purposes of allocating resources to our segments and assessing their performance, is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease

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charges, stock-based compensation expense and other income and expense. Adjusted EBITDA may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation. Adjusted EBITDA for each of our segments includes an allocation of general and administrative expenses associated with administrative support for executive management, information systems and certain accounting, legal, supply chain, human resources, development, and other administrative functions. Adjusted EBITDA is a non-GAAP financial measure of performance. For a discussion of our use of Adjusted EBITDA and a reconciliation from net income to Adjusted EBITDA, see the heading entitled "Management's Use of Non-GAAP Financial Measures".
Adjusted EBITDA for Pollo Tropical decreased to $13.8 million in the first quarter of 2017 from $15.7 million in the first quarter of 2016 primarily as a result of lower profitability at new restaurants, the impact of lower comparable restaurant sales and higher operating expenses and general and administrative costs. Adjusted EBITDA for Taco Cabana decreased to $5.5 million in the first quarter of 2017 from $10.2 million in the first quarter of 2016 primarily as a result of the impact of lower comparable restaurant sales, and higher operating expenses and general and administrative costs. Consolidated Adjusted EBITDA decreased to $19.3 million in the first quarter of 2017 from $25.3 million in the first quarter of 2016.
Depreciation and Amortization. Depreciation and amortization expense increased to $9.2 million in the first quarter of 2017 from $8.3 million in the first quarter of 2016 due primarily to increased depreciation related to new restaurant openings.
Impairment and Other Lease Charges. As discussed under Recent Events Affecting our Results of Operations, on April 24, 2017, we announced a strategic renewal plan to drive long-term value that includes the closure of 30 Pollo Tropical restaurants outside our core Florida markets. We closed all Pollo Tropical locations in Dallas-Fort Worth and Austin, Texas, and Nashville, Tennessee. we will continue to operate 19 Pollo Tropical restaurants outside of Florida, including 13 in Atlanta and six in south Texas. Up to five closed restaurants in Texas may be rebranded as Taco Cabana restaurants.
In the first quarter of 2017, we recognized impairment charges with respect to the 30 restaurants that we subsequently closed in the second quarter of 2017, seven of which were impaired in 2016, as well as an additional impairment charge related to previously closed restaurants primarily as a result of the decision not to convert a location to a Taco Cabana restaurant. We also recognized an impairment charge with respect to three Taco Cabana restaurants that it continues to operate. Impairment and other lease charges for the three months ended April 2, 2017 consisted of impairment charges for Pollo Tropical and Taco Cabana restaurants of $32.0 million and $0.3 million, respectively, and lease and other charges related to closed Pollo Tropical restaurants of $0.1 million, net of recoveries. We will recognize lease and other charges related to the closed restaurants in the second quarter of 2017.
Each quarter we assess the potential impairment of any long-lived assets that have experienced a triggering event, including restaurants for which the related trailing twelve month cash flows are below a certain threshold. We determine if there is impairment at the restaurant level by comparing undiscounted future cash flows from the related long-lived assets to their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of each restaurant over its remaining lease term, including sales trends, labor rates, commodity costs and other operating cost assumptions. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, including our ability to sell or reuse the related assets and market conditions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets and these charges could be material.
Many new restaurants in Pollo Tropical’s emerging markets have opened at lower sales volumes and have not yet achieved the sales volumes required to generate positive cash flows. Pollo Tropical's emerging markets have included Atlanta, Nashville and Texas. Subsequent to the restaurant closures discussed above, Pollo Tropical’s emerging markets include Atlanta and south Texas. The combined carrying values of the operating restaurants in Atlanta and south Texas are $21.2 million and $12.5 million, respectively, as of April 2, 2017.
We have initiated operational and transactional growth plans to drive improved performance in the Atlanta and south Texas markets and will continue to evaluate their long-term viability. Our estimates of future cash flows assume these plans will succeed and sales will reach the levels required to generate cash flows that exceed the carrying value of the restaurants. Our cash flow projections include, among other things, significant sales growth as the result of the introduction of broadcast media, dedicated sales positions to build our catering business, increased frequency with the launch of our loyalty program, third party delivery and local store marketing. If these assumptions change in the future or the performance of these restaurants does not improve as projected, an impairment charge could be recognized in future periods, and such charge could be material.
Three operating Pollo Tropical restaurants open more than twelve months in markets outside of Florida with a combined carrying value of $4.9 million had projected cash flows that exceed the restaurant's carrying value by a small margin. In addition, six operating Pollo Tropical restaurants opened during 2016 in markets outside of Florida with a combined carrying value of $11.0 million have initial sales volumes lower than expected, but do not have significant operating history to form a good basis for future projections. The nine restaurants contributed approximately $0.9 million in restaurant-level operating losses to income from

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operations, including $0.4 million in depreciation expense for the three months ended April 2, 2017. In addition, one Taco Cabana restaurant with a carrying value of $1.0 million had projected cash flows that exceed the restaurant’s carrying value by a small margin. For these restaurants, if expected performance improvements described above are not realized, an impairment charge may be recognized in future periods, and such charge could be material.
Other Expense (Income), Net. Other expense of $0.1 million in the first quarter of 2017 primarily consisted of costs for the removal of signs and equipment related to closed Pollo Tropical restaurants. Other income of $0.2 million in the first quarter of 2016 primarily consisted of expected business interruption insurance proceeds for a Pollo Tropical location that was temporarily closed due to a fire.
Interest Expense. Interest expense was $0.6 million in the first quarter of 2017 and 2016.
Provision for (Benefit from) Income Taxes. The effective tax rate was 36.5% for the first quarter of 2017 and the first quarter of 2016. The benefit from income taxes for the first quarter of 2017 was derived using an estimated annual effective tax rate, excluding the discrete impact of a tax benefit deficiency from the vesting of restricted shares and the tax benefit resulting from impairment and other lease charges of $0.1 million and $11.8 million, respectively, of 35.6%. The provision for income taxes for the first quarter of 2016 was derived using an estimated effective annual income tax rate of 36.5%. As discussed in Note 1, tax benefit deficiencies and excess tax benefits created upon the vesting of restricted shares are now recorded as a discrete item within the income tax provision. These amounts were previously recorded as an adjustment to Additional paid-in capital.
Net Income (Loss). As a result of the foregoing, we had a net loss of $15.1 million in the first quarter of 2017 compared to net income of $9.9 million in the first quarter of 2016.
Liquidity and Capital Resources
We do not have significant receivables or inventory and receive trade credit based upon negotiated terms in purchasing food products and other supplies. We are able to operate with a substantial working capital deficit because:
restaurant operations are primarily conducted on a cash basis;
rapid turnover results in a limited investment in inventories; and
cash from sales is usually received before related liabilities for food, supplies and payroll become due.
Capital expenditures and payments related to our lease obligations represent significant liquidity requirements for us. We believe cash generated from our operations, availability of borrowings under our senior credit facility and proceeds from any sale-leaseback transactions which we may choose to do will provide sufficient cash availability to cover our anticipated working capital needs, capital expenditures and debt service requirements for the next twelve months.
Operating Activities. Net cash provided by operating activities in the first three months of 2017 and 2016 was $12.2 million and $18.0 million, respectively. The decrease in net cash provided by operating activities in the first three months of 2017 was primarily driven by the decrease in Adjusted EBITDA and increase in deferred income taxes, partially offset by the timing of payments.
Investing Activities. Net cash used in investing activities in the first three months of 2017 and 2016 was $11.7 million and $19.2 million, respectively. Capital expenditures are the largest component of our investing activities and include: (1) new restaurant development, which may include the purchase of real estate; (2) restaurant remodeling/reimaging, which includes the renovation or rebuilding of the interior and exterior of our existing restaurants; (3) other restaurant capital expenditures, which include capital maintenance expenditures for the ongoing reinvestment and enhancement of our restaurants; and (4) corporate and restaurant information systems.

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The following table sets forth our capital expenditures for the periods presented (in thousands).
 
Pollo
Tropical
 
Taco
Cabana
 
Other
 
Consolidated
Three Months Ended April 2, 2017:
 
 
 
 
 
 
 
New restaurant development
$
6,719

 
$
1,852

 
$

 
$
8,571

Restaurant remodeling
212

 
5

 

 
217

Other restaurant capital expenditures(1)
896

 
793

 

 
1,689

Corporate and restaurant information systems
836

 
46

 
315

 
1,197

Total capital expenditures
$
8,663

 
$
2,696

 
$
315

 
$
11,674

Number of new restaurant openings
3

 
1

 

 
4

Three Months Ended April 3, 2016:
 
 
 
 
 
 
 
New restaurant development
$
13,150

 
$
936

 
$

 
$
14,086

Restaurant remodeling
243

 

 

 
243

Other restaurant capital expenditures(1)
425

 
485

 

 
910

Corporate and restaurant information systems
281

 
213

 
1,058

 
1,552

Total capital expenditures
$
14,099

 
$
1,634

 
$
1,058

 
$
16,791

Number of new restaurant openings
6

 

 

 
6

(1) Excludes restaurant repair and maintenance expenses included in other restaurant operating expenses in our consolidated financial statements. For the three months ended April 2, 2017 and April 3, 2016, total restaurant repair and maintenance expenses were approximately $4.7 million and $4.6 million, respectively.
In 2017, we expect to open eight to nine new Company-owned Pollo Tropical restaurants in Florida and six to seven new Company-owned Taco Cabana restaurants in Texas. Up to two and five closed Pollo Tropical restaurants in Texas may be converted to Taco Cabana restaurants in 2017 and 2018, respectively. Total capital expenditures in 2017 are expected to be $60.0 million to $70.0 million. Capital expenditures in 2017 are expected to include $22.0 million to $25.0 million for development of new restaurants. Our capital expenditures in 2017 are also expected to include approximately $21.0 million to $25.0 million for the ongoing reinvestment in our Pollo Tropical and Taco Cabana restaurants for capital maintenance expenditures, approximately $3.0 million to $4.0 million for remodeling costs and approximately $14.0 million to $16.0 million of other expenditures.
In the first three months of 2016, investing activities also included $2.7 million for the purchase of a property for a sale-leaseback and a sale-leaseback transaction related to our restaurant properties.
Financing Activities. Net cash provided by financing activities in the first three months of 2017 was $3.0 million and included net revolving credit borrowings under our senior credit facility of $3.0 million. Net cash used in financing activities in the first three months of 2016 primarily included net revolving credit borrowing repayments under our senior credit facility of $0.1 million and the excess tax benefit from vesting of restricted shares of $0.1 million.
Senior Credit Facility. Our senior credit facility provides for aggregate revolving credit borrowings of up to $150 million (including $15 million available for letters of credit) and matures on December 11, 2018. The senior credit facility also provides for potential incremental increases of up to $50 million to the revolving credit borrowings available under the senior credit facility. On April 2, 2017, there were $72.9 million in outstanding revolving credit borrowings under our senior credit facility.
Borrowings under the senior credit facility bear interest at a per annum rate, at our option, equal to either (all terms as defined in the senior credit facility):
1) the Alternate Base Rate plus the applicable margin of 0.50% to 1.50% based on our Adjusted Leverage Ratio
(with a margin of 0.50% as of April 2, 2017), or
2) the LIBOR Rate plus the applicable margin of 1.50% to 2.50% based on our Adjusted Leverage Ratio (with a
margin of 1.50% at April 2, 2017).
In addition, the senior credit facility requires us to pay (i) a commitment fee based on the applicable Commitment Fee margin of 0.25% to 0.45%, based on our Adjusted Leverage Ratio, (with a margin of 0.25% at April 2, 2017) and the unused portion of the facility and (ii) a letter of credit fee based on the applicable LIBOR margin and the dollar amount of outstanding letters of credit.
All obligations under the senior credit facility are guaranteed by all of our material domestic subsidiaries. In general, our obligations under our senior credit facility and our subsidiaries’ obligations under the guarantees are secured by a first priority lien and security interest on substantially all of our assets and the assets of our material subsidiaries (including a pledge of all of

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the capital stock and equity interests of our material subsidiaries), other than certain specified assets, including real property owned by us or our subsidiaries.
The outstanding borrowings under the senior credit facility are prepayable without penalty (other than customary breakage costs). The senior credit facility requires us to comply with customary affirmative, negative and financial covenants, including, without limitation, those limiting our and our subsidiaries’ ability to (i) incur indebtedness, (ii) incur liens, (iii) loan, advance, or make acquisitions and other investments or other commitments to construct, acquire or develop new restaurants (subject to certain exceptions), (iv) pay dividends, (v) redeem and repurchase equity interests, (vi) conduct asset and restaurant sales and other dispositions (subject to certain exceptions), (vii) conduct transactions with affiliates and (viii) change our business. In addition, the senior credit facility will require us to maintain certain financial ratios, including minimum Fixed Charge Coverage and maximum Adjusted Leverage Ratios (all as defined under the senior credit facility).
Our senior credit facility contains customary default provisions, including without limitation, a cross default provision pursuant to which it is an event of default under this facility if there is a default under any of our indebtedness having an outstanding principal amount of $5.0 million or more which results in the acceleration of such indebtedness prior to its stated maturity or is caused by a failure to pay principal when due.
As of April 2, 2017, we were in compliance with the covenants under our senior credit facility. After reserving $5.9 million for letters of credit issued under the senior credit facility, $71.2 million was available for borrowing under the senior credit facility at April 2, 2017.
Off-Balance Sheet Arrangements and Contractual Obligations
We have no off-balance sheet arrangements other than our operating leases, which are primarily for our restaurant properties and not recorded on our consolidated balance sheet.
There have been no significant changes outside the ordinary course of business to our contractual obligations since January 1, 2017. Information regarding our contractual obligations is included under "Contractual Obligations" in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017.

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Inflation
The inflationary factors that have historically affected our results of operations include increases in food and paper costs, labor and other operating expenses and energy costs. Labor costs in our restaurants are impacted by changes in the Federal and state hourly minimum wage rates as well as changes in payroll related taxes, including Federal and state unemployment taxes. We typically attempt to offset the effect of inflation, at least in part, through periodic menu price increases and various cost reduction programs. However, no assurance can be given that we will be able to fully offset such inflationary cost increases in the future.
Application of Critical Accounting Policies
Our unaudited interim condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in the “Significant Accounting Policies” footnote in the notes to our consolidated financial statements for the year ended January 1, 2017 included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017. Critical accounting estimates are those that require application of management's most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. There have been no material changes affecting our critical accounting policies for the three months ended April 2, 2017.
Management's Use of Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure. We use Adjusted EBITDA in addition to net income, income from operations, and income before income taxes to assess our performance, and we believe it is important for investors to be able to evaluate us using the same measures used by management. We believe this measure is an important indicator of our operational strength and the performance of our business. Adjusted EBITDA as calculated by us is not necessarily comparable to similarly titled measures reported by other companies, and should not be considered as an alternative to net income, earnings per share, cash flows from operating activities or other financial information determined under GAAP.
Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. Adjusted EBITDA for each of our segments includes an allocation of general and administrative expenses associated with administrative support for executive management, information systems and certain accounting, legal, supply chain, human resources, development and other administrative functions.
Management believes that Adjusted EBITDA, when viewed with our results of operations calculated in accordance with GAAP and our reconciliation of Adjusted EBITDA to net income (i) provide useful information about our operating performance and period-over-period growth, (ii) provide additional information that is useful for evaluating the operating performance of our business and (iii) permit investors to gain an understanding of the factors and trends affecting our ongoing earnings, from which capital investments are made and debt is serviced. However, such measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity. Also these measures may not be comparable to similarly titled captions of other companies.
All of such non-GAAP financial measures have important limitations as analytical tools. These limitations include the following:
such financial information does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments to purchase capital equipment;
such financial information does not reflect interest expense or the cash requirements necessary to service payments on our debt;
although depreciation and amortization are non-cash charges, the assets that we currently depreciate and amortize will likely have to be replaced in the future, and such financial information does not reflect the cash required to fund such replacements; and
such financial information does not reflect the effect of earnings or charges resulting from matters that our management does not consider to be indicative of our ongoing operations. However, some of these charges and gains (such as impairment and other lease charges, other income and expense and stock-based compensation expense) have recurred and may recur.


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A reconciliation from consolidated net income (loss) to Adjusted EBITDA follows:
 
Three Months Ended
(Dollars in thousands)
April 2, 2017
 
April 3, 2016
 
 
 
 
Net income (loss)
$
(15,060
)
 
$
9,895

 
 
 
 
Add:
 
 
 
Depreciation and amortization
9,186

 
8,336

Impairment and other lease charges
32,414

 
12

Interest expense
584

 
558

Provision for (benefit from) income taxes
(8,642
)
 
5,688

Stock-based compensation expense
646

 
1,011

Other expense (income), net
144

 
(248
)
 
 
 
 
Adjusted EBITDA:
 
 
 
Pollo Tropical
$
13,811

 
$
15,748

Taco Cabana
5,461

 
10,205

Fiesta

 
(701
)
       Consolidated
$
19,272

 
$
25,252


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Forward Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking statements” are any statements that are not based on historical information. Statements other than statements of historical facts included herein, including, without limitation, statements regarding our future financial position and results of operations, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking statements.” Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:
Increases in food and other commodity costs;
Risks associated with the expansion of our business, including increasing real estate and construction costs;
Risks associated with food borne illness or other food safety issues, including negative publicity through traditional
and social media;
Our ability to manage our growth and successfully implement our business strategy;
Labor and employment benefit costs, including the impact of increases in federal and state minimum wages, increases in exempt status salary levels and healthcare costs imposed by the Affordable Care Act;
Cyber security breaches;
General economic conditions, particularly in the retail sector;
Competitive conditions;
Weather conditions;
Significant disruptions in service or supply by any of our suppliers or distributors;
Increases in employee injury and general liability claims;
Changes in consumer perception of dietary health and food safety;
Regulatory factors;
Fuel prices;
The outcome of pending or future legal claims or proceedings;
Environmental conditions and regulations;
Our borrowing costs;
The availability and terms of necessary or desirable financing or refinancing and other related risks and uncertainties;
The risk of an act of terrorism or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity; and
Factors that affect the restaurant industry generally, including product recalls, liability if our products cause injury, ingredient disclosure and labeling laws and regulations.

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ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We purchase certain products which are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions and other factors which are not considered predictable or within our control. Although many of the products purchased are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements have been negotiated in advance to minimize price volatility. Where possible, we use these types of purchasing techniques to control costs as an alternative to using financial instruments to hedge commodity prices. In many cases, we believe we will be able to address commodity cost increases that are significant and appear to be long-term in nature by adjusting our menu pricing. However, long-term increases in commodity prices may result in lower restaurant-level operating margins.
There were no material changes from the information presented in Item 7A included in our Annual Report on Form 10-K for the year ended January 1, 2017 with respect to our market risk sensitive instruments.
ITEM 4—CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures. We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 2, 2017.
Changes in Internal Control over Financial Reporting. No change occurred in our internal control over financial reporting during the first quarter of 2017 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1.    Legal Proceedings
On November 24, 2015, Pollo Tropical received a legal demand letter alleging that assistant managers were misclassified as exempt from overtime wages under the Fair Labor Standards Act. On September 30, 2016, prior to any suit being filed, Pollo Tropical reached a settlement with seven named individuals and a proposed collective action class that will allow current and former assistant managers to receive notice and opt-in to the settlement. Pollo Tropical denies any liability or unlawful conduct. The Company has recorded a charge of $0.8 million to cover the estimated costs related to the settlement, including estimated payments to individuals that opt-in to the settlement, premium payments to named individuals, attorneys’ fees for the individuals' counsel, and related settlement administration costs. The charge does not include legal fees incurred by Pollo Tropical in defending the action. The settlement, which is subject to approval by an arbitrator and a judicial body, will result in dismissal with prejudice for the named individuals and all individuals that opt-in to the settlement. 

We are a party to various other litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of these matters will have a material adverse effect on our business, results of operations or financial condition.

Item 1A.    Risk Factors
Part 1 - Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 describes important factors that could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-Q or presented elsewhere by management from time-to-time. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017.

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3.    Defaults Upon Senior Securities
None
Item 4.    Mine Safety Disclosures
Not applicable
Item 5.    Other Information
None

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Item 6.    Exhibits
(a) The following exhibits are filed as part of this report.
 
 
 
Exhibit
No.
  
 
 
 
 
31.1
  
Chief Executive Officer’s Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.
 
 
31.2
  
Chief Financial Officer’s Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.
 
 
32.1
  
Chief Executive Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.
 
 
32.2
  
Chief Financial Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.
 
 
101.INS
  
XBRL Instance Document
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document




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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
FIESTA RESTAURANT GROUP, INC.
 
 
Date: May 8, 2017
/S/    RICHARD C. STOCKINGER
 
(Signature)
 
Richard C. Stockinger
Chief Executive Officer
 
 
Date: May 8, 2017
/S/    LYNN S. SCHWEINFURTH   
 
(Signature)
 
Lynn S. Schweinfurth
Senior Vice President, Chief Financial Officer and Treasurer
 
 
Date: May 8, 2017
/S/    CHERI L. KINDER
 
(Signature)
 
Cheri L. Kinder
Vice President, Corporate Controller


31