ITEM 8.01. OTHER EVENTS.
As previously disclosed, on July 1, 2021, Fiesta Restaurant Group, Inc.
("Fiesta," "we," "us," "our" or the "Company") entered into a definitive stock
purchase agreement for the sale of the Taco Cabana® restaurant brand ("Taco
Cabana") to YTC Enterprises, LLC, and affiliate of Yadav Enterprises, Inc. for a
cash purchase price of $85 million, subject to reduction for (i) closing
adjustments of approximately $4.6 million related to maintenance and repair work
at the Taco Cabana restaurants and landscaping restoration as a result of Winter
Storm Uri, and (ii) certain other working capital adjustments as set forth in
the stock purchase agreement, as amended. The sale was subsequently completed on
August 16, 2021.
Fiesta is filing this Current Report on Form 8-K (this "Form 8-K") to recast
certain historical financial information and related disclosures contained in
the Company's Annual Report on Form 10-K for the fiscal year ended January 3,
2021 (the "2020 Form 10-K"), which was filed with the Securities and Exchange
Commission (the "SEC") on March 5, 2021. Beginning in the Company's Quarterly
Report on Form 10-Q for the quarter ended July 4, 2021, which was filed with the
SEC on August 13, 2021, the Company has presented the Taco Cabana business
segment as discontinued operations and held for sale in the Company's unaudited
interim consolidated financial statements for all periods presented as a result
of meeting the criteria for discontinued operations and held for sale during the
quarter ended July 4, 2021. Accordingly, the Company is filing this Form 8-K to
recast the relevant financial information in the 2020 Form 10-K to present the
financial results of Taco Cabana as a discontinued operation as of and for each
of the periods covered in the 2020 Form 10-K. The information in this Form 8-K,
including the information filed herewith, is not an amendment to, or restatement
of, the 2020 Form 10-K.
The information included in Exhibit 99.1 to this Form 8-K (" Exhibit
99.1 ") is presented in connection with the reporting changes described above
and does not otherwise amend or restate the Company's audited consolidated
financial statements that were included in the 2020 Form 10-K. Unaffected items
and unaffected portions of the 2020 Form 10-K have not been repeated in, and are
not amended or modified by Exhibit 99.1 . Other than as required to reflect
the presentation of Taco Cabana as discontinued operations, Exhibit 99.1
describes conditions as of the date of the 2020 Form 10-K filing and does not
reflect events occurring after we filed the 2020 Form 10-K. Therefore, Exhibit
99.1 should be read in conjunction with the Company's other filings made with
the SEC, including the 2020 Form 10-K and filings made subsequent to the date of
the 2020 Form 10-K.
Exhibit 99.1 presents a recast of the following historical financial
information and related disclosures in the 2020 Form 10-K:
Part II:
• Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part IV:
• Item 15. Exhibits and Financial Statement Schedules
Matters discussed in this Current Report on Form 8-K, including Exhibit 99.1
filed herewith, and in our public disclosures, whether written or oral, relating
to future events or our future performance, including any discussion, express or
implied, regarding our use of proceeds from the sale of Taco Cabana, anticipated
Pollo Tropical growth, plans, objectives and the impact of our initiatives, our
investments in strategic initiatives for Pollo Tropical, such as improved
customer experience initiatives, investments in our digital and related
platforms and new unit expansion and the impact of the COVID-19 pandemic and our
initiatives designed to respond to the COVID-19 pandemic on future sales,
margins, earnings and liquidity contain 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. These statements are
often identified by the words "believe," "positioned," "estimate," "project,"
"plan," "goal," "target," "assumption," "continue," "intend," "expect,"
"future," "anticipate," and other similar expressions, whether in the negative
or the affirmative, that are not statements of historical fact. These
forward-looking statements are not guarantees of future performance and involve
certain risks, uncertainties, and assumptions that are difficult to predict, and
you should not place undue reliance on our forward-looking statements. Our
actual results and the timing of certain events could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those set forth under "Risk Factors" in
our other public filings with the SEC. All forward-looking statements and the
internal projections and beliefs upon which we base our expectations included in
this report or other periodic reports represent our estimates as of the date
made and should not be relied upon as representing our estimates as of any
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subsequent date. While we may elect to update forward-looking statements at some
point in the future, we expressly disclaim any obligation to update any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
23.1 Consent of Independent Register ed Public Accounting
Firm, Deloitte & Touche LLP
99.1 Retrospective revisions to the following portions of Fiesta
Restaurant Group, Inc.'s Annual Report on Form 10-K for the year ended January
3, 2021, as originally filed with the SEC on March 5, 2021: Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Item 15. Exhibits and Financial Statement Schedules
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