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 notes. Any reference to restaurants refers to Company-owned restaurants unless otherwise indicated. Throughout this MD&A, we refer toFiesta Restaurant Group, Inc. , together with its consolidated subsidiaries, as "Fiesta," "we," "our" and "us." We use a 52-53 week fiscal year ending on the Sunday closest toDecember 31 . The fiscal year endedJanuary 3, 2021 contained 53 weeks. The three months endedApril 4, 2021 andMarch 29, 2020 each contained thirteen weeks. The fiscal year endingJanuary 2, 2022 will contain 52 weeks. Company Overview We own, operate and franchise two restaurant brands, Pollo Tropical® and Taco Cabana®, which have over 30 and 40 years, respectively, of operating history and loyal customer bases. Our Pollo Tropical restaurants feature fire-grilled and crispy citrus marinated chicken and other freshly prepared menu items, while ourTaco Cabana restaurants specialize in Mexican-inspired food with most items made fresh. We believe that both brands offer distinct and unique flavors with broad appeal at a compelling value, which differentiates them in the competitive fast-casual and quick-service restaurant segments. Nearly all of our restaurants offer the convenience of drive-thru windows. As ofApril 4, 2021 , we owned and operated 138 Pollo Tropical restaurants and 143 Taco Cabana restaurants. We franchise our Pollo Tropical restaurants primarily internationally and as ofApril 4, 2021 , we had 23 franchised Pollo Tropical restaurants located inPuerto Rico ,Panama ,Guyana ,Ecuador , and theBahamas , and five on college campuses and one at a hospital inFlorida . We have agreements for the continued development of franchised Pollo Tropical restaurants in certain of our existing franchised markets. As ofApril 4, 2021 , we had six franchisedTaco Cabana restaurants located inNew Mexico . Recent Events Affecting Our Results of Operations COVID-19 Pandemic The novel coronavirus (COVID-19) pandemic has affected and is continuing to affect the restaurant industry and the economy. In response to COVID-19 and in compliance with governmental restrictions, we closed the dining room seating areas in all Pollo Tropical andTaco Cabana restaurants, limiting service to take-out, drive-thru, and delivery operations beginning inmid-March 2020 . We re-opened certain dining rooms and patios with limited capacity and hours during certain times in the second half of 2020. In 2021, we re-opened substantially all remaining Pollo Tropical andTaco Cabana dining rooms with limited hours by the end of February and March, respectively. Hours of operations at both brands have been limited due to labor shortages which are affecting our brands and the restaurant industry. We currently do not expect sales trends to significantly deteriorate further, although there can be no assurance that sales trends will not deteriorate further, and we have implemented measures to control costs. We incurred additional costs related to the COVID-19 pandemic totaling$0.5 million during the three months endedApril 4, 2021 , including additional labor costs such as quarantine pay, as well as COVID-19 testing costs. Executive Summary-Consolidated Operating Performance for the Three Months EndedApril 4, 2021 Our first quarter 2021 results and highlights include the following: •We recognized a net loss of$(2.1) million , or$(0.08) per diluted share, in the first quarter of 2021 compared to a net loss of$(7.3) million , or$(0.29) per diluted share, in the first quarter of 2020, due primarily to a net benefit of$(0.1) million in impairment and other lease charges in the first quarter of 2021 compared to impairment and other lease charges of$4.2 million in the first quarter of 2020 and increased comparable restaurant sales at Pollo Tropical, partially offset by the impact of declines in comparable restaurant sales at Taco Cabana, which were negatively impacted by Winter Storm Uri. In addition, lower cost of sales, labor costs, and advertising expenses, as well as lower costs related to closed restaurants, contributed to the increase in net income (loss) in the first quarter of 2021 compared to the first quarter of 2020. This increase was partially offset by higher delivery fees and the impact of an out-of-period adjustment to increase our tax provision in the first quarter of 2021 compared to a tax benefit in the first quarter of 2020 related to carryback provisions in the Coronavirus Aid, Relief and Economic Security Act (the "Cares Act"). 17 -------------------------------------------------------------------------------- Table of Contents •Total revenues decreased 1.3% in the first quarter of 2021 to$144.7 million compared to$146.7 million in the first quarter of 2020, driven by a decrease in comparable restaurant sales at Taco Cabana (including as a result of the negative impact of Winter Storm Uri) and the impact of closing underperforming restaurants in 2020, partially offset by an increase in comparable restaurant sales at Pollo Tropical. Comparable restaurant sales increased 4.3% for our Pollo Tropical restaurants resulting from an increase in the net impact of product/channel mix and pricing of 13.4% partially offset by a decrease in comparable restaurant transactions of 9.1%. Comparable restaurant sales decreased 4.3% for ourTaco Cabana restaurants resulting from a decrease in comparable restaurant transactions of 15.9% partially offset by an increase in the net impact of product/channel mix and pricing of 11.6%. •Consolidated Adjusted EBITDA increased$5.0 million in the first quarter of 2021 to$12.9 million compared to$7.9 million in the first quarter of 2020, driven primarily by lower cost of sales, labor costs, and advertising expenses, partially offset by lower restaurant sales, including the negative impact of Winter Storm Uri, and higher delivery fee expense. We estimate that Winter Storm Uri negatively impacted Consolidated Adjusted EBITDA by approximately$1.9 million . Consolidated Adjusted EBITDA is a non-GAAP financial measure of performance. For a discussion of our use of Consolidated Adjusted EBITDA and a reconciliation from net income to Consolidated Adjusted EBITDA, see "Management's Use of Non-GAAP Financial Measures."
Results of Operations
The following table summarizes the changes in the number and mix of
Pollo Tropical Taco Cabana Owned Franchised Total Owned Franchised Total January 3, 2021 138 29 167 143 6 149 New - - - - - - Closed - - - - - - April 4, 2021 138 29 167 143 6 149 December 29, 2019 142 32 174 164 8 172 New - 1 1 1 - 1 Closed (1) - (1) (19) - (19) March 29, 2020 141 33 174 146 8 154 18
-------------------------------------------------------------------------------- Table of Contents Three Months EndedApril 4, 2021 Compared to Three Months EndedMarch 29, 2020 The following table sets forth, for the three months endedApril 4, 2021 andMarch 29, 2020 , selected consolidated operating results as a percentage of consolidated restaurant sales and select segment operating results as a percentage of applicable segment restaurant sales. Three Months Ended March 29, March 29, April 4, 2021 2020 April 4, 2021 2020 April 4, 2021 March 29, 2020 Pollo Tropical Taco Cabana Consolidated Restaurant sales: Pollo Tropical 60.9 % 58.7 % Taco Cabana 39.1 % 41.3 % Consolidated restaurant sales 100.0 % 100.0 % Costs and expenses: Cost of sales 31.1 % 32.4 % 28.0 % 30.7 % 29.9 % 31.7 % Restaurant wages and related expenses 23.2 % 24.5 % 31.4 % 32.2 % 26.4 % 27.7 % Restaurant rent expense 6.7 % 6.6 % 10.2 % 9.4 % 8.1 % 7.8 % Other restaurant operating expenses 15.0 % 14.4 % 16.2 % 15.1 % 15.5 % 14.7 % Advertising expense 2.7 % 4.1 % 2.9 % 3.8 % 2.8 % 4.0 % Pre-opening costs - % - % - % 0.1 % - % - % Consolidated Revenues. Revenues include restaurant sales and franchise royalty revenues and fees. Restaurant sales consist of food and beverage sales, net of discounts, at our restaurants. Franchise royalty revenues and fees represent ongoing royalty payments that are determined based on a percentage of franchisee sales and the amortization of initial franchise fees and area development fees associated with the opening of new franchised restaurants. Restaurant sales are influenced by new restaurant openings, closures of restaurants and changes in comparable restaurant sales. Total revenues decreased 1.3% to$144.7 million in the first quarter of 2021 from$146.7 million in the first quarter of 2020. Restaurant sales decreased 1.3% to$144.2 million in the first quarter of 2021 from$146.1 million in the first quarter of 2020. The following table presents the primary drivers of the changes in restaurant sales for both Pollo Tropical andTaco Cabana for the first quarter of 2021 compared to the first quarter of 2020 (in millions). Pollo Tropical: Increase in comparable restaurant sales $ 3.6 Decrease in sales related to closed restaurants, including a temporary closure (1.5) Total increase $ 2.1 Taco Cabana: Decrease in comparable restaurant sales$ (2.5) Decrease in sales related to closed restaurants, net of new restaurants (1.5) Total decrease$ (4.0) Restaurants are included in comparable restaurant sales after they have been open for 18 months. Restaurants are excluded from comparable restaurant sales for any fiscal month in which the restaurant was closed for more than five days. Comparable restaurant sales are compared to the same period in the prior year. As a result of the 53rd week in fiscal 2020, our 2021 fiscal year began one week later than our 2020 fiscal year. Changes in comparable restaurant sales are impacted by the shift in weeks as the thirteen weeks endedApril 4, 2021 are not directly comparable on a calendar basis to the thirteen weeks endedMarch 29, 2020 . Comparable restaurant sales increased 4.3% for Pollo Tropical restaurants and decreased 4.3% forTaco Cabana restaurants in the first quarter of 2021 compared to the first quarter of 2020. Increases or decreases in comparable restaurant sales result primarily from an increase or decrease in comparable restaurant transactions and in average check. Changes in average check 19 -------------------------------------------------------------------------------- Table of Contents are primarily driven by changes in sales channel and sales mix, and to a lesser extent, menu price increases net of discounts and promotions. For Pollo Tropical, an increase in the net impact of product/channel mix and pricing of 13.4% was partially offset by a decrease in comparable restaurant transactions of 9.1% in the first quarter of 2021 compared to the first quarter of 2020. The increase in product/channel mix and pricing was driven primarily by increases in delivery and drive-thru average check and sales channel penetration, and menu price increases of 1.2%. Comparable restaurant sales in the first quarter of 2020 for Pollo Tropical were negatively impacted by governmental restrictions at the onset of the COVID-19 pandemic beginning in the last three weeks of March in 2020. Comparable restaurant sales for Pollo Tropical in the first quarter of 2021 decreased 3.3% compared to the same fiscal period in 2019. ForTaco Cabana , a decrease in comparable restaurant transactions of 15.9% was partially offset by an increase in the net impact of product/channel mix and pricing of 11.6% in the first quarter of 2021 compared to the first quarter of 2020. The increase in product/channel mix and pricing was driven primarily by increases in drive-thru and delivery sales channel penetration and growth in average check for drive-thru compared to last year due in part to an increase in transactions that include alcohol, and menu price increases of 2.1%. Comparable restaurant sales in the first quarter of 2020 forTaco Cabana were negatively impacted by governmental restrictions at the onset of the COVID-19 pandemic beginning in the last three weeks of March in 2020. Comparable restaurant sales in the first quarter of 2021 were negatively impacted by Winter Storm Uri. We estimate that Winter Storm Uri negatively impacted comparable restaurant sales by approximately 4.8% in the first quarter of 2021. Comparable restaurant sales forTaco Cabana in the first quarter of 2021 decreased 17.1% compared to the same fiscal period in 2019. Franchise revenues remained flat at$0.6 million in the first quarter of 2021 compared to the first quarter of 2020. 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 changes in 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, sanitation, supplies and credit card and delivery fees. Advertising expense includes all promotional expenses including television, radio, billboards and other sponsorships and promotional activities and agency fees. 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. 20 -------------------------------------------------------------------------------- Table of Contents The following tables present the primary drivers of the changes in the components of restaurant operating margins for Pollo Tropical andTaco Cabana for the first quarter of 2021 compared to the first quarter of 2020. All percentages are stated as a percentage of applicable segment restaurant sales: Pollo Tropical: Cost of sales: Operating efficiency (0.7) % Lower promotions and discounts (0.6) % Menu price increases (0.3) % Lower commodity costs (0.2) % Lower rebates and discounts 0.4 % Other 0.1 %
Net decrease in cost of sales as a percentage of restaurant sales
(1.3) %
Restaurant wages and related expenses: Lower labor costs due to labor efficiencies and labor shortages (1.3) % Lower medical benefits costs (0.6) % Higher incentive bonus(1) 0.6 %
Net decrease in restaurant wages and related costs as a percentage of restaurant sales
(1.3) %
Other operating expenses: Higher delivery fee expense due to increased delivery channel sales 1.4 % Lower utilities costs (0.5) % Other (0.3) % Net increase in other restaurant operating expenses as a percentage of restaurant sales 0.6 % Advertising expense: Reduced advertising (1.4) % Net decrease in advertising expense as a percentage of restaurant sales
(1.4) %
Pre-opening costs:
Net change in pre-opening costs as a percentage of restaurant sales
- %
(1) Primarily due to improved achievement of bonus metrics.
21 --------------------------------------------------------------------------------
Table of ContentsTaco Cabana : Cost of sales: Operating efficiency (1.2) % Lower commodity costs (1.1) % Lower promotions and discounts (0.7) % Menu price increases (0.6) % Sales mix 0.7 % Lower rebates and discounts 0.4 % Other (0.2) %
Net decrease in cost of sales as a percentage of restaurant sales
(2.7) % Restaurant wages and related expenses: Lower labor costs due to labor efficiencies and labor shortages (3.1) % Lower payroll taxes (0.2) % Higher incentive bonus(1) 1.3 % Higher medical benefits costs 0.8 % Higher labor costs due to special incentive pay(2) 0.5 % Other (0.1) %
Net decrease in restaurant wages and related costs as a percentage of restaurant sales
(0.8) % Other operating expenses: Higher delivery fee expense due to increased delivery channel sales 1.2 % Higher storm costs(3) 0.9 % Lower other repair and maintenance costs (0.7) % Lower restaurant entertainment costs (0.2) % Other (0.1) % Net increase in other restaurant operating expenses as a percentage of restaurant sales 1.1 % Advertising expense: Reduced advertising (0.9) %
Net decrease in advertising expense as a percentage of restaurant sales
(0.9) % Pre-opening costs: Decrease in the number of restaurant openings (0.1) %
Net decrease in pre-opening costs as a percentage of restaurant sales
(0.1) % (1) Primarily due to improved achievement of bonus metrics. (2) Primarily due to special incentive payments to employees related to Winter Storm Uri. (3) Primarily repair costs due to the impact of Winter Storm Uri. Consolidated Restaurant Rent Expense. Restaurant rent expense includes base rent, contingent rent and common area maintenance and property taxes related to our leases characterized as operating leases. Restaurant rent expense, as a percentage of total restaurant sales, increased to 8.1% in the first quarter of 2021 from 7.8% in the first quarter of 2020 due primarily to the impact of lower restaurant sales and higher rental costs related to sale-leasebacks and renewed leases. 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, corporate system costs, and stock-based compensation expense. 22 -------------------------------------------------------------------------------- Table of Contents General and administrative expenses were$14.6 million for the first quarter of 2021 and$14.4 million for the first quarter of 2020, and as a percentage of total revenues, general and administrative expenses increased to 10.1% in the first quarter of 2021 compared to 9.8% in the first quarter of 2020, due primarily to the impact of lower total revenues and higher incentive costs, partially offset by lower management support costs primarily as a result of headcount reductions in the second quarter of 2020. General and administrative expenses for the first quarter of 2021 included$0.6 million related to digital and brand repositioning costs. General and administrative expenses for the first quarter of 2020 included$0.2 million related to digital and brand repositioning costs and$0.1 million related to search fees for senior executive positions. Adjusted EBITDA. Adjusted EBITDA is the primary measure of segment profit or loss used by our chief operating decision maker for purposes of allocating resources to our segments and assessing their performance and is defined as earnings attributable to the applicable segment before interest expense, income taxes, depreciation and amortization, impairment and other lease charges, goodwill impairment, closed restaurant rent expense, net of sublease income, stock-based compensation expense, other expense (income), net and certain significant items that management believes are related to strategic changes and/or are not related to the ongoing operation of our restaurants. 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 finance, legal, supply chain, human resources, development, and other administrative functions. Consolidated Adjusted EBITDA is a non-GAAP financial measure of performance. For a discussion of our use of Adjusted EBITDA and Consolidated Adjusted EBITDA and a reconciliation from net income (loss) to Consolidated Adjusted EBITDA, see the heading entitled "Management's Use of Non-GAAP Financial Measures." Adjusted EBITDA for Pollo Tropical increased to$12.2 million , or 13.8% of total revenues, in the first quarter of 2021 from$8.8 million , or 10.2% of total revenues, in the first quarter of 2020 due primarily to the impact of higher restaurant sales, improved cost of sales margins, lower restaurant wages and related expenses as a percentage of restaurant sales, and lower advertising expenses, partially offset by higher delivery fee expense. Adjusted EBITDA forTaco Cabana increased to$0.7 million , or 1.2% of total revenues, in the first quarter of 2021 from$(0.9) million , or (1.5)% of total revenues, in the first quarter of 2020 due primarily to lower cost of sales and labor costs as a percentage of restaurant sales, lower advertising costs and general and administrative expenses, and the impact of the closure of unprofitable restaurants in the first quarter of 2020, partially offset by lower restaurant sales, including the impact of Winter Storm Uri, and higher delivery fee expense. We estimate that Winter Storm Uri negatively impacted Adjusted EBITDA forTaco Cabana and Consolidated Adjusted EBITDA by approximately$1.9 million . Consolidated Adjusted EBITDA increased to$12.9 million in the first quarter of 2021 from$7.9 million in the first quarter of 2020. Restaurant-level Adjusted EBITDA. We also use Restaurant-level Adjusted EBITDA, a non-GAAP financial measure, as a supplemental measure to evaluate the performance and profitability of our restaurants in the aggregate, which is defined as Adjusted EBITDA excluding franchise royalty revenues and fees, pre-opening costs and general and administrative expenses (including corporate-level general and administrative expenses). Restaurant-level Adjusted EBITDA for Pollo Tropical increased to$18.8 million , or 21.4% of restaurant sales, in the first quarter of 2021 from$15.4 million , or 18.0% of restaurant sales, in the first quarter of 2020 primarily due to the foregoing. Restaurant-level Adjusted EBITDA forTaco Cabana increased to$6.4 million , or 11.3% of restaurant sales, in the first quarter of 2021 from$5.3 million , or 8.8% of restaurant sales, in the first quarter of 2020 primarily as a result of the foregoing and despite the estimated negative impact of Winter Storm Uri to Adjusted EBITDA of approximately$1.9 million . For a reconciliation from Adjusted EBITDA to Restaurant-level Adjusted EBITDA, see the heading entitled "Management's Use of Non-GAAP Financial Measures." Depreciation and Amortization. Depreciation and amortization expense decreased to$8.9 million in the first quarter of 2021 from$9.4 million in the first quarter of 2020 due primarily to decreased depreciation as a result of entering into sale-leaseback transactions for several owned restaurant locations and impairing closed restaurant assets, partially offset by an increase in depreciation related to ongoing reinvestment and enhancements to our restaurants that have been made since the first quarter of 2020. Impairment and Other Lease Charges. Impairment and other lease charges decreased to$(0.1) million in the first quarter of 2021 from$4.2 million in the first quarter of 2020. Impairment and other lease charges for the three months endedApril 4, 2021 for Pollo Tropical include impairment charges of$0.1 million related primarily to equipment from previously impaired and closed restaurants. Impairment and other lease charges for the three months endedApril 4, 2021 forTaco Cabana include gains from lease terminations of$(0.2) million . 23 -------------------------------------------------------------------------------- Table of Contents Impairment and other lease charges for the three months endedMarch 29, 2020 for Pollo Tropical include impairment charges of$3.7 million related primarily to assets for three underperforming Pollo Tropical restaurants, two of which we closed in the third quarter of 2020. Impairment and other lease charges for the three months endedMarch 29, 2020 forTaco Cabana include impairment charges of$0.5 million related primarily to assets for two underperforming restaurants that we continued to operate. 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, exclusive of operating lease payments, to their respective carrying values, excluding operating lease liabilities. 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 group's 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, and for right-of-use lease assets, current market lease rent and discount rates, 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. Due to the uncertainty associated with the unprecedented nature of the COVID-19 pandemic and the impact it will have on our operations and future cash flows, it is reasonably possible that the estimates of future cash flows used in impairment assessments will change in the near term and the effect of the change could be material. Our current estimates assume that changes related to COVID-19 will continue to have an impact through the first half of 2021. For three Pollo Tropical restaurants and threeTaco Cabana restaurants with combined carrying values (excluding right-of-use lease assets) of$1.9 million and$1.2 million , respectively, projected cash flows are not substantially in excess of their carrying values. In addition, one Pollo Tropical restaurant with a carrying value (excluding right-of-use lease assets) of$1.8 million has initial sales volumes lower than expected but does not have significant operating history to form a good basis for future projections. If 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. Closed Restaurant Rent Expense, Net of Sublease Income. Closed restaurant rent expense, net of sublease income was$1.1 million for the first quarter of 2021 and consisted of closed restaurant rent and ancillary lease costs of$1.8 million and$1.0 million net of sublease income of$(1.5) million and$(0.2) million for Pollo Tropical andTaco Cabana , respectively. Closed restaurant rent expense, net of sublease income was$1.6 million for the first quarter of 2020 and consisted of closed restaurant rent and ancillary lease costs of$1.7 million and$1.2 million net of sublease income of$(1.1) million and$(0.1) million for Pollo Tropical andTaco Cabana , respectively. Other Expense (Income), Net. Other expense (income), net for the first quarter of 2021 primarily consisted of total gains of$(0.3) million on the sale-leaseback of two restaurant properties, partially offset by costs for the removal, transfer, and storage of equipment from closed restaurants and other closed restaurant related costs of$0.2 million . Other expense, net was$0.9 million for the first quarter of 2020 and primarily consisted of costs for the removal, transfer, and storage of equipment from closed restaurants and other closed restaurant related costs. Interest Expense. Interest expense increased to$2.0 million in the first quarter of 2021 compared to$1.0 million in the first quarter of 2020 due primarily to higher interest rates under the term loan in our new senior credit facility compared to our former senior credit facility in 2020. Provision for (Benefit from) Income Taxes. The effective tax rate was (176.3)% and 29.1% for the first quarter of 2021 and 2020, respectively. The provision for income taxes for the first quarter of 2021 was derived using an estimated annual effective tax rate of 50.93%, which includes changes in the valuation allowance as a result of originating temporary differences during the year and excludes the discrete impact of a tax deficiency from the vesting of restricted shares of$0.3 million and a$1.5 million out-of-period adjustment that increased our income tax provision. See Note 1 to our unaudited condensed consolidated financial statements for additional information on the out-of-period adjustment. The benefit from income taxes for the first quarter of 2020 was derived using the actual effective tax rate for the year to date period, which included a benefit of$1.8 million related to the carryback of net operating losses as a result of the CARES Act and a tax deficiency of$0.3 million from the vesting of restricted shares. The CARES Act includes provisions that allow net operating losses arising in 2018, 2019, and 2020 to be carried back for up to five years and includes technical amendments that are retroactive to 2018 which permit certain assets to be classified as qualified improvement property and expensed immediately. 24 -------------------------------------------------------------------------------- Table of Contents Net Loss. As a result of the foregoing, we had a net loss of$2.1 million in the first quarter of 2021 compared to a net loss of$7.3 million in the first quarter of 2020. 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. Although, as a result of our substantial cash balance, we did not have a working capital deficit atApril 4, 2021 , we have the ability to operate with a substantial working capital deficit (and we have historically operated with a 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 supplies and payroll become due. Capital expenditures and payments related to our lease obligations represent significant liquidity requirements for us. We believe our cash reserves, cash generated from our operations and availability of borrowings under our senior credit facility 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 2021 and 2020 was$9.5 million and$4.5 million , respectively. The increase in net cash provided by operating activities in the three months endedApril 4, 2021 was primarily driven by an increase in Adjusted EBITDA and the receipt of income tax refunds, partially offset by the timing of payments. Investing Activities. For the three months endedApril 4, 2021 , we had offsetting sources and uses of cash in investing activities. Net cash used in investing activities in the first three months of 2020 was$6.1 million . 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. The following table sets forth our capital expenditures for the periods presented (dollars in thousands). Pollo Taco Tropical Cabana Other Consolidated Three Months EndedApril 4, 2021 : New restaurant development $ - $ - $ - $ - Restaurant remodeling 162 500 - 662 Other restaurant capital expenditures(1) 514 1,458 - 1,972 Corporate and restaurant information systems 33 73 356 462 Total capital expenditures$ 709 $ 2,031 $ 356 $ 3,096 Number of new restaurant openings - - - Three Months EndedMarch 29, 2020 : New restaurant development$ 825 $ 765 $ -$ 1,590 Restaurant remodeling 356 669 - 1,025
Other restaurant capital expenditures(1) 1,632 904
- 2,536
Corporate and restaurant information systems 468 262 202
932 Total capital expenditures$ 3,281 $ 2,600 $ 202 $ 6,083 Number of new restaurant openings - 1 1 (1) Excludes restaurant repair and maintenance expenses included in other restaurant operating expenses in our unaudited condensed consolidated financial statements. For the three months endedApril 4, 2021 andMarch 29, 2020 , total restaurant repair and maintenance expenses were approximately$4.2 million and$4.9 million , respectively. For the three months endedApril 4, 2021 , costs associated with repairs from Winter Storm Uri were approximately$0.5 million . Cash used in investing activities in the first three months of 2021 included net proceeds of$3.1 million from the sale-leaseback of two restaurant properties. 25 -------------------------------------------------------------------------------- Table of Contents Total capital expenditures in 2021 are expected to be between$33.0 million and$38.0 million including$12.0 million to$15.0 million for digital platforms and technology enhancements. Financing Activities. Net cash used in financing activities in the first three months of 2021 was$0.3 million and included term loan borrowing repayments under our new senior credit facility of$0.2 million and$0.1 million in principal payments on finance leases. Net cash used in financing activities in the first three months of 2020 included net revolving credit borrowing repayments under our former senior credit facility of$4.0 million combined with$3.7 million in payments to repurchase our common stock. New Senior Credit Facility. OnNovember 23, 2020 , we terminated our former amended senior secured revolving credit facility, referred to as the "former senior credit facility," and entered into a new senior secured credit facility, which is referred to as the "new senior credit facility." The new senior credit facility is comprised of a term loan facility (the "term loan facility") of$75.0 million and a revolving credit facility (the "revolving credit facility") of up to$10.0 million and matures onNovember 23, 2025 . The new senior credit facility also provides for potential incremental term loan borrowing increases of up to$37.5 million in the aggregate, subject to, among other items, compliance with a minimum Total Leverage Ratio and other terms specified in the new senior credit facility. OnApril 4, 2021 , there were$74.8 million in outstanding borrowings, subject to an original issue discount, under the term loan facility and no outstanding borrowings under the revolving credit facility. Under the new senior credit facility, we must repay the unpaid principal amount of the term loan facility quarterly which commenced onMarch 31, 2021 , in an amount equal to 0.25% of the aggregate principal amount of the term loan facility on the effective date of the new senior credit facility, resulting in annual mandatory repayments of$0.8 million . The new senior credit facility provides that we must maintain minimum Liquidity (as defined in the new senior credit facility) of$20.0 million (the "Liquidity Threshold") untilJanuary 3, 2022 . The new senior credit facility also provides that we are not required to be in compliance with the Total Leverage Ratio under the new senior credit facility until the earlier ofJanuary 3, 2022 , or the date on which Liquidity is less than the Liquidity Threshold. We will be permitted to exercise equity cure rights with respect to compliance with the Total LeverageRatio subject to certain restrictions as set forth in the new senior credit facility. Borrowings under the new senior credit facility bear interest at a rate per annum, at our option, equal to either (all terms as defined in the new senior credit facility): 1) the Base Rate plus the Applicable Margin of 6.75% with a minimum Base Rate of 2.00%, or 2) the LIBOR (or Benchmark Replacement) Rate plus the Applicable Margin of 7.75%, with a minimum LIBOR (or Benchmark Replacement) Rate of 1.00%. In addition, the new senior credit facility requires us to pay a commitment fee of 0.50% per annum on the daily amount of the unused portion of the revolving credit facility. The outstanding borrowings under the revolving credit facility are prepayable without penalty or premium (other than customary breakage costs). The outstanding borrowings under the term loan facility are voluntarily prepayable by us, and the term loan facility provides that each of the following shall require a mandatory prepayment of outstanding term loan borrowings by us as follows: (i) 100% of any cash Net Proceeds (as defined in the new senior credit facility) in excess of$2.0 million individually or in the aggregate over the term of the new senior credit facility in respect of any Casualty Event (as defined in the new senior credit facility) affecting collateral provided that we are permitted to reinvest such Net Proceeds in accordance with the new senior credit facility, (ii) 100% of any Net Proceeds of a Specified Equity Contribution (as defined in the new senior credit facility), (iii) 100% of any cash Net Proceeds from the issuance of debt issued by us or our subsidiaries other than Permitted Debt (as defined in the new senior credit facility), (iv) 100% of any Net Proceeds from the Disposition (as defined in the new senior credit facility) of certain assets individually, or in the aggregate, in excess of$2.0 million in any fiscal year provided that we are permitted to reinvest such Net Proceeds in accordance with the new senior credit facility and (v) beginning with the fiscal year endingJanuary 2, 2022 , an amount equal to the Excess Cash Flow (as defined in the new senior credit facility) in accordance with the new senior credit facility. Our new 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 in excess of$5.0 million which results in the acceleration of such indebtedness prior to its stated maturity or is caused by a failure to pay principal when due. The new senior credit facility contains certain covenants, including, without limitation, those limiting our ability to, among other things, incur indebtedness, incur liens, sell or acquire assets or businesses, change the character of our business in any 26 -------------------------------------------------------------------------------- Table of Contents material respects, engage in transactions with related parties, make certain investments, make certain restricted payments or pay dividends. Our obligations under the new senior credit facility are secured by all of our and our subsidiaries' assets (including a pledge of all of the capital stock and equity interests of our subsidiaries). Under the new senior credit facility, the lenders may terminate their obligation to advance and may declare the unpaid balance of borrowings, or any part thereof, immediately due and payable upon the occurrence and during the continuance of customary defaults which include, without limitation, payment default, covenant defaults, bankruptcy type defaults, defaults on other indebtedness, certain judgments or upon the occurrence of a change of control (as specified in the new senior credit facility). As ofApril 4, 2021 , we were in compliance with the financial covenants under our new senior credit facility. AtApril 4, 2021 ,$10.0 million was available for borrowing under the revolving credit facility. Former Senior Credit Facility. OnJuly 10, 2020 , we entered into the Second Amendment to Credit Agreement (as previously defined as the "former senior credit facility") among Fiesta and a syndicate of lenders. Pursuant to the former senior credit facility, the available revolving credit borrowings under the former senior credit facility were reduced from$150.0 million to$95.0 million in a phased reduction beginning with a$30.0 million permanent reduction that occurred onJuly 10, 2020 . The former senior secured credit facility was terminated onNovember 23, 2020 . Off-Balance Sheet Arrangements and Contractual Obligations We have no off-balance sheet arrangements. There have been no significant changes outside the ordinary course of business to our contractual obligations sinceJanuary 3, 2021 . 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 endedJanuary 3, 2021 . 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 inthe 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 "Basis of Presentation" footnote in the notes to our consolidated financial statements for the year endedJanuary 3, 2021 included in our Annual Report on Form 10-K for the fiscal year endedJanuary 3, 2021 . 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 endedApril 4, 2021 . 27 -------------------------------------------------------------------------------- Table of Contents Management's Use of Non-GAAP Financial Measures Consolidated Adjusted EBITDA is a non-GAAP financial measure. We use Consolidated Adjusted EBITDA in addition to net income and income from operations 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 and it provides a view of operations absent non-cash activity and items that are not related to the ongoing operation of our restaurants or affect comparability period over period. Consolidated 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 (loss), earnings (loss) per share, cash flows from operating activities or other financial information determined under GAAP. The primary measure of segment profit or loss used by the chief operating decision maker to assess performance and allocate resources is Adjusted EBITDA, which is defined as earnings attributable to the applicable operating segments before interest expense, income taxes, depreciation and amortization, impairment and other lease charges, goodwill impairment, closed restaurant rent expense, net of sublease income, stock-based compensation expense, other expense (income), net, and certain significant items for each segment that management believes are related to strategic changes and/or are not related to the ongoing operation of our restaurants as set forth in the reconciliation table below. 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 finance, legal, supply chain, human resources, construction and other administrative functions. See Note 6 to our unaudited condensed consolidated financial statements. We also use Restaurant-level Adjusted EBITDA as a supplemental measure to evaluate the performance and profitability of our restaurants in the aggregate, which is defined as Adjusted EBITDA for the applicable segment excluding franchise royalty revenues and fees, pre-opening costs, and general and administrative expenses (including corporate-level general and administrative expenses). Restaurant-level Adjusted EBITDA margin is derived by dividing Restaurant-level Adjusted EBITDA by restaurant sales. Restaurant-level Adjusted EBITDA is also a non-GAAP financial measure. Management believes that Consolidated Adjusted EBITDA and Restaurant-level Adjusted EBITDA, when viewed with our results of operations calculated in accordance with GAAP and our reconciliation of net income (loss) to Consolidated Adjusted EBITDA and Restaurant-level Adjusted EBITDA (i) provide useful information about our operating performance and period-over-period changes, (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 such 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, closed restaurant rent expense, net of sublease income, other income and expense and stock-based compensation expense) have recurred and may recur. 28
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