United States securities and exchange commission logo
September 8, 2022
Richard Stockinger
Chief Executive Officer
Fiesta Restaurant Group, Inc.
14800 Landmark Boulevard, Suite 500
Dallas, Texas 75254
Re: Fiesta Restaurant
Group, Inc.
Form 10-K for the
Fiscal Year Ended January 2, 2022
Filed March 10,
2022
Form 8-K Filed
August 11, 2022
File No. 001-35373
Dear Mr. Stockinger:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 2, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's Use of Non-GAAP Financial Measures, page 47
1. Please reconcile
Restaurant-level Adjusted EBITDA to income (loss) from operations, the
most directly
comparable financial measure calculated in accordance with GAAP. Refer
to Item 10(e)(1)(i)(B)
of Regulation S-K.
2. Please tell us your
consideration of including net income (loss) as percentage of total
revenues where you
disclose Adjusted EBITDA as a percentage of total revenues and
income (loss) from
operations as a percentage of restaurant sales where you disclose
Restaurant-level
Adjusted EBITDA as percentage of restaurant sales which are the most
directly comparable
financial measures calculated and presented in accordance with
GAAP. Refer to Item
10(e)(1)(i)(A) of Regulation S-K.
Richard Stockinger
Fiesta Restaurant Group, Inc.
September 8, 2022
Page 2
3. Reference is made to the removal of closed restaurant rent expense,
net of sublease
income, and digital and brand repositions costs in your calculation of
Consolidated
Adjusted EBITDA. Please tell us if you consider these expenses normal,
recurring, cash
operating expenses necessary to operate your business. If so, tell us
why the measure is
not misleading. Refer to Question 100.01 of the Staff's Compliance and
Disclosure
Interpretations on Non-GAAP Financial Measures.
Form 8-K Filed August 11, 2022
Exhibit 99.1, page 1
4. Reference is made to your discussion of Restaurant-level Adjusted
EBITDA margin
and Consolidated Adjusted EBITDA on pages 1 and 4. Please present and
discuss the
most directly comparable GAAP measures with equal or greater
prominence. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
Staff's Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
5. Your adjustments (a) and (b) on pages 17 and 18 related to tax law
change and to reverse
the tax valuation allowance appear to result in an individually
tailored income tax
recognition method. Please revise your presentation to omit these
adjustments or tell us
why you believe they are appropriate. Refer to Questions 100.04 and
102.11 of the Staff's
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202)
551-3336 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameRichard Stockinger Sincerely,
Comapany NameFiesta Restaurant Group, Inc.
Division of
Corporation Finance
September 8, 2022 Page 2 Office of Trade &
Services
FirstName LastName