Attached files
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8-K - FORM 8-K - Fiesta Restaurant Group, Inc. | d349118d8k.htm |
EX-99.2 - TEXT OF CARROLS RESTAURANT GROUP, INC. PRESS RELEASE - Fiesta Restaurant Group, Inc. | d349118dex992.htm |
EX-10.2 - FIESTA RESTAURANT GROUP, INC. 2012 STOCK INCENTIVE PLAN - Fiesta Restaurant Group, Inc. | d349118dex102.htm |
EX-10.1 - REGISTRATION RIGHTS AGREEMENT - Fiesta Restaurant Group, Inc. | d349118dex101.htm |
Exhibit 99.1
Fiesta Restaurant Group, Inc.
Consolidated Statements of Operations
(in thousands except per share amounts)
(unaudited) Three Months Ended March 31, (a) |
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2012 | 2011 | |||||||
Revenues: |
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Restaurant sales |
$ | 125,566 | $ | 115,251 | ||||
Franchise royalty revenues and fees |
576 | 365 | ||||||
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Total revenues |
126,142 | 115,616 | ||||||
Costs and expenses: |
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Cost of sales |
40,784 | 36,344 | ||||||
Restaurant wages and related expenses (b) |
33,825 | 31,633 | ||||||
Restaurant rent expense |
3,967 | 4,060 | ||||||
Other restaurant operating expenses |
15,829 | 14,743 | ||||||
Advertising expense |
4,295 | 4,119 | ||||||
General and administrative expenses (b) (c) |
11,080 | 8,921 | ||||||
Depreciation and amortization |
4,840 | 4,797 | ||||||
Impairment and other lease charges |
6,900 | 264 | ||||||
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Total costs and expenses |
121,520 | 104,881 | ||||||
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Income from operations |
4,622 | 10,735 | ||||||
Interest expense |
7,969 | 4,845 | ||||||
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Income (loss) before income taxes |
(3,347 | ) | 5,890 | |||||
Provision (benefit) for income taxes |
(1,482 | ) | 2,276 | |||||
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Net income (loss) |
$ | (1,865 | ) | $ | 3,614 | |||
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Basic and diluted net income (loss) per share |
$ | (0.08 | ) | $ | 0.16 | |||
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Basic and diluted weighted average common shares outstanding |
23,162 | 23,162 |
(a) | The Company uses a 52 or 53 week fiscal year that ends on the Sunday closest to December 31. For convenience, all references to the three months ended April 1, 2012 and April 3, 2011 are referred to as the three months ended March 31, 2012 and March 31, 2011, respectively, both of which included 13 weeks. |
(b) | Restaurant wages and related expenses include stock-based compensation expense of $4 and $5 for the three months ended March 31, 2012 and 2011, respectively. General and administrative expenses include stock-based compensation expense of $1,046 and $411 for the three months ended March 31, 2012 and 2011, respectively. |
(c) | General and administrative expenses include expenses related directly to Fiesta Restaurant Group and corporate expenses allocated from Carrols Corporation (our parent company until May 7, 2012). Such allocated expenses are for administrative support including executive management, information systems and certain accounting, legal and other administrative functions. General and administrative expenses for the three months ended March 31, 2012 included $630 of allocated expenses related to our spin-off from Carrols Restaurant Group, Inc. Also included were $1,071 of expenses related to the conversion of employee stock options to unrestricted and restricted common stock in connection with the spin-off and for the accelerated vesting of restricted common stock for the former Chairman of the Board. |
Fiesta Restaurant Group, Inc.
Supplemental Information
The following table sets forth certain unaudited supplemental financial and other data for the periods indicated (in thousands, except number of restaurants):
(unaudited) Three Months Ended March 31, |
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2012 | 2011 | |||||||
Segment Revenues: |
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Pollo Tropical |
$ | 57,834 | $ | 52,235 | ||||
Taco Cabana |
68,308 | 63,381 | ||||||
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Total revenues |
$ | 126,142 | $ | 115,616 | ||||
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Change in Comparable Restaurant Sales: (a) |
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Pollo Tropical |
9.4 | % | 13.5 | % | ||||
Taco Cabana |
6.1 | % | 2.0 | % | ||||
Adjusted Segment EBITDA: (b) |
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Pollo Tropical |
$ | 11,214 | $ | 9,870 | ||||
Taco Cabana |
6,198 | 6,342 | ||||||
Average Sales per Restaurant: (c) |
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Pollo Tropical |
632 | 577 | ||||||
Taco Cabana |
434 | 408 | ||||||
Number of Company Owned Restaurants: |
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Pollo Tropical |
86 | 90 | ||||||
Taco Cabana |
157 | 156 | ||||||
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Total company owned restaurants |
243 | 246 | ||||||
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Restaurant openings: |
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Pollo Tropical |
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Taco Cabana |
| 1 | ||||||
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Total new restaurant openings |
| 1 | ||||||
Restaurant closings: |
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Pollo Tropical |
(5 | ) | (1 | ) | ||||
Taco Cabana |
(1 | ) | | |||||
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Net change in restaurants |
(6 | ) | | |||||
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(a) | Restaurants are included in comparable restaurant sales after they have been open for 18 months. |
(b) | Adjusted Segment EBITDA is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense, and other income and expense. Adjusted Segment EBITDA is used because it is the measure of segment profit or loss reported to our chief operating decision maker for purposes of allocating resources to the segments and assessing each segments performance. This may not be necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. |
(c) | Average sales for company-owned or operated restaurants are derived by dividing restaurant sales for such period for the applicable segment by the average number of restaurants for the applicable segment for such period. |
Fiesta Restaurant Group, Inc.
Unaudited Consolidated Pro Forma Statement of Operations
Three Months Ended March 31, 2012
(in thousands except per share amounts)
Historical | Pro Forma Adjustments (a) |
Pro Forma |
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Revenues: |
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Restaurant sales |
$ | 125,566 | $ | | $ | 125,566 | ||||||
Franchise royalty revenues and fees |
576 | 576 | ||||||||||
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Total revenues |
126,142 | | 126,142 | |||||||||
Costs and expenses: |
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Cost of sales |
40,784 | 40,784 | ||||||||||
Restaurant wages and related expenses |
33,825 | 33,825 | ||||||||||
Restaurant rent expense |
3,967 | 1,932 | (b) | 5,899 | ||||||||
Other restaurant operating expenses |
15,829 | 15,829 | ||||||||||
Advertising expense |
4,295 | 4,295 | ||||||||||
General and administrative expenses |
11,080 | 11,080 | ||||||||||
Depreciation and amortization |
4,840 | (518 | ) (b) | 4,322 | ||||||||
Impairment and other lease charges |
6,900 | 6,900 | ||||||||||
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Total costs and expenses |
121,520 | 1,414 | 122,934 | |||||||||
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Income from operations |
4,622 | (1,414 | ) | 3,208 | ||||||||
Interest expense |
7,969 | (2,587 | ) (b) | 5,382 | ||||||||
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Income (loss) before income taxes |
(3,347 | ) | 1,173 | (2,174 | ) | |||||||
Provision (benefit) for income taxes |
(1,482 | ) | 469 | (b) | (1,013 | ) | ||||||
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Net income (loss) |
$ | (1,865 | ) | $ | 704 | $ | (1,161 | ) | ||||
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Basic and diluted net income (loss) per share |
$ | (0.08 | ) | $ | 0.03 | $ | (0.05 | ) | ||||
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Basic and diluted weighted average common shares outstanding |
23,162 | 23,162 | 23,162 |
(a) | The unaudited consolidated pro forma statement of operations for the three months ended March 31, 2012 gives effect to the qualification for sale-leaseback accounting of certain real property leases (and the treatment of such leases as operating leases) due to the cure or elimination of certain provisions that previously precluded sale-leaseback accounting in the separate financial statements of Fiesta Restaurant Group causing these transactions to be accounted for under the financing method. This was primarily due to guarantees from Carrols Corporation, our parent company prior to the spin-off completed on May 7, 2012, which were considered guarantees from a related party. Such leases qualified for sale-leaseback accounting upon the spin-off from Carrols Restaurant Group. The pro forma data as presented, gives effect to this accounting treatment as if such events occurred as of January 1, 2012. |
(b) | The increase in rent expense, which is net of the amortization of deferred gains from the recognition of proceeds from these transactions as sales, the decrease in depreciation expense and the decrease in interest expense reflect the qualification for sale-leaseback treatement of the leases described in (a) as operating leases, net of tax at 40%. |