Stockholders' Equity

3 Months Ended

Apr. 03, 2022

Purchase of Treasury Stock

In 2018, the Company's board of directors approved a share repurchase program for up to 1,500,000 shares of the Company's common stock. In 2019, the Company's board of directors approved increases to the share repurchase program of an additional 1,500,000 shares of the Company's common stock for an aggregate approval of 3,000,000 shares of the Company's common stock. Under the share repurchase program, shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The share repurchase program has no time limit and may be modified, suspended, superseded or terminated at any time by the Company's board of directors. The Company repurchased 14,746 shares of common stock valued at approximately $0.2 million during the three months ended April 3, 2022. The repurchased shares are held as treasury stock at cost.

Stock-Based Compensation

On April 28, 2021, the stockholders of the Company approved the Fiesta Restaurant Group, Inc. 2021 Stock Incentive Plan (the "2021 Plan"). Following a grant of a total 37,874 shares to non-employee directors under the Company's 2012 Stock Incentive Plan (the "2012 Plan") on April 28, 2021, no additional shares will be granted under the 2012 Plan.

During the three months ended April 3, 2022, the Company granted certain employees a total of 227,781 non-vested restricted shares under the 2021 Plan that vest and become non-forfeitable over a four-year vesting period. Additionally, during the three months ended April 3, 2022, the Company granted certain employees a total of 185,000 non-vested restricted shares under the 2021 Plan that vest and become non-forfeitable over a one-year vesting period. The weighted average fair value at grant date for non-vested shares issued during the three months ended April 3, 2022 and April 4, 2021 was $9.23 per share and $17.43 per share, respectively.

During the three months ended April 3, 2022, the Company also granted certain employees a total of 107,539 restricted stock units under the 2021 Plan subject to 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 these restricted stock units convert is based on the attainment of certain financial performance conditions and ranges from no shares, if the minimum performance condition is not met, to 215,078 shares if the maximum performance condition is met. The weighted average fair value at grant date for the restricted stock units granted during the three months ended April 3, 2022 and April 4, 2021 was $9.02 per share and $17.43 per share, respectively.

Stock-based compensation expense from continuing operations for the three months ended April 3, 2022 and April 4, 2021 was $0.6 million and $1.0 million, respectively. Stock-based compensation expense from discontinued operations for the three months ended April 3, 2022 and April 4, 2021 was $(0.1) million and $0.2 million, respectively. At April 3, 2022, the total unrecognized stock-based compensation expense related to non-vested restricted shares and restricted stock units was approximately $8.1 million. At April 3, 2022, the remaining weighted average vesting period for non-vested restricted shares was 1.8 years and restricted stock units was 2.6 years.

A summary of all non-vested restricted shares and restricted stock units activity for the three months ended April 3, 2022 is as follows:


	Non-Vested Shares			Restricted Stock Units
	Shares	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Outstanding at January 2, 2022	769,018	$	11.19	64,175	$	17.45
Granted	412,781	9.23		107,539	9.02
Vested and released	(66,372)	14.18		—	—
Forfeited	(68,619)	11.08		(5,021)	17.43
Outstanding at April 3, 2022	1,046,808	$	10.24	166,693	$	12.01

The fair value of non-vested restricted shares and restricted stock units granted during the three months ended April 3, 2022 is based on the closing stock price on the date of grant.