UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September ~~12, 2017~~11, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36197

DEL TACO RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)



Delaware		46-3340980
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

25521 Commercentre Drive Lake Forest, California		92630
(Address of principal executive offices)		(Zip Code)

(949) 462-9300
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨		Accelerated filer	x

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

			Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of October ~~19, 2017,~~17, 2018, there were ~~38,677,234~~37,764,159 shares of the registrant’s common stock issued and outstanding.

Table of Contents

Del Taco Restaurants, Inc.

Index



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of September ~~12, 2017~~11, 2018 (Unaudited) and January ~~3, 2017~~2, 2018	1
Unaudited Consolidated Statements of Comprehensive Income for the Twelve and Thirty-Six Weeks Ended September ~~12, 2017~~11, 2018 and the Twelve and Thirty-Six Weeks Ended September ~~6, 2016~~12, 2017	2
Unaudited Consolidated Statements of Cash Flows for the Thirty-Six Weeks Ended September ~~12, 2017~~11, 2018 and the Thirty-Six Weeks Ended September ~~6, 2016~~12, 2017	3
Notes to Consolidated Financial Statements (Unaudited)	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1520
Item 3. Quantitative and Qualitative Disclosures about Market Risk	3238
Item 4. Control and Procedures	3440

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	3541
Item 1A. Risk Factors	3541
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3541
Item 6. Exhibits	3642

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

										Del Taco Restaurants, Inc.	Consolidated Balance Sheets	(In thousands, except share and per share data)
	September 12, 2017			January 3, 2017		September 11, 2018		January 2, 2018
Assets	(Unaudited)					(Unaudited)
Current assets:
Cash and cash equivalents	$	7,022		$	8,795	$	6,628	$	6,559
Accounts and other receivables, net	3,353			4,141		3,565		3,828
Inventories	2,642			2,718		2,596		2,712
Prepaid expenses and other current assets	4,273			4,204		4,793		6,784
Total current assets	17,290			19,858		17,582		19,883
Property and equipment, net	146,308			138,320		172,094		156,124
Goodwill	319,778			320,025		321,531		320,638
Trademarks	220,300			220,300		220,300		220,300
Intangible assets, net	22,523			24,782		19,450		21,498
Other assets, net	3,622			3,872		4,562		3,881
Total assets	$	729,821		$	727,157	$	755,519	$	742,324
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	20,060		$	16,427	$	20,172	$	18,759
Other accrued liabilities	39,065			36,653		40,706		35,257
Current portion of capital lease obligations and deemed landlord financing liabilities	1,497			1,588		1,109		1,415
Total current liabilities	60,622			54,668		61,987		55,431
Long-term debt, capital lease obligations and deemed landlord financing liabilities, excluding current portion, net	161,968			173,743		169,174		170,639
Deferred income taxes	93,700			91,273		69,137		68,574
Other non-current liabilities	31,058			30,140		31,945		31,431
Total liabilities	347,348			349,824		332,243		326,075
Commitments and contingencies (Note 14)
Shareholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	—			—		—		—
Common stock, $0.0001 par value; 400,000,000 shares authorized; 38,677,234 shares issued and outstanding at September 12, 2017; 39,153,503 shares issued and outstanding at January 3, 2017	4			4
Common stock, $0.0001 par value; 400,000,000 shares authorized; 38,066,801 shares issued and outstanding at September 11, 2018; 38,434,274 shares issued and outstanding at January 2, 2018						4		4
Additional paid-in capital	350,873			360,131		343,412		349,334
Accumulated other comprehensive (loss) income	(99		)	172
Accumulated other comprehensive income						357		14
Retained earnings	31,695			17,026		79,503		66,897
Total shareholders’ equity	382,473			377,333		423,276		416,249
Total liabilities and shareholders’ equity	$	729,821		$	727,157	$	755,519	$	742,324

See accompanying notes to consolidated financial statements.

																									Del Taco Restaurants, Inc.	Consolidated Statements of Comprehensive Income	(Unaudited)	(In thousands, except share and per share data)

	12 Weeks Ended						36 Weeks Ended						12 Weeks Ended						36 Weeks Ended
	September 12, 2017			September 6, 2016			September 12, 2017			September 6, 2016			September 11, 2018			September 12, 2017			September 11, 2018			September 12, 2017
Revenue:
Company restaurant sales	$	106,298		$	100,173		$	311,542		$	289,640		$	109,559		$	106,298		$	324,468		$	311,542
Franchise revenue	3,978			3,686			11,494			10,591			4,308			3,978			12,249			11,494
Franchise advertising contributions													3,155			—			9,227			—
Franchise sublease income	712			560			1,878			1,617			808			712			2,253			1,878
Total revenue	110,988			104,419			324,914			301,848			117,830			110,988			348,197			324,914
Operating expenses:
Restaurant operating expenses:
Food and paper costs	29,648			27,574			86,336			80,061			29,601			29,648			88,656			86,336
Labor and related expenses	33,635			30,748			100,041			90,781			35,301			33,635			105,541			100,041
Occupancy and other operating expenses	22,608			20,911			64,243			60,560			22,844			22,608			67,457			64,243
General and administrative	8,817			8,566			27,177			25,072			9,606			8,817			30,356			27,177
Franchise advertising expenses													3,155			—			9,227			—
Depreciation and amortization	5,522			5,157			15,903			16,175			5,855			5,522			17,616			15,903
Occupancy and other - franchise subleases	654			521			1,738			1,534			762			654			2,051			1,738
Pre-opening costs	354			94			531			222			259			354			900			531
Impairment of long-lived assets													—			—			1,661			—
Restaurant closure charges, net	(16		)	(133		)	(1		)	(121		)	672			(16		)	635			(1		)
Loss on disposal of assets, net	233			54			524			191			580			233			760			524
Total operating expenses	101,455			93,492			296,492			274,475			108,635			101,455			324,860			296,492
Income from operations	9,533			10,927			28,422			27,373			9,195			9,533			23,337			28,422
Other expense
Other expense, net
Interest expense	1,628			1,412			4,798			4,289			2,062			1,628			5,984			4,798
Transaction-related costs	—			490			—			681
Total other expense	1,628			1,902			4,798			4,970
Other income													(523		)	—			(523		)	—
Total other expense, net													1,539			1,628			5,461			4,798
Income from operations before provision for income taxes	7,905			9,025			23,624			22,403			7,656			7,905			17,876			23,624
Provision for income taxes	2,804			4,076			8,955			9,529			1,782			2,804			4,563			8,955
Net income	5,101			4,949			14,669			12,874			5,874			5,101			13,313			14,669
Other comprehensive loss:
Other comprehensive income (loss):
Change in fair value of interest rate cap, net of tax	(35		)	(122		)	(271		)	(122		)	23			(35		)	312			(271		)
Total other comprehensive loss	(35		)	(122		)	(271		)	(122		)
Reclassification of interest rate cap amortization included in net income													15			—			31			—
Total other comprehensive income (loss)													38			(35		)	343			(271		)
Comprehensive income	$	5,066		$	4,827		$	14,398		$	12,752		$	5,912		$	5,066		$	13,656		$	14,398
Earnings per share:
Basic	$	0.13		$	0.13		$	0.38		$	0.33		$	0.15		$	0.13		$	0.35		$	0.38
Diluted	$	0.13		$	0.13		$	0.37		$	0.33		$	0.15		$	0.13		$	0.34		$	0.37
Weighted-average shares outstanding
Basic	38,695,099			38,465,064			38,744,963			38,518,431			38,191,335			38,695,099			38,310,842			38,744,963
Diluted	39,839,571			38,688,961			40,016,062			38,682,273			39,391,284			39,839,571			39,108,573			40,016,062

See accompanying notes to consolidated financial statements.

													Del Taco Restaurants, Inc.	Consolidated Statements of Cash Flows	(Unaudited)	(In thousands)

	36 Weeks Ended						36 Weeks Ended
	September 12, 2017			September 6, 2016			September 11, 2018			September 12, 2017
Operating activities
Net income	$	14,669		$	12,874		$	13,313		$	14,669
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,903			16,175			17,616			15,903
Amortization of favorable and unfavorable lease assets and liabilities, net	(521		)	(420		)	(602		)	(521		)
Amortization of deferred financing costs and debt discount	267			267
Amortization of deferred financing costs, debt discount and interest rate cap							297			267
Stock-based compensation	3,340			2,630			4,079			3,340
Impairment of long-lived assets							1,661			—
Deferred income taxes	2,607			6,019			698			2,607
Loss on disposal of assets, net	524			191			760			524
Restaurant closure charges	125			(403		)	604			125
Changes in operating assets and liabilities:
Accounts and other receivables, net	788			26			263			788
Inventories	76			296			116			76
Prepaid expenses and other current assets	(69		)	(1,699		)	1,993			(69		)
Other assets	(84		)	—			9			(84		)
Accounts payable	3,633			302			649			3,633
Other accrued liabilities	2,319			3,374			1,732			2,319
Other non-current liabilities	283			(936		)	1,120			283
Net cash provided by operating activities	43,860			38,696			44,308			43,860
Investing activities
Purchases of property and equipment	(30,122		)	(23,143		)	(30,575		)	(30,122		)
Proceeds from disposal of property and equipment, net	7,733			5			1,323			7,733
Purchases of other assets	(705		)	(1,538		)	(1,107		)	(705		)
Acquisition of franchisees							(1,841		)	—
Proceeds from sale of company-operated restaurants	2,192			—			—			2,192
Net cash used in investing activities	(20,902		)	(24,676		)	(32,200		)	(20,902		)
Financing activities
Repurchase of common stock and warrants	(10,711		)	(12,169		)	(7,810		)	(10,711		)
Payment of tax withholding related to restricted stock vesting	(1,923		)	(916		)	(2,378		)	(1,923		)
Payments on capital leases and deemed landlord financing	(1,133		)	(1,214		)	(1,038		)	(1,133		)
Proceeds from revolving credit facility	19,000			14,000			17,000			19,000
Payments on revolving credit facility	(30,000		)	(12,000		)	(18,000		)	(30,000		)
Payment for interest rate cap	—			(312		)
Proceeds from exercise of stock options	36			—			187			36
Net cash used in financing activities	(24,731		)	(12,611		)	(12,039		)	(24,731		)
(Decrease) increase in cash and cash equivalents	(1,773		)	1,409
Increase (decrease) in cash and cash equivalents							69			(1,773		)
Cash and cash equivalents at beginning of period	8,795			10,194			6,559			8,795
Cash and cash equivalents at end of period	$	7,022		$	11,603		$	6,628		$	7,022
Supplemental cash flow information:
Cash paid during the period for interest	$	4,355		$	4,279		$	5,513		$	4,355
Cash paid during the period for income taxes	4,743			811			675			4,743
Supplemental schedule of non-cash activities:
Accrued property and equipment purchases	$	5,552		$	3,672		$	3,967		$	5,552
Write-offs of accounts receivables	—			72			26			—
Change in other asset for fair value of interest rate cap recorded to other comprehensive loss, net of tax	(271		)	(122		)
Amortization of interest rate cap into net income, net of tax							31			—
Change in other asset for fair value of interest rate cap recorded to other comprehensive income (loss), net of tax							312			(271		)

See accompanying notes to consolidated financial statements

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Description of Business

Del Taco Restaurants, Inc. ~~(f/k/a Levy Acquisition Corp. (“LAC”))~~ is a Delaware corporation headquartered in Lake Forest, California. The consolidated financial statements include the accounts of Del Taco Restaurants, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Del Taco”). The Company develops, franchises, owns, and operates Del Taco quick-service Mexican-American restaurants. At September 11, 2018, there were 317 company-operated and 250 franchise-operated Del Taco restaurants located in 14 states, including one franchise-operated unit in Guam. At September 12, 2017, there were 305 company-operated and 253 franchise-operated Del Taco restaurants located in 15 states, including one franchise-operated unit in Guam. ~~At September 6, 2016, there were 300 company-operated and 246 franchise-operated Del Taco restaurants located in 16 states, including one franchise-operated unit in Guam.~~

The Company was originally incorporated in Delaware on August 2, 2013 as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On June 30, 2015 (the “Closing Date”), the Company consummated its business combination with Del Taco Holdings, Inc. (“DTH”) pursuant to the agreement and plan of merger dated as of March 12, 2015 by and among LAC, Levy Merger Sub, LLC (“Levy Merger Sub”), LAC’s wholly owned subsidiary, and DTH (the “Merger Agreement”). Under the Merger Agreement, Levy Merger Sub merged with and into DTH, with DTH surviving the merger as a wholly-owned subsidiary of the Company (the “Business Combination” or “Merger”). In connection with the closing of the Business Combination, the Company changed its name from Levy Acquisition Corp. to Del Taco Restaurants, Inc.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). For additional information, these unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended January 3, 2, 2018 ("2017 ~~("2016~~ Form 10-K"). ~~The accounting policies used in preparing these unaudited consolidated financial statements are the same as those described in our 2016 Form 10-K.~~

The Company’s fiscal year ends on the Tuesday closest to December 31. Fiscal year ~~2017~~2018 is a fifty-two week period ending January 1, 2019. Fiscal year 2017 is the fifty-two week period ended January 2, 2018. In a fifty-two week fiscal year, the first, second and third quarters each include twelve weeks of operations and the fourth quarter includes sixteen weeks of operations. ~~Fiscal year 2016 is the fifty-three week period ended January 3, 2017. In a fifty-three week~~For fiscal year 2018, the ~~first, second and third quarters each include~~Company’s accompanying financial statements reflect the twelve weeks ~~of operations and the fourth quarter includes seventeen weeks of operations.~~ended September 11, 2018. For fiscal year 2017, the Company’s accompanying financial statements reflect the twelve weeks ~~and thirty-six weeks~~ ended September 12, 2017. ~~For~~

Effective January 3, 2018 (the first day of fiscal year ~~2016,~~2018), the ~~Company’s accompanying financial statements reflect~~Company adopted the ~~twelve weeks and thirty-six weeks ended September 6, 2016.~~requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), as discussed below in Note 2, using the modified retrospective method of transition. Current year results have been prepared in accordance with the new standards.

In the opinion of management, the accompanying consolidated financial statements reflect all adjustments which are necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full fiscal year.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

~~Del Taco Restaurants, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include estimates for impairment of goodwill, intangible assets and property and equipment, valuations provided in business combinations, insurance reserves, restaurant closure reserves, stock-based compensation, contingent liabilities, certain leasing activities and income tax valuation allowances.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Recently Issued Accounting Standards

In ~~August 2017,~~February 2016, the Financial Accounting Standards Board ("FASB") ~~issued Accounting Standards Update ("ASU") ASU 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations (Topic 804): Clarifying the Definition of a Business~~.This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether certain transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company elected as permitted by the standard, to early adopt ASU 2017-01 in the current period. The adoption of ASU 2017-01 did not have a material impact to the Company's consolidated financial statements.

~~In February 2016, the FASB~~ issued ASU No. 2016-02, Leases (Topic 842). This guidance will result in key changes to lease accounting and will aim to bring leases onto balance sheets to give investors, lenders, and other financial statement users a more comprehensive view of a company's long-term financial obligations as well as the assets it owns versus leases. The new leasing standard will be effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. The new guidance requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with certain practical expedients available. The Company ~~currently believes~~plans to adopt the requirements of the new lease standard effective January 2, 2019, the first day of fiscal year 2019, and apply a modified retrospective adoption method. The Company anticipates taking advantage of the practical expedient options which allow an entity to not reassess whether any existing or expired contracts contain leases, not reassess lease classifications for existing or expired leases, and an entity does not need to reassess initial direct costs for any existing leases, and we are further evaluating other optional practical expedients and policy elections. The Company is in the process of implementing changes to its systems and processes in conjunction with its review of existing lease agreements. The cumulative effect of adoption will be recorded to retained earnings in the period of adoption. Based on a preliminary assessment, the Company expects that substantially all of its operating lease commitments will be subject to the new guidance ~~will have~~and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a material ~~impact~~increase in the assets and liabilities on the Company's consolidated balance sheets. The Company is continuing its evaluation, which may identify additional impacts this standard will have on its consolidated financial ~~statements.~~statements and related disclosures. The Company will adopt ASU No. 2016-02 during the first quarter of fiscal 2019.

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides a comprehensive new revenue recognition model that requires a company to recognize revenue in an amount that reflects the consideration it expects to receive for the transfer of promised goods or services to its customers. The standard also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ~~This~~ ASU is effective for annual periods and interim periods beginning after December 15, 2017. The ASU is to be applied retrospectively or using a cumulative effect transition method. The Company will adopt this new guidanceNo. 2014-09, also known as FASB Accounting Standards Codification ("ASC") Topic 606 ("Topic 606") supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition ("Topic 605"). On January 3, 2018 (the first day of fiscal year ~~2018, and has not yet selected a transition method. The~~2018), the Company adopted the requirements of Topic 606, utilizing the modified retrospective method of transition. Adoption of the new standard resulted in changes to our accounting policies for revenue recognition, as detailed below. Topic 606 does not ~~currently believe the new revenue recognition standard will~~ materially impact the recognition of company restaurant sales or franchise royalty ~~fees~~income from ~~franchisees. Additionally, lease rental revenues are not within the scope of this new guidance. Based on an on-going assessment, the Company expects the~~franchisees included in franchise revenue.

Franchise Fees

The adoption of ~~the new guidance to change~~Topic 606 changed the timing of the recognition of initial franchise fees, including franchise and development fees, and renewal ~~fees. Currently, these~~ fees, ~~are generally~~both included in franchise revenue in the consolidated statements of comprehensive income. Under Topic 605, initial franchise fees were recognized ~~upfront upon either the opening~~when all material obligations had been performed and conditions had been satisfied, typically when operations of ~~the respective~~a new franchise restaurant orhad commenced, and renewal fees were recognized when a renewal agreement ~~becomes~~became effective. ~~The Company currently believes the new guidance will generally require these~~Topic 606 requires franchise and renewal fees to be deferred and recognized over the term of the related franchise agreement for the respective restaurant. ~~In addition,~~Franchise agreements typically have a term of 20 years. The impact of the deferral of initial franchise and renewal fees received in a given year may be offset by the recognition of revenue from fees retrospectively deferred from prior years. Upon adoption, the Company ~~anticipates funds contributed~~recorded approximately $0.7 million as a cumulative effect adjustment to opening retained earnings comprised of $1.0 million of deferred franchise fees included in other non-current liabilities on the consolidated balance sheet as of January 3, 2018 (the first day of fiscal year 2018) related to franchise and renewal fees previously recognized since the business combination with Levy Acquisition Corp. on June 30, 2015, partially offset by ~~franchisees~~an adjustment of $0.3 million to deferred taxes related to the ~~advertising funds managed by~~$1.0 million of deferred franchise fees.

During the twelve and thirty-six weeks ended September 11, 2018, the Company recognized approximately $12,000 and $40,000, respectively, in franchise revenue related to the amortization of the deferred franchise fees recognized at January 2, 2018 as ~~well as the associated advertising fund expenditures, will be reported on~~ a ~~gross basis, and the advertising fund revenues and expenses may be reported in different periods. The Company is continuing to evaluate the impact~~result of the adoption of ~~this new guidance will have on these and other revenue transactions in addition to the impact on accounting policies and related disclosures.~~

~~3. Restaurant Closure Charges, Net~~

At ~~September 12, 2017~~ ~~and~~ ~~January 3, 2017, the restaurant closure liability is~~ ~~$2.7 million~~ ~~and~~ ~~$3.1 million, respectively. The details of the restaurant closure activities are discussed below.~~Topic 606.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Deferred franchise fees are recognized straight-line over the term of the underlying agreement and the amount expected to be recognized in franchise revenue for amounts in deferred franchise fees as of September 11, 2018 is as follows (in thousands):



FY 2018	$	21
FY 2019	69
FY 2020	67
FY 2021	65
FY 2022	65
Thereafter	805
Total Deferred Franchise Fees	$	1,092

Advertising

The adoption of the new guidance changed the reporting of advertising contributions from franchisees and the related advertising expenses, which were not previously included in the consolidated statements of comprehensive income. Topic 606 requires these franchise advertising contributions and expenses to be reported on a gross basis in the consolidated statements of comprehensive income, which impacted our total revenues and expenses. However, the franchise advertising contributions and expenses are expected to be largely offsetting and therefore does not have a significant impact on reported net income. The current year impact to revenue for franchise advertising contributions and to expenses for franchise advertising expenses for the twelve and thirty-six weeks ended September 11, 2018 was an increase of $3.1 million and $9.2 million, respectively, for both revenue and expenses as a result of applying Topic 606.

Other Revenue Transactions

Certain other franchise expenses have previously been recorded net of the related fees received from franchisees. Under Topic 606, the Company is now including these revenues and expenditures on a gross basis within the consolidated statements of comprehensive income. While this change materially impacted the gross amount of reported franchise revenue and related expenses on the consolidated statements of comprehensive income, the impact is an offsetting increase to both revenue and expense such that there is not a significant, if any, impact on operating income and net income. The current year impact to revenues for the twelve and thirty-six weeks ended September 11, 2018 was an increase of approximately $0.2 million and $0.5 million, respectively, as a result of applying Topic 606, with an offsetting increase in expenses.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Comparison to Amounts if Previous Standards Had Been in Effect

The following tables reflect the impact of the adoption of Topic 606 on the Company's consolidated balance sheet as of September 11, 2018 and on the Company's consolidated statements of comprehensive income and cash flows from operating activities for the thirty-six weeks ended September 11, 2018 and the amounts as if Topic 605 was in effect ("Amounts Under Previous Standards") (in thousands):



	September 11, 2018
	As Reported		Adjustments for Prior Revenue Recognition Standards			Amounts Under Previous Standards
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	20,172	$	—		$	20,172
Other accrued liabilities	40,706		—			40,706
Current portion of capital lease obligations and deemed landlord financing liabilities	1,109		—			1,109
Total current liabilities	61,987		—			61,987
Long-term debt, capital lease obligations and deemed landlord financing liabilities, excluding current portion, net	169,174		—			169,174
Deferred income taxes	69,137		296			69,433
Other non-current liabilities	31,945		(1,092		)	30,853
Total liabilities	332,243		(796		)	331,447
Shareholders’ equity:
Preferred stock	—		—			—
Common stock	4		—			4
Additional paid-in capital	343,412		—			343,412
Accumulated other comprehensive income	357		—			357
Retained earnings	79,503		796			80,299
Total shareholders’ equity	423,276		796			424,072
Total liabilities and shareholders’ equity	$	755,519	$	—		$	755,519

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)



	12 Weeks Ended September 11, 2018								36 Weeks Ended September 11, 2018
	As Reported			Adjustments for Prior Revenue Recognition Standards			Amounts Under Previous Standards		As Reported			Adjustments for Prior Revenue Recognition Standards			Amounts Under Previous Standards
Revenue:
Company restaurant sales	$	109,559		$	—		$	109,559	$	324,468		$	—		$	324,468
Franchise revenue	4,308			(176		)	4,132		12,249			(423		)	11,826
Franchise advertising contributions	3,155			(3,155		)	—		9,227			(9,227		)	—
Franchise sublease income	808			—			808		2,253			—			2,253
Total revenue	117,830			(3,331		)	114,499		348,197			(9,650		)	338,547
Operating expenses:
Restaurant operating expenses:
Food and paper costs	29,601			—			29,601		88,656			—			88,656
Labor and related expenses	35,301			—			35,301		105,541			—			105,541
Occupancy and other operating expenses	22,844			—			22,844		67,457			—			67,457
General and administrative	9,606			(201		)	9,405		30,356			(545		)	29,811
Franchise advertising expenses	3,155			(3,155		)	—		9,227			(9,227		)	—
Depreciation and amortization	5,855			—			5,855		17,616			—			17,616
Occupancy and other - franchise subleases	762			—			762		2,051			—			2,051
Pre-opening costs	259			—			259		900			—			900
Impairment of long-lived assets	—			—			—		1,661			—			1,661
Restaurant closure charges, net	672			—			672		635			—			635
Loss on disposal of assets, net	580			—			580		760			—			760
Total operating expenses	108,635			(3,356		)	105,279		324,860			(9,772		)	315,088
Income from operations	9,195			25			9,220		23,337			122			23,459
Other expense, net
Interest expense	2,062			—			2,062		5,984			—			5,984
Other income	(523		)	—			—		(523		)	—			(523		)
Total other expense, net	1,539			—			2,062		5,461			—			5,461
Income from operations before provision for income taxes	7,656			25			7,158		17,876			122			17,998
Provision for income taxes	1,782			7			1,789		4,563			33			4,596
Net income	5,874			18			5,369		13,313			89			13,402
Other comprehensive income:
Change in fair value of interest rate cap, net of tax	23			—			23		312			—			312
Reclassification of interest rate cap amortization included in net income	15			—			15		31			—			31
Total other comprehensive income	38			—			38		343			—			343
Comprehensive income	$	5,912		$	18		$	5,407	$	13,656		$	89		$	13,745
Earnings per share:
Basic	$	0.15		$	(0.01	)	$	0.14	$	0.35		$	—		$	0.35
Diluted	$	0.15		$	(0.01	)	$	0.14	$	0.34		$	—		$	0.34

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)



	36 Weeks Ended September 11, 2018
	As Reported			Adjustments for Prior Revenue Recognition Standards			Amounts Under Previous Standards
Operating activities
Net income	$	13,313		$	89		$	13,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,616			—			17,616
Amortization of favorable and unfavorable lease assets and liabilities, net	(602		)	—			(602		)
Amortization of deferred financing costs and debt discount	297			—			297
Stock-based compensation	4,079			—			4,079
Impairment of long-lived assets	1,661			—			1,661
Deferred income taxes	698			33			731
Loss on disposal of assets, net	760			—			760
Restaurant closure charges	604			—			604
Changes in operating assets and liabilities:
Accounts and other receivables, net	263			—			263
Inventories	116			—			116
Prepaid expenses and other current assets	1,993			—			1,993
Other assets	9			—			9
Accounts payable	649			—			649
Other accrued liabilities	1,732			—			1,732
Other non-current liabilities	1,120			(122		)	998
Net cash provided by operating activities	$	44,308		$	—		$	44,308

Summary of Significant Accounting Policies

Except for the accounting policies for revenue recognition discussed below that were updated as a result of adopting ASU No. 2014-09, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended January 2, 2018, filed with the SEC on March 15, 2018, that have had a material impact on our condensed consolidated financial statements and related notes.

Revenue Recognition

Company restaurant sales from the operation of company-operated restaurants are recognized when food and service is delivered to customers. Franchise revenue is comprised of (i) development fees, (ii) franchise fees, (iii) on-going royalties, (iv) renewal fees and (v) other franchise revenue. Development and franchise fees, portions of which are collected in advance and are non-refundable, received pursuant to individual development agreements, grant the right to develop franchise-operated restaurants in future periods in specific geographic areas. Both development fees and franchise fees are deferred and recognized as revenue over the term of the franchise agreement and renewal fees are deferred and recognized over the term of the renewal agreement. Development fees and franchise fees are also generally recognized as revenue upon the termination of the development agreement with the franchisee. Royalties from franchise-operated restaurants are based on a percentage of franchise restaurant sales and are recognized in the period the related franchise-operated restaurant sales occur. The Company reports revenue net of sales taxes collected from customers and remitted to governmental taxing authorities. Franchise sublease income is comprised of rental income associated with properties leased or subleased to franchisees and is recognized as revenue on an accrual basis.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Advertising Costs

Franchisees pay a monthly fee to the Company typically equal to 4% of their restaurants’ net sales as contributions for advertising and promotional services that the Company provides and are included in revenue in franchise advertising contributions on the consolidated statements of comprehensive income. Company-operated restaurants contribute to the advertising fund on the same basis as franchise-operated restaurants.

Production costs for radio and television advertising are expensed when the commercials are initially aired. Costs of distribution of advertising are charged to expense on the date the advertising is aired or distributed. The portion of these costs related to company-operated restaurants, as well as other marketing-related expenses for advertising are included in occupancy and other operating expenses in the consolidated statements of comprehensive income. The portion of these costs related to franchise-operated restaurants for advertising are included in franchise advertising expenses on the consolidated statements of comprehensive income.

3. Impairment of Long-Lived Assets and Restaurant Closure Charges

Impairment of Long-Lived Assets

The company evaluates long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred related to a specific restaurant if the restaurant’s cash flows are less than a minimum threshold or if consistent levels of undiscounted cash flows for the remaining lease period are less than the carrying value of the restaurant’s assets. During the thirty-six weeks ended September 11, 2018, the Company evaluated certain restaurants having indicators of impairment based on operating performance and recorded an impairment charge totaling $1.7 million related to two restaurants. The Company wrote-off the value of leasehold improvements and other equipment based on the estimate of future recoverable cash flows. No such impairment charges were recorded during the thirty-six weeks ended September 12, 2017.

Restaurant Closure Charges, Net

At both September 11, 2018 and January 2, 2018, the restaurant closure liability is $2.8 million. The details of the restaurant closure activities are discussed below.

Restaurant Closures and Lease Reserves

The following table represents other restaurant closure liability activity related to restaurant closures prior to 2015 and sublease income shortfalls (in thousands):


	Total			Total
Balance at January 3, 2017	$	1,365
Balance at January 2, 2018				$	1,213
Charges for accretion in current period	75			49
Cash payments	(208		)	(406		)
Balance at September 12, 2017	$	1,232
Balance at September 11, 2018				$	856

The current portion of the restaurant closure liability is $~~0.3~~0.2 million at ~~both~~ September ~~12, 2017~~11, 2018 and $0.5 million at January ~~3, 2017~~2, 2018, respectively, and is included in other accrued liabilities in the consolidated balance sheets. The non-current portion of the restaurant closure liability is ~~$0.9 million and $1.1~~$0.7 million at both September ~~12, 2017~~11, 2018 and January ~~3, 2017, respectively,~~2, 2018 and is included in other non-current liabilities in the consolidated balance sheets.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Restaurant Closure and Other Related Charges for 12 Underperforming Restaurants

During the fourth fiscal quarter of 2015, the Company closed 12 company-operated restaurants. During the thirty-six weeks ended September ~~12, 2017,~~11, 2018, the Company recorded accretion expense related to the closures and net adjustments of $0.5 million to the lease termination liability for two restaurants due to changes in estimates, offset by ~~$0.1~~$0.2 million of sublease income from leases which are treated as deemed landlord financing. A summary of the restaurant closure liability activity, all of which relates to contract termination costs, for these 12 closed restaurants consisted of the following (in thousands):


	Total			Total
Balance at January 3, 2017	$	1,773
Balance at January 2, 2018				$	1,611
Charges for accretion in current period	50			45
Cash payments	(349		)	(246		)
Balance at September 12, 2017	$	1,474
Adjustments to estimates based on current activity				510
Balance at September 11, 2018				$	1,920

The current portion of the restaurant closure liability is ~~$0.1 million and $0.6~~$0.5 million at September ~~12, 2017~~11, 2018 and $0.3 million at January ~~3, 2017,~~2, 2018, respectively, and is included in other accrued liabilities in the consolidated balance sheets. The non-current portion of the restaurant closure liability is $1.4 million and ~~$1.2~~$1.3 million at September ~~12, 2017~~11, 2018 and January ~~3, 2017,~~2, 2018, respectively, and is included in other non-current liabilities in the consolidated balance sheets.

4. ~~Summary of Refranchising~~

In connection with the sale of company-operated restaurants to franchisees, the Company typically enters into several agreements, in addition to an asset purchase agreement, with franchisees including franchise and lease agreements. The Company typically sells restaurants’ inventory and equipment and retains ownership or the leasehold interest to the real estate to lease and/or sublease to the franchisee. The Company has determined that its restaurant dispositions usually represent multiple-element arrangements, and as such, the cash consideration received is allocated to the separate elements based on their relative selling price. Cash consideration generally includes up-front consideration for the sale of the restaurants and franchise fees and future cash consideration for royalties and lease payments. The Company considers the future lease payments in allocating the initial cash consideration received. The Company compares the stated rent under the lease and/or sublease agreements with comparable market rents and the Company records favorable or unfavorable lease assets/liabilities with a corresponding offset to the gain or loss on the sale of the company-operated restaurants. The cash consideration per restaurant for franchise fees is consistent with the amounts stated in the related franchise agreements which are charged for separate standalone arrangements. Therefore, the Company recognizes the franchise fees when earned. Future royalty income is also recognized in revenue as earned.Franchise Acquisitions

The Company ~~sold five company-operated~~acquired four franchise-operated restaurants during the thirty-six weeks ended September 11, 2018, of which one closed prior to ~~franchisees in~~ the ~~first quarter~~completion of ~~2017~~the purchase. The Company accounts for the acquisition of franchise-operated restaurants using the acquisition method of accounting for business combinations. The purchase price allocations were based on fair value estimates determined using significant unobservable inputs (Level 3). The goodwill recorded primarily relates to the market position and future growth potential of the ~~following table summarizes the related gain recognized~~markets acquired and is expected to be deductible for income tax purposes. There were no franchise acquisitions during the thirty-six weeks ended September 12, ~~2017~~2017. The following table provides detail of the combined acquisitions for the thirty-six weeks ended September 11, 2018 (dollars in thousands):

~~Del Taco Restaurants, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

36 Weeks Ended
September 12, 2017
Company-operated restaurants sold to franchisees 5

Proceeds from the sale of company-operated restaurants $ 2,192
Net assets sold (primarily furniture, fixtures and equipment) (1,261 )
Goodwill related to the company-operated restaurants sold to franchisees (247 )
Net unfavorable lease liabilities ^(a)
(548 )
Other costs (5 )
Gain on sale of company-operated restaurants ^(b)
$ 131



	September 11, 2018
Franchise-operated restaurants acquired from franchisees	4

Goodwill	$	893
Property and equipment	798
Reacquired franchise rights	150
Total Consideration	$	1,841

^(a) ~~The~~During the thirty-six weeks ended September 11, 2018, the Company ~~recorded favorable lease assets~~wrote-off $0.6 million of ~~$0.1 million and~~ unfavorable lease liabilities related to franchise subleases, offset by $0.1 million of ~~$0.6 million as a result of subleasing land, buildings and leasehold improvements to franchisees,~~straight line deferred rent assets (included in other assets) which were terminated in connection with the ~~sale~~Company's acquisition of ~~company-operated~~the related franchise-operated restaurants.

^(b) ~~Included in loss on disposal of assets, net on the consolidated statements of comprehensive income.~~

5. Goodwill and other Intangible Assets

Goodwill was ~~$319.8~~$321.5 million at September ~~12, 2017~~11, 2018 compared to ~~$320.0~~$320.6 million at January ~~3, 2017.~~2, 2018. The change is due to the ~~sale~~purchase of ~~company-operated stores~~four franchise-operated restaurants as described in more detail in Note 4.

There have been no changes in the carrying amount of trademarks since January ~~3, 2017.~~2, 2018.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The Company’s other intangible assets at September ~~12, 2017~~11, 2018 and January ~~3, 2017~~2, 2018 consisted of the following (in thousands):


	September 12, 2017							January 3, 2017							September 11, 2018							January 2, 2018
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Favorable lease assets	$	14,161	$	(4,282	)	$	9,879	$	14,176	$	(2,996	)	$	11,180	$	13,591	$	(5,494	)	$	8,097	$	13,744	$	(4,442	)	$	9,302
Franchise rights	15,489		(2,970		)	12,519		15,489		(2,038		)	13,451		15,162		(4,146		)	11,016		15,284		(3,282		)	12,002
Reacquired franchise rights	161		(36		)	125		161		(10		)	151		417		(80		)	337		243		(49		)	194
Total amortized other intangible assets	$	29,811	$	(7,288	)	$	22,523	$	29,826	$	(5,044	)	$	24,782	$	29,170	$	(9,720	)	$	19,450	$	29,271	$	(7,773	)	$	21,498

During the thirty-six weeks ended September ~~12, 2017,~~11, 2018, the Company wrote-off ~~$15,000~~$0.2 million of favorable lease assets related to the termination of three leases and $0.1 million of franchise rights associated with the closure of one ~~company-operated~~franchise-operated restaurant. The Company reclassified $24,000 of franchise rights as reacquired franchise rights related to the Company's acquisition of one franchise-operated restaurant and acquired $0.2 million of reacquired franchise rights in connection with the Company's purchase of three franchise-operated restaurants (see Note 4).

6. Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities

The Company’s long-term debt, capital lease obligations and deemed landlord financing liabilities at September ~~12, 2017~~11, 2018 and January ~~3, 2017~~2, 2018 consisted of the following (in thousands):

~~Del Taco Restaurants, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~


	September 12, 2017		January 3, 2017		September 11, 2018		January 2, 2018
2015 Senior Credit Facility, net of debt discount of $835 and $1,035 and deferred financing costs of $282 and $349 at September 12, 2017 and January 3, 2017, respectively	$	146,883	$	157,616
2015 Senior Credit Facility, net of debt discount of $547 and $747 and deferred financing costs of $185 and $252 at September 11, 2018 and January 2, 2018, respectively					$	151,268	$	152,001
Total outstanding indebtedness	146,883		157,616		151,268		152,001
Obligations under capital leases and deemed landlord financing liabilities	16,582		17,715		19,015		20,053
Total debt	163,465		175,331		170,283		172,054
Less: amounts due within one year	1,497		1,588		1,109		1,415
Total amounts due after one year, net	$	161,968	$	173,743	$	169,174	$	170,639

At September ~~12, 2017~~11, 2018 and January ~~3, 2017,~~2, 2018, the Company assessed the amounts recorded under the 2015 Senior Credit Facility and determined that such amounts approximated fair value.

2015 Revolving Credit Facility

On August 4, 2015, the Company refinanced its existing senior credit facility and entered into a new credit agreement (the “Credit Agreement”). The Credit Agreement, which matures on August 4, 2020, provides for a $250 million revolving credit facility (the “2015 Senior Credit Facility”).

The Credit Agreement contains certain financial covenants, including the maintenance of a consolidated total lease adjusted leverage ratio and a consolidated fixed charge coverage ratio. The Company was in compliance with the financial covenants as of September ~~12, 2017.~~11, 2018. Substantially all of the assets of the Company are pledged as collateral under the 2015 Senior Credit Facility.

At September ~~12, 2017,~~11, 2018, the weighted-average interest rate on the outstanding balance of the 2015 Senior Credit Facility was ~~3.0%~~3.8%. At September ~~12, 2017,~~11, 2018, the Company had a total of ~~$83.8~~$80.7 million of availability for additional borrowings under the 2015 Senior Credit Facility as the Company had ~~$148.0~~$152.0 million of outstanding borrowings and letters of credit outstanding of ~~$18.2~~$17.3 million which reduce availability under the 2015 Senior Credit Facility.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

7. Derivative Instruments

2016 Interest Rate Cap Agreement

In June 2016, the Company entered into an interest rate cap agreement that became effective July 1, 2016, to hedge cash flows associated with interest rate fluctuations on variable rate debt, with a termination date of March 31, 2020 ("2016 Interest Rate Cap Agreement"). The 2016 Interest Rate Cap Agreement had an initial notional amount of $70.0 million of the 2015 Senior Credit Facility that effectively converted that portion of the outstanding balance of the 2015 Senior Credit Facility from variable rate debt to capped variable rate debt, resulting in a change in the applicable interest rate from an interest rate of one-month LIBOR plus the applicable margin (as provided by the 2015 Senior Credit Facility) to a capped interest rate of 2.00% plus the applicable margin. As of September 11, 2018, one-month LIBOR was 2.1%. During the twelve weeks ended September 11, 2018, the Company received payments totaling approximately $10,000 related to the 2016 Interest Rate Cap Agreement. During the period from July 1, 2016 through September ~~12, 2017,~~11, 2018, the 2016 Interest Rate Cap Agreement had no hedge ineffectiveness.

~~2016 Interest Rate Cap Agreement~~

To ensure the effectiveness of the 2016 Interest Rate Cap Agreement, the Company elected the one-month LIBOR rate option for its variable rate interest payments on term balances equal to or in excess of the applicable notional amount of the interest rate cap agreement as of each reset date. The reset dates and other critical terms on the term loans perfectly match with the interest rate cap reset dates and other critical terms during the twelve weeks ended September ~~12, 2017.~~11, 2018.

During the twelve weeks and thirty-six weeks ended September 11, 2018, the Company reclassified approximately $15,000 and $31,000, respectively, of interest expense related to the hedges of these transactions into earnings. As of September ~~12, 2017,~~11, 2018, the Company was hedging forecasted transactions expected to occur through March 31, 2020. Assuming interest rates at September ~~12, 2017~~11, 2018 remain constant, $0.3 million of interest expense related to hedges of these transactions is expected to be reclassified into earnings over the next 3018 months. The Company intends to ensure that this hedge remains effective, therefore, approximately ~~$34,000~~$0.1 million is expected to be reclassified into interest expense over the next 12 months.

~~Del Taco Restaurants, Inc.~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

The effective portion of the 2016 Interest Rate Cap Agreement through September ~~12, 2017~~11, 2018 was included in accumulated other comprehensive income.

8. Fair Value Measurements

The fair values of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate their carrying amounts due to their short maturities. The carrying value of the 2015 Senior Credit Facility approximated fair value. The 2016 Interest Rate Cap Agreement is recorded at fair value in the Company’s consolidated balance sheets.

As of September ~~12, 2017~~11, 2018 and January ~~3, 2017,~~2, 2018, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. For both periods, this included a derivative instrument related to interest rates. The Company determined the fair value of the interest rate cap contract based on counterparty quotes, with appropriate adjustments for any significant impact of nonperformance risk of the parties to the interest rate cap contract. Therefore, the Company categorized this interest rate cap contract as Level 2 fair value measurements. The fair value of the 2016 Interest Rate Cap Agreement was ~~$0.1~~$0.8 million and ~~$0.6~~$0.3 million at September ~~12, 2017~~11, 2018 and January ~~3, 2017,~~2, 2018, respectively, and is included in other assets in the consolidated balance sheets.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The Company's assets and liabilities measured at fair value on a recurring basis as of September ~~12, 2017~~11, 2018 and January ~~3, 2017~~2, 2018 were as follows (in thousands):


	September 12, 2017 (Unaudited)		Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		September 11, 2018 (Unaudited)		Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
2016 Interest Rate Cap Agreement	$	147	$	—	$	147	$	—	$	770	$	—	$	770	$	—
Total assets measured at fair value	$	147	$	—	$	147	$	—	$	770	$	—	$	770	$	—

	January 3, 2017		Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		January 2, 2018		Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
2016 Interest Rate Cap Agreement	$	598	$	—	$	598	$	—	$	332	$	—	$	332	$	—
Total assets measured at fair value	$	598	$	—	$	598	$	—	$	332	$	—	$	332	$	—

9. Other Accrued Liabilities and Other Non-current Liabilities

A summary of other accrued liabilities follows (in thousands):


	September 12, 2017		January 3, 2017		September 11, 2018		January 2, 2018
Employee compensation and related items	$	11,983	$	13,783	$	12,268	$	12,945
Accrued insurance	8,213		8,192		6,417		7,232
Accrued sales tax	4,758		3,916		4,811		3,987
Accrued real property tax					2,186		1,331
Accrued advertising	2,173		1,657		1,324		728
Accrued income tax	2,167		562
Accrued real property tax	1,946		1,274
Accrued income tax payable					1,200		—
Restaurant closure liability	435		875		658		794
Other	7,390		6,394		11,842		8,240
	$	39,065	$	36,653	$	40,706	$	35,257

A summary of other non-current liabilities follows (in thousands):


	September 12, 2017		January 3, 2017		September 11, 2018		January 2, 2018
Unfavorable lease liabilities	$	15,249	$	17,072	$	12,661	$	14,469
Insurance reserves	4,859		4,269		7,647		5,965
Deferred rent liability	2,389		1,676		3,607		2,972
Deferred development and initial franchise fees					2,600		1,335
Restaurant closure liability	2,271		2,263		2,118		2,030
Deferred development and initial franchise fees	1,402		1,385
Unearned trade discount, non-current	1,284		1,596		863		1,149
Deferred gift card income	565		1,182		589		1,234
Other	3,039		697		1,860		2,277
	$	31,058	$	30,140	$	31,945	$	31,431

During the thirty-six weeks ended September 11, 2018, the Company wrote-off $0.6 million of unfavorable lease liabilities related to franchise subleases which were terminated in connection with the Company's acquisition of the related franchise-operated restaurants (see Note 4 for more information).

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

10. Stock-Based Compensation

In connection with the approval of the Business Combination, the Del Taco Restaurants, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”) was approved by shareholders to offer eligible employees, directors and consultants cash and stock-based incentive awards. Awards under the 2015 Plan are generally not restricted to any specific form or structure and could include, without limitation, stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, other cash-based compensation and performance awards. Under the plan, there were 3,300,000 shares of common stock reserved and authorized. At September ~~12, 2017,~~11, 2018, there were ~~1,338,236~~878,601 shares of common stock available for grant under the 2015 Plan.

Stock-Based Compensation Expense

The total compensation expense related to the 2015 Plan was ~~$1.2~~$1.5 million and ~~$1.0~~$1.2 million for the twelve weeks ended September 11, 2018 and September 12, 2017, ~~and September 6, 2016,~~ respectively, and ~~$3.3~~$4.1 million and ~~$2.6~~$3.3 million for the thirty-six weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively.

Restricted Stock Awards

A summary of outstanding and unvested restricted stock activity as of September ~~12, 2017~~11, 2018 and changes during the period from January ~~3, 2017~~2, 2018 through September ~~12, 2017~~11, 2018 are as follows:


	Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 3, 2017	1,133,822		$	10.40
Nonvested at January 2, 2018					1,088,910		$	11.92
Granted	529,690		13.62		594,619		13.88
Vested	(397,727	)	10.60		(425,873	)	11.85
Forfeited	(175,625	)	10.37		(8,750	)	13.56
Nonvested at September 12, 2017	1,090,160		$	11.89
Nonvested at September 11, 2018					1,248,906		$	12.87

~~During~~For the thirty-six weeks ended September 11, 2018 and September 12, 2017, the Company made payments of $2.4 million and $1.9 million, respectively, related to tax withholding obligations for the vesting of restricted stock awards in exchange for 168,484 and 140,209 shares ~~withheld.~~withheld, respectively. As of September ~~12, 2017,~~11, 2018, there was ~~$11.4~~$11.9 million of unrecognized stock compensation expense, net of estimated forfeitures, related to restricted stock awards ~~which~~that is expected to be recognized over a weighted-average remaining period of 2.8 years. The fair value of these awards was determined based on the Company’s stock price on the grant date.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Stock Options

A summary of stock option activity as of September ~~12, 2017~~11, 2018 and changes during the period from January ~~3, 2017~~2, 2018 through September ~~12, 2017~~11, 2018 are as follows:

Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
(in years) (in thousands)
Options outstanding at January 3, 2017 334,500
$ 9.94
6.1 $ 1,464
Granted 125,000
13.78

Exercised (3,500 ) 10.25

Forfeited/Expired (10,250 ) 9.92

Options outstanding at September 12, 2017 445,750
$ 11.02
5.8 $ 1,332
Options exercisable at September 12, 2017 130,998
$ 10.11
5.2 $ 509
Options exercisable and expected to vest at September 12,
2017
417,117
$ 10.97
5.8 $ 1,265



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in years)	(in thousands)
Options outstanding at January 2, 2018	417,000		$	11.04	5.5	$	641
Granted	106,000		14.04
Exercised	(18,000	)	10.36
Forfeited/Expired	(40,000	)	11.18
Options outstanding at September 11, 2018	465,000		$	11.74	5.3	$	672
Options exercisable at September 11, 2018	191,496		$	10.53	4.4	$	422
Options exercisable and expected to vest at September 11, 2018	430,834		$	11.64	5.2	$	650

The aggregate intrinsic value in the table above is the amount by which the current market price of the Company's stock exceeds the exercise price on January ~~3, 2017~~2, 2018 and September ~~12, 2017,~~11, 2018, respectively.

As of September ~~12, 2017,~~11, 2018, there was ~~$1.1~~$1.0 million of unrecognized stock compensation expense, net of estimated forfeitures, related to stock option grants which is expected to be recognized over a weighted-average remaining period of ~~2.9~~2.7 years.

11. Shareholders’ Equity

On February 26, 2016, the Company's Board of Directors authorized a share repurchase program covering up to $25.0 million in the aggregate of the Company's common stock and warrants which was effective immediately and expires upon completion of the repurchase program, unless terminated earlier by the Board of Directors. On August 23, 2016, the Company announced that the Board of Directors increased the repurchase program by $25.0 million, to $50.0 million. The Board of Directors authorized an additional increase for the repurchase program effective July 23, 2018 of another $25.0 million, to a total of $75.0 million. Purchases under the program may be made in open market or privately negotiated transactions. During the twelve weeks ended September ~~12, 2017,~~11, 2018, the Company repurchased (1) ~~96,122~~235,041 shares of common stock for an average price per share of ~~$12.35~~$12.74 for an aggregate cost of approximately ~~$1.2~~$3.0 million, including incremental direct costs to acquire the shares, and (2) ~~1,186~~5,972 warrants for an average price per warrant of ~~$3.97~~$3.07 for an aggregate cost of approximately ~~$5,000,~~$18,000, including incremental direct costs to acquire the warrants. During the thirty-six weeks ended September ~~12, 2017,~~11, 2018, the Company repurchased (1) ~~737,287~~642,862 shares of common stock for an average price per share of ~~$12.46~~$12.00 for an aggregate cost of approximately ~~$9.2~~$7.7 million, including incremental direct costs to acquire the shares, and (2) ~~401,186~~26,915 warrants for an average price per warrant of ~~$3.75~~$3.02 for an aggregate cost of approximately ~~$1.5~~$0.1 million, including incremental direct costs to acquire the warrants. The Company expects to retire the repurchased shares and therefore has accounted for them as constructively retired as of September ~~12, 2017.~~11, 2018. As of September ~~12, 2017,~~11, 2018, there was approximately ~~$24.1~~$38.1 million remaining under the share repurchase program. The Company has no obligations to repurchase shares or warrants under this authorization, and the timing and value of shares and warrants purchased will depend on the Company's stock price, warrant price, market conditions and other factors.

12. Earnings ~~per~~Per Share

Basic income per share is calculated by dividing net income attributable to Del Taco’s common shareholders for the period by the weighted average number of common shares outstanding for the period. In computing dilutive income per share, basic income per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including warrants, restricted stock, common stock options and restricted stock units.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Below are basic and diluted net income per share for the periods indicated (amounts in thousands except share and per share data):

12 Weeks Ended 36 Weeks Ended
September 12, 2017 September 6, 2016 September 12, 2017 September 6, 2016
Numerator:
Net income $ 5,101
$ 4,949
$ 14,669
$ 12,874
Denominator:
Weighted-average shares outstanding - basic 38,695,099
38,465,064
38,744,963
38,518,431
Dilutive effect of unvested restricted stock 319,624
223,897
430,589
163,842
Dilutive effect of stock options 30,477
—
25,673
—
Dilutive effect of warrants 794,371
—
814,837
—
Weighted-average shares outstanding - diluted 39,839,571
38,688,961
40,016,062
38,682,273
Net income per share - basic 0.13
$ 0.13
0.38
$ 0.33
Net income per share - diluted 0.13
$ 0.13
0.37
$ 0.33
Antidilutive stock options, unvested restricted stock awards and warrants excluded from the computations 469,691
10,829,117
188,369
12,126,069

Antidilutive stock options, unvested restricted stock and warrants were excluded from the computation of diluted net income per share due to the assumed proceeds from the award’s exercise or vesting being greater than the average market price of the common shares.



	12 Weeks Ended				36 Weeks Ended
	September 11, 2018		September 12, 2017		September 11, 2018		September 12, 2017
Numerator:
Net income	$	5,874	$	5,101	$	13,313	$	14,669
Denominator:
Weighted-average shares outstanding - basic	38,191,335		38,695,099		38,310,842		38,744,963
Dilutive effect of unvested restricted stock	309,973		319,624		333,815		430,589
Dilutive effect of stock options	43,829		30,477		24,697		25,673
Dilutive effect of warrants	846,147		794,371		439,219		814,837
Weighted-average shares outstanding - diluted	39,391,284		39,839,571		39,108,573		40,016,062
Net income per share - basic	$	0.15	$	0.13	$	0.35	$	0.38
Net income per share - diluted	$	0.15	$	0.13	$	0.34	$	0.37
Antidilutive stock options and unvested restricted stock awards excluded from the computations	664,760		469,691		307,718		188,369

13. Income Taxes

The effective income tax rates were ~~35.5%~~23.3% and ~~45.2%~~35.5% for the twelve weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. The provision for income taxes ~~consisted of income tax expense of $2.8~~was $1.8 million and ~~$4.1~~$2.8 million for the twelve weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. The effective income tax rates were ~~37.9%~~25.5% and ~~42.5%~~37.9% for the thirty-six weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. The provision for income taxes ~~consisted of income tax expense of $9.0~~was $4.6 million and ~~$9.5~~$9.0 million for the thirty-six weeks ended September 11, 2018 and September 12, 2017, ~~and September 6, 2016,~~ respectively.

The income tax expense for the twelve weeks ended September 11, 2018 is driven by the estimated effective income tax rate of 23.3% which primarily consists of statutory federal and state tax rates based on apportioned income and the impact of non-tax deductible compensation to executives, reduced by higher stock compensation expense deductible for tax related to the June 30, 2018 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits. The income tax expense for the twelve weeks ended September 12, 2017 is driven by the estimated effective income tax rate of 35.5% which primarily consists of statutory federal and state tax rates based on apportioned income, reduced by higher stock compensation expense deductible for tax related to the June 30, 2017 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits.

The income tax expense for the ~~twelve~~thirty-six weeks ended September ~~6, 2016~~11, 2018 is driven by the estimated effective income tax rate of ~~45.2%~~25.5% which primarily consists of statutory federal and state tax rates based on apportioned income ~~as well as providing for deferred tax liabilities for~~and the ~~excess~~impact of ~~the amount for financial reporting over the tax basis of an investment in a domestic subsidiary. In addition, the effective tax rate is also driven~~non-tax deductible compensation to executives, reduced by ~~transaction-related costs incurred in connection with the warrant tender offer which are not deductible for taxes as well as lower~~higher stock compensation expense deductible for tax related to the June 30, ~~2016~~2018 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, ~~partially offset by~~as well as federal targeted job credits.

The income tax expense for the thirty-six weeks ended September 12, 2017 is driven by the estimated effective income tax rate of 37.9% which primarily consists of statutory federal and state tax rates based on apportioned income, reduced by higher stock compensation expense deductible for tax related to the June 30, 2017 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits. ~~The income tax expense for~~

On December 22, 2017, the ~~thirty-six weeks ended September 6, 2016 is driven by~~Tax Cuts and Jobs Act, (the “Act”) was enacted, reducing the ~~estimated effective~~U.S. federal corporate income tax rate ~~of 42.5% which primarily consists of statutory federal and state~~from 35% to 21%, among other changes, for tax rates based on apportioned income, as well as providing for deferred tax liabilities for the excess of the amount for financial reporting over the tax basis of an investment in a domestic subsidiary. Inyears beginning after December 31, 2017.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

~~addition,~~The SEC staff issued Staff Accounting Bulletin 118 ("SAB 118"), which provides guidance on accounting for the ~~effective~~ tax ~~rate~~effects of the Act for which the accounting under ASC 740, Income Taxes (“ASC 740”) is ~~also driven by transaction-related costs incurred~~incomplete. To the extent that a company's accounting for certain income tax effects of the Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in ~~connection with~~ the ~~warrant tender offer~~financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before enactment of the Act.

The Company re-measured the applicable deferred tax assets and liabilities based on the rates at which they are ~~not deductible for taxes as well as lower stock compensation expense deductible for~~expected to reverse. However, the Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The Company will continue to analyze additional information and guidance related to the ~~June 30, 2016 vesting~~Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available. The final impacts may differ from the recorded amounts as of ~~certain restricted stock awards as compared~~September 11, 2018, and the Company will continue to refine such amounts within the ~~cumulative amount recorded as stock-based compensation expense, partially offset~~measurement period provided by ~~federal targeted job credits.~~SAB 118. The Company expects to complete its analysis no later than the fourth quarter of 2018.

Management believes it is more likely than not that all deferred tax assets will be realized and therefore no valuation allowance as of September ~~12, 2017~~11, 2018 and January ~~3, 2017~~2, 2018 is required.

14. Commitments and Contingencies

The primary claims in the Company’s business are workers’ compensation and general liabilities. These insurance programs are self-insured or high deductible programs with excess coverage that management believes is sufficient to adequately protect the Company. In the opinion of management, adequate provision has been made for all incurred claims up to the self-insured or high deductible limits, including provision for estimated claims incurred but not reported. Because of the uncertainty of the ultimate resolution of outstanding claims, as well as the uncertainty regarding claims incurred but not reported, it is possible that management’s provision for these losses could change materially. However, no estimate can currently be made of the range of additional losses.

Purchasing Commitments

The Company enters into various purchase obligations in the ordinary course of business, generally of short term nature. Those that are binding primarily relate to commitments for food purchases and supplies, amounts owed under contractor and subcontractor agreements, orders submitted for equipment for restaurants under construction, information technology service agreements and marketing initiatives, some of which are related to both company-operated and franchise-operated locations. The Company also has a long-term beverage supply agreement with a major beverage vendor whereby marketing rebates are provided to the Company and its franchisees based upon the volumes of purchases for system-wide restaurants which vary according to demand for beverage syrup. This contract has terms extending into 2021. The Company’s future estimated cash payments under existing contractual purchase obligations for goods and services as of September ~~12, 2017,~~11, 2018, are approximately ~~$63.5~~$57.9 million. The Company has excluded agreements that are cancelable without penalty.

Litigation

In July 2013, a former Del Taco employee filed a purported class action complaint alleging that Del Taco has failed to pay overtime wages and has not appropriately provided meal breaks and wage statement to its California general managers. On March 4, 2016, the Court denied class certification on the overtime and meal period claims. At that time, the Court granted class certification on the wage statement issue only. On June 23, 2017, the Court filed a tentative ruling granting Del Taco’s motion to decertify the sole remaining class. The parties are in the process of stipulating to decertification of the class and expect the Court to approve the stipulation. Legal proceedings are inherently unpredictable, and the Company is not able to predict the ultimate outcome or cost of the unresolved matter. However, based on management’s current understanding of the relevant facts and circumstances, the Company does not believe that these proceedings give rise to a probable or estimable loss and should not have a material adverse effect on the Company’s financial position, operations or cash flows. Therefore, Del Taco has not recorded any amount for the claim as of September 12, 2017.

In March 2014, a former Del Taco employee filed a purported class action complaint alleging that Del Taco has not appropriately provided meal breaks and failed to pay wages to its California hourly employees. Discovery is in process and Del Taco intends to assert all of its defenses to this threatened class action and the individual claims. Del Taco has several defenses to the action that it believes could prevent the certification of the class, as well as the potential assessment of any damages on a class basis. Legal proceedings are inherently unpredictable, and the Company is not able to predict the ultimate outcome or cost of the unresolved matter. However, based on management’s current understanding of the relevant facts and circumstances, the Company does not believe that these proceedings give rise to a probable or estimable loss and should not have a material adverse effect on the Company’s financial position, operations or cash flows. Therefore, Del Taco has not recorded any amount for the claim as of September ~~12, 2017.~~11, 2018.

Del Taco Restaurants, Inc.

Notes to Consolidated Financial Statements (continued)

(Unaudited)

In September 2018, the Equal Employment Opportunity Commission (“EEOC”) filed a complaint on behalf of an individual complainant and an additional class of individuals alleging that Del Taco engaged in unlawful employment practices on the basis of sex and retaliation in violation of Title VII and are seeking an unspecified amount of damages. Del Taco has several defenses to the action that it believes could prevent a finding of liability in the case. Legal proceedings are inherently unpredictable, and Del Taco is not able to predict the ultimate outcome or cost of the unresolved matter. However, based on management’s current understanding of the relevant facts and circumstances, Del Taco does not believe that these proceedings give rise to a probable or estimable loss and should not have a material adverse effect on Del Taco’s financial position, operations or cash flows. Therefore, Del Taco has not recorded any amount for the claim as of September 11, 2018.

The Company and its subsidiaries are parties to other legal proceedings incidental to their businesses, including claims alleging the Company’s restaurants do not comply with the Americans with Disabilities Act of 1990. In the opinion of management, based upon information currently available, the ultimate liability with respect to those other actions will not have a material effect on the operating results, cash flows or the financial position of the Company. However, due to the risks and uncertainties inherent in legal proceedings and litigation, actual results could differ from expectations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended January ~~3, 2017,~~2, 2018, and related notes thereto, along with the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March ~~13, 2017.~~15, 2018.

In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks and uncertainties such as the number of restaurants we intend to open ~~possible stock and warrant repurchases~~ and estimates of our effective tax rates. We use words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” “preliminary,” “guidance” and variations of these words or similar expressions (or the negative versions of such words or expressions) to identify forward-looking statements. These statements are based on assumptions and information available to us as of the date any such statements are made and are subject to risks and uncertainties. These risks and uncertainties include, without limitation, consumer demand, our inability to successfully open company-operated or franchise-operated restaurants or establish new markets, competition in our markets, our inability to grow and manage growth profitably, adverse changes in food and supply costs, our inability to access additional capital, changes in applicable laws or regulations, food safety and foodborne illness concerns, our inability to manage existing and to obtain additional franchisees, our inability to attract and retain qualified personnel, our inability to profitably expand into new markets, and the possibility that we may be adversely affected by other economic, business, and/or competitive factors. Our actual results may differ materially from those anticipated in these forward-looking statements due to these risks and uncertainties, as well as others, including, without limitation, those discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for our fiscal year ended January ~~3, 2017.~~2, 2018. We assume no obligation to update or revise these forward-looking ~~statements.~~statements as a result of new information, future events or any other reason.

Fiscal Year

We operate on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year ~~2016~~2017 is the ~~53-week~~52-week period ended January ~~3, 2017 (Fiscal 2016)~~2, 2018 ("Fiscal 2017"). Fiscal year ~~2017~~2018 will be a 52-week period ended January ~~2, 2018 (Fiscal 2017)~~1, 2019 ("Fiscal 2018").

Overview

We are a nationwide operator and franchisor of restaurants featuring fresh and fast cuisine, including both Mexican inspired and American classic dishes. As of September ~~12, 2017,~~11, 2018, we have ~~558~~567 Del Taco restaurants, a majority of these in the Pacific Southwest. In each of our restaurants, our food is made to order in working kitchens. We serve our customers fresh and high-quality food typical of fast casual restaurants but with the speed, convenience and value associated with traditional quick service restaurants (“QSRs”). With attributes of both a fast casual restaurant and a QSR — a combination we call QSR+ — we occupy a place in the restaurant market distinct from our competitors. With a menu designed to appeal to a wide variety of budgets and tastes and recently updated interior and exterior designs across most of our entire system, we believe that we are poised for growth, operating within the fastest growing segment of the restaurant industry, the limited service restaurant (“LSR”) segment. With an average system check of ~~$7.13~~$7.41 during Fiscal ~~2016,~~2017, we offer a compelling value proposition relative to both QSR and fast casual peers.

Highlights and Trends

Third Quarter ~~2017~~2018 Highlights

Our third quarter ~~2017~~2018 results and highlights include the following:

Total revenues increased ~~6.3%~~6.2% for the twelve weeks ended September 11, 2018 to $117.8 million compared to $111.0 million for the twelve weeks ended September 12, 2017 primarily due to ~~$111.0~~growth in company-operated and franchise-operated same store sales and additional company-operated restaurants open during 2018 compared to 2017, as well as the impact of adopting new revenue recognition standards. Total revenues increased 7.2% for the thirty-six weeks ended September 11, 2018 to $348.2 million compared to ~~$104.4~~$324.9 million for the ~~twelve~~thirty-six weeks ended September ~~6, 2016~~12, 2017 primarily due to growth in company-operated and franchise-operated same store sales and additional restaurants open during ~~2017~~2018 compared to ~~2016. Total revenues increased 7.6% for~~2017, as well as the impact of adopting new revenue recognition standards.

During the twelve weeks ended September 11, 2018, we opened two new company-operated restaurants and three new franchise-operated restaurants and closed three company-operated restaurants and one franchise-operated restaurant. During the thirty-six weeks ended September ~~12, 2017 to $324.9 million compared to $301.8 million for the thirty-six weeks ended September 6, 2016 primarily due to growth in~~11, 2018, we opened a total of six new company-operated restaurants and four new franchise-operated ~~same store sales~~restaurants and ~~additional~~closed four company-operated restaurants ~~open during 2017 compared to 2016.~~

and three franchise-operated restaurants. During the twelve weeks ended September 12, 2017, we opened ~~a total of four~~two new company-operated restaurants and two new franchise-operated ~~restaurants.~~restaurants and closed one company-operated restaurant. During the thirty-six weeks ended September 12, 2017, we opened ~~a total of ten new company-operated and franchise-operated restaurants. During the twelve weeks ended September 6, 2016, we opened a total of~~ three new company-operated restaurants and seven new franchise-operated ~~restaurants. During the thirty-six weeks ended September 6, 2016, we opened a total of six new~~restaurants and closed three company-operated ~~and franchise-operated~~ restaurants.

Same Store Sales

Same store sales growth reflects the change in year-over-year sales for the same store base. We include a restaurant in the same store base in the accounting period following its 18th full month of operations and exclude restaurant closures. The following table shows the same store sales growth for the twelve and thirty-six weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016:~~12, 2017:


	12 Weeks Ended				36 Weeks Ended				12 Weeks Ended				36 Weeks Ended
	September 12, 2017		September 6, 2016		September 12, 2017		September 6, 2016		September 11, 2018		September 12, 2017		September 11, 2018		September 12, 2017
Company-operated same store sales	3.7	%	7.1	%	4.8	%	4.4	%	0.3	%	3.7	%	1.8	%	4.8	%
Franchise-operated same store sales	4.6	%	6.2	%	5.5	%	4.5	%	3.0	%	4.6	%	4.1	%	5.5	%
System-wide same store sales	4.1	%	6.7	%	5.1	%	4.4	%	1.4	%	4.1	%	2.8	%	5.1	%

The increase in company-operated same store sales in the twelve weeks ended September 11, 2018 was driven by an increase in average check size of 2.9% offset by a decrease in traffic of 2.6% compared to the twelve weeks ended September 12, 2017. The increase in company-operated same store sales in the twelve weeks ended September 12, 2017 was driven by an increase in average check size of 4.0%, partially offset by a decrease in traffic of 0.3% compared to the twelve weeks ended September 6, 2016.

The increase in company-operated same store sales in the ~~twelve~~thirty-six weeks ended September ~~6, 2016~~11, 2018 was driven by an increase in average check size of ~~4.8% and an increase~~3.1% offset by a decrease in traffic of ~~2.3%~~1.3% compared to the ~~twelve~~thirty-six weeks ended September ~~8, 2015.~~

12, 2017. The increase in company-operated same store sales in the thirty-six weeks ended September 12, 2017 was driven by an increase in average check size of 4.3% and an increase in traffic of 0.5% compared to the thirty-six weeks ended September 6, 2016. The increase in company-operated same store sales in the thirty-six weeks ended September 6, 2016 was driven by an increase in average check size of 5.1%, partially offset by a decrease in traffic of 0.7% compared to the thirty-six weeks ended September 8, 2015.

Restaurant Development

Del Taco restaurant counts at the end of the twelve weeks and thirty-six weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, are as follows:


	12 Weeks Ended				36 Weeks Ended				12 Weeks Ended				36 Weeks Ended
	September 12, 2017		September 6, 2016		September 12, 2017		September 6, 2016		September 11, 2018		September 12, 2017		September 11, 2018		September 12, 2017
Company-operated restaurant activity:
Beginning of period	304		298		310		297		315		304		312		310
Openings	2		1		3		3		2		2		6		3
Closures	(1	)	—		(3	)	(1	)	(3	)	(1	)	(4	)	(3	)
Purchased from franchisees	—		1		—		1		3		—		3		—
Sold to franchisees	—		—		(5	)	—		—		—		—		(5	)
Restaurants at end of period	305		300		305		300		317		305		317		305
Franchise-operated restaurant activity:
Beginning of period	251		245		241		247		251		251		252		241
Openings	2		2		7		3		3		2		4		7
Closures	—		—		—		(3	)	(1	)	—		(3	)	—
Purchased from Company	—		—		5		—		—		—		—		5
Sold to Company	—		(1	)	—		(1	)	(3	)	—		(3	)	—
Restaurants at end of period	253		246		253		246		250		253		250		253
Total restaurant activity:
Beginning of period	555		543		551		544		566		555		564		551
Openings	4		3		10		6		5		4		10		10
Closures	(1	)	—		(3	)	(4	)	(4	)	(1	)	(7	)	(3	)
Restaurants at end of period	558		546		558		546		567		558		567		558

Since 2012, we have focused on repositioning our brand, increasing brand awareness, re-imaging our restaurants, strengthening operational capabilities and refinancing indebtedness to build a foundation for future organic and new unit growth. New restaurant development is expected to contribute to our growth strategy. We currently plan to open an estimated 2325 to 2428 system-wide restaurants in Fiscal ~~2017.~~2018. From time to time, we and our franchisees may close restaurants.

Key Performance Indicators

In assessing the performance of our business, management utilizes a variety of financial and performance measures.

These key measures include company restaurant sales, same store sales, company-operated average unit volumes, restaurant contribution and restaurant contribution margin, number of new restaurant openings, EBITDA and Adjusted EBITDA.

Company Restaurant Sales

Company restaurant sales consists of sales of food and beverages in company-operated restaurants net of promotional allowances, employee meals and other discounts. Company restaurant sales in any period is directly influenced by the number of operating weeks in such period, the number of open restaurants, same store sales and per restaurant sales.

Seasonal factors and the timing of holidays cause revenue to fluctuate from quarter to quarter. Revenue per restaurant is typically lower in the first quarter due to reduced January traffic. As a result of seasonality, quarterly and annual results of operations and key performance indicators such as company restaurant sales and same store sales may fluctuate.

Same Store Sales Growth

We regularly monitor company, franchise and total system same store sales. Same store sales growth reflects the change in year-over-year sales for the comparable company, franchise and total system restaurant base. We include a restaurant in the same store base in the accounting period following its 18th full month of operations and exclude restaurant closures. As of both September 11, 2018 and September 12, 2017, ~~and September 6, 2016,~~ there were 294 ~~and 290~~ restaurants ~~respectively,~~ in the comparable company-operated restaurant base. As of both September 11, 2018 and September 12, 2017, ~~and September 6, 2016,~~ there were 240 ~~and 237~~ restaurants ~~respectively,~~ in the comparable franchise-operated restaurant base. This measure highlights the performance of existing restaurants as the impact of new restaurant openings is excluded. Same store sales growth can be generated by an increase in the number of transactions and/or by increases in the average check resulting from a shift in menu mix and/or higher prices resulting from new products, promotions or price increases.

Company-Operated Average Unit Volumes

We measure company-operated average unit volumes (AUVs) on both a weekly and an annual basis. Weekly AUVs are calculated by dividing the sales from comparable company-operated restaurants over a seven day period from Wednesday to Tuesday by the number of comparable restaurants. Annual AUVs are calculated by dividing sales for the trailing 52-week period for all company-operated restaurants that are in the comparable base by the total number of restaurants in the comparable base for such period. This measurement allows management to assess changes in consumer traffic and spending patterns at our company-operated restaurants and the overall performance of the restaurant base.

Restaurant Contribution and Restaurant Contribution Margin

Restaurant contribution and restaurant contribution margin are neither required by, nor presented in accordance with U.S. GAAP. Restaurant contribution is defined as company restaurant sales less restaurant operating expenses, which are food and paper costs, labor and related expenses and occupancy and other operating expenses. Restaurant contribution margin is defined as restaurant contribution as a percentage of company restaurant sales. Restaurant contribution and restaurant contribution margin are supplemental measures of operating performance of restaurants and the calculations thereof may not be comparable to those reported by other companies. Restaurant contribution and restaurant contribution margin have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of results as reported under U.S. GAAP. Management believes that restaurant contribution and restaurant contribution margin are important tools for investors because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management uses restaurant contribution and restaurant contribution margin as key performance indicators to evaluate the profitability of incremental sales at Del Taco restaurants, to evaluate restaurant performance across periods and to evaluate restaurant financial performance compared with competitors. See the heading entitled "Management's Use of Non-GAAP Financial Measures" for the reconciliation of restaurant contribution to company restaurant sales.

Number of New Restaurant Openings

The number of restaurant openings reflects the number of new restaurants opened by us and our franchisees during a particular reporting period. Before a new restaurant opens, we and our franchisees incur pre-opening costs, as described below. Some new restaurants open with an initial start-up period of higher than normal sales volumes, which subsequently decrease to stabilized levels. Typically new restaurants experience normal inefficiencies in the form of higher food and paper, labor and other direct operating expenses and, as a result, restaurant contribution margins are generally lower during the start-up period of operation. Typically, the average start-up period after which new company restaurant sales and restaurant operating expenses normalize is approximately 26 to 52 weeks. In new markets, the length of time before average company restaurant sales and restaurant operating expenses for new restaurants stabilize is less predictable and can be longer as a result of limited knowledge of these markets and consumers’ limited awareness of our brand. When we enter new markets, we may be exposed to start-up times that are longer and restaurant contribution margins that are lower than typical historical experience, and these new restaurants may not be profitable and their sales performance may not follow historical patterns.

EBITDA and Adjusted EBITDA

EBITDA represents net income (loss) before interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA represents net income (loss) before interest expense, provision for income taxes, depreciation, amortization and items that we do not consider representative of ongoing operating performance, as identified in the reconciliation table under the heading entitled "Management's Use of Non-GAAP Financial Measures."

EBITDA and Adjusted EBITDA as presented in this quarterly report are supplemental measures of performance that are neither required by, nor presented in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA are not measurements of financial performance under U.S. GAAP and should not be considered as alternatives to net income (loss), income from operations or any other performance measures derived in accordance with U.S. GAAP or as alternatives to cash flow from operating activities as a measure of liquidity. In addition, in evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses or charges such as those added back to calculate EBITDA and Adjusted EBITDA. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of results as reported under U.S. GAAP. Some of these limitations include but are not limited to:


(i)	they do not reflect cash expenditures, or future requirements for capital expenditures or contractual commitments;


(ii)	they do not reflect changes in, or cash requirements for, working capital needs;


(iii)	they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt;


(iv)	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;


(v)	they do not adjust for all non-cash income or expense items that are reflected in the statements of cash flows;


(vi)	they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of ongoing operations; and


(vii)	other companies in the industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts excluded from such non-GAAP financial measures. We further compensate for the limitations in the use of non-GAAP financial measures by presenting comparable U.S. GAAP measures more prominently.

We believe EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and Adjusted EBITDA because (i) we believe these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in their industry, (ii) we believe investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally as benchmarks to compare performance to that of competitors. See the heading entitled "Management's Use of Non-GAAP Financial Measures" for the reconciliation of EBITDA and Adjusted EBITDA to net income (loss).

Key Financial Definitions

Company Restaurant Sales

Company restaurant sales represents sale of food and beverages in company-operated restaurants, net of promotional allowances, employee meals and other discounts. Company restaurant sales in any period is directly influenced by the number of operating weeks in such period, the number of open restaurants, same store sales performance and per restaurant sales.

Franchise Revenue

Franchise revenue consists of franchise royalty income from the franchisee and, to a lesser extent, renewal fees and franchise fees from franchise owners for new franchise restaurant ~~openings.~~openings, as well as other franchise fees. Franchise fees are ~~recognized when all material obligations have been performed and conditions have been satisfied, typically when operations of a new franchise restaurant have commenced. The fees we collect~~collected upon signing a franchise agreement and deferred and recognized as revenue over the term of the franchise agreement and renewal fees are deferred ~~until operations have commenced.~~and recognized over the term of the renewal agreement.

Franchise Advertising Contributions

Franchise advertising contributions consist of a percentage of franchise restaurant's net sales, typically 4%, paid to the Company for advertising and promotional services that the Company provides.

Franchise Sublease Income

Franchise sublease income consists of rental income received from franchisees related to properties where we have subleased a leasehold interest to the franchisee but remain primarily liable to the landlord.

Food and Paper Costs

Food and paper costs include the direct costs associated with food, beverage and packaging of menu items. The components of food and paper costs are variable in nature, change with sales volume and are impacted by menu mix and are subject to increases or decreases based on fluctuations in commodity costs. Other important factors causing fluctuations in food and paper costs include seasonality, promotional activity and restaurant level management of food and paper waste. Food and paper are a significant expense and can be expected to grow proportionally as company restaurant sales grows.

Labor and Related Expenses

Labor and related expenses include all restaurant-level management and hourly labor costs, including wages, benefits, bonuses, workers’ compensation expense, group health insurance, paid leave and payroll taxes. Like other expense items, we expect

labor and related expenses to grow proportionately as company restaurant sales grows. Factors that influence fluctuations in labor and related expenses include minimum wage, paid sick leave and payroll tax legislation, health care and workers compensation costs and the performance of Del Taco restaurants.

Occupancy and Other Operating Expenses

Occupancy and other operating expenses include all other restaurant-level operating expenses, such as rent, utilities, restaurant supplies, repairs and maintenance, credit and debit card processing fees, advertising, insurance, common area maintenance, real estate taxes and other restaurant operating costs.

General and Administrative Expenses

General and administrative expenses are comprised of expenses associated with corporate and regional supervision functions that support the operations of existing restaurants and development of new restaurants, including compensation and benefits, travel expenses, stock-based compensation expenses, legal and professional fees, information systems, corporate office occupancy costs and other related corporate costs. Also included are expenses above the restaurant level, including salaries for field management, such as area and regional managers, and franchise operational support. General and administrative expenses are expected to grow as we grow, including incremental legal, accounting, insurance, investor relations and other expenses that will be incurred as a public company.

Franchise Advertising Expenses

Franchise advertising expenses consist of the franchise portion of advertising expense.

Depreciation and Amortization

Depreciation and amortization expenses are periodic non-cash charges that consist of depreciation of fixed assets, including leasehold improvements and equipment, and amortization of various intangible assets primarily including franchise rights.

Occupancy and Other – Franchise Subleases

Occupancy and other – franchise subleases includes rent, property taxes and common area maintenance paid on properties subleased to franchisees where we remain primarily liable to the landlord.

Pre-opening Costs

Pre-opening costs are incurred in connection with opening of new restaurants and incurred prior to opening, including restaurant labor related to the hiring and training of restaurant employees, as well as supplies, occupancy and other operating expenses associated with the opening of new restaurants. Pre-opening costs are expensed as incurred.

Impairment of Long-Lived Assets

We review long-lived assets such as leasehold improvements, equipment and intangible assets on a unit-by unit basis for impairment. When events or circumstances indicate the carrying value of the assets may not be recoverable, an appropriate impairment charge is recorded. Impairments could increase if performance of company-operated restaurants is not sufficient to recover the carrying amount of the related long-lived assets.

Restaurant Closure Charges, Net

Restaurant closure charges, net, consists primarily of ~~the~~(1) future obligations associated with the closure or net sublease shortfall of a restaurant, including the present value of future lease obligations net of estimated sublease income, if ~~any,~~any; (2) accretion of the liability during the reporting ~~period,~~period; (3) any positive or negative adjustments to the liability as more information becomes ~~available,~~available; (4) sublease income from leases which are treated as deemed landlord ~~financing as well as~~financing; and (5) direct costs related to ~~the~~ restaurant ~~closure.~~closures including lease termination costs.

Loss on Disposal of Assets, Net

Loss on disposal of assets, net includes the loss on disposal of assets related to sales, retirements and replacement or write-off of leasehold improvements, furniture, fixtures or equipment in the ordinary course of business, net of amortization of deferred gains on asset sales associated with sale-leaseback transactions and gains or losses recorded associated with the sale of company-operated ~~stores~~restaurants to franchisees.

Interest Expense

Interest expense consists primarily of interest expense on outstanding debt including capital lease obligations and deemed landlord financing liabilities. Deferred financing costs and debt discount are amortized at cost over the life of the related debt.

~~Transaction-Related Costs~~Other Income

~~Transaction-related costs~~Other income consists of ~~direct costs incurred~~a gain related to the write-off of unfavorable lease liabilities related to franchise subleases which were terminated in connection with the ~~offer to exchange shares~~Company's acquisition of the ~~Company's common stock~~related franchise-operated restaurants (see Note 4 to our unaudited consolidated financial statements for each outstanding warrant and the strategic sale process which commenced during 2014 and resulted in a March 2015 stock purchase agreement and the Business Combination (defined in Note 1 to the consolidated financial

~~statements included in this quarterly report on Form 10-Q) consummated pursuant to the Merger Agreement (also defined in Note 1) on June 30, 2015.~~more information).

Provision for Income Taxes

Provision for income taxes consists of federal and state current and deferred income tax expense.

Results of Operations

Comparison of Results of Operations for the Twelve Weeks Ended September ~~12, 2017~~11, 2018 and Twelve Weeks Ended September ~~6, 2016~~12, 2017

The following table presents operating results for the twelve weeks ended September ~~12, 2017~~11, 2018 and twelve weeks ended September ~~6, 2016,~~12, 2017, in absolute terms and expressed as a percentage of total revenue (or company restaurant sales), as compared below:


	12 Weeks Ended																	12 Weeks Ended
	September 12, 2017						September 6, 2016						Increase / (Decrease)					September 11, 2018						September 12, 2017						Increase / (Decrease)
(Dollar amounts in thousands)	($)			(%)			($)			(%)			($)			(%)		($)			(%)			($)			(%)			($)			(%)
Statement of Operations Data:
Revenue:
Company restaurant sales	$	106,298		95.8	%		$	100,173		95.9	%		$	6,125		6.1	%	$	109,559		93.0	%		$	106,298		95.8	%		$	3,261		3.1	%
Franchise revenue	3,978			3.6			3,686			3.5			292			7.9		4,308			3.7			3,978			3.6			330			8.3
Franchise advertising contributions																		3,155			2.7			—			—			3,155			*
Franchise sublease income	712			0.6			560			0.5			152			27.1		808			0.6			712			0.6			96			13.5
Total revenue	110,988			100.0			104,419			100.0			6,569			6.3		117,830			100.0			110,988			100.0			6,842			6.2
Operating expenses
Restaurant operating expenses:
Food and paper costs	29,648			27.9		⁽¹⁾	27,574			27.5		⁽¹⁾	2,074			7.5		29,601			27.0		⁽¹⁾	29,648			27.9		⁽¹⁾	(47		)	(0.2	)
Labor and related expenses	33,635			31.6		⁽¹⁾	30,748			30.7		⁽¹⁾	2,887			9.4		35,301			32.2		⁽¹⁾	33,635			31.6		⁽¹⁾	1,666			5.0
Occupancy and other operating expenses	22,608			21.3		⁽¹⁾	20,911			20.9		⁽¹⁾	1,697			8.1		22,844			20.9		⁽¹⁾	22,608			21.3		⁽¹⁾	236			1.0
Total restaurant operating expenses	85,891			80.8		⁽¹⁾	79,233			79.1		⁽¹⁾	6,658			8.4		87,746			80.1		⁽¹⁾	85,891			80.8		⁽¹⁾	1,855			2.2
General and administrative	8,817			7.9			8,566			8.2			251			2.9		9,606			8.2			8,817			7.9			789			8.9
Franchise advertising expenses																		3,155			2.7			—			—			3,155			*
Depreciation and amortization	5,522			5.0			5,157			4.9			365			7.1		5,855			5.0			5,522			5.0			333			6.0
Occupancy and other-franchise subleases	654			0.6			521			0.5			133			25.5		762			0.6			654			0.6			108			16.5
Pre-opening costs	354			0.3			94			0.1			260			*		259			0.2			354			0.3			(95		)	(26.9	)
Restaurant closure charges, net	(16		)	*			(133		)	(0.1	)		117			*		672			0.6			(16		)	*			688			*
Loss on disposal of assets, net	233			0.2			54			0.1			179			*		580			0.5			233			0.2			347			—
Total operating expenses	101,455			91.4			93,492			89.5			7,963			8.5		108,635			92.2			101,455			91.4			7,180			7.1
Income from operations	9,533			8.6			10,927			10.5			(1,394		)	(12.8	)	9,195			7.8			9,533			8.6			(338		)	(3.5	)
Other expense
Interest expense	1,628			1.5			1,412			1.4			216			15.3		2,062			1.7			1,628			1.5			434			26.7
Transaction-related costs	—			—			490			0.5			(490		)	(100.0	)
Other income																		(523		)	(0.4	)		—			—			(523		)	*
Total other expense	1,628			1.5			1,902			1.8			(274		)	(14.4	)	1,539			1.3			1,628			1.5			(89		)	(5.5	)
Income from operations before provision for income taxes	7,905			7.1			9,025			8.6			(1,120		)	(12.4	)	7,656			6.5			7,905			7.1			(249		)	(3.1	)
Provision for income taxes	2,804			2.5			4,076			3.9			(1,272		)	(31.2	)	1,782			1.5			2,804			2.5			(1,022		)	(36.4	)
Net income	$	5,101		4.6	%		$	4,949		4.7	%		$	152		3.1	%	$	5,874		5.0	%		$	5,101		4.6	%		$	773		15.2	%


(1)	As a percentage of company restaurant sales.


*	Immaterial/not meaningful

Company Restaurant Sales

Company restaurant sales increased ~~$6.1~~$3.3 million, or ~~6.1%~~3.1%, for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due to an increase in company-operated same store sales of ~~3.7%~~0.3% as well as additional restaurants open during ~~2017~~2018 compared to ~~2016.~~2017. The growth in company-operated same store sales was primarily the result of an increase in average check size of ~~4.0%, partially~~2.9% offset by a decrease in traffic of ~~0.3%~~2.6% compared to the prior period.

Franchise Revenue

Franchise revenue increased $0.3 million, or ~~7.9%~~8.3%, for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due to an increase in franchise-operated same store sales of ~~4.6%, an increase from~~3.0% and the ~~net~~ impact of ~~restaurant openings, transfers, and closures~~adopting new revenue recognition standards.

Franchise Advertising Contributions

Franchise advertising contributions were $3.2 million for the twelve weeks ended September 11, 2018. There were no franchise advertising contributions for the twelve weeks ended September 12, 2017 since we adopted new revenue recognition standards at the ~~beginning~~start of fiscal 2018. See Note 2 to our unaudited consolidated financial statements for more information regarding the ~~third quarter of 2016.~~requirements for the new revenue recognition standards.

Franchise Sublease Income

Franchise sublease income increased ~~$0.2~~$0.1 million, or ~~27.1%~~13.5%, for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due ~~to sublease income related~~ to the sale of one company-operated ~~stores~~restaurant to ~~franchisees~~a franchisee during the ~~first~~fourth quarter of 2017 in which we retained the leasehold interest to the real estate, ~~(see Note 4~~partially offset by a reduction in sublease income due to the purchase of three franchise-operated restaurants during the ~~notes to consolidated financial statements for further discussion).~~third quarter of 2018.

Food and Paper Costs

Food and paper costs ~~increased $2.1 million,~~decreased $47,000, or ~~7.5%~~0.2% for the twelve weeks ended September ~~12, 2017~~11, 2018 due to ~~an increase~~a slight decrease in ~~company restaurant sales and~~ commodity ~~cost inflation.~~prices. As a percentage of company restaurant sales, food and paper costs ~~increased~~were 27.0% for the twelve weeks ended September 11, 2018 compared to 27.9% for the twelve weeks ended September 12, ~~2017 compared to 27.5% for~~2017. This percentage decrease was the ~~twelve weeks ended September 6, 2016. This increase was driven by commodity cost inflation and the impact~~result of ~~unfavorable menu mix, partially offset by modest~~ menu price ~~increases.~~increases and slight commodity deflation.

Labor and Related Expenses

Labor and related expenses increased ~~$2.9~~$1.7 million, or ~~9.4%~~5.0% for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due to increased labor costs resulting from a California minimum wage increase on January 1, ~~2017,~~2018, a Los Angeles minimum wage increase on July 1, ~~2017, increased paid sick leave expense~~2018 and an increase in payroll related taxes, partially offset by a reduction in workers compensation expense based on lower payments and reserves related to underlying claims activity. As a percentage of company restaurant sales, labor and related expenses were 32.2% for the twelve weeks ended September 11, 2018 compared to 31.6% for the twelve weeks ended September 12, ~~2017 compared to 30.7% for the twelve weeks ended September 6, 2016.~~2017. This percentage increase resulted primarily from the impact of the increased California minimum wage and Los Angeles minimum wage ~~increased paid sick leave expense~~ and increased payroll tax expense discussed above, as well as a loss of leverage due to negative traffic, partially offset by the impact of ~~modest~~ menu price ~~increases.~~increases and reduced workers compensation expense.

Occupancy and Other Operating Expenses

Occupancy and other operating expenses increased ~~$1.7~~$0.2 million, or ~~8.1%~~1.0% for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due to increases in occupancy costs, utilities ~~advertising, repairs, supplies and maintenance expense, rent, insurance~~ and credit and debit card processing ~~fees.~~fees, partially offset by a decrease in repairs, maintenance, supplies and advertising expense. As a percentage of company restaurant sales, occupancy and other operating expenses were 20.9% for the twelve weeks ended September 11, 2018 compared to 21.3% for the twelve weeks ended September 12, ~~2017 compared to 20.9% for the twelve weeks ended September 6, 2016.~~2017. This percentage ~~increase~~decrease resulted primarily from ~~increased~~decreased advertising ~~repairs, supplies and maintenance expense and insurance expense discussed above, partially offset by~~based on the ~~impact~~timing of ~~same store sales increases that helped to reduce utilities and rent expense as a percentage of company restaurant sales.~~expenditures.

General and Administrative Expenses

General and administrative expenses increased ~~$0.3~~$0.8 million, or ~~2.9%~~8.9% for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due to an increase in ~~salaries,~~ stock-based compensation, legal and related expenses, incremental public company costs to support Sarbanes-Oxley Section 404(b) compliance in 2018 ~~partially offset by~~and the expense side of the other franchise revenues that are now reported

on a ~~reduction in performance-based management incentive compensation and legal expenses.~~gross basis. As a percentage of total revenue, general and administrative expense was 8.2% for the twelve weeks ended September 11, 2018 compared to 7.9% for the twelve weeks ended September 12, ~~2017 compared to 8.2% for the twelve weeks ended September 6, 2016.~~2017. The ~~decrease~~increase as a percent of total revenue was due to ~~a decrease in performance-based management incentive compensation and legal expenses and increased total revenues,~~the increases described above, partially offset by the ~~increases discussed above.~~impact of increased revenues.

Franchise Advertising Expenses

Franchise advertising expenses were $3.2 million for the twelve weeks ended September 11, 2018 and directly related to franchise advertising expenses. These amounts offset against franchise advertising contributions included in revenue. There were no franchise advertising expenses for the twelve weeks ended September 12, 2017 since we adopted new revenue recognition standards at the start of fiscal 2018. See Note 2 to our unaudited consolidated financial statements for more information regarding the requirements for the new revenue recognition standards.

Depreciation and Amortization

Depreciation and amortization expenses increased ~~$0.4~~$0.3 million, or ~~7.1%~~6.0% for the twelve weeks ended September ~~12, 2017,~~11, 2018, primarily due to the addition of new ~~assets partially offset by assets that became fully depreciated in the prior fiscal year.~~property and equipment. As a percentage of total revenue, depreciation and amortization expenses was 5.0% for both the twelve weeks ended September 11, 2018 and the twelve weeks ended September 12, ~~2017 compared to 4.9% for the twelve weeks ended September 6, 2016.~~

2017.

Occupancy and Other – Franchise Sublease

Occupancy and other – franchise sublease was ~~$0.7~~$0.8 million and ~~$0.5~~$0.7 million for the twelve weeks ended September 11, 2018 and September 12, 2017, ~~and September 6, 2016,~~ respectively. The increase was primarily due to sublease expense related to the sale of company-operated restaurants to franchisees during the first quarter of 2017 (see Note 4 of the notes to consolidated financial statements for further discussion).

Pre-opening Costs

Pre-opening costs were $0.3 million and $0.4 million for the twelve weeks ended September 11, 2018 and September 12, 2017, ~~compared to $0.1 million for the twelve weeks ended September 6, 2016. The increase was~~respectively, due to ~~an increased level of~~slightly less pre-opening activity compared to ~~the prior~~last year.

Restaurant Closure Charges, Net

Restaurant closure charges, net, were approximately $0.7 million for the twelve weeks ended September 11, 2018 compared to approximately $(16,000) for the twelve weeks ended September 12, ~~2017 compared~~2017. The current quarter activity primarily includes an adjustment of $0.5 million to ~~$(133,000)~~increase the lease termination liability for ~~the~~two restaurants due to a change in estimate, lease termination costs of $0.2 million and accretion expense, partially offset by sublease income from leases which are treated as deemed landlord financing. The twelve weeks ended September ~~6, 2016. The current quarter activity primarily~~12, 2017 includes sublease income from leases which are treated as deemed landlord financing, partially offset by accretion expense. The twelve weeks ended September 6, 2016 includes an adjustment to decrease the lease termination liability for one closed restaurant due to a change in estimate, accretion expense and other incremental charges related to the 12 underperforming restaurants we closed during the fourth fiscal quarter of 2015.

Loss on Disposal of Assets, Net

Loss on disposal of assets, net was ~~$0.2~~$0.6 million and ~~$0.1~~$0.2 million for the twelve weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. Current year net loss on disposal of assets was primarily related to the closure of three company-operated restaurants. Prior year net loss on disposal of assets was primarily related to the closure of one company-operated restaurant and the disposal and replacement of certain restaurant equipment. ~~Prior year loss was primarily related to the disposal and replacement of certain restaurant equipment.~~

Interest Expense

Interest expense was ~~$1.6~~$2.1 million and ~~$1.4~~$1.6 million for the twelve weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. The increase is primarily due to an increase in interest rates ~~partially offset by~~and a ~~lower~~slightly higher level of debt outstanding ~~during~~compared to the ~~current~~prior year.

~~Transaction-Related Costs~~Other Income

~~Transaction-related costs were~~Other income was $0.5 million for the twelve weeks ended September ~~6, 2016~~11, 2018 and ~~primarily consist~~consists of ~~direct costs incurred~~a gain related to the write-off of unfavorable lease liabilities related to franchise subleases which were terminated in connection with the ~~offer to exchange shares~~Company's acquisition of the ~~Company's common stock~~related franchise-operated restaurants (see Note 4 to our unaudited consolidated financial statements for ~~each outstanding warrant.~~more information). There ~~were~~was no ~~such transaction-related costs~~other income for the twelve weeks ended September 12, 2017.

Provision for Income Taxes

The effective income tax rates were 23.3% for the twelve weeks ended September 11, 2018 compared to 35.5% for the twelve weeks ended September 12, ~~2017 compared to 45.2%~~2017. The provision for income taxes was $1.8 million for the twelve weeks ended September ~~6, 2016. The provision for income taxes consisted of income tax expense of~~11, 2018 and $2.8 million for the twelve weeks ended September 12, 2017. The reduced effective income tax rate in 2018 compared to 2017 is primarily due to the Tax Cuts and ~~$4.1 million for~~Jobs Act enacted on December 22, 2017 which reduced the United States federal corporate income tax rate from 35% to 21%. The income tax expense related to the twelve weeks ended September ~~6, 2016.~~11, 2018 is driven by our estimated annual effective income tax rate which primarily consists of statutory federal and state tax rates based on apportioned income and the impact of non-tax deductible compensation to executives, reduced by higher stock compensation expense deductible for tax related to the June 30, 2018 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits. The income tax expense related to the twelve weeks ended September 12, 2017 is driven by our estimated annual effective income tax rate which primarily consists of statutory federal and state tax rates based on apportioned income, reduced by higher stock compensation expense deductible for tax related to the June 30, 2017 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits. ~~The income tax expense related to the twelve weeks ended September 6, 2016 is driven by our estimated effective income tax rate which primarily consists~~

Results of statutory federal and state tax rates based on apportioned income, as well as providing for deferred tax liabilities for the excess of the amount for financial reporting over the tax basis of an investment in a domestic subsidiary. In addition, the effective tax rate is also driven by transaction-related costs incurred in connection with the warrant tender offer which are not deductible for taxes as well as lower stock compensation expense deductible for tax related to the June 30, 2016 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by federal targeted job credits.

Operations

Comparison of Results of Operations for the Thirty-Six Weeks Ended September ~~12, 2017~~11, 2018 and Thirty-Six Weeks Ended September ~~6, 2016~~12, 2017

The following table presents operating results for the thirty-six weeks ended September ~~12, 2017~~11, 2018 and thirty-six weeks ended September ~~6, 2016,~~12, 2017, in absolute terms and expressed as a percentage of total revenue (or company restaurant sales), as compared below:


	36 Weeks Ended																	36 Weeks Ended
	September 12, 2017						September 6, 2016						Increase / (Decrease)					September 11, 2018						September 12, 2017						Increase / (Decrease)
(Dollar amounts in thousands)	($)			(%)			($)			(%)			($)			(%)		($)			(%)			($)			(%)			($)			(%)
Statement of Operations Data:
Revenue:
Company restaurant sales	$	311,542		95.9	%		$	289,640		96.0	%		$	21,902		7.6	%	$	324,468		93.2	%		$	311,542		95.9	%		$	12,926		4.1	%
Franchise revenue	11,494			3.5			10,591			3.5			903			8.5		12,249			3.6			11,494			3.5			755			6.6
Franchise advertising contributions																		9,227			2.6			—			—			9,227			*
Franchise sublease income	1,878			0.6			1,617			0.5			261			16.1		2,253			0.6			1,878			0.6			375			20.0
Total revenue	324,914			100.0			301,848			100.0			23,066			7.6		348,197			100.0			324,914			100.0			23,283			7.2
Operating expenses
Restaurant operating expenses:
Food and paper costs	86,336			27.7		⁽¹⁾	80,061			27.6		⁽¹⁾	6,275			7.8		88,656			27.3		⁽¹⁾	86,336			27.7		⁽¹⁾	2,320			2.7
Labor and related expenses	100,041			32.1		⁽¹⁾	90,781			31.3		⁽¹⁾	9,260			10.2		105,541			32.5		⁽¹⁾	100,041			32.1		⁽¹⁾	5,500			5.5
Occupancy and other operating expenses	64,243			20.6		⁽¹⁾	60,560			20.9		⁽¹⁾	3,683			6.1		67,457			20.8		⁽¹⁾	64,243			20.6		⁽¹⁾	3,214			5.0
Total restaurant operating expenses	250,620			80.4		⁽¹⁾	231,402			79.9		⁽¹⁾	19,218			8.3		261,654			80.6		⁽¹⁾	250,620			80.4		⁽¹⁾	11,034			4.4
General and administrative	27,177			8.4			25,072			8.3			2,105			8.4		30,356			8.7			27,177			8.4			3,179			11.7
Franchise advertising expenses																		9,227			2.6			—			—			9,227			*
Depreciation and amortization	15,903			4.9			16,175			5.4			(272		)	(1.7	)	17,616			5.1			15,903			4.9			1,713			10.8
Occupancy and other-franchise subleases	1,738			0.5			1,534			0.5			204			13.3		2,051			0.6			1,738			0.5			313			18.0
Pre-opening costs	531			0.2			222			0.1			309			*		900			0.3			531			0.2			369			69.5
Impairment of long-lived assets																		1,661			0.5			—			—			1,661			*
Restaurant closure charges, net	(1		)	*			(121		)	*			120			(99.2	)	635			0.2			(1		)	*			636			*
Loss on disposal of assets, net	524			0.2			191			0.1			333			*		760			0.2			524			0.2			236			44.8
Total operating expenses	296,492			91.3			274,475			90.9			22,017			8.0		324,860			93.3			296,492			91.3			28,368			9.6
Income from operations	28,422			8.7			27,373			9.1			1,049			3.8		23,337			6.7			28,422			8.7			(5,085		)	(17.9	)
Other expense
Interest expense	4,798			1.5			4,289			1.4			509			11.9		5,984			1.7			4,798			1.5			1,186			24.7
Transaction-related costs	—			—			681			0.2			(681		)	(100.0	)
Other income																		(523		)	(0.2	)		—			—			(523		)	*
Total other expense	4,798			1.5			4,970			1.6			(172		)	(3.5	)	5,461			1.6			4,798			1.5			663			13.8
Income from operations before provision for income taxes	23,624			7.3			22,403			7.4			1,221			5.5		17,876			5.1			23,624			7.3			(5,748		)	(24.3	)
Provision for income taxes	8,955			2.8			9,529			3.2			(574		)	(6.0	)	4,563			1.3			8,955			2.8			(4,392		)	(49.0	)
Net income	$	14,669		4.5	%		$	12,874		4.3	%		$	1,795		13.9	%	$	13,313		3.8	%		$	14,669		4.5	%		$	(1,356	)	(9.2	)%


(1)	As a percentage of company restaurant sales.


*	Immaterial/not meaningful

Company Restaurant Sales

Company restaurant sales increased ~~$21.9~~$12.9 million, or ~~7.6%~~4.1%, for the thirty-six weeks ended September ~~12, 2017,~~11, 2018, primarily due to an increase in company-operated same store sales of ~~4.8% as well as additional restaurants open during 2017 compared to 2016.~~1.8%. The growth in company-operated same store sales was primarily the result of an increase in average check size of ~~4.3%, and an increase~~3.1% offset by a decrease in traffic of ~~0.5%~~1.3% compared to the prior period.

Franchise Revenue

Franchise revenue increased ~~$0.9~~$0.8 million, or ~~8.5%~~6.6%, for the thirty-six weeks ended September ~~12, 2017,~~11, 2018, primarily due to an increase in franchise-operated same store sales of ~~5.5%, an increase from the net impact of restaurant openings, transfers,~~4.1% and ~~closures since the beginning of the first quarter of 2016,~~additional restaurants open during 2018 compared to 2017, as well as ~~an increase~~the impact of adopting new revenue recognition standards, partially offset by a reduction in initial fees.

Franchise Advertising Contributions

Franchise advertising contributions were $9.2 million for the thirty-six weeks ended September 11, 2018. There were no franchise advertising contributions for the thirty-six weeks ended September 12, 2017 since we adopted new revenue recognition standards at the start of fiscal 2018. See Note 2 to our unaudited consolidated financial statements for more information regarding the requirements for the new revenue recognition standards.

Franchise Sublease Income

Franchise sublease income increased ~~$0.3~~$0.4 million, or ~~16.1%~~20.0%, for the thirty-six weeks ended September ~~12, 2017~~11, 2018, primarily due ~~to sublease income related~~ to the sale of five company-operated ~~stores~~restaurants sold to franchisees during the first quarter of 2017 and one company-operateed restaurant sold to a franchisee in the fourth quarter of 2017 in which we retained the leasehold interest to the real estate, ~~(see Note 4~~partially offset by a reduction in sublease income due to the purchase of three franchise-operated restaurants during the ~~notes to consolidated financial statements for further discussion).~~third quarter of 2018.

Food and Paper Costs

Food and paper costs increased ~~$6.3~~$2.3 million, or ~~7.8%~~2.7% for the thirty-six weeks ended September ~~12, 2017~~11, 2018 due to an increase in company restaurant sales and the impact of modest commodity cost inflation. As a percentage of company restaurant sales, food and paper costs ~~increased slightly~~were 27.3% for the thirty-six weeks ended September 11, 2018 compared to 27.7% for the thirty-six weeks ended September 12, ~~2017 compared to 27.6% for~~2017. This percentage decrease was the ~~thirty-six weeks ended September 6, 2016. This increase was driven~~result of menu price increases partially offset by ~~commodity cost inflation and~~ the impact of ~~unfavorable menu mix, partially offset by~~ modest ~~menu price increases.~~commodity inflation.

Labor and Related Expenses

Labor and related expenses increased ~~$9.3~~$5.5 million, or ~~10.2%~~5.5% for the thirty-six weeks ended September ~~12, 2017,~~11, 2018, primarily due to increased labor costs resulting from a California minimum wage increase on January 1, ~~2017,~~2018, a Los Angeles minimum wage increase on July 1, ~~2017,~~2018 and an increase in payroll related taxes, ~~an increase~~partially offset by a reduction in workers compensation expense ~~due to higher~~based on lower payments and reserves related to underlying claims ~~activity and increased paid sick leave expense.~~activity. As a percentage of company restaurant sales, labor and related expenses were 32.5% for the thirty-six weeks ended September 11, 2018 compared to 32.1% for the thirty-six weeks ended September 12, ~~2017 compared to 31.3% for the thirty-six weeks ended September 6, 2016.~~2017. This percentage increase resulted primarily from the impact of the increased California minimum wage and Los Angeles minimum wage and increased payroll tax ~~expense, increased workers compensation expense and increased paid sick leave~~ expense discussed above, partially offset by the increase in company restaurant sales, the impact of modest menu price increases and ~~the same store sales increase in traffic which helps to leverage the fixed components of labor costs.~~reduced workers compensation expense.

Occupancy and Other Operating Expenses

Occupancy and other operating expenses increased ~~$3.7~~$3.2 million, or ~~6.1%~~5.0% for the thirty-six weeks ended September ~~12, 2017,~~11, 2018, primarily due to increases in ~~rent and property taxes,~~ advertising expense, utilities, ~~repairs,~~occupancy costs, supplies ~~and maintenance expense,~~ and credit and debit card processing fees, partially offset by ~~decreases in insurance.~~reduced repair and maintenance expense. As a percentage of company restaurant sales, occupancy and other operating expenses were 20.8% for the thirty-six weeks ended September 11, 2018 compared to 20.6% for the thirty-six weeks ended September 12, ~~2017 compared to 20.9% for the thirty-six weeks ended September 6, 2016.~~2017. This ~~overall reduction as a percent of company restaurant sales was primarily due to reduced insurance~~percentage increase resulted from increased occupancy costs, credit and debit card processing fees and advertising expense ~~and~~based on the timing of advertising expense, as well as same store sales increases which helped to reduce utilities and rent as a percentage of company restaurant sales, partially offset by increased repairs, supplies and maintenance expense as a percent of company restaurant sales.expenditures discussed above.

General and Administrative Expenses

General and administrative expenses increased ~~$2.1~~$3.2 million, or ~~8.4%~~11.7% for the thirty-six weeks ended September ~~12, 2017,~~11, 2018, primarily due to an increase in ~~salaries, performance-based management incentive compensation,~~ stock-based compensation, ~~travel~~legal and related expenses, incremental public company costs to support Sarbanes-Oxley Section 404(b) compliance in 2018 and the expense side of the other franchise revenues that are now reported on a gross basis, partially offset by a reduction in ~~legal expenses.~~performance-based management incentive compensation. As a percentage of total revenue, general and administrative expense was 8.7% for the thirty-six weeks ended September 11, 2018 compared to 8.4% for the thirty-six weeks ended September 12, ~~2017 compared to 8.3% for the thirty-six weeks ended September 6, 2016.~~2017. The increase as a percent of total revenue was due to the increases described above, ~~mentioned cost increases,~~ partially offset by ~~reduced legal~~the decrease discussed above and the impact of increased revenues.

Franchise Advertising Expenses

Franchise advertising expenses were $9.2 million for the thirty-six weeks ended September 11, 2018 and ~~increased total~~directly related to franchise advertising expenses. These amounts offset against franchise advertising contributions included in revenue.

There were no franchise advertising expenses for the thirty-six weeks ended September 12, 2017 since we adopted new revenue recognition standards at the start of fiscal 2018. See Note 2 to our unaudited consolidated financial statements for more information regarding the requirements for the new revenue recognition standards.

Depreciation and Amortization

Depreciation and amortization expenses ~~decreased $0.3~~increased $1.7 million, or ~~1.7%~~10.8% for the thirty-six weeks ended September ~~12, 2017,~~11, 2018, primarily due to ~~assets that became fully depreciated in the prior fiscal year partially offset by~~ the addition of new ~~assets.~~property and equipment and the write-off of franchise right assets related to the franchise restaurants that closed during 2018. As a percentage of total revenue, depreciation and amortization expenses was 5.1% for the thirty-six weeks ended September 11, 2018 compared to 4.9% for the thirty-six weeks ended September 12, ~~2017 compared to 5.4% for the thirty-six weeks ended September 6, 2016.~~2017.

Occupancy and Other – Franchise Sublease

Occupancy and other – franchise sublease was ~~$1.7~~$2.1 million and ~~$1.5~~$1.7 million for the thirty-six weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. The increase ~~of $0.2 million~~ was primarily due to sublease expense related to the sale of five company-operated restaurants sold to franchisees during the first quarter of 2017 and one company-operated restaurant sold to a franchisee during the fourth quarter of 2017, partially offset by a reduction in ~~which we retained the leasehold interest~~sublease expense due to the ~~real estate (see Note 4~~purchase of three franchise-operated restaurants during the ~~notes to consolidated financial statements for further discussion).~~third quarter 2018.

Pre-opening Costs

Pre-opening costs were $0.9 million for the thirty-six weeks ended September 11, 2018 compared to $0.5 million for the thirty-six weeks ended September 12, ~~2017 compared to $0.2 million for the thirty-six weeks ended September 6, 2016.~~2017. The increase was due to an increased level of pre-opening activity compared to the prior year.

Impairment of Long-Lived Assets

We recorded impairment charges of $1.7 million during the thirty-six weeks ended September 11, 2018 related to our evaluation of long-lived assets underlying two restaurants, in California and Georgia, which had indicators of impairment. No such impairment charges were recorded during the thirty-six weeks ended September 12, 2017.

Restaurant Closure Charges, Net

Restaurant closure charges, net, were approximately $0.6 million for the thirty-six weeks ended September 11, 2018 compared to approximately $(1,000) for the thirty-six weeks ended September 12, ~~2017 compared~~2017. The current year activity primarily includes an adjustment of $0.5 million to ~~$(121,000)~~increase the lease termination liability for ~~the~~two restaurants due to a change in estimate, lease termination costs of $0.2 million and accretion expense, partially offset by sublease income from leases which are treated as deemed landlord financing. The thirty-six weeks ended September ~~6, 2016. Current year activity primarily~~12, 2017 includes sublease income from leases which are treated as deemed landlord financing, ~~offset by accretion expense. The thirty-six weeks ended September 6, 2016 includes net adjustments to decrease the lease termination liability due to changes in estimates,~~ partially offset by accretion ~~expense and other incremental charges related to the 12 underperforming restaurants we closed during the fourth fiscal quarter of 2015.~~ expense.

Loss on Disposal of Assets, Net

Loss on disposal of assets, net was ~~$0.5~~$0.8 million and ~~$0.2~~$0.5 million for the thirty-six weeks ended September 11, 2018 and September 12, 2017, ~~and September 6, 2016,~~ respectively. Current year net loss was primarily related to the closure of four company-operated restaurants and the write-off of leasehold improvements associated with two temporary company-operated restaurant closures,

mostly offset by insurance recovery and a gain on the disposal of assets. The two temporary closures were related to a fire at one restaurant and a construction defect matter at another restaurant. We expect to record future gains related to additional insurance proceeds and legal recoveries and expect the temporary closures will impact per week operating results until both restaurants reopen. One restaurant reopened in the fourth quarter of 2018 and the other restaurant is expected to open in the first half of 2019. Prior year loss was primarily related to the closure of three company-operated restaurants, a loss on the ~~sale~~sales leaseback of owned land and building for an existing company-operated restaurant and the replacement of certain leasehold improvements and restaurant equipment, partially offset by net gains recorded associated with the sale of company-operated ~~stores~~restaurants to franchisees (see Note 4 of the notes to consolidated financial statements for further discussion). Prior year loss was primarily related to the closure of one company-operated restaurant and replacement of certain restaurant equipment.franchisees.

Interest Expense

Interest expense was ~~$4.8~~$6.0 million and ~~$4.3~~$4.8 million for the thirty-six weeks ended September ~~12, 2017~~11, 2018 and September ~~6, 2016,~~12, 2017, respectively. The increase is primarily due to an increase in interest ~~rates.~~rates compared to the prior year.

~~Transaction-Related Costs~~Other Income

~~Transaction-related costs were $0.7~~Other income was $0.5 million for the thirty-six weeks ended September ~~6, 2016~~11, 2018 and ~~primarily consist~~consists of ~~direct costs incurred in connection with offer~~a gain related to ~~exchange shares~~the write-off of ~~the Company's common stock for each outstanding Company warrant and direct costs incurred~~unfavorable lease liabilities related to franchise subleases which were terminated in connection with the ~~Business Combination which closed on June 30, 2015.~~Company's acquisition of the related franchise-operated restaurants (see Note 4 to our unaudited consolidated financial statements for more information). There ~~were~~was no ~~such transaction-related costs~~other income for the thirty-six weeks ended September 12, 2017.

Provision for Income Taxes

The effective income tax rates were 25.5% for the thirty-six weeks ended September 11, 2018 compared to 37.9% for the thirty-six weeks ended September 12, ~~2017 compared to 42.5%~~2017. The provision for income taxes was $4.6 million for the thirty-six weeks ended September ~~6, 2016. The provision for income taxes consisted of income tax expense of~~11, 2018 and $9.0 million for the thirty-six weeks ended September 12, 2017. The reduced effective income tax rate in 2018 compared to 2017 is primarily due to the Tax Cuts and ~~$9.5 million for~~Jobs Act enacted on December 22, 2017 which reduced the United States federal corporate income tax rate from 35% to 21%. The income tax expense related to the thirty-six weeks ended September ~~6, 2016.~~11, 2018 is driven by our estimated annual effective income tax rate which primarily consists of statutory federal and state tax rates based on apportioned income and the impact of non-tax deductible compensation to executives, reduced by higher stock compensation expense deductible for tax related to the June 30, 2018 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits. The income tax expense related to the thirty-six weeks ended September 12, 2017 is driven by our estimated annual effective income tax rate which primarily consists of statutory federal and state tax rates based on apportioned income, reduced by higher stock compensation expense deductible for tax related to the June 30, 2017 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, as well as federal targeted job credits. The income tax expense related to the thirty-six weeks ended September 6, 2016 is driven by our estimated effective income tax rate which primarily consists of statutory federal and state tax rates based on apportioned income, as well as providing for deferred tax liabilities for the excess of the amount for financial reporting over the tax basis of an investment in a domestic subsidiary. In addition, the effective tax rate is also driven by transaction-related costs incurred in connection with the warrant tender offer which are not deductible for taxes as well as lower stock compensation expense deductible for tax related to the June 30, 2016 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by federal targeted job credits.

Liquidity and Capital Resources

Potential Impacts of Market Conditions on Capital Resources

In recent years, we have experienced increases in same store sales and restaurant contribution. However, the restaurant industry is highly competitive and uncertainty exists as to the sustainability of these favorable trends.

We believe that expected cash flow from operations, available cash of ~~$7.0~~$6.6 million at September ~~12, 2017~~11, 2018 and available borrowing capacity of ~~$83.8~~$80.7 million at September ~~12, 2017~~11, 2018 will be adequate to fund debt service requirements, operating lease obligations, capital expenditures and working capital obligations for at least the next 12 months. However, the ability to continue to meet these requirements and obligations will depend on, among other things, the ability to achieve anticipated levels of revenue and cash flow and the ability to manage costs and working capital successfully.

Summary of Cash Flows

Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and our senior secured credit facilities. Our primary requirements for liquidity and capital are new restaurants, existing restaurant capital investments (primarily maintenance and roll-out of equipment related to our strategy to emphasize freshness and speed), investments in infrastructure and information technology, interest payments on debt, lease obligations, income tax payments, purchases under our share and warrant repurchase program and working capital and general corporate needs. The working capital requirements are not significant since customers pay for their purchases in cash or by payment card (credit or debit) at the time of sale. Thus, we are able to sell many inventory items before we have to pay suppliers for such items since we typically have payment terms for our food and paper suppliers. Our company-operated restaurants do not require significant inventories.

The following table presents summary cash flow information for the periods indicated (in thousands).


	36 Weeks Ended						36 Weeks Ended
	September 12, 2017			September 6, 2016			September 11, 2018			September 12, 2017
Net cash provided by (used in)
Operating activities	$	43,860		$	38,696		$	44,308		$	43,860
Investing activities	(20,902		)	(24,676		)	(32,200		)	(20,902		)
Financing activities	(24,731		)	(12,611		)	(12,039		)	(24,731		)
Net (decrease) increase in cash	$	(1,773	)	$	1,409
Net increase (decrease) in cash							$	69		$	(1,773	)

Cash Flows Provided by Operating Activities

In the thirty-six weeks ended September 11, 2018, cash flows provided by operating activities were $44.3 million. The cash flows provided by operating activities resulted from net income of $13.3 million, non-cash adjustments for asset depreciation and amortization of $17.3 million, stock-based compensation of $4.1 million, deferred income taxes of $0.7 million, restaurant closure charges of $0.6 million, a loss on disposal of assets of $0.7 million, impairment of long-lived assets of $1.7 million and net working capital requirements of $5.9 million.

In the thirty-six weeks ended September 12, 2017, cash flows provided by operating activities were $43.9 million. The cash flows provided by operating activities resulted from net income of $14.7 million, non-cash adjustments for asset depreciation and amortization of $15.7 million, stock-based compensation of $3.3 million, deferred income taxes of $2.6 million, loss on disposal of assets of $0.5 million, restaurant closure charges of $0.1 million and net working capital requirements of $7.0 million.

Cash Flows Used in Investing Activities

In the thirty-six weeks ended September ~~6, 2016,~~11, 2018, cash flows ~~provided by operating~~used in investing activities were ~~$38.7 million. The cash flows provided by operating activities resulted from net income~~$32.2 million, which were primarily the result of ~~$12.9 million, non-cash adjustment for asset depreciation~~purchase of property and ~~amortization~~equipment and other assets of ~~$16.0 million, deferred income taxes of $6.0 million, stock-based compensation of $2.6 million, net working capital requirements of $1.4~~$31.7 million and ~~loss on disposal~~the acquisition of ~~assets~~four franchise-operated restaurants of ~~$0.2~~$1.8 million, partially offset by ~~restaurant closures charges~~proceeds from the disposal of ~~$0.4~~property and equipment for $1.3 million.

~~Cash Flows Used in Investing Activities~~

In the thirty-six weeks ended September 12, 2017, cash flows used in investing activities were $20.9 million, which were primarily the result of the purchase of property and equipment and other assets of $30.8 million, partially offset by proceeds from the disposal of property and equipment of $7.7 million and proceeds from the sale of five company-operated restaurants for $2.2 million. ~~See Note 4 of the notes to consolidated financial statements included elsewhere~~

Cash Flows Used in ~~this quarterly report on Form 10-Q for more information.~~Financing Activities

In the thirty-six weeks ended September ~~6, 2016,~~11, 2018, cash flows used in ~~investing~~financing activities were ~~$24.7 million, which~~$12.0 million. The cash flows used in financing activities were primarily the result of the repurchase of 642,862 shares of our common stock and 26,915 warrants for an aggregate purchase price of ~~property~~$7.8 million, including incremental direct costs to acquire the shares and ~~equipment~~warrants, payments of tax withholding of $2.4 million related to restricted stock vesting and ~~other assets.~~payments on capital lease and deemed landlord financing totaling $1.0 million, offset by proceeds from exercise of stock options of $0.2 million. In addition, during the thirty-six weeks ended September 11, 2018, we borrowed $17.0 million on the revolving credit facility and made payments of $18.0 million on the revolving credit facility.

~~Cash Flows Used in Financing Activities~~

In the thirty-six weeks ended September 12, 2017, cash flows used in financing activities were $24.7 million. The cash flows used in financing activities were primarily the result of the repurchase of approximately 737,287 shares of our common stock and 401,186 warrants for an aggregate purchase price of $10.7 million, including incremental direct costs to acquire the shares and warrants, payments on capital lease and deemed landlord financing totaling $1.1 million and payments of tax withholding of $1.9 million related to restricted stock ~~vesting and payments on capital lease and deemed landlord financing totaling $1.1 million. In addition, during~~vesting. During the thirty-six weeks ended September 12, 2017, we borrowed $19.0 million on the revolving credit facility and made payments of $30.0 ~~million on the revolving credit facility.~~

In the thirty-six weeks ended September 6, 2016, cash flows used in financing activities were $12.6 million. The cash flows used in financing activities were primarily the result of the repurchase of approximately 1,134,790 shares of our common stock and 476,806 warrants for an aggregate purchase price of $12.2 million, including incremental direct costs to acquire the shares, payments on capital lease and deemed landlord financing totaling $1.2 million, payments of tax withholding of $0.9 million related to restricted stock vesting and payment for interest rate cap of $0.3 million. During the thirty-six weeks ended September 6, 2016, we borrowed $14.0 million on the revolving credit facility and made payments of $12.0 million on the revolving credit facility.

Debt and Other Obligations

Senior Credit Facility

On August 4, 2015, we refinanced our existing senior credit facility and entered into the 2015 Senior Credit Facility which matures on August 4, 2020, and provides for a $250 million revolving credit facility. The 2015 Senior Credit Facility contains certain financial covenants, including the maintenance of a consolidated total lease adjusted leverage ratio and a consolidated fixed charge coverage ratio. We were in compliance with the financial covenants as of September ~~12, 2017.~~11, 2018.

The 2015 Senior Credit Facility does not have scheduled principal payments until its maturity on August 4, 2020.

At September ~~12, 2017,~~11, 2018, the weighted-average interest rate on the outstanding balance of the 2015 Senior Credit Facility was ~~3.0%~~3.8%. As of September ~~12, 2017~~11, 2018 there were ~~$148.0~~$152.0 million of borrowings under the 2015 Senior Credit Facility and letters of credit outstanding of ~~$18.2~~$17.3 million. Unused borrowing capacity at September ~~12, 2017~~11, 2018 was ~~$83.8~~$80.7 million.

Hedging Arrangements

In June 2016, we entered into an interest rate cap agreement that became effective July 1, 2016, to hedge cash flows associated with interest rate fluctuations on variable rate debt, with a termination date of March 31, 2020 ("2016 Interest Rate Cap Agreement"). The 2016 Interest Rate Cap Agreement had an initial notional amount of $70.0 million of the 2015 Senior Credit Facility that effectively converted that portion of the outstanding balance of the 2015 Senior Credit Facility from variable rate debt to capped variable rate debt, resulting in a change in the applicable interest rate from an interest rate of one-month LIBOR plus the applicable percentage (as provided by the 2015 Senior Credit Facility) to a capped interest rate of 2.00% plus the applicable percentage. As of September 11, 2018, one-month LIBOR was 2.1%. During the twelve weeks ended September 11, 2018, the Company received payments of approximately $10,000 related to the 2016 Interest Rate Cap Agreement.

Stock Repurchase Program

In February 2016, the Board of Directors authorized a share repurchase program under which we may purchase up to $25.0 million in the aggregate of our common stock and warrants, which expires upon completion of the repurchase program, unless terminated earlier by the Board of Directors. On August 23, 2016, we announced that the Board of Directors increased the repurchase program by $25.0 million, to $50.0 million. The Board of Directors authorized an additional increase for the repurchase program effective July 23, 2018 of another $25.0 million, to a total of $75.0 million. Purchases under the program may be made in open market or privately negotiated transactions. During the twelve weeks ended September ~~12, 2017,~~11, 2018, we repurchased (1) ~~96,122~~235,041 shares of common stock for an average purchase price per share of ~~$12.35~~$12.74 for an aggregate cost of approximately ~~$1.2~~$3.0 million, including incremental direct costs to acquire the shares, and (2) ~~1,186~~5,972 warrants for an average price per warrant of ~~$3.97~~$3.07 for an aggregate cost of approximately ~~$5,000,~~$18,000, including incremental direct costs to acquire the warrants. During the thirty-six weeks ended September ~~12, 2017,~~11, 2018, we repurchased (1) ~~737,287~~642,862 shares of common stock for an average purchase price per share of ~~$12.46~~$12.00 for an aggregate cost of approximately ~~$9.2~~$7.7 million, including incremental direct costs to acquire the shares, and (2) ~~401,186~~26,915 warrants for an average price per warrant of ~~$3.75~~$3.02 for an aggregate cost of approximately ~~$1.5~~$0.1 million, including incremental direct costs to acquire the warrants. As of September ~~12, 2017,~~11, 2018, there was approximately ~~$24.1~~$38.1 million remaining under the share repurchase program. We have no obligations to repurchase shares or warrants under this authorization, and the timing and value of shares and warrants purchased will depend on our stock price, warrant price, market conditions and other factors.

Management's Use of Non-GAAP Financial Measures

A reconciliation of company restaurant sales to restaurant contribution is provided below (in thousands):


	12 Weeks Ended						36 Weeks Ended						12 Weeks Ended						36 Weeks Ended
	September 12, 2017			September 6, 2016			September 12, 2017			September 6, 2016			September 11, 2018			September 12, 2017			September 11, 2018			September 12, 2017
Company restaurant sales	$	106,298		$	100,173		$	311,542		$	289,640		$	109,559		$	106,298		$	324,468		$	311,542
Restaurant operating expenses	85,891			79,233			250,620			231,402			87,746			85,891			261,654			250,620
Restaurant contribution	$	20,407		$	20,940		$	60,922		$	58,238		$	21,813		$	20,407		$	62,814		$	60,922
Restaurant contribution margin	19.2		%	20.9		%	19.6		%	20.1		%	19.9		%	19.2		%	19.4		%	19.6		%

The following table sets forth reconciliations of net income to EBITDA and Adjusted EBITDA (in thousands):


	12 Weeks Ended						36 Weeks Ended						12 Weeks Ended						36 Weeks Ended
	September 12, 2017			September 6, 2016			September 12, 2017			September 6, 2016			September 11, 2018			September 12, 2017			September 11, 2018			September 12, 2017
Net income	$	5,101		$	4,949		$	14,669		$	12,874		$	5,874		$	5,101		$	13,313		$	14,669
Non-GAAP adjustments:
Provision for income taxes	2,804			4,076			8,955			9,529			1,782			2,804			4,563			8,955
Interest expense	1,628			1,412			4,798			4,289			2,062			1,628			5,984			4,798
Depreciation and amortization	5,522			5,157			15,903			16,175			5,855			5,522			17,616			15,903
EBITDA	15,055			15,594			44,325			42,867			15,573			15,055			41,476			44,325
Stock-based compensation expense (a)	1,191			1,001			3,340			2,630			1,445			1,191			4,079			3,340
Loss on disposal of assets, net (b)	233			54			524			191			580			233			760			524
Restaurant closure charges, net (c)	(16		)	(133		)	(1		)	(121		)	672			(16		)	635			(1		)
Amortization of favorable and unfavorable lease assets and liabilities, net (d)	(229		)	(140		)	(521		)	(420		)	(352		)	(229		)	(602		)	(521		)
Transaction-related costs (e)	—			490			—			681
Pre-opening costs (f)	354			94			531			222
Pre-opening costs (e)													259			354			900			531
Impairment of long-lived assets (f)													—			—			1,661			—
Other income (g)													(523		)	—			(523		)	—
Adjusted EBITDA	$	16,588		$	16,960		$	48,198		$	46,050		$	17,654		$	16,588		$	48,386		$	48,198


(a)	Includes non-cash, stock-based compensation.

(b)

Loss on disposal of assets, net includes the loss or gain on disposal of assets related to sales, retirements and replacement or write-off of leasehold improvements or equipment in the ordinary course of business, net of ~~amortization of deferred gains on asset sales associated with sale-leaseback transactions and~~ gains or losses recorded associated with the sale of company-operated ~~stores~~restaurants to franchisees.


(c)	Includes ~~sublease income from leases which are treated as deemed landlord financing, partially offset by~~ costs related to future obligations associated with the closure or net sublease shortfall of a ~~restaurant.~~restaurant and lease termination costs, partially offset by sublease income from leases which are treated as deemed landlord financing.


(d)	Includes amortization of favorable lease assets and unfavorable lease liabilities.


(e)	Includes costs related to the offer to exchange the Company's common stock for each outstanding Company warrant and the strategic sale process which commenced during 2014 and resulted in the March 2015 stock purchase agreement and the June 2015 Business Combination consummated pursuant to the Merger Agreement.


~~(f)~~	Pre-opening costs consist of costs directly associated with the opening of new restaurants and incurred prior to opening, including restaurant labor, supplies, cash and non-cash rent expense and other related pre-opening costs. These are generally incurred over the three to five months prior to opening.


(f)	Includes costs related to impairment of long-lived assets.


(g)	Other income consists of a gain related to the write-off of unfavorable lease liabilities related to franchise subleases which were terminated in connection with the Company's acquisition of the related franchise-operated restaurants.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are exposed to market risk from changes in interest rates on our senior credit facility, which currently bears interest at variable rates. However, we seek to mitigate our variable interest rate risk on our senior credit facility by entering into an interest rate derivative on a portion of the senior credit facility, as discussed above under “—Liquidity and Capital Resources—Debt and Other Obligations—Hedging Arrangements” As of September ~~12, 2017,~~11, 2018, we had outstanding variable rate borrowings of ~~$148.0~~$152.0 million. A 100 basis point increase in the effective interest rate applied to this borrowing would result in a pre-tax interest expense increase of approximately $1.5 million on an annualized basis, excluding the effect of our existing 2016 Interest Rate Cap Agreement.

Commodity Price Risk

We purchase certain products that are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions, potential cross-border taxes and tariffs and other factors which are not considered predictable or within our control. Although these products are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements used contain risk management techniques designed to minimize price volatility. In many cases, we believe we will be able to address material commodity cost increases by adjusting menu pricing or making other operational adjustments that increase productivity. However, increases in commodity prices, without adjustments to menu prices, could increase restaurant operating costs as a percentage of restaurant sales.

Inflation

Inflation has an impact on food, paper, construction, utility, labor and benefits, rent, general and administrative and other costs, all of which can materially impact operations. We have a substantial number of hourly employees who are paid wage rates at or based on the applicable federal, state or local minimum wage and increases in the minimum wage will increase labor costs.

On July 1, 2014, the State of California (where most of our restaurants are located) increased its minimum wage to $9.00 per hour (from $8.00 per hour), and it increased to $10.00 per hour on January 1, ~~2016 and $10.50 per hour on January 1, 2017.~~2016. On March 31, 2016, the California Legislature passed legislation which was designed to raise the statewide minimum wage gradually until it reaches $15.00 per hour in 2022 and it was signed into law on April 4, 2016. Under the new California law, minimum wage increased to $10.50 per hour in 2017, ~~will increase~~increased to $11.00 in 2018 and will then increase by an additional dollar each calendar year through 2022 when it reaches $15.00 per hour. Based on our current number of restaurants in California, this is expected to impact ~~370~~332 restaurants in California of which ~~250~~222 are company-operated and ~~120~~110 are ~~franchise-operated.~~franchise-operated (does not include those restaurants in special jurisdictions noted below).

In addition, in September 2015, the Los Angeles County Board of Supervisors approved increases to the minimum wage to $15.00 per hour by 2020 with the first phase of the wage increase to $10.50 effective on July 1, 2016, followed by an increase to $12.00 per hour on July 1, 2017, $13.25 on July 1, 2018, and $14.25 on July 1, 2019 until it reaches $15.00 per hour on July 1, 2020. Also, in June 2016, the Los Angeles City Council approved a sick paid leave ordinance to provide six days of paid sick leave per year, with carry-over of 72 hours, effective July 1, 2016. These local ordinances impacted 2526 company-owned restaurants and ~~eight~~seven franchise-owned restaurants in the City of Los Angeles and in the unincorporated areas of the County of Los Angeles.

On March 14, 2016, the Pasadena City Council adopted an ordinance to increase Pasadena’s minimum wage. Beginning on July 1, 2016, employers with 26 or more employees must pay a minimum wage of $10.50 per hour to all employees who work at least 2 hours per week within Pasadena’s geographic bounds. The minimum wage increased to $12.00 per hour on July 1, 2017 and ~~will increase to~~ $13.25 per hour on July 1, 2018. This impacted two company-operated restaurants.

On June 7, 2016, San Diego voters voted in favor of an ordinance to increase San Diego's minimum wage rate and allow employees working within the San Diego city limits to earn one hour of paid sick leave for every 30 hours worked. The San Diego City Council certified this minimum wage increase on July 11, 2016 with the increase taking effect on July 11, 2016. Under this ordinance, for any employee who works at least two hours within San Diego city limits, minimum wage increased to $10.50 per hour on July 11, 2016, $11.50 per hour in 2017 and beginning 2019, the minimum wage rate will increase annually to an amount that corresponds to the prior year's increase, if any, in the cost of living. In addition, the ordinance provides up to five days of paid sick leave and allows unused sick leave to be carried over to the following year. This ordinance impacted three company-operated restaurants and two franchise-operated restaurants.

On July 1, 2016, the Santa Monica minimum wage rates increased to $10.50 per hour and allow employees working within the Santa Monica city limits to earn one hour of paid sick leave for every 30 hours worked. The minimum wage increased to $12.00 on July 1, 2017 and $13.25 per hour on July 1, 2018. The minimum wage will increase every year to $15.00 per hour on July 1, 2020. This ordinance impacted one company-operated restaurant.

On November 8, 2016, Arizona voters voted in favor to increase the state minimum wage to $10.00 per hour effective January 1, 2017 (from $8.05 per hour) and to allow employees to earn one hour of paid sick leave for every 30 hours worked effective

July 1, 2017. The minimum wage ~~will increase~~increased to $10.50 per hour in 2018, and will increase to $11.00 per hour in 2019 and $12.00 per hour in 2020. The law provides up to five days of paid sick leave per year. The new law impacted three company-operated restaurants and 33 franchise-operated restaurants.

Other municipalities may set minimum wages above the applicable federal or state standards. The federal minimum wage has been $7.25 per hour since July 24, 2009. Additional federally-mandated, state-mandated or locally mandated minimum wages may be raised in the future. Furthermore, on July 1, 2015, the Healthy Workplaces, Healthy Families Act of 2014 went into effect for California employees, which provides up to three days of paid sick leave for employees who work more than 30 days within a year.

We may be unable to increase our menu prices in order to pass future increased labor costs on to our customers, in which case our margins would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations. In addition, if our menu prices are increased to cover increased labor costs, the higher prices could adversely affect sales and thereby reduce our margins and profitability.

Critical Accounting Policies and Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. Our significant estimates include estimates for impairment of goodwill, intangible assets and property and equipment, insurance reserves, restaurant closure reserves, stock-based compensation, contingent liabilities and income tax valuation allowances.

Accounting policies are an integral part of our financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. Management believes that the critical accounting policies and estimates involve the most difficult management judgments due to the sensitivity of the methods and assumptions used. For a description of our critical accounting policies, refer to “Critical Accounting Policies and Use of Estimates” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended January ~~3, 2017~~2, 2018 filed with the SEC on March ~~13, 2017.~~15, 2018. There have been no material changes in any of our critical accounting policies during the ~~thirty-six~~twelve week period ended September ~~12, 2017.~~11, 2018, except as described in Note 2 of the notes to the accompanying unaudited consolidated financial statements, included elsewhere in this quarterly report on Form 10-Q.

Recently Issued Accounting Standards

See Note 2, Basis of Presentation, of the notes to the accompanying unaudited consolidated financial statements, included elsewhere in this quarterly report on Form 10-Q, for a description of the recently issued accounting standards.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, consisting of our chief executive officer and our chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, the Company’s management, including our chief executive officer and chief financial officer, concluded that as of the Evaluation Date our disclosure controls and procedures were effective.

Our controls and procedures are based on assumptions. Additionally, even effective controls and procedures only provide reasonable assurance of achieving their objectives. Accordingly, we cannot guarantee that our controls and procedures will succeed or be adhered to in all circumstances.

We have evaluated our disclosure controls and procedures with the participation, and under the supervision, of our management, including our chief executive and chief financial officers. Based on this evaluation, our chief executive and chief financial officers have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 14, Commitments and Contingencies, of the notes to the unaudited consolidated financial statements for a discussion of our legal matters.

Item 1A. Risk Factors

See “Item 1A. Risk Factors” included in the Annual Report on Form 10-K for the fiscal year ended January ~~3, 2017~~2, 2018 filed with the SEC on March ~~13, 2017~~15, 2018 for a discussion of our risk factors. There have been no material changes to our risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 7, 2016, we announced that our Board of Directors authorized a share repurchase program under which we may purchase up to $25.0 million in the aggregate of our common stock and warrants. On August 23, 2016, we announced the Board of Directors increased the repurchase program by $25.0 million, to $50.0 million. The Board of Directors authorized an additional increase for the repurchase program effective July 23, 2018 of another $25.0 million, to a total of $75.0 million. Purchases under the program may be made in open market or privately negotiated transactions and expires upon completion of the program, unless earlier terminated by our Board of Directors. During the twelve weeks ended September ~~12, 2017, we~~11, 2018, the Company repurchased (1) ~~96,122~~235,041 shares of common stock for an average price per share of ~~$12.35~~$12.74 for an aggregate cost of approximately ~~$1.2~~$3.0 million, including incremental direct costs to acquire the shares, and (2) ~~1,186~~5,972 warrants for an average price per warrant of ~~$3.97~~$3.07 for an aggregate cost of approximately ~~$5,000,~~$18,000, including incremental direct costs to acquire the warrants. During the thirty-six weeks ended September ~~12, 2017, we~~11, 2018, the Company repurchased (1) ~~737,287~~642,862 shares of common stock for an average price per share of ~~$12.46~~$12.00 for an aggregate cost of approximately ~~$9.2~~$7.7 million, including incremental direct costs to acquire the shares, and (2) ~~401,186~~26,915 warrants for an average price per warrant of ~~$3.75~~$3.02 for an aggregate cost of approximately ~~$1.5~~$0.1 million, including incremental direct costs to acquire the warrants. The Company expects to retire the repurchased shares and therefore has accounted for them as constructively retired as of September 11, 2018. As of September ~~12, 2017,~~11, 2018, there was approximately ~~$24.1~~$38.1 million remaining under the share repurchase program.

The following table summarizes shares and warrants repurchased during the quarter ended September ~~12, 2017.~~11, 2018. The average price paid per share and warrant in column (b) below does not include the cost of brokerage fees or the incremental direct costs to acquire the shares.

(a) (b) (c) (d)

Total number of
shares/warrants
purchased

Average price paid per
share
Average price paid per warrant Total number of shares purchased as part of publicly announced programs Total number of warrants purchased as part of publicly announced programs Maximum dollar value that may yet be purchased under these programs
Common Stock Warrants
June 21, 2017 - July 18, 2017 —
—
$ —
$ —
—
—
$ 25,261,970
July 19, 2017 - August 15, 2017 96,122
—
$ 12.35
$ —
96,122
—
$ 24,074,863
August 16, 2017 - September 12, 2017 —
1,186
$ —
$ 3.97
—
1,186
$ 24,070,155
Total 96,122
1,186
$ 12.35
$ 3.97
96,122
1,186
$ 24,070,155



	(a)				(b)				(c)		(d)
	Total number of shares/warrants purchased				Average price paid per share		Average price paid per warrant		Total number of shares purchased as part of publicly announced programs	Total number of warrants purchased as part of publicly announced programs	Maximum dollar value that may yet be purchased under these programs
	Common Stock			Warrants	Average price paid per share		Average price paid per warrant
June 20, 2018 - July 17, 2018	162,126	⁽¹	⁾	—	$	14.18	$	—	—	—	$	16,155,987
July 18, 2018 - August 14, 2018	170,351			2,013	$	12.77	$	3.11	170,351	2,013	$	38,974,344
August 15, 2018 - September 11, 2018	64,690			3,959	$	12.67	$	3.06	64,690	3,959	$	38,142,607
Total	397,167	⁽¹	⁾	5,972					235,041	5,972	$	38,142,607

(1) Includes 162,126 shares withheld upon vesting of restricted stock awards in satisfaction of withholding tax obligations pursuant to the 2015 Omnibus Incentive Plan. These shares do not reduce the repurchase authorization discussed above.

Item 6. Exhibits



Exhibit No.		Description

31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DEL TACO RESTAURANTS, INC.

Date: October ~~19, 2017~~18, 2018

/s/ John D. Cappasola, Jr.

Name: John D. Cappasola, Jr.

Title: President and Chief Executive Officer

(principal executive officer)

/s/ Steven L. Brake

Name: Steven L. Brake

Title: Executive Vice President and Chief Financial Officer

(principal financial officer)

3743



	36 Weeks Ended September 12, 2017
Company-operated restaurants sold to franchisees	5

Proceeds from the sale of company-operated restaurants	$	2,192
Net assets sold (primarily furniture, fixtures and equipment)	(1,261		)
Goodwill related to the company-operated restaurants sold to franchisees	(247		)
Net unfavorable lease liabilities ^(a)	(548		)
Other costs	(5		)
Gain on sale of company-operated restaurants ^(b)	$	131