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United States securities and exchange commission logo
August 9, 2021
Christopher A. Tomasso
Chief Executive Officer
First Watch Restaurant Group, Inc.
8027 Cooper Creek Blvd. #103
University Park, FL 34201
Re: First Watch
Restaurant Group, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted July 29,
2021
CIK No. 0001789940
Dear Mr. Tomasso:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted
July 29, 2021
Summary Historical Consolidated Financial and Other Data, page 18
1. We note your response
to comment 3. Given your growth strategy, please revise to
exclude store
pre-opening costs and related costs used in calculating Adjusted EBITDA,
Adjusted EBITDA Margin,
Restaurant Level Operating Profit, and Restaurant Level
Operating Profit
Margin.
2. We note your response
and related changes to comment 4. Please revise to disclose net
loss margin on page 18
or 19 so that it is in close proximity to the disclosure of the non-
GAAP margins, rather
than in the non-GAAP reconciliation.
Christopher A. Tomasso
FirstName
First WatchLastNameChristopher
Restaurant Group, Inc.A. Tomasso
Comapany
August NameFirst Watch Restaurant Group, Inc.
9, 2021
August
Page 2 9, 2021 Page 2
FirstName LastName
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 68
3. We note your revised disclosure in response to comment 9 that "the
volume of off-
premises sales...increased as a result of customers growing
preference for at-home dining
due to the COVID-19 pandemic." Please clarify whether you expect such
trend to
continue in the future. In this regard, your revised disclosure that
"[you] continued to see
the trend of average weekly off-premises sales of approximately $8,000
in the first fiscal
quarter of 2021, which were consistent with average weekly
off-premises sales during the
fourth fiscal quarter of 2020" suggests the off-premise sales have
been constant rather
than incremental in recent quarters.
You may contact Stephen Kim, at 202-551-3291 or Lyn Shenk at
202-551-3380, if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer L pez, at 202-551-3792 or Lilyanna Peyser, at 202-551-3222
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services