Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 24, 2025
or
☐
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: 001-36556
EL POLLO LOCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
20-3563182
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3535 Harbor Blvd., Suite 100, Costa Mesa, California
92626
(Address of principal executive offices)
(Zip Code)
(714) 599-5000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
LOCO
The Nasdaq Stock Market LLC
Rights to Purchase Series A Preferred Stock, par value $0.01 per share
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 ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
Non-accelerated Filer
Smaller Reporting Company
Emerging Growth Company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of October 24, 2025, there were 29,954,935 shares of the issuer’s common stock outstanding.
Page
PART I—FINANCIAL INFORMATION
3
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Statements of Income (Unaudited)
4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
5
Condensed Consolidated Statements of Cash Flows (Unaudited)
7
Notes to Condensed Consolidated Financial Statements (Unaudited)
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
43
Item 4. Controls and Procedures.
PART II—OTHER INFORMATION
44
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
45
Item 5. Other Information.
Item 6. Exhibits.
46
Signatures
48
2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except share and per share data)
September 24,
December 25,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
10,872
2,484
Accounts and other receivables, net
10,258
9,471
Inventories
1,736
1,938
Prepaid expenses and other current assets
3,348
5,509
Income tax receivable
2,239
493
Total current assets
28,453
19,895
Property and equipment, net
88,893
86,149
Property and equipment held under finance lease, net
1,356
1,499
Property and equipment held under operating leases, net ("ROU asset")
169,957
170,494
Goodwill
248,674
Trademarks
61,888
Deferred tax assets
—
336
Other assets
3,527
3,079
Total assets
602,748
592,014
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of obligations under finance leases
152
170
Current portion of obligations under operating leases
17,060
19,738
Accounts payable
10,845
12,087
Accrued salaries and vacation
10,803
13,926
Accrued insurance
11,716
11,417
Accrued income taxes payable
2,105
Accrued interest
349
319
Other accrued expenses and current liabilities
18,925
15,896
Total current liabilities
69,850
75,658
Revolver loan
61,000
71,000
Obligations under finance leases, net of current portion
1,474
1,583
Obligations under operating leases, net of current portion
172,655
170,529
Deferred tax liabilities, net
8,745
6,357
Other noncurrent liabilities
6,092
6,218
Total liabilities
319,816
331,345
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 100,000 shares designated as Series A Preferred Stock; none issued or outstanding
Common stock, $0.01 par value, 200,000,000 shares authorized; 29,999,694 and 29,839,721 shares issued and outstanding as of September 24, 2025 and December 25, 2024, respectively
299
298
Additional paid-in-capital
245,619
241,462
Retained earnings
37,014
18,909
Total stockholders’ equity
282,932
260,669
Total liabilities and stockholders’ equity
See notes to condensed consolidated financial statements (unaudited).
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Thirteen Weeks Ended
Thirty-Nine Weeks Ended
September 24, 2025
September 25, 2024
Revenue
Company-operated restaurant revenue
100,721
101,178
303,404
300,638
Franchise revenue
12,864
11,330
39,419
34,329
Franchise advertising fee revenue
7,935
7,887
23,708
23,757
Total revenue
121,520
120,395
366,531
358,724
Cost of operations
Food and paper cost
24,879
25,401
75,114
76,751
Labor and related expenses
30,648
32,744
94,982
96,192
Occupancy and other operating expenses
26,730
26,088
79,144
74,609
Company restaurant expenses
82,257
84,233
249,240
247,552
General and administrative expenses
12,343
11,418
37,138
35,130
Franchise expenses
11,407
10,488
36,476
31,961
Depreciation and amortization
3,973
4,034
11,789
11,755
Loss on disposal of assets
73
77
127
181
Gain on recovery of insurance proceeds, net
(41)
Loss on disposition of restaurants
Impairment and closed-store reserves
9
Total expenses
110,062
110,258
334,796
326,590
Income from operations
11,458
10,137
31,735
32,134
Interest expense, net
1,122
1,536
3,505
4,627
Income before provision for income taxes
10,336
8,601
28,230
27,507
Provision for income taxes
2,978
2,415
8,284
7,776
Net income
7,358
6,186
19,946
19,731
Net income per share
Basic
0.25
0.21
0.68
0.66
Diluted
0.65
Weighted-average shares used in computing net income per share
29,219,480
29,199,971
29,134,766
30,072,637
29,406,754
29,423,649
29,343,906
30,235,309
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(Amounts in thousands, except share data)
Thirteen Weeks Ended September 24, 2025
Additional
Total
Common Stock
Paid-in
Retained
Stockholders’
Shares
Amount
Capital
Earnings
Equity
Balance, June 25, 2025
30,008,692
244,223
29,656
274,178
Stock-based compensation
1,369
Issuance of common stock related to restricted shares
5,975
Issuance of common stock upon exercise of stock options, net
8,737
1
82
83
Shares repurchased for employee tax withholdings
(5,263)
(55)
Repurchase of common stock
Repurchase of common stock - excise tax
Forfeiture of common stock related to restricted shares
(18,447)
(1)
Balance, September 24, 2025
29,999,694
Thirteen Weeks Ended September 25, 2024
Balance, June 26, 2024
29,988,771
220,772
248,578
1,080
9,616
53,316
498
499
(4,731)
(64)
(92,043)
(1,061)
(1,062)
(7)
(4,453)
Balance, September 25, 2024
29,950,476
221,218
33,693
255,210
Thirty-Nine Weeks Ended September 24, 2025
Balance, December 25, 2024
29,839,721
4,116
404,701
(4)
54,353
534
535
(49,493)
(490)
(491)
(163,229)
(2)
(1,841)
(1,843)
(86,359)
Thirty-Nine Weeks Ended September 25, 2024
Balance, December 27, 2023
31,353,223
313
236,421
13,962
250,696
2,897
503,112
(5)
163,696
1,553
1,555
(19,025)
(212)
(1,966,229)
(20)
(19,272)
(19,292)
(165)
(84,301)
6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash flows provided by operating activities:
Stock-based compensation expense
Amortization of deferred financing costs
144
149
Deferred income taxes, net
2,724
268
Changes in operating assets and liabilities:
Accounts and other receivables
(787)
(460)
202
60
2,161
2,995
Income taxes receivable/payable
(3,851)
103
Operating lease assets
14,499
14,422
(592)
(225)
(693)
(2,617)
(3,123)
1,470
277
Payment related to tax receivable agreement
(399)
Operating lease liabilities
(14,502)
(14,217)
Other accrued expenses and liabilities
1,707
4,790
Net cash flows provided by operating activities
34,166
41,146
Cash flows from investing activities:
Proceeds from disposition of restaurants
100
Proceeds from fire insurance for property and equipment
41
Purchase of property and equipment
(13,811)
(14,578)
Net cash flows used in investing activities
(14,437)
Cash flows from financing activities:
Proceeds from borrowings on revolver and swingline loans
9,000
14,000
Payments on revolver and swingline loan
(19,000)
(22,000)
Minimum tax withholdings related to net share settlements
Proceeds from issuance of common stock upon exercise of stock options, net of expenses
Payment of obligations under finance leases
(168)
(153)
Repurchases of common stock
Net cash flows used in financing activities
(11,967)
(26,102)
Increase in cash and cash equivalents
8,388
607
Cash and cash equivalents, beginning of period
7,288
Cash and cash equivalents, end of period
7,895
Supplemental cash flow information
Cash paid during the period for interest
3,356
4,693
Cash paid during the period for income taxes
9,924
6,912
Unpaid purchases of property and equipment
4,697
3,252
Unpaid repurchases of common stock and excise tax
721
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview
El Pollo Loco Holdings, Inc. (“Holdings” or “Company”) is a Delaware corporation headquartered in Costa Mesa, California. Holdings and its direct and indirect subsidiaries are collectively referred to herein as the “Company.” The Company’s activities are conducted principally through its indirect wholly owned subsidiary, El Pollo Loco, Inc. (“EPL”), which develops, franchises, licenses, and operates quick-service restaurants under the name El Pollo Loco® and operates under one operating segment. At September 24, 2025, the Company operated 174 and franchised 324 El Pollo Loco restaurants in the United States. As of September 24, 2025, the Company licenses eight restaurants in the Philippines. This total reflects the closure of two licensed restaurants during the thirty-nine weeks ended September 24, 2025.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position and results of operations and cash flows for the periods presented. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 25, 2024.
The Company uses a 52- or 53-week fiscal year ending on the last Wednesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations, and the fourth quarter includes 14 weeks of operations. Every six or seven years, a 53-week fiscal year occurs. Fiscal 2025 is a 53-week year ending on December 31, 2025. Fiscal 2024 was a 52-week year ended on December 25, 2024. Revenues, expenses, and other financial and operational figures may be elevated in a 53-week year.
Certain prior year amounts in the accompanying condensed consolidated financial statements have been reclassified to conform with the current year presentation.
Holdings has no material assets or operations. Holdings and Holdings’ direct subsidiary, EPL Intermediate, Inc. (“Intermediate”), guarantee EPL’s 2022 Revolver (as defined in Note 5 below) on a full and unconditional basis and Intermediate has no subsidiaries other than EPL. EPL is a separate and distinct legal entity, and has no obligation to make funds available to Intermediate. EPL and Intermediate may pay dividends to Intermediate and to Holdings, respectively.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenue and expenses during the periods reported. Actual results could materially differ from those estimates. The Company’s significant estimates include
estimates for impairment of goodwill, intangible assets and property and equipment, insurance reserves, lease accounting matters and contingent liabilities.
Cash and Cash Equivalents
The Company considers all liquid instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.
Liquidity
The Company’s principal liquidity and capital requirements are new restaurants, existing restaurant capital investments (remodels and maintenance), interest payments on its debt, lease obligations and working capital and general corporate needs. At September 24, 2025, the Company’s total outstanding balance on its Revolver was $61.0 million. The Company’s ability to make payments on its indebtedness and to fund planned capital expenditures depends on available cash and its ability to generate adequate cash flows in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. Based on current operations, the Company believes that its cash flow from operations, available cash of $10.9 million at September 24, 2025, and the outstanding borrowing availability under the 2022 Revolver will be adequate to meet the Company’s liquidity needs for the next twelve months from the date of filing of these condensed consolidated financial statements.
Subsequent Events
Subsequent to the quarter-end, the Company paid down an additional $6.0 million on its 2022 Revolver resulting in outstanding borrowings of $55.0 million as of October 30, 2025.
Concentration of Risk
Cash and cash equivalents are maintained at financial institutions and, at times, these balances may exceed federally-insured limits. The Company has never experienced any losses related to these balances.
The Company had no suppliers for which amounts due totaled more than 10% of the Company’s accounts payable at September 24, 2025. The Company had one supplier to whom amounts due totaled 19.7% of the Company’s accounts payable at December 25, 2024. Purchases from the Company’s largest supplier totaled 24.7% and 18.9% of total expenses for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and 24.0% and 24.3% of total expenses for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.
Company-operated and franchised restaurants in the greater Los Angeles area generated, in the aggregate, approximately 72.2% and 71.9% of total revenue for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and 72.5% and 71.9% of total revenue for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.
Goodwill and Indefinite Lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of trademarks. Goodwill represents the excess of cost over fair value of net identified assets acquired in business combinations accounted for under the purchase method. The Company does not amortize its goodwill and indefinite-lived intangible assets. Goodwill resulted from the acquisition of certain franchise locations.
Upon the sale or refranchising of a restaurant, the Company evaluates whether there is a decrement of goodwill. The amount of goodwill included in the cost basis of the asset sold is determined based on the relative fair value of the portion of the reporting unit disposed of compared to the fair value of the reporting unit retained. The Company reports as one reporting unit. The fair value of the portion of the reporting unit disposed of in a refranchising is determined by reference to the discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee, which includes a deduction for the anticipated, future royalties the franchisee will pay the Company associated with the franchise agreement entered into simultaneously with the refranchising transition. The fair value of the reporting unit retained is based on the price a willing buyer would pay for the reporting unit and includes the value of franchise agreements. As such, the fair value of the reporting unit retained can include expected cash flows from future
royalties from those restaurants currently being refranchised, future royalties from existing franchise businesses and company restaurant operations. The Company did not record any decrement to goodwill related to the disposition of restaurants in fiscal 2024 or the thirty-nine weeks ended September 24, 2025.
The Company performs an annual impairment test for goodwill during the fourth fiscal quarter of each year, or more frequently if impairment indicators arise.
The Company reviews goodwill for impairment utilizing either a qualitative assessment or a fair value test by comparing the fair value of a reporting unit with its carrying amount. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs the fair value test, the Company will compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.
The Company performs an annual impairment test for indefinite-lived intangible assets during the fourth fiscal quarter of each year, or more frequently if impairment indicators arise. An impairment test consists of either a qualitative assessment or a comparison of the fair value of an intangible asset with its carrying amount. The excess of the carrying amount of an intangible asset over its fair value is recognized as an impairment loss.
The assumptions used in the estimate of fair value are generally consistent with the past performance of the Company’s reporting segment and are also consistent with the projections and assumptions that are used in current operating plans. These assumptions are subject to change as a result of changing economic and competitive conditions.
The Company determined that there were no indicators of potential impairment of its goodwill and indefinite-lived intangible assets during the thirteen and thirty-nine weeks ended September 24, 2025. Accordingly, the Company did not record any impairment to its goodwill or indefinite-lived intangible assets during the thirteen and thirty-nine weeks ended September 24, 2025.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances (e.g., when there is evidence of impairment).
There were no non-financial instruments measured at fair value on a nonrecurring basis as of and for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024.
Impairment of Property and Equipment and ROU Assets
The Company reviews its property and equipment and right-of-use assets (“ROU assets”) for impairment on a restaurant-by-restaurant basis whenever events or changes in circumstances indicate that the carrying value of certain property and equipment and ROU assets may not be recoverable. The Company considers a triggering event, related to
10
property and equipment assets or ROU assets in a net asset position to have occurred related to a specific restaurant if the restaurant’s average unit volume (“AUV”) for the last twelve months 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. Additionally, the Company considers a triggering event related to ROU assets to have occurred related to a specific lease if the location has been closed or subleased and future estimated sublease income is less than current lease payments. If the Company concludes that the carrying value of certain property and equipment and ROU assets will not be recovered based on expected undiscounted future cash flows, an impairment loss is recorded to reduce the property and equipment or ROU assets to their estimated fair value. The fair value is measured on a nonrecurring basis using unobservable (Level 3) inputs. There is uncertainty in the projected undiscounted future cash flows used in the Company’s impairment review analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods, and such charges could be material. The Company determined that triggering events occurred for certain stores during the thirty-nine weeks ended September 24, 2025 that required an impairment review of certain of the Company’s property and equipment and ROU assets. Based on the results of this analysis, the Company did not record any non-cash impairment charges for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024.
Closed-Store Reserves
When a restaurant is closed, the Company will evaluate the ROU asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense. Additionally, any property tax and common area maintenance (“CAM”) payments relating to closed restaurants are included within closed-store expense. During both the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024, the Company recognized less than $0.1 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for its closed location.
Gain on Recovery of Insurance Proceeds and Lost Profits
During the thirty-nine weeks ended September 25, 2024, the Company recognized gains of less than $0.1 million related to the reimbursement of property and equipment and expenses. The gain on recovery of insurance proceeds and lost profits, net of the related costs, is included in the accompanying condensed consolidated statements of income, for the thirty-nine weeks ended September 25, 2024, as a reduction of company restaurant expenses.
Loss on Disposition of Restaurants
During the thirty-nine weeks ended September 25, 2024, the Company completed the sale of one restaurant within California to an existing franchisee due to an expiring lease term on April 30, 2024. This sale resulted in cash proceeds of $0.1 million and a net loss on sale of restaurant of less than $0.1 million during the thirty-nine weeks ended September 25, 2024.
Income Taxes
The provision for income taxes, income taxes payable and deferred income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If, after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by charging to tax expense a reserve for the portion of deferred tax assets which are not expected to be realized.
The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file.
When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than
11
50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect the Company’s condensed consolidated financial position, results of operations, and cash flows.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at September 24, 2025 or at December 25, 2024. The Company did not recognize interest or penalties during the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024, since there were no material unrecognized tax benefits. Management believes no significant changes to the amount of unrecognized tax benefits will occur within the next twelve months.
For the thirteen weeks ended September 24, 2025, the Company recorded an income tax provision of $3.0 million, reflecting an estimated effective tax rate of 28.8%. For the thirteen weeks ended September 25, 2024, the Company recorded an income tax provision of $2.4 million, reflecting an estimated effective tax rate of approximately 28.1%. For the thirty-nine weeks ended September 24, 2025, the Company recorded an income tax provision of $8.3 million, reflecting an estimated effective tax rate of approximately 29.3%. For the thirty-nine weeks ended September 25, 2024, the Company recorded an income tax provision of $7.8 million, reflecting an estimated effective tax rate of approximately 28.3%. The difference between the 21.0% statutory rate and the effective tax rate of 29.3% for the thirty-nine weeks ended September 24, 2025 is primarily a result of state taxes, the impact of non-tax deductible executive compensation, and the impact of lower stock compensation expense related to vesting of restricted stock awards deductible for tax as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by a federal Work Opportunity Tax Credit benefit.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively with the option of retrospective application. The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement Reporting Comprehensive Income/Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 requires disaggregated disclosure of income statement expenses at interim and annual reporting periods. In January 2025, the FASB issued ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date”, which clarifies that the ASU 2024-03 is effective for fiscal year beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 can be adopted prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures.
The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.
2. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following (in thousands):
December 25, 2024
Prepaid insurance
2,574
Prepaid service fees
1,803
2,255
Other current assets
1,052
680
Total prepaid expenses and other current assets
12
3. PROPERTY AND EQUIPMENT
The costs and related accumulated depreciation and amortization of major classes of property and equipment are as follows (in thousands):
Land
12,323
Buildings and improvements
154,518
152,410
Other property and equipment
94,586
91,352
Construction in progress
15,726
9,882
277,153
265,967
Less: accumulated depreciation and amortization
(188,260)
(179,818)
Total property and equipment, net
Depreciation and amortization expense was $4.0 million for both the thirteen weeks ended September 24, 2025 and September 25, 2024, and $11.8 million for both the thirty-nine weeks ended September 24, 2025 and September 25, 2024.
Based on the Company’s review of its property and equipment assets for impairment, the Company did not record any non-cash impairment charges for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies – Impairment of Property and Equipment and ROU Assets” for additional information.
4. STOCK-BASED COMPENSATION
Pursuant to the Company’s 2018 Omnibus Equity Incentive Plan (as amended, the “Incentive Plan”), the Company grants stock options (“options”), restricted stock units, performance-based restricted stock units (“PSUs”) and restricted stock to the Company’s employees, officers, directors, and other eligible participants. On May 29, 2025, the Company’s stockholders approved an amendment to the Incentive Plan, under which the new aggregate share limit was increased by 1,250,000 shares for a total of 4,500,000 shares. As of September 24, 2025, 1,425,040 shares of common stock remained available for issuance under the Incentive Plan.
Total stock-based compensation expense was $1.4 million and $4.1 million for the thirteen and thirty-nine weeks ended September 24, 2025, and $1.1 million and $2.9 million for the thirteen and thirty-nine weeks ended September 25, 2024.
Stock Options
At September 24, 2025, options to purchase 1,414,613 shares of common stock were outstanding, including 461,847 vested and 952,766 unvested options. Unvested options vest over time; however, pursuant to the Incentive Plan, upon a change in control, the Company’s Board of Directors (the “Board”) may accelerate vesting. A summary of stock option activity at September 24, 2025 and changes during the thirty-nine weeks ended September 24, 2025 is as follows:
Weighted-Average
Aggregate
Contractual Life
Intrinsic Value
Exercise Price
Life (Years)
(in thousands)
Outstanding – December 25, 2024
1,098,320
10.36
Grants
512,445
10.44
Exercised
(54,353)
9.85
Forfeited, cancelled or expired
(141,799)
10.10
Outstanding – September 24, 2025
1,414,613
10.43
7.71
286
Vested and expected to vest at September 24, 2025
1,400,218
7.70
285
Exercisable at September 24, 2025
461,847
10.66
5.10
174
The fair value of each stock option was estimated on the grant date using an exercise price of the closing stock price on the day prior to date of grant and the Black-Scholes option-pricing model with the following weighted average assumptions:
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Expected volatility
42.8
%
44.1
Risk-free interest rate
4.1
4.6
Expected term (years)
6.00
6.25
Expected dividends
At September 24, 2025, the Company had total unrecognized compensation expense of $4.0 million related to unvested stock options, which it expects to recognize over a weighted-average period of 2.51 years.
Restricted Shares
A summary of restricted share activity as of September 24, 2025 and changes during the thirty-nine weeks ended September 24, 2025 is as follows:
Fair Value
Unvested shares at December 25, 2024
708,377
10.16
Granted
10.42
Released
(258,529)
10.37
Forfeited and cancelled
10.18
Unvested shares at September 24, 2025
768,190
10.26
Unvested shares at September 24, 2025, included 737,936 unvested restricted shares and 30,254 performance-based restricted stock units that have been earned based on performance targets but still unvested.
At September 24, 2025, the Company had unrecognized compensation expense of $6.0 million related to unvested restricted shares, which it expects to recognize over a weighted-average period of 2.29 years.
Performance-Based Restricted Stock Units
During the thirty-nine weeks ended September 24, 2025, the Company granted 159,948 restricted stock units under the Incentive Plan subject to performance-based vesting conditions based on revenue and restaurant contribution margin to certain officers. PSUs have a grant date fair value of $10.42 and a vesting period from the grant date through the date the audit of the Company's fiscal 2027 financial results is expected to be completed. During the thirty-nine weeks ended September 24, 2025, 11,996 PSUs were forfeited. The fair value of PSUs are expensed based on management's current estimate of the level that the performance goal will be achieved. As of September 24, 2025, based on the target level of performance, the total unrecognized compensation expense related to unvested PSUs was $1.4 million, which is expected to be recognized over a weighted-average period of 2.45 years.
Share Repurchases
Share Repurchase Program
On November 2, 2023, the Company announced that the Board approved a share repurchase program (“Share Repurchase Program”) under which the Company was authorized to repurchase up to $20,000,000 of shares of the Company’s common stock. Under the Share Repurchase Program, the Company was permitted to repurchase its common stock from time to time, in amounts and at prices that the Company deemed appropriate, subject to market conditions and other considerations. Pursuant to the Share Repurchase Program, the Company was authorized to effect repurchases using open market purchases, including pursuant to Rule 10b5-1 trading plans, and/or through privately negotiated transactions. The Share Repurchase Program did not obligate the Company to acquire any particular number of shares. The Share Repurchase Program expired on March 31, 2025.
The Company did not repurchase any shares of its common stock during the thirteen weeks ended September 24, 2025. For the thirty-nine weeks ended September 24, 2025, the Company repurchased 163,229 shares of common stock under the Share Repurchase Program, using open market purchases, for total consideration of $1.8 million.
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For the thirteen and thirty-nine weeks ended September 25, 2024, the Company repurchased 92,043 and 431,926 shares of common stock, respectively, under the Share Repurchase Program, using open market purchases, for total consideration of approximately $1.1 million and $4.3 million, respectively.
Other Share Repurchases
During the thirty-nine week period ended September 25, 2024, the Company repurchased 1,534,303 shares for a total purchase price of $15.0 million under the Stock Repurchase Agreement with FS Equity Partners V, L.P. and FS Affiliates V, L.P.
5. LONG-TERM DEBT
On July 27, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) among EPL, as borrower, the Company and Intermediate, as guarantors, Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto, to refinance its $150.0 million five-year senior secured revolving credit facility (the “2022 Revolver”).
The 2022 Revolver includes a sub limit of $15.0 million for letters of credit and a sub limit of $15.0 million for swingline loans. The obligations under the 2022 Credit Agreement and related loan documents are guaranteed by Holdings and Intermediate. The obligations of Holdings, EPL and Intermediate under the 2022 Credit Agreement and related loan documents are secured by a first priority lien on substantially all of their respective assets subject to certain customary exceptions.
Under the 2022 Revolver, Holdings is restricted from making certain payments such as cash dividends, except that it may, inter alia, (i) pay up to $1.0 million per year to repurchase or redeem qualified equity interests of Holdings held by past or present officers, directors, or employees (or their estates) of the Company upon death, disability, or termination of employment, and (ii) so long as no default or event of default has occurred and is continuing, (a) make non-cash repurchases of equity interests in connection with the exercise of stock options by directors, officers and management, provided that those equity interests represent a portion of the consideration of the exercise price of those stock options, (b) pay up to $0.5 million in any 12-month consecutive period to redeem, repurchase or otherwise acquire equity interests of any subsidiary that is not a wholly-owned subsidiary from any holder of equity interest in such subsidiary, (c) pay up to $2.5 million per year pursuant to stock option plans, employment agreements, or incentive plans, (d) make up to $5.0 million in other restricted payments per year, and (e) make other restricted payments, subject to its compliance, on a pro forma basis, with (x) a lease-adjusted consolidated leverage ratio not to exceed 4.25 times and (y) the financial covenants applicable to the 2022 Revolver.
Borrowings under the 2022 Credit Agreement (other than any swingline loans) bear interest, at the borrower’s option, at rates based upon either the secured overnight financing rate (“SOFR”) or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid. The base rate is calculated as the highest of (a) the federal funds rate plus 0.50%, (b) the published Bank of America prime rate, or (c) Term SOFR with a term of one-month SOFR plus 1.00%. For Term SOFR loans, the margin is in the range of 1.25% to 2.25%, and for base rate loans the margin is in a range of 0.25% to 1.25%. Borrowings under the 2022 Revolver may be repaid and reborrowed. The interest rate range under the 2022 Revolver was 5.63% to 5.96% and 5.63% to 7.75% for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, and 6.52% to 6.95% and 6.52% to 6.96% for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.
The 2022 Credit Agreement contains certain customary financial covenants, subject to certain exceptions. The Company was in compliance with the financial covenants as of September 24, 2025.
At September 24, 2025, the Company had $61.0 million in outstanding borrowings under the 2022 Revolver and two letters of credit in the amount of $10.3 million outstanding, and as a result, the Company had $78.7 million in borrowing availability.
Maturities
During the thirteen and thirty-nine weeks ended September 24, 2025, the Company borrowed $1.0 million and $9.0 million, respectively, and paid down $9.0 million and $19.0 million, respectively, on the 2022 Revolver. During the
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thirteen and thirty-nine weeks ended September 25, 2024, the Company paid down $11.0 million and $22.0 million, respectively, on the 2022 Revolver. During the thirty-nine weeks ended September 25, 2024, the Company borrowed $14.0 million on the 2022 Revolver. There are no required principal payments prior to maturity of the 2022 Revolver on July 27, 2027.
6. OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES
Other accrued expenses and current liabilities consist of the following (in thousands):
Accrued sales and property taxes
6,381
5,349
Gift card liability
4,821
5,100
Loyalty rewards program liability
1,064
844
Accrued advertising
1,116
1,194
Accrued legal settlements and professional fees
1,902
463
Deferred franchise and development fees
544
539
Other
3,097
2,407
Total other accrued expenses and current liabilities
7. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of the following (in thousands):
6,063
6,191
29
27
Total other noncurrent liabilities
8. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, the Company is involved in various claims such as wage and hour and other legal actions that arise in the ordinary course of business. The outcomes of these actions are not predictable but the Company does not believe that the ultimate resolution of these other actions will have a material adverse effect on its financial position, results of operations, liquidity, or capital resources. A significant increase in the number of claims, or an increase in amounts owing under successful claims, could materially and adversely affect its business, condensed consolidated financial condition, results of operations, and cash flows.
Purchase Commitments
The Company has long-term beverage supply agreements with certain major beverage vendors. Pursuant to the terms of these arrangements, marketing rebates are provided to the Company and its franchisees from the beverage vendors based upon the dollar volume of purchases for system-wide restaurants which will vary according to their demand for beverage syrup and fluctuations in the market rates for beverage syrup. These contracts have terms extending through the end of 2032.
At September 24, 2025, the Company’s total estimated commitment to purchase chicken was $2.1 million.
Contingent Lease Obligations
As a result of assigning the Company’s interest in obligations under real estate leases in connection with the sale of company-operated restaurants to some of the Company’s franchisees, the Company is contingently liable on three lease agreements. These leases have various terms, the latest of which expires in 2038. As of September 24, 2025, the potential amount of undiscounted payments the Company could be required to make in the event of non-payment by the primary lessee was $3.7 million. The present value of these potential payments discounted at the Company’s estimated
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pre-tax cost of debt at September 24, 2025 was $2.5 million. The Company’s franchisees are primarily liable on the leases. The Company has cross-default provisions with these franchisees that would put them in default of their franchise agreements in the event of non-payment under the leases. The Company believes that these cross-default provisions reduce the risk that payments will be required to be made under these leases.
Employment Agreements
As of September 24, 2025, the Company had employment agreements with three of the officers of the Company. These agreements provide for minimum salary levels, possible annual adjustments for cost-of-living changes, and incentive bonuses that are payable under certain business conditions.
Indemnification Agreements
The Company has entered into indemnification agreements with each of its current directors and officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with future directors and officers.
9. EARNINGS PER SHARE
Basic earnings per share (“EPS”) is calculated using the weighted-average number of shares of common stock outstanding during the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024. Diluted EPS is calculated using the weighted-average number of shares of common stock outstanding and potentially dilutive during the period, using the treasury stock method.
Below are basic and diluted EPS data for the periods indicated (in thousands except for share and per share data):
Numerator:
Denominator:
Weighted-average shares outstanding—basic
Weighted-average shares outstanding—diluted
Net income per share—basic
Net income per share—diluted
Anti-dilutive securities not considered in diluted EPS calculation
1,000,650
621,558
1,031,087
692,075
Below is a reconciliation of basic and diluted share counts:
Dilutive effect of stock options and restricted shares
187,274
223,678
209,140
162,672
10. RELATED PARTY TRANSACTIONS
None.
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11. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition
Nature of products and services
The Company has two revenue streams, company-operated restaurant revenue and franchise-related revenue.
Revenues from the operation of company-operated restaurants are recognized as food and beverage products are delivered to customers and payment is tendered at the time of sale. The Company presents revenue, net of sales-related taxes and promotional allowances.
The Company offers a loyalty rewards program, which awards a customer points for dollars spent. Customers earn points for each dollar spent and points can be redeemed for multiple redemption options. If a customer does not earn or use points within a one-year period, their account is deactivated and all points expire. When a customer is part of the rewards program, the obligation to provide future discounts related to points earned is considered a separate performance obligation, to which a portion of the transaction price is allocated and recorded as deferred revenue on the balance sheet. The performance obligation related to loyalty points is deemed to have been satisfied, and the amount deferred in the balance sheet is recognized as revenue, when the points are transferred to a reward and redeemed, the reward or points have expired, or the likelihood of redemption is remote. A portion of the transaction price is then allocated to loyalty points, if necessary, on a pro-rata basis, based on stand-alone selling price, as determined by menu pricing and loyalty points terms. As of September 24, 2025 and December 25, 2024, the revenue allocated to loyalty points that have not been redeemed was $1.1 million and $0.8 million, respectively, which is reflected in the Company’s accompanying condensed consolidated balance sheets within other accrued expenses and current liabilities.
Changes in the loyalty rewards program liability included in deferred revenue within other accrued expenses and current liabilities on the condensed consolidated balance sheets were as follows (in thousands):
Loyalty rewards liability, beginning balance
687
Revenue deferred
1,920
1,620
Revenue recognized
(1,700)
(1,506)
Loyalty rewards liability, ending balance
801
The Company expects all loyalty points revenue related to performance obligations that were unsatisfied as of September 24, 2025 to be recognized within one year.
The Company sells gift cards to its customers in the restaurants and through selected third parties. The gift cards sold to customers have no stated expiration dates and are subject to actual and/or potential escheatment rights in several of the jurisdictions in which the Company operates. Furthermore, due to these escheatment rights, the Company does not recognize breakage related to the sale of gift cards due to the immateriality of the amount remaining after escheatment. The Company recognizes income from gift cards when redeemed by the customer. Unredeemed gift card balances are deferred and recorded as other accrued expenses on the accompanying condensed consolidated balance sheets.
The gift card liability included in other accrued expenses and current liabilities on the condensed consolidated balance sheets was as follows (in thousands):
Revenue recognized from the redemption of gift cards that was included in other accrued expenses and current liabilities at the beginning of the year was as follows (in thousands):
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Revenue recognized from gift card liability balance at the beginning of the year
205
214
848
833
Franchise and franchise advertising fee revenue
Franchise revenue consists of franchise royalties, initial franchise fees, license fees due from franchisees, IT support services, and rental income for subleases to franchisees. Franchise advertising fee revenue consists of advertising contributions received from franchisees. These revenue streams are made up of the following performance obligations:
The Company satisfies the performance obligation related to the franchise license over the term of the franchise agreement, which is typically 20 years. Payment for the franchise license consists of three components, a fixed-fee related to the franchise/development agreement, a revenue-based royalty fee and a revenue-based advertising fee. The fixed fee, as determined by the signed development and/or franchise agreement, is due at the time the development agreement is entered into, and/or when the franchise agreement is signed, and does not include a finance component.
The revenue-based royalty fee and revenue-based advertising fee are considered variable consideration and are recognized as franchise revenue as such revenue are earned by the franchisees. Both revenue-based fees qualify under the royalty constraint exception, and do not require an estimate of future transaction price. Additionally, the Company is utilizing the practical expedient available under ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”) regarding disclosure of the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied for revenue-based royalties.
In certain franchise agreements, the Company offers a discounted renewal to incentivize future renewals after the end of the initial franchise term. As this is considered a separate performance obligation, the Company allocated a portion of the initial franchise fee to this discounted renewal, on a pro-rata basis, assuming a 20-year renewal. This performance obligation is satisfied over the renewal term, which is typically 10 or 20 years, while payment is fixed and due at the time the renewal is signed.
The Company purchases hardware, such as scanners, printers, point-of-sale systems, kiosks, and tablets, from third party vendors, which it then sells to franchisees. As the Company is considered the principal in this relationship, payment received for the hardware is considered revenue, and is received upon transfer of the goods from the Company to the franchisee. As of September 24, 2025, there were no performance obligations related to hardware services that were unsatisfied or partially satisfied.
The following table presents the Company-operated revenue disaggregated by geographic market:
Greater Los Angeles area market
72.2
72.5
71.9
Other markets
27.8
27.5
28.1
Contract balances
The Company’s franchise contract liability includes development fees, initial franchise and license fees, franchise renewal fees, lease subsidies and royalty discounts and is included within other accrued expenses and current liabilities and other noncurrent liabilities within the accompanying condensed consolidated balance sheets. The Company receives area development fees from franchisees when they execute multi-unit area development agreements. Initial franchise and license fees, or franchise renewal fees, are received from franchisees upon the execution of, or renewal of, a franchise
19
agreement. Revenue is recognized from these agreements as the underlying performance obligation is satisfied, which is over the term of the agreement.
The following table provides information about the change in the franchise contract liability balances during the thirty-nine weeks ended September 24, 2025 and September 25, 2024 (in thousands):
6,730
Additional contract liability
397
(520)
6,607
December 27, 2023
6,997
(477)
226
6,746
The following table illustrates the estimated revenue to be recognized in future periods related to performance obligations under the applicable contracts that are unsatisfied as of September 24, 2025 (in thousands):
Franchise revenues:
143
2026
548
2027
538
2028
512
2029
486
Thereafter
4,380
Contract Costs
The Company does not currently incur costs to obtain or fulfill a contract that would be considered contract assets under Topic 606.
12. LEASES
Nature of Leases
The Company’s operations utilize property, facilities, equipment and vehicles leased from others. Additionally, the Company has various contracts with vendors that have been determined to contain an embedded lease in accordance with Topic 842.
As of September 24, 2025, the Company had one lease that it had entered into, but had not yet commenced.
Significant Assumptions and Judgments
In applying the requirements of Topic 842, the Company made significant assumptions and judgments related to determination of whether a contract contains a lease and the discount rate used for the lease.
In determining if any of the Company’s contracts contain a lease, the Company made assumptions and judgments related to its ability to direct the use of any assets stated in the contract and the likelihood of renewing any short-term contracts for a period extending past twelve months.
The Company also made significant assumptions and judgments in determining an appropriate discount rate for property leases. These included using a consistent discount rate for a portfolio of leases entered into at varying dates, using the
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full 20-year term of the lease, excluding any options, and using the total minimum lease payments. The Company utilizes a third-party valuation firm in determining the discount rate, based on the above assumptions. For all other leases, the Company uses the discount rate implicit in the lease, or the Company’s incremental borrowing rate.
As the Company has adopted the practical expedient not to separate lease and non-lease components, no significant assumptions or judgments were necessary in allocating consideration between these components, for all classes of underlying assets.
Building and Facility Leases
The majority of the Company’s building and facilities leases are classified as operating leases; however, the Company currently has one facility and 24 equipment leases that are classified as finance leases.
Restaurants are operated under lease arrangements that generally provide for a fixed base rent and, in some instances, contingent rent based on a percentage of gross operating profit or net revenues in excess of a defined amount. Additionally, a number of the Company’s leases have payments that increase at pre-determined dates based on the change in the consumer price index. For all leases, the Company also reimburses the landlord for non-lease components, or items that are not considered components of a contract, such as CAM, property tax and insurance costs. While the Company determined not to separate lease and non-lease components, these payments are based on actual costs, making them variable consideration and excluding them from the calculations of the ROU asset and lease liability.
The initial terms of land and restaurant building leases are generally 20 years, exclusive of options to renew. These leases typically have four 5-year renewal options, which have generally been excluded in the calculation of the ROU asset and lease liability, as they are not considered reasonably certain to be exercised, unless there have been significant leasehold improvements that have a useful life that extend past the original lease term. Furthermore, there are no residual value guarantees and no restrictions imposed by the lease.
During the thirteen and thirty-nine weeks ended September 24, 2025, the Company reassessed the lease terms on 10 and 19 restaurants, respectively, due to certain triggering events, such as the addition of significant leasehold improvements with useful lives that extend past the current lease expiration, the decision to terminate a lease, or the decision to renew or exercise an option. This reassessment resulted in an additional $6.9 million and $14.0 million of ROU asset and lease liabilities for the thirteen and thirty-nine weeks ended September 24, 2025, respectively, which were recognized and will be amortized over the new lease term. During the thirteen and thirty-nine weeks ended September 25, 2024, the Company reassessed the lease terms on seven and 19 restaurants, respectively, due to certain triggering events, such as the addition of significant leasehold improvements with useful lives that extend past the current lease expiration, the decision to terminate a lease, or the decision to renew or exercise an option. This reassessment resulted in an additional $4.6 million and $12.7 million of ROU asset and lease liabilities for the thirteen and thirty-nine weeks ended September 25, 2024, respectively, which were recognized and will be amortized over the new lease term. Additionally, as the Company adopted all practical expedients available under Topic 842, no reallocation between lease and non-lease components was necessary.
The Company also subleases facilities to certain franchisees and other non-related parties which are also considered operating leases. Sublease income also includes contingent rental income based on net revenues. The vast majority of these leases have rights to extend terms via fixed rental increases. However, none of these leases have early termination rights, the right to purchase the premises or any residual value guarantees. The Company does not have any related party leases.
During both the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024, the Company did not record any non-cash impairment charges. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies – Impairment of Property and Equipment and ROU Assets” for additional information.
Equipment
Leases of equipment primarily consist of restaurant equipment, copiers and vehicles. These leases are fixed payments with no variable component. Additionally, no optional renewal periods have been included in the calculation of the ROU asset, and there are no residual value guarantees and no restrictions imposed.
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Lease Cost and Lease Activities
The following table presents the Company’s total lease cost, disaggregated by underlying asset (in thousands):
Property
Leases
Finance lease cost:
Amortization of right-of-use assets
25
Interest on lease liabilities
Operating lease cost:
Fixed rent cost
7,295
101
7,396
7,012
70
7,082
Short-term lease cost
Variable lease cost
142
389
531
164
308
472
Sublease income
(1,730)
(1,817)
Total lease cost
5,735
530
6,265
5,385
410
5,795
57
86
56
129
28
21,692
309
22,001
21,220
222
21,442
444
1,059
1,503
448
1,001
1,449
(5,193)
(5,354)
17,028
1,511
18,539
16,397
1,312
17,709
The following table presents the Company’s total lease cost on the condensed consolidated statements of income (in thousands):
Lease cost – Occupancy and other operating expenses
5,992
5,662
17,927
17,228
Lease cost – General & administrative
76
428
311
Lease cost – Depreciation and amortization
Lease cost – Interest expense
22
During the thirty-nine weeks ended September 24, 2025 and September 25, 2024, the Company had the following cash and non-cash activities associated with its leases (dollars in thousands):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases
21,732
279
22,011
21,202
210
21,412
Financing cash flows used for finance leases
98
168
153
Non-cash investing and financing activities:
Operating lease ROU assets obtained in exchange for lease liabilities:
Operating lease ROU assets
14,369
14,384
11,457
1,286
12,743
Finance lease ROU assets obtained in exchange for lease liabilities:
Finance lease ROU assets
69
Derecognition of ROU assets due to terminations, impairment or modifications
415
Other Information
Weighted-average remaining years in lease term—finance leases
15.13
2.80
16.13
2.92
Weighted-average remaining years in lease term—operating leases
9.71
3.05
10.12
4.00
Weighted-average discount rate—finance leases
2.57
7.07
6.37
Weighted-average discount rate—operating leases
5.41
6.72
5.21
6.71
Information regarding the Company’s minimum future lease obligations as of September 24, 2025 is as follows (in thousands):
Finance Leases
Operating Leases
Minimum
Lease
Sublease
For the Years Ending
Payments
Income
December 31, 2025
55
7,344
1,225
December 30, 2026
191
27,023
4,912
December 29, 2027
180
30,233
4,925
December 27, 2028
134
27,315
4,718
December 26, 2029
118
25,074
4,179
1,274
131,706
23,573
1,952
248,695
43,532
Less: imputed interest (2.57% - 7.07%)
(326)
(58,980)
Present value of lease obligations
1,626
189,715
Less: current maturities
(152)
(17,060)
Noncurrent portion
Short-Term Leases
The Company has multiple short-term leases, which have terms of less than 12 months, and thus were excluded from the recognition requirements of Topic 842. The Company has recognized these lease payments in its condensed consolidated statements of income on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments was incurred.
Lessor
The Company is a lessor for certain property, facilities and equipment owned by the Company and leased to others, principally franchisees, under non-cancelable leases with initial terms ranging from three to 20 years. These lease agreements generally provide for a fixed base rent and, in some instances, contingent rent based on a percentage of gross operating profit or net revenues. All leases are considered operating leases.
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For the leases in which the Company is the lessor, there are options to extend the lease. However, there are no terms and conditions to terminate the lease, no right to purchase premises and no residual value guarantees. Additionally, there are no related party leases.
The Company received $0.1 million of lease income from company-owned locations for both the thirteen weeks ended September 24, 2025 and September 25, 2024. The Company received $0.3 million of lease income from company-owned locations for both the thirty-nine weeks ended September 24, 2025 and September 25, 2024.
13. SHAREHOLDER RIGHTS AGREEMENT
On August 8, 2023, the Board declared a dividend of one preferred share purchase right (a “Right”) for each share of common stock, par value $0.01 per share, of the Company (the “Common Shares”) outstanding on August 8, 2023 to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of August 8, 2023, between the Company and Equiniti Trust Company, LLC, as rights agent. Each Right entitled the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) at a price of $53.75 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.
On August 4, 2024, the Board approved and entered into an Amendment to the Rights Agreement (together, the “Amended Rights Agreement”). Pursuant to the Amended Rights Agreement, the expiration date of the Rights was extended to May 30, 2025 11:59 p.m., Pacific Time, the date that the votes of the stockholders of the Company with respect to the Company’s 2025 annual meeting of stockholders were certified.
The Amended Rights Agreement expired and was terminated by its term on May 30, 2025.
14. SEGMENT REPORTING
Operating segments are defined as components of a company that engage in business activities from which it may earn revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the individual segments and make decisions about company resources such as personnel and working capital to be allocated to the segments.
The Company derives revenue from three primary sources: (1) company-operated restaurant revenue, (2) franchise revenue, which is comprised primarily of franchise royalties and, to a lesser extent, franchise fees and sublease rental income, and (3) franchise advertising fee revenue. All significant revenues relate to retail sales of food and beverages through either company-operated or franchised restaurants.
The Company determined that it has one operating segment and one reportable segment which is reflected in the Company’s current organizational and management structure. The accounting policies of the segment are the same as those described in Note 1 “Basis of Presentation and Summary of Accounting Policies”.
The Company’s CODM is the Chief Executive Officer who manages the Company’s operations on a reportable segment basis. The Company’s CODM reviews its operations and financial performance at a consolidated level by comparing actual results to budgeted figures and prior year results. This approach allows the CODM to assess whether the Company’s operating segment is meeting its financial goals, identify trends and make more informed decisions about resource allocation and performance targets.
When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, segment expenses and consolidated net income as reported on the Consolidated Statements of Operations as well as non-GAAP measures such as restaurant contribution margin and Adjusted EBITDA to allocate Company resources and assess the performance of the Company. Segment asset information is not used by the CODM to assess performance and allocate resources.
The table below is a summary of the segment net income, including significant segment expenses for the thirteen and twenty-six weeks ended September 24, 2025 and September 25, 2024 (in thousands):
24
Less:
Food and paper costs
Occupancy expenses
7,973
7,703
24,016
23,071
Other operating expenses(1)
18,757
18,385
55,128
51,538
Other segment expenses(2)
85
192
Total operating expenses
Interest expenses, net
Total segment net income
Cautionary Statement Concerning Forward-Looking Statements
This report contains forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Examples of forward-looking statements in this report include, but are not limited to, discussions of our current expectations, projections, intentions, or beliefs relating to our financial condition, results of operations, liquidity, prospects, growth, trends, strategies, and the industry in which we operate. You can identify forward-looking statements because they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those that we expected.
While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of the factors that could cause outcomes to differ materially from our expectations. These factors include, but are not limited to:
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the ways that we expect. The forward-looking statements included in this report are made only as of the date hereof, and we caution you to not place undue reliance on any forward-looking statement made in this report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
El Pollo Loco is a differentiated and growing restaurant concept that specializes in fire-grilling citrus-marinated chicken and operates in the limited service restaurant (“LSR”) segment. We strive to make and serve food that is both high quality and flavorful. Our distinctive menu features our signature product, citrus-marinated fire-grilled chicken, served in a variety of Mexican-inspired entrees, such as burritos and tostadas, healthier options, such as salads, and chicken meals, all available in a variety of sizes to feed individuals and larger groups. Our entrees include favorites such as our Guacamole Chicken Burrito, Double Chicken Tostada, Crunchy Chicken Taco, and the Original Pollo Bowl®. Our famous Creamy Cilantro dressing and salsas are prepared fresh daily, allowing our customers to create their favorite flavor profiles to enhance their culinary experience. Our distinctive menu of quality, flavorful food that is affordable appeals to consumers across a wide variety of socio-economic backgrounds and drives our balanced composition of sales throughout the day (our “day-part mix”), including at lunch and dinner. In 2025, El Pollo Loco launched a brand refresh, inclusive of a new advertising campaign, restaurant design, new products, and an emphasis on hospitality in our restaurants. All these elements reinforce our position in the market of “Quality Chicken, Fast & Easy.”
Market Trends and Uncertainties
As a result of recent California legislation increasing wages of fast food workers, we experienced an increase in our labor and regulatory compliance costs in fiscal 2024 and fiscal 2025. Although we have been able to substantially offset these cost pressures through various actions, such as increasing menu prices, managing menu mix, and productivity improvements, we expect these cost pressures to continue for the remainder of 2025, and we may not be able to offset cost increases in the future.
Additionally, we are impacted by macroeconomic challenges, such as inflationary pressures and changes in trade policies, that have in the past affected, and may continue in the future, to affect our operations in certain areas such as food cost, labor costs, construction costs and other restaurant operating costs. We have been able to substantially offset these inflationary and other cost pressures through various actions, such as increasing menu prices, managing menu mix, and productivity improvements. However, we expect these inflationary and other cost pressures to continue into the remainder of fiscal 2025 and we may not be able to offset cost increases in the future.
There is ongoing uncertainty regarding increased tariff duties on goods imported into the United States, which if imposed, may have an adverse effect on our Company. Certain of the produce, packaging materials, and other items procured by our Company are sourced from outside the United States, including from Canada, Mexico and Asia. Current and proposed tariff rates range widely, depending on the country of origin. Certain goods from Canada and Mexico that are compliant with the United States-Mexico-Canada Agreement (USMCA) are, and may continue to be, exempt from new tariffs. While we continue to evaluate the potential impacts of increased tariff rates, as well as our ability to mitigate any such related impacts, we anticipate that the imposition of tariffs on goods we import into the United States will adversely impact our revenue and cost of goods sold in the United States. Any new or increased import duties, tariffs, or taxes, or other changes in U.S. trade or tax policy could result in further increases to our food and supplies costs that would adversely impact our financial results.
Seasonality
Seasonal factors, including weather and the timing of holidays, cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first and fourth quarters due to reduced January and December transactions and higher in the second and third quarters. As a result of seasonality, our quarterly and annual results of operations and key performance indicators, such as company-operated restaurant revenue and comparable restaurant sales, may fluctuate.
Growth Strategies and Outlook
As of September 24, 2025, we had 498 locations in seven states. In fiscal 2024, we opened two new company-operated restaurants in Nevada, and our franchisees opened two new restaurants, one in California and one in Texas. Additionally, we completed the sale of one restaurant within California to existing franchisees during fiscal 2024. For the thirty-nine weeks ended September 24, 2025, our franchisees opened one new restaurant in Arizona and two new restaurants in California, and they closed three restaurants in California. Additionally, during the thirty-nine weeks ended September 24, 2025, we completed the acquisition of one restaurant in California from an existing franchisee. Subsequent to quarter-end, the Company announced the opening of its 500th restaurant on October 14, 2025. This milestone reflects the continued execution of the Company’s growth strategy and marks a significant step in its expansion beyond its core California market.
We plan to continue to expand our business, drive restaurant sales growth, and enhance our competitive positioning by executing the following five key strategies:
To increase comparable restaurant sales, we plan to increase customer frequency, attract new customers, and improve per-person spend. The success of these growth plans is not guaranteed.
Highlights and Trends
Revenue Overview
For the thirteen and thirty-nine weeks ended September 24, 2025, our total revenue was $121.5 million and $366.5 million, respectively. For the thirteen weeks ended September 24, 2025, our company-operated restaurant revenue was $100.7 million and $303.4 million, respectively, and our franchise and franchise advertising fee revenue was $20.8 million and $63.1 million, respectively.
Comparable Restaurant Sales
For the thirteen and thirty-nine weeks ended September 24, 2025, system-wide comparable restaurant sales decreased by 0.8% and 0.6%, respectively, from the comparable period in the prior year. For company-operated restaurants, comparable restaurant sales for the thirteen and thirty-nine weeks ended September 24, 2025 decreased by 1.1% and increased by 0.2%, respectively. For company-operated restaurants, the quarter’s change in comparable restaurant sales consisted of a 1.3% decrease in average check size, partially offset by a 0.1% increase in transactions, and the year-to-date change in comparable restaurant sales consisted of a 1.6% increase in average check size, partially offset by a 1.3% decrease in transactions. For franchised restaurants, comparable restaurant sales decreased by 0.6% and 1.0% for the thirteen and thirty-nine weeks ended September 24, 2025, respectively. Refer to “Comparable Restaurant Sales” definition in the section titled “Key Performance Indicators” below.
Restaurant Development
Our restaurant counts at the beginning and end of each of the last three fiscal years and the thirty-nine weeks ended September 24, 2025, were as follows:
Fiscal Year Ended
2023
2022
Company-operated restaurant activity(1):
Beginning of period
173
172
188
189
Openings
Restaurant sale to Company
Restaurant sale to franchisee
(18)
(3)
Closures
Restaurants at end of period
Franchised restaurant activity:
325
323
302
291
324
System-wide restaurant activity:
495
490
480
Restaurant Remodeling
During the thirty-nine weeks ended September 24, 2025, we completed a total of 34 remodels 7 of which were company-operated restaurant remodels. Considering our efforts to finalize our new prototype design, we currently expect to complete at least 55 company-operated restaurant and franchise remodels for fiscal 2025. The cost of our restaurant
remodels varies depending on the scope of the work required, but on average the investment is approximately $0.4 million per restaurant.
Loco Rewards
Our Loco Rewards loyalty program offers rewards that incentivize customers to visit our restaurants more often each month. Customers earn points for each dollar spent, and points can be redeemed for multiple redemption options. If a customer does not earn or use points within a one-year period, their account is deactivated and all points expire. When a customer is part of the rewards program, the obligation to provide future discounts related to points earned is considered a separate performance obligation, to which a portion of the transaction price is allocated. The performance obligation related to loyalty points is deemed to have been satisfied, and the amount deferred in the balance sheet is recognized as revenue, when the points are transferred to a reward and redeemed, the reward or points have expired, or the likelihood of redemption is remote. A portion of the transaction price is allocated to loyalty points on a pro-rata basis, based on stand-alone selling price, as determined by menu pricing and loyalty point’s terms.
In addition, customers can earn additional points and free entrées for a variety of engagement activities. As points are available for redemption past the quarter earned, a portion of the revenue associated with the earned points will be deferred until redemption or expiration. As of September 24, 2025 and December 25, 2024, the revenue allocated to loyalty points that had not been redeemed was $1.1 million and $0.8 million, respectively, which is reflected in our accompanying condensed consolidated balance sheets within other accrued expenses and current liabilities. We had over 4.6 million loyalty program members as of September 24, 2025.
Critical Accounting Policies and Use of Estimates
The preparation of our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances in making judgments about the carrying value of assets and liabilities that are not readily available from other sources. We evaluate our estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.
Accounting policies are an integral part of our condensed consolidated 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 our critical accounting policies and estimates involve the most difficult management judgments, due to the sensitivity of the methods and assumptions used. For a summary of our critical accounting policies and a discussion of our use of estimates, see “Critical Accounting Policies and Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 25, 2024.
There have been no material changes to our critical accounting policies or uses of estimates since our Annual Report on Form 10-K for the year ended December 25, 2024.
Key Financial Definitions
Our revenue is derived from three primary sources: company-operated restaurant revenue, franchise revenue, which is comprised primarily of franchise royalties and, to a lesser extent, franchise fees and sublease rental income, and franchise advertising fee revenue. See Note 11, “Revenue from Contracts with Customers” in the Notes to Condensed Consolidated Financial Statements above for further details regarding our revenue recognition policy.
Food and Paper Costs
Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of food and paper costs are variable in nature, change with sales volume, are impacted by menu mix, and are subject to increases or decreases in commodity costs.
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Labor and Related Expenses
Labor and related expenses include wages, payroll taxes, workers’ compensation expense, benefits, and bonuses paid to our restaurant management teams. Like other expense items, we expect labor costs to grow proportionately as our restaurant revenue grows. Factors that influence labor costs include minimum wage and payroll tax legislation, state labor laws (which, in California, includes AB 1228), overtime, wage inflation, the frequency and severity of workers’ compensation claims, health care costs, and the performance of our restaurants.
Occupancy Costs and Other Operating Expenses
Occupancy costs include rent, common area maintenance (“CAM”), and real estate taxes. Other restaurant operating expenses include the costs of utilities, advertising, credit card processing fees, delivery service provide fees, restaurant supplies, repairs and maintenance, and other restaurant operating costs.
General and Administrative Expenses
General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support the development and operations of our restaurants, including compensation and benefits, travel expenses, stock compensation costs, legal and professional fees, and other related corporate costs. Also included are pre-opening costs, and expenses above the restaurant level, including salaries for field management, such as area and regional managers, and franchise field operational support.
Franchise Expenses
Franchise expenses are primarily comprised of rent expenses incurred on properties leased by us and then sublet to franchisees, expenses incurred in support of franchisee information technology systems, and the franchisee’s portion of advertising expenses.
Depreciation and Amortization
Depreciation and amortization primarily consists of the depreciation of property and equipment, including leasehold improvements and equipment.
Loss on Disposal of Assets
Loss on disposal of assets includes the loss on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment.
Impairment and Closed-Store Reserves
We review long-lived assets such as property, equipment, and intangibles on a unit-by-unit basis for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. We determine if there is impairment at the restaurant level by comparing undiscounted future cash flows from the related long-lived assets to their respective carrying values and record an impairment charge when appropriate. In determining future cash flows, significant estimates are made by us with respect to future operating results of each restaurant over its remaining lease term, including sales trends, labor rates, commodity costs and other operating cost assumptions. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset’s carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, including our ability to sell or reuse the related assets and market conditions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets and these charges could be material.
When we close a restaurant, we will evaluate the right of use (“ROU”) asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense, in addition to property tax and CAM charges for closed restaurants.
31
Interest Expense, Net
Interest expense, net, consists primarily of interest on our outstanding debt. Debt issuance costs are amortized at cost over the life of the related debt.
Provision for Income Taxes
Provision for income taxes consists of federal and state taxes on our income.
Comparison of Results of Operations
Our operating results for the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024 are expressed as percentages of total revenue, with the exception of cost of operations and company restaurant expenses, which are expressed as percentages of company-operated restaurant revenue, and are compared in the tables below.
Increase / (Decrease)
($,000)
(%)
Statements of Income Data
82.9
84.0
(457)
(0.5)
10.6
9.4
1,534
13.5
6.5
6.6
0.6
100.0
1,125
0.9
Cost of operations(1)
24.7
25.1
(522)
(2.1)
30.4
32.4
(2,096)
(6.4)
26.5
25.8
642
2.5
Company restaurant expenses(1)
81.6
83.3
(1,976)
(2.3)
10.2
9.5
925
8.1
8.7
919
8.8
3.3
3.4
(61)
(1.5)
0.1
(5.2)
0.0
12.5
90.6
91.6
(196)
(0.2)
8.4
1,321
13.0
Interest expense, net of interest income
1.3
(414)
(27.0)
8.5
7.1
1,735
20.2
2.0
563
23.3
6.0
5.1
1,172
18.9
82.8
83.8
2,766
10.8
9.6
5,090
14.8
6.4
(49)
7,807
2.2
24.8
25.5
(1,637)
31.3
32.0
(1,210)
(1.3)
26.1
4,535
6.1
82.2
82.3
1,688
0.7
10.1
9.8
2,008
5.7
32
10.0
8.9
4,515
14.1
3.2
34
0.3
(54)
(29.8)
(0.0)
(19)
(42.2)
91.3
91.0
8,206
9.0
(1.2)
1.0
(1,122)
(24.2)
7.7
723
2.6
2.3
508
5.4
5.5
215
1.1
Company-Operated Restaurant Revenue
For the quarter ended September 24, 2025, company-operated restaurant revenue decreased $0.5 million, or 0.5%, from the comparable period in the prior year. The decrease in company-operated restaurant revenue was mainly due to a decrease in company-operated comparable restaurant revenue of $1.2 million, or 1.1%, partially offset by $0.7 million of additional sales from the opening of two restaurants during or after the third quarter of 2024. The company-operated comparable restaurant sales decrease consisted of a 1.3% decrease in average check size, partially offset by a 0.1% increase in transactions.
Year-to-date, company-operated restaurant revenue increased $2.8 million, or 0.9%, from the comparable period in the prior year. The increase in company-operated restaurant revenue was mainly due to $2.5 million of additional sales from the opening of two restaurants during or after the first quarter of 2024, as well as an increase in company-operated comparable restaurant revenue of $0.6 million, or 0.2%. The company-operated comparable restaurant sales increase consisted of a 1.6% increase in average check size due to increases in menu prices, partially offset by a 1.3% decrease in transactions. This company-operated restaurant revenue increase was partially offset by a $0.2 million decrease in revenue recognized for our loyalty program.
Franchise Revenue
For the quarter ended September 24, 2025, franchise revenue increased $1.5 million, or 13.5%, from the comparable period in the prior year. This increase was primarily due to the $0.9 million in franchisee IT pass through revenue related to the franchisee rollout of the new Point of Sale (“POS”) system, which was offset by a corresponding increase in franchise expenses. In addition, the increase in franchise revenue was due to the five franchise-operated restaurant openings during or subsequent to the third quarter of 2024 and a true up of royalty rates, partially offset by a franchise comparable restaurant sales decrease of 0.6%.
Year-to-date, franchise revenue increased $5.1 million, or 14.8%, from the comparable period in the prior year. This increase was primarily due to the $4.3 million in franchisee IT pass through revenue related to the franchisee rollout of the new POS system which is offset by a corresponding increase in franchise expenses. In addition, the increase in franchise revenue was due to the five franchise-operated restaurant openings during or subsequent to the first quarter of 2024. The increase in franchise revenue was partially offset by a franchise comparable restaurant sales decrease of 1.0%.
Franchise Advertising Fee Revenue
For the quarter ended September 24, 2025, franchise advertising fee revenue increased less than $0.1 million, or 0.6%, from the comparable period in the prior year. Year-to-date, franchise advertising fee revenue decreased less than $0.1 million, or 0.2%, from the comparable period in the prior year. As advertising fee revenue is a percentage of franchisees’ revenue, the fluctuations for the quarter were due to the increases and decreases noted in franchise revenue above.
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For the quarter ended September 24, 2025, food and paper costs decreased $0.5 million, or 2.1%, from the comparable period in the prior year. Year-to-date, food and paper costs decreased $1.6 million, or 2.1%, from the comparable period in the prior year.
The decrease in food and paper costs for both the quarter and year-to-date periods was primarily due to lower sales combined with cost-management initiatives and commodity deflation, partially offset by increased discounts. For the quarter, food and paper costs as a percentage of company-operated restaurant revenue were 24.7%, down from 25.1% in the comparable period of the prior year. Year-to-date, food and paper costs as a percentage of company-operated restaurant revenue were 24.8%, down from 25.5% in the comparable period of the prior year. The percentage decrease for both the quarter and year-to-date periods was primarily due to menu price increases and the cost decreases highlighted above, partially offset by increased discounts.
For the quarter ended September 24, 2025, labor and related expenses decreased $2.1 million, or 6.4%, from the comparable period in the prior year. The decrease in labor and related expenses for the quarter was primarily due to a $1.3 million reduction in costs related to improved labor efficiencies as part of our cost-management initiatives and $0.5 million decrease related to the decrease in sales and a $0.3 million decrease in other labor-related expenses.
Year-to-date, labor and related expenses decreased $1.2 million, or 1.3%, from the comparable period in the prior year. The decrease for the year-to-date period was due primarily to $3.8 million reduction in costs related to the improved labor efficiencies discussed above, as well as a $0.6 million decrease in other labor-related expenses. The decrease in labor and related expenses for the year was partially offset by a $3.2 million increase due to higher wage rates during fiscal 2025 as a result of legislative increases in the California state minimum wage, which became effective April 1, 2024.
For the quarter ended September 24, 2025, labor and related expenses as a percentage of company-operated restaurant revenue were 30.4%, down from 32.4% in the comparable period in the prior year. Year-to-date labor and related expenses as a percentage of company-operated restaurant revenue were 31.3%, down from 32.0% in the comparable period in the prior year primarily. The percentage change for both the quarter and year-to-date periods was driven by higher menu prices and the improved labor efficiencies, partially offset by the higher wage rates and higher labor-related costs.
Occupancy and Other Operating Expenses
For the quarter ended September 24, 2025, occupancy and other operating expenses increased $0.6 million, or 2.5%, from the comparable period in the prior year. The increase was primarily due to increases of $0.3 million in software maintenance, $0.3 million in occupancy and $0.2 million in marketplace delivery fees, partially offset by $0.2 million decrease in utilities and repairs and maintenance costs.
Year-to-date, occupancy and other operating expenses increased $4.5 million, or 6.1%, from the comparable period in the prior year primarily due to increases of $1.0 million in occupancy, $0.9 million in marketplace delivery fees, $0.8 million in software maintenance, $0.6 million in utilities, $0.3 million in operating supplies, $0.2 million in credit card charges and $0.7 million in other operating expenses.
For the quarter ended September 24, 2025, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 26.5%, up from 25.8% in the comparable period in the prior year. Year-to-date, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 26.1%, up from 24.8% in the comparable period of the prior year. Both the quarter and year-to-date period increases resulted from the cost increases highlighted above.
For the quarter ended September 24, 2025, general and administrative expenses increased $0.9 million, or 8.1%, from the comparable period in the prior year. The increase for the quarter was primarily due to a $0.3 million increase in stock
compensation expenses, a $0.2 million increase in legal and professional fee costs related to shareholder activism and related matters, a $0.2 million increase in restructuring costs, a $0.1 million increase related to additional rent expense in connection with our corporate office relocation and a $0.1 million increase due to the implementation of enterprise resource planning (“ERP”) system.
Year-to-date, general and administrative expenses increased $2.0 million, or 5.7%, from the comparable period in the prior year. The increase for the year-to-date period was due primarily to a $1.6 million increase in legal and professional fee costs related to shareholder activism and related matters and $1.2 million increase in stock compensation expenses. The general and administrative expenses increase was partially offset by $0.6 million received from a legal settlement, net of legal expenses and a $0.3 million decrease in restructuring and executive transition costs.
For the quarter ended September 24, 2025, general and administrative expenses as a percentage of total revenue were 10.2%, up from 9.5% in the comparable period of the prior year. Year-to-date, general and administrative expenses as a percentage of total revenue were 10.1%, up from 9.8% in the comparable period of the prior year. The percentage increase for both the quarter and year-to-date periods is primarily due to the cost increases discussed above.
For the quarter ended September 24, 2025, franchise expenses increased $0.9 million, or 8.8%, from the comparable period in the prior year. Year-to-date, franchise expenses increased $4.5 million, or 14.1%, from the comparable period in the prior year. The increase for both quarterly and year-to-date periods was due to the $0.9 million and $4.3 million in IT pass-through expenses, respectively, primarily resulting from franchisees rolling out the new POS system.
During the thirty-nine weeks ended September 25, 2024, we completed the sale of one restaurant within California to an existing franchisee due to an expiring lease term on April 30, 2024. This sale resulted in cash proceeds of $0.1 million and a net loss on sale of restaurant of less than $0.1 million for the thirteen and thirty-nine weeks ended September 25, 2024. Since the date of the sale, this restaurant is now included in the total number of franchised El Pollo Loco restaurants.
During the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024, we did not record any non-cash impairment charges. Given the inherent uncertainty in projecting results for newer restaurants in newer markets, we are monitoring the recoverability of the carrying value of the assets of several restaurants on an ongoing basis. For these restaurants, if expected performance is not realized, an impairment charge may be recognized in future periods, and such charge could be material.
When a restaurant is closed, we will evaluate the ROU asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense. Additionally, any property tax and CAM payments relating to closed restaurants are included within closed-store expense. During both the thirteen and thirty-nine weeks ended September 24, 2025 and September 25, 2024, we recognized less than $0.1 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.
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For the quarter ended September 24, 2025, interest expense, net, decreased $0.4 million from the comparable period in the prior year. For the year-to-date period, interest expense, net, decreased $1.1 million from the comparable period in the prior year. Both the quarter and year-to-date period decrease in interest expense was primarily related to the lower interest rates in the fiscal 2025 and lower outstanding balances on our 2022 Revolver (as defined below) versus the comparable periods in the prior year.
Income Tax Receivable Agreement
On May 29, 2024, we terminated most of the obligations under the Tax Receivable Agreement (“TRA”), with respect to any payments or obligations owed to the FS Equity Partners V, L.P. and FS Affiliates V, L.P. (together, the “Sellers”) thereunder in exchange for a payment to the Sellers of $398,896. As of September 24, 2025, there was no remaining obligation owed on our condensed consolidated balance sheets.
For the quarter ended September 24, 2025, we recorded an income tax provision of $3.0 million, reflecting an estimated effective tax rate of 28.8%. For the quarter ended September 25, 2024, we recorded an income tax provision of $2.4 million, reflecting an estimated effective tax rate of approximately 28.1%.
For the year-to-date period ended September 24, 2025, we recorded an income tax provision of $8.3 million, reflecting an estimated effective tax rate of approximately 29.3%. For the year-to-date period ended September 25, 2024, we recorded an income tax provision of $7.8 million, reflecting an estimated effective tax rate of approximately 28.3%.
The difference between the 21.0% statutory rate and our effective tax rate of 29.3% for the year-to-date period ended September 24, 2025 is primarily a result of state taxes and the impact of non-tax deductible executive compensation expense, and the impact of lower stock compensation expense related to vesting of restricted stock awards deductible for tax as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by a Work Opportunity Tax Credit benefit.
Key Performance Indicators
To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures include company-operated restaurant revenue, system-wide sales, comparable restaurant sales, restaurant contribution, restaurant contribution margin, new restaurant openings, EBITDA, and Adjusted EBITDA.
System-Wide Sales
System-wide sales are neither required by, nor presented in accordance with GAAP. System-wide sales are the sum of company-operated restaurant revenue and sales from franchised restaurants. Our total revenue in our condensed consolidated statements of income is limited to company-operated restaurant revenue and franchise revenue from our franchisees. Accordingly, system-wide sales should not be considered in isolation or as a substitute for our results as reported under GAAP. Management believes that system-wide sales are an important figure for investors, because they are widely used in the restaurant industry, including by our management, to evaluate brand scale and market penetration. System-wide sales do not include the eight licensed stores in the Philippines. The total number of currently licensed stores reflects the closure of two licensed restaurants during the thirty-nine weeks ended September 24, 2025.
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The following table reconciles system-wide sales to company-operated restaurant revenue and total revenue (in thousands):
Total Revenue
(12,864)
(11,330)
(39,419)
(34,329)
(7,935)
(7,887)
(23,708)
(23,757)
Sales from franchised restaurants
179,788
178,794
533,596
532,830
System-wide sales(1)
280,509
279,972
837,000
833,468
Company-operated restaurant revenue consists of sales of food and beverages in company-operated restaurants net of promotional allowances, employee meals, and other discounts. Company-operated restaurant revenue in any period is directly influenced by the number of operating weeks in such period, the number of open restaurants, and comparable restaurant sales.
Comparable restaurant sales reflect year-over-year sales changes for comparable company-operated, franchised, and system-wide restaurants. A restaurant enters our comparable restaurant base the first full week after it has operated for fifteen months. Comparable restaurant sales exclude restaurants closed during the applicable period. At September 24, 2025 and September 25, 2024, there were 485 and 482 comparable restaurants, 171 and 168 company-operated restaurants, and 314 and 314 franchised restaurants, respectively. Comparable restaurant sales indicate the performance of existing restaurants, since new restaurants are excluded. Comparable restaurant sales growth can be generated by an increase in the number of meals sold and/or by increases in the average check amount, resulting from a shift in menu mix and/or higher prices resulting from new products or price increases. Because other companies may calculate this measure differently than we do, comparable restaurant sales as presented herein may not be comparable to similarly titled measures reported by other companies. Management believes that comparable restaurant sales is a valuable metric for investors to evaluate the performance of our store base, excluding the impact of new stores and closed stores.
Restaurant Contribution and Restaurant Contribution Margin
Restaurant contribution and restaurant contribution margin are neither required by, nor presented in accordance with, GAAP. Restaurant contribution is defined as company-operated restaurant revenue less company restaurant expenses which includes food and paper cost, labor and related expenses and occupancy and other operating expenses, where applicable. Restaurant contribution therefore excludes franchise revenue, franchise advertising fee revenue and franchise expenses as well as certain other costs, such as general and administrative expenses, franchise expenses, depreciation and amortization, asset impairment and closed-store reserve, loss on disposal of assets and other costs that are considered corporate-level expenses and are not considered normal operating costs of our restaurants. Accordingly, restaurant contribution is not indicative of overall Company results and does not accrue directly to the benefit of stockholders because of the exclusion of certain corporate-level expenses. Restaurant contribution margin is defined as restaurant contribution as a percentage of net company-operated restaurant revenue.
Restaurant contribution and restaurant contribution margin are supplemental measures of operating performance of our restaurants, and our 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 superior to, or as substitutes for the analysis of our results as reported under GAAP. Management uses restaurant contribution and restaurant contribution margin as key metrics to evaluate the profitability of incremental sales at our restaurants, to evaluate our restaurant performance across periods, and to evaluate our restaurant financial performance compared with our competitors. Management believes that restaurant contribution and restaurant
37
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 further believes restaurant level operating margin is useful to investors to highlight trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures.
A reconciliation of restaurant contribution and restaurant contribution margin to company-operated restaurant revenue is provided below:
(Dollar amounts in thousands)
Restaurant contribution:
Add (less):
Restaurant contribution
18,464
16,945
54,164
53,086
Company-operated restaurant revenue:
Restaurant contribution margin (%)
18.3
16.7
17.9
17.7
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. New restaurants often open with an initial start-up period of higher-than-normal sales volumes, which subsequently decrease to stabilized levels. New restaurants typically 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. The average start-up period after which our new restaurants’ revenue and expenses normalize is approximately fourteen weeks. When we enter new markets, we may be exposed to start-up times and restaurant contribution margins that are longer and lower than reflected in our average historical experience.
EBITDA and Adjusted EBITDA
EBITDA represents net income (loss) before interest expense, provision (benefit) for income taxes, depreciation, and amortization. Adjusted EBITDA represents net income (loss) before interest expense, provision (benefit) for income taxes, depreciation, amortization, and other items that we do not consider representative of on-going operating performance, as identified in the reconciliation table below.
EBITDA and Adjusted EBITDA as presented in this report are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of
38
our financial performance under GAAP and should not be considered as alternatives to net income, operating income, or any other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. In addition, in evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will 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 our 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 our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our 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 our 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 our on-going operations, and (vii) other companies in our 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 GAAP amounts excluded from such non-GAAP financial measures. We further compensate for the limitations in our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently.
We believe that 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 companies of 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 that these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe that investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally for a number of benchmarks, including to compare our performance to that of our competitors.
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The following table sets forth reconciliations of our net income to our EBITDA and Adjusted EBITDA:
Non-GAAP adjustments:
EBITDA
15,431
14,171
43,524
43,889
Stock-based compensation expense (a)
Loss on disposal of assets (b)
72
Impairment and closed-store reserves (c)
Loss on disposition of restaurants (d)
Legal settlements (e)
(619)
Special legal and professional fees expense (f)
162
1,557
Duplicate rent expense for corporate office relocation (g)
ERP software implementation costs (h)
104
Gain on recovery of insurance proceeds, net (i)
Restructuring and executive transition costs (j)
878
Pre-opening costs (k)
116
197
Adjusted EBITDA
17,418
15,452
49,817
48,369
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Liquidity and Capital Resources
Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and the 2022 Revolver (as defined below). Our primary requirements for liquidity and capital are new restaurants, existing restaurant capital investments (remodels and maintenance), legal defense costs, lease obligations, interest payments on our debt, working capital and general corporate needs. Our working capital requirements are not significant, since our 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 of our inventory items before we have to pay our suppliers. Our restaurants do not require significant inventories or receivables. We believe that these sources of liquidity and capital are sufficient to finance our continued operations, including planned capital expenditures, for at least the next 12 months and beyond from the issuance of the condensed consolidated financial statements.
The following table presents summary cash flow information for the periods indicated (in thousands):
Net cash provided by (used in)
Operating activities
Investing activities
Financing activities
Net increase in cash
Operating Activities
For the thirty-nine weeks ended September 24, 2025, net cash from operating activities decreased by $7.0 million from the comparable period of the prior year. This change was due to unfavorable working capital fluctuations compared to the same period in the prior year.
Investing Activities
For the thirty-nine weeks ended September 24, 2025, net cash used in investing activities decreased by $0.6 million from the comparable period of the prior year. This change was primarily due to a decrease in purchase of property and equipment mostly related to restaurant remodeling during the thirty-nine weeks ended September 24, 2025 when compared to the prior year.
Financing Activities
For the thirty-nine weeks ended September 24, 2025, net cash used in financing activities changed by $14.1 million from the comparable period of the prior year. The change was primarily due to repurchases of shares of our common stock of $1.8 million during the thirty-nine weeks ended September 24, 2025 compared to repurchases of shares of our common stock of $19.3 million during the thirty-nine weeks ended September 25, 2024. The change was offset by a $10.0 million in net paydown on the 2022 Revolver during the thirty-nine weeks ended September 24, 2025 compared to a $8.0 million net pay downs during the thirty-nine weeks ended September 25, 2024.
Debt and Other Obligations
We, as a guarantor, are a party to a credit agreement (the “2022 Credit Agreement”) among our wholly-owned subsidiary, El Pollo Loco, Inc. (“EPL”), as borrower, and our direct subsidiary, EPL Intermediate, Inc. (“Intermediate”), as a guarantor, Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto, which provides for a $150.0 million five-year senior secured revolving credit facility (the “2022 Revolver”). The 2022 Revolver, which is available pursuant to the 2022 Credit Agreement, includes a sub limit of $15.0 million for letters of credit and a sub limit of $15.0 million for swingline loans. The 2022 Revolver and 2022 Credit Agreement will mature on July 27, 2027. The obligations under the 2022 Credit Agreement and related loan documents are guaranteed by us. The obligations of our company, EPL and Intermediate under the 2022 Credit Agreement and related loan documents are secured by a first priority lien on substantially all of their respective assets.
Under the 2022 Revolver, we are restricted from making certain payments such as cash dividends or share repurchases, except that we may, inter alia, (i) pay up to $1.0 million per year to repurchase or redeem our qualified equity interests held by our past or present officers, directors, or employees (or their estates) upon death, disability, or termination of employment, (ii) pay under the TRA, and (iii) so long as no default or event of default has occurred and is continuing, (a) make non-cash repurchases of equity interests in connection with the exercise of stock options by directors, officers and management, provided that those equity interests represent a portion of the consideration of the exercise price of those stock options, (b) pay up to $0.5 million in any 12 month consecutive period to redeem, repurchase or otherwise acquire equity interests of any subsidiary that is not a wholly-owned subsidiary from any holder of equity interest in such subsidiary, (c) pay up to $2.5 million per year pursuant to stock option plans, employment agreements, or incentive plans, (d) make up to $5.0 million in other restricted payments per year, and (e) make other restricted payments, subject to our compliance, on a pro forma basis, with (x) a lease-adjusted consolidated leverage ratio not to exceed 4.25 times and (y) the financial covenants applicable to the 2022 Revolver.
The 2022 Credit Agreement contains certain financial covenants. We were in compliance with the financial covenants as of September 24, 2025.
At September 24, 2025, we had $61.0 million in outstanding borrowings under the 2022 Revolver and two letters of credit in the amount of $10.3 million outstanding, and as a result, we had $78.7 million in borrowing availability.
See Note 5, “Long-term debt” in the “Notes to Condensed Consolidated Financial Statements” for additional information.
Material Cash Requirements
Our material cash requirements as of September 24, 2025 have not changed materially since those disclosed under “Material Cash Requirements” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 25, 2024. Our material cash requirements relate mostly to future (i) debt payments, including expected interest expense, calculated based on current interest rates, (ii) restaurant operating lease payments, (iii) purchasing commitments for chicken, (iv) restaurant finance lease payments, and (v) capital expenditures.
On November 2, 2023, we announced that our Board of Directors approved a share repurchase program (“Share Repurchase Program”) under which we were authorized to repurchase up to $20,000,000 of shares of our common stock. Under the Share Repurchase Program, we were permitted to repurchase our common stock from time to time, in amounts and at prices that we deemed appropriate, subject to market conditions and other considerations. Pursuant to the Share Repurchase Program, we were authorized to effect repurchases using open market purchases, including pursuant to Rule 10b5-1 trading plans, and/or through privately negotiated transactions. The Share Repurchase Program did not obligate us to acquire any particular number of shares. The Share Repurchase Program expired on March 31, 2025.
For the thirty-nine weeks ended September 24, 2025, we repurchased 163,229 of common stock under the Share Repurchase Program, using open market purchases, for total consideration of approximately $1.8 million.
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Interest Rate Risk
On July 27, 2022, we refinanced and entered into the 2022 Credit Agreement, which provides for a $150 million five-year senior secured revolving facility. We are exposed to market risk from changes in interest rates on our debt, which bears interest, at SOFR plus a margin between 1.25% and 2.25%. As of September 24, 2025, we had outstanding borrowings of $61.0 million under our 2022 Revolver, $10.3 million of letters of credit in support of our insurance programs, and the applicable margin on outstanding borrowings under 2022 Revolver was 1.5%. A 1.0% increase in the effective interest rate applied to our 2022 Revolver borrowings would result in a pre-tax interest expense increase of $0.6 million on an annualized basis.
During the thirteen and thirty-nine weeks ended September 24, 2025, we borrowed $1.0 million and $9.0 million, respectively, and paid down $9.0 million and $19.0 million, respectively, on our 2022 Revolver and the outstanding balance as of September 24, 2025 was $61.0 million. Borrowings under the 2022 Credit Agreement (other than any swingline loans) bear interest, at the borrowers’ option, at rates based upon either SOFR or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid. If future rates based upon SOFR are higher than SOFR rates as currently determined, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash flows.
Inflation
Inflation has an impact on food, paper, construction, utility, labor and benefits, and general and administrative costs, as well as other costs, all of which can materially impact our operations. In general, we have been able to substantially offset cost increases resulting from inflation by increasing menu prices, managing menu mix, improving productivity, or making other adjustments. We may not be able to offset cost increases in the future. In addition, 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 our labor costs.
Commodity Price Risk
We are exposed to market price fluctuation in food product prices. Given the historical volatility of certain of our food product prices, including chicken, other proteins, grains, produce, dairy products, and cooking oil, these fluctuations can materially impact our food and beverage costs. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as diseases or inclement weather will not cause the prices of the commodities used in our restaurant operations to fluctuate. In periods when the prices of commodities drop, we may pay higher prices under our purchasing commitments. In rapidly fluctuating commodities markets, it may prove difficult for us to adjust our menu prices in accordance with input price fluctuations due to trade tariffs, natural disasters and other world events. Therefore, to the extent that we do not pass along cost increases to our customers, our results of operations may be adversely affected. At this time, we do not use financial instruments to hedge our commodity risk.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our disclosure controls and procedures are based on assumptions about the likelihood of future events, and even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives.
Because of their inherent limitations, we cannot guarantee that our disclosure controls and procedures will succeed in achieving their stated objectives in all cases, that they will be complied with in all cases, or that they will prevent or detect all misstatements.
Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of September 24, 2025.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during the quarter ended September 24, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are involved in various claims such as wage and hour and other legal actions that arise in the ordinary course of business, but neither we nor our subsidiaries are party to any material legal proceedings. See Note 8, “Commitments and Contingencies—Legal Matters” in the “Notes to Condensed Consolidated Financial Statements” for additional information.
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 25, 2024 filed with the SEC on March 7, 2025.
The following table summarizes our repurchases of common stock in the quarterly period ended September 24, 2025 (in thousands, except number of shares and per share amounts):
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Be Purchased Under the Plans or Programs
June 26, 2025 to July 23, 2025
-
July 24, 2025 to August 20, 2025
479
10.28
August 21, 2025 to September 24, 2025
4,784
10.68
5,263
(1)
(1) Consists of 5,263 shares acquired by us to satisfy employee tax withholding obligations in connection with the vesting of previously issued restricted stock.
The Share Repurchase Program expired on March 31, 2025.
Insider Trading Arrangements
During the thirty-nine weeks ended September 24, 2025, none of the Company’s directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Exhibit Index
Number
Description
Filed Herewith
Form
Period Ended
Exhibit
Filing Date
SEC File Number
3.1
Amended and Restated Certificate of Incorporation of El Pollo Loco Holdings, Inc.
8-K
6/5/2025
001-36556
Certificate of Designations of Series A Preferred Stock of El Pollo Loco Holdings, Inc., as filed with the Secretary of State of the State of Delaware on August 9, 2023
8/9/2023
Amended and Restated By-Laws of El Pollo Loco Holdings, Inc.
2/2/2024
31.1
Certification of Chief Executive Officer under section 302 of the Sarbanes–Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer under section 302 of the Sarbanes–Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer under 18 U.S.C. section 1350, adopted by section 906 of the Sarbanes–Oxley Act of 2002
*
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File - the cover page interactive data file does not
appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
Pursuant to Item 601(b)(32)(ii) of Regulation S-K (17 C.F.R. § 229.601(b)(32)(ii)), this certification is deemed furnished, not filed, for purposes of section 18 of the Exchange Act, nor is it otherwise subject to liability under that section. It will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except if the registrant specifically incorporates it by reference.
47
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.
El Pollo Loco Holdings, Inc.
(Registrant)
Date: October 31, 2025
/s/ Elizabeth Williams
Elizabeth Williams
Chief Executive Officer
(duly authorized officer)
/s/ Ira Fils
Ira Fils
Chief Financial Officer
(principal financial and accounting officer)