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Item 7. Management’s Discussion and Analysis

2021-03-15 compared with 2020-03-06 · 342 added, 244 removed, 426 unchanged (58% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with "Item 6.

Selected Financial Data,” and our "Audited Consolidated Financial Statements" and accompanying "Notes to Consolidated Financial Statements" included elsewhere in this Annual Report.

The following discussion should be read in conjunction with our "Audited Consolidated Financial Statements"

and accompanying "Notes to Consolidated Financial Statements"

included elsewhere in this Annual Report.

In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from management’s expectations.

See “Forward-Looking Statements” and "Item 1A.

Risk Factors” included elsewhere in this Annual Report.

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Approximately every six or seven years a 53-week fiscal year occurs.

Fiscal 2020 was a 53-week fiscal year.

Fiscal 2019 and 2018 were 52-week fiscal years.

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El Pollo Loco is a differentiated and growing restaurant concept that specializes in fire-grilling citrus-marinated chicken and operates in the LSR segment.

We strive to offer food that integrates the culinary traditions of Mexico with the healthier lifestyle of Los Angeles, a combination that we call “LA-Mex”.

Our distinctive menu features our signature product--citrus-marinated fire-grilled chicken--and a variety of Mexican and LA-inspired entrees that we create from our chicken.

We strive to offer food that integrates the culinary traditions of Mexico with the healthier lifestyle of Los Angeles, a combination that we call “LA-Mex.” Our distinctive menu features our signature product--citrus-marinated fire-grilled chicken--and a variety of Mexican and LA-inspired entrees that we create from our chicken.

We serve individual and family-sized chicken meals, a variety of Mexican and LA-inspired entrees, and sides, and, throughout the year, on a limited-time basis, additional proteins like shrimp.

Our entrees include favorites such as our Chicken Avocado Burrito, Under 500 Calorie entrees, chicken tostada salads, and Pollo Bowls.

Our entrees include favorites such as our Chicken Avocado Burrito, Pollo Fit entrees, chicken tostada salads, and Pollo Bowls.

Our famous Creamy Cilantro dressings and salsas are prepared fresh daily, allowing our customers to create their favorite flavor profiles to enhance their culinary experience.

Our distinctive menu with healthier alternatives 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.

Our distinctive menu with better for you and more affordable alternatives 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.

COVID-19 Impact

On January 30, 2020, the WHO announced a global health emergency in response to the emergence of COVID-19 and the risks to the international community as the virus spreads globally beyond its point of origin.

On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The COVID-19 pandemic has significantly disrupted our restaurant operations.

Following the pandemic declaration in March 2020, federal, state and local governments began to respond to the public health crisis by requiring social distancing, "stay at home"

directives, and restaurant restrictions - including government-mandated dining room closures - that limited business to off-premise services only (take-out, drive-thru and delivery).

Historically, approximately 20% of our sales are associated with dine-in service.

Many state and local governments continue to implement certain restrictions to try and contain the spread of the virus.

As of December 30, 2020, the majority of our restaurants in markets outside of California have dining rooms open at a limited capacity, while the majority of our restaurants in California are continuing to operate on a take-away, mobile pick-up and delivery basis, as well as maintaining drive-thru operations where available to comply with the government mandates.

Additionally, the Los Angeles market was heavily impacted by a spike in COVID-19 cases near the end of fiscal 2020.

Due to our high concentration in this market, we were disproportionately impacted by this spike.

Due to the impact of the COVID-19 pandemic, during the year ended December 30, 2020, we temporarily closed 154 restaurants, of which all but seven have reopened as of December 30, 2020.

Similarly, during the year ended December 30, 2020, our franchisees temporarily closed 69 restaurants, of which all but three have reopened as of December 30, 2020.

For both franchise-operated and company-operated restaurants, this represents total closures and may include more than one closure for the same restaurant.

These closures typically lasted from one to three days.

As of December 30, 2020, we had not permanently closed any restaurants due to the COVID-19 pandemic.

Below is a summary of other actions we have taken to enhance financial and operating flexibility for the Company and for our franchisees, and to protect our employees and customers:

● As a precautionary measure, we initially bolstered our existing cash position by fully drawing down our $150 million 2018 Revolver, adding $34.5 million of cash to our balance sheet.

However, subsequent to the initial drawdown, we paid down $78.7 million, net of additional borrowings, on our 2018 Revolver.

See Note 6 “Long-Term Debt” in the accompanying “Notes to Consolidated Financial Statements” in this Annual Report for further details regarding our current debt balances.

● We temporarily suspended all share repurchase activity, significantly reduced capital spending, reevaluated essential support center general and administrative expenses, and fine-tuned our restaurant labor model based on indoor dining room restrictions, limited dining room capacity in restaurants located in geographies where indoor dining is permitted, dining room closures and fluctuating sales volume.

● For our franchisees, we deferred 50% of their April royalties until July 1, 2020, when such royalties began to be repaid in even monthly installments over the remainder of fiscal 2020.

As of December 30, 2020, all deferred royalty balances have been repaid.

In addition, we deferred 100% of our franchisees’ 2020 remodel and new restaurant build requirements until the beginning of 2021.

We also established a support team to assist franchisees in accessing funds and benefits provided by the CARES Act, which was signed into law on March 27, 2020.

● For our employees, we continue to implement actions to help protect them from the coronavirus while working in our restaurants.

These include implementing pre-shift health assessments, enhanced cleaning procedures in our restaurants, providing gloves and masks to all system restaurant employees, installing plexiglass shields at company restaurant cashier stations and initiating other social distancing measures.

We are providing extended sick leave benefits to employees impacted by COVID-19, and we initially granted two weeks paid leave for employees who are 65 or older.

● We have shifted our marketing to highlight our free delivery program;

our Family Meals as a better for you and more affordable option;

and our meaningful value platform.

Additionally, we have added curbside pick-up, enabling customers to pick-up their orders from the safety of their own cars.

● We delayed making April, May and June rent payments on the majority of our leased properties, and we have reached rent abatement and/or deferment agreements with our landlords for those properties.

● We have taken advantage of provisions available under the CARES Act.

Specifically, we have deferred payment of employer Social Security taxes that are otherwise owed for wage payments.

During fiscal 2020, we incurred 4.9 million in COVID-19 related expenses, primarily due to leaves of absence and overtime pay.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report.

We are continually evaluating the impact of the global crisis on our financial condition, liquidity, operations, suppliers, industry, and workforce and will take additional actions as necessary.

The disruption in operations has led to us considering the impact of the COVID-19 pandemic on our liquidity, debt covenant compliance, and recoverability of long-lived and ROU assets, goodwill and intangible assets, among others.

If these disruptions to our operations from the COVID-19 pandemic continue or worsen, they may have a material negative impact on our financial results, future operations and liquidity.

The extent of such negative impact will depend, in part, on the longevity and severity of the COVID-19 pandemic, including the severity and transmission rates of COVID-19 variants, resurgences of COVID-19 that may continue to occur, the availability, distribution and efficacy of COVID-19 vaccines and how quickly and to what extent normal economic and operating conditions improve.

Due to the rapid development and fluidity of this situation, we cannot determine the ultimate impact that the COVID-19 pandemic will have on our consolidated financial condition, liquidity, and future results of operations, and therefore any prediction as to the ultimate materiality of the adverse impact on our consolidated financial condition, liquidity, and future results of operations is uncertain.

Growth Strategies and Outlook

We plan to continue to expand our business, drive restaurant sales growth, enhance our competitive positioning, and improve our operations by executing our Transformation Agenda, which consists of the following four key strategies:

• Develop a people-first culture - invest in and grow our talent;

• Differentiate the brand - accentuate our strengths and build upon them;

• Simplify operations - make it easier for employees and franchisees to run our restaurants;

• Grow the business - responsibly and profitably for the long term.

It is our intention to return to the following long-term growth strategy after the impact of the COVID-19 pandemic subsides.

We plan to continue to expand our business, drive restaurant sales growth, and enhance our competitive positioning, by executing the following strategies :

● expand our restaurant base;

● in crease our comparable restaurant sales;

● enhance operations and leverage our infrastructure.

As of December 30, 2020, we had 479 locations in six states.

In fiscal 2020, we opened one new company-operated restaurant in Nevada, which was in process prior to the COVID-19 pandemic and our franchisees opened three new restaurants, two in California and one in Arizona.

As a result of the COVID-19 crisis, we suspended company-operated new unit development until the timing of the economic recovery and our business improvement became more clear.

In addition, we allowed franchisees to defer their 2020 new unit development obligations until 2021.

In fiscal 2019, we opened two new company-operated restaurants and our franchisees opened two new restaurants, all in California.

In fiscal 2018 , we opened eight new company-operated and nine new franchised restaurants across Arizona, California, Utah, Louisiana and Texas.

In 2020, we intend to open three to four new company-operated and five to eight new franchised restaurants.

In 2021, we intend to open three to five new company-operated and four to six new franchised restaurants.

To increase comparable restaurant sales, we plan to increase customer frequency, attract new customers, and improve per-person spend.

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Comparable Restaurant Sales

In fiscal 2020, comparable restaurant sales system-wide decreased 2.4%.

In fiscal 2019 and 2018, comparable restaurant sales system-wide increased 2.0% and 1.2%, respectively.

Comparable restaurant sales growth reflects the change in year-over-year sales for the comparable restaurant base.

Comparable restaurant sales growth/decline reflects the change in year-over-year sales for the comparable restaurant base.

A restaurant enters our comparable restaurant base the first full week after its 15-month anniversary.

System-wide comparable restaurant sales include restaurant sales at all comparable company-operated restaurants and at all comparable franchised restaurants, as reported by franchisees.

Comparable restaurant sales at company-operated restaurants increased 1.9% in fiscal 2019 , 0.4% in fiscal 2018 , and 1.0% in fiscal 2017 .

In fiscal 2019 , the increase in company-operated comparable restaurant sales was primarily the result of an increase in average check size of 2.9% , partially offset by a decrease in transactions of 1.0% .

The increase in average check includes a 3.6% benefit from gross menu price increases that were implemented during 2018 and 2019.

Comparable restaurant sales at company-operated restaurants decreased 3.0% in fiscal 2020, increased 1.9% in fiscal 2019, and increased 0.4% in fiscal 2018.

In fiscal 2020, the decrease in company-operated comparable restaurant sales was primarily the result of a decrease in transactions of 15.8%, partially offset by a 15.3% increase in average check size.

The increase in average check includes a 4.1% and 3.6% benefit from gross menu price increases that were implemented during 2020 and 2019, respectively.

In fiscal 2019, the increase in company-operated comparable restaurant sales was primarily the result of an increase in average check size of 2.9%, partially offset by a decrease in transactions of 1.0%.

In fiscal 2018, the increase in company-operated comparable restaurant sales was driven by an increase in average check size of 1.4%, partially offset by a decrease in transactions of 1.0%.

In fiscal 2020, comparable restaurant sales at franchised restaurants decreased 2.0%.

In fiscal 2019 and 2018, comparable restaurant sales at franchised restaurants increased 2.0% and 1.8%, respectively.

Restaurant Development

In fiscal 2019 , we opened two company-operated restaurants, and our franchisees opened two new restaurants.

In fiscal 2020, we opened one company-operated restaurant, and our franchisees opened three new restaurants.

From time to time, we and our franchisees close restaurants.

In fiscal 2019 , we closed four restaurants and our franchisees closed two restaurants.

Additionally, we sold 16 company-operated restaurants to franchisees.

In fiscal 2020, we did not close any restaurants.

Our franchisees closed seven restaurants.

Our restaurant counts at the beginning and end of each of the last three years were as follows:

Fiscal Year Ended

Company-operated restaurant activity:

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Restaurants at end of period

Total restaurant activity:

System-wide restaurant activity:

Beginning of period

Restaurants at end of period

As of December 25, 2019 , together with our franchisees, we have remodeled 34 company-operated and 44 franchised restaurants using our newest Vision restaurant design.

As of December 30, 2020, together with our franchisees, we have remodeled 34 company-operated and 45 franchised restaurants using our Vision restaurant design.

The Vision design elevates the brand image with exterior and interior features that embrace the brand’s authentic roots with warm textures, rustic elements and a focus on the signature open kitchen layout established in previous designs.

As of December 25, 2019 , including new builds and remodels, we had 119 restaurants open with the "Vision" design in our system.

As of December 30, 2020, including new builds and remodels, we had 121 restaurants open with the "Vision"

design in our system.

Remodeling is a use of cash and has implications for our net property and depreciation line items on our consolidated balance sheets and statements of operations, among others.

The cost of our restaurant remodels varies depending on the scope of work required, but on average the investment is $0.3 to $0.4 million per restaurant.

The cost of our restaurant remodels varies depending on the scope of work required, but on average the investment is

$0.3 to $0.4 million per restaurant.

We believe that our remodeling program will result in higher restaurant revenue and a strengthened brand.

In addition, we are currently working on a new asset design that we believe will clearly differentiate and communicate our brand, both on the exterior and interior.

In addition, we have finalized a new restaurant design that we believe will clearly differentiate and communicate our brand, both on the exterior and interior.

We believe that this new design will deliver good new unit volumes and cash on cash returns in both existing and new markets.

We also believe that our remodels using this new design will result in higher restaurant revenue and a strengthened brand.

This new design replaces our “Vision” design, which was implemented in 2016.

As of the end of fiscal 2020, we have completed two remodels using the new asset design.

If these are successful, beginning in 2021, this new design will replace our “Vision” design, which was implemented in 2016.

However, given the uncertainty surrounding the severity and longevity of the COVID-19 pandemic, as a precautionary measure we significantly reduced capital spending, including limiting our remodels in 2020.

Our franchisees did not complete any remodels in 2020 as we deferred their remodel requirements until 2021.

However, in 2021 we plan on resuming our standard practices for remodels including 15 company-operated and 40 franchised restaurants.

During the second quarter of 2017, we introduced a new loyalty rewards points program in an effort to increase sales and loyalty among our customers, by offering rewards that incentivize customers to visit our restaurants more often each month.

Customers earn 1 point for each $1 spent and 100 points can be redeemed for a $10 reward to be used for a future purchase.

Customers earn points for each dollar spent and as of August 4, 2020, 50 points can be redeemed for a $5 reward to be used for a future purchase.

Prior to August 4, 2020, 100 points could be redeemed for a $10 reward.

If a customer does not earn or use points within a one-year period, their account is deactivated and all points expire.

Additionally, if a reward is not used within six months, it expires.

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.

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.

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Key Financial Definitions

Our revenue is derived from two primary sources:

company-operated restaurant revenue and franchise related revenue.

Beginning in fiscal 2018 with the adoption of Accounting Standards Update ("ASU") ASU 2014-09, franchise related revenue includes franchise advertising fee revenue representing advertising contributions received from franchisees and franchise revenue, which is comprised primarily of franchise royalties and, to a lesser extent, franchise fees and sublease rental income.

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 15 “Revenue from Contracts with Customers” in the accompanying “Notes to Consolidated Financial Statements” in this Annual Report for further details regarding our revenue recognition policy.

Food and Paper Costs

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Franchise Expenses

Franchise expenses prior to fiscal 2018 were primarily comprised of rent expenses incurred on properties leased by us and then sublet to franchisees, and expenses incurred in support of franchisee information technology systems.

Beginning in fiscal 2018 with the adoption of ASU 2014-09, franchise expenses also include all expenses of the advertising fund representing the franchised restaurants portion of advertising expenses.

Franchise expenses are primarily comprised of rent expenses incurred on properties leased by us and then sublet to franchisees, and expenses incurred in support of franchisee information technology systems.

Additionally, franchise expenses also include all expenses of the advertising fund representing the franchised restaurants portion of advertising expenses.

Depreciation and Amortization

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Impairment and Closed-Store Reserves

We review long-lived assets such as property, equipment, and intangibles, as well as ROU assets in a net asset position, on a unit-by-unit basis for impairment when events or circumstances indicate a carrying value of the assets that may not be

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 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.

Prior to the adoption of Topic 842 "Leases," closure costs include non-cash restaurant charges such as up-front expensing of the net present value of unpaid rent remaining on the life of a lease, offset by assumed sublease income.

We consider a triggering event, related to long-lived assets or ROU assets in a net asset position, to have occurred related to a specific restaurant if the restaurant’s cash flows 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, we consider a triggering event related to ROU assets, to have occurred related to a specific lease if the location has been subleased and future estimated sublease income is less than current lease payments.

If we conclude that the carrying value of certain long-lived and ROU assets will not be recovered based on expected undiscounted future cash flows, an impairment loss is recorded to reduce the long-lived 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 our 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, we may be required to recognize impairment charges in future periods, and such charges could be material.

Prior to the adoption of Topic 842 "Leases,"

closure costs include non-cash restaurant charges such as up-front expensing of the net present value of unpaid rent remaining on the life of a lease, offset by assumed sublease income.

Upon the adoption of Topic 842, the Company no longer recognizes a closed-store reserve when the Company closes a restaurant, as a lease liability related to the future lease payments is already recognized.

Rather, 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.

Rather, 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 , in addition to property tax and common area maintenance ("CAM") charges for closed restaurants.

Loss on Disposition of Restaurants

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Occupancy and other operating expenses (1)

Gain on recovery of insurance proceeds,

lost profits (1)

Company restaurant expenses (1)

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Loss on disposal of assets

Recovery of securities lawsuits related legal expenses

Recovery of securities lawsuits related legal expenses and other insurance claims

Impairment and closed-store reserves

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Total expenses

Income (loss) from operations

Income from operations

Interest expense, net

Income tax receivable agreement expense (income)

Income (loss) before provision for income taxes

Provision (benefit) for income taxes

Net income (loss)

Income tax receivable agreement expense

Income before provision for income taxes

Provision for income taxes

(1) Percentages for line items relating to cost of operations and company restaurant expenses are calculated with company-operated restaurant revenue as the denominator.

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Company-Operated Restaurant Revenue

In fiscal 2019 , company-operated restaurant revenue increased $2.3 million , or 0.6% , due to $7.6 million of additional sales from restaurants opened during or after the first quarter of the prior year.

In addition, company-operated revenue was favorably impacted by an increase in company-operated comparable restaurant sales of $7.0 million , or 1.9% , and an increase in other revenue of $0.6 million.

The growth in company-operated comparable restaurant sales was due primarily to an increase in average check size of 2.9% , partially offset by a decline in transactions of 1.0% , compared to the prior year.

The increase in average check includes a 3.6% benefit from gross menu price increases that were implemented during 2018 and 2019.

The increase in company-operated restaurant revenue was partially offset by $12.9 million of net impact of lost sales from restaurants closed in fiscal 2019 and 2018, and the 16 company-operated restaurants sold by the Company to franchisees during the 2019.

In fiscal 2020, company-operated restaurant revenue decreased $17.0 million, or 4.4%, due to a $11.9 million decrease in revenue from the closure of four restaurants and the 16 company-operated restaurants sold by the Company to franchisees during or subsequent to the first quarter of the prior year, a decrease in company-operated restaurant revenue of $11.2 million due to a 3.0% decrease in company-operated comparable restaurant sales, which we believe was primarily related to the impact of the COVID-19 pandemic, and a $1.8 million decrease due to temporary restaurant closures, primarily due to the COVID-19 pandemic.

See above under “COVID-19 Impact” for additional information related to the impact of the COVID-19 pandemic on our business.

This company-operated restaurant sales decrease was partially offset by an increase of $3.0 million of non-comparable restaurant sales on restaurants that had not been open the fifteen months required to be included in comparable restaurant sales and a $0.3 million increase in revenue recognized for our loyalty points program.

Company-operated restaurant revenue was also favorably impacted by $4.6

million for the additional week of operations in a 53-week fiscal year.

The company-operated comparable restaurant sales decrease consisted of a decline in transactions of 15.8%, partially offset by a 15.3% increase in average check size.

It is uncertain whether the increase in average check size will persist once the pandemic ends.

Franchise Revenue

In fiscal 2020, franchise revenue increased $0.6 million, or 2.1%.

This increase was primarily due to higher fees received from franchised restaurants related to their use of our point-of-sales system, a franchise comparable restaurant sales increase of 2.0% , the opening of 11 new franchised restaurants during or after the first quarter of the prior year and 16 company-operated restaurants sold by the Company to franchisees during the year.

This franchise revenue increase was partially offset by the closure of five franchise locations during the same period.

This increase was primarily due to the opening of three new franchised restaurants and sixteen company-operated restaurants sold by the Company to franchisees during or after the first quarter of the prior year, as well as $0.7 million for the additional week of franchise revenue recognized in a 53-week fiscal year.

This franchise revenue increase was partially offset by a franchise comparable sales restaurant decline of 2.0%, which we believe was primarily due to the COVID-19 pandemic, and the closure of eight franchise locations during the same period.

See above under “COVID-19 Impact” for additional information related to the impact of the COVID-19 pandemic on our business.

Franchise Advertising Fee Revenue

Franchise advertising fee revenue increased, which is paid as a percentage of the franchise restaurants' net sales, $1.2 million , or 5.5% from the comparable period in the prior year.

This increase was primarily due to an increase in the number of franchise locations and increased franchise comparable restaurant sales.

Franchise advertising fee revenue increased $0.2 million, or 0.9% from the comparable period in the prior year.

As advertising fee revenue is a percentage of franchisees’ revenue, the year-to-date fluctuation was due to the increases noted in franchise revenue above.

Food and Paper Costs

Food and paper costs decreased $10.5 million, or 9.6%, in fiscal 2020, due to a $9.2 million decrease in food costs and a $1.3 million decrease in paper costs.

The decrease in food and paper costs resulted primarily from lower company transactions, partially offset by higher commodity inflation.

The decrease in food and paper costs resulted primarily from lower company transactions due to the COVID-19 pandemic, lower food waste and increased efficiencies .

These decreases were partially offset by a $1.2 million increase in food and paper costs for the additional week of operations in a 53-week fiscal year and commodity inflation.

Food and paper costs as a percentage of company-operated restaurant revenue were 26.4% in fiscal 2020, compared to 27.9% in fiscal 2019.

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Labor and Related Expenses

Payroll and benefit expenses increased $4.3 million , or 3.8% in fiscal 2019 .

This increase was due primarily to additional labor needs arising from the opening of two new restaurants in fiscal 2019 and eight new restaurants in fiscal 2018 , minimum wage increases in California and, specifically, Los Angeles, and higher workers' compensation expense due to increased claims activity, partially offset by a reduction in labor for restaurant closures and locations sold to franchisees in fiscal 2019 and 2018 .

Payroll and benefit expenses as a percentage of company-operated restaurant revenue were 29.8% in fiscal 2019 , compared to 28.9% in fiscal 2018 .

This increase was primarily due to the wage increases noted above, partially offset by higher restaurant revenue from increases in pricing.

Labor and related expenses decreased $2.2 million, or 1.9%, in fiscal 2020.

The decrease was due primarily to a reduction in labor by restaurants closed or sold to franchisees, adjustments to the labor model based on dining room closures, operating hours and lower sales volumes and lower group insurance and workers compensation expense due to decreased claims activity.

These decreases were partially offset by higher wages primarily due to minimum wage increases in California during fiscal 2019 and 2020, labor costs associated with the COVID-19 pandemic, and $1.6 million for the additional week of operations in a 53-week fiscal year.

Labor and related expenses as a percentage of company-operated restaurant revenue were 30.6% in fiscal 2020, compared to 29.8% in fiscal 2019.

The increase was due primarily to wage increases in California and labor costs associated with the COVID-19 pandemic.

Partially offsetting these increases were the positive impacts of an increase in pricing and labor efficiencies.

Occupancy and Other Operating Expenses

Occupancy and other operating expenses increased $0.4 million, or 0.5%, in fiscal 2020.

This increase for the year-to-date period was due to a $1.1 million increase in customer order delivery fees due to increased delivery orders, a $0.2 million increase in repair and maintenance costs and a $0.2 million increase in utilities costs.

These increases were partially offset by a $0.8 million decrease in advertising costs and a $0.1 million decrease in other operating expenses.

Occupancy and other operating expenses as a percentage of company-operated restaurant revenue was 23.5% for both fiscal 2019 and fiscal 2018 , primarily due to the higher costs noted above, offset by increased pricing.

The increase was primarily due to a $2.5 million increase in customer order delivery fees payable to third parties due to an increase in delivery orders and a $0.3 million increase in other operating expenses, primarily related to the additional week of operations in a 53-week fiscal year.

These increases were partially offset by an $0.8 million decrease in advertising expenses, a $0.7 million decrease in repair and maintenance costs, a $0.5 million decrease in utilities costs, and a $0.4 million decrease in occupancy costs, primarily related to a reduction in rent expense from restaurants closed or sold to franchisees.

Occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 24.7% in fiscal 2020, compared to 23.5% in fiscal 2019, primarily due to the increases noted above and sales deleverage.

Gain on Recovery of Insurance Proceeds, Lost Profits

In fiscal 2020, we received business interruption insurance proceeds of $2.0 million, primarily related to restaurant sales losses and expenses related to the COVID-19 pandemic and resulting dining room closures.

General and Administrative Expenses

General and administrative expenses decreased $4.4 million, or 11.1%, in fiscal 2020.

The decrease for the year-to-date period was due primarily to (i) a $10.2 million decrease in legal expenses related primarily to a decrease in securities class action litigation costs, (ii) a $0.5 million decrease in restaurant pre-opening costs, (iii) a $0.3 million decrease in travel expense and (iv) a $0.3 million decrease in recruiting costs.

These decreases were partially offset by a $0.6 million increase in labor related costs, primarily related to an increase in estimated management bonus expenses, a $0.5 million increase in stock compensation expenses and a $0.3 million increase in other general and administrative expenses.

The decrease was due primarily to a $3.5 million decrease in legal expenses related primarily to a decrease in securities class action litigation costs, a $1.2 million decrease in labor related costs, largely related to a decrease in management bonus expense, a decrease in severance expense and lower group insurance costs, partially offset by the impact of an additional week of operations in a 53-week fiscal year.

Further, there was a $0.2 million decrease in recruiting costs and a $0.3 million decrease in other general and administrative expenses.

These decreases were partially offset by a $0.8 million increase in stock compensation expenses.

General and administrative expenses as a percentage of total revenue were 8.4% in fiscal 2020, compared to 9.1% in fiscal 2019.

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Legal Settlements

Legal settlements decreased $36.3 million in fiscal 2019 .

The decrease was due to (i) an accrual in 2018 of a settlement amount in fiscal 2019 related to an agreement in principle to settle all claims and allegations for the securities class action as discussed in "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report and (ii) an accrual in 2018 of an expected settlement amount related to an agreement in principle to settle all claims and allegations related to multiple wage and hour class action suits as discussed in "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report.

Legal settlements were $2.6 million in fiscal 2020, related to resolution of the longstanding lawsuit involving a contract dispute with one of the Company’s franchisees concerning asserted territory rights, as well as amounts incurred related to the payment of the final settlement amounts for consolidated wage and hour class action lawsuits resolved during fiscal 2020.

Franchise Expenses

Franchise expenses increased $1.1 million, or 4.2%, in fiscal 2020.

The increase for the year-to-date period was primarily due to increase in expenses initially paid by the Company on behalf of the franchisee, and subsequently reimbursed by the

Specifically, related to advertising expenses, rent expense for locations sub-leased and the franchisee use of our point-of-sale system.

The increase was primarily due to an increase in expenses initially paid by the Company on behalf of the franchisee, and subsequently reimbursed by the franchisee.

Specifically, these expenses were related to advertising expenses and rent expense for locations sub-leased.

Recovery of Securities Class Action Legal Expenses and Other Insurance Claims

During fiscal 2020, we received insurance proceeds of $0.1 million related to a property claim.

During fiscal 2019, we received insurance proceeds of $10.0 million related to the settlement of the securities class action lawsuit.

See Note 13, “Commitments and Contingencies—Legal Matters” in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

Impairment and Closed-Store Reserves

During fiscal 2019 , we determined that the carrying value of ROU assets and long-lived assets at certain restaurants may not be recoverable.

As a result, we recorded a $3.6 million impairment expense primarily related to the carrying value of the ROU assets of four restaurants sold to franchisees and one restaurant closed during fiscal 2019, and the long-lived assets of one restaurant in California.

During fiscal 2018, we determined that the carrying value of assets at certain restaurants may not be recoverable.

As a result, we recorded a $5.1 million impairment expense primarily related to four restaurants, in Arizona, California and Texas, including a restaurant in Texas that opened in early 2018.

During fiscal 2018, we closed seven restaurants in Arizona, California and Texas.

These closures resulted in closed-store reserve expenses of $4.5 million during fiscal 2018.

Subsequent to the adoption of Topic 842, the Company no longer recognizes a closed-store reserve when the Company closes a restaurant, as there is already a lease liability on its books related to the future lease payments.

Rather, 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.

During the fiscal 2019 , the Company closed two restaurants in California and two in Texas and recognized $1.3 million of closed-store reserve expense for fiscal 2019 , primarily related to the amortization of ROU assets for the closed stores.

The Company continues to monitor the recoverability of the carrying value of the assets of several other restaurants.

During fiscal 2020, we recorded a $3.5 million non-cash impairment charge primarily related to the carrying value of the ROU assets of one restaurant in Texas and the long-lived assets of four restaurants in California.

During fiscal 2019, we recorded a $3.6 million non-cash impairment charge primarily related to the carrying value of the ROU assets of four restaurants sold to franchisees and one restaurant closed during fiscal 2019, and the long-lived assets of one restaurant in California.

Given the inherent uncertainty in projecting results for newer restaurants in newer markets, as well as the impact of the COVID-19 pandemic, the Company is 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.

During fiscal 2020, we recognized $1.2 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for our closed locations .

During fiscal 2019, we closed two restaurants in California and two in Texas and recognized $1.3 million of closed-store reserve expense for fiscal 2019, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.

Loss on Disposition of Restaurants

During fiscal 2019, we completed the sale of four company-operated restaurants within the San Francisco area to an existing franchisee and seven company-operated restaurants in the Phoenix area to another existing franchisee.

We determined that these restaurant dispositions represent multiple element arrangements, and as a result, the cash consideration received was allocated to the separate elements based on their relative selling price.

Cash proceeds

included upfront consideration for the sale of the restaurants and franchise fees, as well as future cash consideration for royalties and lease payments.

We also considered the future lease payments in allocating the initial cash consideration received.

The cash consideration per restaurant for franchise fees is consistent with the amounts stated in the related franchise agreements, which are charged for separate standalone arrangements.

We initially defer and subsequently recognize the franchise fees over the term of the franchise agreement.

Future royalty income is also recognized in revenue as earned.

These sales resulted in cash proceeds of $4.8 million and a net loss on sale of restaurants of $5.1 million for the fiscal year ended December 25, 2019.

These restaurants are included in the total number of franchised El Pollo Loco restaurants.

Interest Expense, Net

For fiscal 2019 , net interest expense, increased by $0.2 million , primarily due to higher outstanding balances on our 2018 Revolver (as defined below), partially offset by interest income received related to the interest rate swap entered into during fiscal 2019 .

See "Note 6, Long-Term Debt, Interest Rate Swap."

For fiscal 2020, net interest expense, decreased by $0.4 million, primarily related to lower interest rates and lower outstanding balances on our 2018 Revolver.

Income Tax Receivable Agreement

In fiscal 2019 we recognized income tax receivable agreement expense of $0.1 million as a result of changes to future forecasted results.

In 2018 , we incurred income tax receivable agreement income of $0.8 million , resulting from changes to future forecasted results and timing of the deductibility of certain temporary differences including the current year legal settlement accrual.

On July 30, 2014, we entered into the TRA.

The TRA calls for us to pay to our pre-IPO stockholders 85% of the savings in cash that we realize in our taxes as a result of utilizing our net operating losses and other tax attributes attributable to preceding periods.

In each of fiscal 2020 and fiscal 2019 we recognized income tax receivable agreement expense of $0.1 million.

In fiscal 2020 and 2019, we paid $5.2 million and $5.8 million, respectively, to our pre-IPO stockholders under the TRA.

Provision for Income Taxes

In fiscal 2019 , we recorded an income tax expense of $9.7 million , compared to income tax benefit of $3.2 million in fiscal 2018 , reflecting an estimated effective tax rate of 28.0% and 26.3% , respectively.

The higher effective tax rate in 2019 resulted primarily from an increase in disallowed executive compensation under section 162(m) and a decrease in benefit from Workers Opportunity Tax Credit relative to pretax book income.

In addition, there was a $1.0 million valuation allowance against our deferred tax assets recorded in each of fiscal 2018 and fiscal 2017.

The valuation allowance against our deferred tax assets resulted from certain tax credits that may not be realizable prior to the time the credits expire.

In fiscal 2020, we recorded an income tax expense of $5.7 million, compared to income tax expense of $9.7 million in fiscal 2019, reflecting an estimated effective tax rate of 18.8% and 28.0%, respectively.

The difference between the 21.0% statutory rate and the Company’s effective tax rate of 18.8% for the year-to-date ended December 30, 2020 is primarily a result of windfall tax benefit related to stock options exercised and state taxes , a Work Opportunity Tax Credit benefit and the change in valuation allowance against certain state credits as a result of future forecasted income apportioned to the state jurisdiction.

The difference between the 21.0% statutory rate and the Company’s effective tax rate of 28.0% for the year ended December 25, 2019 is primarily a result of state taxes and the change in valuation allowance against our deferred tax assets recorded in each of fiscal 2018 and fiscal 2017.

Fiscal Year 2019 Compared to Fiscal Year 2018

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Impairment and closed-store reserves

Loss on disposition of restaurants

Total expenses

(Loss) income from operations

Income (loss) from operations

Interest expense, net

Income tax receivable agreement income

(Loss) income before provision for income taxes

(Benefit) provision for income taxes

Net (loss) income

Income tax receivable agreement expense (benefit)

Income (loss) before provision for income taxes

Provision (benefit) for income taxes

Net income (loss)

(1) Percentages for line items relating to cost of operations and company restaurant expenses are calculated with company-operated restaurant revenue as the denominator.

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Company-Operated Restaurant Revenue

In fiscal 2018 , company-operated restaurant revenue increased $12.2 million , or 3.2% , due to $16.3 million of additional sales from new restaurants.

In addition, company-operated revenue was favorably impacted by an increase in company-operated comparable restaurant sales of $1.6 million, or 0.4%.

The increase in average check includes a 2.1% benefit from gross menu price increases that were implemented during 2017 and 2018.

In fiscal 2019, company-operated restaurant revenue increased $2.3 million, or 0.6%, due to $7.6 million of additional sales from restaurants opened during or after the first quarter of the prior year.

In addition, company-operated revenue was favorably impacted by an increase in company-operated comparable restaurant sales of $7.0 million, or 1.9%, and an increase in other revenue of $0.6 million.

The growth in company-operated comparable restaurant sales was due primarily to an increase in average check size of 2.9%, partially offset by a decline in transactions of 1.0%, compared to the prior year.

The increase in company-operated restaurant revenue was partially offset by $5.3 million of net impact of lost sales from closed restaurants in fiscal 2018 and 2017, and a $0.4 million decrease in other revenue.

The increase in average check includes a 3.6% benefit from gross menu price increases that were implemented during 2018 and 2019.

Franchise Revenue

In fiscal 2019, franchise revenue increased $3.0 million, or 11.8%.

This increase was due primarily to an increase in franchised comparable restaurant sales of 1.8%, and higher sales revenue resulting from additional franchise units.

This was partially offset by a decline in franchise agreement and development agreement fees and lower levels of rent received from franchised restaurants related to their use of our owned or leased properties.

This increase was primarily due to higher fees received from franchised restaurants related to their use of our point-of-sales system, a franchise comparable restaurant sales increase of 2.0%, the opening of 11 new franchised restaurants during or after the first quarter of the prior year and 16 company-operated restaurants sold by the Company to franchisees during the year.

This franchise revenue increase was partially offset by the closure of five franchise locations during the same period.

Franchise Advertising Fee Revenue

Beginning in fiscal 2018 , we implemented ASU 2014-09, which requires us to present franchise advertising contributions received from franchisees as franchise advertising fee revenue and record all expenses of the advertising fund within franchise expenses, resulting in an increase in revenues and expenses on our consolidated statements of operations.

As such, franchise revenue increased $21.2 million , from the comparable period in the prior year, as this was the first year of implementation.

Refer to the Consolidated Financial Statements, "Note 15, Revenue from Contracts with Customers", in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report for further details.

Franchise advertising fee revenue increased, which is paid as a percentage of the franchise restaurants' net sales, $1.2 million, or 5.5% from the comparable period in the prior year.

This increase was primarily due to an increase in the number of franchise locations and increased franchise comparable restaurant sales.

Food and Paper Costs

Food and paper costs increased $1.2 million in fiscal 2018 , due to a $0.6 million increase in food costs and a $0.6 million increase in paper costs.

This increase was due primarily to higher restaurant revenue.

Food and paper costs decreased $1.9 million, or 1.7%, in fiscal 2019, due to a $1.8 million decrease in food costs and a $0.1 million decrease in paper costs.

The decrease in food and paper costs resulted primarily from lower company transactions, partially offset by higher commodity inflation.

Food and paper costs as a percentage of company-operated restaurant revenue were 27.9% in fiscal 2019, compared to 28.6% in fiscal 2018.

This percentage decrease was due primarily to higher restaurant revenues due to increases in pricing.

This percentage decrease was due primarily to an increase in pricing, partially offset by commodity inflation.

Labor and Related Expenses

Payroll and benefit expenses increased $5.8 million in fiscal 2018 .

This increase was due primarily to additional labor needs arising from the opening of eight new restaurants in fiscal 2018 and 16 new restaurants in fiscal 2017 (partially offset by reduced labor for restaurant closures in fiscal 2018 and 2017), minimum wage increases in California and Los Angeles, and higher group insurance costs due to increased claims activity.

Payroll and benefit expenses increased $4.3 million, or 3.8%, in fiscal 2019.

This increase was due primarily to additional labor needs arising from the opening of two new restaurants in fiscal 2019 and eight new restaurants in fiscal 2018, minimum wage increases in California and, specifically, Los Angeles, and higher workers' compensation expense due to increased claims activity, partially offset by a reduction in labor for restaurant closures and locations sold to franchisees in fiscal 2019 and 2018.

Payroll and benefit expenses as a percentage of company-operated restaurant revenue were 29.8% in fiscal 2019, compared to 28.9% in fiscal 2018.

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Occupancy and Other Operating Expenses

Occupancy and other operating expenses increased $5.8 million in fiscal 2018 .

This increase for the year-to-date period was due to a $1.8 million increase in occupancy costs, due primarily to additional rent and property tax, a $1.3 million increase in other controllable costs, resulting primarily from an increase in operating supply costs and trash collection costs, a $1.0 million increase in advertising costs and a $0.8 million increase in other operating expenses, resulting primarily from an increase in credit card fees and customer order delivery fees.

The increases in fiscal 2018 were partially due to new restaurant openings during or after the first quarter of 2017.

Occupancy and other operating expenses as a percentage of company-operated restaurant revenue was 23.5% in fiscal 2018, compared to 22.7% in fiscal 2017.

This increase is primarily due to the higher costs noted above.

Occupancy and other operating expenses increased $0.6 million, or 0.7%, in fiscal 2019.

These increases were partially offset by a $0.8 million decrease in advertising costs and a $0.1 million decrease in other operating expenses.

Occupancy and other operating expenses as a percentage of company-operated restaurant revenue was 23.5% for both fiscal 2019 and fiscal 2018, primarily due to the higher costs noted above, offset by increased pricing.

General and Administrative Expenses

General and administrative expenses increased $11.7 million in fiscal 2018 .

The increase was due primarily to (i) an $8.7 million increase in legal expense primarily related to the securities class action as discussed in "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report, (ii) a $1.4 million increase in payroll expense due primarily to an increase in our accrual for our annual bonus program and an increase in severance costs related to executive terminations, (iii) a $0.9 million increase in stock compensation related expenses, primarily related to the stock modification discussed in "Note 11.

Stock-Based Compensation" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report and (iv) a $0.5 million increase in other professional fees, primarily related to general internal audit control development and effectiveness testing as well as additional tax services during 2018.

These increases were partially offset by a $1.1 million decrease in new restaurant opening costs.

General and administrative expenses as a percentage of total revenue was 11.5% in fiscal 2018, compared to 9.6% in fiscal 2017.

This increase is primarily due to the higher costs noted above.

General and administrative expenses decreased $9.9 million, or 19.6%, in fiscal 2019.

General and administrative expenses as a percentage of total revenue were 9.1% in fiscal 2019, compared to 11.5% in fiscal 2018.

This decrease is primarily due to the cost decreases noted above.

Legal Settlements

Legal settlements increased $36.3 million in fiscal 2018 .

The increase was due to (i) an accrual of an expected settlement amount in fiscal 2018 related to an agreement in principle to settle all claims and allegations for the securities class action as discussed in "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report and (ii) an accrual of an expected settlement amount in fiscal 2018 related to an agreement in principle to settle all claims and allegations related to multiple wage and hour class action suits as discussed in "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report.

Legal settlements decreased $36.3 million in fiscal 2019.

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report and (ii) an accrual in 2018 of an expected settlement amount related to an agreement in principle to settle all claims and allegations related to multiple wage and hour class action suits as discussed in Note 13 “Commitments and Contingencies—Legal Matters"

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

Franchise Expenses

As such, franchise expenses increased by $21.1 million , from the comparable period in the prior year, representing the presentation of advertising fund expenses within franchise expenses as this was the first year of implementation.

Franchise expenses increased $3.2 million, or 13.0%, in fiscal 2019.

The increase for the year-to-date period was primarily due to increase in expenses initially paid by the Company on behalf of the franchisee, and subsequently reimbursed by the franchisee.

Specifically, related to advertising expenses, rent expense for locations sub-leased and the franchisee use of our point-of-sale system.

Impairment and Closed-Store Reserves

During fiscal 2019, we determined that the carrying value of ROU assets and long-lived assets at certain restaurants may not be recoverable.

During fiscal 2018, we determined that the carrying value of assets at certain restaurants may not be recoverable.

As a result, we recorded a $5.1 million impairment expense primarily related to four restaurants in Arizona, California and Texas, including a restaurant in Texas that opened in early 2018.

During fiscal 2017, we determined that the carrying value of the assets of 21 restaurants, in Arizona, California and Texas, may not be recoverable.

Additionally, we made a strategic decision to close two additional restaurants in Texas.

As a result, we recorded a $32.6 million impairment expense.

The impairment expense for fiscal 2017 included an impairment expense of $27.7 million, representing the entire remaining value of capitalized assets of all of our company-operated restaurants in Texas, net of previously recorded depreciation.

Factors which led to the impairment of our Texas restaurants included operating results, which indicated that the restaurants did not achieve the sales volumes required to generate positive cash flows or improve profitability in the Texas market, along with the related future cash flow assumptions, including comparable sales rate growth and restaurant operating costs, over the remaining lease terms and the age of the restaurants in Texas.

The restaurants in Texas began opening in late 2014, causing a higher net book value at the time of impairment testing, and increased difficulty projecting results for newer restaurants in newer markets.

During fiscal 2018, we closed seven restaurants in Arizona, California and Texas.

These closures resulted in closed-store reserve expenses of $4.5 million during fiscal 2018.

During fiscal 2017, we closed four restaurants in Texas, one of which was fully impaired during the fourth quarter of 2016, one of which was fully impaired during the third quarter of 2016 and the other two were fully impaired in fiscal 2017.

Additionally, we closed one restaurant in Arizona, which was fully impaired in the third quarter of 2016.

These closures resulted in closed-store reserve expenses of $1.1 million during fiscal 2017.

Rather, 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.

During fiscal 2019, the Company closed two restaurants in California and two in Texas and recognized $1.3 million of closed-store reserve expense for fiscal 2019, primarily related to the amortization of ROU assets for the closed stores.

The Company continues to monitor the recoverability of the carrying value of the assets of several other restaurants.

Interest Expense, Net

For fiscal 2018, interest expense, net increased by $0.2 million primarily due to an increase in the interest rate on our revolving debt during 2018.

For fiscal 2019, net interest expense, increased by $0.2 million, primarily due to higher outstanding balances on our 2018 Revolver, partially offset by interest income received related to the interest rate swap entered into during fiscal 2019.

See Note 6 “Long-Term Debt-Interest Rate Swap"

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

Income Tax Receivable Agreement

In fiscal 2018 , we recognized income tax receivable agreement income of $0.8 million as a result of changes to future forecasted results and the timing of the deductibility of certain temporary differences including the current year legal settlement accruals.

In 2017 we incurred income tax receivable agreement income of $5.6 million , resulting from the amortization of interest expense related to our total expected TRA payments, changes to future forecasted results, the reduction of the expected TRA liability as a result of the impact of the Tax Cuts and Jobs Act (the “Tax Act") on the corporate tax rate on future years, and expected realization of various pre-IPO tax credits.

In fiscal 2019 we recognized income tax receivable agreement expense of $0.1 million as a result of changes to future forecasted results.

In 2018, we incurred income tax receivable agreement income of $0.8 million, resulting from changes to future forecasted results and timing of the deductibility of certain temporary differences including the current year legal settlement accrual.

In fiscal 2019 and 2018, we paid $5.8 million and $7.3 million, respectively, to our pre-IPO stockholders under the TRA.

Provision for Income Taxes

In fiscal 2018 , we recorded an income tax expense of $3.2 million , compared to income tax expense of $0.5 million in fiscal 2017, reflecting an estimated effective tax rate of 26.3% and 5.5%, respectively.

The lower effective tax rate in 2017 resulted

primarily from the Tax Act enacted on December 22, 2017.

The Tax Act had the following effects on our income tax expense for the year ended December 27, 2017:

Under ASC 740, Income Taxes, we are required to revalue any deferred tax assets or liabilities in the period of enactment by the change in tax rates.

The Tax Act lowers the corporate income tax rate from 35% to 21%.

We estimated the impact of the revaluation of our deferred tax assets and liabilities, resulting in a decrease to our net deferred income tax liability by $1.4 million which is reflected as a decrease in our income tax expense in our results for fiscal 2017.

The reduced corporate tax rate, also resulted in a TRA benefit to the provision for income tax expense for fiscal 2017 in the amount of $2.0 million.

The Tax Act is generally effective for tax years beginning after December 31, 2017.

As such, the reduction in the corporate income tax rate from 35% to 21% is effective for the fiscal year ended December 26, 2018.

In addition, there was a $1.0 million valuation allowance against our deferred tax assets recorded in each of fiscal 2018 and 2017.

In fiscal 2019, we recorded an income tax expense of $9.7 million, compared to income tax benefit of $3.2 million in fiscal 2018, reflecting an estimated effective tax rate of 28.0% and 26.3%, respectively.

In addition, there was a $1.0 million valuation allowance against our deferred tax assets recorded in each of fiscal 2018 and fiscal 2017.

The valuation allowance against our deferred tax assets resulted from certain tax credits that may not be realizable prior to the time the credits expire.

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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, company-operated average unit volumes ("AUV"), restaurant contribution, restaurant contribution margin, new restaurant openings, EBITDA, and Adjusted EBITDA.

In fiscal 2019 , our restaurants generated company-operated restaurant revenue of $391.1 million and system-wide sales of $894.5 million , and system comparable sales increased 2.0% , consisting of company-operated restaurant comparable sales growth of 1.9% and franchised comparable sales growth of 2.0% .

The company-operated comparable sales increase consisted of a 2.9% check growth, partially offset by a 1.0% transaction decrease.

In fiscal 2020, our restaurants generated company-operated restaurant revenue of $374.1 million and system-wide sales of $879.6 million, and system comparable sales decline of 2.4%, consisting of company-operated restaurant comparable sales decline of 3.0% and franchised comparable sales decline of 2.0%.

The company-operated comparable sales decrease consisted of a 15.8% transaction decrease, partially offset by a 15.3% check growth.

In fiscal 2020, for company-operated restaurants, our annual AUV was $1.9 million, restaurant contribution margin was 18.8%, and Adjusted EBITDA was $61.6 million.

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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.

In addition, we expect our company-operated restaurant revenue and comparable restaurant sales to continue to fluctuate significantly due to the current COVID-19 pandemic.

See above under “COVID-19 Impact” for additional information related to the impact of the COVID-19 pandemic on our business.

System-Wide Sales

11 unchanged sentences

Franchise revenue

Franchise advertising fee revenue

Sales from franchised restaurants

13 unchanged sentences

Second, we annualize that average weekly per-restaurant sales figure by multiplying it by 52.

An operating week is defined as a restaurant open for business over a seven-day period from Thursday to Wednesday.

An operating week is defined as a restaurant open for business over a seven-day

period from Thursday to Wednesday.

This measurement allows management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.

20 unchanged sentences

Franchise advertising fee revenue

Recovery of securities lawsuits related legal expenses

Recovery of securities lawsuits related legal expenses and other insurance claims

Impairment and closed-store reserves

29 unchanged sentences

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

(Amounts in thousands)

Net income (loss)

1 unchanged sentence

Provision (benefit) for income taxes

Interest expense, net

Interest expense, net of interest income

Depreciation and amortization

1 unchanged sentence

Loss on disposal of assets (b)

Recovery of securities lawsuits related legal expense (c)

Recovery of securities lawsuits related legal expense and other insurance claims (c)

Impairment and closed-store reserves (d)

Loss on disposition of restaurants (e)

Legal settlements (f)

Income tax receivable agreement expense (income) (g)

Securities class action legal expense (h)

Income tax receivable agreement expense (income) (f)

Securities class action legal expense (g)

Legal settlements (h)

Pre-opening costs (i)

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Adjusted EBITDA

Includes non-cash, stock-based compensation, excluding stock-based compensation costs associated with the transition of our former CEO.

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.

(a) Includes non-cash, stock-based compensation, excluding stock-based compensation costs associated with the transition of our former CEO.

(b) 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.

In fiscal 2019, we received insurance proceeds of $10.0 million related to the settlement of the securities class action lawsuit and in fiscal 2018 we received insurance proceeds of $8.4 million related to the reimbursement of certain legal expenses paid in prior years for the defense of securities lawsuits.

See "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report.

Includes costs related to impairment of long-lived and ROU assets and closing restaurants.

During fiscal 2019 , we recorded impairment charges of $3.6 million for the year ended December 25, 2019 , primarily related to the carrying value of the ROU assets of four restaurants sold to franchisees and one restaurant closed during fiscal 2019, and the long-lived assets of one restaurant in California.

Additionally, d uring fiscal 2019 , we closed two restaurants in California and two restaurants in Texas and recognized $1.3 million of closed-store reserve expense for the fiscal year ended 2019 , primarily related to the amortization of ROU assets for closed stores.

See Note 13 “Commitments and Contingencies—Legal Matters"

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

(d) Includes costs related to impairment of long-lived and ROU assets and closing restaurants.

During fiscal 2020, we recorded non-cash impairment charges of $3.5 million for the year ended December 30, 2020, primarily related to the carrying value of the ROU assets of one restaurant in Texas and the long-lived assets of four restaurants in California.

Given the difficulty in projecting results for newer restaurants in newer markets, as well as the impact of the COVID-19 pandemic, 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.

D uring fiscal 2020, we recognized $1.2 million of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.

In fiscal 2019, we recorded impairment charges of $3.6 million, primarily related to the carrying value of the ROU assets of four restaurants sold to franchisees and one restaurant closed during fiscal 2019, and the long-lived assets of one restaurant in California.

Additionally, during fiscal 2019, we closed two restaurants in California and two restaurants in Texas and recognized $1.3 million of closed-store reserve expense for the fiscal year ended 2019, primarily related to the amortization, property taxes and CAM payments for our closed locations.

In fiscal 2018, we recorded a non-cash impairment charge of $5.1 million, primarily related to the carrying value of four restaurants in Arizona, California and Texas, including a restaurant in Texas that opened in early 2018.

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These closures resulted in closed-store reserve expenses of $4.5 million during fiscal 2018.

In fiscal 2017 , we recorded a non-cash impairment charge of $32.6 million , primarily related to the carrying value of the assets of 23 restaurants in Arizona, California and Texas.

The impairment expense for fiscal 2017 includes an impairment expense of $27.7 million , representing the entire value of capitalized assets of all of the company-operated restaurants in Texas, net of previously recorded depreciation.

Additionally, during fiscal 2017, we closed four restaurants in Texas, one of which was fully impaired during the fourth quarter of 2016, one of which was impaired during the third quarter of 2016 and the other two were impaired in fiscal 2017.

Additionally, we closed one restaurant in Arizona, which was fully impaired in the third quarter of 2016.

These closures resulted in closed-store reserve expenses of $1.1 million during fiscal 2017.

During fiscal 2019 , we completed the sale of four company-operated restaurants within the San Francisco area to an existing franchisee, seven company-operated restaurants in the Phoenix area to another existing franchisee and five company-operated restaurants in Texas to a third franchisee, which resulted in cash proceeds of $4.8 million and a net loss on sale of restaurants of $5.1 million for the year ended December 25, 2019 .

Legal settlements of $36.3 million in fiscal 2018 included (i) an accrual of an expected settlement amount in fiscal 2018 related to an agreement in principle to settle all claims and allegations for the securities class action and (ii) an accrual of an expected settlement amount in fiscal 2018 related to an agreement in principle to settle all claims and allegations, related to multiple wage and hour class action suits.

For additional information on legal settlements, see "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report.

On July 30, 2014, we entered into the income tax receivable agreement ("TRA").

(e) During fiscal 2019, we completed the sale of four company-operated restaurants within the San Francisco area to an existing franchisee, seven company-operated restaurants in the Phoenix area to another existing franchisee and five company-operated restaurants in Texas to a third franchisee, which resulted in cash proceeds of $4.8 million and a net loss on sale of restaurants of $5.1 million for the year ended December 25, 2019.

(f) On July 30, 2014, we entered into the TRA.

This agreement calls for us to pay to our pre-IPO stockholders 85% of the savings in cash that we realize in our taxes as a result of utilizing our net operating losses and other tax attributes attributable to preceding periods.

For the years ended December 25, 2019 and December 26, 2018 , income tax receivable agreement expense (income) consisted of the amortization of interest expense and changes to future forecasted results and the timing of deductibility of certain timing differences, including for fiscal 2018 the legal settlement accruals, related to our total expected TRA payments.

For fiscal 2017, the income tax receivable agreement income was primarily due to the Tax Cuts and Jobs Act (the "Tax Act"), and the resulting changes to the Federal corporate income tax rate.

Consists of costs related to the defense of securities lawsuits.

See "Note 13.

Commitments and Contingencies—Legal Matters" in the accompanying "Notes to Consolidated Financial Statements" in this Annual Report.

Pre-opening costs are a component of general and administrative expenses, and consist of costs directly associated with the opening of new restaurants and incurred prior to opening, including management labor costs, staff labor costs during training, food and supplies used during training, marketing costs, and other related pre-opening costs.

For the years ended December 30, 2020, December 25, 2019 and December 26, 2018, income tax receivable agreement expense (income) consisted of the amortization of interest expense, changes to future forecasted results, changes in estimates for actual tax returns filed and the timing of deductibility of certain timing differences, including for fiscal 2018 the legal settlement accruals, related to our total expected TRA payments.

(g) Consists of costs related to the defense of securities lawsuits.

See Note 13 “ Commitments and Contingencies—Legal Matters "

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

(h) Fiscal 2020 consists of an expense of $2.6 million related to resolution of the longstanding lawsuit involving a contract dispute with one of the Company’s franchisees concerning asserted territory rights, as well as amounts incurred related to the payment of the final settlement amounts for consolidated wage and hour class action lawsuits resolved during fiscal 2020.

For additional information on legal settlements, see Note 13 “Commitments and Contingencies—Legal Matters"

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

(i) Pre-opening costs are a component of general and administrative expenses, and consist of costs directly associated with the opening of new restaurants and incurred prior to opening, including management labor costs, staff labor costs during training, food and supplies used during training, marketing costs, and other related pre-opening costs.

These are generally incurred over the three to five months prior to opening.

Pre-opening costs also include occupancy costs incurred between the date of possession and the opening date for a restaurant.

Includes costs associated with the transition of our CEO, such as executive recruiting costs and stock-based compensation costs associated with the transition of our former CEO in 2018.

(j) Includes costs associated with the transition of our CEO, such as executive recruiting costs, stock-based compensation and CEO sign-on bonus associated with the transition of our former CEO in 2018.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and our secured revolving credit facility.

Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and the 2018 Revolver.

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.

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 and expansion plans for at least the next 12 months from the issuance of the consolidated financial statements.

We believe that these sources of liquidity and capital are sufficient to finance our continued operations for at least the next 12 months from the issuance of the consolidated financial statements.

However, depending on the severity and longevity of the COVID-19 pandemic, the efforts taken to reduce its spread (including government-mandated closures of our dining rooms) and the possibility of a subsequent resurgence of the COVID-19 outbreak after the current outbreak subsides, our financial performance and liquidity could be further impacted and could impact our ability to meet certain financial covenants required in our 2018 Credit Agreement (as defined below), specifically the lease-adjusted coverage ratio and fixed-charge coverage ratio.

The following table presents summary cash flow information for the years indicated:

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Financing activities

Net increase (decrease) in cash and cash equivalents

Net increase (decrease) in cash

Operating Activities

In fiscal 2019 , net cash provided by operating activities decreased by $9.3 million compared to fiscal 2018 .

This was due primarily to unfavorable working capital fluctuations.

In fiscal 2020, net cash provided by operating activities increased by $4.4 million compared to fiscal 2019.

This increase was due primarily to favorable working capital fluctuations, partially offset by a decline in profitability after non-cash items for the year ended December 30, 2020 compared to the prior year, which we believe related to the COVID-19 pandemic.

In fiscal 2019, net cash provided by operating activities decreased by $9.3 million compared to fiscal 2018.

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In fiscal 2020, net cash used in investing activities decreased by $4.0 million compared to fiscal 2019.

This was due to a decrease of $12.4 million in capital expenditure spending, due primarily to opening two new company-operated restaurants in fiscal 2019 , compared to eight new restaurants in fiscal 2018 , and cash proceeds of $4.8 million related to the sale of four company-operated restaurants within the San Francisco area to an existing franchisee and seven company-operated restaurants in the Phoenix area to another existing franchisee.

In fiscal 2019 , we incurred capital expenditures of approximately $15.4 million , consisting of $6.6 million related to new restaurants, $2.4 million related to the remodeling of existing restaurants, and $6.4 million related to major maintenance and other corporate capital expenditures.

This was due primarily to purchases of property and equipment of $6.7 million in fiscal 2020 compared to $15.4 million in fiscal 2019.

This was partially offset by cash proceeds of $4.8 million received during the year ended December 25, 2019 related to the sale of four company-operated restaurants within the San Francisco area to an existing franchisee and seven company-operated restaurants in the Phoenix area to another existing franchisee.

Capital expenditures for these periods exclude unpaid purchases of property and equipment.

In fiscal 2019, net cash used in investing activities decreased by $17.1 million compared to fiscal 2018.

This was due to a decrease in capital expenditure spending, due primarily to opening eight new company-operated restaurants in fiscal 2018, compared to 16 new restaurants in fiscal 2017.

This was due to a decrease of $12.4 million in capital expenditure spending, due primarily to opening two new company-operated restaurants in fiscal 2019, compared to eight new restaurants in fiscal 2018, and cash proceeds of $4.8 million related to the sale of four company-operated restaurants within the San Francisco area to an existing franchisee and seven company-operated restaurants in the Phoenix area to another existing franchisee.

In fiscal 2019, we incurred capital expenditures of approximately $15.4 million, consisting of $6.6 million related to new restaurants, $2.4 million related to the remodeling of existing restaurants, and $6.4 million related to major maintenance and other corporate capital expenditures.

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In fiscal 2020, net cash used by financing activities increased by $4.3 million compared to fiscal 2019.

This was due primarily to an increase in repurchases of common stock of $47.4 million and a decrease in proceeds received from stock option exercises of $0.4 million in fiscal 2019 compared to fiscal 2018 , partially offset by an increase in net borrowings on our revolving debt of $42.7 million .

This increase was due primarily to $34.2 million of net pay downs on the 2018 Revolver during fiscal 2020, compared to net borrowings of $23.0 million in fiscal 2019.

This was partially offset by $48.4 million of cash outflow related to stock buybacks in fiscal 2019 and an increase of $4.4 million of proceeds received from the issuance of common stock upon exercise of stock options in fiscal 2020 compared to fiscal 2019.

In fiscal 2019, net cash used by financing activities increased by $5.1 million compared to fiscal 2018.

This was due primarily to an increase in net pre-payments on our revolving debt of $8.7 million and an increase in repurchases of common stock of $1.0 million which were partially offset by an increase in proceeds received from stock option exercises of $1.7 million in fiscal 2018 compared to fiscal 2017.

This was due primarily to an increase in repurchases of common stock of $47.4 million and a decrease in proceeds received from stock option exercises of $0.4 million in fiscal 2019 compared to fiscal 2018, partially offset by an increase in net borrowings on our revolving debt of $42.7 million.

Debt and Other Obligations

Current Credit Agreement

On July 13, 2018 , the Company refinanced its credit agreement with Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto (the "2014 Revolver") pursuant to a credit agreement (the "2018 Credit Agreement") among El Pollo Loco, Inc.

("EPL"), our indirect wholly owned operating subsidiary, as borrower, and the Company and EPL Intermediate, Inc.

("Intermediate"), Holdings' direct subsidiary, 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, which provides for a $150.0 million five -year senior secured revolving credit facility (the

“2018 Revolver”).

On July 13, 2018, the Company refinanced its credit agreement with Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto (the "2014 Revolver")

pursuant to a credit agreement (the "2018 Credit Agreement") among El Pollo Loco, Inc.

("EPL"), our indirect wholly owned operating subsidiary, as borrower, and the Company and EPL Intermediate, Inc.

("Intermediate"), Holdings’ direct subsidiary, 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, which provides for a $150.0 million five-year senior secured revolving credit facility (the “2018 Revolver”).

The 2018 Revolver includes a sub limit of $15.0 million for letters of credit and a sub limit of $15.0 million for swingline loans.

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The obligations of the Company, EPL and Intermediate under the 2018 Credit Agreement and related loan documents are secured by a first priority lien on substantially all of their respective assets.

Under the 2018 Revolver, Holdings may not make 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, (ii) pay under its 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 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 2018 Revolver.

The 2018 Credit Agreement contains certain financial covenants.

The Company was in compliance with all such covenants at December 30, 2020.

Borrowings under the 2018 Revolver (other than any swingline loans) bear interest, at the borrower’s option, at rates based upon either LIBOR or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid.

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For borrowings under the 2018 Revolver during fiscal 2020, the interest rate range was 1.6% to 3.3%.

For borrowings under both the 2014 Revolver and the 2018 Revolver during fiscal 2018 , the interest rate range was 3.3% to 4.0% .

For borrowings under the 2018 Revolver during fiscal 2019, the interest rate range was 3.2% to 6.0%.

The interest rate under the 2018 Revolver was 1.6% at December 30, 2020 and 3.2% under the 2018 Revolver at December 25, 2019.

The 2018 Credit Agreement contains certain financial covenants.

The Company was in compliance with all such covenants at December 25, 2019 .

See the "Notes to the Consolidated Financial Statements," "Note 1, Description of Business" for restrictions on the payment of dividends under the 2018 Credit Agreement.

At December 30, 2020, $8.4 million of letters of credit and $62.8 million of the revolving line of credit were outstanding.

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During the year ended December 25, 2019, we entered into an interest rate swap with a notional amount of $40.0 million, related to the outstanding borrowings under our 2018 Revolver.

The interest rate swap was designated as a cash flow hedge and effectively converted a portion of our outstanding borrowings to a fixed rate of 2.81%.

The interest rate swap was designated as a cash flow hedge and effectively converted a portion of our outstanding borrowings to a fixed rate of 1.31%, plus the applicable margin spread, which is currently 1.5%.

The interest rate swap matures in June 2023.

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Purchasing commitments—chicken

(1) Includes the impact of our delay in making April, May and June rent payments on the majority of our leased properties as discussed under the COVID-19 Impact in this section above at December 30, 2020.

(2) Includes expected interest expenses, calculated based on applicable interest rates at December 30, 2020.

Off-Balance Sheet Arrangements

At December 25, 2019 , December 26, 2018 , and December 27, 2017 , we had $8.4 million , $8.5 million, and $8.1 million, respectively, of borrowing capacity on the 2018 Revolver or 2014 Revolver pledged as collateral to secure outstanding letters of credit.

At both December 30, 2020 and December 25, 2019, we had $8.4 million of borrowing capacity on the 2018 Revolver pledged as collateral to secure outstanding letters of credit.

Critical Accounting Policies and Use of Estimates

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A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position.

Management believes that the critical accounting policies and estimates discussed below involve the most difficult management judgments, due to the sensitivity of

the methods and assumptions used.

Our significant accounting policies are described in "Note 2.

Summary of Significant Accounting Policies" in the accompanying "Notes to Consolidated Financial Statements" included elsewhere in this Annual Report.

Management believes that the critical accounting policies and estimates discussed below involve the most difficult management judgments, due to the sensitivity of the methods and assumptions used.

Our significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies"

in the accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

Revenue Recognition

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We record royalties from franchised restaurant sales based on a percentage of restaurant revenues in the period that the related franchised restaurants’ revenues are earned.

Prior to the adoption of ASU 2014-09, the Company's accounting policy was to recognize initial franchise fees, development fees, and franchise agreement renewals when all material obligations had been performed and conditions were satisfied, typically when operations of the franchised restaurant commenced.

In accordance with the terms of the new guidance in ASU 2014-09 adopted for fiscal 2018, the initial franchise services, or exclusivity of the development agreements, are not distinct from the continuing rights or services offered during the term of the franchise agreement and will, therefore, be treated as a single performance obligation.

As such, initial franchise and development fees received, and subsequent renewal fees, will be recognized over the franchise, or renewal, term, which is typically 20 years.

For additional information regarding the adoption of ASU 2014-09, see "Note 2.

Summary of Significant Accounting Policies" and "Note 15.

Revenue from Contracts with Customers" in our accompanying "Notes to Consolidated Financial Statements" included in "Item 8.

Financial Statements and Supplementary Data" in this Annual Report.

The initial franchise services, or exclusivity of the development agreements, are not distinct from the continuing rights or services offered during the term of the franchise agreement and are, therefore, treated as a single performance obligation.

As such, initial franchise and development fees received, and subsequent renewal fees, are recognized over the franchise, or renewal, term, which is typically 20 years.

For additional information regarding the revenue recognition see "Note 2.

Summary of Significant Accounting Policies"

and "Note 15.

Revenue from Contracts with Customers"

in our accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

Goodwill and Indefinite-Lived Intangible Assets, Net

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We perform an annual impairment test for goodwill during the fourth fiscal quarter of each year, or more frequently if impairment indicators arise.

For our annual goodwill impairment assessment at December 25, 2019 , we performed a qualitative assessment and concluded that the fair value of the reporting unit to which goodwill was assigned exceeded our book equity.

Accordingly, we did not identify any goodwill impairment.

We perform an annual impairment test for indefinite-lived intangible assets during the fourth fiscal quarter of each year, or more frequently if impairment indicators arise.

For our impairment test for indefinite-lived intangible assets at December 25, 2019 , we performed a qualitative assessment and concluded that the fair value of the indefinite-lived intangible assets exceeded their carrying value and that there was no impairment.

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 its impairment loss.

These assumptions used in our estimates of fair value are generally consistent with past performance and are also consistent with the projections and assumptions that we use in our forward-looking operating plans.

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Changes in these estimates and assumptions could materially affect our determinations of fair value and impairment.

Due to the recent impact of the COVID-19 pandemic to the global economy, including but not limited to the volatility of our stock price as well as that of our competitors and the challenging environment for the restaurant industry generally, we determined that there were indicators of potential impairment of our goodwill and indefinite-lived intangible assets during fiscal 2020.

As such, we performed an impairment assessment for both goodwill and indefinite-lived intangible assets and concluded that the fair value of these assets substantially exceeded their carrying values.

Accordingly, we did not record any impairment to goodwill or indefinite-lived intangible assets during the year ended December 30, 2020.

T he ultimate severity and longevity of the COVID-19 pandemic and the extent and duration of any economic downturn is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material.

Long-Lived Assets

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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 our impairment review analysis.

There is uncertainty in the projected undiscounted future cash flows used in our impairment review analysis.

If actual performance does not achieve the projections, we may recognize impairment charges in future periods, and such charges could be material.

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We lease a substantial number of our restaurant properties.

At the inception of each lease, we evaluate the property and the lease to determine whether the lease is an operating lease or a capital lease.

At the inception of each lease, we evaluate the property and the lease to determine whether the lease is an operating lease or a finance lease.

This lease accounting evaluation may require significant judgment in determining the fair value and useful life of the leased property and the appropriate lease term.

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Such an economic penalty would typically result from our having to abandon a building or fixture with remaining economic value upon vacating a property.

In the first quarter of fiscal 2019, we adopted Topic 842.

In applying the requirements of Topic 842 we 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 our contracts contain a lease, we made assumptions and judgments related to our 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.

We 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 full 20-year term of the lease, excluding any options, and using the total minimum lease payments.

We utilized a third-party valuation firm to assist in determining the discount rate, based on the above assumptions.

For all other leases, we used the discount rate implicit in the lease, or the Company’s incremental borrowing rate.

We make 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 our contracts contain a lease, we make assumptions and judgments related to our 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.

We also make significant assumptions and judgments in determining an appropriate discount rate for property leases.

These include using a consistent discount rate for a

portfolio of leases entered into at varying dates, using the full 20-year term of the lease, excluding any options, and using the total minimum lease payments.

We utilize a third-party valuation firm to assist in determining the discount rate, based on the above assumptions.

For all other leases, we use the discount rate implicit in the lease, or the Company’s incremental borrowing rate.

Franchise Operations

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Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.

As of December 25, 2019 , we had federal and state net operating loss (“NOL”) carryforwards of $8.6 million and less than $0.1 million , respectively.

These Federal and State NOLs expire beginning in 2033 and 2028, respectively.

As of December 30, 2020, we had no federal and less than $0.1 million state net operating loss ( “ NOL ” ) carryforwards.

These State NOLs expire beginning 2028.

A valuation allowance is required when there is significant uncertainty as to whether certain deferred tax assets can be realized.

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● taxable income in prior carryback years.

We will continue to reevaluate the continued need for either a valuation allowance.

We will continue to reevaluate the continued need for a valuation allowance.

Relevant factors include:

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Unrecognized tax benefits involve our judgment regarding the likelihood of a benefit being sustained.

The final resolutions of uncertain tax positions could result in adjustments to recorded amounts and affect our results of operations, financial position, and cash flows.

The final resolutions of uncertain tax positions could result in adjustments to

recorded amounts and affect our results of operations, financial position, and cash flows.

However, we anticipate that any such adjustments would not materially impact our financial statements.

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We are permitted to make TRA payments under the 2018 Revolver.

In fiscal 2019 , we recognized an expense of $0.1 million as a result of changes to future forecasted results.

In fiscal 2020, we recognized an expense of $0.1 million as a result of changes to future forecasted results and deduction of 2018 legal settlement accrual in current year.

In fiscal 2019, we recognized an expense of less than $0.1 million as a result of changes to future forecasted results.

In fiscal 2018, we recognized a benefit of $0.8 million, as a result of changes to future forecasted results and the timing of the deductibility of certain temporary differences including the current year legal settlement accruals.

In fiscal 2017, we recognized a benefit of $5.6 million, related to the amortization of the present value of the TRA obligation, the impact of the Tax Act on the corporate tax rate on future years, and an adjustment to the expected TRA liability, due to the expected realization of various pre-IPO tax credits.

In addition, in fiscal 2014, we applied for various tax credits that resulted in $6.7 million of additional deferred tax assets and tax benefits.

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Also, in fiscal 2020, federal work opportunity tax credits (“WOTC”) of approximately $0.3 million were generated.

On March 27, 2020, President Trump signed into a law a stimulus package, the Coronavirus Aid, Relief and Economic Security ("CARES") Act, which contains several tax provisions and deferral of employer Social Security taxes that are otherwise owed for wage payments.

The tax provisions include a correction of a previous drafting error related to qualified improvement property ("QIP") and immediate refundability of all remaining alternative minimum tax ("AMT") credits.

The new provisions did not have a material impact on our consolidated financial statements.

During the year ended December 30, 2020, we received a Notice of Proposed Adjustment (“NOPA”) for the years ended December 27, 2017 and December 28, 2016, related to our methodology regarding the ordering of utilization of AMT NOLs.

This resulted in payment of $0.4 million, and the audit is closed.

As a result of the CARES Act, discussed above, this amount is immediately refundable upon filing of a Form 1139, which we filed during the year ended December 30, 2020 and recognized a receivable, included in Accounts and other receivables within the consolidated balance sheet as of December 30, 2020.

Stock-Based Compensation

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For awards that are based on a service requirement, the cost is recognized on a straight-line basis over the requisite service period, usually the vesting period.

In fiscal 2019 , the Company granted 323,900 stock options and 299,052 restricted stock awards, with an exercise price equal to the fair market value of the common stock on the date of grant.

The Company did not grant any options during fiscal 2020.

In fiscal 2020, the Company granted 415,022 restricted stock awards, with an exercise price equal to the fair market value of the common stock on the date of grant.

The awards granted in fiscal 2020, 2019 and 2018 had a four-year vesting period for employees and three-year vesting period for directors.

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For stock options that were based on performance requirements, costs were recognized over the periods to which the performance criteria related.

As of December 25, 2019 , there were no remaining performance-based stock options outstanding.

In order to calculate our stock options’ fair values and the associated compensation costs for share-based awards, we utilize the Black–Scholes option pricing model.

Derivative Financial Instruments

We use an interest rate swap, a derivative instrument, to hedge interest rate risk and is not used for trading purposes.

The derivative contract is entered into with financial institutions.

We record the derivative instrument at fair value within other assets on its consolidated balance sheet.

The derivative instrument qualifies as a hedging instrument in a qualifying cash flow hedge relationship, the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

For any derivative instruments not designated as hedging instruments, the gain or loss will be recognized in earnings immediately.

If a derivative previously designated as a hedge is terminated, or no longer meets the qualifications for hedge accounting, any balances in AOCI will be reclassified into earnings immediately.

As a result of the use of an interest rate swap, we are exposed to risk that the counterparty will fail to meet their contractual obligations.

To mitigate the counterparty credit risk, we will only enter into contracts with major financial institutions, based upon their credit ratings and other factors, and will continue to assess the creditworthiness of the counterparty.

As of December 30, 2020, the counterparty to our interest rate swap has performed in accordance with their contractual obligation

Recent Accounting Pronouncements

Recent accounting pronouncements are described in "Note 2.

Summary of Significant Accounting Policies" in our accompanying "Notes to Consolidated Financial Statements" included in this Annual Report.

Recent accounting pronouncements are described in Note 2 “Summary of Significant Accounting Policies"

in our accompanying "Notes to Consolidated Financial Statements"

in this Annual Report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis