Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement Concerning Forward-Looking Statements
This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements because they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those that we expected.
While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-
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looking statements made in this report in the context of the factors that could cause outcomes to differ materially from our expectations. These factors include, but are not limited to:
● the impacts of the COVID-19 pandemic on our company, our employees, our customers, our partners, our industry and the economy as a whole, as well as our franchisees’ ability to maintain operations in their individual restaurants;
● our ability to open new restaurants in new and existing markets, including difficulty in finding sites and in negotiating acceptable leases;
● our ability to compete successfully with other quick-service and fast casual restaurants;
● vulnerability to changes in consumer preferences and economic conditions;
● vulnerability to political and social factors, including regarding trade, immigration or customer preferences;
● vulnerability to conditions in the greater Los Angeles area;
● vulnerability to natural disasters given the geographic concentration and real estate intensive nature of our business;
● the possibility that we may continue to incur significant impairment of certain of our assets, in particular in our new markets;
● changes to food and supply costs, especially for chicken;
● social media and negative publicity, whether or not valid, and our ability to respond to and effectively manage the accelerated impact of social media;
● our ability to continue to expand our digital business, delivery orders and catering;
● concerns about food safety and quality and about food-borne illness, particularly avian flu;
● dependence on frequent and timely deliveries of food and supplies and our dependence on a single supplier to distribute substantially all of our products to our restaurants;
● our ability to service our level of indebtedness;
● uncertainty related to the success of our marketing programs, new menu items, advertising campaigns and restaurant designs and remodels;
● our reliance on our franchisees, who may incur financial hardships, lose access to credit, close restaurants, or declare bankruptcy, and our limited control over our franchisees and potential liability for their acts;
● potential exposure to unexpected costs and losses from our self-insurance programs;
● potential obligations under long-term and non-cancelable leases, and our ability to renew leases at the end of their terms;
● the impact of any failure of our information technology system or any breach of our network security;
● the impact of any security breaches of confidential customer data or personal information in connection with our electronic process of credit and debit card transactions;
● our ability to enforce and maintain our trademarks and protect our other proprietary intellectual property;
● risks related to government regulation and litigation, including employment and labor laws; and
● other risks set forth in our filings with the SEC from time to time, including under Item 1A, Risk Factors in our annual report on Form 10-K for the year ended December 30, 2020, which filings are available online at www.sec.gov .
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the ways that we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
Overview
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 serve individual and family-sized chicken meals, a variety of Mexican and LA-inspired entrees, and sides,
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and, throughout the year, on a limited-time basis, additional proteins like shrimp. 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 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
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 periodically implement certain restrictions to try and contain the spread of the virus. As of June 30, 2021, the nearly all of our restaurants have dining rooms open at full capacity and continue to maintain take-away, mobile pick-up, delivery, and drive-thru operations where available. During the thirteen and twenty-six weeks ended June 30, 2021, we temporarily closed 5 and 50 restaurants, respectively, of which all have reopened as of June 30, 2021. Similarly, during both thirteen and twenty-six weeks ended June 30, 2021, our franchisees temporarily closed 27 restaurants, of which all have reopened as of June 30, 2021. For both franchise-operated and company-operated restaurants, this represents total temporary closures and may include more than one closure for the same restaurant. These closures typically lasted from one to three days. As of June 30, 2021, we had not permanently closed any restaurants due to the COVID-19 pandemic. Subsequent to June 30, 2021, the Company has not temporarily closed any restaurants, and franchisees have not temporarily closed any restaurants.
During the thirteen and twenty-six weeks ended June 30, 2021, we incurred $0.2 million and $3.0 million, respectively, in COVID-19 related expenses, primarily due to leaves of absence and overtime pay. During both thirteen and twenty-six weeks ended June 24, 2020, the Company incurred $ 1.1 million in COVID-19 related expenses, primarily due to leaves of absence and overtime pay.
Growth Strategies and Outlook
As of June 30, 2021, we had 480 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. For the twenty-six weeks ended June 30, 2021, two new company-operated restaurants were opened, one in Nevada and one in California, and no new franchised restaurants were opened.
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;
● increase our comparable restaurant sales; and
● enhance operations and leverage our infrastructure.
To increase comparable restaurant sales, we plan to increase customer frequency, attract new customers, and improve per-person spend. Success of these growth plans is not guaranteed.
Highlights and Trends
Comparable Restaurant Sales
For the thirteen and twenty-six weeks ended June 30, 2021, system-wide comparable restaurant sales increased by 21.0% and 14.2%, respectively, from the comparable period in the prior year. For company-operated restaurants, comparable restaurant sales for the thirteen and twenty-six weeks ended June 30, 2021 increased by 16.4% and 9.8%, respectively. For company-operated restaurants, the quarter’s change in comparable restaurant sales consisted of an approximately
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0.4% increase in average check size and an increase in transactions of 15.9%, and the year-to-date change in comparable restaurant sales consisted of a 1.5% increase in transactions and a 8.2% increase in average check size . For franchised restaurants, comparable restaurant sales increased 24.5% and 17.5% for the thirteen and twenty-six weeks ended June 30, 2021, respectively. Refer to Comparable Restaurant Sales definition in “Key Performance Indicators” section below.
Restaurant Development
Our restaurant counts at the beginning and end of each of the last three fiscal years and the twenty-six weeks ended June 30, 2021, were as follows:
Twenty-Six Weeks Ended
Fiscal Year Ended
June 30, 2021
2020
2019
2018
Company-operated restaurant activity:
Beginning of period
196
195
213
212
Openings
2
1
2
8
Restaurant sale to franchisee
—
—
(16)
—
Closures
—
—
(4)
(7)
Restaurants at end of period
198
196
195
213
Franchised restaurant activity:
Beginning of period
283
287
271
265
Openings
—
3
2
9
Restaurant sale to franchisee
—
—
16
—
Closures
(1)
(7)
(2)
(3)
Restaurants at end of period
282
283
287
271
System-wide restaurant activity:
Beginning of period
479
482
484
477
Openings
2
4
4
17
Closures
(1)
(7)
(6)
(10)
Restaurants at end of period
480
479
482
484
Restaurant Remodeling
In 2020, we finalized a new restaurant design that we believe will clearly differentiate and communicate our brand, both on the exterior and interior. We believe that our remodels using this new design will result in higher restaurant revenue and a strengthened brand. As of June 30, 2021, we have completed seven remodels using the new asset design. In fiscal 2021, we plan to complete a total of 15 company and 40 franchise remodels using the new design.
Loco Rewards
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 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. The performance obligation related to loyalty points is deemed to have been satisfied, and the amount deferred in the balance sheet is recognized as revenue, when the points are transferred to a reward and redeemed, the reward or points have expired, or the likelihood of redemption is remote. A portion of the transaction price is allocated to loyalty points on a pro-rata basis, based on stand-alone selling price, as determined by menu pricing and loyalty point’s terms.
In addition, customers can earn additional points and free entrées for a variety of engagement activities. As points are available for redemption past the quarter earned, a portion of the revenue associated with the earned points will be deferred until redemption or expiration. As of June 30, 2021 and December 30, 2020, the revenue allocated to loyalty points that had not been redeemed was $0.6 million and $0.9 million, respectively, which is reflected in the Company’s
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accompanying condensed consolidated balance sheets within other accrued expenses and current liabilities. The Company had over 2.4 million loyalty program members as of June 30, 2021.
Critical Accounting Policies and Use of Estimates
The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances in making judgments about the carrying value of assets and liabilities that are not readily available from other sources. We evaluate our estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.
Accounting policies are an integral part of our condensed consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. Management believes that the critical accounting policies and estimates discussed below involve the most difficult management judgments, due to the sensitivity of the methods and assumptions used. For a summary of our critical accounting policies and a discussion of our use of estimates, see “Critical Accounting Policies and Use of Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 30, 2020.
There have been no material changes to our critical accounting policies or uses of estimates since our annual report on Form 10-K.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” in the Notes to Condensed Consolidated Financial Statements above.
Key Financial Definitions
Revenue
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 10, “Revenue from Contracts with Customers” in the Notes to Condensed Consolidated Financial Statements above for further details regarding our revenue recognition policy.
Food and Paper Costs
Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of food and paper costs are variable in nature, change with sales volume, are impacted by menu mix, and are subject to increases or decreases in commodity costs.
Labor and Related Expenses
Labor and related expenses include wages, payroll taxes, workers’ compensation expense, benefits, and bonuses paid to our restaurant management teams. Like other expense items, we expect labor costs to grow proportionately as our restaurant revenue grows. Factors that influence labor costs include minimum wage and payroll tax legislation, overtime, the frequency and severity of workers’ compensation claims, health care costs, and the performance of our restaurants.
Occupancy Costs and Other Operating Expenses
Occupancy costs include rent, CAM, and real estate taxes. Other restaurant operating expenses include the costs of utilities, advertising, credit card processing fees, restaurant supplies, repairs and maintenance, and other restaurant operating costs.
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General and Administrative Expenses
General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support the development and operations of our restaurants, including compensation and benefits, travel expenses, stock compensation costs, legal and professional fees, and other related corporate costs. Also included are pre-opening costs, and expenses above the restaurant level, including salaries for field management, such as area and regional managers, and franchise field operational support.
Legal Settlements
Legal settlements include expenses such as judgments or settlements related to legal matters, legal claims and class action lawsuits.
Franchise Expenses
Franchise expenses are primarily comprised of rent expenses incurred on properties leased by us and then sublet to franchisees, expenses incurred in support of franchisee information technology systems, and the franchisee’s portion of advertising expenses.
Depreciation and Amortization
Depreciation and amortization primarily consists of the depreciation of property and equipment, including leasehold improvements and equipment.
Loss on Disposal of Assets
Loss on disposal of assets includes the loss on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment.
Impairment and Closed-Store Reserves
We review long-lived assets such as property, equipment, and intangibles on a unit-by-unit basis for impairment when events or circumstances indicate a carrying value of the assets that may not be recoverable. We determine if there is impairment at the restaurant level by comparing undiscounted future cash flows from the related long-lived assets to their respective carrying values and record an impairment charge when appropriate. In determining future cash flows, significant estimates are made by us with respect to future operating results of each restaurant over its remaining lease term, including sales trends, labor rates, commodity costs and other operating cost assumptions. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, including our ability to sell or reuse the related assets and market conditions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets and these charges could be material.
When the Company closes a restaurant, it 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 CAM charges for closed restaurants.
Interest Expense, Net
Interest expense, net, consists primarily of interest on our outstanding debt. Debt issuance costs are amortized at cost over the life of the related debt.
Provision for Income Taxes
Provision for income taxes consists of federal and state taxes on our income.
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Comparison of Results of Operations
Our operating results for the thirteen weeks ended June 30, 2021 and June 24, 2020 and expressed as percentages of total revenue, with the exception of cost of operations and company restaurant expenses, which are expressed as a percentage of company-operated restaurant revenue, are compared below.
Thirteen Weeks Ended
June 30, 2021
June 24, 2020
Increase / (Decrease)
($,000)
(%)
($,000)
(%)
($,000)
(%)
Statements of Income Data
Company-operated restaurant revenue
$
106,970
87.7
$
87,707
88.1
$
19,263
22.0
Franchise revenue
8,389
6.9
6,719
6.7
1,670
24.9
Franchise advertising fee revenue
6,626
5.4
5,178
5.2
1,448
28.0
Total revenue
121,985
100.0
99,604
100.0
22,381
22.5
Cost of operations
Food and paper costs (1)
27,882
26.1
22,873
26.1
5,009
21.9
Labor and related expenses (1)
31,526
29.5
25,759
29.4
5,767
22.4
Occupancy and other operating expenses (1)
25,336
23.7
21,922
25.0
3,414
15.6
Company restaurant expenses (1)
84,744
79.3
70,554
80.5
14,190
20.1
General and administrative expenses
10,523
8.6
10,465
10.5
58
0.6
Franchise expenses
8,161
6.7
6,627
6.7
1,534
23.1
Depreciation and amortization
3,917
3.2
4,168
4.2
(251)
(6.0)
Loss on disposal of assets
85
0.1
27
0.0
58
214.8
Recovery of securities lawsuits related legal expenses and other insurance claims
—
—
(123)
(0.1)
123
(100.0)
Loss on assets held for sale
1,524
1.2
—
—
1,524
N/A
Impairment and closed-store reserves
360
0.3
437
0.4
(77)
(17.6)
Total expenses
109,314
89.6
92,155
92.5
17,159
18.6
Income from operations
12,671
10.4
7,449
7.5
5,222
70.1
Interest expense, net of interest income
433
0.4
908
0.9
(475)
(52.3)
Income tax receivable agreement expense
27
0.0
290
0.3
(263)
(90.7)
Income before provision for income taxes
12,211
10.0
6,251
6.3
5,960
95.3
Provision for income taxes
3,393
2.8
752
0.8
2,641
351.2
Net income
$
8,818
7.2
$
5,499
5.5
$
3,319
60.4
(1) Percentages for line items relating to cost of operations and company restaurant expenses are calculated with company-operated restaurant revenue as the denominator. All other percentages use total revenue.
Our operating results for the twenty-six weeks ended June 30, 2021 and June 24, 2020 and expressed as percentages of total revenue, with the exception of cost of operations and company restaurant expenses, which are expressed as a percentage of company-operated restaurant revenue, are compared below.
Twenty-Six Weeks Ended
June 30, 2021
June 24, 2020
Increase / (Decrease)
($,000)
(%)
($,000)
(%)
($,000)
(%)
Statements of Income Data
Company-operated restaurant revenue
$
201,131
87.6
$
180,341
88.1
$
20,790
11.5
Franchise revenue
16,001
7.0
13,781
6.7
2,220
16.1
Franchise advertising fee revenue
12,574
5.4
10,645
5.2
1,929
18.1
Total revenue
229,706
100.0
204,767
100.0
24,939
12.2
Cost of operations
Food and paper costs (1)
52,273
26.0
48,435
26.9
3,838
7.9
Labor and related expenses (1)
62,258
31.0
54,452
30.2
7,806
14.3
Occupancy and other operating expenses (1)
49,180
24.5
44,031
24.4
5,149
11.7
Company restaurant expenses (1)
163,711
81.5
146,918
81.5
16,793
11.4
General and administrative expenses
20,997
9.1
19,796
9.7
1,201
6.1
Franchise expenses
15,912
6.9
13,538
6.6
2,374
17.5
Depreciation and amortization
7,855
3.4
8,537
4.2
(682)
(8.0)
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Loss on disposal of assets
111
0.0
127
0.1
(16)
(12.6)
Recovery of securities lawsuits related legal expenses and other insurance claims
—
—
(123)
(0.1)
123
(100.0)
Loss on assets held for sale
1,524
0.7
—
—
1,524
N/A
Impairment and closed-store reserves
924
0.4
2,839
1.4
(1,915)
(67.5)
Total expenses
211,034
91.9
191,632
93.6
19,402
10.1
Income from operations
18,672
8.1
13,135
6.4
5,537
42.2
Interest expense, net of interest income
950
0.4
1,813
0.9
(863)
(47.6)
Income tax receivable agreement (income) expense
(50)
(0.0)
170
0.1
(220)
(129.4)
Income before provision for income taxes
17,772
7.7
11,152
5.4
6,620
59.4
Provision for income taxes
4,990
2.2
2,053
1.0
2,937
143.1
Net income
$
12,782
5.5
$
9,099
4.4
$
3,683
40.5
(1) Percentages for line items relating to cost of operations and company restaurant expenses are calculated with company-operated restaurant revenue as the denominator. All other percentages use total revenue.
Company-Operated Restaurant Revenue
For the quarter, company-operated restaurant revenue increased $19.3 million, or 22.0%, from the comparable period in the prior year. The increase in company-operated restaurant sales was primarily due to an increase in company-operated comparable restaurant revenue of $17.0 million, or 16.4%. The company-operated comparable restaurant sales increase consisted of an approximately 0.4% increase in average check size and a 15.9% increase in transactions. In addition, company-operated revenue was favorably impacted by $1.3 million of additional sales from restaurants opened during or after the second quarter of the prior year and a $1.1 million increase in revenue from restaurants that were temporarily closed due to the COVID-19 pandemic during the second quarter of the prior year.
Year-to-date, company-operated restaurant revenue increased $20.8 million, or 11.5%, from the comparable period in the prior year. The increase in company-operated restaurant sales was primarily due to a $19.2 million, or 9.8% increase in company-operated comparable restaurant revenue. In addition, company-operated revenue was favorably impacted by $1.7 million of additional sales from restaurants opened during or after the first quarter of the prior year and a $0.2 million increase in revenue from restaurants that were temporarily closed due to the COVID-19 pandemic during the year-to-date period of the prior year. The company-operated comparable restaurant sales increase consisted of an approximately 8.2% increase in average check size and a 1.5% increase in transactions. See above under “COVID-19 Impact” for additional information related to the impact of the COVID-19 pandemic on our business.
Franchise Revenue
For the quarter, franchise revenue increased $1.7 million, or 24.9%, from the comparable period in the prior year. This increase was primarily due to a franchise comparable restaurant sales increase of 24.5% and the opening of two restaurants during or subsequent to the second quarter of 2020. This franchise revenue increase was partially offset by the closure of three franchise locations during or subsequent to the second quarter of 2020.
Year-to-date, franchise revenue increased $2.2 million, or 16.1%, from the comparable period in the prior year. This increase was primarily due to a franchise comparable restaurant sales increase of 17.5% and the opening of three restaurants during or subsequent to the first quarter of 2020 . This franchise revenue increase was partially offset by the closure of seven franchise locations during or subsequent to the first quarter of 2020.
Franchise Advertising Fee Revenue
For the quarter, franchise advertising fee revenue increased $1.4 million, or 28.0%, from the comparable period in the prior year. Year-to-date, franchise advertising fee revenue increased $1.9 million, or 18.1%, from the comparable period in the prior year. As advertising fee revenue is a percentage of franchisees’ revenue, the quarter-to-date fluctuations were due to the increases and decreases noted in franchise revenue above.
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Food and Paper Costs
For the quarter, food and paper costs increased $5.0 million, or 21.9%, from the comparable period in the prior year, primarily due to a $3.6 million increase in food costs and a $1.4 million increase in paper costs. Year-to-date, food and paper costs increased $3.8 million, or 7.9%, from the comparable period in the prior year, due to a $2.4 million increase in food costs and a $1.4 million increase in paper costs. The increase in food and paper costs for the quarter and year-to-date periods resulted primarily from higher company transactions, sales mix and commodity inflation. For the quarter, food and paper costs as a percentage of company-operated restaurant revenue were 26.1%, consistent with the comparable period of the prior year as higher prices offset the cost increases above. Year-to-date, food and paper costs as a percentage of company-operated restaurant revenue were 26.0%, down from 26.9% in the comparable period of the prior year. The percentage decrease for the year-to-date period was due primarily to an increase in pricing and effective waste management, partially offset by sales mix and commodity inflation.
Labor and Related Expenses
For the quarter, labor and related expenses increased $5.8 million, or 22.4%, from the comparable period in the prior year. The increase for the quarter was pr imarily due to $2.6 million related to the 15.9% increase in year-over-year sales transactions, a $1.3 million increase in overtime, a $0.6 million increase related to higher minimum wage increases in California during fiscal 2020 and 2021, a $0.5 million increase in medical and workers compensation expense, due to higher claims activity, $0.4 million higher in payroll taxes and $0.4 million related to employee training and other labor related expenses.
Year-to-date, labor and related expenses increased $7.8 million, or 14.3%, from the comparable period in the prior year. The increase for the year-to-date period was due to a $2.2 million increase in overtime, $1.4 million related to the 1.5% increase in year-over-year sales transactions, a $1.2 million increase related to higher minimum wage increases in California during fiscal 2020 and 2021, $1.2 million in labor costs associated with the COVID-19 pandemic, a $0.4 million increase in medical and workers compensation expense due to higher claims activity, $0.5 million in higher payroll taxes and $0.9 million related to employee training and other labor related expenses.
For the quarter, labor and related expenses as a percentage of company-operated restaurant revenue were 29.5%, consistent with the comparable period in the prior year as higher prices and efficiencies offset the cost increases highlighted above. Year-to-date labor and related expenses as a percentage of company-operated restaurant revenue were 31.0%, up from 30.2% in the comparable period in the prior year. The year-to-date percentage was impacted by the cost increases highlighted above, partially offset by an increase in pricing and labor efficiencies.
Occupancy and Other Operating Expenses
For the quarter, occupancy and other operating expenses increased $3.4 million, or 15.6%, from the comparable period of the prior year. Fluctuations in occupancy and other expenses consisted primarily of a $0.8 million increase in advertising fees, a $0.6 million increase in utilities, a $0.4 million increase in repairs and maintenance costs, a $0.4 million increase in other operating expenses, a $0.4 million increase in market place delivery fees, a $0.3 million increase in operating supplies, a $0.2 million increase in occupancy costs, primarily related to rent expense and higher general liability claims and a $0.3 million increase in credit card charges.
Year-to-date, occupancy and other operating expenses increased $5.1 million, or 11.7%, from the comparable period of the prior year. The increase was primarily due to a $0.9 million increase in advertising fees, $0.9 million increase in market place delivery fees, a $0.7 million increase in utilities, a $0.7 million increase in operating supplies, a $0.7 million increase in repairs and maintenance costs, a $0.5 million increase in occupancy costs, primarily related to rent expense and higher general liability claims, a $0.4 million increase in credit card charges and a $0.4 million increase in other operating expenses.
For the quarter, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 23.7% down from 25.0% in the comparable period in the prior year. Year-to-date, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 24.5%, up from 24.4% in the comparable period of the prior year. The decrease for the quarter resulted primarily from higher revenue, partially offset by the increase in costs noted above. The slightly higher percentage on a year-to-date basis reflects the cost increases noted above partially offset by higher year-to-date revenue.
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General and Administrative Expenses
For the quarter, general and administrative expenses increased $0.1 million, or 0.6%, from the comparable period in the prior year. The increase for the quarter was due primarily to a $1.3 million increase in labor related costs, primarily related to an increase in management bonus expense, a $0.3 million increase in stock compensation expenses, and a $0.4 million increase in temporary office staff and recruiting fees, partially offset by a $2.1 million decrease in legal and professional expenses.
Year-to-date, general and administrative expenses increased $1.2 million, or 6.1%, from the comparable period in the prior year. The increase for the year-to-date period was due primarily to a $1.6 million increase in labor related costs, primarily related to an increase in management bonus expense, a $0.7 million increase in stock compensation expenses and a $0.7 million increase in temporary office staff and recruiting fees. This increase was partially offset by a $1.8 million decrease in legal and professional expenses, related primarily to a $2.5 million legal settlement in the prior year period discussed in Note 7, “Commitments and Contingencies, Legal Matters” in the Notes to Condensed Consolidated Financial Statements above.
For the quarter, general and administrative expenses as a percentage of total revenue were 8.6%, down from 10.5% in the comparable period of the prior year. The percentage decrease for the quarterly period resulted primarily from higher revenue. Year-to-date, general and administrative expenses as a percentage of total revenue were 9.1%, down from 9.7% in the comparable period of the prior year. The year-to-date percentage decrease is primarily due to the higher revenue, partially offset by the cost increases discussed above.
Loss on held for sale assets
During the thirteen and twenty-six weeks ended June 30, 2021, we agreed in principle to sell eight restaurants within the Sacramento area to an existing franchisee. The net assets were recorded to assets held for sale at the lower of carrying value or fair value less costs to sell, which resulted in a loss on held for sale assets of $1.5 million for the thirteen and twenty-six weeks ended June 30, 2021. Prior to June 30, 2021, we received $4.6 million of cash primarily representing the purchase price of the transaction. The funds were recorded within our cash and cash equivalents and other accrued expenses and current liabilities within our condensed consolidated balance sheet. The eight restaurants were sold subsequent to June 30, 2021.
Impairment and Closed-Store Reserves
During the thirteen and twenty-six weeks ended June 30, 2021, we recorded non-cash impairment charges of $0.4 million and $0.7 million, respectively, primarily related to the carrying value of the ROU assets of one restaurant in Texas closed in 2019, the ROU assets of one restaurant in California, and the long-lived assets of three restaurants in California. During the thirteen and twenty-six weeks ended June 24, 2020, we recorded non-cash impairment charges of $0.1 million and $2.0 million, respectively, primarily related to the carrying value of the assets of one restaurant in Texas and the long-lived assets of three restaurants 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.
When a restaurant is closed, we will evaluate the ROU asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense. Additionally, any property tax and CAM payments relating to closed restaurants are included within closed-store expense. During the thirteen and twenty-six weeks ended June 30, 2021, we recognized less than $0.1 million and $0.2 million, respectively, of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for our closed locations. During the thirteen and twenty-six weeks ended June 24, 2020, we recognized $0.4 million and $0.9 million, respectively, of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.
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Interest Expense, Net
For the quarter and year-to-date, interest expense, net, decreased $0.5 million and $0.9 million, respectively, from the comparable period in the prior year. The decrease is primarily related to lower interest rates and lower outstanding balances on our 2018 Revolver.
Income Tax Receivable Agreement
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 NOLs and other tax attributes attributable to preceding periods. For the thirteen and twenty-six weeks ended June 30, 2021, we recorded income tax receivable agreement expense of less than $0.1 million and income tax receivable agreement income of less than $0.1 million, respectively, and for the thirteen and twenty-six weeks ended June 24, 2020 we recorded income tax receivable agreement expense of $0.3 million and $0.2 million, respectively.
Provision for Income Taxes
For the quarter ended June 30, 2021, we recorded an income tax provision of $3.4 million, reflecting an estimated effective tax rate of 27.8%. For the quarter ended June 24, 2020, we recorded an income tax provision of $0.8 million, reflecting an estimated effective tax rate of approximately 12.0%. For the year-to-date period ended June 30, 2021, we recorded an income tax provision of $5.0 million, reflecting an estimated effective tax rate of approximately 28.1%. For the year-to-date ended June 24, 2020, we recorded an income tax provision of $2.1 million, reflecting an estimated effective tax rate of approximately 18.4%.
The difference between the 21.0% statutory rate and the Company’s effective tax rate of 28.1% for the year-to-date ended June 30, 2021 is primarily a result of a windfall tax benefit related to stock options exercised, non-deductible executive compensation, state taxes, a Work Opportunity Tax Credit benefit, the change in valuation allowance against certain state credits and prior year true up related to stock based compensation.
Key Performance Indicators
To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures include company-operated restaurant revenue, system-wide sales, comparable restaurant sales, restaurant contribution, restaurant contribution margin, new restaurant openings, EBITDA, and Adjusted EBITDA.
System-Wide Sales
System-wide sales are neither required by, nor presented in accordance with GAAP. System-wide sales are the sum of company-operated restaurant revenue and sales from franchised restaurants. Our total revenue in our consolidated statements of operations is limited to company-operated restaurant revenue and franchise revenue from our franchisees. Accordingly, system-wide sales should not be considered in isolation or as a substitute for our results as reported under GAAP. Management believes that system-wide sales are an important figure for investors, because they are widely used in the restaurant industry, including by our management, to evaluate brand scale and market penetration.
The following table reconciles system-wide sales to company-operated restaurant revenue and total revenue:
Thirteen Weeks Ended
Twenty-Six Weeks Ended
June 30, 2021
June 24, 2020
June 30, 2021
June 24, 2020
Company-operated restaurant revenue
$
106,970
$
87,707
$
201,131
$
180,341
Franchise revenue
8,389
6,719
16,001
13,781
Franchise advertising fee revenue
6,626
5,178
12,574
10,645
Total Revenue
121,985
99,604
229,706
204,767
Franchise revenue
(8,389)
(6,719)
(16,001)
(13,781)
Franchise advertising fee revenue
(6,626)
(5,178)
(12,574)
(10,645)
Sales from franchised restaurants
148,130
115,593
281,095
238,120
System-wide sales
$
255,100
$
203,300
$
482,226
$
418,461
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Company-Operated Restaurant Revenue
Company-operated restaurant revenue consists of sales of food and beverages in company-operated restaurants net of promotional allowances, employee meals, and other discounts. Company-operated restaurant revenue in any period is directly influenced by the number of operating weeks in such period, the number of open restaurants, and comparable restaurant sales.
Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first and fourth quarters due to reduced January and December traffic and higher in the second and third quarters. As a result of seasonality, our quarterly and annual results of operations and key performance indicators such as company-operated restaurant revenue and comparable restaurant sales may fluctuate. In addition, we expect our quarterly 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.
Comparable Restaurant Sales
Comparable restaurant sales reflect year-over-year sales changes for comparable company-operated, franchised, and system-wide restaurants. A restaurant enters our comparable restaurant base the first full week after it has operated for fifteen months. Comparable restaurant sales exclude restaurants closed during the applicable period. At June 30, 2021 and June 24, 2020, there were 465 and 469 comparable restaurants, 191 and 191 company-operated restaurants and 274 and 278 franchised restaurants, respectively. Comparable restaurant sales indicate the performance of existing restaurants, since new restaurants are excluded.
Comparable restaurant sales growth can be generated by an increase in the number of meals sold and/or by increases in the average check amount, resulting from a shift in menu mix and/or higher prices resulting from new products or price increases.
Restaurant Contribution and Restaurant Contribution Margin
Restaurant contribution and restaurant contribution margin are neither required by, nor presented in accordance with, GAAP. Restaurant contribution is defined as company-operated restaurant revenue less company restaurant expenses which includes food and paper cost, labor and related expenses and occupancy and other operating expenses, where applicable. Restaurant contribution excludes certain costs, such as general and administrative expenses, depreciation and amortization, impairment and closed-store reserve and other costs that are considered normal operating costs and accordingly, restaurant contribution is not indicative of overall Company results and does not accrue directly to the benefit of stockholders because of the exclusion of certain corporate-level expenses. Restaurant contribution margin is defined as restaurant contribution as a percentage of net company-operated restaurant revenue.
Restaurant contribution and restaurant contribution margin are supplemental measures of operating performance of our restaurants, and our calculations thereof may not be comparable to those reported by other companies. Restaurant contribution and restaurant contribution margin have limitations as analytical tools, and you should not consider them in isolation, or superior to, or as substitutes for the analysis of our results as reported under GAAP. Management uses restaurant contribution and restaurant contribution margin as key metrics to evaluate the profitability of incremental sales at our restaurants, to evaluate our restaurant performance across periods, and to evaluate our restaurant financial performance compared with our competitors. Management believes that restaurant contribution and restaurant contribution margin are important tools for investors, because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency, and performance. Restaurant contribution and restaurant contribution margin may also assist investors in evaluating our business and performance relative to industry peers and provide greater transparency with respect to the Company’s financial condition and results of operation.
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A reconciliation of restaurant contribution and restaurant contribution margin to company-operated restaurant revenue is provided below:
Thirteen Weeks Ended
Twenty-Six Weeks Ended
(Dollar amounts in thousands)
June 30, 2021
June 24, 2020
June 30, 2021
June 24, 2020
Restaurant contribution:
Income from operations
$
12,671
$
7,449
$
18,672
$
13,135
Add (less):
General and administrative expenses
10,523
10,465
20,997
19,796
Franchise expenses
8,161
6,627
15,912
13,538
Depreciation and amortization
3,917
4,168
7,855
8,537
Loss on disposal of assets
85
27
111
127
Loss on assets held for sale
1,524
—
1,524
—
Franchise revenue
(8,389)
(6,719)
(16,001)
(13,781)
Franchise advertising fee revenue
(6,626)
(5,178)
(12,574)
(10,645)
Recovery of securities lawsuits related legal expenses and other insurance claims
—
(123)
—
(123)
Impairment and closed-store reserves
360
437
924
2,839
Restaurant contribution
$
22,226
$
17,153
$
37,420
$
33,423
Company-operated restaurant revenue:
Total revenue
$
121,985
$
99,604
$
229,706
$
204,767
Less:
Franchise revenue
(8,389)
(6,719)
(16,001)
(13,781)
Franchise advertising fee revenue
(6,626)
(5,178)
(12,574)
(10,645)
Company-operated restaurant revenue
$
106,970
$
87,707
$
201,131
$
180,341
Restaurant contribution margin (%)
20.8
%
19.6
%
18.6
%
18.5
%
New Restaurant Openings
The number of restaurant openings reflects the number of new restaurants opened by us and our franchisees during a particular reporting period. Before a new restaurant opens, we and our franchisees incur pre-opening costs, as described below. New restaurants often open with an initial start-up period of higher than normal sales volumes, which subsequently decrease to stabilized levels. New restaurants typically experience normal inefficiencies in the form of higher food and paper, labor, and other direct operating expenses and, as a result, restaurant contribution margins are generally lower during the start-up period of operation. The average start-up period after which our new restaurants’ revenue and expenses normalize is approximately fourteen weeks. When we enter new markets, we may be exposed to start-up times and restaurant contribution margins that are longer and lower than reflected in our average historical experience.
EBITDA and Adjusted EBITDA
EBITDA represents net income before interest expense, provision for income taxes, depreciation, and amortization. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization, and items that we do not consider representative of our on-going operating performance, as identified in the reconciliation table below.
EBITDA and Adjusted EBITDA as presented in this report are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income, or any other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. In addition, in evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses or charges such as those added back to calculate EBITDA and Adjusted EBITDA. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
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EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our on-going operations, and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from such non-GAAP financial measures. We further compensate for the limitations in our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently.
We believe that EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or NOL) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and Adjusted EBITDA because (i) we believe that these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe that investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally for a number of benchmarks including to compare our performance to that of our competitors.
The following table sets forth reconciliations of our net income to our EBITDA and Adjusted EBITDA:
Thirteen Weeks Ended
Twenty-Six Weeks Ended
(Amounts in thousands)
June 30, 2021
June 24, 2020
June 30, 2021
June 24, 2020
Net income
$
8,818
$
5,499
$
12,782
$
9,099
Non-GAAP adjustments:
Provision (benefit) for income taxes
3,393
752
4,990
2,053
Interest expense, net of interest income
433
908
950
1,813
Depreciation and amortization
3,917
4,168
7,855
8,537
EBITDA
$
16,561
$
11,327
$
26,577
$
21,502
Stock-based compensation expense (a)
1,041
727
1,894
1,261
Loss on disposal of assets (b)
85
27
111
127
Loss on assets held for sale (c)
1,524
—
1,524
—
Recovery of securities lawsuits related legal expense and other insurance claims (d)
—
(123)
—
(123)
Impairment and closed-store reserves (e)
360
437
924
2,839
Income tax receivable agreement expense (income) (f)
27
290
(50)
170
Securities class action legal expense (g)
307
37
671
238
Legal settlements (h)
—
2,499
—
2,566
Pre-opening costs (i)
21
59
184
110
Adjusted EBITDA
$
19,926
$
15,280
$
31,835
$
28,690
(a) Includes non-cash, stock-based compensation.
(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.
(c) During the thirteen and twenty-six weeks ended June 30, 2021, we agreed in principle to sell eight restaurants within Sacramento area to an existing franchisee. The related net assets were reclassified to assets held for sale and remeasured at their fair value less costs to sell, which resulted in a loss on held for sale assets of $1.5 million for the twenty-six weeks ended June 30, 2021.
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(d) During the thirteen and twenty-six weeks ended June 24, 2020, we received insurance proceeds of $0.1 million related to a property claim.
(e) Includes costs related to impairment of long-lived and ROU assets and closing restaurants. During the thirteen and twenty-six weeks ended June 30, 2021, we recorded non-cash impairment charges of $0.4 million and $0.7 million, respectively, primarily related to the carrying value of the ROU assets of one restaurant in Texas closed in 2019, the ROU assets of one restaurant in California, and the long-lived assets of three restaurants in California. During the thirteen and twenty-six weeks ended June 24, 2020, we recorded non-cash impairment charges of $0.1 million and $2.0 million, respectively, primarily related to the carrying value of the ROU assets of one restaurant in Texas and the long-lived assets of three restaurants in California.
During the thirteen and twenty-six weeks ended June 30, 2021, we recognized less than $0.1 million and $0.2 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for our closed locations. During the thirteen and twenty-six weeks ended June 24, 2020, we recognized $0.4 million and $0.9 million, respectively, of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.
(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 NOL and other tax attributes attributable to preceding periods. For the thirteen and twenty-six weeks ended June 30, 2021 and June 24, 2020, income tax receivable agreement (income) expense consisted of the amortization of interest expense and changes in estimates for actual tax returns filed, related to our total expected TRA payments.
(g) Consists of costs related to the defense of securities lawsuits. See Note 7, “Commitments and Contingencies, Legal Matters” in the Notes to Condensed Consolidated Financial Statements above.
(h) Includes amounts incurred related to the payment of the final settlement amounts for multiple wage and hour class action suits.
(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.
Liquidity and Capital Resources
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. 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 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 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, specifically the lease-adjusted coverage ratio and fixed-charge coverage ratio.
The following table presents summary cash flow information for the periods indicated.
Twenty-Six Weeks Ended
(Amounts in thousands)
June 30, 2021
June 24, 2020
Net cash provided by (used in)
Operating activities
$
26,624
$
11,082
Investing activities
(4,272)
(2,479)
Financing activities
(22,947)
43,669
Net increase (decrease) in cash
$
(595)
$
52,272
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Operating Activities
For the twenty-six weeks ended June 30, 2021, net cash from operating activities changed by approximately $15.5 million from the comparable period of the prior year. This change was due primarily to an increase in profitability after non-cash items and favorable working capital fluctuations.
Investing Activities
For the twenty-six weeks ended June 30, 2021, net cash used in investing activities increased by $1.8 million from the comparable period of the prior year. This increase was due primarily to opening two new company-operated restaurants and remodeling five restaurants in the twenty-six weeks ended June 30, 2021 compared to opening no new company-operated restaurants and completing no new remodels in the twenty-six weeks ended June 30, 2020. In addition, during the twenty-six weeks ended June 30, 2021, the Company received a deposit of $4.6 million on sale of eight restaurants within the Sacramento area.
Financing Activities
For the twenty-six weeks ended June 30, 2021, net cash from financing activities changed by $66.6 million from the comparable period of the prior year. This change was due primarily to an increase in net borrowings of $44.5 million on the 2018 Revolver during the twenty-six weeks ended June 24, 2020, primarily as a precautionary measure to bolster our existing cash position in light of the COVID-19 pandemic, as well as to provide for the $16.3 million litigation settlement payment. In addition, during the twenty-six weeks ended June 30, 2021, the Company paid down $22.8 million on the 2018 Revolver.
Debt and Other Obligations
The 2018 Revolver, which is available pursuant to the 2018 Credit Agreement, includes a sub limit of $15.0 million for letters of credit and a sub limit of $15.0 million for swingline loans. The 2018 Revolver and 2018 Credit Agreement will mature on July 13, 2023. The obligations under the 2018 Credit Agreement and related loan documents are guaranteed by the Company and Intermediate. 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.
Borrowings under the 2018 Credit Agreement (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. The base rate is calculated as the highest of (a) the federal funds rate plus 0.50%, (b) the published Bank of America prime rate, or (c) LIBOR plus 1.00%. For LIBOR loans, the margin is in the range of 1.25% to 2.25%, and for base rate loans the margin is in a range of 0.25% to 1.25%. Borrowings under the 2018 Revolver may be repaid and reborrowed. The interest rate range was 1.35% to 1.36% and 1.35% to 1.65% for the thirteen and twenty-six weeks ended June 30, 2021, respectively, and 1.67% to 3.11% and 1.67% to 3.29% for the thirteen and twenty-six weeks ended June 24, 2020.
The 2018 Credit Agreement contains certain financial covenants. The Company was in compliance with the financial covenants as of June 30, 2021.
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At June 30, 2021, $8.4 million of letters of credit and $40.0 million of borrowings were outstanding under the 2018 Revolver. There were $101.6 million remaining borrowings available under the 2018 Revolver at June 30, 2021.
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 1.31%, plus the applicable margin spread, which was 1.5% for the thirteen weeks ended March 31, 2021. The interest rate swap matures in June 2023.
Contractual Obligations
Other than our paydown of $22.8 million on the 2018 Revolver during the twenty-six weeks ended June 30, 2021 described above, our contractual obligations outstanding on June 30, 2021 have not changed materially since those disclosed under “Debt and Other Obligations – Contractual Obligations” in Part II, Item 7 of our annual report on Form 10-K for the year ended December 30, 2020. Our contractual commitments relate to future (i) debt payments, including expected interest expense, calculated based on current interest rates, (ii) restaurant operating lease payments, (iii) income tax receivable agreement payments, and (iv) purchasing commitments for chicken.
Off-Balance Sheet and Other Arrangements
As of June 30, 2021 and December 25, 2020, we were using $8.4 million of borrowing capacity on the 2018 Revolver for letters of credit in support of our insurance programs.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.