What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-02 compared with 2024-11-01 · 156 added, 238 removed, 294 unchanged (57% of the section changed)

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These factors include, but are not limited to:

● global economic or other business conditions that may affect the desire or ability of our customers to purchase our products such as inflationary pressures, high unemployment levels, increases in gas prices, and declines in median income growth, consumer confidence and consumer discretionary spending, among other conditions;

● 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;

● our vulnerability to changes in political and economic conditions and consumer preferences;

● our ability to attract, develop, assimilate and retain employees;

● our vulnerability to changes in political and economic conditions and consumer preferences;

● our vulnerability to conditions in the greater Los Angeles area and to natural disasters given the geographic concentration and real estate intensive nature of our business;

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● changes in food and supply costs, especially for chicken, labor, construction and utilities;

● the impacts of the uncertainty regarding pandemics, epidemics or infectious disease outbreaks (such as 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 operate their individual restaurants without disruption;

● social media and negative publicity, whether or not valid, and our ability to respond to and effectively manage the accelerated impact of social media;

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● uncertainty related to the success of our marketing programs, new menu items, advertising campaigns and restaurant designs and remodels;

● adverse changes in the economic environment, including inflation and increased labor and supply costs, which may affect our franchisees, with adverse consequences to us;

● the impact of federal, state and local labors laws governing our relationships with our employees, including minimum wage laws, minimum standards for fast food workers or other similar laws;

● changes in trade policies, tariff and import regulations by the United States and other countries from which we source some of our produce, packaging, and other items;

● our limited control over our franchisees and potential deterioration of our relations with existing or potential franchisees;

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● potential obligations under long-term and non-cancelable leases, and our ability to renew leases at the end of their terms;

● the possibility that Delaware law, our organizational documents, our shareholder rights agreement, and our existing and future debt agreements may impede or discourage a takeover;

● the impact of shareholder activism on our expenses, business and stock price;

● our ability to achieve our social and environmental sustainability goals;

● the impact of any failure of our information technology system or any breach of our network security;

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● our ability to enforce and maintain our trademarks and protect our other proprietary intellectual property;

● adverse changes in the economic environment, including inflation and increased labor and supply costs, which may affect our franchisees, with adverse consequences to us;

● the impact of federal, state and local labors laws governing our relationships with our employees, including minimum wage laws, minimum standards for fast food workers or other similar laws;

● risks related to government regulation and litigation, including employment and labor laws;

● the impact of any liabilities arising from environmental laws;

● fluctuations in our quarterly operating results due to seasonality and other factors;

● any future offerings of debt or equity securities that may impact the market price of our common stock;

● the possibility that Delaware law, our organizational documents, our shareholder rights agreement, and our existing and future debt agreements may impede or discourage a takeover;

● the impact of shareholder activism on our expenses, business and stock price;

● 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 25, 2024, which filings are available online at www.sec.gov .

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We qualify all of our forward-looking statements by these cautionary statements.

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

We strive to offer food that integrates the culinary traditions of Mexico with the healthier lifestyle.

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 beef and 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.

We believe that 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.

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

We strive to make and serve food that is both “better for you” and flavorful.

Our distinctive menu features our signature product, citrus-marinated fire-grilled chicken, served in a variety of Mexican-inspired entrees, such as burritos and tostadas, healthier options, such as salads, and chicken meals, all available in a variety of sizes to feed individuals and larger groups.

Our entrees include favorites such as our Guacamole Chicken Burrito, Double Chicken Tostada, Crunchy Chicken Taco, and the Original Pollo Bowl®.

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

Our distinctive menu with “better for you” and more affordable 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.

Market Trends and Uncertainties

On September 28, 2023, Governor Newsom signed AB 1228 into law in California, which repealed and replaced the Fast Food Accountability and Standards Recovery Act (“FAST Act”) on January 1, 2024.

Pursuant to AB 1228, the minimum wage at fast food restaurants that are part of brands which have more than 60 establishments nationwide was increased to $20 an hour on April 1, 2024, and a Fast Food Council created by AB 1228 will have limited power to approve annual wage increases until 2029.

Under the law, the Fast Food Council will also have the power to develop and propose minimum standards for fast food workers, including standards for working hours, working conditions, and health and safety.

As a result of AB 1228, we have experienced an increase in our labor and regulatory compliance costs and we expect these costs will continue to increase for the remainder of fiscal 2024 and that our results of operations and profitability will be adversely affected if we are not able to implement other measures to counter these increased costs.

Additionally, we have experienced inflationary pressures affecting our operations in certain areas such as food cost, labor costs, construction costs and other restaurant operating costs.

Pursuant to AB 1228, the minimum wage at fast food restaurants that are part of brands which have more than 60 establishments nationwide increased to $20 an hour on April 1, 2024, and a Fast Food Council created by AB 1228 has limited power to approve annual wage increases until 2029.

Under AB 1228, the Fast Food Council also retains the power to develop and propose minimum standards for fast food workers, including standards for working hours, working conditions, and health and safety.

As a result of AB 1228, we experienced an increase in our labor and regulatory compliance costs in fiscal 2024 and the first quarter of fiscal 2025.

Although we have been able to substantially offset these cost pressures through various actions, such as increasing menu prices, managing menu mix, and productivity improvements, we expect these cost pressures to continue into 2025 and we may not be able to offset cost increases in the future.

Additionally, we are impacted by macroeconomic challenges, such as inflationary pressures and changes in trade policies, that have in the past, and may continue in the future, to affect our operations in certain areas such as food cost, labor costs, construction costs and other restaurant operating costs.

We have been able to substantially offset these inflationary and other cost pressures through various actions, such as increasing menu prices, managing menu mix, and productivity improvements.

However, we expect these inflationary and other cost pressures to continue into the remainder of fiscal 2025 and we may not be able to offset cost increases in the future.

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 our key performance indicators described below, such as company-operated restaurant revenue and comparable restaurant sales, may fluctuate.

Increased tariff duties on goods imported into the United States may have an adverse effect on our Company.

Certain of the produce, packaging materials, and other items procured by our Company are sourced from outside the United States, including from Canada, Mexico and Asia.

Currently, many goods imported from countries other than Canada and Mexico are subject to a 10% tariff increase in addition to the base tariff rate, with the exception of Chinese-origin goods, which can be subject to additional tariff duties up to 145%.

Certain goods from Canada and Mexico that are not USMCA-compliant can be subject to a 25% tariff rate.

While we are still evaluating the potential impacts of increased tariff rates, as well as our ability to mitigate any such related impacts, we anticipate that these tariff actions will adversely impact our revenue and cost of goods sold in the United States.

Any new or increased import duties, tariffs, or taxes, or other changes in U.S.

trade or tax policy could result in further increases to our food and supplies costs that would adversely impact our financial results.

Seasonal factors, including weather and the timing of holidays cause our revenue to fluctuate from quarter to quarter.

Our revenue per restaurant is typically lower in the first and fourth quarters due to reduced January and December transactions and higher in the second and third quarters.

As a result of seasonality, our quarterly and annual results of operations and key performance indicators, such as company-operated restaurant revenue and comparable restaurant sales, may fluctuate.

Growth Strategies and Outlook

As of September 25, 2024, we had 496 locations in seven states.

In fiscal 2023, we opened two new company-operated restaurants in Nevada, and our franchisees opened three new restaurants, one in California, one in Colorado and one in Utah.

Additionally, we completed the sale of 18 restaurants within California, Utah and Texas to existing franchisees during fiscal 2023.

For the thirty-nine weeks ended September 25, 2024, we opened one new company-operated restaurant in California, and our franchisees opened one new restaurant in California.

Additionally, during the thirty-nine weeks ended September 25, 2024, we completed the sale of one restaurant in California to an existing franchisee.

As of March 26, 2025, we had 499 locations in seven states.

In fiscal 2024, we opened two new company-operated restaurants in Nevada, and our franchisees opened two new restaurants, one in California and one in Texas.

Additionally, we completed the sale of one restaurants within California to existing franchisees during fiscal 2024.

For the thirteen weeks ended March 26, 2025, our franchisees opened two new restaurants and closed one restaurant in both cases in California.

Additionally, during the thirteen weeks ended March 26, 2025, we completed the acquisition of one restaurant in California from an existing franchisee.

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

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Revenue Overview

For the thirteen and thirty-nine weeks ended September 25, 2024, our total revenue was $120.4 million and $358.7 million, respectively.

For the thirteen and thirty-nine weeks ended September 25, 2024, our company-operated restaurant revenue was $101.2 million and $300.6 million, respectively, and our franchise and franchise advertising fee revenue was $19.2 million and $58.1 million, respectively.

For the thirteen weeks ended March 26, 2025, our total revenue was $119.2 million.

For the thirteen weeks ended March 26, 2025, our company-operated restaurant revenue was $98.4 million, and our franchise and franchise advertising fee revenue was $20.8 million.

Comparable Restaurant Sales

For the thirteen and thirty-nine weeks ended September 25, 2024, system-wide comparable restaurant sales increased by 2.7% and 4.1%, respectively, from the comparable period in the prior year.

For company-operated restaurants, comparable restaurant sales for the thirteen and thirty-nine weeks ended September 25, 2024 increased by 2.8% and 3.2%, respectively.

For company-operated restaurants, the quarter’s change in comparable restaurant sales consisted of an 11.3% increase in average check size, partially offset by a 7.6% decrease in transactions , and the year-to-date change in comparable restaurant sales consisted of a 7.5% increase in average check size, partially offset by a 4.0% decrease in transactions .

For franchised restaurants, comparable restaurant sales increased 2.7% and 4.6% for the thirteen and thirty-nine weeks ended September 25, 2024, respectively.

For the thirteen weeks ended March 26, 2025, system-wide comparable restaurant sales decreased by 0.6% from the comparable period in the prior year.

For company-operated restaurants, comparable restaurant sales for the thirteen weeks ended March 26, 2025 increased by 0.6%.

For company-operated restaurants, the quarter’s change in comparable restaurant sales consisted of a 4.6% increase in average check size, partially offset by a 3.8% decrease in transactions .

For franchised restaurants, comparable restaurant sales decreased 1.3% for the thirteen weeks ended March 26, 2025.

Refer to “Comparable Restaurant Sales” definition in the section titled “Key Performance Indicators” below.

Restaurant Development

Our restaurant counts at the beginning and end of each of the last three fiscal years and the thirty-nine weeks ended September 25, 2024, were as follows:

Thirty-Nine Weeks Ended

Our restaurant counts at the beginning and end of each of the last three fiscal years and the thirteen weeks ended March 26, 2025, were as follows:

Thirteen Weeks Ended

Fiscal Year Ended

September 25, 2024

March 26, 2025

Company-operated restaurant activity (1) :

Beginning of period

Restaurant sale to Company

Restaurant sale to franchisee

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Beginning of period

Restaurant sale to Company

Restaurant sale to franchisee

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Restaurants at end of period

(1) Our restaurant count above includes 496 domestic restaurants and excludes 10 licensed restaurants in the Philippines.

(1) Our restaurant count above includes 499 domestic restaurants and excludes the eight licensed restaurants in the Philippines, as well as the two previously licensed restaurants in the Philippines that were closed during the thirteen weeks ended March 26, 2025.

Restaurant Remodeling

During the thirty-nine weeks ended September 25, 2024, we completed five company-operated restaurant remodels and 35 franchise remodels.

Considering our efforts to finalize our new prototype design, we currently expect to complete 2-4 company-operated restaurant remodels and 5-10 franchise remodels for the remainder of fiscal 2024.

During the thirteen weeks ended March 26, 2025, we completed a total of four company-operated restaurant and franchise remodels.

Considering our efforts to finalize our new prototype design, we currently expect to complete 60-70 company-operated restaurant and franchise remodels for the remainder of fiscal 2025.

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

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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.

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.

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As points are available for redemption past the quarter earned, a portion of the revenue associated with the earned points will be deferred until redemption or expiration.

As of September 25, 2024 and December 27, 2023, the revenue allocated to loyalty points that had not been redeemed was $0.8 million and $0.7 million, respectively, which is reflected in our accompanying condensed consolidated balance sheets within other accrued expenses and current liabilities.

We had over 4.1 million loyalty program members as of September 25, 2024.

As of March 26, 2025 and December 25, 2024, the revenue allocated to loyalty points that had not been redeemed was $0.9 million and $0.8 million, respectively, which is reflected in our accompanying condensed consolidated balance sheets within other accrued expenses and current liabilities.

We had over 4.4 million loyalty program members as of March 26, 2025.

Critical Accounting Policies and Use of Estimates

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Like other expense items, we expect labor costs to grow proportionately as our restaurant revenue grows.

Factors that influence labor costs include minimum wage and payroll tax legislation, state labor laws (which, in California, may include AB 1228), overtime, wage inflation, the frequency and severity of workers’ compensation claims, health care costs, and the performance of our restaurants.

Factors that influence labor costs include minimum wage and payroll tax legislation, state labor laws (which, in California, includes AB 1228), overtime, wage inflation, the frequency and severity of workers’ compensation claims, health care costs, and the performance of our restaurants.

Occupancy Costs and Other Operating Expenses

Occupancy costs include rent, common area maintenance (“CAM”), and real estate taxes.

Other restaurant operating expenses include the costs of utilities, advertising, credit card processing fees, restaurant supplies, repairs and maintenance, and other restaurant operating costs.

Other restaurant operating expenses include the costs of utilities, advertising, credit card processing fees, delivery service provide fees, restaurant supplies, repairs and maintenance, and other restaurant operating costs.

General and Administrative Expenses

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Depreciation and amortization primarily consists of the depreciation of property and equipment, including leasehold improvements and equipment.

Loss (Gain) on Disposal of Assets

Loss (gain) on disposal of assets includes the loss or gain on disposal of assets related to retirements and replacement or write-off of leasehold improvements or 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

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Comparison of Results of Operations

Our operating results for the thirteen and thirty-nine weeks ended September 25, 2024 and September 27, 2023 are expressed as percentages of total revenue, with the exception of cost of operations and company restaurant expenses, which are expressed as percentages of company-operated restaurant revenue, and are compared in the tables below.

Our operating results for the thirteen weeks ended March 26, 2025 and March 27, 2024 are expressed as percentages of total revenue, with the exception of cost of operations and company restaurant expenses, which are expressed as percentages of company-operated restaurant revenue, and are compared in the tables below.

Thirteen Weeks Ended

September 25, 2024

September 27, 2023

March 26, 2025

March 27, 2024

Increase / (Decrease)

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Loss on disposal of assets

Gain on disposition of restaurants

Impairment and closed-store reserves

Total expenses

Income from operations

Interest expense, net of interest income

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.

All other percentages use total revenue.

Thirty-Nine Weeks Ended

September 25, 2024

September 27, 2023

Increase / (Decrease)

Statements of Income Data

Company-operated restaurant revenue

Franchise revenue

Franchise advertising fee revenue

Total revenue

Cost of operations

Food and paper costs (1)

Labor and related expenses (1)

Occupancy and other operating expenses (1)

Gain on recovery of insurance proceeds, lost profits, net (1)

Company restaurant expenses (1)

General and administrative expenses

Franchise expenses

Depreciation and amortization

Loss (gain) on disposal of assets

Gain on recovery of insurance proceeds, property, equipment and expenses

Loss (gain) on disposition of restaurants

Impairment and closed-store reserves

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Interest expense, net of interest income

Income tax receivable agreement expense

Income before provision for income taxes

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Company-Operated Restaurant Revenue

For the quarter ended September 25, 2024, company-operated restaurant revenue decreased $1.5 million, or 1.5%, from the comparable period in the prior year.

The decrease in company-operated restaurant revenue was mainly due to a $5.3 million decrease related to the 19 company-operated restaurants sold by us to our existing franchisees during or subsequent to the third quarter of 2023.

This company-operated restaurant revenue decrease was partially offset by an increase in company-operated comparable restaurant revenue of $2.7 million, or 2.8% as well as $0.5 million of additional sales from restaurants opened during or after the third quarter of 2023 The company-operated comparable restaurant sales increase consisted of an 11.3% increase in average check size due to increases in menu prices, partially offset by a 7.6% decrease in transactions.

Year-to-date, company-operated restaurant revenue decreased $3.8 million, or 1.3%, from the comparable period in the prior year.

The decrease in company-operated restaurant revenue was mainly due to a $15.7 million decrease related to the 19 company-operated restaurants sold by us to our existing franchisees during or subsequent to the first quarter of 2023.

This company-operated restaurant revenue decrease was partially offset by $2.0 million of additional sales from restaurants opened during or after the first quarter of 2023 as well as an increase in company-operated comparable restaurant revenue of $9.3 million, or 3.2%.

For the quarter ended March 26, 2025, company-operated restaurant revenue increased $1.2 million, or 1.2%, from the comparable period in the prior year.

The increase in company-operated restaurant revenue was mainly due to an increase in company-operated comparable restaurant revenue of $0.6 million, or 0.6% as well as $0.9 million of additional sales from the opening of two restaurants during or after the first quarter of 2024.

This company-operated restaurant revenue increase was partially offset by a $0.4 million decrease related to the one company-operated restaurant sold by us to our existing franchisee during or subsequent to the first quarter of 2024.

The company-operated comparable restaurant sales increase consisted of a 4.6% increase in average check size due to increases in menu prices, partially offset by a 3.8% decrease in transactions.

Franchise Revenue

For the quarter ended September 25, 2024, franchise revenue increased $1.1 million, or 10.5%, from the comparable period in the prior year.

This increase was primarily due to a franchise comparable restaurant sales increase of 2.7%, three franchise-operated restaurant openings and 19 company-operated restaurants sold by us to our existing franchisees in each case, during or subsequent to the third quarter of 2023.

Year-to-date, franchise revenue increased $4.3 million, or 14.3%, from the comparable period in the prior year.

This increase was primarily due to a franchise comparable restaurant sales increase of 4.6%, four franchise-operated restaurant openings and 19 company-operated restaurants sold by us to our existing franchisees in each case, during or subsequent to the first quarter of 2023.

For the quarter ended March 26, 2025, franchise revenue increased $1.8 million, or 16.2%, from the comparable period in the prior year.

This increase was primarily due to the franchisee IT pass through revenue related to the franchisee rollout of the new Point of Sale (POS) system which is offset by a corresponding expense in franchise expenses.

In addition, the increase in franchise revenue was due to the four franchise-operated restaurant openings during or subsequent to the first quarter of 2024.

The increase in franchise revenue was partially offset by a franchise comparable restaurant sales decrease of 1.3% .

Franchise Advertising Fee Revenue

For the quarter ended September 25, 2024, franchise advertising fee revenue increased $0.4 million, or 6.0%, from the comparable period in the prior year.

Year-to-date, franchise advertising fee revenue increased $1.9 million, or 8.5%, from the comparable period in the prior year.

As advertising fee revenue is a percentage of franchisees’ revenue, both the quarter and year-to-date period fluctuations were due to the increases and decreases noted in franchise revenue above.

For the quarter ended March 26, 2025, franchise advertising fee revenue decreased less than $0.1 million, or 0.3%, from the comparable period in the prior year.

As advertising fee revenue is a percentage of franchisees’ revenue, the fluctuations for the quarter were due to the increases and decreases noted in franchise revenue above.

Food and Paper Costs

For the quarter ended September 25, 2024, food and paper costs decreased $2.2 million, or 7.8%.

Year-to-date, food and paper costs decreased $6.2 million, or 7.4%, from the comparable period in the prior year.

The decrease in food and paper costs for the quarter and year-to-date resulted primarily from a $1.5 million and $4.5 million reduction, respectively, related to the sale of 19 company-operated locations to franchisees, coupled with the

decline in transactions referenced above, partially offset by commodity inflation.

For the quarter ended March 26, 2025, food and paper costs decreased $0.9 million, or 3.4%, from the comparable period in the prior year.

The decrease in food and paper costs for the quarter was primarily due to a lower number of transactions combined with cost management initiatives, partially offset by commodity inflation.

For the quarter, food and paper costs as a percentage of company-operated restaurant revenue were 25.2%, down from 26.4% in the comparable period of the prior year.

Year-to-date, food and paper costs as a percentage of company-operated restaurant revenue were 25.5%, down from 27.2% in the comparable period of the prior year.

The percentage decrease for both the quarter and year-to-date period was primarily due to an increase in menu pricing and lower discounting, partially offset by commodity inflation.

The percentage change for the quarter was primarily due to an increase in menu pricing combined with cost management initiatives, partially offset by commodity inflation.

Labor and Related Expenses

For the quarter ended September 25, 2024, labor and related expenses decreased $0.3 million, or 1.1%, from the comparable period in the prior year.

The decrease in labor and related expenses for the quarter was primarily due to a $1.9 million reduction in labor-related costs resulting from the 19 company-operated restaurants sold by us to our existing franchisees during or subsequent to the third quarter of 2023 as well as a $2.0 million reduction related to improved labor efficiencies.

The decrease in labor and related expenses for the quarter ended September 25, 2024 from the comparable period in the prior year was partially offset by a $3.7 million increase due to higher wage rates during fiscal 2024 and 2023 primarily as a result of legislative increases in the California state minimum wage, which became effective April 1, 2024.

Year-to-date, labor and related expenses decreased $0.7 million, or 0.7%, from the comparable period in the prior year.

The decrease for the year-to-date period was due primarily to a $5.8 million reduction in labor related costs resulting from the 19 company-operated restaurants sold by us to our existing franchisees during or subsequent to the first quarter of 2023 and as well as $4.3 million reduction related to improved labor efficiencies.

The decrease in labor and related expenses for the year was partially offset by a $8.7 million increase due to higher wage rates during fiscal 2024 and 2023 primarily as a result of legislative increases in the California state minimum wage, which became effective April 1, 2024, as well as a $0.7 million increase in other labor-related costs.

For the quarter ended September 25, 2024, labor and related expenses as a percentage of company-operated restaurant revenue were 32.4%, up from 32.2% in the comparable period in the prior year.

For the quarter ended March 26, 2025, labor and related expenses increased $1.6 million, or 5.2%, from the comparable period in the prior year.

The increase in labor and related expenses for the quarter was primarily due to a $2.8 million increase in wage rates during fiscal 2025 as a result of legislative increases in the California state minimum wage, which became effective April 1, 2024, and a $0.2 million increase in other labor related expenses primarily related to training.

The increase in labor and related expenses for the quarter was partially offset by a $1.5 million reduction in costs related to improved labor efficiencies.

For the quarter ended March 26, 2025, labor and related expenses as a percentage of company-operated restaurant revenue were 32.7%, up from 31.5% in the comparable period in the prior year.

The percentage change for the quarter was driven by the higher wage rates, partially offset by higher menu prices and improved labor efficiencies .

Year-to-date labor and related expenses as a percentage of company-operated restaurant revenue were 32.0%, up from 31.8% in the comparable period in the prior year primarily d ue to the higher wage rates , partially offset by the increase in menu pricing and improved labor efficiencies.

Occupancy and Other Operating Expenses

For the quarter ended September 25, 2024, occupancy and other operating expenses decreased $1.2 million, or 4.4%, from the comparable period in the prior year.

The decrease was primarily due to a $1.7 million decrease in utilities, repairs and maintenance costs and other operating expense primarily driven by the sale of 19 company-operated locations to existing franchisee during or subsequent to the third quarter of 2023, partially offset by a $0.5 million increase in other operating expenses and the two new company restaurant openings.

Year-to-date, occupancy and other operating expenses decreased $3.1 million, or 4.0%, from the comparable period in the prior year.

The decrease was primarily due to a 4.8 million decrease in utilities, repairs and maintenance costs and other operating expense primarily driven by the sale of 19 company-operated locations during or subsequent to the first quarter of 2023 to existing franchisees, partially offset by a $1.3 million increase in other operating expenses and the three new company restaurant openings.

For the quarter ended September 25, 2024, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 25.8%, down from 26.6% 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 24.8%, down from 25.5% in the comparable period of the prior year.

Both the quarter and year-to-date period decreases resulted from the cost decreases highlighted above.

For the quarter ended March 26, 2025, occupancy and other operating expenses increased $1.8 million, or 7.6%, from the comparable period in the prior year.

The increase was primarily due to a $1.8 million increase in occupancy, utilities, marketplace delivery fees, software maintenance, general liability insurance, and other operating expenses.

For the quarter ended March 26, 2025, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 26.1%, up from 24.6% in the comparable period in the prior year.

The increases resulted from the cost increases highlighted above.

General and Administrative Expenses

For the quarter ended September 25, 2024, general and administrative expenses increased $2.3 million, or 24.9%, from the comparable period in the prior year.

The increase for the quarter was primarily due to a $1.9 million increase in

labor- related costs, primarily related to an increase in estimated management bonus expense and a $0.4 million increase in other general and administrative expenses.

Year-to-date, general and administrative expenses increased $3.7 million, or 11.7%, from the comparable period in the prior year.

The increase for the year-to-date period was due primarily to a $2.5 million increase in labor-related costs, primarily related to an increase in estimated management bonus expense, a $0.6 million increase in executive transition costs and a $0.6 million increase in other general and administrative expenses.

For the quarter ended September 25, 2024, general and administrative expenses as a percentage of total revenue were 9.5%, up from 7.6% in the comparable period of the prior year.

Year-to-date, general and administrative expenses as a percentage of total revenue were 9.8%, up from 8.8% in the comparable period of the prior year.

The percentage increase for both the quarterly and year-to-date periods is primarily due to the cost increases discussed above.

For the quarter ended March 26, 2025, general and administrative expenses decreased $0.7 million, or 5.6%, from the comparable period in the prior year.

The decrease for the quarter was primarily due to a $1.2 million decrease in restructuring and executive transition cost and a $0.6 million received from a legal settlement, net of legal expenses .

The general and administrative expenses decrease was partially offset by a $0.6 million in legal and professional fee costs related to shareholder activism and a $0.5 million increase in other general and administrative expenses.

For the quarter ended March 26, 2025, general and administrative expenses as a percentage of total revenue were 9.5%, down from 10.3% in the comparable period of the prior year .

The percentage decrease is primarily due to the cost decreases discussed above.

Franchise Expenses

For the quarter ended September 25, 2024, franchise expenses increased $0.9 million, or 9.4%, from the comparable period in the prior year .

Year-to-date, franchise expenses increased $3.9 million, or 13.7%, from the comparable period in the prior year.

The increase for both quarterly and year-to-date periods was due to an increase in advertising expenses, primarily resulting from higher franchise revenue, higher franchise services expense and higher rent expense for locations sub-leased to franchisees that have a portion of the rent based on a percentage of revenue generated.

Loss (Gain) on Disposition of Restaurants

During the thirty-nine weeks ended September 25, 2024, we completed the sale of one restaurant within California to an existing franchisee due to an expiring lease term on April 30, 2024.

This sale resulted in cash proceeds of $0.1 million and a net loss on sale of restaurant of less than $0.1 million for the thirty-nine weeks ended September 25, 2024.

During the thirteen and thirty-nine weeks ended September 27, 2023, we completed the sale of 17 and 18 restaurants, respectively, within California, Utah and Texas to existing franchisees.

During the thirteen and thirty-nine weeks ended September 27, 2023, these sales resulted in cash proceeds of $7.5 million and $7.7 million, respectively, and a net gain on sale of restaurant of $4.9 million and $5.0 million, respectively .

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 its relative standalone selling price.

Cash proceeds included upfront consideration for the sale of the restaurant and franchise fees.

The cash consideration per restaurant related to 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.

Since the date of their sale, these restaurants are now included in the total number of franchised El Pollo Loco restaurants.

For the quarter ended March 26, 2025, franchise expenses increased $1.8 million, or 17.4%, from the comparable period in the prior year .

The increase was due to the $1.8 million in IT pass through expense primarily due to the franchisees rolling out the new POS system.

Impairment and Closed-Store Reserves

During the thirteen and thirty-nine weeks ended September 25, 2024, we did not record any non-cash impairment charges.

During both the thirteen and thirty-nine weeks ended September 27, 2023, we recorded non-cash impairment charges of $1.0 million, primarily related to the carrying value of the ROU assets of one restaurant in California and the carrying value of the long-lived assets of one restaurant in Nevada .

During the thirteen weeks ended March 26, 2025 and March 27, 2024, we did not record any non-cash impairment charges.

Given the inherent uncertainty in projecting results for newer restaurants in newer markets, we are monitoring the recoverability of the carrying value of the assets of several restaurants on an ongoing basis.

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Additionally, any property tax and CAM payments relating to closed restaurants are included within closed-store expense.

During both the thirteen and thirty-nine weeks ended September 25, 2024 and September 27, 2023, we recognized less than $0.1 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.

During both the thirteen weeks ended March 26, 2025 and March 27, 2024, we recognized less than $0.1 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.

Interest Expense, Net

For the quarter ended September 25, 2024, interest expense, net, increased $0.2 million from t he comparable period in the prior year.

For the year-to-date period, interest expense, net, increased $1.3 million from the comparable period in the prior year .

Both the quarter and year-to-date period increase in interest expense was primarily related to the higher outstanding balances on our 2022 Revolver (as defined below) as well as the higher interest rates in the fiscal 2024 periods versus t he comparable periods in the prior year .

For the quarter ended March 26, 2025, interest expense, net, decreased $0.4 million from t he comparable period in the prior year .

The decrease in interest expense was primarily related to the lower interest rates in the fiscal 2025 and lower outstanding balances on our 2022 Revolver (as defined below) versus t he comparable periods in the prior year .

Income Tax Receivable Agreement

On July 30, 2014, we entered into the income tax receivable agreement (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 (“NOLs”) and other tax attributes attributable to preceding periods.

For the thirteen and thirty-nine weeks ended September 25, 2024, we did not record any income tax receivable agreement income or expense, and for both the thirteen and thirty-nine weeks ended September 27, 2023, we recorded income tax receivable agreement expense of $0.1 million.

On May 29, 2024, we terminated most of the obligations under the TRA, with respect to any payments or obligations owed to the FS Equity Partners V, L.P.

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(together, the “Sellers”) thereunder in exchange for a payment to the Sellers of $398,896.

As of September 25, 2024, an immaterial amount of obligations owed remained outstanding on our condensed consolidated balance sheets.

As of March 26, 2025, there was no remaining obligation owed on our condensed consolidated balance sheets.

Provision for Income Taxes

For the quarter ended September 25, 2024, we recorded an income tax provision of $2.4 million, reflecting an estimated effective tax rate of 28.1%.

For the quarter ended September 27, 2023, we recorded an income tax provision of $3.0 million, reflecting an estimated effective tax rate of approximately 24.4%.

For the year-to-date period ended September 25, 2024, we recorded an income tax provision of $7.8 million, reflecting an estimated effective tax rate of approximately 28.3%.

For the year-to-date period ended September 27, 2023, we recorded an income tax provision of $7.7 million, reflecting an estimated effective tax rate of approximately 26.5%

The difference between the 21.0% statutory rate and our effective tax rate of 28.3% for the year-to-date period ended September 25, 2024 is primarily a result of state taxes , the impact of non-tax deductible executive compensation expense, a tax shortfall related to equity compensation deductible for tax as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by a Work Opportunity Tax Credit benefit .

For the quarter ended March 26, 2025, we recorded an income tax provision of $2.3 million, reflecting an estimated effective tax rate of 29.7%.

For the quarter ended March 27, 2024, we recorded an income tax provision of $2.2 million, reflecting an estimated effective tax rate of approximately 27.1%.

The difference between the 21.0% statutory rate and our effective tax rate of 29.7% for the quarter ended March 26, 2025 is primarily a result of state taxes and the impact of non-tax deductible executive compensation expense, partially offset by a Work Opportunity Tax Credit benefit .

Key Performance Indicators

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System-wide sales does not include the 8 licensed stores in the Philippines.

The following table reconciles system-wide sales to company-operated restaurant revenue and total revenue:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

(Dollar amounts in thousands)

September 25, 2024

September 27, 2023

September 25, 2024

September 27, 2023

Two licensed restaurants in the Philippines were closed during the thirteen weeks ended March 26, 2025.

The following table reconciles system-wide sales to company-operated restaurant revenue and total revenue (in thousands):

Thirteen Weeks

March 26, 2025

March 27, 2024

Company-operated restaurant revenue

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Comparable restaurant sales exclude restaurants closed during the applicable period.

At September 25, 2024 and September 27, 2023, there were 482 and 470 comparable restaurants, 168 and 181 company-operated restaurants, and 314 and 289 franchised restaurants, respectively.

At March 26, 2025 and March 27, 2024, there were 484 and 478 comparable restaurants, 170 and 168 company-operated restaurants, and 314 and 310 franchised restaurants, respectively.

Comparable restaurant sales indicate the performance of existing restaurants, since new restaurants are excluded.

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Thirteen Weeks Ended

Thirty-Nine Weeks Ended

(Dollar amounts in thousands)

September 25, 2024

September 27, 2023

September 25, 2024

September 27, 2023

March 26, 2025

March 27, 2024

Restaurant contribution:

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Depreciation and amortization

Loss (gain) on disposal of assets

Loss on disposal of assets

Gain on recovery of insurance proceeds, property, equipment and expenses

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Impairment and closed-store reserves

(Gain) loss on disposition of restaurants

Restaurant contribution

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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 NOLs) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense).

These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense).

We also present EBITDA and Adjusted EBITDA because (i) we believe that these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe that investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally for a number of benchmarks, including to compare our performance to that of our competitors.

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Thirteen Weeks Ended

Thirty-Nine Weeks Ended

(Amounts in thousands)

September 25, 2024

September 27, 2023

September 25, 2024

September 27, 2023

March 26, 2025

March 27, 2024

Non-GAAP adjustments:

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Stock-based compensation expense (a)

Loss (gain) on disposal of assets (b)

Loss on disposal of assets (b)

Impairment and closed-store reserves (c)

(Gain) loss on disposition of restaurants (d)

Income tax receivable agreement expense (e)

Special other expenses (f)

Shareholder advisory fees (g)

Gain on recovery of insurance proceeds (h)

Executive transition costs (i)

Restructuring charges (j)

Pre-opening costs (k)

Legal settlements (d)

Special legal and professional fees expense (e)

Gain on recovery of insurance proceeds (f)

Executive transition costs (g)

Restructuring charges (h)

Pre-opening costs (i)

Adjusted EBITDA

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

(b) Loss (gain) on disposal of assets includes the loss or gain on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment.

(b) Loss on disposal of assets includes the loss or gain on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment.

During the thirteen and thirty-nine weeks ended September 25, 2024, we did not record any non-cash impairment charges.

(d) During the thirty-nine weeks ended September 25, 2024, we completed the sale of one restaurant within California to an existing franchisee due to an expiring lease term on April 30, 2024.

This sale resulted in cash proceeds of $0.1 million and a net loss on sale of restaurant of less than $0.1 million for the thirty-nine weeks ended September 25, 2024.

During the thirteen and thirty-nine weeks ended September 27, 2023, we completed the sale of 17 and 18 restaurants, respectively, within California, Utah and Texas to existing franchisees.

These sales resulted in cash proceeds of $7.5 million and $7.7 million, respectively, during the thirteen and thirty-nine weeks ended September 27, 2023 a and a net gain on sale of restaurant of $4.9 million and $5.0 million, respectively.

(e) 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 NOLs and other tax attributes attributable to preceding periods.

For the thirteen and thirty-nine weeks ended September 25, 2024, we did not record any income tax receivable agreement income or expense.

For the thirteen and thirty-nine weeks ended September 27, 2023, income tax receivable agreement expense consisted of the amortization of interest expense and changes in estimates for actual tax returns filed, related to our total expected TRA payments.

(f) Consists of (1) nominal costs and recoveries related to the defense of securities lawsuits, (2) $0.3 million in legal costs related to the share distribution by Trimaran Group of substantially all shares of our common stock held by Trimaran Group to its investors, members and limited partners, which occurred on March 28, 2023, and (3) $0.1 million in costs related to a special dividend declaration which was paid on November 9, 2022, to stockholders of record, including holders of restricted stock.

(g) Consists of advisory fees pertaining to a Shareholder Rights Agreement adopted in connection with a shareholder’s accumulation of a significant amount of shares of our common stock.

Refer to Note 12, “Shareholder Rights Agreement” for further details on the Shareholder Rights Agreement.

(h) During fiscal 2022, one of our restaurants incurred damage resulting from a fire.

In fiscal 2023, we incurred costs directly related to the fire of less than $0.1 million.

We received $0.4 million in cash, net of the insurance deductible, from the insurance company during fiscal 2023, for which we recognized gains of $0.2 million, related to the reimbursement of property and equipment and expenses incurred and $0.2 million related to the reimbursement of lost profits.

The gain on recovery of insurance proceeds for the reimbursement of property and equipment and expenses and the reimbursement of lost profits, net of the related costs is included in the accompanying condensed consolidated statements of income, for the thirty-nine weeks ended September 27, 2023, as a reduction of company restaurant expenses.

(i) Includes costs associated with the transition of our former CEO, such as severance, executive recruiting costs and stock-based compensation costs.

(j) On March 8, 2024, we made the decision to eliminate and restructure certain positions in the organization, which resulted in one-time costs of approximately $0.6 million.

On April 13, 2023 the Company made the decision to eliminate and restructure certain positions in the organization, which resulted in one-time costs of approximately $1.1 million.

(k) 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.

During both the thirteen weeks ended March 26, 2025 and March 27, 2024, we did not record any non-cash impairment charges.

(d) Includes $0.6 million received from legal settlement, net of legal expenses.

(e) Consists of legal and professional costs related to shareholder activism and related matters.

(f) During the thirteen weeks ended March 27, 2024, the Company recognized gains of less than $0.1 million related to the reimbursement of property and equipment and expenses.

The gain on recovery of insurance proceeds and reimbursement of lost profits, net of the related costs, is included in the accompanying condensed consolidated statements of income, for the thirteen weeks ended March 27, 2024, as a reduction of company restaurant expenses.

(g) Includes costs associated with the transition of our former CEO, such as severance, executive recruiting costs and stock-based compensation costs.

(h) On March 8, 2024, we made the decision to eliminate and restructure certain positions in the organization, which resulted in one-time costs of approximately $0.6 million.

(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.

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Liquidity and Capital Resources

Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and our 2022 Revolver (defined below) .

Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and the 2022 Revolver (as defined below) .

Our primary requirements for liquidity and capital are new restaurants, existing restaurant capital investments (remodels and maintenance), legal defense costs, lease obligations, interest payments on our debt, working capital and general corporate needs.

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Our restaurants do not require significant inventories or receivables.

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

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

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

Thirty-Nine Weeks Ended

Thirteen Weeks Ended

(Amounts in thousands)

September 25, 2024

September 27, 2023

March 26, 2025

March 27, 2024

Net cash provided by (used in)

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Financing activities

Net increase (decrease) in cash

Net decrease in cash

Operating Activities

For the thirty-nine weeks ended September 25, 2024, net cash from operating activities increased by approximately $8.6 million from the comparable period of the prior year.

This change was due to favorable working capital fluctuations and higher profitability compared to the same period in the prior year.

For the thirteen weeks ended March 26, 2025, net cash from operating activities decreased by approximately $6.4 million from the comparable period of the prior year.

This change was due to unfavorable working capital fluctuations and lower profitability compared to the same period in the prior year.

Investing Activities

For the thirty-nine weeks ended September 25, 2024, net cash used in investing activities increased by $7.0 million from the comparable period of the prior year.

This change was primarily due to the cash proceeds of $7.7 million received during the thirty-nine weeks ended September 27, 2023 related to the sale of 18 company-operated restaurants to existing franchisees.

For the thirteen weeks ended March 26, 2025, net cash used in investing activities increased by $0.7 million from the comparable period of the prior year.

This change was primarily due to an increase in purchase of property and equipment mostly related to restaurant remodeling during the thirteen weeks ended March 26, 2025 when compared to the prior quarter.

Financing Activities

For the thirty-nine weeks ended September 25, 2024, net cash used in financing activities changed by $5.7 million from the comparable period of the prior year.

The decrease was primarily due to repurchases of shares of our common stock of $19.3 million during the thirty-nine weeks ended September 25, 2024 compared to repurchases of shares of our common stock of $46.6 million during the thirty-nine weeks ended September 27, 2023.

The change was offset by an $8.0 million in net pay downs on the 2022 Revolver during the thirty-nine weeks ended September 25, 2024 compared to a $14.0 million in net borrowings during the thirty-nine weeks ended September 27, 2023.

For the thirteen weeks ended March 26, 2025, net cash used in financing activities changed by $5.7 million from the comparable period of the prior year.

The change was primarily due to repurchases of shares of our common stock of $1.8 million during the thirteen weeks ended March 26, 2025 compared to repurchases of shares of our common stock of $1.2 million during the thirteen weeks ended March 27, 2024.

The change was offset by a $2.0 million in net borrowings on

the 2022 Revolver during the thirteen weeks ended March 26, 2025 compared to a $4.0 million in payments during the thirteen weeks ended March 27, 2024.

Debt and Other Obligations

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The 2022 Revolver and 2022 Credit Agreement will mature on July 27, 2027.

The obligations under the 2022 Credit Agreement and related loan documents are guaranteed by us and Intermediate.

The obligations under the 2022 Credit Agreement and related loan documents are guaranteed by us.

The obligations of our company, EPL and Intermediate under the 2022 Credit Agreement and related loan documents are secured by a first priority lien on substantially all of their respective assets.

Under the 2022 Revolver, we are restricted from making certain payments such as cash dividends or share repurchases, except that it may, inter alia, (i) pay up to $1.0 million per year to repurchase or redeem our qualified equity interests held by our past or present officers, directors, or employees (or their estates) upon death, disability, or termination of employment, (ii) pay under 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 2022 Revolver.

Under the 2022 Revolver, we are restricted from making certain payments such as cash dividends or share repurchases, except that we may, inter alia, (i) pay up to $1.0 million per year to repurchase or redeem our qualified equity interests held by our past or present officers, directors, or employees (or their estates) upon death, disability, or termination of employment, (ii) pay under the TRA, and (iii) so long as no default or event of default has occurred and is continuing, (a) make non-cash repurchases of equity interests in connection with the exercise of stock options by directors, officers and management, provided that those equity interests represent a portion of the consideration of the exercise price of those stock options, (b) pay up to $0.5 million in any 12 month consecutive period to redeem, repurchase or otherwise acquire equity interests of any subsidiary that is not a wholly-owned subsidiary from any holder of equity interest in such subsidiary, (c) pay up to $2.5 million per year pursuant to stock option plans, employment agreements, or incentive plans, (d) make up to $5.0 million in other restricted payments per year, and (e) make other restricted payments, subject to our compliance, on a pro forma basis, with (x) a lease-adjusted consolidated leverage ratio not to exceed 4.25 times and (y) the financial covenants applicable to the 2022 Revolver.

Borrowings under the 2022 Credit Agreement (other than any swingline loans) bear interest, at the borrower’s option, at rates based upon either the secured overnight financing rate (“SOFR”) or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid.

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Borrowings under the 2022 Revolver may be repaid and reborrowed.

The interest rate range under the 2022 Revolver was 6.52% to 6.95% and 6.52% to 6.96% for the thirteen and thirty-nine weeks ended September 25, 2024 , respectively, and 6.74% to 6.93% and 5.69% to 8.50% for the thirteen and thirty-nine weeks ended September 27, 2023, respectively.

The 2022 Credit Agreement contains certain customary financial covenants, subject to certain exceptions.

We were in compliance with the financial covenants as of September 25, 2024.

At September 25, 2024, we had $76.0 million in outstanding borrowings under the 2022 Revolver and one letter of credit in the amount of $9.8 million outstanding, and as a result, we had $64.2 million in borrowing availability.

During the year ended December 28, 2022, we refinanced and terminated our credit agreement (the “2018 Credit Agreement”) among EPL, as borrower, we and the Intermediate, as guarantors, Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto, which provided for a $150.0 million five-year senior secured revolving credit facility (the “2018 Revolver”) and entered into the 2022 Credit Agreement.

See Note 4, “Long-term debt” for additional information.

The interest rate range under the 2022 Revolver was 5.65% to 7.75% for the thirteen weeks ended March 26, 2025 , and 6.92% to 6.96% for the thirteen weeks ended March 27, 2024.

The 2022 Credit Agreement contains certain financial covenants.

We were in compliance with the financial covenants as of March 26, 2025.

At March 26, 2025, we had $73.0 million in outstanding borrowings under the 2022 Revolver and one letter of credit in the amount of $10.3 million outstanding, and as a result, we had $66.7 million in borrowing availability.

See Note 5, “Long-term debt” in the “Notes to Condensed Consolidated Financial Statements” for additional information.

Material Cash Requirements

Our material cash requirements as of September 25, 2024 have not changed materially since those disclosed under “Material Cash Requirements” in Part II, Item 7 of our annual report on Form 10-K for the year ended December 27, 2023.

Our material cash requirements as of March 26, 2025 have not changed materially since those disclosed under “Material Cash Requirements” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 25, 2024.

Our material cash requirements relate mostly to future (i) debt payments, including expected interest expense, calculated based on current interest rates, (ii) restaurant operating lease payments, (iii) purchasing commitments for chicken, (iv) restaurant finance lease payments, and (v) capital expenditures .

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Share Repurchase Program

On November 2, 2023, we announced that our Board of Directors approved a share repurchase program (“Share Repurchase Program”) under which we are authorized to repurchase up to $20,000,000 of shares of our common stock.

Under the Share Repurchase Program, we are permitted to repurchase our common stock from time to time, in amounts and at prices that we deemed appropriate, subject to market conditions and other considerations.

Pursuant to the Share Repurchase Program, we are authorized to effect repurchases using open market purchases, including pursuant to Rule 10b5-1 trading plans, and/or through privately negotiated transactions.

The repurchase program does not obligate us to acquire any particular number of shares.

The repurchase program will terminate on March 31, 2025.

Further, on December 4, 2023, we repurchased 1.5 million shares for a total purchase price of $12.6 million under the Stock Repurchase Agreement with FS Equity Partners V, L.P.

and FS Affiliates V, L.P.

Following completion of this repurchase, approximately $7.4 million of our common stock remained available for repurchase under the Share Repurchase Program at December 27, 2023.

For the thirteen and thirty-nine weeks ended September 25, 2024, we repurchased 92,043 and 431,926 shares of common stock, respectively, under the Share Repurchase Program, using open market purchases, for total consideration of approximately $1.1 million and $4.3 million, respectively.

Following completion of these repurchases, approximately $3.1 million of our common stock remained available for repurchase under the Share Repurchase Program at September 25, 2024.

Other Share Repurchases

In addition, on May 29, 2024, we repurchased 1,534,303 shares for a total purchase price of $15.0 million under the Stock Repurchase Agreement with FS Equity Partners V, L.P.

and FS Affiliates V, L.P.

On November 2, 2023, we announced that our Board of Directors approved a share repurchase program (“Share Repurchase Program”) under which we were authorized to repurchase up to $20,000,000 of shares of our common stock.

Under the Share Repurchase Program, we were permitted to repurchase our common stock from time to time, in amounts and at prices that we deemed appropriate, subject to market conditions and other considerations.

Pursuant to the Share Repurchase Program, we were authorized to effect repurchases using open market purchases, including pursuant to Rule 10b5-1 trading plans, and/or through privately negotiated transactions.

The Share Repurchase Program did not obligate us to acquire any particular number of shares.

The Share Repurchase Program was terminated on March 31, 2025.

For the thirteen weeks ended March 26, 2025, we repurchased 159,750 shares of common stock under the Share Repurchase Program, using open market purchases, for total consideration of approximately $1.8 million.

Following completion of these repurchases, approximately less than $0.1 million of our common stock remained available for repurchase under the Share Repurchase Program at March 26, 2025.

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-Q

Item 2. Management’s Discussion and Analysis