El Pollo Loco Holdings, Inc. 10-Q

Item 1. Financial Statements. EL POLLO LOCO HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, December 25, ​ 2025 2024 Assets ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 4,323 ​ $ 2,484 Accounts and other receivables, net ​ 12,526 ​ 9,471 Inventories ​ 1,850 ​ 1,938 Prepaid expenses and other current assets ​ 5,144 ​ 5,509 Income tax receivable ​ — ​ 493 Total current assets ​ 23,843 ​ 19,895 Property and equipment, net ​ 84,426 ​ 86,149 Property and equipment held under finance lease, net ​ 1,451 ​ 1,499 Property and equipment held under operating leases, net ("ROU asset") ​ 167,084 ​ 170,494 Goodwill ​ 248,674 ​ 248,674 Trademarks ​ 61,888 ​ 61,888 Deferred tax assets ​ — ​ 336 Other assets ​ 3,086 ​ 3,079 Total assets ​ $ 590,452 ​ $ 592,014 Liabilities and Stockholders’ Equity ​ ​ Current liabilities: ​ ​ Current portion of obligations under finance leases ​ $ 183 ​ $ 170 Current portion of obligations under operating leases ​ 22,148 ​ 19,738 Accounts payable ​ 11,825 ​ 12,087 Accrued salaries and vacation ​ 7,668 ​ 13,926 Accrued insurance ​ 11,305 ​ 11,417 Accrued income taxes payable ​ 5,852 ​ 2,105 Accrued interest ​ 374 ​ 319 Other accrued expenses and current liabilities ​ 15,449 ​ 15,896 Total current liabilities ​ 74,804 ​ 75,658 Revolver loan ​ 73,000 ​ 71,000 Obligations under finance leases, net of current portion ​ 1,527 ​ 1,583 Obligations under operating leases, net of current portion ​ 164,683 ​ 170,529 Deferred tax liabilities, net ​ 4,608 ​ 6,357 Other noncurrent liabilities ​ 6,129 ​ 6,218 Total liabilities ​ 324,751 ​ 331,345 Commitments and contingencies (Note 8) ​ ​ Stockholders’ equity ​ ​ Preferred stock, $ 0.01 par value, 100,000,000 shares authorized; 100,000 shares designated as Series A Preferred Stock; none issued or outstanding ​ — ​ — Common stock, $ 0.01 par value, 200,000,000 shares authorized; 30,059,485 and 29,839,721 shares issued and outstanding as of March 26, 2025 and December 25, 2024, respectively ​ 300 ​ 298 Additional paid-in-capital ​ 242,830 ​ 241,462 Retained earnings ​ 22,571 ​ 18,909 Total stockholders’ equity ​ 265,701 ​ 260,669 Total liabilities and stockholders’ equity ​ $ 590,452 ​ $ 592,014 ​ See notes to condensed consolidated financial statements (unaudited). ​ 3 Table of Contents EL POLLO LOCO HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Amounts in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ March 26, 2025 ​ March 27, 2024 Revenue ​ ​ Company-operated restaurant revenue ​ $ 98,365 ​ $ 97,153 Franchise revenue ​ 13,183 ​ 11,348 Franchise advertising fee revenue ​ 7,629 ​ 7,652 Total revenue ​ 119,177 ​ 116,153 Cost of operations ​ ​ Food and paper cost ​ 24,739 ​ 25,619 Labor and related expenses ​ 32,179 ​ 30,580 Occupancy and other operating expenses ​ 25,673 ​ 23,865 Company restaurant expenses ​ 82,591 ​ 80,064 General and administrative expenses ​ 11,263 ​ 11,925 Franchise expenses ​ 12,442 ​ 10,602 Depreciation and amortization ​ 3,887 ​ 3,851 Loss on disposal of assets ​ 11 ​ 41 Gain on recovery of insurance proceeds, property, equipment and expenses ​ — ​ ( 41 ) Impairment and closed-store reserves ​ 11 ​ 32 Total expenses ​ 110,205 ​ 106,474 Income from operations ​ 8,972 ​ 9,679 Interest expense, net ​ 1,176 ​ 1,564 Income before provision for income taxes ​ 7,796 ​ 8,115 Provision for income taxes ​ 2,315 ​ 2,203 Net income ​ $ 5,481 ​ $ 5,912 Net income per share ​ ​ ​ ​ ​ Basic ​ $ 0.19 ​ $ 0.19 Diluted ​ $ 0.19 ​ $ 0.19 Weighted-average shares used in computing net income per share ​ ​ Basic ​ 29,085,836 ​ 30,777,769 Diluted ​ 29,337,906 ​ 30,937,226 ​ See notes to condensed consolidated financial statements (unaudited). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4 Table of Contents EL POLLO LOCO HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended March 26, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Total ​ ​ Common Stock ​ Paid-in ​ Retained ​ Stockholders’ ​ Shares Amount Capital Earnings Equity Balance, December 25, 2024 ​ 29,839,721 ​ $ 298 ​ $ 241,462 ​ $ 18,909 ​ $ 260,669 Stock-based compensation ​ — ​ — ​ 1,047 ​ — ​ 1,047 Issuance of common stock related to restricted shares ​ 369,879 ​ ​ 4 ​ ​ ( 4 ) ​ ​ — ​ ​ — Issuance of common stock upon exercise of stock options, net ​ 42,736 ​ ​ — ​ ​ 426 ​ ​ — ​ ​ 426 Shares repurchased for employee tax withholdings ​ ( 9,609 ) ​ ​ — ​ ​ ( 101 ) ​ ​ — ​ ​ ( 101 ) Repurchase of common stock ​ ( 159,750 ) ​ ​ ( 2 ) ​ ​ — ​ ​ ( 1,805 ) ​ ​ ( 1,807 ) Repurchase of common stock - excise tax ​ — ​ ​ — ​ ​ — ​ ​ ( 14 ) ​ ​ ( 14 ) Forfeiture of common stock related to restricted shares ​ ( 23,492 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net income ​ — ​ — ​ — ​ 5,481 ​ 5,481 Balance, March 26, 2025 ​ 30,059,485 ​ $ 300 ​ $ 242,830 ​ $ 22,571 ​ $ 265,701 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended March 27, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Total ​ ​ Common Stock ​ Paid-in ​ Retained ​ Stockholders’ ​ Shares Amount Capital Earnings Equity Balance, December 27, 2023 ​ 31,353,223 ​ $ 313 ​ $ 236,421 ​ $ 13,962 ​ $ 250,696 Stock-based compensation ​ — ​ ​ — ​ ​ 920 ​ ​ — ​ ​ 920 Issuance of common stock upon exercise of stock options, net ​ 5 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Repurchase of common stock ​ ( 136,400 ) ​ ​ ( 1 ) ​ ​ ( 1,226 ) ​ ​ — ​ ​ ( 1,227 ) Repurchase of common stock - excise tax ​ — ​ ​ — ​ ​ ( 12 ) ​ ​ — ​ ​ ( 12 ) Forfeiture of common stock related to restricted shares ​ ( 37,309 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net income ​ — ​ ​ — ​ ​ — ​ ​ 5,912 ​ ​ 5,912 Balance, March 27, 2024 ​ 31,179,519 ​ $ 312 ​ $ 236,103 ​ $ 19,874 ​ $ 256,289 ​ See notes to condensed consolidated financial statements (unaudited). ​ ​ ​ ​ ​ ​ ​ 5 Table of Contents EL POLLO LOCO HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ March 26, 2025 ​ March 27, 2024 Cash flows from operating activities: ​ ​ ​ ​ Net income ​ $ 5,481 ​ $ 5,912 Adjustments to reconcile net income to net cash flows provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 3,887 ​ 3,851 Stock-based compensation expense ​ 1,047 ​ 920 Loss on disposal of assets ​ 11 ​ 41 Amortization of deferred financing costs ​ 48 ​ 48 Deferred income taxes, net ​ ( 1,413 ) ​ ( 65 ) Changes in operating assets and liabilities: ​ ​ ​ Accounts and other receivables ​ ( 3,055 ) ​ ( 312 ) Inventories ​ 88 ​ 175 Prepaid expenses and other current assets ​ 365 ​ 273 Income taxes receivable/ payable ​ 4,240 ​ 2,115 Operating lease assets ​ ​ 4,825 ​ ​ 4,731 Other assets ​ ( 55 ) ​ ( 67 ) Accounts payable ​ 173 ​ ( 2,732 ) Accrued salaries and vacation ​ ( 6,258 ) ​ ( 2,455 ) Accrued insurance ​ ( 112 ) ​ ( 92 ) Operating lease liabilities ​ ​ ( 4,850 ) ​ ​ ( 4,669 ) Other accrued expenses and liabilities ​ 313 ​ 3,489 Net cash flows provided by operating activities ​ 4,735 ​ 11,163 Cash flows from investing activities: ​ ​ ​ ​ ​ Proceeds from fire insurance for property and equipment ​ ​ — ​ ​ 41 Purchase of property and equipment ​ ( 3,389 ) ​ ( 4,162 ) Net cash flows used in investing activities ​ ( 3,389 ) ​ ( 4,121 ) Cash flows from financing activities: ​ ​ Proceeds from borrowings on revolver and swingline loans ​ 6,000 ​ — Payments on revolver and swingline loan ​ ( 4,000 ) ​ ( 4,000 ) Minimum tax withholdings related to net share settlements ​ ( 101 ) ​ — Proceeds from issuance of common stock upon exercise of stock options, net of expenses ​ ​ 426 ​ ​ — Payment of obligations under finance leases ​ ( 57 ) ​ ( 48 ) Repurchases of common stock ​ ( 1,775 ) ​ ( 1,161 ) Net cash flows provided by (used in) financing activities ​ 493 ​ ( 5,209 ) Increase in cash and cash equivalents ​ 1,839 ​ 1,833 Cash and cash equivalents, beginning of period ​ 2,484 ​ 7,288 Cash and cash equivalents, end of period ​ $ 4,323 ​ $ 9,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ March 26, 2025 ​ March 27, 2024 Supplemental cash flow information ​ ​ Cash paid during the period for interest ​ $ 1,068 ​ $ 1,595 Cash paid during the period for income taxes ​ $ — ​ $ — Unpaid purchases of property and equipment ​ $ 2,709 ​ $ 7,105 Unpaid repurchases of common stock and excise tax ​ $ 220 ​ $ 65 ​ See notes to condensed consolidated financial statements (unaudited). ​ 6 Table of Contents EL POLLO LOCO HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Overview El Pollo Loco Holdings, Inc. (“Holdings” or “Company”) is a Delaware corporation headquartered in Costa Mesa, California. Holdings and its direct and indirect subsidiaries are collectively referred to herein as the “Company.” The Company’s activities are conducted principally through its indirect wholly owned subsidiary, El Pollo Loco, Inc. (“EPL”), which develops, franchises, licenses, and operates quick-service restaurants under the name El Pollo Loco® and operates under one operating segment. At March 26, 2025, the Company operated 174 and franchised 325 El Pollo Loco restaurants in the United States. The Company also licenses eight restaurants in the Philippines. Two licensed restaurants in the Philippines were closed during the thirteen weeks ended March 26, 2025. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position and results of operations and cash flows for the periods presented. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 25, 2024. ​ The Company uses a 52- or 53-week fiscal year ending on the last Wednesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations, and the fourth quarter includes 14 weeks of operations. Every six or seven years, a 53-week fiscal year occurs. Fiscal 2025 is a 53-week year ending on December 31, 2025. Fiscal 2024 was a 52-week year ended on December 25, 2024. Revenues, expenses, and other financial and operational figures may be elevated in a 53-week year. ​ Certain prior year amounts in the accompanying condensed consolidated financial statements have been reclassified to conform with the current year presentation. ​ Holdings has no material assets or operations. Holdings and Holdings’ direct subsidiary, EPL Intermediate, Inc. (“Intermediate”), guarantee EPL’s 2022 Revolver (as defined in Note 5 below) on a full and unconditional basis and Intermediate has no subsidiaries other than EPL. EPL is a separate and distinct legal entity, and has no obligation to make funds available to Intermediate. EPL and Intermediate may pay dividends to Intermediate and to Holdings, respectively. ​ Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenue and expenses during the periods reported. Actual results could materially differ from those estimates. The Company’s significant estimates include 7 Table of Contents estimates for impairment of goodwill, intangible assets and property and equipment, insurance reserves, lease accounting matters and contingent liabilities. Cash and Cash Equivalents The Company considers all liquid instruments with an original maturity of three months or less at the date of purchase to be cash equivalents. Liquidity The Company’s principal liquidity and capital requirements are new restaurants, existing restaurant capital investments (remodels and maintenance), interest payments on its debt, lease obligations and working capital and general corporate needs. At March 26, 2025, the Company’s total debt was $ 73.0 million. The Company’s ability to make payments on its indebtedness and to fund planned capital expenditures depends on available cash and its ability to generate adequate cash flows in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. Based on current operations, the Company believes that its cash flow from operations, available cash of $ 4.3 million at March 26, 2025, and the outstanding borrowing availability under the 2022 Revolver will be adequate to meet the Company’s liquidity needs for the next twelve months from the date of filing of these condensed consolidated financial statements. Subsequent Events Subsequent to the quarter-end, the Company borrowed $ 2.0 million on its 2022 Revolver resulting in outstanding borrowings of $ 75.0 million as of May 1, 2025. Concentration of Risk Cash and cash equivalents are maintained at financial institutions and, at times, these balances may exceed federally-insured limits. The Company has never experienced any losses related to these balances. ​ The Company had no supplier for which amounts due totaled more than 10.0% of the Company’s accounts payable at March 26, 2025. The Company had one supplier to whom amounts due totaled 19.7 % of the Company’s accounts payable at December 25, 2024. Purchases from the Company’s largest supplier totaled 15.1 % of total expenses for the thirteen weeks ended March 26, 2025, and 24.7 % of total expenses for the thirteen weeks ended March 27, 2024, respectively. ​ Company-operated and franchised restaurants in the greater Los Angeles area generated, in the aggregate, approximately 71.6 % of total revenue for the thirteen weeks ended March 26, 2025, and 71.5 % for the thirteen weeks ended March 27, 2024, respectively. ​ Goodwill and Indefinite Lived Intangible Assets The Company’s indefinite-lived intangible assets consist of trademarks. Goodwill represents the excess of cost over fair value of net identified assets acquired in business combinations accounted for under the purchase method. The Company does not amortize its goodwill and indefinite-lived intangible assets. Goodwill resulted from the acquisition of certain franchise locations. Upon the sale or refranchising of a restaurant, the Company evaluates whether there is a decrement of goodwill. The amount of goodwill included in the cost basis of the asset sold is determined based on the relative fair value of the portion of the reporting unit disposed of compared to the fair value of the reporting unit retained. The Company reports as one reporting unit. The fair value of the portion of the reporting unit disposed of in a refranchising is determined by reference to the discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee, which includes a deduction for the anticipated, future royalties the franchisee will pay the Company associated with the franchise agreement entered into simultaneously with the refranchising transition. The fair value of the reporting unit retained is based on the price a willing buyer would pay for the reporting unit and includes the value of franchise agreements. As such, the fair value of the reporting unit retained can include expected cash flows from future royalties from those restaurants currently being refranchised, future royalties from existing franchise businesses and 8 Table of Contents company restaurant operations. The Company did no t record any decrement to goodwill related to the disposition of restaurants in fiscal 2024 or the thirteen weeks ended March 26, 2025. The Company performs an annual impairment test for goodwill during the fourth fiscal quarter of each year, or more frequently if impairment indicators arise. The Company reviews goodwill for impairment utilizing either a qualitative assessment or a fair value test by comparing the fair value of a reporting unit with its carrying amount. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs the fair value test, the Company will compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The Company performs an annual impairment test for indefinite-lived intangible assets during the fourth fiscal quarter of each year, or more frequently if impairment indicators arise. An impairment test consists of either a qualitative assessment or a comparison of the fair value of an intangible asset with its carrying amount. The excess of the carrying amount of an intangible asset over its fair value is recognized as an impairment loss. The assumptions used in the estimate of fair value are generally consistent with the past performance of the Company’s reporting segment and are also consistent with the projections and assumptions that are used in current operating plans. These assumptions are subject to change as a result of changing economic and competitive conditions. The Company determined that there were no indicators of potential impairment of its goodwill and indefinite-lived intangible assets during the thirteen weeks ended March 26, 2025. Accordingly, the Company did no t record any impairment to its goodwill or indefinite-lived intangible assets during the thirteen weeks ended March 26, 2025. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: ● Level 1: Quoted prices for identical instruments in active markets. ● Level 2: Observable prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. ● Level 3: Unobservable inputs used when little or no market data is available. Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances (e.g., when there is evidence of impairment). There were no non-financial instruments measured at fair value on a nonrecurring basis as of and for the thirteen weeks ended March 26, 2025 and March 27, 2024. Impairment of Property and Equipment and ROU Assets The Company reviews its property and equipment and right-of-use assets (“ROU assets”) for impairment on a restaurant-by-restaurant basis whenever events or changes in circumstances indicate that the carrying value of certain property and equipment and ROU assets may not be recoverable. The Company considers a triggering event, related to property and equipment assets or ROU assets in a net asset position to have occurred related to a specific restaurant if the restaurant’s average unit volume (“AUV”) for the last twelve months are less than a minimum threshold or if consistent 9 Table of Contents levels of undiscounted cash flows for the remaining lease period are less than the carrying value of the restaurant’s assets. Additionally, the Company considers a triggering event related to ROU assets to have occurred related to a specific lease if the location has been closed or subleased and future estimated sublease income is less than current lease payments. If the Company concludes that the carrying value of certain property and equipment and ROU assets will not be recovered based on expected undiscounted future cash flows, an impairment loss is recorded to reduce the property and equipment or ROU assets to their estimated fair value. The fair value is measured on a nonrecurring basis using unobservable (Level 3) inputs. There is uncertainty in the projected undiscounted future cash flows used in the Company’s impairment review analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods, and such charges could be material. The Company determined that triggering events occurred for certain stores during the thirteen weeks ended March 26, 2025 that required an impairment review of certain of the Company’s property and equipment and ROU assets. Based on the results of this analysis, the Company did no t record any non-cash impairment charges for the thirteen weeks ended March 26, 2025 and March 27, 2024. Closed-Store Reserves When a restaurant is closed, the Company will evaluate the ROU asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense. Additionally, any property tax and common area maintenance (“CAM”) payments relating to closed restaurants are included within closed-store expense. During both the thirteen weeks ended March 26, 2025 and March 27, 2024, the Company recognized less than $ 0.1 million of closed-store reserve expense related to the amortization of ROU assets, property taxes and CAM payments for its closed location. Gain on Recovery of Insurance Proceeds, Lost Profits 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. Income Taxes The provision for income taxes, income taxes payable and deferred income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If, after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by charging to tax expense a reserve for the portion of deferred tax assets which are not expected to be realized. The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect the Company’s condensed consolidated financial position, results of operations, and cash flows. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at March 26, 2025 or at December 25, 2024. The Company did no t recognize interest or penalties during the thirteen weeks ended March 26, 2025 and March 27, 2024, since there were no 10 Table of Contents material unrecognized tax benefits. Management believes no significant changes to the amount of unrecognized tax benefits will occur within the next twelve months. On July 30, 2014, the Company entered into the income tax receivable agreement (the “TRA”), which calls for the Company to pay to its pre-initial public offering (“IPO”) stockholders 85 % of the savings in cash that the Company realizes in its income taxes as a result of utilizing its net operating losses (“NOLs”) and other tax attributes attributable to preceding periods. For the thirteen weeks ended March 26, 2025 and March 27, 2024, the Company did no t record any income tax receivable agreement income or expenses. As of March 26, 2025 and December 25, 2024, there was no remaining obligations owed on the Company’s condensed consolidated balance sheets. For the quarter ended March 26, 2025, the Company 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, the Company 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 the 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, partially offset by a Work Opportunity Tax Credit benefit . Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively with the option of retrospective application. The Company is currently evaluating the impact of adopting this ASU on its disclosures. In November 2024, the FASB issued ASU No. 2024-03, “Income Statement Reporting Comprehensive Income/Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU requires disaggregated disclosure of income statement expenses at interim and annual reporting periods. In January 2025, the FASB issued ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date”, which clarifies that the ASU 2024-03 is effective for fiscal year beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The ASU can be adopted prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting this ASU on its disclosures. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. 2. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 December 25, 2024 Prepaid insurance ​ $ 2,038 ​ $ 2,574 Prepaid service fees ​ 2,011 ​ 2,255 Other current assets ​ ​ 1,095 ​ ​ 680 Total prepaid expenses and other current assets ​ $ 5,144 ​ $ 5,509 ​ ​ 11 Table of Contents 3. PROPERTY AND EQUIPMENT The costs and related accumulated depreciation and amortization of major classes of property and equipment are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 December 25, 2024 Land ​ $ 12,323 ​ $ 12,323 Buildings and improvements ​ 155,028 ​ 152,410 Other property and equipment ​ 93,601 ​ 91,352 Construction in progress ​ 9,230 ​ 9,882 ​ ​ 270,182 ​ 265,967 Less: accumulated depreciation and amortization ​ ( 185,756 ) ​ ( 179,818 ) Total property and equipment, net ​ $ 84,426 ​ $ 86,149 ​ Depreciation and amortization expense was $ 3.9 million for both the thirteen weeks ended March 26, 2025 and March 27, 2024, respectively. Based on the Company’s review of its property and equipment assets for impairment, the Company did no t record any non-cash impairment charges for the thirteen weeks ended March 26, 2025 and March 27, 2024, respectively. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies – Impairment of Property and Equipment and ROU Assets” for additional information. 4. STOCK-BASED COMPENSATION Stock Options At March 26, 2025, options to purchase 1,472,494 shares of common stock were outstanding, including 295,692 vested and 1,176,802 unvested options. Unvested options vest over time; however, upon a change in control, the Board of Directors (the “Board”) may accelerate vesting. A summary of stock option activity at March 26, 2025 and changes during the thirteen weeks ended March 26, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average Aggregate ​ ​ Weighted-Average Contractual Life Intrinsic Value ​ ​ Shares ​ Exercise Price Life (Years) (in thousands) Outstanding – December 25, 2024 1,098,320 ​ $ 10.36 ​ ​ ​ ​ ​ ​ Grants 450,133 ​ 10.42 ​ ​ ​ ​ ​ ​ Exercised ( 42,736 ) ​ ​ 9.97 ​ ​ ​ ​ ​ ​ Forfeited, cancelled or expired ( 33,223 ) ​ ​ 10.08 ​ ​ ​ ​ ​ ​ Outstanding – March 26, 2025 1,472,494 ​ $ 10.39 ​ ​ 8.35 ​ $ 474 Vested and expected to vest at March 26, 2025 1,452,406 ​ $ 10.39 ​ ​ 8.33 ​ $ 471 Exercisable at March 26, 2025 295,692 ​ $ 10.87 ​ ​ 4.59 ​ $ 204 ​ The fair value of each stock option was estimated on the grant date using an exercise price of the closing stock price on the day prior to date of grant and the Black-Scholes option-pricing model with the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 March 27, 2024 Expected volatility ​ 42.8 % 43.8 % Risk-free interest rate 4.1 % 3.7 % Expected term (years) 6.00 6.20 ​ Expected dividends — — ​ ​ At March 26, 2025, the Company had total unrecognized compensation expense of $ 5.0 million related to unvested stock options, which it expects to recognize over a weighted-average period of 2.96 years. ​ 12 Table of Contents Restricted Shares ​ A summary of restricted share activity as of March 26, 2025 and changes during the thirteen weeks ended March 26, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Shares ​ Fair Value Unvested shares at December 25, 2024 708,377 ​ $ 10.16 Granted 369,879 ​ $ 10.42 Released ( 26,401 ) ​ $ 9.31 Forfeited and cancelled ( 23,492 ) ​ $ 10.22 Unvested shares at March 26, 2025 1,028,363 ​ $ 10.29 ​ Unvested shares at March 26, 2025, included 998,109 unvested restricted shares and 30,254 shares subject to unvested but earned performance stock units. At March 26, 2025, the Company had unrecognized compensation expense of $ 8.1 million related to unvested restricted shares, which it expects to recognize over a weighted-average period of 2.62 years. During the thirteen weeks ended March 26, 2025, the Company granted 159,948 restricted stock units subject to performance-based vesting conditions based on revenue and restaurant contribution margin to certain officers. Each performance-based restricted stock unit ("PSU") has a grant date fair value of $ 10.42 and a vesting period from the grant date through the date the audit of the Company's fiscal 2027 financial results is expected to be completed. The fair value of each PSU is expensed based on management's current estimate of the level that the performance goal will be achieved. As of March 26, 2025, based on the target level of performance, the total unrecognized compensation expense related to unvested PSUs was $ 1.8 million, which is expected to be recognized over a weighted-average period of 2.80 years. Total stock-based compensation expense was $ 1.0 million for the thirteen weeks ended March 26, 2025, and $ 0.9 million for the thirteen weeks ended March 27, 2024. Share Repurchases Share Repurchase Program On November 2, 2023, the Company announced that the Board approved a share repurchase program (“Share Repurchase Program”) under which the Company was authorized to repurchase up to $ 20,000,000 of shares of the Company’s common stock. Under the Share Repurchase Program, the Company was permitted to repurchase its common stock from time to time, in amounts and at prices that the Company deemed appropriate, subject to market conditions and other considerations. Pursuant to the Share Repurchase Program, the Company is authorized to effect repurchases using open market purchases, including pursuant to Rule 10b5-1 trading plans, and/or through privately negotiated transactions. The Share Repurchase Program did not obligate the Company to acquire any particular number of shares. The Share Repurchase Program was terminated on March 31, 2025. For the thirteen weeks ended March 26, 2025, the Company 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, less than $ 0.1 million of the Company’s common stock remained available for repurchase under the Share Repurchase Program at March 26, 2025. 5. LONG-TERM DEBT On July 27, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) among EPL, as borrower, the Company and Intermediate, as guarantors, Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto, to refinance its $ 150.0 million five-year senior secured revolving credit facility (the “2022 Revolver”). The 2022 Revolver includes a sub limit of $ 15.0 million for letters of credit and a sub limit of $ 15.0 million for swingline loans. The obligations under the 2022 Credit Agreement and related loan documents are guaranteed by 13 Table of Contents Holdings and Intermediate. The obligations of Holdings, EPL and Intermediate under the 2022 Credit Agreement and related loan documents are secured by a first priority lien on substantially all of their respective assets subject to certain customary exceptions. Under the 2022 Revolver, Holdings is restricted from making certain payments such as cash dividends, except that it may, inter alia, (i) pay up to $ 1.0 million per year to repurchase or redeem qualified equity interests of Holdings held by past or present officers, directors, or employees (or their estates) of the Company upon death, disability, or termination of employment, (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. Borrowings under the 2022 Credit Agreement (other than any swingline loans) bear interest, at the borrower’s option, at rates based upon either the secured overnight financing rate (“SOFR”) or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid. The base rate is calculated as the highest of (a) the federal funds rate plus 0.50 %, (b) the published Bank of America prime rate, or (c) Term SOFR with a term of one-month SOFR plus 1.00 %. For Term SOFR loans, the margin is in the range of 1.25 % to 2.25 %, and for base rate loans the margin is in a range of 0.25 % to 1.25 %. Borrowings under the 2022 Revolver may be repaid and reborrowed. The interest rate range under the 2022 Revolver was 5.65 % 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 customary financial covenants, subject to certain exceptions. The Company was in compliance with the financial covenants as of March 26, 2025. At March 26, 2025, the Company 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, the Company had $ 66.7 million in borrowing availability. Maturities During the thirteen weeks ended March 26, 2025, the Company borrowed $ 6.0 million and paid down $ 4.0 million on the 2022 Revolver. During the thirteen weeks ended March 27, 2024, the Company paid down $ 4.0 million on the 2022 Revolver. There are no required principal payments prior to maturity of the 2022 Revolver on July 27, 2027. 6. OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES Other accrued expenses and current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 December 25, 2024 Accrued sales and property taxes ​ $ 5,824 ​ $ 5,349 Gift card liability ​ 4,741 ​ 5,100 Loyalty rewards program liability ​ ​ 905 ​ ​ 844 Accrued advertising ​ ​ — ​ ​ 1,194 Accrued legal settlements and professional fees ​ 719 ​ 463 Deferred franchise and development fees ​ 539 ​ 539 Other ​ 2,721 ​ 2,407 Total other accrued expenses and current liabilities ​ $ 15,449 ​ $ 15,896 ​ ​ 14 Table of Contents 7. OTHER NONCURRENT LIABILITIES Other noncurrent liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 December 25, 2024 Deferred franchise and development fees ​ $ 6,103 ​ $ 6,191 Other ​ 26 ​ 27 Total other noncurrent liabilities ​ $ 6,129 ​ $ 6,218 ​ ​ 8. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is involved in various claims such as wage and hour and other legal actions that arise in the ordinary course of business. The outcomes of these actions are not predictable but the Company does not believe that the ultimate resolution of these other actions will have a material adverse effect on its financial position, results of operations, liquidity, or capital resources. A significant increase in the number of claims, or an increase in amounts owing under successful claims, could materially and adversely affect its business, condensed consolidated financial condition, results of operations, and cash flows. Purchase Commitments The Company has long-term beverage supply agreements with certain major beverage vendors. Pursuant to the terms of these arrangements, marketing rebates are provided to the Company and its franchisees from the beverage vendors based upon the dollar volume of purchases for system-wide restaurants which will vary according to their demand for beverage syrup and fluctuations in the market rates for beverage syrup. These contracts have terms extending through the end of 2032. At March 26, 2025, the Company’s total estimated commitment to purchase chicken was $ 19.1 million. Contingent Lease Obligations As a result of assigning the Company’s interest in obligations under real estate leases in connection with the sale of company-operated restaurants to some of the Company’s franchisees, the Company is contingently liable on three lease agreements. These leases have various terms, the latest of which expires in 2038 . As of March 26, 2025, the potential amount of undiscounted payments the Company could be required to make in the event of non-payment by the primary lessee was $ 3.4 million. The present value of these potential payments discounted at the Company’s estimated pre-tax cost of debt at March 26, 2025 was $ 2.3 million. The Company’s franchisees are primarily liable on the leases. The Company has cross-default provisions with these franchisees that would put them in default of their franchise agreements in the event of non-payment under the leases. The Company believes that these cross-default provisions reduce the risk that payments will be required to be made under these leases. Employment Agreements As of March 26, 2025, the Company had employment agreements with three of the officers of the Company. These agreements provide for minimum salary levels, possible annual adjustments for cost-of-living changes, and incentive bonuses that are payable under certain business conditions. Indemnification Agreements The Company has entered into indemnification agreements with each of its current directors and officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with future directors and officers. ​ 15 Table of Contents 9. EARNINGS PER SHARE Basic earnings per share (“EPS”) is calculated using the weighted-average number of shares of common stock outstanding during the thirteen weeks ended March 26, 2025 and March 27, 2024. Diluted EPS is calculated using the weighted-average number of shares of common stock outstanding and potentially dilutive during the period, using the treasury stock method. Below are basic and diluted EPS data for the periods indicated (in thousands except for share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ March 26, 2025 March 27, 2024 Numerator: ​ ​ ​ Net income ​ $ 5,481 ​ $ 5,912 Denominator: ​ ​ Weighted-average shares outstanding—basic ​ 29,085,836 ​ 30,777,769 Weighted-average shares outstanding—diluted ​ 29,337,906 ​ 30,937,226 Net income per share—basic ​ $ 0.19 ​ $ 0.19 Net income per share—diluted ​ $ 0.19 ​ $ 0.19 Anti-dilutive securities not considered in diluted EPS calculation ​ 806,534 ​ 840,830 ​ Below is a reconciliation of basic and diluted share counts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ March 26, 2025 ​ March 27, 2024 Weighted-average shares outstanding—basic 29,085,836 30,777,769 Dilutive effect of stock options and restricted shares 252,070 159,457 Weighted-average shares outstanding—diluted 29,337,906 30,937,226 ​ ​ 10. RELATED PARTY TRANSACTIONS None. 11. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Recognition Nature of products and services The Company has two revenue streams, company-operated restaurant revenue and franchise related revenue. Company-operated restaurant revenue Revenues from the operation of company-operated restaurants are recognized as food and beverage products are delivered to customers and payment is tendered at the time of sale. The Company presents sales, net of sales-related taxes and promotional allowances. The Company offers a loyalty rewards program, which awards a customer points for dollars spent. Customers earn points for each dollar spent and points can be redeemed for multiple redemption options. If a customer does not earn or use points within a one-year period, their account is deactivated and all points expire. When a customer is part of the rewards program, the obligation to provide future discounts related to points earned is considered a separate performance obligation, to which a portion of the transaction price is allocated. 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, if necessary, on a pro-rata basis, based on stand-alone selling price, as determined by menu pricing and loyalty points terms. As of March 26, 2025 and December 25, 2024, the revenue allocated to loyalty points that have not been redeemed was $ 0.9 million and $ 0.8 million, respectively, which is 16 Table of Contents reflected in the Company’s accompanying condensed consolidated balance sheets within other accrued expenses and current liabilities. The Company expects the loyalty points to be redeemed and recognized over a one-year period. The Company sells gift cards to its customers in the restaurants and through selected third parties. The gift cards sold to customers have no stated expiration dates and are subject to actual and/or potential escheatment rights in several of the jurisdictions in which the Company operates. Furthermore, due to these escheatment rights, the Company does not recognize breakage related to the sale of gift cards due to the immateriality of the amount remaining after escheatment. The Company recognizes income from gift cards when redeemed by the customer. Unredeemed gift card balances are deferred and recorded as other accrued expenses on the accompanying condensed consolidated balance sheets. Franchise and franchise advertising fee revenue Franchise revenue consists of franchise royalties, initial franchise fees, license fees due from franchisees, IT support services, and rental income for subleases to franchisees. Franchise advertising fee revenue consists of advertising contributions received from franchisees. These revenue streams are made up of the following performance obligations: ● Franchise license - inclusive of advertising services, development agreements, training, access to restaurant development plans and help desk services; ● Discounted renewal option; and ● Hardware services. The Company satisfies the performance obligation related to the franchise license over the term of the franchise agreement, which is typically 20 years . Payment for the franchise license consists of three components, a fixed-fee related to the franchise/development agreement, a sales-based royalty fee and a sales-based advertising fee. The fixed fee, as determined by the signed development and/or franchise agreement, is due at the time the development agreement is entered into, and/or when the franchise agreement is signed, and does not include a finance component. The sales-based royalty fee and sales-based advertising fee are considered variable consideration and are recognized as revenue as such sales are earned by the franchisees. Both sales-based fees qualify under the royalty constraint exception, and do not require an estimate of future transaction price. Additionally, the Company is utilizing the practical expedient available under ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”) regarding disclosure of the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied for sales-based royalties. In certain franchise agreements, the Company offers a discounted renewal to incentivize future renewals after the end of the initial franchise term. As this is considered a separate performance obligation, the Company allocated a portion of the initial franchise fee to this discounted renewal, on a pro-rata basis, assuming a 20-year renewal. This performance obligation is satisfied over the renewal term, which is typically 10 or 20 years , while payment is fixed and due at the time the renewal is signed. The Company purchases hardware, such as scanners, printers, cash registers, kiosks, and tablets, from third party vendors, which it then sells to franchisees. As the Company is considered the principal in this relationship, payment received for the hardware is considered revenue, and is received upon transfer of the goods from the Company to the franchisee. As of March 26, 2025, there were no performance obligations related to hardware services that were unsatisfied or partially satisfied. The following table presents the Company’s revenues disaggregated by geographic market: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 March 27, 2024 Greater Los Angeles area market 71.6 % ​ 71.5 % Other markets 28.4 % ​ 28.5 % Total 100 % ​ 100 % ​ 17 Table of Contents Contract balances The following table provides information about the change in the franchise contract liability balances during the thirteen weeks ended March 26, 2025 and March 27, 2024 (in thousands): ​ ​ ​ ​ ​ December 25, 2024 ​ $ 6,730 Revenue recognized - beginning balance ​ ( 154 ) Additional contract liability ​ 66 March 26, 2025 ​ $ 6,642 ​ ​ ​ ​ December 27, 2023 ​ $ 6,997 Revenue recognized - beginning balance ​ ( 158 ) Additional contract liability ​ 80 March 27, 2024 ​ $ 6,919 ​ The Company’s franchise contract liability includes development fees, initial franchise and license fees, franchise renewal fees, lease subsidies and royalty discounts and is included within other accrued expenses and current liabilities and other noncurrent liabilities within the accompanying condensed consolidated balance sheets. The Company receives area development fees from franchisees when they execute multi-unit area development agreements. Initial franchise and license fees, or franchise renewal fees, are received from franchisees upon the execution of, or renewal of, a franchise agreement. Revenue is recognized from these agreements as the underlying performance obligation is satisfied, which is over the term of the agreement. The following table illustrates the estimated revenue to be recognized in future periods related to performance obligations under the applicable contracts that are unsatisfied as of March 26, 2025 (in thousands): ​ ​ ​ ​ ​ Franchise revenues: ​ 2025 ​ $ 401 2026 ​ 529 2027 ​ 520 2028 ​ 493 2029 ​ 462 Thereafter ​ 4,237 Total ​ $ 6,642 ​ Changes in the loyalty rewards program liability included in deferred revenue within other accrued expenses and current liabilities on the condensed consolidated balance sheets were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 December 25, 2024 Loyalty rewards liability, beginning balance ​ $ 844 ​ $ 687 Revenue deferred ​ 587 ​ 2,181 Revenue recognized ​ ( 526 ) ​ ( 2,024 ) Loyalty rewards liability, ending balance ​ $ 905 ​ $ 844 ​ The Company expects all loyalty points revenue related to performance obligations unsatisfied as of March 26, 2025 to be recognized within one year . Gift Cards The gift card liability included in other accrued expenses and current liabilities on the condensed consolidated balance sheets was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 ​ December 25, 2024 Gift card liability ​ $ 4,741 ​ $ 5,100 18 Table of Contents Revenue recognized from the redemption of gift cards that was included in other accrued expenses and current liabilities at the beginning of the year was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ March 26, 2025 ​ March 27, 2024 Revenue recognized from gift card liability balance at the beginning of the year ​ $ 375 ​ $ 362 ​ Contract Costs The Company does not currently incur costs to obtain or fulfill a contract that would be considered contract assets under Topic 606. ​ 12. LEASES Nature of Leases The Company’s operations utilize property, facilities, equipment and vehicles leased from others. Additionally, the Company has various contracts with vendors that have been determined to contain an embedded lease in accordance with Topic 842. As of March 26, 2025, the Company had one lease that it had entered into, but had not yet commenced. Building and Facility Leases The majority of the Company’s building and facilities leases are classified as operating leases; however, the Company currently has one facility and 24 equipment leases that are classified as finance leases. Restaurants are operated under lease arrangements that generally provide for a fixed base rent and, in some instances, contingent rent based on a percentage of gross operating profit or net revenues in excess of a defined amount. Additionally, a number of the Company’s leases have payments that increase at pre-determined dates based on the change in the consumer price index. For all leases, the Company also reimburses the landlord for non-lease components, or items that are not considered components of a contract, such as CAM, property tax and insurance costs. While the Company determined not to separate lease and non-lease components, these payments are based on actual costs, making them variable consideration and excluding them from the calculations of the ROU asset and lease liability. The initial terms of land and restaurant building leases are generally 20 years , exclusive of options to renew. These leases typically have four 5-year renewal options , which have generally been excluded in the calculation of the ROU asset and lease liability, as they are not considered reasonably certain to be exercised, unless there have been significant leasehold improvements that have a useful life that extend past the original lease term. Furthermore, there are no residual value guarantees and no restrictions imposed by the lease. During the thirteen weeks ended March 26, 2025, the Company reassessed the lease terms on two restaurants, due to certain triggering events, such as the addition of significant leasehold improvements with useful lives that extend past the current lease expiration, the decision to terminate a lease, or the decision to renew. This reassessment resulted in an additional $ 1.4 million of ROU asset and lease liabilities for the thirteen weeks ended March 26, 2025, which were recognized and will be amortized over the new lease term. During the thirteen weeks ended March 27, 2024, the Company reassessed the lease terms on eight restaurants due to certain triggering events, such as the addition of significant leasehold improvements with useful lives that extend past the current lease expiration, the decision to terminate a lease, or the decision to renew. This reassessment resulted in an additional $ 5.9 million of ROU asset and lease liabilities for the thirteen weeks ended March 27, 2024, which were recognized and will be amortized over the new lease term. Additionally, as the Company adopted all practical expedients available under Topic 842, no reallocation between lease and non-lease components was necessary. The Company also subleases facilities to certain franchisees and other non-related parties which are also considered operating leases. Sublease income also includes contingent rental income based on net revenues. The vast majority of these leases have rights to extend terms via fixed rental increases. However, none of these leases have early termination 19 Table of Contents rights, the right to purchase the premises or any residual value guarantees. The Company does not have any related party leases. During both the thirteen weeks ended March 26, 2025 and March 27, 2024, the Company did no t record any non-cash impairment charges. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies – Impairment of Property and Equipment and ROU Assets” for additional information. Equipment Leases of equipment primarily consist of restaurant equipment, copiers and vehicles. These leases are fixed payments with no variable component. Additionally, no optional renewal periods have been included in the calculation of the ROU asset, there are no residual value guarantees and no restrictions imposed. Significant Assumptions and Judgments In applying the requirements of Topic 842, the Company made significant assumptions and judgments related to determination of whether a contract contains a lease and the discount rate used for the lease. In determining if any of the Company’s contracts contain a lease, the Company made assumptions and judgments related to its ability to direct the use of any assets stated in the contract and the likelihood of renewing any short-term contracts for a period extending past twelve months. The Company also made significant assumptions and judgments in determining an appropriate discount rate for property leases. These included using a consistent discount rate for a portfolio of leases entered into at varying dates, using the full 20-year term of the lease, excluding any options, and using the total minimum lease payments. The Company utilizes a third-party valuation firm in determining the discount rate, based on the above assumptions. For all other leases, the Company uses the discount rate implicit in the lease, or the Company’s incremental borrowing rate. As the Company has adopted the practical expedient not to separate lease and non-lease components, no significant assumptions or judgments were necessary in allocating consideration between these components, for all classes of underlying assets. The following table presents the Company’s total lease cost, disaggregated by underlying asset (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ March 26, 2025 ​ March 27, 2024 ​ Property Equipment ​ ​ Property Equipment ​ ​ ​ ​ Leases ​ Leases ​ Total ​ Leases ​ Leases ​ Total Finance lease cost: ​ ​ ​ ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ $ 19 ​ $ 30 ​ $ 49 ​ $ 18 ​ $ 1 ​ $ 19 Interest on lease liabilities ​ ​ 9 ​ ​ 5 ​ 14 ​ 11 ​ ​ 4 ​ 15 Operating lease cost: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed rent cost ​ ​ 7,184 ​ 103 ​ 7,287 ​ 7,028 ​ 103 ​ 7,131 Short-term lease cost ​ — ​ 28 ​ 28 ​ — ​ 1 ​ 1 Variable lease cost ​ 139 ​ 334 ​ 473 ​ 133 ​ 347 ​ 480 Sublease income ​ ( 1,715 ) ​ — ​ ( 1,715 ) ​ ( 1,779 ) ​ — ​ ( 1,779 ) Total lease cost ​ $ 5,636 ​ $ 500 ​ $ 6,136 ​ $ 5,411 ​ $ 456 ​ $ 5,867 20 Table of Contents The following table presents the Company’s total lease cost on the condensed consolidated statements of income (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 March 27, 2024 Lease cost – Occupancy and other operating expenses ​ ​ $ 5,965 ​ $ 5,715 Lease cost – General & administrative ​ ​ 108 ​ ​ 118 Lease cost – Depreciation and amortization ​ ​ 49 ​ ​ 19 Lease cost – Interest expense ​ ​ 14 ​ ​ 15 Total lease cost ​ ​ $ 6,136 ​ $ 5,867 ​ During the thirteen weeks ended March 26, 2025 and March 27, 2024, the Company had the following cash and non-cash activities associated with its leases (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 26, 2025 March 27, 2024 ​ ​ Property ​ Equipment ​ ​ ​ Property Equipment ​ ​ ​ ​ Leases ​ Leases ​ Total ​ Leases ​ Leases ​ Total Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows used for operating leases ​ $ 7,246 ​ $ 93 $ 7,339 ​ $ 7,000 ​ $ 20 ​ $ 7,020 Financing cash flows used for finance leases ​ $ 23 ​ $ 34 $ 57 ​ $ 23 ​ $ 25 ​ $ 48 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 1,414 ​ $ — $ 1,414 ​ $ 5,860 ​ $ 488 ​ $ 6,348 Finance lease ROU assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance lease ROU assets ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 148 ​ $ 148 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average remaining years in lease term—finance leases ​ 15.63 ​ 3.08 ​ ​ ​ ​ 16.63 ​ ​ 3.08 ​ ​ ​ Weighted-average remaining years in lease term—operating leases ​ 9.99 ​ 3.54 ​ ​ ​ ​ 10.39 ​ ​ 4.18 ​ ​ ​ Weighted-average discount rate—finance leases ​ 2.57 % 6.66 % ​ ​ ​ 2.57 % ​ 6.25 % ​ ​ Weighted-average discount rate—operating leases ​ 5.32 % 6.84 % ​ ​ ​ 5.11 % ​ 6.37 % ​ ​ ​ Information regarding the Company’s minimum future lease obligations as of March 26, 2025 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance Leases ​ Operating Leases ​ Minimum Minimum Minimum ​ ​ Lease ​ Lease ​ Sublease For the Years Ending ​ Payments ​ Payments ​ Income December 31, 2025 ​ $ 167 ​ $ 22,017 ​ $ 3,740 December 30, 2026 ​ 191 ​ 28,377 ​ 4,814 December 29, 2027 ​ 180 ​ 27,067 ​ 4,762 December 27, 2028 ​ 134 ​ 25,143 ​ 4,473 December 26, 2029 ​ 118 ​ 22,049 ​ 3,829 Thereafter ​ 1,274 ​ 119,789 ​ 23,110 Total ​ $ 2,064 ​ $ 244,442 ​ $ 44,728 Less: imputed interest ( 2.57 % - 6.84 %) ​ ( 354 ) ​ ( 57,611 ) ​ Present value of lease obligations ​ 1,710 ​ 186,831 ​ Less: current maturities ​ ( 183 ) ​ ( 22,148 ) ​ Noncurrent portion ​ $ 1,527 ​ $ 164,683 ​ ​ Short-Term Leases The Company has multiple short-term leases, which have terms of less than 12 months, and thus were excluded from the recognition requirements of Topic 842. The Company has recognized these lease payments in its condensed consolidated statements of income on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments was incurred. 21 Table of Contents Lessor The Company is a lessor for certain property, facilities and equipment owned by the Company and leased to others, principally franchisees, under non-cancelable leases with initial terms ranging from three to 20 years . These lease agreements generally provide for a fixed base rent and, in some instances, contingent rent based on a percentage of gross operating profit or net revenues. All leases are considered operating leases. For the leases in which the Company is the lessor, there are options to extend the lease. However, there are no terms and conditions to terminate the lease, no right to purchase premises and no residual value guarantees. Additionally, there are no related party leases. The Company received $ 0.1 million of lease income from company-owned locations for both the thirteen weeks ended March 26, 2025 and March 27, 2024. ​ 13. SHAREHOLDER RIGHTS AGREEMENT On August 8, 2023, the Board declared a dividend of one preferred share purchase right (a “Right”) for each share of common stock, par value $ 0.01 per share, of the Company (the “Common Shares”) outstanding on August 18, 2023 to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of August 8, 2023, between the Company and Equiniti Trust Company, LLC, as rights agent. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $ 0.01 per share, of the Company (the “Preferred Shares”) at a price of $ 53.75 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. On August 4, 2024, the Board approved and entered into an Amendment (the “Amendment”) to the Rights Agreement (together with the Agreement, the “Amended Rights Agreement”). Pursuant to the Amendment, the expiration date of the Rights has been extended until 11:59 p.m., Pacific Time, on the date that the votes of the stockholders of the Company with respect to the Company’s next annual meeting of stockholders are certified in 2025, unless stockholders approve the further extension of the Amended Rights Agreement beyond that date. The Rights Agreement was initially adopted in August 2023 (as initially adopted, the “Rights Agreement”) in response to a rapid and significant accumulation of Company stock by Biglari Capital Corp. (together with its affiliates, “Biglari Capital”). In adopting the original Rights Agreement, the Board noted that Biglari Capital has a track record of acquiring substantial and sometimes controlling interests in public restaurant companies. Since that time, members of the Board and leadership team met with Biglari Capital on multiple occasions. In approving the Amendment to extend the Rights Agreement, the Board considered, among other things, that during a meeting, a representative of Biglari Capital stated a desire to make substantial additional share accumulations in the public market if the Board terminated the Rights Agreement or allowed it to expire at the end of its initial term in August 2024. The Amendment also amended the Rights Agreement to increase the Beneficial Ownership (as defined in the Amended Rights Agreement) triggering threshold for being deemed an Acquiring Person (as defined below), unless one of the enumerated exceptions is applicable, from 12.5 % to 15.0 %. In all other respects, the terms of the Rights Agreement remain unmodified and in full force and effect. Under the Amended Rights Agreement, the Rights will generally be exercisable only in the event that a person or group of affiliated or associated persons (such person or group being an “Acquiring Person”), other than certain exempt persons, acquires (or commences a tender offer or exchange offer the consummation of which would result in) Beneficial Ownership of 15.0 % or more of the outstanding Common Shares. In such case (with certain limited exceptions), each holder of a Right (other than the Acquiring Person, whose Rights shall become void) will have the right to receive, upon exercise at the then current exercise price of the Right, Common Shares (or, if the Board so elects, cash, securities, or other property) having a value equal to two times (2x) the exercise price of the Right. Right to Exchange ​ At any time after any person or group becomes an Acquiring Person, the Board may exchange the Rights at an exchange ratio of one Common Share per Right (subject to adjustment). 22 Table of Contents Flip-over Event If, at any time after a person or group becomes an Acquiring Person, (i) the Company engages in a consolidation or merger and, in connection there with all or part of the Common Shares are or will be changed into or exchanged for stock or other securities of any other person or cash or any other property; or (ii) 50 % or more of the Company’s consolidated assets or earning power are sold, then each holder of a Right will thereafter have the right to receive, upon exercise at the then current exercise price of the Right, that number of shares of common stock of the acquiring company having a market value of two times the exercise price of the Right. Redemption At any time prior to the time any person or group becomes an Acquiring Person, the Board may redeem the Rights at a price of $ 0.001 per Right (the “Redemption Price”). Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Rights of Holders Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. ​ 14. SEGMENT REPORTING ​ Operating segments are defined as components of a company that engage in business activities from which it may earn revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief operating decision maker ( " CODM " ) to assess the performance of the individual segments and make decisions about company resources such as personnel and working capital to be allocated to the segments. The Company derives revenue from three primary sources: (1) company-operated restaurant revenue, (2) franchise revenue, which is comprised primarily of franchise royalties and, to a lesser extent, franchise fees and sublease rental income, and (3) franchise advertising fee revenue. All significant revenues relate to retail sales of food and beverages through either company-operated or franchised restaurants. The Company determined that it has one operating segment and one reportable segment which is reflected in the Company’s current organizational and management structure. The accounting policies of the segment are the same as those described in Note 1 “Basis of Presentation and Summary of Accounting Policies”. The Company’s CODM is the Chief Executive Officer who manages the Company’s operations on a reportable segment basis. The Company’s CODM reviews its operations and financial performance at a consolidated level by comparing actual results to budgeted figures and prior year results. This approach allows the CODM to assess whether the Company’s operating segment is meeting its financial goals, identify trends and make more informed decisions about resource allocation and performance targets. When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, segment expenses and consolidated net income as reported on the Consolidated Statements of Operations as well as non-GAAP measures such as restaurant contribution margin and Adjusted EBITDA to allocate Company resources and assess the performance of the Company. Segment asset information is not used by the CODM to assess performance and allocate resources. ​ The table below is a summary of the segment net income, including significant segment expenses for the thirteen weeks ended March 26, 2025 and March 27, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ March 26, 2025 ​ March 27, 2024 Total revenue ​ $ 119,177 ​ $ 116,153 Less: ​ ​ ​ ​ ​ ​ Food and paper costs ​ ​ ( 24,739 ) ​ ​ ( 25,619 ) Labor and related expenses ​ ​ ( 32,179 ) ​ ​ ( 30,580 ) General and administrative expenses ​ ​ ( 11,263 ) ​ ​ ( 11,925 ) Franchise expenses ​ ​ ( 12,442 ) ​ ​ ( 10,602 ) 23 Table of Contents Occupancy expenses ​ ​ ( 7,929 ) ​ ​ ( 7,515 ) Other operating expenses (1) ​ ​ ( 17,744 ) ​ ​ ( 16,350 ) Depreciation and amortization ​ ​ ( 3,887 ) ​ ​ ( 3,851 ) Other segment expenses (2) ​ ​ ( 22 ) ​ ​ ( 32 ) Total operating expenses ​ ​ ( 110,205 ) ​ ​ ( 106,474 ) Income from operations ​ ​ 8,972 ​ ​ 9,679 Interest expenses, net ​ ​ ( 1,176 ) ​ ​ ( 1,564 ) Provision for income taxes ​ ​ ( 2,315 ) ​ ​ ( 2,203 ) Total segment net income ​ $ 5,481 ​ $ 5,912 ​ (1) Other operating expenses are comprised of utilities, repairs and maintenance, advertising, credit card processing fees, delivery service provider fees, restaurant supplies and other restaurant operating costs. (2) Other segment expenses include loss on disposal of assets, gain on recovery of insurance proceeds, property, equipment and expenses and impairment and closed-store reserves. ​ ​ ​ ​ ​ 24 Table of Contents