UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | ☒ | |
Non-accelerated Filer | ☐ | Smaller Reporting Company | |
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of April 29, 2022, there were
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
EL POLLO LOCO HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except share data)
| March 30, |
| December 29, | |||
| 2022 |
| 2021 | |||
Assets |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts and other receivables, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Property and equipment held under finance lease, net |
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Property and equipment held under operating leases, net ("ROU asset") |
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Goodwill |
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Trademarks |
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Deferred tax assets |
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Other assets |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Current portion of obligations under finance leases | $ | | $ | | ||
Current portion of obligations under operating leases |
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Accounts payable |
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Accrued salaries and vacation |
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Accrued insurance |
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Accrued income taxes payable |
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Current portion of income tax receivable agreement payable |
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Other accrued expenses and current liabilities |
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Total current liabilities |
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Revolver loan |
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Obligations under finance leases, net of current portion |
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Obligations under operating leases, net of current portion |
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Deferred taxes |
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Income tax receivable agreement payable, net of current portion |
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Other noncurrent liabilities |
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Total liabilities |
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Commitments and contingencies (Note 7) |
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Stockholders’ equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in-capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | | ||
See notes to condensed consolidated financial statements (unaudited).
3
EL POLLO LOCO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Amounts in thousands, except share data)
| Thirteen Weeks Ended |
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March 30, 2022 | March 31, 2021 | ||||||
Revenue |
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Company-operated restaurant revenue | $ | | $ | | |||
Franchise revenue |
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Franchise advertising fee revenue |
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Total revenue |
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Cost of operations |
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Food and paper cost |
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Labor and related expenses |
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Occupancy and other operating expenses |
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Company restaurant expenses |
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General and administrative expenses |
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Franchise expenses |
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Depreciation and amortization |
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Loss on disposal of assets |
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Impairment and closed-store reserves |
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Total expenses |
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Income from operations |
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Interest expense, net |
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Income tax receivable agreement income |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income | $ | | $ | | |||
Net income per share |
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Basic | $ | | $ | | |||
Diluted | $ | | $ | | |||
Weighted-average shares used in computing net income per share |
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Basic |
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Diluted |
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See notes to condensed consolidated financial statements (unaudited).
4
EL POLLO LOCO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Amounts in thousands)
Thirteen Weeks Ended |
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March 30, 2022 |
| March 31, 2021 | ||||
Net income | $ | | $ | | ||
Other comprehensive income (loss) |
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Changes in derivative instruments |
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Unrealized net gains arising during the period from interest rate swap |
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Reclassifications of losses into net income |
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Income tax expense |
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Other comprehensive income, net of taxes | |
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Comprehensive income | $ | | $ | | ||
See notes to condensed consolidated financial statements (unaudited).
5
EL POLLO LOCO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
Thirteen Weeks Ended March 30, 2022 | |||||||||||||||||
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Common Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | |||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| (Loss) Income |
| Equity | ||||||
Balance, December 29, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Stock-based compensation | — |
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Issuance of common stock upon exercise of stock options | | | | — | — | | |||||||||||
Other comprehensive income, net of tax | — |
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Net income | — |
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Balance, March 30, 2022 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Thirteen Weeks Ended March 31, 2021 | |||||||||||||||||
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Common Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | |||||||||||||
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| Amount |
| Capital |
| Deficit |
| Income (Loss) |
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Balance, December 30, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Stock-based compensation | — |
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Issuance of common stock upon exercise of stock options | |
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Forfeiture of common stock related to restricted shares | ( | — | — | — | — | — | |||||||||||
Other comprehensive loss, net of tax | — | — | — | — | | | |||||||||||
Net income | — |
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Balance, March 31, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
See notes to condensed consolidated financial statements (unaudited).
6
EL POLLO LOCO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
| Thirteen Weeks Ended |
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| March 30, 2022 | March 31, 2021 |
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Cash flows from operating activities: |
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Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash flows (used in) provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation expense |
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Income tax receivable agreement income |
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Loss on disposal of assets |
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Impairment of property and equipment |
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Amortization of deferred financing costs |
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Deferred income taxes, net |
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Changes in operating assets and liabilities: |
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Accounts and other receivables |
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Inventories |
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Prepaid expenses and other current assets |
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Income taxes payable |
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Other assets |
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Accounts payable |
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Accrued salaries and vacation |
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Accrued insurance |
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Other accrued expenses and liabilities |
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Net cash flows (used in) provided by operating activities |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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Net cash flows used in investing activities |
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Cash flows from financing activities: |
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Payments on revolver and swingline loan |
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Proceeds from issuance of common stock upon exercise of stock options, net of expenses | | | |||||
Payment of obligations under finance leases |
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Net cash flows provided by (used in) financing activities |
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Decrease in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period | $ | | $ | | |||
| Thirteen Weeks Ended |
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March 30, 2022 | March 31, 2021 | ||||||
Supplemental cash flow information |
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Cash paid during the period for interest | $ | | $ | | |||
Cash paid during the period for income taxes | $ | | $ | — | |||
Unpaid purchases of property and equipment | $ | | $ | | |||
See notes to condensed consolidated financial statements (unaudited).
7
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”) 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
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 29, 2021.
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 2022 and 2021 are both 52-week years, ending on December 28, 2022 and December 29, 2021, respectively. Revenues, expenses, and other financial and operational figures may be elevated in a 53-week year.
Holdings has no material assets or operations. Holdings and Holdings’ direct subsidiary, EPL Intermediate, Inc. (“Intermediate”), guarantee EPL’s 2018 Revolver (as defined below) on a full and unconditional basis (see Note 4, “Long-Term Debt”), 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, subject to the terms of the 2018 Revolver.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenue and expenses during the periods reported. Actual results could materially differ from those estimates. The Company’s significant estimates include estimates for impairment of goodwill, intangible assets and property and equipment, insurance reserves, lease accounting matters, stock-based compensation, income tax receivable agreement liability, contingent liabilities and income tax valuation allowances.
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COVID-19
While all of the Company’s restaurants had dining rooms open as of March 30, 2022, the Company continues to experience staffing challenges, which resulted in reduced operating hours and service channels at some of the Company restaurants and resulted in higher wage inflation, overtime costs and other labor related costs. Further, the Company experienced inflationary pressures due to supply chain disruptions that resulted in increased commodity prices and impacted the Company’s business and results of operations during the thirteen weeks ended March 30, 2022. The Company expects these pressures to continue during the rest of fiscal 2022. During the thirteen weeks ended March 30, 2022, the Company incurred $
Due to the rapid development and fluidity of this situation, the Company cannot determine the ultimate impact that the COVID-19 pandemic will have on the Company’s condensed consolidated financial condition, liquidity, and future results of operations, and therefore any prediction as to the ultimate materiality of the adverse impact on the Company’s condensed consolidated financial condition, liquidity, and future results of operations is uncertain.
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 30, 2022, the Company’s total debt was $
Recently Adopted Accounting Pronouncements
None.
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
Company-operated and franchised restaurants in the greater Los Angeles area generated, in the aggregate, approximately
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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 closure 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 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 30, 2022. Accordingly, the Company did not record any impairment to its goodwill or indefinite-lived intangible assets during the thirteen weeks ended March 30, 2022. The ultimate severity and longevity of the COVID-19 pandemic is unknown, and therefore, it is possible that impairments could be identified in future periods, and such amounts could be material.
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. |
During fiscal 2019, the Company entered into an interest rate swap, which is required to be measured at fair value on a recurring basis. The fair value was determined based on Level 2 inputs, which include valuation models, as reported by the Company’s counterparty. These valuation models use a discounted cash flow analysis on the cash flows of the derivative based on the terms of the contract and the forward yield curves adjusted for the Company’s credit risk. The
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key inputs for the valuation models are observable market prices, discount rates, and forward yield curves. See Note 4, “Long-Term Debt” for further discussion regarding the Company’s interest rate swap.
The following table presents fair value for the interest rate swap at March 30, 2022 (in thousands):
Fair Value Measurements Using | |||||||||||||
| Fair Value |
| Level 1 |
| Level 2 |
| Level 3 |
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Other assets - Interest rate swap | $ | | $ | | $ | | $ | | |||||
The following table presents fair value for the interest rate swap at December 29, 2021 (in thousands):
Fair Value Measurements Using | |||||||||||||
| Fair Value |
| Level 1 |
| Level 2 |
| Level 3 |
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Other non-current liabilities - Interest rate swap | $ | | $ | — | $ | | $ | — | |||||
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).
The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the thirteen weeks ended March 30, 2022, reflecting certain property and equipment assets and right-of-use (“ROU”) assets for which an impairment loss was recognized during the corresponding periods, as discussed under Note 2, “Property and Equipment” and immediately below under “Impairment of Long-Lived Assets and ROU Assets” (in thousands):
| Total |
| Level 1 |
| Level 2 |
| Level 3 | Impairment Losses | |||||||
Certain property and equipment, net | $ | | $ | | $ | | $ | |
| $ | | ||||
The following non-financial instruments were measured at fair value on a nonrecurring basis as of and for the thirteen weeks ended March 31, 2021, reflecting certain property and equipment assets and ROU assets for which an impairment loss was recognized during the corresponding periods, as discussed immediately below under “Impairment of Long-Lived Assets and ROU Assets” (in thousands):
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Impairment Losses | ||||||
Certain property and equipment, net | $ | | $ | | $ | | $ | |
| $ | | ||||
Certain ROU assets, net | $ | | $ | | $ | | $ | | $ | | |||||
Impairment of Long-Lived Assets and ROU Assets
The Company reviews its long-lived and ROU assets for impairment on a restaurant-by-restaurant basis whenever events or changes in circumstances indicate that the carrying value of certain long-lived and ROU assets may not be recoverable. The Company considers a triggering event related to long-lived assets or ROU assets in a net asset position to have occurred related to a specific restaurant if the restaurant’s average unit volume for the last twelve months is less than a minimum threshold or if consistent levels of undiscounted cash flows for the remaining lease period are less than the carrying value of the restaurant’s assets. Additionally, the Company considers a triggering event related to ROU assets to have occurred related to a specific lease if the location has been subleased and future estimated sublease income is less than lease payments under the head lease. If the Company concludes that the carrying value of certain long-lived and ROU assets will not be recovered based on expected undiscounted future cash flows, an impairment loss is recorded to reduce the long-lived or ROU assets to their estimated fair value. The fair value is measured on a nonrecurring basis using unobservable (Level 3) inputs. There is uncertainty in the projected undiscounted future cash flows used in 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 restaurants during the thirteen weeks ended March 30, 2022 that required an impairment review of certain of the Company’s long-lived and ROU assets. Based on the results of the analysis, the Company recorded non-cash impairment charges of $
11
The Company recorded a non-cash impairment charge of $
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 the thirteen weeks ended March 30, 2022, the Company recognized less than $
Derivative Financial Instruments
The Company uses an interest rate swap, a derivative instrument, to hedge interest rate risk and not for trading purposes. The derivative contract is entered into with a financial institution.
The Company records the derivative instrument on its condensed consolidated balance sheets at fair value. The derivative instrument qualifies as a hedging instrument in a qualifying cash flow hedge relationship, and the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive (loss) income (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For any derivative instruments not designated as hedging instruments, the gain or loss will be recognized in earnings immediately. If a derivative previously designated as a hedge is terminated, or no longer meets the qualifications for hedge accounting, any balances in AOCI will be reclassified to earnings immediately.
As a result of the use of an interest rate swap, the Company is exposed to risk that the counterparty will fail to meet its contractual obligations. To mitigate the counterparty credit risk, the Company will only enter into contracts with major financial institutions, based upon their credit ratings and other factors, and will continue to assess the creditworthiness of the counterparty. As of March 30, 2022, the counterparty to the Company’s interest rate swap has performed in accordance with its contractual obligation.
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
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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
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
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law as a stimulus package, and contained several tax provisions, including a correction of a previous drafting error related to quality improvement property and immediate refundability of all remaining alternative minimum tax credits. The new provisions did not have a material impact on the Company’s condensed consolidated financial statements.
The CARES Act also provides for the deferral of employer Social Security taxes that are otherwise owed for wage payment and the creation of refundable employee retention credits. The total amount deferred as of December 30, 2020 was $
2. PROPERTY AND EQUIPMENT
The costs and related accumulated depreciation and amortization of major classes of property and equipment are as follows (in thousands):
| March 30, 2022 |
| December 29, 2021 | |||
Land | $ | | $ | | ||
Buildings and improvements |
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Other property and equipment |
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Construction in progress |
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Less: accumulated depreciation and amortization |
| ( |
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$ | | $ | | |||
Depreciation expense was $
Based on the Company’s review of its long-lived assets for impairment, the Company recorded non-cash impairment charges of $
During the thirteen weeks ended March 31, 2021, the Company recorded non-cash impairment charges of $
13
3. STOCK-BASED COMPENSATION
At March 30, 2022, options to purchase
Weighted-Average |
| Aggregate | |||||||||
|
| Weighted-Average |
| Contractual Life |
| Intrinsic Value | |||||
Shares | Exercise Price |
| Life (Years) |
| (in thousands) | ||||||
Outstanding - December 29, 2021 |
| | $ | | |||||||
Exercised |
| ( | $ | | |||||||
Outstanding - March 30, 2022 |
| | $ | | $ | | |||||
Vested and expected to vest at March 30, 2022 |
| | $ | | $ | | |||||
Exercisable at March 30, 2022 |
| | $ | | $ | | |||||
At March 30, 2022, the Company had total unrecognized compensation expense of $
A summary of restricted share activity as of March 30, 2022 and changes during the thirteen weeks ended March 30, 2022 is as follows:
|
| Weighted-Average | |||
Shares | Fair Value | ||||
Unvested shares at December 29, 2021 |
| | $ | | |
Unvested shares at March 30, 2022 |
| | $ | | |
At March 30, 2022, the Company had unrecognized compensation expense of $
Total stock-based compensation expense was
4. LONG-TERM DEBT
The Company, as a guarantor, is a party to a credit agreement (the “2018 Credit Agreement”) among EPL, as borrower, Intermediate, as a guarantor, Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto, which provides for a $
Under the 2018 Revolver, Holdings may not make certain payments such as cash dividends, except that it may, inter alia, (i) pay up to $
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to its compliance, on a pro forma basis, with (x) a lease-adjusted consolidated leverage ratio not to exceed
Borrowings under the 2018 Credit Agreement (other than any swingline loans) bear interest, at the borrower’s option, at rates based upon either LIBOR or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid. The base rate is calculated as the highest of (a) the federal funds rate plus
The 2018 Credit Agreement contains certain financial covenants. The Company was in compliance with the financial covenants as of March 30, 2022.
At March 30, 2022, $
Maturities
Interest Rate Swap
During the year ended December 25, 2019, the Company entered into a variable-to-fixed interest rate swap agreement with a notional amount of $
The changes in the fair value of the interest rate swap are not included in earnings, but are included in other comprehensive (loss) income (“OCI”). These changes in fair value are subsequently reclassified into net earnings as a component of interest expense as the hedged interest payments are made on the variable rate borrowings.
For the thirteen weeks ended March 30, 2022, the swap was a highly effective cash flow hedge.
As of March 30, 2022, the estimated net gain included in AOCI related to the Company’s cash flow hedge that will be reclassified into earnings in the next 12 months is $
The following table shows the financial statement line item and amount of the Company’s cash flow hedge accounting on the condensed consolidated balance sheets (in thousands):
March 30, 2022 | December 29, 2021 | |||||||||||
| Notional |
| Fair value |
| Notional |
| Fair value | |||||
Other assets - Interest rate swap | $ | | $ | | — | — | ||||||
Other liabilities - Interest rate swap | $ | — | $ | — | $ | | $ | | ||||
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The following table summarizes the effect of the Company’s cash flow hedge accounting on the condensed consolidated statements of income (in thousands):
| March 30, 2022 |
| March 31, 2021 | ||||
Interest expense on hedged portion of debt | $ | | $ | | |||
Interest expense on interest rate swap |
| |
| | |||
Interest expense on debt and derivatives, net | $ | | $ | | |||
The following table summarizes the effect of the Company’s cash flow hedge accounting on AOCI for the thirteen weeks ended March 30, 2022 and March 31, 2021 (in thousands):
Gain (Loss) Reclassified from | |||||||||||||
Net Gain (Loss) Recognized in OCI | AOCI into Interest expense | ||||||||||||
| March 30, 2022 | March 31, 2021 | March 30, 2022 | March 31, 2021 |
| ||||||||
Interest rate swap | $ | | $ | | $ | | $ | | |||||
See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” for information about the fair value of the Company’s derivative asset.
5. OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES
Other accrued expenses and current liabilities consist of the following (in thousands):
| March 30, 2022 |
| December 29, 2021 | |||
Accrued sales and property taxes | $ | | $ | | ||
Gift card liability |
| |
| | ||
Loyalty rewards program liability | | | ||||
Accrued advertising | | | ||||
Accrued legal settlements and professional fees |
| |
| | ||
Deferred franchise and development fees |
| |
| | ||
Other |
| |
| | ||
Total other accrued expenses and current liabilities | $ | | $ | | ||
6. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of the following (in thousands):
| March 30, 2022 |
| December 29, 2021 | |||
Deferred franchise and development fees | $ | | $ | | ||
Derivative liability | — | | ||||
Employer social security tax deferral | — | | ||||
Other |
| |
| | ||
Total other noncurrent liabilities | $ | | $ | | ||
7. COMMITMENTS AND CONTINGENCIES
Legal Matters
On or about February 24, 2014, a former employee filed a class action in the Superior Court of the State of California, County of Orange, under the caption Elliott Olvera, et al v. El Pollo Loco, Inc., et al (Case No. 30-2014-00707367-CU-OE-CXC) on behalf of all putative class members (all hourly employees from 2010 to the present) alleging certain violations of California labor laws, including failure to pay overtime compensation, failure to provide meal periods and rest breaks, and failure to provide itemized wage statements. The parties reached a settlement in principle on January 24, 2019 of all claims brought on behalf of the 32,000+ putative class members in Olvera, as well as all claims for failure to pay overtime compensation, failure to provide meal periods and rest breaks, and failure to provide itemized wage statements brought in the class actions captioned Martha Perez v. El Pollo Loco, Inc. (Los Angeles Superior Court Case
16
No. BC624001), Maria Vega, et al. v. El Pollo Loco, Inc. (Los Angeles Superior Court Case No. BC649719), and Gonzalez v. El Pollo Loco, Inc. (Los Angeles Superior Court Case No. BC712867). The settlement reached in principle in the Olvera, Perez, Vega, and Gonzalez actions resolves all potential claims from April 12, 2010 through April 1, 2019 that El Pollo Loco restaurant employees may have against El Pollo Loco for failure to pay for all compensation owed, failure to pay overtime compensation, failure to provide meal periods and rest breaks and failure to provide itemized wage statements, among other wage and hour related claims. A $16.3 million accrual of an expected settlement amount related to this matter was recorded as of December 26, 2018, and the court formally approved the settlement on January 31, 2020. The settlement payment was made on February 28, 2020. Purported class actions alleging wage and hour violations are commonly filed against California employers. The Company fully expects to have to defend against similar lawsuits in the future.
On or about November 5, 2015, a purported Holdings shareholder filed a derivative complaint on behalf of Holdings in the Court of Chancery of the State of Delaware against certain Holdings officers, directors and Trimaran Pollo Partners, L.L.C., under the caption Armen Galustyan v. Sather, et al. (Case No. 11676-VCL). The derivative complaint alleges that these defendants breached their fiduciary duties to Holdings and were unjustly enriched when they sold shares of Holdings at artificially inflated prices due to alleged misrepresentations and omissions regarding EPL’s comparable store sales in the second quarter of 2015. The Holdings shareholder’s requested remedies include an award of compensatory damages to Holdings, as well as a court order to improve corporate governance by putting forward for stockholder vote certain resolutions for amendments to Holdings’ Bylaws or Certificate of Incorporation. The Holdings shareholder voluntarily dismissed the action on October 7, 2020. A second purported Holdings shareholder filed a derivative complaint on or about September 23, 2016, under the caption Diep v. Sather, CA 12760-VCL in the Delaware Court of Chancery. The Diep action is also purportedly brought on behalf of Holdings, names the same defendants and asserts substantially the same claims on substantially the same alleged facts as does Galustyan. Defendants moved to stay or dismiss the Diep action.
On March 17, 2017, the Delaware court granted in part, and denied in part, the motion to stay the Diep action. The court denied defendants’ motion to dismiss the complaint for failure to state a claim. On January 17, 2018, the court entered an order granting the parties’ stipulation staying all proceedings in the Diep action for five months or until the completion of an investigation of the allegations in the action by a special litigation committee of the Holdings board of directors (the “SLC”). On September 25, 2020, after concluding its investigation, the SLC filed a motion to dismiss the Diep action and filed its investigative report under seal as an exhibit to the motion to dismiss.
On May 21, 2021, while the SLC’s motion to dismiss the Diep action was pending, the Company filed a notice of proposed partial settlement of the Diep action with respect to defendants Kay Bogeajis, Laurance Roberts, Stephen J. Sather, Edward J. Valle, Douglas K. Ammerman, and Samuel N. Borgese (collectively, the “Settling Defendants”). Defendant Trimaran Pollo Partners, LLC (“Trimaran”) was not a party to the settlement. The court approved the settlement of $
On July 30, 2021, the court granted the SLC’s motion to dismiss with respect to the claims asserted against remaining defendant Trimaran. On October 4, 2021, Plaintiffs filed a notice of appeal of the court’s granting of the motion to dismiss against defendant Trimaran. Plaintiff filed its opening brief on December 6, 2021. SLC filed its answering brief on December 20, 2021 and the public version of the brief was filed on January 7, 2022. Plaintiffs filed the reply brief on January 4, 2022. The hearing on the appeal took place on March 30, 2022, and the parties are awaiting a ruling.
The Company is also involved in various other 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.
17
Purchasing 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 2024.
At March 30, 2022, the Company’s total estimated commitment to purchase chicken was $
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
Employment Agreements
As of March 30, 2022, the Company had employment agreements with
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.
8. 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 30, 2022 and March 31, 2021. 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 30, 2022 |
| March 31, 2021 |
| ||||
Numerator: |
|
|
|
| |||
Net income | $ | | $ | | |||
Denominator: |
|
|
|
| |||
Weighted-average shares outstanding—basic |
| |
| | |||
Weighted-average shares outstanding—diluted |
| |
| | |||
Net income per share—basic | $ | | $ | | |||
Net income per share—diluted | $ | | $ | | |||
Anti-dilutive securities not considered in diluted EPS calculation |
| |
| — | |||
18
Below is a reconciliation of basic and diluted share counts:
| Thirteen Weeks Ended |
| |||
March 30, 2022 | March 31, 2021 | ||||
Weighted-average shares outstanding—basic |
| |
| |
|
Dilutive effect of stock options and restricted shares |
| |
| |
|
Weighted-average shares outstanding—diluted |
| |
| |
|
9. RELATED PARTY TRANSACTIONS
Trimaran Pollo Partners, L.L.C. (“LLC”) owns approximately
10. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition
Nature of products and services
The Company has
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
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.
19
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 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 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 plans and help desk services. |
| ● | Discounted renewal option. |
| ● | Hardware services. |
The Company satisfies the performance obligation related to the franchise license over the term of the franchise agreement, which is typically
The sales-based royalty fee and sales-based advertising fee are considered variable consideration and will continue to be 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 allocates a portion of the initial franchise fee to this discounted renewal, on a pro-rata basis, assuming a
The Company purchases hardware, such as scanners, printers, cash registers and tablets, from third party vendors, which it then sells to franchisees. As the Company is considered the principal in this relationship, payment for the hardware is considered revenue, and is received upon transfer of the goods from the Company to the franchisee. As of March 30, 2022, there were
Disaggregated revenue
The following table presents the Company’s revenues disaggregated by revenue source and market (in thousands):
| March 30, |
| March 31, | ||||
| 2022 | 2021 | |||||
Core Market(1): |
|
|
| ||||
Company-operated restaurant revenue | $ | | $ | | |||
Franchise revenue |
| |
| | |||
Franchise advertising fee revenue |
| |
| | |||
Total core market | $ | | $ | | |||
Non-Core Market(2): |
|
|
|
| |||
Company-operated restaurant revenue | $ | | $ | | |||
Franchise revenue |
| |
| | |||
Franchise advertising fee revenue |
| |
| | |||
Total non-core market | $ | | $ | | |||
Total revenue | $ | | $ | |
20
| (1) | Core Market includes markets with existing company-operated restaurants at the time of the Company’s IPO on July 28, 2014. |
| (2) | Non-Core Market includes markets entered into by the Company subsequent to the IPO date. |
The following table presents the Company’s revenues disaggregated by geographic market:
March 30, 2022 |
| March 31, 2021 |
| ||
Greater Los Angeles area market | | % | | % | |
Other markets | | % | | % | |
Total | | % | | % |
Contract balances
The following table provides information about the change in the franchise contract liability balances during the thirteen weeks ended March 30, 2022 and March 31, 2021 (in thousands):
December 29, 2021 | $ | | |
Revenue recognized - beginning balance |
| ( | |
Additional contract liability |
| | |
March 30, 2022 | $ | | |
December 30, 2020 | $ | | |
Revenue recognized - beginning balance |
| ( | |
Additional contract liability |
| | |
March 31, 2021 | $ | |
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 30, 2022 (in thousands):
Franchise revenues: |
|
| |
$ | | ||
| | ||
| | ||
| | ||
| | ||
| | ||
Total | $ | |
21
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 30, | December 29, | |||||
2022 | 2021 | ||||||
Loyalty rewards liability, beginning balance | $ | | $ | | |||
Revenue deferred |
| |
| | |||
Revenue recognized |
| ( |
| ( | |||
Loyalty rewards liability, ending balance | $ | | $ | | |||
The Company expects all loyalty points revenue related to performance obligations unsatisfied as of March 30, 2022 to be recognized within
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 30, | December 29, | ||||
2022 | 2021 | |||||
Gift card liability | $ | | $ | | ||
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):
March 30, | March 31, | |||||
2022 | 2021 | |||||
Revenue recognized from gift card liability balance at the beginning of the year | $ | | $ | | ||
Contract Costs
The Company does not currently incur costs to obtain or fulfill a contract that would be considered contract assets under Topic 606.
11. 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 30, 2022, the Company had
Building and facility leases
The majority of the Company’s building and facilities leases are classified as operating leases; however, the Company currently has
22
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, which 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
During the thirteen weeks ended March 30, 2022, the Company reassessed the lease terms on
The Company also subleases facilities to certain franchisees and other non-related parties which are also considered operating leases. Sublease income also includes contingent rental income based on net revenues. The vast majority of these leases have rights to extend terms via fixed rental increases. However, none of these leases have early termination rights, the right to purchase the premises or any residual value guarantees. The Company does not have any related party leases.
During the thirteen weeks ended March 30, 2022, the Company did
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 term of the lease, excluding any options, and using the total minimum lease payments. The Company
23
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 30, 2022 | March 31, 2021 | ||||||||||||||||
| Property |
| Equipment |
| Property | Equipment | ||||||||||||
Leases | Leases | Total | Leases | Leases | Total | |||||||||||||
Finance lease cost: |
|
|
|
|
|
| ||||||||||||
Amortization of right-of-use assets | $ | | $ | — | $ | | $ | | $ | — | $ | | ||||||
Interest on lease liabilities | | | | | — | | ||||||||||||
Operating lease cost |
| |
| |
| |
| |
| |
| | ||||||
Short-term lease cost |
| — |
| |
| |
| — |
| |
| | ||||||
Variable lease cost |
| |
| |
| |
| |
| |
| | ||||||
Sublease income |
| ( |
| — |
| ( |
| ( |
| — |
| ( | ||||||
Total lease cost | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
The following table presents the Company’s total lease cost on the condensed consolidated statements of income (in thousands):
March 30, 2022 |
| March 31, 2021 | |||||
Lease cost – Occupancy and other operating expenses | $ | | $ | | |||
Lease cost – General & administrative |
| | | ||||
Lease cost – Depreciation and amortization |
| | | ||||
Lease cost – Interest expense |
| | | ||||
Lease cost - Closed-store reserve |
| | | ||||
Total lease cost | $ | | $ | | |||
24
During the thirteen weeks ended March 30, 2022 and March 31, 2021, the Company had the following cash and non-cash activities associated with its leases (dollars in thousands):
March 30, 2022 | March 31, 2021 | |||||||||||||||||
| 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 | $ | | $ | |
| $ | | $ | | $ | | $ | | |||||
Financing cash flows used for finance leases | $ | | $ | |
| $ | | $ | | $ | | $ | | |||||
Non-cash investing and financing activities: |
|
|
|
|
|
| ||||||||||||
Operating lease ROU assets obtained in exchange for lease liabilities: |
|
|
|
|
|
| ||||||||||||
Operating lease ROU assets | $ | | $ | |
| $ | | $ | | $ | — | $ | | |||||
Finance lease ROU assets obtained in exchange for lease liabilities: | ||||||||||||||||||
Finance lease ROU assets | $ | — | $ | | $ | | $ | — | $ | | $ | | ||||||
Derecognition of ROU assets due to terminations, impairment or modifications | $ | — | $ | ( |
| $ | ( | $ | ( | $ | ( | $ | ( | |||||
Other Information |
|
|
|
|
|
| ||||||||||||
Weighted-average remaining years in lease term—finance leases |
|
|
| |||||||||||||||
Weighted-average remaining years in lease term—operating leases |
|
|
| |||||||||||||||
Weighted-average discount rate—finance leases |
| | % |
| | % |
| | % | | % | |||||||
Weighted-average discount rate—operating leases |
| | % |
| | % |
| | % | | % | |||||||
Information regarding the Company’s minimum future lease obligations as of March 30, 2022 is as follows (in thousands):
Finance | Operating Leases | ||||||||
| Minimum |
| Minimum |
| Minimum | ||||
Lease | Lease | Sublease | |||||||
For the Years Ending | Payments | Payments | Income | ||||||
December 28, 2022 | $ | | $ | | $ | | |||
December 27, 2023 |
| |
| |
| | |||
December 25, 2024 |
| |
| |
| | |||
December 31, 2025 |
| |
| |
| | |||
December 30, 2026 |
| |
| |
| | |||
Thereafter |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
Less: imputed interest ( |
| ( |
| ( |
|
| |||
Present value of lease obligations |
| |
| |
|
| |||
Less: current maturities |
| ( |
| ( |
|
| |||
Noncurrent portion | $ | | $ | |
|
| |||
Short-Term Leases
The Company has multiple short-term leases, which have terms of less than 12 months, and thus were excluded from the recognition requirements of Topic 842. The Company has recognized these lease payments in its condensed consolidated statements of income on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments was incurred.
Lessor
The Company is a lessor for certain property, facilities and equipment owned by the Company and leased to others, principally franchisees, under non-cancelable leases with initial terms ranging from to
25
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 $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement Concerning Forward-Looking Statements
This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements because they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those that we expected.
While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of the factors that could cause outcomes to differ materially from our expectations. These factors include, but are not limited to:
| ● | the impacts of the COVID-19 pandemic on our company, our employees, our customers, our partners, our industry and the economy as a whole, as well as our franchisees’ ability to maintain operations in their individual restaurants; |
| ● | our ability to open new restaurants in new and existing markets, including difficulty in finding sites and in negotiating acceptable leases; |
| ● | our ability to compete successfully with other quick-service and fast casual restaurants; |
| ● | vulnerability to changes in consumer preferences and political and economic conditions; |
| ● | our ability to attract, develop and retain employees; |
| ● | 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; |
| ● | the possibility that we may continue to incur significant impairment of certain of our assets, in particular in our new markets; |
| ● | changes in food and supply costs, especially for chicken; |
| ● | social media and negative publicity, whether or not valid, and our ability to respond to and effectively manage the accelerated impact of social media; |
| ● | our ability to continue to expand our digital business, delivery orders and catering; |
| ● | concerns about food safety and quality and about food-borne illness, particularly avian flu; |
| ● | dependence on frequent and timely deliveries of food and supplies and our dependence on a single supplier to distribute substantially all of our products to our restaurants; |
| ● | our ability to service our level of indebtedness; |
| ● | uncertainty related to the success of our marketing programs, new menu items, advertising campaigns and restaurant designs and remodels; |
| ● | our reliance on our franchisees, who may incur financial hardships, lose access to credit, close restaurants, or declare bankruptcy, and our limited control over our franchisees and potential liability for their acts; |
| ● | potential exposure to unexpected costs and losses from our self-insurance programs; |
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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 impact of any failure of our information technology system or any breach of our network security; |
| ● | the impact of any security breaches of confidential customer data or personal information in connection with our electronic process of credit and debit card transactions; |
| ● | our ability to enforce and maintain our trademarks and protect our other proprietary intellectual property; |
| ● | risks related to government regulation and litigation, including employment and labor laws; and |
| ● | other risks set forth in our filings with the SEC from time to time, including under Item 1A, Risk Factors in our annual report on Form 10-K for the year ended December 29, 2021, which filings are available online at www.sec.gov. |
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the ways that we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
Overview
El Pollo Loco is a differentiated and growing restaurant concept that specializes in fire-grilling citrus-marinated chicken and operates in the limited service restaurant (“LSR”) segment. We strive to offer food that integrates the culinary traditions of Mexico with the healthier lifestyle of Los Angeles, a combination that we call “LA-Mex.” Our distinctive menu features our signature product--citrus-marinated fire-grilled chicken--and a variety of Mexican and LA-inspired entrees that we create from our chicken. We serve individual and family-sized chicken meals, a variety of Mexican and LA-inspired entrees, and sides, and, throughout the year, on a limited-time basis, additional proteins like shrimp. Our entrees include favorites such as our Chicken Avocado Burrito, Pollo Fit entrees, chicken tostada salads, and Pollo Bowls. Our famous Creamy Cilantro dressings and salsas are prepared fresh daily, allowing our customers to create their favorite flavor profiles to enhance their culinary experience. Our distinctive menu with better for you and more affordable alternatives appeals to consumers across a wide variety of socio-economic backgrounds and drives our balanced composition of sales throughout the day (our “day-part mix”), including at lunch and dinner.
COVID-19 Impact
While all of our restaurants had dining rooms open as of March 30, 2022, we continue to experience staffing challenges, which resulted in reduced operating hours and service channels at some of our restaurants during the thirteen weeks ended March 30, 2022 and resulted in higher wage inflation, overtime costs and other labor related costs. Further, we experienced inflationary pressures due to supply chain disruptions that resulted in increased commodity prices and impacted our business and results of operations during the thirteen weeks ended March 30, 2022. We expect these pressures to continue during the rest of fiscal 2022. During the thirteen weeks ended March 30, 2022, we incurred $2.3 million in COVID-19 related expenses, primarily due to leaves of absence and overtime pay. During the thirteen ended March 31, 2021, we incurred $2.8 million in COVID-19 related expenses, primarily due to leaves of absence and overtime pay.
Due to the rapid development and fluidity of this situation, we cannot determine the ultimate impact that the COVID-19 pandemic will have on our condensed consolidated financial condition, liquidity, and future results of operations, and therefore any prediction as to the ultimate materiality of the adverse impact on our condensed consolidated financial condition, liquidity, and future results of operations is uncertain.
Growth Strategies and Outlook
As of March 30, 2022, we had 481 locations in six states. In fiscal 2021, we opened two new company-operated restaurants, one in Nevada and one in California, and our franchisees opened two new restaurants, one in Texas and one in Louisiana. For the thirteen weeks ended March 30, 2022, one new company-operated restaurant was opened in Nevada, and two new franchised restaurants were opened in California.
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We plan to continue to expand our business, drive restaurant sales growth, and enhance our competitive positioning, by executing the following strategies:
| ● | develop a people-first culture; |
| ● | differentiate the brand; |
| ● | simplify operations; and |
| ● | accelerate new restaurant development. |
To increase comparable restaurant sales, we plan to increase customer frequency, attract new customers, and improve per-person spend. The success of these growth plans is not guaranteed.
Highlights and Trends
Comparable Restaurant Sales
For the thirteen weeks ended March 30, 2022, system-wide comparable restaurant sales increased by 7.8% from the comparable period in the prior year. For company-operated restaurants, comparable restaurant sales for the thirteen weeks ended March 30, 2022 increased by 2.3%. For company-operated restaurants, the quarter’s change in comparable restaurant sales consisted of an approximately 6.0% increase in average check size and a decrease in transactions of 3.5%. For franchised restaurants, comparable restaurant sales increased 11.5% for the thirteen weeks ended March 30, 2022. Refer to Comparable Restaurant Sales definition in “Key Performance Indicators” section below.
Restaurant Development
Our restaurant counts at the beginning and end of each of the last three fiscal years and the thirteen weeks ended March 30, 2022, were as follows:
| Thirteen Weeks Ended |
| Fiscal Year Ended | |||||
| March 30, 2022 |
| 2021 |
| 2020 |
| 2019 | |
Company-operated restaurant activity: |
|
|
|
| ||||
Beginning of period | 189 | 196 | 195 | 213 | ||||
Openings | 1 | 2 | 1 | 2 | ||||
Restaurant sale to franchisee | — | (8) | — | (16) | ||||
Closures | (2) | (1) | — | (4) | ||||
Restaurants at end of period | 188 | 189 | 196 | 195 | ||||
Franchised restaurant activity: |
|
|
|
| ||||
Beginning of period | 291 | 283 | 287 | 271 | ||||
Openings | 2 | 2 | 3 | 2 | ||||
Restaurant sale to franchisee | — | 8 | — | 16 | ||||
Closures | — | (2) | (7) | (2) | ||||
Restaurants at end of period | 293 | 291 | 283 | 287 | ||||
System-wide restaurant activity: |
|
|
|
| ||||
Beginning of period | 480 | 479 | 482 | 484 | ||||
Openings | 3 | 4 | 4 | 4 | ||||
Closures | (2) | (3) | (7) | (6) | ||||
Restaurants at end of period | 481 | 480 | 479 | 482 | ||||
Restaurant Remodeling
In 2020, we finalized a new restaurant design that we believe will clearly differentiate and communicate our brand, both on the exterior and interior. We believe that our remodels using this new design will result in higher restaurant revenue and a strengthened brand. As of March 30, 2022 we have completed 12 company-operated restaurant remodels and three franchise remodels using the new asset design. In fiscal 2022, we plan to continue our standard practices for remodels, which includes completing a total of 10-15 company and 20-30 franchise remodels using the new design. The cost of our
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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.
Loco Rewards
Our Loco Rewards loyalty program offers rewards that incentivize customers to visit our restaurants more often each month. Customers earn points for each dollar spent and 50 points can be redeemed for a $5 reward to be used for a future purchase. If a customer does not earn or use points within a one-year period, their account is deactivated and all points expire. Additionally, if a reward is not used within six months, it expires. When a customer is part of the rewards program, the obligation to provide future discounts related to points earned is considered a separate performance obligation, to which a portion of the transaction price is allocated. The performance obligation related to loyalty points is deemed to have been satisfied, and the amount deferred in the balance sheet is recognized as revenue, when the points are transferred to a reward and redeemed, the reward or points have expired, or the likelihood of redemption is remote. A portion of the transaction price is allocated to loyalty points on a pro-rata basis, based on stand-alone selling price, as determined by menu pricing and loyalty point’s terms.
In addition, customers can earn additional points and free entrées for a variety of engagement activities. As points are available for redemption past the quarter earned, a portion of the revenue associated with the earned points will be deferred until redemption or expiration. As of March 30, 2022 and December 29, 2021, the revenue allocated to loyalty points that had not been redeemed was $0.6 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 2.9 million loyalty program members as of March 30, 2022.
Critical Accounting Policies and Use of Estimates
The preparation of our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances in making judgments about the carrying value of assets and liabilities that are not readily available from other sources. We evaluate our estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.
Accounting policies are an integral part of our condensed consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. Management believes that our critical accounting policies and estimates involve the most difficult management judgments, due to the sensitivity of the methods and assumptions used. For a summary of our critical accounting policies and a discussion of our use of estimates, see “Critical Accounting Policies and Use of Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 29, 2021.
There have been no material changes to our critical accounting policies or uses of estimates since our annual report on Form 10-K for the year ended December 29, 2021.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” in the Notes to Condensed Consolidated Financial Statements above.
Key Financial Definitions
Revenue
Our revenue is derived from three primary sources: company-operated restaurant revenue, franchise revenue, which is comprised primarily of franchise royalties and, to a lesser extent, franchise fees and sublease rental income, and franchise advertising fee revenue. See Note 10, “Revenue from Contracts with Customers” in the Notes to Condensed Consolidated Financial Statements above for further details regarding our revenue recognition policy.
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Food and Paper Costs
Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of food and paper costs are variable in nature, change with sales volume, are impacted by menu mix, and are subject to increases or decreases in commodity costs.
Labor and Related Expenses
Labor and related expenses include wages, payroll taxes, workers’ compensation expense, benefits, and bonuses paid to our restaurant management teams. Like other expense items, we expect labor costs to grow proportionately as our restaurant revenue grows. Factors that influence labor costs include minimum wage and payroll tax legislation, overtime, the frequency and severity of workers’ compensation claims, health care costs, and the performance of our restaurants.
Occupancy Costs and Other Operating Expenses
Occupancy costs include rent, 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.
General and Administrative Expenses
General and administrative expenses are comprised of expenses associated with corporate and administrative functions that support the development and operations of our restaurants, including compensation and benefits, travel expenses, stock compensation costs, legal and professional fees, and other related corporate costs. Also included are pre-opening costs, and expenses above the restaurant level, including salaries for field management, such as area and regional managers, and franchise field operational support.
Legal Settlements
Legal settlements include expenses such as judgments or settlements related to legal matters, legal claims and class action lawsuits.
Franchise Expenses
Franchise expenses are primarily comprised of rent expenses incurred on properties leased by us and then sublet to franchisees, expenses incurred in support of franchisee information technology systems, and the franchisee’s portion of advertising expenses.
Depreciation and Amortization
Depreciation and amortization primarily consists of the depreciation of property and equipment, including leasehold improvements and equipment.
Loss on Disposal of Assets
Loss on disposal of assets includes the loss on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment.
Impairment and Closed-Store Reserves
We review long-lived assets such as property, equipment, and intangibles on a unit-by-unit basis for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. We determine if there is impairment at the restaurant level by comparing undiscounted future cash flows from the related long-lived assets to their respective carrying values and record an impairment charge when appropriate. In determining future cash flows, significant estimates are made by us with respect to future operating results of each restaurant over its remaining lease term, including sales trends, labor rates, commodity costs and other operating cost assumptions. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset’s carrying amount
30
exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, including our ability to sell or reuse the related assets and market conditions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets and these charges could be material.
When we close a restaurant, we will evaluate the right of use (“ROU”) asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense, in addition to property tax and CAM charges for closed restaurants.
Interest Expense, Net
Interest expense, net, consists primarily of interest on our outstanding debt. Debt issuance costs are amortized at cost over the life of the related debt.
Provision for Income Taxes
Provision for income taxes consists of federal and state taxes on our income.
Comparison of Results of Operations
Our operating results for the thirteen weeks ended March 30, 2022 and March 31, 2021 and 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, are compared in the tables below.
| Thirteen Weeks Ended | ||||||||||||||
March 30, 2022 | March 31, 2021 | Increase / (Decrease) | |||||||||||||
| ($,000) |
| (%) |
| ($,000) |
| (%) |
| ($,000) |
| (%) | ||||
Statements of Income Data | |||||||||||||||
Company-operated restaurant revenue | $ | 93,957 |
| 85.4 | $ | 94,161 |
| 87.4 | $ | (204) |
| (0.2) | |||
Franchise revenue |
| 9,255 |
| 8.4 |
| 7,612 |
| 7.1 |
| 1,643 |
| 21.6 | |||
Franchise advertising fee revenue |
| 6,836 |
| 6.2 |
| 5,948 |
| 5.5 |
| 888 |
| 14.9 | |||
Total revenue |
| 110,048 |
| 100.0 |
| 107,721 |
| 100.0 |
| 2,327 |
| 2.2 | |||
Cost of operations |
|
|
|
|
|
|
|
|
|
|
| ||||
Food and paper costs (1) |
| 27,732 |
| 29.5 |
| 24,391 |
| 25.9 |
| 3,341 |
| 13.7 | |||
Labor and related expenses (1) |
| 32,672 |
| 34.8 |
| 30,732 |
| 32.6 |
| 1,940 |
| 6.3 | |||
Occupancy and other operating expenses (1) |
| 23,845 |
| 25.4 |
| 23,844 |
| 25.3 |
| 1 |
| 0.0 | |||
Company restaurant expenses (1) |
| 84,249 |
| 89.7 |
| 78,967 |
| 83.9 |
| 5,282 |
| 6.7 | |||
General and administrative expenses |
| 9,954 |
| 9.0 |
| 10,474 |
| 9.7 |
| (520) |
| (5.0) | |||
Franchise expenses |
| 8,731 |
| 7.9 |
| 7,751 |
| 7.2 |
| 980 |
| 12.6 | |||
Depreciation and amortization |
| 3,597 |
| 3.3 |
| 3,938 |
| 3.7 |
| (341) |
| (8.7) | |||
Loss on disposal of assets |
| 66 |
| 0.1 |
| 26 |
| 0.0 |
| 40 |
| 153.8 | |||
Impairment and closed-store reserves |
| 131 |
| 0.1 |
| 564 |
| 0.5 |
| (433) |
| (76.8) | |||
Total expenses |
| 106,728 |
| 97.0 |
| 101,720 |
| 94.4 |
| 5,008 |
| 4.9 | |||
Income from operations |
| 3,320 |
| 3.0 |
| 6,001 |
| 5.6 |
| (2,681) |
| (44.7) | |||
Interest expense, net of interest income |
| 430 |
| 0.4 |
| 517 |
| 0.5 |
| (87) |
| (16.8) | |||
Income tax receivable agreement income |
| (130) |
| (0.1) |
| (77) |
| (0.1) |
| (53) |
| 68.8 | |||
Income before provision for income taxes |
| 3,020 |
| 2.7 |
| 5,561 | 5.2 |
| (2,541) |
| (45.7) | ||||
Provision for income taxes |
| 905 |
| 0.8 |
| 1,597 |
| 1.5 |
| (692) |
| (43.3) | |||
Net income | $ | 2,115 |
| 1.9 | $ | 3,964 |
| 3.7 | $ | (1,849) |
| (46.6) | |||
| (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. |
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Company-Operated Restaurant Revenue
For the quarter, company-operated restaurant revenue decreased $0.2 million, or 0.2%, from the comparable period in the prior year. The decrease in company-operated restaurant sales was primarily due to a $2.6 million decrease in revenue from the eight company-operated restaurants sold by the Company to an existing franchisee and a $0.5 million decrease in revenue from the closure of three restaurants, in each case, during or subsequent to the first quarter of 2021. In addition, company-operated restaurant revenue was negatively impacted by a $0.3 million decrease in revenue recognized for our loyalty points program.
This restaurant sales decrease was partially offset by an increase in company-operated comparable restaurant revenue of $2.1 million, or 2.3%. The company-operated comparable restaurant sales increase consisted of an approximately 6.0% increase in average check size, partially offset by a 3.5% decrease in transactions. In addition, company-operated restaurant revenue was favorably impacted by $0.7 million of additional sales from restaurants opened during or after the first quarter of 2021 and a $0.4 million increase in revenue from restaurants that were temporarily closed due to the COVID-19 pandemic during the first quarter of 2021.
Franchise Revenue
For the quarter, franchise revenue increased $1.6 million, or 21.6%, from the comparable period in the prior year. This increase was primarily due to a franchise comparable restaurant sales increase of 11.5% and the opening of four restaurants and eight company-operated restaurants sold by the Company to an existing franchisee, in each case, during or subsequent to the first quarter of 2021. This franchise revenue increase was partially offset by the closure of two franchise locations during or subsequent to the first quarter of 2021.
Franchise Advertising Fee Revenue
For the quarter, franchise advertising fee revenue increased $0.9 million, or 14.9%, from the comparable period in the prior year. As advertising fee revenue is a percentage of franchisees’ revenue, the quarter fluctuations were due to the increases and decreases noted in franchise revenue above.
Food and Paper Costs
For the quarter, food and paper costs increased $3.3 million, or 13.7%, from the comparable period in the prior year, primarily due to a $2.5 million increase in food costs and a $0.8 million increase in paper costs. The increase in food and paper costs for the quarter resulted primarily from sales mix and commodity inflation, partially offset by lower transactions. For the quarter, food and paper costs as a percentage of company-operated restaurant revenue were 29.5%, up from 25.9% in the comparable period of the prior year primarily due to commodity inflation and an investment in new elevated packaging, partially offset by an increase in pricing.
Labor and Related Expenses
For the quarter, labor and related expenses increased $1.9 million, or 6.3%, from the comparable period in the prior year. The increase for the quarter was primarily due to a $1.9 million increase primarily related to minimum wage increases in California during fiscal 2022 and other labor wage increases as a result of competitive pressures, a $0.6 million increase in overtime, a $0.6 million increase in medical and workers compensation expense due to higher claims activity and $0.4 million increase in other labor related expenses.
The increase in labor and related expenses was partially offset by a $1.0 million reduction in labor related to the eight locations sold to an existing franchisee during the prior year and a $0.6 million decrease related to the 3.5% decrease in year-over-year sales transactions.
For the quarter, labor and related expenses as a percentage of company-operated restaurant revenue were 34.8%, up from 32.6% in the comparable period in the prior year due to the cost increases highlighted above, partially offset by the higher prices.
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Occupancy and Other Operating Expenses
For the quarter, occupancy and other operating expenses were consistent with the comparable period of the prior year. For the quarter, occupancy and other operating expenses as a percentage of company-operated restaurant revenue were 25.4% which is consistent with the comparable period in the prior year.
General and Administrative Expenses
For the quarter, general and administrative expenses decreased $0.5 million, or 5.0%, from the comparable period in the prior year. The decrease for the quarter was due to a $0.3 million decrease in legal and professional expenses and a $0.5 million decrease in labor related costs, primarily related to a decrease in estimated management bonus expense. This general and administrative expenses decrease was partially offset by a $0.3 million increase in other general and administrative expenses.
For the quarter, general and administrative expenses as a percentage of total revenue were 9.0%, down from 9.7% in the comparable period of the prior year. The percentage decrease for the quarterly period resulted from higher revenue and the lower expenses noted above.
Impairment and Closed-Store Reserves
During the thirteen weeks ended March 30, 2022, we recorded non-cash impairment charges of $0.1 million, primarily related to the long-lived assets of one restaurant in California. During the thirteen weeks ended March 31, 2021, we recorded non-cash impairment charges of $0.3 million, primarily related to the carrying value of the ROU assets of one restaurant in Texas closed in 2019 and the long-lived assets of three restaurants in California. Given the inherent uncertainty in projecting results for newer restaurants in newer markets, as well as the impact of the COVID-19 pandemic, we are monitoring the recoverability of the carrying value of the assets of several restaurants on an ongoing basis. For these restaurants, if expected performance is not realized, an impairment charge may be recognized in future periods, and such charge could be material.
When a restaurant is closed, we will evaluate the ROU asset for impairment, based on anticipated sublease recoveries. The remaining value of the ROU asset is amortized on a straight-line basis, with the expense recognized in closed-store reserve expense. Additionally, any property tax and CAM payments relating to closed restaurants are included within closed-store expense. During the thirteen weeks ended March 30, 2022, 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 the thirteen weeks ended March 31, 2021, we recognized $0.3 million of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.
Interest Expense, Net
For the quarter, interest expense, net, decreased $0.1 million from the comparable period in the prior year. The decrease is primarily related to lower interest rates and lower outstanding balances on our 2018 Revolver (as defined below).
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 weeks ended March 30, 2022, we recorded income tax receivable agreement income of $0.1 million, and for the thirteen weeks ended March 31, 2021 we recorded income tax receivable agreement income of less than $0.1 million.
Provision for Income Taxes
For the quarter ended March 30, 2022, we recorded an income tax provision of $0.9 million, reflecting an estimated effective tax rate of 30.0%. For the quarter ended March 31, 2021, we recorded an income tax provision of $1.6 million, reflecting an estimated effective tax rate of approximately 28.7%. The difference between the 21.0% statutory rate and our effective tax rate of 30.0% for the quarter ended March 30, 2022 is primarily a result of state taxes, the change in
33
valuation allowance against certain state credits, a tax shortfall related to stock options exercised during the quarter, and non-deductible executive compensation, partially offset by a Work Opportunity Tax Credit benefit.
Key Performance Indicators
To evaluate the performance of our business, we utilize a variety of financial and performance measures. These key measures include company-operated restaurant revenue, system-wide sales, comparable restaurant sales, restaurant contribution, restaurant contribution margin, new restaurant openings, EBITDA, and Adjusted EBITDA.
System-Wide Sales
System-wide sales are neither required by, nor presented in accordance with GAAP. System-wide sales are the sum of company-operated restaurant revenue and sales from franchised restaurants. Our total revenue in our condensed consolidated statements of income is limited to company-operated restaurant revenue and franchise revenue from our franchisees. Accordingly, system-wide sales should not be considered in isolation or as a substitute for our results as reported under GAAP. Management believes that system-wide sales are an important figure for investors, because they are widely used in the restaurant industry, including by our management, to evaluate brand scale and market penetration.
The following table reconciles system-wide sales to company-operated restaurant revenue and total revenue:
Thirteen Weeks Ended | ||||||||
(Dollar amounts in thousands) | March 30, 2022 | March 31, 2021 | ||||||
Company-operated restaurant revenue | $ | 93,957 | $ | 94,161 | ||||
Franchise revenue | 9,255 | 7,612 | ||||||
Franchise advertising fee revenue | 6,836 | 5,948 | ||||||
Total Revenue | 110,048 | 107,721 | ||||||
Franchise revenue | (9,255) | (7,612) | ||||||
Franchise advertising fee revenue | (6,836) | (5,948) | ||||||
Sales from franchised restaurants | 152,577 | 132,965 | ||||||
System-wide sales | $ | 246,534 | $ | 227,126 | ||||
Company-Operated Restaurant Revenue
Company-operated restaurant revenue consists of sales of food and beverages in company-operated restaurants net of promotional allowances, employee meals, and other discounts. Company-operated restaurant revenue in any period is directly influenced by the number of operating weeks in such period, the number of open restaurants, and comparable restaurant sales.
Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically lower in the first and fourth quarters due to reduced January and December traffic and higher in the second and third quarters. As a result of seasonality, our quarterly and annual results of operations and key performance indicators such as company-operated restaurant revenue and comparable restaurant sales may fluctuate. In addition, we expect our quarterly company-operated restaurant revenue and comparable restaurant sales to continue to fluctuate significantly due to the current COVID-19 pandemic.
Comparable Restaurant Sales
Comparable restaurant sales reflect year-over-year sales changes for comparable company-operated, franchised, and system-wide restaurants. A restaurant enters our comparable restaurant base the first full week after it has operated for fifteen months. Comparable restaurant sales exclude restaurants closed during the applicable period. At March 30, 2022 and March 31, 2021, there were 464 and 465 comparable restaurants, 182 and 191 company-operated restaurants and 282 and 274 franchised restaurants, respectively. Comparable restaurant sales indicate the performance of existing restaurants, since new restaurants are excluded.
Comparable restaurant sales growth can be generated by an increase in the number of meals sold and/or by increases in the average check amount, resulting from a shift in menu mix and/or higher prices resulting from new products or price increases.
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Restaurant Contribution and Restaurant Contribution Margin
Restaurant contribution and restaurant contribution margin are neither required by, nor presented in accordance with, GAAP. Restaurant contribution is defined as company-operated restaurant revenue less company restaurant expenses which includes food and paper cost, labor and related expenses and occupancy and other operating expenses, where applicable. Restaurant contribution excludes certain costs, such as general and administrative expenses, depreciation and amortization, impairment and closed-store reserve and other costs that are considered normal operating costs and, accordingly, restaurant contribution is not indicative of overall Company results and does not accrue directly to the benefit of stockholders because of the exclusion of certain corporate-level expenses. Restaurant contribution margin is defined as restaurant contribution as a percentage of net company-operated restaurant revenue.
Restaurant contribution and restaurant contribution margin are supplemental measures of operating performance of our restaurants, and our calculations thereof may not be comparable to those reported by other companies. Restaurant contribution and restaurant contribution margin have limitations as analytical tools, and you should not consider them in isolation, or superior to, or as substitutes for the analysis of our results as reported under GAAP. Management uses restaurant contribution and restaurant contribution margin as key metrics to evaluate the profitability of incremental sales at our restaurants, to evaluate our restaurant performance across periods, and to evaluate our restaurant financial performance compared with our competitors. Management believes that restaurant contribution and restaurant contribution margin are important tools for investors, because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency, and performance. Restaurant contribution and restaurant contribution margin may also assist investors in evaluating our business and performance relative to industry peers and provide greater transparency with respect to our financial condition and results of operation.
A reconciliation of restaurant contribution and restaurant contribution margin to company-operated restaurant revenue is provided below:
Thirteen Weeks Ended |
| |||||||
(Dollar amounts in thousands) | March 30, 2022 |
| March 31, 2021 |
|
| |||
Restaurant contribution: | ||||||||
Income from operations | $ | 3,320 | $ | 6,001 | ||||
Add (less): |
|
| ||||||
General and administrative expenses |
| 9,954 |
| 10,474 | ||||
Franchise expenses |
| 8,731 |
| 7,751 | ||||
Depreciation and amortization |
| 3,597 |
| 3,938 | ||||
Loss on disposal of assets |
| 66 |
| 26 | ||||
Franchise revenue |
| (9,255) |
| (7,612) | ||||
Franchise advertising fee revenue |
| (6,836) |
| (5,948) | ||||
Impairment and closed-store reserves |
| 131 |
| 564 | ||||
Restaurant contribution | $ | 9,708 | $ | 15,194 | ||||
Company-operated restaurant revenue: |
|
|
|
| ||||
Total revenue | $ | 110,048 | $ | 107,721 | ||||
Less: |
|
|
|
| ||||
Franchise revenue |
| (9,255) |
| (7,612) | ||||
Franchise advertising fee revenue |
| (6,836) |
| (5,948) | ||||
Company-operated restaurant revenue | $ | 93,957 | $ | 94,161 | ||||
Restaurant contribution margin (%) |
| 10.3 | % |
| 16.1 | % | ||
New Restaurant Openings
The number of restaurant openings reflects the number of new restaurants opened by us and our franchisees during a particular reporting period. Before a new restaurant opens, we and our franchisees incur pre-opening costs, as described below. New restaurants often open with an initial start-up period of higher than normal sales volumes, which subsequently decrease to stabilized levels. New restaurants typically experience normal inefficiencies in the form of higher food and paper, labor, and other direct operating expenses and, as a result, restaurant contribution margins are
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generally lower during the start-up period of operation. The average start-up period after which our new restaurants’ revenue and expenses normalize is approximately fourteen weeks. When we enter new markets, we may be exposed to start-up times and restaurant contribution margins that are longer and lower than reflected in our average historical experience.
EBITDA and Adjusted EBITDA
EBITDA represents net income before interest expense, provision for income taxes, depreciation, and amortization. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization, and items that we do not consider representative of our on-going operating performance, as identified in the reconciliation table below.
EBITDA and Adjusted EBITDA as presented in this report are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income, or any other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. In addition, in evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses or charges such as those added back to calculate EBITDA and Adjusted EBITDA. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our on-going operations, and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from such non-GAAP financial measures. We further compensate for the limitations in our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently.
We believe that EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or NOLs) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and Adjusted EBITDA because (i) we believe that these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe that investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally for a number of benchmarks, including to compare our performance to that of our competitors.
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The following table sets forth reconciliations of our net income to our EBITDA and Adjusted EBITDA:
| Thirteen Weeks Ended |
| |||||
(Amounts in thousands) |
| March 30, 2022 |
| March 31, 2021 |
| ||
Net income | $ | 2,115 | $ | 3,964 | |||
Non-GAAP adjustments: |
|
| |||||
Provision for income taxes |
| 905 |
| 1,597 | |||
Interest expense, net of interest income |
| 430 |
| 517 | |||
Depreciation and amortization |
| 3,597 |
| 3,938 | |||
EBITDA | $ | 7,047 | $ | 10,016 | |||
Stock-based compensation expense (a) |
| 826 |
| 853 | |||
Loss on disposal of assets (b) |
| 66 |
| 26 | |||
Impairment and closed-store reserves (c) |
| 131 |
| 564 | |||
Income tax receivable agreement income (d) |
| (130) |
| (77) | |||
Securities class action legal expense (e) |
| 437 |
| 364 | |||
Pre-opening costs (f) |
| 107 |
| 163 | |||
Adjusted EBITDA | $ | 8,484 | $ | 11,909 | |||
| (a) | Includes non-cash, stock-based compensation. |
| (b) | Loss on disposal of assets includes the loss on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment. |
| (c) | Includes costs related to impairment of long-lived and ROU assets and closing restaurants. During the thirteen weeks ended March 30, 2022, we recorded non-cash impairment charges of $0.1 million, primarily related to the long-lived assets of one restaurant in California. |
During the thirteen weeks ended March 31, 2021, we recorded non-cash impairment charges of $0.3 million, primarily related to the carrying value of the ROU assets of one restaurant in Texas closed in 2019 and the long-lived assets of three restaurants in California.
During the thirteen weeks ended March 30, 2022, 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 the thirteen weeks ended March 31, 2021, we recognized $0.3 million of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.
| (d) | 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 weeks ended March 30, 2022 and March 31, 2021, income tax receivable agreement income consisted of the amortization of interest expense and changes in estimates for actual tax returns filed, related to our total expected TRA payments. |
| (e) | Consists of costs related to the defense of securities lawsuits. |
| (f) | Pre-opening costs are a component of general and administrative expenses, and consist of costs directly associated with the opening of new restaurants and incurred prior to opening, including management labor costs, staff labor costs during training, food and supplies used during training, marketing costs, and other related pre-opening costs. These are generally incurred over the three to five months prior to opening. Pre-opening costs also include occupancy costs incurred between the date of possession and the opening date for a restaurant. |
Liquidity and Capital Resources
Our primary sources of liquidity and capital resources have been cash provided from operations, cash and cash equivalents, and the 2018 Revolver. Our primary requirements for liquidity and capital are new restaurants, existing restaurant capital investments (remodels and maintenance), legal defense costs, lease obligations, interest payments on our debt, working capital and general corporate needs. Our working capital requirements are not significant, since our customers pay for their purchases in cash or by payment card (credit or debit) at the time of sale. Thus, we are able to sell many of our inventory items before we have to pay our suppliers. Our restaurants do not require significant inventories or receivables. We believe that these sources of liquidity and capital are sufficient to finance our continued operations, including planned capital expenditures, for at least the next 12 months from the issuance of the condensed consolidated financial statements. However, depending on the severity and longevity of the COVID-19 pandemic, the efforts taken to reduce its spread and the possibility of a subsequent resurgence of the COVID-19 outbreak, our financial performance and liquidity could be further impacted and could impact our ability to meet certain financial covenants
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required in our 2018 Credit Agreement (as defined below), specifically the lease-adjusted coverage ratio and fixed-charge coverage ratio.
The following table presents summary cash flow information for the periods indicated.
| Thirteen Weeks Ended |
| |||||
(Amounts in thousands) |
| March 30, 2022 |
| March 31, 2021 |
| ||
Net cash provided by (used in) |
|
| |||||
Operating activities | $ | (2,305) | $ | 7,398 | |||
Investing activities |
| (3,772) |
| (5,257) | |||
Financing activities |
| 1,482 |
| (8,691) | |||
Net increase in cash | $ | (4,595) | $ | (6,550) | |||
Operating Activities
For the thirteen weeks ended March 30, 2022, net cash from operating activities changed by approximately $9.7 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 thirteen weeks ended March 30, 2022, net cash used in investing activities decreased by $1.5 million from the comparable period of the prior year. This decrease was due primarily to opening one new company-operated restaurant and not remodeling any restaurants in the thirteen weeks ended March 30, 2022 compared to opening two new company-operated restaurants and remodeling three restaurants in the thirteen weeks ended March 31, 2021.
Financing Activities
For the thirteen weeks ended March 30, 2022, net cash from financing activities changed by $10.2 million from the comparable period of the prior year. This change was due primarily to a $1.5 million cash inflow increase related to option exercises during the thirteen weeks ended March 30, 2022, compared to a $9.0 million cash outflow related to the pay downs on the 2018 Revolver during the thirteen weeks ended March 31, 2021.
Debt and Other Obligations
The Company, as a guarantor, is a party to a credit agreement (the “2018 Credit Agreement”) among EPL, as borrower, Intermediate, as a guarantor, Bank of America, N.A., as administrative agent, swingline lender, and letter of credit issuer, the lenders party thereto, and the other parties thereto, which provides for a $150.0 million five-year senior secured revolving credit facility (the “2018 Revolver”). The 2018 Revolver, which is available pursuant to the 2018 Credit Agreement, includes a sub limit of $15.0 million for letters of credit and a sub limit of $15.0 million for swingline loans. The 2018 Revolver and 2018 Credit Agreement will mature on July 13, 2023. The obligations under the 2018 Credit Agreement and related loan documents are guaranteed by Holdings and Intermediate. The obligations of Holdings, EPL and Intermediate under the 2018 Credit Agreement and related loan documents are secured by a first priority lien on substantially all of their respective assets.
Under the 2018 Revolver, Holdings may not make certain payments such as cash dividends, except that it may, inter alia, (i) pay up to $1.0 million per year to repurchase or redeem qualified equity interests of Holdings held by 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
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up to $5.0 million in other restricted payments per year, and (e) make other restricted payments, subject to its compliance, on a pro forma basis, with (x) a lease-adjusted consolidated leverage ratio not to exceed 4.25 times and (y) the financial covenants applicable to the 2018 Revolver.
Borrowings under the 2018 Credit Agreement (other than any swingline loans) bear interest, at the borrower’s option, at rates based upon either LIBOR or a base rate, plus, for each rate, a margin determined in accordance with a lease-adjusted consolidated leverage ratio-based pricing grid. The base rate is calculated as the highest of (a) the federal funds rate plus 0.50%, (b) the published Bank of America prime rate, or (c) LIBOR plus 1.00%. For LIBOR loans, the margin is in the range of 1.25% to 2.25%, and for base rate loans the margin is in a range of 0.25% to 1.25%. Borrowings under the 2018 Revolver may be repaid and reborrowed. The interest rate range was 1.35% to 1.70% for the thirteen weeks ended March 30, 2022, and 1.36% to 1.65% for the thirteen weeks ended March 31, 2021.
The 2018 Credit Agreement contains certain financial covenants. We were in compliance with the financial covenants as of March 30, 2022.
At March 30, 2022, $10.0 million of letters of credit and $40.0 million of borrowings were outstanding under the 2018 Revolver. There were $100.0 million remaining borrowings available under the 2018 Revolver at March 30, 2022.
During the year ended December 25, 2019, we entered into an interest rate swap with a notional amount of $40.0 million, related to the outstanding borrowings under our 2018 Revolver. The interest rate swap was designated as a cash flow hedge and effectively converted a portion of our outstanding borrowings to a fixed rate of 1.31%, plus the applicable margin spread, which was 1.5% for the thirteen weeks ended March 30, 2022. The interest rate swap matures in June 2023.
Material Cash Requirements
Our material cash requirements outstanding on March 30, 2022 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 29, 2021. 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) income tax receivable agreement payments, (iv) purchasing commitments for chicken, (v) restaurant finance lease payments, and (vi) capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are exposed to market risk from changes in interest rates on our debt, which bears interest, at USD LIBOR plus a margin between 1.25% and 2.25%. As of March 30, 2022, we had outstanding borrowings of $40.0 million under our 2018 Revolver, $10.0 million of letters of credit in support of our insurance programs, and the applicable margin on outstanding borrowings under 2018 Revolver was 1.5%. In addition, certain tenors of LIBOR were phased out as of December 31, 2021 and the remaining tenors of LIBOR will be phased out as of June 30, 2023. Organizations are currently working on industry wide and company specific transition plans as it relates to financial and other derivative contracts exposed to LIBOR. Prior to LIBOR phasing out, we are likely to enter into an amendment to the 2018 Credit Agreement and we cannot predict what alternative index would be negotiated with our lenders. If future rates based upon a successor rate are higher than LIBOR rates as currently determined or if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash flows. After giving effect to the $40.0 million of interest rate swaps described below, we effectively did not have any long-term debt subject to variations in interest rates as of March 30, 2022 and as such, a one percent increase in the variable rate of interest would not result in a material increase in annual interest expense.
We manage our interest rate risk through normal operating and financing activities and, when determined appropriate, through the use of derivative financial instruments. To balance our portfolio, we entered into an interest rate swap during the year ended December 25, 2019 with a notional amount of $40.0 million, related to the outstanding borrowings under our 2018 Revolver. The interest rate swap was designated as a cash flow hedge and effectively converted a portion of our outstanding borrowings to a fixed rate of 1.31%, plus applicable margin, which was 1.5% for the thirteen weeks ended March 30, 2022. The interest rate swap matures in June 2023.
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Inflation
Inflation has an impact on food, paper, construction, utility, labor and benefits, general and administrative, and other costs, all of which can materially impact our operations. We have a substantial number of hourly employees who are paid wage rates at or based on the applicable federal, state, or local minimum wage, and increases in the minimum wage will increase our labor costs. In general, we have been able to substantially offset cost increases resulting from inflation by increasing menu prices, managing menu mix, improving productivity, or making other adjustments. We may not be able to offset cost increases in the future.
Commodity Price Risk
We are exposed to market price fluctuation in food product prices. Given the historical volatility of certain of our food product prices, including chicken, other proteins, grains, produce, dairy products, and cooking oil, these fluctuations can materially impact our food and beverage costs. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as disease or inclement weather will not cause the prices of the commodities used in our restaurant operations to fluctuate. In periods when the prices of commodities drop, we may pay higher prices under our purchasing commitments. In rapidly fluctuating commodities markets, it may prove difficult for us to adjust our menu prices in accordance with input price fluctuations. Therefore, to the extent that we do not pass along cost increases to our customers, our results of operations may be adversely affected. At this time, we do not use financial instruments to hedge our commodity risk.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our disclosure controls and procedures are based on assumptions about the likelihood of future events, and even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Because of their inherent limitations, we cannot guarantee that our disclosure controls and procedures will succeed in achieving their stated objectives in all cases, that they will be complied with in all cases, or that they will prevent or detect all misstatements.
Our management has evaluated, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of March 30, 2022.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during the quarter ended March 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
For information regarding material legal proceedings, see Note 7, “Commitments and Contingencies—Legal Matters” in the “Notes to Condensed Consolidated Financial Statements” above, which information is incorporated by reference into this Item 1.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 29, 2021 filed with the SEC on March 11, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
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Item 6. Exhibits.
Exhibit Index
Number | Description | Filed Herewith | Form | Period Ended | Exhibit | Filing Date | SEC File Number |
3.1 | Amended and Restated Certificate of Incorporation of El Pollo Loco Holdings, Inc. | 10-Q | 6/25/2014 | 3.1 | 9/5/2014 | 001-36556 | |
3.2 | Amended and Restated By-Laws of El Pollo Loco Holdings, Inc. | 10-Q | 6/25/2014 | 3.2 | 9/5/2014 | 001-36556 | |
31.1 | X | ||||||
32.1 | * | ||||||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | |||||
101.SCH | XBRL Taxonomy Extension Schema Document | X | |||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | |||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | |||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||
104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document | X |
* | Pursuant to Item 601(b)(32)(ii) of Regulation S-K (17 C.F.R. § 229.601(b)(32)(ii)), this certification is deemed furnished, not filed, for purposes of section 18 of the Exchange Act, nor is it otherwise subject to liability under that section. It will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except if the registrant specifically incorporates it by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| El Pollo Loco Holdings, Inc. | |
(Registrant) | ||
Date: May 6, 2022 | /s/ Laurance Roberts | |
Laurance Roberts | ||
Chief Executive Officer, President and Interim Chief Financial Officer | ||
(principal executive officer; principal financial and accounting officer; duly authorized officer) |
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CERTIFICATIONS
I, Laurance Roberts, certify that:
1. I have reviewed this quarterly report on Form 10-Q of El Pollo Loco Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2022
CERTIFICATION
Under 18 U.S.C. section 1350, adopted by section 906 of the Sarbanes-Oxley Act of 2002, in connection with the attached periodic report, the undersigned each certify that (i) the periodic report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.
Date: May 6, 2022