UNITED STATES
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CURRENT REPORT
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Item 8.01 Other Events
On October 11, 2022, El Pollo Loco Holdings, Inc. (the “Company”) announced that its Board of Directors declared a special dividend of $1.50 per share on the common stock, par value $0.01 per share, of the Company (the “Common Stock”). The special dividend is payable on November 9, 2022, to stockholders of record, including holders of restricted stock and restricted stock units, at the close of business on October 24, 2022. Outstanding stock options will be adjusted in accordance with the underlying equity plans and awards to reduce the applicable exercise price by the amount of the per share dividend.
In addition, on October 11, 2022, the Company announced that its Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $20,000,000 of shares of the Company’s Common Stock.
Shares may be repurchased from time to time on the open market, in block trades, or in privately negotiated transactions. The amount and timing of any shares repurchased under the program will be determined at the discretion of management and will depend on a number of factors, including the market price of the Company’s stock, trading volume, general market and economic conditions, the Company’s capital position, legal requirements, and other factors. The Company may also from time to time establish one or more plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The repurchase program does not obligate the Company to acquire any particular number of shares, and the repurchase program may be modified, suspended or discontinued at any time.
A copy of the press release announcing the special dividend and share repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements discuss, among other things, the Company’s current expectations, intentions or beliefs relating to the Company’s 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 business, operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those that the Company expected. While the Company believes that its assumptions are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and it is impossible for the Company to anticipate all factors that could affect its 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 Current Report on Form 8-K in the context of the risks and uncertainties that could cause outcomes to differ materially from the Company’s expectations. These factors include, but are not limited to, factors that may impact the Company’s financial results and performance generally, including the impact of the COVID-19 pandemic on the Company, its employees, its customers, its partners, its industry and the economy as a whole, as well as the Company’s franchisees’ ability to maintain operations in their individual restaurants; the Company’s ability to open new restaurants in existing and new markets and to expand the Company’s franchise system, including difficulty in finding sites and in negotiating acceptable leases; the Company’s ability to compete successfully with other quick-service and fast casual restaurants; vulnerability to changes in consumer preferences and economic conditions; political and social factors, including regarding trade, immigration and customer preferences; vulnerability to conditions in the greater Los Angeles area; vulnerability to natural disasters given the geographic concentration and real estate intensive nature of the Company’s business; changes to food and supply costs, especially for chicken; social media and negative publicity, whether or not valid, and the Company’s ability to respond to an effectively manage the accelerated impact of social media; the Company’s ability to continue to expand its digital business, delivery orders and catering; and other risks set forth in the Company’s filings with the Securities and
Exchange Commission from time to time, including under Item 1A, Risk Factors in the Company’s annual report on Form 10-K for the year ended December 29, 2021, which filings are available online at www.sec.gov. The Company cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, the Company cannot assure you that it will realize the results or developments it expects or anticipates or, even if substantially realized, that they will result in the consequences the Company anticipates or affects the Company or its operations in the ways that the Company expects. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. The Company undertakes 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 the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements. The Company qualifies all of its forward-looking statements by these cautionary statements.
Item 9.01 Financial Statements and Exhibits.
Exhibit |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
El Pollo Loco Holdings, Inc. | |||
Date: October 11, 2022 | By: | /s/ Anne E. Jollay | |
Name: | Anne E. Jollay | ||
Title: | Corporate Secretary | ||
XBRL-Only Content Section
Exhibit 99.1
El Pollo Loco Board Of Directors Declares Special Dividend of $1.50 Per Share and Approves 20 Million Share Repurchase Program
COSTA MESA, Calif., October 11, 2022 (GLOBE NEWSWIRE) -- El Pollo Loco, Inc. (“El Pollo Loco” or “the Company”) (Nasdaq: LOCO), the nation’s leading fire-grilled chicken restaurant chain, today announced that the Board of Directors declared a special dividend of $1.50 per share on the common stock of the Company (“shares”). The special dividend is payable on November 9, 2022 to shareholders of record at the close of business on October 24, 2022.
Additionally, the Board of Directors has approved a new share repurchase program with authorization to purchase up to $20,000,000 of shares. The share repurchase program is effective immediately.
Michael Maselli, Chairman of the Company board of directors, commented, “This announcement underscores our Board’s confidence in our business and its dedication to stockholder value creation. Despite the challenges over the last couple of years we have continued to build our balance sheet and believe it is time to once again return capital to our shareholders reflecting our low leverage, asset light growth strategy and anticipated positive cash flow in the coming years. Based on these factors we are in a good position to declare this special dividend and initiate this buyback program.”
Shares may be repurchased from time to time on the open market, in block trades, or in privately negotiated transactions. The amount and timing of any shares repurchased under the program will be determined at the discretion of management and will depend on a number of factors, including the market price of the company’s stock, trading volume, general market and economic conditions, legal requirements, and other factors. The repurchase program will terminate on March 28, 2024, may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.
About El Pollo Loco
El Pollo Loco (Nasdaq:LOCO) is the nation’s leading fire-grilled chicken restaurant chain renowned for its masterfully citrus-marinated, fire-grilled chicken and handcrafted entrees using fresh ingredients inspired by Mexican recipes. With over 480 company-owned and franchised
restaurants in Arizona, California, Nevada, Texas, Utah and Louisiana, El Pollo Loco is expanding its presence in key markets through a combination of company and existing and new franchisee development. Visit us on our website at ElPolloLoco.com.
MEDIA CONTACT:
Rosie Herzog
Edible
EPLMedia@Edible-Inc.com
INVESTOR CONTACT:
Fitzhugh Taylor
ICR
Fitzhugh.taylor@icrinc.com
714-599-5200
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements discuss, among other things, our current expectations, intentions or beliefs 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 business, operating or financial performance or other events. 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 press release in the context of the risks and uncertainties that could cause outcomes to differ materially from our expectations. These factors include, but are not limited to, factors that may impact our financial results and performance generally, including the impact 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 existing and new markets and to expand our franchise system, including difficulty in finding sites and in negotiating acceptable leases; our ability to compete successfully with other quick-service and fast casual restaurants; vulnerability to changes in consumer preferences and economic conditions; political and social factors, including regarding trade, immigration and customer preferences; vulnerability to conditions in the greater Los Angeles area; vulnerability to natural disasters given the geographic concentration and real estate intensive nature of our business; changes to food and supply costs, especially for chicken; social media and negative publicity, whether or not valid, and our ability to respond to an effectively manage the accelerated impact of social media; our ability to continue to expand our digital business, delivery orders and catering; and other risks set forth in our filings with the Securities and Exchange Commission 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 press release 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.