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El Pollo Loco Holdings Inc

For the period ended May 29, 2025. Filed Apr 17, 2025.

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May 29, 2025 · Filed Apr 17, 2025

LOCO$14.88-9.6%Stored close · as of Nov 6, 2026
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Appendix A

Definition of Non-GAAP and other Key Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures that are supplemental measures of the operating performance of our business and restaurants: Restaurant contribution and restaurant contribution margin, EBITDA and adjusted EBITDA. Our calculations of these non-GAAP financial measures may not be comparable to those reported by other companies. These measures have limitations as analytical tools, and are not intended to be considered in isolation or as substitutes for, or superior to, financial measures prepared and presented in accordance with GAAP. We use non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons and to evaluate our restaurants’ financial performance against our competitors’ performance. We believe these measures they provide useful information about our operating results, enhance understanding of past performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. These non-GAAP financial measures may also assist investors in evaluating our business and performance relative to industry peers and provide greater transparency with respect to the Company’s financial condition and results of operation.

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 transactions and higher in the second and third quarters. As a result of seasonality, our quarterly and annual results of operations and key performance indicators such as company-operated restaurant revenue may fluctuate.

Comparable restaurant sales reflect the change in year-over-year sales for the comparable company, franchised and total system restaurant base. The comparable restaurant base is defined to include those restaurants open for 15 months or longer and excludes restaurants that were closed during the applicable period. At December 25, 2024, there were 479 comparable restaurants, 168 company-operated and 311 franchised. Because other companies may calculate this measure differently than we do, comparable restaurant sales as presented herein may not be comparable to similarly titled measures reported by other companies. Management believes that comparable restaurant sales is a valuable metric for investors to evaluate the performance of our store base, excluding the impact of new stores and closed stores.

Restaurant contribution andrestaurant 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 costs, labor and related expenses, and occupancy and other operating expenses. Restaurant contribution therefore excludes franchise revenue, franchise advertising fee revenue and franchise expenses as well as certain other costs, such as general and administrative expenses, franchise expenses, depreciation and amortization, asset impairment and closed-store reserves, loss on disposal of assets and other costs that are considered corporate-level expenses and are not considered normal operating costs of our restaurants. Accordingly, restaurant contribution is not indicative of overall Company results and does not accrue directly to the benefit of shareholders 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. Additionally, because other companies may calculate these measures differently than we do, restaurant contribution and restaurant contribution margin as presented herein may not be comparable to similarly titled measures reported by other companies. Management uses restaurant contribution and restaurant contribution margin as a supplemental measure of restaurant performance. Management believes restaurant level operating margin is useful to investors to highlight trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures.

EBITDA andadjusted EBITDA are neither required by, nor presented in accordance with, GAAP. EBITDA represents net income before interest expense, provision for income taxes, depreciation, and amortization, and adjusted EBITDA represents EBITDA before items that we do not consider representative of our underlying operating performance, as identified in the reconciliation table below. Because other companies may calculate these measures differently than we do, EBITDA and adjusted EBITDA as presented herein may not be comparable to similarly titled measures reported by other companies. Management uses EBITDA and adjusted EBITDA as supplemental measures of our operating performance. Management believes these measures provide useful information to investors about our operational performance by highlighting trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures and enabling investors to more effectively compare the Company’s performance to prior and future periods.

The following table sets forth reconciliations of our net income to EBITDA and Adjusted EBITDA:

​​​​​​​​​​
​Fiscal Year
(Amounts in thousands) · 2024(52-Weeks) · 2023(52-Weeks) · 2022(52-Weeks)
Net income​$25,684​$25,554​$20,801
Non-GAAP adjustments:​​​​​​​​
Provision for income taxes​9,605​​9,324​​8,078
Interest expense, net of interest income​5,899​​4,811​​1,677
Depreciation and amortization​15,717​​15,235​​14,418
EBITDA​$56,905​$54,924​$44,974
Stock-based compensation expense (a)​3,931​3,337​3,491
Loss on disposal of assets (b)​221​192​165
Impairment and closed-store reserves (c)​​175​​1,732​​752
Loss (gain) on disposition of restaurants (d)​7​(5,034)​(848)
Legal settlements (e)​—​—​(541)
Income tax receivable agreement (income) expenses (f)​(20)​103​(436)
Securities class action legal expense (g)​—​—​443
Special other expenses (h)​​—​​266​​350
Shareholder advisory fees (i)​​—​​293​​—
Gain on recovery of insurance proceeds (j)​​(41)​​(399)​​—
Executive transition costs (k)​​643​​618​​—
Restructuring charges (l)​​551​​1,055​​—
Pre-opening costs (m)​​336​​269​​326
Adjusted EBITDA​$62,708​$57,356​$48,676
(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 property and equipment and ROU assets and closing restaurants. During fiscal 2024, we recorded non-cash impairment charges of $0.1 million, primarily related to the property and equipment assets of two restaurants in Nevada. During fiscal 2024, we recognized $0.1 million of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.

In fiscal 2023, we recorded non-cash impairment charges of $1.5 million for the year ended December 27, 2023, primarily related to the property and equipment assets of one restaurant in Nevada andthe carrying value of the ROU assets of one restaurant in California. During fiscal 2023, we recognized $0.2 million of closed-store reserve expense, primarily related to the amortization of ROU assets, property taxes and CAM payments for our closed locations.

In fiscal 2022, we recorded non-cash impairment charges of $0.5 million for the year ended December 28, 2022, primarily related to the carrying value of the ROU assets of one restaurant in California that closed in 2021 and the property and equipment assets of two restaurants in California. During fiscal 2022, 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)During fiscal 2024, we completed the sale of one restaurant within California to an existing franchisee due to an expiring lease term on April 30, 2024. This sale resulted in cash proceeds of $0.1 million and a net loss on sale of restaurant of less than $0.1 million for the year-ended December 25, 2024. During fiscal 2023, we completed the sale of 18 company-operated restaurants within California, Utah and Texas to existing franchisees. These sales during 2023 resulted in cash proceeds of $7.7 million and a net gain on sale of restaurants of $5.0 million for the year ended December 27, 2023. During fiscal 2022, we completed the sale of three company-operated restaurants within the Orange County area to an existing franchisee. This sale during 2022 resulted in cash proceeds of $1.0 million and a net gain on sale of restaurants of $0.8 million for the year ended December 28, 2022.
(e)Includes $0.5 million received from legal settlements, net of legal expenses.
(f)On July 30, 2014, we entered into the TRA. This agreement calls for us to pay to our pre-IPO stockholders 85% of the savings in cash that we realize in our taxes as a result of utilizing our net operating losses and other tax attributes attributable to preceding periods. For the years ended December 25, 2024, December 27, 2023, and December 28, 2022, income tax receivable agreement (income) expense consisted of the amortization of interest expense and changes in estimates for actual tax returns filed, related to our total expected TRA payments. On May 29, 2024, we terminated most of the obligations under the TRA, with respect to any payments or obligations owed to the Sellers thereunder in exchange for a payment to the Sellers of $0.4 million. As of December 25, 2024, there was no remaining obligations owed on our consolidated balance sheets.
(g)Consists of costs related to the defense of securities lawsuits.
(h)Consists of (1) $0.2 million in legal costs related to the share distribution by Trimaran Group of substantially all shares of our common stock held by Trimaran Group to its investors, members and limited partners, which occurred on March 28, 2023, and (2) $0.1 million and $0.4 million, respectively, in costs related to a special dividend declaration which was paid on November 9, 2022, to stockholders of record, including holders of restricted stock for fiscal 2023 and 2022.
(i)Consists of advisory fees pertaining to a Shareholder Rights Agreement adopted in connection with a shareholder’s accumulation of a significant amount of shares of our common stock. Refer to Note 16, “Shareholder Rights Agreement” for further details on the Shareholder Rights Agreement.
(j)During fiscal 2022, one of our restaurants incurred damage resulting from a fire. In fiscal 2023, we incurred costs directly related to the fire of less than $0.1 million. We received $0.5 million in cash, net of the insurance deductible, from the insurance company during fiscal 2023, for which we recognized gains of $0.2 million, related to the reimbursement of property and equipment and expenses incurred and $0.3 million related to the reimbursement of lost profits. In fiscal 2024, the Company recognized gains of less than $0.1 million related to the reimbursement of property and equipment and expenses. The gain on recovery of insurance proceeds for the reimbursement of property and equipment and expenses and the reimbursement of lost profits, net of the related costs is included in the accompanying consolidated statements of income, for the year ended December 27, 2023, as a reduction of company restaurant expenses.
(k)Includes costs associated with the transition of our former CEO, such as severance, executive recruiting costs and stock-based compensation costs.
(l)On March 8, 2024, we made the decision to eliminate and restructure certain positions in the organization, which resulted in one-time costs of approximately $0.6 million. On April 13, 2023, we made the decision to eliminate and restructure certain positions in the organization, which resulted in one-time costs of approximately $1.1 million.
(m)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.

A reconciliation of restaurant contribution and restaurant contribution margin to company-operated restaurant revenue is provided below:

​​​​​​​​​​​​
​Fiscal Year
(Dollar amounts in thousands) · 2024(52-Weeks) · 2023(52-Weeks) · 2022(52-Weeks)
​​​​​​​​​​​​
Restaurant contribution:​​​​​​​​​​​
Income from operations​​$41,168​$39,792​$30,120​
Add (less):​​​​​
General and administrative expenses​​46,270​42,025​39,093​
Franchise expenses​​42,307​38,404​36,169​
Depreciation and amortization​​15,717​15,235​14,418​
Loss on disposal of assets​​221​192​165​
Gain on recovery of insurance proceeds, property, equipment and expenses​​​(41)​​(247)​​—​
Franchise revenue​​(45,561)​(41,002)​(38,225)​
Franchise advertising fee revenue​​(31,187)​(29,225)​(28,516)​
Impairment and closed-store reserves​​175​1,732​752​
Loss (gain) on disposition of restaurants​​7​(5,034)​(848)​
Restaurant contribution​​$69,076​$61,872​$53,128​
​​​​​​​​​​​​
Company-operated restaurant revenue:​​​​​
Total revenue​​$473,008​$468,664​$469,959​
Less:​​​​​
Franchise revenue​​(45,561)​(41,002)​(38,225)​
Franchise advertising fee revenue​​(31,187)​(29,225)​(28,516)​
Company-operated restaurant revenue​​$396,260​$398,437​$403,218​
​​​​​​​​​​​​
Restaurant contribution margin (%)​​17.4%15.5%13.2%

(a)

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