Long-Term Debt

12 Months Ended

Dec. 29, 2021

Debt Disclosure [Abstract]

Long-Term Debt

6. 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 $150.0 million five-year senior

secured revolving credit facility (the “2018 Revolver”). The 2018 Revolver includes a sub limit of $15.0 million for letters of credit and a sub limit of $15.0 million for swingline loans. The obligations under the 2018 Credit Agreement and related loan documents are guaranteed by the Company and Intermediate. The obligations of the Company, 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 past or present officers, directors, or employees (or their estates) of the Company upon death, disability, or termination of employment, (ii) pay under its TRA, and (iii) so long as no default or event of default has occurred and is continuing, (a) make non-cash repurchases of equity interests in connection with the exercise of stock options by directors, officers and management, provided that those equity interests represent a portion of the consideration of the exercise price of those stock options, (b) pay up to $0.5 million in any 12 month consecutive period to redeem, repurchase or otherwise acquire equity interests of any subsidiary that is not a wholly-owned subsidiary from any holder of equity interest in such subsidiary, (c) pay up to $2.5 million per year pursuant to stock option plans, employment agreements, or incentive plans, (d) make up to $5.0 million in other restricted payments per year, and (e) make other restricted payments, subject to its compliance, on a pro forma basis, with (x) a lease-adjusted consolidated leverage ratio not to exceed 4.25 times and (y) the financial covenants applicable to the 2018 Revolver.

Borrowings under the 2018 Revolver (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 the range of 0.25% to 1.25%. For borrowings under the 2018 Revolver during fiscal 2021, the interest rate range was 1.3% to 1.6%. For borrowings under the 2018 Revolver during fiscal 2020, the interest rate range was 1.6% to 3.3%. The interest rate under the 2018 Revolver was 1.4% at December 29, 2021 and 1.6% under the 2018 Revolver at December 30, 2020. For the year ended December 29, 2021, the Company had interest expense of $1.2 million under the 2018 Revolver. For the year ended December 30, 2020, the Company had interest expense of $2.7 million under the 2018 Revolver, and for the year ended December 25, 2019, the Company had interest expense of $3.1 million under the 2018 and 2014 Revolver.

The 2018 Credit Agreement contains certain financial covenants. The Company was in compliance with all such covenants at December 29, 2021. However, depending on the severity and longevity of the COVID-19 pandemic and the extent and duration of any economic downturn, the Company’s financial performance and liquidity could be further impacted and could impact the Company’s ability to comply with certain financial covenants required in the 2018 Credit Agreement, specifically the lease-adjusted coverage ratio and fixed-charge coverage ratio.

At December 29, 2021, $10.0 million of letters of credit and $40.0 million of borrowings were outstanding under the 2018 Revolver. The amount available under the 2018 Revolver was $100.0 million at December 29, 2021. At December 30, 2020, $8.4 million of letters of credit and $62.8 million of borrowings were outstanding under the 2018 Revolver. The amount available under the 2018 Revolver was $78.8 million at December 30, 2020.

Maturities

The 2018 Revolver and 2018 Credit Agreement will mature on July 13, 2023. During the year ended December 29, 2021, the Company elected to pay down $22.8 million on its 2018 Revolver. During the year ended December 30, 2020, the Company paid down $34.2 million, net of borrowings of $59.5 million on its 2018 Revolver. There are no required principal payments prior to maturity for the 2018 Revolver.

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 $40.0 million that matures in June 2023. The objective of the interest rate swap is to reduce the Company’s exposure to interest rate risk for a portion of its variable-rate interest payments on its borrowings under the 2018 Revolver. Under the terms of the swap agreement, the variable LIBOR-based component of interest payments

was converted to a fixed rate of 1.31%, plus applicable margin, which was 1.5% for the year ended December 29, 2021. The interest rate swap was designated as a cash flow hedge, as the changes in the future cash flows of the swap were expected to offset changes in expected future interest payments on the related variable-rate debt, in accordance with ASC 815 “Derivatives and Hedging.”

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 year ended December 29, 2021 and December 30, 2020, the swap was a highly effective cash flow hedge.

As of December 29, 2021, 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 $0.6 million, based on current LIBOR interest rates.

The following table shows the financial statement line item and amount of the Company’s cash flow hedge accounting on the consolidated balance sheet (in thousands):

	December 29, 2021				December 30, 2020
	Notional		Fair value		Notional		Fair value
Other liabilities - Interest rate swap	$	40,000	$	396	$	40,000	$	1,139

The following table summarizes the effect of the Company’s cash flow hedge accounting on the consolidated statements of income (in thousands):

	December 29, 2021		December 30, 2020		December 25, 2019
Interest expense on hedged portion of debt	$	568	$	979	$	461
Interest expense on interest rate swap		486		278		(84)
Interest expense on debt and derivatives, net	$	1,054	$	1,257	$	377

The following table summarizes the effect of the Company’s cash flow hedge accounting on AOCI for the years ended December 29, 2021, December 30, 2020 and December 25, 2019 (in thousands):

							Gain (Loss) Reclassified from
	Net Gain (Loss) Recognized in OCI						AOCI into Interest expense
	December 29, 2021		December 30, 2020		December 25, 2019		December 29, 2021		December 30, 2020		December 25, 2019
Interest rate swap	$	257	$	(1,762)	$	430	$	486	$	278	$	(84)

See Note 2 “Summary of Significant Accounting Policies” for the fair value of the Company’s derivative asset.