# GEN Restaurant Group, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [GEN Restaurant Group, Inc.](/companies/genk.md) (CIK 1891856)
- Form: 10-Q
- Filed: 2025-08-06
- Accepted by EDGAR: Aug 6, 2025, 20:15 ET
- Period: 2025-06-30
- Accession: 0000950170-25-104061
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1891856/000095017025104061/genk-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1891856/000095017025104061/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $55.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $112.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$1.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$4.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | −$116.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | −$268.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$261.0k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$562.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.05 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.11 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.05 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.11 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 5,132,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 5,073,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $5.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $16.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $157.0k | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $200.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $9.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $16.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $246.3m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $37.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $203.8m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $4.9m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $2.9m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-06-30 | $41.0m | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 52,449 characters.

*The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of GEN Restaurant Group, Inc., included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with the audited consolidated financial statements and related notes, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). The terms “we”, “our”, and “us” as used herein refer to the Operating Company and its consolidated subsidiaries prior to the IPO and related transactions described in this Form 10-Q and to GEN Restaurant Group, Inc. and its consolidated subsidiaries, including the Operating Company, following the IPO and related transactions.*

*This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. All statements other than statements of historical fact contained in this Quarterly Report, including, without limitation, statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the Annual Report, and in our subsequent filings with the SEC, which are available on the SEC's website at www.sec.gov. The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect future events or circumstances, new information, or the occurrence of unanticipated events, except as required by law.*

### Overview

GEN Restaurant Group is an Asian casual dining restaurant concept that offers an extensive menu of traditional Korean and Korean-American food, including high-quality meats, poultry, and seafood, all at a superior value. Founded in 2011 by two Korean immigrants, since the opening of our first restaurant in September 2011 we have grown to 52 company-owned restaurants located in California, Arizona, Hawaii, Nevada, Texas, New York, New Jersey, Oregon, Washington, Florida, North Carolina, and South Korea. Our restaurants have modern décor, lively Korean pop music playing in the background and embedded grills in the center of each table. We believe we offer our customers a unique dining experience in which guests cook the majority of the food themselves, reducing the need for chefs and servers and providing a similar customer experience across our restaurants.

We expect to continue growing our number of restaurants in the future. In 2022, our new restaurants generated average Payback Periods of approximately 1.9 years, which equates to an average ROI of over 50%. For the restaurants opened in 2024, the average Payback Periods was 2.3 years, which equates to an average ROI of approximately 45%. Going forward we are targeting for our new restaurant units a Payback Period of less than 3 year, which equates to an ROI of 33% to 40%. Restaurants range in size from 4.7 thousand to 12 thousand square feet and are typically located in high-activity commercial areas.

### Business Trends

During the first half of 2025, we opened seven restaurants in Orlando, FL, Edison, NJ, San Antonio, TX, Cary, NC and two in Austin, TX, and one in South Korea, plus two new restaurants in July located in Waco, TX and El Paso, TX, expanding total store count to 52. In addition we have seven restaurants under development which we expect to complete construction by the end of 2025.

### Recent Events Concerning Our Financial Position

On September 29, 2023, the Company entered into a loan agreement for a $20.0 million line of credit with PCB Bank. The line of credit matures on September 25, 2025, and bears interest at a variable rate per annum equal to 7.75% as of June 30, 2025. No amounts are outstanding under the line of credit as of June 30, 2025.

On April 25, 2025, the Company entered into a loan agreement for a $2.0 million loan with PCB Bank. The loan matures on April 25, 2027, and bears interest at a variable interest rate per annum equal to 7.75% as of June 30, 2025. The Company makes quarterly payments in the amount of $250,000, in addition to monthly interest payments. The balance as of June 30, 2025 was $1.8 million.

We assessed our long-lived assets for potential impairment each quarter with the result that no impairment charges were recorded in any of the periods presented.

### Key Performance Indicators

In assessing the performance of our business, we consider a variety of financial and performance measures. The key measures for determining how our business is performing include Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA, Restaurant-Level Adjusted EBITDA Margin, Adjusted net (loss) income, Adjusted net (loss) income attributable to Class A common stock per share (“EPS”), Average Unit Volumes, comparable restaurant sales growth, the number of restaurant openings and revenue per square foot.

### Net Income Margin

Net Income Margin is net income measured under accounting principles generally accepted in the United States of America (“GAAP”) divided by revenue.

### Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents net income excluding interest expense, net, income taxes, depreciation and amortization, stock-based compensation, employee retention credits, litigation accruals, non-cash lease expense, non-cash lease expense related to pre-opening costs and gain on remeasurement of previously held interest. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. For a discussion of why we consider these measures to be useful and their material risks and limitations, see “*Non-GAAP Financial Measures.”*

### Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin

Restaurant-Level Adjusted EBITDA is Income from operations plus adjustments to add-back the following expenses: depreciation and amortization, pre-opening costs, general and administrative expenses, and non-cash lease expense. Restaurant-Level Adjusted EBITDA Margin is the calculation of Restaurant-Level Adjusted EBITDA divided by revenue. For a discussion of why we consider these measures to be useful and their material risks and limitations, see “*Non-GAAP Financial Measures.”*

### Adjusted Net Income and Adjusted EPS

Adjusted Net Income represents net (loss) income, adjusted for pre-opening costs, gain on remeasurement of previously held interest and stock-based compensation, and the related tax impact of the adjustments. Adjusted net income per share is defined as adjusted net income divided by the weighted-average number of shares of Class A common stock outstanding for the applicable period.

### Average Unit Volume

“Average Unit Volume” (“AUV”) means the average annual restaurant sales for all restaurants open for a full 18 months before the end of the period measured. AUV is calculated by dividing annual revenue for the year presented for all such restaurants by the total number of restaurants in that base. This measurement allows management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.

The following table shows the AUV for the twelve months ended June 30, 2025 and June 30, 2024:

*(in thousands)*

|  | Twelve Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Average Unit Volume | $5,342 | $5,706 |

### Comparable Restaurant Sales Change

Comparable restaurant sales change refers to the change in year-over-year sales for the comparable restaurant base. We include restaurants in the comparable restaurant base that have been in operation for at least 18 full months prior to the accounting period presented. Once a restaurant has been open 18 full months, it must have had continuous operations during both the current period and the prior year period being measured to remain a comparable restaurant. If operations were to be substantially impacted by unusual events that closed the location or significantly changed its capacity, that location is excluded from the comparable sales calculation until it has been operating continuously under normal conditions for both the current period and the prior year comparison period. Since opening new restaurants is expected to be a significant component of our sales change, comparable restaurant sales change is only one measure of how we evaluate our performance.

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Comparable restaurant sales change (%) | (7.2)% | (5.6)% | (4.4)% | (3.8)% |
| Comparable restaurant base | 36 | 33 | 36 | 33 |

### Number of Restaurant Openings

The number of restaurant openings reflects the number of restaurants opened during a particular reporting period. Before we open new restaurants, we incur pre-opening costs. New restaurants may not be profitable, and their sales performance may not follow historical patterns. The number and timing of restaurant openings has had, and is expected to continue to have, an impact on our results of operations. The following table shows the change in our restaurant base for the three and six months ended June 30, 2025 and 2024:

| Restaurant activity | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Beginning of period | 49 | 39 | 43 | 37 |
| Openings | 1 | 1 | 7 | 3 |
| Closings | — | — | — | — |
| End of period | 50 | 40 | 50 | 40 |

### Revenue Per Square Foot

Revenue per square foot means the restaurant sales for all restaurants opened a full 18 months before the end of the 18 month period measured divided by the average square footage of such restaurants. This measurement allows management to assess the effectiveness of our approach to real estate selection and the overall performance of our restaurant base. The following table shows the revenue per square foot for the twelve months ended June 30, 2025 and June 30, 2024:

|  | Twelve Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Revenue per square foot | $797 | $841 |

### Components of Results of Operations

***Revenues.*** Revenues represent sales of food and beverages in restaurants and, to a minor extent, through our online portal. Restaurant revenues in a given period are directly impacted by the number of restaurants we operate, menu pricing, the number of customers visiting and comparable restaurant sales change. Revenue also includes gift card revenue earned.

***Food costs.*** Food costs are variable in nature, change with sales volume and are influenced by menu mix and subject to increases or decreases based upon fluctuations in commodity costs. Another important factor causing fluctuations in food costs includes restaurant management of food waste. Food costs are a substantial expense and are expected to grow proportionally as our sales grow.

***Payroll and benefits.*** Payroll and benefits include all restaurant-level management and hourly labor costs, including wages, employee benefits and payroll taxes. Similar to the food costs that we incur, labor and related expenses at our restaurants are expected to grow proportionally as our sales grow. Factors that influence fluctuations in our labor and related expenses include the volume of sales at our restaurants, minimum wage and payroll tax legislation, payroll rate increases due to labor shortages or inflationary pressures, the frequency and severity of workers’ compensation claims, and healthcare costs.

***Occupancy expenses.*** Occupancy expenses include rent, common area maintenance, property insurance and property taxes for all restaurant locations, but exclude any related pre-opening costs.

***Operating expenses***. Operating expenses include supplies, utilities, repairs and maintenance, and other costs incurred directly at the restaurant level.

***Depreciation and amortization expenses***. Depreciation and amortization expenses are periodic non-cash charges at our restaurants that consist of depreciation of fixed assets, including equipment, software and capitalized leasehold improvements. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, ranging from five to seven years.

***Pre-opening costs.*** Pre-opening costs include pre-opening period rent, maintenance, taxes, payroll and benefits costs, advertising and other expenses directly incurred by the new restaurant until the date of the restaurant opening. Pre-opening costs can fluctuate significantly from period to period, based on the number and timing of restaurant openings.

***General and administrative expenses.*** General and administrative expenses include expenses associated with corporate management supervisory functions that support the operations of existing restaurants and development of new restaurants, including compensation and benefits, stock-based compensation, travel expenses, legal and professional fees, marketing costs, information systems, corporate office rent and other related corporate costs. General and administrative expenses are expected to grow as our sales grow, including incremental legal, accounting, insurance and other expenses incurred as a public company including becoming compliant with the requirements of Sarbanes-Oxley and addressing our internal control weaknesses through implementing new accounting systems and hiring additional staff.

***Depreciation and amortization - corporate.*** These are periodic non-cash charges at the corporate level that consist of depreciation of fixed assets, including equipment, information systems software and capitalized leasehold improvements, if any. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, ranging from five to seven years.

***Employee retention credits***. Employee retention credits include refundable credits recognized under the provisions of the CARES Act and extension thereof. During the three and six months ended June 30, 2025 and 2024, $313 thousand and $200 thousand of these credits were received and recorded in total for each period, respectively.

***Gain on remeasurement of previously held interest.*** Consists of a one-time gain from the business acquisition of GKBH (a restaurant in Hawaii) during the first quarter of 2024.

***Other loss.*** Consists of legal settlement accrual.

***Gain (loss) on foreign currency.*** Represents the foreign currency transaction gains and losses in South Korea.

***Interest income, net.*** Interest income, net reflects income earned on deposits, net of cash and non-cash charges related to our outstanding debt and finance lease obligations.

***Equity in loss of equity method investee.*** Equity in loss of equity method investee reflects our 50% ownership in GKBH that was accounted for using the equity method until the date of acquisition on February 18, 2024.

***(Benefit) provision for income taxes.*** Represents federal, state, and local current and deferred income tax (benefit) expense.

### Results of Operations for the Three Months Ended June 30, 2025 and June 30, 2024

The following table presents selected comparative results of operations for the three months ended June 30, 2025 and June 30, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods.

*($ amounts in thousands)*

|  | Three Months Ended June 30, 2025 | 2024 | Increase/(Decrease) Amount% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $55,041 | $53,860 | $1,181 | 2.2% |
| Restaurant operating expenses: |  |  |  |  |
| Food cost | 18,623 | 17,700 | 923 | 5.2% |
| Payroll and benefits | 16,561 | 16,362 | 199 | 1.2% |
| Occupancy expenses | 5,121 | 4,389 | 732 | 16.7% |
| Operating expenses | 5,905 | 5,358 | 547 | 10.2% |
| Depreciation and amortization | 2,221 | 1,706 | 515 | 30.2% |
| Pre-opening costs | 2,051 | 1,645 | 406 | 24.7% |
| Total restaurant operating expenses | 50,482 | 47,160 | 3,322 | 7.0% |
| General and administrative | 6,403 | 5,058 | 1,345 | 26.6% |
| Depreciation and amortization - corporate | 36 | 29 | 7 | 24.1% |
| Total costs and expenses | 56,921 | 52,247 | 4,674 | 8.9% |
| (Loss) income from operations | (1,880) | 1,613 | (3,493) | (216.6)% |
| Employee retention credits | 313 | 200 | 113 | 56.5% |
| Other loss | (300) | — | (300) | 100.0% |
| Loss on foreign currency | (14) | — | (14) | 100.0% |
| Interest income, net | 67 | 262 | (195) | (74.4)% |
| Net (loss) income before income taxes | (1,814) | 2,075 | (3,889) | (187.4)% |
| (Benefit) provision for income taxes | (116) | 11 | (127) | (1154.5)% |
| Net (loss) income | (1,698) | 2,064 | (3,762) | (182.3)% |
| Net (loss) income attributable to non-controlling interest | (1,437) | 1,787 | (3,224) | (180.4)% |
| Net (loss) income attributable to GEN Restaurant Group, Inc. | $(261) | $277 | $(538) | (194.2)% |

28

|  | % of Revenue Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Revenue | 100% | 100% |
| Restaurant operating expenses: |  |  |
| Food costs | 33.8% | 32.9% |
| Payroll and benefits | 30.1% | 30.4% |
| Occupancy expenses | 9.3% | 8.1% |
| Operating expenses | 10.7% | 9.9% |
| Depreciation and amortization | 4.0% | 3.2% |
| Pre-opening costs | 3.7% | 3.1% |
| Total restaurant operating expenses | 91.7% | 87.6% |
| General and administrative | 11.6% | 9.4% |
| Depreciation and amortization - corporate | 0.1% | 0.1% |
| Total costs and expenses | 103.4% | 97.0% |
| Income from operations | (3.4)% | 3.0% |
| Employee retention credits | 0.6% | 0.4% |
| Other loss | (0.5)% | 0.0% |
| Loss on foreign currency | (0.0)% | 0.0% |
| Interest income, net | 0.1% | 0.5% |
| Net (loss) income before income taxes | (3.3)% | 3.9% |
| (Benefit) provision for income taxes | (0.2)% | 0.0% |
| Net (loss) income | (3.1)% | 3.8% |
| Net (loss) income attributable to non-controlling interest | (2.6)% | 3.3% |
| Net (loss) income attributable to GEN Restaurant Group, Inc. | (0.5)% | 0.5% |

*Revenues*. Revenues were $55.0 million for the three months ended June 30, 2025, compared to $53.9 million for the three months ended June 30, 2024, an increase of $1.2 million, or 2.2%. This reflects revenue increases due to having 50 restaurants open in the three months ended June 30, 2025 compared to 40 restaurants open in the three months ended June 30, 2024.

*Food costs*. Food costs were $18.6 million for the three months ended June 30, 2025, compared to $17.7 million for the three months ended June 30, 2024, an increase of $0.9 million, or 5.2%. The increase in food costs reflects more restaurants in operation and inflationary cost increases. As a percentage of revenue, food costs increased to 33.8% from 32.9%.

*Payroll and benefits*. Payroll and benefits costs were $16.6 million for the three months ended June 30, 2025, compared to $16.4 million for the three months ended June 30, 2024, an increase of $0.2 million, or 1.2%. The increase in payroll and benefits costs reflects the staffing needed to support higher customer volumes from new and existing restaurants as well as inflationary payroll increases. As a percentage of revenue, payroll and benefits costs slightly decreased from 30.4% to 30.1%.

*Occupancy expenses*. Occupancy expenses were $5.1 million for the three months ended June 30, 2025 compared to $4.4 million for the three months ended June 30, 2024, an increase of $0.7 million, or 16.7%. The increase in occupancy expenses reflects the addition of 10 new locations. As a percentage of revenue, occupancy expenses were 9.3% in the three months ended June 30, 2025 compared to 8.1% in the three months ended June 30, 2024.

*Operating expenses*. Operating expenses were $5.9 million for the three months ended June 30, 2025 compared to $5.4 million for the three months ended June 30, 2024, an increase of $0.5 million, or 10.2%, as expenses increased to support revenue growth and reflected inflationary cost increases. As a percentage of revenue, operating expenses were 10.7% in the three months ended June 30, 2025 and 9.9% in the three months ended June 30, 2024.

*Depreciation and amortization expenses*. Depreciation and amortization expenses were $2.2 million for the three months ended June 30, 2025 and $1.7 million for the three months ended June 30, 2024. As a percentage of revenue, depreciation and amortization expenses at the restaurant-level were 4.0% during the three months ended June 30, 2025 and 3.2% during the three months ended June 30, 2024, with the increase related to more restaurants in operation.

*Pre-opening costs*. Pre-opening costs were $2.1 million for the three months ended June 30, 2025 compared to $1.6 million for the three months ended June 30, 2024.This represents six additional restaurants in development during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

*General and administrative expenses*. General and administrative expenses were $6.4 million for the three months ended June 30, 2025 compared to $5.1 million for the three months ended June 30, 2024, an increase of $1.3 million, or 26.6%. The increase is primarily due to additional marketing and personnel costs for the expansion of restaurants in development. As a percentage of revenue, general and administrative expenses increased from 9.4% for the three months ended June 30, 2024 to 11.6% for the three months ended June 30, 2025.

*Employee retention credits.* During the three months ended June 30, 2025 and 2024, we received approximately $0.3 million and $0.2 million, respectively, in employee retention credits from the IRS.

*Other loss.* Consists of a legal settlement accrual in each period.

*Interest income, net*. During the three months ended June 30, 2025, interest income, net was $67 thousand compared to $262 thousand during the three months ended June 30, 2024. The net interest income was primarily due to the interest income earned on the proceeds from the IPO transaction.

### Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024

*($ amounts in thousands)*

|  | Six Months Ended June 30, 2025 | 2024 | Increase/(Decrease) Amount% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $112,377 | $104,620 | $7,757 | 7.4% |
| Restaurant operating expenses: |  |  |  |  |
| Food cost | 37,885 | 34,668 | 3,217 | 9.3% |
| Payroll and benefits | 34,749 | 32,514 | 2,235 | 6.9% |
| Occupancy expenses | 10,212 | 8,682 | 1,530 | 17.6% |
| Operating expenses | 11,831 | 10,457 | 1,374 | 13.1% |
| Depreciation and amortization | 4,214 | 3,243 | 971 | 29.9% |
| Pre-opening costs | 4,699 | 3,547 | 1,152 | 32.5% |
| Total restaurant operating expenses | 103,590 | 93,111 | 10,479 | 11.3% |
| General and administrative | 12,773 | 9,731 | 3,042 | 31.3% |
| Depreciation and amortization - corporate | 70 | 57 | 13 | 22.8% |
| Total costs and expenses | 116,433 | 102,899 | 13,534 | 13.2% |
| (Loss) income from operations | (4,056) | 1,721 | (5,777) | (335.7)% |
| Employee retention credits | 313 | 200 | 113 | 56.5% |
| Gain on remeasurement of previously held interest | — | 3,402 | (3,402) | (100.0)% |
| Other loss | (300) | — | (300) | — |
| Loss on foreign currency | (14) | — | (14) | — |
| Interest income, net | 127 | 538 | (411) | (76.4)% |
| Equity in (loss) income of equity method investee | — | (17) | 17 | (100.0)% |
| (Loss) income before income taxes | (3,930) | 5,844 | (9,774) | (167.2)% |
| (Benefit) provision for income taxes | (268) | 83 | (351) | (422.9)% |
| Net (loss) income | (3,662) | 5,761 | (9,423) | (163.6)% |
| Net (loss) income attributable to non-controlling interest | (3,100) | 4,990 | (8,090) | (162.1)% |
| Net (loss) income attributable to GEN Restaurant Group, Inc. | $(562) | $771 | $(1,333) | (172.9)% |

30

|  | % of Revenue Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Revenue | 100.0% | 100.0% |
| Restaurant operating expenses: |  |  |
| Food cost | 33.7% | 33.1% |
| Payroll and benefits | 30.9% | 31.1% |
| Occupancy expenses | 9.1% | 8.3% |
| Operating expenses | 10.5% | 10.0% |
| Depreciation and amortization | 3.7% | 3.1% |
| Pre-opening costs | 4.2% | 3.4% |
| Total restaurant operating expenses | 92.2% | 89.0% |
| General and administrative | 11.4% | 9.3% |
| Depreciation and amortization - corporate | 0.1% | 0.1% |
| Total costs and expenses | 103.6% | 98.4% |
| (Loss) income from operations | (3.6)% | 1.6% |
| Employee retention credits | 0.3% | 0.2% |
| Gain on remeasurement of previously held interest | 0.0% | 3.3% |
| Other loss | (0.3)% | 0.0% |
| Loss on foreign currency | (0.0)% | 0.0% |
| Interest income, net | 0.1% | 0.5% |
| Equity in loss of equity method investee | 0.0% | (0.0)% |
| (Loss) income before income taxes | (3.5)% | 5.6% |
| (Benefit) provision for income taxes | (0.2)% | 0.1% |
| Net (loss) income | (3.3)% | 5.5% |
| Net (loss) income attributable to non-controlling interest | (2.8)% | 4.8% |
| Net (loss) income attributable to GEN Restaurant Group, Inc. | (0.5)% | 0.7% |

*Revenues.* Revenues were $112.4 million for the six months ended June 30, 2025, compared to $104.6 million for the six months ended June 30, 2024, an increase of $7.8 million, or 7.4%. This reflects increased revenue from having 10 additional restaurants open in the six months ended June 30, 2025 compared to 40 restaurants open in the six months ended June 30, 2024.

*Food costs*. Food costs were $37.9 million for the six months ended June 30, 2025, compared to $34.7 million for the six months ended June 30, 2024, an increase of $3.2 million, or 9.3%. The increase in food costs reflects more restaurants in operation and inflationary cost increases. As a percentage of revenue, food costs increased from 33.1% to 33.7%.

*Payroll and benefits.* Payroll and benefits costs were $34.7 million for the six months ended June 30, 2025, compared to $32.5 million for the six months ended June 30, 2024, an increase of $2.2 million, or 6.9%. The increase in payroll and benefits costs reflects the staffing needs to support the higher customer volumes from new and existing restaurants as well as inflationary payroll increases. As a percentage of revenue, payroll and benefits costs decreased from 31.1% to 30.9%.

*Occupancy expenses.* Occupancy expenses were $10.2 million for the six months ended June 30, 2025 compared to $8.7 million for the six months ended June 30, 2024, an increase of $1.5 million, or 17.6%. The increase in occupancy expenses reflects the addition of 10 new locations. As a percentage of revenue, occupancy expenses were 9.1% in the six months ended June 30, 2025 4 compared to 8.3% in the six months ended June 30, 2024.

*Operating expenses.* Operating expenses were $11.8 million for the six months ended June 30, 2025 compared to $10.5 million for the six months ended June 30, 2024, an increase of $1.4 million, or 13.1%, as expenses increased to support revenue growth and reflected inflationary costs increases. As a percentage of revenue, operating expenses were 10.5% for the six months ended June 30, 2025 compared to 10.0% for the six months ended June 30, 2024.

*Depreciation and amortization expenses.* Depreciation and amortization expenses were $4.2 million for the six months ended June 30, 2025 and $3.2 million for the six months ended June 30, 2024. As a percentage of revenue, depreciation and amortization expenses at the restaurant-level were 3.7% during the six months ended June 30, 2025 and 3.1% during the six months ended June 30, 2024, with the increase related to more restaurants in operation.

*Pre-opening costs.* Pre-opening costs were $4.7 million for the six months ended June 30, 2025 compared to $3.5 million for the six months ended June 30, 2024. This increase was due to more restaurants under development in 2025 than in 2024.

*General and administrative expenses.* General and administrative expenses were $12.8 million for the six months ended June 30, 2025 compared to $9.7 million for the six months ended June 30, 2024, an increase of $3.0 million, or 31.3%. The increase is primarily due to additional marketing and personnel costs in expansion of restaurants in development.

*Employee retention credits*. During the six months ended June 30, 2025 and 2024, we received approximately $0.3 million and $0.2 million, respectively, in employee retention credits from the IRS.

*Gain on remeasurement of previously held interest.* This reflects the business acquisition of GKBH (a restaurant in Hawaii) during the first quarter of 2024.

*Other loss.* Consists of a legal settlement accrual in each period.

*Interest income, net*. During the six months ended June 30, 2025, interest income, net was $127 thousand compared to $538 thousand during the six months ended June 30, 2024.

### Non-GAAP Financial Measures

### Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents net income excluding interest (income) expense, income taxes, depreciation and amortization, and also excludes non-recurring and certain other non-cash items, such as stock-based compensation expense, employee retention credits, litigation accruals, non-cash lease expense, non-cash lease expense related to pre-opening costs and gain on remeasurement of previously held interest. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results, as these measures reflect normal recurring cash operating expenses essential to supporting the operations of our company. We expect Adjusted EBITDA to increase with the number of new restaurants we open and with comparable restaurant sales growth.

The following table reconciles net income to Adjusted EBITDA for the three and six months ended June 30, 2025 and June 30, 2024.

*(amounts in thousands)*

| EBITDA: | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| **Net (loss) income** | $(1,698) | $2,064 | $(3,662) | $5,761 |
| Net Income Margin | (3.1)% | 3.8% | (3.3)% | 5.5% |
| Interest income, net | (67) | (262) | (127) | (538) |
| (Benefit) provision for income taxes | (116) | 11 | (268) | 83 |
| Depreciation and amortization | 2,257 | 1,735 | 4,284 | 3,300 |
| **EBITDA** | **$376** | **$3,548** | **$227** | **$8,606** |
| **EBITDA Margin** | **0.7%** | **6.6%** | **0.2%** | **8.2%** |
| **Adjustments to EBITDA:** |  |  |  |  |
| EBITDA | $376 | $3,548 | $227 | $8,606 |
| Stock-based compensation expense(1) | 734 | 759 | 1,468 | 1,518 |
| Employee retention credits (2) | (313) | (200) | (313) | (200) |
| Litigation accrual (3) | 300 | — | 300 | — |
| Non-cash lease expense (4) | 127 | 192 | 218 | 376 |
| Non-cash lease expense related to pre-opening costs (5) | 630 | 576 | 1,204 | 941 |
| Gain on remeasurement of previously held interest (6) | — | — | — | (3,402) |
| **Adjusted EBITDA** | **$1,854** | **$4,875** | **$3,104** | **$7,839** |
| **Adjusted EBITDA Margin** | **3.4%** | **9.1%** | **2.8%** | **7.5%** |

(1) Stock-based compensation expense: During all periods presented, we incurred expenses related to the granting of restricted stock units to employees.

(2) Employee retention credits: These are refundable tax credits against certain employment taxes recognized under the CARES Act.

(3) Litigation accrual: This is an expense related to a specific, one-time, litigation claim. See “Note 11 - Commitments and Contingencies” in the condensed consolidated financial statements.

(4) Non-cash lease expense: This reflects the extent to which lease expense is greater than or less than contractual rent paid.

(5) Non-cash lease expense related to pre-opening costs: Cost for restaurants in development in which the lease expense is greater than the contractual rent paid.

(6) Gain on remeasurement of previously held interest: One-time, non-recurring gain on the acquisition of GKBH restaurants.

### Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin

We define Restaurant-Level Adjusted EBITDA as Income (loss) from operations plus adjustments to add-back the following expenses: depreciation and amortization, pre-opening costs, general and administrative expense, and non-cash lease expense. We define Restaurant-Level Adjusted EBITDA Margin as Restaurant-Level Adjusted EBITDA divided by revenue.

As with Adjusted EBITDA and Adjusted EBITDA Margin, we believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results, as these measures depict normal, recurring cash operating expenses essential to supporting the operations of our restaurants. We expect Restaurant-Level Adjusted EBITDA to increase in proportion to the number of new restaurants we open and with increases in comparable restaurant sales change.

However, you should be aware that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are financial measures that are not indicative of overall results for our company, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level and non-cash expenses excluded from such measures.

The following table reconciles Income from Operations to Restaurant-Level Adjusted EBITDA for the three and six months ended June 30, 2025 and June 30, 2024:

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| **(Loss) income from Operations** | $(1,880) | $1,613 | $(4,056) | $1,721 |
| (Loss) Income Margin from Operations | (3.4)% | 3.0% | (3.6)% | 1.6% |
| Depreciation and amortization | 2,257 | 1,735 | 4,284 | 3,300 |
| Pre-opening costs | 2,051 | 1,645 | 4,699 | 3,547 |
| General and administrative | 6,403 | 5,058 | 12,773 | 9,731 |
| Non-cash lease expense | 127 | 192 | 218 | 376 |
| **Restaurant-Level Adjusted EBITDA** | **$8,958** | **$10,243** | **$17,918** | **$18,675** |
| **Restaurant-Level Adjusted EBITDA Margin** | **16.3%** | **19.0%** | **15.9%** | **17.9%** |

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net (loss) income, Adjusted net (loss) income attributable to Class A common stock per share, Restaurant-Level Adjusted EBITDA, and Restaurant-Level Adjusted EBITDA Margin are non-GAAP measures intended as supplemental measures of our performance and are neither required by, nor presented in accordance with GAAP. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income, Adjusted net (loss) income attributable to Class A common stock per share, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin may not be comparable to other similarly titled measures presented by other companies, because all companies may not calculate Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net (loss) income, Adjusted net (loss) income attributable to Class A common stock per share, Restaurant-Level Adjusted EBITDA, and Restaurant-Level Adjusted EBITDA Margin in the same fashion. These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.

The following table reconcile net (loss) income to Adjusted net income and Adjusted net income per share for the three and six months ended June 30, 2025 and 2024:

*(in thousands, except per share amounts)*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net (loss) income | $(1,698) | $2,064 | $(3,662) | $5,761 |
| Pre-opening costs | 2,051 | 1,645 | 4,699 | 3,547 |
| Gain on remeasurement of previously held interest | — | — | — | (3,402) |
| Stock-based compensation | 734 | 759 | 1,468 | 1,518 |
| Legal settlement | 300 | — | 300 | — |
| Tax impact of adjustments | (143) | (97) | (299) | (76) |
| **Adjusted Net income** | 1,244 | 4,371 | 2,506 | 7,348 |
| Less: Adjusted net income attributable to non-controlling interest | 1,052 | 3,786 | 2,120 | 6,363 |
| Adjusted net income attributable to GEN Restaurant Group, Inc. | 192 | 586 | 386 | 985 |
| **Adjusted Net income attributable to Class A common stock per share - basic and diluted** | $192 | $586 | $386 | $985 |
| Weighted-average shares of Class A common stock outstanding - basic and diluted | 5,132 | 4,572 | 5,073 | 4,446 |
| Adjusted Net income per share of Class A common stock - basic and diluted | $0.04 | $0.13 | $0.08 | $0.22 |

### Liquidity and Capital Resources

As of June 30, 2025 we had $9.6 million of cash and ($21.1) million of working capital deficit, which is calculated by subtracting current liabilities from current assets, compared with $23.7 million in cash and ($7.2) million of working capital deficit as of December 31, 2024. On June 30, 2023, we completed the IPO of 4,140,000 shares of Class A common stock. The public offering price per share sold in the IPO was $12.00 per share, resulting in aggregate net proceeds of approximately $46.2 million after deducting the underwriting discounts and commission and offering expenses payable.

Our primary uses of cash are for operational expenditures and capital investments, including new restaurants, costs incurred for restaurant remodels and restaurant equipment and fixtures. During the first half of 2025, we opened seven new restaurants which were all self-funded. There is no guarantee that if we need to raise any additional capital that we will be able to do so.

We believe that cash provided by operating activities and cash on hand will be sufficient to fund our lease obligations, capital expenditures and working capital needs for the next 12 months.

Upon the IPO transaction, GEN Inc. became a holding company with no operations of its own. Accordingly, GEN Inc. remains dependent on distributions from GEN LLC to pay its taxes, its obligations under the Tax Receivable Agreement and other expenses.

In connection with the IPO and related transactions, certain members of GEN LLC received the right to receive future payments pursuant to the Tax Receivable Agreement. The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal, state and local taxes resulting from the utilization of certain tax benefits resulting from sales and exchanges by certain members of GEN LLC. We expect that payments that we may be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the reduction in tax payments for us associated with the federal, state and local tax benefits described above would aggregate to approximately $117.2 million through 2037. Under such scenario we would be required to pay certain members of GEN LLC 85% of such amount, or $99.6 million through 2037.

The actual amounts may materially differ from these hypothetical amounts as potential future reductions in tax payments for us and Tax Receivable Agreement payments by us will be calculated using prevailing tax rates applicable to us over the life of the Tax Receivable Agreement and will be dependent on us generating sufficient future taxable income to realize the benefit.

We cannot reasonably estimate future annual payments under the Tax Receivable Agreement given the difficulty in determining those estimates as they are dependent on a number of factors, including the extent of exchanges by continuing GEN LLC unitholders, the associated fair value of the underlying GEN LLC units at the time of those exchanges, the tax rates applicable, our future income, and the associated tax benefits that might be realized that would trigger a Tax Receivable Agreement payment requirement.

However, a significant portion of any potential future payments under the Tax Receivable Agreement is anticipated to be payable over 15 years, consistent with the period over which the associated tax deductions would be realized by GEN Inc., assuming GEN LLC generates sufficient income to utilize the deductions. If sufficient income is not generated by GEN LLC, the associated taxable income of GEN Inc. will be impacted and the associated tax benefits to be realized will be limited, thereby similarly reducing the associated Tax Receivable Agreement payments to be made. Given the length of time over which payments would be payable, the impact to liquidity in any single year may be greatly reduced.

### Dividends

During May 2025, our Board of Directors declared a $0.03 per share dividend distribution on our outstanding common stock for shareholders of record as of June 9, 2025, which was paid on June 23, 2025 for an amount of $988 thousand.

### Summary of Cash Flows

Our primary sources of liquidity are operating cash flows, cash on hand and debt borrowings. We use these sources to fund expenditures for new restaurant openings, reinvest in our existing restaurants, and increase our working capital. Our working capital position benefits from the fact that we generally collect cash from sales to guests the same day, or in the case of credit or debit card transactions, within several days of the related sale, and we typically have at least 30 days to pay our vendors.

The following table summarizes our cash flows for the periods presented:

*(amounts in thousands)*

| Summary of Cash Flows | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $5,480 | $9,070 |
| Net cash used in investing activities | (16,467) | (11,383) |
| Net cash used in financing activities | (3,228) | (1,089) |

### Cash Provided by Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2025 was $5.5 million, the result of net loss of $3.6 million, adjusted by non-cash charges of depreciation and amortization of $4.3 million, amortization of operating lease assets of $3.2 million, and stock-based compensation expense of $1.5 million. The net cash outflows from changes in operating assets and liabilities were collectively an increase of $424 thousand.

Net cash provided by operating activities during the six months ended June 30, 2024 was $9.1 million, the result of net income of $5.8 million, adjusted by non-cash charges of depreciation and amortization of $3.3 million, and amortization of operating lease assets of $3.7 million, stock-based compensation of $1.5 million and a reduction related to the gain on the acquisition of the remaining ownership interest in GKBH. The net cash outflows from changes in operating assets and liabilities were collectively a decrease of $1.7 million.

### Cash Used in Investing Activities

Net cash used in investing activities during the six months ended June 30, 2025 was $16.4 million, reflecting the purchase of property and equipment.

Net cash used in investing activities during the six months ended June 30, 2024 was $11.4 million, reflecting $8.4 million for the purchase of property and equipment and a $3.0 million payment for the acquisition of the remaining ownership interest in GKBH.

### Cash Used in Financing Activities

Net cash used in financing activities during the six months ended June 30, 2025 was $3.2 million, primarily due to payment of $3.0 million on the line of credit and $200 thousand on the repurchase of common stock.

Net cash used in financing activities during the six months ended June 30, 2024 was $1.1 million, primarily due to payments to members for advances of $0.9 million.

### Material Cash Requirements

As of June 30, 2025, we had $9.3 million in contractual obligations relating to debt, including EIDL loans payable. All contractual obligations are expected to be paid during the next 12 months utilizing cash and cash equivalents on hand and provided by operating activities. For operation lease obligations, See “Note 10 - Leases” in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

### Critical Accounting Estimates

Our discussion and analysis of operating results and financial condition are based upon our financial statements. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.

Our critical accounting estimates are those that materially affect our financial statements and involve subjective or complex judgments by management. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates. We believe the following critical accounting estimates are affected by significant judgments and estimates used in the preparation of our financial statements and that the judgments and estimates are reasonable.

### Operating and Finance Leases

Our office leases provide for fixed minimum rent payments. Our restaurant leases provide for fixed minimum rent payments and some require additional contingent rent payments based upon sales in excess of specified thresholds. When achievement of such sales thresholds is deemed probable, contingent rent is accrued in proportion to the sales recognized in the period. For operating leases that include free-rent periods and rent escalation clauses, we recognize rent expense based on the straight-line method. For the purpose of calculating rent expenses under the straight-line method, the lease term commences on the date we obtain control of the property. Lease incentives used to fund leasehold improvements are recognized when earned and reduce the operating right-of-use asset related to the lease. These are amortized through the operating right-of-use asset as reductions of expense over the lease term. Restaurant lease expenses are included in the occupancy expenses line item, while office lease expenses are included in the general and administrative expenses line item in the accompanying condensed consolidated statements of operations.

We currently lease all of our restaurant locations, corporate office, and some of the equipment used in our restaurants. On January 1, 2022, we adopted ASU 2016-02, Leases (Topic 842), or “Topic 842,” using a modified retrospective approach. See “Note 10—Leases” to the financial statements. At commencement of the lease, we determine the appropriate classification as an operating lease or a finance lease. All of our restaurant and office leases are classified as operating leases and some of our equipment leases are classified as finance leases.

Assets we acquired under finance lease arrangements are recorded at the lower of the present value of future minimum lease payments or fair value of the assets at the inception of the lease. Finance lease assets are amortized over the shorter of the useful life of the assets or the lease term, and the amortization expense is included in depreciation and amortization on the accompanying financial statements.

### Impairment of Long-Lived Assets

We assess potential impairments of our long-lived assets, which includes property and equipment and operating lease right-of-use assets, in accordance with the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification, (“ASC”) 360—Property, Plant and Equipment. An impairment test is performed on a quarterly basis or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level. Assets are grouped at the individual restaurant-level for purposes of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated forecasted restaurant cash flows expected to be generated by the asset group. Factors considered by us in estimating future cash flows include, but are not limited to: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets; and significant negative industry or economic trends. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

No impairment loss was recognized during any of the periods presented.

### Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we have taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may take advantage of these exemptions until we are no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our IPO or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if 1) we have more than $1.235 billion in annual revenue, 2) we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months) or 3) we issue more than $1.0 billion of non-convertible debt securities over a three-year period.

### Recent Accounting Pronouncements

See Note 2 - Basis of Presentation and Summary of Significant Accounting Policies, for a discussion of recent accounting standards.

## Market risk

As filed, 3,183 characters.

### Commodity and Food Price Risks

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including food and beverage and other commodities. The prices of many of the ingredients we use to prepare our food, as well as construction costs, are affected by exchange rates, trade tariffs, and increases in the prices of other commodities. We have been able to partially offset cost increases that resulted from a number of factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our control and governmental regulations and inflation, by increasing our menu prices as well as making other operational adjustments that increase productivity. However, substantial increases in costs and expenses could impact our operating results to the extent that such increases cannot be offset by menu price increases or operational adjustments.

### Inflation Risk

The primary areas where inflation impacts our operations are food, beverage, labor and energy costs. Our restaurant operations are subject to federal and state minimum wage laws and other laws governing such matters as working conditions, overtime and tip credits. Significant numbers of our restaurant personnel are paid at rates dependent on the federal and/or state minimum wage and, accordingly, increases in the minimum wage increase our labor costs. To the extent permitted by competition and the economy, we have mitigated increased costs by increasing menu prices and may continue to do so if deemed necessary in future years. Substantial increases in costs and expenses could impact our operating results to the extent such increases cannot be passed through to our guests. Historically, including the first half of 2025, inflation has not had a material effect on our results of operations. Severe increases in inflation, however, could affect the global and U.S. economies and could have an adverse impact on our business, financial condition or results of operations.

While we have been able to partially offset inflation and other changes in the costs of core operating resources by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions could limit our menu pricing flexibility. In addition, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our guests without any resulting change to their visit frequencies or purchasing patterns. In addition, there can be no assurance that we will generate sales growth in an amount sufficient to offset inflationary or other cost pressures.

### Interest Rate Risk

We are exposed to market interest rates by accessing our line of credit and our $2.0 million loan from PCB Bank, which bear interest at the Wall Street Journal Prime Rate plus 0.25%.

## Controls and procedures

As filed, 1,007 characters.

### Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our management concluded that our disclosure controls and procedure were effective at the reasonable assurance level as of the end as of June 30, 2025.

### Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 475 characters.

There have been no material changes from the risk factors associated with our business previously disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ending December 31, 2024, except that the following risk factor is deleted:

***We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will solely depend on appreciation in the price of our Class A common stock.***

Filed Aug 6, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-104061. Last ingested by Listed: Oct 24, 2026, 15:16 ET. No prices; not investment advice.