v3.26.1
Basis of Presentation and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies
(2)
Basis of Presentation and Summary of Significant Accounting Policies
(a)
Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company, collectively, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). These unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements, and, in the opinion of management, reflect all adjustments (all of which were considered of a normal recurring nature) considered necessary to present fairly the Company’s financial results. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 and for any other interim period or future year.

(b)
Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Narrow Scope Improvements (Topic 270): Interim Reporting. This update makes targeted, narrow-scope improvements to underlying principles of interim reporting. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is in the process of evaluating the impact that the adoption of this ASU will have on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures”, which require public companies to include additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific type of expense included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026. The Company is in the process of evaluating the impact that the adoption of these ASUs will have on the consolidated financial statements and related disclosures.

(c)
Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities in the accompanying unaudited condensed consolidated financial statements of the Company. The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP and applicable rules, and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report.

(d)
Goodwill

Goodwill is calculated under Accounting Standards Codification (“ASC”) 805-30-30, which represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

(e)
Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of the business the Company acquired are included in the consolidated statements of operations from the date of acquisition.

(f)
Equity-Based Compensation

The Company accounts for grants of equity awards to employees in accordance with ASC Topic 718, “Stock Based Compensation.” The Company issued restricted stock units (“RSUs”) to its employees in 2023.

The Company estimates the fair value of the RSUs on the grant-date and recognizes the resulting fair value over the requisite service period. The fair value of each RSU or award is determined based upon the value of the common stock granted. The Company has elected to treat stock-based awards with graded vesting schedules and time-based service conditions as a single award and recognizes stock-based compensation on a straight-line basis over the requisite service period. Forfeitures are accounted for as they occur.

(g)
Cash and Cash Equivalents

The Company and its related entities consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. As of each of June 30, 2026 and December 31, 2025, cash and cash equivalents consist principally of cash, money market accounts and short-term investments. Short-term investments are classified as available for sale securities, which are carried at fair value, with changes in fair value reported in earnings. Cash equivalents also include credit card transactions in transit.

As of June 30, 2026 and December 31, 2025, there were deposits in excess of federally insured amounts of $3.8 million and $0.8 million, respectively.

 

 

 

Fair Value Measurements at June 30, 2026

 

 

Carrying
Value/Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Total

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 Money Market Accounts (included in cash and cash equivalents)

 

$

2,030

 

 

$

 

 

$

 

 

$

2,030

 

U.S. Treasury Securities (included in cash and cash equivalents)

 

$

55

 

 

$

 

 

$

 

 

$

55

 

 

$

2,085

 

 

$

 

 

$

 

 

$

2,085

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2025

 

 

Carrying
Value/Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 Money Market Accounts (included in cash and cash equivalents)

 

$

1,058

 

 

$

 

 

$

 

 

$

1,058

 

U.S. Treasury Securities (included in cash and cash equivalents)

 

$

55

 

 

$

 

 

$

 

 

$

55

 

 

$

1,113

 

 

$

 

 

$

 

 

$

1,113

 

 

 

 

 

 

 

(h)
Concentration Risk

The Company utilizes third parties for specified food products and supplies. In instances where these parties fail to perform their obligation, the Company may be unable to find alternative suppliers.

The Company relies on Sysco Los Angeles, Inc. (“Sysco”), an unrelated third-party, for a significant portion of its food products. During the fourth quarter of 2023, the Company entered into an agreement with Sysco to purchase certain food supplies. For the three and six months ended June 30, 2026, Sysco accounted for approximately 59.6% and 57.9% of total food costs, respectively. For the three and six months ended June 30, 2025 Sysco accounted for approximately 62.6% and 71.8% of total food costs, respectively.

During the three months ended June 30, 2026, two third party vendors accounted for 20.1% and 25.7%, respectively, of total food costs.

During the three and six months ended June 30, 2025, two third party vendors accounted for 32.5% and 34.8%, respectively, of total food costs.

As of June 30, 2026, one wholesale customer accounted for 34.0% of outstanding accounts receivable. As of December 31, 2025, Costco gift cards accounted for 93.0% of outstanding accounts receivable.

(i)
Inventories

Inventories consist principally of food and beverages and are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories.

(j)
Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” Revenue from the operation of the restaurants is recognized as food and beverage products are delivered to customers and payment is tendered at the time of sale.

Sales tax amounts collected from customers are remitted to governmental authorities and are excluded from revenue.

The Company started selling gift cards primarily during the fourth quarter of 2024. The Company sells gift cards which do not expire. Gift cards balances are initially recorded as unearned income. Revenue from gift cards is recognized when gift cards are redeemed by the guest or, in the event a gift card is not expected to be redeemed, in proportion to actual redemptions of gift cards (“gift card breakage”). Gift card breakage income is included in revenue on the condensed consolidated statements of comprehensive loss.

(k)
Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Property and equipment under finance leases are stated at the present value of minimum lease payments.

The estimated useful service lives are as follows:

 

Equipment

 

5 - 7 Years

Furniture and fixtures

 

5 - 7 Years

Leasehold improvements

 

Shorter of useful life or remaining lease term

The Company and its related entities capitalize certain costs in conjunction with improvements to specific sites for planned future restaurants. The Company and its related entities also capitalize certain costs, including interest, in conjunction with constructing new restaurants. These costs are included in property and equipment and are amortized over the shorter of the life of the related leasehold improvements or the remaining lease term. The Company and its related entities did not capitalize any internal costs related to site preparation and construction activities during the six months ended June 30, 2026 and June 30, 2025 as any amounts were deemed immaterial.

(l)
Prepaid expenses and Other Current Assets

Prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 consist of the following:

 

(in thousands)

 

June 30,
2026

 

 

December 31,
2025

 

Prepaid Expenses and Other Current Assets

 

 

 

 

 

 

Development and pre-opening

 

$

2,602

 

 

$

2,590

 

Insurance and property taxes

 

 

162

 

 

 

1,379

 

Marketing

 

 

649

 

 

 

1,467

 

Equipment

 

 

366

 

 

 

332

 

Subscription services

 

 

128

 

 

 

177

 

Conference/Supplies

 

 

28

 

 

 

7

 

Other

 

 

1,966

 

 

 

1,594

 

Total Prepaid and Other Current Assets

 

$

5,901

 

 

$

7,546

 

(m)
Other Assets and Other Current Liabilities

Other assets as of June 30, 2026 and December 31, 2025 consist of the following:

 

(in thousands)

 

June 30,
2026

 

 

December 31,
2025

 

Other Assets

 

 

 

 

 

 

Security Deposits

 

$

1,894

 

 

$

1,997

 

Liquor Licenses

 

 

386

 

 

 

386

 

Total Other Assets

 

$

2,280

 

 

$

2,383

 

 

Other Current Liabilities as of June 30, 2026 and December 31, 2025 consist of the following:

 

(in thousands)

 

June 30,
2026

 

 

December 31,
2025

 

Other Current Liabilities

 

 

 

 

 

 

Sales tax payable

 

$

1,049

 

 

$

1,554

 

Accrued percentage rent

 

 

1,008

 

 

 

1,195

 

Misc. accrued expenses

 

 

5,190

 

 

 

4,974

 

Total Other Current Liabilities

 

$

7,247

 

 

$

7,723

 

 

 

(n)
Pre-Opening Costs

Pre-opening costs, incurred in connection with the opening of new restaurants, are recorded as expenses when the costs are incurred. Pre-opening costs for the three months ended June 30, 2026 and 2025 were $1.3 million and $2.1 million, respectively. Pre-opening costs for the six months ended June 30, 2026 and 2025 were $3.1 million and $4.7 million, respectively.

(o)
Income Taxes

Prior to the Company’s initial public offering (the “IPO”), the Company and its related entities were organized as limited liability companies or limited partnerships and are treated as pass-through entities for federal and state income tax purposes. As the Operating Company and its related entities (other than GEN Inc.) have elected to be treated as partnerships for income tax purposes and are not subject to federal or state income taxes, income or loss is included in the tax returns of the members or the partners of the Operating Company and its related entities based on their respective shares.

Deferred tax assets are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes positions taken or expected to be taken in a tax return in accordance with existing accounting guidance on income taxes which prescribes a recognition threshold and measurement process. Under GAAP, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Interest and penalties on tax liabilities, if any, would be recorded in the interest expense and other non-interest expense line items, respectively.

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

(p) Long-Lived Assets

Long-lived assets, such as property and equipment owned, are reviewed quarterly for impairment and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, undiscounted cash flows expected to be generated by that asset or asset group are compared to its carrying amount. If the carrying amount of the long-lived asset or asset group is not expected to be recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. We assessed our long-lived assets for potential impairment with the result that no impairment charges were recorded in any of the periods presented.

(q) Interest (Expense) Income, net

A reconciliation of total interest expense to interest (expense) income, net as reported in the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2026 and 2025 is as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest expense

 

$

(408

)

 

$

(145

)

 

$

(725

)

 

$

(240

)

Interest income

 

 

94

 

 

 

212

 

 

 

185

 

 

 

367

 

Interest (expense) income, net

 

$

(314

)

 

$

67

 

 

$

(540

)

 

$

127

 

 

(r) Liquor Licenses

Liquor licenses are deemed to have indefinite useful lives and are qualitatively tested on an annual basis for impairment. Liquor licenses are included in the other assets line item in the accompanying condensed consolidated balance sheets.

(s) Sales Taxes

Sales taxes are imposed by state, county, and city governmental authorities, collected from customers and remitted to the appropriate governmental agency. The Company’s policy is to record the sales taxes collected as a liability and then remove the liability when the sales tax is remitted. There is no impact on the condensed consolidated statements of comprehensive loss as

restaurant sales are recorded net of sales tax.

(t) Advertising Costs

Advertising costs are expensed as incurred and are included in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive loss. For the three months ended June 30, 2026 and 2025, the Company incurred approximately $916 thousand and $638 thousand in advertising expenses, respectively.

For the six months ended June 30, 2026 and 2025, the Company incurred approximately $1.9 million and $1.3 million in advertising costs, respectively.

(u) Risks and Uncertainties.

The Company has experienced, and in the future may experience, inflation related to its purchase of certain food supplies that the Company needs to operate its business. This price volatility could potentially have a material impact on the Company’s financial condition and/or its results of operations. In order to mitigate price volatility, the Company monitors cost fluctuations and may adjust its menu prices accordingly. The Company’s ability to compensate for higher costs through increased menu pricing may be limited by the competitive environment in which the Company operates.

We have evaluated and will continue to evaluate the impact of import laws and tariffs on our operations. However, we expect tariffs will impact our operations in certain areas, such as food and beverage costs, construction and equipment costs and other restaurant operating costs, for the remainder of fiscal 2026.

(v) Restaurant Revitalization Fund

In 2021, several of the Company’s restaurants received a total of approximately $16.8 million from the Restaurant Revitalization Fund (“RRF”). The RRF funds must be used for specific purposes, and the Company was required to provide use of funds validation on an annual basis through March 2023. The Company accounted for the RRF funds as a government grant and has recognized the amounts as income as related expenses were incurred. During the year ended December 31, 2022, the Company recognized approximately $13.0 million as RRF grant income and had deferred the remaining balance of $3.8 million. No RRF grant income was recognized during the six months ended June 30, 2026 and 2025.

(w) Employee Retention Credits

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit (“ERC”), a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. We qualified for the ERC in the second and fourth quarters of 2020, and the first, second and third quarters of 2021. During the three months ended June 30, 2025, we recorded an aggregate benefit of $313 thousand in our condensed consolidated statements of comprehensive loss to reflect the ERC. During the three and six months ended June 30, 2026, we did not receive any ERC credits to record.

(x) Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to the Company by the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential weighted-average dilutive shares including stock options, RSUs, dividend equivalent units, restricted stock awards, and Class B Common Units exchangeable for shares of Class A common stock. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. See “Note 15—Net Loss per Share.”

(y) Accounts Receivable

Accounts receivable consist primarily of receivables from various retail customers of our CPG business, including Costco Wholesale Corporation (“Costco”), and from Costco for gift card sales. The collectability of accounts receivable is evaluated based on a variety of factors, including historical experience, current economic conditions and other factors.

(z) Near Term Maturity

As of June 30, 2026 the Company had $12.0 million outstanding under its $20.0 million line of credit with PCB Bank, which matures on September 25, 2026 (see Note 7, “Line of Credit”). The Company also has notes payable of $3.4 million coming due within twelve months from the date of issuance of these financial statements. Management evaluated these conditions, initially without regard to plans not yet fully implemented, in assessing the Company’s ability to meet its obligations as they become due within one year after the date these condensed consolidated financial statements are issued.

Management’s plans to address these conditions include: (i) renewal of the line of credit, which has been renewed in each of the two preceding years and which management believes is probable of being renewed prior to maturity; Management concluded that it is probable these plans will be effectively implemented within one year after the date these consolidated financial statements are issued and that, when implemented, they will address the conditions described above. Accordingly, management believes the Company’s

cash, expected cash flows from operations and available borrowings will be sufficient to fund its operations, lease obligations, debt service and capital expenditures for at least twelve months following the issuance of these consolidated financial statements.