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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
001-41727
GEN Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
87-3424935
( State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
11480 South Street Suite 205
Cerritos
,
CA
90703
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(562)
356-9929
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common stock,
par value $0.001 per share
GENK
The
Nasdaq
Stock Market LLC
(The Nasdaq Global Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
☐
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
As of August 3, 2025 the registrant had
5,249,566
shares of Class A common stock, $0.001 par value per share, outstanding and
27,682,719
shares of Class B common stock, $0.001 par value per share, outstanding.
(in thousands, except share and per share information)
June 30,
2025
(unaudited)
December 31,
2024
Current assets:
Cash and cash equivalents
$
9,610
$
23,675
Inventories
899
727
Accounts receivable
1,110
3,487
Income tax receivable
563
—
Prepaid expenses and other current assets
4,621
6,004
Total current assets
16,803
33,893
Property and equipment, net
63,978
52,639
Goodwill
9,498
9,498
Operating lease assets
142,025
131,542
Deferred tax asset
12,480
11,686
Other assets
1,543
1,157
Total assets
$
246,327
$
240,415
Liabilities and equity
Current liabilities
Accounts payable
11,281
12,408
Accrued salaries and benefits
2,961
3,243
Accrued interest
73
60
Notes payable, current
2,898
1,724
Line of credit
—
3,000
Obligations under finance leases, current
6
26
Operating lease liabilities, current
6,351
5,221
Deferred Restaurant Revitalization Fund grant
3,806
3,806
Gift card liabilities
2,891
5,983
Other current liabilities
7,613
5,598
Total current liabilities
37,880
41,069
Notes payable, net of current portion
4,935
5,140
Tax receivable agreement liability
1,077
691
Obligations under finance leases, net of current
11
—
Operating lease liabilities, net of current portion
159,898
147,898
Total liabilities
203,801
194,798
Commitments and contingencies (Note 11)
Mezzanine equity
EB-5 Members’ equity
1,500
1,500
Permanent equity
Class A common stock, $
0.001
par value,
70,000,000
shares authorized,
5,211,051
shares issued
and outstanding and
4,913,064
shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
5
5
Class B common stock, $
0.001
par value,
50,000,000
shares authorized;
27,682,719
shares issued and outstanding and
27,886,912
shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
28
28
Additional paid-in capital
13,259
11,782
Accumulated other comprehensive income
150
—
Retained Earnings
354
915
Non-controlling interest
27,230
31,387
Total permanent equity
41,026
44,117
Total liabilities and stockholders’ equity
$
246,327
$
240,415
See accompanying notes to condensed consolidated financial statements.
1
GEN RESTAURANT GROUP, INC.
Condensed C
onsolidated Statements of Operations
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except per share amounts)
2025
2024
2025
2024
(unaudited)
Revenue
$
55,041
$
53,860
$
112,377
$
104,620
Restaurant operating expenses:
Food cost
18,623
17,700
37,885
34,668
Payroll and benefits
16,561
16,362
34,749
32,514
Occupancy expenses
5,121
4,389
10,212
8,682
Operating expenses
5,905
5,358
11,831
10,457
Depreciation and amortization
2,221
1,706
4,214
3,243
Pre-opening costs
2,051
1,645
4,699
3,547
Total restaurant operating expenses
50,482
47,160
103,590
93,111
General and administrative
6,403
5,058
12,773
9,731
Depreciation and amortization - corporate
36
29
70
57
Total costs and expenses
56,921
52,247
116,433
102,899
(Loss) income from operations
(
1,880
)
1,613
(
4,056
)
1,721
Employee retention credits
313
200
313
200
Gain on remeasurement of previously held interest (see Note 3)
—
—
—
3,402
Other loss
(
300
)
—
(
300
)
—
Loss on foreign currency
(
14
)
—
(
14
)
—
Interest income, net
67
262
127
538
Equity in loss of equity method investee
—
—
—
(
17
)
Net (loss) income before income taxes
(
1,814
)
2,075
(
3,930
)
5,844
(Benefit) provision for income taxes
(
116
)
11
(
268
)
83
Net (loss) income
(
1,698
)
2,064
(
3,662
)
5,761
Less: Net (loss) income attributable to non-controlling interest
(
1,437
)
1,787
(
3,100
)
4,990
Net (loss) income attributable to GEN Restaurant Group, Inc.
(
261
)
277
(
562
)
771
Net (loss) income attributable to Class A common stock per share - basic and diluted
$
(
261
)
$
277
$
(
562
)
$
771
Weighted-average shares of Class A common stock outstanding - basic and diluted
5,132
4,572
5,073
4,446
Net (loss) income per share of Class A common stock - basic and diluted
$
(
0.05
)
$
0.06
$
(
0.11
)
$
0.17
Other comprehensive income, net of tax:
Foreign currency translation income
$
150
$
—
$
150
$
—
Comprehensive (loss) income
(
1,548
)
2,064
(
3,512
)
5,761
Less: Comprehensive (loss) income attributable to non-controlling interest
(
1,310
)
—
(
2,973
)
—
Comprehensive (loss) income attributable to GEN Restaurant Group, Inc.
$
(
238
)
$
2,064
$
(
539
)
$
5,761
See Note 15 for calculation of net (loss) income per share.
See accompanying notes to condensed consolidated financial statements.
2
GEN RESTAURANT GROUP, INC.
Condensed Consolidated Statements of C
hanges in Permanent Equity (Deficit)
(unaudited)
Six months ended June 30, 2025 and June 30, 2024
Class A
Common Stock
Class B
Common Stock
Additional
paid-in
Retained
Non-
Controlling
Stockholders'
Equity/
Members'
equity
(in thousands except for share amounts )
Shares
Amount
Shares
Amount
capital
Earnings
Interest
(deficit)
Balance, December 31, 2023
4,140,000
$
4
28,141,566
$
28
$
7,112
$
322
$
28,552
$
36,018
Net income
496
3,202
3,698
Stock-based compensation
759
759
Adjustment to tax liabilities and assets under Tax Receivable
Agreement ("TRA")
(1)
(
113
)
(
113
)
Shares issued upon RSU vesting
117,304
—
Exchange of non-controlling interest for Class A common stock
254,654
(
254,654
)
258
(
258
)
—
Balance, March 31, 2024
4,511,958
$
4
27,886,912
$
28
$
8,016
$
818
$
31,496
$
40,362
Net income
277
1,787
2,064
Stock-based compensation
759
759
Issuance of Class A common stock
237,593
1,436
1,436
Contribution by stockholder in final IPO settlement
1,275
1,275
Balance, June 30, 2024
4,749,551
$
4
27,886,912
$
28
$
11,486
$
1,095
$
33,283
$
45,896
(1)
See Note 12 - Tax Receivable Agreement, for more information.
3
Class A
Common Stock
Class B
Common Stock
Additional
paid-in
Accumulated
Other
Comprehensive
Gain (Loss)
Retained
Non-
Controlling
Stockholders'
Equity/
Members'
equity
(in thousands except for share amounts )
Shares
Amount
Shares
Amount
capital
Earnings
Interest
Balance, December 31, 2024
4,913,064
$
5
27,886,912
$
28
$
11,782
$
—
$
915
$
31,387
$
44,117
Net loss
(
301
)
(
1,663
)
(
1,964
)
Stock-based compensation
734
734
Adjustment to tax liabilities and assets under TRA
105
105
Exchange of non-controlling interest for Class A common stock
125,397
(
125,397
)
142
—
(
142
)
-
Purchase of Class A common stock under stock repurchase plan
(
200
)
(
200
)
Balance, March 31, 2025
5,038,461
$
5
27,761,515
$
28
$
12,563
$
-
$
615
$
29,582
$
42,792
Net loss
(
261
)
(
1,437
)
(
1,698
)
Foreign currency translation adjustment
150
150
Stock-based compensation
93,794
—
734
734
Adjustment to tax liabilities and assets under TRA
36
36
Exchange of non-controlling interest for Class A common stock
78,796
—
(
78,796
)
—
84
—
(
84
)
—
Dividends paid $
0.03
per share
(
157
)
(
157
)
Distributions paid to Non-controlling interest - $
0.03
per share
(
1
)
(
831
)
(
831
)
Balance, June 30, 2025
5,211,051
$
5
27,682,719
$
28
$
13,259
$
150
$
354
$
27,230
$
41,026
See accompanying notes to condensed consolidated financial statements.
4
GEN RESTAURANT GROUP, INC.
Condensed Consolidated
Statements of Cash Flows
Six Months Ended June 30,
(in thousands)
2025
2024
(unaudited)
Cash flows from operating activities
Net (loss) income
$
(
3,662
)
$
5,761
Adjustments to reconcile net (loss) income to cash provided by operating activities
Depreciation and amortization
4,284
3,300
Equity in income of equity method investee, net of distributions
—
17
Gain on remeasurement of previously held interest
—
(
3,402
)
Stock-based compensation
1,468
1,518
Amortization of operating lease assets
3,235
3,708
Interest income earned on Notes receivable from related party
—
(
33
)
Deferred tax expense
(
268
)
(
96
)
Changes in operating assets and liabilities:
Accounts receivable
2,378
—
Inventories
(
173
)
45
Income tax receivable
(
563
)
—
Prepaid expenses and other current assets
1,385
(
7
)
Other assets
(
386
)
(
167
)
Accounts payable
(
284
)
165
Accrued salaries and benefits
(
282
)
(
41
)
Accrued interest
13
34
Gift card liabilities
(
3,092
)
—
Other current liabilities
2,014
731
Operating lease liabilities
(
587
)
(
2,463
)
Net cash provided by operating activities
5,480
9,070
Cash flows from investing activities
Purchase of property and equipment
(
16,467
)
(
8,407
)
Acquisition of GKBH, net of cash acquired
—
(
2,976
)
Net cash used in investing activities
(
16,467
)
(
11,383
)
Cash flows from financing activities
Payments to members for advances
—
(
881
)
Payments for deferred offering costs
—
(
59
)
Payments on EIDL loans
(
52
)
(
46
)
Payments on finance leases
(
9
)
(
70
)
Payments on third party loans
(
979
)
(
33
)
Payment on line of credit
(
3,000
)
—
Proceeds from third party loans
2,000
—
Payments under stock repurchase plan
(
200
)
—
Distributions paid on NCI
(
831
)
—
Dividends paid on common stock
(
157
)
—
Net cash used in financing activities
(
3,228
)
(
1,089
)
Effects of exchange rate changes on cash
150
—
Net change in cash and cash equivalents
(
14,065
)
(
3,402
)
Cash and cash equivalents at beginning of period
23,675
32,631
Cash and cash equivalents at end of the period
$
9,610
$
29,229
Supplemental disclosures of other cash flow information:
Cash paid for interest
$
114
$
71
Cash paid for taxes
291
—
Non-cash investing and financing activities:
Reduction in accounts payable and accruals for purchases of property and equipment
843
755
Unpaid deferred offering costs
—
66
Leased assets obtained in exchange for new operating lease liabilities
13,717
27,172
Conversion of related party loans to equity
—
1,436
Issuance of promissory note for business acquisition
—
3,000
Adjustments to tax liabilities and assets under TRA
141
113
Exchange of NCI for Class A common stock
225
258
Contribution by stockholder in final IPO settlement
—
1,275
See accompanying notes to condensed consolidated financial statements.
5
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated
Financial Statements (Unaudited)
June 30, 2025 and 2024
(1)
Organization and Description of Business
The accompanying consolidated financial statements represent the consolidated balance sheets, statements of operations, changes in permanent equity (deficit), and cash flows of GEN Restaurant Group, Inc. and its consolidated subsidiaries (the “Company”), including GEN Restaurant Companies, LLC (the “Operating Company”).
The following table lists the Company’s entities in operation as of
June 30, 2025
:
Name
Operating Name
State
Purpose
GEN Restaurant Group, LLC
GEN Tustin
CA
Restaurant
GEN Huntington Beach
CA
Restaurant
GEN Oxnard
CA
Restaurant
JC Group International Inc. (S Corp)
GEN Henderson
NV
Restaurant
GEN West Covina
CA
Restaurant
GEN Corona
CA
Restaurant
GEN Restaurant Investment, LLC
GEN Glendale
CA
Restaurant
GEN California, LLC
GEN Fullerton
CA
Restaurant
GEN Mira Mesa
CA
Restaurant
GEN Arizona, LLC
GEN Tempe
AZ
Restaurant
GEN Chandler, LLC
GEN Chandler
AZ
Restaurant
GEN Nevada, LLC
GEN Sahara
NV
Restaurant
GEN Miracle Mile
NV
Restaurant
GEN Alhambra, LLC
GEN Alhambra
CA
Restaurant
GEN Arlington, LP
GEN Arlington
TX
Restaurant
GEN Cerritos, LLC
GEN Cerritos
CA
Restaurant
GEN Cerritos II, LP
Gen Cerritos II
CA
Restaurant
GEN Torrance, LLC
GEN Torrance
CA
Restaurant
GEN Rancho Cucamonga, LP
GEN Rancho Cucamonga
CA
Restaurant
GEN San Jose, LP
GEN San Jose
CA
Restaurant
GEN Northridge, LP
GEN Northridge
CA
Restaurant
GEN Chino Hills, LP
GEN Chino Hills
CA
Restaurant
GEN Carrollton, LP
GEN Carrollton
TX
Restaurant
GEN Fort Lauderdale, LP
GEN Fort Lauderdale
FL
Restaurant
GEN Fremont, LP
GEN Fremont
CA
Restaurant
GEN Concord, LP
GEN Concord
CA
Restaurant
GEN Webster, LP
GEN Webster
TX
Restaurant
GEN Westgate, LP
GEN Westgate
CA
Restaurant
GEN Westheimer, LLC
GEN Westheimer
TX
Restaurant
GEN Manhattan NYU, LP
GEN Manhattan
NY
Restaurant
GEN Maui, LP
GEN Maui
HI
Restaurant
GEN Mountain View, LP
GEN Mountain View
CA
Restaurant
GKBH Restaurant, LLC
GEN Korean BBQ
HI
Restaurant
GEN Hawaii, LLC
Investment Company
HI
Management of GKBH
GEN Online, LLC
GEN Online
CA
Website sales
GEN Sacramento, LP
GEN Sacramento
CA
Restaurant
GEN Pearlridge, LLC
GEN Pearlridge
HI
Restaurant
GEN Kapolei, LP
GEN Kapolei
HI
Restaurant
GEN Frisco, LP
GEN Frisco
TX
Restaurant
GEN Houston, LLC
GEN Houston
TX
Restaurant
GEN Seattle, LP
GEN Seattle
WA
Restaurant
GEN Jacksonville, LP
GEN Jacksonville
FL
Restaurant
GEN Dallas, LP
GEN Dallas
TX
Restaurant
GEN Pflugerville, LP
GEN Pflugerville
TX
Restaurant
GEN Tigard, LP
GEN Tigard
OR
Restaurant
GEN Texas, LLC
Investment Company
TX
Management of GEN Houston and GEN Webster
GEN Master, LLC
Holding Company
NV
Management
GEN Grills, LP
GEN Grills
DE
Hibachi Concept
GEN Orlando, LP
GEN Orlando
FL
Restaurant
GEN Edison, LP
GEN Edison
NJ
Restaurant
GEN San Antonio, LP
GEN San Antonio
TX
Restaurant
GEN Austin, LP
GEN Austin
TX
Restaurant
Kan Sushi Austin, LP
Kan Sushi
TX
Restaurant
GEN Cary , LP
GEN Cary
NC
Restaurant
GEN K Ilsan, LLC
GEN Ilsan
Korea
Restaurant
GEN K, LLC
GEN K
Korea
Management of South Korean Restaurant
GEN Restaurant Management, LLC
GRM
DE
Management
6
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
The Company operates restaurants which are located in California, Arizona, Hawaii, Nevada, Washington, New York, Texas, New Jersey, Florida, Oregon, North Carolina, and in the country of South Korea, specializing in a variety of special flavored meats for Korean barbeque.
As of June 30, 2025, the above entities are collectively owned 100% by the controlling group. The Company had an equity method investment through GEN Hawaii, with a
50
% ownership share of GKBH Restaurant, LLC (“GKBH”). On February 18, 2024, the Company purchased the other
50
% of GKBH for a total purchase price of $
6.0
million and the Company now controls
100
% of GKBH.
As of June 30, 2025 and December 31, 2024
, there were
50
and
43
restaurants in operation, respectively. During the second quarter of 2025, the Company signed six new leases for restaurants: one in Avondale, Arizona; one in Denton, Texas; one in Hartsdale, NY; and three in South Korea.
Organization
GEN Restaurant Group, Inc. (“GEN Inc.”) was formed as a Delaware corporation on October 28, 2021 and is based in Cerritos, California. As the managing member of the Operating Company, GEN Inc. operates and controls all the business and affairs of the Operating Company, and through the Operating Company and its consolidated subsidiaries, conducts its business. Unless the context otherwise requires, references to the “Company” refer to GEN Inc., and its consolidated subsidiaries, including the Operating Company.
On June 30, 2023, the Company completed an initial public offering (the “IPO”) of
4,140,000
shares of Class A common stock at $
12.00
per share that generated aggregate net proceeds of $
46.2
million.
(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, 2024 (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, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025
and for any other interim period or future year.
(b)
Recent Accounting Pronouncement
s
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “
Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures
” which provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023. The Company
adopted
this ASU in the
fourth quarter of 2024
, and there was
no
material impact on the consolidated financial statements.
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 requires 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 ASU’s will have on the consolidated financial statements and related disclosures.
7
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
I
n December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740),” “Improvements to Income Tax
Disclosures
,” which is effective for fiscal years beginning after
December 15, 2024
. The Company is currently evaluating the presentation effect that ASU 2023-09 will have on the consolidated financial statements and expects the update to result in additional disclosures in the Annual Report on the Form 10-K for the year ending December 31, 2025.
(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 acquisitions. 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 to its employees in 2023.
The Company estimates the fair value of the restricted stock units on the grant-date and recognizes the resulting fair value over the requisite service period. The fair value of each restricted stock unit 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, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, there were deposit
s in excess of federally insured amounts of $
2.2
million and $
2.9
million, respectively.
8
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
Fair Value Measurements at June 30, 2025
Carrying
Value/Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Total
(in thousands)
Money Market Accounts (included in cash and cash equivalents)
$
896
$
—
$
—
$
896
U.S. Treasury Securities (included in cash and cash equivalents)
$
3,000
$
1,534
$
—
$
4,534
$
3,896
$
1,534
$
—
$
5,430
Represent money market accounts. Excludes $
4.2
million of cash and cash equivalents at June 30, 2025.
Fair Value Measurements at December 31, 2024
Carrying
Value/Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Total
Money Market Accounts (included in cash and cash equivalents)
$
6,459
$
—
$
—
$
6,459
U.S. Treasury Securities (included in cash and cash equivalents)
$
13,000
$
1,317
$
—
$
14,317
$
19,459
$
1,317
$
—
$
20,776
Represent money market accounts. Excludes $
2.9
million of cash and cash equivalents at December 31, 2024.
(h)
Concentration Risk
The Company relies on 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, 2025
Sysco accounted for approximately
62.6
% and
71.8
% of
total food costs, respectively. For the three and six months ended June 30, 2024
Sysco accounted for approximately
74.0
% and
73.3
% of total food costs, respectively.
During the three and six months ended June 30, 2025
, two third party vendors accounted for
32.5
% and
34.8
% of total food costs and supplies, respectively. During the three and six months ended June 30, 2024, two third party vendors accounted for
23.7
% and
19.1
% of total food costs and supplies, respectively.
(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 operations.
9
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
(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, 2025 and June 30, 2024
as any amounts were deemed immaterial.
(l)
Other Assets and Other Current Liabilities
Other assets as of
June 30, 2025 and December 31, 2024 consist of the following:
(in thousands)
June 30,
2025
December 31,
2024
Other Assets
Security Deposits
$
1,319
$
933
Liquor Licenses
224
224
Total Other Assets
$
1,543
$
1,157
Other Current Liabilities as of June 30, 2025 and December 31, 2024 consist of the following:
(in thousands)
June 30,
2025
December 31,
2024
Other Current Liabilities
Sales tax payable
$
1,077
$
1,645
Accrued percentage rent
1,245
1,221
Misc. accrued expenses
5,291
2,732
Total Other Current Liabilities
$
7,613
$
5,598
(m)
Advances from members
Advances from members of the Operating Company (the “Members”) consist of funding received from the Members. During the first quarter of 2024, the Company re-paid Members $
864
thousand. As of
June 30, 2025, and December 31, 2024
, the Company did
no
t owe any balance related to these advances from the Members.
(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, 2025 and 2024 wer
e $
2.1
million and $
1.6
million, respectively. Pre-opening costs for the
six months ended June 30, 2025 and 2024
were $
4.7
mill
ion and $
3.5
million, respectively.
(o)
Income Taxes
Prior to 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
10
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
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 Income/Expense
A reconciliation of total interest cost to interest income/expense as reported in the condensed consolidated statements of operations for the three and
six months ended June 30, 2025 and June 30, 2024 is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2025
2024
2025
2024
Interest expense
$
145
$
90
$
240
$
177
Interest income
(
212
)
(
352
)
(
367
)
(
715
)
Interest income, net
$
(
67
)
$
(
262
)
$
(
127
)
$
(
538
)
(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 operations as restaurant sales
11
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
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 operations. For the three months ended June 30, 2025 and 2024
, the Company incurred approximately $
638
thousand and $
77
thousand in advertising expenses, respectively. For the
six months ended June 30, 2025 and 2024
, the Company incurred approximately $
1.3
million and $
90
thousand in advertising costs, respectively.
(u)
Risks and Uncertainties.
We have been subject to continued risks and uncertainties as a result of the outbreak of pandemics, and local, state and federal governmental responses to a pandemic. We cannot predict whether future pandemic outbreaks will reoccur or whether additional restrictions may be enacted, to what extent we can maintain sales volumes during or following any resumption of mandated social distancing protocols or vaccination or mask mandates and what long-lasting effects a pandemic may have on the restaurant industry as a whole.
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. As of June 30, 2025
, import laws and tariffs have not had a material impact on our business, financial condition, results of operations or cash flows. 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 2025.
(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, 2025 and June 30, 2024
.
(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 first and second quarters of 2019, second and fourth quarters of 2020 and first, second and third quarters of 2021. During the three months ended June 30, 2025 and June 30, 2024
, we recorded an aggregate benefit of $
313
thousand and $
200
thousand, respectively, in our condensed consolidated income statement to reflect the ERC.
(x) Net Income Per Share
Basic net income per share is computed by dividing net income attributable to the Company by the weighted-average number of shares outstandin
g during the period. Diluted net income per share is computed by giving effect to all potential weighted-average dilutive shares including stock options, restricted stock units, 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 Income per Share.”
12
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
(y) Accounts Receivable
Accounts receivable consist primarily of receivable 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.
(3)
Business Combinations
On February 18, 2024, we acquired the remaining
50
% interest in GKBH, which was previously accounted for under the equity method. GKBH has been consolidated in our consolidated financial statement commencing February 18, 2024, the date of acquisition. The purchase price for the acquisition was allocated based on estimates of the fair value of the net assets acquired at the acquisition date, with the excess allocated to goodwill. The total consideration for the acquisition was $
6.0
million, payable in cash. During the six months ended
June 30, 2024, we recognized approximate
ly $
370
thousand in acquisition
-related costs, which were included within “Gain on remeasurement of previously held interest” in our condensed consolidated statements of operations.
The following table summarizes the fair value of GKBH’s assets and liabilities at the acquisition date, and the resulting goodwill.
(in thousands)
Purchase price of
50
% interest in GKBH
$
6,000
Acquisition-date fair value of previously held interest (Level 2)
4,286
Fair value of GKBH at acquisition date
10,286
(in thousands)
Cash
$
24
Accounts Receivable
96
Inventories
22
Prepaid and Other assets
118
Deposits
67
Property and equipment
745
Operating lease right-of use assets
3,851
Liabilities assumed
(
4,135
)
Total identifiable net assets
$
788
Goodwill
9,498
$
10,286
Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects that a portion of the goodwill balance to be deductible for tax purposes over a period of
15 years
. Goodwill is primarily attributed to growth and efficiency opportunities, expected synergies from combining the operations with the Company, and the assembled workforce.
The following table presents unaudited supplemental consolidated pro forma results as if the acquisition of GKBH had occurred on January 1, 2024.
13
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
Three months ended June 30,
Six months ended June 30,
(in thousands, except per share data)
2025
2024
2025
2024
Revenue
$
55,041
$
53,860
$
112,377
$
106,449
Net income before taxes
(
1,814
)
2,075
(
3,930
)
2,828
Earnings per common share:
Basic and diluted
$
(
0.05
)
$
0.06
$
(
0.11
)
$
0.08
(4)
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and investments. The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents approximate fair value because of the short-term maturity of those instruments. Fair value measurements are classified and disclosed in one of the following three categories:
Level 1
- Quoted prices in active markets for identical assets or liabilities.
Level 2
- Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets of liabilities.
As of
June 30, 2025, all of the Company's financial assets that were subject to fair value measurement were valued using observable inputs. The Company's financial assets valued based on Level 1 inputs consist of cash and money market funds. The Company's financial assets based on Level 1 inputs consist of U.S. treasury securities.
Fair Value Measurements at June 30, 2025
(in thousands)
Total
Level 1
Level 2
Level 3
Money Market Account (included in Cash and Cash Equivalents)
$
896
$
896
$
—
$
—
U.S. Treasury Securities (included in Cash and Cash Equivalents)
$
4,534
$
4,534
$
—
$
—
Fair Value Measurements at December 31, 2024
Money Market Account (included in Cash and Cash Equivalents)
$
6,459
$
6,459
$
—
$
—
U.S. Treasury Securities (included in Cash and Cash Equivalents)
$
14,317
$
14,317
$
—
$
—
14
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
(5)
Property and Equipment, Net
The costs and related accumulated depreciation and amortization of major classes of property:
For the period ended
(in thousands)
June 30, 2025
December 31, 2024
Equipment
19,778
16,597
Furniture and fixtures
7,882
6,678
Leasehold improvements
66,056
55,275
Other assets
414
414
Construction in progress
13,266
12,809
$
107,396
$
91,773
Less accumulated depreciation and amortization
(
43,418
)
(
39,134
)
Property and Equipment, Net
$
63,978
$
52,639
The construction in progress balance on each of June 30, 2025 and December 31, 2024 is related to new restaurants being developed for openings expected in 2025.
Total depreciation and amortization for the three months ended June 30, 2025 and 2024
was $
2.3
million and $
1.7
million, respectively, of which $
1
thousand and $
5
thousand for those periods, respectively, was related to assets acquired under a finance lease.
Total depreciation and amortization for the six months ended June 30, 2025 and 2024
was $
4.3
million and $
3.3
million, respectively, of which $
1
thousand and $
36
thousand for those periods, respectively, was related to assets acquired under a finance lease.
(6)
Gift Cards
Total deferred revenue related to gift cards include the full value of the unredeemed gift card balances less recognized breakage and the unamortized portion of third-party fees.
The following table presents information related to gift cards:
(in thousands)
Six months ended June 30, 2025
Gift card liabilities:
Beginning Balance
$
5,983
Gift Card Activations
4,714
Gift Card Redemptions
(
6,419
)
Gift Card Breakage
(
1,387
)
Ending Balance
$
2,891
(7)
Line of Credit
On February 18, 2024, the Company finalized an agreement with WDI International, Inc. to acquire the remaining
50
% ownership stake in GKBH, along with securing rights for participation in upcoming restaurant ventures in Hawaii, at a valuation of $
6.0
million. Subsequently, on the same date, the Company disbursed $
3.0
million in cash and committed to a promissory note amounting to $
3.0
million as per the terms of the agreement. The note was non-interest bearing and was due August 16, 2024, at which time the note was paid in full on August 16, 2024.
15
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
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. As of June 30, 2025
, the balance was $
0
.
(8)
Notes Payable
Notes Payable to Bank
During the third quarter of 2024, the Company entered into a loan agreement with a bank in the amount of $
3.0
million with a maturity date of
June
26, 2026
, at a variable interest rate which is defined as the Wall Street Journal Prime Rate
plus
0.25
%, resulting in an interest rate of
7.75
% a
s of June 30, 2025. The balance as of June 30, 2025
was $
1.5
million.
On April 25, 2025, the Company entered into a loan agreement with PCB Bank in the amount of $
2.0
million with a maturity date of
April 25, 2027
at a variable interest rate which is defined as the Wall Street Journal Prime Rate
plus
0.25
%, resulting in an interest rate
of
7.75
% as of
June 30, 2025. The balance as of June 30, 2025
was $
1.8
million.
Economic Injury Disaster Loan (“EIDL”)
On July 1, 2020, the Company executed the standard loan documents for six restaurants required for securing an EIDL loan from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan assistance program. This assistance was sought in light of the impact of the COVID-19 pandemic on the Company’s business.
As of both June 30, 2025 and December 31, 2024, the total principal amounts of the EIDLs were
$
4.3
million and $
4.4
million, respectively, and the proceeds were used for working capital purposes. Interest accrues on the EIDL loans at
3.75
% per annum. Installment payments, including principal and interest, are due
monthly
beginning twelve months from the origination date of each loan. The balance of principal and interest is payable over
thirty years
from the date of the promissory note.
Note Payable to Landlord
In August 2017, GEN Fremont entered into a note agreement with a landlord. The Company is making equal monthly payments on this note which has a
July 2027
maturity date, with an interest rate of
8.00
% per annum. As of
June 30, 2025 and December 31, 2024
, the loan balance outstanding was $
167
thousand and $
203
thousand, respectively.
Total Obligations of Notes Payable
The aggregate maturities of all third party notes payable as of
June 30, 2025:
(in thousands)
2025 - remaining
$
2,780
2026
866
2027
151
2028
117
2029
122
Thereafter
3,797
$
7,833
Less current portion of notes payable
(
2,898
)
Long term portion
$
4,935
(9)
Related Party Notes Payable
During 2022, the Members loaned $
1.9
million to the Company, at an interest rate of
3.00
% per year and a maturity date of
November 25, 2024
. The balance was $
0
at each of
June 30, 2025 and December 31, 2024.
16
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
Interest expense incurred for the related party debt line item for the three months ended June 30, 2025 and June 30, 2024
, was $
0
and $
25
thousand, respectively.
Interest expense incurred for the related party debt line item for the six months ended June 30, 2025, and 2024 was $
0
and $
50
thousand, respectively.
(10)
Leases
At inception of a contract, the Company assesses whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by the Company. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (finance lease) or not (operating lease). The Company has operating and finance leases for its corporate office, restaurant locations, office equipment and kitchen equipment. Our leases have remaining lease terms of less than
one year
to up to
25
years, including options to extend many of the leases. For leases with renewal periods at the Company’s option, the Company determines the expected lease period based on whether the renewal of any options are reasonably assured at the inception of the lease.
Operating leases are accounted for on the condensed consolidated balance sheets with the lease assets and liabilities recognized in “Operating lease assets,” - “Operating lease liabilities, current,” and “Operating lease liabilities, net of current portion”.
Lease assets and liabilities are recognized at the lease commencement date. All lease liabilities are measured at the present value of the lease payments not yet paid. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the maturities of the leases. We estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. Operating lease assets are initially measured based on the lease liability, adjusted for initial direct costs, prepaid or deferred rent, and lease incentives. The operating lease liabilities are subsequently measured at the carrying amount of the lease liability adjusted for initial direct costs, prepaid or accrued lease payments, and lease incentives.
The following table summarizes the operating and finance lease activities to the condensed consolidated statements of operations and balance sheets for the periods ended
June 30, 2025 and June 30, 2024:
(in thousands)
Three months ended June 30,
Six months ended June 30,
Operating lease cost
Classification
2025
2024
2025
2024
Operating lease cost
Occupancy and related expenses, and General and administrative expenses
$
3,587
$
2,988
$
6,972
$
5,747
Variable lease cost
Occupancy and related expenses, and General and administrative expenses
1,661
1,401
3,459
2,935
Total operating lease cost
$
5,248
$
4,389
$
10,431
$
8,682
Supplemental balance sheet information related to leases:
Operating leases
(in thousands)
June 30, 2025
December 31, 2024
Operating lease assets
$
142,025
$
131,542
Operating lease liabilities, current
6,351
5,221
Operating lease liabilities, net of current portion
159,898
147,898
Total operating lease liabilities
$
166,249
$
153,119
Finance lease assets, net
(in thousands)
June 30, 2025
December 31, 2024
Property and equipment
$
17
$
447
Accumulated depreciation
(
1
)
(
446
)
Property and equipment, net
$
16
$
1
17
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
Finance lease liabilities
(in thousands)
June 30, 2025
December 31, 2024
Obligations under finance leases, current
$
6
$
26
Obligations under finance leases, net of current portion
11
—
Total finance lease liabilities
$
17
$
26
June 30, 2025
Weighted-Average Remaining Lease Term (Years)
-
Operating leases
15.3
Finance leases
2.9
Weighted-Average Discount Rate
Operating leases
7.0
%
Finance leases
7.3
%
Maturities of lease liabilities as of
June 30, 2025:
(in thousands)
Operating Leases
Finance Leases
2025 - remaining
$
7,973
$
3
2026
17,184
6
2027
17,594
6
2028
17,846
3
2029
18,139
—
Thereafter
207,613
—
Total undiscounted lease payments
$
286,349
$
18
Present value discount/interest
(
120,100
)
(
1
)
Present value
166,249
17
Lease liabilities, current
6,351
6
Lease liabilities, net of current
159,898
11
Total operating lease liability
$
166,249
$
17
As of June 30, 2025
, the Company had additional operating leases related to new restaurants the Company has not yet taken possession of that will total $
60.4
million in future lease payment commitments. These operating leases are expected to commence later in fiscal year 2025 and have lease terms, including option periods, of
20
to
25
years.
The Company was obligated under finance leases covering certain property and equipment that expire at various dates.
On
June 30, 2025 and June 30, 2024 the gross amounts of property and equipment and related accumulated depreciation and amortization recorded under finance leases were as follows:
(in thousands)
June 30, 2025
June 30, 2024
Property and equipment
$
17
444
Less accumulated depreciation and amortization
(
1
)
(
442
)
Property and equipment, net
$
16
$
2
Amortization of assets held under finance leases is included with depreciation expense in the condensed consolidated statements of operations.
(11)
Commitments and Contingencies
(a)
Commitments
On November 23, 2016, pursuant to the U.S. government’s Immigrant Investor Program, commonly known as the EB-5 program (the “EB-5 Program”), Gen Restaurant Investment, LLC entered into an operating agreement with an investor (the “EB-5 Investor”). Under the terms and conditions of the EB-5 Program, the Company is subject to certain job creation requirements.
18
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
As part of the EB-5 Program operating agreement, Gen Restaurant Investment, LLC issued
three
units of Series II Preferred Member Interest in exchange for a
30
% interest and received $
1.5
million, recorded as equity. Five years from the date of issue, (the “Conversion Date”), or after approval of the l-829 petition to USCIS, if later, the EB-5 Investor has the option to convert the Series II Units into Series I Units. If the EB-5 Investor does not exercise the conversion option, the Company may exercise its call option to purchase the EB-5 Investor’s interests at fair market value. If approval of the preferred member's I-526 immigration application is denied, the Company is required to repurchase the preferred member's units for $
1.5
million.
Accordingly, this has been presented as mezzanine equity, not permanent equity, in the accompanying condensed consolidated balance sheets.
(b)
Contingencies
The Company and its related entities are involved in various claims and legal actions arising in the ordinary course of business. The outcomes of these actions are not predictable but the Company does not believe that the ultimate resolution of these other actions will have a material adverse effect on its financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims, could materially and adversely affect its business, financial condition, results of operations or cash flows.
The Company is a party to several lawsuits brought in Los Angeles County, California by ex-employees alleging labor law violations. The Company plans to continue to defend against these claims and does not expect the outcome of the lawsuit to have a material impact on the financial statements of the Company.
(12)
Income Taxes
A
s a result of the IPO and related transactions the Company owns a portion of the common units of the Operating Company, which is treated as a partnership for U.S. federal, and most applicable state and local income tax purposes. As a partnership, the Operating Company is generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company is passed through to and included in the taxable income or loss of its Members in accordance with the terms of the Operating Agreement. The Company is subject to U.S. federal, state and local income taxes based on its share of the Operating Company’s pass-through taxable income.
The effective tax rate differs from the statutory tax rate primarily due to the Operating Company’s pass-through structure for U.S. income tax purposes.
For the six months ended June 30, 2025, the Comp
any did
no
t have any unrecognized tax benefits
as a result of tax positions taken during a prior period or during the current period.
No
interest or penalties have been recorded as a result of tax uncertainties.
For the three months ended June 30, 2025 and 2024, the Company recorded an income tax (bene
fit) expense of ($
116
) thousand
and $
11
thousand, r
espectively. The Company’s effective income tax rate before discrete items for the three months ended June 30, 2025 and 2024
was
9.22
% and
1.13
%, respectively.
For the six months ended June 30, 2025 and 2024
, the Company recorded an income tax (benefit) expense of ($
268
) thousand and $
83
thousand, respectively. The Company’s effective income tax rate before discrete items for the
six months ended June 30, 2025 and 2024
was
8.07
% and
1.34
%, respectively.
Tax Receivable Agreement (“TRA”)
GEN Inc. entered into the TRA, with the Operating Company and each of the Members that provides for the payment by GEN Inc. to the Members of
85
% of the amount of tax benefits, if any, that the Company may actually realize (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by GEN Inc. or exchanges of Class A Common Units described above in “Note 1—Organization and Description of Business” and (ii) certain other tax benefits attributable to payments made under the TRA.
19
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining
15
% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate.
As of June 30, 2025 and December 31, 2024
, the Company had a liability related to its projected obligations under the TRA of $
1.1
million
and $
691
thousand, respectively, which is reflected on the Company’s condensed consolidated balance sheets in “Tax receivable agreement liability”. During the
six months ended June 30, 2025
, GEN Inc. did
no
t make any payments to members of the Operating Company pursuant to the TRA.
(13)
Non-Controlling Interest
As discussed in “Note 1 – Organization and Description of Business,” the Company consolidates the financial results of the Operating Company and reports a non-controlling interest related to the Class B Common Units held by non-controlling interest holders on its consolidated statements.
As of June 30, 2025, the Company own
ed
15.8
% of the e
conomic interests in the Operating Company, with the remaining
84.2
% of the economic interest owned by non-controlling interest holders. The non-controlling interests on the accompanying condensed consolidated statements of operations represents the portion of the income attributable to the economic interests in the Operating Company held by the non-controlling holders of Class B Common Units calculated based on the weighted-average non-controlling interests’ ownership during the periods presented.
(14)
Other Related-Party Transactions
For the three and six months ended June 30, 2024 the Company purc
hased approximately $
189
thousand and $
424
thousand, respectively, of supplies from Pacific Global (“PGD”), which is
100
% owned by Mr. Jae Chang, a member of our Board of Directors;
no
purchases were made during the
three and six months ended June 30, 2025
and there were
no
outstanding obligations from PGD during this period.
As of June 30, 2025, GEN Mountain View, LP had a related party account payable to a company owned by Mr. David Kim, our Chief Executive Officer, for the purchase of fixed assets during 2018. The balance as of June 30, 2025 w
as $
47
thousan
d.
(15)
Net Income per Share
Basic net income per share of Class A common stock is computed by dividing net income attributable to GEN Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net income per share of Class A common stock is computed by dividing net income attributable to GEN Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. Diluted net income per share for any periods for which loss per share is presented is the same as basic net income per share as the inclusion of potentially issuable shares would be antidilutive.
20
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
A calculation of the numerator and denominator used in the calculation of basic and diluted net income per share of Class A common stock is as follows:
Three months ended June 30,
Six months ended June 30,
(in thousands, except per share data)
2025
2024
2025
2024
Numerator:
Net (loss) income
$
(
1,698
)
$
2,064
$
(
3,662
)
$
5,761
Less: Net (loss) income attributable to non-controlling interest
(
1,437
)
1,787
(
3,100
)
4,990
Net (loss) income attributable to Class A common stockholders
$
(
261
)
$
277
$
(
562
)
$
771
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted
5,132
4,572
5,073
4,446
Net (loss) income per share of Class A common stock - basic and diluted
$
(
0.05
)
$
0.06
$
(
0.11
)
$
0.17
For the three and six months ended June 30, 2025 and June 30, 2024
,
27,682,719
a
nd
27,886,912
, respectively, shares of Class B common stock was excluded from the weighted-average in the computation of diluted net income per share of Class A common stock because the effect would have been anti-dilutive. In addition, for the
three and six months ended June 30, 2025 and 2024
,
372,600
warrants in each period, and
928,000
and
1,092,000
restricted stock units, respectively, were excluded from the calculation of weighted average shares outstanding in the calculation of diluted net (loss) income per share of Class A common stock because their effect would have been anti-dilutive.
Shares of Class B common stock do not share in the earnings or losses of GEN Inc. and are therefore not participating securities. Separate calculations of basic and diluted net income per share for Class B common stock have not been presented.
(16)
Stock-Based Compensation
In connection with the IPO, the Company granted restricted stock units (“RSUs”) to certain team members that generally vest on the
five-year
anniversary of the grant date, or over a
five-year
period with vesting of
20
% each year. The non-employee directors of the Company received RSUs that vested on the first anniversary of the grant date, subject to the grantee's continued service through the vesting period, or upon termination from the Board of Directors for any reason other than for cause, a prorated portion of the shares vest on the termination date. The total stock-based compensation for the
three and six months ended June 30, 2025
was $
734
thousand and $
1.5
million, respectively, and is included in general and administrative expenses.
Number of RSUs
RSUs
(in thousands)
Non-vested as December 31, 2024
928
Granted
—
Vested
—
Canceled
—
Non-vested as of June 30, 2025
928
The aggregate fair value of the RSU's granted during the year ended December 31, 2023 was $
14.6
million. The unrecognized stock-based compensation of $
8.5
million as of
June 30, 2025
, will be recognized through July 2028. The Company issued
372,600
(or
9
% of the shares of common stock sold in the offering) warrants in connection with the IPO transaction to the underwriters. The warrants expire
five years
after the effective date of the registration and can be exercised on a cashless basis. As a result, the conversion of some or all of the warrants may dilute the ownership interests of existing shareholders.
21
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
(17
)
Cash Paid for Common Stock Purchased
The Company has a stock buyback program to repurchase up to $
5.0
million worth of shares of the Company’s outstanding Class A common stock. During the three and six months ended June 30, 2025, the Company purchased
0
and
33,388
shares of Class A common stock for a total of $
0
and
200
thousand, respectively.
The stock repurchase program does not obligate the Company to acquire any particular amount of Class A common stock, and it may be suspended or discontinued at any time.
A summary of common stock repurchases for the
three and six months ended June 30, 2025 is as follows:
(in thousands, except share and per share data)
Total Number
of Shares
Purchased
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs
(1)
Approximate
Dollar Value
of Shares
that May Yet
Be Purchased
Under the
Programs
January 1, 2025 thru March 31, 2025
33,388
$
5.94
33,388
$
4,800
April 1, 2025 thru June 30, 2025
—
—
—
—
Total
33,388
33,388
$
4,800
22
GEN RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025 and 2024
(18) Segment Information
The Company operates
50
Ge
n Korean BBQ restaurants in the United States and South Korea. The CODM is the
Chief Executive Officer
. The Company determined it has
one
reportable segment, as the CODM regularly reviews restaurant operations and financial performance at a consolidated level.
The CODM uses net income to allocate resources (including labor, technology and capital resources) for the single segment to make decisions regarding annual budget, new restaurant openings, entering new geographic markets, landlord and vendor negotiation, marketing decisions, pursuing new business ventures and driving the Company’s mission.
Three months ended June 30,
Six months ended June 30,
(in thousands)
2025
2024
2025
2024
Segment revenue
$
55,041
$
53,860
$
112,377
$
104,620
Less:
Food cost
18,623
17,700
37,885
34,668
Payroll and benefits
16,561
16,362
34,749
32,514
Occupancy expenses
5,121
4,389
10,212
8,682
Operating expenses
5,905
5,358
11,831
10,457
Depreciation and amortization
2,257
1,735
4,284
3,300
Pre-opening costs
2,051
1,645
4,699
3,547
Segment Income from Operations
4,523
6,671
8,717
11,452
Reconciliation:
General and administrative
6,403
5,058
12,773
9,731
Gain on remeasurement of previously held interest
—
—
—
3,402
Interest income, net
67
262
127
538
Other loss
(
300
)
—
(
300
)
—
Loss on foreign currency
(
14
)
—
(
14
)
—
Employee retention credits
313
200
313
200
Equity in loss of equity method investee
—
—
—
(
17
)
Net (loss) income before taxes
$
(
1,814
)
$
2,075
$
(
3,930
)
$
5,844
(19)
Subsequent Events
The Company and its related parties evaluated subsequent events from the balance sheet date through August 6, 2025, the date at which the condensed consolidated financial statements were issued.
On July 4, 2025, the U.S. enacted H.R. 1 “A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14,” commonly referred to as the One Big Beautiful Bill Act. Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and our effective tax rate in the future and we continue to evaluate the impacts the new legislation will have on the Condensed Consolidated Financial Statements. As a result of the enactment of H.R. 1, we anticipate an impact to the deferred tax liability and income tax payable related to the provisions for the
100
% bonus depreciation for assets placed in service after January 19, 2025. We do not expect any material change to our ongoing statutory tax rate as a result of this legislation.
During July 2025 the Company opened
two
restaurants: one in Waco, Texas and one in El Paso, Texas.
23
Ite
m 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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.
24
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:
Twelve Months Ended June 30,
2025
2024
(in thousands)
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
25
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,
Six Months Ended June 30,
2025
2024
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:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Restaurant activity
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.
26
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 $200 thousand of these credits were received and recorded in total for each period, respectively.
Gain on remeasurement of previously held interest
.
Consists of a one-time gain from the business acquisition of GKBH (a restaurant in Hawaii) during the first quarter of 2024.
Other loss.
Consists of legal settlement accrual.
Gain (loss) on foreign currency.
Represents the foreign currency transaction gains and losses in South Korea.
Interest income, net.
Interest income, net reflects income earned on deposits, net of cash and non-cash charges related to our outstanding debt and finance lease obligations.
Equity in loss of equity method investee.
Equity in loss of equity method investee reflects our 50% ownership in GKBH that was accounted for using the equity method until the date of acquisition on February 18, 2024.
(Benefit) provision for income taxes.
Represents federal, state, and local current and deferred income tax (benefit) expense.
27
Results of Operations for the Three Months Ended June 30, 2025 and June 30, 2024
The following table presents selected comparative results of operations for the three months ended June 30, 2025 and June 30, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods.
Three Months Ended June 30,
Increase/(Decrease)
($ amounts in thousands)
2025
2024
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.
29
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 $262 thousand during the three months ended June 30, 2024. The net interest income was primarily due to the interest income earned on the proceeds from the IPO transaction.
Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024
Six Months Ended June 30,
Increase/(Decrease)
($ amounts in thousands)
2025
2024
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.
31
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)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
EBITDA:
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.
32
(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,
Six Months Ended June 30,
2025
2024
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.
33
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:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except per share amounts)
2025
2024
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.
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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:
Six Months Ended June 30,
2025
2024
(amounts in thousands)
Summary of Cash Flows
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.
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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
36
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.
37
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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%.
Ite
m 4. Controls and Procedures.
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.
38
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.
39
PART II—OTHE
R INFORMATION
Ite
m 1. Legal Proceedings.
We are subject to various legal proceedings and claims that arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe the ultimate resolution of the current matters will have a material adverse effect on our business, financial condition, results of operations or cash flows. For further details, see “Contingencies” in “Note 11 - Commitments and Contingencies” to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Ite
m 1A. Risk Factors.
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.
Ite
m 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable.
Ite
m 3. Defaults Upon Senior Securities.
Not Applicable.
Ite
m 4. Mine Safety Disclosures.
Not applicable.
Ite
m 5. Other Information
Trading Arrangements
None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
adopted
,
modified
, or
terminated
any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended
June 30, 2025.
40
Ite
m 6. Exhibits.
Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
41
SIG
NATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GEN Restaurant Group, Inc.
Date: August 6, 2025
By:
/s/ David Kim
David Kim
Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 2025
By:
/s/ Thomas V. Croal
Thomas V. Croal
Chief Financial Officer
(Duly Authorized Officer, Principal Financial and Accounting Officer)
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