SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THESECURITIES EXCHANGE ACT OF 1934 
|- | -------------------------------------------------------------------------------------------------
|  |                                                                                                  
|  | For the quarterly period ended March 28, 2007or                                                  
|  |                                                                                                  
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THESECURITIES EXCHANGE ACT OF 1934
|  |                                                                                                  

For the transition period from __________ to __________Commission File No. 333-115644

EPL Intermediate, Inc.(Exact Name of Registrant as Specified in Its Charter)

|Delaware                                 |  | 13-4092105         
|---------------------------------------- |  | -------------------
|(State or Other Jurisdiction of          |  | (I.R.S. Employer   
|Incorporation or Organization)           |  | Identification No.)
|                                        
|3333 Michelson Drive, Suite 550          |  |                    
|Irvine, California                       |  | 92612              
|(Address of Principal Executive Offices) |  | (Zip Code)         

(949) 399-2000(Registrants Telephone Number, Including Area Code)

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 o   Nox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):

|Large Acceleratedo | FilerAccelerated
    Filero | Non-Accelerated
    Filerx
|------------------ | --------------------------- | --------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso     NoxAs of May 14, 2007, the registrant had 100 shares
of its common stock, $.01 par value, outstanding.

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TABLE OF CONTENTS

|Item                           |    |  |                                                                            | Page
|------------------------------ | -- |  | -------------------------------------------------------------------------- | ----
|                              
|                              
|PART I  FINANCIAL INFORMATION
|1                              | .  |  | Condensed Consolidated Financial Statements (Unaudited)                    |     
|2                              | .  |  | Managements Discussion and Analysis of Financial Condition and Results of |     
|                               |    |  | Operations                                                                 |     
|3                              | .  |  | Quantitative and Qualitative Disclosures About Market Risk                 |     
|4                              | .  |  | Controls and Procedures                                                    |     
|                              
|PART II  OTHER INFORMATION   
|1                              | .  |  | Legal Proceedings                                                          |     
|1                              | A. |  | Risk Factors                                                               |     
|6                              | .  |  | Exhibits                                                                   |     

2

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

EPL
      INTERMEDIATE, INC.  (A Wholly Owned Subsidiary of El Pollo
    Loco Holdings, Inc.)   CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)  (Amounts in thousands)




|                                                                  |  | DECEMBER
          27, |             | MARCH
          31,
|----------------------------------------------------------------- |  | ---------------------- | ----------- | -------------------
|ASSETS                                                            |  | 2006                   |             | 2007               
|CURRENT ASSETS:                                                   |  |                        |             |                    
|Cash
        and cash equivalents                                 |  | $                      | 2,955       |                    
|Notes
        and accounts receivable--net                        |  |                        | 3,564       |                    
|Inventories                                                       |  |                        | 1,560       |                    
|Prepaid
        expenses and other current assets                 |  |                        | 3,835       |                    
|Income
        taxes receivable                                   |  |                        | 68          |                    
|Deferred
        income taxes                                     |  |                        | 799         |                    
|                                                                  |  |                        |             |                    
|Total
        current assets                                      |  |                        | 12,781      |                    
|                                                                  |  |                        |             |                    
|PROPERTY OWNED--Net                                               |  |                        | 73,842      |                    
|                                                                  |  |                        |             |                    
|PROPERTY HELD UNDER
        CAPITAL                               |  |                        |             |                    
|LEASES--Net                                                       |  |                        | 1,634       |                    
|                                                                 
|GOODWILL                                                          |  |                        | 277,514     |                    
|                                                                  |  |                        |             |                    
|DOMESTIC TRADEMARKS--Net                                          |  |                        | 120,700     |                    
|                                                                  |  |                        |             |                    
|OTHER INTANGIBLE ASSETS--Net                                      |  |                        | 11,982      |                    
|                                                                  |  |                        |             |                    
|OTHER ASSETS                                                      |  |                        | 10,595      |                    
|                                                                  |  |                        |             |                    
|TOTAL ASSETS                                                      |  | $                      | 509,048     |                    
|                                                                  |  |                        |             |                    
|See notes
        to condensed consolidated financial statements. |  |                        | (continued)

3

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EPL
      INTERMEDIATE, INC.  (A Wholly Owned Subsidiary of El Pollo
    Loco Holdings, Inc.)   CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)  (Amounts in thousands, except share data)




|                                                                  |  | DECEMBER
          27, |         | MARCH
          31,
|----------------------------------------------------------------- |  | ---------------------- | ------- | -------------------
|                                                                  |  | 2006                   |         | 2007               
|LIABILITIES AND STOCKHOLDER'S
          EQUITY                    |  |                        |         |                    
|                                                                 
|CURRENT LIABILITIES:                                              |  |                        |         |                    
|Revolving
        credit facility                                 |  | $                      | 3,000   |                    
|Current
        portion of note payable                           |  |                        | 1,306   |                    
|Current
        portion of obligations under                      |  |                        |         |                    
|capital
        leases                                            |  |                        | 1,313   |                    
|Accounts
        payable                                          |  |                        | 9,821   |                    
|Accrued
        salaries                                          |  |                        | 3,665   |                    
|Accrued
        vacation                                          |  |                        | 1,834   |                    
|Accrued
        insurance                                         |  |                        | 3,869   |                    
|Accrued
        interest                                          |  |                        | 2,709   |                    
|Accrued
        advertising                                       |  |                        | 1,358   |                    
|Other accrued
        expenses and current liabilities            |  |                        | 4,307   |                    
|                                                                 
|Total
        current liabilities                                 |  |                        | 33,182  |                    
|                                                                 
|NONCURRENT LIABILITIES:                                           |  |                        |         |                    
|Senior secured
        notes (2009 Notes)                         |  |                        | 250     |                    
|Senior unsecured
        notes (2013 Notes)                       |  |                        | 123,646 |                    
|PIK Notes
        (2014 Notes)                                    |  |                        | 26,319  |                    
|Note payable--less
        current portion                        |  |                        | 102,410 |                    
|Obligations
        under capital leases--less                    |  |                        |         |                    
|current
        portion                                           |  |                        | 3,943   |                    
|Deferred
        income taxes                                     |  |                        | 34,247  |                    
|Other intangible
        liabilities--net                         |  |                        | 7,434   |                    
|Other noncurrent
        liabilities                              |  |                        | 4,903   |                    
|                                                                 
|Total
        noncurrent liabilities                              |  |                        | 303,152 |                    
|                                                                 
|COMMITMENTS AND CONTINGENCIES                                     |  |                        |         |                    
|                                                                 
|STOCKHOLDER'S EQUITY                                              |  |                        |         |                    
|Common stock, $.01
        par value--20,000 shares               |  |                        |         |                    
|authorized;
        100 shares issued and outstanding             |  |                        | -       |                    
|Additional
        paid-in-capital                                |  |                        | 172,665 |                    
|Retained
        earnings                                         |  |                        | 49      |                    
|                                                                 
|Total stockholder's
        equity                                |  |                        | 172,714 |                    
|                                                                 
|TOTAL                                                             |  | $                      | 509,048 |                    
|                                                                 
|See notes to condensed
        consolidated financial statements. |  |                        |         |                    

4

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EPL
      INTERMEDIATE, INC.  (A Wholly Owned Subsidiary of El Pollo
    Loco Holdings, Inc.)   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)  (Amounts in thousands)




|                                      |  | 13
          Weeks Ended March 31,
|------------------------------------- |  | ----------------------------------
|                                      |  | 2006                              
|OPERATING REVENUE:                    |  |                                   
|Restaurant
        revenue            |  | $                                 
|Franchise
        revenue             |  |                                   
|                                      |  |                                   
|Total
        operating revenue       |  |                                   
|                                      |  |                                   
|OPERATING EXPENSES:                   |  |                                   
|Product
        cost                  |  |                                   
|Payroll
        and benefits          |  |                                   
|Depreciation
        and amortization |  |                                   
|Other
        operating expenses      |  |                                   
|                                      |  |                                   
|Total
        operating expenses      |  |                                   
|                                      |  |                                   
|OPERATING INCOME                      |  |                                   
|                                      |  |                                   
|INTEREST EXPENSE--Net                 |  |                                   
|                                      |  |                                   
|INCOME BEFORE PROVISION               |  |                                   
|FOR
        INCOME TAXES              |  |                                   
|                                      |  |                                   
|PROVISION FOR INCOME
        TAXES    |  |                                   
|                                      |  |                                   
|NET INCOME                            |  | $                                 

See notes to condensed consolidated financial statements.

5

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EPL
      INTERMEDIATE, INC.  (A Wholly Owned Subsidiary of El Pollo
    Loco Holdings, Inc.)   CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS  (Amounts in thousands)




|                                                                      |  | 13
          Weeks Ended March 31, |       
|--------------------------------------------------------------------- |  | ---------------------------------- | ------
|                                                                     
|                                                                      |  | 2006                               |       
|CASH FLOWS FROM OPERATING                                             |  |                                    |       
|ACTIVITIES:                                                           |  |                                    |       
|Net income                                                            |  | $                                  | 9     
|Adjustments
        to reconcile net income to net                    |  |                                    |       
|cash
        provided by operating activities:                        |  |                                    |       
|Depreciation
        and amortization of property                     |  |                                    |       
|and
        intangible assets                                         |  |                                    | 2,376 
|Stock-based
        compensation expense                              |  |                                    | 29    
|Interest
        accretion                                            |  |                                    | 883   
|Gain
        on disposal of assets                                    |  |                                    | -     
|Amortization
        of deferred financing costs                      |  |                                    | 325   
|Amortization
        of negative leasehold interest                   |  |                                    | (125  
|Deferred
        income taxes                                         |  |                                    | -     
|Changes
        in operating assets and liabilities:                  |  |                                    |       
|Notes
        and accounts receivable--net                            |  |                                    | (399  
|Inventories                                                           |  |                                    | 78    
|Prepaid
        expenses and other current assets                     |  |                                    | (1,038
|Income
        taxes receivable / payable                             |  |                                    | 235   
|Other
        assets                                                  |  |                                    | (5    
|Accounts
        payable                                              |  |                                    | 253   
|Accrued
        salaries and vacation                                 |  |                                    | 2,050 
|Accrued
        insurance                                             |  |                                    | 2     
|Other
        accrued expenses and current and noncurrent liabilities |  |                                    | 3,967 
|                                                                     
|Net
        cash provided by operating activities                     |  |                                    | 8,640 
|                                                                     
|CASH FLOW FROM INVESTING                                              |  |                                    |       
|ACTIVITIES:                                                           |  |                                    |       
|Proceeds
        from asset disposition                               |  |                                    | -     
|Purchase
        of property                                          |  |                                    | (2,147
|Payment
        of acquisition costs                                  |  |                                    | (344  
|                                                                     
|Net
        cash used in investing activities                         |  |                                    | (2,491
|                                                                     
|CASH FLOWS FROM FINANCING                                             |  |                                    |       
|ACTIVITIES:                                                           |  |                                    |       
|Repurchase
        of common stock                                    |  |                                    | (22   
|Payment
        of obligations under capital leases                   |  |                                    | (290  
|Payments
        on debt                                              |  |                                    | (3,036
|Deferred
        financing costs                                      |  |                                    | (1    
|                                                                     
|Net
        cash used in financing activities                         |  |                                    | (3,349
|                                                                     
|See notes to condensed
        consolidated financial statements.     |  | (continued)                        |       

6

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EPL INTERMEDIATE, INC.(A Wholly Owned Subsidiary of El Pollo Loco Holdings, Inc.)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands)

|                                                                           |  | 13
          Weeks Ended March 31,
|-------------------------------------------------------------------------- |  | ----------------------------------
|                                                                           |  | 2006                              
|INCREASE IN CASH AND                                                       |  |                                   
|CASH EQUIVALENTS                                                           |  | $                                 
|                                                                          
|CASH AND CASH EQUIVALENTS--                                                |  |                                   
|Beginning
        of period                                                |  |                                   
|                                                                          
|CASH AND CASH EQUIVALENTS--                                                |  |                                   
|End of
        period                                                      |  | $                                 
|                                                                          
|SUPPLEMENTAL DISCLOSURE
        OF CASH FLOW                               |  |                                   
|INFORMATION--Cash
        paid during the period for:                      |  |                                   
|Interest
        (net of amounts capitalized)                              |  | $                                 
|                                                                          
|Income
        taxes                                                       |  | $                                 
|                                                                          
|                                                                          
|SUPPLEMENTAL SCHEDULE
        OF NON-CASH INVESTING ACTIVITIES:            |  |                                   
|Unpaid
        purchases of property and equipment                         |  | $                                 
|                                                                          
|Recording
        of amounts due to predecessor stockholders in connection |  | $                                 
|with acquisition                                                           |  |                                   
|                                                                          
|                                                                          
|                                                                          
|See notes to condensed
        consolidated financial statements.          |  | (concluded)                       

7

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EPL INTERMEDIATE, INC.(A Wholly-Owned Subsidiary of El Pollo Loco Holdings, Inc.)NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying condensed consolidatedfinancial statements are unaudited. EPL Intermediate, Inc. (Intermediate)
and its wholly owned subsidiary El Pollo Loco, Inc. (EPL and collectively with Intermediate, the Company,) prepared these condensed consolidated financial statements in accordance with Article 10 of Regulation S-X. In
compliance with those instructions, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or
omitted.

The accompanying condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair
presentation of its financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire
year.

The accompanying condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and the related notes thereto
included in the Companys Annual Report on Form 10-K for the year ended December 27, 2006 (File No. 333-115644) as filed with the Securities and Exchange Commission (the Commission) on March 23, 2007.

The Company uses a 52-, 53-week fiscal year ending on the last Wednesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations; in a 53-week fiscal year,
the first, second and third quarters each include 13 weeks of operations and the fourth quarter includes 14 weeks of operations. Fiscal year 2006, which ended December 27, 2006, and fiscal year 2007, which will end December 26, 2007, are both
52-week fiscal years. For simplicity of presentation, the Company has described the 13-week periods ended March 29, 2006 and March 28, 2007 as March 31, 2006 and 2007, respectively.

The Company is a wholly-owned subsidiary of El Pollo Loco Holdings, Inc. (Holdings), which is a wholly owned indirect subsidiary of Chicken Acquisition Corp (CAC) which
is owned by Trimaran Pollo Partners, LLC (the LLC). The Companys activities are performed principally through its wholly-owned subsidiary, EPL, which develops, franchises, licenses, and operates quick-service restaurants under the
name El Pollo Loco®.

2. Acquisition of the Company

On September 27, 2005, Holdings entered into a stock purchase agreement (the Stock Purchase Agreement) among Chicken Acquisition Corp. (CAC), Holdings, Intermediate,
EPL, the equity holders of Holdings, and American Securities Capital Partners, L.P. (ASCP). Pursuant to the Stock Purchase Agreement, CAC, an affiliate of Trimaran Fund II, L.L.C., agreed to purchase (the Acquisition) all of
Holdings issued and outstanding common stock (other than certain shares exchanged by existing shareholders, including management, representing approximately 7.3% of Holdings). On November 18, 2005, Holdings, CAC, and the other parties to the
Stock Purchase Agreement completed the Acquisition. As a result of the Acquisition, CAC expects to be the owner of the nations leading restaurant company specializing in flame-grilled chicken. The Acquisition was accounted for as a purchase of
Holdings by CAC in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of Acquisition based on the initial aggregate purchase price of $435.9
million. The purchase price allocation was based on estimates of the fair value of the assets acquired and liabilities assumed as determined by management with the assistance of an independent valuation company. The valuation was finalized in fiscal
2006.

|                                  |  | (in
          thousands)
|--------------------------------- |  | ------------------------
|Current assets                    |  | $                       
|Property                          |  |                         
|Other assets                      |  |                         
|Intangible assets, net            |  |                         
|Goodwill                          |  |                         
|Total assets
        acquired     |  |                         
|Current liabilities               |  |                         
|Other liabilities                 |  |                         
|Total liabilities
        assumed |  |                         
|Net assets acquired               |  | $                       

8

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The net intangible assets consist of a $120.7 million domestic trademark, an $8.0 million franchise network and a net unfavorable lease intangible liability of $3.3 million. The
goodwill recorded as part of the purchase accounting is not deductible for income tax purposes.

3. Asset Impairment

The Company periodically reviews the performance of company-operated stores for indicators of asset impairment. If the Company concludes that the carrying value of certain assets will not be
recovered based on expected undiscounted future cash flows, an impairment write-down is recorded to reduce the assets to their estimated fair value. The Company has not recognized any impairment charges during the 13 weeks ended March 31, 2006 and
2007.

4. Stock-Based Compensation

As of March 31, 2007,
options to purchase 299,838 shares of common stock of CAC were outstanding, including
80,831 options that are fully vested. The remaining options vest 100% on the
seventh  anniversary of the grant date, 100% upon a change in control of CAC
if certain conditions are met, or partially vest upon the Companys
attaining annual financial or other goals, with the remaining unvested portion
vesting on the seventh anniversary of the grant date. All options were granted
with an exercise price equal to the fair value on the date of grant.

Changes in stock options for the first quarter ended March 31, 2007 are as follows:

|                                      |  |         |   |                            |                  |                        |                  | Weighted-                 |           |          
|------------------------------------- |  | ------- | - | -------------------------- | ---------------- | ---------------------- | ---------------- | ------------------------- | --------- | ---------
|                                      |  |         |   |                            |                  |                        |                  | Average                   |           |          
|                                      |  |         |   |                            |                  |                        |                  | Remaining                 |           | Aggregate
|                                      |  |         |   |                            | Weighted-Average |                        | Contractual Life |                           | Intrinsic
|                                      |  | Shares  |   | Exercise
            Price |                  | (in
            Years) |                  | Value
            (000s)
|OutstandingDecember
        27, 2006 |  | 302,772 |   |                            | $                | 66.58                  |                  |                           |           |          
|Exercised                             |  | (709    | ) |                            | $                | 10.39                  |                  |                           |           |          
|Canceled                              |  | (2,225  | ) |                            | $                | 86.43                  |                  |                           |           |          
|OutstandingMarch 31,
        2007    |  | 299,838 |   |                            | $                | 66.56                  |                  | 7.6                       |           | $12,677  

The intrinsic value is calculated as the difference between the market value as March 31, 2007 and the exercise price of the options outstanding and options exercisable.

For options granted prior to December 29, 2005 that may be cancelled and replaced with restricted stock upon completion of an initial public offering before November 18, 2007, the Company uses
variable accounting to recognize expense based on the change in incremental value of the award at each reporting period. Compensation expense of $146,000 and a corresponding decrease in net income of $72,000
was recognized for the quarter ended March 31, 2007 related to these options.
There was no compensation expense recognized in the quarter ended March 31, 2006.

In accordance with the prospective method of adoption of SFAS 123R, the Company recognized share-based compensation expense before tax of $75,000 and $29,000 and a corresponding
decrease to net income of $38,000 and $17,000 during the 13 weeks ended March 31, 2007 and 2006, respectively, related to vesting of stock options granted after the adoption of SFAS 123R.

5. Commitments and Contingencies

Legal Matters

On or about April 16, 2004, two former employees and one current employee filed a class action suit in the Superior Court of the State of California, County of Los Angeles, against EPL on
behalf of all putative class members (former and current general managers and restaurant managers from April 2000 to present) alleging certain violations of California labor laws, including alleged improper classification of general managers and
restaurant managers as exempt employees (the Elias Action). Plaintiffs requested remedies include compensatory damages for unpaid wages, interest, certain statutory penalties, disgorgement of alleged profits, punitive damages and
attorneys fees and costs as well as certain injunctive relief. The complaint was served on us on April 19, 2004. The court has ordered the class action stayed pending the arbitration of one of the named putative class plaintiffs claims
as a result of his execution of a mandatory arbitration agreement with us. While we intend to defend against this action vigorously, the ultimate outcome of this case is presently not determinable as it is in a preliminary phase. Thus, we cannot at
this time determine the likelihood of an adverse judgment or a likely range of damages in the event of an adverse judgment.

9

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On or about October 18, 2005, Salvador Amezcua, on behalf of himself and all others similarly situated, filed a purported class action complaint against EPL in the Superior Court of the State
of California, County of Los Angeles. Carlos Olvera replaced Mr. Amezuca as the named class representative on August 16, 2006 (the Olvera Action). This action alleges certain violations of California labor laws and the California
Business and Professions Code, based on, among other things, failure to pay overtime compensation, failure to provide meal periods, unlawful deductions from earnings and unfair competition. Plaintiffs requested remedies include compensatory
and punitive damages, injunctive relief, disgorgement of profits and reasonable attorneys fees and costs. We were served with this complaint on December 16, 2005. The court has ordered that the case be deemed complex and assigned it to the
complex litigation panel. While we intend to defend against this action vigorously, the ultimate outcome of this case is presently not determinable as it is in a preliminary phase. This action has been designated by the court as related
to the Elias Action referenced above. Thus, we cannot at this time determine the likelihood of an adverse judgment or a likely range of damages in the event of an adverse judgment. Any settlement of or judgment with a negative outcome arising from
such lawsuit could have an adverse material impact on the Companys consolidated financial position, results of operations or cash flows.

The contractual rights to use the name El Pollo Loco® and certain related trademarks and intellectual property in Mexico were assigned to us in 1996, pursuant to an agreement between us
and a company controlled by Jose Francisco Ochoa, the founder of the first El Pollo Loco restaurant in Mexico and the United States. As consideration for the assignment of such rights, we agreed, subject to the terms and conditions of the agreement,
to use commercially reasonable efforts to develop a minimum number of restaurants in Mexico by February 2006 and to pay certain fees for each such restaurant that we develop. On March 31, 2004, EPL-Mexico filed suit against us in state court in
Laredo, Texas alleging, among other things, that we breached our agreement with EPL-Mexico by failing to exploit the trademarks and develop new restaurants in Mexico and claiming that the right to use the name El Pollo Loco® in Mexico should
revert to EPL-Mexico. EPL-Mexico is seeking return of the trademarks and damages. EPL-Mexico also initiated an amparo proceeding, which is an administrative challenge under Mexican law, to our ownership of the trademarks before the
Mexican Intellectual Property Institute. This proceeding was resolved in our favor by Mexicos Supreme Court of Justice of the Nation. We successfully removed the Texas action to federal court and we have filed a counterclaim against EPL-Mexico
to defend our rights to the trademarks in Mexico. A jury trial is scheduled for July 2007. We believe that EPL-Mexicos claims are without merit and that, based on the rights we possess pursuant to the agreement, we possess adequate legal and
contractual rights to use the intellectual property in question in Mexico. However, failure to prevail in this action could result in the loss of our ownership in Mexico of the El Pollo Loco trademarks and intellectual property at issue, which could
affect our brand in the United States and elsewhere as well as the imposition of significant monetary damages, which could have a material adverse impact on the Companys consolidated financial position, results of operations or cash flows.

On November 1, 2006, Fall River Music, Inc. filed a lawsuit in United States District Court, Central District of California, Santa Ana Division, against El Pollo Loco, Inc. and its advertising
agency, Krueger Communications, LLC. Fall River Music claims all rights, title and interest to the musical composition Guantanamera, and alleges that the music used by EPL in its advertisements is an infringement of Fall Rivers
copyrights. Fall River Music, Inc. seeks unspecified damages as a result of this alleged infringement. While EPL has received a denial of coverage from its insurance company, Kruegers insurance company has accepted coverage and is currently
defending EPL. The action is set for trial on February 12, 2008. Thus, we cannot at this time determine the likelihood of an adverse judgment or a likely range of damages in the event of an adverse judgment. Any settlement of or judgment with a
negative outcome arising from such lawsuit could have an adverse material impact on the Companys consolidated financial position, results of operations or cash flows.

On January 11, 2007, Veronica Blanco, on behalf of herself and all others similarly situated, filed a purported class action complaint against EPL in the United States District Court, Central
District of California, Santa Ana Division. Veronica Blanco, on behalf of herself and all others similarly situated, alleges violations of the federal Fair Credit Reporting Act and Fair and Accurate Credit Transactions Act, which restrict the credit
card information that may be printed on customer receipts. While we intend to defend against this action vigorously, the ultimate outcome of this case is not presently determinable as it is in the preliminary phase.

The Company is also involved in various other claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of these actions will have a
material adverse effect on our financial position, results of operations, liquidity and capital resources. A significant increase in the number of these claims or an increase in amounts owing under successful claims could materially adversely affect
our business, financial condition, results of operation and cash flows.

Purchasing Commitments

The Company has entered into long-term beverage supply agreements with certain major beverage vendors. Pursuant to the terms of these arrangements, marketing funds are provided to the Company
and its franchisees from the beverage vendors based upon the dollar volume of purchases for company-operated restaurants and franchised restaurants, respectively, which will vary

10

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according to their demand for beverage syrup and fluctuations in the market rates for beverage syrup. These contracts have terms extending into 2011 with an estimated Company obligation totaling $10,483,000.

6. Predecessor Debt (2009 Notes)

In December 2003, EPL issued the 2009 Notes, consisting of $110.0 million of senior secured notes accruing interest at 9.25% per annum, due 2009. At December 27, 2006 and March 31, 2007,
$250,000 principal amount of the 2009 Notes was outstanding.

7. Senior Unsecured Notes Payable (2013 Notes)

EPL has outstanding 2013 Notes, consisting of $125.0 million aggregate principal amount of 11 3/4% senior notes due 2013. Interest is payable in May and November beginning May 15, 2006. The
2013 Notes are unsecured, are guaranteed by Intermediate, and may be redeemed, at the discretion of the issuer, after November 15, 2009. The indenture contains certain provisions which may prohibit EPLs ability to incur additional
indebtedness, sell assets, engage in transactions with affiliates, and issue or sell preferred stock, among other items. In October 2006, EPL completed the exchange of the 2013 Notes for registered, publicly tradable notes that have substantially
identical terms as the 2013 Notes.

EPL incurred direct costs in connection with the offering of the 2013 Notes. These costs have been capitalized and are included in other assets in the accompanying balance sheets. The Company
used the proceeds from the 2013 Notes to purchase substantially all of the outstanding 2009 Notes.

As a holding company,
the stock of EPL constitutes Intermediates only material asset. Consequently,
EPL conducts all of the Companys consolidated operations and owns substantially
 all of the consolidated operating assets. The Companys principal source
 of the cash required to pay its obligations is the cash that EPL generates from
 its operations. EPL is a separate and distinct legal entity, has no obligation
 to make  funds available to Intermediate, and the 2013 Notes and the 2014 Notes
 (see Note 9) have restrictions that limit distributions or dividends to be paid
 by EPL to Intermediate. Conditions that would allow for distributions or dividends
 to be made  include compliance with a Fixed Charge Coverage Ratio test (as defined
 in the indenture governing the 2013 Notes) and cash received from the proceeds
 of new equity contributions. As of March 31, 2007, we are restricted from incurring
 additional  indebtedness, as EPL does not currently meet the fixed charge coverage
 ratio. This restriction does not apply to the existing loan availability of
 $17.4 million under the revolving line of credit. There are also some allowed
 distributions, payments and dividends for other specific events. Distributions,
 dividends or investments would also be limited to 50% of consolidated net income
 under certain circumstances.

8. Notes Payable to Merrill Lynch, Bank of America, et al and Revolving Credit Facility

On November 18, 2005,
EPL entered into senior secured credit facilities (the Credit Facility)
with Intermediate, as parent guarantor, Merrill Lynch Capital Corporation, as
 administrative agent, the other agents identified therein, Merrill Lynch & Co.,
 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America,
 N.A., as lead arrangers and book managers, and a syndicate of financial institutions
 and  institutional lenders. The Credit Facility provides for a $104.5 million
 term loan and $25.0 million in revolving availability. Of this senior secured
 revolving credit facility, EPL drew down $2.8 million and issued $8.1
 million of  letters of credit to replace existing letters of credit. Future
 principal payments under the term loan at March 31, 2007 are as follows (in
 thousands).

|Year Ending December
    31             |  |   |       
|--------------------------------------- |  | - | ------
|                                        |  |   |       
|2007(April 1st  December
        31st) |  | $ | 784   
|2008                                    |  |   |       
|2009                                    |  |   |       
|2010                                    |  |   |       
|2011                                    |  |   |       
|Thereafter                              |  |   | 98,230
|                                       
|                                        |  |   | $     

11

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The Credit Facility bears interest, payable quarterly, at a Base Rate or LIBOR, at EPLs option, plus an applicable margin. The applicable margin is based on EPLs financial
performance, as defined. The applicable margin rate was 3.00% with respect to LIBOR and 2.00% with respect to Base Rate advances and thereafter ranges from: 2.75% to 2.25% with respect to LIBOR advances and 1.75% to 1.25% with respect to Base Rate
advances. The effective rate at December 27, 2006 and March 31, 2007 was 8.37% and 7.86%, respectively. In March 2007 the Company amended the credit facility to reduce the interest rate by 0.50% and to modify in the Companys favor the terms of
certain restrictive covenants. The Credit Facility is secured by a first-priority pledge by Holdings of all of the outstanding stock of the Company, a first priority pledge by the Company of all of EPLs outstanding stock and a first priority
security interest in substantially all of EPLs tangible and intangible assets. In addition, the Credit Facility is guaranteed by the Company and Holdings. The Credit Facility matures on November 18, 2011. As of March 31, 2007, EPL was in
compliance with all of the financial covenants contained in its senior credit facility and has $17.4 million available for borrowings under the revolving line of credit.

9. PIK Notes (2014 Notes)

At December 27, 2006 and March 31, 2007, the Company had $26.3 million and $27.3 million, respectively, outstanding in aggregate principal amount of the 2014 Notes. No cash interest
will accrue on the 2014 Notes prior to November 15, 2009. Instead, the principal value of the 2014 Notes will increase (representing accretion of original issue discount) from the date of original issuance until but not including November 15, 2009
at a rate of 14 1/2% per annum compounded annually, so that the accreted value of the 2014 Notes on November 15, 2009 will be equal to the full principal amount of $39.3 million at maturity. Beginning on November 15, 2009, cash interest will
accrue on the 2014 Notes at an annual rate of 14 1/2% per annum payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2010. Principal is due on November 15, 2014. The indenture restricts the ability of
Intermediate and its subsidiaries to incur additional indebtedness, sell assets, engage in transactions with affiliates, and issue or sell preferred stock, among other items. The indenture also limits the ability of EPL or other subsidiaries to make
dividend or other payments to Intermediate and for Intermediate to make payments to Holdings (see Note 7).

The 2014 Notes are effectively subordinated to all existing and future indebtedness and other liabilities of the Companys subsidiaries. The 2014 Notes are unsecured and are not
guaranteed. If any of the 2014 Notes are outstanding at May 15, 2011, the Company is required to redeem for cash a portion of each note then outstanding at 104.5% of the accreted value of such portion of such note, plus accrued and unpaid interest.
Additionally, the Company may, at its discretion, redeem any or all of the 2014 Notes, subject to certain provisions.

In October 2006, Intermediate completed the exchange of the 2014 Notes for registered, publicly tradable notes that have substantially identical terms as the 2014 Notes. Intermediate incurred
direct costs in connection with its registration of the 2014 Notes. These costs have been capitalized and are included in other assets in the accompanying balance sheets.

10. Income Taxes

The Companys taxable
income or loss is included in the consolidated federal and state income tax returns
of Holdings. The Company records its provision for income taxes based on its
 separate stand-alone operating results using the asset and liability method.
The Company recorded a provision for income taxes of $6,000 and $0.2
million for the 13-week periods ended March 31, 2006 and 2007, respectively.
The effective tax rates for the 13 weeks ended March 31, 2006 and 2007, were
41% and 50.3%, respectively.

On January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 prescribes a
comprehensive model of how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN 48 states that a tax benefit from an
uncertain position may be recognized if it is more likely than not that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50
percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.

At the adoption date, the Company reviewed all uncertain tax positions for all years open to statute. The years open to statute are Calendar years 2002 through 2006. The Company has determined
that there is no cumulative adjustment for uncertain tax positions required as of January 1, 2007. There has been no change in the FIN 48 reserve for uncertain tax positions from January 1, 2007 through March 31, 2007. The Company believes that any
uncertain tax positions are insignificant and therefore

12

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have no material impact to the Companys consolidated financial statements. The Company estimates that the unrecognized tax benefit as of March 31, 2007 will not change significantly within the next twelve months. The
Company will continue to classify income tax penalties and interest as part of the provision for income taxes in its Consolidated Statements of Income. The Company has not recorded accrued interest and penalties on uncertain tax positions as of
March 31, 2007. The Companys liability for uncertain tax positions is reviewed periodically and is adjusted as events occur that affect the estimated liability for additional taxes, such as the lapsing of applicable statutes of limitations,
the conclusion of tax audits, the measurement of additional estimated liabilities based on current calculations, the identification of new uncertain tax positions, the release of administrative tax guidance affecting the Companys estimates of
tax liabilities, or the rendering of court decisions affecting its estimates of tax liabilities.

11. New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (the FASB) issued SFAS No. 157, Fair Value Measurements (SFAS 157). This new standard provides
guidance for using fair value to measure assets and liabilities and information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements
on earnings. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS 157 also
expands financial statement disclosure requirements about a companys use of fair value measurements, including the effect of such measures on earnings. The provisions of SFAS 157 are effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact, if any, that SFAS 157 will have on its consolidated financial position, results of operations and cash flows.

In June 2006, the FASB
issued Interpretation No. 48, Accounting for Uncertainty in Income (FIN
48). FIN 48 prescribes a recognition threshold and measurement attribute
 for the financial statement recognition and measurement of a tax position taken
or expected to be taken in the Companys tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting
in interim  periods and disclosure requirements for uncertain tax positions.
FIN 48 is effective for fiscal years ending after December 15, 2006.The
Company determined that the adoption of FIN 48 did not have a significant  impact
on its financial position or results of operations (see Note 10).

In February 2007, FASB issued Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities--Including an
amendment of FASB Statement No. 115."This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15,
2007.



Item 2. Managements Discussion
      and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this filing.

Certain statements contained within this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. They may contain words such as
believe, anticipate, expect, estimate, intend, project, plan, will, should, may, could or words or phrases of similar
meaning.

These forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Also, these forward-looking
statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend to update you concerning any future
revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this report.

13

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Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include concerns about food-borne illnesses, negative publicity,
whether or not valid, adverse public perception due to the occurrence of avian flu, increases in the cost of chicken, our dependence upon frequent deliveries of food and other supplies, our sensitivity to events and conditions in the greater Los
Angeles area, our ability to open new restaurants in new and existing markets, our reliance in part on our franchisees, our vulnerability to changes in consumer preferences and economic conditions, our ability to compete successfully with other
quick service and fast casual restaurants, our ability to service our indebtedness, matters relating to employment and labor laws, labor shortages or increases in labor costs, our ability to renew leases at the end of their terms, the impact of
federal, state or local government regulations relating to the preparation and sale of food, zoning and building codes, and employee, environmental and other matters; our ability to protect our name and logo and other proprietaryinformation; and the impact of litigation. Actual results may differ materially due to these risks and uncertainties and those described in our Annual Report on Form 10-K (File No. 333-115644) as filed
with the Securities and Exchange Commission on March 23, 2007.

We use a 52-, 53-week fiscal year ending on the last Wednesday of the calendar year. For simplicity of presentation, we have described the 13-week periods ended March 29, 2006 and March 28,
2007 as March 31, 2006 and 2007, respectively. In a 52-week fiscal year, each quarter includes 13 weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations and the fourth quarter includes
14 weeks of operations. Fiscal year 2006, which ended December 27, 2006, and fiscal year 2007, which ends December 26, 2007, are both 52-week fiscal years. References to our restaurant system mean both company-operated and franchised
restaurants. Unless otherwise indicated, references to our restaurants or results or statistics attributable to one or more restaurants without expressly identifying them as company-operated, franchise or the entire restaurant system
mean our company-operated restaurants only.

Overview

EPL Intermediate, Inc. (Intermediate) through its wholly-owned subsidiary El Pollo Loco, Inc. (EPL and collectively with Intermediate, the Company,
we, us and our) owns, operates and franchises restaurants specializing in marinated flame-grilled chicken. As of March 31, 2007, our restaurant system had 363 restaurants, consisting of 153 company-operated and
210 franchised locations, located principally in California, with additional restaurants in Arizona, Nevada, Texas, Illinois, Colorado and Connecticut. Our typical restaurant is a freestanding building ranging from approximately 2,200 to 2,600
square feet with seating for approximately 60 customers and offering drive-thru convenience.

Our revenue is derived from two primary sources, company-operated restaurant revenue and franchise revenue, the latter of which is comprised principally of franchise royalties and to a lesser
extent franchise fees and sublease rental income. A common measure of financial performance in the restaurant industry is same-store sales. A restaurant enters the comparable restaurant base for the calculation of same-store sales the
first full week after the one-year anniversary of its opening. For the 13 weeks ended March 31, 2007, same-store sales for restaurants systemwide increased 2.4 % over the 13 weeks ended March 31, 2006. System-wide same-store sales include same-store
sales at all company-owned stores and franchise-owned stores, as reported by franchisees. We use system-wide sales information in connection with store development decisions, planning and budgeting analyses. This information is useful in assessing
consumer acceptance of our brand and facilitates an understanding of financial performance as our franchisees pay royalties (included in franchise revenues) and contribute to advertising pools based on a percentage of their sales.

Increases in company-operated restaurant revenue are due to growth in new company-operated restaurants and to increases in same store sales, which may include price and transaction volume
increases. We implemented a menu price increase in January 2007. We plan to open seven to ten company-operated restaurants per year over the next few years, which is slightly higher than our company-operated restaurant growth over the last few
years. Many factors can influence sales at all or specific restaurants, including increased competition, strength of marketing promotions, the restaurant managers operational execution and changes in local market conditions and
demographics.

14

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Franchise revenue consists of royalties, initial franchise fees and franchise rental income. Royalties average 4% of the franchisees net sales. Our franchisees opened 17 new restaurants
in fiscal 2006 and we believe they will open approximately 20 new restaurants in fiscal 2007. Two new franchise restaurants have opened in the current period. We believe that new franchise restaurant growth will increase as we sign development
agreements with experienced franchisees in new and existing markets. As of May 11, 2007, we are currently legally authorized to market franchises in 48 states and are pursuing opportunities in a number those states. We have entered into development
agreements that have resulted in area development fees being recognized as the related restaurants open. We sublease facilities to certain franchisees and the sublease rent is included in our franchise revenue. This revenue exceeds rent payments
made under the leases that are included in franchise expense. Since we do not expect to lease or sublease new properties to our franchisees as we expand our franchise restaurants, we expect the portion of franchise revenue attributable to franchise
rental income to decrease over time.

Product cost, which includes food and paper costs, is our largest single expense. It is subject to increase or decrease based on commodity cost changes and depends in part on the success of
controls we have in place to manage product cost in the restaurants. Effective March 2007, we renewed two chicken contracts with terms ranging from one to two years at higher prices than the expiring contracts. One of these contracts provides a
floor and ceiling price for the chicken we buy from the supplier. We implemented menu price increases of approximately 2% in January 2007 that have partially mitigated the impact of higher chicken prices on our profitability.

Payroll and benefits make up the next largest single expense. Payroll and benefits have been and remain subject to inflation, including salaries due to minimum wage increases and expenses for
health insurance and workers compensation insurance. A significant number of our hourly staff are paid at rates consistent with the applicable federal or state minimum wage and, accordingly, increases in the minimum wage will increase our
labor cost. On September 12, 2006, the state of California passed legislation increasing the minimum wage in the state from $6.75 per hour to $7.50 per hour effective January 1, 2007. Additionally on January 1, 2008, the minimum wage in
California will go up to $8.00 per hour. There is also pending legislation to raise the federal minimum wage to $7.25 per hour. The Company implemented a menu price increase of approximately 2% at the beginning of fiscal 2007 in order to
partially mitigate the impact on profits of the minimum wage increase. Workers compensation insurance costs are subject to a number of factors, and although the state of California passed legislation designed to reduce workers
compensation insurance expense to employers, we cannot predict whether such legislation will actually reduce our workers compensation insurance expense. We have seen a reduction in the number of workers compensation claims due to
employee safety initiatives that we began implementing in fiscal 2002.

Depreciation and amortization expense changed subsequent to our acquisition by CAC, which we refer to as the Acquisition, a result of fair values assigned to assets acquired and liabilities
assumed at the date of the Acquisition as determined by management with the assistance of an independent valuation company

Other operating expenses include restaurant other operating expense, franchise expense, and general and administrative expense.

Restaurant other operating expense includes occupancy, advertising and other costs such as utilities, repair and maintenance, janitorial and cleaning and operating supplies. Occupancy expense
increased subsequent to the Acquisition as a result of the revaluation of the fair market value of leases assumed in the Acquisition and the reduction in the annual amortization of the unfavorable leasehold interest liability.

Franchise expense consists primarily of rent expense that we pay to landlords associated with leases under restaurants we are subleasing to franchisees. Franchise expense usually fluctuates
primarily as subleases expire and is to some degree based on rents that are tied to a percentage of sales calculation. Because we do not expect to lease or sublease new properties to our franchisees as we expand our franchise restaurants, we expect
franchise expense as a percentage of franchise revenue to decrease over time. Expansion of our franchise operations does not require us to incur material additional capital expenditures.

General and administrative expense includes all corporate and administrative functions that support existing operations and provide the infrastructure to facilitate our growth. These expenses
have been impacted by rating agency fees, directors and officers insurance, compliance with laws relating to corporate governance and public disclosure, and audit fees. In addition, in fiscal 2004 we began to incur additional costs associated with
developing disclosure controls and procedures and implementing the level of internal controls required for a company with registered securities.

Results of Operations

Our operating results for the 13 weeks ended March 31, 2006 and 2007 are expressed as a percentage of restaurant revenue below:

15

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|                                               |  | 13 Weeks Ended       
|---------------------------------------------- |  | ---------------------
|                                               |  | March
            31,
|                                              
|                                              
|                                               |  | 2006                 
|                                              
|Income Statement Data:                         |  |                      
|Restaurant revenue                             |  | 100.0                
|Product cost                                   |  | 32.1                 
|Payroll and benefits                           |  | 25.3                 
|Depreciation and amortization                  |  | 4.0                  
|Other operating expenses                       |  | 33.4                 
|Operating income                               |  | 12.1                 
|Interest expense                               |  | 12.0                 
|Income before
        income taxes             |  | 0.0                  
|Net income                                     |  | 0.0                  
|Supplementary Income Statement
          Data: |  |                      
|Restaurant other operating
        expense     |  | 21.0                 
|Franchise expense                              |  | 1.5                  
|General and administrative
        expense     |  | 10.9                 
|Total other
        operating expenses         |  | 33.4                 

13 Weeks Ended March 31, 2007 Compared to 13 Weeks Ended March 31, 2006

Restaurant revenue increased $3.2 million, or 5.6%, to $62.4 million for the 13 weeks ended March 31, 2007 from $59.2 million for the 13 weeks ended March 31, 2006.
This increase was partially due to an additional $0.5 million in restaurant revenue resulting from a 0.8% increase in company-operated same-store sales for the 2007 period from the 2006 period. Restaurants enter the comparable restaurant base
for same-store sales the first full week after that restaurants one-year anniversary. The components of the company-operated comparable sales growth increase were a price increase of 2.4%, a transaction decrease of 2.5%, and a menu mix
increase of 0.9% . The increase in restaurant revenue was also due in part to $2.9 million from nine restaurants opened in fiscal 2006 and $0.1 million from two restaurants opened in fiscal 2007 partially offset by lost sales of $0.3
million due to the temporary closure of a restaurant due to a fire in 2007.

Franchise revenue increased $0.4 million, or 8.8%, to $4.4 million for the 13 weeks ended March 31, 2007 from $4.0 million for the 13 weeks ended March 31, 2006.
This increase is due to an increase in royalties resulting from a 3.9% increase in franchise same-store sales.

Product cost increased $0.2 million, or 1.2%, to $19.2 million for the 13 weeks ended March 31, 2007 from $19.0 million for the 13 weeks ended March 31, 2006. These
costs as a percentage of restaurant revenue were 30.7% for the 2007 period compared to 32.1% for the 2006 period. The 1.4% decrease in product cost as a percentage of restaurant revenue resulted primarily from the menu price increase taken in
January of 2007.

Payroll and benefit expenses increased $1.3
million, or 9.0%, to $16.3 million for the 13 weeks ended March 31, 2007 from $15.0 million for the 13 weeks ended March
31, 2006. As a percentage of restaurant revenue, these costs increased 0.8% to 26.1% in 2007 from 25.3% for the 2006 period. This increase is primarily attributed to increased spending on manager training, the increase in minimum wage and increased
workers compensation expense in the current period.

Depreciation and amortization increased $0.4 million, or 17.6%, to $2.8 million for the 13 weeks ended March 31, 2007 compared to $2.4 million for the 13 weeks ended
March 31, 2006. These costs as a percentage of restaurant revenue increased 0.5% to 4.5% in 2007 from 4.0% for the 2006 period.The increase in depreciation expense is due to capital expenditures on
existing restaurants for remodels and equipment upgrades.

Other operating expenses include restaurant other operating expense, franchise expense, and general and administrative expense.

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Restaurant other operating
expense, which includes utilities, repair and maintenance, advertising, property
taxes, occupancy and other operating expenses, increased $0.8 million, or
6.4%,  to $13.2 million for the 13 weeks ended March 31, 2007 from $12.4
million for the 13 weeks ended March 31, 2006. These costs as a percentage of
restaurant revenue remained relatively flat at 21.2% for the 2007 period compared
to 21.0% for  the 2006 period. The increase in operating costs was due in part
to a 0.5% increase in occupancy costs as a percentage of revenue, which was a
result of the reduction in the annual amortization of the unfavorable leasehold
interest liability and  higher rent expense. The increase in operating costs
was partially offset by a decrease in utilities expense as a percentage of restaurant
revenue of 0.1%, a decrease in preopening expenses of 0.2% as a percentage of
restaurant revenue, which can  fluctuate depending on the timing of the opening
of the company restaurants during the year, and a decrease in advertising expense
as a percentage of revenue of 0.1%. Advertising expense each quarter may be above
or below our planned annual rate of  approximately 4%, depending on the timing
of marketing promotion and the relative weights and price of media spending.

Franchise expense consists primarily of rent expense that we pay to landlords associated with leases under restaurants we are subleasing to franchisees. This expense usually fluctuates
primarily as subleases expire and to some degree based on rents that are tied to a percentage of sales calculation. Franchise expense increased to $1.0 million the 13-week period ended March 31, 2007 compared to $0.9 million for the 2006
period.

General and administrative expense increased $0.1 million, or 1.6%, to $6.5 million for the 13 weeks ended March 31, 2007 from $6.4 million for the 13 weeks ended March 31, 2006.
General and administrative expense as a percentage of revenue decreased 0.5% to 10.4% for the 2007 period from 10.9% for the 2006 period. The increase in general and administrative expense was attributed to increased legal fees of $0.1 million,
increased meeting fees of $0.1 million, increased expense related to stock options of $0.2 million and increased salaries and wages of $0.2 million primarily attributed to increased headcount and annual raises. This increase in expense
was partially offset by a gain on the sale of assets in the 2007 period that did not recur in the 2006 period of $0.3 million and decreased outside services expense of $0.2 million.

Interest expense, net of interest income, increased $0.2 million, or 2.9%, to $7.3 million for the 13 weeks ended March 31, 2007 from $7.1 million for the 13 weeks ended March 31,
2006. Our average debt balances for the 2007 period increased to $260.8 million compared to $259.1 million for the 2006 period and our average interest rate increased to 10.74% for the 2007 period compared to 10.46% for the 2006 period.

Our provision for income taxes consisted of income tax expense of $0.2 million and $6,000
for the 13-week periods ended March 31, 2007 and 2006, respectively, for an effective
tax rate of 50.3% for 2007 and 41% for 2006.

As a result of the factors above, net income was $0.2 million for the 13 weeks ended March 31, 2007 compared with $9,000 for the 13 weeks ended March 31, 2006, or 0.4% and 0.0% as a
percentage or restaurant revenue, for the 13 weeks ended March 31, 2007 and 2006, respectively.

Liquidity and Capital Resources

Our principal liquidity requirements are to service our debt and meet our capital expenditure needs. Our indebtedness at March 31, 2007 was $259.3 million. Our ability to make payments on
and to refinance our indebtedness, and to fund planned capital expenditures will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under the $25.0 million revolving portion of EPLs senior credit facility
will be adequate to meet our future liquidity needs for the next twelve months.

In the 2007 period, our capital expenditures totaled $3.8 million, consisting of $2.8 million for new restaurants, $0.5 million for capitalized repairs of existing sites, and
$0.5 million for miscellaneous capital projects.

Cash and cash equivalents increased $1.3 million from $3.0 million at December 27, 2006 to $4.3 million at March 31, 2007. In the first three months of fiscal 2007, we made $0.5
million in principal repayments on EPLs loan, $3.0 million in payments to pay off borrowings under our revolving credit facility and $2.9 million in interest payments. The interest payments related primarily to the term loan. We cannot
assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to EPL under EPLs senior secured credit facilities in an amount sufficient to enable us to service our indebtedness or
to fund our other liquidity needs. If we acquire restaurants from franchisees, our debt service requirements could increase. In addition, we may fund restaurant openings through credit received by trade suppliers and landlord contributions. If our
cash flow from operations is inadequate to meet our obligations under our indebtedness we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance
any of our indebtedness on commercially reasonable terms or at all.

17

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As a holding company, the stock of EPL constitutes our only material asset. Consequently, EPL conducts all of our consolidated operations and owns substantially all of our consolidated
operating assets. Our principal source of the cash required to pay our obligations is the cash that EPL generates from its operations. EPL is a separate and distinct legal entity, has no obligation to make funds available to us and currently has
restrictions that limit distributions or dividends to be paid by EPL to us. Furthermore, subject to certain restrictions, EPL is permitted under the terms of EPLs senior secured credit facilities and the indenture governing the 2013 Notes and
2014 Notes to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by EPL.

Working Capital and Cash Flows

We presently have, in the past have had, and may have in the future, negative working capital balances. The working capital deficit principally is the result of our investment to build new
restaurants, remodel and replace or improve equipment in company-operated restaurants, and to acquire new restaurant information systems. We do not have significant receivables or inventories and we receive trade credit based upon negotiated terms
in purchasing food and supplies. Funds available from cash sales and franchise revenue not needed immediately to pay for food and supplies or to finance receivables or inventories typically have been used for the capital expenditures referenced
above and/or debt service payments under our existing indebtedness. As discussed above, we spent cash on a number of items directly or indirectly related to our debt financings and the Acquisition of the Company by CAC. We expect our negative
working capital balances to continue to increase, based on the continuing growth of our business.

Operating Activities.Net cash provided by operating activities remained flat at $8.6 million for the 13 weeks ended March 31, 2007 and for the 13
weeks ended March 31, 2006. Although the cash provided by operating activities remained flat, there was increased depreciation and amortization of assets in the 2007 period due to capital expenditures and equipment upgrades, and increases due to
changes in the prepaid expenses and other current assets accounts payable balances, offset by a decrease in the accrued salaries and vacation balances.

Investing Activities.We had net cash used in investing activities of $3.2 million for the 13 weeks ended March 31, 2007 compared with $2.5
million for the 13 weeks ended March 31, 2006. The increase in cash used in investing activities of $0.7 million was related to $1.6 million in increased expenditures for new store construction partially offset by $0.6 million in
proceeds received for asset dispositions and a decrease in spending of $0.3 million for acquisition costs.

Financing Activities.We had net cash used in financing activities of $4.1 million for the 13 weeks ended March 31, 2007 compared with net cash used
in financing activities of $3.3 million for the 13 weeks ended March 31, 2006. The increase in cash used in financing activities in the 2007 period was primarily attributable to increased payments on debt due to increased borrowings on our
revolver that were paid in the current period and also due to a 2006 principal payment that was made in the current period.

Debt and Other Obligations

On November 18, 2005, EPL entered into senior secured credit facilities with Intermediate, as parent guarantor, Merrill Lynch Capital Corporation, as administrative agent, the other agents
identified therein, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A., as lead arrangers and book managers, and a syndicate of financial institutions and institutional lenders. The senior
secured credit facilities provide for an $104.5 million term loan and $25.0 million in revolving availability.. As of March 31, 2007, EPL was in compliance with all of the financial covenants contained in its senior credit facility. In March
2007 we amended the credit facility to reduce the interest rate and to modify in our favor the terms of certain restrictive covenants.

We have certain land and building leases for which the building portion is treated as a capital lease. These assets are amortized over the life of the respective lease.

At March 31, 2007, we had $27,256,000 outstanding in aggregate principal amount of 141⁄2% senior discount Notes due 2014. No cash interest will accrue on the 2014 Notes prior to
November 15, 2009. Instead, the principal value of the 2014 Notes will increase (representing accretion of original issue discount) from the date of original issuance until but not including November 15, 2009 at a rate of 14 1⁄2%per annum compounded annually, so that the accreted value of the 2014 Notes on November 15, 2009 will be equal to the full principal amount of $39,342,000 at maturity. Beginning on
November 15, 2009, cash interest will accrue on the 2014 Notes at an annual rate of 14 1⁄2%per annum payable semi-annually in arrears on May 15 and November 15 of each
year, beginning May 15, 2010. Principal is due on November 15, 2014 (see Note 9 to our Consolidated Financial Statements).

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At March 31, 2007, we had $250,000 and $123,695,000 outstanding in aggregate principal amount under our 2009 Notes and 2013 Notes, respectively (see Notes 6 and 7 to our Consolidated
Financial Statements).

At March 31, 2007, we had outstanding letters of credit totaling $7.6 million, which served as collateral for our various workers compensation insurance programs.

Franchisees pay a monthly advertising fee of 4% of gross sales for the Los Angeles designated market area or 5% of gross sales for other markets. Pursuant to our Uniform Franchise Offering
Circular, we contribute, where we have company-operated restaurants, to the advertising fund on the same basis as franchised restaurants. Under our franchise agreements, we are obligated to use all advertising fees collected from franchisees to
purchase, develop and engage in advertising, public relations and marketing activities to promote the El Pollo Loco®brand.

As of March 31, 2007, EPL was in compliance with all of the financial covenants contained in its senior credit facility. As of such date we calculated all relevant ratios under its senior
credit facility as follows:

   EPLs fixed charge coverage ratio (as such term is defined in the senior credit agreement) was 1.25 to 1; and

   EPLs leverage ratio (as such term is defined in the senior credit agreement) was 4.88 to 1.

These two ratios were permitted to be no less than 1.00 to 1, and no greater than 5.85 to 1, respectively, as of such date.

In addition, as of March 31, 2007, we calculated our fixed charge coverage ratio and our consolidated leverage ratio (as such terms are defined in the indenture
governing the 2014 Notes) at 1.58 to 1 and 5.70 to 1, respectively. Similar ratios exist in the indenture governing the 2013 Notes. The indenture permits us to incur indebtedness that (a) is contractually subordinated to the 2014 Notes, (b) has a
maturity date after November 15, 2014, and (c) does not provide for payment of cash interest prior to November 15, 2014. The indenture also permits our restricted subsidiaries (as such term is defined in the indenture), including EPL, to
incur indebtedness if our fixed charge coverage ratio for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such indebtedness was incurred would have been
at least 2.0 to 1, and, in the case of indebtedness incurred by us, if our consolidated leverage ratio would have been equal to or less than 7.5 to 1, all as determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if such indebtedness had been incurred at the beginning of such four-quarter period. Since EPL does not currently meet the fixed charge coverage ratio, EPL is not permitted to incur additional indebtedness.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to recoverability of fixed
assets, intangible assets, closed restaurants, workers compensation insurance and contingent liabilities. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions
or conditions. A summary of our critical accounting polices and estimates is included in our Annual Report on Form 10-K (File No. 333-115644) as filed with the Securities and Exchange Commission on March 23, 2007.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The inherent risk in market risk sensitive instruments and positions primarily relates to potential losses arising from adverse changes in interest rates.

We are subject to market risk from exposure to changes in interest rates based on our financing activities. This exposure relates to borrowings under EPLs senior secured credit facilities
that are payable at floating rates of interest.

A hypothetical 10% fluctuation in the variable interest rate on our existing debt of $103.5 million as of March 31, 2007 would result in an increase or decrease in interest expense of
approximately $0.7 million in a given year. We do not consider the change in fair value of our long-term fixed rate debt resulting from a hypothetical 10% fluctuation in interest rates as of March 31, 2007 to be material.

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Item 4. Controls and Procedures

Our Chief Executive Officer and Senior Vice President of Finance have concluded that the design and operation of our disclosure controls and procedures are effective as of March 31, 2007. This
conclusion is based on an evaluation conducted under the supervision and with the participation of Company management. Disclosure controls and procedures are those controls and procedures which are designed to ensure that information required to be
disclosed in our SEC filings and submissions is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with SEC rules and regulations.

There have been no changes in our internal control over financial reporting that occurred during our first quarter ended March 31, 2007, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



PART II  OTHER INFORMATION

Item 1. Legal Proceedings

On June 22, 2006, we filed a complaint for declaratory relief, breach of written contract and bad faith against Arch Specialty Insurance Company, seeking damages and equitable relief for
Archs refusal to carry out the obligations of its insurance contract to
defend and indemnify, among other things, EPL in the EPL-Mexico v. EPL-USA trademark
litigation described in Note 5 to our Consolidated Financial Statements. A voluntary
mediation was held in New York City on February 5, 2007, but the parties were
unable to reach agreement. Archs motion for summary judgment is scheduled to be heard May 11,
2007.

Also see our Annual Report on Form 10-K for the year ended December 27, 2006 as filed with the SEC on March 23, 2007.

Item 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition and results of operations and you should carefully consider them. For discussion of our potential risks
our uncertainties, refer to Risk Factors, included in our Annual Report on Form 10-K for the year ended December 27, 2006 as filed with the U.S. Securities Exchange Commission on March 23, 2007.

Item 6. Exhibits.

|Exhibit |  |                                                                                                                          | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------ | 
|Number  |  | Description
          of Documents                                                                                      
|10.1    |  | Amendment No. 1
        and Agreement dated March 14, 2007 relating to Credit Agreement dated
        November 18, 2005.
|        |  |                                                                                                                         
|*10.2   |  | Agreement dated
        February 21, 2007 between Koch Foods, Inc. and El Pollo Loco, Inc.                              
|        |  |                                                                                                                         
|31.1    |  | Certification of
        Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002  
|        |  |                                                                                                                         
|31.2    |  | Certification of
        Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002  
|        |  |                                                                                                                         
|32.1    |  | Certification of
        Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002  
|        |  |                                                                                                                         
|32.2    |  | Certification of
        Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002  

* Certain confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a Confidential Treatment Request

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SIGNATURES

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.

|                   |  | EPL INTERMEDIATE, INC
|------------------ |  | ---------------------
|Date: May 14, 2007 |  | By:                  
|                   |  |                      
|                   |  |                      
|                   |  | By:                  
|                   |  |                      
|                   |  |                      

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EXHIBIT INDEX

|Exhibit |  |                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
          of Documents                                                                                      
|10.1    |  | Amendment No. 1 and Agreement
        dated March 14, 2007 relating to Credit Agreement dated November 18,
        2005.
|        |  |                                                                                                                         
|*10.2   |  | Agreement dated February
        21, 2007 between Koch Foods, Inc. and El Pollo Loco, Inc.                              
|        |  |                                                                                                                         
|31.1    |  | Certification of Principal
        Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002  
|        |  |                                                                                                                         
|31.2    |  | Certification of Principal
        Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002  
|        |  |                                                                                                                         
|32.1    |  | Certification of Principal
        Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002  
|        |  |                                                                                                                         
|32.2    |  | Certification of Principal
        Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002  

* Certain confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a Confidential Treatment Request

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