# Cava Group, Inc.: Form 10-Q for the period ended Apr 21, 2024

- Company: [Cava Group, Inc.](/companies/cava.md) (CIK 1639438)
- Form: 10-Q
- Filed: 2024-05-29
- Accepted by EDGAR: May 28, 2024, 18:00 ET
- Period: 2024-04-21
- Accession: 0001628280-24-025487
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1639438/000162828024025487/cava-20240421.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1639438/000162828024025487/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-04-21.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cash and equivalents | at 2024-04-21 | $329.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-04-21 | $352.0m | us-gaap:AssetsCurrent |
| Total assets | at 2024-04-21 | $1.01bn | us-gaap:Assets |
| Current liabilities | at 2024-04-21 | $111.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-04-21 | $424.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-04-21 | $580.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 25,663 characters.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q, and our Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Annual Report”). In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and other factors outside the Company’s control, as well as assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” above and “Risk Factors” in our 2023 Annual Report.*

### Overview

CAVA Group, Inc. (together with its wholly owned subsidiaries, referred to as the “Company”, “CAVA”, “we”, “us”, and “our” unless specified otherwise) was formed as a Delaware corporation in 2015, and prior to that, the first CAVA restaurant opened in 2011 in Bethesda, Maryland. The Company is headquartered in Washington D.C. and, as of April 21, 2024, the Company operated 323 fast-casual CAVA restaurants in 24 states and Washington D.C. The number of CAVA restaurants excludes two locations operating under a licensing arrangement and digital kitchens. The Company’s authentic Mediterranean cuisine unites taste and health, with a menu that features chef-curated and customizable bowls and pitas. The Company’s dips, spreads, and dressings are centrally produced for use in our restaurants and to be sold in grocery stores.

### Segments

We have two reportable segments: CAVA and Zoes Kitchen. CAVA reflects the financial results of all CAVA restaurants we operate. Zoes Kitchen reflects the financial results of all Zoes Kitchen locations we previously operated. As of March 2, 2023, we no longer operate any Zoes Kitchen locations. Our CPG operations are included in Other.

### Key Performance Measures

In assessing the performance of our business, in addition to considering a variety of measures in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), our management team also considers a variety of other key performance measures, including non-GAAP measures. The key performance measures used by our management for determining how our business is performing are: CAVA Revenue, CAVA Same Restaurant Sales Growth, CAVA AUV, CAVA Restaurant-Level Profit, CAVA Restaurant-Level Profit Margin, CAVA Restaurants, Net New CAVA Restaurant Openings, CAVA Digital Revenue Mix, Adjusted EBITDA, and Adjusted EBITDA Margin.

We believe that these key financial measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. The presentation of these key performance measures, including Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. See “Non-GAAP Financial Measures” below.

The following table sets forth our key performance measures:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 | April 16, 2023 | Change |
| --- | ---: | ---: | ---: |
| CAVA Revenue | $256,290 | $196,761 | $59,529 |
| CAVA Same Restaurant Sales Growth | 2.3% | 28.4% | (26.1)% |
| CAVA AUV (1) | $2,608 | $2,547 | $61 |
| CAVA Restaurant-Level Profit | $64,616 | $49,983 | $14,633 |
| CAVA Restaurant-Level Profit Margin | 25.2% | 25.4% | (0.2)% |
| CAVA Restaurants (2) | 323 | 263 | 60 |
| Net New CAVA Restaurant Openings | 14 | 26 | (12) |
| CAVA Digital Revenue Mix | 37.0% | 36.6% | 0.4% |
| Net income (loss) | $13,993 | $(2,141) | $16,134 |
| Adjusted EBITDA (3) | $33,317 | $16,746 | $16,571 |
| Net income (loss) margin | 5.4% | (1.1)% | 6.5% |
| Adjusted EBITDA margin (3) | 12.9% | 8.2% | 4.7% |

(1) For purposes of calculating CAVA AUV for the reporting period ended April 21, 2024, the applicable measurement period is the trailing thirteen periods ended April 21, 2024, excluding the 53rd week of fiscal 2023 and for the reporting period ended April 16, 2023, the applicable measurement period is the trailing thirteen periods ended April 16, 2023.

(2) As of the end of the specified reporting period.

(3) See “Non-GAAP Financial Measures” below for a discussion of Adjusted EBITDA and Adjusted EBITDA Margin, and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue.

### CAVA Restaurants and Net New CAVA Restaurant Openings

The following table details CAVA restaurant unit data:

| CAVA Restaurants | Sixteen Weeks Ended April 21, 2024 | April 16, 2023 |
| --- | ---: | ---: |
| Beginning of period | 309 | 237 |
| New CAVA restaurant openings(1) | 15 | 27 |
| Permanent closure | (1) | (1) |
| End of period | 323 | 263 |

(1) New CAVA restaurant openings during the sixteen weeks ended April 16, 2023 includes converted Zoes Kitchen locations.

**Results of Operation**s

Our results of operations, on a consolidated basis and by segment, for the sixteen weeks ended April 21, 2024 and April 16, 2023 are set forth below. We present our segment results before our consolidated results as we believe that our CAVA segment is more useful and meaningful in assessing the performance of our business, which is mainly driven by our CAVA segment. As of March 2, 2023, we no longer operate any Zoes Kitchen locations, and on October 20, 2023, our conversion strategy was completed with the last conversion restaurant opening. As a result, we have limited our discussion of the Zoes Kitchen segment. In addition, because our consolidated results of operations include the results of our Zoes Kitchen segment, we believe that our consolidated results of operations are less indicative of our performance as compared to our CAVA segment.

### Comparison of the sixteen weeks ended April 21, 2024 and April 16, 2023

### CAVA Segment Results

The following table summarizes the results of the CAVA segment:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 $% of Revenue |  | April 16, 2023 $% of Revenue |  | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $256,290 | 100.0% | $196,761 | 100.0% | $59,529 | 30.3% |
| Restaurant operating expenses (excluding depreciation and amortization) |  |  |  |  |  |  |
| Food, beverage, and packaging | 72,195 | 28.2 | 56,454 | 28.7 | 15,741 | 27.9 |
| Labor | 66,513 | 26.0 | 50,648 | 25.7 | 15,865 | 31.3 |
| Occupancy | 20,422 | 8.0 | 16,091 | 8.2 | 4,331 | 26.9 |
| Other operating expenses | 32,544 | 12.7 | 23,585 | 12.0 | 8,959 | 38.0 |
| Total restaurant operating expenses | 191,674 | 74.8 | 146,778 | 74.6 | 44,896 | 30.6 |
| Restaurant-level profit | $64,616 | 25.2% | $49,983 | 25.4% | $14,633 | 29.3% |

#### CAVA Revenue:

The increase in CAVA Revenue was primarily due to a $50.8 million increase from the 86 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 16, 2023, of which a portion was attributable to the 28 CAVA restaurants that were converted from Zoes Kitchen locations. In addition, the increase in CAVA Revenue was driven by CAVA Same Restaurant Sales Growth of 2.3%, which consisted of 3.5% from menu price increases and product mix, partially offset by a 1.2% decrease from guest traffic. To achieve an optimal comparison of fiscal weeks in the CAVA Same Restaurant Sales calculation giving consideration to holiday periods, each week of fiscal 2023 was shifted by one week. As a result of this shift, approximately $3.9 million of revenue is not included in CAVA Same Restaurant Sales Growth.

#### CAVA food, beverage, and packaging:

The increase in CAVA food, beverage, and packaging was primarily due to a $14.6 million increase from the 86 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 16, 2023, of which a portion was attributable to the 28 CAVA restaurants that were converted from Zoes Kitchen locations. The remainder of the increase was primarily due to CAVA Same Restaurant Sales Growth of 2.3%.

As a percentage of CAVA Revenue, CAVA food, beverage, and packaging decreased primarily due to the impact of higher sales and lower input costs.

#### CAVA labor:

The increase in CAVA labor was primarily due to a $13.9 million increase from the 86 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 16, 2023, of which a portion was attributable to the 28 CAVA restaurants that were converted from Zoes Kitchen locations. The remainder of the increase was primarily due to the impact of higher average hourly wages.

As a percentage of CAVA Revenue, CAVA labor increased due to incremental wage investments, partially offset by the impact of higher sales.

#### CAVA occupancy:

The increase in CAVA occupancy was primarily due to a $3.8 million increase from 86 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 16, 2023, of which a portion was attributable to the 28 CAVA restaurants that were converted from Zoes Kitchen locations.

As a percentage of CAVA Revenue, CAVA occupancy decreased primarily due to operating leverage associated with higher sales.

#### CAVA other operating expenses:

The increase in CAVA other operating expenses was primarily due to a $6.3 million increase from 86 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 16, 2023, of which a portion was attributable to the 28 CAVA restaurants that were converted from Zoes Kitchen locations.

As a percentage of CAVA Revenue, CAVA other operating expenses increased due in part to investments in the integrity of our physical spaces in support of our increased restaurant volumes.

### Zoes Kitchen Segment Results

The following table summarizes the results of the Zoes Kitchen segment:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 $% of Revenue |  | April 16, 2023 $% of Revenue |  | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | --- |
| Revenue | $— | —% | $3,867 | 100.0% | $(3,867) | N/M |
| Restaurant operating expenses, excluding depreciation and amortization: |  |  |  |  |  |  |
| Food, beverage, and packaging | — | — | 1,141 | 29.5 | (1,141) | N/M |
| Labor | — | — | 1,506 | 38.9 | (1,506) | N/M |
| Occupancy | — | — | 508 | 13.1 | (508) | N/M |
| Other operating expenses | — | — | 889 | 23.0 | (889) | N/M |
| Total restaurant operating expenses | — | — | 4,044 | 104.6 | (4,044) | N/M |
| Restaurant-level loss | $— | —% | $(177) | (4.6)% | $177 | N/M |

N/M data not meaningful

As of March 2, 2023, the Company no longer operates any Zoes Kitchen locations, which resulted in the decreases above.

### Other Results

The following table summarizes remaining activity related to our CPG operations:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 $% of Revenue |  | April 16, 2023 $% of Revenue |  | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $2,716 | 100.0% | $2,455 | 100.0% | $261 | 10.6% |
| Food, beverage, and packaging | 1,752 | 64.5 | 1,523 | 62.0 | 229 | 15.0 |
| Other operating expenses | 214 | 7.9 | 174 | 7.1 | 40 | 23.0 |

The increases noted above were primarily a result of increased sales of dips, spreads, and dressings.

### Consolidated Results

The following table summarizes our consolidated results of operations:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 $% of Revenue |  | April 16, 2023 $% of Revenue |  | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $259,006 | 100.0% | $203,083 | 100.0% | $55,923 | 27.5% |
| Operating expenses: |  |  |  |  |  |  |
| Restaurant operating expenses (excluding depreciation and amortization) |  |  |  |  |  |  |
| Food, beverage, and packaging | 73,947 | 28.6 | 59,118 | 29.1 | 14,829 | 25.1 |
| Labor | 66,513 | 25.7 | 52,154 | 25.7 | 14,359 | 27.5 |
| Occupancy | 20,422 | 7.9 | 16,599 | 8.2 | 3,823 | 23.0 |
| Other operating expenses | 32,758 | 12.6 | 24,648 | 12.1 | 8,110 | 32.9 |
| Total restaurant operating expenses | 193,640 | 74.8 | 152,519 | 75.1 | 41,121 | 27.0 |
| General and administrative expenses | 33,840 | 13.1 | 29,024 | 14.3 | 4,816 | 16.6 |
| Depreciation and amortization | 17,322 | 6.7 | 12,859 | 6.3 | 4,463 | 34.7 |
| Restructuring and other costs | 282 | 0.1 | 2,215 | 1.1 | (1,933) | (87.3) |
| Pre-opening costs | 3,379 | 1.3 | 5,999 | 3.0 | (2,620) | (43.7) |
| Impairment and asset disposal costs | 1,290 | 0.5 | 2,719 | 1.3 | (1,429) | (52.6) |
| Total operating expenses | 249,753 | 96.4 | 205,335 | 101.1 | 44,418 | 21.6 |
| Income (loss) from operations | 9,253 | 3.6 | (2,252) | (1.1) | 11,505 | N/M |
| Interest (income) expense, net | (4,914) | (1.9) | 25 | — | (4,939) | N/M |
| Other income, net | (78) | — | (174) | (0.1) | 96 | (55.2) |
| Income (loss) before income taxes | 14,245 | 5.5 | (2,103) | (1.0) | 16,348 | N/M |
| Provision for income taxes | 252 | 0.1 | 38 | — | 214 | N/M |
| Net income (loss) | $13,993 | 5.4% | $(2,141) | (1.1)% | $16,134 | N/M |

N/M data not meaningful

#### Revenue:

The increase in consolidated revenue was primarily driven by a $59.5 million increase in our CAVA segment, partially offset by a $3.9 million decrease in our Zoes Kitchen segment, which was no longer operating as of March 2, 2023. Refer to CAVA Segment Results above for more information.

#### Food, beverage, and packaging:

The increase in consolidated food, beverage, and packaging was primarily driven by a $15.7 million increase in our CAVA segment, partially offset by a $1.1 million decrease in our Zoes Kitchen segment. Refer to CAVA Segment Results above for more information.

#### Labor:

The increase in consolidated labor was primarily driven by a $15.9 million increase in our CAVA segment, partially offset by a $1.5 million decrease in our Zoes Kitchen segment. Refer to CAVA Segment Results above for more information.

#### Occupancy:

The increase in consolidated occupancy was primarily driven by a $4.3 million increase in our CAVA segment, partially offset by an $0.5 million decrease in our Zoes Kitchen segment. Refer to CAVA Segment Results above for more information.

#### Other operating expenses:

The increase in consolidated other operating expenses was primarily driven by a $9.0 million increase in our CAVA segment, partially offset by a $0.9 million decrease in our Zoes Kitchen segment. Refer to CAVA Segment Results above for more information.

#### General and administrative expenses:

The increase in general and administrative expenses was primarily due to higher equity-based compensation associated with awards made in connection with the IPO, recurring public company costs, and investments in our Collaboration Center Organization, including headcount, to support future growth, partially offset by higher performance-based incentive compensation in the prior year quarter.

#### Depreciation and amortization:

The increase in depreciation and amortization was primarily driven by the addition of assets from the 86 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 16, 2023, technology improvements, and the commencement of operations at our new manufacturing facility in Verona, Virginia.

#### Restructuring and other costs:

The decrease in restructuring and other costs was primarily due to costs incurred in the prior year quarter in connection with our Zoes Kitchen conversion strategy, public company readiness, and the relocation of our collaboration center.

#### Pre-opening costs:

The decrease in pre-opening costs was due to the volume and timing of Net New CAVA Restaurant Openings.

#### Impairment and asset disposal costs:

The decrease in impairment and asset disposal costs was primarily due to higher costs in the prior year quarter in connection with Zoes Kitchen actual and anticipated closures.

#### Interest (income) expense, net:

The increase in interest (income) expense, net, was due to interest income associated with an increase in short term investments as a result of proceeds from the IPO.

### Non-GAAP Financial Measures

In addition to our consolidated financial statements, which are prepared in accordance with GAAP, we present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our operating performance. Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.

Adjusted EBITDA and Adjusted EBITDA Margin are not recognized terms under GAAP and should not be considered as alternatives to net income (loss) or net income (loss) margin as measures of financial performance, or cash provided by operating activities as measures of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and financing cash flows. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Our Adjusted EBITDA and Adjusted EBITDA Margin measures have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:

- Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
- Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
- Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest payments as well as financing activities of our business;
- Adjusted EBITDA does not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes;
- Adjusted EBITDA does not reflect the impact of earnings or cash charges resulting from matters we consider not to be indicative of our ongoing operations;
- although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
- other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

The following tables provides a reconciliation of net income (loss) to Adjusted EBITDA and net income (loss) margin to Adjusted EBITDA Margin:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 | April 16, 2023 |
| --- | ---: | ---: |
| Net income (loss) | $13,993 | $(2,141) |
| Non-GAAP Adjustments |  |  |
| Interest (income) expense, net | (4,914) | 25 |
| Provision for income taxes | 252 | 38 |
| Depreciation and amortization | 17,322 | 12,859 |
| Equity-based compensation | 5,170 | 1,205 |
| Other income, net | (78) | (174) |
| Impairment and asset disposal costs | 1,290 | 2,719 |
| Restructuring and other costs | 282 | 2,215 |
| Adjusted EBITDA | $33,317 | $16,746 |
| Revenue | $259,006 | $203,083 |
| Net income (loss) margin | 5.4% | (1.1)% |
| Adjusted EBITDA margin | 12.9% | 8.2% |

### Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses on a short- and long-term basis are for the expansion of our restaurant base, working capital, and other capital expenditures.

We believe that cash provided by operating activities and existing cash on hand, together with amounts available under our 2022 Credit Facility, will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future, including our expected capital expenditures for expansion of our CAVA restaurant base, operating lease obligations, working capital obligations, and debt service requirements. See Item 1, Financial Statements, Note 6 (Debt) and Note 8 (Leases) to our consolidated financial statements for more information. Our sources of liquidity could be affected by factors described under the section entitled “Risk Factors” in our 2023 Annual Report. Depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.

### Cash Overview

We had cash and cash equivalents of $329.1 million and $332.4 million as of April 21, 2024 and December 31, 2023, respectively. For the sixteen weeks ended April 21, 2024, our operations were funded from cash flows from operations. Our principal uses of liquidity for the sixteen weeks ended April 21, 2024 were to fund new restaurant openings, the construction of our new production facility in Verona, Virginia, and working capital needs.

### Cash Flows

The following table summarizes our cash flows:

*($ in thousands)*

|  | Sixteen Weeks Ended April 21, 2024 | April 16, 2023 | Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Net cash provided by operating activities | $38,386 | $25,679 | $12,707 | 49.5% |
| Net cash used in investing activities | (33,687) | (39,097) | 5,410 | (13.8)% |
| Net cash used in financing activities | (8,010) | (2,991) | (5,019) | 167.8% |
| Net change in cash and cash equivalents | $(3,311) | $(16,409) | $13,098 | (79.8)% |

#### Operating Activities:

The increase in net cash provided by operating activities was primarily due to improved operating performance and interest income associated with an increase in short-term investments as a result of proceeds from the IPO, partially offset by the impact of working capital changes.

#### Investing Activities:

The decrease in net cash used in investing activities was primarily due to the volume and timing of Net New CAVA Restaurant Openings and higher capital expenditures in the prior year period related to the construction of our new manufacturing facility.

#### Financing Activities:

The increase in net cash used in financing activities was primarily due to tax withholding obligations arising from the vesting of restricted stock units.

### Material Cash Commitments

There has been no significant changes to the material cash commitments as disclosed in our 2023 Annual Report, other than those payments made in the ordinary course of business.

### Credit Facility

Refer to Item 1, Financial Statements, Note 6 (Debt), for a description of our 2022 Credit Facility.

### Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore actual results could differ from those estimates. We had no significant changes to our critical accounting estimates as described in our 2023 Annual Report.

### Recent Accounting Pronouncements

Refer to Item 1, Financial Statements, Note 1 (Nature of Operations and Basis of Presentation).

### JOBS Act Election

We are currently an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

## Market risk

As filed, 286 characters.

We are exposed to market risks in the ordinary course of business. The primary risks we face are commodity and food price risks, interest rate risk, and the effects of inflation. There have been no material changes to our exposure to market risks as described in our 2023 Annual Report.

## Controls and procedures

As filed, 1,461 characters.

### Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

### Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended April 21, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed May 29, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-025487. Last ingested by Listed: Oct 24, 2026, 15:14 ET. No prices; not investment advice.