CAVA集團（連同其全資子公司，稱爲「公司」，「CAVA」，「我們」，「我們」和「我們」，除非另有規定）成立於2015年，之前，第一家CAVA餐廳於2011年在馬里蘭州貝塞斯達開業。公司總部位於華盛頓特區，截至2024年10月6日，該公司運營 352Item 2. Unregistered Sales of Equity Securities and Use of Proceeds25 美國各州和華盛頓特區。公司的地中海風味正宗料理集口味和健康於一體，菜單上有主廚精選和可定製的碗和皮塔。公司的醬料、蘸料和調味品在中央生產，用於其餐廳和在雜貨商店銷售。
Total Number of Shares Purchased (1)兩Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and3.5 百萬和 $12.2 截至2024年10月6日的十二週和四十週期間，收入爲XXXX萬美元3.2 XXXX萬美元和XXXX萬美元6.2 分別爲2023年10月1日結束的十二週和四十週期間，相關於其股權激勵計劃和員工股票購買計劃，在隨附的未經審計的簡明綜合損益表中併入一般和管理費用中。
As a percentage of CAVA Revenue, CAVA food, beverage, and packaging increased primarily due to input costs associated with the June 3rd launch of grilled steak.
CAVA labor:
The increase in CAVA labor was primarily due to the 73 Net New CAVA Restaurant Openings during or subsequent to the twelve weeks ended October 1, 2023. The remainder of the increase was primarily due to the impact of higher average hourly wages of 8%.
As a percentage of CAVA Revenue, CAVA labor increased due to the aforementioned incremental wage investments, which includes the impact of Assembly Bill 1228 in California (which we did not offset with an increase to menu price), partially offset by the impact of higher sales.
CAVA occupancy:
The increase in CAVA occupancy was primarily due to the 73 Net New CAVA Restaurant Openings during or subsequent to the twelve weeks ended October 1, 2023.
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 the 73 Net New CAVA Restaurant Openings during or subsequent to the twelve weeks ended October 1, 2023, CAVA Same Restaurant Sales Growth of 18.1%, and increased investments in the integrity of our physical spaces to support our increased restaurant volumes.
As a percentage of CAVA Revenue, CAVA other operating expenses were flat primarily due to operating leverage associated with higher sales offset by the aforementioned investments in the integrity of our physical spaces in support of our increased restaurant volumes.
Other Results
The following table summarizes remaining activity related to our CPG operations:
Twelve Weeks Ended
October 6, 2024
October 1, 2023
Change
(in thousands)
$
% of Revenue
$
% of Revenue
$
%
Revenue
$
2,318
100.0
%
$
1,794
100.0
%
$
524
29.2
%
Food, beverage, and packaging
1,310
56.5
733
40.9
577
78.7
Other operating expenses
180
7.8
154
8.6
26
16.9
The increases noted above were primarily a result of increased sales of dips, spreads, and dressings.
The following table summarizes our consolidated results of operations:
Twelve Weeks Ended
(in thousands)
October 6, 2024
October 1, 2023
Change
$
% of Revenue
$
% of Revenue
$
%
Revenue
$
243,817
100.0
%
$
175,553
100.0
%
$
68,264
38.9
%
Operating expenses:
Restaurant operating expenses (excluding depreciation and amortization)
Food, beverage, and packaging
73,540
30.2
51,818
29.5
21,722
41.9
Labor
61,233
25.1
43,913
25.0
17,320
39.4
Occupancy
16,412
6.7
13,782
7.9
2,630
19.1
Other operating expenses
29,985
12.3
21,553
12.3
8,432
39.1
Total restaurant operating expenses
181,170
74.3
131,066
74.7
50,104
38.2
General and administrative expenses
29,830
12.2
24,472
13.9
5,358
21.9
Depreciation and amortization
14,325
5.9
11,528
6.6
2,797
24.3
Restructuring and other costs
230
0.1
1,092
0.6
(862)
(78.9)
Pre-opening costs
2,819
1.2
3,410
1.9
(591)
(17.3)
Impairment and asset disposal costs
1,675
0.7
1,190
0.7
485
40.8
Total operating expenses
230,049
94.4
172,758
98.4
57,291
33.2
Income from operations
13,768
5.6
2,795
1.6
10,973
N/M
Interest income, net
(4,091)
(1.7)
(3,956)
(2.3)
(135)
3.4
Other income, net
(50)
—
(120)
(0.1)
70
(58.3)
Income before taxes
17,909
7.3
6,871
3.9
11,038
160.6
(Benefit from) provision for income taxes
(57)
—
38
—
(95)
N/M
Net income
$
17,966
7.4
%
$
6,833
3.9
%
$
11,133
162.9%
__________________
N/M data not meaningful
Revenue:
The increase in consolidated revenue was primarily driven by a $67.7 million increase in our CAVA segment. 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 $21.1 million increase in our CAVA segment. Refer to CAVA Segment Results above for more information.
Labor:
The increase in consolidated labor was driven by a $17.3 million increase in our CAVA segment. Refer to CAVA Segment Results above for more information.
Occupancy:
The increase in consolidated occupancy was driven by a $2.6 million increase in our CAVA segment. Refer to CAVA Segment Results above for more information.
Other operating expenses:
The increase in consolidated other operating expenses was driven by an $8.4 million increase in our CAVA segment. Refer to CAVA Segment Results above for more information.
The increase in general and administrative expenses was primarily due to investments to support future growth and the timing of performance-based incentive compensation.
Depreciation and amortization:
The increase in depreciation and amortization was primarily driven by the addition of assets from the 73 Net New CAVA Restaurant Openings during or subsequent to the twelve weeks ended October 1, 2023 and the commencement of operations at our new manufacturing facility in Verona, Virginia in the first quarter of fiscal 2024.
Restructuring and other costs:
The decrease in restructuring and other costs was due in part to costs incurred in the prior year quarter in connection with our Zoes Kitchen conversion strategy.
Pre-opening costs:
The decrease in pre-opening costs was due to the volume and timing of new CAVA restaurant openings.
Impairment and asset disposal costs:
The increase in impairment and asset disposal costs was primarily due to the impact of Hurricane Helene on one of our restaurants in North Carolina and investments in the integrity of our physical spaces in support of our increased restaurant volumes, partially offset by a $0.6 million impairment charge recorded in the prior year quarter.
Interest income, net:
The increase in interest income, net, was due to interest income associated with higher short term investments as a result of proceeds from the IPO.
Income taxes:
The Company’s effective tax rates for the twelve and forty weeks ended October 6, 2024 and October 1, 2023 were not meaningful due to the valuation allowance recorded against deferred tax assets (“DTAs”). Management has evaluated our recent profitability trends and believes that, if current trends persist, it is reasonably possible that in the fourth quarter of fiscal 2024, sufficient positive evidence will become available to allow us to reach the conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain DTAs and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance to be released are subject to change based on the positive evidence, including, but not limited to, the level of expected profitability, that we are able to actually achieve in future periods.
Comparison of the forty weeks ended October 6, 2024 and October 1, 2023
CAVA Segment Results
The following table summarizes the results of the CAVA segment:
Forty Weeks Ended
October 6, 2024
October 1, 2023
Change
(in thousands)
$
% of Revenue
$
% of Revenue
$
%
Revenue
$
729,173
100.0
%
$
541,609
100.0
%
$
187,564
34.6
%
Restaurant operating expenses (excluding depreciation and amortization)
The increase in CAVA Revenue was primarily due to a $125.0 million increase from the 115 Net New CAVA Restaurant Openings during or subsequent to the forty weeks ended October 1, 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 11.1%, which consisted of a 6.6% increase from guest traffic and a 4.5% increase from menu price and product mix. 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 $2.3 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 $37.5 million increase from the 115 Net New CAVA Restaurant Openings during or subsequent to the forty weeks ended October 1, 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 11.1%. As a percentage of CAVA Revenue, CAVA food, beverage, and packaging was flat primarily due to input costs associated with the June 3rd launch of grilled steak offset by lower other input costs.
CAVA labor:
The increase in CAVA labor was primarily due to the 115 Net New CAVA Restaurant Openings during or subsequent to the forty weeks ended October 1, 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 of 8%.
As a percentage of CAVA Revenue, CAVA labor increased due to the aforementioned incremental wage investments, which include the impact of Assembly Bill 1228 in California (which we did not offset with an increase to menu price), partially offset by the impact of higher sales.
CAVA occupancy:
The increase in CAVA occupancy was primarily due to the 115 Net New CAVA Restaurant Openings during or subsequent to the forty weeks ended October 1, 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 the 115 Net New CAVA Restaurant Openings during or subsequent to the forty weeks ended October 1, 2023, of which a portion was attributable to the 28 CAVA restaurants that were converted from Zoes Kitchen locations, investments in the integrity of our physical spaces in support of our increased restaurant volumes, and CAVA Same Restaurant Sales Growth of 11.1%.
As a percentage of CAVA Revenue, CAVA other operating expenses increased due in part to the aforementioned investments in the integrity of our physical spaces in support of our increased restaurant volumes, partially offset by operating leverage associated with higher sales.
The following table summarizes our consolidated results of operations:
Forty Weeks Ended
(in thousands)
October 6, 2024
October 1, 2023
Change
$
% of Revenue
$
% of Revenue
$
%
Revenue
$
736,318
100.0
%
$
551,530
100.0
%
$
184,788
33.5
%
Operating expenses:
Restaurant operating expenses (excluding depreciation and amortization)
Food, beverage, and packaging
216,326
29.4
161,936
29.4
54,390
33.6
Labor
186,134
25.3
138,484
25.1
47,650
34.4
Occupancy
52,751
7.2
43,781
7.9
8,970
20.5
Other operating expenses
90,734
12.3
66,847
12.1
23,887
35.7
Total restaurant operating expenses
545,945
74.1
411,048
74.5
134,897
32.8
General and administrative expenses
91,951
12.5
76,817
13.9
15,134
19.7
Depreciation and amortization
45,380
6.2
35,096
6.4
10,284
29.3
Restructuring and other costs
582
0.1
5,160
0.9
(4,578)
(88.7)
Pre-opening costs
9,500
1.3
12,809
2.3
(3,309)
(25.8)
Impairment and asset disposal costs
3,795
0.5
4,295
0.8
(500)
(11.6)
Total operating expenses
697,153
94.7
545,225
98.9
151,928
27.9
Income from operations
39,165
5.3
6,305
1.1
32,860
N/M
Interest income, net
(12,829)
(1.7)
(4,630)
(0.8)
(8,199)
177.1
Other income, net
(188)
—
(412)
(0.1)
224
(54.4)
Income before taxes
52,182
7.1
11,347
2.1
40,835
N/M
Provision for income taxes
482
0.1
116
—
366
N/M
Net income
$
51,700
7.0
%
$
11,231
2.0
%
$
40,469
N/M
__________________
N/M data not meaningful
Revenue:
The increase in consolidated revenue was primarily driven by a $187.6 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 $54.7 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 $49.2 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 $9.5 million increase in our CAVA segment, partially offset by a $0.5 million decrease in our Zoes Kitchen segment. Refer to CAVA Segment Results above for more information.
The increase in consolidated other operating expenses was primarily driven by a $24.7 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 investments to support future growth, higher equity-based compensation associated with awards made in connection with the IPO, and recurring public company costs, partially offset by $1.1 million in certain non-recurring public company costs in the prior year period.
Depreciation and amortization:
The increase in depreciation and amortization was primarily driven by the addition of assets from the 115 Net New CAVA Restaurant Openings during or subsequent to the forty weeks ended October 1, 2023, the commencement of operations at our new manufacturing facility in Verona, Virginia in the first quarter of fiscal 2024, and technology improvements.
Restructuring and other costs:
The decrease in restructuring and other costs was primarily due to costs incurred in the prior year period 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 new CAVA restaurant openings.
Impairment and asset disposal costs:
The decrease in impairment and asset disposal costs was primarily due to $1.3 million of impairment charges and higher costs in connection with Zoes Kitchen actual and anticipated closures in the prior year period, partially offset by investments in the integrity of our physical spaces in support of our increased restaurant volumes and the impact of Hurricane Helene on one of our restaurants in North Carolina.
Interest income, net:
The increase in interest income, net, was due to interest income associated with higher 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 these non-GAAP financial measures 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 or net income 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 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 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 to Adjusted EBITDA and net income margin to Adjusted EBITDA Margin:
Twelve Weeks Ended
Forty Weeks Ended
(in thousands)
October 6, 2024
October 1, 2023
October 6, 2024
October 1, 2023
Net income
$
17,966
$
6,833
$
51,700
$
11,231
Non-GAAP Adjustments
Interest income, net
(4,091)
(3,956)
(12,829)
(4,630)
(Benefit from) provision for income taxes
(57)
38
482
116
Depreciation and amortization
14,325
11,528
45,380
35,096
Equity-based compensation
3,481
3,183
12,222
6,166
Other income, net
(50)
(120)
(188)
(412)
Impairment and asset disposal costs
1,675
1,190
3,795
4,295
Restructuring and other costs
230
1,092
582
5,160
Certain non-recurring public company costs
—
—
—
1,113
Adjusted EBITDA
$
33,479
$
19,788
$
101,144
$
58,135
Revenue
$
243,817
$
175,553
$
736,318
$
551,530
Net income margin
7.4
%
3.9
%
7.0
%
2.0
%
Adjusted EBITDA Margin
13.7
%
11.3
%
13.7
%
10.5
%
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet our current and expected future operating needs. Our expected primary uses of cash 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, and working capital obligations. 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 $367.2 million and $332.4 million as of October 6, 2024 and December 31, 2023, respectively. For the forty weeks ended October 6, 2024, our operations were funded from cash flows from operations.
Our principal uses of liquidity for the forty weeks ended October 6, 2024 were to fund new restaurant openings, working capital needs and the finalization of construction of our new production facility in Verona, Virginia.
Cash Flows
The following table summarizes our cash flows:
Forty Weeks Ended
Change
(in thousands)
October 6, 2024
October 1, 2023
$
%
Net cash provided by operating activities
$
131,174
$
73,088
$
58,086
79.5
%
Net cash used in investing activities
(80,389)
(107,564)
27,175
(25.3)
Net cash (used in) provided by financing activities
(16,053)
335,750
(351,803)
(104.8)
Net change in cash and cash equivalents
$
34,732
$
301,274
$
(266,542)
(88.5)
%
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.
Investing Activities:
The decrease in net cash used in investing activities was primarily due to higher capital expenditures in the prior year period related to the construction of our new manufacturing facility and the volume and timing of new CAVA restaurant openings.
Financing Activities:
The change in net cash (used in) provided by financing activities was primarily due to proceeds from the IPO in the prior year period and higher tax withholding obligations arising from the vesting of restricted stock units in the forty weeks ended October 6, 2024 compared with the prior year period.
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. As of July 14, 2024, the market value of our common stock held by non-affiliates exceeded $700.0 million. As a result, the Company will become a large accelerated filer beginning December 30, 2024, the first day of our next fiscal year, and will no longer be an emerging growth company for future filings. Therefore, as of that date, we will be required to comply with new or revised accounting standards as of the effective dates applicable to public companies that are not emerging growth companies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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.
Item 4. Controls and Procedures
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 October 6, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The information required with respect to this Part II, Item 1 can be found under Financial Statements, Note 9 (Commitments and Contingencies), to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in our 2023 Annual Report, except as follows:
We will no longer qualify as an “emerging growth company” after December 29, 2024, and, as a result, we will have to comply with increased disclosure and compliance requirements.
We are currently an “emerging growth company” as defined in the JOBS Act. However, because the market value of our common stock held by non-affiliates exceeded $700.0 million as of July 14, 2024, we will no longer qualify as an emerging growth company as of December 29, 2024, the last day of our current fiscal year, and will be a large accelerated filer beginning December 30, 2024 for future filings.
As a large accelerated filer, we will be subject to certain disclosure and compliance requirements that apply to other public companies that did not previously apply to us due to our status as an emerging growth company. These requirements include, but are not limited to:
•the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002;
•compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;
•the requirement that we provide more detailed disclosures regarding executive compensation; and
•the requirement that we hold a non-binding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved.
The loss of emerging growth company status and compliance with the additional requirements of being a large accelerated filer together with being a public company has resulted and will continue to result in increased legal, accounting and financial compliance costs, and costs associated with investor relations activities, and cause management and other personnel to divert attention from operational and other business matters to devote substantial time to public company reporting requirements. In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which would require additional financial and management resources.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the twelve weeks ended October 6, 2024, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Exchange Act.
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 15, 2024 to August 11, 2024
619
$
79.99
—
—
August 12, 2024 to September 8, 2024
98
116.13
—
—
September 9, 2024 to October 6, 2024
3,525
123.63
—
—
Total
4,242
$
117.09
—
—
__________________
(1) Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's 2015 Equity Incentive Plan and 2023 Equity Incentive Plan.
During the twelve weeks ended October 6, 2024, no directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.
XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
X Filed Herewith
† Indicates a management contract or compensatory plan, contract or arrangement
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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 on November 12, 2024.