Good Times(GTIM) - 2024 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, statements of shareholders' equity, and statements of cash flows, along with detailed notes explaining the basis of presentation, accounting policies, and specific financial line items for the Company and its subsidiaries Condensed Consolidated Balance Sheets (Unaudited) This section presents the Company's financial position, detailing assets, liabilities, and shareholders' equity at specific reporting dates | ASSETS (in thousands) | June 25, 2024 | September 26, 2023 | | :-------------------- | :------------ | :----------------- | | Cash and cash equivalents | $4,819 | $4,182 | | Total current assets | $7,709 | $6,521 | | Total net property and equipment | $22,951 | $23,036 | | Total other assets | $59,417 | $61,531 | | TOTAL ASSETS | $90,077 | $91,088 | | LIABILITIES AND SHAREHOLDERS' EQUITY (in thousands) | | | | Total current liabilities | $16,543 | $14,890 | | Total long-term liabilities | $40,516 | $43,204 | | Total shareholders' equity | $33,018 | $32,994 | | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $90,077 | $91,088 | Condensed Consolidated Statements of Operations (Unaudited) This section outlines the Company's revenues, operating costs, and net income for the reported periods | (in thousands, except per share data) | Quarter Ended June 25, 2024 (13 Weeks) | Quarter Ended June 27, 2023 (13 Weeks) | Year-to-Date June 25, 2024 (39 Weeks) | Year-to-Date June 27, 2023 (39 Weeks) | | :------------------------------------ | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Total net revenues | $37,942 | $35,632 | $106,521 | $103,829 | | Total restaurant operating costs | $33,068 | $31,105 | $94,688 | $91,959 | | General and administrative costs | $2,680 | $2,377 | $7,791 | $7,070 | | Advertising costs | $749 | $751 | $2,665 | $2,423 | | Impairment of long-lived assets | $199 | $965 | $199 | $1,041 | | Income from operations | $1,228 | $444 | $1,498 | $1,368 | | Net income | $1,398 | $977 | $1,595 | $11,815 | | Net income attributable to common shareholders | $1,321 | $842 | $1,383 | $11,336 | | Basic EPS | $0.12 | $0.07 | $0.12 | $0.96 | | Diluted EPS | $0.12 | $0.07 | $0.12 | $0.95 | Consolidated Statements of Shareholders' Equity (Unaudited) This section details changes in the Company's equity components, including treasury stock, common stock, and accumulated deficit - Total shareholders' equity increased slightly from $32,994 thousand at September 26, 2023, to $33,018 thousand at June 25, 2024, influenced by stock-based compensation, common stock repurchases, non-controlling interest, and net income attributable to common shareholders[7] Shareholders' Equity (in thousands) | (in thousands) | September 26, 2023 | June 25, 2024 | | :------------- | :----------------- | :------------ | | Treasury Stock, at cost | $(4,908) | $(6,697) | | Common Stock, Par Value | $13 | $13 | | Capital Contributed in Excess of Par Value | $56,701 | $56,807 | | NonControlling Interest Partnerships | $423 | $747 | | Accumulated Deficit | $(19,235) | $(17,852) | | Total Shareholders' Equity | $32,994 | $33,018 | Condensed Consolidated Statements of Cash Flows (Unaudited) This section summarizes cash flows from operating, investing, and financing activities, showing the net change in cash and equivalents Cash Flows (in thousands) | (in thousands) | Year-to-Date June 25, 2024 | Year-to-Date June 27, 2023 | | :------------- | :------------------------- | :------------------------- | | Net cash provided by operating activities | $4,736 | $4,707 | | Net cash used in investing activities | $(2,802) | $(3,178) | | Net cash used in financing activities | $(1,297) | $(6,751) | | Net change in cash and cash equivalents | $637 | $(5,222) | | Cash and cash equivalents, end of period | $4,819 | $3,684 | Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations for the Company's financial statements, accounting policies, and specific line items Note 1. Basis of Presentation This note describes the entities included in the consolidated financial statements and the Company's restaurant operations - The Company's unaudited condensed consolidated financial statements include Good Times Restaurants Inc. and its wholly-owned subsidiaries, one partnership (50% interest, full management control), and five limited liability companies (sole owner since January 2023)[11][12] - The Company operates and licenses full-service Bad Daddy's Burger Bar restaurants (Colorado, Southeast US) and operates and franchises drive-thru fast-food Good Times Burgers & Frozen Custard restaurants (Colorado, Wyoming)[12] - The fiscal quarters ended June 25, 2024, and June 27, 2023, each consisted of 13 weeks, and the year-to-date periods each consisted of 39 weeks[14] Note 2. Recent Accounting Pronouncements This note discusses the expected impact of recently issued accounting standards on the Company's financial statements - The Company expects to retrospectively implement ASU 2023-07 (Segment Reporting) in fiscal year 2025 but does not anticipate a material effect on its consolidated financial statements[18] Note 3. Revenue This note explains the primary sources of revenue, including restaurant sales and franchise fees - Revenues primarily consist of restaurant sales and franchise revenue, including franchisee contributions to Advertising Funds, with revenue from gift card breakage and the GT Rewards loyalty program being immaterial[19][20] - Franchise revenues include sales-based royalties, Advertising Fund contributions, area development fees, and franchisee fees, recognized as underlying sales occur or services are satisfied[21] Note 4. Goodwill and Intangible Assets This note provides details on the Company's goodwill and intangible assets, including their carrying amounts and impairment assessments Goodwill and Intangible Assets (in thousands) | (in thousands) | June 25, 2024 Net Carrying Amount | September 26, 2023 Net Carrying Amount | | :------------- | :-------------------------------- | :------------------------------------- | | Non-compete agreements | $24 | $36 | | Reacquired franchise rights | $12 | $15 | | Trademarks | $3,900 | $3,900 | | Goodwill | $5,713 | $5,713 | - Goodwill is primarily attributable to the Bad Daddy's reporting unit ($5,617,000) and Good Times reporting unit ($96,000), with no goodwill impairment losses recorded in the periods presented[22] Note 5. Stock-Based Compensation This note outlines the stock-based compensation expense recognized by the Company for the reported periods Stock-Based Compensation Recognized (in thousands) | (in thousands) | Quarter Ended June 25, 2024 | Quarter Ended June 27, 2023 | | :------------- | :-------------------------- | :-------------------------- | | Stock-based compensation recognized | $28 | $14 | Stock-Based Compensation Recognized (in thousands) | (in thousands) | Three Quarters Ended June 25, 2024 | Three Quarters Ended June 27, 2023 | | :------------- | :--------------------------------- | :--------------------------------- | | Stock-based compensation recognized | $106 | $104 | Note 6. Prepaid expenses and other current assets This note details the components of prepaid expenses and other current assets Prepaid Expenses and Other Current Assets (in thousands) | (in thousands) | June 25, 2024 | September 26, 2023 | | :------------- | :------------ | :----------------- | | Prepaid insurance | $290 | $- | | Prepaid software licenses and maintenance contracts | $180 | $88 | | Prepaid licenses and permits | $82 | $42 | | Other | $110 | $33 | | Total | $662 | $163 | Note 7. Other Accrued Liabilities This note itemizes the Company's other accrued liabilities, including wages, gift card liability, and taxes Other Accrued Liabilities (in thousands) | (in thousands) | June 25, 2024 | September 26, 2023 | | :------------- | :------------ | :----------------- | | Wages and other employee benefits | $3,207 | $2,893 | | Gift card liability, net of breakage | $1,511 | $1,108 | | Taxes, other than income taxes | $1,388 | $1,275 | | General expense accrual and other | $1,160 | $1,175 | | Total | $7,266 | $6,451 | Note 8. Notes Payable and Long-Term Debt This note describes the Company's debt instruments, including the Cadence Credit Facility and the Parker Promissory Note - The Company maintains an $8,000,000 Cadence Credit Facility maturing April 20, 2028, secured by substantially all assets, with $750,000 borrowed and $7,240,000 of committed funds available as of June 25, 2024[27][31] - The weighted average interest rate on the Cadence Credit Facility was 8.42% as of June 25, 2024[29] - An unsecured Parker Promissory Note has an outstanding principal balance of $380,000 as of June 25, 2024, with a 5.00% interest rate, subordinate to the Cadence Credit Facility[32] Note 9. Earnings per Common Share This note presents the basic and diluted weighted average common shares outstanding for earnings per share calculations Weighted Average Common Shares Outstanding | Weighted Average Common Shares Outstanding | Quarter Ended June 25, 2024 | Quarter Ended June 27, 2023 | Year-to-Date June 25, 2024 | Year-to-Date June 27, 2023 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :------------------------- | :------------------------- | | Basic | 10,933,758 | 11,700,044 | 11,149,181 | 11,853,441 | | Diluted | 11,034,487 | 11,769,286 | 11,246,353 | 11,910,491 | Note 10. Contingent Liabilities and Liquidity This note addresses potential losses from contingent liabilities and the Company's liquidity assessment - Management believes that any reasonably possible losses associated with contingent liabilities (claims, litigation) have been adequately accrued or would be immaterial to the financial statements[34] Note 11. Leases This note provides details on the Company's operating leases, including remaining terms, discount rates, and future payment obligations - The Company's material long-term operating leases are for restaurant land and buildings, with initial terms of 10-20 years and renewal options of 10-15 years[36] Lease Metrics | Lease Metrics | June 25, 2024 | June 27, 2023 | | :------------ | :------------ | :------------ | | Weighted average remaining lease term (in years) | 7.52 | 8.16 | | Weighted average discount rate | 5.2% | 5.0% | | Cash paid for operating lease liabilities (YTD) | $5,817 | $5,771 | Future Minimum Lease Payments (in thousands) | Future Minimum Lease Payments (in thousands) | Total | | :------------------------------------------- | :---- | | One Year | $8,402 | | Two Years | $8,066 | | Three Years | $7,754 | | Four Years | $7,202 | | Five Years | $5,867 | | Thereafter | $17,952 | | Total minimum lease payments | $55,243 | | Less: imputed interest | $(9,760) | | Present value of lease liabilities | $45,483 | Note 12. Impairment of Long-Lived Assets and Trademarks This note reports impairment costs related to long-lived assets and confirms no impairment for acquired trademarks Impairment Costs (in thousands) | Impairment Costs (in thousands) | Three Quarters Ended June 25, 2024 | Three Quarters Ended June 27, 2023 | | :------------------------------ | :--------------------------------- | :--------------------------------- | | Impairment of long-lived assets | $199 | $1,041 | - Impairments in the current period were primarily related to lease right-of-use assets and new assets in previously impaired restaurants, with no impairment required for acquired trademarks[40] Note 13. Income Taxes This note presents the effective income tax rates and explains the factors influencing them Effective Income Tax Rate | Effective Income Tax Rate | Three Periods Ended June 25, 2024 | Three Periods Ended June 27, 2023 | | :------------------------ | :-------------------------------- | :-------------------------------- | | Quarterly | (15.21%) | (189.98%) | | Year-to-Date | (15.09%) | (1,261.02%) | - The increase in effective income tax rates is primarily due to the additional release of the Company's valuation allowance in the prior year quarter and an increase in book income[42] Note 14. Non-Controlling Interests This note details the activity and composition of non-controlling interests in the Company's consolidated financial statements Non-Controlling Interests Activity (in thousands) | Non-Controlling Interests Activity (in thousands) | Total | | :------------------------------------------------ | :---- | | Balance at September 26, 2023 | $423 | | Income | $212 | | Contributions | $200 | | Distributions | $(88) | | Balance at June 25, 2024 | $747 | - Non-controlling interests at June 25, 2024, consisted of one joint-venture partnership involving six Good Times restaurants, where the Company is the general partner and owns a 50.0% interest[45] Note 15. Segment Reporting This note provides financial information for the Company's two operating segments: Bad Daddy's and Good Times - The Company reports two segments: Bad Daddy's (full-service) and Good Times (quick-service)[46] Segment Financials (in thousands) | (in thousands) | Bad Daddy's Q3 2024 | Good Times Q3 2024 | Bad Daddy's YTD 2024 | Good Times YTD 2024 | | :------------- | :------------------ | :----------------- | :------------------- | :------------------ | | Revenues | $27,410 | $10,532 | $78,107 | $28,414 | | Income (loss) from operations | $388 | $840 | $7 | $1,491 | | Capital expenditures | $481 | $1,264 | $968 | $1,871 | | Property and equipment, net | $17,747 | $5,204 | $17,747 | $5,204 | | Total assets | $65,319 | $24,758 | $65,319 | $24,758 | Note 16. Subsequent Events This note discloses significant events occurring after the balance sheet date, such as legal settlements - On July 29, 2024, the Company settled a Department of Justice investigation regarding alleged Americans with Disabilities Act violations, with all expected payments adequately accrued as of June 25, 2024[49] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of the Company's operations, growth strategies, and a detailed analysis of financial performance for the fiscal quarter and year-to-date periods ended June 25, 2024, compared to the prior year, covering revenue, operating costs, profitability, and key financial metrics, highlighting the impact of acquisitions, menu pricing, and inflationary pressures Overview This section provides an overview of the Company's restaurant concepts and operational structure - Good Times Restaurants Inc. operates and licenses Bad Daddy's Burger Bar (full-service) and operates and franchises Good Times Burgers & Frozen Custard (drive-through fast-food)[51] Forward Looking Statements This section highlights key risks and uncertainties that could impact the Company's future financial performance - Forward-looking statements are subject to risks including business disruption from public health emergencies, intense competition, potential same-store sales declines, and inability to offset increased input costs (food, labor, energy) through menu price increases[52][53][54] Growth Strategies and Outlook This section outlines the Company's plans for organic sales growth and cautious unit expansion - The Company aims for organic sales growth by increasing customer traffic and brand awareness, with unit growth opportunities for both concepts but increased scrutiny on real estate selection and a conservative approach to leverage due to higher costs and volatile inflation[56] Restaurant Locations This section details the number and types of company-owned and franchised restaurant locations Restaurant Locations | Restaurant Type | June 25, 2024 | June 27, 2023 | | :-------------- | :------------ | :------------ | | Company-Owned/Co-Developed Bad Daddy's | 40 | 39 | | Company-Owned/Co-Developed Good Times | 26 | 23 | | Franchise/License Bad Daddy's | 1 | 1 | | Franchise/License Good Times | 5 | 8 | | Total Restaurants | 72 | 71 | - The Company acquired one Good Times restaurant from a franchisee during the quarter ended June 25, 2024, and two Good Times restaurants in Q4 2023, while one Bad Daddy's restaurant opened in Madison, Alabama, in Q4 2023[59] Results of Operations - Fiscal quarter ended June 25, 2024 (13 weeks) compared to fiscal quarter ended June 27, 2023 (13 weeks) This section analyzes the Company's financial performance for the recent fiscal quarter, comparing key revenue and cost metrics year-over-year Quarterly Results of Operations (in thousands) | Metric (in thousands) | Q3 2024 | Q3 2023 | Change ($) | Change (%) | | :-------------------- | :------ | :------ | :--------- | :--------- | | Total Net Revenues | $37,942 | $35,632 | $2,310 | 6.5% | | Bad Daddy's restaurant sales | $27,327 | $26,085 | $1,242 | 4.8% | | Good Times restaurant sales | $10,415 | $9,291 | $1,124 | 12.1% | | Franchise revenues | $200 | $256 | $(56) | (21.9%) | | Income from Operations | $1,228 | $444 | $784 | 176.6% | | Net Income | $1,398 | $977 | $421 | 43.1% | | Basic EPS | $0.12 | $0.07 | $0.05 | 71.4% | - Bad Daddy's same-store sales increased 1.2%, driven by customer traffic and 4.4% menu price increases, while Good Times same-store sales increased 5.8% due to increased customer traffic and 3.9% menu price increases[63][64] - Food and packaging costs increased to 31.0% of restaurant sales (from 30.9%) primarily due to higher commodity purchase prices[65] - Payroll and other employee benefit costs decreased as a percentage of sales to 33.5% (from 33.8%) for Bad Daddy's due to greater labor productivity, but increased for Good Times to 32.7% (from 31.1%) due to additional restaurants, operating hours, and higher wage rates[66][67][68] - General and administrative costs increased by $303,000, mainly due to higher home office payroll, multi-unit supervisory roles, and legal reserves, partially offset by decreases in professional services and health insurance gains[72][73] - Impairment of long-lived assets decreased significantly to $199,000 (from $965,000), primarily related to a lease right-of-use asset for one Bad Daddy's location[75] Results of Operations - Fiscal three quarters ended June 25, 2024 (39 weeks) compared to fiscal three quarters ended June 27, 2023 (39 weeks) This section analyzes the Company's financial performance for the year-to-date period, comparing key revenue and cost metrics year-over-year Year-to-Date Results of Operations (in thousands) | Metric (in thousands) | YTD 2024 | YTD 2023 | Change ($) | Change (%) | | :-------------------- | :------- | :------- | :--------- | :--------- | | Total Net Revenues | $106,521 | $103,829 | $2,692 | 2.6% | | Bad Daddy's restaurant sales | $77,896 | $77,592 | $304 | 0.4% | | Good Times restaurant sales | $28,057 | $25,531 | $2,526 | 9.9% | | Franchise revenues | $568 | $706 | $(138) | (19.5%) | | Income from Operations | $1,498 | $1,368 | $130 | 9.5% | | Net Income | $1,595 | $11,815 | $(10,220) | (86.5%) | | Basic EPS | $0.12 | $0.96 | $(0.84) | (87.5%) | - Bad Daddy's same-store sales decreased 2.7% due to general weakness in casual dining and weaker traffic, partially offset by 4.4% menu price increases, while Good Times same-store sales increased 3.7% due to menu price increases and increased customer traffic[82][83] - Food and packaging costs decreased as a percentage of sales for both Bad Daddy's (31.0% from 31.1%) and Good Times (30.2% from 31.5%), primarily due to menu price increases[84][85] - Payroll and other employee benefit costs increased as a percentage of sales for Good Times (33.8% from 33.4%) due to additional restaurants and higher wage rates, while Bad Daddy's remained flat (34.7%)[86][87] - General and administrative costs increased by $721,000, driven by higher costs for multi-unit supervisory roles, legal reserves, and home office payroll, partially offset by professional services and health insurance gains[91][93] - Net income decreased significantly year-over-year, primarily due to a large prior-year benefit from the release of a deferred tax asset valuation allowance[97] Adjusted EBITDA This section defines and presents Adjusted EBITDA as a non-GAAP measure for evaluating operational performance - Adjusted EBITDA is a non-GAAP measure used by management and investors to evaluate performance and business trends, excluding interest, income taxes, depreciation, amortization, non-cash stock-based compensation, preopening expense, asset impairment, GAAP rent-cash rent difference, and loss/gain on asset sales[99][101] Adjusted EBITDA (in thousands) | (in thousands) | Quarter Ended June 25, 2024 | Quarter Ended June 27, 2023 | Year-to-Date June 25, 2024 | Year-to-Date June 27, 2023 | | :------------- | :-------------------------- | :-------------------------- | :------------------------- | :------------------------- | | Net Income | $1,321 | $842 | $1,383 | $11,336 | | EBITDA | $2,110 | $1,233 | $4,103 | $3,580 | | Adjusted EBITDA | $2,144 | $2,148 | $3,551 | $4,353 | Liquidity and Capital Resources This section discusses the Company's working capital, cash flows, debt facilities, and share repurchase program - As of June 25, 2024, the Company had a working capital deficit of $8,834,000, influenced by quick cash collection from sales, longer vendor payment terms, increased gift card sales, and short-term lease liabilities[104] - The Company believes it has sufficient capital for fiscal 2024 working capital and recurring capital expenditure needs, to be funded by existing cash or future borrowings from the Cadence Credit Facility[104] - A $5.0 Million share repurchase program was authorized in February 2022; as of June 25, 2024, $507,000 remained available under the plan, with 1,613,282 shares purchased[105][121] Cash Flows (in thousands) | Cash Flows (in thousands) | Year-to-Date June 25, 2024 | Year-to-Date June 27, 2023 | | :------------------------ | :------------------------- | :------------------------- | | Net cash provided by operating activities | $4,736 | $4,707 | | Net cash used in investing activities | $(2,802) | $(7,572) | | Net cash used in financing activities | $(1,297) | $(2,357) | | Net change in cash and cash equivalents | $637 | $(5,222) | Impact of Inflation This section addresses the effects of rising commodity prices, labor costs, and property taxes on the Company's operations - The Company is experiencing high and volatile commodity prices, particularly for proteins like ground beef, which are expected to remain elevated, and significant wage increases are necessary to attract employees, especially in Colorado due to inflation-indexed minimum wages[110] - Real property taxes have increased due to higher property valuations, and while menu price increases are a historical strategy, consumer preferences and competitor discounting may limit the ability to fully offset these rising input costs[110][111] Seasonality This section explains how seasonal factors and weather conditions influence the Company's restaurant sales - Revenues are subject to seasonal fluctuations, with adverse weather in December-March affecting Colorado restaurant sales, particularly Good Times, and Bad Daddy's typically sees seasonal reductions in November-January due to general consumer spending patterns[112] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section is not required for the Company's filing - The Company is not required to provide quantitative and qualitative disclosures about market risk[113] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no significant changes in internal control over financial reporting Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures - The Company's CEO and Senior VP of Finance and Accounting concluded that disclosure controls and procedures were effective as of June 25, 2024[114] Changes in Internal Control over Financial Reporting This section reports on any changes in the Company's internal control over financial reporting - No significant changes in internal control over financial reporting occurred during the fiscal quarter ended June 25, 2024, that materially affected or are reasonably likely to materially affect it[115] PART II – OTHER INFORMATION Item 1. Legal Proceedings This section details ongoing legal matters, including a significant lawsuit where the Company's counterclaim for breach of covenant not to sue was affirmed by the court of appeals, leading to a reversal of a previous contingency reserve - The Company is involved in various claims and litigation, with management believing any reasonably possible losses are adequately accrued or immaterial[117] - In a lawsuit (White Winston Select Asset Funds, LLC and GT Acquisition Group, Inc. v. Good Times Restaurants, Inc.), the court of appeals affirmed the dismissal of plaintiffs' claims and reversed the dismissal of Good Times' counterclaim for breach of a covenant not to sue[118][119] - Due to the favorable appellate decision, the Company reversed a previous contingency reserve of $332,000 during the quarter ended March 26, 2024, with Good Times' claimed damages exceeding $3 million, and the trial court will now consider White Winston's liability[119] Item 1A. Risk Factors This section refers to previously disclosed risk factors in the Company's Annual Report on Form 10-K and prior Quarterly Report on Form 10-Q, stating no material changes have occurred - No material changes have occurred from the risk factors disclosed in the Annual Report on Form 10-K for fiscal year ended September 2023 and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2024[120] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's share repurchase program and additional common stock purchases, including the number of shares bought and the remaining authorization - The Company's Board authorized a $5.0 Million share repurchase program effective February 7, 2022, and as of June 25, 2024, 1,613,282 shares were purchased, leaving approximately $507,000 available[121] Share Repurchase Activity | Period | Total shares purchased | Average price paid per share | Maximum dollar value remaining | | :----- | :--------------------- | :--------------------------- | :----------------------------- | | 03/27/2024 – 04/23/2024 | 31,235 | $2.55 | | | 04/24/2024 – 05/21/2024 | 36,700 | $2.78 | | | 05/22/2024 – 06/25/2024 | 24,305 | $2.61 | | | Total (Q3 2024) | 92,240 | | $507,000 | - On May 30, 2024, the Company also purchased 171,276 shares of common stock at $2.60 per share in a private transaction outside the repurchase program[123] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[124] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[125] Item 5. Other Information This section confirms that no directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 25, 2024[126] Item 6. Exhibits This section lists the exhibits furnished as part of the report, including amendments to the credit agreement, certifications, and XBRL documents - Exhibits include the First and Second Amendments to the Credit Agreement with Cadence Bank, certifications from the CEO and Principal Financial Officer, and various XBRL documents[127] SIGNATURES This section contains the signatures of the Chief Executive Officer and Senior Vice President of Finance and Accounting, certifying the report - The report is signed by Ryan M. Zink, Chief Executive Officer, and Keri A. August, Senior Vice President of Finance and Accounting, on August 1, 2024[128]