BurgerFi(BFI) - 2023 Q1 - Quarterly Report

Part I. Financial Information This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, recent acquisitions, debt, equity, and segment information Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheet Highlights (in thousands): | Metric | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Total Assets | $368,267 | $317,719 | | Total Liabilities | $202,161 | $144,444 | | Total Current Assets | $18,830 | $21,223 | | Cash | $13,323 | $14,889 | | Goodwill | $98,218 | $98,000 | | Intangible Assets, net | $166,601 | $168,723 | Condensed Consolidated Statements of Operations This section outlines the company's financial performance over a period, showing revenue, expenses, and net loss Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data): | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------- | :-------------------------- | :-------------------------- | | Total Revenue | $44,933 | $10,930 | | Operating Loss | $(11,034) | $(2,657) | | Net Loss | $(13,560) | $(8,210) | | Basic and Diluted Net Loss per Common Share | $(0.62) | $(0.46) | Condensed Consolidated Statements of Changes in Stockholders' Equity This section details the changes in the company's equity accounts over a period, including common stock and accumulated deficit Condensed Consolidated Statements of Changes in Stockholders' Equity Highlights (in thousands, except share data): | Metric | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :------------- | :---------------- | | Common Stock Shares Outstanding | 22,042,583 | 21,303,500 | | Total Stockholders' Equity | $166,106 | $173,275 | | Accumulated Deficit | $(137,279) | $(123,719) | Condensed Consolidated Statements of Cash Flows This section reports the cash generated and used by the company across operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights (in thousands): | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided by Operating Activities | $1,861 | $1,026 | | Net Cash Used in Investing Activities | $(693) | $(1,609) | | Net Cash Used in Financing Activities | $(2,734) | $(3,022) | | Net Decrease in Cash | $(1,566) | $(3,605) | | Cash, End of Period | $13,323 | $36,778 | Notes to Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. Organization and Summary of Significant Accounting Policies This note describes the company's structure, operations, and key accounting policies, including recent accounting standard adoptions - BurgerFi International, Inc. is a multi-brand restaurant company operating BurgerFi (124 locations, 27 corporate-owned, 97 franchised) and Anthony's Coal Fired Pizza & Wings (61 corporate-owned locations). The Anthony's acquisition was completed on November 3, 2021[16][17][18] - The company adopted ASU 2016-02, Leases (Topic 842), effective January 1, 2022, using a modified retrospective approach without restating comparative periods[30] 2. Property & Equipment This note details the company's property and equipment, net, and associated depreciation expenses Property & Equipment, Net (in thousands): | Metric | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Property & Equipment – net | $27,949 | $29,035 | - Depreciation expense for the three months ended March 31, 2022, was $2.3 million, a significant increase from $0.3 million in the prior year, primarily due to the Anthony's acquisition[33] 3. Intangible Assets This note provides information on the company's intangible assets, including franchise agreements, trade names, and amortization expense Intangible Assets, Net (in thousands): | Intangible Asset | March 31, 2022 Net Carrying Value | December 31, 2021 Net Carrying Value | | :------------------------------ | :-------------------------------- | :----------------------------------- | | Franchise agreements | $20,256 | $21,143 | | Trade names / trademarks | $139,332 | $140,530 | | Liquor license | $6,678 | $6,678 | | Total Intangible Assets, net | $166,601 | $168,723 | - Intangible asset amortization expense for the three months ended March 31, 2022, was $2.1 million, compared to $1.8 million in the prior year[35] 4. Acquisitions This note details recent acquisitions, including the provisional purchase price allocation and goodwill adjustments - The company acquired 100% of Hot Air, Inc. (Anthony's) on November 3, 2021. The allocation of the purchase price is provisional and subject to revision[16][36][37] Goodwill Changes (in thousands): | Metric | Amount | | :-------------------- | :----- | | Goodwill as of December 31, 2021 | $80,495 | | Adjustments | $218 | | Goodwill as of March 31, 2022 | $80,713 | 5. Related Party Transactions This note discloses transactions with related parties, including royalty revenue and lease agreements - The company received approximately $0.1 million in royalty revenue from franchisees related to a significant stockholder for both the three months ended March 31, 2022, and 2021[41] - Leases corporate office space and a restaurant from entities controlled by the Company's Executive Chairman of the Board. A new corporate office lease was entered into in February 2022, expanding space and extending the term to 2032[42][43] 6. Commitments and Contingencies This note outlines the company's contractual commitments and potential liabilities from legal proceedings and claims - Total rent expense for the three months ended March 31, 2022, was approximately $3.8 million, compared to $0.8 million in the prior year[45] - The company is involved in several legal proceedings, including a class action lawsuit regarding bylaws, a franchisee dispute, a claim from a former CEO, a landlord dispute, and allegations from Lion Point Capital and John Rosatti regarding registration rights[48][49][50][51][53][54][55] - Potential liability for employment-related claims could be up to $0.8 million, and for general liability and other claims up to $0.4 million, both of which are believed to be covered under the Company's insurance policies[58][59] 7. Redeemable Preferred Stock This note details the company's redeemable preferred stock, including non-cash interest expense and redemption terms - The company recorded non-cash interest expense of $0.9 million on redeemable preferred stock for the three months ended March 31, 2022, representing the accretion to its estimated redemption value[60] 8. Debt This note provides a breakdown of the company's debt, including term loans, revolving credit, and related party notes Total Debt Components (in thousands): | Debt Component | March 31, 2022 | December 31, 2021 | | :---------------------------- | :------------- | :---------------- | | Term loan | $56,948 | $57,761 | | Related party note | $10,000 | $10,000 | | Revolving line of credit | $2,500 | $2,500 | | Total Debt | $71,122 | $71,135 | - The company has a credit agreement providing up to $71.8 million in financing, including a $57.8 million term loan, a $4 million revolving loan, and a $10 million delayed draw term loan facility from a related party[62] - An amendment to the Credit Agreement on March 9, 2022, introduced incremental deferred interest of 2% per annum if the agreement is not repaid by June 15, 2023, with conditions for reduced or no incremental interest if repaid earlier[63][65] 9. Income Taxes This note discusses the company's income tax benefit or expense and the effective tax rate, including factors like valuation allowances - The company recorded an income tax benefit of $0.1 million for the three months ended March 31, 2022, compared to an expense of $0.7 million in the prior year[143] - The effective income tax rate was 0.8% for Q1 2022 (vs. 9.5% for Q1 2021), differing from the U.S. corporate statutory federal income tax rate of 21% primarily due to a valuation allowance on deferred tax assets[68] 10. Stockholders' Equity This note provides an overview of the company's common stock, preferred stock, warrants, and share-based compensation expense Stockholders' Equity Overview: | Metric | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Common Stock Outstanding | 22,042,583 | 21,303,500 | | Preferred Stock Outstanding | 2,120,000 | 2,120,000 | | Warrants Outstanding | 15,063,800 | N/A | - Share-based compensation expense was $7.4 million for the three months ended March 31, 2022, a significant increase from $0.5 million in the prior year, primarily due to restricted stock unit and stock awards under the 2020 Omnibus Equity Incentive Plan[78][140] 11. Fair Value Measurements This note details the fair value of financial instruments, including redeemable preferred stock, related party notes, and warrant liability Fair Value of Financial Instruments (in thousands): | Financial Instrument | March 31, 2022 Fair Value | December 31, 2021 Fair Value | Fair Value Level | | :---------------------------------- | :------------------------ | :--------------------------- | :--------------- | | Redeemable preferred stock | $48,470 | $47,525 | Level 2 | | Related party note | $8,852 | $8,724 | Level 2 | | Warrant liability | $3,240 | $2,706 | Level 3 | - The loss on change in value of warrant liability was $0.5 million for the three months ended March 31, 2022, compared to $4.9 million in the prior year, primarily attributable to an increase in the trading price of publicly traded warrants[74][143] 12. Segment Information This note presents financial information by operating segment, including revenue, capital expenditures, and net loss for BurgerFi and Anthony's - Following the Anthony's acquisition in November 2021, the company now has two operating and reportable segments: BurgerFi and Anthony's[94] Segment Financials (Three Months Ended March 31, 2022, in thousands): | Metric | BurgerFi | Anthony's | Total | | :-------------------- | :------- | :-------- | :---- | | Revenue | $12,396 | $32,537 | $44,933 | | Capital expenditures | $368 | $325 | $693 | | Depreciation and amortization | $2,507 | $1,937 | $4,444 | | Net loss | $(12,960) | $(600) | $(13,560) | | Total assets (March 31, 2022) | $173,834 | $194,433 | $368,267 | 13. Leases This note outlines the company's adoption of new lease accounting standards and the impact on the balance sheet and lease costs - The company adopted ASU 2016-02 (ASC 842) on January 1, 2022[98] Balance Sheet Adjustments upon ASC 842 Transition (January 1, 2022, in thousands): | Metric | Adjustment | | :-------------------------------------- | :--------- | | Operating right-of-use asset, net | $57,385 | | Finance right-of-use asset, net | $855 | | Short-term operating lease liability | $9,457 | | Long-term operating lease liability | $49,149 | - Total lease cost for the three months ended March 31, 2022, was $3.268 million[103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section provides management's perspective on the company's financial condition and results of operations for the three months ended March 31, 2022, compared to the prior year. It highlights the significant impact of the Anthony's acquisition on revenue and expenses, ongoing challenges from inflation and labor costs, and the company's strategic focus on multi-brand growth Overview This overview describes the company's restaurant brands, operational strategy, and multi-brand growth objectives - BurgerFi International operates two restaurant brands: BurgerFi (124 locations, 27 corporate-owned, 97 franchised) and Anthony's Coal Fired Pizza & Wings (61 corporate-owned locations)[108] - The company's strategy includes acquiring other established, recognized brands with consistent cash flows and growth potential, leveraging its management platform for cost synergies and top-line growth[112][114] Segments This section identifies the company's operating segments and their revenue generation methods - The company has two operating and reportable segments: BurgerFi and Anthony's[115] - Revenue is generated from restaurant sales, royalty and other fees (franchise fees), and royalty for brand development and co-op advertising[115] Significant Recent Developments Regarding COVID-19 This section discusses the lingering uncertainties of the COVID-19 pandemic and the company's response to inflationary pressures - While the adverse effects of the COVID-19 pandemic have partially subsided, uncertainties remain due to new outbreaks and variants, which could continue to disrupt economic conditions and business activities[116] - The company has implemented price increases to mitigate the inflationary effects of food and labor costs, but the long-term impact on restaurant profitability remains uncertain[119] Key Metrics This section presents key operational metrics, including systemwide and corporate-owned restaurant sales and same-store sales growth Key Metrics (Three Months Ended March 31, 2022, in thousands, except percentage data): | Metric | Value | | :---------------------------------------------- | :---- | | Systemwide Restaurant Sales | $40,472 | | Systemwide Restaurant Sales Growth | 2% | | Systemwide Restaurant Same Store Sales Growth | (5)% | | Corporate-Owned Restaurant Sales | $9,441 | | Corporate-Owned Restaurant Sales Growth | 20% | | Corporate-Owned Restaurant Same Store Sales Growth | (8)% | | Franchise Restaurant Sales | $30,985 | | Franchise Restaurant Sales Growth | 4% | | Franchise Restaurant Same Store Sales Growth | (5)% | Results of Operations This section analyzes the company's financial performance, detailing changes in revenue, expenses, and net loss Consolidated Results of Operations (in thousands, except per share data): | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Change (YoY) | | :-------------------- | :-------------------------- | :-------------------------- | :----------- | | Total Revenue | $44,933 | $10,930 | +$34,003 | | Total Operating Expenses | $55,967 | $13,587 | +$42,380 | | Operating Loss | $(11,034) | $(2,657) | -$(8,377) | | Net Loss | $(13,560) | $(8,210) | -$(5,350) | Sales This subsection details the company's total consolidated revenue and segment-specific sales Corporate-Owned Restaurant Sales by Segment (in thousands): | Segment | Three Months Ended March 31, 2022 | | :--------------------- | :-------------------------- | | BurgerFi Total Revenue | $12,396 | | Anthony's Total Revenue | $32,537 | | Total Consolidated | $44,933 | Restaurant Sales This subsection analyzes the year-over-year increase in restaurant sales, primarily driven by the Anthony's acquisition - Restaurant sales increased by approximately $34.0 million (405%) year-over-year, with the acquisition of Anthony's contributing approximately $32.5 million (96%) of this increase[131] - BurgerFi same-store sales declined by 8%[131] Restaurant Level Operating Expenses This subsection examines the changes in restaurant operating expenses as a percentage of sales, highlighting labor cost increases Restaurant Level Operating Expenses as a % of Restaurant Sales: | Expense Category | Q1 2022 (% of sales) | Q1 2021 (% of sales) | Change (bps) | | :--------------- | :------------------- | :------------------- | :----------- | | Food, beverage and paper costs | 29.0% | 28.8% | +20 | | Labor and related expenses | 29.7% | 26.2% | +350 | | Other operating expenses | 18.6% | 20.7% | -210 | | Occupancy and related expenses | 9.1% | 9.2% | -10 | | Total | 86.4% | 85.0% | +140 | - The 140 basis points increase in total restaurant level operating expenses as a percentage of restaurant sales is primarily attributable to increased labor costs from staffing challenges and employee salary increases[132] Food, Beverage and Paper Costs This subsection details the increase in food, beverage, and paper costs, largely due to the Anthony's acquisition - Food, beverage, and paper costs increased by approximately $9.9 million (408%) year-over-year, with Anthony's acquisition contributing approximately $9.3 million (94%) of this increase[133] - As a percentage of restaurant sales, these costs were 29.0% for Q1 2022, a slight increase from 28.8% in Q1 2021[133] Labor and Related Expenses This subsection analyzes the significant increase in labor and related expenses, primarily due to the Anthony's acquisition and wage increases - Labor and related expenses increased by approximately $10.4 million (472%) year-over-year, with Anthony's acquisition contributing approximately $9.8 million (95%) of this increase[134] - As a percentage of corporate restaurant sales, these expenses increased by 350 basis points to 29.7% for Q1 2022, due to increased labor costs from staffing challenges and employee wage increases[134] Other Operating Expenses This subsection discusses the increase in other operating expenses, largely from the Anthony's acquisition, and improved efficiency - Other operating expenses increased by approximately $6.1 million (353%) year-over-year, with Anthony's acquisition contributing approximately $5.9 million (97%) of this increase[135] - As a percentage of corporate restaurant sales, these expenses decreased by 210 basis points to 18.6% for Q1 2022, reflecting sales increases creating leverage on certain store operating costs and more efficient management of third-party delivery providers[135] Occupancy and Related Expenses This subsection details the increase in occupancy and related expenses, primarily due to the Anthony's acquisition - Occupancy and related expenses increased by approximately $3.1 million (396%) year-over-year, with Anthony's acquisition contributing approximately $2.9 million (94%) of this increase[136] - As a percentage of corporate restaurant sales, these expenses were 9.1% for Q1 2022, a slight decrease from 9.2% in Q1 2021[136] General and Administrative Expenses This subsection analyzes the increase in general and administrative expenses, driven by the Anthony's acquisition and corporate costs - General and administrative expenses increased by approximately $3.1 million (103%) year-over-year, with Anthony's acquisition contributing approximately $2.2 million (72%) of this increase[137] - The remaining increase was primarily driven by higher insurance, legal, professional, and other corporate expenses ($1.0 million) and labor and related costs ($0.3 million), offset by a decrease in merger and acquisition-related expenses ($0.4 million)[137] Pre-opening Costs This subsection reports the increase in pre-opening costs due to new corporate-owned store openings - Pre-opening costs were $0.5 million for Q1 2022, compared to $0.1 million in Q1 2021, primarily due to opening three new corporate-owned stores compared to two in the prior year[139] Share-Based Compensation Expense This subsection details the significant increase in share-based compensation expense from new equity incentive plan awards - Share-based compensation expense was $7.4 million for Q1 2022, a significant increase from $0.5 million in Q1 2021, primarily due to restricted stock unit and stock awards under the 2020 Omnibus Equity Incentive Plan[140] Depreciation and Amortization Expense This subsection analyzes the increase in depreciation and amortization expense, largely attributable to the Anthony's acquisition - Depreciation and amortization expense was $4.4 million for Q1 2022, compared to $2.1 million in Q1 2021, with Anthony's acquisition contributing approximately $1.9 million (83%) of this increase[141] Brand Development and Co-op Advertising Expense This subsection reports a decrease in brand development and co-op advertising expense due to timing of program spending - Brand development and co-op advertising expense decreased by approximately $0.2 million (23%) year-over-year, primarily related to the timing of program spending[142] Interest Expense This subsection details the increase in interest expense, driven by non-cash preferred stock interest and debt from the Anthony's acquisition - Interest expense was approximately $2.1 million for Q1 2022, compared to $8,000 in Q1 2021, primarily due to $0.9 million in non-cash interest expense on preferred stock and increased interest from debt acquired in the Anthony's acquisition[142] Loss on Change in Value of Warrant Liability This subsection reports the non-cash loss from changes in the fair value of warrant liability, influenced by warrant trading prices - The company recorded a non-cash loss of approximately $0.5 million for Q1 2022 (vs. $4.9 million in Q1 2021) related to the change in fair value of the warrant liability, primarily due to an increase in the trading price of publicly traded warrants[143] Income Tax Benefit (Expense) This subsection details the income tax benefit and effective tax rate, primarily influenced by a valuation allowance on deferred tax assets - The company recorded an income tax benefit of $0.1 million for Q1 2022, resulting in an effective tax rate of approximately 0.8%, primarily due to a valuation allowance on deferred tax assets[143] Net Loss This subsection summarizes the increase in net loss, primarily due to higher expenses from the Anthony's acquisition and public company investments - Net loss was approximately $13.6 million for Q1 2022, compared to $8.2 million in Q1 2021, primarily due to higher depreciation, amortization of intangibles, share-based compensation, and interest expense resulting from the Anthony's acquisition and public company investments[144] Non-U.S. GAAP Financial Measures This section defines and reconciles Adjusted EBITDA, a non-GAAP measure used to evaluate core operating performance - Adjusted EBITDA is used to evaluate performance, excluding items not indicative of core operating results, such as loss on change in warrant liability, interest expense, income tax, depreciation and amortization, share-based compensation, pre-opening costs, store closure costs, gain on debt extinguishment, legal settlements, and merger, acquisition, and integration costs[146] Consolidated Adjusted EBITDA Reconciliation (in thousands): | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------- | :-------------------------- | :-------------------------- | | Net Loss | $(13,560) | $(8,210) | | Adjusted EBITDA | $2,278 | $728 | Adjusted EBITDA by Segment (Three Months Ended March 31, 2022, in thousands): | Metric | BurgerFi | Anthony's | | :------------------------------------- | :------- | :-------- | | Net Loss | $(12,960) | $(600) | | Adjusted EBITDA | $(209) | $2,487 | Liquidity, Capital Resources, and COVID-19 This section discusses the company's liquidity sources, capital expenditure plans, and ability to meet obligations despite economic uncertainties - Primary liquidity sources are cash from operations and cash on hand, which was approximately $13 million as of March 31, 2022[152] - Estimated capital expenditures for the year ending December 31, 2022, are $3 million to $4 million[153] - Management believes the company can meet its obligations for at least the next 12 months with current cash and cash flow from operations, despite ongoing COVID-19 uncertainties and inflationary effects[156] Cash Flows Provided By Operating Activities This subsection details the net cash provided by operating activities, driven by non-cash adjustments to net loss - Net cash provided by operating activities was approximately $1.9 million for the three months ended March 31, 2022[159] - This was driven by non-cash adjustments to a net loss of $13.6 million, including depreciation and amortization ($4.4 million), share-based compensation ($7.4 million), non-cash interest ($1.1 million), and loss on change in warrant liability ($0.5 million)[159] Cash Flows Used in Investing Activities This subsection reports the net cash used in investing activities, primarily for property and equipment purchases - Net cash used in investing activities was approximately $0.7 million for the three months ended March 31, 2022, primarily related to the purchase of property and equipment[160] Cash Flows Used in Financing Activities This subsection details the net cash used in financing activities, mainly for debt payments - Net cash used in financing activities was approximately $2.7 million for the three months ended March 31, 2022, primarily due to payments on borrowings of approximately $1.7 million[161] Credit Agreement This subsection describes the company's credit agreement, including term loans, revolving credit, and recent amendments - The company has a credit agreement providing up to $71.8 million in financing, structured as a $57.8 million term loan, a $4 million revolving loan, and a $10 million delayed draw term loan facility from a related party[162] - An amendment effective March 9, 2022, introduced incremental deferred interest of 2% per annum if the Credit Agreement is not repaid by June 15, 2023, with conditions for reduced or no incremental interest if repaid earlier[162] Redeemable Preferred Stock This subsection provides details on outstanding redeemable preferred stock, including redemption terms and dividend accrual - As of March 31, 2022, 2,120,000 shares of Series A Junior Preferred Stock are outstanding, redeemable on November 3, 2027[163] - Dividends accrue at 7.00% per annum compounded quarterly from June 15, 2024, with a potential reduction to 5.00% if the Credit Agreement is refinanced or repaid earlier[163] Critical Accounting Policies and Use of Estimates This section highlights the significant accounting policies and estimates used in financial statement preparation, noting no material changes - The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities[165] - No material changes to critical accounting policies and estimates were reported, except as described in Note 1 of the unaudited condensed consolidated financial statements[166] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section is marked as 'Not applicable,' indicating that the company has no material quantitative or qualitative disclosures about market risk for the reporting period - This section is not applicable for the current reporting period[166] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2022, due to a previously reported material weakness in internal control over financial reporting related to income tax accounting. A remediation plan is in place, but its success is not guaranteed Evaluation of Disclosure Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2022 - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2022[167] Previously Reported Material Weakness in Internal Control Over Financial Reporting A material weakness was identified in controls over income tax accounting, specifically regarding deferred tax asset realization and provision calculation - A material weakness was identified in the design and implementation of controls over the accounting for income taxes, specifically regarding the assessment of deferred tax asset realization under Section 382 and errors in calculating the income tax provision[168] Remediation Plan for Previously Identified Material Weaknesses in Internal Control The company's remediation plan includes improving tax controls, conducting a Section 382 analysis, and allocating additional accounting resources - The remediation plan includes improving existing tax controls related to business combinations, conducting a comprehensive Section 382 analysis, and allocating additional accounting resources to prepare and review the income tax provision[169] - The company cannot assure that it will be able to remediate this material weakness, which could impair its ability to accurately and timely report financial position, results of operations, or cash flows[170] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred, other than the previously described material weakness - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2022, other than the previously described material weakness[173] Part II. Other Information This section includes disclosures on legal proceedings, unregistered sales of equity securities, other information, and a list of exhibits ITEM 1. LEGAL PROCEEDINGS This section states that there have been no material changes to the legal proceedings disclosed in the company's 2021 Form 10-K - No material changes to legal proceedings disclosed in the 2021 Form 10-K[174] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that there were no unregistered sales of equity securities or use of proceeds during the reporting period - No unregistered sales of equity securities and use of proceeds[174] Item 5. Other Information The company announced its 2022 Annual Meeting of Stockholders will be held on July 7, 2022, with a record date of May 9, 2022. Revised deadlines for stockholder proposals were provided due to the change in the annual meeting date - The 2022 Annual Meeting of Stockholders is scheduled for July 7, 2022, with a record date of May 9, 2022[175] - Revised deadlines for stockholder proposals were provided due to the change in the annual meeting date, as it differs by more than thirty days from the anniversary date of the 2021 Annual Meeting[175] Item 6. Exhibits This section lists all exhibits filed or furnished with the Form 10-Q, including various stock award agreements, an amendment to the credit agreement, and employment agreements - The section lists exhibits filed with the Form 10-Q, including stock award agreements, credit agreement amendments, and employment agreements[177][178] Signatures The report was duly signed by Ian Baines, Chief Executive Officer, and Michael Rabinovitch, Chief Financial Officer, on May 16, 2022 - The report was duly signed by Ian Baines, Chief Executive Officer, and Michael Rabinovitch, Chief Financial Officer, on May 16, 2022[181]