The pendency of the Merger could harm our business, financial condition or results of operations, or the market price of our common stock.
The Merger may not be completed within the expected timeframe, or at all, and any significant delay or the failure to complete the Merger could harm our business, financial condition or results of operations, or the market price of our common stock.
As a result of the announcement of the pending Merger, our current and prospective employees could experience uncertainty about their future with us. As a result, key or other employees may depart because of issues relating to such uncertainty or a desire not to remain with Parent or the Surviving Corporation following the completion of the Merger and we may not be able to hire replacement or additional employees.
The consummation of the Merger is contingent upon the satisfaction of a number of conditions, including regulatory approvals, that may be outside of our or Parent’s control and that we and Parent may be unable to satisfy or obtain or which may delay the consummation of the Merger or cause the parties to abandon the Merger.
Shareholder litigation could prevent or delay the closing of the Merger or otherwise harm our business, financial condition or results of operations, or the market price of our common stock.
Our quarterly operating results may fluctuate significantly as a result of a variety of factors, including the timing of new restaurant openings and related expenses, profitability of new restaurants, weather, increases or decreases in comparable restaurant sales, general economic conditions, consumer confidence in the economy, changes in consumer preferences, competitive factors, changes in food costs, changes in labor costs and changes in gas prices. In the past, we have experienced significant variability in restaurant pre-opening costs from quarter to quarter primarily due to the timing of restaurant openings. We typically incur restaurant pre-opening costs in the five months preceding a new restaurant opening. In addition, our experience to date has been that labor and direct operating costs associated with a newly opened restaurant during the first several months of operation are often materially greater than what will be expected after that time, both in aggregate dollars and as a percentage of restaurant sales. Accordingly, the number and timing of new restaurant openings in any quarter has had, and is expected to continue to have, a significant impact on quarterly restaurant pre-opening costs, labor and direct operating costs.
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