EFTA01365814.pdf

Amendment No. 3 to Form S-I Table of Contrail Removal of these products and ingredients from our menus could affect product tages, guest satisfaction levels, and sales volumes, whereas if we fail to comply with these laws or regulations. our business could experience a material adverse effect. We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits. The imposition of additional menu-labeling laws could have an adverse effect on our results of operations and financial position, as well as on the restaurant industry in general. A breach ofsecurity ofconfidential consumer information related to our electronic processing ofcredit and debit card transactions could substantially affect our reputation andfinancialresults. A significant majority of our sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information has been stolen. We may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and we may also be subject to lawsuits or other proceedings relating to these types of incidents. In addition, most states have enacted legislation requiring notification of security breaches involving personal information, including credit and debit card information. Any such claim or proceeding could cause us to incur significant unplanned expenses, which could have an adverse impact on our financial condition and results of operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on us and our restaurants. We rely heavily on information technology, and any materialfailure, weakness, interruption or breach ofsecurity couldprevent usfrom effectively operating our business. We rely heavily on information systems, including point-of-sale processing in our rtstaurants, for management of our supply chain, payment of obligations. collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft• fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, sinuses and other disruptive problems. The failure of these systems to operate effectively. maintenance problems, upgrading or transitioning to new platforms, expanding our systems as we grow or a breach in security of these systems could result in delays in guest service and reduce efficiency in our operations. Remediation of such problems could result in significant, unplanned capital investments. The historicalfinancial information, including the combinedhistoricalfinancial informationfor the 2012facetyear, in this prospectus may not accurately predict our results or our costs ofoperations in thefuture. The historical financial information in this prospectus does not reflect the added costs we expect to incur as a public company or the resulting changes that will occur in our capital structure and operations. The estimates used in our as adjusted financial information may not be similar to our actual experience as a public company. For purposes of presenting a comparison of our Fiscal 2012 results to the fiscal years ended Ikcember 29, 2013 and December 28, 2014, we have presented our Fiscal 2012 results as the mathematical addition of the respective Predecessor and Successor periods. We believe that this presentation provides meaningful information about our results of operations. This approach is not consistent with US GAAP, may yield results that are not strictly comparable on a period-to-period basis and may not reflect the actual results we would have achieved. Accordingly, the historical financial information in this prospectus may not be indicative of our future financial performance. Changes to estimates related to our property,fixtures and equipment or operating results that are lower than our current estimates at certain restaurant locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations. In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and projections with regard to individual restaurant operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. When impairment triggers arc deemed to exist for any 30 CRIR06502dslaltrnf6/17/2015 12:26:00 I'MI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056980 CONFIDENTIAL SDNY GM_00203164 EFTA01365814