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| PART I | |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 18 |
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| Item 1B. | Unresolved Staff Comments | 32 |
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| Item 1C. | Cybersecurity | 32 |
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| Item 2. | Properties | 33 |
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| Item 3. | Legal Proceedings | 33 |
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| Item 4. | Mine Safety Disclosures | 33 |
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| PART II | | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 34 |
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| Item 6. | Reserved | 35 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 50 |
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| Item 8. | Financial Statements and Supplementary Data | 50 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 50 |
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| Item 9A. | Controls and Procedures | 51 |
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| Item 9B. | Other Information | 52 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 52 |
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| PART III | | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 52 |
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| Item 11. | Executive Compensation | 52 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 52 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 53 |
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| Item 14. | Principal Accountant Fees and Services | 53 |
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| PART IV | | |
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| Item 15. | Exhibits and Financial Statement Schedules | 54 |
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| | Signatures | |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
From time to time, in periodic reports and oral statements and in this Annual Report on Form 10-K, we present statements about future events and expectations that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Forward-looking statements are based on our beliefs, assumptions, and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements. In addition to the other factors discussed under "Risk Factors" elsewhere in this report, factors that could contribute to these differences include, but are not limited to:
| ● | our ability to successfully execute our growth strategies; |
| ● | our ability to successfully open new restaurants, acquire franchise restaurants, and/or execute other strategic initiatives; |
| ● | our ability to increase and/or maintain dine-in and to-go sales as well as profits at our existing restaurants; |
| ● | our ability to integrate the franchise or other restaurants which we acquire or develop; |
| ● | the continued service of key management personnel; |
| ● | the impact of health epidemics or pandemics on our business including restrictions or regulations on our operations; |
| ● | health, dietary, and other concerns about our food products; |
| ● | our ability to attract, motivate, and retain qualified employees; |
| ● | the impact of federal, state, or local government laws and regulations relating to our employees and the sale of food and alcoholic beverages; |
| ● | the impact of litigation, including remedial actions, payment of damages and expenses, and negative publicity; |
| ● | disruptions to the availability and price of our principal food and beverage products and all other operating costs; |
| ● | labor shortages or increased labor costs, such as federal or state minimum wage changes, market wage levels, health care, sick pay, and workers’ compensation insurance costs; |
| ● | inflationary increases in the costs of construction, including labor and material costs, and/or real estate; |
| ● | changes in consumer preferences and demographic trends; |
| ● | the impact of initiatives by competitors and increased competition generally; |
| ● | our ability to successfully expand into new and existing domestic and international markets; |
| ● | risks associated with partnering in markets with franchisees or other investment partners whose interests may not align with ours; |
| ● | risks associated with developing and successfully operating additional concepts; |
| ● | security breaches or technology failures including failure to protect and maintain the security of confidential guest, vendor, and employee information, either internally or by one of our vendors, compliance with privacy and data protection laws, and risks of failures or breaches of our data protection systems; |
| ● | the rate of growth of general and administrative expenses associated with building a strengthened corporate infrastructure to support our initiatives; |
| ● | negative publicity regarding food safety, health concerns, and other food or beverage related matters, including the integrity of our or our suppliers’ food processing; |
| ● | our franchisees’ adherence to the terms of their franchise agreements; |
| ● | potential fluctuation in our quarterly operating results due to seasonality and other factors; |
| ● | our ability to adequately protect our intellectual property; |
| ● | our ability to adequately protect the physical security of our employees, guests, and restaurants; |
| ● | our ability to raise capital in the future; |
| ● | volatility of actuarially determined self-insurance losses and loss estimates; |
| ● | adoption of new, or changes in existing, accounting policies and practices; |
| ● | changes in and/or interpretations of federal and state tax laws; |
| ● | adverse weather conditions which impact guest traffic at our restaurants; and |
| ● | unfavorable general economic conditions in the markets in which we operate that adversely affect consumer spending. |
The words "believe," "may," "should," "anticipate," "estimate," "expect," "intend," "objective," "seek," "plan," "strive," "goal," "projects," "forecasts," "will," or similar words or, in each case, their negative or other variations or comparable terminology, identify forward-looking statements. We qualify any forward-looking statements entirely by these cautionary factors.
Other risks, uncertainties, and factors, including those discussed under "Risk Factors," or those currently deemed immaterial or unknown, could cause our actual results to differ materially from those projected in any forward-looking statements we make.
We assume no obligation to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as required by applicable law.
