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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/30/14 Ignite Restaurant Group, Inc. 10-Q 9/29/14 51:7.6M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 660K
2: EX-10 Exhibit 10.1 HTML 1.66M
3: EX-31 Exhibit 31.1 HTML 26K
4: EX-31 Exhibit 31.2 HTML 26K
5: EX-32 Exhibit 32.1 HTML 18K
6: EX-32 Exhibit 32.2 HTML 18K
32: R1 Document And Entity Information HTML 40K
24: R2 Condensed Consolidated Balance Sheets (Current HTML 98K
Period Unaudited)
30: R3 Condensed Consolidated Balance Sheets (Current HTML 37K
Period Unaudited) (Parentheticals)
34: R4 Condensed Consolidated Statements of Operations HTML 66K
(Unaudited)
47: R5 Condensed Consolidated Statements of Cash Flows HTML 105K
(Unaudited)
25: R6 Note 1 - Basis of Presentation HTML 33K
29: R7 Note 2 - Selected Balance Sheet Accounts HTML 73K
22: R8 Note 3 - Debt Obligations HTML 53K
16: R9 Note 4 - Restaurant Closures HTML 24K
48: R10 Note 5 - Stock-Based Compensation HTML 34K
36: R11 Note 6 - Net Income (Loss) per Share HTML 57K
35: R12 Note 7 - Commitments and Contingencies HTML 23K
40: R13 Note 8 - Income Taxes HTML 24K
41: R14 Note 9 - Segment Information HTML 170K
39: R15 Accounting Policies, by Policy (Policies) HTML 41K
42: R16 Note 2 - Selected Balance Sheet Accounts (Tables) HTML 76K
31: R17 Note 3 - Debt Obligations (Tables) HTML 44K
33: R18 Note 5 - Stock-Based Compensation (Tables) HTML 29K
38: R19 Note 6 - Net Income (Loss) per Share (Tables) HTML 54K
51: R20 Note 9 - Segment Information (Tables) HTML 165K
45: R21 Note 1 - Basis of Presentation (Details) HTML 29K
27: R22 Note 2 - Selected Balance Sheet Accounts (Details) HTML 35K
- Components of Other Current Assets
37: R23 Note 2 - Selected Balance Sheet Accounts (Details) HTML 25K
- Components of Intangible Assets
28: R24 Note 2 - Selected Balance Sheet Accounts (Details) HTML 51K
- Components of Accrued Liabilities
15: R25 Note 3 - Debt Obligations (Details) HTML 80K
46: R26 Note 3 - Debt Obligations (Details) - Debt HTML 34K
Obligations
49: R27 Note 4 - Restaurant Closures (Details) HTML 30K
19: R28 Note 5 - Stock-Based Compensation (Details) HTML 31K
18: R29 Note 5 - Stock-Based Compensation (Details) - HTML 30K
Significant Weighted Average Assumptions Used to
Determine Fair Value of SARs
20: R30 Note 6 - Net Income (Loss) per Share (Details) HTML 21K
21: R31 Note 6 - Net Income (Loss) per Share (Details) - HTML 27K
Components to Determine Numerator and Denominators
of Basic and Diluted Net Income (Loss) per Share
23: R32 Note 8 - Income Taxes (Details) HTML 23K
14: R33 Note 9 - Segment Information (Details) HTML 25K
44: R34 Note 9 - Segment Information (Details) - HTML 53K
Reportable Segments
26: R35 Note 9 - Segment Information (Details) - HTML 30K
Reportable Segments, Assets
50: XML IDEA XML File -- Filing Summary XML 71K
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17: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 725K
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43: ZIP XBRL Zipped Folder -- 0001437749-14-019114-xbrl Zip 96K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 29, 2014
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-35549
IGNITE RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
94-3421359 |
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
9900 Westpark Drive, Suite 300, Houston, Texas 77063
(Address of principal executive offices and zip code)
(713) 366-7500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: ☒ No: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☒ |
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Non-accelerated filer ☐ |
Smaller reporting company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes: ☐ No: ☒
The number of shares of the issuer’s common stock, par value $0.01, outstanding as of October 28, 2014 was 26,200,777.
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Page | ||
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
3 |
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Condensed Consolidated Balance Sheets as of September 29, 2014 (unaudited) and December 30, 2013 |
3 | |
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Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 29, 2014 (unaudited) and September 30, 2013 (unaudited) |
4 | |
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Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 29, 2014 (unaudited) and September 30, 2013 (unaudited) |
5 | |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
6 | |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
25 |
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Item 4. |
Controls and Procedures |
26 |
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PART II - OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
27 |
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Item 1A. |
Risk Factors |
27 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
27 |
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Item 3. |
Defaults Upon Senior Securities |
27 |
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Item 4. |
Mine Safety Disclosures |
27 |
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Item 5. |
Other Information |
27 |
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Item 6. |
Exhibits |
27 |
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SIGNATURES |
28 | |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
IGNITE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
See accompanying notes to condensed consolidated financial statements.
IGNITE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share)
(Unaudited)
See accompanying notes to condensed consolidated financial statements.
IGNITE RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
See accompanying notes to condensed consolidated financial statements.
IGNITE RESTAURANT GROUP, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 — Basis of Presentation
As of September 29, 2014, Ignite Restaurant Group, Inc. (referred to herein as the “Company,” “Ignite,” “we,” “us” or “our”) owned and operated three full service, casual dining restaurant brands under the names Joe’s Crab Shack (“Joe’s”), Brick House Tavern + Tap (“Brick House”) and Romano’s Macaroni Grill (“Macaroni Grill”). As of September 29, 2014, we owned and operated 138 Joe’s restaurants, 21 Brick House restaurants and 167 Macaroni Grill restaurants in 36 states within the United States, and franchised 25 Macaroni Grill restaurants within the United States and foreign countries.
J.H. Whitney VI, L.P., an affiliate of J.H. Whitney Capital Partners, LLC, currently owns approximately 66.3% of our total outstanding common stock.
We prepared the accompanying unaudited condensed consolidated financial statements in accordance with Rule 10-01 of Regulation S-X, and hence, the financial statements do not contain certain information included in our annual financial statements and notes thereto. We have made adjustments consisting of normal recurring adjustments that are, in our opinion, necessary for a fair presentation of the results of the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results of operations for a full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 30, 2013 filed with the Securities and Exchange Commission (“SEC”) on March 5, 2014. The December 30, 2013 condensed consolidated balance sheet data contained herein was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Ignite and its wholly-owned subsidiaries as of September 29, 2014. The prior year condensed consolidated financial statements include the results of operations and cash flows of Macaroni Grill commencing from the acquisition date of April 9, 2013. All significant intercompany balances and transactions have been eliminated in consolidation.
Fiscal Year
Our fiscal year ends on the Monday nearest to December 31 of each year. Our quarterly accounting periods are comprised of four equal 13-week periods, except for 53-week fiscal years for which the fourth quarter will be comprised of 14 weeks. Fiscal years 2014 and 2013 are 52-week years.
Reclassifications
We reclassified certain items in the prior year financial statements to conform to the current year financial statement presentation. The reclassification had no effect on our previously reported financial position, results of operations or cash flows.
Out-of-Period Adjustment
We recorded an out-of-period adjustment during the thirty-nine weeks ended September 29, 2014 related to certain operating expenses. The net impact of the adjustment was a decrease to net income of $0.5 million. We do not believe the adjustment is material, individually or in the aggregate, to our unaudited condensed consolidated financial statements for the thirty-nine weeks ended September 29, 2014, nor do we believe such items are material to any of our previously issued annual or quarterly financial statements, or our expected 2014 annual financial statements.
Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which prescribes that an unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar loss, or a tax credit carryforward, except in certain cases where the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. This update should be applied prospectively to all unrecognized tax benefits that exist at the effective date, with retrospective application permitted. Our adoption of this update effective December 31, 2013 did not have a significant impact on our condensed consolidated financial statements.
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting discontinued operations while enhancing related disclosures. Under the amendment, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include disposal of a major geographic area, a major line of business, or a major equity method investment. Expanded disclosures about the assets, liabilities, income and expenses of discontinued operations will be required. We early adopted the amendment, and as such will apply the accounting and disclosure provisions to disposals and classifications of disposal groups as held for sale that occur after the effective date. Adoption of this standard did not have an impact on our condensed consolidated financial statements.
In May 2014, the FASB and the International Accounting Standards Board issued a converged standard on revenue recognition, ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. Its disclosure guidance requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations; significant judgments and changes in judgments; and assets recognized from the costs to obtain or fulfill a contract. This ASU is effective for us for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. This ASU permits the use of either the retrospective or cumulative effect transition method. We are evaluating the impact of this guidance on our condensed consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the impact of the standard on our financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding on certain principles that are currently in U.S. auditing standards. Specifically, ASU No. 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effects of management’s plans, (4)requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued or available to be issued. This update is effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We are currently evaluating the ASU to determine its impact on our financial statements.
Note 2 — Selected Balance Sheet Accounts
The components of other current assets are as follows (in thousands):
|
Deferred income taxes |
$ | 3,278 | $ | 3,344 | ||||
|
Prepaid insurance |
2,124 | 3,043 | ||||||
|
Prepaid taxes |
1,390 | 1,777 | ||||||
|
Prepaid rent |
26 | 5,281 | ||||||
|
Other |
3,718 | 2,892 | ||||||
| $ | 10,536 | $ | 16,337 | |||||
The components of intangible assets are as follows (in thousands):
|
Trademarks, net |
$ | 10,841 | $ | 11,030 | ||||
|
Liquor licenses |
10,628 | 10,648 | ||||||
|
Franchise agreements, net |
7,794 | 8,197 | ||||||
| $ | 29,263 | $ | 29,875 | |||||
The components of accrued liabilities are as follows (in thousands):
Note 3 — Debt Obligations
Debt obligations consisted of the following (in thousands):
As of December 30, 2013, we had a senior secured credit facility (“Credit Facility”) comprised of a $100.0 million revolving credit facility and a $50.0 million term loan that mature on April 8, 2018. The interest rate of the Revolving Credit Facility ranged from 4.69% to 6.75%, while the Term Loan, was 4.75% as of December 30, 2013.
On August 13, 2014, we entered into a new senior secured credit facility (“New Credit Agreement”), which consists of a $30.0 million revolving credit facility (“New Revolving Credit Facility”) and a $165.0 million term loan (“New Term Loan”), which both mature on February 13, 2019. The New Term Loan was issued at 98.5% of par. The principal amount of the New Term Loan is payable in consecutive quarterly installments of $412,500, commencing on December 31, 2014, with the balance payable in full at maturity. At closing, we repaid the balance of our previous Credit Facility using the proceeds from the New Term Loan.
Interest rates for borrowings under the New Credit Agreement for the revolver and the term loan are equal to, at our option, either LIBOR (subject to a 1% floor) or the base rate as defined in the agreement, plus a margin of 7.0% for LIBOR loans and 6.0% for base rate loans. The interest rate for the New Term Loan was 8.0% as of September 29, 2014. In addition, we are required to pay commitment fees on the unused portion of the New Revolving Credit Facility. The commitment fee rate is currently at 0.5%. The commitment fee is subject to adjustment on a quarterly basis based on our leverage ratio as defined by the credit agreement.
The New Credit Agreement is guaranteed by each of our subsidiaries and secured by substantially all of our present and future assets and a lien on the capital stock or other equity interests of our direct and indirect subsidiaries. The New Credit Agreement contains covenants which, among other things, limit our ability to incur additional indebtedness, create liens on our assets, make certain investments or loans, merge or otherwise dispose of assets other than in the ordinary course of business, make acquisitions, and pay dividends or make other restricted payments. The New Credit Agreement also contains customary covenants regarding, among other matters, the maintenance of insurance, the preservation and maintenance of our corporate existence, material compliance with laws, and the payment of taxes and other material obligations.
The New Credit Agreement provides that (a) the leverage ratio shall not exceed (i) 5.75x through December 29, 2014, (ii) 5.5 from December 30, 2014 through June 29, 2015, (iii) 5.25 from June 30, 2015 through December 28, 2015, (iv) 5.0 from December 29, 2015 through March 28, 2016, (v) 4.75 from March 29, 2016 through June 27, 2016, (vi) 4.25 from June 28, 2016 through September 26, 2016, (vii) 4.0 from September 27, 2016 through April 3, 2017, (viii) 3.75 from April 4, 2017 through October 2, 2017, (ix) 3.5 from October 3, 2017 through April 2, 2018, (x) 3.25 from April 3, 2018 through December 31, 2018, and (xi) 3.0 from January 1, 2019 through maturity date; and requires (b) an interest coverage ratio of at least (i) 2.0 through June 29, 2015, (ii) 2.25 from June 30, 2015 through March 28, 2016, (iii) 2.5 from March 29, 2016 through June 27, 2016, (iv) 2.75 from June 28, 2016 through January 2, 2017, (v) 3.0 from January 3, 2017 through July 3, 2017, (vi) 3.25 from July 4, 2017 through April 2, 2018, (vii) 3.5 from April 3, 2018 through December 31, 2018, and (viii) 3.75 from January 1, 2019 through maturity date. The New Credit Agreement limits capital expenditures to an amount in respect of any period not to exceed (i) $29.5 million from the closing date through December 29, 2014, (ii) $45.5 million for fiscal 2015, (iii) $45.8 million for fiscal 2016, (iv) $52.5 million for fiscal 2017, (v) $53.7 million for fiscal 2018, and (vi) $58.6 million from January 1, 2019 through maturity date, provided that the amount of permitted capital expenditures in any period can be increased by the unused permitted capital expenditures from the immediately preceding period, subject to certain limitations as defined by the agreement. We were in compliance with these covenants as of September 29, 2014 with the exception of the capital expenditure limit, which is only measured on an annual basis.
We wrote off $2.2 million of debt issuance costs related to the previous Credit Facility, and at closing paid $4.8 million in additional debt issuance costs. The debt issuance costs paid at closing and the remaining unamortized debt issuance costs from the previous Credit Facility are recorded in other assets and will be amortized over the term of the New Credit Agreement. The debt discount is included as a reduction to the carrying value of the debt obligations and will be amortized over the term of the New Term Loan using the effective interest rate method.
As of September 29, 2014, we had outstanding letters of credit of approximately $6.3 million supported by the New Revolving Credit Facility and had available borrowing capacity of approximately $23.7 million.
The carrying value of our long-term debt approximates fair value since its closing date was near the balance sheet date.
Note 4 — Restaurant Closures and Impairment
During the thirty-nine weeks ended September 29, 2014, we closed 12 Macaroni Grill restaurants, 7 of which were closed during the thirteen weeks ended September 29, 2014. Two of the 12 restaurants closed in the current year will be converted to Brick Houses. During the thirteen and thirty-nine weeks ended September 29, 2014, we recognized $2.9 million and $4.3 million in closure-related expenses, respectively, of which $1.6 million and $2.5 million was recorded in asset impairments and closures, and $0.9 million and $1.3 million of accelerated depreciation was recorded in depreciation expense, respectively, excluding expenses related to restaurants closed for conversion. The closure-related expenses for the thirteen and thirty-nine weeks ended September 29, 2014 included future minimum lease obligations, accelerated amortization and a write-off of favorable lease interests.
During the thirteen weeks ended September 29, 2014, we recorded an impairment charge of approximately $1.8 million to reduce the carrying value of the long-lived assets of one Joe’s restaurant to their estimated fair value. This restaurant was opened in 2012 and has significantly underperformed compared to expectations. Operations management has tried to increase the performance of the restaurant unit through management changes and various new initiatives as recently as in the third quarter of 2014. To date, none of these initiatives have made a meaningful impact on its performance.
Note 5 — Stock-Based Compensation
During the thirty-nine weeks ended September 29, 2014, the board of directors granted approximately 465 thousand shares of restricted stock with a weighted average grant date fair value of $13.14, and approximately 655 thousand stock appreciation rights (“SARs”) with a weighted average grant date fair value of $6.43. As of September 29, 2014, we had unrecognized stock-based compensation expense of approximately $10.7 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 3.2 years.
The following table provides the significant weighted average assumptions used to determine the fair value of SARs on the grant date using the Black-Scholes option-pricing model for awards granted during the thirty-nine weeks ended September 29, 2014 and September 30, 2013:
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Thirty-Nine Weeks Ended |
Thirty-Nine Weeks Ended |
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Expected term (in years) |
6.25 | 6.25 | ||||||
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Expected volatility |
42.5% | 46.0% | ||||||
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Dividend yield |
0.0% | 0.0% | ||||||
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Risk-free interest rate |
1.9% - 2.0% | 1.2% - 2.2% | ||||||
Since we have limited historical exercise experience on SARs, we used the simplified method of estimating expected term. We estimated expected volatility by supplementing our own historical volatility with the volatility of a peer group over a recent historical period equal to the same expected term of the award. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant using the term equal to our expected term. Restricted stock is valued using the closing stock price on the business day prior to the grant date.
Note 6 — Net Income (Loss) per Share
Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period, while diluted net income (loss) per share is computed using the weighted average number of common shares outstanding plus all potentially dilutive common share equivalents outstanding during the period. The following table summarizes the components to determine the numerator and denominators of basic and diluted net income (loss) per share (in thousands):
For the thirteen and thirty-nine weeks ended September 29, 2014, we excluded 505 thousand shares of restricted stock and 1.6 million SARs from the calculation of diluted net loss per share because the effect was anti-dilutive due to the net loss for the respective periods. For the thirteen and thirty-nine weeks ended September 30, 2013, we excluded 15 thousand shares of restricted stock and 1.2 million SARs from the calculation of diluted net loss per share because the effect was anti-dilutive due to the net loss for the respective periods.
Note 7 — Commitments and Contingencies
In the ordinary course of our business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state and local environmental, health and safety laws and regulations.
Litigation
We are a defendant or otherwise involved in a number of lawsuits in the ordinary course of business, including personal injury claims, contract claims, and claims alleging violation of federal and state law regarding workplace and employment matters, discrimination and similar matters. When the potential liability can be estimated and the loss is considered probable, we record the estimated loss. Due to uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ from our estimates. We believe that the ultimate exposure with respect to these pending lawsuits and claims is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
On July 20, 2012, a putative class action complaint was filed in the U.S. District Court for the Southern District of Texas against us following our announced intention to restate our financial statements for the fiscal years ended December 28, 2009, January 3, 2011 and January 2, 2012 and the related interim periods. The complaint lodged against us, certain of our directors and officers and the underwriters in the initial public offering (“IPO”) was based on allegations related to the Company’s disclosures in its registration statement and prospectus for its IPO. On July 4, 2014, we reached a confidential agreement in principle to settle all pending claims, subject to submission and approval by the court.
Note 8 — Income Taxes
Our effective tax rate is generally the combined federal and state statutory rate reduced by the effect of tax credits primarily due to the tax benefit of FICA tax credits for employee reported tip income. The effective tax rate for the thirteen and thirty-nine weeks ended September 29, 2014 was a benefit of 47.9% and 64.4%, respectively, while the effective tax rate for the thirteen and thirty-nine weeks ended September 30, 2013 was a benefit of 58.9% and 63.0%, respectively. The change in the effective tax rate is primarily due to the change in FICA tax credits being generated in the current quarter and year-to-date periods proportionate to the loss before income taxes.
Income taxes for the thirteen and thirty-nine weeks ended September 29, 2014 were estimated using the discrete method, which is based on actual year-to-date loss before income taxes and estimated tax credits generated primarily related to FICA and Medicare taxes paid on employee tip income. We believe that this method yields a more reliable income tax calculation for the interim periods in fiscal year 2014. The estimated annual effective tax rate method is not reasonable due to its sensitivity to small changes in forecasted annual earnings before income taxes, which would result in significant variations in the customary relationship between income tax expense and earnings before income taxes for interim periods.
We evaluate our deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. We assess whether a valuation allowance should be established based on our determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and prior to the expiration of our credit carryforwards which begin to expire in 2031. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. If we continue to experience declines in the operating performance at Joe’s or Macaroni Grill, we may be required to record a valuation allowance in the fourth quarter of 2014 or during 2015 against some or all of our deferred tax assets. The total net deferred tax asset balance as of September 29, 2014 and December 30, 2013 was $24.3 million and $14.0 million, respectively.
Note 9 — Segment Information
All of our restaurants compete in the full-service casual dining industry. Our brands also possess similar production methods, distribution methods, and economic characteristics, resulting in similar long-term expected financial performance characteristics. We believe reporting information about each of our brands is useful to readers of our financial statements and is consistent with how management evaluates brand performance. We also believe that providing this additional financial information for each of our brands provides a better understanding of our overall operating results. Income (loss) from operations represents revenues less restaurant operating costs and expenses, directly allocable general and administrative expenses, and other restaurant-level expenses directly associated with each brand including depreciation and amortization, pre-opening costs, asset impairments and closures, and loss on disposal of assets. Unallocated corporate expenses, capital expenditures, property and equipment, and goodwill and other intangibles assets are presented below as reconciling items to the amounts presented in the condensed consolidated financial statements.
The following tables present information about our reportable segments for the respective periods (in thousands):
|
(1) |
Joe’s Crab Shack’s income from operations for the three and nine months ended September 29, 2014 included a $1.8 million impairment charge related to one restaurant unit (see Note 4). |
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(2) |
Romano’s Macaroni Grill’s loss from operations for the three and nine months ended September 29, 2014 included $2.9 million and $4.3 million, respectively, in costs related to closures and conversions, and for the three and nine months ended September 30, 2013 included $0.1 million in costs related to closures and conversions. |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations with the consolidated financial statements and related notes included elsewhere herein. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Forward-Looking Statements” in our most recent Annual Report on Form 10-K for the fiscal year ended December 30, 2013. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Our fiscal year ends on the Monday nearest to December 31 of each year. Our quarterly accounting periods are comprised of 13 weeks, except for 53-week fiscal years for which the fourth quarter will be comprised of 14 weeks. Fiscal years 2014 and 2013 are 52-week years.
Overview
As of September 29, 2014, Ignite Restaurant Group, Inc. operated three restaurant brands in the casual dining segment, Joe’s Crab Shack (“Joe’s”), Brick House Tavern + Tap (“Brick House”) and Romano’s Macaroni Grill (“Macaroni Grill”). Each of our restaurant brands offers a variety of high-quality food in a distinctive, casual, high-energy atmosphere. Joe’s, Brick House and Macaroni Grill operate in a diverse set of markets across the United States and internationally. As of September 29, 2014, we owned and operated 138 Joe’s restaurants, 21 Brick House restaurants and 167 Macaroni Grill restaurants in 36 states, and franchised 25 Macaroni Grill restaurants within the United States and foreign countries.
Joe’s Crab Shack is an established, national chain of casual dining seafood restaurants. Joe’s serves a variety of high-quality seafood items, with an emphasis on crab. Joe’s is a high-energy, family-friendly restaurant that encourages guests to “roll up your sleeves and crack into some crab.” Brick House Tavern + Tap is a next-generation bar and grill that provides guests an elevated experience appropriate for every day usage. Romano’s Macaroni Grill, a pioneer in the polished casual dining segment, offers guests a blend of authentic Italian food with innovative Italian preparation.
During the thirteen weeks ended September 29, 2014, we closed seven company-owned and one franchised Macaroni Grill restaurants. We also opened one Brick House converted from a Macaroni Grill and two new Joe’s during the quarter. Subsequent to the end of the third quarter, two additional company-owned Macaroni Grill locations were closed for a total of fourteen Macaroni Grill closures during 2014.
Outlook
Our near term business strategy focuses on three primary elements: reviving the Macaroni Grill brand, increasing comparable restaurant sales at Joe’s, and continuing the growth of our Brick House brand through same-store sales growth and new unit development.
We completed our acquisition of Macaroni Grill on April 9, 2013. Prior to the acquisition, Macaroni Grill’s revenues were steadily declining, including a decline of approximately 25% over the last three fiscal years, from $524.4 million in the fiscal year ended September 29, 2010 to $395.4 million in the fiscal year ended June 27, 2012. During the thirteen weeks ended September 29, 2014, the comparable restaurant sales of Macaroni Grill declined by 8.5% compared to a 2.7% decline in the comparable prior year quarter due primarily to reduced discounts and promotions in the current year.
While the Macaroni Grill business generated a loss from operations of $4.9 million, excluding closure-related costs, during the thirteen weeks ended September 29, 2014, it is a significant improvement from the $10.2 million loss from operations during the thirteen weeks ended September 30, 2013. We believe that with the current operations and marketing strategies in place, Macaroni Grill will be a positive contributor to profit in the future. However, there can be no assurance that these strategies or other changes we implement will increase guest traffic or improve the performance at our Macaroni Grill restaurants.
We have also experienced a decline in the operating performance at Joe’s. During the thirteen weeks ended September 29, 2014, the comparable restaurant sales of Joe’s declined by 4.4% which contributed to a $7.8 million decrease in income from operations from the prior year, excluding the $1.8 million impairment charge in the current quarter. The decline in comparable restaurant sales is partially due to concentrated development over the past three years in the Northeast region that is currently experiencing declining sales and probably some level of self-cannibalization from new Joe’s locations in proximate markets. The nine stores opened in the Northeast during 2011 and 2012 accounted for 44% of the current quarter comparable sales decline but only represent seven percent of the comparable store base. In addition, Joe’s operating results
have also been negatively impacted by food cost inflation during the current year. Unusually high shrimp and shellfish costs were the primary drivers of the increase. We have launched several initiatives including various new menu items along with an updated local and national marketing plan in order to improve sales and margins. However, there can be no assurance that these initiatives or other changes we implement will increase guest traffic or improve the performance at our Joe’s restaurants.
Additional declines in the operating performance at Joe’s or Macaroni Grill could cause us to close or sell certain underperforming restaurants which may require us to recognize additional asset impairment or closure-related expenses and establish a valuation allowance in the fourth quarter of 2014 or during 2015 against some or all of our deferred tax assets. The total net deferred tax asset balance as of September 29, 2014 and December 30, 2013 was $24.3 million and $14.0 million, respectively.
For the remainder of the fiscal year, we expect to open one new Joe’s restaurant.
Results of Operations
We acquired Macaroni Grill on April 9, 2013. The prior year comparable year-to-date results do not include the results of operations of Macaroni Grill for the first quarter and the first week of the second quarter.
Thirteen Weeks Ended September 29, 2014 Compared to Thirteen Weeks Ended September 30, 2013
The following table presents the condensed consolidated statement of operations for the thirteen weeks ended September 29, 2014 and September 30, 2013, including as expressed as a percentage of revenue.
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* |
The percentages reflected are subject to rounding adjustments. |
The following table sets forth additional operating information for the periods indicated that we use in assessing our performance:
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(1) |
Activity for Macaroni Grill commenced from acquisition date, April 9, 2013. |
Revenues
Revenues were $215.2 million during the thirteen weeks ended September 29, 2014, a decrease of $12.4 million, or 5.4%, compared to revenues of $227.6 million during the thirteen weeks ended September 30, 2013. The decrease is primarily due to the decrease in system-wide comparable restaurant sales and a decrease in operating weeks at Macaroni Grill, offset by an increase in operating weeks at Joe’s and Brick House from new restaurant openings.
Revenues at Joe’s Crab Shack decreased 4.6% to $122.2 million in the third quarter of 2014 versus $128.0 million in the third quarter of 2013. This decrease is due primarily to a 4.4% decrease in comparable restaurant sales, partially offset by increased operating weeks from the prior year. The comparable restaurant sales decrease is comprised of a 6.0% decrease in guest count, offset partially by a 1.0% increase in pricing and a 0.6% increase in mix. We believe the decline in comparable restaurant sales is due partly to our concentrated development during the past three years in the Northeast region that is currently experiencing declining sales as a result of initially high “honeymoon” sales and probably some self-cannibalization from new Joe’s locations in proximate markets. The nine stores opened in the Northeast during 2011 and 2012 accounted for 44% of the current quarter comparable sales decline but only represent seven percent of the comparable store base. Comparable sales for all other geographic regions ranged from 0.5% to (4.8%).
Brick House Tavern + Tap revenues increased 40.3% to $17.1 million in the third quarter of 2014 versus $12.2 million in the third quarter of 2013 due to a 7.5% increase in comparable restaurant sales and five new restaurant openings since the third quarter of 2013. The comparable restaurant sales increase is comprised of an 8.2% increase from guest count and/or mix, partially offset by a 0.7% decrease in pricing which is attributable to us expanding the length of our happy hour promotional period.
Revenues at Macaroni Grill decreased 13.1% to $76.0 million in the third quarter of 2014 versus $87.4 million in the third quarter of 2013. The decrease is due to an 8.5% comparable restaurant sales decrease and 15 restaurant closures since the prior year third quarter. The comparable restaurant sales decrease is comprised of a 13.0% decrease in guest count and a 0.9% decrease in mix, partially offset by a 5.4% increase in pricing due to significantly less discounts and promotions in the current year.
Cost of Sales
Cost of sales decreased by $3.3 million, or 4.8%, in the third quarter of 2014 versus the comparable period of 2013. This decrease primarily reflects the decrease in revenues in 2014 compared to 2013. As a percent of revenue, cost of sales increased to 30.6% from 30.4% primarily due to food cost inflation at the Joe’s brand. Unusually high shrimp costs and shellfish costs near the high-end of their normal range were the primary drivers of the increase. This increase was partially offset by improved sales leverage at Macaroni Grill due to reduced discounting in the current year.
Labor Expenses
Labor expenses decreased by $5.9 million, or 8.4%, in the third quarter of 2014 versus the comparable period of 2013. As a percentage of revenue, labor expenses decreased to 29.7% from 30.7%. The decrease in absolute dollars and as a percentage of revenue reflect the hourly labor cost efficiencies at Macaroni Grill, offset partially by deleveraged fixed labor costs at Joe’s.
Occupancy Expenses
Occupancy expenses decreased by $86 thousand, or 0.4%, in the third quarter of 2014 versus the comparable period of 2013. This decrease is primarily attributable to the decrease in operating weeks in 2014 versus 2013. As a percentage of revenue, occupancy expenses increased to 9.1% in the current year versus 8.7% in the prior year. This increase primarily reflects the deleveraging of fixed rent expense from the negative same-store sales.
Other Operating Expenses
Other operating expenses decreased by $0.6 million, or 1.3%, in the third quarter of 2014 versus the comparable period of 2013. As a percentage of revenue, other operating expenses increased to 22.1% from 21.2% due to increased marketing expenses and the deleveraging of fixed costs against a lower sales volume.
General and Administrative
General and administrative expense decreased by $2.6 million, or 18.8%, to $11.2 million during the thirteen weeks ended September 29, 2014 from $13.8 million during the thirteen weeks ended September 30, 2013. The current year balance included $0.4 million of transaction costs related to the debt refinancing, while the prior year balance included approximately $1.3 million in acquisition-related and proposed secondary offering expenses. As a percent of revenue, general and administrative expenses decreased to 5.2% from 6.1%. Adjusting for the transaction costs in the current year and the acquisition-related and proposed secondary offering costs in the prior year, general and administrative costs decreased 0.5% to 5.0% as a percentage of revenues due to continued management of our corporate infrastructure costs.
Depreciation and Amortization
Depreciation and amortization expense increased by $1.3 million, or 17.8%, to $8.8 million during the thirteen weeks ended September 29, 2014 from $7.5 million during the thirteen weeks ended September 30, 2013. This increase is mainly due to accelerated depreciation on closed restaurants and additional depreciation from new restaurants opened since the prior year third quarter. As a percent of revenue, depreciation and amortization increased to 4.1% from 3.3% due to deleveraging on negative same-store sales. See asset impairments and closures below for additional discussion.
Pre-Opening Costs
Pre-opening costs decreased by $0.3 million, or 18.2%, to $1.2 million during the thirteen weeks ended September 29, 2014 from $1.5 million during the thirteen weeks ended September 30, 2013. We opened three restaurants during the thirteen weeks ended September 29, 2014 compared to four new restaurants opened during the thirteen weeks ended September 30, 2013. We incurred pre-opening costs in both periods for other openings in progress during the period.
Asset impairments and closures
Asset impairments and closures increased by $3.1 million to $3.3 million in the current 13-week period versus $0.2 million in the prior year. During the thirteen weeks ended September 29, 2014, we closed seven Macaroni Grill restaurants and recorded a $1.8 million impairment charge related to one Joe’s restaurant. During the thirteen weeks ended September 29, 2014, we also recognized $2.9 million in closure-related expenses, of which $1.6 million was recorded in asset impairments and closures, and $0.9 million of accelerated depreciation was recorded in depreciation expense, excluding expenses related to restaurants closed for conversion. The closure-related expenses for the thirteen weeks ended September 29, 2014 included future minimum lease obligations and accelerated amortization of favorable lease interests.
Income (Loss) from Operations
As a result of the foregoing, consolidated loss from operations increased by $3.9 million to a $7.6 million loss in the current 13-week period compared to a $3.7 million loss in the 13-week period of the prior year.
Income from operations for Joe’s decreased by $9.6 million, or 56.2%, to $7.5 million in the current 13-week period from $17.1 million in the prior year 13-week period. As a percent of revenue, income from operations was 6.1% for the current quarter compared to 13.3% in the prior year. We recorded a $1.8 million impairment charge related to one Joe’s restaurant during the current quarter. Excluding the impairment charge, income from operations was 7.6% of revenue in the current quarter. This decrease is primarily attributable to lower comparable restaurant sales, higher cost of sales and deleveraging of fixed costs against lower sales volume.
Brick House’s loss from operations improved by $180 thousand, or 76.9%, to a $54 thousand loss in the current 13-week period from a $234 thousand loss in the prior year 13-week period. As a percent of revenue, loss from operations improved to 0.3% in the current quarter from 1.9% in the prior year quarter. This improvement is due primarily to the increase in comparable restaurant sales and the higher restaurant count from the prior year.
Macaroni Grill generated a loss from operations of $7.8 million in the current quarter versus $10.2 million in the prior year quarter. As a percent of revenue, loss from operations improved to 10.2% in the current quarter from 11.6% in the prior year quarter. We recorded $2.9 million of expenses related to restaurant closures in the current quarter. Excluding the restaurant closure expenses, loss from operations was 6.4% of revenue in the current quarter. This improvement from the prior year is due primarily to improved hourly labor management, lower marketing expenses and reduced discounting.
Interest expense, net
Interest expense, net increased by $3.7 million, or 277.5%, primarily due to a $2.2 million write off of debt issuance costs related to our debt refinancing during the current quarter and a higher average balance and interest rate in the current year.
Income Tax Benefit
Income tax benefit increased by $3.2 million, or 116.6%, to $6.0 million during the thirteen weeks ended September 29, 2014 from $2.8 million during the thirteen weeks ended September 30, 2013. The effective income tax rate changed to a 47.9% benefit from a 58.9% benefit primarily due to lesser FICA tax credits being generated in the current quarter proportionate to the loss before income taxes.
Thirty-Nine Weeks Ended September 29, 2014 Compared to Thirty-Nine Weeks Ended September 30, 2013
The following table presents the condensed consolidated statement of operations for the thirty-nine weeks ended September 29, 2014 and September 30, 2013, including as expressed as a percentage of revenue.
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* |
The percentages reflected are subject to rounding adjustments. |
The following table sets forth additional operating information for the periods indicated that we use in assessing our performance:
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(1) |
Activity for Macaroni Grill commenced from acquisition date, April 9, 2013. |
Revenues
Revenues were $659.9 million during the thirty-nine weeks ended September 29, 2014, an increase of $85.9 million, or 15.0%, compared to revenues of $574.0 million during the thirty-nine weeks ended September 30, 2013. The increase is primarily due to the acquisition of Macaroni Grill on April 9, 2013 and an increase in operating weeks at the Joe’s and Brick House brands from new restaurant openings, offset by a 4.2% decrease in system-wide comparable restaurant sales.
Revenues at Joe’s Crab Shack decreased 3.1% to $353.0 million in the first nine months of 2014 versus $364.2 million in the first nine months of 2013. This decrease is due primarily to a 5.0% decrease in comparable restaurant sales, partially offset by a higher restaurant count from the prior year. The comparable restaurant sales decrease is comprised of a 6.5% decrease in guest count, offset partially by a 0.4% increase in pricing and a 1.1% increase in mix. We believe the decline in comparable restaurant sales is due partly to adverse winter weather in the first quarter and reduced or delayed summer vacations from extended school years as a result of school closures during the winter. In addition, we opened a number of stores during the past three years in the Northeast region that are currently experiencing declining sales as a result of initially high “honeymoon” sales and probably some self-cannibalization from new Joe’s locations in proximate markets. The nine stores opened in the Northeast during 2011 and 2012 accounted for 41% of the current year to date comparable sales decline but only represent seven percent of the comparable store base. Year to date comparable sales for all other geographic regions ranged from about flat to (4.6%).
Brick House Tavern + Tap revenues increased 44.8% to $52.7 million in the first nine months of 2014 versus $36.4 million in the first nine months of 2013 due to an 8.7% increase in comparable restaurant sales and four new restaurant openings since the third quarter of 2013. The comparable restaurant sales increase is comprised of a 1.3% increase in pricing and a 7.4% increase from guest count and/or mix.
Revenues at Macaroni Grill increased 46.6% to $254.3 million in the first nine months of 2014 versus $173.4 million in the first nine months of 2013. The increase is primarily due to 39 weeks of sales in the current year compared to 25 weeks of sales in the prior year offset by a 5.0% comparable restaurant sales decrease. The comparable restaurant sales decrease is comprised of an 8.7% decrease in guest count, partially offset by a 2.5% increase in pricing and a 1.2% increase in mix.
Cost of Sales
Cost of sales increased by $27.7 million, or 16.1%, in the first nine months of 2014 versus the comparable period of 2013. This increase primarily reflects the acquisition of Macaroni Grill and the increased operating weeks in 2014 compared to 2013. As a percent of revenue, cost of sales increased to 30.3% from 30.0% primarily due to food cost inflation at the Joe’s brand, partially offset by improved costs at Macaroni Grill. Unusually high shrimp costs and shellfish costs near the high-end of their normal range were the primary drivers of the increase.
Labor Expenses
Labor expenses increased by $26.6 million, or 15.3%, in the first nine months of 2014 versus the comparable period of 2013 primarily due to the acquisition of Macaroni Grill. As a percent of revenue, labor expenses increased to 30.3% from 30.2%.
Occupancy Expenses
Occupancy expenses increased by $11.9 million, or 25.4%, in the first nine months of 2014 versus the comparable period of 2013. This increase is partly attributable to higher store count from the acquisition of Macaroni Grill and the increase in operating weeks in 2014 versus 2013. As a percent of revenue, occupancy costs increased to 8.9% in the first nine months of 2014 versus 8.2% in the prior year. This increase primarily reflects the higher occupancy costs as a percentage of revenues at Macaroni Grill and the deleveraging of fixed rent expense from the negative same-store sales.
Other Operating Expenses
Other operating expenses increased by $20.6 million, or 17.4%, in the first nine months of 2014 versus the comparable period of 2013 mainly due to the acquisition of Macaroni Grill. As a percent of revenue, other operating expenses increased to 21.1% from 20.6%. The increase reflects deleveraging of fixed costs from the negative same-store sales.
General and Administrative
General and administrative expense decreased by $6.0 million, or 14.8%, to $34.7 million during the thirty-nine weeks ended September 29, 2014 from $40.7 million during the thirty-nine weeks ended September 30, 2013. The prior year balance included approximately $6.8 million in acquisition-related and proposed secondary offering expenses. As a percent of revenue, general and administrative expenses decreased to 5.3% from 7.1%. Adjusting for the acquisition-related and proposed secondary offering costs in the prior year, general and administrative costs decreased 0.7% as a percentage of revenues to 5.2% due to continued management of our corporate infrastructure costs.
Depreciation and Amortization
Depreciation and amortization expense increased by $5.3 million, or 26.7%, to $24.9 million during the thirty-nine weeks ended September 29, 2014 from $19.7 million during the thirty-nine weeks ended September 30, 2013. This increase is mainly due to a higher depreciable asset base from the addition of the Macaroni Grill restaurants and new restaurants opened. As a percent of revenue, depreciation and amortization increased to 3.8% from 3.4% due to deleveraging from negative same-store sales. See asset impairments and closures below for additional discussion.
Pre-Opening Costs
Pre-opening costs decreased by $2.1 million, or 51.3%, to $2.0 million during the thirty-nine weeks ended September 29, 2014 from $4.0 million during the thirty-nine weeks ended September 30, 2013. We opened three new restaurants during the thirty-nine weeks ended September 29, 2014 compared to ten new restaurants opened during the thirty-nine weeks ended September 30, 2013. We incurred pre-opening costs in both periods for other openings in progress during the period.
Asset impairments and closures
Asset impairments and closures increased by $4.1 million to $4.4 million during the thirty-nine weeks ended September 29, 2014 from $251 thousand during the thirty-nine weeks ended September 30, 2013. We recorded a $1.8 million impairment charge related to one Joe’s restaurant, and closed twelve Macaroni Grill restaurants in the current year, including restaurants closed for conversion, and six in the prior year. For the twelve closed restaurants in the current year, we recognized $4.3 million in closure-related expenses of which $2.5 million was recorded in asset impairments and closures, $1.3 million of accelerated depreciation was recorded in depreciation expense, and $0.5 million in loss on disposal of assets. The closure-related expenses for the thirty-nine weeks ended September 29, 2014 included future minimum lease obligations and accelerated amortization of favorable lease interests.
Income (Loss) from Operations
As a result of the foregoing, consolidated loss from operations increased by $2.4 million, or 77.5%, to a $5.5 million loss in the current year compared to a $3.1 million loss in the prior year.
Income from operations for the Joe’s brand decreased by $19.5 million, or 43.3%, to $25.5 million in the current year from $45.0 million in the prior year. As a percent of revenue, income from operations was 7.2% for the current year compared to 12.4% in the prior year. We recorded a $1.8 million impairment charge related to one Joe’s restaurant during the current year. Excluding the impairment charge, income from operations was 7.7% of revenue in the current year. This decrease is primarily attributable to lower comparable restaurant sales, food cost increases and deleveraging of fixed costs against lower sales volume.
Brick House’s income from operations increased by $1.7 million, or 165.2%, to $2.8 million in the current year from $1.1 million in the prior year. As a percent of revenue, income from operations increased to 5.3% in the current year from 2.9% in the prior year. This increase is due primarily to the increase in comparable restaurant sales and the higher restaurant count as compared to the prior year.
Macaroni Grill generated a loss from operations of $10.9 million in the current year versus $16.0 million in the prior year. As a percent of revenue, loss from operations improved to 4.3% in the current year from 9.2% in the prior year. We recorded $4.1 million of expenses related to restaurant closures in the current year. Excluding the restaurant closure expenses, loss from operations was 2.7% of revenue in the current year. This improvement from the prior year is due primarily to improved hourly labor management, lower marketing expenses and reduced discounting.
Interest Expense, Net
Interest expense, net increased by $5.2 million, or 150.1%, to $8.7 million during the thirty-nine weeks ended September 29, 2014 from $3.5 million during the thirty-nine weeks ended September 30, 2013 primarily due to the write-off of debt issuance costs related to our debt refinancing in August 2014 and a higher average balance and interest rate in the current year.
Income Tax Benefit
Income tax benefit increased by $5.3 million, or 141.1%, to $9.1 million during the thirty-nine weeks ended September 29, 2014 from $3.8 million during the thirty-nine weeks ended September 30, 2013. The effective income tax rate increased to a 64.4% benefit from a 63.0% benefit primarily due to more FICA tax credits being generated in the current year proportionate to the loss before income taxes.
Seasonality
There is a seasonal component to the Joe’s business which typically peaks in the summer months (June, July and August) and slows in the winter months (November, December and January), while the seasonal component to Macaroni Gill’s business typically peaks in winter months. Because of the seasonality of our system-wide business, results for any fiscal quarter are not necessarily indicative of the results that may be achieved for future fiscal quarters or for the full fiscal year.
Liquidity and Capital Resources
General
Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents, and our senior secured credit facility. Our primary requirements for liquidity and capital are new restaurant development, working capital and general corporate needs. Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate, and will continue to operate, with negative working capital. Our requirement for working capital is not significant since our restaurant guests pay for their food and beverage purchases in cash or payment cards (credit or debit) at the time of sale. Thus, we are able to sell and collect payment for many of our inventory items before we have to pay our suppliers for such items. Our restaurants do not require significant inventories or receivables.
We believe that these sources of liquidity and capital will be sufficient to finance our continued operations and expansion plans for at least the next twelve months.
Macaroni Grill generated a lower loss from operations of $10.9 million for the current year-to-date period compared to a $16.0 million loss from operations in the prior year, which contributed to a higher net cash provided by operating activities. However, we experienced a decline in sales and income from operations at Joe’s. We have launched several new initiatives at Joe’s and continue to implement plans to restore the profitability of Macaroni Grill. Although we are experiencing signs of minimal recovery, there can be no assurance that the actual full year results will not differ materially from our plans. If we continue experiencing negative cash trends from Macaroni Grill or Joe’s operations, we may be unable to remain in compliance with our financial covenants. However, we can manage and supplement our liquidity position by closing or selling underperforming restaurants, postponing restaurant development, cutting discretionary capital expenditure spending, and divesting non-core assets. We may also decide to raise additional funds through the sale of common stock or debt in the public capital markets or in privately negotiated transactions. We entered into a new senior secured credit facility in August 2014 (see Note 3 to our condensed consolidated financial statements). There can be no assurance that any of these financing options would be available on favorable terms, if at all.
The following table shows summary cash flows information for the thirty-nine weeks ended September 29, 2014 and September 30, 2013 (in thousands):
Operating Activities
Net cash provided by operating activities was $26.4 million for the thirty-nine weeks ended September 29, 2014 and $13.8 million for the thirty-nine weeks ended September 30, 2013. The $12.6 million increase from the prior year period is due primarily to the increase in operating profit at Macaroni Grill and Brick House, lower general and administrative expenses and changes in working capital including the timing of rent payments and collection of accounts receivable. These increases were offset partially by a decrease in operating profit at Joe’s and higher interest expense paid.
Investing Activities
Net cash used in investing activities decreased by $79.1 million to $20.1 million for the thirty-nine weeks ended September 29, 2014 compared to $99.3 million for the thirty-nine weeks ended September 30, 2013 mainly due to the acquisition of Macaroni Grill in the prior year, as well as a decrease in capital expenditures. Capital expenditures decreased to $20.3 million in the current year compared to $38.3 million in the prior year primarily due to the timing of new restaurant openings and the lower planned restaurant openings for the current fiscal year.
We estimate that total capital expenditures for fiscal year 2014 will be approximately $30 million to $35 million, which includes three new Joe’s restaurants and as many as two conversions of Macaroni Grill locations to Brick Houses.
Financing Activities
Net cash provided by financing activities decreased to $25.6 million for the thirty-nine weeks ended September 29, 2014 compared to $79.6 million for the thirty-nine weeks ended September 30, 2013. In the current year, financing activity cash flows represent net payments of $85.2 million on our Revolving Credit Facility, proceeds from our new term loan of $162.5 million, $46.8 million repayment of our old term loan and payment of debt issuance costs of $4.8 million related to the debt refinancing transaction. The prior year activity included net borrowings of $32.4 million on our Revolving Credit Facility and $49.4 million net borrowings on our old term loan related to the financing for the Macaroni Grill acquisition, partially offset by payment of debt issuance costs of $2.2 million.
New Senior Secured Credit Facility
As of December 30, 2013, we had a senior secured credit facility (“Credit Facility”) comprised of a $100.0 million revolving credit facility and a $50.0 million term loan that mature on April 8, 2018. The interest rate of the Revolving Credit Facility ranged from 4.69% to 6.75%, while the Term Loan was 4.75% as of December 30, 2013.
On August 13, 2014, we entered into a new senior secured credit facility (“New Credit Agreement”), which consists of a $30.0 million revolving credit facility (“New Revolving Credit Facility”) and a $165.0 million term loan (“New Term Loan”), which both mature on February 13, 2019. The New Term Loan was issued at 98.5% of par. The principal amount of the New Term Loan is payable in consecutive quarterly installments of $412,500, commencing on December 31, 2014, with the balance payable in full at maturity. At closing, we repaid the balance of our previous Credit Facility using the proceeds from the New Term Loan.
Interest rates for borrowings under the New Credit Agreement for the revolver and the term loan are equal to, at our option, either LIBOR (subject to a 1% floor) or the base rate as defined in the agreement, plus a margin of 7.0% for LIBOR loans and 6.0% for base rate loans. The interest rate for the New Term Loan was 8.0% as of September 29, 2014. In addition, we are required to pay commitment fees on the unused portion of the New Revolving Credit Facility. The commitment fee rate is currently at 0.5%. The commitment fee is subject to adjustment on a quarterly basis based on our leverage ratio as defined by the credit agreement.
The New Credit Agreement is guaranteed by each of our subsidiaries and secured by substantially all of our present and future assets and a lien on the capital stock or other equity interests of our direct and indirect subsidiaries. The New Credit Agreement contains covenants which, among other things, limit our ability to incur additional indebtedness, create liens on our assets, make certain investments or loans, merge or otherwise dispose of assets other than in the ordinary course of business, make acquisitions, and pay dividends or make other restricted payments. The New Credit Agreement also contains customary covenants regarding, among other matters, the maintenance of insurance, the preservation and maintenance of our corporate existence, material compliance with laws, and the payment of taxes and other material obligations.
The New Credit Agreement provides that (a) the leverage ratio shall not exceed (i) 5.75x through December 29, 2014, (ii) 5.5x from December 30, 2014 through June 29, 2015, (iii) 5.25x from June 30, 2015 through December 28, 2015, (iv) 5.0x from December 29, 2015 through March 28, 2016, (v) 4.75x from March 29, 2016 through June 27, 2016, (vi) 4.25x from June 28, 2016 through September 26, 2016, (vii) 4.0x from September 27, 2016 through April 3, 2017, (viii) 3.75x from April 4, 2017 through October 2, 2017, (ix) 3.5x from October 3, 2017 through April 2, 2018, (x) 3.25x from April 3, 2018 through December 31, 2018, and (xi) 3.0x from January 1, 2019 through maturity date; and requires (b) an interest coverage ratio of at least (i) 2.0x through June 29, 2015, (ii) 2.25x from June 30, 2015 through March 28, 2016, (iii) 2.5x from March 29, 2016 through June 27, 2016, (iv) 2.75x from June 28, 2016 through January 2, 2017, (v) 3.0x from January 3, 2017 through July 3, 2017, (vi) 3.25x from July 4, 2017 through April 2, 2018, (vii) 3.5x from April 3, 2018 through December 31, 2018, and (viii) 3.75x from January 1, 2019 through maturity date. The New Credit Agreement limits capital expenditures to an amount in respect of any period not to exceed (i) $29.5 million from the closing date through December 29, 2014, (ii) $45.5 million for fiscal 2015, (iii) $45.8 million for fiscal 2016, (iv) $52.5 million for fiscal 2017, (v) $53.7 million for fiscal 2018, and (vi) $58.6 million from January 1, 2019 through maturity date, provided that the amount of permitted capital expenditures in any period can be increased by the unused permitted capital expenditures from the immediately preceding period, subject to certain limitations as defined by the agreement. We were in compliance with these covenants as of September 29, 2014 with the exception of the capital expenditure limit, which is only measured on an annual basis.
We wrote off $2.2 million of debt issuance costs related to the previous Credit Facility, and at closing paid $4.8 million in additional debt issuance costs. The debt issuance costs paid at closing and the remaining unamortized debt issuance costs from the previous Credit Facility are recorded in other assets and will be amortized over the term of the New Credit Agreement. The debt discount is included as a reduction to the carrying value of the debt obligations and will be amortized over the term of the New Term Loan using the effective interest rate method.
As of September 29, 2014, we had outstanding letters of credit of approximately $6.3 million supported by the New Revolving Credit Facility and had available borrowing capacity of approximately $23.7 million.
Off-Balance Sheet Arrangements
Except for restaurant operating leases, we have no material off-balance sheet arrangements.
Non-GAAP Financial Measures
We occasionally utilize financial measures and terms not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”) to evaluate our operating performance. These non-GAAP measures are provided to enhance the reader’s overall understanding of our current financial performance. These measurements are used by many investors as a supplemental measure to evaluate the overall operating performance of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back events that are not part of normal day-to-day operations of our business. Management and our principal stockholder also use such measures as measurements of operating performance, for planning purposes, and to evaluate the performance and effectiveness of our operational strategies.
These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. We have provided a definition below for these non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to investors. In addition, we have provided a reconciliation of these non-GAAP financial measures utilized to its equivalent GAAP financial measure.
Adjusted Net Income (Loss)
We calculate adjusted net income (loss) by eliminating from net income (loss) the impact of items we do not consider indicative of our ongoing operations. Specifically, we believe that this non-GAAP measure provides greater comparability and enhanced visibility into our results of operations, excluding the impact of special charges and certain other expenses. Adjusted net income (loss) represents net income (loss) less items such as (a) transaction costs including those related to our acquisition of Romano’s Macaroni Grill, (b) costs related to the preparation and filing of a registration statement for a proposed secondary offering of our common stock, (c) costs related to conversions, remodels and closures, (d) write-off of debt issuance costs, (e) asset impairment, (f) non-recurring recruiting and training expenses related to increased restaurant-level staffing at our Macaroni Grill restaurants, (g) gain on insurance settlements, and (h) the income tax effect of the above described adjustments. We believe this measure provides additional information to facilitate the comparison of our past and present financial results. We utilize results that both include and exclude the identified items in evaluating business performance. However, our inclusion of this adjusted measure should not be construed as an indication that our future results will be unaffected by unusual or infrequent items. In the future, we may incur expenses or generate income similar to these adjustments.
A reconciliation of net income (loss) to adjusted net income (loss) is as follows:
Recent Accounting Pronouncements
Disclosure regarding recent accounting pronouncements can be found in Note 1 of our condensed consolidated financial statements (unaudited) contained in this Form 10-Q.
Critical Accounting Policies
The preparation of the unaudited financial statements requires that we make estimates that affect the reported accounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
During the thirteen and thirty-nine weeks ended September 29, 2014, there were no significant changes in our accounting policies or estimates.
For a description of those accounting policies that, in our opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgments or estimates were made, materially affect our reported results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2013 filed with the SEC on March 5, 2014.
Forward-Looking Statements
This quarterly report on Form 10-Q includes and incorporates by reference “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward looking information presented in this quarterly report is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward looking information contained in this quarterly report. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Examples of forward-looking statements in this quarterly report include expectations about new restaurant openings and conversions, and expected improved operations of Macaroni Grill. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including the risk factors discussed in Item 1A our Annual Report on Form 10-K, filed on March 5, 2014 with the Securities and Exchange Commission. Any forward-looking information presented herein is made only as of the date of this quarterly report, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
Commodity Price Risk
Many of the food products we purchase are affected by commodity pricing that is subject to price volatility caused by weather, production problems, delivery difficulties and other factors that are outside our control and are generally unpredictable. For the thirty-nine weeks ended September 29, 2014, crab, lobster and shrimp accounted for approximately 25% of total food purchases. Crab and lobster are wild caught and sourced from government regulated and sustainable fisheries. Other categories affected by the commodities markets, such as other seafood and beef, each account for approximately 6% to 11% of our food purchases. While we have some of our food items prepared to our specifications, our food items are based on generally available products, and if any existing suppliers fail, or are unable to deliver in quantities we require, we believe that there are sufficient other quality suppliers in the marketplace that our sources of supply can be replaced as necessary. We also recognize, however, that commodity pricing is extremely volatile and can change unpredictably and over short periods. Our purchasing department negotiates prices and quantities for all of our ingredients through either cancellable contracts (with varying length terms), spot market purchases or commodity pricing formulas. Changes in commodity prices would generally affect us and our competitors similarly, depending on the terms and duration of supply contracts. We also enter into fixed price supply contracts for certain products in an effort to minimize volatility of supply and pricing. In many cases, or over the longer term, we believe we will be able to pass through some or all of the increased commodity costs by adjusting menu pricing. From time to time, competitive circumstances, or judgments about consumer acceptance of price increases, may limit menu price flexibility, and in those circumstances, increases in commodity prices can have an adverse effect on margins.
Interest Rate Risk
We are subject to interest rate risk in connection with borrowings under our New Credit Facility, which bear interest at variable rates. As of September 29, 2014, we had $162.6 million outstanding under our New Credit Facility. Derivative financial instruments, such as interest rate swap agreements and interest rate cap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from our variable rate debt obligations that are expected to remain outstanding. We do not currently have any such derivative financial instruments in place. Interest rate changes do not affect the market value of such debt, but could impact the amount of our interest payments, and accordingly, our future earnings and cash flows, assuming other factors are held constant. Taking into account the 1% floor on our LIBOR borrowings under our new senior secured credit facility, a 1% change in the interest rate on the outstanding balance of our variable rate debt would result in a $0.4 million change in our annual results of operations.
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Item 4. |
Controls and Procedures. |
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that the information required to be disclosed in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management of the company with the participation of its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 29, 2014, an evaluation was performed under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures were effective as of September 29, 2014.
Limitations on Effectiveness of Controls and Procedures
Because of their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In addition, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the date we are no longer an "emerging growth company" as defined in the JOBS Act, if we continue to take advantage of the exemptions contained in the JOBS Act. We will remain an "emerging growth company" until the earliest of (i) the last day of our fiscal year following the fifth anniversary of our IPO; (ii) the last day of our fiscal year in which we have annual gross revenue of $1.0 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the date on which we are deemed to be a "large accelerated filer," which will occur at such time as we have (1) an aggregate worldwide market value of common equity securities held by non-affiliates of $700.0 million or more as of the last business day of our most recently completed second fiscal quarter, (2) been required to file annual, quarterly, and current reports under the Exchange Act for a period of at least 12 calendar months and (3) filed at least one annual report pursuant to the Exchange Act. As a result, we may qualify as an "emerging growth company" until as late as May 10, 2017. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
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Item 1. |
Legal Proceedings. |
Disclosure regarding legal proceedings can be found in Note 7 of our condensed consolidated financial statements (unaudited) contained in this Form 10-Q.
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Item 1A. |
Risk Factors. |
There were no material changes in our Risk Factors as previously disclosed in Item 1A of the our Annual Report on Form 10-K for the year ended December 30, 2013.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Not applicable.
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Item 3. |
Defaults Upon Senior Securities. |
None.
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Item 4. |
Mine Safety Disclosures. |
Not applicable.
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Item 5. |
Other Information. |
None.
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Item 6. |
Exhibits. |
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Exhibit |
Description | |
|
3.1 |
Amended and Restated Certificate of Incorporation of Ignite Restaurant Group, Inc. (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the twelve weeks ended June 18, 2012 filed on October 30, 2012 and incorporated herein by reference). | |
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3.2 |
Amended and Restated Bylaws of Ignite Restaurant Group, Inc. (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the twelve weeks ended June 18, 2012 filed on October 30, 2012 and incorporated herein by reference). | |
| 10.1 |
Credit and Security Agreement, dated August 13, 2014, by and among Ignite Restaurant Group, Inc. and a syndicate of commercial banks and other financial institutions, as lenders, Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and KeyBanc Capital Markets Inc., as joint lead arrangers and joint book runners, and KeyBank National Association, as syndication agent. | |
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31.1 |
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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31.2 |
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
32.1 |
Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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32.2 |
Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
101 |
The following financial information for the Company, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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IGNITE RESTAURANT GROUP, INC. | |||
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By: |
/s/ Michael J. Dixon | ||
|
Name: |
|||
|
Title: |
President and Chief Financial Officer | ||
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(On behalf of the Registrant and as Principal Financial Officer) | |||
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| 2/13/19 | ||||
| 1/1/19 | ||||
| 12/31/18 | ||||
| 4/8/18 | ||||
| 4/3/18 | ||||
| 4/2/18 | ||||
| 10/3/17 | ||||
| 10/2/17 | ||||
| 7/4/17 | ||||
| 7/3/17 | ||||
| 5/10/17 | ||||
| 4/4/17 | ||||
| 4/3/17 | 10-K, 10-Q, 3, S-8 POS | |||
| 1/3/17 | ||||
| 1/2/17 | 10-K | |||
| 12/15/16 | ||||
| 9/27/16 | ||||
| 9/26/16 | 10-Q | |||
| 6/28/16 | ||||
| 6/27/16 | 10-Q | |||
| 3/29/16 | ||||
| 3/28/16 | 10-Q | |||
| 12/29/15 | ||||
| 12/28/15 | 10-K | |||
| 6/30/15 | ||||
| 6/29/15 | 10-Q | |||
| 12/31/14 | ||||
| 12/30/14 | ||||
| 12/29/14 | 10-K | |||
| Filed on: | 10/30/14 | |||
| 10/28/14 | ||||
| 9/30/14 | ||||
| For Period end: | 9/29/14 | |||
| 8/13/14 | 8-K | |||
| 7/4/14 | ||||
| 3/5/14 | 10-K, 8-K | |||
| 12/31/13 | 4 | |||
| 12/30/13 | 10-K | |||
| 12/15/13 | ||||
| 9/30/13 | 10-Q | |||
| 4/9/13 | 3, 8-K/A | |||
| 10/30/12 | 10-Q, 8-K | |||
| 7/20/12 | ||||
| 6/27/12 | ||||
| 6/18/12 | 10-Q, NT 10-Q | |||
| 1/2/12 | ||||
| 1/3/11 | ||||
| 9/29/10 | ||||
| 12/28/09 | ||||
| List all Filings | ||||