UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2013
IGNITE RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-35549 | | 94-3421359 |
(State or other jurisdiction of Company or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
9900 Westpark Drive, Suite 300, Houston, Texas | | 77063 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 366-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On March 20, 2013, Ignite Restaurant Group, Inc. (the “Company”) issued a press release reporting financial results for the fourth quarter and fiscal year ended December 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In the press release, the Company used non-GAAP financial measures discussed in Appendix A hereto (incorporated herein by reference), which contains certain statements of the Company’s management regarding the use and purpose of the non-GAAP financial measures used therein. A reconciliation of the non-GAAP financial measures discussed in the press release to the comparable U.S. GAAP financial measures is included in the press release.
The information contained in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other documents filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This current report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking information presented in this press release 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 press release. 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 press release include our planned new restaurant openings for fiscal 2013, the earnings accretion in 2014 resulting from the Romano’s Macaroni Grill transaction, and the opportunities to elevate the business, achieve synergies, and drive growth over time through the Romano’s Macaroni Grill transaction.
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 included in this press release, including the risk factors discussed in the Company’s Form 10-K for the year-ended December 31, 2012 filed with the Securities and Exchange Commission (SEC) (which can both be found at the SEC’s website www.sec.gov) and each such risk factor is specifically incorporated into this press release. Any forward-looking information presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated March 20, 2013.
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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.
Date: March 20, 2013 | |
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| IGNITE RESTAURANT GROUP, INC. |
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| By: | /s/ Michael J. Dixon |
| | Michael J. Dixon |
| | President and Chief Financial Officer |
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APPENDIX A
Use of 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 within the press release to reconcile these non-GAAP financial measures utilized therein to its equivalent GAAP financial measure.
Adjusted net income (loss) and Adjusted net income (loss) per share
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 (a) IPO-related expenses, (b) write-off of debt issuance costs, (c) non-cash loss on disposal of fixed assets related to conversion, remodels and closures, (d) loss (gain) on insurance settlements, (e) restatement expenses, (f) hedge terminations, (g) certain other expenses, (h) the income tax effect of the above described adjustments, and (i) the release of deferred tax asset valuation allowance. Adjusted net income (loss) per share is calculated by dividing Adjusted net income (loss) by the actual weighted average shares outstanding for the period. 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 these 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.
Adjusted pro forma net income (loss) per share
We calculate Adjusted pro forma net income (loss) per share by dividing Adjusted net income (loss) by the pro forma weighted average shares outstanding during the period. Pro forma weighted average shares outstanding reflects the 6.4 million shares of common stock issued in connection with the Company’s initial public offering in May 2012 as being issued and outstanding at the beginning of fiscal year 2011. Adjusted pro forma net income (loss) per share is not required by or presented in accordance with GAAP or Article 11 of Regulation S-X.
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