MN Public Company May “Go Dark”

After being delisted from Nasdaq and moving to a smaller exchange, Granite City Food & Brewery is now thinking of deregistering its shares altogether to reduce costs.

One of Minnesota’s 65 largest public companies is considering deregistering its shares, or “going dark,” in an effort to save money.

Granite City Food & Brewery, a St. Louis Park-based restaurant chain, announced this week that it’s considering the move, which it said could reduce the “significant regulatory costs” of meeting U.S. Securities and Exchange Commission (SEC) reporting requirements.

When a company “goes dark,” it is no longer required to file annual or quarterly reports, proxies, or other documents with the SEC—a process that can be time-consuming and expensive.

“The company has been engaged for some time in a study of the benefits and costs associated with being publicly traded as a reporting company,” CEO Rob Doran said in a statement. “In light of the company’s size, small market capitalization, and the thinly-traded market for its stock, the board may find that the financial burden of reporting is disproportionate to any benefits of maintaining the registered status of the company’s shares.”

Granite City’s shares currently trade on the OTCQB marketplace, a so-called “over-the-counter” exchange. Its shares moved there after the company was delisted from the Nasdaq exchange in April for failing to meet the minimum shareholders’ equity requirements.

When the company was delisted from Nasdaq, Doran said, “Despite the move to the OTCQB, Granite City will maintain high standards of disclosure and remain in an environment where we can tell a great story of growth and value for current and future shareholders.”

Companies that deregister typically see a drop in stock price upon the announcement, because many groups aren’t allowed to own shares in companies that don’t file with the SEC or trade on the exchanges. While Granite City hasn’t officially announced plans to deregister, its stock price still fell 17 percent to $1.65 by midday Thursday.

When a company deregisters, investors are usually given less insight into the company’s finances and future outlook.

Wednesday and Thursday morning calls to Granite City seeking additional comment on the possible deregistration were not immediately returned.

Deregistering became an option for more U.S. companies in April 2012, when the federal government passed an act that allowed those with as many as 2,000 shareholders to deregister their shares, up from the previous 500-shareholder cap.

“The company’s board of directors has been discussing several considerations relating to the company’s status as an Exchange Act reporting company, including the potential impact of deregistration on security holders, potential costs savings, and other factors,” Granite City said.

For the most recently reported quarter, which ended July 2, Granite City had a net loss of $496,570, or $0.09 per share, compared to a net loss of about $1 million, or $0.25 per share, during the same period in 2012.

Revenue, meanwhile, totaled about $34 million, up 11.8 percent from $30.4 million in the second quarter of 2012.

Granite City operates two different casual dining restaurants: Granite City Food & Brewery and Cadillac Ranch All American Bar & Grill. Granite City opened its first restaurant in 1999 and now has 29 restaurants in 13 states.