8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2010

DIVERSIFIED RESTAURANT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53577	03-0606420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27680 Franklin Road Southfield, Michigan	48034
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (248) 223-9160

(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))

Explanatory Note

On February 5, 2010, Diversified Restaurant Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K to report that, among other things, the Company had, through its wholly-owned subsidiary, AMC Wings, Inc. (“Wings”), acquired nine affiliated Buffalo Wild Wings restaurants (the “Affiliated Restaurants” or “AMC Managed Affiliates Group”) effective February 1, 2010, pursuant to the terms of various purchase agreements by and between the Company and each of the Affiliated Restaurants. On April 19, 2010, an amendment was filed on Form 8-K/A (the “First Amendment”) to amend and supplement Item 9.01 of the Form 8-K filed on February 5, 2010 to include the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01.

This Amendment No. 2 on Form 8-K/A amends Item 9.01 of the First Amendment by restating the previously filed Exhibit 99.2, the Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group, to include $3,134,790 of promissory notes that were issued to fund the acquisition of the AMC Managed Affiliates Group. The restatement affected only the consolidated balance sheets, the changes to which are summarized in the table below:

	Previously
	Reported			Restated			Net Change
Current portion of long-term debt	$	2,193,057		$	2,715,522		$	522,465
Total current liabilities	$	3,499,916		$	4,022,381		$	522,465
Long-term debt, less current portion	$	6,767,041		$	9,379,366		$	2,612,325
Total liabilities	$	12,394,950		$	15,529,740		$	$3,134,790
Retained earnings	$	(58,469	)	$	(3,193,259	)	$	(3,134,790	)
Total stockholders’ and members’ equity	$	2,781,798		$	(352,992	)	$	(3,134,790	)
Total liabilities and stockholders’ / members’ equity	$	15,176,748		$	15,176,748		Unchanged

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Audited Financial Statements for the AMC Managed Affiliates Group for the Years Ended December 31, 2009 and December 31, 2008*

(b) Pro Forma Financial Information

Restated Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group

(c) Not applicable

1

(d) The following exhibits are included with this Report.

Exhibit 99.1	Audited Financial Statements for the AMC Managed Affiliates Group for the Years Ended December 31, 2009 and December 31, 2008*
Exhibit 99.2	Restated Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group

* Incorporated by reference from Exhibit 99.1 attached to the Company’s current report on Form 8-K/A filed with the Securities and Exchange Commission on April 19, 2010.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIVERSIFIED RESTAURANT HOLDINGS, INC.
Dated: November 3, 2010	By:	/s/ David G. Burke
	Name:	David G. Burke
	Title:	Principal Financial Officer and Treasurer

2

EX-99.2

Exhibit 99.2

RESTATED PRO-FORMA DRH & AMC MANAGED AFFILIATES GROUP
CONSOLIDATED BALANCE SHEETS

				AMC
				Managed
				Affiliates
	DRH			Group					Pro Forma*
									December 27
	December 27			December 31			Pro Forma		& 31
	2009			2009			Adjustments		2009
ASSETS
Current assets
Cash and cash equivalents	$	649,518		$	697,534		$	—	$	1,347,052
Accounts receivable — related party		254,540			369,445			—		623,985
Inventory		125,332			181,969			—		307,301
Prepaid assets		103,452			49,250			—		152,702
Accounts receivable — other		11,219			4,666			—		15,885
Other assets		49,280			26,497			—		75,777
Total current assets		1,193,341			1,329,361			—		2,522,702
Property and equipment, net		7,866,149			3,789,364			—		1,655,513
Intangible assets, net		411,983			339,796			—		751,779
Deferred income taxes		246,754			—			—		246,754
Total assets	$	9,718,227		$	5,458,521		$	—	$	15,176,748
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	1,402,742		$	1,312,780			—	$	2,715,522
Accounts payable		293,984			233,167			—		527,151
Accrued liabilities		329,355			345,413			—		674,768
Deferred rent		54,273			50,667			—		104,940
Total current liabilities		2,080,354			1,942,027			—		4,022,381
Accrued rent		253,625			592,389			—		846,014
Deferred rent		422,068			215,956			—		638,024
Other liabilities — interest rate swap		167,559			46,045			—		213,604
Long-term debt, less current portion		4,601,909			4,777,457			—		9,379,366
Related party payable		—			430,351			—		430,351
Total liabilities		7,525,515			8,004,225			—		15,529,740
Stockholders’ / members’ equity
Common stock		1,863			528,605			—		530,468
Additional paid In capital		2,356,155			353,692			—		2,709,847
Retained earnings		(165,306	)		(3,027,953	)		—		(3,193,259	)
Members’ equity		—			(400,048	)		—		(400,048	)
Total stockholders’ and members’ equity		2,192,712			(2,545,704	)		—		(352,992	)
Total liabilities and stockholders’ / members’equity	$	9,718,227		$	5,458,521		$	—	$	15,176,748

* Pro Forma presentation gives effect to the Transaction as if it had occurred December 27, 2009.

Exhibit 99.2

RESTATED PRO-FORMA DRH & AMC MANAGED AFFILIATES GROUP
STATEMENT OF OPERATIONS

				AMC
				Managed
				Affiliates
	DRH			Group						Pro Forma*
	December 27			December 31			Pro Forma			December 27 & 31
	2009			2009			Adjustments			2009
Revenue
Management and advertising fees	$	1,744,505		$	—		$	(1,744,505	)(1)	$	—
Food and beverage sales		17,317,996			24,436,519			—			41,754,515
Total revenue		19,062,501			24,436,519			(1,744,505	)		41,754,515
Operating expenses
Compensation costs		5,724,053			5,746,191			—			11,470,244
Food and beverage costs		5,325,825			7,703,278			—			13,029,103
General and administrative		4,693,219			5,199,140			—			9,892,359
Occupancy		1,132,364			1,802,999			—			2,935,363
Management and advertising fees		—			1,744,505			(1,744,505	)(1)		—
Depreciation and amortization		1,203,337			1,160,411			—			2,363,748
Total operating expenses		18,078,798			23,356,524			(1,744,505	)		39,690,817
Income from operations		983,703			1,079,995			—			2,063,698
Interest expense		445,820			332,792			—			778,612
Other (income)/expense, net		(80,706	)		(80,720	)		—			(161,426	)
(Loss) income before income taxes		618,589			827,923			—			1,446,512
Income tax benefit (provision)		(252,064	)		—			—			(252,064	)
Net (loss) income	$	366,525		$	827,923		$	—		$	1,194,448

*	Pro Forma presentation gives effect to the Transaction as if it occurred on January 1, 2009.
(1)	Reflects the elimination of management and advertising fees paid by the AMC Managed Affiliates Group to DRH