8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 3)

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

Date of Report (Date of earliest event reported): December 10, 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”) pursuant to the terms of various Purchase Agreements by and between the Company and each of the Affiliated Restaurants, effective as of February 1, 2010.

On April 6, 2010, the Company filed an Amendment No. 1 on Form 8-K/A 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.

On October 22, 2010, the Company filed Amendment No. 2 on Form 8-K/A to amend the previously filed Exhibit 99.2, Unaudited Pro Forma Consolidated Balance Sheet (“Pro Forma Balance Sheet”) and Statement of Operations (“Pro Forma Income Statement”) of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group (the “Pro Forma Statements”) to include the impact of $3,134,790 of promissory notes (the “Notes”) that were issued to fund the acquisition of the AMC Managed Affiliates Group.

This Amendment No. 3 on Form 8-K/A further amends the Pro Forma Statements included in Exhibit 99.2 to report the impact of the Notes as a pro forma adjustment as opposed to a historical financial statement adjustment.

Thus, in the Pro Forma Statements attached hereto, the following items on the Pro Forma Balance Sheet have been moved from the column entitled “AMC Managed Affiliates Group” to the column entitled “Pro Forma Adjustments” when compared to the Pro Forma Balance Sheet attached to Amendment No. 2:

• $522,465 of current debt

• $2,612,325 of long-term debt

• $3,134,790 of retained earnings

The Pro Forma Income Statement included in Exhibit 99.2 attached hereto has been included for ease of reference, but is not impacted by this Amendment No. 3.

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

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: December 10, 2010	By:	/s/ David G. Burke
		Name:	David G. Burke
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

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 31			Pro Forma			December 27 & 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		$	790,315			522,465	(1)	$	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			1,419,562			522,465			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			2,165,132			2,612,325	(1)		9,379,366
Related party payable		—			430,351			—			430,351
Total liabilities		7,525,515			4,869,435			3,134,790			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	)		106,837			(3,134,790	)(1)		(3,193,259	)
Members’ equity		—			(400,048	)		—			(400,048	)
Total stockholders’ and members’ equity		2,192,712			589,086			(3,134,790	)		(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.
(1)	Reflects the issuance of promissory notes to fund the acquisition of nine affiliated Buffalo Wild Wings restaurants.

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	)(2)	$	—
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	)(2)		—
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 December 27, 2009.
(2)	Reflects the elimination of management and advertising fees paid by AMC Managed Affiliates Group to DRH.