0001437749-14-004113.txt : 20140314 0001437749-14-004113.hdr.sgml : 20140314 20140314080923 ACCESSION NUMBER: 0001437749-14-004113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140314 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140314 DATE AS OF CHANGE: 20140314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Diversified Restaurant Holdings, Inc. CENTRAL INDEX KEY: 0001394156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 030606420 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35881 FILM NUMBER: 14692828 BUSINESS ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: (248) 223-9160 MAIL ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: Diversified Restaurants Holding, Inc. DATE OF NAME CHANGE: 20070322 8-K 1 dfrh20140313_8k.htm FORM 8-K dfrh20140313_8k.htm

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 14, 2014

 


 

DIVERSIFIED RESTAURANT HOLDINGS, INC.

 

(Name of registrant 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, MI 48034

  

  

(Address of principal executive offices)

 

Registrant's telephone number:  (248) 223-9160

 


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ]

Written communications pursuant to Rule 425 under the Securities Act

 

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 
 

 

 

Item 2.02     Results of Operations and Financial Condition.

 

Earnings Release. On March 14, 2014, Diversified Restaurant Holdings, Inc. issued a press release announcing earnings and other financial results for the quarter and year ended December 29, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated here by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number 

 

Description 

 

 

 

99.1  

 

Press release of Diversified Restaurant Holdings, Inc. reporting financial results and earnings for the quarter and year ended December 29, 2013.

                                                                                                                    

SIGNATURES

 

In accordance with Section 13 or 15(d) 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.

 

 

DIVERSIFIED RESTAURANT HOLDINGS, INC.

 

 

 

 

 

Dated:  March 14, 2014

By:

 /s/ David G. Burke

 

 

Name: 

David G. Burke

 

 

Title: 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 2

EX-99 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

 NEWS

RELEASE

 

   

27680 Franklin Road • Southfield, Michigan 48034

 

FOR IMMEDIATE RELEASE           

 

Diversified Restaurant Holdings Reports 40.6% Growth
and Record Revenue for 2013

 

 

Achieved record fourth quarter revenue of $28.5 million, up 9.0% over prior-year period

 

 

Realized 25.8% and 13.7% growth in adjusted EBITDA and restaurant-level EBITDA (both non-GAAP measures(1)) in fourth quarter

 

 

Two-year comparable store sales grew 10.3% in the quarter

 

 

2013 record revenue of $108.9 million driven by 22.7% unit growth; two-year comparable sales growth up 11.6% for the year. Adjusted EBITDA for the year increased 62.7%

 

 

Reiterates fiscal 2014 revenue guidance of $125 - $130 million; plans 20.4% unit growth with 11 new restaurants in 2014

 

SOUTHFIELD, MI, March 14, 2014 -- Diversified Restaurant Holdings, Inc. (NASDAQ: BAGR) ("DRH" or the "Company"), the creator, developer and operator of the unique, full-service, ultra-casual restaurant and bar Bagger Dave's Burger Tavern® ("Bagger Dave's") and one of the largest franchisees for Buffalo Wild Wings® ("BWW"), announced results for the fourth quarter and year ended
December 29, 2013.

 

“We made excellent progress in 2013 as demonstrated by our growth in restaurants and sales. We added 10 new restaurants and relocated one in the year, expanded into a new market, continued to be creative with Bagger Dave’s menu to continue to delight our guests and further refined our real estate strategy,” commented Michael Ansley, President and CEO of DRH.

 

Mr. Ansley added, “We are excited about the progress we are making with our Bagger Dave’s brand. Our customers remain our top focus and the key to our ongoing success as we continue to expand brand awareness and market penetration.”

 

Fourth quarter revenue of $28.5 million (a 13-week period) was up $2.4 million, or 9.0%, from the fourth quarter of 2012 (a 14-week period), more than offsetting the benefit of an additional week in the prior-year period. Comparable restaurant sales increased 1.1% on a consolidated basis for the fourth quarter of 2013. This compares with an exceptionally strong 9.2% comparable restaurant sales growth in the fourth quarter of 2012. Comparable sales growth for the 2013 fourth quarter was driven primarily by pricing. Traffic, which was slightly lighter than the prior-year period, was affected by weather, sports schedules and the performance of Detroit professional baseball and football teams. Two-year comparable sales grew 10.3% for the quarter.

 

Fiscal 2013 (a 52-week period) sales grew $31.5 million, or 40.6%, to $108.9 million from fiscal 2012 (a 53-week period). Sales growth was driven by the addition of ten new restaurants in 2013. Comparable sales for 2013 were up 3.7%, on both traffic and pricing, compared with 7.6% in 2012. Two-year comparable sales were up 11.6%.

 

There were 36 comparable restaurants for the quarter and the year. This was comprised of 29 BWW and seven Bagger Dave’s. At the end of 2013, there were 54 total corporate-owned restaurants operating, comprised of 18 Bagger Dave’s and 36 BWW, compared with 44 restaurants at the end of 2012.

  

 
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Diversified Restaurant Holdings Reports 40.6% Growth and Record Revenue in 2013
March 14, 2014
Page 2 of 9

 

Fourth Quarter Operating Results

 

Restaurant operating costs were up $1.7 million as a result of the increased number of locations, but were down 70 basis points as a percentage of revenue. The largest component of restaurant operating costs, food, beverage, and packaging costs, was relatively unchanged for the quarter at $8.2 million as the Company’s increased scale helped contribute to buying efficiencies. Food, beverage, and packaging costs as a percentage of sales were 29.4%, down 200 basis points from the prior-year period.

 

Compensation expense, the second largest component of restaurant operating costs, was up about $0.6 million to $7.2 million as personnel count increased to staff the new restaurants.  However, as a percentage of sales, labor costs were consistent with the fourth quarter of 2012 at 25.3%.

 

General and administrative expenses for the quarter declined to $2.2 million, or 7.7% of sales, from $2.3 million, or 8.8% of sales, in the same period last year due to the benefits of scale and tight cost controls.

 

Adjusted EBITDA increased 25.8% to $3.4 million, or 12.1% of sales, from $2.7 million, or 10.5% of sales, in the prior-year period. Restaurant-level EBITDA increased by nearly $0.7 million to
$5.7 million. As a percentage of sales, fourth quarter restaurant-level EBITDA improved to 19.9% from 19.1%.

 

Net loss attributable to DRH in the 2013 fourth quarter was $0.2 million, an improvement over the net loss of $0.6 million in the same period of the prior year.

 

Full Year 2013 Review

 

The $31.4 million increase in 2013 revenue included $14.9 million generated from the 18 restaurants that are not included in comparable restaurant sales, $13.4 million incremental sales from acquired BWW restaurants in September 2012, and a $3.1 million increase in same store sales growth.

 

For 2013 restaurant operating costs increased $26.0 million to $88.9 million driven by new locations, increasing to 81.5% of sales from 81.3% in the prior-year period. The largest component of restaurant operating costs, food, beverage, and packaging costs, increased by $8.6 million to $32.7 million primarily due to the increase in the number of restaurants. Food, beverage, and packaging costs as a percentage of sales were 30.0%, down 110 basis points from the prior-year period due to lower bone-in chicken wing costs. Average cost per pound for bone-in chicken wings decreased 10.7% to $1.76 in 2013 from $1.97 in 2012.

 

Compensation expense was up $8.7 million to $28.1 million primarily due to the increase in staffing required for the 10 new restaurants. However, as a percentage of sales, labor costs modestly increased to 25.8% from 25.1% in the prior-year period.

 

General and administrative expenses for the year increased $0.7 million to $7.3 million in 2013. Commensurate with the building of scale in the business along with tight cost controls, general and administrative expenses as a percentage of sales improved 180 basis points to 6.7%.

 

Adjusted EBITDA increased 62.7%, or $5.0 million, to $13.0 million in 2013. Restaurant-level EBIDTA increased by $5.6 million to $20.2 million. As a percentage of sales, Restaurant-level EBIDTA was 18.5% compared with 18.8% in 2012.

 

Operating expenses were up 41.3% in 2013, reflecting the addition of the new stores added during the year. 

 

DRH generated $1.4 million in operating profit in 2013, compared with $1.6 million in 2012, reflecting a $3.3 million year-over-year increase in depreciation and amortization to $8.0 million as well as the almost doubling of pre-opening expenses to $3.2 million. The higher depreciation and amortization was due to the increase in the total number of restaurants and a larger percentage of stand-alone buildings which require more capital.

  

 
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Diversified Restaurant Holdings Reports 40.6% Growth and Record Revenue in 2013
March 14, 2014
Page 3 of 9

 

The increase in pre-opening expenses was a result of the number of locations opened in 2013 versus 2012 as well as timing and costs to open new restaurants and due to some unique and very large openings. DRH expects pre-opening expenses to be in the range of $200,000 to $250,000 per restaurant going forward.

 

For fiscal 2013, net income attributable to DRH was $0.1 million, or $0.01 per diluted share, compared with net income of $0.2 million, or $0.01 per diluted share, in fiscal 2012. Adjusted net income for 2013, which excludes non-recurring expenses associated with the Company’s listing on NASDAQ and debt restructuring activities, was $0.3 million, or $0.01 per diluted share. (See the reconciliation between GAAP Net Income (Loss) and Adjusted Net Income (Loss) in the supplemental table included in this release.)

 

The Company opened ten restaurants in 2013, seven Bagger Dave’s and three BWW.

 

Balance Sheet

 

Cash, cash equivalents and investments increased $15.4 million to $18.1 million at December 29, 2013 from the end of the prior year. In April 2013, the Company issued 6.9 million shares of common stock which resulted in net proceeds of $31.9 million.

 

Capital expenditures increased $9.7 million to $25.3 million in 2013. New restaurant construction was approximately $19.0 million and the remainder was for remodeling and refreshing existing restaurants. The Company is committed to reinvesting in its stores and is following a definitive schedule of continued improvements and remodeling to maintain a positive dining experience for its guests. For 2014, the Company estimates capital expenditures to be in the range of $33.0 million to $36.0 million, with the majority focused on new restaurant opening, including real estate.

 

Outlook

 

Mr. Ansley noted, “We are committed to continuing to grow our restaurants, advance our Bagger Dave’s brand and build upon our loyal customer base. We plan to leverage the momentum we have developed and increase our restaurants by 20% in 2014. We have launched our new menu, introduced frequently requested chicken to our menu and have initiated a unique loyalty program. We have zeroed in on our logo which embodies our train theme at Bagger Dave’s and will begin a much improved marketing campaign with a heavier traditional media mix. We believe these actions will further differentiate Bagger Dave’s, attract more attention to our BWWs and ultimately drive higher sales.” 

 

In 2014, DRH plans to open 11 additional restaurants, expanding total unit count by 20.4%, which will be comprised mostly of Bagger Dave’s:

 

 

Open eight Bagger Dave’s locations in Michigan and Indiana, a 44.4% unit increase over the units that existed at the end of 2013

 

Open three Buffalo Wild Wings restaurants, relocate two, and remodel two

 

Revenue in 2014 is expected to be in the range of $125 million to $130 million.

 

Fiscal 2014 restaurant-level EBITDA is expected to be in a range of approximately $22.0 million to $23.5 million, while adjusted EBITDA for fiscal 2014 is expected to be between $13.5 million and $14.5 million.

 

Mr. Ansley concluded, “Importantly, as we grow we are building a more experienced staff, improving operational efficiencies and formalizing best practices throughout our franchise.”

  

 
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Diversified Restaurant Holdings Reports 40.6% Growth and Record Revenue in 2013
March 14, 2014
Page 4 of 9

 

Webcast and Conference Call

 

DRH will host a conference call and webcast on Friday, March 14, 2014 at 10:00 a.m. Eastern Time, during which management will review the financial and operating results for the fourth quarter and full year and discuss its corporate strategies and outlook. The review will be accompanied by a slide presentation which will be made available prior to the conference call on the Company’s website at www.diversifiedrestaurantholdings.com. A question-and-answer session will follow. The teleconference can be accessed by calling (201) 493-6780, or monitored on the Company’s website.

 

A telephonic replay will be available from 1:00 p.m. ET on the day of the teleconference through Friday, March 21, 2014. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13574719, or access the webcast replay via the Company’s website at www.diversifiedrestaurantholdings.com, where a transcript will also be posted once available.

 

About Diversified Restaurant Holdings

 

Diversified Restaurant Holdings, Inc. (NASDAQ: BAGR) (“DRH” or the “Company”) owns and operates Bagger Dave's Burger Tavern, a full-service, family-friendly restaurant and full bar with a casual, comfortable atmosphere specializing in custom-built, proprietary, fresh prime rib recipe burgers, famous all-natural turkey burgers, hand-cut fries, locally crafted beers on draft, hand-dipped milk shakes, salads, black bean turkey chili, and much more. Currently there are 18 company-owned Bagger Dave's restaurants in Michigan and Indiana. DRH will open eight additional company-owned locations during 2014 in Indiana and Michigan. For more information, visit www.baggerdaves.com.

 

The Company also operates 36 Buffalo Wild Wings Grill & Bar franchised restaurants in Indiana, Illinois, Michigan, and Florida, with an Area Development Agreement to open an additional 13 locations by 2017. DRH will open three more units in Michigan, Indiana, and Florida in 2014.

 

The Company routinely posts news and other important information on its website at www.diversifiedrestaurantholdings.com.

 

Safe Harbor Statement

 

The information made available in this news release contains forward-looking statements which reflect DRH's current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words "anticipate," "believe," "expect," "intend," "plan," "project," "will continue," "will likely result," "may," and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Company's actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of DRH. Forward-looking statements contained herein speak only as of the date made and, thus, DRH undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.

 

For more information contact:

 
   

Investor Contact:

Company Contact:

Alex P. Hamilton/Deborah K. Pawlowski

David G. Burke

Kei Advisors LLC

Chief Financial Officer

716.242.8632/716.843.3908

248.223.9160

ahamilton@keiadvisors.com/dpawlowski@keiadvisors.com

 

  

 
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March 14, 2013
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FINANCIAL TABLES TO FOLLOWDIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    Three Months Ended     Twelve Months Ended  
   

December
29
2013

    December
30
2012
    December
29

2013
    December
30
2012
 
                                 

Revenue

  $ 28,475,965     $ 26,123,907     $ 108,886,139     $ 77,447,208  
                                 

Operating expenses

                               

Restaurant operating costs (exclusive of depreciation and amortization shown separately below):

 

Food, beverage, and packaging costs

    8,381,300       8,213,106       32,719,254       24,117,399  

Compensation costs

    7,192,789       6,607,849       28,096,721       19,448,210  

Occupancy costs

    1,677,441       1,502,639       6,381,052       4,289,966  

Other operating costs

    5,553,141       4,810,163       21,675,473       15,008,171  

General and administrative expenses

    2,234,582       2,257,353       7,270,597       6,585,908  

Pre-opening costs

    1,194,100       1,244,292       3,230,122       1,792,168  

Depreciation and amortization

    2,434,607       1,656,704       7,974,481       4,587,310  

Loss on disposal of property and equipment

    14,451       6,856       98,162       36,833  

Total operating expenses

    28,682,411       26,298,962       107,445,862       75,865,965  
                                 

Operating (loss) profit

    (206,446 )     (175,055 )     1,440,277       1,581,243  
                                 

Change in fair value of derivative instruments

    -       -       -       (43,361 )

Interest expense

    (377,024 )     (439,428 )     (1,718,711 )     (1,282,991 )

Other income, net

    92,294       (342,079 )     151,292       20,081  
                                 

Income (Loss) before income taxes

    (491,176 )     (956,562 )     (127,142 )     274,972  
                                 

Income tax provision (benefit)

    (313,637 )     (333,554 )     (261,450 )     (167 )
                                 

Net (loss) income

  $ (177,539 )   $ (623,008 )   $ 134,308     $ 275,139  
                                 

Less: (Income) attributable to noncontrolling interest

  $ -     $ -     $ -     $ (95,040 )
                                 

Net income attributable to DRH

  $ (177,539 )   $ (623,008 )   $ 134,308     $ 180,099  
                                 

Basic earnings per share

  $ 0.00     $ (0.03 )   $ 0.01     $ 0.01  

Fully diluted earnings per share

  $ 0.00     $ (0.03 )   $ 0.01     $ 0.01  
                                 

Weighted average number of common shares outstanding

                               

Basic

    26,054,543       18,941,708       23,937,188       18,949,556  

Diluted

    26,178,617       19,044,287       24,058,072       19,091,849  

 
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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   

December 29

2013

   

December 30

2012

 
ASSETS                

Current assets

               

Cash and cash equivalents

  $ 9,562,473     $ 2,700,328  

Investments

    8,561,598       -  

Accounts receivable

    1,248,940       248,403  

Inventory

    1,017,626       809,084  

Prepaid assets

    555,144       447,429  

Total current assets

    20,945,781       4,205,244  
                 
                 

Deferred income taxes

    1,162,761       846,746  

Property and equipment, net

    58,576,734       40,286,490  

Intangible assets, net

    2,948,013       2,509,337  

Goodwill

    8,578,776       8,578,776  

Other long-term assets

    121,668       118,145  

Total assets

  $ 92,333,733     $ 56,544,738  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current liabilities

               

Accounts payable

  $ 4,416,092     $ 3,952,017  

Accrued compensation

    2,060,082       1,647,075  

Other accrued liabilities

    809,104       1,013,369  

Current portion of long-term debt

    8,225,732       6,095,684  

Current portion of deferred rent

    306,371       226,106  

Total current liabilities

    15,817,381       12,934,251  
                 

Deferred rent, less current portion

    3,420,574       2,274,753  

Unfavorable operating leases

    759,065       849,478  

Other liabilities - interest rate swap

    327,561       430,751  

Long-term debt, less current portion

    38,047,589       38,551,601  

Total liabilities

    58,372,170       55,040,834  
                 

Commitments and contingencies (Notes 10 and 11)

               
                 

Stockholders' equity

               

Common stock - $0.0001 par value; 100,000,000 shares authorized; 26,049,578 and 18,951,700, respectively, issued and outstanding

    2,580       1,888  

Additional paid-in capital

    35,275,255       2,991,526  

Accumulated other comprehensive loss

    (245,364 )     (284,294 )

Accumulated deficit

    (1,070,908 )     (1,205,216 )

Total stockholders' equity

    33,961,563       1,503,904  
                 

Total liabilities and stockholders' equity

  $ 92,333,733     $ 56,544,738  

  

 
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Diversified Restaurant Holdings Reports 40.6% Growth and Record Revenue in 2013
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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   

Twelve Months Ended

 
   

December 29

 2013

   

December 30

2012

 
                 

Cash flows from operating activities

               

Net income

  $ 134,308     $ 275,139  

Adjustments to reconcile net income to net cash provided by operating activities

               

Depreciation and amortization

    7,974,481       4,587,310  

Write off of loan fees

    76,407       141,329  

Loss on disposal of property and equipment

    98,162       36,833  

Share-based compensation

    278,290       220,449  

Change in fair value of derivative instruments

    -       43,361  

Deferred income taxes

    (336,223 )     (133,287 )

Changes in operating assets and liabilities that provided (used) cash

               

Accounts receivable

    (1,000,537 )     (227,906 )

Inventory

    (208,542 )     (141,547 )

Prepaid assets

    (107,715 )     (210,434 )

Other current assets

    -       -  

Intangible assets

    (660,966 )     (1,044,899 )

Other long-term assets

    (3,523 )     (43,756 )

Accounts payable

    (497,999 )     2,269,555  

Accrued liabilities

    208,742       1,250,112  

Deferred rent

    1,226,086       570,362  

Net cash provided by operating activities

    7,180,971       7,592,621  
                 

Cash flows from investing activities

               

Purchases of available-for-sale investments

    (13,883,671 )     -  

Proceeds from sale of available-for-sale investments

    5,278,048       -  

Purchases of property and equipment

    (25,345,370 )     (15,675,329 )

Acquisition of business, net of cash acquired

    -       (14,686,575 )

Cash paid in excess of book value on noncontrolling interest

    -       (866,681 )

Net cash used in investing activities

    (33,950,993 )     (31,228,585 )
                 

Cash flows from financing activities

               

Proceeds from issuance of long-term debt

    61,743,866       63,521,824  

Repayments of long-term debt

    (60,117,830 )     (38,683,029 )

Proceeds from sale of common stock, net of underwriter fees

    32,006,131       -  

Distributions from non-controlling interest

    -       (40,000 )

Net cash provided by financing activities

    33,632,167       24,798,795  
                 

Net increase in cash and cash equivalents

    6,862,145       1,162,831  

Cash and cash equivalents, beginning of period

    2,700,328       1,537,497  

Cash and cash equivalents, end of period

  $ 9,562,473     $ 2,700,328  

 

 
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Diversified Restaurant Holdings Reports 40.6% Growth and Record Revenue in 2013
March 14, 2014
Page 8 of 9

 

DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES

Reconciliation Between GAAP Net Income (Loss) and Adjusted Net Income (Loss)

 

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 29

2013

   

December 30

2012

   

December 29

2013

   

December 30

2012

 

Net income (loss) attributable to DRH, as reported

  $ (177,539 )   $ (623,008 )   $ 134,308     $ 180,099  
                                 

NASDAQ listing expenses, net of tax (1)

    -       -       91,700       -  

Financing fees, net of tax (2)

    -       -       53,900       -  

Adjusted net income (loss)

  $ (177,539 )   $ (623,008 )   $ 279,908     $ 180,099  
                                 

Adjusted basic earnings (loss) per share

  $ 0.00     $ (0.03 )   $ 0.01     $ 0.01  

Adjusted diluted earnings (loss) per share

  $ 0.00     $ (0.03 )   $ 0.01     $ 0.01  
                                 

Weighted average number of common shares outstanding:

         

Basic

    26,054,543       18,941,708       23,937,188       18,949,556  

Diluted

    26,178,617       19,044,287       24,058,072       19,091,849  

 

Notes to reconciliation of GAAP Net Income to Adjusted Net Income:

 

(1)

Reflects $131,000 of non-recurring fees associated with the Company listing on the NASDAQ exchange, net of an estimated 30.0% effective tax rate.

 

(2)

Reflects $77,000 of non-recurring expenses associated with the Company’s debt restructuring activities, net of an estimated 30.0% effective tax rate.

  

-MORE- 
 

 

 

Diversified Restaurant Holdings Reports 40.6% Growth and Record Revenue in 2013
March 14, 2014
Page 9 of 9

 

DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES

Reconciliation Between Net Income and EBITDA, Restaurant-Level EBITDA and
Adjusted EBITDA

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 29

2013

   

December 30

2012

   

December 29

2013

   

December 23

2012

 

Net income (loss) attributable to DRH, as reported

  $ (177,539 )   $ (623,008 )   $ 134,308     $ 180,099  

+ Income tax provision (benefit)

    (313,637 )     (333,554 )     (261,450 )     (167 )

+ Change in fair value of derivative instruments

    -       -       -       43,361  

+ Interest expense

    377,024       439,428       1,718,711       1,282,991  

+ Other income, net

    (92,294 )     342,079       (151,292 )     (20,081 )

+ Loss on disposal of property
and equipment

    14,451       6,856       98,162       36,833  

+ Depreciation and amortization

    2,434,607       1,656,704       7,974,481       4,587,310  

+ Income attributable to noncontrolling interest

    -       -       -       95,040  

EBITDA

  $ 2,242,612     $ 1,488,505     $ 9,512,920     $ 6,205,386  

+ Pre-opening costs

    1,194,100       1,244,292       3,230,122       1,792,168  

+ Non-recurring expenses

    -       -       271,000       -  

Adjusted EBITDA

  $ 3,436,712     $ 2,732,797     $ 13,014,042     $ 7,997,554  

Adjusted EBITDA margin (%)

    12.1%       10.5 %     12.0%       10.3%  

+ Adjusted General and administrative

    2,234,582       2,257,353       7,139,597       6,585,908  

Restaurant–Level EBITDA

  $ 5,671,294     $ 4,990,150     $ 20,153,639     $ 14,583,462  

Restaurant–Level EBITDA margin (%)

    19.9%       19.1%       18.5%       18.8%  

 

 

 

Restaurant-Level EBITDA represents net income (loss) attributable to DRH plus the sum of non-restaurant specific general and administrative expenses, restaurant pre-opening costs, loss on property and equipment disposals, the change in fair value of derivative instruments, depreciation and amortization, other income and expenses, interest, taxes, income attributable to noncontrolling interest and non-recurring acquisition related expenses in Q1 2013 and non-recurring expenses related to the NASDAQ listing in Q2 2013. Adjusted EBITDA represents net income (loss) attributable to DRH plus the sum of restaurant pre-opening costs, loss on property and equipment disposals, the change in fair value of derivative instruments, depreciation and amortization, other income and expenses, interest, taxes, income attributable to noncontrolling interest, and non-recurring expenses. We are presenting Restaurant-Level EBITDA and Adjusted EBITDA, which are not presented in accordance with GAAP, because we believe they provide an additional metric by which to evaluate our operations. When considered together with our GAAP results and the reconciliation to our net income, we believe they provide a more complete understanding of our business than could be obtained absent this disclosure. We use Restaurant-Level EBITDA and Adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue, income from operations, net income, and cash flows from operations, to assess our historical and prospective operating performance and to enhance the understanding of our core operating performance. Restaurant-Level EBITDA and Adjusted EBITDA are presented because: (i) we believe they are useful measures for investors to assess the operating performance of our business without the effect of non-cash depreciation and amortization expenses; (ii) we believe investors will find these measures useful in assessing our ability to service or incur indebtedness; and (iii) they are used internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.

 

Additionally, we present Restaurant-Level EBITDA because it excludes the impact of general and administrative expenses and restaurant pre-opening costs, both which are non-recurring at the restaurant level. The use of Restaurant-Level EBITDA thereby enables us and our investors to compare our operating performance between periods and to compare our operating performance to the performance of our competitors. The measure is also widely used within the restaurant industry to evaluate restaurant level productivity, efficiency, and performance. The use of Restaurant-Level EBITDA and Adjusted EBITDA as performance measures permits a comparative assessment of our operating performance relative to our performance based on GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant variations with respect to capital structure and cost of capital (which affect interest expense and tax rates) and differences in book depreciation of property and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management team believes that Restaurant-Level EBITDA and Adjusted EBITDA facilitate company-to-company comparisons within our industry by eliminating some of the foregoing variations.

 

Restaurant-Level EBITDA and Adjusted EBITDA are not determined in accordance with GAAP and should not be considered in isolation or as an alternative to net income, income from operations, net cash provided by operating, investing, or financing activities, or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Neither Restaurant-Level EBITDA nor Adjusted EBITDA should be considered as a measure of discretionary cash available to us to invest in the growth of our business. Restaurant-Level EBITDA and Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and our presentation of Restaurant-Level EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items. Our management recognizes that Restaurant-Level EBITDA and Adjusted EBITDA have limitations as analytical financial measures, including the following:

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect our current capital expenditures or future requirements for capital expenditures;

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, associated with our indebtedness;

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, nor do Restaurant-Level EBITDA and Adjusted EBITDA reflect any cash requirements for such replacements;

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect disposals or other non-recurring income and expenses;

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect changes in fair value of derivative instruments;

Restaurant-Level EBITDA and Adjusted EBITDA do not reflect restaurant pre-opening costs; and

Restaurant-Level EBITDA does not reflect general and administrative expenses.

 

###

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