Current Report Filing (8-k)
November 13 2017 - 5:23PM
Edgar (US Regulatory)
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):
November 13, 2017
CHANTICLEER
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29507
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20-2932652
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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7621 Little Avenue, Suite 414
Charlotte, North Carolina 28226
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
(704) 366-5122
N/A
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition.
On
November 13, 2017, Chanticleer Holdings Inc. (the “Company”) issued a press release announcing its third quarter earnings
results. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. The Company will host a webcast and conference call on Monday, November 13, 2017 at 4:30 p.m. Eastern Time.
To
access the call, dial (888) 289-0438 approximately five minutes prior to the scheduled start time. International callers please
dial (323)-794-2423. To access the webcast, including the quarterly slide presentation, log in to the following participate linkhttp://public.viavid.com/index.php?id=127210.
A
replay of the teleconference will be available until December 13, 2017 and may be accessed by dialing (844) 512-2921. International
callers may dial (412) 317-6671. Callers should use conference PIN: 4153759.
Use
of Non-GAAP Measures
Chanticleer
Holdings, Inc. prepares its condensed consolidated financial statements in accordance with United States generally accepted accounting
principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the Company discloses
information regarding Adjusted EBITDA and Restaurant EBITDA, which differ from the term EBITDA as it is commonly used. In addition
to adjusting net income (loss) from continuing operations to exclude taxes, interest, and depreciation and amortization, Adjusted
EBITDA also excludes pre-opening and closing costs for our restaurants, non cash expenses, transaction and severance related expenses,
change in fair value of derivative liability and other income and expenses. In addition, Restaurant EBITDA also excludes management
fee income, franchise revenue and general and administrative expenses. Adjusted EBITDA and restaurant EBITDA are not measures
of performance defined in accordance with GAAP. However, adjusted EBITDA and restaurant EBITDA are used internally in planning
and evaluating the Company’s operating performance and by the Company’s creditors. Accordingly, management believes
that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of the Company’s operations
that, when coupled with the GAAP results, provides a more complete understanding of the Company’s financial results. Adjusted
EBITDA and Restaurant EBITDA should not be considered as alternatives to net loss or to net cash used in operating activities
as a measure of operating results or of liquidity. It may not be comparable to similarly titled measures used by other companies,
and it excludes financial information that some may consider important in evaluating the company’s performance. A reconciliation
of GAAP net income (loss) to Adjusted EBITDA and Restaurant EBITDA is included in the accompanying financial schedules to the
press release. For further information, please refer to Chanticleer’s Quarterly Report on Form 10-Q to be filed with the
SEC on or about May 15, 2017, available online at www.sec.gov.
The
information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Item
7.01 Regulation FD Disclosure.
On
November 10, 2017, the Company announced the Company’s common stock will trade on the Nasdaq Capital Market under the symbol
“Burg”. The change to the ticker symbol will be effective at the start of trading on Tuesday, November 14, 2017. The
Company is changing its ticker symbol to better align with the Company's strategic direction and its focus on the domestic better
burger market, particularly Little Big Burger. The Company expects to accelerate growth of the Little Big Burger brand, which
has industry-leading operating margins and a robust pipeline of new locations planned for 2018.
The
information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press release of Chanticleer Holdings Inc. dated November 13, 2017.
99.2 Slide Presentation
Forward-Looking
Statements:
Any
statements that are not historical facts contained in this Current Report on Form 8-K are "forward-looking statements"
as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified
by words such as "expects," "plans," "projects," "will," "may," "anticipates,"
"believes," "should," "intends," "estimates," and other words of similar meaning. Such
forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for
information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or
achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements
expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated
results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management
and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors
that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission.
The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date the statements were made,
and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements
be subject to the safe-harbor provisions of the PSLRA.
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 duly authorized.
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Chanticleer
Holdings, Inc.,
a Delaware corporation
(Registrant)
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Date:
November 13, 2017
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By:
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/s/
Michael D. Pruitt
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Name:
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Michael
D. Pruitt
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Title:
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Chief
Executive Officer
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