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 6, 2018
 

 
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:  (833) 374-7282


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:



[   ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





 







 
Item 2.02 Results of Operations and Financial Condition

Earnings Release

On November 6, 2018, Diversified Restaurant Holdings, Inc. (NASDAQ: SAUC) (the "Company") issued a press release announcing earnings and other financial results for the quarter ended September 30, 2018. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated here by reference.
 
Item 7.01. Regulation FD Disclosure

The Company has prepared presentation materials (the “Investor Presentation”) that management intends to use during its previously announced Third Quarter 2018 Conference call on Wednesday, November 7, 2018 at 10:00 am Eastern Time, and from time to time thereafter in presentations about the Company’s operations and performance. The Company may use the Investor Presentation, possibly with modifications, in presentations to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.

A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is available on the Company's website at http://www.diversifiedrestaurantholdings.com/investors/events-and-presentations/default.aspx. Materials on the Company's website are not part of or incorporated by reference into this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 Statement and Exhibits
(d) Exhibits

Exhibit No.     Description



 
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:
November 6, 2018
By:
 /s/ Phyllis A. Knight
 
 
 
Name:
Phyllis A. Knight
 
 
 
Title:
Chief Financial Officer (Principal   
Financial and Accounting Officer)
 
 
 




drhpressreleaseheadera02.gif
FOR IMMEDIATE RELEASE    

Diversified Restaurant Holdings Reports Third Quarter 2018 Results
Early success with fall football campaign drives 1.6% increase in October same-store sales
SOUTHFIELD, MI, November 6, 2018 -- Diversified Restaurant Holdings, Inc. (Nasdaq: SAUC) ("DRH" or the "Company"), one of the largest franchisees for Buffalo Wild Wings® ("BWW") with 64 stores across five states, today announced results for its third quarter ended September 30, 2018.
Third Quarter Information (from continuing operations)
•
Revenue totaled $37.5 million; Same-store sales declined 5.2% (down 3.6% excluding major 2017 boxing event)
•
Net loss was $1.8 million or $0.06 per diluted share
•
Restaurant-level EBITDA(1) was $5.3 million, or 14.2% of sales
•
Adjusted EBITDA(1) was $3.3 million or 8.7% of sales
•
Total debt of $105.3 million was down $8.7 million for the year-to-date period
(1)See attached table for a reconciliation of GAAP net loss to Restaurant-level EBITDA and Adjusted EBITDA
“New ownership at our franchisor has quickly put together a best-in-class team that has all of the right tools to drive the Buffalo Wild Wings brand forward. While our third quarter results are not at a level we are happy with and reflect the challenges we have faced this year, we are pleased to report that the efforts of new ownership continue to gain momentum and are starting to show positive results,” commented David G. Burke, President and CEO. “One of the first major initiatives has been the launch of our new fall football campaign that kicked off in September. Through the first month of our fourth quarter we have seen a nice uptick in sales, particularly on the weekends, with same-store sales for the month of October up 1.6%. While this performance is certainly a step in the right direction, we continue to believe that the more substantial effects will be realized as additional changes are implemented and gain traction. This includes improvements to food presentation, the menu, information technology and continued enhancements around advertising and promotions, especially as we move into the March Madness period early next year. And, as we approach the fall next year, we anticipate participating in a complete relaunch of the brand."Mr. Burke added, "We expect that these initiatives will drive increasingly positive sales momentum for the brand which, in turn, will result in margin expansion driven by our significant operating leverage."

1



Third Quarter Results (from continuing operations)
 
 
 
 
 
 
(Unaudited, $ in thousands)
Q3 2018
 
 Q3 2017
 
Change
 
% Change
Revenue
$
37,491.8

 
$
39,262.9

 
$
(1,771.1
)
 
(4.5
)%
Operating (loss) profit
$
(682.5
)
 
$
320.5

 
$
(1,003.0
)
 
(312.8
)%
  Operating margin
(1.8
)%
 
0.8
 %
 
 
 
 
Net loss
$
(1,761.4
)
 
$
(543.2
)
 
$
(1,218.2
)
 
224.3
 %
Diluted net loss per share
$
(0.06
)
 
$
(0.02
)
 
$
(0.04
)
 
200.0
 %
 
 
 
 
 
 
 
 
Same-store sales(1)
(5.2
)%
 
(4.4
)%
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant-level EBITDA(2)
$
5,311.9

 
$
6,246.5

 
$
(934.6
)
 
(15.0
)%
  Restaurant-level EBITDA margin
14.2
 %
 
15.9
 %
 
 
 
 
Adjusted EBITDA(2)
$
3,262.6

 
$
4,322.0

 
$
(1,059.4
)
 
(24.5
)%
  Adjusted EBITDA margin
8.7
 %
 
11.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
Year-to-date Results (from continuing operations)
 
 
 
 
 
 
 
(Unaudited, $ in thousands)
YTD 2018
 
 YTD 2017
 
Change
 
% Change
Revenue
$
114,063.8

 
$
123,535.5

 
$
(9,471.7
)
 
(7.7
)%
Operating profit
$
1,116.0

 
$
3,408.4

 
$
(2,292.4
)
 
(67.2
)%
  Operating margin
1.0
 %
 
2.8
 %
 
 
 
 
Net loss
$
(2,709.8
)
 
$
(39.0
)
 
$
(2,670.8
)
 
NM

Diluted net loss per share
$
(0.10
)
 
$
—

 
$
(0.10
)
 
NM

 
 
 
 
 
 
 
 
Same-store sales(1)
(6.8
)%
 
(2.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant-level EBITDA(2)
$
17,750.2

 
$
21,121.0

 
$
(3,370.8
)
 
(16.0
)%
  Restaurant-level EBITDA margin
15.6
 %
 
17.1
 %
 
 
 
 
Adjusted EBITDA(2)
$
12,039.4

 
$
14,934.6

 
$
(2,895.2
)
 
(19.4
)%
  Adjusted EBITDA margin
10.6
 %
 
12.1
 %
 
 
 
 

(1) Q3 2017 and YTD 2017 same-store sales calculations exclude related closures in September 2017 from Hurricane Irma

(2) Please see attached table for a reconciliation of GAAP net loss to Restaurant-level EBITDA and Adjusted EBITDA




2


The decrease in sales in the third quarter was primarily the result of reduced traffic. The prior-year period also benefited from a significant boxing event that contributed 160 basis points to the same-store sales decline in the third quarter.
General and administrative expenses as a percentage of sales decreased 60 basis points to 5.3% in the third quarter due to lower corporate overhead and other efficiency initiatives.
Food, beverage, and packaging costs as a percentage of sales decreased 100 basis points to 28.5% primarily due to lower traditional chicken wing costs. Average cost per pound for traditional bone-in chicken wings, DRH’s most significant input cost, decreased to $1.67 in the 2018 third quarter compared with $2.14 in the prior-year period.
Higher average wages due to a tight labor market combined with lower average unit volumes resulted in compensation costs as a percent of sales increasing 200 basis points to 27.4% in the third quarter.
The Company recognized an impairment and loss on asset disposal of $0.9 million in the quarter, which reflects the impairment of fixed assets at one Missouri location.
Balance Sheet Highlights - Continuing Operations
Cash and cash equivalents were $7.1 million at September 30, 2018, compared with $4.4 million at the end of 2017. Capital expenditures were $1.3 million during the first nine months of 2018 and were for minor facility upgrades and general maintenance-type investments, as well as improvements to prepare an open space for sub-lease adjacent to one of our restaurants in the first quarter. DRH does not expect to build any new restaurants nor is it expected to complete any major remodels in 2018. As a result, the Company anticipates its capital expenditures will approximate $1.5 million in fiscal 2018.
Total debt was $105.3 million at the end of the quarter, down $8.7 million since 2017 year-end.
On July 24, 2018 the Company completed an underwritten registered public offering of 6 million shares of common stock at a public offering price of $1.00 per share, including 700,000 shares offered by a certain selling stockholder, for total Company gross proceeds of $5.3 million. DRH intends to use the net proceeds from the offering for working capital and general corporate purposes, which may include repayment of debt.

3


Webcast, Conference Call and Presentation
DRH will host a conference call and live webcast on Wednesday, November 7, 2018 at 10:00 A.M. Eastern Time, during which management will review the financial and operating results for the third quarter, and discuss its corporate strategies and outlook. A question-and-answer session will follow.
The teleconference can be accessed by calling (201) 389-0879. The webcast can be monitored at www.diversifiedrestaurantholdings.com. A presentation that will be referenced during the conference call is also available on the website.
A telephonic replay will be available from 1:00 P.M. ET on the day of the call through Wednesday, November 14, 2018. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13683884, or access the webcast replay at http://www.diversifiedrestaurantholdings.com, where a transcript will also be posted once available.
About Diversified Restaurant Holdings, Inc.
Diversified Restaurant Holdings, Inc. is one of the largest franchisees for Buffalo Wild Wings with 64 franchised restaurants in key markets in Florida, Illinois, Indiana, Michigan and Missouri. DRH’s strategy is to generate cash, reduce debt and leverage its strong franchise operating capabilities for future growth. The Company routinely posts news and other important information on its website at http://www.diversifiedrestaurantholdings.com.

4


Safe Harbor Statement
Some of the statements contained in this news release and the Company’s November 7, 2018 earnings conference call may constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management team with respect to future events, including our financial performance, business and industry in general.  Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” and variations of such words and similar statements of a future or forward-looking nature are intended to identify such forward-looking statements. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions.

Forward-looking statements involve known and unknown risks and uncertainties and are not assurances of future performance. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, among others, the risks and uncertainties disclosed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Any forward-looking statements you read in this news release reflect our views as of the date of this news release with respect to future events and are subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, growth strategy, and liquidity. You should carefully consider all of the factors identified in this news release that could cause actual results to differ.


Investor and Media Contact:
Deborah K. Pawlowski
Kei Advisors LLC
716.843.3908
dpawlowski@keiadvisors.com

FINANCIAL TABLES FOLLOW


5

DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2018
 
September 24, 2017
 
September 30, 2018
 
September 24, 2017
Revenue
 
$
37,491,751

 
$
39,262,940

 
$
114,063,781

 
$
123,535,506

 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
 
Food, beverage, and packaging costs
 
10,692,796

 
11,569,925

 
32,388,212

 
36,529,901

Compensation costs
 
10,279,281

 
9,991,381

 
30,611,334

 
31,125,287

Occupancy costs
 
2,912,507

 
2,969,250

 
8,662,717

 
8,701,927

Other operating costs
 
8,461,334

 
8,770,406

 
24,817,359

 
26,188,432

General and administrative expenses
 
2,001,343

 
2,301,061

 
6,361,084

 
6,724,436

Pre-opening costs
 
—

 
79,605

 
—

 
405,448

Depreciation and amortization
 
2,908,608

 
3,244,255

 
9,175,853

 
10,149,050

Impairment and loss on asset disposal
 
918,399

 
16,578

 
931,196

 
302,652

Total operating expenses
 
38,174,268

 
38,942,461

 
112,947,755

 
120,127,133

 
 
 
 
 
 
 
 
 
Operating (loss) profit
 
(682,517
)
 
320,479

 
1,116,026

 
3,408,373

 
 
 
 
 
 
 
 
 
Interest expense
 
(1,609,277
)
 
(1,822,876
)
 
(4,865,308
)
 
(5,041,136
)
Other income, net
 
24,778

 
26,000

 
77,994

 
78,307

 
 
 
 
 
 
 
 
 
Loss from continuing operations before income taxes
 
(2,267,016
)
 
(1,476,397
)
 
(3,671,288
)
 
(1,554,456
)
Income tax benefit of continuing operations
 
505,644

 
933,157

 
961,535

 
1,515,453

Loss from continuing operations
 
(1,761,372
)
 
(543,240
)
 
$
(2,709,753
)
 
$
(39,003
)
 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
 
—

 
(22,960
)
 
$
—

 
$
(155,552
)
Income tax benefit of discontinued operations
 
—

 
7,806

 
—

 
58,191

Loss from discontinued operations
 
—

 
(15,154
)
 
—

 
(97,361
)
 
 
 
 
 
 
 
 
 
Net loss
 
$
(1,761,372
)
 
$
(558,394
)
 
$
(2,709,753
)
 
$
(136,364
)
 
 
 
 
 
 
 
 
 
Basic earnings per share from:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.06
)
 
$
(0.02
)
 
$
(0.10
)
 
$
—

Discontinued operations
 
$
—

 
$
—

 
$
—

 
$
—

Basic net earnings per share
 
$
(0.06
)
 
$
(0.02
)
 
$
(0.10
)
 
$
—

 
 
 
 
 
 
 
 
 
Diluted earnings per share from:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.06
)
 
$
(0.02
)
 
$
(0.10
)
 
$
—

Discontinued operations
 
$
—

 
$
—

 
$
—

 
$
—

Diluted net earnings per share
 
$
(0.06
)
 
$
(0.02
)
 
$
(0.10
)
 
$
—

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
30,643,240

 
26,764,776

 
27,990,420

 
26,672,057

Diluted
 
30,643,240

 
26,764,776

 
27,990,420

 
26,672,057



6

DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS (Unaudited)
ASSETS
 
September 30, 2018
 
December 31, 2017
Current assets
 
 
 
 
Cash and cash equivalents
 
$
7,109,781

 
$
4,371,156

Accounts receivable
 
304,339

 
653,102

Inventory
 
1,407,119

 
1,591,363

Prepaid and other assets
 
497,378

 
408,982

Total current assets
 
9,318,617

 
7,024,603

 
 
 
 
 
Property and equipment, net
 
39,160,338

 
48,014,043

Intangible assets, net
 
2,219,698

 
2,438,187

Goodwill
 
50,097,081

 
50,097,081

Other long-term assets
 
967,574

 
185,322

Total assets
 
$
101,763,308

 
$
107,759,236

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
3,727,263

 
$
4,561,939

Accrued compensation
 
2,478,886

 
1,854,127

Other accrued liabilities
 
3,090,820

 
2,404,942

Current portion of long-term debt
 
11,513,280

 
11,440,433

Current portion of deferred rent
 
424,044

 
411,660

Total current liabilities
 
21,234,293

 
20,673,101

 
 
 
 
 
Deferred rent, less current portion
 
2,392,669

 
2,208,238

Deferred income taxes
 
2,017,015

 
2,759,870

Unfavorable operating leases
 
450,712

 
510,941

Other long-term liabilities
 
1,795,725

 
2,346,991

Long-term debt, less current portion
 
93,787,074

 
102,488,730

Total liabilities
 
121,677,488

 
130,987,871

 
 
 
 
 
Stockholders’ deficit:
 
 
 
 
Common stock - $0.0001 par value; 100,000,000 shares authorized; 32,577,262 and 26,859,125, respectively, issued and outstanding
 
3,179

 
2,625

Additional paid-in capital
 
26,849,631

 
21,776,402

Accumulated other comprehensive income (loss)
 
667,217

 
(283,208
)
Accumulated deficit
 
(47,434,207
)
 
(44,724,454
)
Total stockholders’ deficit
 
(19,914,180
)
 
(23,228,635
)
 
 
 
 
 
Total liabilities and stockholders’ deficit
 
$
101,763,308

 
$
107,759,236



7

DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
Nine Months Ended
 
 
September 30, 2018
 
September 24, 2017
Cash flows from operating activities
 
 
 
 
Net loss
 
$
(2,709,753
)
 
$
(136,364
)
Net loss from discontinued operations
 
—

 
(97,361
)
Net loss from continuing operations
 
(2,709,753
)
 
(39,003
)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
9,175,853

 
10,149,050

Amortization of debt discount and loan fees
 
231,392

 
156,951

Amortization of gain on sale-leaseback
 
(156,107
)
 
(99,657
)
Impairment and loss on asset disposals
 
931,196

 
302,652

Share-based compensation
 
505,433

 
284,100

Deferred income taxes
 
(985,393
)
 
(1,573,644
)
Changes in operating assets and liabilities that provided (used) cash
 
 
 
 
Accounts receivable
 
348,763

 
172,395

Inventory
 
184,244

 
196,987

Prepaid and other assets
 
(88,396
)
 
134,593

Intangible assets
 
(20,000
)
 
(28,729
)
Other long-term assets
 
(8,312
)
 
46,455

Accounts payable
 
(753,767
)
 
1,228,025

Accrued liabilities
 
1,274,271

 
(1,270,506
)
Deferred rent
 
196,815

 
137,342

Net cash provided by operating activities of continuing operations
 
8,126,239

 
9,797,011

Net cash used in operating activities of discontinued operations
 
—

 
(97,361
)
Net cash provided by operating activities
 
8,126,239

 
9,699,650

 
 
 
 
 
Cash flows from investing activities
 
 
 
 
Purchases of property and equipment
 
(1,276,122
)
 
(4,453,861
)
Net cash used in investing activities
 
(1,276,122
)
 
(4,453,861
)
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
Proceeds from issuance of long-term debt
 
—

 
4,650,965

Repayments of long-term debt
 
(8,679,842
)
 
(9,237,466
)
Issuance of common stock, net of fees and expenses of $.7 million
 
4,579,781

 
—

Proceeds from employee stock purchase plan
 
58,920

 
45,005

Tax withholdings for restricted stock
 
(70,351
)
 
(59,928
)
Net cash used in financing activities
 
(4,111,492
)
 
(4,601,424
)
 
 
 
 
 
Net increase in cash and cash equivalents
 
2,738,625

 
644,365

 
 
 
 
 
Cash and cash equivalents, beginning of period
 
4,371,156

 
4,021,126

 
 
 
 
 
Cash and cash equivalents, end of period
 
$
7,109,781

 
$
4,665,491


8


DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation between Net Loss and Adjusted EBITDA and Adjusted Restaurant-Level EBITDA
 
 
 
 
 
 
 
 
 
Three Months Ended (Unaudited)
 
Nine Months Ended (Unaudited)
 
September 30, 2018
 
September 24, 2017
 
September 30, 2018
 
September 24, 2017
Net loss
$
(1,761,372
)
 
$
(558,394
)
 
$
(2,709,753
)
 
$
(136,364
)
  + Loss from discontinued operations
—

 
15,154

 
—

 
97,361

+ Income tax (benefit)
(505,644
)
 
(933,157
)
 
(961,535
)
 
(1,515,453
)
  + Interest expense
1,609,277

 
1,822,876

 
4,865,308

 
5,041,136

  + Other income, net
(24,778
)
 
(26,000
)
 
(77,994
)
 
(78,307
)
  + Impairment and loss on asset disposal
918,399

 
16,578

 
931,196

 
302,652

  + Depreciation and amortization
2,908,608

 
3,244,255

 
9,175,853

 
10,149,050

EBITDA
$
3,144,490

 
$
3,581,312

 
$
11,223,075

 
$
13,860,075

  + Pre-opening costs
—

 
79,605

 
—

 
405,448

  + Non-recurring expenses (Restaurant-level)
166,023

 
284,549

 
166,023

 
131,000

  + Non-recurring expenses (Corporate-level)
(47,880
)
 
376,530

 
650,338

 
538,083

Adjusted EBITDA
$
3,262,633

 
$
4,321,996

 
$
12,039,436

 
$
14,934,606

  Adjusted EBITDA margin (%)
8.7
%
 
11.0
%
 
10.6
%
 
12.1
%
  + General and administrative
2,001,343

 
2,301,061

 
6,361,084

 
6,724,436

  + Non-recurring expenses (Corporate-level)
47,880

 
(376,530
)
 
(650,338
)
 
(538,083
)
Restaurant–Level EBITDA
$
5,311,856

 
$
6,246,527

 
$
17,750,182

 
$
21,120,959

  Restaurant–Level EBITDA margin (%)
14.2
%
 
15.9
%
 
15.6
%
 
17.1
%

Restaurant-Level EBITDA represents net income (loss) plus the sum of non-restaurant specific general and administrative expenses, restaurant pre-opening costs, impairment and loss on property and equipment disposals, depreciation and amortization, other income and expenses, interest, taxes, and non-recurring expenses. Adjusted EBITDA represents net income (loss) plus the sum of restaurant pre-opening costs, impairment and loss on property and equipment disposals, depreciation and amortization, other income and expenses, interest, taxes, 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 additional metrics by which to evaluate our operations. When considered together with our GAAP results and the reconciliation to our net income (loss), 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.

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Additionally, we present Restaurant-Level EBITDA because it excludes the impact of general and administrative expenses and restaurant pre-opening costs, which is non-recurring. 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.



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This regulatory filing also includes additional resources:
saucq32018teleconferenceslid.pdf
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