Attached files
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8-K - 8-K - Diversified Restaurant Holdings, Inc. | c95768e8vk.htm |
EX-2.01 - EX-2.01 - Diversified Restaurant Holdings, Inc. | c95768exv2w01.htm |
Exhibit 99.1
NEWS RELEASE |
21751 W. Eleven Mile Road Suite 208 Southfield, Michigan 48076
FOR IMMEDIATE RELEASE
Investor Contact:
|
Company Contact: | |
Deborah K. Pawlowski/James M. Culligan
|
Shannon Kubenez | |
Kei Advisors LLC
|
Director of Marketing | |
Phone: 716.843.3908/ 716.843.3874
|
Phone: 248.223.9160 | |
Email: dpawlowski@keiadvisors.com/jculligan@keiadvisors.com
|
Email: skubenez@baggerdaves.com |
Diversified Restaurant Holdings Acquires
Nine Buffalo Wild Wings Restaurants
Nine Buffalo Wild Wings Restaurants
| DRH purchases six Michigan and three Florida stores from affiliate franchisees; has managed and operated stores since each opened |
| Company now owns and operates 16 Buffalo Wild Wings franchised locations, up from 7 in 2009; expects to have 18 restaurants operating by year end |
| Adds estimated $24.4 million in revenue and $2.3 million in EBITDA |
| Two additional Buffalo Wild Wings stores to open in 2010 |
SOUTHFIELD, MI, February 1, 2010 - Diversified Restaurant Holdings, Inc. (OTCBB: DFRH) (DRH),
the owner/operator and soon to be franchisor of the unique, full service fast-casual restaurant and
bar Bagger Daves Legendary Burgers & Fries® and a leading franchisee for Buffalo Wild
Wings, Inc. (NASDAQ: BWLD), announced today that it has exercised its option to acquire nine
Buffalo Wild Wings® Grill & Bar locations in Michigan and Florida for $3.1 million.
Previously, DRH managed the acquired restaurants for its affiliates. The Company received the right
to exercise the purchase option as part of its initial public offering in August 2008. The
purchase is being financed through a six-year promissory note from the sellers.
The acquired BWW Michigan stores are in Sterling Heights, Fenton, Novi, Clinton Township, Ferndale
and Warren, while the Florida stores are in Brandon, Fish Hawk Ranch and Sarasota. The stores
range in age from 4 years to 10 years. In the nine months ended September 30, 2009, these
restaurants generated $18.3 million in revenue. Earnings before interest, taxes and depreciation
(EBITDA) margin for the nine restaurants, excluding the management fee paid to DRH during the same
period was approximately 15.9%. On a pro forma basis, DRHs nine-month revenue and EBITDA as of
September 30, 2009 would have been $31.3 million and $3.2 million, respectively, compared with
$14.3 million and $1.6 million, respectively, as previously reported. DRH uses non-GAAP EBITDA as
a financial measure because management believes that it provides investors with information useful
in understanding the Companys financial performance, its performance trends, and financial
position. (See reconciliation of pro forma results to GAAP results in the attached table).
Diversified Restaurant Holdings Acquires Nine Buffalo Wild Wings Restaurants
February 1, 2010
February 1, 2010
Michael Ansley, President and CEO of DRH commented, The acquisition of our affiliates Buffalo
Wild Wings locations allows us to fully realize the economic benefits associated with these nine
strong BWW stores which we previously managed for a fee. In addition, with estimated 2009 revenue
of $24.4 million, these stores will add significantly to our top line going forward. We are
committed to our strategic plan for continued growth through the acquisition of additional
market-leading BWW franchises outside of Michigan and the continued penetration of the Michigan and
Florida markets under our Area Development Agreement with BWW. Our growth strategy also includes
further development of the Bagger Daves concept through both owned and franchised locations, with
our third Bagger Daves store scheduled to open in Novi, Michigan, this month.
DRH currently owns and operates five Michigan BWW franchises in Flint, Grand Blanc, Petoskey, Port
Huron and Troy, along with two Florida locations in North Port and Riverview.
DRH has an expansion plan and agreement with Buffalo Wild Wings International, Inc., to open 22
additional BWW locations by 2017 under which it recently announced plans for a new BWW location in
Marquette, Michigan, scheduled to open in June 2010, with another location expected to open in
Chesterfield, Michigan, later this year. With todays acquisition and the soon-to-be-opened
Marquette and Chesterfield locations, DRH will own and operate a total of 18 BWW stores in Michigan
and Florida. In addition to its BWW locations, DRH owns and operates two Bagger Daves Legendary
Burgers and Fries restaurants in Michigan with a third location scheduled to open later this month.
Bagger Daves is a unique restaurant concept developed by DRH.
About Diversified Restaurant Holdings
Diversified Restaurant Holdings, Inc. owns and operates its own unique, full-service restaurant
concept, Bagger Daves Legendary Burgers and Fries®, which falls within the fast-casual
dining segment and was launched in January 2008. Bagger Daves® offers a full-service
restaurant and bar at a fast casual price point for friends and families in a casual, comfortable
atmosphere. The menu features freshly made burgers (never frozen) accompanied by more than 30
toppings from which to choose, fresh-cut fries, and hand-dipped milkshakes. Signature items
include Sloppy Daves BBQ®, Train Wreck Burger®, and Bagger Daves Amazingly
Delicious Turkey Black Bean Chili. Currently, there are two locations in the state of Michigan
with a third planned for opening in February 2010 and franchise registrations recently filed in the
states of Michigan, Indiana and Ohio. The concept focuses on local flair with the interior
showcasing historic photos of the city in which it resides. Theres also an electric train that
runs above the dining room and bar areas. All current and future locations will be smoke-free. For
more information please visit www.baggerdaves.com
DRH also is a leading Buffalo Wild Wings® franchisee handling the operations of 16
Buffalo Wild Wings restaurants: five in Florida and 11 in Michigan. The Company has received
franchise awards for the Highest Annual Restaurant Sales and operates four out of the top 25
franchise restaurants in sales volume in the Buffalo Wild Wings system.
Diversified Restaurant Holdings routinely posts news and other important information on its Web
site at www.diversifiedrestaurantholdings.com.
About Buffalo Wild Wings®
Buffalo Wild Wings, Inc., founded in 1982 and headquartered in Minneapolis, Minnesota, is a growing
owner, operator and franchisor of restaurants featuring a variety of boldly-flavored, made-to-order
menu items including Buffalo-style chicken wings spun in one of 14 signature sauces. Buffalo Wild
Wings®
is an inviting neighborhood destination with widespread appeal and is the
recipient of dozens of Best Wings and Best Sports Bar awards from across the country. There are
currently over 600 Buffalo Wild Wings locations across 41 states.
Diversified Restaurant Holdings Acquires Nine Buffalo Wild Wings Restaurants
February 1, 2010
February 1, 2010
Safe Harbor Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.
Forward-looking statements are subject to risks, uncertainties and assumptions and are identified
by words such as expects, estimates, projects, anticipates, believes, could, and other
similar words. Forward-looking statements are based upon the current beliefs and expectations of
management. All statements addressing operating performance, events, or developments that
Diversified Restaurant Holdings, Inc. expects or anticipates will occur in the future, including
but not limited to franchise sales, store openings, financial performance and adverse developments
with respect to litigation or increased litigation costs, the operation or performance of the
Companys business units or the market price of its common stock are forward-looking statements.
Because they are forward-looking, they should be evaluated in light of important risk factors and
uncertainties. Actual results may vary materially from those contained in forward-looking
statement based on a number of risk factors and uncertainties including, without limitation, our
ability to operate in new markets, the cost of commodities, the success of our marketing and other
initiatives to attract customers, customer preferences, operating costs, economic conditions,
competition, the availability of financing for franchisees and the Company, and the impact of
applicable regulations. These and other risk factors and uncertainties are more fully described in
Diversified Restaurant Holdings most recent Annual and Quarterly Reports filed with the Securities
and Exchange Commission. Undue reliance should not be placed on Diversified Restaurant Holdings
forward-looking statements. Except as required by law, Diversified Restaurant Holdings, Inc.
disclaims any obligation to update or publicly announce any revisions to any of the forward-looking
statements contained in this press release.
Table Follows.
Diversified Restaurant Holdings Acquires Nine Buffalo Wild Wings Restaurants
February 1, 2010
February 1, 2010
DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA REVENUE AND EBITDA
Nine Months Ended | ||||||||||||
September 30, 2009 | ||||||||||||
DRH | Acquired | DRH | ||||||||||
As Reported | Stores | Pro Forma | ||||||||||
Revenue: |
||||||||||||
Management and advertising fees |
$ | 1,324,137 | $ | | $ | 1,324,137 | ||||||
Restaurant sales |
13,001,047 | 18,309,145 | 31,310,192 | |||||||||
Elimination (1) |
| | (1,324,137 | ) | ||||||||
Total Revenue |
$ | 14,325,184 | $ | 18,309,145 | $ | 31,310,192 | ||||||
EBITDA |
$ | 1,649,351 | $ | 1,591,534 | $ | 3,240,885 | ||||||
(1) | Elimination of management and advertising fees income from acquired stores |
RECONCILIATION OF GAAP NET INCOME TO EBITDA
Nine Months Ended | ||||||||||||
September 30, 2009 | ||||||||||||
DRH | Acquired | DRH | ||||||||||
As Reported | Stores | Pro Forma | ||||||||||
Net income (loss) |
$ | 323,495 | $ | 374,699 | $ | 698,194 | ||||||
Depreciation and amortization |
862,137 | 833,965 | 1,696,102 | |||||||||
Tax (benefit) provision |
203,453 | 216,350 | 419,803 | |||||||||
Interest expense, net |
334,632 | 244,022 | 578,654 | |||||||||
Other (income) expense |
(74,366 | ) | (77,502 | ) | (151,868 | ) | ||||||
EBITDA |
$ | 1,649,351 | $ | 1,591,534 | $ | 3,240,885 | ||||||