Attached files
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EX-99.2 - EXHIBIT 99.2 - Diversified Restaurant Holdings, Inc. | c07791exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 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) |
Registrants 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) effective February 1, 2010, pursuant to
the terms of various purchase agreements by and between the Company and each of the Affiliated
Restaurants. On April 19, 2010, an amendment was filed on Form 8-K/A (the First Amendment) 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.
This Amendment No. 2 on Form 8-K/A amends Item 9.01 of the First Amendment by restating the
previously filed Exhibit 99.2, the Unaudited Pro Forma Consolidated Balance Sheet and Statement of
Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group, to include
$3,134,790 of promissory notes that were issued to fund the acquisition of the AMC Managed
Affiliates Group. The restatement affected only the consolidated balance sheets, the changes to
which are summarized in the table below:
Previously | ||||||||||||
Reported | Restated | Net Change | ||||||||||
Current portion of long-term debt |
$ | 2,193,057 | $ | 2,715,522 | $ | 522,465 | ||||||
Total current liabilities |
$ | 3,499,916 | $ | 4,022,381 | $ | 522,465 | ||||||
Long-term debt, less current portion |
$ | 6,767,041 | $ | 9,379,366 | $ | 2,612,325 | ||||||
Total liabilities |
$ | 12,394,950 | $ | 15,529,740 | $ | $3,134,790 | ||||||
Retained earnings |
$ | (58,469 | ) | $ | (3,193,259 | ) | $ | (3,134,790 | ) | |||
Total stockholders and members equity |
$ | 2,781,798 | $ | (352,992 | ) | $ | (3,134,790 | ) | ||||
Total liabilities and stockholders /
members equity |
$ | 15,176,748 | $ | 15,176,748 | Unchanged |
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 |
Restated
Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified
Restaurant Holdings, Inc. and AMC Managed Affiliates Group
(c) | Not applicable |
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(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 Companys 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: November 3, 2010 | By: | /s/ David G. Burke | ||
Name: | David G. Burke | |||
Title: | Principal Financial Officer and Treasurer |
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