AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): August 14, 2017
name of registrant as specified in its charter)
|(State or other jurisdiction of
||(IRS Employer |
Little Avenue, Suite 414
North Carolina 28226
of principal executive offices)|
telephone number, including area code: (704) 366-5122
name or former address, if changed since last report.)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
2.02. Results of Operations and Financial Condition.
August 14, 2017, Chanticleer Holdings Inc. (the “Company”) issued a press release announcing its second 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 hold a conference call on Monday August 14, 2017 at 4:30 pm. Eastern Time. To access the
call, dial (888)-208-1815 approximately five minutes prior to the scheduled start time. International callers please dial (719)457-2602.
To access the webcast, including the quarterly slide presentation, log in to the following participant link http://public.viavid.com/index.php?id=125865.
replay of the teleconference will be available until September 14, 2017 and may be accessed by dialing (844) 512-2921. International
callers may dial (412) 317-6671. Callers should use conference PIN: 8363268.
of Non-GAAP Measures
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 August 14, 2017, available online at www.sec.gov.
information in this Form 8-K (including 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.
9.01. Financial Statements and Exhibits.
following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
release of Chanticleer Holdings Inc. dated August 14 2017.|
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.
a Delaware corporation
August 14, 2017
Michael D. Pruitt|