CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement
The disclosures set forth in Item 2.03 are incorporated herein by
this reference.
Item 2.02. Results of Operations and Financial
Condition.
On March 28, 2017, Chanticleer Holdings Inc. (the Company) issued
a press release announcing its fourth 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 Tuesday
March 28, 2017 at 4:30 pm. Eastern Time. To access the call, dial
(877) 407-8133 approximately five minutes prior to the scheduled
start time. International callers please dial (201) 689-8040. To
access the webcast, including the quarterly slide presentation,
log onto the Chanticleer website at:
http://ir.stockpr.com/chanticleerholdings/overview. A
replay of the teleconference will be available until April 28,
2017 and may be accessed by dialing (877) 481-4010. International
callers may dial (919) 882-2331. Callers should use conference
ID: 10289.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On March 24, 2017, the Company entered into Amendment to 6%
Secured Subordinate Convertible Notes (Notes) with the holders of
Notes in the aggregate principal amount of $3,000,000. The
holders agreed to extend the maturity date of the Notes to June
30, 2018 and waive all existing and prior events of default under
the Notes. The Company agreed to remit payment of all accrued and
unpaid interest outstanding under the Notes as of March 31, 2017
no later than April 17, 2017 and to stay current with its
continuing obligations under the Notes.
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
Companys operating performance and by the Companys creditors.
Accordingly, management believes that disclosure of these metrics
offers investors, bankers and other stakeholders an additional
view of the Companys operations that, when coupled with the GAAP
results, provides a more complete understanding of the Companys
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 companys
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 Chanticleers Annual Report
on Form 10-K to be filed with the SEC on or about March 30, 2017,
available online at www.sec.gov.
The 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.
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 March 28,
2017.
About CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR)
Chanticleer Holdings, Inc. is engaged in the business of owning, operating and franchising fast casual dining concepts domestically and internationally. The Company’s brands include Hooters, American Burger Company (ABC), BGR: the Burger Joint (BGR), BT’s Burger Joint (BT), Little Big Burger (LBB) and Just Fresh. Hooters restaurants are casual beach-themed establishments featuring music, sports on large flat screens, and a menu that includes seafood, burgers, salads and Hooters original chicken wings. ABC is a fast casual dining chain located in North Carolina, South Carolina and New York. BGR consists of approximately 10 Company-owned locations in the United States and over 13 franchisee-operated locations in the United States and the Middle East. LBB consists of approximately eight locations in Oregon. Just Fresh consists of approximately seven Company owned locations in Charlotte, North Carolina. CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Recent Trading Information
CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) closed its last trading session up +0.016 at 0.383 with 110,423 shares trading hands.