CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Files An 8-K Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition.
On May 15, 2017, Chanticleer Holdings Inc. (the Company) issued a
press release announcing its first 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
May 15, 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://www.chanticleerholdings.com/
A replay of the teleconference will be available until June 15,
2017 and may be accessed by dialing (877) 481-4010. International
callers may dial (919) 882-2331. Callers should use conference
ID: 10393.
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 Quarterly
Report on Form 10-Q to be filed with the SEC on or about May 15,
2017, available online at www.sec.gov.
The information in this Item 2.02 and 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 5.07. Submission of Matters to a Vote of Security
Holders.
On May 15, 2017, the Company held its Annual Meeting of
Stockholders (the Annual Meeting).
A total of 12,835,293 shares of the Companys common stock were
present or represented by proxy at the Annual Meeting to consider
and vote on the matters listed below. This represented
approximately 54% of the Companys shares of common stock that
were outstanding and entitled to vote at the Annual Meeting. The
proposals set forth below, each of which is described in more
detail in the Companys 2017 definitive proxy statement filed with
the SEC on April 19, 2017, were submitted to a vote of the
stockholders and approved at the Annual Meeting.
Proposal 1 To elect the five directors
The Companys stockholders elected the following five directors,
based on the following final voting results:
| For | Against | Abstain | Broker Non-Votes | |
| Michael D. Pruitt | 8,553,945 | 7,032 | – | 4,274,316 |
| Gregory E. Kraut | 8,553,945 | 7,032 | – | 4,274,316 |
| Neil C. Kiefer | 8,553,945 | 7,032 | – | 4,274,316 |
| Keith J. Johnson | 8,553,945 | 7,032 | – | 4,274,316 |
| Russell J. Page | 8,553,945 | 7,032 | – | 4,274,316 |
Proposal 2 To authorize the Companys Board of Directors,
in its sole discretion, to amend the Companys certificate of
incorporation to effect a reverse stock split between one-for-two
(1:2) and one-for-ten (1:10) by June 30, 2017 (the Reverse Stock
Split)
The Companys stockholders authorized the Companys Board of
Directors, in its sole discretion, to amend the Companys
certificate of incorporation to effect a reverse stock split
between one-for-two (1:2) and one-for-ten (1:10) by June 30, 2017
(the Reverse Stock Split), based on the following final voting
results:
| For | Against | Abstain | Broker Non-Votes |
| 8,553,402 | 7,032 | 4,274,316 |
Proposal 3 To approve an amendment to the Company bylaws
to authorize the Board of Directors to set the maximum size of
the board between five (5) and nine (9) seats, from time to
time
The Companys stockholders approved an amendment to the Companys
bylaws to authorize the Board of Directors to set the maximum
size of the board between five (5) and nine (9) seats, from time
to time, based on the following final voting results:
| For | Against | Abstain | Broker Non-Votes |
| 8,211,945 | 7,032 | 342,000 | 4,274,316 |
Proposal 4 To approve, on an advisory basis, the
compensation of our Named Executive Officers (as defined in the
Proxy Statement)
The Companys stockholders approved, on an advisory basis, the
compensation of our Named Executive Officers (as defined in the
Proxy Statement), based on the following final voting results:
| For | Against | Abstain | Broker Non-Votes |
| 7,990,502 | 7,032 | 563,443 | 4,274,316 |
Proposal 5 To ratify the appointment of Cherry Bekaert
LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2017
The Companys stockholders ratified the appointment of Cherry
Bekaert LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017,
based on the following final voting results:
| For | Against | Abstain | Broker Non-Votes |
| 8,554,564 | 5,870 |
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 May 15,
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 00.000 at 0.420 with 538,960 shares trading hands.