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Diversified Restaurant Holdings Annual Report 2009 Diversified Restaurant Holdings Annual Report 2009

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Diversified Restaurant Holdings Annual Report 2009 Diversified Restaurant Holdings Annual Report 2009 diversified restaurant holdings annual report 2009 diversified restaurant holdings annual report 2009 Buffalo Wild Wings® Bagger Dave’s® Locations Locations restaurant locations Michigan Michigan Clinton Township Ann Arbor Fenton Berkley Ferndale Novi Flint Grand Blanc Novi Petoskey Port Huron Sterling Heights Troy Warren Florida Brandon Fish Hawk North Port Riverview Sarasota Store Count* Revenue Operating Margin ($ in millions) $41,755 5.2% $41.8 5.2% 4.9%4.9% 3 2 18 2 18 1616 $$19.119,063 1515 $$11.611,587 -2.5%-2.5% 1111 9 $$3.43,407 -6.7%-6.7% 20062006 20072007 20082008 20092009 2010**2010* 20072007 20082008 20092009 20092009 PProro 20072007 22008008 22009009 22009009 P rProo Forma*Forma* FForma*orma* Buffalo WildWild Wings Wings Bagger Dave’sDave's *Includes nine BWW locations under management *Includes nine BWW restaurants acquired on February 1, 2010. which were acquired on February 1, 2010. **Includes two BWW locations planned to open later in 2010. Dear Shareholders: As I reflect on our success in 2009, I am energized and excited about the road ahead. In what is now known as one of the most difficult operating and economic environments in generations, we successfully executed on our strategy to further expand our Buffalo Wild Wings® franchise business by opening our newest store in Port Huron, Michigan, in June. Additionally, we focused our efforts throughout 2009 on building stronger operations at our existing Buffalo Wild Wings and Bagger Dave’s Legendary Burgers and Fries® locations. These efforts resulted in nearly 65 percent revenue growth for 2009, and marked our return to profitable growth with significant cash flow generation. We realized greater efficiencies at the restaurant level and with our suppliers by leveraging our operating expertise and our purchasing power. Operating margin for 2009 was over five percent, while we generated cash from operations of $1.7 million. We demonstrated our capabilities as restaurant operators during 2009, which I believe will be crucial to the successful execution of our two-pronged growth strategy. Both our Buffalo Wild Wings franchise portfolio and the Bagger Dave’s Legendary Burgers and Fries concept have tremendous growth potential over the long-run, and our business model provides a strong foundation for that expansion. Already in the first quarter of 2010, we acquired the nine Buffalo Wild Wings locations that we previously managed, six in Michigan and three in Florida, and plan to open two additional restaurants in Michigan through the balance of 2010. We expect to enter 2011 with 18 Buffalo Wild Wings restaurants, leaving ample room for expansion under our agreement with Buffalo Wild Wings International which provides for a total of 38 restaurants in Michigan and Florida by 2017. Even more encouraging is the acceptance and success of our Bagger Dave’s Legendary Burgers and Fries concept. We opened our third location in Michigan in February 2010 and believe the growth of this innovative concept through company- operated as well as franchised locations will fill a niche burger market between the quick-serve and casual dining segments that is relatively untapped. We are currently experimenting with a Bagger Dave’s breakfast menu which, if successful, will drive additional traffic through select stores. Our initial plans are to grow throughout the upper Midwest and we have filed Franchise Disclosure Documents in Michigan, Ohio and Indiana, with one pending in Illinois. We plan to establish a ratio of one and one half corporate-operated Bagger Dave’s for each franchised location. Moving forward, we will continue to focus our efforts on providing our customers with quality food, service and a memorable dining experience. I’d like to thank our employees for their tremendous effort and commitment, along with their attention to detail and to each and every customer. They are the key to the successful growth of our business. Finally, I would be remiss if I did not mention that this letter is part of our first official “glossy” annual report, which incorporates our Annual Report on SEC Form 10-K and 10-K/A and other meaningful information on your company into one easy-to- reference document. We plan to use this report as a key tool in communicating the DRH story. As a shareholder of Diversified Restaurant Holdings, I hope you are as encouraged as I am about our growth potential. We appreciate your support and look forward to continue delivering on our strategy. Sincerely, T. Michael Ansley Chairman and Chief Executive Officer April 23, 2010 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2009 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-145316 DIVERSIFIED RESTAURANT HOLDINGS, INC. (Exact name of small business issuer as specified in its charter) Nevada 03-0606420 (State of other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 27680 Franklin Rd. Southfield, MI 48034 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (248) 223-9160 Securities registered under Section 12(b) of the Exchange Act: None. Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.0001 par value per share (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [___] No [___] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ] (Do not check if a smaller reporting company) Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. 5,806,521 common shares @ $5.25* = $30,484,235.25 *Average of bid and ask closing prices on June 30, 2009. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No. [ ] (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 18,876,000 common shares issued and outstanding as of March 26, 2010 DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement of the Issuer for its June 3, 2010 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report. TABLE OF CONTENTS Page PART I ..................................................................................................................................................................................1 Item 1. Business .................................................................................................................................................. 1 Item 1A. Risk Factors ........................................................................................................................................... 10 Item 2. Properties .............................................................................................................................................. 15 Item 3. Legal Proceedings ................................................................................................................................. 16 Item 4. Submission of Matters to a Vote of Security Holders............................................................................
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