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Oppenheimer 18th Annual Consumer ConferenceJune 20, 2018
David Burke, Chief Executive Officer Phyllis Knight, Chief Financial Officer
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Safe Harbor
Some of the statements contained in this presentation may constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management team with respect to future events, including our financial performance, business and industry in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” and variations of such words and similar statements of a future or forward-looking nature are intended to identify such forward-looking statements. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions.
Forward-looking statements involve known and unknown risks and uncertainties and are not assurances of future performance. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, among others, the risks and uncertainties disclosed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Any forward-looking statements you read in this presentation reflect our views as of the date of this presentation with respect to future events and are subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, growth strategy, and liquidity. You should carefully consider all of the factors identified in this presentation that could cause actual results to differ.
This presentation will discuss some non-GAAP financial measures, which the Company believes are useful in evaluating our performance. You should not consider the presentation of this additional information in isolation or as a substitute for results compared in accordance with GAAP. The Company has provided reconciliations of comparable GAAP to non-GAAP measures in tables found in the Supplemental Information portion of this presentation.
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Who We Are
NASDAQ: SAUCIPO: 2008
Market capitalization $34M
One of the Largest Franchisees for Buffalo Wild Wings › Leading operator› Strong cash generator› 65 BWW locations
› Recent share price $1.20› 52 week range $1.12 - $2.86› Insider ownership 50%› Institutional ownership 17%› Shares outstanding 26.9M
Market data as of June 15, 2018 (Source: S&P Capital IQ); Ownership as of most recent filing
Cash Flow Yield % of EV of 8.4%
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Wings. Beer. Sports.®
• Total of 1,255 restaurants system wide1
• DRH owns 65 locations (~10% of franchised locations)
• Distinctive branding
• Exceptional guest experience
• Wings, signature sauces and seasonings
• Domestic, imported and craft beers
1 as of December 31, 2017
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Why Invest in DRH?
1. High cashflow yield:
• Cash flow yield of approximately 8.4%1
• Operating cash flow of $11.8 million on $161 million in sales or 7.3%2
2. Leverage model with low cost of capital
• $111.1 million in senior-secured bank debt2
• Scheduled principal payments of approximately $12.5 million per year
• Pricing grid, currently L+350 (mostly hedged for fixed rate just over 5.0%)
• Swaps currently in-the-money3
• At current stock price valuation, approximately 2/3rds levered4
With our cash flow yield and leverage ratio, DRH is similar to how many PE firms would target and structure their investment
1. Q1 18 TTM operating cash flow from continued operations / enterprise value based on June 1, 2018 closing price of $1.25
2. Based on April 1, 2018 Quarter End
3. Assumes 30-day LIBOR rate of 1.85%
4. Total Debt / Enterprise Value based on June 1, 2018 closing price of $1.25, market cap of $33.7 million, $111.1 million in debt
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Return on Investment
1. De-leveraging
• Most automated lever is to convert at least $12.5 million of debt to equity annually
• Cost of capital is reduced as balance sheet is de-levered
There are multiple levers that may contribute to enhanced returns
Debt Facility Summary Pricing
• $111.1 million outstanding with bank syndicate
• $12.5 million annual mandatory amortization
• Current interest expense at approx. $6 million
• Facility term through June of 2020
• Financial covenants:
• Coverage ratio = 1.0x – 1.2x through term of loan
• LALR = 6.5x through Q2 2018 then step-downs
Over 70% hedged with fixed rate @ approximately 5.0% with current LALR
Quarter Beginning Maximum LALR
Q3 2018 6.25x
Q2 2019 6.00x
Q3 2019 5.75x
Q4 2019 5.50x
LALR L + Pricing
Greater than/equal to 5.0 : 1 3.50%
Greater than/equal to 4.5 : 1 3.25%
Greater than/equal to 4.0 : 1 2.75%
Greater than/equal to 3.5 : 1 2.50%
Less than 3.5:1 2.25%
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Return on Investment
2. Profitability
A. Achieving higher average unit volumes
• Buffalo Wild Wings is now owned by Inspire Brands (which is owned by renowned franchise brand operator, Roark Capital)
• BWW brand will be repositioned to increase market share and thus AUVs with a 40+% cash conversion rate
B. Implementation of more efficient cost structure
• Significant, sustainable reductions of overhead costs over last 18-months
• Sustainable operational efficiencies in labor and opex
C. Lower input costs
• Massive, positive change in fresh, traditional chicken wing spot prices vs. prior year, equating to an estimated 1.5 percentage point benefit
We are consistently working to grow our profits by increasing our topline and running a more efficient operation
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Return on Investment
3. Multiple Expansion
A. As our Net Debt-to-EBITDA ratio is reduced due to the aforementioned levers (reducing overall balance sheet risk), we would expect to see multiple expansion
B. Multiple expansion strengthens our ability to grow the company through acquisition or greenfield development of other franchise concepts
• Higher level of accretion, more options, stronger balance sheet
4. Growth – EBITDA Expansion
A. With new growth opportunities comes incremental EBITDA in addition to our base EBITDA
B. Our Support functions (G&A) are efficient and scalable so we can enjoy significant leverage with additional locations/brands in our portfolio (platform model)
With deleveraging and profit-enhancing initiatives, both multiple expansion and EBITDA growth become more probable
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Unique Opportunity
DRH is the only publicly-held BWW franchisee in the system
BWW is no-longer a public entity – owned by Inspire Brands / Roark Capital Group
Roark has a proven track record to help reposition franchise brands for renewed success
Our low-cost leverage is a unique benefit to increase the potential of a high-ROI investment
Diversified Restaurant Holdings, Inc. is the only means to invest in the upside of the recently acquired Buffalo Wild Wings brand
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Illustrative | Free Cash Flow Conversion to Equity through Debt Reduction
Current Year 1 Year 2 Year 2 Y Year 2
Adjusted EBITDA 19.9$ 20.0$ 20.0$ 26.0$ 26.0$
Capital expenditures (4.7)$ (2.1)$ (2.7)$ (4.5)$ (4.5)$
Changes in net working capital -$ -$ -$ -$ -$
Interest (6.6)$ (5.4)$ (4.8)$ (4.8)$ (4.8)$
Taxes -$ -$ -$ -$ -$
Free Cash Flow 8.6$ 12.5$ 12.5$ 16.7$ 16.7$
Scheduled debt amortization (12.1)$ (12.5)$ (12.5)$ (12.5)$ (12.5)$
Cash balance 4.4$ 4.0$ 4.0$ 4.0$ 4.0$
Debt balance 113.9$ 101.4$ 88.9$ 80.6$ 80.6$
Net debt 109.5$ 97.4$ 84.9$ 76.6$ 76.6$
Net debt / EBITDA 5.5X 4.9X 4.2X 2.9X 2.9X
Equity market cap 38.0$ 50.5$ 63.0$ 117.0$ 179.4$
Debt 113.9$ 101.4$ 88.9$ 80.6$ 80.6$
Enterprise value 151.9$ 151.9$ 151.9$ 197.6$ 260.0$
EBITDA Multiple 7.6X 7.6X 7.6X 7.6X 10.0X
Equity market cap cumulative growth 32.9% 65.8% 207.8% 372.0%
($ millions)
Current StateBusiness
Normalization
Multiple
Expansion
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Illustrative | Free Cash Flow Conversion to Equity through Debt Reduction
$38.0 $50.5
$63.0
$38.0
$85.0
$117.0
$38.0
$106.6
$179.4
CURRENT YEAR 1 YEAR 2
Illustrative Value Creation ($ millions)
Current State Business Normalization Multiple Expansion
With deleveraging and normalization of the business, both multiple expansion and EBITDA growth become more probable – with the potential for significant equity appreciation
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$106.4
$144.8
$166.5 $165.5 $160.7
2014 2015 2016 2017 1Q 18 TTM
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62 64 65 65
2014 2015 2016 2017 2018 YTD
Sales and Unit Count
Net Sales Store Count
$ Millions
2017 results reflect negative changes to corporate promotional, marketing and media strategies; New franchisor ownership creating renewed energy and excitement behind the brand and expect
these efforts will begin to be realized in our results later in the year
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$22.6
$29.7$32.3
$28.3$26.8
2014 2015 2016 2017 1Q 18 TTM
EBITDA
Restaurant-Level EBITDA* Adjusted EBITDA*
* Adjusted for pre-opening expenses and other non-recurring expenses. See EBITDA reconciliation slide.
$ Millions
$17.4
$21.6$23.3
$19.9$18.8
2014 2015 2016 2017 1Q 18 TTM
Cost of sales, driven by record high chicken wing prices, accounted for over 65% of the decline in EBITDA in 2017, followed by the impact of slower traffic and Hurricane Irma closures; operating
expenses were held in check despite the sales headwinds
$ Millions
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Quarterly Restaurant EBITDA Trend
1 – On June 29, 2015, we acquired 18 locations in the St. Louis market to add to our existing 44 units, which had a dilutive AUV of $2.3 million2 – FF = Franchise-related fees which includes 5.0% royalty and 3.0 – 3.15% NAF (national advertising fund)
AUV ($M) $3.1 $2.8 $2.7 $2.7 $2.7 $2.6 $2.6 $2.6 $2.8 $2.5 $2.4 $2.4 $2.4 $2.8 $2.8 $2.6 $2.5
21.8% 20.6% 19.4% 20.3% 21.5% 20.0% 19.6%16.5% 19.0% 16.6% 15.9% 17.1% 17.4%
21.2% 20.4% 19.4% 17.1%
5.5% 5.9% 6.4% 6.6% 6.5% 6.8% 7.0%7.2%
6.5%7.1% 7.6% 7.2% 7.4%
5.2% 6.2% 6.8%7.1%
8.0% 8.0% 8.0% 8.0% 8.2% 8.1% 8.1%8.1%
8.0%8.1% 8.2% 8.1% 8.2% 8.0% 8.0% 8.1%
8.1%
12.6% 13.4% 13.0% 12.7% 11.5% 12.1% 13.3%14.0% 12.3% 12.9% 13.8% 13.1% 13.0% 13.2% 12.9% 12.7%
12.9%
23.3% 23.9% 25.1% 24.8% 24.4% 25.2% 24.7%25.0% 24.7% 25.5% 25.4% 25.3% 25.7% 23.8% 24.4% 24.8%
25.2%
28.8% 28.1% 28.1% 27.6% 28.0% 27.9% 27.4% 29.2% 29.4% 29.9% 29.2% 29.3% 28.2% 28.5% 28.1% 28.1% 29.4%
0
0.5
1
1.5
2
2.5
3
3.5
KEY Q1 2015
Q22015
Q32015
Q42015
Q12016
Q22016
Q32016
Q42016
Q12017
Q22017
Q32017
Q42017
Q12018
FY2014
FY2015
FY2016
FY 2017
AUV ($M)
CO
SLA
BO
RO
PEX
FF2
OCC
RES
T.
EBIT
DA
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EBITDA Outlook
Sales
New approach under changed ownership – proven track record
Media, promotion, food and beverage strategy
Seasoning of loyalty program
Cost of sales Wing market has corrected
Labor Implemented labor productivity improvements
Operating Expenses Tight management of operating expenses
General & Administrative Salaries and expense reductions
Implemented significant, sustainable reductions of overhead to improve our profitability and financial strength
Negotiated significant debt covenant relief through the end of 2019 allowing DRH to maintain existing debt amortization schedule and low interest rates
Anticipate achieving higher average unit volumes in the future; will benefit from leverage of leaner and more efficient organization
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Traditional Chicken Wing Prices See Dramatic Fall after Record Highs in 2017
$ / lb. Fresh Jumbo Northeast Chicken Wing Spot Prices
Source: Urner Barry Comtell™ UB Chicken – Northeast Jumbo WingsNOTE: Logistics cost to restaurants is $0.33 / lb. over the spot price
Volatile fresh wing spot prices had ranged between $1.41 and $2.16/lb. since 2015; prices have been on the decline since October 2017, with the spot price currently at $1.25
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28.8%
28.1% 28.1%27.6%
28.0% 27.9%27.4%
29.2% 29.4%29.9%
29.5%29.3%
28.2%28.5%
28.1% 28.1%
29.4%
21.7%
20.1%20.4%
19.5%
20.3%20.9%
19.5%
23.5%
24.0%
24.9%25.3%
24.7%
21.5%
18.4%
20.4%
21.1%
24.7%
$1.89
$1.77 $1.80 $1.79
$1.92 $1.92
$1.70
$1.95
$2.02
$2.03
$2.14 $2.13
$1.89
$1.53
$1.81 $1.87
$2.07
Q12015
Q22015
Q32015
Q42015
Q12016
Q22016
Q32016
Q42016
Q12017
Q22017
Q32017
Q42017
Q12018
FY2014
FY2015
FY2016
FY2017
Total COS % Wing Cost % of Total COS Wing Cost/Lb
COS Trends and Wing Impact
NOTE: Wing prices shown are the average price paid per pound of fresh, jumbo chicken wings – including distribution costs of approximately $0.29 per pound1 – Q3 actual reported COS was 29.2% which included $323K in cover charges for a UFC fight that had no cost associated with it
Traditional wing costs were escalated throughout 2017 and hit record highs in Q4, but have recently declined from these highs; wings as % of total COS spiked to 24.7% in 2017
1
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Lower G&A Run Rate ($M) G&A costs continue to trend down as cost savings initiatives take effect;
achieved target of 5% of sales, despite lower than anticipated sales
$8.9
$8.4
$7.6
5.4%
5.1%
4.4%
4.6%
4.8%
5.0%
5.2%
5.4%
5.6%
$6.0
$6.5
$7.0
$7.5
$8.0
$8.5
$9.0
FY2016 FY 2017 2018 Fcst
G&A $ Total G&A % of Sales
Note: G&A expenses are shown net of non-recurring expenses.
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Value Creation – Going Forward
> Franchisor under new ownership – demonstrated track record
> Renewed energy and excitement behind the brand
> Progress behind the scenes on many fronts including marketing, advertising, information technology, menu and more
> Testing and evaluating new initiatives with the franchisor
> Traction from changes
> New and improved media strategy rollout planned for fall
> Well positioned to leverage improved commodity cost environment and future sales growth
> Best in class operations
> Strong cash flow targeted at debt reduction converts to equity value
> Tax benefits to offset over $70 million in pre-tax income
Value Proposition
Current Environment
Later 2018
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Supplemental Slides
Oppenheimer 18th Annual Consumer ConferenceJune 20, 2018
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Management Team
David BurkeChief Executive Officer,
President
Phyllis KnightChief Financial Officer,
Treasurer
Jason CurtisChief Operating Officer
Appointed Chief Financial Officer and Treasurer in October 2016
More than 30 years of finance, accounting and leadership experience
Prior to DRH, served as EVP and CFO of Polar Corporation and Champion Enterprises
Appointed President and Chief Executive Officer in October 2016
Served Chief Financial Officer and Treasurer since 2010; has served as a member of the Board of Directors since inception of the Company
Prior to DRH, employed by Federal-Mogul with roles in finance, corporate development and marketing
Held the Chief Operating Officer position since 2002
Named to the BWLD Leadership Council to serve as a liaison between franchisees and the BWLD corporate office
Certified by the National Restaurant Association as a Foodservice Management Professional
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EBITDA ReconciliationFiscal Year Ended (Unaudited)
December 31,
2017December 25,
2016
Net loss $ (20,458,076) $ (6,002,481)
+ Loss from discontinued operations 173,925 9,641,529
+ Income tax expense (benefit) 18,997,756 (2,270,792)
+ Interest expense 6,633,709 5,763,684
+ Other (income) expense, net (106,586) 172,031
+ Loss on asset disposal 310,536 338,306
+ Depreciation and amortization 13,115,072 14,696,846
EBITDA $ 18,666,336 $ 22,339,123
+ Pre-opening costs 405,448 599,279
+ Non-recurring expenses (Restaurant-level) 131,000 71,184
+ Non-recurring expenses (Corporate-level) 665,333 335,655
Adjusted EBITDA $ 19,868,117 $ 23,345,241
Adjusted EBITDA margin (%) 12.0 % 14.0%
+ General and administrative 9,081,866 9,265,432
+ Non-recurring expenses (Corporate-level) (665,333) (335,655)
Restaurant–Level EBITDA $ 28,284,650 $ 32,275,018
Restaurant–Level EBITDA margin (%) 17.1 % 19.4%
December 27,
2015
(16,192,492)
15,685,630
(83,514)
4,214,452
(785,591)
967,035
11,922,548
15,728,068
1,439,390
1,128,805
3,325,393
21,621,656
14.9 %
11,385,201
(3,325,393)
29,681,464
20.5 %
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EBITDA Reconciliation cont.
Restaurant-Level EBITDA represents net income (loss) plus the sum of non-restaurant specific general and administrative expenses, restaurant pre-opening costs, loss on property and
equipment disposals, depreciation and amortization, other income and expenses, interest, taxes, and non-recurring expenses related to acquisitions, equity offerings or other non-recurring
expenses. Adjusted EBITDA represents net income (loss) plus the sum of restaurant pre-opening costs, loss on property and equipment disposals, depreciation and amortization, other
income and expenses, interest, taxes, and non-recurring expenses. We are presenting Restaurant-Level EBITDA and Adjusted EBITDA, which are not presented in accordance with GAAP,
because we believe they provide an additional metric by which to evaluate our operations. When considered together with our GAAP results and the reconciliation to our net income, we
believe they provide a more complete understanding of our business than could be obtained absent this disclosure. We use Restaurant-Level EBITDA and Adjusted EBITDA together with
financial measures prepared in accordance with GAAP, such as revenue, income from operations, net income, and cash flows from operations, to assess our historical and prospective
operating performance and to enhance the understanding of our core operating performance. Restaurant-Level EBITDA and Adjusted EBITDA are presented because: (i) we believe they are
useful measures for investors to assess the operating performance of our business without the effect of non-cash depreciation and amortization expenses; (ii) we believe investors will find
these measures useful in assessing our ability to service or incur indebtedness; and (iii) they are used internally as benchmarks to evaluate our operating performance or compare our
performance to that of our competitors.
Additionally, we present Restaurant-Level EBITDA because it excludes the impact of general and administrative expenses and restaurant pre-opening costs, which is non-recurring. The use of
Restaurant-Level EBITDA thereby enables us and our investors to compare our operating performance between periods and to compare our operating performance to the performance of our
competitors. The measure is also widely used within the restaurant industry to evaluate restaurant level productivity, efficiency, and performance. The use of Restaurant-Level EBITDA and
Adjusted EBITDA as performance measures permits a comparative assessment of our operating performance relative to our performance based on GAAP results, while isolating the effects of
some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant
variations with respect to capital structure and cost of capital (which affect interest expense and tax rates) and differences in book depreciation of property and equipment (which affect relative
depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management team believes that Restaurant-Level EBITDA
and Adjusted EBITDA facilitate company-to-company comparisons within our industry by eliminating some of the foregoing variations.
Restaurant-Level EBITDA and Adjusted EBITDA are not determined in accordance with GAAP and should not be considered in isolation or as an alternative to net income, income from
operations, net cash provided by operating, investing, or financing activities, or other financial statement data presented as indicators of financial performance or liquidity, each as presented in
accordance with GAAP. Neither Restaurant-Level EBITDA nor Adjusted EBITDA should be considered as a measure of discretionary cash available to us to invest in the growth of our
business. Restaurant-Level EBITDA and Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and our presentation of Restaurant-
Level EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items. Our management recognizes that Restaurant-Level
EBITDA and Adjusted EBITDA have limitations as analytical financial measures.