| Schedule of Assets Acquired and Liabilities Assumed Recorded At Estimated Fair Values |
The Companys
acquisitions were accounted for using the purchase method of accounting in accordance with ASC 805 Business Combinations
and, accordingly, the condensed consolidated statements of operations and comprehensive loss include the results of these operations
from the dates of acquisition. The assets acquired and the liabilities assumed were recorded at fair values based on information
currently available and based on certain assumptions as to future operations as follows:
| |
|
2015 Acquisition |
|
| |
|
BGR: |
|
| |
|
The Burger Joint |
|
| Consideration paid: |
|
|
|
|
| Common stock |
|
$ |
1,000,000 |
|
| Cash |
|
|
4,233,929 |
|
| Total consideration paid |
|
|
5,233,929 |
|
| |
|
|
|
|
| Property and equipment |
|
|
2,154,023 |
|
| Goodwill |
|
|
426,038 |
|
| Trademark/trade name/franchise fee |
|
|
2,750,000 |
|
| Inventory, deposits and other assets |
|
|
257,470 |
|
| Total assets acquired, less cash |
|
|
5,587,531 |
|
| Liabilities assumed |
|
|
(364,602 |
) |
| Common stock and warrants issued |
|
|
(1,000,000 |
) |
| Cash paid |
|
|
(4,233,929 |
) |
| Cash received in excess of cash paid |
|
$ |
11,000 |
|
| |
|
2014 Acquisitions |
|
| |
|
Hooters |
|
|
|
|
|
Hooters Australia |
|
|
The |
|
|
|
|
| |
|
Pacific NW |
|
|
Spoon |
|
|
April 1, 2014 |
|
|
July 1, 2014 |
|
|
Burger Co. |
|
|
Total |
|
| Consideration paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock |
|
$ |
2,891,156 |
|
|
$ |
828,750 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
300,000 |
|
|
$ |
4,019,906 |
|
| Warrants |
|
|
978,000 |
|
|
|
280,400 |
|
|
|
- |
|
|
|
123,333 |
|
|
|
- |
|
|
|
1,381,733 |
|
| Assumption of debt |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,000,000 |
|
|
|
- |
|
|
|
5,000,000 |
|
| Cash |
|
|
- |
|
|
|
- |
|
|
|
100,000 |
|
|
|
- |
|
|
|
250,000 |
|
|
|
350,000 |
|
| Total consideration paid |
|
|
3,869,156 |
|
|
|
1,109,150 |
|
|
|
100,000 |
|
|
|
5,123,333 |
|
|
|
550,000 |
|
|
|
10,751,639 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current assets, excluding cash |
|
|
112,078 |
|
|
|
89,817 |
|
|
|
377,296 |
|
|
|
47,777 |
|
|
|
9,926 |
|
|
|
636,894 |
|
| Property and equipment |
|
|
2,731,031 |
|
|
|
391,462 |
|
|
|
2,934,307 |
|
|
|
1,603,557 |
|
|
|
284,795 |
|
|
|
7,945,152 |
|
| Goodwill |
|
|
1,951,909 |
|
|
|
698,583 |
|
|
|
- |
|
|
|
8,487,138 |
|
|
|
256,379 |
|
|
|
11,394,009 |
|
| Trademark/trade name/franchise fee |
|
|
60,937 |
|
|
|
- |
|
|
|
277,867 |
|
|
|
220,500 |
|
|
|
- |
|
|
|
559,304 |
|
| Deposits and other assets |
|
|
20,275 |
|
|
|
5,193 |
|
|
|
90,371 |
|
|
|
20,186 |
|
|
|
- |
|
|
|
136,025 |
|
| Total assets acquired, less cash |
|
|
4,876,230 |
|
|
|
1,185,055 |
|
|
|
3,679,841 |
|
|
|
10,379,158 |
|
|
|
551,100 |
|
|
|
20,671,384 |
|
| Liabilities assumed |
|
|
(1,009,348 |
) |
|
|
(97,541 |
) |
|
|
(1,560,710 |
) |
|
|
(1,496,536 |
) |
|
|
(1,100 |
) |
|
|
(4,165,235 |
) |
| Deferred tax liabilities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
| Non-controlling interest |
|
|
- |
|
|
|
- |
|
|
|
(993,999 |
) |
|
|
(3,759,289 |
) |
|
|
- |
|
|
|
(4,753,288 |
) |
| Chanticleer equity |
|
|
- |
|
|
|
- |
|
|
|
(1,028,749 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,028,749 |
) |
| Common stock and warrants issued |
|
|
(3,869,156 |
) |
|
|
(1,109,150 |
) |
|
|
- |
|
|
|
(123,333 |
) |
|
|
(300,000 |
) |
|
|
(5,401,639 |
) |
| Assumption of debt |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,000,000 |
) |
|
|
- |
|
|
|
(5,000,000 |
) |
| Cash paid |
|
|
- |
|
|
|
- |
|
|
|
(100,000 |
) |
|
|
- |
|
|
|
(250,000 |
) |
|
|
(350,000 |
) |
| Cash received in excess of cash paid |
|
$ |
2,274 |
|
|
$ |
21,636 |
|
|
$ |
3,617 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
27,527 |
|
|
| Schedule of Business Combination Pro Forma Information |
The following table
includes information for the three months ended March 31, 2015 and 2014 for the Companys 2014 and 2015 acquisitions.
| |
|
Three Months Ended March 31, |
|
| |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
| Total revenues |
|
$ |
10,442,476 |
|
|
$ |
10,735,901 |
|
| Loss from continuing operations |
|
|
(2,533,885 |
) |
|
|
(1,186,466 |
) |
| Loss from discountinued operations |
|
|
(1,899 |
) |
|
|
(32,674 |
) |
| Loss attributable to non-controlling interest |
|
|
139,806 |
|
|
|
(3,801 |
) |
| Net loss |
|
$ |
(2,394,079 |
) |
|
$ |
(1,190,267 |
) |
| Net loss per share, basic and diluted |
|
$ |
(0.31 |
) |
|
$ |
(0.20 |
) |
| Net loss per share,discontinued operations |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
| Weighted average shares outstanding, basic and diluted |
|
|
8,249,453 |
|
|
|
5,974,495 |
|
|