| 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 include the results of these operations from the dates of
acquisition. The assets acquired and the liabilities assumed were recorded at estimated 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 |
|
|
4,276,429 |
|
| Total consideration paid |
|
|
5,276,429 |
|
| |
|
|
|
|
| Property and equipment |
|
|
2,164,023 |
|
| Goodwill |
|
|
663,037 |
|
| Trademark/trade name/franchise fee |
|
|
2,750,000 |
|
| Inventory, deposits and other assets |
|
|
296,104 |
|
| Total assets acquired, less cash |
|
|
5,873,164 |
|
| Liabilities assumed |
|
|
(607,735 |
) |
| Common stock and warrants issued |
|
|
(1,000,000 |
) |
| Cash paid |
|
|
(4,276,429 |
) |
| 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 |
Unaudited pro forma
results of operations for the three month periods ended June 30, 2015 and 2014, as if the Company had acquired majority ownership
of all operations acquired during 2014 and 2015 on January 1, 2014 is as follows.
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
June 30, 2015 |
|
|
June 30, 2014 |
|
|
June 30, 2015 |
|
|
June 30, 2014 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenues |
|
$ |
10,793,035 |
|
|
$ |
11,030,341 |
|
|
$ |
21,336,437 |
|
|
$ |
21,381,179 |
|
| Loss from continuing operations |
|
|
(3,350,670 |
) |
|
|
(1,629,806 |
) |
|
|
(5,899,719 |
) |
|
|
(2,743,802 |
) |
| Gain (loss) from discontinued operations |
|
|
2,088 |
|
|
|
(72,300 |
) |
|
|
189 |
|
|
|
(104,973 |
) |
| Loss attributable to non-controlling interest |
|
|
201,184 |
|
|
|
126,642 |
|
|
|
342,968 |
|
|
|
149,373 |
|
| Net loss |
|
$ |
(3,147,398 |
) |
|
$ |
(1,575,464 |
) |
|
$ |
(5,556,562 |
) |
|
$ |
(2,699,402 |
) |
| Net loss per share, basic and diluted |
|
$ |
(0.25 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.60 |
) |
|
$ |
(0.44 |
) |
| Weighted average shares outstanding, basic and diluted |
|
|
12,455,828 |
|
|
|
6,329,406 |
|
|
|
9,314,030 |
|
|
|
6,152,931 |
|
|