| Schedule of Assets Acquired and Liabilities Assumed Recorded At Estimated Fair Values |
The allocation of
purchase price presented below is based on preliminary analyses which are still continuing and may be subject to change as such
analyses are finalized in future periods:
| |
|
2015 Acquisitions |
|
|
|
|
| |
|
BGR: |
|
|
|
|
|
|
|
|
|
|
| |
|
The Burger Joint |
|
|
BTs Burger Joint |
|
|
Little Big Burger |
|
|
Total |
|
| Consideration paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock |
|
$ |
1,000,000 |
|
|
$ |
1,000,848 |
|
|
$ |
2,061,469 |
|
|
$ |
4,062,317 |
|
| Cash |
|
|
4,276,429 |
|
|
|
1,400,000 |
|
|
|
3,600,000 |
|
|
|
9,276,429 |
|
| Total consideration paid |
|
|
5,276,429 |
|
|
|
2,400,848 |
|
|
|
5,661,469 |
|
|
|
13,338,746 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
|
2,164,023 |
|
|
|
1,511,270 |
|
|
|
1,710,849 |
|
|
|
5,386,141 |
|
| Goodwill |
|
|
663,037 |
|
|
|
939,281 |
|
|
|
2,417,653 |
|
|
|
4,019,972 |
|
| Trademark/trade name/franchise fee |
|
|
2,750,000 |
|
|
|
- |
|
|
|
1,550,000 |
|
|
|
4,300,000 |
|
| Inventory, deposits ands other assets |
|
|
296,104 |
|
|
|
103,451 |
|
|
|
77,014 |
|
|
|
476,569 |
|
| Total assets acquired, less cash |
|
|
5,873,164 |
|
|
|
2,554,002 |
|
|
|
5,755,516 |
|
|
|
14,182,682 |
|
| Liabilities assumed |
|
|
(607,735 |
) |
|
|
(161,154 |
) |
|
|
(268,557 |
) |
|
|
(1,037,446 |
) |
| Common stock and warrants issued |
|
|
(1,000,000 |
) |
|
|
(1,000,848 |
) |
|
|
(2,061,469 |
) |
|
|
(4,062,317 |
) |
| Cash paid |
|
|
(4,276,429 |
) |
|
|
(1,400,000 |
) |
|
|
(3,600,000 |
) |
|
|
(9,276,429 |
) |
| Cash acquired |
|
$ |
11,000 |
|
|
$ |
8,000 |
|
|
$ |
174,511 |
|
|
$ |
193,511 |
|
The allocation of
purchase price presented for the Companys 2014 acquisitions:
| |
|
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 acquired |
|
$ |
2,274 |
|
|
$ |
21,636 |
|
|
$ |
3,617 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
27,527 |
|
|
| Schedule of Business Combination Pro Forma Information |
Unaudited pro forma
results of operations for the three and nine month periods ended September 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 September 30, |
|
|
Nine Months Ended September 30, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenues |
|
$ |
11,551,329 |
|
|
$ |
13,473,304 |
|
|
$ |
36,159,199 |
|
|
$ |
37,626,727 |
|
| Loss from continuing operations |
|
|
(2,972,928 |
) |
|
|
(1,287,982 |
) |
|
|
(5,255,488 |
) |
|
|
(2,091,978 |
) |
| Gain (loss) frorm discontinued operations |
|
|
2,088 |
|
|
|
(72,300 |
) |
|
|
189 |
|
|
|
(104,973 |
) |
| Loss attributable to non-controlling interest |
|
|
69,397 |
|
|
|
(61,209 |
) |
|
|
412,366 |
|
|
|
88,163 |
|
| Net loss |
|
$ |
(2,901,443 |
) |
|
$ |
(1,421,491 |
) |
|
$ |
(4,842,933 |
) |
|
$ |
(2,108,788 |
) |
| Net loss per share, basic and diluted |
|
$ |
(0.20 |
) |
|
$ |
(0.21 |
) |
|
$ |
(0.34 |
) |
|
$ |
(0.34 |
) |
| Weighted average shares outstanding, basic and diluted |
|
|
14,802,370 |
|
|
|
6,628,011 |
|
|
|
14,059,116 |
|
|
|
6,279,688 |
|
|