| Schedule of Assets Acquired and Liabilities Assumed Recorded At Estimated Fair Values |
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 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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash acquired |
|
|
11,000 |
|
|
|
8,000 |
|
|
|
234,638 |
|
|
|
253,638 |
|
| Property and equipment |
|
|
2,164,023 |
|
|
|
1,511,270 |
|
|
|
1,711,990 |
|
|
|
5,387,283 |
|
| Goodwill |
|
|
663,037 |
|
|
|
978,350 |
|
|
|
2,938,279 |
|
|
|
4,579,666 |
|
| Trademark/trade name/franchise fee |
|
|
2,750,000 |
|
|
|
- |
|
|
|
1,550,000 |
|
|
|
4,300,000 |
|
| Inventory, deposits and other assets |
|
|
296,104 |
|
|
|
103,451 |
|
|
|
73,779 |
|
|
|
473,334 |
|
| Amounts held in escrow to satisfy acquired liabilities |
|
|
- |
|
|
|
- |
|
|
|
675,000 |
|
|
|
675,000 |
|
| Total assets acquired, less cash |
|
|
5,884,164 |
|
|
|
2,601,071 |
|
|
|
7,183,686 |
|
|
|
15,668,921 |
|
| Liabilities assumed |
|
|
(607,735 |
) |
|
|
(200,223 |
) |
|
|
(949,857 |
) |
|
|
(1,757,815 |
) |
| Deferred tax liabilities |
|
|
- |
|
|
|
- |
|
|
|
(572,360 |
) |
|
|
(572,360 |
) |
| Total consideration paid |
|
$ |
5,276,429 |
|
|
$ |
2,400,848 |
|
|
$ |
5,661,469 |
|
|
$ |
13,338,746 |
|
|
| Schedule of Business Combination Pro Forma Information |
The pro forma results
include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative
of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result
in the future.
| |
|
Three Months Ended March 31, |
|
| |
|
2016 |
|
|
2015 |
|
| |
|
|
|
|
|
|
| Total revenues |
|
$ |
11,655,218 |
|
|
$ |
13,158,017 |
|
| Loss from continuing operations |
|
|
(1,766,494 |
) |
|
|
(2,246,306 |
) |
| Loss frorm discontinued operations |
|
|
- |
|
|
|
(1,899 |
) |
| Loss attributable to non-controlling interest |
|
|
173,265 |
|
|
|
141,784 |
|
| Net loss |
|
$ |
(1,593,229 |
) |
|
$ |
(2,106,421 |
) |
| Net loss per share, basic and diluted |
|
$ |
(0.07 |
) |
|
$ |
(0.26 |
) |
| Weighted average shares outstanding, basic and diluted |
|
|
21,337,247 |
|
|
|
8,249,453 |
|
|