| Schedule of Assets Acquired and Liabilities Assumed Recorded at Estimated Fair Values |
The 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 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 |
|
|
|
1,040,542 |
|
|
|
2,938,279 |
|
|
|
4,641,858 |
|
| Trademark/trade name/franchise fee |
|
|
2,750,000 |
|
|
|
- |
|
|
|
1,550,000 |
|
|
|
4,300,000 |
|
| Inventory, deposits and other assets |
|
|
296,104 |
|
|
|
103,451 |
|
|
|
73,780 |
|
|
|
473,334 |
|
| Amounts held in escrow to satisfy acquired liabilities |
|
|
- |
|
|
|
- |
|
|
|
675,000 |
|
|
|
675,000 |
|
| Total assets acquired, less cash |
|
|
5,884,164 |
|
|
|
2,663,263 |
|
|
|
7,183,686 |
|
|
|
15,731,113 |
|
| Liabilities assumed |
|
|
(607,735 |
) |
|
|
(262,415 |
) |
|
|
(949,857 |
) |
|
|
(1,820,007 |
) |
| Deferred tax liabilities |
|
|
- |
|
|
|
- |
|
|
|
(572,360 |
) |
|
|
(572,360 |
) |
| Total consideration paid |
|
$ |
5,276,429 |
|
|
$ |
2,400,848 |
|
|
$ |
5,661,470 |
|
|
$ |
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 |
|
|
Six Months Ended |
|
| |
|
June 30, 2016 |
|
|
June 30, 2016 |
|
| |
|
|
|
|
|
|
|
|
| Total revenues |
|
$ |
10,751,994 |
|
|
$ |
20,901,270 |
|
| Loss from continuing operations |
|
|
(599,217 |
) |
|
|
(1,513,067 |
) |
| Net loss from continuing operations per share, basic and diluted |
|
$ |
(0.03 |
) |
|
$ |
(0.07 |
) |
| Weighted average shares outstanding, basic and diluted |
|
|
21,522,818 |
|
|
|
21,430,033 |
|
|