Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDMENT NO.1 TO FORM 8-K - Home Bistro, Inc. /NV/ | ea145742-8ka1_homebistro.htm |
| EX-99.2 - UNAUDITED FINANCIAL STATEMENT OF MODEL MEALS, LLC AS OF AND FOR THE THREE MONTHS - Home Bistro, Inc. /NV/ | ea145742ex99-2_homebistro.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENT OF MODEL MEALS, LLC AS OF AND FOR THE YEARS ENDING D - Home Bistro, Inc. /NV/ | ea145742ex99-1_homebistro.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER BETWEEN MODEL MEALS LLC, MODEL MEALS ACQUISITION CO - Home Bistro, Inc. /NV/ | ea145742ex2-1_homebistro.htm |
Exhibit 99.3
HOME BISTRO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined balance sheet is based on the historical consolidated balance sheet of Home Bistro, Inc. and subsidiary (“HBIS” or “Company”) and Model Meals, LLC. (“Model Meals”) at March 31, 2021 after giving effect to the Agreement and Plan Merger Agreement dated July 6, 2021 between the Company and Model Meals which has been accounted for as an acquisition of Model Meals by the Company (the “Acquisition”) and for which the Company issued to the members of Model Meals an aggregate of 2,008,310 shares of the Company’s common stock and an aggregate of $60,000 cash payment.
The following unaudited pro forma combined financial information has been derived by the application of pro forma adjustments to the historical consolidated financial statements of the Company and Model Meals. The unaudited pro forma combined financial information gives effect to the Acquisition between the Company and Model Meals as if the Acquisition had occurred on January 1, 2020 with respect to the unaudited annual pro forma combined statement of operation, and as of January 1, 2021 for the three months ended March 31, 2021 unaudited pro forma combined statement of operation, and as of March 31, 2021 with respect to the unaudited pro forma combined balance sheets.
The unaudited pro forma combined financial information reflects the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial information.
A full and detailed valuation of the acquired assets and assumed liabilities of Model Meals is being completed and certain information and analyses are preliminary at this time. The final purchase price allocation is subject to the final determination of the fair values of acquired assets, assumed liabilities and consideration paid, therefore, the allocation and the resulting effect the financial statements may differ materially from the unaudited pro forma amounts included herein.
The historical consolidated financial information has been adjusted to give effect to estimated pro forma events that are directly attributable to the acquisition. The unaudited pro forma combined financial information does not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. Therefore, the unaudited pro forma combined financial information should not be considered indicative of actual results that would have been achieved had the acquisition occurred on the date indicated and do not purport to indicate results of operations for any future period.
In preparing the unaudited pro forma combined financial information, the following historical information was used:
| ● | We have derived the Company’s historical consolidated financial data at March 31, 2021 and for the three months ended March 31, 2021 from its unaudited financial statements contained on Form 10-Q as filed with the Securities and Exchange Commission and for the year ended December 31, 2020 from its audited financial statements contained on Form 10-K as filed with the Securities and Exchange Commission; and | |
| ● | We have derived Model Meals’ historical financial statements as of March 31, 2021 and the three months ended March 31, 2021 and for the year ended December 31, 2020 from Model Meals’ audited financial statements contained elsewhere in this Information Statement. |
1
HOME BISTRO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
AS OF MARCH 31, 2021
| Home Bistro, Inc. and Subsidiary | Model Meals, LLC | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||||
| ASSETS | ||||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||||
| Cash | $ | 523,592 | $ | 92,221 | (60,000 | ) | a | $ | 555,813 | |||||||||||
| Prepaid expenses and other current assets | 78,671 | 25,634 | - | 104,305 | ||||||||||||||||
| Accounts receivable | - | 1,611 | - | 1,611 | ||||||||||||||||
| Inventory | - | 2,954 | - | 2,954 | ||||||||||||||||
| Other current assets | 5,000 | - | - | 5,000 | ||||||||||||||||
| Total Current Assets | 607,263 | 122,420 | (60,000 | ) | 669,683 | |||||||||||||||
| OTHER ASSETS: | ||||||||||||||||||||
| Property and equipment, net | 116,219 | - | - | 116,219 | ||||||||||||||||
| Right-of-use assets, net | - | 112,687 | - | 112,687 | ||||||||||||||||
| Intangible assets, net | - | 71,291 | - | 71,291 | ||||||||||||||||
| Goodwil | - | - | 2,262,798 | b | 2,262,798 | |||||||||||||||
| Total Assets | $ | 723,482 | $ | 306,398 | $ | 2,202,798 | $ | 3,232,678 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||||||
| Accounts payable | $ | 479,339 | $ | 93,821 | $ | - | $ | 573,160 | ||||||||||||
| Accrued expenses and other liabilities | 97,710 | 36,198 | - | 133,908 | ||||||||||||||||
| Liabilities to be settled with common stock | 226,456 | - | - | 226,456 | ||||||||||||||||
| Convertible notes payable, net of debt discount | 342,931 | - | - | 342,931 | ||||||||||||||||
| Convertible notes payable - related party, net of debt discount | 31,048 | - | - | 31,048 | ||||||||||||||||
| Deferred revenue | - | 31,798 | - | 31,798 | ||||||||||||||||
| Unredeemed gift cards | 36,467 | 76,120 | - | 112,587 | ||||||||||||||||
| Operating lease liability | - | 118,832 | - | 118,832 | ||||||||||||||||
| Advances payable | 65,887 | 27,672 | - | 93,559 | ||||||||||||||||
| Notes payable | 27,203 | 168,043 | - | 195,246 | ||||||||||||||||
| Derivative liabilities | 125,100 | - | - | 125,100 | ||||||||||||||||
| Total Current Liabilities | 1,432,141 | 552,484 | - | 1,984,625 | ||||||||||||||||
| LONG-TERM LIABILITIES: | ||||||||||||||||||||
| Notes payable, less current portion | 144,409 | 300,234 | - | 444,643 | ||||||||||||||||
| Common stock repurchase obligation | 1,154,366 | - | - | 1,154,366 | ||||||||||||||||
| Total Liabilities | 2,730,916 | 852,718 | - | 3,583,634 | ||||||||||||||||
| Commitments and contingency: | ||||||||||||||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||||||||||||||
| Preferred Stock: $0.001 par value; 20,000,000 shares authorized; | ||||||||||||||||||||
| Convertible Series B Preferred stock: $0.001 Par Value; 500,000 Shares Authorized; nil shares issued and outstanding as of March 31, 2021 | - | - | - | - | ||||||||||||||||
| Common stock: $0.001 par value; 1,000,000,000 shares authorized; 19,528,152 shares issued and outstanding as of March 31, 2021 | 19,528 | - | 2,008 | a | 21,536 | |||||||||||||||
| Additional paid-in capital | 4,827,961 | 2,026,385 | a | 6,854,346 | ||||||||||||||||
| Accumulated deficit | (6,854,923 | ) | (546,320 | ) | 174,405 | c | (7,226,838 | ) | ||||||||||||
| Total Stockholders’ Deficit | (2,007,434 | ) | (546,320 | ) | 2,202,798 | (350,956 | ) | |||||||||||||
| Total Liabilities and Stockholders’ Deficit | $ | 723,482 | $ | 306,398 | $ | 2,202,798 | $ | 3,232,678 | ||||||||||||
2
HOME BISTRO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
| For the Three Months Ended | For the Year Ended | |||||||||||||||||||||||
| March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
| Home Bistro, Inc. and Subsidiary | Model Meals, LLC | Pro Forma Combined | Home Bistro, Inc. and Subsidiary | Model Meals, LLC | Pro Forma Combined | |||||||||||||||||||
| Product sales, net | $ | 350,474 | $ | 628,839 | $ | 979,313 | $ | 1,335,859 | $ | 2,223,257 | $ | 3,559,116 | ||||||||||||
| Cost of sales | 282,386 | 326,637 | 609,023 | 873,289 | 1,162,380 | 2,035,669 | ||||||||||||||||||
| Gross profit | 68,088 | 302,202 | 370,290 | 462,570 | 1,060,877 | 1,523,447 | ||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||
| Compensation and related expenses | 76,500 | 175,959 | 252,459 | 547,940 | 710,550 | 1,258,490 | ||||||||||||||||||
| Professional and consulting expenses | 198,188 | 20,122 | 218,310 | 434,450 | 63,741 | 498,191 | ||||||||||||||||||
| Product development expense | - | - | - | 360,000 | - | 360,000 | ||||||||||||||||||
| Selling and marketing expenses | 72,441 | 43,473 | 115,914 | 226,428 | 100,275 | 326,703 | ||||||||||||||||||
| General and administrative expenses | 91,210 | 92,821 | 184,031 | 198,082 | 324,748 | 522,830 | ||||||||||||||||||
| Total Operating Expenses | 438,339 | 332,375 | 770,714 | 1,766,900 | 1,199,314 | 2,966,214 | ||||||||||||||||||
| Operating Loss from Operations | (370,251 | ) | (30,173 | ) | (400,424 | ) | (1,304,330 | ) | (138,437 | ) | (1,442,767 | ) | ||||||||||||
| Other Income (Expense): | ||||||||||||||||||||||||
| Interest expense, net | (327,918 | ) | (6,929 | ) | (334,847 | ) | (19,924 | ) | (36,833 | ) | (56,757 | ) | ||||||||||||
| Loss on legal settlement | - | - | - | - | (12,000 | ) | (12,000 | ) | ||||||||||||||||
| Change in fair value of derivative liabilities | 150,006 | - | 150,006 | 32,315 | - | 32,315 | ||||||||||||||||||
| Gain on extinguishment of debt | 26,629 | - | 26,629 | - | - | - | ||||||||||||||||||
| Gain from extinguishment of accounts payable | - | - | - | 7,075 | - | 7,075 | ||||||||||||||||||
| Other income | - | - | - | 5,000 | - | 5,000 | ||||||||||||||||||
| Total Other Income (Expense), net | (151,283 | ) | (6,929 | ) | (158,212 | ) | 24,466 | (48,833 | ) | (24,367 | ) | |||||||||||||
| Loss from Continuing Operations | (521,534 | ) | (37,102 | ) | (558,636 | ) | (1,279,864 | ) | (187,270 | ) | (1,467,134 | ) | ||||||||||||
| Discontinued Operations: | ||||||||||||||||||||||||
| Income from Disposal of Discontinued Operations Before Provision for Income Taxes | - | - | - | 38,203 | - | 38,203 | ||||||||||||||||||
| Income from Discontinued Operations | - | - | - | 38,203 | - | 38,203 | ||||||||||||||||||
| Net Loss | $ | (521,534 | ) | $ | (37,102 | ) | $ | (558,636 | ) | $ | (1,241,661 | ) | $ | (187,270 | ) | $ | (1,428,931 | ) | ||||||
| BASIC AND DILUTED LOSS PER COMMON SHARE: | ||||||||||||||||||||||||
| Continuing operations - basic and diluted | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.07 | ) | $ | (0.08 | ) | ||||||||||||
| Discontinued operations - basic and diluted | $ | - | $ | - | $ | 0.00 | $ | 0.00 | ||||||||||||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||||||||||||
| Basic and Diluted | 19,242,568 | 19,242,568 | 17,393,644 | 17,393,644 | ||||||||||||||||||||
3
Note 1: Basis of Presentation
On July 6, 2021, the Company entered into an Agreement and Plan of Merger with the members of Model Meals, LLC, acquiring Model Meals, LLC (“Model Meals”) through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals, LLC being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company and the members of Model Meals received 2,008,310 shares of common stock and $60,000 in cash. Pursuant to the Acquisition, the Company issued 2,008,310 shares of restricted common stock. The shares are subject to a 24-month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act.
The unaudited pro forma combined balance sheets reflect the effects of applying certain preliminary accounting adjustments to the historical consolidated results. The unaudited pro forma combined statements of operations do not include non-recurring items such as transaction costs related to the acquisition. The final purchase price allocation is subject to the final determination of the fair values of acquired assets and assumed liabilities and, therefore, that allocation and the resulting effect on income from operations may differ from the unaudited pro forma amounts included herein.
Assumptions underlying the pro forma adjustments necessary to reasonably present this unaudited pro forma information should be read in conjunction with this unaudited pro forma combined financial information. The pro forma adjustments have been made based on available information and in the opinion of management, are reasonable. The unaudited pro forma combined financial information should not be considered indicative of actual results that would have been achieved had the acquisition occurred on the date indicated and do not purport to indicate results of operations for any future period.
Note 2: Description of Pro Forma Adjustments
Adjustments to the unaudited pro forma combined balance sheet:
| a) | The adjustment reflects the consideration paid pursuant to the Agreement and Plan Merger Agreement which consisted of: (i)$60,000 cash payment and; (ii) 2,008,310 shares of restricted common stock with grant date fair value of $2,028,393 or $1.01 per share. |
| b) | Goodwill was recorded at its estimated fair value of $2,262,798 on the acquisition date and was inherently uncertain, subject to refinement. It was calculated as the difference between the consideration paid and the net asset and liabilities acquired by the Company. |
| c) | Recapitalization of Model Meals to eliminate its members’ equity. |
4