Exhibit 99.2

 

  

COMMITTED CAPITAL ACQUISITION CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination which was consummated on October 16, 2013, pursuant to the Transaction Documents by and between the parties set out below and is being provided to aid in your analysis of the financial aspects of the Business Combination and gives effect to the equity offering.

 

Because Committed Capital is a shell company and The One Group’s operations will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, The One Group is considered to have control and therefore is treated as the accounting acquirer and its assets are accounted for at their historical values.

 

The unaudited pro forma condensed combined balance sheet as of September 30, 2013 combine the unaudited balance sheet of Committed Capital at September 30, 2013 with the unaudited balance sheet of The One Group as of September 30, 2013 giving effect to the Business Combination as if it was consummated on September 30, 2013.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 includes Committed Capital and The One Group results of operations for the year ended December 31, 2012 as if the Business Combination was consummated on January 1, 2012. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2013 includes Committed Capital and The One Group results of operations for the nine months ended September 30, 2013 as if the Business Combination was consummated on January 1, 2013.

 

The results of operations of Committed Capital for the year ended December 31, 2012 are derived from the audited financial statements of Committed Capital at December 31, 2012 and for the year then ended. The unaudited balance sheet as of September 30, 2013 and the results of operations for the nine months ended September 30, 2013 of Committed Capital are derived from the unaudited condensed financial statements of Committed Capital as of September 30, 2013 and for the nine months then ended. The results of operations of The One Group for the year ended December 31, 2012 are derived from the audited financial statements of The One Group at December 31, 2012 and for the year then ended. The unaudited balance sheet as of September 30, 2013 and the results of operations for the nine months ended September 30, 2013 of The One Group are derived from the unaudited condensed financial statements of The One Group as of September 30, 2013 and for the nine months then ended.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements and accompanying notes of Committed Capital Acquisition Corporation which are not included in this Form 8-K and the historical consolidated financial statements and accompanying notes of The One Group, LLC, which are included in this Form 8-K.

  

  

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the merger, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the merger.

 

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent the financial condition or results of operations had the acquisition been completed as of the dates indicated, nor are they necessarily indicative of future consolidated results of operations or financial position.

 

The transaction calls for: (a) $12,500,000 in cash and 12,631,400 common shares to be paid to the majority members of The One Group LLC for their membership interest, (b) the repayment of all member loans, notes payable, debt to related parties and other liabilities and (c) issuance of 59,000 shares to the new directors. Prior to the merger, on October 15, 2013, 3,375,000 founder shares were cancelled. The Company estimates total transaction costs to be approximately $6,700,000, including $110,000 of expenses related to the placement of shares, in connection with the transaction and a related financing. Of such $12,500,000 in cash noted in (a) above, an aggregate of $750,000 was paid as sign on bonuses to certain executive officers and employees of The One Group LLC in connection with the merger, and the remaining $11,750,000 will be paid to the TOG Members. The $750,000 sign-on bonuses to certain executive officers and employees and the 1,000,000 shares of common stock issued to Jonathan Segal in connection with the merger will be accounted as compensation expense in our December 31, 2013 financial statements.

 

In connection with the business combination, the Company's initial stockholders (“initial stockholders”) and designees have committed to purchase 3,131,339 shares (originally 2,000,000 shares) of common stock at a price of $5.00 per share in a private placement which occurred in connection with the closing of the Company’s business combination.

 

  

      COMMITTED CAPITAL ACQUISITION CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Condensed Pro Forma Balance Sheet data:

 

						September 30, 2013 (unaudited)
		CCAC				TOG				Pro-Forma Adjustments for Business Combination				As Adjusted for Business Combination				Pro-Forma Adjustment Equity Offering				Pro-Forma Combined
Assets :
Cash and cash equivalents						$	1,316,000			$	-			$	1,322,000			$	15,547,000	(j)		$	16,869,000
											(469,000	)(d)
											475,000	(c)
Accounts receivable, net							3,046,000								3,046,000								3,046,000
Inventory							951,000								951,000								951,000
Other current assets							839,000								839,000								839,000
Due from related parties							823,000								823,000								823,000
Total Current Assets			0				6,975,000				6,000				6,981,000				15,547,000				22,528,000
Investment held in Trust Account			28,792,000								(12,500,000	)(a)			0								-
											(6,700,000	)(a)
											(9,117,000	)(b)
											(475,000	)(c)
Property, plant & equipment, net							13,359,000								13,359,000								13,359,000
Investments							2,279,000								2,279,000								2,279,000
Deferred tax assets							307,000								307,000								307,000
Other assets							930,000								930,000								930,000
Security deposits							986,000								986,000								986,000
Total Assets		$	28,792,000			$	24,836,000			$	(28,786,000	)		$	24,842,000			$	15,547,000			$	40,389,000
Liabilities and Members' Equity
Cash overdraft						$	469,000			$	(469,000	)(d)		$	-							$	-
Member loans, current portion							7,377,000				(7,377,000	)(b)			-								-
Notes payable, current portion							320,000				(320,000	)(b)			-								-
Line of credit payable, net of current							4,906,000				(15,000	)(b)			4,891,000								4,891,000
Accounts payable							3,839,000								3,839,000								3,839,000
Accrued expenses			629,000				2,837,000				(405,000	)(b)			3,061,000								3,061,000
Due to related parties			960,000				305,000				(960,000	)(b)			305,000								305,000
Deferred revenue							9,000								9,000								9,000
Total Current Liabilities			1,589,000				20,062,000				(9,546,000	)			12,105,000								12,105,000
Other long-term liabilities							40,000								9,200,000								9,200,000
											(40,000	)(b)
											9,200,000	(e)
Deferred rent payable							5,699,000								5,699,000								5,699,000
Total liabilities			1,589,000				25,801,000				(386,000	)			27,004,000								27,004,000
Stockholders'/Members’ Equity
																							-
Common stock, $0.0001 par value, 24,946,739
pro forma shares outstanding			1,000												1,000				1,000	(j)			2,000
Additional paid in capital			28,369,000												17,369,000				15,546,000	(j)			32,915,000
											(16,000,000	)(a)
											5,000,000	(f)
Deficit accumulated			(1,167,000	)											(22,707,000	)							(22,707,000	)
											(7,340,000	)(a)
											(9,200,000	)(e)
											(5,000,000	)(f)
THE ONE GROUP, LLC and Subsidiaries and																							-
Members' Equity							(4,140,000	)			4,140,000	(a)			-								-
Noncontrolling Interest							3,175,000								3,175,000								3,175,000
Total Equity			27,203,000				(965,000	)			(28,400,000	)			(2,162,000	)			15,547,000				13,385,000
Total Liabilities and Stockholders' Equity		$	28,792,000			$	24,836,000			$	(28,786,000	)		$	24,842,000			$	15,547,000			$	40,389,000

  

 

  

See notes to pro forma condensed combined financial statements

 

  

COMMITTED CAPITAL ACQUISITION CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

  

Condensed Pro Forma Statement of Operations:

  

						For the year ended December 31, 2012 (unaudited)
		CCAC				TOG				Pro-Forma Adjustments for Business Combination				Pro-Forma Combined				Pro-Forma Adjustment for Equity Offering				As Adjusted for Business Combination and Equity Offering
Revenues:
Owned unit net revenues		$	-			$	56,430,000			$				$	56,430,000							$	56,430,000
Management and incentive fee revenue							3,691,000								3,691,000								3,691,000
Total revenue			-				60,121,000								60,121,000								60,121,000
Cost of goods sold							14,263,000								14,263,000								14,263,000
Gross profit			-				45,858,000								45,858,000								45,858,000
General and administrative expenses			423,000				42,176,000								42,599,000								42,599,000
Management and royalty fees			-				341,000								341,000								341,000
Pre-opening expenses			-				139,000								139,000								139,000
Equity in loss of subsidiaries			-				77,000								77,000								77,000
Other (income) expense:
Interest expense			-				689,000				(500,000	)	(g)		189,000								189,000
Other (income)			(30,000	)			(4,811,000	)			30,000		(h)		(4,811,000	)							(4,811,000	)
Income (loss) from continuing operations before
provision for income taxes			(393,000	)			7,247,000				470,000				7,324,000								7,324,000
Provision for income taxes			-				14,000				2,517,000		(i)		2,531,000								2,531,000
Income (loss) from continuing operations		$	(393,000	)			7,233,000			$	(2,047,000	)		$	4,793,000							$	4,793,000
Pro forma weighted average common shares outstanding basic and diluted															21,815,400				3,131,339	(j)			24,946,739
Pro forma income from continuing operations per share basic and diluted														$	0.22							$	0.19

  

See notes to pro forma condensed combined financial statements

  

  

COMMITTED CAPITAL ACQUISITION CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

   

Condensed Pro Forma Statement of Operations:

 

						For the nine months ended September 30, 2013 (unaudited)
			CCAC				TOG				Pro-Forma Adjustments				Pro-Forma Combined				Pro-Forma Adjustments for Equity Offering				Adjusted for Business Combination and Equity offering
Revenues:
Owned unit net revenues		$	-			$	29,136,000							$	29,136,000							$	29,136,000
Management and incentive fee revenue							5,586,000								5,586,000								5,586,000
Total revenue			-				34,722,000								34,722,000								34,722,000
Cost of goods sold							7,493,000								7,493,000								7,493,000
Gross profit			-				27,229,000								27,229,000								27,229,000
General and administrative expenses			383,000				23,954,000								24,337,000								24,337,000
Management and royalty fees							120,000								120,000								120,000
Pre-opening expenses							211,000								211,000								211,000
Equity in income of subsidiaries							(564,000	)							(564,000	)							(564,000	)
Other (income) expense:
Interest expense			-				615,000				(615,000	)	(g)		-								-
Other (income) expense			(12,000)				271,000				12,000		(h)		271,000								271,000
Income (loss) from continuing operations before																							-
provision for income taxes			(371,000)				2,622,000				603,000				2,854,000								2,854,000
Provision for income taxes			-				156,000				834,000		(i)		990,000								990,000
Income (loss) from continuing operations		$	(371,000)			$	2,466,000			$	(231,000	)		$	1,864,000							$	1,864,000
Pro forma weighted average common shares outstanding basic and diluted															21,815,400				3,131,339	(j)			24,946,739
Pro forma income from continuing operations per share basic and diluted														$	0.09							$	0.07

 

See notes to pro forma condensed combined financial statements

   

  

COMMITTED CAPITAL ACQUISITION CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

NOTE 1 – DESCRIPTION OF THE TRANSACTION - THE ONE GROUP, LLC ACQUISITION

 

The transaction calls for: (a) $12,500,000 in cash and 12,631,400 common shares to be paid to the majority members of The One Group LLC for their membership interest (of which 2,000,000 common shares are being held in an escrow account to secure certain potential adjustments to the merger consideration and certain potential indemnification obligations), (b) the repayment of all member loans, notes payable, debt to related parties and other liabilities and (c) issuance of 59,000 shares to the new directors. Prior to the merger, on October 15, 2013, 3,375,000 founder shares were cancelled. The Company estimates total transaction costs to be approximately $6,700,000 including $110,000 of expenses related to the placement of shares, in connection with the transaction and a related financing. Of such $12,500,000 in cash noted in (a) above, an aggregate of $750,000 was paid as sign on bonuses to certain executive officers and employees of The One Group LLC in connection with the merger, and the remaining $11,750,000 will be paid to the TOG Members.

 

In connection with the business combination, the Company's initial stockholders (“initial stockholders”) and designees have committed to purchase 3,131,339 shares (originally 2,000,000 shares) of common stock at a price of $5.00 per share in a private placement which occurred in connection with the closing of the Company’s business combination.

 

NOTE 2 – PRO FORMA ADJUSTMENTS AND ASSUMPTIONS FOR BUSINESS COMBINATION

 

Descriptions of the adjustments included in the unaudited pro forma balance sheet and statement of operations are as follows:

 

(a)

To reflect the payment of: (1) $12,500,000 to majority members for their interest in The One Group, LLC and (2) the payment of $6,700,000 less $110,000 of expenses related to the placement of shares of transactions fees associated with the transaction.

 

(b)

To reflect the payment of all outstanding member loans, notes payable, accrued expenses, due to related parties and other liabilities existing at the balance sheet date aggregating $9,117,000.

 

(c)

To transfer remaining cash balance out of Trust Account and into operating cash.

 

(d)

To use cash on hand to eliminate the cash overdraft.

 

(e)

To reflect the fair value of the total contingent consolidation of $15,000,000, consisting of an additional $14,100,000 of payments to the TOG Members and the Liquidating Trust based on a formula as described in the Merger Agreement (“Contingent Payments”), as well as an aggregate of approximately $900,000 of contingent sign-on bonus payments to certain employees of TOG, which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share (the “Parent Warrants”). The Company is required to make any Contingent Payments on a monthly basis. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) two years after the effective date of the registration statement registering the shares of Common Stock issuable upon the exercise of the Parent Warrants or (ii) the forty-fifth (45th) day following the date that the Company’s Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. The fair value of the total contingent payments was estimated to be $9,200,000.

 

(f)

To reflect the impact on retained earnings of the issuance to Jonathan Segal, the former Managing Member of One Group and currently our Chief Executive Officer and a Director, of 1,000,000 shares of Common Stock Valued at $5.00 per share as part of the 12,631,400 shares of Common Stock issued as Merger Consideration as a non-cash control premium.

 

(g)

To eliminate interest expense on debt eliminated in the transaction.

 

(h)

To eliminate interest income on Funds in Trust Account.

 

(i)

To include federal income taxes at the statutory rate assuming regular corporation status.

   

NOTE 3 – PRO FORMA ADJUSTMENTS AND ASSUMPTIONS FOR EQUITY OFFERING

 

(j)

To reflect the placement of 3,131,339 shares of common stock at $5.00 to initial investors or their designees less $110,000 of expenses.

 

The following sets forth our computation in determining the number of shares used in basic and diluted earnings per share:

 

CCAC Stockholders			5,750,000
TOG Merger Shares			10,631,400
Escrowed Merger Shares			2,000,000
CCAC Initial Stockholders			3,375,000
Director Shares Issued			59,000
			21,815,400
October 2013 Private Placement Shares			3,131,339
			24,946,739

 

The fair value of the total contingent payments discussed above will be adjusted to reflect the current fair value as of the end of each reporting period. No such fair value adjustments were included in the pro forma income statements.