Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Chanticleer Holdings, Inc. | ' |
Entity Central Index Key | '0001106838 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'HOTR | ' |
Entity Common Stock, Shares Outstanding | ' | 5,309,563 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $213,229 | $1,223,803 |
Restricted cash | 3,000,000 | 0 |
Accounts receivable | 156,235 | 161,073 |
Other receivable | 159,666 | 85,473 |
Inventory | 198,274 | 227,023 |
Due from related parties | 116,305 | 117,899 |
Prepaid expenses | 436,219 | 170,769 |
Assets of discontinued operations | 51,804 | 44,335 |
TOTAL CURRENT ASSETS | 4,331,732 | 2,030,375 |
Property and equipment, net | 5,047,122 | 2,316,146 |
Goodwill | 2,053,946 | 396,487 |
Intangible assets, net | 2,398,919 | 559,832 |
Investments at fair value | 12,062 | 56,949 |
Other investments | 1,970,796 | 2,116,915 |
Deposits and other assets | 213,437 | 169,727 |
TOTAL ASSETS | 16,028,014 | 7,646,431 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Line of credit and notes payable | 625,959 | 236,110 |
Derivative liability | 2,341,500 | 0 |
Accounts payable and accrued expenses | 1,550,827 | 1,108,305 |
Advances from investors | 575,000 | 0 |
Other current liabilities | 105,453 | 361,586 |
Current maturities of capital leases payable | 47,186 | 27,965 |
Deferred rent | 19,561 | 10,825 |
Due to related parties | 12,191 | 13,733 |
Liabilities of discontinued operations | 9,881 | 14,328 |
TOTAL CURRENT LIABILITIES | 5,287,558 | 1,772,852 |
Capital leases, less current maturities | 63,032 | 60,518 |
Convertible note payable, net of debt discount of $2,833,333 | 166,667 | 0 |
Deferred rent | 1,204,999 | 98,448 |
Other liabilities | 100,647 | 186,060 |
TOTAL LIABILITIES | 6,822,903 | 2,117,878 |
Commitments and contingencies (Note 14) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock: $0.0001 par value; authorized 20,000,000 shares; issued and outstanding 4,467,896 and 3,698,896 shares at September 30 2013 and December 31, 2012, respectively | 446 | 370 |
Additional paid in capital | 21,501,399 | 14,898,423 |
Other comprehensive loss | -155,872 | -181,741 |
Accumulated deficit | -12,126,946 | -9,258,697 |
Non-controlling interest | -13,916 | 70,198 |
TOTAL STOCKHOLDERS' EQUITY | 9,205,111 | 5,528,553 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $16,028,014 | $7,646,431 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Net of debt discount convertible note payable (in dollars) | $2,833,333 | $2,833,333 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 4,467,896 | 3,698,896 |
Common stock, shares outstanding | 4,467,896 | 3,698,896 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue: | ' | ' | ' | ' |
Restaurant sales, net | $1,581,245 | $1,710,632 | $4,864,410 | $4,794,250 |
Management fee income - non-affiliates | 25,000 | 25,000 | 75,000 | 75,000 |
Total revenue | 1,606,245 | 1,735,632 | 4,939,410 | 4,869,250 |
Expenses: | ' | ' | ' | ' |
Restaurant cost of sales | 577,299 | 714,551 | 1,840,535 | 2,005,714 |
Restaurant operating expenses | 920,630 | 943,618 | 2,833,035 | 2,636,240 |
Restaurant pre-opening expenses | 7,337 | 125,947 | 17,538 | 190,167 |
General and administrative expenses | 943,632 | 614,980 | 2,294,370 | 1,669,956 |
Depreciation and amortization | 129,126 | 97,883 | 373,226 | 265,068 |
Total expenses | 2,578,024 | 2,496,979 | 7,358,704 | 6,767,145 |
Loss from operations | -971,779 | -761,347 | -2,419,294 | -1,897,895 |
Other income (expense) | ' | ' | ' | ' |
Equity in losses of investments | -13,131 | 33,412 | -46,184 | -10,474 |
Gain on extinguishment of debt | ' | ' | 70,900 | 0 |
Miscellaneous income | 0 | 1,153 | 3,785 | 1,153 |
Change in fair value of derivative liability | -75,900 | 0 | -75,900 | 0 |
Interest expense | -383,595 | -39,583 | -438,941 | -432,795 |
Total other expense | -472,626 | -5,018 | -486,340 | -442,116 |
Loss from continuing operations before income taxes | -1,444,405 | -766,365 | -2,905,634 | -2,340,011 |
Provision for income taxes | 6,019 | 7,997 | 27,216 | 7,997 |
Loss from continuing operations | -1,450,424 | -774,362 | -2,932,850 | -2,348,008 |
Loss from discontinued operations, net of taxes | -4,403 | -18,913 | -19,513 | -124,872 |
Consolidated net loss | -1,454,827 | -793,275 | -2,952,363 | -2,472,880 |
Less: Net loss attributable to non-controlling interest | 31,355 | 53,509 | 84,114 | 185,711 |
Net loss attributable to Chanticleer Holdings, Inc. | -1,423,472 | -739,766 | -2,868,249 | -2,287,169 |
Net loss attributable to Chanticleer Holdings, Inc.: | ' | ' | ' | ' |
Loss from continuing operations | -1,419,069 | -720,853 | -2,848,736 | -2,162,297 |
Loss from discontinued operations | -4,403 | -18,913 | -19,513 | -124,872 |
Net loss attributable to Chanticleer Holdings, Inc. | -1,423,472 | -739,766 | -2,868,249 | -2,287,169 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Unrealized loss on available-for-sale securities (none applies to non-controlling interest) | -7,922 | -26,404 | -44,887 | -264,044 |
Foreign currency translation gain | 15,841 | 46,511 | 70,756 | 45,464 |
Other comprehensive loss | ($1,415,553) | ($719,659) | ($2,842,380) | ($2,505,749) |
Net loss per attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | ' | ' | ' | ' |
Continuing operations attributable to common shareholders, basic and diluted (in dollars per share) | ($0.38) | ($0.19) | ($0.77) | ($1) |
Discontinued operations attributable to common shareholders, basic and diluted (in dollars per share) | $0 | ($0.01) | ($0.01) | ($0.06) |
Income (Loss) from Operations before Extraordinary Items, Per Basic and Diluted Share (in dollars per share) | ($0.38) | ($0.20) | ($0.77) | ($1.06) |
Weighted average shares outstanding, basic and diluted (in shares) | 3,704,526 | 3,698,896 | 3,701,804 | 2,153,148 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2012 | $5,528,553 | $370 | $14,898,423 | ($181,741) | $70,198 | ($9,258,697) |
Balance (in shares) at Dec. 31, 2012 | ' | 3,698,896 | ' | ' | ' | ' |
Common stock issued for: | ' | ' | ' | ' | ' | ' |
Services | 124,720 | 2 | 124,718 | 0 | 0 | 0 |
Services (in shares) | ' | 29,000 | ' | ' | ' | ' |
Purchase of American Roadside Burgers, Inc | 3,611,126 | 74 | 3,611,052 | 0 | 0 | ' |
Purchase of American Roadside Burgers, Inc (in shares) | ' | 740,000 | ' | ' | ' | ' |
Fair value of warrants issued for purchase of American Roadside Burgers, Inc. | 1,710,077 | 0 | 1,710,077 | 0 | 0 | 0 |
Fair value of warrants issued for purchase of American Roadside Burgers, Inc. (in shares) | ' | 0 | ' | ' | ' | ' |
Warrants issued with convertible debt | 884,600 | 0 | 884,600 | 0 | 0 | 0 |
Unrealized loss on available-for-sale securities | -44,887 | 0 | 0 | -44,887 | 0 | 0 |
Amortize warrants | 272,529 | 0 | 272,529 | 0 | 0 | 0 |
Foreign translation gain | 70,756 | ' | ' | 70,756 | ' | ' |
Net loss | -2,952,363 | 0 | 0 | 0 | -84,114 | -2,868,249 |
Balance at Sep. 30, 2013 | $9,205,111 | $446 | $21,501,399 | ($155,872) | ($13,916) | ($12,126,946) |
Balance (in shares) at Sep. 30, 2013 | ' | 4,467,896 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,932,850) | ($2,348,008) |
Less: net loss from discontinued operations | -19,513 | -124,872 |
Net loss from continuing operations | -2,952,363 | -2,472,880 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 373,226 | 265,068 |
Equity in losses of investments | 46,184 | 10,474 |
Amortization of warrants | 272,529 | 120,632 |
Common stock issued for services | 124,720 | 25,606 |
Gain on debt extinguishment | -70,900 | 0 |
Amortization of debt discount | 166,667 | 0 |
Interest expense | 150,200 | 0 |
Change in fair value of derivative liablility | 75,900 | 0 |
Decrease (increase) in accounts and other receivables | 46,427 | -87,586 |
Increase in prepaid expenses and other assets | -108,942 | -178,976 |
Decrease (increase) in inventory | 86,496 | -75,289 |
Increase in accounts payable and accrued expenses | 105,314 | 477,250 |
Increase in deferred rent | 14,670 | 17,315 |
Increase in income taxes payable | 0 | 7,997 |
Repayment (advance) from related parties for working capital | 52 | -89,587 |
Net cash used in operating activities from continuing operations | -1,669,820 | -1,979,976 |
Net cash used in operating activities from discontined operations | -11,917 | -16,007 |
Net cash used in operating activities | -1,681,737 | -1,995,983 |
Cash flows from investing activities: | ' | ' |
Proceeds from non-controlling interests | 0 | 90,000 |
Repayments (purchases) of investments | 98,434 | -1,213,391 |
Restricted cash | -3,000,000 | 0 |
Franchise costs | -75,000 | -210,000 |
Cash acquired from business combination | 53,684 | 0 |
Purchase of property and equipment | -86,919 | -1,169,191 |
Net cash used in investing activities from continuing operations | -3,009,801 | -2,502,582 |
Net cash used in investing activities from discontinued operations | 0 | 0 |
Net cash used in investing activities | -3,009,801 | -2,502,582 |
Cash flows from financing activities: | ' | ' |
Sale of common stock | 0 | 7,051,464 |
Loan proceeds | 3,342,000 | 2,915,000 |
Advances from investors | 575,000 | 0 |
Decrease in other liabilities | -270,646 | -32,313 |
Loan and capital lease repayments | -36,821 | -3,967,747 |
Net cash provided by financing activities from continuing operations | 3,609,533 | 5,966,404 |
Net cash (used in) provided by financing activities from discontinued operations | 0 | 0 |
Net cash provided by financing activities | 3,609,533 | 5,966,404 |
Effect of exchange rate changes on cash | 71,431 | 45,466 |
Net change in cash | -1,010,574 | 1,513,305 |
Cash, beginning of period | 1,223,803 | 165,129 |
Cash, end of period | 213,229 | 1,678,434 |
Supplemental cash flow information: | ' | ' |
Interest | 43,920 | 237,604 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ' | ' |
Convertible notes payable exchanged for common stock | 0 | 1,907,238 |
Purchase of equipment using capital leases | 53,943 | 0 |
Common stock units issued for Hoot limited partner units | 0 | 986,651 |
Common stock and warrants issued to acquire American Roadside Burgers, Inc. (ARB): | ' | ' |
Current assets acquired | 274,211 | 0 |
Property and equipment | 2,948,102 | 0 |
Goodwill | 1,653,016 | 0 |
Trade name/trademark | 1,784,443 | 0 |
Deposits and other assets | 98,035 | 0 |
Liabilities assumed | -1,490,288 | 0 |
Common stock and warrants issued | ($5,321,203) | $0 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | |
Nature of Operations [Text Block] | ' | |
1 | Nature of Business | |
Organization | ||
Chanticleer Holdings, Inc. (the “Company”) was organized October 21, 1999, under its original name, Tulvine Systems, Inc., under the laws of the State of Delaware. The Company previously had limited operations and was considered a development stage company until July 2005. On April 25, 2005, the Company formed a wholly owned subsidiary, Chanticleer Holdings, Inc. On May 2, 2005, Tulvine Systems, Inc. merged with and changed its name to Chanticleer Holdings, Inc. | ||
The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries, Chanticleer Advisors, LLC, (“Advisors”), Avenel Ventures, LLC ("Ventures"), Avenel Financial Services, LLC ("AFS"), Chanticleer Holdings Limited ("CHL"), Chanticleer Holdings Australia Pty, Ltd. (“CHA”), Chanticleer Investment Partners, LLC (“CIP”), DineOut SA Ltd. ("DineOut”), Chanticleer and Shaw Foods (Pty) Ltd. (“C&S”), Kiarabrite (Pty) Ltd (“KPL”), Dimaflo (Pty) Ltd (“DFLO”), Tundraspex (Pty) Ltd (“TPL”), Civisign (Pty) Ltd (“CPL”), Dimalogix (Pty) Ltd (“DLOG”) and American Roadside Burgers, Inc. (“ARB”, see Note 3 for further details) (collectively referred to as “the Company,” “we,” “us,” or “the Companies”). On July 11, 2013, the names of DFLO, CPL and DLOG were changed in South Africa to Hooters Umhlanga (Pty.) Ltd., Hooters CapeTown (Pty.) Ltd., and Hooters Emperors Palace (Pty.) Ltd., respectively. All significant inter-company balances and transactions have been eliminated in consolidation. | ||
Effective May 11, 2012, the Company's common stock was reverse split, 1 share for each 2 shares issued, pursuant to a majority vote of the Company's shareholders. All share references have been adjusted as if the split occurred in all periods presented. | ||
Further detailed information regarding the Company's subsidiaries can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on April 3, 2013. | ||
GENERAL | ||
The accompanying condensed consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated financial statements have not been audited. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the full year. | ||
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2012, which is included in the Company’s Form 10-K. Certain amounts for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations. | ||
LIQUIDITY, Management’s Plans and GOING CONCERN | ||
At September 30, 2013, the Company had current assets of $4,331,732, current liabilities of $5,287,559, and a working capital deficit of $955,827. The Company incurred a loss of $2,868,249 during the nine months ended September 30, 2013 and had an unrealized loss from available-for-sale securities of $44,887 and foreign currency translation gains of $70,756, resulting in a comprehensive loss of $2,842,380. The Company has historically met its liquidity requirements through the sale of equity and debt securities, operations and its revolving credit facility. | ||
The Company's corporate general and administrative expenses averaged approximately $675,000 per quarter in the first six months of 2013, and $944,000 in the third quarter of 2013, and averaged approximately $560,000 per quarter during 2012. In March 2013, the Company closed its investment management business. Effective October 1, 2011, the Company acquired majority control of the restaurants in South Africa and began consolidating these operations. In August 2012, the Company opened a restaurant in Budapest, Hungary, and earns 80% of the operating results with our operating partner earning 20%. The Company also earns 49% of the operating results with our operating partner earning 51% in its Hooters restaurant which was opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. | ||
In addition, the Company has a note with a balance at September 30, 2013 of $231,496 owed to its bank which was originally due on August 10, 2013 and has been extended to October 10, 2018 with monthly principal and interest payments of $4,406. In April 2013, the Company secured a $500,000 line of credit which is due in April 2014. As of September 30, 2013 the balance on the line of credit is $342,000. | ||
The Company also has $3,000,000 of convertible debt and corresponding restricted cash as of September 30, 2013, which is reserved for completion of our purchase of the Hooters Nottingham (United Kingdom) purchase. On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of three million dollars ($3,000,000) in a private offering. The Consortium of investors received 3 year warrants to purchased 300,000 shares of the Company’s common stock at $3.00 per share. The conversion feature of the convertible debt was recorded as a derivative liability. The Company executed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. Due to the timing of the acquisition, the Company has not yet completed its purchase allocation and analysis. Therefore, it is impracticable to provide pro forma information and other required disclosures or further information related to the assets and liabilities acquired at this time. | ||
On September 30, 2013, the Company acquired American Roadside Burgers, Inc. (“ARB”) and entered into an agreement and plan of merger with ARB, whereby the Company acquired 100% of the outstanding shares of ARB. In exchange, the Company issued 740,000 shares of its common stock and warrants to acquire 740,000 shares of common stock for $5 per share. The warrants are exercisable beginning October 1, 2014 until September 30, 2018. The merger agreement provides that Chanticleer Roadside Burgers International, LLC (a single-member LLC, of which the Company is the sole member) shall merge with and into ARB, with ARB continuing as the surviving entity and subsidiary of the Company. | ||
On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the Investors an aggregate of 666,667 Units (the “Units”) at a purchase price of $3.75 per Unit (“Unit Price”). Each Unit consists of (a) one (1) share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (b) one (1) five (5) year warrant, exercisable after twelve (12) months, to purchase one (1) share of common stock at an initial exercise price of five dollars ($5.00) (the “Warrants”). The funds are to be used to expand our restaurant footprint and for general working capital. | ||
The Company employed a placement agent for the purpose of the Private Placement, and has paid to the Placement Agent commissions in the total amount of $150,000 and five (5) year warrants convertible into an aggregate of 40,000 shares. The Company has valued these warrants as part of the raise at approximately $312,000. | ||
On November 4, 2013, the Company entered into a Subscription Agreement with JF Restaurants, LLC (“JFR”), JF Franchising Systems, LLC (“JFFS”), (collectively “Just Fresh”), and the Preferred Members (the “Members” or collectively, the “Sellers”) for the purchase of a fifty one percent (51%) ownership interest in each entity. The total purchase price was $560,000, which included payment of the Sellers’ outstanding debt obligations and reimbursement of several Members for previous debt payments. The final closing is contingent upon the Members’ conversion of all outstanding Member notes and loans into ownership interest, to be held no later than November 20, 2013. With the signing of the Subscription Agreement, Chanticleer paid Sellers’ outstanding debt in the amount of approximately $434,325 towards the purchase consideration. Just Fresh currently operates five restaurants in the Charlotte, North Carolina area that offer fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order sandwiches, salads and soups. | ||
On November 7, 2013, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with three accredited investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 160,000 Units (the “Units”) at a purchase price of $5.00 per Unit (“Unit Price”), closing a $800,000 private placement (the “Private Placement”). The aggregate purchase price we received from the sale of the Units was $800,000. Each Unit consists of (a) one (1) share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (b) one (1) five (5) year warrant to purchase one (1) share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of five dollars and fifty cents ($5.50), while the remaining half (80,000) of the warrants are available at an initial exercise price of seven dollars ($7.00) (the “Warrants”). | ||
The Company employed a placement agent for the purpose of the Private Placement, and has paid to the Placement Agent commissions in the total amount of $32,000 and five (5) year warrants subject to the same terms as those issued under the above transaction, convertible into an aggregate of 6,400 shares of common stock valued at approximately $24,000 using the Black-Scholes model. | ||
The Company’s South African subsidiaries have bank overdraft and term facilities of $206,100. ARB has a term facility with a balance of $52,463.The Company plans to continue to use limited partnerships or other financing vehicles, if necessary, to fund its share of costs for additional Hooters restaurants. | ||
On January 31, 2013, the Company settled outstanding liabilities of approximately $170,000 from a South African bank, previously presented in our consolidated balance sheets in “other liabilities.” Upon making a payment of approximately $99,000, the Company received a release from all other liabilities with this bank, resulting in a total gain on extinguishment of debt of approximately $71,000, which is presented in our financials as other income. | ||
In order to execute the Company’s long-term growth strategy, which may include selected acquisitions of businesses that may bolster the expansion of the Company’s business; the Company will need to raise additional funds through public or private equity offerings, debt financings, or other means. | ||
There is no assurance that these events will occur or the Company will be able to raise sufficient capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. | ||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ' | |
Significant Accounting Policies [Text Block] | ' | |
2 | SIGNIFICANT ACCOUNTING POLICIES | |
There have been no material changes to our significant accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | ||
LOSS PER COMMON SHARE | ||
The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted loss per share, which is based on the weighted-average number of common shares outstanding plus all potentially dilutive shares outstanding. For the nine months ended September 30, 2013 and September 30, 2012, the number of common shares potentially issuable upon the exercise of certain warrants of 6,241,458 and 5,001,458, respectively, have not been included in the computation of diluted LPS since the effect would be antidilutive. Accordingly, no common stock equivalents are included in the loss per share calculations and basic and diluted earnings per share are the same for all periods presented. | ||
TRADE NAME AND TRADEMARK | ||
At acquisition, the Company determined the value of the Trade Name and Trademark based on future cash flows of the acquired business. The Trade Name and Trademark is reviewed for impairment at least annually in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other. The Company performs its annual impairment review of Trade name and Trademark at the end of each fiscal year, and when a triggering event occurs between annual impairment tests. | ||
DERIVATIVE LIABILITIES | ||
In connection with the issuance of a secured convertible promissory note, the terms of the convertible note included an embedded conversion feature; which provided for the settlement of the convertible promissory note into shares of common stock at a rate which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging”. | ||
The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. | ||
The fair value of an embedded conversion option that is convertible into at variable amount of shares are deemed to be a “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. Since, “down-round protection” is not an input into the calculation of the fair value of the conversion option and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes to be materially the same. The Company’s outstanding warrants did not contain any down round protection. | ||
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. | ||
ACQUIRED ASSETS AND ASSUMED LIABILITIES | ||
Pursuant to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the company retrospectively adjusts the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill. | ||
Recent Accounting Pronouncements | ||
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassifed Out of Accumulated Other Income. The standard was intended to improve the reporting of reclassifications out of accumulated other comprehensive income of various components. The amendments in this update was effective for annual and interim periods beginning after December 15, 2012. The adoption of ASC No. 2013-12 did not have a material impact on the Company’s consolidated financial statements. | ||
The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. | ||
There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. At November 11, 2013, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. | ||
ACQUISITION_OF_AMERICAN_ROADSI
ACQUISITION OF AMERICAN ROADSIDE BURGERS, INC. | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||
Business Combination Disclosure [Text Block] | ' | |||||||||||||
3 | ACQUISITION OF AMERICAN ROADSIDE BURGERS, INC. | |||||||||||||
On September 30, 2013, the Company acquired American Roadside Burgers, Inc. (“ARB”) and entered into an agreement and plan of merger with ARB, whereby the Company acquired 100% of the outstanding shares of ARB. In exchange, the Company issued 740,000 shares of its common stock and warrants to acquire 740,000 shares of common stock for $5 per share. The warrants are exercisable beginning October 1, 2014 until September 30, 2018. The merger agreement provides that Chanticleer Roadside Burgers International, LLC (a single-member LLC, of which the Company is the sole member) shall merge with and into ARB, with ARB continuing as the surviving entity and subsidiary of the Company. In connection with this acquisition and the related management team, the Company acquired a strategic opportunity to participate in a high-growth space with an already established brand. The Company’s plan is to continue to expand the American Roadside chain as future opportunities occur, which has the potential to bring additional revenue and profits to the Company in the future. Additionally, the opportunity to work with one of the better restaurant executives in the country is an extremely important step in the Company’s transformation. | ||||||||||||||
The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The consolidated statements of operations will include the results of the ARB operations beginning October 1, 2013. The assets acquired and the liabilities assumed were recorded at September 30, 2013 at estimated fair values as determined by an independent appraisal. A summary of the estimated fair value of assets acquired and liabilities assumed in the acquisition follows: | ||||||||||||||
Consideration Paid: | ||||||||||||||
740,000 shares of common stock | $ | 3,611,126 | ||||||||||||
Five year warrants to purchase 740,000 shares of common stock | 1,710,077 | |||||||||||||
Total Consideration paid | 5,321,203 | |||||||||||||
Current assets, excluding cash | $ | 274,211 | ||||||||||||
Cash | 53,684 | |||||||||||||
Property and equipment | 2,948,102 | |||||||||||||
Goodwill | 1,653,016 | |||||||||||||
Trade name/trademark | 1,784,443 | |||||||||||||
Deposits and other assets | 98,035 | |||||||||||||
Total assets acquired | 6,811,491 | |||||||||||||
Liabilities assumed | -1,490,288 | |||||||||||||
Net assets acquired | $ | 5,321,203 | ||||||||||||
The acquired Trade name/ trademark has been assigned definite lives and are subject to amortization over an estimated 10-year useful life. | ||||||||||||||
The following unaudited pro forma results of operations for the three and nine months ended September 30, 2013 and 2012 assumes that the above acquisition of ARB was made at the beginning of the year prior to the acquisition. The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. | ||||||||||||||
Three months ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net revenues | $ | 2,350,690 | $ | 2,378,324 | $ | 7,135,266 | $ | 6,406,789 | ||||||
Loss from continuing operations | -1,780,355 | -873,222 | -3,791,551 | -2,695,967 | ||||||||||
Loss from discontinued operations | -4,403 | -18,913 | -19,513 | -124,872 | ||||||||||
Loss attributable to non-controlling interest | -31,355 | -53,509 | -84,114 | -185,711 | ||||||||||
Net loss | $ | -1,816,113 | $ | -945,644 | $ | -3,895,178 | $ | -3,006,550 | ||||||
Net loss per share, basic and diluted | $ | -0.49 | $ | -0.26 | $ | -1.05 | $ | -1.4 | ||||||
Weighted average shares outstanding, basic and diluted | 3,704,526 | 3,698,896 | 3,701,804 | 2,153,148 | ||||||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||||||||||||
4 | DISCONTINUED OPERATIONS | |||||||||||||
The Company closed their investment management business on May 1, 2013. A summary of the activity is presented below. | ||||||||||||||
Assets and liabilities from discontinued operations | ||||||||||||||
The Company had assets and liabilities for the periods ended September 30, 2013 and December 31, 2012, which is presented in our balance sheet, as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Cash | $ | 31,924 | $ | 24,471 | ||||||||||
Due from related parties | 19,880 | 19,864 | ||||||||||||
Assets from discontinued operations | $ | 51,804 | $ | 44,335 | ||||||||||
Accounts payable | $ | 9,881 | $ | 14,328 | ||||||||||
Liabilities from discontinued operations | $ | 9,881 | $ | 14,328 | ||||||||||
Net loss from discontinued operations | ||||||||||||||
The Company had a net loss from discontinued operations for the three and nine months ended September 30, 2013 and 2012, which is presented in our statements of operations, as follows: | ||||||||||||||
2013 | 2012 | |||||||||||||
Three months ended | Nine months ended | Three months ended | Nine months ended | |||||||||||
September 30 | September 30 | September 30 | September 30 | |||||||||||
Revenues from Chanticleer Investors II, LLC | $ | - | $ | 61,793 | $ | 31,880 | $ | 38,578 | ||||||
Expenses | 4,403 | 81,306 | 50,793 | 163,450 | ||||||||||
Net loss from discontinued operations | $ | -4,403 | $ | -19,513 | $ | -18,913 | $ | -124,872 | ||||||
Chanticleer Investors II - Chanticleer Advisors, LLC (“Advisors”) acted as the managing general partner and received a management fee based on a percentage of profits. On March 22, 2013, Chanticleer Holdings, Inc. announced its intention to exit the fund management business, which was effectuated May 1, 2013. Advisors resigned as manager of Chanticleer Investors II (“Investors”). Matthew Miller and Joe Koster, two of the prior fund managers, ceased to be employed by Advisors and now manage a new entity, Boyles Asset Management, LLC (“Boyles”), which will continue management of Investors. Mr. Michael Pruitt resigned as one of the portfolio managers. From this arrangement, the Company will have an ongoing economic benefit from this aspect of the business, while eliminating the losses associated with the fund management business. Chanticleer Advisors has failed to produce profits and has resulted in operating losses since inception. | ||||||||||||||
Chanticleer Investment Partners, LLC - Chanticleer Investment Partners, LLC (“CIPs”) was formed as a wholly owned North Carolina limited liability company on September 20, 2011. CIP was formed to manage separate and customized investment accounts for investors. The Company registered CIP as a registered investment advisor so that it could market openly to the public. In March 2013 the Company decided to exit this business and on April 26, 2013 CIP’s status as a registered investment advisor was terminated. | ||||||||||||||
INVESTMENTS
INVESTMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | ' | ||||||||||||||||
5 | INVESTMENTS | ||||||||||||||||
INVESTMENTS AT FAIR VALUE CONSIST OF THE FOLLOWING AT SEPTEMBER 30, 2013 AND DECEMBER 31, 2012. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Available-for-sale investments at fair value | $ | 12,062 | $ | 56,949 | |||||||||||||
Total | $ | 12,062 | $ | 56,949 | |||||||||||||
AVAILABLE-FOR-SALE SECURITIES | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Cost at beginning and end of periods | $ | 263,331 | $ | 263,331 | |||||||||||||
Unrealized loss | -251,269 | -206,382 | |||||||||||||||
Total | $ | 12,062 | $ | 56,949 | |||||||||||||
Activity in our available-for-sale securities may be summarized as follows: | |||||||||||||||||
Our available-for-sale securities consist of the following: | |||||||||||||||||
Unrecognized | Realized | Loss | |||||||||||||||
Holding | Fair | Holding | on | ||||||||||||||
Cost | Losses | Value | Loss | Sale | |||||||||||||
30-Sep-13 | |||||||||||||||||
North Carolina Natural Energy | 1,500 | - | 1,500 | - | - | ||||||||||||
North American Energy | 126,000 | -123,200 | 2,800 | - | - | ||||||||||||
North American Energy | 10,500 | -9,900 | 600 | - | - | ||||||||||||
North American Energy | 125,331 | -118,169 | 7,162 | - | - | ||||||||||||
$ | 263,331 | $ | -251,269 | $ | 12,062 | $ | - | $ | - | ||||||||
31-Dec-12 | |||||||||||||||||
North Carolina Natural Energy | 1,500 | - | 1,500 | - | - | ||||||||||||
North American Energy | 126,000 | -111,300 | 14,700 | - | - | ||||||||||||
North American Energy | 10,500 | -7,350 | 3,150 | - | - | ||||||||||||
North American Energy | 125,331 | -87,732 | 37,599 | - | - | ||||||||||||
$ | 263,331 | $ | -206,382 | $ | 56,949 | $ | - | $ | - | ||||||||
North Carolina Natural Energy, Inc. (“NCNE”) – NCNE is a successor to Remodel Auction Incorporated whose business was discontinued. NCNE has plans to become involved in some form of natural energy. The Company received 100,000,000 shares of NCNE (less than 1% on a fully diluted basis) for management services during 2011. The shares were valued at $1,500 based on NCNE’s valuation as a shell. | |||||||||||||||||
North American Energy Resources, Inc. - During the quarter ended June 30, 2009, the Company exchanged its oil & gas property investments for 700,000 shares of North American Energy Resources, Inc. ("NAEY") which were valued at $126,000 based on the closing price of NAEY on the date of the trade. At September 30, 2013 and December 31, 2012, the stock was $0.004 and $0.02 per share, respectively, and the Company recorded an unrealized loss of $123,200 and $111,300, respectively, based on the Company's determination that the price decline was temporary. | |||||||||||||||||
During the first quarter of 2010, the Company received an additional 150,000 shares of NAEY in exchange for management services. The shares were initially valued at $10,500, based on the trading price at the time. At September 30, 2013 and December 31, 2012, the Company recorded an unrealized loss of $9,900 and $7,350, respectively, based on the market value at the time. | |||||||||||||||||
During June 2011, the Company’s CEO contributed 1,790,440 shares of NAEY to the Company which was valued at $125,331 based on the trading price at the time. Mr. Pruitt did not receive additional compensation as a result of the transfer. At September 30, 2013 and December 31, 2012, the Company recorded an unrealized loss of $118,169 and $87,732, respectively, based on the market value of the securities. | |||||||||||||||||
NAEY appointed a new management team in December 2010 and they are seeking acquisition opportunities for onshore and offshore oil and gas properties. Accordingly, the Company determined that any decline was temporary. | |||||||||||||||||
OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT SEPTEMBER 30, 2013 AND DECEMBER 31, 2012. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Investments accounted for under the equity method | $ | 920,796 | $ | 1,066,915 | |||||||||||||
Investments accounted for under the cost method | 1,050,000 | 1,050,000 | |||||||||||||||
Total | $ | 1,970,796 | $ | 2,116,915 | |||||||||||||
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | |||||||||||||||||
Activity in investments accounted for using the equity method is summarized as follows: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Balance, beginning of year | $ | 1,066,915 | $ | 815,550 | |||||||||||||
Equity in earnings (loss) | -46,184 | -14,803 | |||||||||||||||
Investment fundings (repayments) | -99,935 | 409,543 | |||||||||||||||
Reclassification of investments | - | -143,375 | |||||||||||||||
Balance, end of period | $ | 920,796 | $ | 1,066,915 | |||||||||||||
Equity investments consist of the following at September 30, 2013 and December 31, 2012: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Carrying value: | |||||||||||||||||
Hoot Campbelltown Pty. Ltd. (49%) - Australia | $ | 509,147 | $ | 555,331 | |||||||||||||
Second Hooters location (49%) - Australia | 411,649 | 511,584 | |||||||||||||||
$ | 920,796 | $ | 1,066,915 | ||||||||||||||
Equity in losses from equity investments during the three and nine months ended September 30, 2013 and 2012 follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||
June 30 | September 30 | June 30 | September 30 | ||||||||||||||
Equity in earnings (losses): | |||||||||||||||||
Hoot Campbelltown (49%) | -13,131 | -46,184 | 33,412 | -10,474 | |||||||||||||
$ | -13,131 | $ | -46,184 | $ | 33,412 | $ | -10,474 | ||||||||||
The summarized financial data below includes the Hoot Campbelltown location in Australia, which we owned 49% of at September 30, 2013: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||
30-Jun | 30-Sep | 30-Jun | 30-Sep | ||||||||||||||
Revenue | $ | 562954 | $ | 1767366 | $ | 762634 | $ | 2633418 | |||||||||
Gross profit | 396,108 | 1,306,362 | 546,410 | 1,873,558 | |||||||||||||
Recurring expenses | 422,905 | 1,400,615 | 478,221 | 1,798,320 | |||||||||||||
Pre-opening costs | - | - | - | 96,613 | |||||||||||||
Loss from continuing operations | -26,797 | -94,253 | 68,189 | -21,375 | |||||||||||||
Net loss | -26,797 | -94,253 | 68,189 | -21,375 | |||||||||||||
The summarized balance sheets for the two locations in Australia of which we owned 49% at September 30, 2013 and December 31, 2012 follows: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
ASSETS | |||||||||||||||||
Current assets | $ | 189,277 | $ | 604,147 | |||||||||||||
Non-current assets | 2,583,039 | 2,909,276 | |||||||||||||||
TOTAL ASSETS | $ | 2,772,316 | $ | 3,513,423 | |||||||||||||
LIABILITIES | |||||||||||||||||
Current liabilities | $ | 912,561 | $ | 1,057,911 | |||||||||||||
PARTNER'S EQUITY | 1,859,755 | 2,455,512 | |||||||||||||||
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ | 2,772,316 | $ | 3,513,423 | |||||||||||||
CHA (Hoot Campbelltown Pty. Ltd and Hoot Surfers Paradise Pty. Ltd.) – CHA entered into a partnership with the current local Hooters franchisee in Australia in which CHA will own 49% and its partner owns 51%. The local partner will also manage the restaurants. The first location, Hoot Campbelltown Pty. Ltd. opened in Campbelltown, a suburb of Sydney, in January 2012. A second location in Townsville, is underway with plans to open late in the fourth quarter of 2013 or early in the first quarter of 2014. | |||||||||||||||||
INVESTMENTS ACCOUNTED FOR USING THE COST METHOD | |||||||||||||||||
A summary of the activity in investments accounted for using the cost method follows. | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Investments at cost: | |||||||||||||||||
Balance, beginning of year | $ | 1,050,000 | $ | 766,598 | |||||||||||||
Impairment | - | -16,598 | |||||||||||||||
New investments | - | 300,000 | |||||||||||||||
Total | $ | 1,050,000 | $ | 1,050,000 | |||||||||||||
Investments at cost consist of the following at September 30, 2013 and December 31, 2012: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Chanticleer Investors, LLC | $ | 800,000 | $ | 800,000 | |||||||||||||
Edison Nation LLC (FKA Bouncing Brain | |||||||||||||||||
Productions) | 250,000 | 250,000 | |||||||||||||||
$ | 1,050,000 | $ | 1,050,000 | ||||||||||||||
Chanticleer Investors LLC - The Company sold 1/2 of its investment in Investors LLC in May 2009, which reduced its ownership from 23% to 11.5%. Accordingly, in May 2009, the Company discontinued accounting for this investment using the equity method and began to account for the investment using the cost method. In December 2010, the Company sold an additional $75,000 of its investment at cost. | |||||||||||||||||
On April 18, 2006, the Company formed Investors LLC and sold units for $5,000,000. Investors LLC’s principal asset was a convertible note in the amount of $5,000,000 with Hooters of America, Inc. (“HOA”), collateralized by and convertible into 2% of Hooters common stock. The original note included interest at 6% and was due May 24, 2009. The note was extended until November 24, 2010 and included an increase in the interest rate to 8%. | |||||||||||||||||
The Company owned $1,150,000 (23%) of Investors LLC until May 29, 2009 when it sold 1/2 of its share for $575,000. Under the original arrangement, the Company received 2% of the 6% interest as a management fee ($25,000 quarterly) and 4% interest on its investment ($11,500 quarterly). Under the extended note and revised operating agreement, the Company received a management fee of $6,625 quarterly and interest income of $11,500 quarterly until it was repaid in January 2011. | |||||||||||||||||
On January 24, 2011, Investors LLC and its three partners combined to form HOA Holdings, LLC ("HOA LLC") and completed the acquisition of HOA and Texas Wings, Inc. ("TW"). Together HOA LLC has created an operating company with 161 company-owned locations across sixteen states, or nearly half of all domestic Hooters restaurants and over one-third of the locations worldwide. | |||||||||||||||||
Investors, LLC had a note receivable in the amount of $5,000,000 from HOA that was repaid at closing. Investors LLC then invested $3,550,000 in HOA LLC (approximately 3.1%) ($500,000 of which was the Company's share). One of the investors in Investors LLC that owned a $1,750,000 share is a direct investor in HOA LLC and will now carry its ownership in HOA LLC directly. In July 2012, the Company acquired an additional interest of $300,000, at cost, from one of the partners for cash, which increased our ownership to approximately 22% of Investors LLC as of December 31, 2012. | |||||||||||||||||
Based on the current status of this investment, the Company does not consider the investment to be impaired. | |||||||||||||||||
EE Investors, LLC - On January 26, 2006, we acquired an investment in EE Investors, LLC with cash in the amount of $250,000. We acquired 1,205 units (3.378%) in EE Investors, LLC, whose sole asset is 40% of Edison Nation, LLC (formerly Bouncing Brain Productions, LLC). Edison Nation was formed to provide equity capital for new inventions and help bring them to market. The initial business plan included developing the products and working with manufacturers and marketing organizations to sell the products. This has evolved into a less hands-on program which involves selling products with patents to other larger companies and retaining royalties. Edison Nation has now reached cash flow break-even, and in addition has been retained by a number of companies for which they do product searches to supplement its business. Edison Nation plans to repay the majority of its debt in 2013 and expects to subsequently begin making distributions to its owners. Based on the current status of this investment, the Company does not consider the investment to be impaired. | |||||||||||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
6 | PROPERTY AND EQUIPMENT | |||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
2013 | 2012 | |||||||
Office and computer equipment | $ | 35,076 | $ | 35,076 | ||||
Furniture and fixtures | 47,686 | 47,686 | ||||||
Restaurant furnishings and equipment | 5,915,723 | 2,826,760 | ||||||
5,998,485 | 2,909,522 | |||||||
Accumulated depreciation | -951,363 | -593,376 | ||||||
$ | 5,047,122 | $ | 2,316,146 | |||||
Depreciation expense for the three months ended September 30, 2013 and 2012: | ||||||||
Restaurants | $ | 122,669 | $ | 90,313 | ||||
Other | 1,085 | 2,444 | ||||||
Total | $ | 123,754 | $ | 92,757 | ||||
Depreciation expense for the nine months ended September 30, 2013 and 2012: | ||||||||
Restaurants | $ | 352,963 | $ | 244,722 | ||||
Other | 4,360 | 6,969 | ||||||
Total | $ | 357,323 | $ | 251,691 | ||||
Restaurant furnishings and equipment consists of leasehold improvements, and bar, kitchen and restaurant equipment used in our ten locations opened as of September 30, 2013. Restaurant furnishings and equipment includes capital lease assets from four of our South African restaurants of $195,355 with a net book value of $106,727 and $96,230 at September 30, 2013 and December 31, 2012, respectively. Depreciation expense for capital lease assets was $15,763 and $9,001 for the three months ended September 30, 2013 and 2012, respectively and $43,445 and $25,839 for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets Disclosure [Text Block] | ' | |||||||
7 | INTANGIBLE ASSETS, NET | |||||||
GOODWILL | ||||||||
Goodwill for our acquisition of ARB arose from the excess paid over the fair value of the net assets acquired of $1,653,016 (see acquisition Note 3 for further details). Goodwill for our South African operations arose from the excess paid over the fair value of the net assets acquired for the three operating restaurants effective October 1, 2011 and amounts to $396,487. An evaluation of our South African goodwill was completed effective December 31, 2012 at which time the Company determined that no impairment was necessary. | ||||||||
FRANCHISE COST | ||||||||
Franchise cost for the Company’s Hooters restaurants consists of the following at September 30, 2013 and December 31, 2012. The Company is amortizing these costs from the opening of each restaurant for the 20 year term of the franchise agreement with HOA. | ||||||||
TRADE NAME/TRADEMARK | ||||||||
Trade name/trademark for our acquisition of ARB of $1,784,443 was recorded based on valuation of future cash flows (see acquisition Note 3 for further details). The Company will amortize these costs over an estimated 10-year useful life starting on October 1, 2013. | ||||||||
2013 | 2012 | |||||||
Franchise cost: | ||||||||
South Africa | $ | 433,888 | $ | 358,888 | ||||
Brazil * | 135,000 | 135,000 | ||||||
Hungary | 104,684 | 104,684 | ||||||
673,572 | 598,572 | |||||||
Accumulated amortization | -54,653 | -38,740 | ||||||
Intangible assets, net | $ | 618,919 | $ | 559,832 | ||||
Three months ended September 30, 2013 and 2012: | ||||||||
Amortization expense | $ | 5,372 | $ | 5,116 | ||||
Nine months ended September 30, 2013 and 2012: | ||||||||
Amortization expense | $ | 15,903 | $ | 13,377 | ||||
Amortization for franchise costs are as follows: | ||||||||
September 30, | Amount | |||||||
2013 | $ | 23,179 | ||||||
2014 | 23,179 | |||||||
2015 | 23,179 | |||||||
2016 | 23,179 | |||||||
2017 | 23,179 | |||||||
Thereafter | 293,024 | |||||||
Totals | $ | 408,919 | ||||||
* The Brazil franchise cost and $75,000 of the fifth South Africa franchise cost are not being amortized until the opening of the restaurants. | ||||||||
LINE_OF_CREDIT_AND_NOTES_PAYAB
LINE OF CREDIT AND NOTES PAYABLE | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
8 | LINE OF CREDIT AND NOTES PAYABLE | |||||||
Line of credit and notes payable are summarized as follows. | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Line of credit to a bank, expires April 10, 2014, interest rate of Wall St. Journal Prime (currently 3.25%) plus 1%, floor rate of 5%. | $ | 342,000 | $ | - | ||||
Note payable to a bank, matures August 5, 2014, interest rate of Wall St. Journal Prime (currently 3.25%) plus 1%. | 52,463 | $ | - | |||||
Note payable to a bank due in monthly installments of $1,739 including interest at Wall Street Journal Prime + 1% (minimum of 5.5%); remaining balance due October 10, 2018; collateralized by substantially all of the Company's | 231,496 | 236,110 | ||||||
assets and guaranteed by Mr. Pruitt | ||||||||
Total | $ | 625,959 | $ | 236,110 | ||||
On April 11, 2013, the Company and Paragon Commercial Bank (“Paragon”) entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for an additional $500,000 revolving credit facility with a one (1) year term from the Closing Date. This increases the Company’s obligation to Paragon to a total of approximately $730,000, which includes a prior note payable’s current outstanding balance of approximately $230,000. The Credit Agreement is available to be drawn at the Company’s discretion to finance investments in new business ventures and for the Company’s general corporate working capital requirements in the ordinary course of business. The note payable originally matured on August 10, 2013 and on November 4, 2013 the note was extended to October 10, 2018 with monthly principal and interest payments of $4,406, whereas the new credit facility expires on April 10, 2014. | ||||||||
Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journal’s prime plus rate (currently 3.25%) plus 1.00%. All unpaid principal and interest are due one (1) year after the Closing Date. Any borrowings are secured by a lien on all of the Company’s assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Company’s Chief Executive Officer. | ||||||||
ARB entered into a term note with TD Bank in 2008 for $300,000, which has a maturity date of August 4, 2014 The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%), and the monthly principal and interest payments is $4,836, subject to adjustment by TD Bank, except for the last payment which shall be the unpaid balance at maturity The term note is personally guaranteed by two former shareholders of ARB and TD Bank has a first lien on all assets. | ||||||||
RESTRICTED_CASH
RESTRICTED CASH | 9 Months Ended | |
Sep. 30, 2013 | ||
Restricted cash and advances from investors [Abstract] | ' | |
Restricted cash and advances from investors [Text Block] | ' | |
9 | restricted cash | |
During June, 2013, certain investors advanced the Company $2,750,000 (and an additional $250,000 was received during July 2013). The Company finalized documentation with the investors on August 2, 2013. These funds are restricted (and are presented in the condensed consolidated balance sheets as restricted cash in our current assets) and are to be used on the Hooters Nottingham purchase. On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of three million dollars ($3,000,000) in a private offering. The Company executed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. | ||
OTHER_LIABILITIES
OTHER LIABILITIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Bank Overdraft and Term Facilities [Text Block] | ' | |||||||
10 | OTHER LIABILITIES | |||||||
Other liabilities, which consist of bank overdraft and term facilities at September 30, 2013 and December 31, 2012 are associated with the South African Operations and consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Bank overdraft facilities (1) | $ | 62,520 | $ | 254,251 | ||||
Term facility (2) | - | 112,950 | ||||||
Term facility (3) | 143,580 | 180,445 | ||||||
206,100 | 547,646 | |||||||
Other liabilities | 100,647 | 186,060 | ||||||
Other current liabilities | $ | 105,453 | $ | 361,586 | ||||
During April 2013, the above overdraft facilities and term facilities were renegotiated. | ||||||||
-1 | Bank overdraft facilities have a total maximum facility of approximately $180,000. The interest rate as of September 30, 2013 is 3%. The facilities are reviewed annually and are payable on demand. Concurrently with the January 31, 2013 mentioned in (2) below, the Company was released from a facility totaling $56,529, and a $56,529 gain on settlement of debt was recognized in the first quarter of 2013. | |||||||
-2 | Term facility is payable on demand and the facility is secured by certain assets of one of the Company’s shareholders. After ongoing negotiations between the bank and the Company, on January 31, 2013, $98,579 was paid in full satisfaction of the facility, resulting in a gain on settlement of debt of $14,371 which was recognized in the first quarter of 2013. | |||||||
-3 | The monthly payments of principal and interests of the term facility total approximately $5,000 and have been made for the period from October 1, 2011 through September 2013. The interest rate at September 30, 2013 is 9.5%. The maturity date on the term facility is June 14, 2016. | |||||||
CAPITAL_LEASES_PAYABLE
CAPITAL LEASES PAYABLE | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Capital Lease Obligations [Abstract] | ' | |||||||
Capital Lease Obligations [Text Block] | ' | |||||||
11 | capital leaseS payable | |||||||
Capital leases payable at September 30, 2013 and December 31, 2012 is associated with the South African Operations and consists of the following. | ||||||||
2013 | 2012 | |||||||
Capital lease payable, due in 49 monthly installments of $1,081, including interest at 10%, through April 2016 | $ | 30,431 | $ | 38,548 | ||||
Capital lease payable, due in 32 monthly insallments of $800 including interest at 10%, through November 2014 | 10,847 | 17,183 | ||||||
Capital lease payable, due in 34 monthly installments of $1,560, including interest at 11.5%, through July 2016 | 51,408 | - | ||||||
Capital lease payable, due in 14 monthly installments of $1,470, including interest at 10%, through May 2013 | - | 7,389 | ||||||
Capital lease payable, due in 36 monthly installments of $1,022, including interest at 10%, through February 2015 | 17,532 | 25,363 | ||||||
Total capital leases payable | 110,218 | 88,483 | ||||||
Current maturities | 47,186 | 27,965 | ||||||
Capital leases payable, less current maturities | $ | 63,032 | $ | 60,518 | ||||
The capital leases cover point of sale and other equipment for four of the South African restaurants. Annual requirements for capital lease obligations are as follows: | ||||||||
September 30, | Amount | |||||||
2014 | $ | 54,608 | ||||||
2015 | 40,051 | |||||||
2016 | 24,509 | |||||||
Total minimum lease payments | 119,168 | |||||||
Less: amount representing interest | -8,950 | |||||||
Present Value of Net Minimum Lease Payments | $ | 110,218 | ||||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Convertible Notes Payable [Abstract] | ' | ||||
Convertible Notes Payable Disclosure Text block [Text Block] | ' | ||||
12 | cONVERTIBLE NOTEs PAYABLE | ||||
On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of three million dollars ($3,000,000) in a private offering. The funding from the private offering is being used exclusively for the acquisition of the Nottingham, England Hooters restaurant location. The funding from the private offering is being used exclusively for the acquisition of the Nottingham, England Hooters restaurant location (acquisition detailed below). The Notes have the following principal terms: | |||||
· | the principal amount of the Note shall be repaid within thirty six (36) months of the issuance date at a non-compounded six percent (6%) interest rate per annum; | ||||
· | the Note holders shall receive ten percent (10%), pro rata, of the net profit of the Nottingham, England Hooters restaurant, paid quarterly for the life of the location, and ten percent (10%) of the net proceeds should the location be sold; | ||||
· | the consortium of investors received a total of three hundred thousand (300,000) three (3) year warrants, exercisable at three dollars ($3.00) per share; | ||||
· | the Note holder may convert his or her Note into shares of the Company’s common stock (at ninety percent (90%) of the average closing price ten (10) days prior to conversion, unless a public offering is pending at the time of the conversion notice, which would result in the conversion price being the same price as the offering). The conversion price is subject to a floor of one dollar ($1 USD) per share; | ||||
· | the Note holder has the right to redeem the Note for a period of sixty (60) days following the eighteen (18) month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen (18) months after the issuance of the Note. In connection with the issuance of the Note, the Company also issued warrants for the purchase of 300,000 shares of the Company's common stock at an exercise price of $3.00 per share through August 2, 2016. | ||||
The Company executed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. | |||||
The fair value of the embedded conversion feature and the warrants, $2,265,600 and $884,600, respectively, aggregated $3,150,200. Consequently, upon issuance of the Note, a debt discount of $3,000,000 was recorded and the difference of $150,200, representing the fair value of the conversion feature and the warrants in excess of the debt discount, was immediately charged to interest expense. The debt discount will be amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations. | |||||
The fair value of the embedded conversion feature and the warrants was estimated using the Black-Scholes option-pricing model. Key assumptions used to apply this pricing model during the three months ended September 31, 2013 were as follows: | |||||
Risk-free interest rate | 0.006 | % | |||
Expected life of warrants | 3 years | ||||
Expected volatility of underlying stock | 109.55 | % | |||
The expected stock price volatility for the Company’s stock options was determined by the historical volatilities for the Company’s stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. | |||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |
Sep. 30, 2013 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity Note Disclosure [Text Block] | ' | |
13 | Stockholders’ Equity | |
The Company has 20,000,000 shares of its $0.0001 par value common stock authorized at both September 30, 2013 and December 31, 2012, and has 4,467,896 shares issued and outstanding at September 30, 2013 and 3,698,896 shares issued and outstanding at December 31, 2012. There are no options outstanding. | ||
Effective May 11, 2012, the Company's common stock was reverse split, 1 share for each 2 shares issued, pursuant to a majority vote of the Company's shareholders. All share references have been adjusted as if the split occurred in to all periods presented. | ||
2013 Transactions | ||
On April 22, 2013, the Company issued 4,000 shares of the Company’s common stock in exchange for investor relations services to be performed over a 12 month period, valued at $7,720. On July 31, 2013, the Company terminated the service agreement, the Company will expense a total of $3,217 for the five month period of the agreement ($2,576 has been expensed through September 30, 2013). | ||
On June 18, 2013, the Company issued two warrants to purchase common stock as a retainer for services provided for a six month agreement. The first warrant was in the amount of 100,000 shares, with an exercise price of $3.25 per share. The second warrant was in the amount of 100,000 shares and will have an exercise price of $5.25 per share. The warrants have a maturity of five years. The warrants were valued using Black-Scholes at $298,678. This amount will be amortized to consulting expense over the six month term of the agreement. The amortized expense of the warrants for the three and nine months ended September 30, 2013 is $49,780 and $149,340, respectively. | ||
In September 2013, the Company issued 25,000 shares of common stock valued at $117,000 for services for a five month agreement. The Company has expensed $23,400, representing one month in the third quarter and will expense the remainder over the next four months. | ||
On September 30, 2013, the Company closed the purchase of ARB and issued 740,000 units which consisted of one share of common stock and one common stock warrant valued at $3,611,126 and $1,710,077, respectively. | ||
2012 Transactions | ||
On May 8, 2012, the Company issued 5,000 shares of its common stock in exchange for services to be performed over a six month period and valued at $32,400. | ||
EQUITY RAISE | ||
The Company filed a Form S-1 Registration Statement under the Securities Act of 1933 which was declared effective on June 21, 2012. The Company issued 2,444,450 units at $4.50 per unit, consisting of one share of Common Stock and one five year redeemable warrant (redeemable at the Company’s option) exercisable at $5.00 per share for an issuance value of $11 million (net $7.2 million). The issuance of shares included shares issued upon the conversion of notes payable and accrued interest of approximately $1.9 million and shares issued for the purchase of a percentage of the Hoot SA non-controlling interest of approximately $1.0 million. | ||
During August 2012, treasury stock shares of 256,615 were cancelled and returned to the Company. | ||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions Disclosure [Text Block] | ' | |||||||
14 | RELATED PARTY TRANSACTIONS | |||||||
Due to related parties | ||||||||
The Company has received non-interest bearing loans and advances from related parties. The amounts owed by the Company as of September 30, 2013 and December 31, 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Hoot SA I, LLC | $ | 12,191 | $ | 12,191 | ||||
Chanticleer Investors, LLC | - | 1,542 | ||||||
$ | 12,191 | $ | 13,733 | |||||
Due from related parties | ||||||||
The Company has earned income from and made advances to related parties. The amounts owed to the Company at September 30, 2013 and December 31, 2012 is as follows: | ||||||||
2013 | 2012 | |||||||
Chanticleer Dividend Fund, Inc. | $ | 69,281 | $ | 74,281 | ||||
Chanticleer Investors, LLC | 1,207 | - | ||||||
Hoot SA II, III, IV LLC | 45,817 | 43,618 | ||||||
$ | 116,305 | $ | 117,899 | |||||
Chanticleer Investors LLC | ||||||||
Investors LLC collected its note receivable and reinvested $3,550,000 in HOA LLC (See Note 4). There was no management income from Investors LLC in the three and nine months ended September 30, 2013 or 2012. | ||||||||
Chanticleer Investors II LLC | ||||||||
The Company managed Investors II and earned management income in the three and nine months ended September 30, 2013 of zero and $61,793, respectively and $31,880 and $38,578 in the three and nine months ended September 30, 2012, respectively. The Company discontinued management of Investors II during the second quarter of 2013. | ||||||||
Chanticleer Dividend Fund, Inc. ("CDF") | ||||||||
On November 10, 2010 the Company formed CDF under the general corporation laws of the State of Maryland. CDF filed a registration statement under Form N-2 to register as a non-diversified, closed-end investment company in January 2011. The Company plans to have a role in management of CDF when its registration statement becomes effective. CDF continues to look for opportunities to use the entity, including for growth capital in the restaurant industry. | ||||||||
Hoot SA, LLC; Hoot SA II, LLC; Hoot SA III, LLC and Hoot SA IV, LLC | ||||||||
The Hoot partnerships were formed to help finance the first four Hooters restaurants in South Africa. | ||||||||
North American Energy Resources, Inc. ("NAEY") | ||||||||
The Company's CEO became CEO and a director of NAEY during 2010 and the Company received 150,000 common shares for management services. The shares were valued at $10,500, based on the trading price of NAEY at the time. The Company's CEO resigned as CEO of NAEY in December 2010 and remains a director. During June 2011, the Company’s CEO contributed 1,790,440 shares of NAEY to the Company which was valued at $125,331 based on the trading price at the time. Mr. Pruitt did not receive additional compensation as a result of the transfer. | ||||||||
Avenel Financial Group, Inc. | ||||||||
Avenel Financial Group, Inc. is a company owned by Mr. Pruitt. Advances previously made to the Company were repaid during 2011. Avenel Financial Group, Inc. invested as a limited partner in the South African Hooters locations. Avenel Financial Group, Inc. invested $14,000, $12,500, and $25,000 in the Durban, Johannesburg, and Cape Town locations, respectively, and is entitled to receive approximately 0.4%, 0.3%, and 0.58%, respectively, of the net profits after taxation (“SA Profits”) of each of the locations after payout. As of September 30, 2013, Avenel Financial Group, Inc. has received an aggregate of $6,441 in SA Profits and $49,816 in return of investment under the same terms as the other limited partners. | ||||||||
SEGMENTS_OF_BUSINESS
SEGMENTS OF BUSINESS | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Segment Reporting [Abstract] | ' | ||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||
15 | SEGMENTS OF BUSINESS | ||||||||||
The Company is organized into two segments. | |||||||||||
Management and consulting services ("Management") | |||||||||||
The Company provides management and consulting services for small companies which are generally seeking to become publicly traded. The Company also provides management and investment services for Investors LLC, Investors II and other unaffiliated companies. On March 22, 2013, Chanticleer Holdings, Inc. announced its intention to exit the fund management business. Chanticleer Advisors, LLC (“Advisors”) resigned as manager of Chanticleer Investors II (“Investors”), effective May 1, 2013. Matthew Miller and Joe Koster, two of the current fund managers, ceased to be employed by Advisors and will manage a new entity, Boyles Asset Management, LLC (“Boyles”), which will continue management of Investors, Mr. Michael Pruitt resigned as one of the portfolio managers. From this arrangement, the Company will have an ongoing economic benefit from this aspect of the business, while eliminating the losses associated with the fund management business. Chanticleer Advisors has failed to produce profits and has produced operating losses since inception. Also based on the exit from the fund management business, on April 26, 2013 the Company’s subsidiary Chanticleer Investment Partners’ status as an investment advisor was terminated. | |||||||||||
Operation of restaurants ("Restaurants") | |||||||||||
At September 30, 2013, the Company has majority ownership of four restaurants and a management company in South Africa and one restaurant in Hungary which opened in August 2012. In South Africa, the fourth restaurant opened in February 2012 and a fifth restaurant is under construction and expected to open late in the fourth quarter of 2013. Effective September 30, 2013, the Company entered into an agreement and plan of merger with American Roadside Burgers, Inc. (“ARB”), whereby the Company acquired 100% of the outstanding shares of ARB. ARB currently operates five restaurants, 1 in Smithtown, New York, 2 in Charlotte, North Carolina, and 2 in South Carolina. At September 30, 2013, the Company has 49% ownership of two restaurants in Australia, one of which opened in January 2012 and the second is under construction and expected to open late in the fourth quarter of 2013 or early in the first quarter of 2014. The operations in Australia are accounted for using the equity method. The Company has also begun activity in Brazil and signed for the acquisition of the Hooters in Nottingham, England on November 6, 2013 and began operating the restaurant on November 7, 2013. | |||||||||||
Financial information regarding the Company's segments is as follows for the three and nine months ended September 30, 2013 and 2012. | |||||||||||
Three months ended September 30, 2013 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 25,000 | $ | 1,581,245 | $ | 1,606,245 | |||||
Interest expense | $ | 377,978 | $ | 5,617 | $ | 383,595 | |||||
Depreciation and amortization | $ | 1,085 | $ | 128,041 | $ | 129,126 | |||||
Loss from continuing operations | $ | -1,251,160 | $ | -199,264 | $ | -1,450,424 | |||||
Loss from discontinued operations | -4,403 | ||||||||||
Non-controlling interest | 31,355 | ||||||||||
Net loss | $ | -1,423,472 | |||||||||
Three months ended September 30, 2012 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 25,000 | $ | 1,710,632 | $ | 1,735,632 | |||||
Interest expense | $ | 28,097 | $ | 11,486 | $ | 39,583 | |||||
Depreciation and amortization | $ | 2,444 | $ | 95,439 | $ | 97,883 | |||||
Loss from continuing operations | $ | -492,334 | $ | -282,028 | $ | -774,362 | |||||
Loss from discontinued operations | -18,913 | ||||||||||
Non-controlling interest | 53,509 | ||||||||||
Net loss | $ | -739,766 | |||||||||
Nine months ended September 30, 2013 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 75,000 | $ | 4,864,410 | $ | 4,939,410 | |||||
Interest expense | $ | 410,834 | $ | 28,107 | $ | 438,941 | |||||
Depreciation and amortization | $ | 4,360 | $ | 368,866 | $ | 373,226 | |||||
Loss from continuing operations | $ | -2,363,459 | $ | -569,391 | $ | -2,932,850 | |||||
Loss from discontinued operations | -19,513 | ||||||||||
Non-controlling interest | 84,114 | ||||||||||
$ | -2,868,249 | ||||||||||
Assets | $ | 5,046,476 | $ | 9,919,476 | $ | 14,965,952 | |||||
Non-restaurant investments | 1,062,062 | ||||||||||
Total assets | $ | 16,028,014 | |||||||||
Liabilities | $ | 3,970,112 | $ | 2,852,791 | $ | 6,822,903 | |||||
Expenditures for non-current assets | $ | - | $ | 215,861 | $ | 215,861 | |||||
Nine months ended September 30, 2012 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 75,000 | $ | 4,794,250 | $ | 4,869,250 | |||||
Interest expense | $ | 165,602 | $ | 267,193 | $ | 432,795 | |||||
Depreciation and amortization | $ | 6,969 | $ | 258,099 | $ | 265,068 | |||||
Loss from continuing operations | $ | -1,410,843 | $ | -937,165 | $ | -2,348,008 | |||||
Loss from discontinued operations | -124,872 | ||||||||||
Non-controlling interest | 185,711 | ||||||||||
Net loss | $ | -2,287,169 | |||||||||
Assets | $ | 3,250,439 | $ | 3,897,704 | $ | 7,148,143 | |||||
Non-restaurant investments | 1,104,309 | ||||||||||
Total assets | $ | 8,252,452 | |||||||||
Liabilities | $ | 407,935 | $ | 1,429,069 | $ | 1,837,004 | |||||
Expenditures for non-current assets | $ | 1,346 | $ | 1,167,845 | $ | 1,169,191 | |||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||||||
16 | COMMITMENTS AND CONTINGENCIES | ||||||||||||||
Effective August 1, 2010, the Company extended its office lease agreement for its office for a term of one year with monthly lease payments of $2,100. Since August 1, 2011, the office lease continues at the same rate on a month-to-month basis. On July 1, 2012, the Company signed a one year office lease agreement for a satellite office in Florida for one year at a monthly rate of $800; the lease was not renewed upon its expiration in June 30, 2013. | |||||||||||||||
The Company leases the land and buildings for its five restaurants in South Africa (one of which is under construction with planned opening in December 2013), five ARB restaurants and one restaurant in Hungary through its subsidiaries. The South Africa leases are for five year terms, the ARB leases range from 10 to 15 years and the Hungary lease is for a 10 year term and include options to extend the terms. We lease some of our restaurant facilities under “triple net” leases that require us to pay minimum rent, real estate taxes, maintenance costs and insurance premiums and, in some instances, percentage rent based on sales in excess of specified amounts. | |||||||||||||||
Rent obligations for our eleven (one in South Africa is under construction with planned opening in December 2013) restaurants are presented below: | |||||||||||||||
Years ended September 30, | |||||||||||||||
2014 | $ | 1,078,121 | |||||||||||||
2015 | 1,085,188 | ||||||||||||||
2016 | 1,057,710 | ||||||||||||||
2017 | 753,539 | ||||||||||||||
thereafter | 3,998,379 | ||||||||||||||
Totals | $ | 7,972,937 | |||||||||||||
Rent expense for the three and nine months ended September 30, 2013 and September 30, 2012 was as follows: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
Segment: | 2013 | 2012 | 2013 | 2012 | |||||||||||
Restaurants (1) | $ | 158,627 | $ | 145,850 | $ | 507,653 | $ | 499,374 | |||||||
Management (2) | 9,730 | 12,265 | 27,133 | 25,315 | |||||||||||
Totals | $ | 168,357 | $ | 158,115 | $ | 534,786 | $ | 524,689 | |||||||
(1) Included in restaurant operating expenses of the Consolidated Statement of Operations | |||||||||||||||
(2) Included in general and administrative expenses of the Consolidated Statement of Operations | |||||||||||||||
On October 12, 2012, Francis Howard (“Howard”), individually and on behalf of all others similarly situated, filed a lawsuit against Chanticleer Holdings, Inc. (the “Company”), Michael D. Pruitt, Eric S. Lederer, Michael Carroll, Paul I. Moskowitz, Keith Johnson (The “Individual Defendants”), Merriman Capital, Inc., Dawson James Securities, Inc. (The “Underwriter Defendants”), and Creason & Associates P.L.L.C. (The “Auditor Defendant”), in the U.S. District Court for the Southern District of Florida. The class action lawsuit alleges violations of Section 11 of the Securities Act against all Defendants, violations of Section 12(a)(2) of the Securities Act against only the Underwriter Defendants, and violations of Section 15 against the Individual Defendants. Howard seeks unspecified damages, reasonable costs and expenses incurred in this action, and such other and further relief as the Court deems just and proper. On October 31, 2012, the Company and the Individual Defendants retained Stanley Wakshlag at Kenny Nachwalter, P.A. to represent them in this litigation. On December 12, 2012, Howard filed a Motion to appoint himself Lead Plaintiff and to Approve his selection of The Rosen Law Firm, P.A. as his Counsel. An Order appointing Francis Howard and the Rosen Law Firm as lead Plaintiff and lead Plaintiff’s Counsel was entered on January 4, 2013. On February 19, 2013, Plaintiff filed an Amended Complaint alleging similar claims to those previously asserted. On May 20, 2013, the Plaintiff filed a Notice of Voluntary Dismissal without prejudice of Defendants Dawson James Securities, Inc. and Merriman Capital, Inc. On September 17, 2013, Judge Cohn denied the Defendants’ Motions to Dismiss and ordered that Defendants file Answers to Plaintiff’s Amended Class Action Complaint by October 8, 2013, and that the trial be set for the two-week period commencing May 12, 2014 at 9:00 a.m. The Company and Individual Defendants filed an Answer to Plaintiff’s Amended Class Action Complaint on October 7, 2013. A Scheduling Order was entered on October 8, 2013 after a Scheduling Conference was held, whereby a timeframe was set for Disclosures, Mediation, Joinder of Parties and Amendment of Pleadings, Discovery, and Pre-Trial Motions. The parties have made initial disclosures, and document requests and interrogatories have been served. The Company has and will continue to vigorously defend itself in this matter. | |||||||||||||||
On March 26, 2013, our South African operations received Notice of Motion filed in the Kwazulu-Natal High Court, Durban, Republic of South Africa, filed against Rolalor (PTY) LTD (“Rolalor”) and Labyrinth Trading 18 (PTY) LTD (“Labyrinth”) by Jennifer Catherine Mary Shaw (“Shaw”). Rolalor and Labyrinth were the original entities formed to operate the Johannesburg and Durban locations, respectively. On September 9, 2011, the assets and the then-disclosed liabilities of these entities were transferred to Tundraspex (PTY) LTD (“Tundraspex”) and Dimaflo (PTY) LTD (“Dimaflo”), respectively. The current entities, Tundraspex and Dimaflo are not parties in the lawsuit. Shaw is requesting that the Respondents, Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $442,189). The Company has and will continue to vigorously defend itself in this matter. | |||||||||||||||
On April 1, 2013, the Company received a subpoena from the Securities and Exchange Commission seeking information regarding our South African entities’ previous accounting issues. The Company responded as required by the due date of April 30, 2013 and intends to otherwise comply as required. | |||||||||||||||
The Company has engaged outside South African tax experts in September 2012 to assist with compliance with Value Added Tax (VAT), payroll taxes, and income taxes at all of its South Africa entities. A voluntary disclosure agreement has been submitted and the Company has negotiated with the South African governmental agency (“SARS”) on one of our entities and is awaiting contact from the SARS on the others. As of September 30, 2013, $384,245 has been accrued and is included in accounts payable and accrued expenses in our condensed consolidated balance sheet. On November 4, 2013, the Company settled one of our South African subsidiary’s tax debts for approximately $50,000. | |||||||||||||||
In connection with the acquisition of the business as described in Note 3 (whereby, on October 1, 2011, Rolalor (Pty.) Ltd., Almenta 177 (Pty.) Ltd. and Labyrinth Trading (Pty.) Ltd. transferred their respective net assets to the newly formed entities controlled by the Company), the Company believes the purchase and sale with the seller was accomplished in accordance with the laws and regulations of the taxing authorities in South Africa. However, there can be no absolute assurance as to whether the business acquired continues to have any outstanding tax and regulatory filing requirements, as well as whether the local authorities could seek to recover any unpaid taxes or other amounts due from the Company, its shareholders or others. The Company is not aware of any existing obligations that remain outstanding for which the Company may be required to settle. In connection with acquiring the net assets of the business, the Company may be entitled to be reimbursed by the seller for any pre-acquisition obligations of the business that may arise, post-acquisition. | |||||||||||||||
In addition, the Company’s South African subsidiaries have not filed certain corporate income tax returns for previous years, which could potentially result in penalties upon filing these returns. | |||||||||||||||
DISCLOSURES_ABOUT_FAIR_VALUE
DISCLOSURES ABOUT FAIR VALUE | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
17 | DISCLOSURES ABOUT FAIR VALUE | |||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels. | ||||||||||||||
Fair Value Measurement Using | ||||||||||||||
Quoted prices | ||||||||||||||
in active | Significant | |||||||||||||
markets of | other | Significant | ||||||||||||
identical | observable | Unobservable | ||||||||||||
Recorded | assets | inputs | Inputs | |||||||||||
value | (Level 1) | (Level 2) | (Level 3) | |||||||||||
30-Sep-13 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 12,062 | $ | 10,562 | $ | 1,500 | $ | - | ||||||
Liabilities: | ||||||||||||||
Derivative liability | $ | 2,341,500 | $ | - | $ | - | $ | 2,341,500 | ||||||
31-Dec-12 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 56,949 | $ | 55,449 | $ | 1,500 | $ | - | ||||||
At September 30, 2013 and December 31, 2012, the Company's available-for-sale equity securities were valued using Level 1 and Level 2 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access. Level 2 inputs are based on quoted prices for similar assets other than quoted prices in Level 1, quoted prices in markets that are not yet active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets. | ||||||||||||||
The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within level 3 of the valuation hierarchy | ||||||||||||||
Certain assets are not carried at fair value on a recurring basis, including investments accounted for under the equity and cost methods. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the consolidated financial statements. | ||||||||||||||
See Note 4 for further details of the Company's investments. | ||||||||||||||
The following provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the nine months ended September 30, 2013. | ||||||||||||||
Balance, January 1, 2013 | $ | - | ||||||||||||
Change in fair value of derivative liability | 75,900 | |||||||||||||
Included in debt discount | 2,115,400 | |||||||||||||
Included in interest expense | 150,200 | |||||||||||||
Balance, September 30, 2013 | $ | 2,341,500 | ||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | |
Sep. 30, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
18 | SUBSEQUENT EVENTS | |
On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the Investors an aggregate of 666,667 Units (the “Units”) at a purchase price of $3.75 per Unit (“Unit Price”). Each Unit consists of (a) one (1) share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (b) one (1) five (5) year warrant, exercisable after twelve (12) months, to purchase one (1) share of common stock at an initial exercise price of five dollars ($5.00) (the “Warrants”). | ||
The Company employed a placement agent for the purpose of the Private Placement, and has paid to the Placement Agent commissions in the total amount of $150,000 and five (5) year warrants convertible into an aggregate of 40,000 shares valued at approximately $312,000 using the Black-Scholes model. | ||
During October 2013, 15,000 common stock shares valued at $62,500 were issued for services. | ||
On November 4, 2013, Chanticleer Holdings, Inc., (the “Company”) entered into a Subscription Agreement with JF Restaurants, LLC (“JFR”), JF Franchising Systems, LLC (“JFFS”) (collectively “Just Fresh”), and the Preferred Members (the “Members” or collectively, the “Sellers”) for the purchase of a fifty one percent (51%) ownership interest in each entity. The total purchase price was $560,000, which included payment of the Sellers’ outstanding debt obligations and reimbursement of several Members for previous debt payments. The final closing is contingent upon the Members’ conversion of all outstanding Member notes and loans into ownership interest, to be held no later than November 20, 2013. With the signing of the Subscription Agreement, Chanticleer paid Sellers’ outstanding debt in the amount of approximately $434,325 towards the purchase consideration. Just Fresh currently operates five restaurants in the Charlotte, North Carolina area that offer fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order sandwiches, salads and soups(see www.justfresh.com for further details). | ||
On November 7, 2013, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with three accredited investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 160,000 Units (the “Units”) at a purchase price of $5.00 per Unit (“Unit Price”), closing a $800,000 private placement (the “Private Placement”). The aggregate purchase price we received from the sale of the Units was $800,000. Each Unit consists of (a) one (1) share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (b) one (1) five (5) year warrant to purchase one (1) share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of five dollars and fifty cents ($5.50), while the remaining half (80,000) of the warrants are available at an initial exercise price of seven dollars ($7.00) (the “Warrants”). | ||
The Company employed a placement agent for the purpose of the Private Placement, and has paid to the Placement Agent commissions in the total amount of $32,000 and five (5) year warrants subject to the same terms as those issued under the above transaction, convertible into an aggregate of 6,400 shares of common stock. | ||
On November 6, 2013 the Company executed final documents for the purchase of its previously announced acquisition of the Hooters Nottingham location in England for $3,150,000 and began operating it on November 7, 2013. | ||
On October 28, 2013, the Company entered into an employment agreement with an initial term of two years and a renewal of one year if both parties do not give notice. The agreement includes an annual salary commensurate with a veteran restaurant executive and includes 44,000 warrants to purchase our Company stock at $5.00 per share. The warrants are exercisable after 12 months for a term of five years and have been valued by the Company at approximately $179,000 using the Black-Scholes model. | ||
RESIGNATION_OF_SOUTH_AFRICAN_C
RESIGNATION OF SOUTH AFRICAN CHIEF FINANCIAL OFFICER | 9 Months Ended | |
Sep. 30, 2013 | ||
Company's South African Chief Financial Officer Resigned [Abstract] | ' | |
Company's South African Chief Financial Officer Resigned [Text Block] | ' | |
19 | RESIGNATION OF SOUTH AFRICAN CHIEF FINANCIAL OFFICER | |
On September 7, 2012, the audit committee of Chanticleer Holdings, Inc. (the “Company”), upon recommendation of the Company’s management determined that the Company’s Consolidated Financial Statements for its fiscal year ended December 31, 2011 as originally filed in the Form 10-K could no longer be relied on. The Company determined that the Financial Statements of Kiarabrite (Pty) Ltd., Dimaflo (Pty) Ltd., Tundraspex (Pty) Ltd., Civisign (Pty) Ltd., Dimalogix (Pty) Ltd., and Chanticleer & Shaw Foods (Pty.) Ltd. (collectively referred to as the “South Africa Operations”) which are the South African management company and the four entities organized for the stores we operate in South Africa and the company that owns the HOA franchise rights for the territory of South Africa, were not audited as the Company was led to believe. Accordingly, this Amendment is being filed to include the report of the independent registered public accounting firm responsible for performing the audit of our South Africa Operations. | ||
On September 7, 2012, the Company’s South African Chief Financial Officer (“SA CFO”) resigned. It was determined that the SA CFO had committed certain illegal acts, fraud and certain misrepresentations of facts. Due to the SA CFO’s actions, certain taxes were not paid. In addition, the applicable tax forms were not filed during the proper periods. The Company has engaged tax experts to assist in the tax process. The Company also discovered during this time period approximately $128,000, net of repayments of approximately $59,000, leaving a balance of approximately $69,000 through September 30, 2013, of cash that was misappropriated by the SA CFO. Then net receivable of approximately $69,000 is presented as “other receivable” on the Company’s combined balance sheets. As of September 30, 2013, approximately $59,000 has been recovered by the Company and payment plans are in place for the remainder. | ||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Earnings Per Share, Policy [Policy Text Block] | ' |
LOSS PER COMMON SHARE | |
The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted loss per share, which is based on the weighted-average number of common shares outstanding plus all potentially dilutive shares outstanding. For the nine months ended September 30, 2013 and September 30, 2012, the number of common shares potentially issuable upon the exercise of certain warrants of 6,241,458 and 5,001,458, respectively, have not been included in the computation of diluted LPS since the effect would be antidilutive. Accordingly, no common stock equivalents are included in the loss per share calculations and basic and diluted earnings per share are the same for all periods presented. | |
Trade Name And Trademark [Policy Text Block] | ' |
TRADE NAME AND TRADEMARK | |
At acquisition, the Company determined the value of the Trade Name and Trademark based on future cash flows of the acquired business. The Trade Name and Trademark is reviewed for impairment at least annually in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other. The Company performs its annual impairment review of Trade name and Trademark at the end of each fiscal year, and when a triggering event occurs between annual impairment tests. | |
Derivatives, Policy [Policy Text Block] | ' |
DERIVATIVE LIABILITIES | |
In connection with the issuance of a secured convertible promissory note, the terms of the convertible note included an embedded conversion feature; which provided for the settlement of the convertible promissory note into shares of common stock at a rate which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging”. | |
The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. | |
The fair value of an embedded conversion option that is convertible into at variable amount of shares are deemed to be a “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. Since, “down-round protection” is not an input into the calculation of the fair value of the conversion option and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes to be materially the same. The Company’s outstanding warrants did not contain any down round protection. | |
The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. | |
Schedule Of Acquired Assets And Assumed Liabilities [Policy Text Block] | ' |
ACQUIRED ASSETS AND ASSUMED LIABILITIES | |
Pursuant to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the company retrospectively adjusts the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill. | |
New Accounting Pronouncements Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassifed Out of Accumulated Other Income. The standard was intended to improve the reporting of reclassifications out of accumulated other comprehensive income of various components. The amendments in this update was effective for annual and interim periods beginning after December 15, 2012. The adoption of ASC No. 2013-12 did not have a material impact on the Company’s consolidated financial statements. | |
The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. | |
There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. At November 11, 2013, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. | |
ACQUISITION_OF_AMERICAN_ROADSI1
ACQUISITION OF AMERICAN ROADSIDE BURGERS, INC. (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||||||||||||
A summary of the estimated fair value of assets acquired and liabilities assumed in the acquisition follows: | ||||||||||||||
Consideration Paid: | ||||||||||||||
740,000 shares of common stock | $ | 3,611,126 | ||||||||||||
Five year warrants to purchase 740,000 shares of common stock | 1,710,077 | |||||||||||||
Total Consideration paid | 5,321,203 | |||||||||||||
Current assets, excluding cash | $ | 274,211 | ||||||||||||
Cash | 53,684 | |||||||||||||
Property and equipment | 2,948,102 | |||||||||||||
Goodwill | 1,653,016 | |||||||||||||
Trade name/trademark | 1,784,443 | |||||||||||||
Deposits and other assets | 98,035 | |||||||||||||
Total assets acquired | 6,811,491 | |||||||||||||
Liabilities assumed | -1,490,288 | |||||||||||||
Net assets acquired | $ | 5,321,203 | ||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||||||||
The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. | ||||||||||||||
Three months ended | Nine months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net revenues | $ | 2,350,690 | $ | 2,378,324 | $ | 7,135,266 | $ | 6,406,789 | ||||||
Loss from continuing operations | -1,780,355 | -873,222 | -3,791,551 | -2,695,967 | ||||||||||
Loss from discontinued operations | -4,403 | -18,913 | -19,513 | -124,872 | ||||||||||
Loss attributable to non-controlling interest | -31,355 | -53,509 | -84,114 | -185,711 | ||||||||||
Net loss | $ | -1,816,113 | $ | -945,644 | $ | -3,895,178 | $ | -3,006,550 | ||||||
Net loss per share, basic and diluted | $ | -0.49 | $ | -0.26 | $ | -1.05 | $ | -1.4 | ||||||
Weighted average shares outstanding, basic and diluted | 3,704,526 | 3,698,896 | 3,701,804 | 2,153,148 | ||||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | |||||||||||||
Assets and liabilities from discontinued operations | ||||||||||||||
The Company had assets and liabilities for the periods ended September 30, 2013 and December 31, 2012, which is presented in our balance sheet, as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Cash | $ | 31,924 | $ | 24,471 | ||||||||||
Due from related parties | 19,880 | 19,864 | ||||||||||||
Assets from discontinued operations | $ | 51,804 | $ | 44,335 | ||||||||||
Accounts payable | $ | 9,881 | $ | 14,328 | ||||||||||
Liabilities from discontinued operations | $ | 9,881 | $ | 14,328 | ||||||||||
Net loss from discontinued operations | ||||||||||||||
The Company had a net loss from discontinued operations for the three and nine months ended September 30, 2013 and 2012, which is presented in our statements of operations, as follows: | ||||||||||||||
2013 | 2012 | |||||||||||||
Three months ended | Nine months ended | Three months ended | Nine months ended | |||||||||||
September 30 | September 30 | September 30 | September 30 | |||||||||||
Revenues from Chanticleer Investors II, LLC | $ | - | $ | 61,793 | $ | 31,880 | $ | 38,578 | ||||||
Expenses | 4,403 | 81,306 | 50,793 | 163,450 | ||||||||||
Net loss from discontinued operations | $ | -4,403 | $ | -19,513 | $ | -18,913 | $ | -124,872 | ||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | ' | ||||||||||||||||
INVESTMENTS AT FAIR VALUE CONSIST OF THE FOLLOWING AT SEPTEMBER 30, 2013 AND DECEMBER 31, 2012. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Available-for-sale investments at fair value | $ | 12,062 | $ | 56,949 | |||||||||||||
Total | $ | 12,062 | $ | 56,949 | |||||||||||||
Available-For-Sale Securities Activity [Table Text Block] | ' | ||||||||||||||||
AVAILABLE-FOR-SALE SECURITIES | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Cost at beginning and end of periods | $ | 263,331 | $ | 263,331 | |||||||||||||
Unrealized loss | -251,269 | -206,382 | |||||||||||||||
Total | $ | 12,062 | $ | 56,949 | |||||||||||||
Available-for-sale Securities [Table Text Block] | ' | ||||||||||||||||
Our available-for-sale securities consist of the following: | |||||||||||||||||
Unrecognized | Realized | Loss | |||||||||||||||
Holding | Fair | Holding | on | ||||||||||||||
Cost | Losses | Value | Loss | Sale | |||||||||||||
30-Sep-13 | |||||||||||||||||
North Carolina Natural Energy | 1,500 | - | 1,500 | - | - | ||||||||||||
North American Energy | 126,000 | -123,200 | 2,800 | - | - | ||||||||||||
North American Energy | 10,500 | -9,900 | 600 | - | - | ||||||||||||
North American Energy | 125,331 | -118,169 | 7,162 | - | - | ||||||||||||
$ | 263,331 | $ | -251,269 | $ | 12,062 | $ | - | $ | - | ||||||||
31-Dec-12 | |||||||||||||||||
North Carolina Natural Energy | 1,500 | - | 1,500 | - | - | ||||||||||||
North American Energy | 126,000 | -111,300 | 14,700 | - | - | ||||||||||||
North American Energy | 10,500 | -7,350 | 3,150 | - | - | ||||||||||||
North American Energy | 125,331 | -87,732 | 37,599 | - | - | ||||||||||||
$ | 263,331 | $ | -206,382 | $ | 56,949 | $ | - | $ | - | ||||||||
Schedule of Other Investments Not Readily Marketable [Table Text Block] | ' | ||||||||||||||||
OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT SEPTEMBER 30, 2013 AND DECEMBER 31, 2012. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Investments accounted for under the equity method | $ | 920,796 | $ | 1,066,915 | |||||||||||||
Investments accounted for under the cost method | 1,050,000 | 1,050,000 | |||||||||||||||
Total | $ | 1,970,796 | $ | 2,116,915 | |||||||||||||
Schedule of Equity Method Investments [Table Text Block] | ' | ||||||||||||||||
Activity in investments accounted for using the equity method is summarized as follows: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Balance, beginning of year | $ | 1,066,915 | $ | 815,550 | |||||||||||||
Equity in earnings (loss) | -46,184 | -14,803 | |||||||||||||||
Investment fundings (repayments) | -99,935 | 409,543 | |||||||||||||||
Reclassification of investments | - | -143,375 | |||||||||||||||
Balance, end of period | $ | 920,796 | $ | 1,066,915 | |||||||||||||
Schedule Of Equity Earnings (Loss) and Distributions [Table Text Block] | ' | ||||||||||||||||
Equity investments consist of the following at September 30, 2013 and December 31, 2012: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Carrying value: | |||||||||||||||||
Hoot Campbelltown Pty. Ltd. (49%) - Australia | $ | 509,147 | $ | 555,331 | |||||||||||||
Second Hooters location (49%) - Australia | 411,649 | 511,584 | |||||||||||||||
$ | 920,796 | $ | 1,066,915 | ||||||||||||||
Equity Investment Losses [Table Text Block] | ' | ||||||||||||||||
Equity in losses from equity investments during the three and nine months ended September 30, 2013 and 2012 follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||
June 30 | September 30 | June 30 | September 30 | ||||||||||||||
Equity in earnings (losses): | |||||||||||||||||
Hoot Campbelltown (49%) | -13,131 | -46,184 | 33,412 | -10,474 | |||||||||||||
$ | -13,131 | $ | -46,184 | $ | 33,412 | $ | -10,474 | ||||||||||
Schedule Of Equity Method Investment, Summarized Financial Information, Income Statement [Table Text Block] | ' | ||||||||||||||||
The summarized financial data below includes the Hoot Campbelltown location in Australia, which we owned 49% of at September 30, 2013: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||
30-Jun | 30-Sep | 30-Jun | 30-Sep | ||||||||||||||
Revenue | $ | 562,954 | $ | 1,767,366 | $ | 762,634 | $ | 2,633,418 | |||||||||
Gross profit | 396,108 | 1,306,362 | 546,410 | 1,873,558 | |||||||||||||
Recurring expenses | 422,905 | 1,400,615 | 478,221 | 1,798,320 | |||||||||||||
Pre-opening costs | - | - | - | 96,613 | |||||||||||||
Loss from continuing operations | (26,797 | ) | (94,253 | ) | 68,189 | (21,375 | ) | ||||||||||
Net loss | (26,797 | ) | (94,253 | ) | 68,189 | (21,375 | ) | ||||||||||
Schedule Of Equity Method Investment, Summarized Financial Information, Balance Sheet [Table Text Block] | ' | ||||||||||||||||
The summarized balance sheets for the two locations in Australia of which we owned 49% at September 30, 2013 and December 31, 2012 follows: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
ASSETS | |||||||||||||||||
Current assets | $ | 189,277 | $ | 604,147 | |||||||||||||
Non-current assets | 2,583,039 | 2,909,276 | |||||||||||||||
TOTAL ASSETS | $ | 2,772,316 | $ | 3,513,423 | |||||||||||||
LIABILITIES | |||||||||||||||||
Current liabilities | $ | 912,561 | $ | 1,057,911 | |||||||||||||
PARTNER'S EQUITY | 1,859,755 | 2,455,512 | |||||||||||||||
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ | 2,772,316 | $ | 3,513,423 | |||||||||||||
Investment [Table Text Block] | ' | ||||||||||||||||
A summary of the activity in investments accounted for using the cost method follows. | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Investments at cost: | |||||||||||||||||
Balance, beginning of year | $ | 1,050,000 | $ | 766,598 | |||||||||||||
Impairment | - | -16,598 | |||||||||||||||
New investments | - | 300,000 | |||||||||||||||
Total | $ | 1,050,000 | $ | 1,050,000 | |||||||||||||
Schedule of Cost Method Investments [Table Text Block] | ' | ||||||||||||||||
Investments at cost consist of the following at September 30, 2013 and December 31, 2012: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Chanticleer Investors, LLC | $ | 800,000 | $ | 800,000 | |||||||||||||
Edison Nation LLC (FKA Bouncing Brain | |||||||||||||||||
Productions) | 250,000 | 250,000 | |||||||||||||||
$ | 1,050,000 | $ | 1,050,000 | ||||||||||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
2013 | 2012 | |||||||
Office and computer equipment | $ | 35,076 | $ | 35,076 | ||||
Furniture and fixtures | 47,686 | 47,686 | ||||||
Restaurant furnishings and equipment | 5,915,723 | 2,826,760 | ||||||
5,998,485 | 2,909,522 | |||||||
Accumulated depreciation | -951,363 | -593,376 | ||||||
$ | 5,047,122 | $ | 2,316,146 | |||||
Depreciation expense for the three months ended September 30, 2013 and 2012: | ||||||||
Restaurants | $ | 122,669 | $ | 90,313 | ||||
Other | 1,085 | 2,444 | ||||||
Total | $ | 123,754 | $ | 92,757 | ||||
Depreciation expense for the nine months ended September 30, 2013 and 2012: | ||||||||
Restaurants | $ | 352,963 | $ | 244,722 | ||||
Other | 4,360 | 6,969 | ||||||
Total | $ | 357,323 | $ | 251,691 | ||||
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||
The Company will amortize these costs over an estimated 10-year useful life starting on October 1, 2013. | ||||||||
2013 | 2012 | |||||||
Franchise cost: | ||||||||
South Africa | $ | 433,888 | $ | 358,888 | ||||
Brazil * | 135,000 | 135,000 | ||||||
Hungary | 104,684 | 104,684 | ||||||
673,572 | 598,572 | |||||||
Accumulated amortization | -54,653 | -38,740 | ||||||
Intangible assets, net | $ | 618,919 | $ | 559,832 | ||||
Three months ended September 30, 2013 and 2012: | ||||||||
Amortization expense | $ | 5,372 | $ | 5,116 | ||||
Nine months ended September 30, 2013 and 2012: | ||||||||
Amortization expense | $ | 15,913 | $ | 13,377 | ||||
* The Brazil franchise cost and $75,000 of the fifth South Africa franchise cost are not being amortized until the opening of the restaurants. | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||
Amortization for franchise costs are as follows: | ||||||||
September 30, | Amount | |||||||
2013 | $ | 23,179 | ||||||
2014 | 23,179 | |||||||
2015 | 23,179 | |||||||
2016 | 23,179 | |||||||
2017 | 23,179 | |||||||
Thereafter | 293,024 | |||||||
Totals | $ | 408,919 | ||||||
* The Brazil franchise cost and $75,000 of the fifth South Africa franchise cost are not being amortized until the opening of the restaurants. | ||||||||
LINE_OF_CREDIT_AND_NOTES_PAYAB1
LINE OF CREDIT AND NOTES PAYABLE (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
Line of credit and notes payable are summarized as follows. | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Line of credit to a bank, expires April 10, 2014, interest rate of Wall St. Journal Prime (currently 3.25%) plus 1%, floor rate of 5%. | $ | 342,000 | $ | - | ||||
Note payable to a bank, matures August 5, 2014, interest rate of Wall St. Journal Prime (currently 3.25%) plus 1%. | 52,463 | $ | - | |||||
Note payable to a bank due in monthly installments of $1,739 including interest at Wall Street Journal Prime + 1% (minimum of 5.5%); remaining balance due October 10, 2018; collateralized by substantially all of the Company's | 231,496 | 236,110 | ||||||
assets and guaranteed by Mr. Pruitt | ||||||||
Total | $ | 625,959 | $ | 236,110 | ||||
OTHER_LIABILITIES_Tables
OTHER LIABILITIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Schedule of Short-term Debt [Table Text Block] | ' | ||||||||
Other liabilities, which consist of bank overdraft and term facilities at September 30, 2013 and December 31, 2012 are associated with the South African Operations and consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Bank overdraft facilities (1) | $ | 62,520 | $ | 254,251 | |||||
Term facility (2) | - | 112,950 | |||||||
Term facility (3) | 143,580 | 180,445 | |||||||
206,100 | 547,646 | ||||||||
Other liabilities | 100,647 | 361,586 | |||||||
Other current liabilities | $ | 105,453 | $ | 186,060 | |||||
CAPITAL_LEASES_PAYABLE_Tables
CAPITAL LEASES PAYABLE (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Capital Lease Obligations [Abstract] | ' | |||||||
Schedule Of Lease Payments For Capital Leases [Table Text Block] | ' | |||||||
Capital leases payable at September 30, 2013 and December 31, 2012 is associated with the South African Operations and consists of the following. | ||||||||
2013 | 2012 | |||||||
Capital lease payable, due in 49 monthly installments of $1,081, including interest at 10%, through April 2016 | $ | 30,431 | $ | 38,548 | ||||
Capital lease payable, due in 32 monthly insallments of $800 including interest at 10%, through November 2014 | 10,847 | 17,183 | ||||||
Capital lease payable, due in 34 monthly installments of $1,560, including interest at 11.5%, through July 2016 | 51,408 | - | ||||||
Capital lease payable, due in 14 monthly installments of $1,470, including interest at 10%, through May 2013 | - | 7,389 | ||||||
Capital lease payable, due in 36 monthly installments of $1,022, including interest at 10%, through February 2015 | 17,532 | 25,363 | ||||||
Total capital leases payable | 110,218 | 88,483 | ||||||
Current maturities | 47,186 | 27,965 | ||||||
Capital leases payable, less current maturities | $ | 63,032 | $ | 60,518 | ||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | |||||||
Annual requirements for capital lease obligations are as follows: | ||||||||
September 30, | Amount | |||||||
2014 | $ | 54,608 | ||||||
2015 | 40,051 | |||||||
2016 | 24,509 | |||||||
Total minimum lease payments | 119,168 | |||||||
Less: amount representing interest | -8,950 | |||||||
Present Value of Net Minimum Lease Payments | $ | 110,218 | ||||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Convertible Notes Payable [Abstract] | ' | ||||
Convertible Debt [Table Text Block] | ' | ||||
Key assumptions used to apply this pricing model during the three months ended September 31, 2013 were as follows: | |||||
Risk-free interest rate | 0.006 | % | |||
Expected life of warrants | 3 years | ||||
Expected volatility of underlying stock | 109.55 | % | |||
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule Of Due To Related Party Transactions, By Related Party [Table Text Block] | ' | |||||||
The Company has received non-interest bearing loans and advances from related parties. The amounts owed by the Company as of September 30, 2013 and December 31, 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Hoot SA I, LLC | $ | 12,191 | $ | 12,191 | ||||
Chanticleer Investors, LLC | - | 1,542 | ||||||
$ | 12,191 | $ | 13,733 | |||||
Schedule Of Due From Related Party Transactions By Related Party [Table Text Block] | ' | |||||||
The Company has earned income from and made advances to related parties. The amounts owed to the Company at September 30, 2013 and December 31, 2012 is as follows: | ||||||||
2013 | 2012 | |||||||
Chanticleer Dividend Fund, Inc. | $ | 69,281 | $ | 74,281 | ||||
Chanticleer Investors, LLC | 1,207 | - | ||||||
Hoot SA II, III, IV LLC | 45,817 | 43,618 | ||||||
$ | 116,305 | $ | 117,899 | |||||
SEGMENTS_OF_BUSINESS_Tables
SEGMENTS OF BUSINESS (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Segment Reporting [Abstract] | ' | ||||||||||
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | ' | ||||||||||
Financial information regarding the Company's segments is as follows for the three and nine months ended September 30, 2013 and 2012. | |||||||||||
Three months ended September 30, 2013 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 25,000 | $ | 1,581,245 | $ | 1,606,245 | |||||
Interest expense | $ | 377,978 | $ | 5,617 | $ | 383,595 | |||||
Depreciation and amortization | $ | 1,085 | $ | 128,041 | $ | 129,126 | |||||
Loss from continuing operations | $ | -1,251,160 | $ | -199,264 | $ | -1,450,424 | |||||
Loss from discontinued operations | -4,403 | ||||||||||
Non-controlling interest | 31,355 | ||||||||||
Net loss | $ | -1,423,472 | |||||||||
Three months ended September 30, 2012 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 25,000 | $ | 1,710,632 | $ | 1,735,632 | |||||
Interest expense | $ | 28,097 | $ | 11,486 | $ | 39,583 | |||||
Depreciation and amortization | $ | 2,444 | $ | 95,439 | $ | 97,883 | |||||
Loss from continuing operations | $ | -492,334 | $ | -282,028 | $ | -774,362 | |||||
Loss from discontinued operations | -18,913 | ||||||||||
Non-controlling interest | 53,509 | ||||||||||
Net loss | $ | -739,766 | |||||||||
Nine months ended September 30, 2013 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 75,000 | $ | 4,864,410 | $ | 4,939,410 | |||||
Interest expense | $ | 410,834 | $ | 28,107 | $ | 438,941 | |||||
Depreciation and amortization | $ | 4,360 | $ | 368,866 | $ | 373,226 | |||||
Loss from continuing operations | $ | -2,363,459 | $ | -569,391 | $ | -2,932,850 | |||||
Loss from discontinued operations | -19,513 | ||||||||||
Non-controlling interest | 84,114 | ||||||||||
$ | -2,868,249 | ||||||||||
Assets | $ | 5,046,476 | $ | 9,919,476 | $ | 14,965,952 | |||||
Non-restaurant investments | 1,062,062 | ||||||||||
Total assets | $ | 16,028,014 | |||||||||
Liabilities | $ | 3,970,112 | $ | 2,852,791 | $ | 6,822,903 | |||||
Expenditures for non-current assets | $ | - | $ | 215,861 | $ | 215,861 | |||||
Nine months ended September 30, 2012 | |||||||||||
Management | Restaurants | Total | |||||||||
Revenues | $ | 75,000 | $ | 4,794,250 | $ | 4,869,250 | |||||
Interest expense | $ | 165,602 | $ | 267,193 | $ | 432,795 | |||||
Depreciation and amortization | $ | 6,969 | $ | 258,099 | $ | 265,068 | |||||
Loss from continuing operations | $ | -1,410,843 | $ | -937,165 | $ | -2,348,008 | |||||
Loss from discontinued operations | -124,872 | ||||||||||
Non-controlling interest | 185,711 | ||||||||||
Net loss | $ | -2,287,169 | |||||||||
Assets | $ | 3,250,439 | $ | 3,897,704 | $ | 7,148,143 | |||||
Non-restaurant investments | 1,104,309 | ||||||||||
Total assets | $ | 8,252,452 | |||||||||
Liabilities | $ | 407,935 | $ | 1,429,069 | $ | 1,837,004 | |||||
Expenditures for non-current assets | $ | 1,346 | $ | 1,167,845 | $ | 1,169,191 | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||||||||||||
Rent obligations for our eleven (one in South Africa is under construction with planned opening in December 2013) restaurants are presented below: | |||||||||||||||
Years ended September 30, | |||||||||||||||
2014 | $ | 1,078,121 | |||||||||||||
2015 | 1,085,188 | ||||||||||||||
2016 | 1,057,710 | ||||||||||||||
2017 | 753,539 | ||||||||||||||
thereafter | 3,998,379 | ||||||||||||||
Totals | $ | 7,972,937 | |||||||||||||
Schedule of Rent Expense [Table Text Block] | ' | ||||||||||||||
Rent expense for the three and nine months ended September 30, 2013 and September 30, 2012 was as follows: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
Segment: | 2013 | 2012 | 2013 | 2012 | |||||||||||
Restaurants (1) | $ | 158,627 | $ | 145,850 | $ | 507,653 | $ | 499,374 | |||||||
Management (2) | 9,730 | 12,265 | 27,133 | 25,315 | |||||||||||
Totals | $ | 168,357 | $ | 158,115 | $ | 534,786 | $ | 524,689 | |||||||
(1) Included in restaurant operating expenses of the Consolidated Statement of Operations | |||||||||||||||
(2) Included in general and administrative expenses of the Consolidated Statement of Operations | |||||||||||||||
DISCLOSURES_ABOUT_FAIR_VALUE_T
DISCLOSURES ABOUT FAIR VALUE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels. | ||||||||||||||
Fair Value Measurement Using | ||||||||||||||
Quoted prices | ||||||||||||||
in active | Significant | |||||||||||||
markets of | other | Significant | ||||||||||||
identical | observable | Unobservable | ||||||||||||
Recorded | assets | inputs | Inputs | |||||||||||
value | (Level 1) | (Level 2) | (Level 3) | |||||||||||
30-Sep-13 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 12,062 | $ | 10,562 | $ | 1,500 | $ | - | ||||||
Liabilities: | ||||||||||||||
Derivative liability | $ | 2,341,500 | $ | - | $ | - | $ | 2,341,500 | ||||||
31-Dec-12 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 56,949 | $ | 55,449 | $ | 1,500 | $ | - | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||||||||
The following provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the nine months ended September 30, 2013. | ||||||||||||||
Balance, January 1, 2013 | $ | - | ||||||||||||
Change in fair value of derivative liability | 75,900 | |||||||||||||
Included in debt discount | 2,115,400 | |||||||||||||
Included in interest expense | 150,200 | |||||||||||||
Balance, September 30, 2013 | $ | 2,341,500 | ||||||||||||
NATURE_OF_BUSINESS_Details_Tex
NATURE OF BUSINESS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Jun. 18, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Apr. 11, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 02, 2013 | Sep. 30, 2013 | |
Convertible Common Stock [Member] | Private Placement [Member] | South Africa [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Secured Subordinate Convertible Notes [Member] | American Roadside Burgers, Inc [Member] | ||||||||||
Minimum [Member] | Maximum [Member] | Class Of Warrants One [Member] | Class Of Warrants Two [Member] | Private Placement [Member] | ||||||||||||||||
Stockholders' Equity Note, Stock Split | ' | ' | ' | ' | ' | 'Effective May 11, 2012, the Company's common stock was reverse split, 1 share for each 2 shares issued, pursuant to a majority vote of the Company's shareholders. All share references have been adjusted as if the split occurred in all periods presented. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL CURRENT ASSETS | ' | ' | $4,331,732 | ' | ' | $4,331,732 | ' | $2,030,375 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL CURRENT LIABILITIES | ' | ' | 5,287,558 | ' | ' | 5,287,558 | ' | 1,772,852 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working Capital Balance(Deficit) | ' | ' | 955,827 | ' | ' | 955,827 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income Loss | ' | ' | -1,423,472 | -739,766 | ' | -2,868,249 | -2,287,169 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss on available-for-sale securities | ' | ' | -7,922 | -26,404 | ' | -44,887 | -264,044 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign translation Income (Loss) | ' | ' | 15,841 | 46,511 | ' | 70,756 | 45,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss): | ' | ' | -1,415,553 | -719,659 | ' | -2,842,380 | -2,505,749 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate General and Administrative Expenses | ' | ' | 944,000 | ' | 675,000 | ' | ' | 560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Going Concern Description | ' | ' | ' | ' | ' | 'In August 2012, the Company opened a restaurant in Budapest, Hungary, and earns 80% of the operating results with our operating partner earning 20%. The Company also earns 49% of the operating results with our operating partner earning 51% in its Hooters restaurant which was opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit, Current | ' | ' | 500,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | 206,100 | ' | ' | ' | ' | ' | ' | ' | 52,463 |
Line of credit to a bank | ' | 170,000 | 342,000 | ' | ' | 342,000 | ' | 0 | 730,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | ' | 71,000 | ' | ' | ' | 70,900 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment Of Bank Liabilities | ' | 99,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | 3,000,000 | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' |
Line of Credit Facility, Periodic Payment | ' | ' | ' | ' | ' | 4,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Term | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | '1 year | '5 years | ' | ' | '5 years | ' | ' |
Purchase Of Common Stock | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price Per Share | ' | ' | $3 | ' | ' | $3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 |
Common Stock, Shares, Issued | ' | ' | 4,467,896 | ' | ' | 4,467,896 | ' | 3,698,896 | ' | 740,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' |
Stock Issued During Period, Shares, New Issues | 298,678 | ' | ' | ' | ' | ' | ' | 2,444,450 | ' | ' | 666,667 | ' | 15,000 | ' | ' | ' | ' | 160,000 | ' | ' |
Shares Issued, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.75 | ' | ' |
Common Stock, Par Or Stated Value Per Share | ' | ' | $0.00 | ' | ' | $0.00 | ' | $0.00 | ' | $5 | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' |
Common Stock Issued Under Private Placement Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each Unit consists of (a) one (1) share of the Companys common stock, $0.001 par value per share (the Common Stock) and (b) one (1) five (5) year warrant, exercisable after twelve (12) months, to purchase one (1) share of common stock at an initial exercise price of five dollars ($5.00) (the Warrants). The funds are to be used to expand our restaurant footprint and for general working capital. | ' | 'Each Unit consists of (a) one (1) share of the Companys common stock, $0.001 par value per share (the Common Stock) and (b) one (1) five (5) year warrant, exercisable after twelve (12) months, to purchase one (1) share of common stock at an initial exercise price of five dollars ($5.00) (the Warrants). | ' | ' | ' | ' | 'Each Unit consists of (a) one (1) share of the Companys common stock, $0.001 par value per share (the Common Stock) and (b) one (1) five (5) year warrant to purchase one (1) share of common stock. | ' | ' |
Class Of Warrant Or Right Value Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312,000 | ' | ' | ' | ' | 312,000 | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | 32,000 | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | 150,000 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | 6,400 | ' | ' | 6,400 | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | 80,000 | 80,000 | 40,000 | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | 49.00% | ' | ' | 49.00% | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Total | ' | ' | ' | ' | ' | 5,321,203 | ' | ' | ' | ' | ' | ' | 434,325 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Date of Acquisition Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Nov-13 | ' | ' | ' | ' | ' | ' | ' |
Share Based Payment Award Fair Value Assumptions Method Used | ' | ' | ' | ' | ' | 24,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Average Outstanding Amount | ' | ' | ' | ' | ' | $231,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,241,458 | 5,001,458 |
ACQUISITION_OF_AMERICAN_ROADSI2
ACQUISITION OF AMERICAN ROADSIDE BURGERS, INC. (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Total Consideration paid | $5,321,203 | ' |
Current assets, excluding cash | 274,211 | ' |
Cash | 53,684 | ' |
Property and equipment | 2,948,102 | ' |
Goodwill | 1,653,016 | 0 |
Trade name/trademark | 1,784,443 | ' |
Deposits and other assets | 98,035 | ' |
Total assets acquired | 6,811,491 | ' |
Liabilities assumed | -1,490,288 | ' |
Net assets acquired | 5,321,203 | ' |
American Roadside Burgers Inc Mmeber [Member] | ' | ' |
Five year warrants to purchase 740,000 shares of common stock | 1,710,077 | ' |
Convertible Common Stock [Member] | ' | ' |
740,000 shares of common stock | $3,611,126 | ' |
ACQUISITION_OF_AMERICAN_ROADSI3
ACQUISITION OF AMERICAN ROADSIDE BURGERS, INC. (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Net revenues | $2,350,690 | $2,378,324 | $7,135,266 | $6,406,789 |
Loss from continuing operations | -1,780,355 | -873,222 | -3,791,551 | -2,695,967 |
Loss from discontinued operations | -4,403 | -18,913 | -19,513 | -124,872 |
Loss attributable to non-controlling interest | -31,355 | -53,509 | -84,114 | -185,711 |
Net loss | ($1,816,113) | ($945,644) | ($3,895,178) | ($3,006,550) |
Net loss per share, basic and diluted (in dollars per share) | ($0.49) | ($0.26) | ($1.05) | ($1.40) |
Weighted average shares outstanding, basic and diluted (in shares) | 3,704,526 | 3,698,896 | 3,701,804 | 2,153,148 |
ACQUISITION_OF_AMERICAN_ROADSI4
ACQUISITION OF AMERICAN ROADSIDE BURGERS, INC. (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Common Stock, Shares, Issued | 4,467,896 | 3,698,896 |
Common Stock, Par Or Stated Value Per Share | $0.00 | $0.00 |
Business Acquisition Intangible Asset Estimated Useful Life | '10 years | ' |
American Roadside Burgers, Inc [Member] | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ' |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 740,000 | ' |
Common Stock, Shares, Issued | 740,000 | ' |
Convertible Common Stock [Member] | ' | ' |
Common Stock, Shares, Issued | 740,000 | ' |
Common Stock, Par Or Stated Value Per Share | $5 | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Cash | $31,924 | ' | $31,924 | ' | $24,471 |
Due from related parties | 19,880 | ' | 19,880 | ' | 19,864 |
Assets from discontinued operations | 51,804 | ' | 51,804 | ' | 44,335 |
Accounts payable | 9,881 | ' | 9,881 | ' | 14,328 |
Liabilities from discontinued operations | 9,881 | ' | 9,881 | ' | 14,328 |
Revenues from Chanticleer Investors II, LLC | 0 | 31,880 | 61,793 | 38,578 | ' |
Expenses | 4,403 | 50,793 | 81,306 | 163,450 | ' |
Net income (loss) from discontinued operations | ($4,403) | ($18,913) | ($19,513) | ($124,872) | ' |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Available-for-sale investments at fair value | $12,062 | $56,949 |
Total | $12,062 | $56,949 |
INVESTMENTS_Details_1
INVESTMENTS (Details 1) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Cost at beginning and end of periods | $12,062 | $56,949 |
Total | 12,062 | 56,949 |
Available-for-sale Securities [Member] | ' | ' |
Cost at beginning and end of periods | 263,331 | 263,331 |
Unrealized loss | -251,269 | -206,382 |
Total | $12,062 | $56,949 |
INVESTMENTS_Details_2
INVESTMENTS (Details 2) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Cost | $12,062 | $56,949 |
Fair Value | 12,062 | 56,949 |
Available-for-sale Securities [Member] | ' | ' |
Cost | 263,331 | 263,331 |
Unrecongnized Holding Losses | -251,269 | -206,382 |
Fair Value | 12,062 | 56,949 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North Carolina Natural Energy [Member] | Available-for-sale Securities [Member] | ' | ' |
Cost | 1,500 | 1,500 |
Unrecongnized Holding Losses | 0 | 0 |
Fair Value | 1,500 | 1,500 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North American Energy One [Member] | Available-for-sale Securities [Member] | ' | ' |
Cost | 126,000 | 126,000 |
Unrecongnized Holding Losses | -123,200 | -111,300 |
Fair Value | 2,800 | 14,700 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North American Energy Two [Member] | Available-for-sale Securities [Member] | ' | ' |
Cost | 10,500 | 10,500 |
Unrecongnized Holding Losses | -9,900 | -7,350 |
Fair Value | 600 | 3,150 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North American Energy Three [Member] | Available-for-sale Securities [Member] | ' | ' |
Cost | 125,331 | 125,331 |
Unrecongnized Holding Losses | -118,169 | -87,732 |
Fair Value | 7,162 | 37,599 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | $0 | $0 |
INVESTMENTS_Details_3
INVESTMENTS (Details 3) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Investments accounted for under the equity method | $920,796 | $1,066,915 | $815,550 |
Investments accounted for under the cost method | 1,050,000 | 1,050,000 | 766,598 |
Total | $1,970,796 | $2,116,915 | ' |
INVESTMENTS_Details_4
INVESTMENTS (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Balance, beginning of year | ' | ' | $1,066,915 | $815,550 | $815,550 |
Equity in earnings (loss) | -13,131 | 33,412 | -46,184 | -10,474 | -14,803 |
Investment fundings (repayments) | ' | ' | -99,935 | ' | 409,543 |
Reclassification of investments | ' | ' | 0 | ' | -143,375 |
Balance, end of period | 920,796 | ' | 920,796 | ' | 1,066,915 |
Equity Method Investments | 920,796 | ' | 920,796 | ' | 1,066,915 |
Hoot Campbelltown Pty Ltd [Member] | ' | ' | ' | ' | ' |
Equity in earnings (loss) | -13,131 | 33,412 | -46,184 | -10,474 | ' |
Equity Method Investments | ' | ' | ' | ' | 555,331 |
Hoot Campbelltown Pty Ltd [Member] | AUSTRALIA [Member] | ' | ' | ' | ' | ' |
Equity Method Investments | 509,147 | ' | 509,147 | ' | ' |
Second Hooters Location [Member] | ' | ' | ' | ' | ' |
Equity Method Investments | $411,649 | ' | $411,649 | ' | $511,584 |
INVESTMENTS_Details_5
INVESTMENTS (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Equity in earnings (losses): | ' | ' | ' | ' | ' |
Equity in losses of investments | ($13,131) | $33,412 | ($46,184) | ($10,474) | ($14,803) |
Hoot Campbelltown Pty Ltd [Member] | ' | ' | ' | ' | ' |
Equity in earnings (losses): | ' | ' | ' | ' | ' |
Equity in losses of investments | ($13,131) | $33,412 | ($46,184) | ($10,474) | ' |
INVESTMENTS_Details_6
INVESTMENTS (Details 6) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue | $562,954 | $762,634 | $1,767,366 | $2,633,418 |
Gross profit | 396,108 | 546,410 | 1,306,362 | 1,873,558 |
Recurring expenses | 422,905 | 478,221 | 1,400,615 | 1,798,320 |
Pre-opening costs | 0 | 0 | 0 | 96,613 |
Loss from continuing operations | -26,797 | 68,189 | -94,253 | -21,375 |
Net loss | ($26,797) | $68,189 | ($94,253) | ($21,375) |
INVESTMENTS_Details_7
INVESTMENTS (Details 7) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Current assets | $189,277 | $604,147 |
Non-current assets | 2,583,039 | 2,909,276 |
TOTAL ASSETS | 2,772,316 | 3,513,423 |
LIABILITIES | ' | ' |
Current liabilities | 912,561 | 1,057,911 |
PARTNER'S EQUITY | 1,859,755 | 2,455,512 |
TOTAL LIABILITIES AND PARTNERS' EQUITY | $2,772,316 | $3,513,423 |
INVESTMENTS_Details_8
INVESTMENTS (Details 8) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Investments at cost: | ' | ' |
Balance, beginning of year | $1,050,000 | $766,598 |
Impairment | 0 | -16,598 |
New investments | 0 | 300,000 |
Total | $1,050,000 | $1,050,000 |
INVESTMENTS_Details_9
INVESTMENTS (Details 9) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Investments accounted for under the cost method | $1,050,000 | $1,050,000 | $766,598 |
Chanticleer Investors, LLC [Member] | ' | ' | ' |
Investments accounted for under the cost method | 800,000 | 800,000 | ' |
Edison Nation LLC [Member] | ' | ' | ' |
Investments accounted for under the cost method | $250,000 | $250,000 | ' |
INVESTMENTS_Details_Textual
INVESTMENTS (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2006 | Jan. 26, 2006 | Dec. 31, 2011 | Jun. 30, 2009 | Mar. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 31, 2012 | Jan. 31, 2011 | 29-May-09 | 31-May-09 | Dec. 31, 2010 | Dec. 31, 2012 | Jan. 24, 2011 | Apr. 18, 2006 | Dec. 31, 2012 |
Hoot Campbelltown Pty Ltd [Member] | Hoot Campbelltown [Member] | Ee Investors Llc [Member] | Ee Investors Llc [Member] | North Carolina Natural Energy [Member] | North American Energy One [Member] | North American Energy Two [Member] | North American Energy Two [Member] | North American Energy Two [Member] | North American Energy Three [Member] | North American Energy Three [Member] | North American Energy Three [Member] | North American Energy Resources [Member] | North American Energy Resources [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Hoot Surfers Paradise [Member] | ||||
AUSTRALIA [Member] | AUSTRALIA [Member] | Hoot Campbelltown Pty Ltd [Member] | ||||||||||||||||||||||||
Shares Acquired For Management Services | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Acquired For Management Services, Cost | ' | ' | ' | ' | ' | ' | ' | $1,500 | ' | $10,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Percentage Of Share Diluted, Description | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Acquired In Exchange Of Property Investments | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange Of Property Investments, Value | ' | ' | ' | ' | ' | ' | ' | ' | 126,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution Of Shares By Ceo | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,790,440 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value Of Shares Contribution By Ceo | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,331 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized Loss (Gain) on Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900 | 7,350 | ' | 118,169 | 87,732 | 123,200 | 111,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 49.00% | ' | ' | 49.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23.00% | ' | 22.00% | ' | ' | ' |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% |
General Partner Ownership Interest, Owned By Company Partner | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% |
Cost Method Investment, Net Sales Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 575,000 | ' | 75,000 | ' | ' | ' | ' |
Cost Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23.00% | ' | ' | ' | ' | ' |
Reduction In Cost Method Investment Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' | ' | ' |
Units Sold, Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Principal Asset, Convertible Note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Percentage Of Principal Asset Convertible Into Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' |
Acquisition Of Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,000 | ' | ' | ' | ' | ' | ' |
Notes Receivable, Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' |
Management Fee, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Under the original arrangement, the Company received 2% of the 6% interest as a management fee | ' | ' | ' | ' | ' | ' |
Management Fee Received (quarterly) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,625 | 25,000 | ' | ' | ' | ' | ' | ' |
Investment Income, Interest (quarterly) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500 | 11,500 | ' | ' | ' | ' | ' | ' |
Investments In Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,550,000 | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Investments In Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.10% | ' | ' | ' | ' | ' | ' | ' |
Share Investments In Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Individual Investor Ownership Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,750,000 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Description of Acquired Entity | ' | ' | ' | ' | ' | 'We acquired 1,205 units (3.378%) in EE Investors, LLC, whose sole asset is 40% of Edison Nation, LLC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Additional Interest in Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | $1,050,000 | $1,050,000 | $766,598 | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property, Plant and Equipment, Gross | $5,998,485 | ' | $5,998,485 | ' | $2,909,522 |
Accumulated depreciation | -951,363 | ' | -951,363 | ' | -593,376 |
Property and equipment, net | 5,047,122 | ' | 5,047,122 | ' | 2,316,146 |
Depreciation | 123,754 | 92,757 | 357,323 | 251,691 | ' |
Other Property [Member] | ' | ' | ' | ' | ' |
Depreciation | 1,085 | 2,444 | 4,360 | 6,969 | ' |
Restaurants [Member] | ' | ' | ' | ' | ' |
Depreciation | 122,669 | 90,313 | 352,963 | 244,722 | ' |
Office and Computer Equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | 35,076 | ' | 35,076 | ' | 35,076 |
Furniture and Fixtures [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | 47,686 | ' | 47,686 | ' | 47,686 |
Restaurant Furnishings and Equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | $5,915,723 | ' | $5,915,723 | ' | $2,826,760 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Capital Leased Assets Net | $106,727 | ' | $106,727 | ' | $96,230 |
Capital Leases, Income Statement, Amortization Expense | 15,763 | 9,001 | 43,445 | 25,839 | ' |
South African Restaurants [Member] | ' | ' | ' | ' | ' |
Capital Leased Assets Net | $195,355 | ' | $195,355 | ' | ' |
INTANGIBLE_ASSETS_NET_Details
INTANGIBLE ASSETS, NET (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||
Intangible assets, net | $2,398,919 | ' | $2,398,919 | ' | $559,832 | ||
Trademarks and Trade Names [Member] | ' | ' | ' | ' | ' | ||
Finite-Lived Intangible Assets, Gross | 673,572 | ' | 673,572 | ' | 598,572 | ||
Accumulated amortization | -54,653 | ' | -54,653 | ' | -38,740 | ||
Intangible assets, net | 618,919 | ' | 618,919 | ' | 559,832 | ||
Amortization expense | 5,372 | 5,116 | 15,903 | 13,377 | ' | ||
South Africa [Member] | Trademarks and Trade Names [Member] | ' | ' | ' | ' | ' | ||
Finite-Lived Intangible Assets, Gross | 433,888 | ' | 433,888 | ' | 358,888 | ||
Brazil [Member] | Trademarks and Trade Names [Member] | ' | ' | ' | ' | ' | ||
Finite-Lived Intangible Assets, Gross | 135,000 | [1] | ' | 135,000 | [1] | ' | 135,000 |
Hungary [Member] | Trademarks and Trade Names [Member] | ' | ' | ' | ' | ' | ||
Finite-Lived Intangible Assets, Gross | $104,684 | ' | $104,684 | ' | $104,684 | ||
[1] | The Brazil franchise cost and $75,000 of the fifth South Africa franchise cost are not being amortized until the opening of the restaurants. |
INTANGIBLE_ASSETS_NET_Details_
INTANGIBLE ASSETS, NET (Details 1) (USD $) | Sep. 30, 2013 |
2013 | $23,179 |
2014 | 23,179 |
2015 | 23,179 |
2016 | 23,179 |
2017 | 23,179 |
Thereafter | 293,024 |
Totals | $408,919 |
INTANGIBLE_ASSETS_NET_Details_1
INTANGIBLE ASSETS, NET (Details Textual) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Franchise Agreement Expected Term | '20 years | ' | ' |
Goodwill | $2,053,946 | ' | $396,487 |
Amortized Franchised Cost | 75,000 | ' | ' |
Business Acquisition, Purchase Price Allocation, Goodwill | 1,653,016 | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets | $1,784,443 | $0 | ' |
Trade Name Or Trademark [Member] | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '10 years | ' | ' |
LINE_OF_CREDIT_AND_NOTES_PAYAB2
LINE OF CREDIT AND NOTES PAYABLE (Details) (USD $) | Sep. 30, 2013 | Apr. 11, 2013 | Jan. 31, 2013 | Dec. 31, 2012 |
Line of credit to a bank, expires April 10, 2014, interest rate of Wall St. Journal Prime (currently 3.25%) plus 1%, floor rate of 5%. | $342,000 | $730,000 | $170,000 | $0 |
Total | 625,959 | ' | ' | 236,110 |
Notes payable maturity August 5, 2014 [Member] | ' | ' | ' | ' |
Note payable | 52,463 | ' | ' | 0 |
Notes payable maturity October 10, 2018 [Member] | ' | ' | ' | ' |
Note payable | $231,496 | ' | ' | $236,110 |
LINE_OF_CREDIT_AND_NOTES_PAYAB3
LINE OF CREDIT AND NOTES PAYABLE (Details Textual) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Apr. 11, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | |
Line of Credit Facility, Interest Rate Description | '(currently 3.25%) plus 1%, floor rate of 5%. | ' | ' | ' |
Notes Payable, Current | ' | $230,000 | ' | ' |
Note Payable Expiration Date | 10-Apr-14 | ' | ' | ' |
Line of Credit Facility, Periodic Payment | 4,406 | ' | ' | ' |
Line of Credit Facility, Expiration Date | 14-Jun-16 | ' | ' | ' |
Line Of Credit Facility, Amount Outstanding | 342,000 | 730,000 | 170,000 | 0 |
TD Bank [Member] | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | 'The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%), | ' | ' | ' |
Line of Credit Facility, Periodic Payment | 4,836 | ' | ' | ' |
Line of Credit Facility, Expiration Date | 4-Aug-14 | ' | ' | ' |
Line Of Credit Facility, Amount Outstanding | 300,000 | ' | ' | ' |
Credit Agreement [Member] | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | 'Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journals prime plus rate (currently 3.25%) plus 1.00%. All unpaid principal and interest are due one (1) year after the Closing Date. Any borrowings are secured by a lien on all of the Companys assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Companys Chief Executive Officer. | ' | ' | ' |
Line of Credit Facility, Periodic Payment | 4,406 | ' | ' | ' |
Line of Credit Facility, Expiration Date | 10-Apr-14 | ' | ' | ' |
Subsequent Event [Member] | ' | ' | ' | ' |
Additional Line Of Credit Facility Revolving Credit | 500,000 | ' | ' | ' |
Notes Payable to Banks [Member] | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | 'Prime + 1% (minimum of 5.5%) | ' | ' | ' |
Notes Payable, Total | $1,739 | ' | ' | ' |
RESTRICTED_CASH_Details_Textua
RESTRICTED CASH (Details Textual) (USD $) | 1 Months Ended | |||
Jul. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 02, 2013 | |
Secured Subordinate Convertible Notes [Member] | ||||
Proceeds From Investors Advances | $250,000 | $2,750,000 | ' | ' |
Debt Instrument, Face Amount | ' | ' | $3,000,000 | $3,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 6.00% |
OTHER_LIABILITIES_Details
OTHER LIABILITIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
Bank overdraft facilities (1) | $62,520 | [1] | $254,251 | [1] |
Term facility (2) | 0 | [2] | 112,950 | [2] |
Term facility (3) | 143,580 | [3] | 180,445 | [3] |
Short-term Debt | 206,100 | 547,646 | ||
Other liabilities | 100,647 | 186,060 | ||
Other current liabilities | $105,453 | $361,586 | ||
[1] | Bank overdraft facilities have a total maximum facility of approximately $180,000. The interest rate as of September 30, 2013 is 3%. The facilities are reviewed annually and are payable on demand. Concurrently with the January 31, 2013 mentioned in (2) below, the Company was released from a facility totaling $56,529, and a $56,529 gain on settlement of debt was recognized in the first quarter of 2013. | |||
[2] | Term facility is payable on demand and the facility is secured by certain assets of one of the Companybs shareholders. After ongoing negotiations between the bank and the Company, on January 31, 2013, $98,579 was paid in full satisfaction of the facility, resulting in a gain on settlement of debt of $14,371 which was recognized in the first quarter of 2013. | |||
[3] | The monthly payments of principal and interests of the term facility total approximately $5,000 and have been made for the period from October 1, 2011 through September 2013. The interest rate at September 30, 2013 is 9.5%. The maturity date on the term facility is June 14, 2016. |
OTHER_LIABILITIES_Details_Text
OTHER LIABILITIES (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2013 | Sep. 30, 2013 | |
Line of Credit Facility, Maximum Borrowing Capacity | ' | 180,000 |
Line of Credit Facility, Interest Rate During Period | ' | 3.00% |
Repayments of Short-term Debt | ' | 5,000 |
Line of Credit Facility, Expiration Date | ' | 14-Jun-16 |
Secured Debt [Member] | ' | ' |
Repayments of Debt | 98,579 | ' |
Gain (Loss) on Repurchase of Debt Instrument | 14,371 | ' |
Bank Overdrafts [Member] | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | 9.50% |
Repayments of Debt | 56,529 | ' |
Gain (Loss) on Repurchase of Debt Instrument | $56,529 | ' |
CAPITAL_LEASES_PAYABLE_Details
CAPITAL LEASES PAYABLE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Total capital leases payable | $110,218 | $88,483 |
Current maturities | 47,186 | 27,965 |
Capital leases payable, less current maturities | 63,032 | 60,518 |
April 2016 [Member] | ' | ' |
Total capital leases payable | 30,431 | 38,548 |
November 2014 [Member] | ' | ' |
Total capital leases payable | 10,847 | 17,183 |
July 2016 [Member] | ' | ' |
Total capital leases payable | 51,408 | 0 |
May 2013 [Member] | ' | ' |
Total capital leases payable | 0 | 7,389 |
February 2015 [Member] | ' | ' |
Total capital leases payable | $17,532 | $25,363 |
CAPITAL_LEASES_PAYABLE_Details1
CAPITAL LEASES PAYABLE (Details 1) (USD $) | Sep. 30, 2013 |
2014 | $54,608 |
2015 | 40,051 |
2016 | 24,509 |
Total minimum lease payments | 119,168 |
Less: amount representing interest | -8,950 |
Present Value of Net Minimum Lease Payments | $110,218 |
CAPITAL_LEASES_PAYABLE_Details2
CAPITAL LEASES PAYABLE (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
April 2016 [Member] | ' |
Number Of Monthly Installments | 49 |
Interest Expense, Lessee, Assets under Capital Lease | $1,081 |
Capital Lease Payable Interest Rate | 10.00% |
November 2014 [Member] | ' |
Number Of Monthly Installments | 32 |
Interest Expense, Lessee, Assets under Capital Lease | 800 |
Capital Lease Payable Interest Rate | 10.00% |
July 2016 [Member] | ' |
Number Of Monthly Installments | 34 |
Interest Expense, Lessee, Assets under Capital Lease | 1,560 |
Capital Lease Payable Interest Rate | 11.50% |
May 2013 [Member] | ' |
Number Of Monthly Installments | 14 |
Interest Expense, Lessee, Assets under Capital Lease | 1,470 |
Capital Lease Payable Interest Rate | 10.00% |
February 2015 [Member] | ' |
Number Of Monthly Installments | 36 |
Interest Expense, Lessee, Assets under Capital Lease | $1,022 |
Capital Lease Payable Interest Rate | 10.00% |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) | 3 Months Ended |
Sep. 30, 2013 | |
Risk-free interest rate | 0.01% |
Expected life of warrants | '3 years |
Expected volatility of underlying stock | 109.55% |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | 31-May-09 | Sep. 30, 2013 | Aug. 02, 2013 | |
Number Of Common Stock Warrants Issued | ' | ' | ' | ' | ' | 300,000 |
Class Of Warrant Or Right Term | ' | '3 years | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 3 | ' | ' | ' | 3 |
Secured Subordinate Convertible Notes Conversion Description | ' | 'the Note holder may convert his or her Note into shares of the Companys common stock (at ninety percent (90%) of the average closing price ten (10) days prior to conversion, unless a public offering is pending at the time of the conversion notice, which would result in the conversion price being the same price as the offering).The conversion price is subject to a floor of one dollar ($1 USD) per share; | ' | ' | ' | ' |
Secured Subordinate Convertible Notes Redemption Description | ' | 'the Note holder has the right to redeem the Note for a period of sixty (60) days following the eighteen (18) month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen (18) months after the issuance of the Note | ' | ' | ' | ' |
Debt Instrument, Face Amount | $3,000,000 | ' | ' | ' | $3,000,000 | ' |
Fair Value Of Conversion Features | 2,265,600 | ' | ' | ' | 2,265,600 | ' |
Fair Value Of Warrants | 884,600 | ' | ' | ' | 884,600 | ' |
Debt Instrument, Fair Value Disclosure | 3,150,200 | ' | ' | ' | 3,150,200 | ' |
Debt Discount On Conversion Features And Warrants | 3,000,000 | ' | ' | ' | 3,000,000 | ' |
Interest Expense, Short-term Borrowings, Total | ' | ' | ' | ' | 150,200 | ' |
Stock Issued During Period, Shares, Issued For Services | 25,000 | 300,000 | 4,000 | 5,000 | ' | ' |
Secured Subordinate Convertible Notes [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | $3,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 6.00% |
Debt Instrument, Term | ' | '36 months | ' | ' | ' | ' |
Debt Instrument, Description | ' | 'the Note holders shall receive ten percent (10%), pro rata, of the net profit of the Nottingham, England Hooters restaurant, paid quarterly for the life of the location, and ten percent (10%) of the net proceeds should the location be sold | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDER'S EQUITY (Details Textual) (USD $) | 1 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | Aug. 31, 2013 | Jun. 18, 2013 | Apr. 30, 2013 | Aug. 31, 2012 | 31-May-12 | 31-May-09 | Jul. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 18, 2013 | Jun. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Private Placement [Member] | Private Placement [Member] | Warrant One [Member] | Warrant Second [Member] | Warrant [Member] | Warrant [Member] | American Roadside Burgers, Inc [Member] | ||||||||||||
Class Of Warrants One [Member] | Class Of Warrants Two [Member] | Subsequent Event [Member] | |||||||||||||||||||
Common stock, shares authorized | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 4,467,896 | ' | ' | ' | ' | ' | ' | ' | 4,467,896 | 3,698,896 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 4,467,896 | ' | ' | ' | ' | ' | ' | ' | 4,467,896 | 3,698,896 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 |
Stock Issued During Period, Shares, Issued for Services | 25,000 | 300,000 | ' | 4,000 | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | 740,000 |
Stock Issued During Period, Value, Issued For Services | $117,000 | ' | ' | $7,720 | ' | $32,400 | ' | ' | $124,720 | ' | ' | $62,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity, Reverse Stock Split | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Effective May 11, 2012, the Company's common stock was reverse split, 1 share for each 2 shares issued, pursuant to a majority vote of the Company's shareholders. All share references have been adjusted as if the split occurred in to all periods presented | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration Statement Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company filed a Form S-1 Registration Statement under the Securities Act of 1933 which was declared effective on June 21, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period New Issues Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercisable Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Units And Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Proceeds From Issuance Of Units and Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding Indebtedness Converted In To Units and Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non Controlling Interest Converted In To Units and Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury stock cancelled (in shares) | ' | ' | ' | ' | 256,615 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense Related To Terminated Service Agreement | ' | ' | ' | ' | ' | ' | ' | 3,217 | 2,576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense Related To share issuance | ' | ' | ' | ' | ' | ' | ' | ' | 23,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,611,126 |
Class Of Warrant Or Right Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,710,077 |
Stock Issued During Period, Shares, New Issues | ' | ' | 298,678 | ' | ' | ' | ' | ' | ' | 2,444,450 | ' | 15,000 | ' | ' | 666,667 | 160,000 | 100,000 | 100,000 | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 5.5 | 7 | ' | ' | 3.25 | 5.25 | ' | ' | ' |
Warrants Maturity Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'five years | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | ' | ' | ' | ' | ' | ' | ' |
Amortized Expenses Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $49,780 | $149,340 | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Due to related parties | $12,191 | $13,733 |
Hoot SA I, LLC [Member] | ' | ' |
Due to related parties | 12,191 | 12,191 |
Chanticleer Investors, LLC [Member] | ' | ' |
Due to related parties | $0 | $1,542 |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Due from related parties | $116,305 | $117,899 |
Chanticleer Dividend Fund, Inc [Member] | ' | ' |
Due from related parties | 69,281 | 74,281 |
Chanticleer Investors, LLC [Member] | ' | ' |
Due from related parties | 1,207 | 0 |
Hoot SA II, III, IV LLC [Member] | ' | ' |
Due from related parties | $45,817 | $43,618 |
RELATED_PARTY_TRANSACTIONS_Det2
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | 9 Months Ended | |||||
Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | |
Durban [Member] | Johannesburg [Member] | Cape Town [Member] | Hoa Llc [Member] | Chanticleer Investors, LLC [Member] | Chanticleer Investors, LLC [Member] | Chanticleer Investors, LLC [Member] | Chanticleer Investors, LLC [Member] | North American Energy Resources Inc [Member] | North American Energy Resources Inc [Member] | Avenel Financial Group Inc [Member] | |
Notes Receivable, Related Parties | ' | ' | ' | $3,550,000 | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | ' | 0 | 31,880 | 61,793 | 38,578 | ' | ' | ' |
Income Received For Management Services Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' |
Income Received For Management Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,500 | ' |
Shares Contributed For Management Services | ' | ' | ' | ' | ' | ' | ' | ' | 1,790,440 | ' | ' |
Values Contributed For Management Services | ' | ' | ' | ' | ' | ' | ' | ' | 125,331 | ' | ' |
Investments In Related Party | 14,000 | 12,500 | 25,000 | ' | ' | ' | ' | ' | ' | ' | 6,441 |
Percentage Of Investments In Related Party | 0.40% | 0.30% | 0.58% | ' | ' | ' | ' | ' | ' | ' | ' |
SA Profits Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $49,816 |
SEGMENTS_OF_BUSINESS_Details
SEGMENTS OF BUSINESS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Revenues | $1,606,245 | $1,735,632 | $4,939,410 | $4,869,250 | ' |
Interest expense | 383,595 | 39,583 | 438,941 | 432,795 | ' |
Depreciation and amortization | 129,126 | 97,883 | 373,226 | 265,068 | ' |
Loss from continuing operations | -1,450,424 | -774,362 | -2,932,850 | -2,348,008 | ' |
Loss from discontinued operations | -4,403 | -18,913 | -19,513 | -124,872 | ' |
Non-controlling interest | 31,355 | 53,509 | 84,114 | 185,711 | ' |
Net loss | -1,423,472 | -739,766 | -2,868,249 | -2,287,169 | ' |
Assets | 14,965,952 | 7,148,143 | 14,965,952 | 7,148,143 | ' |
Non-restaurant investments | 1,062,062 | 1,104,309 | 1,062,062 | 1,104,309 | ' |
Total Assets | 16,028,014 | 8,252,452 | 16,028,014 | 8,252,452 | 7,646,431 |
Liabilities | 6,822,903 | 1,837,004 | 6,822,903 | 1,837,004 | 2,117,878 |
Expenditures for non-current assets | ' | ' | 215,861 | 1,169,191 | ' |
Management [Member] | ' | ' | ' | ' | ' |
Revenues | 25,000 | 25,000 | 75,000 | 75,000 | ' |
Interest expense | 377,978 | 28,097 | 410,834 | 165,602 | ' |
Depreciation and amortization | 1,085 | 2,444 | 4,360 | 6,969 | ' |
Loss from continuing operations | -1,251,160 | -492,334 | -2,363,459 | -1,410,843 | ' |
Assets | 5,046,476 | 3,250,439 | 5,046,476 | 3,250,439 | ' |
Liabilities | 3,970,112 | 407,935 | 3,970,112 | 407,935 | ' |
Expenditures for non-current assets | ' | ' | 0 | 1,346 | ' |
Restaurants [Member] | ' | ' | ' | ' | ' |
Revenues | 1,581,245 | 1,710,632 | 4,864,410 | 4,794,250 | ' |
Interest expense | 5,617 | 11,486 | 28,107 | 267,193 | ' |
Depreciation and amortization | 128,041 | 95,439 | 368,866 | 258,099 | ' |
Loss from continuing operations | -199,264 | -282,028 | -569,391 | -937,165 | ' |
Assets | 9,919,476 | 3,897,704 | 9,919,476 | 3,897,704 | ' |
Liabilities | 2,852,791 | 1,429,069 | 2,852,791 | 1,429,069 | ' |
Expenditures for non-current assets | ' | ' | $215,861 | $1,167,845 | ' |
SEGMENTS_OF_BUSINESS_Details_T
SEGMENTS OF BUSINESS (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Equity Method Investment, Ownership Percentage | 49.00% |
Outstanding Shares Acquired Percentage | 100.00% |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Sep. 30, 2013 |
2014 | $1,078,121 |
2015 | 1,085,188 |
2016 | 1,057,710 |
2017 | 753,539 |
thereafter | 3,998,379 |
Totals | $7,972,937 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Operating Leases, Rent Expense | $168,357 | $158,115 | $534,786 | $524,689 | ||||
Restaurants [Member] | ' | ' | ' | ' | ||||
Operating Leases, Rent Expense | 158,627 | [1] | 145,850 | [1] | 507,653 | [1] | 499,374 | [1] |
Management [Member] | ' | ' | ' | ' | ||||
Operating Leases, Rent Expense | $9,730 | [2] | $12,265 | [2] | $27,133 | [2] | $25,315 | [2] |
[1] | Included in restaurant operating expenses of the Consolidated Statement of Operations. | |||||||
[2] | Included in general and administrative expenses of the Consolidated Statement of Operations |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Nov. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | South African Restaurants [Member] | South African Restaurants [Member] | Hungary [Member] | ||||
Maximum [Member] | Minimum [Member] | ||||||
Lease Rental Payment | ' | $800 | $2,100 | ' | ' | ' | ' |
Lease Expiration Date | 30-Jun-13 | ' | ' | ' | ' | ' | ' |
Lease Term | ' | ' | ' | ' | '15 years | '10 years | '10 years |
Loss Contingency, Estimated Recovery from Third Party | 'Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $442,189). The Company has and will continue to vigorously defend itself in this matter | ' | ' | ' | ' | ' | ' |
Liability for Settlement Tax | ' | ' | ' | 50,000 | ' | ' | ' |
Accrued Income Taxes, Current | $384,245 | ' | ' | ' | ' | ' | ' |
DISCLOSURES_ABOUT_FAIR_VALUE_D
DISCLOSURES ABOUT FAIR VALUE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets: | ' | ' |
Available-for-sale securities | $12,062 | $56,949 |
Liabilities: | ' | ' |
Derivative liability | 2,341,500 | 0 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 10,562 | 55,449 |
Liabilities: | ' | ' |
Derivative liability | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 1,500 | 1,500 |
Liabilities: | ' | ' |
Derivative liability | 0 | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 0 | 0 |
Liabilities: | ' | ' |
Derivative liability | $2,341,500 | ' |
DISCLOSURES_ABOUT_FAIR_VALUE_D1
DISCLOSURES ABOUT FAIR VALUE (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Balance, January 1, 2013 | ' | ' | $0 | ' |
Change in fair value of derivative liablility | 75,900 | 0 | 75,900 | 0 |
Included in debt discount | ' | ' | 2,115,400 | ' |
Included in interest expense | ' | ' | 150,200 | ' |
Balance, September 30, 2013 | $2,341,500 | ' | $2,341,500 | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2013 | Aug. 31, 2013 | Jun. 18, 2013 | Apr. 30, 2013 | 31-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 02, 2013 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 3 | ' | ' | ' | ' | ' | 3 |
Stock Issued During Period, Shares, New Issues | ' | ' | 298,678 | ' | ' | ' | 2,444,450 | ' |
Fees and Commissions | ' | ' | ' | ' | ' | $32,000 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,400 | ' | ' | ' | ' | 6,400 | ' | ' |
Equity Method Investment, Ownership Percentage | 49.00% | ' | ' | ' | ' | 49.00% | ' | ' |
Business Combination, Consideration Transferred, Total | ' | ' | ' | ' | ' | 5,321,203 | ' | ' |
Stock Issued During Period, Shares, Issued For Services | 25,000 | 300,000 | ' | 4,000 | 5,000 | ' | ' | ' |
Warrants Term | ' | ' | ' | ' | ' | '5 years | ' | ' |
Private Placement [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 666,667 | ' | ' |
Common Stock Issued Under Private Placement Description | ' | ' | ' | ' | ' | 'Each Unit consists of (a) one (1) share of the Companys common stock, $0.001 par value per share (the Common Stock) and (b) one (1) five (5) year warrant, exercisable after twelve (12) months, to purchase one (1) share of common stock at an initial exercise price of five dollars ($5.00) (the Warrants). The funds are to be used to expand our restaurant footprint and for general working capital. | ' | ' |
Subsequent Event [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 15,000 | ' | ' |
Common Stock Issued Under Private Placement Description | ' | ' | ' | ' | ' | 'Each Unit consists of (a) one (1) share of the Companys common stock, $0.001 par value per share (the Common Stock) and (b) one (1) five (5) year warrant, exercisable after twelve (12) months, to purchase one (1) share of common stock at an initial exercise price of five dollars ($5.00) (the Warrants). | ' | ' |
Class Of Warrant Or Right Value Outstanding | 312,000 | ' | ' | ' | ' | 312,000 | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | 150,000 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 40,000 | ' | ' | ' | ' | 40,000 | ' | ' |
Equity Method Investment, Ownership Percentage | 51.00% | ' | ' | ' | ' | 51.00% | ' | ' |
Business Combination, Consideration Transferred, Total | ' | ' | ' | ' | ' | 434,325 | ' | ' |
Total Purchase Price, Ownership Interest | 560,000 | ' | ' | ' | ' | 560,000 | ' | ' |
Business Acquisition Purchase Price | 3,150,000 | ' | ' | ' | ' | 3,150,000 | ' | ' |
Subsequent Event [Member] | Private Placement [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | 2,500,000 | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 160,000 | ' | ' |
Shares Issued, Price Per Share | $3.75 | ' | ' | ' | ' | $3.75 | ' | ' |
Common Stock Issued Under Private Placement Description | ' | ' | ' | ' | ' | 'Each Unit consists of (a) one (1) share of the Companys common stock, $0.001 par value per share (the Common Stock) and (b) one (1) five (5) year warrant to purchase one (1) share of common stock. | ' | ' |
Class Of Warrant Or Right Value Outstanding | 312,000 | ' | ' | ' | ' | 312,000 | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | 150,000 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 40,000 | ' | ' | ' | ' | 40,000 | ' | ' |
Stock Issued During Period, Shares, Issued For Services | ' | ' | ' | ' | ' | 15,000 | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | 800,000 | ' | ' |
Aggregate Purchase Price Received From Sale Of Units | ' | ' | ' | ' | ' | 800,000 | ' | ' |
Warrants Term | ' | ' | ' | ' | ' | '5 years | ' | ' |
Subsequent Event [Member] | Class Of Warrants One [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 5.5 | ' | ' | ' | ' | 5.5 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 80,000 | ' | ' | ' | ' | 80,000 | ' | ' |
Subsequent Event [Member] | Class Of Warrants Two [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 7 | ' | ' | ' | ' | 7 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 80,000 | ' | ' | ' | ' | 80,000 | ' | ' |
Subsequent Event [Member] | Class Of warrants Three [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 5 | ' | ' | ' | ' | 5 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 44,000 | ' | ' | ' | ' | 44,000 | ' | ' |
Warrants Term | ' | ' | ' | ' | ' | '5 years | ' | ' |
Warrants Exercisable Value | ' | ' | ' | ' | ' | $179,000 | ' | ' |
RESIGNATION_OF_SOUTH_AFRICAN_C1
RESIGNATION OF SOUTH AFRICAN CHIEF FINANCIAL OFFICER (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Other receivable | $159,666 | $85,473 |
Chief Financial Officer [Member] | ' | ' |
Other receivable | 69,000 | 128,000 |
Amount Recovered From Cfo | 59,000 | ' |
Net Repayments Of Misappropriations Of Cash | $69,000 | $59,000 |