Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
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 | ' | 6,321,933 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $476,100 | $442,694 |
Accounts receivable | 173,863 | 227,181 |
Other receivable | 49,056 | 50,380 |
Inventories | 432,698 | 381,408 |
Due from related parties | 113,481 | 116,305 |
Prepaid expenses and other current assets | 570,184 | 495,165 |
TOTAL CURRENT ASSETS | 1,815,382 | 1,713,133 |
Property and equipment, net | 8,522,609 | 5,620,189 |
Goodwill | 9,168,405 | 6,496,756 |
Intangible assets, net | 3,408,349 | 3,424,632 |
Investments at fair value | 43,394 | 55,112 |
Other investments | 2,551,269 | 2,491,963 |
Deposits and other assets | 246,918 | 285,821 |
TOTAL ASSETS | 25,756,326 | 20,087,606 |
Current liabilities: | ' | ' |
Current maturities of long-term debt and notes payable | 1,474,735 | 835,454 |
Current maturities of convertible note payable, net of discount of $283,258 | 216,742 | 0 |
Derivative liability | 2,006,600 | 2,146,000 |
Accounts payable and accrued expenses | 2,704,386 | 2,425,873 |
Current maturities of capital leases payable | 58,717 | 59,162 |
Deferred rent | 109,699 | 53,303 |
Due to related parties | 12,191 | 12,191 |
TOTAL CURRENT LIABILITIES | 6,583,070 | 5,531,983 |
Convertible notes payable, net of discount of $ 2,333,333 and $2,583,333, respectively | 666,667 | 416,667 |
Capital leases payable, less current maturities | 89,880 | 105,918 |
Deferred rent | 1,837,777 | 1,055,138 |
Deferred tax liabilities | 1,313,450 | 1,340,000 |
Long-term debt, less current maturities | 196,868 | 398,906 |
TOTAL LIABILITIES | 10,687,712 | 8,848,612 |
Commitments and contingencies (Note 13) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock: $0.0001 par value; authorized 45,000,000 shares; issued and outstanding 6,321,933 and 5,387,897 shares at March 31, 2014 and December 31, 2013, respectively | 635 | 541 |
Additional paid in capital | 30,634,438 | 25,404,994 |
Other comprehensive loss | -64,342 | -88,370 |
Accumulated deficit | -15,923,126 | -14,472,816 |
Non-controlling interest | 421,009 | 394,645 |
TOTAL STOCKHOLDERS' EQUITY | 15,068,614 | 11,238,994 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $25,756,326 | $20,087,606 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Instrument Unamortized Discount, Current | $283,258 | ' |
Debt Instrument Unamortized Discount, Noncurrent | $2,333,333 | $2,583,333 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 6,321,933 | 5,387,897 |
Common stock, shares outstanding | 6,321,933 | 5,387,897 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenue: | ' | ' |
Restaurant sales, net | $5,546,938 | $1,642,122 |
Management fee income - non-affiliates | 25,000 | 25,000 |
Total revenue | 5,571,938 | 1,667,122 |
Expenses: | ' | ' |
Restaurant cost of sales | 1,983,281 | 627,888 |
Restaurant operating expenses | 3,281,827 | 980,155 |
General and administrative expenses | 1,614,794 | 720,210 |
Depreciation and amortization | 364,888 | 114,224 |
Total expenses | 7,244,790 | 2,442,477 |
Loss from operations | -1,672,852 | -775,355 |
Other income (expense) | ' | ' |
Equity in (losses) of investments | -40,694 | -14,247 |
Gain on extinguishment of debt | 0 | 70,900 |
Realized gains | 97,345 | 0 |
Miscellaneous income | 58,847 | 2,562 |
Change in fair value of derivative liabilities | 432,100 | 0 |
Interest expense | -336,830 | -36,943 |
Total other income | 210,768 | 22,272 |
Loss from operations before income taxes | -1,462,084 | -753,083 |
(Provision) expense for income taxes | -8,888 | 9,091 |
Net loss | -1,453,196 | -762,174 |
Less: Net loss attributable to non-controlling interest | 2,886 | 24,331 |
Net loss attributable to Chanticleer Holdings, Inc. | -1,450,310 | -737,843 |
Other comprehensive income (loss): | ' | ' |
Unrealized loss on available-for-sale securities (none applies to non-controlling interest) | -11,718 | -23,764 |
Foreign translation income | 35,746 | 13,516 |
Other comprehensive loss | ($1,426,282) | ($748,091) |
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: | ' | ' |
Net loss per attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: (in dollars per share) | ($0.24) | ($0.20) |
Weighted average shares outstanding, basic and diluted (in shares) | 5,974,495 | 3,698,896 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,453,196) | ($762,174) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 364,888 | 114,224 |
Equity in losses of investments | 40,694 | 14,247 |
Common stock issued for services | 228,857 | 0 |
Amortization of debt discount | 259,442 | 0 |
Derivative liability adjustment | -432,100 | 0 |
Decrease in deferred tax liability | -26,550 | 0 |
Amortization of warrants | 22,375 | 48,569 |
Gain on debt extinguishment | 0 | -70,900 |
Changes in operating assets and liabilities: | ' | ' |
Decrease in accounts and other receivables | 57,775 | 95,949 |
Decrease (increase) in prepaid expenses and other assets | 9,293 | -42,002 |
Decrease in inventory | 85,879 | 48,137 |
Increase (decrease) in accounts payable and accrued expenses | 32,397 | -34,400 |
Increase in deferred rent | 1,688 | 5,439 |
Advance from related parties for working capital | 0 | -37,804 |
Net cash used in operating activities | -808,558 | -620,715 |
Cash flows from investing activities: | ' | ' |
Franchise costs | 0 | -75,000 |
Cash acquired in acquisitions | 23,910 | 0 |
Purchase of investments | -100,000 | 0 |
Purchase of property and equipment | -67,702 | -23,839 |
Net cash used in investing activities | -143,792 | -98,839 |
Cash flows from financing activities: | ' | ' |
Loan proceeds, net | 993,088 | 0 |
Decrease in other liabilities | 0 | -118,987 |
Subsidiary capital received | 29,250 | 0 |
Loan and capital lease repayments | -72,328 | -13,388 |
Net cash provided by (used in) financing activities | 950,010 | -132,375 |
Effect of exchange rate changes on cash | 35,746 | 17,474 |
Net change in cash | 33,406 | -834,455 |
Cash, beginning of period | 442,694 | 1,223,803 |
Cash, end of period | 476,100 | 389,348 |
Supplemental cash flow information: | ' | ' |
Interest | 30,038 | 14,294 |
Income taxes | 1,776 | 0 |
Purchases of businesses: | ' | ' |
Current assets excluding cash and cash equivalents | 201,895 | 0 |
Property and equipment | 3,122,493 | 0 |
Goodwill | 2,671,649 | 0 |
Trade name/trademarks/franchise fees | 60,937 | 0 |
Deposits and other assets | 25,468 | 0 |
Liabilities assumed | -1,128,046 | 0 |
Common stock and warrants issued | -4,978,306 | 0 |
Cash received in excess of cash paid in acquisition | $23,910 | $0 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 3 Months Ended | ||
Mar. 31, 2014 | |||
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. Tulvine Systems, Inc. had limited operations and was considered a development stage company until July 2005. On April 25, 2005, Tulvine Systems, Inc. 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"), 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”), Pulse Time Trade (Pty) Ltd. (“PTT”), Crown Restaurants Kft. (“CRK”), American Roadside Burgers, Inc. (“ARB”), West End Wings Ltd. (“WEW”), JF Restaurants, L.L.C (“JFR”), JF Franchising Systems, L.L.C. (“JFFS”), Tacoma Wings, LLC, Jantzen Beach Wings, LLC, Oregon Owl’s Nest, LLC, Dallas Spoon, LLC and Dallas Spoon Beverage, LLC (collectively referred to as the “Company”). 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. On August 30, 2013 and January 8, 2014, the names of KPL and C&S were changed to Hooters SA (Pty) Ltd. and Chanticleer South Africa (Pty) Ltd., respectively. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). | |||
The Company has a calendar year-end reporting date of December 31. The accounts of two of its subsidiaries, JFR and WEW, are consolidated based on either a 52- or 53-week period ending on the Sunday closest to each December 31. No events occurred related to the difference between the Company’s reporting calendar year-end and the Company’s two subsidiaries year-end of December 29, 2013 that materially affected the Company’s financial position, results of operations, or cash flows. For the quarter ended March 31, 2013, the Company and all of its consolidated subsidiaries reported on a calendar quarter-end. For the quarter ended March 31, 2014, the Company and all subsidiaries reported on a calendar quarter-end with the exception of two non-calendar year-end subsidiaries, whose fiscal quarter each consisted of operations commencing December 30, 2013 and ending March 23 and March 30, 2014, respectively. No events occurred from these periods to March 31, 2014 that materially affect the Company’s financial position, results of operations, or cash flows. | |||
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 months ended March 31, 2014 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 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 on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014. Certain amounts for the prior year have been reclassified to conform to the current year presentation. | |||
LIQUIDITY, MANAGEMENT’S PLANS AND GOING CONCERN | |||
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2014, the Company had current assets of $1,815,382, current liabilities of $6,583,070, and a working capital deficit of $4,767,688. The Company incurred a loss of $1,450,310 during the three months ended March 31, 2014 and had an unrealized loss from available-for-sale securities of $11,718 and foreign currency translation gains of $35,746, resulting in a comprehensive loss of $1,426,282. The Company has historically met its liquidity requirements through the sale of equity and debt securities, and has also obtained funding at the subsidiary level for certain locations and joint ventures. The Company anticipates raising additional capital from one or more such sources during the remainder of 2014, although there can be no assurance that it will be able to do so. | |||
The Company's corporate general and administrative expenses were $1,614,794 for the first three months of 2014, including $251,232 non-cash expenses comprised of common stock issued for services and amortization of warrants. The expenses averaged approximately $1.0 million per quarter in 2013, including approximately $1.1 million non-cash expenses. The Company expects costs to increase as we expand our footprint domestically and internationally in 2014, however we expect costs to decrease as a percent of sales. Effective October 1, 2011, the Company acquired majority control of the initial three 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%. Domestically in 2013 the Company purchased 100% of ARB on September 30, 2013, and 56% of JFR and JFFS, owners of Just Fresh, a Charlotte, North Carolina-based casual dining concept, in December 2013. Effective November 7, 2013, the Company acquired 100% of an existing Hooters restaurant in Nottingham, England. On January 31, 2014, the Company closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as Spoon Bar and Kitchen in Dallas, Texas. In March 2013, the Company closed its investment management business, which saved us approximately $50,000 per quarter starting fully in the third quarter of 2013. The Company also has earned 49% of the operating results with our operating partner earning 51% in our Hooters location opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. During April 2014, the Company purchased an additional 11% of the Hooters location in Campbelltown from our Australian partner, increasing our ownership to 60%. Construction is also underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each) to open late in the second quarter of 2014. The Company also has a 5% interest in Beacher’s Madhouse, a variety show, which opened in Las Vegas, Nevada at the end of 2013. | |||
The Company has a note with a balance at March 31, 2014 of $207,813 owed to its bank which is due on 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 was due in April 2014 and for which an extension is currently being negotiated. As of March 31, 2014, the balance on the line of credit is $465,000. In February 2014 the Company secured a note with a bank for $500,000 due on August 10, 2014. The Company also has $3,000,000 of convertible debt which the Company used for our purchase of the Hooters Nottingham (United Kingdom) location 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 $3,000,000 in a private offering. These investors received 3 year warrants to purchase 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 closed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. In March 2014, the Company received proceeds of $500,000 from convertible debt which was used for continuing the Company’s growth and for working capital. The investor was issued 15% Secured Subordinate Convertible Notes and received five year warrants to purchase up to 30% of the number of shares of common stock issued upon conversion of the 2014 note exercisable at $5.25 per share. The conversion feature of the convertible debt and warrants was recorded as a derivative liability. In addition the Company has a note with at balance at March 31, 2014 of $125,000 owed to an outside company. The Company’s South African subsidiaries have bank overdraft and term facilities of $349,171 and ARB has a bank note payable of $24,531. The Company plans to continue to use limited partnerships or other financing vehicles, if necessary, to fund its share of costs for additional Hooters and other restaurants. | |||
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 at a purchase price of $3.75 per unit. Each Unit consists of one share of the Company’s common stock and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00. The Company employed a placement agent for the purpose of the private placement, and paid to the placement agent commissions in the total amount of $150,000 and five year warrants convertible into an aggregate of 40,000 shares. | |||
On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing a $800,000 private placement. Each Unit consists of one share of the Company’s common stock, $0.001 par value per share and one five- year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. 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-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 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 bank liabilities, resulting in a total gain on extinguishment of debt of approximately $71,000, which is presented in our financial statements as other income. | |||
In order to execute the Company’s long-term growth strategy, which includes continued expansion of the Company’s business by acquisition or developing or constructing, the Company will need to raise additional funds through public or private equity offerings, debt financings, or other means. | |||
The current constraints of cash flow from operations and the requirements to raise funds raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. | |||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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, 2013. | ||||||||
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 earnings per share, which is based on the weighted-average number of common shares outstanding plus all dilutive shares outstanding. | ||||||||
The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of March 31, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. | ||||||||
As of March 31, | ||||||||
2014 | 2013 | |||||||
Warrants | 8,244,331 | 5,001,458 | ||||||
Convertible notes payable | 1,042,500 | - | ||||||
Convertible Interest | 35,442 | - | ||||||
Totals | 9,322,273 | 5,001,458 | ||||||
RECLASSIFICATIONS | ||||||||
Certain amounts in the prior period have been reclassified to confirm to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. | ||||||||
Recent Accounting Pronouncements | ||||||||
There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements has been or will be adopted, as applicable, by the Company. At April 30, 2014, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. | ||||||||
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Business Combination Disclosure [Text Block] | ' | |||||||||||||||||||
3 | ACQUISITIONS | |||||||||||||||||||
The Company completed the following acquisitions: | ||||||||||||||||||||
· | American Roadside Burgers, effective September 30, 2013; | |||||||||||||||||||
· | West End Wings, LTD (Hooters Nottingham), effective November 7, 2013; | |||||||||||||||||||
· | Just Fresh, effective December 10, 2013; | |||||||||||||||||||
· | Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, effective January 31, 2014; and | |||||||||||||||||||
· | Dallas Spoon, LLC and Dallas Spoon Beverage, LLC, effective January 31, 2014. | |||||||||||||||||||
American Roadside Burgers (“ARB”) | ||||||||||||||||||||
On September 30, 2013, the Company 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 $5.00 per share. The warrants are exercisable beginning October 1, 2014 until September 30, 2018. 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. During March and April 2014, the Company began doing business as American Burger Co. at the two Charlotte ARB locations. | ||||||||||||||||||||
The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The condensed consolidated statements of operations 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 based on information currently available and based on certain assumptions as to future operations. | ||||||||||||||||||||
West End Wings (“WEW” or “Hooters Nottingham”) | ||||||||||||||||||||
On November 6, 2013, the Company closed the purchase of West End Wings LTD, which is the owner of the Nottingham, England Hooters restaurant location. The purchase price paid by the Company for WEW was $3,150,000. | ||||||||||||||||||||
The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The condensed consolidated statements of operations include the results of the Hooters Nottingham operations beginning November 7, 2013. The assets acquired and the liabilities assumed were recorded at November 6, 2013 at estimated fair values as determined by the Company’s management. | ||||||||||||||||||||
Just Fresh (“JF”) | ||||||||||||||||||||
On November 5, 2013, the Company entered into a Subscription Agreement with JFR and JFFS, for the purchase of a 51% ownership interest in each entity, for a total purchase price of $560,000. The transaction closed on December 10, 2013 with the execution of an Assignment, Assumption, Joinder, and Amendment Agreement with both JFR and JFFS. On December 11, 2013, the Company purchased an additional 5% interest in both JFR and JFFS from an original interest holder for the total purchase price of $30,000, increasing the Company’s ownership interest in JFR and JFFS to a total of 56%. | ||||||||||||||||||||
Just Fresh currently operates six 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. | ||||||||||||||||||||
Tacoma Wings, Jantzen Beach Wings and Oregon Owl’s Nest (“Hooters Pacific NW”) | ||||||||||||||||||||
On January 31, 2014, pursuant to an Agreement and Plan of Merger executed on December 31, 2013, the Company completed the acquisition of all of the outstanding shares of each of Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon, respectively. These entities were purchased from Hooters of Washington, LLC and Hooters of Oregon Partners, LLC (collectively, the “Hooters Sellers”) for a total purchase price of 680,272 Company units, with each unit consisting of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, the Hooters Sellers were granted registration rights with respect to the Company’s common stock issued and underlying the warrants, and franchise rights and leasehold rights to the locations were transferred to the Company. | ||||||||||||||||||||
Dallas Spoon and Dallas Spoon Beverage (“Spoon”) | ||||||||||||||||||||
Also on January 31, 2014, pursuant to an Agreement and Plan of Merger executed on January 14, 2014, the Company completed the acquisition of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC from Express Restaurant Holdings, LLC and Express Restaurant Holdings Beverage, LLC. The purchase price of 195,000 Company units was paid to Express Working Capital, LLC (“EWC”); the units consist of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to the Company’s common stock issued and underlying the warrants, and all leaseholds and other rights were transferred to the Company. | ||||||||||||||||||||
The acquisitions were accounted for using the purchase method of accounting and, accordingly, the condensed consolidated statements of operations include the results of these operations from the dates of acquisition. The assets acquired and the liabilities assumed were recorded at estimated fair values based on information currently available and based on certain assumptions as to future operations as follows: | ||||||||||||||||||||
2013 Acquisitions | 2014 Acquisitions | |||||||||||||||||||
ARB | WEW | JF | Hooters | Spoon | Total | |||||||||||||||
Pacific NW | ||||||||||||||||||||
Consideration paid: | ||||||||||||||||||||
Common stock | $ | 3,611,126 | $ | - | $ | - | $ | 2,891,156 | $ | 828,750 | $ | 7,331,032 | ||||||||
Warrants | 1,710,077 | - | - | 978,000 | 280,400 | 2,968,477 | ||||||||||||||
Cash | - | 3,150,000 | 590,000 | - | - | 3,740,000 | ||||||||||||||
Total consideration paid | 5,321,203 | 3,150,000 | 590,000 | 3,869,156 | 1,109,150 | 14,039,509 | ||||||||||||||
Current assets, excluding cash | 281,574 | 151,546 | 42,206 | 112,078 | 89,817 | 677,221 | ||||||||||||||
Property and equipment | 3,000,122 | 20,493 | 242,531 | 2,731,031 | 391,462 | 6,385,639 | ||||||||||||||
Goodwill | 2,550,611 | 3,124,507 | 425,151 | 1,951,909 | 719,740 | 8,771,918 | ||||||||||||||
Trademark/trade name/franchise fee | 1,784,443 | - | 1,010,000 | 60,937 | - | 2,855,380 | ||||||||||||||
Deposits and other assets | 98,035 | - | - | 20,275 | 5,193 | 123,503 | ||||||||||||||
Total assets acquired, less cash | 7,714,785 | 3,296,546 | 1,719,888 | 4,876,230 | 1,206,212 | 18,813,661 | ||||||||||||||
Liabilities assumed | -1,490,288 | -337,831 | -282,317 | -1,009,348 | -118,698 | -3,238,482 | ||||||||||||||
Deferred tax liabilities | -956,000 | - | -384,000 | - | - | -1,340,000 | ||||||||||||||
Non-controlling interest | - | - | -463,571 | - | - | -463,571 | ||||||||||||||
Common stock and warrants issued | -5,321,203 | - | - | -3,869,156 | -1,109,150 | -10,299,509 | ||||||||||||||
Cash paid | - | -3,150,000 | -590,000 | - | - | -3,740,000 | ||||||||||||||
Cash received in excess of cash paid | $ | 52,706 | $ | 191,285 | $ | - | $ | 2,274 | $ | 21,636 | $ | 267,901 | ||||||||
Unaudited pro forma results of operations for the quarter ended March 31, 2014 and 2013, as if the Company had acquired majority ownership of the operation on January 1 of each year is as follows. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
March 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Net revenues | $ | 6,058,859 | $ | 5,650,789 | ||||||||||||||||
Loss from continuing operations | -1,505,272 | -1,070,811 | ||||||||||||||||||
Loss attributable to non-controlling interest | -2,886 | -47,251 | ||||||||||||||||||
Net loss | $ | -1,508,158 | $ | -1,118,062 | ||||||||||||||||
Net loss per share, basic and diluted | $ | -0.25 | $ | -0.3 | ||||||||||||||||
Weighted average shares outstanding, basic and diluted | 5,974,495 | 3,698,896 | ||||||||||||||||||
INVESTMENTS
INVESTMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | ' | ||||||||||||||||
4 | INVESTMENTS | ||||||||||||||||
INVESTMENTS AT FAIR VALUE CONSIST OF THE FOLLOWING AT MARCH 31, 2014 AND DECEMBER 31, 2013. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Available-for-sale investments at fair value | $ | 43,394 | $ | 55,112 | |||||||||||||
Total | $ | 43,394 | $ | 55,112 | |||||||||||||
AVAILABLE-FOR-SALE SECURITIES | |||||||||||||||||
Activity in our available-for-sale securities may be summarized as follows: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cost at beginning and end of periods | $ | 263,331 | $ | 263,331 | |||||||||||||
Unrealized loss | -219,937 | -208,219 | |||||||||||||||
Total | $ | 43,394 | $ | 55,112 | |||||||||||||
Our available-for-sale securities consist of the following: | |||||||||||||||||
Unrecognized | Realized | Loss | |||||||||||||||
Holding | Fair | Holding | on | ||||||||||||||
Cost | Losses | Value | Loss | Sale | |||||||||||||
31-Mar-14 | |||||||||||||||||
Appalachian Mountain Brewery | 1,500 | 31,332 | 32,832 | - | - | ||||||||||||
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 | $ | -219,937 | $ | 43,394 | $ | - | $ | - | ||||||||
31-Dec-13 | |||||||||||||||||
Appalachian Mountain Brewery | 1,500 | 43,050 | 44,550 | - | - | ||||||||||||
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 | $ | -208,219 | $ | 55,112 | $ | - | $ | - | ||||||||
Appalachian Mountain Brewery (“AMB”), formerly North Carolina Natural Energy, Inc. (“NCNE”) – AMB is a successor to NCNE and is currently traded under the ticker HOPS. AMB began trading under this symbol on January 7, 2014, previously it was traded under ticker NCNE on the OTC stock market. As of March 31, 2014, the Company held 7,200 shares of AMB stock with a closing price of $4.56 per share. As of December 31, 2013, the Company held 16,200 shares of AMB with a closing price of $2.75 per share. AMB makes craft beer with plans to expand its distribution network. AMB expects to have a food service line in addition to its beer products. NCNE was a successor to Remodel Auction Incorporated whose business was discontinued. The Company originally 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 and the Company did not adjust the cost upon the change to AMB. | |||||||||||||||||
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 March 31, 2014 and December 31, 2013, the stock was $0.004 per share, and the Company recorded an unrealized loss of $123,200 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 March 31, 2014 and December 31, 2013, the Company recorded an unrealized loss of $9,900, based on the market value at the time. At December 31, 2011, the shares were valued at $18,000 and the Company recorded unrealized appreciation of $7,500. | |||||||||||||||||
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 March 31, 2014 and December 31, 2013, the Company recorded an unrealized loss of $118,169, based on the market value of the securities. | |||||||||||||||||
OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT MARCH 31, 2014 AND DECEMBER 31, 2013. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Investments accounted for under the equity method | $ | 1,001,269 | $ | 941,963 | |||||||||||||
Investments accounted for under the cost method | 1,550,000 | 1,550,000 | |||||||||||||||
Total | $ | 2,551,269 | $ | 2,491,963 | |||||||||||||
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | |||||||||||||||||
Activity in investments accounted for using the equity method is summarized as follows: | |||||||||||||||||
Three Months | Year Ended | ||||||||||||||||
Ended March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance, beginning of year | $ | 941,963 | $ | 1,066,915 | |||||||||||||
Equity in losses | -40,694 | -125,017 | |||||||||||||||
New investments | 100,000 | 100,000 | |||||||||||||||
Return of capital | - | -99,935 | |||||||||||||||
Balance, end of period | $ | 1,001,269 | $ | 941,963 | |||||||||||||
Equity investments consist of the following at March 31, 2014 and December 31, 2013: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying value: | |||||||||||||||||
Hoot Campbelltown Pty. Ltd. (49%) - Australia | $ | 550,782 | $ | 483,603 | |||||||||||||
Second Hooters location (49%) - Australia | 358,833 | 384,605 | |||||||||||||||
Third Hooters location (49%) - Australia | 91,654 | 73,755 | |||||||||||||||
$ | 1,001,269 | $ | 941,963 | ||||||||||||||
Equity in losses from equity investments during the three months ended March 31, 2014 and 2013 follows: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Equity in losses: | |||||||||||||||||
Australia locations (49%) | -40,694 | -14,247 | |||||||||||||||
$ | -40,694 | $ | -14,247 | ||||||||||||||
The summarized financial data below includes the Hoot Campbelltown location in Australia, which we owned 49% of at March 31, 2014 and 2013 and the two Hooters locations under construction which we own 49% of at March 31, 2014 and have incurred certain pre-opening costs. Subsequent to the end of the fiscal quarter, we increased our ownership of the Campbelltown location and the two other Hooters locations under construction in Australia to 60% each.: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Revenue | $ | 501,835 | $ | 634,574 | |||||||||||||
Gross profit | 354,360 | 444,896 | |||||||||||||||
Recurring expenses | 370,321 | 473,972 | |||||||||||||||
Pre-opening costs | 67,086 | - | |||||||||||||||
Loss from continuing operations | -83,047 | -29,076 | |||||||||||||||
Net loss | -83,047 | -29,076 | |||||||||||||||
The summarized balance sheets for the three locations in Australia of which we owned 49% at March 31, 2014 and December 31, 2013 follows: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
ASSETS | |||||||||||||||||
Current assets | $ | 380,913 | $ | 362,085 | |||||||||||||
Non-current assets | 3,302,545 | 3,089,230 | |||||||||||||||
TOTAL ASSETS | $ | 3,683,458 | $ | 3,451,315 | |||||||||||||
LIABILITIES | |||||||||||||||||
Current liabilities | $ | 879,637 | $ | 972,885 | |||||||||||||
PARTNER'S EQUITY | 2,803,821 | 2,478,430 | |||||||||||||||
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ | 3,683,458 | $ | 3,451,315 | |||||||||||||
CHA (Hoot Campbelltown Pty. Ltd, Hoot Townsville 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 own 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. The second and third locations are under construction with plans to open late in the second quarter of 2014. Subsequent to the end of the fiscal quarter, we increased our ownership of the Campbelltown location and the two other Hooters locations under construction in Australia to 60% each. | |||||||||||||||||
INVESTMENTS ACCOUNTED FOR USING THE COST METHOD | |||||||||||||||||
A summary of the activity in investments accounted for using the cost method follows. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Investments at cost: | |||||||||||||||||
Balance, beginning of year | $ | 1,550,000 | $ | 1,050,000 | |||||||||||||
New investments | - | 500,000 | |||||||||||||||
Total | $ | 1,550,000 | $ | 1,550,000 | |||||||||||||
Investments at cost consist of the following at March 31, 2014 and December 31, 2013: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Chanticleer Investors, LLC | $ | 800,000 | $ | 800,000 | |||||||||||||
Edison Nation LLC (FKA Bouncing Brain Productions) | 250,000 | 250,000 | |||||||||||||||
Beacher's Madhouse | 500,000 | 500,000 | |||||||||||||||
$ | 1,550,000 | $ | 1,550,000 | ||||||||||||||
Chanticleer Investors LLC - The Company sold half 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 on 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 half 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 March 31, 2014 and December 31, 2013. | |||||||||||||||||
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 2014 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. | |||||||||||||||||
Beacher's Madhouse – In December 2013, the Company acquired a 5% minority interest in Beacher’s, a variety show and nightclub experience, for $500,000. Beacher’s opened in late 2013 at an 8,500 square-foot performance theater located in the MGM Grand Hotel & Casino located on the strip in Las Vegas. Prior to the Las Vegas opening, the show was located in Los Angeles, California, and in which the Company has no stake. The Company also received the right to participate in the financing of up to 25% offered to third party investors in any new Beacher's Madhouse location as well as the exclusive rights to the United Kingdom, South Africa and Australia. | |||||||||||||||||
Based on the current status of this investment, the Company does not consider the investment to be impaired. | |||||||||||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
5 | PROPERTY AND EQUIPMENT | |||||||
Property and equipment consists of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Office and computer equipment | $ | 51,746 | $ | 50,780 | ||||
Furniture and fixtures | 47,686 | 47,686 | ||||||
Restaurant furnishings and equipment | 9,906,867 | 6,716,666 | ||||||
10,006,299 | 6,815,132 | |||||||
Accumulated depreciation | -1,483,690 | -1,194,943 | ||||||
$ | 8,522,609 | $ | 5,620,189 | |||||
Restaurant furnishings and equipment consists of leasehold improvements, and bar, kitchen and restaurant equipment used in our restaurant locations. | ||||||||
Capital lease assets are included in the totals above and consist of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Capital lease assets | $ | 270,567 | $ | 263,392 | ||||
Accumulated depreciation | -126,196 | -104,946 | ||||||
$ | 144,371 | $ | 158,446 | |||||
Three months ended March 31: | ||||||||
Depreciation expense | $ | 21,250 | $ | 13,289 | ||||
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||||
6 | INTANGIBLE ASSETS, NET | ||||||||||
GOODWILL | |||||||||||
Goodwill is summarized by location as follows: | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
South Africa | $ | 396,487 | $ | 396,487 | |||||||
ARB | 2,550,611 | 2,550,611 | |||||||||
WEW (Nottingham) | 3,124,507 | 3,124,507 | |||||||||
JF | 425,151 | 425,151 | |||||||||
Hooters Pacific NW | 1,951,909 | - | |||||||||
Spoon | 719,740 | - | |||||||||
$ | 9,168,405 | $ | 6,496,756 | ||||||||
Goodwill resulted from the excess paid over the fair value of the net assets acquired for the three operating restaurants in South Africa effective October 1, 2011, our ARB, Just Fresh and WEW acquisitions as of September 30, 2013, November 6, 2013 and December 10, 2013 respectively, and our acquisitions of Hooters Pacific NW and Spoon as of January 31, 2014. | |||||||||||
OTHER INTANGIBLE ASSETS | |||||||||||
Franchise cost for the Company’s Hooters restaurants and trademark/trade name for the Company’s Just Fresh and ARB entities consists of the following at March 31, 2014 and December 31, 2013. The Company is amortizing these franchise costs from the opening of each restaurant for the 20-year term of the franchise agreement with HOA and the trademark/trade name over its estimated 10-year useful lives. | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Franchise cost: | |||||||||||
South Africa | $ | 448,888 | $ | 448,888 | |||||||
Brazil * | 135,000 | 135,000 | |||||||||
Hungary | 106,506 | 106,506 | |||||||||
Hooters Pacific NW | 60,937 | - | |||||||||
751,331 | 690,394 | ||||||||||
Trade name/trademark: | |||||||||||
Just Fresh | 1,010,000 | 1,010,000 | |||||||||
ARB | 1,784,220 | 1,784,327 | |||||||||
2,794,220 | 2,794,327 | ||||||||||
Total intangible cost | 3,545,551 | 3,484,721 | |||||||||
Accumulated amortization | -137,202 | -60,089 | |||||||||
Intangible assets, net | $ | 3,408,349 | $ | 3,424,632 | |||||||
Three months ended March 31, 2014 and 2013: | |||||||||||
Amortization expense | $ | 76,220 | $ | 5,133 | |||||||
Amortization for franchise costs and trade name/trademarks are as follows: | |||||||||||
March 31, | Franchise fee | Trade name | Total | ||||||||
2014 | $ | 33,770 | $ | 279,427 | $ | 313,197 | |||||
2015 | 33,770 | 279,427 | 313,197 | ||||||||
2016 | 33,770 | 279,427 | 313,197 | ||||||||
2017 | 33,770 | 279,427 | 313,197 | ||||||||
2018 | 33,770 | 279,427 | 313,197 | ||||||||
Thereafter | 380,030 | 1,327,334 | 1,707,364 | ||||||||
Totals | $ | 548,880 | $ | 2,724,469 | $ | 3,273,349 | |||||
* The Brazil franchise cost is not being amortized until we open a restaurant. | |||||||||||
LONGTERM_DEBT_AND_NOTES_PAYABL
LONG-TERM DEBT AND NOTES PAYABLE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
7 | LONG-TERM DEBT AND NOTES PAYABLE | |||||||
Long-term debt and notes payable are summarized as follows. | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Note payable to a bank due in monthly installments of $4,406 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 assets and guaranteed by an officer of the Company | $ | 207,813 | $ | 218,119 | ||||
Line of credit to a bank, expires April 10, 2014, interest rate of Wall Street Journal Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5% | 465,000 | 472,000 | ||||||
Note payable to a bank due interest only at a 5% rate; balloon principal payment due August 10, 2014; collateralized by substantially all of the Company's assets and guaranteed by an officer of the Company | 500,088 | - | ||||||
Note payable to a bank, matures August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1% | 24,531 | 38,614 | ||||||
Loan agreement with an outside company on December 23, 2013, interest at 1% per month, accrued interest and principal due February 23, 2014, unsecured | 125,000 | 150,000 | ||||||
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at March 31, 2014 | 88,532 | 79,372 | ||||||
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016 | 123,007 | 133,448 | ||||||
Term facility dated December 1, 2013; monthly payments of $3,172 including interest at 12.5%; Due December 1, 2018; secured by a bond on all moveable assets at our Pretoria, South Africa location and partially guaranteed by our CEO | 137,632 | 142,807 | ||||||
1,671,603 | 1,234,360 | |||||||
Current portion of long-term debt | 1,474,735 | 835,454 | ||||||
Long-term debt, less current portion | $ | 196,868 | $ | 398,906 | ||||
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-year term from the closing date. 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 expired on April 10, 2014. | ||||||||
The Company is currently negotiating with the lender to extend the debt with an expiration date of April 10, 2014. The lender has not issued a formal notice of default to the Company. | ||||||||
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 (3.25% as of March 31, 2014) 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. | ||||||||
In addition, in February 2014 the Company secured a note with Paragon for $500,000 due on August 10, 2014. The note bears interest at a 5% annual rate, payments of interest only are due monthly until the due date. | ||||||||
This increases the Company’s aggregate obligation to Paragon to approximately $1.2 million at March 31, 2014. | ||||||||
ARB entered into a term note with TD Bank in 2008 for $300,000, which has a balance of $24,531 at March 31, 2014 and 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 payment 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 ARB’s assets. | ||||||||
On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000, due on February 23, 2014. Interest is compounded monthly at a rate of 1%. As of February 23, 2014, the Company was not in compliance with the terms of this note due to non-payment of principal and interest. On March 21, 2014, the Company paid the note holder $25,000 of principal and $4,751 of accrued interest. However, the note holder has not issued a formal notice of default to the Company. | ||||||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ' | |||||||
Convertible Notes Payable Disclosure Text block [Text Block] | ' | |||||||
8 | cONVERTIBLE NOTEs PAYABLE | |||||||
Convertible notes payable at March 31, 2014 and December 31, 2013 are as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
6% Convertible notes payable issued in August 2013 | $ | 3,000,000 | $ | 3,000,000 | ||||
Discounts on above convertible note | -2,333,333 | -2,583,333 | ||||||
15% Convertible notes payable issued in March 2014 | 500,000 | - | ||||||
Discounts on above convertible note | -283,258 | - | ||||||
883,409 | 416,667 | |||||||
Current portion of convertible notes payable | -216,742 | - | ||||||
Convertible notes payable, less current portion | $ | 666,667 | $ | 416,667 | ||||
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 (“Notes”) for a total of $3,000,000 in a private offering collateralized by the assets of the Hooters Nottingham restaurant. The funding from the private offering was used exclusively for the acquisition of the Hooters Nottingham restaurant location (acquisition described in Note 3). The Notes have the following principal terms: | ||||||||
⋅ | the principal amount of each Note shall be repaid within 36 months of the issuance date at a non-compounded 6% interest rate per annum payable quarterly beginning on the original issue date and continuing thereafter until the maturity date; | |||||||
⋅ | the Note holders shall receive 10%, pro rata, of the net profit of the Hooters Nottingham restaurant, paid quarterly for the life of the location, and 10% of the net proceeds should the location be sold; | |||||||
⋅ | the consortium of investors received a total of 300,000 three-year warrants, exercisable at $3.00 per share; | |||||||
⋅ | Beginning six months after the original issue date and until this debenture is no longer outstanding, each Note holder may convert his or her Note into shares of the Company’s common stock (at 90% of the average closing price ten 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 $1.00 per share; | |||||||
⋅ | each Note holder has the right to redeem the Note for a period of sixty days following the eighteen month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen 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 completed 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 is $2,265,600 and $884,600, respectively, and the aggregated total equal $3,150,200. Consequently, upon issuance of the Note, a debt discount of $3,000,000 was recorded and the original 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 each was estimated using the Black-Scholes option-pricing model which approximated the Binomial Lattice model. Key assumptions used to apply this pricing model during the three months ended March 31, 2014 were as follows: | ||||||||
Risk-free interest rate | 0.15%-0.79% | |||||||
Expected life | 1-5 years | |||||||
Expected volatility | 62%-89% | |||||||
The expected stock price volatility for the Company’s stock options was determined by the historical volatilities of comparable companies. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. | ||||||||
In March 2014, the Company entered into an agreement whereby the Company issued a convertible promissory note for a total of 500,000. The note accrues monthly interest of 1.25% until the date the note is converted. The note is convertible into the Company’s common stock (at 85% of the offering price in a future offering or 85% of the VWAP). The conversion price is subject to a floor of $3.00 per share. If not converted, the note matures one year from the issuance date. | ||||||||
In connection with the issuance of the March 2014 convertible promissory note, the Company also issued to the investors warrants to purchase up to 30% of the number of shares of Common Stock issued upon conversion of the 2014 note, exercisable at $5.25 per share for a period of up to 5 years from the Note's original issuance date. | ||||||||
The Company accounted for the issuance of the convertible promissory note and the warrants attached to the note in accordance with ASC 815 “Derivatives and Hedging.” Accordingly, the warrants and the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $9,442. The debt discount relates to the beneficial conversion feature embedded in the conversion option and the fair value of the warrants attached to the notes. The debt discount is charged back to interest expense ratably over the term of the convertible note. | ||||||||
CAPITAL_LEASES_PAYABLE
CAPITAL LEASES PAYABLE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Capital Lease Obligations [Abstract] | ' | |||||||
Capital Lease Obligations [Text Block] | ' | |||||||
9 | Capital Leases Payable | |||||||
Capital leases payable at March 31, 2014 and December 31, 2013 is associated with the South African operations and consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Capital lease payable, due in 49 monthly installments of $1,081, including interest at 10%, through April 2016 | $ | 25,939 | $ | 28,589 | ||||
Capital lease payable, due in 32 monthly installments of $800 including interest at 10%, through November 2014 | 6,352 | 8,627 | ||||||
Capital leases payable, due in 34 monthly installments of $1,560, including interest at 11.5%, through July 2016 | 44,420 | 46,721 | ||||||
Capital lease payable, due in 34 monthly installments of $2,200, including interest at 11.5%, through November 2016 | 61,580 | 66,354 | ||||||
Capital lease payable, due in 36 monthly installments of $1,022, including interest at 10%, through February 2015 | 10,306 | 14,789 | ||||||
Total capital leases payable | 148,597 | 165,080 | ||||||
Current maturities | 58,717 | 59,162 | ||||||
Capital leases payable, less current maturities | $ | 89,880 | $ | 105,918 | ||||
The current capital leases cover point of sale and other equipment for five of the South African restaurants. Annual requirements for capital lease obligations are as follows: | ||||||||
March 31, | Amount | |||||||
2015 | $ | 58,717 | ||||||
2016 | 57,063 | |||||||
2017 | 32,817 | |||||||
Total minimum lease payments | 148,597 | |||||||
Less: amount representing interest | -12,140 | |||||||
Present Value of Net Minimum Lease Payments | $ | 136,457 | ||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |
Mar. 31, 2014 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity Note Disclosure [Text Block] | ' | |
10 | Stockholders’ Equity | |
The Company has 45,000,000 shares of its $0.0001 par value common stock authorized at both March 31, 2014 and December 31, 2013, and 6,321,933 shares issued and 5,387,897 shares outstanding at March 31, 2014 and December 31, 2013, respectively. | ||
2014 Transactions | ||
On January 31, 2014, pursuant to an Agreement and Plan of Merger executed on December 31, 2013, the Company completed the acquisition of all of the outstanding shares of Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon and a gaming facility operated through the Oregon Lottery system (collectively “Hooters Pacific NW”) for a total purchase price of 680,272 Company units, valued at approximately $3.9 million, with each unit consisting of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As a part of this transaction, the sellers were granted registration rights with respect to the Company’s common stock issued and underlying the warrants. | ||
Also on January 31, 2014, pursuant to an Agreement and Plan of Merger executed on January 14, 2014, the Company completed the acquisition of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC from Express Restaurant Holdings, LLC and Express Restaurant Holdings Beverage, LLC. The purchase price of 195,000 Company units, valued at approximately $1.1 million, was paid to Express Working Capital, LLC (“EWC”); the units consist of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to the Company’s common stock issued and underlying the warrants. | ||
During the first three months of 2014 the Company issued 58,764 shares valued at $228,857 for investor relations services. | ||
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. | ||
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 $93,600, representing four of five months in 2013 and will expense the final month in 2014. | ||
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. | ||
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 at a purchase price of $3.75 per unit. Each unit consists of one share of the Company’s common stock, $0.001 par value per share and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00. | ||
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 year warrants convertible into an aggregate of 80,000 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 investor relations services. | ||
On November 5, 2013, the Company entered into a Subscription Agreement with JFR and JFFS for the purchase of a 51% ownership interest in each entity, for a total purchase price of $560,000. The transaction closed on December 10, 2013 with the execution of an Assignment, Assumption, Joinder, and Amendment Agreement with both JFR and JFFS. On December 11, 2013, the Company purchased an additional 5% interest in both JFR and JFFS from an original interest holder for the total purchase price of $30,000, increasing the Company’s ownership interest in JFR and JFFS to a total of 56%. | ||
On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the Investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing an $800,000 private placement. Each unit consists of one share of the Company’s common stock, $0.001 par value per share and one five-year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. The Company has paid a placement fee by issuing an aggregate of 80,000 five- year warrants valued at approximately $312,000 using the Black-Scholes model. | ||
On November 26, 2013, the Company finalized a Subscription Agreement (the “Beacher’s Subscription Agreement”) with Beachers’ LV, LLC (“Beachers”), whereby the Company subscribed for five units, with each Unit consisting of a 1% membership interest in Beachers. The total capital contribution made by the Company to Beachers was $500,000. In connection with the Subscription Agreement, the Company executed a Right to Purchase Agreement with Madhouse Worldwide Investments, LLC (“MWI”) whereby the Company issued fifty three thousand three hundred and thirty four (53,334) shares of the Company’s common stock, valued at approximately $260,000, to MWI or its assigns, in exchange for a two-year option to purchase up to 25% of any ownership interest in any future Beacher’s nightclub to be offered to third party investors, and a three-year exclusive option to propose funding, participate in funding, and open future Beacher’s nightclubs in South Africa, Australia, and the United Kingdom. The Company also issued an aggregate of 50,000 five-year warrants valued at approximately $176,000 using the Black-Scholes model. | ||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions Disclosure [Text Block] | ' | |||||||
11 | RELATED PARTY TRANSACTIONS | |||||||
Due from related parties | ||||||||
The Company has earned income from and made advances to related parties. The amounts owed to the Company at March 31, 2014 and December 31, 2013 is as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Chanticleer Dividend Fund, Inc. | $ | 67,401 | $ | 69,281 | ||||
Chanticleer Investors | 65 | 1,207 | ||||||
Hoot SA II, III, IV LLC | 46,015 | 45,817 | ||||||
$ | 113,481 | $ | 116,305 | |||||
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 March 31, 2014 and December 31, 2013 are as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Hoot SA I, LLC | $ | 12,191 | $ | 12,191 | ||||
$ | 12,191 | $ | 12,191 | |||||
Chanticleer Investors LLC | ||||||||
Investors LLC collected its note receivable and reinvested $3,550,000 in HOA LLC (See Note 4). | ||||||||
Chanticleer Investors II LLC | ||||||||
The Company manages Investors II and earned management income of $0 and $61,743 in the three months ended March 31, 2014 and 2013, respectively. The operations were discontinued in 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, through Advisors, will 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") | ||||||||
Mr. Pruitt 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. Mr. Pruitt resigned as CEO of NAEY in December 2010 and remains a director. During June 2011, Mr. Pruitt 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 was entitled to receive approximately 2.0%, 1.5%, and 2.9%, respectively, of the net profits after taxation (“SA Profits”) of each of the locations until payout. As of March 31, 2014, 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 | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||
12 | SEGMENTS OF BUSINESS | |||||||
We announced our intention to exit investment management and consulting services businesses in the first quarter of fiscal 2013 and completed the exit during the second quarter of 2013. Accordingly, at December 31, 2013, we no longer report by segment. | ||||||||
The following are revenues, and operating loss for the three months ended March 31, 2014 and 2013 by geographic area and long-lived assets as of March 31, 2014 and December 31, 2013 by geographic area: | ||||||||
Three months ended March 31, 2014 and 2013 | ||||||||
Revenue: | 2014 | 2013 | ||||||
United States | $ | 2,860,718 | $ | 25,000 | ||||
South Africa | 1,641,086 | 1,436,037 | ||||||
Europe | 1,070,134 | 206,085 | ||||||
$ | 5,571,938 | $ | 1,667,122 | |||||
Net loss: | 2014 | 2013 | ||||||
United States | $ | -1,356,599 | $ | -612,106 | ||||
South Africa | -81,700 | -63,095 | ||||||
Europe | -12,011 | -62,642 | ||||||
$ | -1,450,310 | $ | -737,843 | |||||
As of March 31, 2014 and December 31, 2013 | ||||||||
Long-lived assets, end of period: | 2014 | 2013 | ||||||
United States | $ | 16,686,598 | $ | 11,065,386 | ||||
South Africa | 2,102,704 | 2,191,584 | ||||||
Europe | 4,004,818 | 4,029,985 | ||||||
Australia | 1,001,269 | 941,963 | ||||||
Brazil | 145,555 | 145,555 | ||||||
$ | 23,940,944 | $ | 18,374,473 | |||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
13 | 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, 2013. | |||||
The Company leases the land and buildings for its restaurants through its subsidiaries over various 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 restaurants are presented below for the years ended March 31: | |||||
2015 | $ | 1,983,226 | |||
2016 | 1,966,150 | ||||
2017 | 1,764,299 | ||||
2018 | 1,421,194 | ||||
2019 | 1,405,245 | ||||
thereafter | 6,929,338 | ||||
Totals | $ | 15,469,452 | |||
Substantially all rent expense is for our restaurant operations and amounts to $486,648 and $193,585, for the three months ended March 31, 2014 and 2013, respectively. | |||||
On October 12, 2012, Francis Howard (“Howard”), individually and on behalf of all others similarly situated, filed a lawsuit against 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. (“Creason”), 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. 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. On December 18, 2013, the parties filed a Joint Status Report Relating to Mediation, whereby the parties disclosed details of a class-wide settlement of this action. The parties have agreed on a total settlement amount of $850,000, with $837,500 to be paid by the Company’s insurance carrier and $12,500 to be paid by Creason, subject to court approval. All parties have executed a definitive settlement agreement consistent with terms previously disclosed, which was filed with the court on March 31, 2014, along with a request seeking preliminary approval of the settlement. Preliminary approval was received from the court on April 23, 2014. The final hearing is set for August 14, 2014. The amount of $837,500 was paid by the Company’s insurance carrier into an escrow account. 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 $480,000). The two Notices were defended and argued in the High Court of South Africa (Durban) on January 31, 2014. Madam Justice Steryi dismissed the action with costs on May 5, 2014. | |||||
On April 1, 2013, the Company received a subpoena from the SEC, requesting various corporate documents relating to operations. The Company intends to fully cooperate with the subpoena. | |||||
In connection with our 2011 acquisitions of the South African entities (whereby, on October 1, 2011, Rolalor, Alimenta 177(Pty.) Ltd. and Labyrinth 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, (i.e. not filed certain corporate tax returns for previous years) as well as whether the local authorities could seek to recover any unpaid taxes, interest, penalties, 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 to the matters disclosed above, the Company is involved in legal proceedings and claims which have arisen in the ordinary course of business. These actions, when ultimately concluded and settled, will not, in the opinion of management, have a material adverse effect upon the financial position, results of operations or cash flows of the company. | |||||
DISCLOSURES_ABOUT_FAIR_VALUE
DISCLOSURES ABOUT FAIR VALUE | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
14 | 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) | |||||||||||
March 31, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 43,394 | $ | 43,394 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 1,827,300 | $ | - | $ | - | $ | 1,827,300 | ||||||
Warrant liability | 179,300 | - | - | 179,300 | ||||||||||
$ | 2,006,600 | $ | - | $ | - | $ | 2,006,600 | |||||||
31-Dec-13 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 55,112 | $ | 55,112 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 2,146,000 | $ | - | $ | - | $ | 2,146,000 | ||||||
At March 31, 2014 and December 31, 2013, the Company's available-for-sale equity securities were valued using Level 1 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access. | ||||||||||||||
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 table 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 three months ended March 31, 2014. The Company did not have any warrants or conversion feature financial assets for the three months ended March 31, 2013. | ||||||||||||||
Conversion | ||||||||||||||
Warrants | Feature | Total | ||||||||||||
Balance at January 1, 2014 | $ | - | $ | 2,146,000 | $ | 2,146,000 | ||||||||
Change in fariv value of derivative liability included in liabilities (debt discount) | -1,200 | -430,900 | -432,100 | |||||||||||
Transfers in and/or out of Level 3 | 111,300 | 181,400 | 292,700 | |||||||||||
Balance at March 31, 2014 | $ | 110,100 | $ | 1,896,500 | $ | 2,006,600 | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
15 | SUBSEQUENT EVENTS | |
On May 5, 2014, the Company announced it has increased its ownership stake in Hooters restaurant in Campbelltown, Australia from 49% to 60%. In addition, the Company increased its ownership stake to 60% in the two new stores under construction in Townsville and Surfers Paradise, Australia. The Company will consolidate these entities beginning with the Quarterly Report on Form 10-Q for the quarter ending June 30, 2014. | ||
During April 2014, Just Fresh opened its sixth location in BB&T Ballpark, the stadium for the Chicago White Sox AAA baseball affiliate. | ||
On May 12, 2014, Just Fresh announced the signing of a lease for its seventh location in Charlotte, NC. | ||
The Company is currently seeking to raise funds privately either through debt or equity financing. As of May 12, 2014, the Company has received $150,000 through the private sale of equity securities in transactions exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company anticipates raising additional capital from the sale of equity or debt securities during the remainder of 2014, although there can be no assurance that it will be able to do so. | ||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 earnings per share, which is based on the weighted-average number of common shares outstanding plus all dilutive shares outstanding. | ||||||||
The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of March 31, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. | ||||||||
As of March 31, | ||||||||
2014 | 2013 | |||||||
Warrants | 8,244,331 | 5,001,458 | ||||||
Convertible notes payable | 1,042,500 | - | ||||||
Convertible Interest | 35,442 | - | ||||||
Totals | 9,322,273 | 5,001,458 | ||||||
Reclassification, Policy [Policy Text Block] | ' | |||||||
RECLASSIFICATIONS | ||||||||
Certain amounts in the prior period have been reclassified to confirm to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. | ||||||||
New Accounting Pronouncements Policy [Policy Text Block] | ' | |||||||
Recent Accounting Pronouncements | ||||||||
There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements has been or will be adopted, as applicable, by the Company. At April 30, 2014, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. | ||||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||
The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of March 31, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive. | ||||||||
As of March 31, | ||||||||
2014 | 2013 | |||||||
Warrants | 8,244,331 | 5,001,458 | ||||||
Convertible notes payable | 1,042,500 | - | ||||||
Convertible Interest | 35,442 | - | ||||||
Totals | 9,322,273 | 5,001,458 | ||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||||||||||||||||||
The assets acquired and the liabilities assumed were recorded at estimated fair values based on information currently available and based on certain assumptions as to future operations as follows: | ||||||||||||||||||||
2013 Acquisitions | 2014 Acquisitions | |||||||||||||||||||
ARB | WEW | JF | Hooters | Spoon | Total | |||||||||||||||
Pacific NW | ||||||||||||||||||||
Consideration paid: | ||||||||||||||||||||
Common stock | $ | 3,611,126 | $ | - | $ | - | $ | 2,891,156 | $ | 828,750 | $ | 7,331,032 | ||||||||
Warrants | 1,710,077 | - | - | 978,000 | 280,400 | 2,968,477 | ||||||||||||||
Cash | - | 3,150,000 | 590,000 | - | - | 3,740,000 | ||||||||||||||
Total consideration paid | 5,321,203 | 3,150,000 | 590,000 | 3,869,156 | 1,109,150 | 14,039,509 | ||||||||||||||
Current assets, excluding cash | 281,574 | 151,546 | 42,206 | 112,078 | 89,817 | 677,221 | ||||||||||||||
Property and equipment | 3,000,122 | 20,493 | 242,531 | 2,731,031 | 391,462 | 6,385,639 | ||||||||||||||
Goodwill | 2,550,611 | 3,124,507 | 425,151 | 1,951,909 | 719,740 | 8,771,918 | ||||||||||||||
Trademark/trade name/franchise fee | 1,784,443 | - | 1,010,000 | 60,937 | - | 2,855,380 | ||||||||||||||
Deposits and other assets | 98,035 | - | - | 20,275 | 5,193 | 123,503 | ||||||||||||||
Total assets acquired, less cash | 7,714,785 | 3,296,546 | 1,719,888 | 4,876,230 | 1,206,212 | 18,813,661 | ||||||||||||||
Liabilities assumed | -1,490,288 | -337,831 | -282,317 | -1,009,348 | -118,698 | -3,238,482 | ||||||||||||||
Deferred tax liabilities | -956,000 | - | -384,000 | - | - | -1,340,000 | ||||||||||||||
Non-controlling interest | - | - | -463,571 | - | - | -463,571 | ||||||||||||||
Common stock and warrants issued | -5,321,203 | - | - | -3,869,156 | -1,109,150 | -10,299,509 | ||||||||||||||
Cash paid | - | -3,150,000 | -590,000 | - | - | -3,740,000 | ||||||||||||||
Cash received in excess of cash paid | $ | 52,706 | $ | 191,285 | $ | - | $ | 2,274 | $ | 21,636 | $ | 267,901 | ||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||||||||||||||
The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
March 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Net revenues | $ | 6,058,859 | $ | 5,650,789 | ||||||||||||||||
Loss from continuing operations | -1,505,272 | -1,070,811 | ||||||||||||||||||
Loss attributable to non-controlling interest | -2,886 | -47,251 | ||||||||||||||||||
Net loss | $ | -1,508,158 | $ | -1,118,062 | ||||||||||||||||
Net loss per share, basic and diluted | $ | -0.25 | $ | -0.3 | ||||||||||||||||
Weighted average shares outstanding, basic and diluted | 5,974,495 | 3,698,896 | ||||||||||||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | ' | ||||||||||||||||
INVESTMENTS AT FAIR VALUE CONSIST OF THE FOLLOWING AT MARCH 31, 2014 AND DECEMBER 31, 2013. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Available-for-sale investments at fair value | $ | 43,394 | $ | 55,112 | |||||||||||||
Total | $ | 43,394 | $ | 55,112 | |||||||||||||
Available-For-Sale Securities Activity [Table Text Block] | ' | ||||||||||||||||
AVAILABLE-FOR-SALE SECURITIES | |||||||||||||||||
Activity in our available-for-sale securities may be summarized as follows: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cost at beginning and end of periods | $ | 263,331 | $ | 263,331 | |||||||||||||
Unrealized loss | -219,937 | -208,219 | |||||||||||||||
Total | $ | 43,394 | $ | 55,112 | |||||||||||||
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 | |||||||||||||
31-Mar-14 | |||||||||||||||||
Appalachian Mountain Brewery | 1,500 | 31,332 | 32,832 | - | - | ||||||||||||
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 | $ | -219,937 | $ | 43,394 | $ | - | $ | - | ||||||||
31-Dec-13 | |||||||||||||||||
Appalachian Mountain Brewery | 1,500 | 43,050 | 44,550 | - | - | ||||||||||||
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 | $ | -208,219 | $ | 55,112 | $ | - | $ | - | ||||||||
Schedule of Other Investments Not Readily Marketable [Table Text Block] | ' | ||||||||||||||||
OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT MARCH 31, 2014 AND DECEMBER 31, 2013. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Investments accounted for under the equity method | $ | 1,001,269 | $ | 941,963 | |||||||||||||
Investments accounted for under the cost method | 1,550,000 | 1,550,000 | |||||||||||||||
Total | $ | 2,551,269 | $ | 2,491,963 | |||||||||||||
Schedule of Equity Method Investments [Table Text Block] | ' | ||||||||||||||||
Activity in investments accounted for using the equity method is summarized as follows: | |||||||||||||||||
Three Months | Year Ended | ||||||||||||||||
Ended March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance, beginning of year | $ | 941,963 | $ | 1,066,915 | |||||||||||||
Equity in losses | -40,694 | -125,017 | |||||||||||||||
New investments | 100,000 | 100,000 | |||||||||||||||
Return of capital | - | -99,935 | |||||||||||||||
Balance, end of period | $ | 1,001,269 | $ | 941,963 | |||||||||||||
Equity investments consist of the following at March 31, 2014 and December 31, 2013: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying value: | |||||||||||||||||
Hoot Campbelltown Pty. Ltd. (49%) - Australia | $ | 550,782 | $ | 483,603 | |||||||||||||
Second Hooters location (49%) - Australia | 358,833 | 384,605 | |||||||||||||||
Third Hooters location (49%) - Australia | 91,654 | 73,755 | |||||||||||||||
$ | 1,001,269 | $ | 941,963 | ||||||||||||||
Schedule Of Equity Earnings (Loss) and Distributions [Table Text Block] | ' | ||||||||||||||||
Equity in losses from equity investments during the three months ended March 31, 2014 and 2013 follows: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Equity in losses: | |||||||||||||||||
Australia locations (49%) | -40,694 | -14,247 | |||||||||||||||
$ | -40,694 | $ | -14,247 | ||||||||||||||
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 March 31, 2014 and 2013 and the two Hooters locations under construction which we own 49% of at March 31, 2014 and have incurred certain pre-opening costs. Subsequent to the end of the fiscal quarter, we increased our ownership of the Campbelltown location and the two other Hooters locations under construction in Australia to 60% each.: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Revenue | $ | 501,835 | $ | 634,574 | |||||||||||||
Gross profit | 354,360 | 444,896 | |||||||||||||||
Recurring expenses | 370,321 | 473,972 | |||||||||||||||
Pre-opening costs | 67,086 | - | |||||||||||||||
Loss from continuing operations | -83,047 | -29,076 | |||||||||||||||
Net loss | -83,047 | -29,076 | |||||||||||||||
Schedule Of Equity Method Investment, Summarized Financial Information, Balance Sheet [Table Text Block] | ' | ||||||||||||||||
The summarized balance sheets for the three locations in Australia of which we owned 49% at March 31, 2014 and December 31, 2013 follows: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
ASSETS | |||||||||||||||||
Current assets | $ | 380,913 | $ | 362,085 | |||||||||||||
Non-current assets | 3,302,545 | 3,089,230 | |||||||||||||||
TOTAL ASSETS | $ | 3,683,458 | $ | 3,451,315 | |||||||||||||
LIABILITIES | |||||||||||||||||
Current liabilities | $ | 879,637 | $ | 972,885 | |||||||||||||
PARTNER'S EQUITY | 2,803,821 | 2,478,430 | |||||||||||||||
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ | 3,683,458 | $ | 3,451,315 | |||||||||||||
Investment [Table Text Block] | ' | ||||||||||||||||
A summary of the activity in investments accounted for using the cost method follows. | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Investments at cost: | |||||||||||||||||
Balance, beginning of year | $ | 1,550,000 | $ | 1,050,000 | |||||||||||||
New investments | - | 500,000 | |||||||||||||||
Total | $ | 1,550,000 | $ | 1,550,000 | |||||||||||||
Schedule of Cost Method Investments [Table Text Block] | ' | ||||||||||||||||
Investments at cost consist of the following at March 31, 2014 and December 31, 2013: | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Chanticleer Investors, LLC | $ | 800,000 | $ | 800,000 | |||||||||||||
Edison Nation LLC (FKA Bouncing Brain Productions) | 250,000 | 250,000 | |||||||||||||||
Beacher's Madhouse | 500,000 | 500,000 | |||||||||||||||
$ | 1,550,000 | $ | 1,550,000 | ||||||||||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment consists of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Office and computer equipment | $ | 51,746 | $ | 50,780 | ||||
Furniture and fixtures | 47,686 | 47,686 | ||||||
Restaurant furnishings and equipment | 9,906,867 | 6,716,666 | ||||||
10,006,299 | 6,815,132 | |||||||
Accumulated depreciation | -1,483,690 | -1,194,943 | ||||||
$ | 8,522,609 | $ | 5,620,189 | |||||
Schedule of Capital Leased Assets [Table Text Block] | ' | |||||||
Capital lease assets are included in the totals above and consist of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Capital lease assets | $ | 270,567 | $ | 263,392 | ||||
Accumulated depreciation | -126,196 | -104,946 | ||||||
$ | 144,371 | $ | 158,446 | |||||
Three months ended March 31: | ||||||||
Depreciation expense | $ | 21,250 | $ | 13,289 | ||||
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||
Goodwill is summarized by location as follows: | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
South Africa | $ | 396,487 | $ | 396,487 | |||||||
ARB | 2,550,611 | 2,550,611 | |||||||||
WEW (Nottingham) | 3,124,507 | 3,124,507 | |||||||||
JF | 425,151 | 425,151 | |||||||||
Hooters Pacific NW | 1,951,909 | - | |||||||||
Spoon | 719,740 | - | |||||||||
$ | 9,168,405 | $ | 6,496,756 | ||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | ||||||||||
Franchise cost for the Company’s Hooters restaurants and trademark/trade name for the Company’s Just Fresh and ARB entities consists of the following at March 31, 2014 and December 31, 2013. The Company is amortizing these franchise costs from the opening of each restaurant for the 20-year term of the franchise agreement with HOA and the trademark/trade name over its estimated 10-year useful lives. | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Franchise cost: | |||||||||||
South Africa | $ | 448,888 | $ | 448,888 | |||||||
Brazil * | 135,000 | 135,000 | |||||||||
Hungary | 106,506 | 106,506 | |||||||||
Hooters Pacific NW | 60,937 | - | |||||||||
751,331 | 690,394 | ||||||||||
Trade name/trademark: | |||||||||||
Just Fresh | 1,010,000 | 1,010,000 | |||||||||
ARB | 1,784,220 | 1,784,327 | |||||||||
2,794,220 | 2,794,327 | ||||||||||
Total intangible cost | 3,545,551 | 3,484,721 | |||||||||
Accumulated amortization | -137,202 | -60,089 | |||||||||
Intangible assets, net | $ | 3,408,349 | $ | 3,424,632 | |||||||
Three months ended March 31, 2014 and 2013: | |||||||||||
Amortization expense | $ | 76,220 | $ | 5,133 | |||||||
* The Brazil franchise cost is not being amortized until we open a restaurant. | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||
Amortization for franchise costs and trade name/trademarks are as follows: | |||||||||||
March 31, | Franchise fee | Trade name | Total | ||||||||
2014 | $ | 33,770 | $ | 279,427 | $ | 313,197 | |||||
2015 | 33,770 | 279,427 | 313,197 | ||||||||
2016 | 33,770 | 279,427 | 313,197 | ||||||||
2017 | 33,770 | 279,427 | 313,197 | ||||||||
2018 | 33,770 | 279,427 | 313,197 | ||||||||
Thereafter | 380,030 | 1,327,334 | 1,707,364 | ||||||||
Totals | $ | 548,880 | $ | 2,724,469 | $ | 3,273,349 | |||||
LONGTERM_DEBT_AND_NOTES_PAYABL1
LONG-TERM DEBT AND NOTES PAYABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
Long-term debt and notes payable are summarized as follows. | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Note payable to a bank due in monthly installments of $4,406 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 assets and guaranteed by an officer of the Company | $ | 207,813 | $ | 218,119 | ||||
Line of credit to a bank, expires April 10, 2014, interest rate of Wall Street Journal Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5% | 465,000 | 472,000 | ||||||
Note payable to a bank due interest only at a 5% rate; balloon principal payment due August 10, 2014; collateralized by substantially all of the Company's assets and guaranteed by an officer of the Company | 500,088 | - | ||||||
Note payable to a bank, matures August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1% | 24,531 | 38,614 | ||||||
Loan agreement with an outside company on December 23, 2013, interest at 1% per month, accrued interest and principal due February 23, 2014, unsecured | 125,000 | 150,000 | ||||||
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at March 31, 2014 | 88,532 | 79,372 | ||||||
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016 | 123,007 | 133,448 | ||||||
Term facility dated December 1, 2013; monthly payments of $3,172 including interest at 12.5%; Due December 1, 2018; secured by a bond on all moveable assets at our Pretoria, South Africa location and partially guaranteed by our CEO | 137,632 | 142,807 | ||||||
1,671,603 | 1,234,360 | |||||||
Current portion of long-term debt | 1,474,735 | 835,454 | ||||||
Long-term debt, less current portion | $ | 196,868 | $ | 398,906 | ||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ' | |||||||
Convertible Debt [Table Text Block] | ' | |||||||
Convertible notes payable at March 31, 2014 and December 31, 2013 are as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
6% Convertible notes payable issued in August 2013 | $ | 3,000,000 | $ | 3,000,000 | ||||
Discounts on above convertible note | -2,333,333 | -2,583,333 | ||||||
15% Convertible notes payable issued in March 2014 | 500,000 | - | ||||||
Discounts on above convertible note | -283,258 | - | ||||||
883,409 | 416,667 | |||||||
Current portion of convertible notes payable | -216,742 | - | ||||||
Convertible notes payable, less current portion | $ | 666,667 | $ | 416,667 | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | |||||||
The fair value of the embedded conversion feature and the warrants each was estimated using the Black-Scholes option-pricing model which approximated the Binomial Lattice model. Key assumptions used to apply this pricing model during the three months ended March 31, 2014 were as follows: | ||||||||
Risk-free interest rate | 0.15%-0.79% | |||||||
Expected life | 1-5 years | |||||||
Expected volatility | 62%-89% | |||||||
CAPITAL_LEASES_PAYABLE_Tables
CAPITAL LEASES PAYABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Capital Lease Obligations [Abstract] | ' | |||||||
Schedule Of Lease Payments For Capital Leases [Table Text Block] | ' | |||||||
Capital leases payable at March 31, 2014 and December 31, 2013 is associated with the South African operations and consists of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Capital lease payable, due in 49 monthly installments of $1,081, including interest at 10%, through April 2016 | $ | 25,939 | $ | 28,589 | ||||
Capital lease payable, due in 32 monthly installments of $800 including interest at 10%, through November 2014 | 6,352 | 8,627 | ||||||
Capital leases payable, due in 34 monthly installments of $1,560, including interest at 11.5%, through July 2016 | 44,420 | 46,721 | ||||||
Capital lease payable, due in 34 monthly installments of $2,200, including interest at 11.5%, through November 2016 | 61,580 | 66,354 | ||||||
Capital lease payable, due in 36 monthly installments of $1,022, including interest at 10%, through February 2015 | 10,306 | 14,789 | ||||||
Total capital leases payable | 148,597 | 165,080 | ||||||
Current maturities | 58,717 | 59,162 | ||||||
Capital leases payable, less current maturities | $ | 89,880 | $ | 105,918 | ||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | |||||||
The current capital leases cover point of sale and other equipment for five of the South African restaurants. Annual requirements for capital lease obligations are as follows: | ||||||||
March 31, | Amount | |||||||
2015 | $ | 58,717 | ||||||
2016 | 57,063 | |||||||
2017 | 32,817 | |||||||
Total minimum lease payments | 148,597 | |||||||
Less: amount representing interest | -12,140 | |||||||
Present Value of Net Minimum Lease Payments | $ | 136,457 | ||||||
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
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 March 31, 2014 and December 31, 2013 is as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Chanticleer Dividend Fund, Inc. | $ | 67,401 | $ | 69,281 | ||||
Chanticleer Investors | 65 | 1,207 | ||||||
Hoot SA II, III, IV LLC | 46,015 | 45,817 | ||||||
$ | 113,481 | $ | 116,305 | |||||
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 March 31, 2014 and December 31, 2013 are as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Hoot SA I, LLC | $ | 12,191 | $ | 12,191 | ||||
$ | 12,191 | $ | 12,191 | |||||
SEGMENTS_OF_BUSINESS_Tables
SEGMENTS OF BUSINESS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Schedule Of Revenue, Operating Loss, and Long Lived Assets By Geographic Area [Table Text Block] | ' | |||||||
The following are revenues, and operating loss for the three months ended March 31, 2014 and 2013 by geographic area and long-lived assets as of March 31, 2014 and December 31, 2013 by geographic area: | ||||||||
Three months ended March 31, 2014 and 2013 | ||||||||
Revenue: | 2014 | 2013 | ||||||
United States | $ | 2,860,718 | $ | 25,000 | ||||
South Africa | 1,641,086 | 1,436,037 | ||||||
Europe | 1,070,134 | 206,085 | ||||||
$ | 5,571,938 | $ | 1,667,122 | |||||
Net loss: | 2014 | 2013 | ||||||
United States | $ | -1,356,599 | $ | -612,106 | ||||
South Africa | -81,700 | -63,095 | ||||||
Europe | -12,011 | -62,642 | ||||||
$ | -1,450,310 | $ | -737,843 | |||||
As of March 31, 2014 and December 31, 2013 | ||||||||
Long-lived assets, end of period: | 2014 | 2013 | ||||||
United States | $ | 16,686,598 | $ | 11,065,386 | ||||
South Africa | 2,102,704 | 2,191,584 | ||||||
Europe | 4,004,818 | 4,029,985 | ||||||
Australia | 1,001,269 | 941,963 | ||||||
Brazil | 145,555 | 145,555 | ||||||
$ | 23,940,944 | $ | 18,374,473 | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Rent obligations for our restaurants are presented below for the years ended March 31: | |||||
2015 | $ | 1,983,226 | |||
2016 | 1,966,150 | ||||
2017 | 1,764,299 | ||||
2018 | 1,421,194 | ||||
2019 | 1,405,245 | ||||
thereafter | 6,929,338 | ||||
Totals | $ | 15,469,452 | |||
DISCLOSURES_ABOUT_FAIR_VALUE_T
DISCLOSURES ABOUT FAIR VALUE (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Disclosures [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) | |||||||||||
March 31, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 43,394 | $ | 43,394 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 1,827,300 | $ | - | $ | - | $ | 1,827,300 | ||||||
Warrant liability | 179,300 | - | - | 179,300 | ||||||||||
$ | 2,006,600 | $ | - | $ | - | $ | 2,006,600 | |||||||
31-Dec-13 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 55,112 | $ | 55,112 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 2,146,000 | $ | - | $ | - | $ | 2,146,000 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||||||||
The following table 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 three months ended March 31, 2014. The Company did not have any warrants or conversion feature financial assets for the three months ended March 31, 2013. | ||||||||||||||
Conversion | ||||||||||||||
Warrants | Feature | Total | ||||||||||||
Balance at January 1, 2014 | $ | - | $ | 2,146,000 | $ | 2,146,000 | ||||||||
Change in fariv value of derivative liability included in liabilities (debt discount) | -1,200 | -430,900 | -432,100 | |||||||||||
Transfers in and/or out of Level 3 | 111,300 | 181,400 | 292,700 | |||||||||||
Balance at March 31, 2014 | $ | 110,100 | $ | 1,896,500 | $ | 2,006,600 | ||||||||
NATURE_OF_BUSINESS_Details_Tex
NATURE OF BUSINESS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||
Feb. 28, 2014 | Nov. 30, 2013 | Oct. 17, 2013 | Aug. 31, 2013 | Jan. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Nov. 26, 2013 | Nov. 07, 2013 | Aug. 02, 2013 | Apr. 30, 2013 | Nov. 07, 2013 | Nov. 07, 2013 | Nov. 07, 2013 | Mar. 31, 2014 | Dec. 31, 2011 | Oct. 17, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 28, 2014 | Aug. 02, 2013 | Aug. 02, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 05, 2013 | Mar. 31, 2014 | |
Class Of Warrants One [Member] | Class Of Warrants Two [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | South Africa [Member] | Nevada [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Secured Subordinate Convertible Notes [Member] | American Roadside Burgers, Inc [Member] | American Roadside Burgers, Inc [Member] | American Roadside Burgers, Inc [Member] | Washington and Oregon [Member] | Spoon Bar and Kitchen [Member] | JF [Member] | JF [Member] | JF [Member] | Hooters Nottingham [Member] | |||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL CURRENT ASSETS | ' | ' | ' | ' | ' | $1,815,382 | ' | $1,713,133 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL CURRENT LIABILITIES | ' | ' | ' | ' | ' | 6,583,070 | ' | 5,531,983 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working Capital Balance (Deficit) | ' | ' | ' | ' | ' | 4,767,688 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income Loss | ' | ' | ' | ' | ' | 1,450,310 | 737,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss on available-for-sale securities | ' | ' | ' | ' | ' | -11,718 | -23,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign translation Income (Loss) | ' | ' | ' | ' | ' | 35,746 | 13,516 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | -1,426,282 | -748,091 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate General and Administrative Expenses | ' | ' | ' | ' | ' | 1,614,794 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non Cash Of General And Administrative Expenses | ' | ' | ' | ' | ' | 251,232 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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%. Domestically in 2013 the Company purchased 100% of ARB on September 30, 2013, and 56% of JFR and JFFS, owners of Just Fresh, a Charlotte, North Carolina-based casual dining concept, in December 2013. Effective November 7, 2013, the Company acquired 100% of an existing Hooters restaurant in Nottingham, England. On January 31, 2014, the Company closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as Spoon Bar and Kitchen in Dallas, Texas. In March 2013, the Company closed its investment management business, which saved us approximately $50,000 per quarter starting fully in the third quarter of 2013. The Company also has earned 49% of the operating results with our operating partner earning 51% in our Hooters location opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. During April 2014, the Company purchased an additional 11% of the Hooters location in Campbelltown from our Australian partner, increasing our ownership to 60%. Construction is also underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each) to open late in the second quarter of 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit to a bank | ' | ' | ' | ' | 170,000 | 465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | ' | ' | ' | ' | 71,000 | 0 | 70,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment Of Bank Liabilities | ' | ' | ' | ' | 99,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 349,171 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | ' | 5.00% | 51.00% | 30.00% |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56.00% | ' | ' | ' |
Notes Payable to Bank | ' | ' | ' | ' | ' | 207,813 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,531 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | 10-Aug-14 | ' | ' | ' | ' | 10-Oct-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | 4,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured Debt, Total | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | 883,409 | ' | 416,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Term | ' | '5 years | '5 years | '3 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | 6,400 | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | 5 | 3 | ' | ' | ' | ' | ' | ' | 3 | ' | 5.5 | 7 | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25 |
Stock Issued During Period, Value, New Issues | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 160,000 | 666,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | $3.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Or Stated Value Per Share | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | 150,000 | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercisable Price Per Share | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Purchase Price Received From Sale Of Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) On Disposition Of Business | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,322,273 | 5,001,458 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,244,331 | 5,001,458 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,042,500 | 0 |
Convertible Insterest [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,442 | 0 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Consideration paid: | ' | ' |
Common stock | $7,331,032 | ' |
Warrants | 2,968,477 | ' |
Cash | 3,740,000 | ' |
Total Consideration paid | 14,039,509 | ' |
Current assets, excluding cash | 677,221 | ' |
Property and equipment | 6,385,639 | ' |
Goodwill | 8,771,918 | ' |
Trademark/trade name/franchise fee | 2,855,380 | ' |
Deposits and other assets | 123,503 | ' |
Total assets acquired, less cash | 18,813,661 | ' |
Liabilities assumed | -3,238,482 | ' |
Deferred tax liabilities | -1,340,000 | ' |
Non-controlling interest | -463,571 | ' |
Common stock and warrants issued | -10,299,509 | ' |
Cash paid | -3,740,000 | ' |
Cash received in excess of cash paid | 23,910 | 0 |
ARB [Member] | ' | ' |
Consideration paid: | ' | ' |
Common stock | 3,611,126 | ' |
Warrants | 1,710,077 | ' |
Cash | 0 | ' |
Total Consideration paid | 5,321,203 | ' |
Current assets, excluding cash | 281,574 | ' |
Property and equipment | 3,000,122 | ' |
Goodwill | 2,550,611 | ' |
Trademark/trade name/franchise fee | 1,784,443 | ' |
Deposits and other assets | 98,035 | ' |
Total assets acquired, less cash | 7,714,785 | ' |
Liabilities assumed | -1,490,288 | ' |
Deferred tax liabilities | -956,000 | ' |
Non-controlling interest | 0 | ' |
Common stock and warrants issued | -5,321,203 | ' |
Cash paid | 0 | ' |
Cash received in excess of cash paid | 52,706 | ' |
WEW [Member] | ' | ' |
Consideration paid: | ' | ' |
Common stock | 0 | ' |
Warrants | 0 | ' |
Cash | 3,150,000 | ' |
Total Consideration paid | 3,150,000 | ' |
Current assets, excluding cash | 151,546 | ' |
Property and equipment | 20,493 | ' |
Goodwill | 3,124,507 | ' |
Trademark/trade name/franchise fee | 0 | ' |
Deposits and other assets | 0 | ' |
Total assets acquired, less cash | 3,296,546 | ' |
Liabilities assumed | -337,831 | ' |
Deferred tax liabilities | 0 | ' |
Non-controlling interest | 0 | ' |
Common stock and warrants issued | 0 | ' |
Cash paid | -3,150,000 | ' |
Cash received in excess of cash paid | 191,285 | ' |
JF [Member] | ' | ' |
Consideration paid: | ' | ' |
Common stock | 0 | ' |
Warrants | 0 | ' |
Cash | 590,000 | ' |
Total Consideration paid | 590,000 | ' |
Current assets, excluding cash | 42,206 | ' |
Property and equipment | 242,531 | ' |
Goodwill | 425,151 | ' |
Trademark/trade name/franchise fee | 1,010,000 | ' |
Deposits and other assets | 0 | ' |
Total assets acquired, less cash | 1,719,888 | ' |
Liabilities assumed | -282,317 | ' |
Deferred tax liabilities | -384,000 | ' |
Non-controlling interest | -463,571 | ' |
Common stock and warrants issued | 0 | ' |
Cash paid | -590,000 | ' |
Cash received in excess of cash paid | 0 | ' |
Hooters Pacific NW [Member] | ' | ' |
Consideration paid: | ' | ' |
Common stock | 2,891,156 | ' |
Warrants | 978,000 | ' |
Cash | 0 | ' |
Total Consideration paid | 3,869,156 | ' |
Current assets, excluding cash | 112,078 | ' |
Property and equipment | 2,731,031 | ' |
Goodwill | 1,951,909 | ' |
Trademark/trade name/franchise fee | 60,937 | ' |
Deposits and other assets | 20,275 | ' |
Total assets acquired, less cash | 4,876,230 | ' |
Liabilities assumed | -1,009,348 | ' |
Deferred tax liabilities | 0 | ' |
Non-controlling interest | 0 | ' |
Common stock and warrants issued | -3,869,156 | ' |
Cash paid | 0 | ' |
Cash received in excess of cash paid | 2,274 | ' |
Spoon [Member] | ' | ' |
Consideration paid: | ' | ' |
Common stock | 828,750 | ' |
Warrants | 280,400 | ' |
Cash | 0 | ' |
Total Consideration paid | 1,109,150 | ' |
Current assets, excluding cash | 89,817 | ' |
Property and equipment | 391,462 | ' |
Goodwill | 719,740 | ' |
Trademark/trade name/franchise fee | 0 | ' |
Deposits and other assets | 5,193 | ' |
Total assets acquired, less cash | 1,206,212 | ' |
Liabilities assumed | -118,698 | ' |
Deferred tax liabilities | 0 | ' |
Non-controlling interest | 0 | ' |
Common stock and warrants issued | -1,109,150 | ' |
Cash paid | 0 | ' |
Cash received in excess of cash paid | $21,636 | ' |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Business Acquisition [Line Items] | ' | ' |
Net revenues | $6,058,859 | $5,650,789 |
Loss from continuing operations | -1,505,272 | -1,070,811 |
Loss attributable to non-controlling interest | -2,886 | -47,251 |
Net loss | ($1,508,158) | ($1,118,062) |
Net loss per share, basic and diluted (in dollars per share) | ($0.25) | ($0.30) |
Weighted average shares outstanding, basic and diluted (in shares) | 5,974,495 | 3,698,896 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 26, 2013 | Nov. 07, 2013 | Nov. 05, 2013 | Oct. 17, 2013 | Aug. 31, 2013 | Aug. 02, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 11, 2013 | Nov. 05, 2013 | Nov. 06, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
ARB [Member] | ARB [Member] | JF [Member] | JF [Member] | WEW [Member] | Hooters Pacific NW [Member] | Hooters Pacific NW [Member] | Hooters Pacific NW [Member] | Spoon [Member] | Spoon [Member] | Spoon [Member] | ||||||||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | 56.00% | 5.00% | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 | ' | ' | ' | ' | 680,272 | ' | ' | 195,000 | ' | ' |
Common Stock, Shares, Issued | 6,321,933 | 5,387,897 | ' | ' | ' | ' | ' | ' | ' | 740,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Or Stated Value Per Share | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | 100.00% | 100.00% | 5.00% | 51.00% | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Acquired Entity Costs Purchase Price | ' | ' | $30,000 | ' | ' | $560,000 | ' | ' | ' | ' | ' | $30,000 | $560,000 | $3,150,000 | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | 5 | 3 | 3 | ' | ' | ' | ' | ' | ' | 7 | 5.5 | ' | 7 | 5.5 |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments at fair value | $43,394 | $55,112 |
Total | $43,394 | $55,112 |
INVESTMENTS_Details_1
INVESTMENTS (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments at fair value | $43,394 | $55,112 |
Total | 43,394 | 55,112 |
Available-for-sale Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments at fair value | 263,331 | 263,331 |
Unrealized loss | -219,937 | -208,219 |
Total | $43,394 | $55,112 |
INVESTMENTS_Details_2
INVESTMENTS (Details 2) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | $43,394 | $55,112 |
Unrecongnized Holding Losses | -219,937 | -208,219 |
Fair Value | 43,394 | 55,112 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
Appalachian Mountain Brewery [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 1,500 | 1,500 |
Unrecongnized Holding Losses | 31,332 | 43,050 |
Fair Value | 32,832 | 44,550 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North American Energy One [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 126,000 | 126,000 |
Unrecongnized Holding Losses | -123,200 | -123,200 |
Fair Value | 2,800 | 2,800 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North American Energy Two [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 10,500 | 10,500 |
Unrecongnized Holding Losses | -9,900 | -9,900 |
Fair Value | 600 | 600 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | 0 | 0 |
North American Energy Three [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 125,331 | 125,331 |
Unrecongnized Holding Losses | -118,169 | -118,169 |
Fair Value | 7,162 | 7,162 |
Realized Holding Loss | 0 | 0 |
Loss on Sale | $0 | $0 |
INVESTMENTS_Details_3
INVESTMENTS (Details 3) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Investments accounted for under the equity method | $1,001,269 | $941,963 | $1,066,915 |
Investments accounted for under the cost method | 1,550,000 | 1,550,000 | 1,050,000 |
Total | $2,551,269 | $2,491,963 | ' |
INVESTMENTS_Details_4
INVESTMENTS (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Balance, beginning of year | $941,963 | $1,066,915 | $1,066,915 |
Equity in losses | -40,694 | -14,247 | -125,017 |
New investments | 100,000 | ' | 100,000 |
Return of capital | 0 | ' | -99,935 |
Balance, end of year | 1,001,269 | ' | 941,963 |
Equity Method Investments | 1,001,269 | ' | 941,963 |
Hoot Campbelltown Pty Ltd [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Equity Method Investments | 550,782 | ' | 483,603 |
Second Hooters Location [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Equity Method Investments | 358,833 | ' | 384,605 |
Third Hooters Location [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Equity Method Investments | $91,654 | ' | $73,755 |
INVESTMENTS_Details_5
INVESTMENTS (Details 5) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Equity in losses: | ' | ' | ' |
Income (Loss) From Equity Method Investments | ($40,694) | ($14,247) | ($125,017) |
AUSTRALIA [Member] | ' | ' | ' |
Equity in losses: | ' | ' | ' |
Income (Loss) From Equity Method Investments | ($40,694) | ($14,247) | ' |
INVESTMENTS_Details_6
INVESTMENTS (Details 6) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Revenue | $501,835 | $634,574 |
Gross profit | 354,360 | 444,896 |
Recurring expenses | 370,321 | 473,972 |
Pre-opening costs | 67,086 | 0 |
Loss from continuing operations | -83,047 | -29,076 |
Net loss | ($83,047) | ($29,076) |
INVESTMENTS_Details_7
INVESTMENTS (Details 7) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Current assets | $380,913 | $362,085 |
Non-current assets | 3,302,545 | 3,089,230 |
TOTAL ASSETS | 3,683,458 | 3,451,315 |
LIABILITIES | ' | ' |
Current liabilities | 879,637 | 972,885 |
PARTNER'S EQUITY | 2,803,821 | 2,478,430 |
TOTAL LIABILITIES AND PARTNERS' EQUITY | $3,683,458 | $3,451,315 |
INVESTMENTS_Details_8
INVESTMENTS (Details 8) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Investments at cost: | ' | ' |
Balance, beginning of year | $1,550,000 | $1,050,000 |
New investments | 0 | 500,000 |
Total | $1,550,000 | $1,550,000 |
INVESTMENTS_Details_9
INVESTMENTS (Details 9) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Investments accounted for under the cost method | $1,550,000 | $1,550,000 | $1,050,000 |
Chanticleer Investors, LLC [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Investments accounted for under the cost method | 800,000 | 800,000 | ' |
Edison Nation LLC [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Investments accounted for under the cost method | 250,000 | 250,000 | ' |
Beacher Madhouse [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Investments accounted for under the cost method | $500,000 | $500,000 | ' |
INVESTMENTS_Details_Textual
INVESTMENTS (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 26, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 31, 2006 | Jan. 26, 2006 | Mar. 31, 2014 | Dec. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2010 | Jun. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Jul. 31, 2012 | Jun. 30, 2011 | 29-May-09 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2006 | Apr. 18, 2006 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Member] | Hoot Campbelltown Pty Ltd [Member] | Hoot Campbelltown [Member] | Hoot Campbelltown [Member] | Hoot Campbelltown [Member] | Ee Investors Llc [Member] | Ee Investors Llc [Member] | Chanticleer Holdings Australia Pty, Ltd [Member] | North Carolina Natural Energy [Member] | North American Energy One [Member] | North American Energy One [Member] | Second Hooters Location [Member] | North American Energy Two [Member] | North American Energy Two [Member] | North American Energy Two [Member] | North American Energy Resources [Member] | North American Energy Resources [Member] | North American Energy Resources [Member] | North American Energy Resources [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] | Chanticleer Investors Llc [Member] | Chanticleer Investors Llc [Member] | Beacher Madhouse [Member] | Appalachian Mountain Brewery [Member] | Appalachian Mountain Brewery [Member] | Third Hooters Location [Member] | Third Hooters Location [Member] | |||||
AUSTRALIA [Member] | AUSTRALIA [Member] | AUSTRALIA [Member] | AUSTRALIA [Member] | AUSTRALIA [Member] | acre | AUSTRALIA [Member] | AUSTRALIA [Member] | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Investments Debt And Equity Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Acquired For Management Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Acquired For Management Services, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18,000 | $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 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized Loss (Gain) on Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900 | 9,900 | ' | ' | 118,169 | 118,169 | 123,200 | ' | ' | 123,200 | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | 25.00% | ' | ' | 49.00% | 49.00% | 49.00% | 60.00% | ' | ' | ' | ' | ' | ' | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | 49.00% |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General Partner Ownership Interest, Owned By Company Partner | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investment, Net Sales Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 575,000 | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' |
Acquisition Of Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management Fee Received (quarterly) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | 6,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Income, Interest (quarterly) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500 | ' | ' | 11,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments In Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Investments In Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.10% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 (formerly Bouncing Brain Productions, LLC). Edison Nation was formed to provide equity capital for new inventions and help bring them to market. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Additional Interest in Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Interest Rate Increase Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Area of Land | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500 | ' | ' | ' | ' |
Investment In Shares, Held By Entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,200 | 16,200 | ' | ' |
Investment In Shares, Held By Entity, Per Share Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.56 | $2.75 | ' | ' |
Participation In Financing, Offered To Third Party Investors, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' |
Limited Liability Company or Limited Partnership, Business, Formation State | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | $1,550,000 | $1,550,000 | ' | $1,050,000 | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $10,006,299 | $6,815,132 |
Accumulated depreciation | -1,483,690 | -1,194,943 |
Property And Equipment, Net | 8,522,609 | 5,620,189 |
Office and Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 51,746 | 50,780 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 47,686 | 47,686 |
Restaurant Furnishings and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $9,906,867 | $6,716,666 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details 1) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Capital Leased Assets [Line Items] | ' | ' | ' |
Capital lease assets | $270,567 | ' | $263,392 |
Accumulated depreciation | -126,196 | ' | -104,946 |
Capital Lease Assets, Net | 144,371 | ' | 158,446 |
Depreciation expense | $21,250 | $13,289 | ' |
INTANGIBLE_ASSET_NET_Details
INTANGIBLE ASSET, NET (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ' | ' |
Goodwill | $9,168,405 | $6,496,756 |
South Africa [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 396,487 | 396,487 |
American Roadside Burgers [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 2,550,611 | 2,550,611 |
West End Wings [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 3,124,507 | 3,124,507 |
Just Fresh [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 425,151 | 425,151 |
Hooters Pacific NW [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 1,951,909 | 0 |
Spoon [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | $719,740 | $0 |
INTANGIBLE_ASSETS_NET_Details_
INTANGIBLE ASSETS, NET (Details 1) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | $3,545,551 | ' | $3,484,721 | ||
Accumulated amortization | -137,202 | ' | -60,089 | ||
Intangible assets, net | 3,408,349 | ' | 3,424,632 | ||
Amortization expense | 76,220 | 5,133 | ' | ||
Just Fresh [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 1,010,000 | ' | 1,010,000 | ||
American Roadside Burgers [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 1,784,220 | ' | 1,784,327 | ||
Franchise Rights [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 751,331 | ' | 690,394 | ||
Trademarks and Trade Names [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 2,794,220 | ' | 2,794,327 | ||
South Africa [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 448,888 | ' | 448,888 | ||
Brazil [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 135,000 | [1] | ' | 135,000 | [1] |
Hungary [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | 106,506 | ' | 106,506 | ||
Hooters Pacific NW [Member] | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Total intangible cost | $60,937 | ' | $0 | ||
[1] | The Brazil franchise cost is not being amortized until we open a restaurant. |
INTANGIBLE_ASSETS_NET_Details_1
INTANGIBLE ASSETS, NET (Details 2) (USD $) | Mar. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | $313,197 |
2015 | 313,197 |
2016 | 313,197 |
2017 | 313,197 |
2018 | 313,197 |
Thereafter | 1,707,364 |
Totals | 3,273,349 |
Franchise Rights [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | 33,770 |
2015 | 33,770 |
2016 | 33,770 |
2017 | 33,770 |
2018 | 33,770 |
Thereafter | 380,030 |
Totals | 548,880 |
Trademarks and Trade Names [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | 279,427 |
2015 | 279,427 |
2016 | 279,427 |
2017 | 279,427 |
2018 | 279,427 |
Thereafter | 1,327,334 |
Totals | $2,724,469 |
INTANGIBLE_ASSETS_NET_Details_2
INTANGIBLE ASSETS, NET (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Franchise Rights [Member] | ' |
Intangible Asset Including Goodwill [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '20 years |
Trademarks and Trade Names [Member] | ' |
Intangible Asset Including Goodwill [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '10 years |
LONGTERM_DEBT_AND_NOTES_PAYABL2
LONG-TERM DEBT AND NOTES PAYABLE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | $1,671,603 | $1,234,360 |
Current portion of long-term debt | 1,474,735 | 835,454 |
Long-term debt, less current portion | 196,868 | 398,906 |
Bank Overdrafts [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 88,532 | 79,372 |
Notes Payable to Bank One [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 207,813 | 218,119 |
Line of Credit [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 465,000 | 472,000 |
Notes Payable to Bank Two [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 500,088 | 0 |
Notes Payable To Bank Three [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 24,531 | 38,614 |
Loan Agreement [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 125,000 | 150,000 |
Term Facility One [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | 123,007 | 133,448 |
Term Facility Two [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Total Long-term Debt | $137,632 | $142,807 |
LONGTERM_DEBT_AND_NOTES_PAYABL3
LONG-TERM DEBT AND NOTES PAYABLE (Details Textual) (USD $) | Mar. 31, 2014 | Jan. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2008 | Feb. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 11, 2013 |
Bank Overdrafts [Member] | Notes Payable to Bank One [Member] | Line of Credit [Member] | Notes Payable To Bank Three [Member] | Notes Payable to Bank Two [Member] | Loan Agreement [Member] | Loan Agreement [Member] | Term Facility One [Member] | Term Facility Two [Member] | TD Bank [Member] | TD Bank [Member] | TD Bank [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Periodic Payment | ' | ' | ' | $4,406 | ' | ' | ' | ' | ' | $5,000 | $3,172 | ' | $4,836 | ' | ' | $4,406 | ' | ' |
Line of Credit Facility, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' |
Line of Credit Facility, Periodic Payment, Interest | ' | ' | ' | ' | ' | ' | ' | 4,751 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Initiation Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Dec-13 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Expiration Date | ' | ' | ' | 10-Oct-18 | 10-Apr-14 | 5-Aug-14 | 10-Aug-14 | ' | 23-Feb-14 | 14-Jun-16 | 1-Dec-18 | ' | 4-Aug-14 | ' | 10-Aug-14 | 10-Aug-13 | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | 10.30% | 12.50% | ' | ' | ' | 5.00% | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | ' | ' | ' | 'Prime + 1% (minimum of 5.5%) | 'Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5% | 'Prime (3.25% as of March 31, 2014) plus 1% | 'interest only at a 5% rate | ' | 'monthly at a rate of 1% | ' | ' | 'The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%) | ' | ' | ' | ' | '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 (3.25% as of March 31, 2014) 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. | ' |
Additional Line Of Credit Facility Revolving Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 |
Line Of Credit Facility Amount Outstanding Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' |
Line Of Credit Facility, Amount Outstanding | $465,000 | $170,000 | ' | ' | ' | ' | ' | ' | $150,000 | ' | ' | $24,531 | ' | $300,000 | ' | ' | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes Payable, Total | $883,409 | $416,667 |
Current portion of convertible notes payable | -216,742 | 0 |
Convertible notes payable, less current portion | 666,667 | 416,667 |
6% Convertible Notes Payable [Member] | ' | ' |
Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes Payable, Total | 3,000,000 | 3,000,000 |
Discounts on above convertible note | -2,333,333 | -2,583,333 |
15% Convertible Notes Payable [Member] | ' | ' |
Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes Payable, Total | 500,000 | 0 |
Discounts on above convertible note | ($283,258) | $0 |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details 1) | 3 Months Ended |
Mar. 31, 2014 | |
Maximum [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Risk-free interest rate | 0.79% |
Expected life | '5 years |
Expected volatility | 89.00% |
Minimum [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Risk-free interest rate | 0.15% |
Expected life | '1 year |
Expected volatility | 62.00% |
CONVERTIBLE_NOTES_PAYABLE_Deta2
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | ||||||
Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2014 | Nov. 26, 2013 | Oct. 17, 2013 | Aug. 02, 2013 | |
Debt Instrument, Redemption [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 5 | 3 |
Secured Subordinate Convertible Notes Conversion Description | ' | ' | 'Beginning six months after the original issue date and until this debenture is no longer outstanding, each Note holder may convert his or her Note into shares of the Companys common stock (at 90% of the average closing price ten 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 $1.00 per share; | ' | ' | ' | ' | ' |
Secured Subordinate Convertible Notes Redemption Description | ' | ' | 'each Note holder has the right to redeem the Note for a period of sixty days following the eighteen month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen months after the issuance of the Note. | ' | ' | ' | ' | ' |
Fair Value Of Conversion Features | ' | ' | ' | ' | $2,265,600 | ' | ' | ' |
Fair Value Of Warrants | ' | ' | ' | ' | 884,600 | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | ' | ' | 3,150,200 | ' | ' | ' |
Debt Discount On Conversion Features And Warrants | ' | ' | ' | ' | 3,000,000 | ' | ' | ' |
Interest Expense, Short-term Borrowings, Total | ' | ' | ' | ' | 150,200 | ' | ' | ' |
Stock Issued During Period, Shares, Issued For Services | 15,000 | 25,000 | 300,000 | 4,000 | 58,764 | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | 25.00% | ' | ' |
Secured Subordinate Convertible Notes [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
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 10%, pro rata, of the net profit of the Hooters Nottingham restaurant, paid quarterly for the life of the location, and 10% of the net proceeds should the location be sold; | ' | ' | ' | ' | ' |
Convertible Promissory Note [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | 500,000 | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 1.25% | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | '5 years | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | 30.00% | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $5.25 | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | $9,442 | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | 'The note is convertible into the Company’s common stock (at 85% of the offering price in a future offering or 85% of the VWAP). The conversion price is subject to a floor of $3.00 per share. If not converted, the note matures one year from the issuance date. | ' | ' | ' |
CAPITAL_LEASES_PAYABLE_Details
CAPITAL LEASES PAYABLE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Capital Leases Payable [Line Items] | ' | ' |
Total capital leases payable | $148,597 | $165,080 |
Current maturities | 58,717 | 59,162 |
Capital leases payable, less current maturities | 89,880 | 105,918 |
April 2016 [Member] | ' | ' |
Capital Leases Payable [Line Items] | ' | ' |
Total capital leases payable | 25,939 | 28,589 |
November 2014 [Member] | ' | ' |
Capital Leases Payable [Line Items] | ' | ' |
Total capital leases payable | 6,352 | 8,627 |
July 2016 [Member] | ' | ' |
Capital Leases Payable [Line Items] | ' | ' |
Total capital leases payable | 44,420 | 46,721 |
November 2016 [Member] | ' | ' |
Capital Leases Payable [Line Items] | ' | ' |
Total capital leases payable | 61,580 | 66,354 |
February 2015 [Member] | ' | ' |
Capital Leases Payable [Line Items] | ' | ' |
Total capital leases payable | $10,306 | $14,789 |
CAPITAL_LEASES_PAYABLE_Details1
CAPITAL LEASES PAYABLE (Details 1) (USD $) | Mar. 31, 2014 |
Capital Leases Payable [Line Items] | ' |
2015 | $58,717 |
2016 | 57,063 |
2017 | 32,817 |
Total minimum lease payments | 148,597 |
Less: amount representing interest | -12,140 |
Present Value of Net Minimum Lease Payments | $136,457 |
CAPITAL_LEASES_PAYABLE_Details2
CAPITAL LEASES PAYABLE (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Number | |
April 2016 [Member] | ' |
Capital Leases Payable [Line Items] | ' |
Number Of Monthly Installments | 49 |
Interest Expense, Lessee, Assets under Capital Lease | $1,081 |
Capital Lease Payable Interest Rate | 10.00% |
November 2014 [Member] | ' |
Capital Leases Payable [Line Items] | ' |
Number Of Monthly Installments | 32 |
Interest Expense, Lessee, Assets under Capital Lease | 800 |
Capital Lease Payable Interest Rate | 10.00% |
July 2016 [Member] | ' |
Capital Leases Payable [Line Items] | ' |
Number Of Monthly Installments | 34 |
Interest Expense, Lessee, Assets under Capital Lease | 1,560 |
Capital Lease Payable Interest Rate | 11.50% |
November 2016 [Member] | ' |
Capital Leases Payable [Line Items] | ' |
Number Of Monthly Installments | 34 |
Interest Expense, Lessee, Assets under Capital Lease | 2,200 |
Capital Lease Payable Interest Rate | 11.50% |
February 2015 [Member] | ' |
Capital Leases Payable [Line Items] | ' |
Number Of Monthly Installments | 36 |
Interest Expense, Lessee, Assets under Capital Lease | $1,022 |
Capital Lease Payable Interest Rate | 10.00% |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDER'S EQUITY (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||
Nov. 26, 2013 | Nov. 30, 2013 | Oct. 17, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 07, 2013 | Nov. 05, 2013 | Aug. 02, 2013 | Nov. 07, 2013 | Nov. 07, 2013 | 31-May-14 | 5-May-14 | Nov. 07, 2013 | Oct. 17, 2013 | Mar. 31, 2014 | Dec. 31, 2011 | Nov. 26, 2013 | Nov. 26, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 05, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Class Of Warrants One [Member] | Class Of Warrants Two [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Beacher's Subscription Agreement [Member] | Right to Purchase Agreement [Member] | American Roadside Burgers, Inc [Member] | American Roadside Burgers, Inc [Member] | Just Fresh [Member] | Just Fresh [Member] | Hooters Pacific NW [Member] | Hooters Pacific NW [Member] | Hooters Pacific NW [Member] | Spoon [Member] | Spoon [Member] | Spoon [Member] | ||||||||||||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Stockholder's Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | 45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | 15,000 | 25,000 | 300,000 | 4,000 | 58,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued For Services | ' | ' | ' | $62,500 | $117,000 | ' | $7,720 | $228,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense Related To share issuance | ' | ' | ' | ' | 93,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,611,126 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,710,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 160,000 | 666,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | 5 | ' | ' | 3 | ' | ' | ' | ' | ' | ' | 3 | 5.5 | 7 | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | 5.5 | ' | 7 | 5.5 |
Warrants Valued | 176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | ' | 150,000 | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 5.00% | 51.00% | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | ' | ' | 800,000 | ' | ' | ' | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance Of Units, Consists Of Shares And Warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 160,000 | 666,667 | ' | ' | ' | ' | 740,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance Of Units, Price Per Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | $3.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | 49.00% | 56.00% | 5.00% | ' | 51.00% | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Acquired Entity Costs Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | 560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | 560,000 | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Contribution Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Value Of Securities Called By Warrants Or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | ' | ' | ' | ' | ' | ' | 6,321,933 | 5,387,897 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | ' | ' | ' | ' | ' | 6,321,933 | 5,387,897 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Common Stock and Warrants Issued, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 680,272 | ' | ' | 195,000 | ' | ' |
Warrants Maturity Term | ' | ' | ' | ' | ' | ' | ' | 'five-year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash Or Part Noncash Acquisition, Noncash Financial Or Equity Instrument Consideration, Value Common Stock and Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,900,000 | ' | ' | $1,100,000 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Due from related parties | $113,481 | $116,305 |
Chanticleer Dividend Fund, Inc [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due from related parties | 67,401 | 69,281 |
Chanticleer Investors [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due from related parties | 65 | 1,207 |
Hoot SA II, III, IV LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due from related parties | $46,015 | $45,817 |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | $12,191 | $12,191 |
Hoot SA I, LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | $12,191 | $12,191 |
RELATED_PARTY_TRANSACTIONS_Det2
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 31, 2014 | |
Durban [Member] | Johannesburg [Member] | Cape Town [Member] | Hoa Llc [Member] | North American Energy Resources Inc [Member] | North American Energy Resources Inc [Member] | Avenel Financial Group Inc [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Receivable, Related Parties | ' | ' | ' | ' | ' | $3,550,000 | ' | ' | ' |
Revenue from Related Parties | 0 | 61,743 | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 49,816 |
Percentage Of Investments In Related Party | ' | ' | 2.00% | 1.50% | 2.90% | ' | ' | ' | ' |
SA Profits Amount | ' | ' | ' | ' | ' | ' | ' | ' | $6,441 |
SEGMENTS_OF_BUSINESS_Details
SEGMENTS OF BUSINESS (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue: | $5,571,938 | $1,667,122 | ' |
Net loss: | -1,672,852 | -775,355 | ' |
Long-lived assets, end of period: | 23,940,944 | ' | 18,374,473 |
United States [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue: | 2,860,718 | 25,000 | ' |
Net loss: | -1,356,599 | -612,106 | ' |
Long-lived assets, end of period: | 16,686,598 | ' | 11,065,386 |
South Africa [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue: | 1,641,086 | 1,436,037 | ' |
Net loss: | -81,700 | -63,095 | ' |
Long-lived assets, end of period: | 2,102,704 | ' | 2,191,584 |
Europe [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue: | 1,070,134 | 206,085 | ' |
Net loss: | -12,011 | -62,642 | ' |
Long-lived assets, end of period: | 4,004,818 | ' | 4,029,985 |
Australia [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Long-lived assets, end of period: | 1,001,269 | ' | 941,963 |
Brazil [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Long-lived assets, end of period: | $145,555 | ' | $145,555 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Mar. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
2015 | $1,983,226 |
2016 | 1,966,150 |
2017 | 1,764,299 |
2018 | 1,421,194 |
2019 | 1,405,245 |
thereafter | 6,929,338 |
Totals | $15,469,452 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Chanticleer's Insurance Carrier [Member] | Creason Associates, PLLC [Member] | Subsequent Event [Member] | Restaurants [Member] | Restaurants [Member] | ||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Rental Payment | ' | $800 | $2,100 | ' | ' | ' | ' | ' |
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 $480,000). | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | ' | ' | ' | ' | ' | ' | 486,648 | 193,585 |
Litigation Settlement, Amount | 850,000 | ' | ' | 837,500 | 12,500 | ' | ' | ' |
Lease Expiration Date | 30-Jun-13 | ' | ' | ' | ' | ' | ' | ' |
Escrow Deposit | ' | ' | ' | ' | ' | $837,500 | ' | ' |
DISCLOSURES_ABOUT_FAIR_VALUE_D
DISCLOSURES ABOUT FAIR VALUE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Assets: | ' | ' |
Available-for-sale securities | $43,394 | $55,112 |
Liabilities: | ' | ' |
Derivative liability | 2,006,600 | ' |
Conversion Feature [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 1,827,300 | 2,146,000 |
Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 179,300 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 43,394 | 55,112 |
Liabilities: | ' | ' |
Derivative liability | 0 | ' |
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 0 | 0 |
Liabilities: | ' | ' |
Derivative liability | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 0 | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 0 | 0 |
Liabilities: | ' | ' |
Derivative liability | 2,006,600 | ' |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 1,827,300 | 2,146,000 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | $179,300 | ' |
DISCLOSURES_ABOUT_FAIR_VALUE_D1
DISCLOSURES ABOUT FAIR VALUE (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Warrant [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at January 1, 2014 | $0 |
Change in fariv value of derivative liability included in liabilities (debt discount) | -1,200 |
Transfers in and/or out of Level 3 | 111,300 |
Balance at March 31, 2014 | 110,100 |
Conversion Feature [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at January 1, 2014 | 2,146,000 |
Change in fariv value of derivative liability included in liabilities (debt discount) | -430,900 |
Transfers in and/or out of Level 3 | 181,400 |
Balance at March 31, 2014 | 1,896,500 |
Derivative [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at January 1, 2014 | 2,146,000 |
Change in fariv value of derivative liability included in liabilities (debt discount) | -432,100 |
Transfers in and/or out of Level 3 | 292,700 |
Balance at March 31, 2014 | $2,006,600 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 05, 2013 | 31-May-14 | 5-May-14 |
Subsequent Event [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | 56.00% | 5.00% | 51.00% | ' | 60.00% |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | $150,000 | ' |