Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 05, 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 | ' | 6,719,433 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $273,378 | $442,694 |
Accounts receivable | 118,354 | 227,181 |
Other receivable | 45,210 | 50,380 |
Inventories | 475,459 | 381,408 |
Due from related parties | 113,481 | 116,305 |
Prepaid expenses and other current assets | 552,490 | 495,165 |
TOTAL CURRENT ASSETS | 1,578,372 | 1,713,133 |
Property and equipment, net | 12,697,117 | 5,620,189 |
Goodwill | 9,182,241 | 6,496,756 |
Intangible assets, net | 3,608,516 | 3,424,632 |
Investments at fair value | 35,362 | 55,112 |
Other investments | 1,550,000 | 2,491,963 |
Deposits and other assets | 517,526 | 285,821 |
TOTAL ASSETS | 29,169,134 | 20,087,606 |
Current liabilities: | ' | ' |
Current maturities of long-term debt and notes payable | 1,959,579 | 835,454 |
Current maturities of convertible note payable, net of discount of $210,083 | 289,917 | 0 |
Derivative liability | 1,734,500 | 2,146,000 |
Accounts payable and accrued expenses | 3,572,145 | 2,425,873 |
Current maturities of capital leases payable | 58,630 | 59,162 |
Deferred rent | 111,722 | 53,303 |
Loan payable | 1,571,646 | 0 |
Due to related parties | 12,181 | 12,191 |
TOTAL CURRENT LIABILITIES | 9,310,320 | 5,531,983 |
Convertible notes payable, net of discount of $ 2,083,333 and $2,583,333, respectively | 916,667 | 416,667 |
Capital leases payable, less current maturities | 73,033 | 105,918 |
Deferred rent | 1,852,611 | 1,055,138 |
Deferred tax liabilities | 1,275,317 | 1,340,000 |
Long-term debt, less current maturities | 180,874 | 398,906 |
TOTAL LIABILITIES | 13,608,822 | 8,848,612 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock: $0.0001 par value; authorized 45,000,000 shares; issued and outstanding 6,499,433 and 5,387,897 shares at June 30, 2014 and December 31, 2013, respectively | 652 | 541 |
Additional paid in capital | 31,159,996 | 25,404,994 |
Other comprehensive loss | -30,339 | -88,370 |
Accumulated deficit | -17,334,191 | -14,472,816 |
Non-controlling interest | 1,764,184 | 394,645 |
TOTAL STOCKHOLDERS' EQUITY | 15,560,302 | 11,238,994 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $29,169,124 | $20,087,606 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Debt Instrument Unamortized Discount, Current | $210,083 | ' |
Debt Instrument Unamortized Discount, Noncurrent | $2,083,333 | $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 | 6,499,433 | 5,387,897 |
Common stock, shares outstanding | 6,499,433 | 5,387,897 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue: | ' | ' | ' | ' |
Restaurant sales, net | $6,818,932 | $1,641,043 | $12,365,870 | $3,283,165 |
Gaming sales, net | 75,724 | 0 | 131,235 | 0 |
Management fee income - non-affiliates | 25,151 | 25,000 | 50,151 | 50,000 |
Total revenue | 6,919,807 | 1,666,043 | 12,547,256 | 3,333,165 |
Expenses: | ' | ' | ' | ' |
Restaurant cost of sales | 2,454,626 | 635,348 | 4,437,907 | 1,263,236 |
Restaurant operating expenses | 4,012,399 | 932,250 | 7,294,226 | 1,912,405 |
Restaurant pre-opening expenses | 260,981 | 10,201 | 260,981 | 10,201 |
General and administrative expenses | 1,245,660 | 645,648 | 2,860,453 | 1,365,848 |
Depreciation and amortization | 412,487 | 129,876 | 777,375 | 244,100 |
Total expenses | 8,386,153 | 2,353,323 | 15,630,942 | 4,795,790 |
Loss from operations | -1,466,346 | -687,280 | -3,083,686 | -1,462,625 |
Other income (expense) | ' | ' | ' | ' |
Equity in losses of investments | 0 | -18,806 | -40,694 | -33,053 |
Gain on extinguishment of debt | ' | ' | 0 | 70,900 |
Realized gains | 4,127 | 0 | 101,472 | 0 |
Miscellaneous income | 4,552 | 1,263 | 7,838 | 3,825 |
Change in fair value of derivative liabilities | 272,100 | 0 | 704,200 | 0 |
Interest expense | -350,760 | -18,443 | -687,541 | -55,386 |
Total other expense | -69,981 | -35,986 | 85,275 | -13,714 |
Loss from operations before income taxes | -1,536,327 | -723,266 | -2,998,411 | -1,476,339 |
Expense for income taxes | 1,379 | 12,106 | -7,509 | 21,197 |
Net loss | -1,537,706 | -735,372 | -2,990,902 | -1,497,536 |
Less: Net loss attributable to non-controlling interest | 126,642 | 28,428 | 129,528 | 52,759 |
Net loss attributable to Chanticleer Holdings, Inc. | -1,411,064 | -706,944 | -2,861,374 | -1,444,777 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized loss on available-for-sale securities (none applies to non-controlling interest) | -3,809 | -13,202 | -15,527 | -36,966 |
Foreign translation income | 15,419 | 41,400 | 51,165 | 54,916 |
Other comprehensive loss | ($1,399,454) | ($678,746) | ($2,825,736) | ($1,426,827) |
Net loss per attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: (in dollars per share) | ($0.22) | ($0.19) | ($0.47) | ($0.39) |
Weighted average shares outstanding, basic and diluted (in shares) | 6,329,406 | 3,701,928 | 6,152,931 | 3,700,420 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,990,902) | ($1,497,536) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 777,375 | 244,100 |
Equity in losses of investments | 40,694 | 33,053 |
Common stock issued for services | 330,757 | 7,720 |
Amortization of debt discount | 582,617 | 0 |
Derivative liability adjustment | -704,200 | 0 |
Decrease in deferred tax liability | -64,683 | 0 |
Amortization of warrants | 44,750 | 85,879 |
Gain on debt extinguishment | 0 | -70,900 |
Changes in operating assets and liabilities: | ' | ' |
Decrease in accounts and other receivables | 76,323 | 40,902 |
Decrease (increase) in prepaid expenses and other assets | 437,228 | -38,411 |
Decrease in inventory | 100,730 | 57,796 |
Increase in accounts payable and accrued expenses | 449,993 | 1,687 |
Increase in deferred rent | 12,693 | 10,262 |
Advance from related parties for working capital | 0 | -19,525 |
Net cash used in operating activities | -906,625 | -1,144,973 |
Cash flows from investing activities: | ' | ' |
Franchise costs | 0 | -75,000 |
Cash acquired in acquisitions | 27,527 | 0 |
Restricted cash | 0 | -2,750,000 |
Repayments of investments | 0 | 95,815 |
Purchase of property and equipment | -1,629,359 | -44,186 |
Net cash used in investing activities | -1,601,832 | -2,773,371 |
Cash flows from financing activities: | ' | ' |
Loan proceeds, net | 1,458,308 | 342,000 |
Advances from investors and partners | 681,801 | 2,750,000 |
Decrease in other liabilities | 0 | -265,932 |
Proceeds from common stock issuances | 200,000 | 0 |
Subsidiary capital received | 33,500 | 0 |
Capital lease payments | -85,633 | -25,541 |
Net cash provided by financing activities | 2,287,976 | 2,800,527 |
Effect of exchange rate changes on cash | 51,165 | 54,564 |
Net change in cash | -169,316 | -1,063,253 |
Cash, beginning of period | 442,694 | 1,223,803 |
Cash, end of period | 273,378 | 160,550 |
Supplemental cash flow information: | ' | ' |
Interest | 63,503 | 29,606 |
Income taxes | 1,776 | 0 |
Purchases of businesses: | ' | ' |
Current assets excluding cash and cash equivalents | 579,191 | 0 |
Property and equipment | 6,056,800 | 0 |
Goodwill | 2,671,649 | 0 |
Trade name/trademarks/franchise fees | 338,804 | 0 |
Deposits and other assets | 115,839 | 0 |
Liabilities assumed | -2,788,756 | 0 |
Non-controlling interest | -993,999 | ' |
Chanticleer equity | -1,028,749 | ' |
Common stock and warrants issued | -4,978,306 | 0 |
Cash received in excess of cash paid in acquisition | $27,527 | $0 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 6 Months Ended | |
Jun. 30, 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 on 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, Dallas Spoon Beverage, LLC, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd. (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, January 8, 2014, and June 4, 2014 the names of KPL, C&S and PTT were changed to Hooters SA (Pty) Ltd., Chanticleer South Africa (Pty) Ltd. and Hooters PE, respectively. On April 1, 2014, the Company increased our ownership in the Australian Hooters entities, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., from 49% to 60%. 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 June 30, 2013, the Company and all of its consolidated subsidiaries reported on a calendar quarter-end. For the quarter ended June 30, 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 June 15, 2014 and June 29, 2014, respectively. No events occurred from these periods to June 30, 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 and six months ended June 30, 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 June 30, 2014, the Company had current assets of $1,578,372, current liabilities of $9,310,320, and a working capital deficit of $7,731,948. The Company incurred a loss of $2,861,374 during the six months ended June 30, 2014 and had an unrealized loss from available-for-sale securities of $15,527 and foreign currency translation gains of $51,165, resulting in a comprehensive loss of $2,825,736. The Company has historically met its liquidity requirements through the sale of equity and debt securities, sale of certain investments, 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 $2,860,453 for the first six months of 2014, including $375,507 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. Also, the company had approximately $1.1 million of non-cash expenses. The Company expects costs to remain flat for the second half of 2014 as we continue to expand our footprint domestically and internationally for 2014 and beyond, 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. Historically, 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 recently completed or underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each). The first site in Surfers Paradise opened to the public on July 14, 2014 and the second site in Townsville is expected to open late in the third 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 June 30, 2014 of $197,416 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 became due on August 10, 2014 for which an extension is currently being negotiated and the lender has not demanded payment. As of June 30, 2014, the balance on the line of credit is $500,000. In February 2014 the Company secured a note with a bank for $500,000 which became due on August 10, 2014 for which an extension is currently being negotiated and the lender has not demanded payment. 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 and warrants 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 was recorded as a derivative liability. In addition the Company has notes with a balance at June 30, 2014 of $225,000 owed to two outside companies which have matured, an extension for both notes are currently being negotiated and payment has not been demanded. The Company’s South African subsidiaries have bank overdraft and term facilities of $707,700, including a mortgage for a site we purchased in Port Elizabeth for our next Hooters location. ARB had a bank note payable of $10,249 due on August 5, 2014 which has been repaid in full. 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. | ||
During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share. | ||
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 | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Accounting Policies [Abstract] | ' | |||||
Significant Accounting Policies [Text Block] | ' | |||||
2 | SIGNIFICANT ACCOUNTING POLICIES | |||||
Revenue Recognition—In accordance with gaming industry practice, we recognize gaming revenues as the net win from gaming activities, net of taxes. | ||||||
Business combination - For a business combination with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquire are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquire, that excess in earnings was recognized as a gain attributable to the Company. | ||||||
Except for the above changes, 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 shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted 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 June 30, 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 June 30 | ||||||
2014 | 2013 | |||||
Warrants | 8,279,752 | 5,201,458 | ||||
Convertible notes payable | 1,471,089 | - | ||||
Convertible interest | 69,252 | - | ||||
Totals | 9,820,093 | 5,201,458 | ||||
RECLASSIFICATIONS | ||||||
Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. | ||||||
Recent Accounting Pronouncements | ||||||
In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters" ("ASU 2013-05"). The amendments in ASU 2013-05 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. | ||||||
Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with ASC Topic 740, “Income Taxes”. | ||||||
The FASB has issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance is effective for annual periods beginning on or after December 15, 2014. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. | ||||||
There are several other 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 June 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 | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 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. | ||||||||||||||||||||||
⋅ | Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., step acquisition from 49% to 60% effective April 1, 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 are presented, 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. | |||||||||||||||||||||||
Campbelltown, Surfers Paradise, and Townsville (“Hooters Australia”) | |||||||||||||||||||||||
On April 1, 2014, the Company completed the step acquisition of Hooters Australia, increasing the Company’s ownership percentage from 49% to 60%. The location in Campbelltown, a suburb of Sydney, opened in January, 2012, the location in Surfers Paradise, an iconic coastal tourist destination, opened on July 14, 2014 and we expect the location in Townsville, in the northeast part of Australia, to open in late September 2014. | |||||||||||||||||||||||
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 | ||||||||||||||||||||||
Hooters | Hooters | ||||||||||||||||||||||
ARB | WEW | JF | Pacific NW | Spoon | Australia | Total | |||||||||||||||||
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 | - | - | 100,000 | 3,840,000 | ||||||||||||||||
Total consideration paid | 5,321,203 | 3,150,000 | 590,000 | 3,869,156 | 1,109,150 | 100,000 | 14,139,509 | ||||||||||||||||
Current assets, excluding cash | 281,574 | 151,546 | 42,206 | 112,078 | 89,817 | 377,296 | 1,054,517 | ||||||||||||||||
Property and equipment | 3,000,122 | 20,493 | 242,531 | 2,731,031 | 391,462 | 2,934,307 | 9,319,946 | ||||||||||||||||
Goodwill | 2,550,611 | 3,159,500 | 425,151 | 1,951,909 | 698,583 | - | 8,785,754 | ||||||||||||||||
Trademark/trade name/franchise fee | 1,784,443 | - | 1,010,000 | 60,937 | - | 277,867 | 3,133,247 | ||||||||||||||||
Deposits and other assets | 98,035 | - | - | 20,275 | 5,193 | 90,371 | 213,874 | ||||||||||||||||
Total assets acquired, less cash | 7,714,785 | 3,331,539 | 1,719,888 | 4,876,230 | 1,185,055 | 3,679,841 | 22,507,338 | ||||||||||||||||
Liabilities assumed | -1,490,288 | -372,824 | -282,317 | -1,009,348 | -97,541 | -1,560,710 | -4,813,028 | ||||||||||||||||
Deferred tax liabilities | -956,000 | - | -384,000 | - | - | - | -1,340,000 | ||||||||||||||||
Non-controlling interest | - | - | -463,571 | - | - | -993,999 | -1,457,570 | ||||||||||||||||
Chanticleer equity | - | - | - | - | - | -1,028,749 | -1,028,749 | ||||||||||||||||
Common stock and warrants issued | -5,321,203 | - | - | -3,869,156 | -1,109,150 | - | -10,299,509 | ||||||||||||||||
Cash paid | - | -3,150,000 | -590,000 | - | - | -100,000 | -3,840,000 | ||||||||||||||||
Cash received in excess of cash paid | $ | 52,706 | $ | 191,285 | $ | - | $ | 2,274 | $ | 21,636 | $ | 3,617 | $ | 271,518 | |||||||||
Unaudited pro forma results of operations for the three and six months ended June 30, 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 | Six Months Ended | ||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Net revenues | $ | 6,919,807 | $ | 6,534,799 | $ | 13,536,012 | $ | 12,820,160 | |||||||||||||||
Loss from continuing operations | -1,235,639 | -1,062,637 | -2,790,739 | -2,150,883 | |||||||||||||||||||
Loss attributable to non-controlling interest | -126,642 | -70,029 | -162,747 | -128,910 | |||||||||||||||||||
Net loss | $ | -1,362,281 | $ | -1,132,666 | $ | -2,953,486 | $ | -2,279,793 | |||||||||||||||
Net loss per share, basic and diluted | $ | -0.22 | $ | -0.31 | $ | -0.48 | $ | -0.62 | |||||||||||||||
Weighted average shares outstanding, basic and diluted | 6,327,071 | 3,701,928 | 6,137,597 | 3,700,420 | |||||||||||||||||||
Income from operations of unconsolidated affiliates | |||||||||||||||||||||||
Effective April 1, 2014, we completed the step acquisition of a 60% controlling interest in our Hooters Australia joint venture resulting in the consolidation of these entities. Prior to the acquisition, we owned 49% of the entities and accounted for the Hooters Australia investment under the equity method of accounting and our share of earnings and losses was recorded in equity in losses from investments in our Consolidated Statements of Operations and Comprehensive Income. The Hooters Australia results of operations for the three months ended June 30, 2014 are reflected in the respective line items in our Consolidated Statements of Operations and Comprehensive Income. | |||||||||||||||||||||||
INVESTMENTS
INVESTMENTS | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | ' | |||||||
4 | INVESTMENTS | |||||||
OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT JUNE 30, 2014 AND DECEMBER 31, 2013. | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Investments accounted for under the equity method | $ | - | $ | 941,963 | ||||
Investments accounted for under the cost method | 1,550,000 | 1,550,000 | ||||||
Total | $ | 1,550,000 | $ | 2,491,963 | ||||
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | ||||||||
Effective April 1, 2014, the Company 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 recently completed or under construction in Surfers Paradise (which opened on July 4, 2014), Australia and Townsville, Australia which we expect to open late September 2014. The Company consolidated these entities beginning with the current quarterly report for the quarter ending June 30, 2014. | ||||||||
Also on July 1, 2014, the Company announced the acquisition of 60% of the two other Hooters restaurants in Australia, in Penrith and Parramatta, suburbs of Sydney, as well as 60% interest in the related Australian management company. These entities own, operate, and manage Australian Hooters restaurants and gaming operations. The purchase price was the assumption of $5 million in debt. Also as part of the transaction, the Company will receive 100% of all gaming revenue until the debt is repaid, and thereafter the Company will receive 60% of such revenue for the remainder of the lifetime of the gaming machines. | ||||||||
Activity in investments accounted for using the equity method is summarized as follows: | ||||||||
Six Months | Year Ended | |||||||
Ended June 30, | 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 | ||||||
Step acquisition reclassification | -1,001,269 | - | ||||||
Return of capital | - | -99,935 | ||||||
Balance, end of period | $ | - | $ | 941,963 | ||||
Equity investments consist of the following at June 30, 2014 and December 31, 2013: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Carrying value: | ||||||||
Hoot Campbelltown Pty. Ltd. (49%) - Australia | $ | - | $ | 483,603 | ||||
Second Hooters location (49%) - Australia | - | 384,605 | ||||||
Third Hooters location (49%) - Australia | - | 73,755 | ||||||
$ | - | $ | 941,963 | |||||
The summarized balance sheets for the three locations in Australia of which we owned 49% at December 31, 2013 follows: | ||||||||
December 31, | ||||||||
2013 | ||||||||
ASSETS | ||||||||
Current assets | $ | 362,085 | ||||||
Non-current assets | 3,089,230 | |||||||
TOTAL ASSETS | $ | 3,451,315 | ||||||
LIABILITIES | ||||||||
Current liabilities | $ | 972,885 | ||||||
PARTNER'S EQUITY | 2,478,430 | |||||||
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ | 3,451,315 | ||||||
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||||
5 | INTANGIBLE ASSETS, NET | ||||||||||
GOODWILL | |||||||||||
Goodwill is summarized by location as follows: | |||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
South Africa | $ | 396,487 | $ | 396,487 | |||||||
ARB | 2,550,611 | 2,550,611 | |||||||||
WEW (Nottingham) | 3,159,500 | 3,124,507 | |||||||||
JF | 425,151 | 425,151 | |||||||||
Hooters Pacific NW | 1,951,909 | - | |||||||||
Spoon | 698,583 | - | |||||||||
$ | 9,182,241 | $ | 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 June 30, 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. | |||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Franchise cost: | |||||||||||
South Africa | $ | 448,888 | $ | 448,888 | |||||||
Brazil * | 135,000 | 135,000 | |||||||||
Australia * | 277,867 | - | |||||||||
Hungary | 106,506 | 106,506 | |||||||||
Hooters Pacific NW | 60,937 | - | |||||||||
1,029,198 | 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 | 3,823,418 | 3,484,721 | |||||||||
Accumulated amortization | -214,902 | -60,089 | |||||||||
Intangible assets, net | $ | 3,608,516 | $ | 3,424,632 | |||||||
Three months ended June 30, 2014 and 2013: | |||||||||||
Amortization expense | $ | 77,700 | $ | 5,398 | |||||||
Six months ended June 30, 2014 and 2013: | |||||||||||
Amortization expense | $ | 153,920 | $ | 10,531 | |||||||
Amortization for franchise costs and trade name/trademarks are as follows: | |||||||||||
June 30, | Franchise fee | Trade name | Total | ||||||||
2014 | $ | 39,770 | $ | 279,427 | $ | 319,197 | |||||
2015 | 39,770 | 279,427 | 319,197 | ||||||||
2016 | 39,770 | 279,427 | 319,197 | ||||||||
2017 | 39,770 | 279,427 | 319,197 | ||||||||
2018 | 39,770 | 279,427 | 319,197 | ||||||||
Thereafter | 742,198 | 1,270,333 | 2,012,531 | ||||||||
Totals | $ | 941,048 | $ | 2,667,468 | $ | 3,608,516 | |||||
* The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened. | |||||||||||
LONGTERM_DEBT_AND_NOTES_PAYABL
LONG-TERM DEBT AND NOTES PAYABLE | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Debt Disclosure [Text Block] | ' | |||||||||
6 | LONG-TERM DEBT AND NOTES PAYABLE | |||||||||
Long-term debt and notes payable are summarized as follows. | ||||||||||
June 30, | 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 | (a) | $ | 197,416 | $ | 218,119 | |||||
Company's assets and guaranteed by an officer of the Company | ||||||||||
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% | (b) | 500,000 | 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 | (c) | 500,088 | - | |||||||
Note payable to a bank, matured August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1% | (d) | 10,249 | 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 | (e) | 125,000 | 150,000 | |||||||
Loan agreement with an outside company on June 20, 2014, interest at 8% annual rate, accrued interest and principal due July 11, 2014, unsecured | (f) | 100,000 | - | |||||||
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at June 30, 2014, subject to annual renewal in December 2014 | (g) | 132,930 | 79,372 | |||||||
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016 | (h) | 112,291 | 133,448 | |||||||
Term facility dated April 2014, interest at 2.6 % over South African prime rate (prime currently 9.25%); due April 2024; secured by a bond on all assets at our | (i) | 330,220 | - | |||||||
Port Elizabeth, South Africa location and partially guaranteed by our CEO and South African COO | ||||||||||
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 | (j) | 132,259 | 142,807 | |||||||
guaranteed by our CEO | ||||||||||
2,140,453 | 1,234,360 | |||||||||
Current portion of long-term debt | 1,959,579 | 835,454 | ||||||||
Long-term debt, less current portion | $ | 180,874 | $ | 398,906 | ||||||
(a) On April 11, 2013, the Company and Paragon Commercial Bank (“Paragon”) entered into a credit agreement (the “Credit Agreement”). (b) 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 (b) expired on August 10, 2014. Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journal’s prime plus rate (3.25% as of June 30, 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. | ||||||||||
(c) In addition, in February 2014 the Company secured a note with Paragon for $500,088 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 June 30, 2014. The Company is currently negotiating with the lender to extend the above debts (b and c) with an expiration date of August 10, 2014. The lender has not issued a formal notice of default to the Company. | ||||||||||
(d) ARB entered into a term note with TD Bank in 2008 for $300,000, which has a balance of $10,249 at June 30, 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. | ||||||||||
(e) 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. | ||||||||||
(f) On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000, due on July 11, 2014. Interest is at an 8% annual rate. The Company is currently negotiating with the lender to extend the above debt. The lender has not issued a formal notice of default to the Company. | ||||||||||
(i) In April 2014, our South African subsidiary entered into a mortgage note with a South African bank for the purchase of the building in Port Elizabeth for our Hooters location. The 10-year note is for $330,220 with an annual interest rate of 2.6% above the South African prime rate (prime currently 9.25%). Monthly principal and interest payments of approximately $4,600 commence in August, 2014. The mortgage note is personally guaranteed by our CEO and South African COO and secured by the assets of the Port Elizabeth building. | ||||||||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ' | |||||||
Convertible Notes Payable Disclosure Text block [Text Block] | ' | |||||||
7 | cONVERTIBLE NOTEs PAYABLE | |||||||
Convertible notes payable at June 30, 2014 and December 31, 2013 are as follows: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
6% Convertible notes payable issued in August 2013 | $ | 3,000,000 | $ | 3,000,000 | ||||
Discounts on above convertible note | -2,083,333 | -2,583,333 | ||||||
15% Convertible notes payable issued in March 2014 | 500,000 | - | ||||||
Discounts on above convertible note | -210,083 | - | ||||||
1,206,584 | 416,667 | |||||||
Current portion of convertible notes payable | -241,134 | - | ||||||
Convertible notes payable, less current portion | $ | 965,450 | $ | 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 qurarterly 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. | ||||||||
made | ||||||||
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 and six months ended June 30, 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% if the offering price in 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. | ||||||||
LOAN_PAYABLE
LOAN PAYABLE | 6 Months Ended | |
Jun. 30, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Loans Payable [Text Block] | ' | |
8 | loan payable | |
At June 30, 2014 the Company has an outstanding loan payable to its Australian partner of $1,571,646 in connection with Surfers Paradise and Townsville construction costs. The Company has agreed to repay the unsecured obligation before the end of 2014. Approximately $230,000 was repaid in July and August 2014. | ||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended | |
Jun. 30, 2014 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity Note Disclosure [Text Block] | ' | |
9 | Stockholders’ Equity | |
The Company has 45,000,000 shares of its $0.0001 par value common stock authorized at both June 30, 2014 and December 31, 2013, and 6,499,433 shares issued and 5,387,897 shares outstanding at June 30, 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 and six months ended June 30, 2014 the Company issued 40,000 and 98,764 shares valued at $101,900 and $330,757, respectively, for investor relations services. | ||
During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share. | ||
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. | ||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | |
Jun. 30, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies Disclosure [Text Block] | ' | |
10 | COMMITMENTS AND CONTINGENCIES | |
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. Ms. Shaw has appealed this decision. | ||
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 may be 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 | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
11 | 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) | |||||||||||
June 30, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 35,362 | $ | 35,362 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 1,555,200 | $ | - | $ | - | $ | 1,555,200 | ||||||
Warrant liability | 179,300 | - | - | 179,300 | ||||||||||
$ | 1,734,500 | $ | - | $ | - | $ | 1,734,500 | |||||||
31-Dec-13 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 55,112 | $ | 55,112 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 2,146,000 | $ | - | $ | - | $ | 2,146,000 | ||||||
At June 30, 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. | ||||||||||||||
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 and six months ended June 30, 2014. The Company did not have any warrants or conversion feature financial assets for the three and six months ended June 30, 2013. | ||||||||||||||
Conversion | ||||||||||||||
Warrants | Feature | Total | ||||||||||||
Balance at January 1, 2014 | $ | - | $ | 2,146,000 | $ | 2,146,000 | ||||||||
Change in fair value of derivative liability | -1,200 | -703,000 | -704,200 | |||||||||||
Amount included in debt discounts | 111,300 | 181,400 | 292,700 | |||||||||||
Balance at June 30, 2014 | $ | 110,100 | $ | 1,624,400 | $ | 1,734,500 | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
12 | SUBSEQUENT EVENTS | |
On July 1, 2014, pursuant to Purchase Agreements executed on June 30, 2014, the Company completed the acquisition of a sixty percent (60%) ownership interest in Hoot Parramatta Pty Ltd, Hoot Australia Pty Ltd, Hoot Penrith Pty Ltd, and TMIX Management Australia Pty Ltd (collectively, the “Australian Entities”), which own, operate, and manage Hooters restaurant locations and gaming operations in Australia. The ownership interest in the Australian Entities was purchased from the respective entities in exchange for the Company agreeing to assume a five million dollar ($5,000,000) debt and issuing two hundred fifty thousand (250,000) warrants to purchase shares of our common stock. | ||
The Company is currently seeking to raise funds privately either through debt or equity financing. Subsequent to June 30, 2104, the Company has received $440,000 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 as well as seeking funding related to its other investments 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) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Accounting Policies [Abstract] | ' | |||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||
Revenue Recognition—In accordance with gaming industry practice, we recognize gaming revenues as the net win from gaming activities, net of taxes. | ||||||
Business Combinations Policy [Policy Text Block] | ' | |||||
Business combination - For a business combination with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquire are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquire, that excess in earnings was recognized as a gain attributable to the Company. | ||||||
Except for the above changes, 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. | ||||||
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 shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted 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 June 30, 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 June 30 | ||||||
2014 | 2013 | |||||
Warrants | 8,279,752 | 5,201,458 | ||||
Convertible notes payable | 1,471,089 | - | ||||
Convertible interest | 69,252 | - | ||||
Totals | 9,820,093 | 5,201,458 | ||||
Reclassification, Policy [Policy Text Block] | ' | |||||
RECLASSIFICATIONS | ||||||
Certain amounts in the prior period have been reclassified to conform 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 | ||||||
In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters" ("ASU 2013-05"). The amendments in ASU 2013-05 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. | ||||||
Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with ASC Topic 740, “Income Taxes”. | ||||||
The FASB has issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance is effective for annual periods beginning on or after December 15, 2014. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. | ||||||
There are several other 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 June 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) | 6 Months Ended | |||||
Jun. 30, 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 June 30, 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 June 30 | ||||||
2014 | 2013 | |||||
Warrants | 8,279,752 | 5,201,458 | ||||
Convertible notes payable | 1,471,089 | - | ||||
Convertible interest | 69,252 | - | ||||
Totals | 9,820,093 | 5,201,458 | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 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 | ||||||||||||||||||||||
Hooters | Hooters | ||||||||||||||||||||||
ARB | WEW | JF | Pacific NW | Spoon | Australia | Total | |||||||||||||||||
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 | - | - | 100,000 | 3,840,000 | ||||||||||||||||
Total consideration paid | 5,321,203 | 3,150,000 | 590,000 | 3,869,156 | 1,109,150 | 100,000 | 14,139,509 | ||||||||||||||||
Current assets, excluding cash | 281,574 | 151,546 | 42,206 | 112,078 | 89,817 | 377,296 | 1,054,517 | ||||||||||||||||
Property and equipment | 3,000,122 | 20,493 | 242,531 | 2,731,031 | 391,462 | 2,934,307 | 9,319,946 | ||||||||||||||||
Goodwill | 2,550,611 | 3,159,500 | 425,151 | 1,951,909 | 698,583 | - | 8,785,754 | ||||||||||||||||
Trademark/trade name/franchise fee | 1,784,443 | - | 1,010,000 | 60,937 | - | 277,867 | 3,133,247 | ||||||||||||||||
Deposits and other assets | 98,035 | - | - | 20,275 | 5,193 | 90,371 | 213,874 | ||||||||||||||||
Total assets acquired, less cash | 7,714,785 | 3,331,539 | 1,719,888 | 4,876,230 | 1,185,055 | 3,679,841 | 22,507,338 | ||||||||||||||||
Liabilities assumed | -1,490,288 | -372,824 | -282,317 | -1,009,348 | -97,541 | -1,560,710 | -4,813,028 | ||||||||||||||||
Deferred tax liabilities | -956,000 | - | -384,000 | - | - | - | -1,340,000 | ||||||||||||||||
Non-controlling interest | - | - | -463,571 | - | - | -993,999 | -1,457,570 | ||||||||||||||||
Chanticleer equity | - | - | - | - | - | -1,028,749 | -1,028,749 | ||||||||||||||||
Common stock and warrants issued | -5,321,203 | - | - | -3,869,156 | -1,109,150 | - | -10,299,509 | ||||||||||||||||
Cash paid | - | -3,150,000 | -590,000 | - | - | -100,000 | -3,840,000 | ||||||||||||||||
Cash received in excess of cash paid | $ | 52,706 | $ | 191,285 | $ | - | $ | 2,274 | $ | 21,636 | $ | 3,617 | $ | 271,518 | |||||||||
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 | Six Months Ended | ||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Net revenues | $ | 6,919,807 | $ | 6,534,799 | $ | 13,536,012 | $ | 12,820,160 | |||||||||||||||
Loss from continuing operations | -1,235,639 | -1,062,637 | -2,790,739 | -2,150,883 | |||||||||||||||||||
Loss attributable to non-controlling interest | -126,642 | -70,029 | -162,747 | -128,910 | |||||||||||||||||||
Net loss | $ | -1,362,281 | $ | -1,132,666 | $ | -2,953,486 | $ | -2,279,793 | |||||||||||||||
Net loss per share, basic and diluted | $ | -0.22 | $ | -0.31 | $ | -0.48 | $ | -0.62 | |||||||||||||||
Weighted average shares outstanding, basic and diluted | 6,327,071 | 3,701,928 | 6,137,597 | 3,700,420 | |||||||||||||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||
Schedule of Other Investments Not Readily Marketable [Table Text Block] | ' | |||||||
OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT JUNE 30, 2014 AND DECEMBER 31, 2013. | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Investments accounted for under the equity method | $ | - | $ | 941,963 | ||||
Investments accounted for under the cost method | 1,550,000 | 1,550,000 | ||||||
Total | $ | 1,550,000 | $ | 2,491,963 | ||||
Schedule of Equity Method Investments [Table Text Block] | ' | |||||||
Activity in investments accounted for using the equity method is summarized as follows: | ||||||||
Six Months | Year Ended | |||||||
Ended June 30, | 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 | ||||||
Step acquisition reclassification | -1,001,269 | - | ||||||
Return of capital | - | -99,935 | ||||||
Balance, end of period | $ | - | $ | 941,963 | ||||
Equity investments consist of the following at June 30, 2014 and December 31, 2013: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Carrying value: | ||||||||
Hoot Campbelltown Pty. Ltd. (49%) - Australia | $ | - | $ | 483,603 | ||||
Second Hooters location (49%) - Australia | - | 384,605 | ||||||
Third Hooters location (49%) - Australia | - | 73,755 | ||||||
$ | - | $ | 941,963 | |||||
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 December 31, 2013 follows: | ||||||||
December 31, | ||||||||
2013 | ||||||||
ASSETS | ||||||||
Current assets | $ | 362,085 | ||||||
Non-current assets | 3,089,230 | |||||||
TOTAL ASSETS | $ | 3,451,315 | ||||||
LIABILITIES | ||||||||
Current liabilities | $ | 972,885 | ||||||
PARTNER'S EQUITY | 2,478,430 | |||||||
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ | 3,451,315 | ||||||
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||
Goodwill is summarized by location as follows: | |||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
South Africa | $ | 396,487 | $ | 396,487 | |||||||
ARB | 2,550,611 | 2,550,611 | |||||||||
WEW (Nottingham) | 3,159,500 | 3,124,507 | |||||||||
JF | 425,151 | 425,151 | |||||||||
Hooters Pacific NW | 1,951,909 | - | |||||||||
Spoon | 698,583 | - | |||||||||
$ | 9,182,241 | $ | 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 June 30, 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. | |||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Franchise cost: | |||||||||||
South Africa | $ | 448,888 | $ | 448,888 | |||||||
Brazil * | 135,000 | 135,000 | |||||||||
Australia * | 277,867 | - | |||||||||
Hungary | 106,506 | 106,506 | |||||||||
Hooters Pacific NW | 60,937 | - | |||||||||
1,029,198 | 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 | 3,823,418 | 3,484,721 | |||||||||
Accumulated amortization | -214,902 | -60,089 | |||||||||
Intangible assets, net | $ | 3,608,516 | $ | 3,424,632 | |||||||
Three months ended June 30, 2014 and 2013: | |||||||||||
Amortization expense | $ | 77,700 | $ | 5,398 | |||||||
Six months ended June 30, 2014 and 2013: | |||||||||||
Amortization expense | $ | 153,920 | $ | 10,531 | |||||||
* The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened. | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||
Amortization for franchise costs and trade name/trademarks are as follows: | |||||||||||
June 30, | Franchise fee | Trade name | Total | ||||||||
2014 | $ | 39,770 | $ | 279,427 | $ | 319,197 | |||||
2015 | 39,770 | 279,427 | 319,197 | ||||||||
2016 | 39,770 | 279,427 | 319,197 | ||||||||
2017 | 39,770 | 279,427 | 319,197 | ||||||||
2018 | 39,770 | 279,427 | 319,197 | ||||||||
Thereafter | 742,198 | 1,270,333 | 2,012,531 | ||||||||
Totals | $ | 941,048 | $ | 2,667,468 | $ | 3,608,516 | |||||
LONGTERM_DEBT_AND_NOTES_PAYABL1
LONG-TERM DEBT AND NOTES PAYABLE (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||||
Long-term debt and notes payable are summarized as follows. | ||||||||||
June 30, | 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 | (a) | $ | 197,416 | $ | 218,119 | |||||
Company's assets and guaranteed by an officer of the Company | ||||||||||
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% | (b) | 500,000 | 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 | (c) | 500,088 | - | |||||||
Note payable to a bank, matured August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1% | (d) | 10,249 | 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 | (e) | 125,000 | 150,000 | |||||||
Loan agreement with an outside company on June 20, 2014, interest at 8% annual rate, accrued interest and principal due July 11, 2014, unsecured | (f) | 100,000 | - | |||||||
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at June 30, 2014, subject to annual renewal in December 2014 | (g) | 132,930 | 79,372 | |||||||
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016 | (h) | 112,291 | 133,448 | |||||||
Term facility dated April 2014, interest at 2.6 % over South African prime rate (prime currently 9.25%); due April 2024; secured by a bond on all assets at our | (i) | 330,220 | - | |||||||
Port Elizabeth, South Africa location and partially guaranteed by our CEO and South African COO | ||||||||||
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 | (j) | 132,259 | 142,807 | |||||||
guaranteed by our CEO | ||||||||||
2,140,453 | 1,234,360 | |||||||||
Current portion of long-term debt | 1,959,579 | 835,454 | ||||||||
Long-term debt, less current portion | $ | 180,874 | $ | 398,906 | ||||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ' | |||||||
Convertible Debt [Table Text Block] | ' | |||||||
Convertible notes payable at June 30, 2014 and December 31, 2013 are as follows: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
6% Convertible notes payable issued in August 2013 | $ | 3,000,000 | $ | 3,000,000 | ||||
Discounts on above convertible note | -2,083,333 | -2,583,333 | ||||||
15% Convertible notes payable issued in March 2014 | 500,000 | - | ||||||
Discounts on above convertible note | -210,083 | - | ||||||
1,206,584 | 416,667 | |||||||
Current portion of convertible notes payable | -241,134 | - | ||||||
Convertible notes payable, less current portion | $ | 965,450 | $ | 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 and six months ended June 30, 2014 were as follows: | ||||||||
Risk-free interest rate | 0.15%-0.79% | |||||||
Expected life | 1-5 years | |||||||
Expected volatility | 62%-89% | |||||||
DISCLOSURES_ABOUT_FAIR_VALUE_T
DISCLOSURES ABOUT FAIR VALUE (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 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) | |||||||||||
June 30, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities | $ | 35,362 | $ | 35,362 | $ | - | $ | - | ||||||
Liabilities: | ||||||||||||||
Embedded conversion feature | $ | 1,555,200 | $ | - | $ | - | $ | 1,555,200 | ||||||
Warrant liability | 179,300 | - | - | 179,300 | ||||||||||
$ | 1,734,500 | $ | - | $ | - | $ | 1,734,500 | |||||||
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 and six months ended June 30, 2014. The Company did not have any warrants or conversion feature financial assets for the three and six months ended June 30, 2013. | ||||||||||||||
Conversion | ||||||||||||||
Warrants | Feature | Total | ||||||||||||
Balance at January 1, 2014 | $ | - | $ | 2,146,000 | $ | 2,146,000 | ||||||||
Change in fair value of derivative liability | -1,200 | -703,000 | -704,200 | |||||||||||
Amount included in debt discounts | 111,300 | 181,400 | 292,700 | |||||||||||
Balance at June 30, 2014 | $ | 110,100 | $ | 1,624,400 | $ | 1,734,500 | ||||||||
NATURE_OF_BUSINESS_Details_Tex
NATURE OF BUSINESS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | |||||||||||||||||||||||||
Nov. 30, 2013 | Oct. 17, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Nov. 26, 2013 | Nov. 07, 2013 | Aug. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Nov. 07, 2013 | Nov. 07, 2013 | Nov. 07, 2013 | Oct. 17, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Aug. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 02, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 11, 2013 | Nov. 05, 2013 | Mar. 31, 2014 | |
Common Stock [Member] | Warrant [Member] | Class Of Warrants One [Member] | Class Of Warrants Two [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | South Africa [Member] | Nevada [Member] | Subsequent Event [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 [Member] | JF [Member] | JF [Member] | Hooters Nottingham [Member] | |||||||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL CURRENT ASSETS | ' | ' | ' | ' | ' | $1,578,372 | ' | ' | $1,578,372 | ' | ' | ' | $1,713,133 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL CURRENT LIABILITIES | ' | ' | ' | ' | ' | 9,310,320 | ' | ' | 9,310,320 | ' | ' | ' | 5,531,983 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working Capital Balance (Deficit) | ' | ' | ' | ' | ' | 7,731,948 | ' | ' | 7,731,948 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income Loss | ' | ' | ' | ' | ' | 1,411,064 | 706,944 | ' | 2,861,374 | 1,444,777 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss on available-for-sale securities | ' | ' | ' | ' | ' | -3,809 | -13,202 | ' | -15,527 | -36,966 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign translation Income (Loss) | ' | ' | ' | ' | ' | 15,419 | 41,400 | ' | 51,165 | 54,916 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | -1,399,454 | -678,746 | ' | -2,825,736 | -1,426,827 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate General and Administrative Expenses | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 2,860,453 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non Cash Of General And Administrative Expenses | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 375,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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. Historically, 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 recently completed or underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each). The first site in Surfers Paradise opened to the public on July 14, 2014 and the second site in Townsville is expected to open late in the third quarter of 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit to a bank | ' | ' | ' | ' | 170,000 | 500,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on extinguishment of debt | ' | ' | ' | ' | 71,000 | ' | ' | ' | 0 | 70,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment Of Bank Liabilities | ' | ' | ' | ' | 99,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 707,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | 60.00% | ' | ' | 60.00% | ' | 49.00% | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 5.00% | 51.00% | 30.00% |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable to Bank | ' | ' | ' | ' | ' | 197,416 | ' | ' | 197,416 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,249 | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | 10-Aug-14 | ' | ' | ' | ' | 10-Oct-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5-Aug-14 | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | 4,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured Debt, Total | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | 1,206,584 | ' | ' | 1,206,584 | ' | ' | ' | 416,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Term | '5 years | '5 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | 6,400 | 40,000 | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,500 | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 | 66,000 | ' | ' | ' | ' | ' | ' | ' |
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 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercisable Price Per Share | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000 | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' |
Gain (Loss) On Disposition Of Business | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | $5 | $3 | ' | ' | $3.50 | ' | ' | $3.50 | ' | ' | ' | ' | ' | ' | $3 | ' | ' | $5.50 | $7 | ' | $5 | ' | ' | ' | $3.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.25 |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | $200,000 | ' | ' | $440,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $440,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,820,093 | 5,201,458 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,279,752 | 5,201,458 |
Convertible Notes Payable [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,471,089 | 0 |
Convertible Interest [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 69,252 | 0 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Consideration paid: | ' | ' |
Common stock | $7,331,032 | ' |
Warrants | 2,968,477 | ' |
Cash | 3,840,000 | ' |
Total Consideration paid | 14,139,509 | ' |
Current assets, excluding cash | 1,054,517 | ' |
Property and equipment | 9,319,946 | ' |
Goodwill | 8,785,754 | ' |
Trademark/trade name/franchise fee | 3,133,247 | ' |
Deposits and other assets | 213,874 | ' |
Total assets acquired, less cash | 22,507,338 | ' |
Liabilities assumed | -4,813,028 | ' |
Deferred tax liabilities | -1,340,000 | ' |
Non-controlling interest | -1,457,570 | ' |
Chanticleer equity | -1,028,749 | ' |
Common stock and warrants issued | -10,299,509 | ' |
Cash paid | -3,840,000 | ' |
Cash received in excess of cash paid | 27,527 | 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 | ' |
Chanticleer equity | 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 | 3,159,500 | ' |
Trademark/trade name/franchise fee | 0 | ' |
Deposits and other assets | 0 | ' |
Total assets acquired, less cash | 3,331,539 | ' |
Liabilities assumed | -372,824 | ' |
Deferred tax liabilities | 0 | ' |
Non-controlling interest | 0 | ' |
Chanticleer equity | 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 | ' |
Chanticleer equity | 0 | ' |
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 | ' |
Chanticleer equity | 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 | 698,583 | ' |
Trademark/trade name/franchise fee | 0 | ' |
Deposits and other assets | 5,193 | ' |
Total assets acquired, less cash | 1,185,055 | ' |
Liabilities assumed | -97,541 | ' |
Deferred tax liabilities | 0 | ' |
Non-controlling interest | 0 | ' |
Chanticleer equity | 0 | ' |
Common stock and warrants issued | -1,109,150 | ' |
Cash paid | 0 | ' |
Cash received in excess of cash paid | 21,636 | ' |
Hooters Australia [Member] | ' | ' |
Consideration paid: | ' | ' |
Common stock | 0 | ' |
Warrants | 0 | ' |
Cash | 100,000 | ' |
Total Consideration paid | 100,000 | ' |
Current assets, excluding cash | 377,296 | ' |
Property and equipment | 2,934,307 | ' |
Goodwill | 0 | ' |
Trademark/trade name/franchise fee | 277,867 | ' |
Deposits and other assets | 90,371 | ' |
Total assets acquired, less cash | 3,679,841 | ' |
Liabilities assumed | -1,560,710 | ' |
Deferred tax liabilities | 0 | ' |
Non-controlling interest | -993,999 | ' |
Chanticleer equity | -1,028,749 | ' |
Common stock and warrants issued | 0 | ' |
Cash paid | -100,000 | ' |
Cash received in excess of cash paid | $3,617 | ' |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Net revenues | $6,919,807 | $6,534,799 | $13,536,012 | $12,820,160 |
Loss from continuing operations | -1,235,639 | -1,062,637 | -2,790,739 | -2,150,883 |
Loss attributable to non-controlling interest | -126,642 | -70,029 | -162,747 | -128,910 |
Net loss | ($1,362,281) | ($1,132,666) | ($2,953,486) | ($2,279,793) |
Net loss per share, basic and diluted (in dollars per share) | ($0.22) | ($0.31) | ($0.48) | ($0.62) |
Weighted average shares outstanding, basic and diluted (in shares) | 6,327,071 | 3,701,928 | 6,137,597 | 3,700,420 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 26, 2013 | Nov. 07, 2013 | Oct. 17, 2013 | Aug. 31, 2013 | Aug. 02, 2013 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 05, 2013 | Nov. 06, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
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] | Hooters Australia [Member] | |||||||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | 56.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 | ' | ' | ' | 680,272 | ' | ' | 195,000 | ' | ' | ' |
Common Stock, Shares, Issued | 6,499,433 | ' | 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 | 60.00% | 49.00% | ' | 25.00% | ' | ' | ' | ' | 100.00% | 5.00% | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Acquired Entity Costs Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | $560,000 | $3,150,000 | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $3.50 | ' | ' | ' | ' | $5 | $3 | $3 | ' | ' | ' | ' | ' | $7 | $5.50 | ' | $7 | $5.50 | ' |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Investments accounted for under the equity method | $0 | $941,963 | $1,066,915 |
Investments accounted for under the cost method | 1,550,000 | 1,550,000 | ' |
Total | $1,550,000 | $2,491,963 | ' |
INVESTMENTS_Details_1
INVESTMENTS (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 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 | 0 | -18,806 | -40,694 | -33,053 | -125,017 |
New investments | ' | ' | 100,000 | ' | 100,000 |
Step acquisition reclassification | ' | ' | -1,001,269 | ' | 0 |
Return of capital | ' | ' | 0 | ' | -99,935 |
Balance, end of period | 0 | ' | 0 | ' | 941,963 |
Equity Method Investments | 0 | ' | 0 | ' | 941,963 |
Hoot Campbelltown Pty Ltd [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Equity Method Investments | 0 | ' | 0 | ' | 483,603 |
Second Hooters Location [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Equity Method Investments | 0 | ' | 0 | ' | 384,605 |
Third Hooters Location [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Equity Method Investments | $0 | ' | $0 | ' | $73,755 |
INVESTMENTS_Details_2
INVESTMENTS (Details 2) (USD $) | Dec. 31, 2013 |
ASSETS | ' |
Current assets | $362,085 |
Non-current assets | 3,089,230 |
TOTAL ASSETS | 3,451,315 |
LIABILITIES | ' |
Current liabilities | 972,885 |
PARTNER'S EQUITY | 2,478,430 |
TOTAL LIABILITIES AND PARTNERS' EQUITY | $3,451,315 |
INVESTMENTS_Details_Textual
INVESTMENTS (Details Textual) (USD $) | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2014 | Mar. 31, 2014 | Nov. 26, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Sales Revenue, Net [Member] | Subsequent Event [Member] | Hoot Campbelltown Pty Ltd [Member] | Hoot Campbelltown Pty Ltd [Member] | Hooters Australia [Member] | Hooters Australia [Member] | Hooters Australia [Member] | Second Hooters Location [Member] | Second Hooters Location [Member] | Third Hooters Location [Member] | Third Hooters Location [Member] | ||||
Maximum [Member] | Minimum [Member] | AUSTRALIA [Member] | AUSTRALIA [Member] | |||||||||||
Investments Debt And Equity Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 60.00% | 49.00% | 25.00% | ' | ' | 49.00% | 49.00% | ' | ' | ' | 49.00% | 49.00% | 49.00% | 49.00% |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 49.00% | ' | ' | 60.00% | 60.00% | ' | ' | 60.00% | 60.00% | 49.00% | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Total | $14,139,509 | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSET_NET_Details
INTANGIBLE ASSET, NET (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ' | ' |
Goodwill | $9,182,241 | $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 | 3,159,500 | 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 | $698,583 | $0 |
INTANGIBLE_ASSETS_NET_Details_
INTANGIBLE ASSETS, NET (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | $3,823,418 | ' | $3,823,418 | ' | $3,484,721 | |||
Accumulated amortization | -214,902 | ' | -214,902 | ' | -60,089 | |||
Intangible assets, net | 3,608,516 | ' | 3,608,516 | ' | 3,424,632 | |||
Amortization expense | 77,700 | 5,398 | 153,920 | 10,531 | ' | |||
Just Fresh [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 1,010,000 | ' | 1,010,000 | ' | 1,010,000 | |||
American Roadside Burgers [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 1,784,220 | ' | 1,784,220 | ' | 1,784,327 | |||
Franchise Rights [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 1,029,198 | ' | 1,029,198 | ' | 690,394 | |||
Trademarks and Trade Names [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 2,794,220 | ' | 2,794,220 | ' | 2,794,327 | |||
South Africa [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 448,888 | ' | 448,888 | ' | 448,888 | |||
Brazil [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 135,000 | [1] | ' | 135,000 | [1] | ' | 135,000 | [1] |
Australia [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 277,867 | [1] | ' | 277,867 | [1] | ' | 0 | [1] |
Hungary [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | 106,506 | ' | 106,506 | ' | 106,506 | |||
Hooters Pacific NW [Member] | ' | ' | ' | ' | ' | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | |||
Total intangible cost | $60,937 | ' | $60,937 | ' | $0 | |||
[1] | The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened. |
INTANGIBLE_ASSETS_NET_Details_1
INTANGIBLE ASSETS, NET (Details 2) (USD $) | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | $319,197 |
2015 | 319,197 |
2016 | 319,197 |
2017 | 319,197 |
2018 | 319,197 |
Thereafter | 2,012,531 |
Totals | 3,608,516 |
Franchise Rights [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | 39,770 |
2015 | 39,770 |
2016 | 39,770 |
2017 | 39,770 |
2018 | 39,770 |
Thereafter | 742,198 |
Totals | 941,048 |
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 | 1,270,333 |
Totals | $2,667,468 |
INTANGIBLE_ASSETS_NET_Details_2
INTANGIBLE ASSETS, NET (Details Textual) | 6 Months Ended |
Jun. 30, 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 $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | $2,140,453 | $1,234,360 | ||
Current portion of long-term debt | 1,959,579 | 835,454 | ||
Long-term debt, less current portion | 180,874 | 398,906 | ||
Bank Overdrafts [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 132,930 | 79,372 | ||
Notes Payable to Bank One [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 197,416 | [1] | 218,119 | [1] |
Line of Credit [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 500,000 | [2] | 472,000 | [2] |
Notes Payable to Bank Two [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 500,088 | [3] | 0 | [3] |
Notes Payable To Bank Three [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 10,249 | [4] | 38,614 | [4] |
Loan Agreement Two [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 100,000 | [5] | 0 | [5] |
Term Facility One [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 112,291 | 133,448 | ||
Term Facility Two [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 330,220 | [6] | 0 | [6] |
Loan Agreement One [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | 125,000 | [7] | 150,000 | [7] |
Term Facility Three [Member] | ' | ' | ||
Short-term Debt [Line Items] | ' | ' | ||
Total Long-term Debt | $132,259 | $142,807 | ||
[1] | On April 11, 2013, the Company and Paragon Commercial Bank (bParagonb) entered into a credit agreement (the bCredit Agreementb). | |||
[2] | 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 Companybs discretion to finance investments in new business ventures and for the Companybs 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 (b) expired on August 10, 2014. Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journalbs prime plus rate (3.25% as of June 30, 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 Companybs assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Companybs Chief Executive Officer. | |||
[3] | In addition, in February 2014 the Company secured a note with Paragon for $500,088 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. | |||
[4] | ARB entered into a term note with TD Bank in 2008 for $300,000, which has a balance of $10,249 at June 30, 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 ARBbs assets. | |||
[5] | On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000, due on July 11, 2014. Interest is at an 8% annual rate. The Company is currently negotiating with the lender to extend the above debt. The lender has not issued a formal notice of default to the Company. | |||
[6] | In April 2014, our South African subsidiary entered into a mortgage note with a South African bank for the purchase of the building in Port Elizabeth for our Hooters location. The 10-year note is for $330,220 with an annual interest rate of 2.6% above the South African prime rate (prime currently 9.25%). Monthly principal and interest payments of approximately $4,600 commence in August, 2014. The mortgage note is personally guaranteed by our CEO and South African COO and secured by the assets of the Port Elizabeth building. | |||
[7] | 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. |
LONGTERM_DEBT_AND_NOTES_PAYABL3
LONG-TERM DEBT AND NOTES PAYABLE (Details Textual) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2008 | Feb. 28, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 11, 2013 | |
Bank Overdrafts [Member] | Notes Payable to Bank One [Member] | Line of Credit [Member] | Notes Payable to Bank Two [Member] | Loan Agreement Two [Member] | Term Facility One [Member] | Term Facility One [Member] | Term Facility Two [Member] | Loan Agreement One [Member] | Loan Agreement One [Member] | Term Facility Three [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 | ' | $4,600 | ' | ' | $3,172 | ' | $4,836 | ' | ' | ' | ' | ' |
Line of Credit Facility, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | 500,088 | ' | ' | ' |
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 | 10-Aug-14 | 11-Jul-14 | 14-Jun-16 | 14-Jun-16 | ' | ' | 23-Feb-14 | 1-Dec-18 | ' | ' | ' | 10-Aug-14 | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | 2.60% | ' | ' | 12.50% | ' | ' | ' | 5.00% | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | ' | 'interest rate 11% | 'Prime + 1% (minimum of 5.5%) | 'Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5% | 'interest only at a 5% rate | 'Interest is at an 8% annual rate | 'interest at 10.3% | ' | ' | ' | '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 June 30, 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 | ' | ' | ' | ' | ' | $100,000 | ' | ' | $330,220 | ' | $150,000 | ' | $10,249 | ' | $300,000 | ' | ' | $1,200,000 | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | 9.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes Payable, Total | $1,206,584 | $416,667 |
Current portion of convertible notes payable | -289,917 | 0 |
Convertible notes payable, less current portion | 916,667 | 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 | -2,083,333 | -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 | ($210,083) | $0 |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details 1) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | |||||||
Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | 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 | ' | ' | ' | ' | ' | ' | ' |
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. | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Conversion Features | ' | ' | ' | ' | $2,265,600 | $2,265,600 | ' | ' | ' | ' |
Fair Value Of Warrants | ' | ' | ' | ' | 884,600 | 884,600 | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | ' | ' | 3,150,200 | 3,150,200 | ' | ' | ' | ' |
Debt Discount On Conversion Features And Warrants | ' | ' | ' | ' | 3,000,000 | 3,000,000 | ' | ' | ' | ' |
Interest Expense, Short-term Borrowings, Total | ' | ' | ' | ' | ' | 150,200 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued For Services | 15,000 | 25,000 | 300,000 | 4,000 | 40,000 | 98,764 | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | 60.00% | 60.00% | 49.00% | 25.00% | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | $3 | ' | $3.50 | $3.50 | ' | ' | $5 | $3 |
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 | 500,000 | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 1.25% | 1.25% | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $5.25 | $5.25 | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | $9,442 | $9,442 | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | ' | 'The note is convertible into the Companys common stock (at 85% if the offering price in 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. | ' | ' | ' | ' |
LOAN_PAYABLE_Details_Textual
LOAN PAYABLE (Details Textual) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Subsequent Event [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' |
Loans Payable, Current | $1,571,646 | $0 | ' |
Repayments of Debt | ' | ' | $230,000 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDER'S EQUITY (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||||||||
Nov. 26, 2013 | Nov. 30, 2013 | Oct. 17, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 07, 2013 | Aug. 02, 2013 | Nov. 07, 2013 | Nov. 07, 2013 | Jun. 30, 2014 | Nov. 07, 2013 | Oct. 17, 2013 | Jun. 30, 2014 | Nov. 26, 2013 | Nov. 26, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 05, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Class Of Warrants One [Member] | Class Of Warrants Two [Member] | Subsequent Event [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Beacher's Subscription Agreement [Member] | Right to Purchase Agreement [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Common Stock [Member] | Common Stock [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] | ||||||||||||||
Subsequent Event [Member] | Subsequent Event [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Stockholder's Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | 45,000,000 | ' | 45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | ' | ' | ' | ' | ' | ' | $0.00 | $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 | 40,000 | 98,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued For Services | ' | ' | ' | $62,500 | $117,000 | ' | $7,720 | $101,900 | $330,757 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 15,000 | ' | 66,000 | 137,500 | 220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Valued | 176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | 200,000 | 440,000 | ' | ' | ' | ' | ' | ' | 440,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees and Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 25.00% | ' | ' | ' | ' | ' | ' | 60.00% | 60.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 740,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance Of Units, Price Per Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | $3.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56.00% | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Acquired Entity Costs Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | 6,499,433 | 6,499,433 | ' | 5,387,897 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | ' | ' | ' | ' | ' | 6,499,433 | 6,499,433 | ' | 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 | ' | ' | ' | ' | ' | ' | ' | 'five-year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'five-year | ' | ' | 'five-year | ' | ' | ' | ' | 'five-year | ' | ' | '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 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | $5 | ' | ' | $3 | ' | $3.50 | $3.50 | ' | ' | ' | $3 | $5.50 | $7 | $3.50 | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7 | $5.50 | ' | $7 | $5.50 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | ' |
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). |
Litigation Settlement, Amount | $850,000 |
Chanticleer's Insurance Carrier [Member] | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Litigation Settlement, Amount | 837,500 |
Creason Associates, PLLC [Member] | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Litigation Settlement, Amount | 12,500 |
Subsequent Event [Member] | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Escrow Deposit | $837,500 |
DISCLOSURES_ABOUT_FAIR_VALUE_D
DISCLOSURES ABOUT FAIR VALUE (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Assets: | ' | ' |
Available-for-sale securities | $35,362 | $55,112 |
Liabilities: | ' | ' |
Derivative liability | 1,734,500 | ' |
Conversion Feature [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 1,555,200 | 2,146,000 |
Warrant [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 179,300 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Available-for-sale securities | 35,362 | 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 | 1,734,500 | ' |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liability | 1,555,200 | 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 $) | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at January 1, 2014 | $2,146,000 |
Change in fair value of derivative liability | -704,200 |
Amount included in debt discounts | 292,700 |
Balance at June 30, 2014 | 1,734,500 |
Warrant [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at January 1, 2014 | 0 |
Change in fair value of derivative liability | -1,200 |
Amount included in debt discounts | 111,300 |
Balance at June 30, 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 fair value of derivative liability | -703,000 |
Amount included in debt discounts | 181,400 |
Balance at June 30, 2014 | $1,624,400 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 02, 2013 | |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | 56.00% | ' |
Proceeds from Issuance of Private Placement | $200,000 | $440,000 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | 300,000 |
Subsequent Event [Member] | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 60.00% | 60.00% | ' | ' |
Proceeds from Issuance of Private Placement | ' | 440,000 | ' | ' |
Stock Granted, Value, Share-based Compensation, Gross | ' | $5,000,000 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | 250,000 | ' | ' |